NetSpend 2014 Annual Report Download - page 75

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In 2014, TSYS authorized a total grant of 211,593 performance shares to certain key executives with a
performance-based vesting schedule (2014 performance shares). These 2014 performance shares have a
2014-2016 performance period for which the Compensation Committee of the Board of Directors established
two performance goals: revenues before reimbursable items and adjusted EPS and, if such goals are attained in
2016, the performance shares will vest, up to a maximum of 200% of the total grant. Compensation expense for
the award is measured on the grant date based on the quoted market price of TSYS common stock. The
Company estimates the probability of achieving the goals through the performance period and expenses the
award on a straight-line basis. Compensation costs related to these performance shares are expected to be
recognized through the end of 2016.
On July 18, 2013, TSYS issued 225,000 shares of TSYS common stock as a performance-based retention stock
award to a certain key executive with a performance-based vesting schedule through 2015. This award was
forfeited in July 2014. The Company has reversed all previously recorded expense associated with this award.
On July 1, 2013, the Company issued 87,356 shares of TSYS common stock as a performance-based replacement
stock award as part of the NetSpend acquisition. The performance-based stock award has a 2013-2015
performance period for which the Compensation Committee of the Board of Directors established two
performance goals: compound growth in revenues of the NetSpend segment and operating income of the
NetSpend segment and, if such goals are attained in 2015, the performance award will vest, up to a maximum of
100% of the total grant. The Company estimates the probability of achieving the goals through the performance
period and expenses the award on a straight-line basis. Compensation costs related to the performance-based
stock award are expected to be recognized until the end of 2015.
In April 2013, TSYS authorized a total grant of 237,679 performance shares to certain key executives with a
performance-based vesting schedule (2013 performance shares). These 2013 performance shares have a
2013-2015 performance period for which the Compensation Committee of the Board of Directors established
two performance goals: compounded growth in revenues before reimbursable items and income from continuing
operations and, if such goals are attained in 2015, the performance shares will vest, up to a maximum of 200% of
the total grant. Compensation expense for the award is measured on the grant date based on the quoted market
price of TSYS common stock. The Company estimates the probability of achieving the goals through the
performance period and expenses the award on a straight-line basis. Compensation costs related to these
performance shares are expected to be recognized until the end of 2015.
In March 2012, TSYS authorized a total grant of 241,095 performance shares to certain key executives with a
performance based vesting schedule (2012 performance shares). These 2012 performance shares have a
2012-2014 performance period for which the Compensation Committee of the Board of Directors established
two performance goals: compound growth in revenues before reimbursable items and income from continuing
operations and, if such goals are attained in 2014, the performance shares will vest, up to a maximum of 200% of
the total grant. Compensation expense for the award is measured on the grant date based on the quoted market
price of TSYS common stock. On February 4, 2015, when the Committee certified performance, the performance
shares vested at approximately 134% of the total grant.
As of December 31, 2014, there was approximately $10.4 million of total unrecognized compensation cost
related to the 2013 and 2014 performance shares compensation arrangements. That cost is expected to be
recognized until the end of 2015.
A summary of the awards authorized in each year is below:
Total Number of
Shares Awarded
Potential Number
of Performance-
Based Shares to be
Vested
2014 ........................................................... 211,593 211,593 (2017)
2013 ........................................................... 563,803 325,035 (2016)
2012 ........................................................... 241,095 458,082 (2015)
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