SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

Total System Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Philip W. TomlinsonM. Troy Woods

Chairman, of the BoardPresident and

Chief Executive Officer

March 15, 201316, 2016

Dear Fellow Shareholder:

Thank you for putting your confidence and resources in TSYS. Enhancing the value of your investment remains our first priority and influences every decision we make. I hope you willpriority. You are invited to attend our 20132016 Annual Meeting of Shareholders on Tuesday,Thursday, April 30, 201328, 2016 at 10:00 a.m. Eastern Time in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, Georgia.

I hope that you will be able to join us as we review 20122015 and our strategy for the future. If you are unable to attend the meeting, you can listen to it live and view the slide presentation by going tovisiting our website at www.tsys.com.

Your vote is very important to us. Whether or not you plan to attend, I encourage you to promptly submit your vote by the Internet, telephone or mail as applicable, to ensure that your shares are represented at our Annual Meeting.

ThankWe value your feedback and thank you for your interest in and support ofcontinued commitment to TSYS.

Sincerely,

Philip W. Tomlinson

M. Troy Woods

Total System Services, Inc.      —•      Post Office Box 2506      —•      Columbus, Georgia 31902-2506

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES PROMPTLY.

By Order of the Board of Directors,

March 16, 2016

G. Sanders Griffith, III

Secretary

Columbus, Georgia

March 15, 2013

Table of Contents

INTERNET AVAILABILITY OF PROXY MATERIALS

VOTING INFORMATION

PROXY STATEMENT

This summary highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please read the entire Proxy Statement before you vote.

2016 ANNUAL MEETING OF SHAREHOLDERS

PurposeMEETING AGENDA AND VOTING RECOMMENDATIONS

BUSINESS HIGHLIGHTS

ThisTSYS  -  2016 Proxy Statement is being made available or mailed    1

CORPORATE GOVERNANCE FACTS

Our Corporate Governance Policies Reflect Best Practices Including:

Annual Election of All Directors

Majority Voting and a Director Resignation Policy for Directors in Uncontested Elections

Independent Lead Director with Broad Authority and Responsibility

12 of 15 Directors are Independent

Executive Sessions of Non-Management Directors held at each Regularly Scheduled Board Meeting

Board Participation in Executive Succession Planning

Board Oversight of Risk Management With a Focus on the Most Significant Risks Facing TSYS

Director Stock Ownership Guidelines

Limitation on Outside Board and Audit Committee Service

Annual Board and Committee Self-Evaluations

Shareholder Outreach Regarding General Governance Issues and Compensation Related Matters

No Hedging of Company Stock by Directors and Executive Officers and Restrictions on Pledging

No Poison Pill

EXECUTIVE COMPENSATION

Our executive compensation program aligns to long-term shareholder value creation and attracts, motivates and retains an exceptionally talented executive team with the skills and vision required for us to become the leading global payment solutions provider. Our executive compensation program links compensation to TSYS’ performance. Performance-based pay incentives focus our management on achieving our key financial, strategic and business goals. For 2015, approximately 84% and 73%, respectively, of our CEO’s and, excluding our newly hired CIO, other named executive officers’ target total direct compensation opportunity was performance-based, with the actual amounts realized dependent upon our annual and long-term performance and our stock price. Performance-based pay includes the target 2015 Annual Incentive Program (“AIP”) cash award and Long-Term Incentive Program (“LTIP”) opportunity (delivered in the form of stock options and performance shares).

Our Executive Compensation Program Reflects Best Practices Including:

Emphasis on Performance-Based Compensation

Clawback Policy on Incentive Compensation

Double-Trigger Provisions with Pro Rata Vesting of Equity Upon Change of Control

Significant Stock Ownership Guidelines

Retention of an Independent Compensation Consultant

Annual Shareholder “Say-on-Pay” Vote

No Hedging of Company Stock and Restrictions on Pledging

No Backdating or Repricing of Stock Options

No Excise Tax Gross-Up Policy for New Agreements

No Employment Agreements with Executive Officers

2    TSYS  shareholders-  2016 Proxy Statement

Please see the Compensation Discussion and Analysis section beginning on or about March 15, 2013. The TSYS Board of Directors is soliciting proxies to be used at the 2013 Annual Meeting of TSYS Shareholders which will be held on April 30, 2013, at 10:00 a.m., in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, Georgia. Proxies are solicited to give all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. In the following pagespage 24 of this Proxy Statement you will find information on matters to be voted upon atfor a detailed description of our executive compensation.

ADDITIONAL INFORMATION

Please see Additional Information About the Annual Meeting of Shareholders or any adjournment of that meeting.

Who Can Vote

You are entitled to vote if you were a shareholder of record of TSYS stock as ofbeginning on page 46 for important information about the close of business on February 20, 2013, the record date. Your shares can be voted at the meeting only if you are present or represented by a valid proxy.

Quorum and Shares Outstanding

A majority of the outstanding shares of TSYS stock must be present, either in person or represented by proxy in order to conductmaterials, voting, the Annual Meeting, of TSYS Shareholders. On February 20, 2013, 186,586,846 shares of TSYS stock were outstanding.

Proxies

The Board has designated two individualsfinancial information and the deadlines to serve as proxies to votesubmit shareholder proposals for the shares represented by proxies at the2017 Annual Meeting of Shareholders. If you are a shareholder of record and properly submit a proxy card or submit a proxy by telephone or via the Internet but do not specify how you want your shares to be voted, your shares will be voted by the designated proxies:

The designated proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting. At this time, we are unaware of any matters, other than as set forth above, that may properly come before the Annual Meeting.

Voting of Shares

Each share of TSYS stock represented at the Annual Meeting is entitled to one vote on each matter properly brought before the meeting. All shares entitled to vote and represented in person or by valid proxies received by phone, Internet or mail will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.

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VOTING INFORMATION

Required Votes

Election of Directors (Proposal 1)

Our bylaws provide a majority vote standard for uncontested director elections. To be elected, directors must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). If shareholders do not elect a nominee who is serving as a director, Georgia law provides that the director would continue to serve on the Board as a “hold over director.” Under our Corporate Governance Guidelines, an incumbent director that is not elected is expected to tender, promptly following certification of the voting results, his or her resignation from the Board, which resignation may be conditioned on Board acceptance of the resignation. In addition, our Corporate Governance Guidelines provide that the Board will nominate for election and appoint to Board vacancies only those candidates who have agreed to tender, promptly following the failure to receive the required vote for election to the Board, an irrevocable resignation that will be effective upon Board acceptance of the resignation. The Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation. The Board will act on the tendered resignation within 90 days from the certification of the voting results and promptly publicly disclose its decision. A director who tenders his or her resignation will not participate in the Committee’s recommendation or the Board action regarding whether to accept or reject the tendered resignation.

All Other Proposals

The affirmative vote of a majority of the votes cast is also needed to ratify the appointment of KPMG LLP as TSYS’ independent auditor for 2013 (Proposal 2) and approve the advisory vote on the compensation of TSYS’ named executive officers (Proposal 3).

Abstentions and Broker Non-Votes

Under certain circumstances, banks, brokers or other nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank, broker or other nominee (a “broker non-vote”). In these cases, and in cases where the shareholder abstains from voting on a matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank, broker or other nominee has authority to vote its shares on uninstructed matters is determined by the rules of the New York Stock Exchange (“NYSE”). We expect that banks, brokers and other nominees will be able to exercise discretionary authority to vote on Proposal 2, but will not have discretion to vote on Proposals 1 and 3. As such, if you do not provide voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may only vote your shares on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of any of the Proposals to be voted on at the Annual Meeting.

How You Can Vote

If you hold shares in your own name, you may vote by proxy or in person at the meeting. If you wish to vote your shares in person at our Annual Meeting, you may either bring your proxy card or Notice of Internet Availability to the meeting or request a ballot at the meeting. To vote by proxy, you may select one of the following options:

Vote By Internet

You can vote your shares on the Internet until 11:59 p.m. Eastern Time on April 29, 2013. The website for Internet voting is shown on your proxy card or Notice of Internet Availability, as applicable. Internet voting is available 24 hours a day, seven days a week. You will be given the opportunity to confirm that your instructions have been properly recorded. If you vote on the Internet, you do NOT need to return your proxy card if you received one.

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VOTING INFORMATION

Vote By Telephone

You can vote your shares by telephone until 11:59 p.m. Eastern Time on April 29, 2013 by calling the toll-free telephone number (at no cost to you) shown on your proxy card or Notice of Internet Availability, as applicable. Telephone voting is available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate the shareholder by using individual control numbers. If you vote by telephone, you do NOT need to return your proxy card if you received one.

Vote By Mail

If you received your proxy materials by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.

Revocation of Proxy

If you hold shares in your own name and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by: (1) signing another proxy card with a later date and returning it to us prior to the Annual Meeting; (2) voting again by telephone or on the Internet before 11:59 p.m. Eastern Time on April 29, 2013; or (3) attending the Annual Meeting in person and casting a ballot.

If your TSYS shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote.

Attending the Annual Meeting

The Annual Meeting will be held on Tuesday, April 30, 2013 in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, Georgia. Directions to the auditorium can be obtained from the Investor Relations page of TSYS’ website at www.tsys.com.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance PhilosophyPrinciples

The business affairs of TSYS are managed under the direction of the Board of Directors. The role of the Board of Directors is to effectively govern the affairs of TSYS for the benefit of its shareholders and other constituencies. The Board strives to ensure the success and continuity of business through the election and oversight of qualified management. It is also responsible for providing oversight to ensure that TSYS’ activities are conducted in a responsible and ethical manner. The Board is committed to having soundgood corporate governance, principleswhich is designed to build long-term shareholder value, sustain our success, maintain internal checks and balances and foster responsible decision making and accountability.

TSYS has adopted Corporate Governance Guidelines which governand other governance practices to provide a framework for the operationeffective governance of the Board and its committees.TSYS. Our Corporate Governance Guidelines and other governance practices are availablereviewed regularly by the Board and TSYS and modified as appropriate. The full text of our Corporate Governance Guidelines, Code of Business Conduct and Ethics which is applicable to all directors, officers and employees, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the independent Lead Director or with the non-management directors individually or as a group and procedures for reporting complaints and concerns about TSYS, including complaints concerning accounting, internal accounting controls and auditing matters can be found in the Corporate Governance section of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance.”

Governance is a continuing focus at TSYS, starting with the Board and extending to management and all employees. As such, the Board reviews TSYS’ policies and business strategies and advises and counsels the Chief Executive Officer and the other executive officers who manage our business.

Director Independence

The Board has determined that 12 of its 15 members are independent as defined by the listing standards of the NYSENew York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines requireGuidelines. TSYS’ Board has determined that a majority of our Board of Directorsthe following directors are independent: James H. Blanchard, Kriss Cloninger III, Walter W. Driver, Jr., Gardiner W. Garrard, Jr., Sidney E. Harris, William M. Isaac, Mason H. Lampton, Connie D. McDaniel, H. Lynn Page, John T. Turner, Richard W. Ussery and every member of the Audit, Compensation and Corporate Governance and Nominating Committees be independent. The NYSE listing standards provide thatJames D. Yancey. For a director does not qualify asto be considered independent, unless the Board of Directorsmust affirmatively determinesdetermine that the director has no direct or indirect material relationship with TSYS (either directly or as a partner, shareholder or officer of an organization that has a relationship with TSYS).TSYS. The Board has established guidelines for independence to assist it in determining director independence which are consistent with the independence requirements in the NYSE listing standards. These independenceIn addition to applying these guidelines, which are set forth in Section 2 of our Corporate Governance Guidelines. In addition to applying these independence guidelines,Guidelines and available in the Corporate Governance section of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance,” the Board considers all relevant facts and circumstances in making an independence determination.

The Board has determined that 12 of its 14 members are independent as defined byconsidered the listing standards of the NYSE and meet the guidelines for independence set by the Board. TSYS’ Board has determined that the following directors are independent: James H. Blanchard, Richard Y. Bradley, Kriss Cloninger III, Walter W. Driver, Jr., Gardiner W. Garrard, Jr., Sidney E. Harris, Mason H. Lampton, H. Lynn Page, John T. Turner, Richard W. Ussery, James D. Yancey and Rebecca K. Yarbrough. W. Walter Miller, Jr., who did not stand for reelection at the 2012 Annual Meeting, was also determined by the Board to be an independent director for the period he served as a director during 2012. Please seetransactions described under “Certain Relationships and Related Transactions” on page 45 which includes information with respect to immaterial relationships between TSYS10 and its independent directors. This information was considered byconcluded that none of the Board in determining atransactions impaired any director’s independence from TSYS under TSYS’ independence guidelines andor NYSE listing standards.

Attendance at Meetings

The Board of Directors held nineten meetings in 2012.2015. All directors attended at least 75% of Board and committee meetings held during their tenure during 2012.2015. The average attendance by directors at the aggregate number of Board and committee meetings they were scheduled to attend was 97%99%. Although TSYS has no formal policy with respect to Board members’ attendance at its annual meetings, it is customary for all Board members to attend the annual meetings. All of our directors attended the 20122015 Annual Meeting of Shareholders.

Executive Sessions of the Board of Directors

The non-management directors meet separately in executive session at least four times a year after each regularly scheduled meeting of the Board of Directors. The independent directors meet in executive session at least once a year. The independent Lead Director presides at the meetings of non-management and independent directors. James H. Blanchard currently serves as our independent Lead Director.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Committees of the Board

TSYS’ Board of Directors has five principal standing committees — an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee, a Technology Committee and an Executive Committee.

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Each committee has a written charter adopted by the Board of Directors that complies with the listing standards of the NYSE pertaining to corporate governance. Copies of the committee charters are available in the Corporate Governance section of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance”.Governance.” The Board has determined that each member of the Audit, Corporate Governance and Nominating and Compensation Committees is an independent director as defined by the listing standards of the NYSE and our Corporate Governance Guidelines.Guidelines, and satisfies the applicable SEC and NYSE additional independence requirements for the members of such committees. The following table shows the current membership of the various committees.

Executive Committee

During the intervals between meetings of TSYS’ Board of Directors when the full Board is unable to meet in person or telephonically with respect to urgent, time sensitive matters, the Executive Committee possesses and may exercise any and all of the powers of the Board of Directors in the management and direction of the business and affairs of TSYS with respect to which specific direction has not been previously given by the Board of Directors unless Board action is required by TSYS’ governing documents, law or rule.

Audit Committee

The Report of the Audit Committee is on page 21. The Board has determined that all members of the Committee are independent under the rules of the NYSE and the SEC, financially literate under the rules of the NYSE and that at least one member, H. Lynn Page is anand Connie D. McDaniel are “audit committee financial expert”experts” as defined by the rules of the SEC. The primary functions of the Audit Committee include:

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance and Nominating Committee

The primary functions of the Corporate Governance and Nominating Committee include:

Compensation Committee

The Report of the Compensation Committee is on page 37.38. The primary functions of the Compensation Committee include:

Establishing

The Compensation Committee’s charter reflects these responsibilities and, except to the extent prohibited by NYSE rules or other applicable law or regulation, allows the Committee to delegate any matters within its power and responsibility to individuals or subcommittees when it deems appropriate. Information regarding TSYS’ processes and procedures for the consideration and determination of executive compensation, including the roles of TSYS’ executive officers and independent compensation consultant in the Committee’s decision making process, can be found under “Compensation Discussion and Analysis” on page 23.24.

Technology Committee

The primary functions of the Technology Committee include:

Compensation Committee Interlocks and Insider Participation

Mr. Cloninger, Mr. Driver, and Mr. Lampton served on the Compensation Committee during 2012. None of these individuals is or has been an officer or employee of TSYS. During 2012, no member of the Compensation Committee was an executive officer of another entity on whose compensation committee or board of directors any executive officer of TSYS served.

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CORPORATE GOVERNANCE AND BOARD MATTERSBoard Leadership Structure

Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the Board including whether to separate or combine the Chief Executive Officer and Chairman positions as well as whether to have a Lead Director. Our bylaws and Corporate Governance Guidelines provide the Board with the flexibility to change the structure of the Chairman and Chief Executive Officer positions as and when appropriate. In addition, since 2003, our Corporate Governance Guidelines have required the election by the independent directors of an independent Lead Director to serve during any period when there is no independent Chairman of the Board in order to ensure that there is effective oversight by an independent board.

Responsibilities of the Independent Lead Director

Under our Corporate Governance Guidelines, the responsibilities of the independent Lead Director include:

Meetings of Non-Management Directors and Rationale for Structure

Our Corporate Governance Guidelines provide that non-management directors will meet in executive session at least four times a year and that our independent directors will meet in executive session at least once a year. As noted above, our Lead Director chairs these executive sessions which allow the Board to review key decisions and to discuss matters in a manner that is independent of the Chief Executive Officer, and where necessary, critical of the Chief Executive Officer and senior management.

The Board believes that the leadership of both the Board and TSYS by Mr. Woods is in the best interests of TSYS and its shareholders as it enhances communication between the Board and management and allows Mr. Woods to more effectively execute TSYS’ business plans and confront its challenges. The Board believes that the appointment of a strong independent Lead Director and the use of regular executive sessions of the non-management directors, along with the Board’s strong committee system and substantial majority of independent directors, allow it to maintain effective oversight of management.

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Risk Oversight

Our Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing TSYS. A fundamental part of risk oversight is not only understanding the material risks the company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the Board of Directors in reviewing TSYS’ business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for TSYS. The Board recognizes that it is neither possible nor prudent to eliminate all risk. In fact, thoughtful and appropriate risk-taking is essential for TSYS to remain competitive and to achieve its long-term strategic objectives.

The Board exercises its oversight responsibility for risk both directly and through the Audit, Compensation, Corporate Governance and Nominating, Processand Technology Committees. Management of TSYS, which is responsible for day-to-day risk management, maintains an enterprise risk management process. The enterprise risk management process is designed to identify and assess TSYS’ risks, and to develop steps to mitigate and manage risks. On at least an annual basis, our Chief Risk, Compliance and Privacy Officer presents a report to the full Board and the Board discusses the most significant risks that TSYS is facing and the steps management has taken or will take to mitigate those risks. In addition, the full Board is kept informed of each committee’s risk oversight and related activities through regular reports from the committee chairs.

The Audit Committee has primary responsibility for overseeing TSYS’ enterprise risk management framework and programs. The Committee regularly discusses our major financial risk exposures, financial reporting, internal controls, key operational risks, market risks and compliance, and the enterprise risk management framework and programs. TSYS’ executive management engages with and/or reports to the Committee on a regular basis to address high priority risks.

The Technology Committee assists the Board and the Audit Committee in the oversight of TSYS’ management of risks regarding technology, information security, disaster recovery and business continuity, including, but not limited to, risks in these four areas related to hardware, software, personnel, architecture, organizational structure, management, resource allocation, innovation, and research and development. The Committee oversees and reviews management’s assessment and management of these technology risks and regularly discusses with management TSYS’ risk appetite and strategy relating to these risks.

The Corporate Governance and Nominating Committee makes recommendationsoversees risks related to our overall corporate governance structure and processes, including board and committee composition, board size and structure, independence and risks arising from related party transactions.

The Compensation Committee oversees the risks associated with management resources, succession planning and management development and our compensation structure and programs, including evaluating and assessing risks arising from our compensation policies and practices for all employees, as discussed further below.

Management recently conducted a risk assessment to evaluate the risks associated with TSYS’ compensation practices, policies and programs for all employees, including the named executive officers. Management’s analysis was reviewed with the Compensation Committee at its February 2016 meeting. Based on this review and assessment, we do not believe our compensation programs encourage excessive or inappropriate risk-taking that is reasonably likely to result in a material adverse effect on TSYS.

Shareholder Engagement

We believe that building positive relationships with our shareholders is critical to TSYS’ long-term success. We value the views of our shareholders and we have both face-to-face meetings and conference calls with them during the year on subjects such as capital allocation, our performance, the regulatory environment, corporate governance and executive compensation in an effort to ensure that management and the Board understand and consider the issues that matter most to our shareholders and to enable TSYS to attempt to address them effectively.

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Board and Committee Evaluations

Each year, our Board and committees conduct self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board; to assess their effectiveness and adherence to our Corporate Governance Guidelines and committee charters; and to identify opportunities to improve Board and committee performance.

Communicating with the Board

The Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the independent Lead Director, or the non-management directors individually or as a group. Shareholders and other interested parties may communicate with the Board by writing the Board of Directors, regardingTotal System Services, Inc., c/o General Counsel’s Office, One TSYS Way, Columbus, Georgia 31901 or by calling (888) 467-2881. These procedures are also available in the Corporate Governance section of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance.” The process for handling shareholder and other communications to the Board has been approved by TSYS’ independent directors.

Board Composition

Nominating Process and Director Recruitment

The Corporate Governance and Nominating Committee reviews potential director candidates and recommends nominees to the Board for approval. The Committee assesses the size and composition of the Board. The Committee reviews annuallyBoard each year and seeks input from each director with respect to the Board thecurrent composition of the Board in light of TSYS’ current and future business strategies as a wholemeans to identify any backgrounds or skill sets that may be helpful in maintaining or improving alignment between Board composition and recommends, if necessary, measuresour business. In assessing Board composition and selecting and recruiting director candidates, the Committee believes it is important to be taken so thathave a mix of experienced directors with a deep understanding of TSYS and others who bring a fresh perspective. In this regard, the Committee recruited two new directors in 2014. Additionally, the Board reflects the appropriate balanceappointed Pamela A. Joseph to serve as a member of diversity of background, perspective and experience required for the Board beginning in March 2016 and to serve as TSYS’ President and Chief Operating Officer, effective May 1, 2016. Ms. Joseph is standing for re-election as a whole and containsdirector at least the minimum number of independent directors required by NYSE listing standards. 2016 Annual Meeting.

The Committee is responsibleaware that a long-tenured board and/or long-tenured directors may be believed by some to contribute to a lack of diversity and fresh perspectives, and may also diminish a director’s independence. The Committee appreciates these concerns and has been focused on director refreshment and succession planning for ensuringseveral years in light of recent director retirements and additional retirements that will take place in 2016 and 2017. In anticipation of at least four director retirements in 2016 and 2017, the compositionCommittee is actively engaged in succession planning and, depending upon what the Board determines the appropriate size of the Board accurately reflectsto be at that time, will seek directors who meet the needs of TSYS’ business and, in furtherance of this goal, proposing the addition of members or not renominating members for purposes of obtaining the appropriate members and skills.criteria described under “Director Qualifications” below.

Director Qualifications

Our Corporate Governance Guidelines contain Board membership criteria considered by the Committee in recommending nominees for a position on TSYS’ Board. The Committee believes that, at a minimum, a director candidate must possess the personal qualities of personal and professional integrity, sound judgment and forthrightness. A director candidate must also have sufficient time and energy to devote to the affairs of TSYS, be free from conflicts of interest with TSYS, possess a willingness to challenge and stimulate management and the ability to work as part of a team in an environment of trust, and be willing to make, and financially capable of making, the required investment in TSYS’ stock pursuant to our Director Stock Ownership Guidelines. In addition to possessing the foregoing personal qualities, theThe Committee believes that a director candidate should possess a sufficient mix of independence and experience qualities and thus considers, among other things, the following criteria when reviewing a director candidate:candidate and existing directors:

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In addition, in accordance with our Corporate Governance Guidelines, no person 75 years or older is eligible for election as a member of the Board.

The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In addition to the criteria set forth above, the Committee considers how the skills and attributes of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Although the Board does not have a formal policy on diversity, the Board and the Committee believe that the background and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will contribute to Board diversity and allow the Board to effectively fulfill its responsibilities. The Committee actively considers diversity in recruitment and nominations of directors.

Identifying and Evaluating Nominees

The Committee has two primary methods for identifying director candidates (other than those proposed by TSYS’ shareholders, as discussed below). First, on a periodic basis, the Committee solicits ideas for possible candidates from a number of sources including members of the Board, TSYS executives and individuals personally known to the members of the Board. Second, the Committee may from time to time, use its authority under its charter to retain at TSYS’ expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms).

In consideringThe Committee will consider all director candidates for director nominee,identified through the Committee generally assembles all information regarding a candidate’s backgroundprocesses described above and qualifications, evaluates a candidate’s mixwill evaluate each of skills and qualifications and determinesthem, including incumbents, based on the contribution the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the overall Board balance of diversity of perspectives, background and experiences. Although the Committee does not have a separate policy with respect to the consideration of diversity in selecting director nominees, one of the criteria considered by the Committee in evaluating a director or a director candidate is whether the person assists in achieving a mix of Board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, place of residence and specialized experience as set forth above. When the Committee meets to discuss director nominees, diversity forms part of its considerations. With respect to current directors, the Committee also considers past attendance at meetings and assesses participation in and contributions to the activities of the Board.

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CORPORATE GOVERNANCE AND BOARD MATTERS

same criteria. Director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. If based on the Committee’s initial evaluation a director candidate continues to be of interest to the Committee, the Chair of the Committee and other Committee members will interview the candidate and communicate histhe evaluation to the other Committee members and executive management. Additional interviews are conducted, if necessary, and ultimately the Committee will meet to finalize its list of recommended candidates for the Board’s consideration.

During 2015 and 2016, the Committee sought to recruit an additional Board member who aligns with TSYS’ long-term growth strategy. Following consideration of candidates submitted by directors and members of management, including a comprehensive review of the candidates’ abilities and qualifications, the Committee recommended that Pamela A. Joseph be elected to the Board. Ms. Joseph was recommended by the Chief Executive Officer. The Board has also appointed Ms. Joseph to serve as TSYS’ President and Chief Operating Officer, effective May 1, 2016.

Shareholder Candidates

The Committee will also consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as our bylaws permit shareholders to nominate candidates and as one of the duties set forth in the Corporate Governance and Nominating Committee charter is to review and consider director candidates submitted by shareholders. The Committee’s evaluation process does not vary based upon whether a candidate is recommended by a shareholder; provided, however, the procedural requirements set forth in our bylaws and the procedures described under “Shareholder Proposals and Nominations” on page 4849 must be met.

Executive Sessions of theCertain Relationships and Related Transactions

Related Party Transaction Policy

The Board of Directors

The non-management directors meet separately in executive session at least four times a year after each regularly scheduled meeting of the Board of Directors. Currently, all of our non-management directors are independent. In the event one or more of our non-management directors is not independent, the independent directors meet in executive session at least once a year. Richard Y. Bradley, the Lead Director, presides at the meetings of non-management and independent directors.

Communicating with the Board

The Board provides a process for shareholders and other interested parties to communicate with one or more members of the Board, including the Lead Director, or the non-management directors individually or as a group. Shareholders and other interested parties may communicate with the Board by writing the Board of Directors, Total System Services, Inc., c/o General Counsel’s Office, One TSYS Way, Columbus, Georgia 31901 or by calling (888) 467-2881. These procedures are also available in the Corporate Governance section of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance”. The process for handling shareholder and other communications to the Board has been approved by TSYS’ independent directors.

Additional Information about Corporate Governance

TSYS has adopted Corporate Governance Guidelinesa written policy for the review, approval or ratification of certain transactions with related parties of TSYS, which govern the operation of the Board and its committees. The Corporate Governance Guidelines are regularly reviewedpolicy is administered by the Corporate Governance and Nominating Committee. WeTransactions that are covered under the policy include any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which: (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year; (2) TSYS is a participant; and (3) any related party of TSYS (such as an executive officer, director, nominee for election as a director or greater than 5% beneficial owner of TSYS stock, or their immediate family members) has or will have also adopted a Codedirect or indirect material interest.

In determining whether to approve or ratify a related party transaction, the Committee must consider, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to TSYS than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of Business Conduct and Ethics which is applicable to all directors, officers and employees. The Code of Conduct requires honest and ethical conductthe related party’s interest in the performance of duties and provides methods bytransaction.

The policy does not apply to transactions which to report unethical conduct. In addition, we maintain procedures for the confidential, anonymous submission of any complaintsoccurred, or concerns about TSYS, including complaints regarding accounting, internal accounting controls or auditing matters. Shareholders may access the Corporate Governance Guidelines, Code of Business Conduct and Ethics, each committee’s current charter, procedures for shareholders and other interested parties to communicate with the Lead Director or with the non-management directors individually or as a group and procedures for reporting complaints and concerns about TSYS, including complaints concerning accounting, internal accounting controls and auditing matters in the Corporate Governance sectioncase of our website at www.tsys.com, under “Investor Relations” then “Corporate Governance”.ongoing transactions, transactions which began, prior to the date of the adoption of the policy by the Board.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Structure and Risk Oversight

Philip W. Tomlinson has served as Chairman of the Board and Chief Executive Officer of TSYS since 2006 and has served in various capacities with TSYS since its inception in 1982, including Chief Executive Officer and President. We believe that having one person serve as both Chairman of the Board and Chief Executive Officer is appropriate at the present time as it demonstrates to our employees, customers, investors and the industry that TSYS operates under strong, seasoned and singular leadership. We further believe that having Mr. Tomlinson serve in a combined Chairman and Chief Executive Officer role helps provide strong unified leadership for our management team and the Board of Directors. Accordingly, we believe that having one person serve as Chairman of the Board and Chief Executive Officer, coupled with an independent Lead Director, is best for TSYS and our shareholders at this time.

Under its charter, the Corporate Governance and Nominating Committee periodically reviews and recommends to the Board the leadership structure of the board including whether to separate or combine the Chief Executive Officer and Chairman positions as well as whether to have a Lead Director. Our bylaws and Corporate Governance Guidelines provide the Board with the flexibility to change the structure of the Chairman and Chief Executive Officer positions as and when appropriate. In addition, since 2003, our Corporate Governance Guidelines have required the election by the independent directors of an independent Lead Director to serve during any period when there is no independent Chairman of the Board in order to ensure that there is effective oversight by an independent board. Richard Y. Bradley currently serves as our Lead Director.

Under our Corporate Governance Guidelines, the responsibilities of the Lead Director include:

Our Corporate Governance Guidelines provide that non-management directors will meet in executive session at least four times a year and that in the event one or more of the non-management directors is not independent, our independent directors will meet in executive session at least once a year. As noted above, our Lead Director chairs these executive sessions which allow the Board to review key decisions and to discuss matters in a manner that is independent of the Chief Executive Officer, and where necessary, critical of the Chief Executive Officer and senior management.

Additionally, as discussed under “Committees of the Board” above, our Board has five standing committees — an Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, Technology Committee and Executive Committee. In accordance with NYSE listing standards, the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee are each comprised solely of independent directors and each has a separate chair. Our Technology Committee is also comprised solely of independent directors and our Executive Committee is comprised of a majority of independent directors.

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CORPORATE GOVERNANCE AND BOARD MATTERSRelated Party Transactions

Mack Paul Daffin, Jr., the son-in-law of director Philip W. Tomlinson, was employed by TSYS as a senior director of distributed technology during 2015. Mr. Daffin received $344,280 in compensation during 2015. John Dale Hester, the son-in-law of director Richard W. Ussery, was employed by TSYS as a group executive, relationship management during 2015. Mr. Hester received $264,703 in compensation during 2015. Roderick Cowan Hunter, the son-in-law of director James D. Yancey, was employed by TSYS as a senior director of sales and marketing during 2015. Mr. Hunter received $172,276 in compensation during 2015. Charles D. Todd, the brother of Paul M. Todd, Senior Executive Vice President and Chief Financial Officer of TSYS, was employed by TSYS as a senior director of finance and accounting during 2015. Mr. Todd received $251,503 in compensation during 2015. None of the employees listed above is an executive officer of TSYS. The compensation received by the employees listed above is determined under the standard compensation practices of TSYS. The employment relationships described above did not require review, approval or ratification under TSYS’ Related Party Transaction Policy as they began prior to the adoption of the policy by the TSYS Board.

During 2011, TSYS made a capital commitment of $20 million to TTV Fund III, L.P. (“Fund III”), a private equity fund engaged in private equity investment transactions. As of January 31, 2016, TSYS had funded approximately 74% of its capital commitment and held approximately 49% of the membership interests in Fund III. TSYS will be entitled to receive 39.9% of any profit allocations made by Fund III. Gardiner W. Garrard, III, the son of director Gardiner W. Garrard, Jr., owns an interest in the general partner which manages Fund III. As a result of this ownership interest, Gardiner W. Garrard, III will be entitled to receive 29.2% of any profit allocations made by Fund III to its general partner. Fund III has entered into an agreement with TTV Capital, LLC (“TTV”) pursuant to which TTV provides investment management administrative services to Fund III. Gardiner W. Garrard, III owns 50% of the membership interests in TTV and also serves as its managing partner. During 2015, TSYS paid TTV a management fee of $339,195 as a result of its investment in Fund III.

During 2015, TSYS made a capital commitment of $20 million to TTV Fund IV, L.P. (“Fund IV”), a private equity fund engaged in private equity investment transactions. As of January 31, 2016, TSYS had funded approximately 2% of its capital commitment and held approximately 39% of the membership interests in Fund IV. TSYS will be entitled to receive 31% of any profit allocations made by Fund IV. Gardiner W. Garrard, III owns an interest in the general partner which manages Fund IV. As a result of this ownership interest, Gardiner W. Garrard, III will be entitled to receive 27.5% of any profit allocations made by Fund IV to its general partner. Fund IV has entered into an agreement with TTV pursuant to which TTV provides investment management administrative services to Fund IV. As noted above, Gardiner W. Garrard, III owns 50% of the membership interests in TTV and also serves as its managing partner. During 2015, TSYS paid TTV a management fee of $166,304 as a result of its investment in Fund IV. The terms of these transactions are comparable to those provided for between similarly situated unrelated third parties in similar transactions and these transactions were approved pursuant to TSYS’ Related Party Transaction Policy.

Other Information About Board Independence

In addition to the information set forth under the caption “Related Party Transactions” above, the Board also considered the following relationship in evaluating the independence of our independent directors and determined that it does not constitute a direct or indirect material relationship with TSYS. An entity of which Mr. Cloninger serves as an executive officer made payments to and received payments from TSYS for merchant processing and printing and related services, respectively, in the ordinary course of business during 2015, which payments were significantly less than the greater of two percent of the annual revenues for that entity or TSYS, or $1 million, and therefore satisfy the Board’s guidelines for independence.

Each of these committees plays an important role in the governance and leadership of our Board and each is currently chaired by an independent director with significant public company director experience. We believe that TSYS’ current leadership structure best facilitates the Board’s oversight of risk by combining independent leadership, through the Lead Director, independent Audit, Compensation, Corporate Governance and Nominating and Technology Committees and a Board which is comprised of a substantial majority of independent directors, with an experienced Chairman and Chief Executive Officer who has intimate knowledge of our business, history, and the challenges that we face.

Our Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing TSYS. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the Board of Directors in reviewing TSYS’ business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for TSYS.

The Board exercises its oversight responsibility for risk both directly and through the Audit, Compensation, Corporate Governance and Nominating, and Technology Committees. Management of TSYS  which is responsible for day-to-day risk management, maintains an enterprise risk management process. The enterprise risk management process is designed to identify and assess TSYS’ risks, and to develop steps to mitigate and manage risks. On at least an annual basis, our Chief Risk and Compliance Officer presents a report to the full Board and the Board discusses the most significant risks that TSYS is facing and the steps management has taken or will take to mitigate those risks. In addition, the full Board is kept informed of each committee’s risk oversight and related activities through regular reports from the committee chairs.

The Audit Committee has primary responsibility for overseeing TSYS’ enterprise risk management framework and programs. The Committee regularly discusses our major financial risk exposures, financial reporting, internal controls, key operational risks, market risks and compliance, and the enterprise risk management framework and programs. The Committee receives reports at least quarterly from TSYS’ Chief Risk and Compliance Officer regarding TSYS’ assessment of risks.

The Technology Committee was formed by the Board in 2012 to assist the Board and the Audit Committee in the oversight of TSYS’ management of risks regarding technology, data security, disaster recovery, and business continuity, including, but not limited to, risks in these four areas related to hardware, software, personnel, architecture, organizational structure, management, resource allocation, innovation, and research and development. The Committee oversees and reviews management’s assessment and management of these technology risks and regularly discusses with management TSYS’ risk appetite and strategy relating to these risks.

The Compensation Committee oversees the risks associated with management resources, succession planning and management development and our compensation structure and programs, including evaluating and assessing risks arising from our compensation policies and practices for all employees.

The Corporate Governance and Nominating Committee oversees risks related to our overall corporate governance structure and processes, including board and committee composition, board size and structure, independence and risks arising from related party transactions.

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DIRECTOR COMPENSATION

Director Compensation Program

The Corporate Governance and Nominating Committee is responsible for reviewing and recommending to the Board compensation programs for non-management directors.non-employee directors, which review is conducted annually. TSYS does not pay management directors who are employees for Board service in addition to their regular employee compensation. As part of its review of director compensation, the Committee periodically engages an outside consultant to report on director compensation practices and levels, but did not do so in 2015. In addition, from time to time, the most recent of which was the engagement byChief Executive Officer may make recommendations to the Committee about types and amounts of Mercer (U.S.) Inc. in September 2010. Mercer evaluated TSYS’ directorappropriate compensation program relative tofor directors. During 2015, the peer groupannual cash Board retainer was increased by $5,000, the value of companies used by TSYS in 2010 for executive compensation comparison purposes. Mercer recommended increases in both the cash and equity components of the director compensation program. For 2011, the Corporate Governance and Nominating Committee considered and partially implemented these recommendations by recommending that the Board approve certain changes and increases to the annual equity compensation for directors, but at levels lower than those recommendedaward was increased by Mercer. For 2012,$18,000 and the Committee reconsidered Mercer’s recommendations and also performed an internal evaluation of TSYS’ director compensation program relative to the peer group of companies usedLead Director’s cash retainer was increased by TSYS in 2011 for executive compensation comparison purposes. As a result of this review, the Committee at its May 2012 meeting decided to recommend that the Board approve increases to both the cash and equity compensation programs for directors, which are described below. These changes were primarily intended to provide non-management directors with competitive compensation opportunities relative to the peer group companies. After implementing these changes, both the cash and equity components of TSYS’ director compensation are at approximately the 50^th percentile of director compensation for the peer group companies.$15,000.

The compensation program for non-employee directors is designed to achieve the following goals: compensation should fairly pay directors for work required for a company of TSYS’ size; compensation should align directors’ interests with the long-term interests of shareholders; and the structure of the compensation should be simple, transparent and easy for shareholders to understand.

Cash Compensation of Directors

Beginning in May 2012, theThe annual cash retainer for non-employee directors was increased to $70,000.is $75,000. Compensation Committee Technology Committee and ExecutiveTechnology Committee members receive an additional cash retainer of $10,000, Corporate Governance and Nominating Committee members receive an additional cash retainer of $7,500 and Audit Committee members receive an additional cash retainer of $15,000. In addition, the Chairperson of the Corporate Governance and Nominating Committee receives a $7,500 cash retainer, the Chairpersons of the Compensation and Technology Committees receive a $10,000 cash retainer, the ChairpersonsChairperson of the Audit and Executive Committees receiveCommittee receives a $15,000 cash retainer and the Lead Director receives a $5,000$20,000 cash retainer.

By paying non-employee directors annual retainers for Board and Committee service, each director is compensated for his or her role and judgment as an advisor to TSYS, rather than for his or her attendance or effort at individual meetings. In so doing, directors with added responsibility are recognized with higher cash compensation. For example, members of the Audit Committee receive a higher cash retainer based upon the enhanced duties, time commitment and responsibilities of service on that committee. The Corporate Governance and Nominating Committee believes that this additional cash compensation is appropriate. In addition, directors may from time to time receive compensation for serving on special committees of the TSYS Board.

Directors are not compensated for serving on the Executive Committee.

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DIRECTOR COMPENSATION

Deferral Program

Non-employee directors may elect to defer all or a portion of their cash compensation under the Directors’ Deferred Compensation Plan. The Directors��Directors’ Deferred Compensation Plan does not provide directors with an “above market” rate of return. Instead, the deferred amounts are deposited into one or more investment funds at the election of the director. In so doing, the plan is designed to allow directors to defer the income taxation of a portion of their compensation and to receive an investment return on those deferred amounts. All deferred fees are payable only in cash. No directorMr. Driver deferred cash compensation under this plan during 2012.2015.

Equity Compensation of Directors

Beginning in May 2012, the equity component of the director compensation program was increased to provide forNon-employee directors receive an annual equity award with a fixed value of $112,000,$130,000, with 50% awarded in the form of fully vested stock options and 50% in the form of fully vested shares. These awards are designed to create equity ownership and to focus directors on the long-term performance of TSYS.

Stock Ownership Guidelines

The equity awards to non-employee directors assist and facilitate directors’ fulfillment of their stock ownership requirements. TSYS’ Corporate Governance Guidelines require all directors to accumulate over time shares of TSYS stock equal in value to at least three times the value of their annual retainer for Board service. Directors have five years to attain this level of total stock ownership but must attain a share ownership threshold of one times the amount of the director’s annual retainer within three years. These stock ownership guidelines are designed to align the interests of TSYS’ directors to that of TSYS’ shareholders and the long-term performance of TSYS. As of December 31, 2012, each director had satisfied theseAll directors currently comply with our ownership guidelines. In January 2013, we amended these stock ownership guidelines to provide that shares of our stock that are pledged shall not be included when calculating whether a director is in compliance with these guidelines.

Meeting Expenses

TSYS reimburses Board members for expenses incurred in attending Board and committee meetings and for attending director continuing educational programs in their capacities as directors. Such expenses include food, lodging and transportation.

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DIRECTOR COMPENSATION

The following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2012.2015.

Director Compensation Table

14    TOTAL SYSTEM SERVICES, INC.Mr. Tomlinson’s Transition and Retirement and Consulting Arrangements

In June 2014, Mr. Tomlinson notified our Board of his decision to retire as the Chief Executive Officer effective July 31, 2014 but to remain as an executive officer and Chairman of the Board until the 2015 Annual Meeting. In his role as Executive Chairman, Mr. Tomlinson assisted in the smooth and orderly transition of our executive leadership and provided support for our business development activities by working to maintain client relationships. In connection with his retirement as Chief Executive Officer, in June 2014 we entered into a Transition and Retirement Agreement with him as was described in our 2015 Proxy Statement.

We also entered into a Restrictive Covenant Agreement and a Consulting Agreement with him in June 2014. Under the Restrictive Covenant Agreement, Mr. Tomlinson has agreed to certain non-disclosure, non-competition, non-solicitation and non-disparagement covenants for a period of two years from and after the date when he retires from his position as a director of TSYS. The Consulting Agreement will commence upon Mr. Tomlinson’s retirement. He has agreed to serve as a consultant to us for a period of two years following his retirement, providing consulting services related to business development, maintenance of client relationships, executive and board development and such other matters as may be requested by the Chief Executive Officer. We will pay Mr. Tomlinson $500,000 per year during the term of the Consulting Agreement. We may terminate the Consulting Agreement if Mr. Tomlinson breaches any obligation under the Consulting Agreement, the Restrictive Covenant Agreement, or any other agreement with us.

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General Information

Our Board of Directors is pleased to present the 13 nominees listed on pages 1514 through 18 of this Proxy Statement for election as directors at the Annual Meeting. All of the 13 nominees are currently serving on our Board. Mrs. Rebecca K. Yarbrough, currently a memberBoard and were elected by shareholders at the 2015 Annual Meeting, except Ms. Joseph who was elected by the Board in March 2016. H. Lynn Page and Gardiner W. Garrard, Jr., current members of our Board, will not be standing for re-election at the Annual Meeting due to having reached mandatory retirement age. We thank Mr. Page and Mr. Garrard for their outstanding service. Our directors determine the size of the Board and for purposes of the Annual Meeting, the number is fixed at 13.

Nominees for Election as Directors

All nominees for director have been nominated by the Corporate Governance and Nominating Committee and approved by the Board for election as directors and, if elected, will hold office until the 20142017 Annual Meeting. The Board believes that each director nominee will be able to stand for election. If any nominee becomes unable to stand for election, proxies in favor of that nominee will be voted in favor of any substitute nominee named by the Board upon the recommendation of the Corporate Governance and Nominating Committee. If you do not wish your shares voted for one or more of the nominees, you may so indicate on the proxy.

The 13 nominees for director were selected by the Corporate Governance and Nominating Committee based upon a review of the nominees and consideration of the director qualifications described under “Corporate Governance and Board Matters — Director Qualifications and Nominating Process”“Director Qualifications” on page 8.9. The Committee evaluates each individual in the context of the Board as a whole with the objective of recommending a group of directors that can best perpetuate the success of TSYS’ business and represent the long-term interests of shareholders.

The Committee determined that each director nominee possesses the personal qualities of personal and professional integrity, sound judgment and forthrightness; has sufficient time to dedicate to the affairs of TSYS; is free from conflicts of interest with TSYS; is able to work in a collegial manner; and has satisfiedis in compliance with the requirements of the Director Stock Ownership Guidelines. In addition, 11 of the 13 director nominees are independent as defined by NYSE listing standards and meet the guidelines for independence set by the Board.

The Committee also assessed the experience and qualifications of each director nominee. To follow is certain information with respect to each director nominee, including information with respect to the specific experience, qualifications or skills that led the Boardcontributed to conclude, upon the Committee’s recommendation, that the person should servehis or her selection as a director.member of our Board of Directors.

Chairman of the Board and Chief Executive Officer, Retired, Synovus Financial Corp. —; Chairman, Board of the Board —Advisors, Jordan-Blanchard Capital, LLC — 

Age 74

Director since 1982

Mr. Blanchard 71 years of age, has served as Chairman of the Board of Advisors of Jordan-Blanchard Capital, LLC, a recently formed private equity investment company, since August 2011.2014, and served as Chairman of its Board of Directors from 2011 until 2014. Mr. Blanchard previously served as Chairman of the Board and Chief Executive Officer of Synovus Financial Corp., a financial services company (“Synovus”). Mr. Blanchard was elected Chairman of the Board of Synovus in July 2005 and retired from that position in October 2006. Prior to 2005, Mr. Blanchard served for over 3435 years in various capacities with(1970-2005) as the chief executive officer of Synovus or its subsidiary, Columbus Bank and Trust Company (the predecessor to Synovus Bank), including Chief Executive Officer. Mr. Blanchard was elected as executive Chairman of boththe Board of Synovus in 2005 and Columbus Bank and Trust Company.retired from that position in 2006. Mr. Blanchard continued to serve as a director of Synovus until 2012. Mr. Blanchard was elected Chairman of the Executive Committee of TSYS in February 1992. Although he continues to serve in this capacity, he retired as an executive officer of TSYS in conjunction with his retirement as an executive officer of Synovus in October 2006.

Mr. Blanchard also serves as Lead Director of AT&T Corporation and has served as a director of AT&T Corporation and BellSouth Corporation. Mr. Blanchard’s business experience includes service on the boards of the Financial Services Roundtable, BITS (formerly, Bankers

14    TSYS  -  2016 Proxy Statement

Information Technology Secretariat), the American Bankers Association, the Georgia Chamber of Commerce and the Georgia Research Alliance, and membership with The University of Georgia Dean’s Advisory Board for the Terry College of Business. Mr. Blanchard is a graduate of the University of

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ELECTION OF DIRECTORS

Georgia, and he earned a law degree from the University of Georgia School of Law. Mr. Blanchard’s leadership and consensus-building skills, experience as the principal executive officer of a public company in the financial services industry, experience in the payment services industry and understanding of TSYS’ business and historical development give TSYS’ Board valuable insights related to matters of strategic importance.

Richard Y. Bradley — Partner, Bradley & Hatcher — 

President, Aflac Incorporated

Age 68

Director since 1991    2004

Mr. Bradley, 74 years of age, is a lawyer with the law firm of Bradley & Hatcher. His professional career includes the practice of law for 44 years, most recentlyCloninger has served as a partner with the Bradley & Hatcher firm from July 1995 to the present. Mr. Bradley previously servedPresident and as a director of Synovus. He has significant experience in corporate governance matters, having chaired the Corporate Governance and Nominating Committee of the TSYS board since 2000 and the Synovus board from 2000-2012. Mr. Bradley also has Board leadership experience having served as TSYS’ Lead Director since 2008. Mr. Bradley’s business and professional experience includes serving as President of Bickerstaff Clay Products Company, Inc., a structural clay products manufacturing company, President of the Georgia State Bar from 1983-1984 and Chairman of Georgia’s Institute of Continuing Legal Education from 1984-1985. Mr. Bradley is a fellow of the American College of Trial Lawyers. Mr. Bradley is a graduate of the University of Georgia School of Business, and he earned a law degree from the University of Georgia School of Law. Mr. Bradley’s legal training and experience, his experience in corporate governance-related matters and his leadership and consensus-building skills are of great value in his leadership role on TSYS’ Board.

Kriss Cloninger III — President and Chief Financial Officer, Aflac Incorporated — Director since 2004    Mr. Cloninger, 65 years of age, has served in various capacities with Aflac Incorporated, an insurance holding company, since joining Aflac in 1992, including President and Chief Financial Officer, a title he has held since 2001. Mr. Cloninger also servesserved as a directorChief Financial Officer of Aflac.Aflac from the time he joined the company in 1992 until June 2015. Mr. Cloninger also serves as a director of Tupperware Brands Corporation and chairsis a member of its AuditCompensation Committee. Mr. Cloninger’s business experience includes serving as a principal with KPMG LLP. Mr. Cloninger is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. Mr. Cloninger is a graduate of the University of Texas at Austin and he earned a Masters degree in business administration from the University of Texas at Austin. Mr. Cloninger’s experience as a principal financial officer of a public company with a strong international business provides an important perspective to the TSYS Board as TSYS expands internationally.

Chairman —- Southeast, Goldman, Sachs & Co. — 

Age 70

Director since 2002

Mr. Driver 67 years of age, has served as Chairman-Southeast of Goldman, Sachs & Co., an investment banking and securities firm, since January 2006. Mr. Driver practiced law with the law firm of King & Spalding from 1970 until 2006, and served as Managing Partner or Chairman of the firm from 1999 until 2006. Mr. Driver’s law practice focused on many aspects of representation of financial institutions, including financing transactions. Mr. Driver also serves as a director of Equifax Inc. and is a member of its Compensation and Governance Committees. Mr. Driver is a graduate of Stanford University and he earned a law degree from the University of Texas School of Law. Mr. Driver’s legal training and experience, his negotiating skills, risk assessment skills and understanding of complex financial transactions benefit the TSYS Board in its discussion of strategic matters.

Gardiner W. Garrard, Jr. — Chairman of the Board, The Jordan Company — Director since 1982    Mr. Garrard, 72 years of age, was named Chairman of the Board of The Jordan Company, a real estate development and private equity investments company, in 2009. He served as President of The Jordan Company from 1975 until his election as Chairman of the Board. Mr. Garrard previously served as a director of Synovus and has also served as a member of the TSYS and Synovus Audit Committees, Compensation Committees and Executive Committees. Mr. Garrard is a graduate of the University of North Carolina and he earned a law degree from the University of Georgia School of Law. Mr. Garrard’s executive management experience, leadership skills, public company board expertise and legal training provide the TSYS Board with leadership and consensus building skills on matters of strategic importance.

Professor and Dean, Retired, Georgia State University — 

Age 66

Director since 1999

Mr. Harris 63 years of age, has served as a professor at Georgia State University since July 1997.from 1997 until his retirement in 2014. From 1997 until 2004, Mr. Harris also served as the Dean of the J. Mack Robinson College of Business at Georgia State University. In 1987, Mr. Harris joined the faculty of the Peter F. Drucker Graduate School of Management at the Claremont Graduate School and served as Dean of Drucker from 1991 until 1996. His research has focused on strategy implementation, general management and the

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ELECTION OF DIRECTORS

strategic use of information in the strategy, structure and culture of high performance organizations. He has lectured internationally at several universities, and served as a member of the board of the Society of International Business Fellows. Mr. Harris serves as a director of the RidgeWorth Funds and the Multi-Manager Portfolio Funds, andis a member of its Audit Committee. Mr. Harris has also served as a director of the Multi-Manager Portfolio Funds, The ServiceMaster Company and Transamerica Investors, Inc. Mr. Harris is a graduate of Morehouse College and he earned a PhD in operations research at Cornell University. Mr. Harris’ knowledge of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation and risk management help the TSYS Board address challenges that TSYS encounters as it expands internationally and manages enterprise risk.

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Senior Managing Director, FTI Consulting

Age 72

Director since 2014

Mr. Isaac has served as Senior Managing Director of FTI Consulting (“FTI”) since 2011. Mr. Isaac also serves as Global Head of FTI’s Financial Institutions practice. Mr. Isaac founded The Secura Group, a leading financial institutions consulting firm, in 1986. The Secura Group was acquired by FTI in 2011. Prior to forming The Secura Group, Mr. Isaac served for almost eight years on the Board of the Federal Deposit Insurance Corporation, serving as Chairman for nearly five years. Mr. Isaac also serves as Chairman of Isaac Property Companies. Mr. Isaac’s business experience includes serving as the former Chairman of Fifth Third Bancorp, and as a former director of MPS Group, Trans Union Corporation, The Associates and Amex Centurion Bank. Mr. Isaac is a graduate of Miami University and he earned a law degree from The Ohio State University College of Law. Mr. Isaac’s experience in the financial services industry exceeds 40 years of service in the role of lawyer, consultant, regulator and director which provides the TSYS Board with invaluable resources regarding the financial services industry.

President and Chief Operating Officer - Elect, Total System Services, Inc. (effective May 1, 2016)

Age 57

Director since 2016

The Board has appointed Ms. Joseph to serve as TSYS’ President and Chief Operating Officer, effective May 1, 2016. Ms. Joseph served as Vice Chairman, Payment Services, of U.S. Bancorp and Chairman and Chief Executive Officer of Elavon, Inc., a wholly owned subsidiary of U.S. Bancorp, from December 2004 until her retirement in June 2015. U.S. Bancorp Payment Services and Elavon, Inc. manage and facilitate consumer, small business and corporate card issuing, as well as merchant payment processing. Ms. Joseph also serves as a director of TransUnion and is a member of its Audit and Compliance Committee, a director of Paychex, Inc. and is a member of its Audit Committee and as a director of Centene Corporation and is a member of its Audit and Compensation Committees. Ms. Joseph is a graduate of the University of Illinois at Champaign-Urbana. Ms. Joseph’s extensive executive experience in the financial services and payments industries, her wealth of technology experience and her experience with major acquisitions and international expansion provide valuable insight and resources to the TSYS Board as TSYS expands its offering of payment services and manages technology risks.

Chairman of the Board, Standard Concrete Products, — Inc.

Age 68

Director since 1986

Mr. Lampton 65 years of age, was namedhas served as Chairman of the Board of Standard Concrete Products, Inc., a privately held construction materials company, in Junesince 2004. He has ownedFrom 1996 until 2004, Mr. Lampton served as President and ledChief Executive Officer of Standard Concrete Products, sincewhich he founded in 1996. Prior to 1996, Mr. Lampton wasserved as President and Chairman of the Board of The Hardaway Company, a construction company. Mr. Lampton also servespreviously served as a director of Synovus Financial Corp.Synovus. His prior business experience also includes serving as a director and as a member of the Audit Committee of another public company, Citizens Fidelity Corporation. He has served as a member of the TSYS and Synovus Audit Committees, Executive Committees and Compensation Committees. Mr. Lampton is a graduate of Vanderbilt University. Mr. Lampton’s skills in risk management and directing corporate strategy and his public company board expertise provide the TSYS Board with valuable insights as the Board oversees TSYS’ strategic development.

H. Lynn Page — 

16    TSYS  -  2016 Proxy Statement

Vice ChairmanPresident and Chief of the Board,Internal Audit, Retired, Synovus Financial Corp. — The Coca-Cola Company

Age 57

Director since 1982    Mr. Page, 72 years of age,2014

Ms. McDaniel was elected Vice ChairmanPresident and Chief of SynovusInternal Audit of The Coca-Cola Company in 19902009 and retired from that position in 1991.2013. Prior to 1991, Mr. Page2009, Ms. McDaniel served for over 2620 years in various capacities with Synovus or its subsidiary, Columbus Bank and TrustThe Coca-Cola Company, or with TSYS, including Vice President of SynovusGlobal Finance Transformation and Vice Chairman of TSYS. During Mr. Page’s service as an executive officer of Synovus, hePresident and Controller. She also served as the Chief Financial Officer of Synovus or the chief financial officer of Synovus reported directly to him. Mr. Page alsoheld finance leadership positions with The Coca-Cola Company in Operating Units in both Germany and Thailand. Ms. McDaniel serves as a director of Synovus. HeRidgeWorth Funds and Chairs its Audit Committee. Ms. McDaniel is a graduate of Georgia State University. Ms. McDaniel’s experience as the Georgia Institutechief audit executive of Technology. Mr. Page bringsa public company, her financial expertise and her international business experience provide valuable resources to the TSYS Board financial expertise, executive management experience in overseeing the financial reporting of a public company, risk management skillsas TSYS expands internationally and years of business experience with TSYS and in the financial services industry, enabling him to provide valuable leadership to the TSYS Board’s oversight ofmanages financial reporting and enterprise risk management.risk.

Chairman of the Board and Chief Executive Officer, Retired, Total System Services, Inc. — 

Age 69

Director since 1982

Mr. Tomlinson 66 years of age, was elected Chairman of the Board and Chief Executive Officer of TSYS in January 2006. He retired from his position as Chief Executive Officer in July 2014 and retired from his position as Chairman of the Board in April 2015. From 1982 until 2006, Mr. Tomlinson served in various capacities with TSYS, including Chief Executive Officer and President. Since TSYS’ incorporation in December 1982, Mr. Tomlinson has played a key role in almost every major relationship that has shaped TSYS’ development. Mr. Tomlinson is a director of Synovus, a member of the Financial Services Roundtable, a graduate of Louisiana State University’s School of Banking of the South, former Chairman of the Columbus State University Board of Trustees and a member of the Board of Directors of the Georgia Department of Economic Development. Mr. Tomlinson’s leadership skills, his relationship-building and risk management skills, his extensive knowledge of and years of experience with TSYS and his knowledge and understanding of the payment services and financial services industries provide invaluable resources to TSYS’ Board.

Private Investor — 

Age 59

Director since 2003

Mr. Turner 56 years of age, is a private investor and a director of the W.C. Bradley Co., a privately held consumer products goods company. Mr. Turner served for 20 years in various capacities with the W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. Mr. Turner has for many years been actively involved in initiatives encompassing a variety of entrepreneurial, social and environmental interests. Mr. Turner is a graduate of Vanderbilt University. Mr. Turner’s experience in business management, corporate strategy development, including international business, and risk assessment provide the TSYS Board with a valuable perspective on matters relating to TSYS’ strategic growth and enterprise risk management.

Chairman of the Board and Chief Executive Officer, Retired, Total System Services, Inc. — 

Age 68

Director since 1982

Mr. Ussery 65 years of age, retired as an executive employee of TSYS in June 2005 and served as a non-executive Chairman of the Board until January 2006. Prior to 2005, Mr. Ussery served for over 40 years in various capacities with TSYS or Synovus’ subsidiary, Columbus Bank and Trust Company, including

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RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR

Chairman of the Board and Chief Executive Officer of

TSYS  -  2016 Proxy Statement    17

TSYS. His business experience includes serving as a director of the Georgia Power Company, an electric utility subsidiary company of Southern Company. Mr. Ussery is a graduate of Auburn University. Mr. Ussery’s leadership skills, extensive knowledge of and experience in the payment services and financial services industries and understanding of TSYS’ technology, business and historical development give him unique insights into our company’s challenges, opportunities and business.

Chairman of the Board, President and Chief OperatingExecutive Officer, Total System Services, Inc. — 

Age 64

Director since 2003

Mr. Woods 61 years of age, was elected President and Chief OperatingExecutive Officer of TSYS in December 2003.July 2014, and assumed the position of Chairman of the Board in April 2015. From 1987 until 2003,2014, Mr. Woods served in various capacities with TSYS, including Executive Vice President.President and Chief Operating Officer. Mr. Woods is a graduate of Columbus State University, the University of Virginia’s Graduate School of Retail Bank Management and Louisiana State University’s School of Banking of the South. Mr. Woods is also a member of the Columbus State University Board of Trustees. Mr. Woods’ business experience includes service in the financial services industry in a variety of capacities, including as a senior vice president of consumer lending. Mr. Woods has been involved in directing TSYS’ international expansion, strategic planning activities, mergers and acquisitions, negotiations with major clients and the continual improvement of TS2, TSYS’ core payments engine. Mr. Woods’ extensive knowledge of TSYS’ business, operations and employees, risk management and negotiating skills, as well as his extensive experience in the payment services and financial services industries provide invaluable resources to TSYS’ Board.

Chairman of the Board, Retired, Synovus Financial Corp. — and Columbus Bank and Trust

Age 74

Director since 1982

Mr. Yancey 71 years of age, retired as an executive employee of Synovus in December 2004 and served as a non-executive Chairman of the Board until July 2005. Mr. Yancey also served as a non-executive Chairman of the Board of Synovus from June 2010 until Octoberduring 2010. Mr. Yancey was elected as an executive officer Chairman of the Board of Synovus in October 2003. Prior to 2003, Mr. Yancey served for over 45 years in various capacities with Synovus and/or its subsidiary, Columbus Bank and Trust Company, including Vice Chairman of the Board and President of both Synovus and Columbus Bank and Trust Company. Mr. Yancey also servescontinued to serve as a director of Synovus.Synovus until 2014. His business experience includes service as a member of the Financial Services Roundtable, the Board of Regents of the University System of Georgia and as a director of the Georgia Chamber of Commerce. Mr. Yancey is a graduate of Columbus State University. Mr. Yancey provides a valuable perspective to the TSYS Board based on his experience in overseeing the management of a bank engaged in the credit card business, as a large portion of TSYS’ customer base is comprised of credit card issuing banks.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES.

18    TSYS  -  2016 Proxy Statement

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements and our internal control over financial reporting. The Committee has appointed the firm of KPMG LLP as the independent auditor for TSYS for 2016. KPMG has served as our independent auditor since 1983.

The Committee annually reviews KPMG’s independence and performance in deciding whether to auditretain KPMG or engage another firm as our independent auditor. In the consolidated financial statementscourse of these reviews, the Committee considers, among other things, the quality and efficiency of the services provided by the independent auditor and KPMG’s historical and recent performance on the TSYS and its subsidiariesaudit. A new Lead Engagement Partner is designated at least every five years to provide a fresh perspective. A new Lead Engagement Partner was designated for 2015 in consultation with the fiscal year ending December 31, 2013 and TSYS’ internal control over financial reporting as of December 31, 2013. Audit Committee.

Representatives of KPMG will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting. Although shareholder ratification of the appointment of TSYS’ independent auditor is not required by our bylaws or otherwise, we are submitting the selection of KPMG to our shareholders for ratification to permit shareholders to participate in this importantas a matter of good corporate decision.practice. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent auditor for TSYS.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITOR.

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EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

Audit and of the effectiveness of TSYS’ internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing opinions on whether those financial statements are presented fairly in conformity with accounting principles generally accepted in the United States and on the effectiveness of TSYS’ internal control over financial reporting. The Audit Committee is directly responsible for the appointment, compensation and oversight of KPMG LLP. The function of the Audit Committee is not to duplicate the activities of management or the independent auditor, but to monitor and oversee TSYS’ financial reporting process.

In discharging its responsibilities regarding the financial reporting process, the Audit Committee:

Based upon the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in TSYS’ Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.

The Audit CommitteeNon-Audit Fees

H. Lynn Page, Chairman

Sidney E. Harris

John T. Turner

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AUDIT COMMITTEE REPORT

KPMG LLP Fees and Services

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of TSYS’ annual financial statements for the years ended December 31, 20122015 and December 31, 20112014 and fees billed for other services rendered by KPMG during those periods.

Consideration of 20122015 Say-on-Pay Vote and Shareholder Outreach

At our 20122015 Annual Meeting, we asked shareholders to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement for that meeting. Shareholders responded favorably with over 96%94% of the votes cast in favor of approval. The Board and the Compensation Committee appreciate and value the viewviews of our shareholders. In considering the results of this advisory vote on executive compensation, the Committee concluded that the compensation paid to our named executive officers in 2012 and our overall pay practices enjoy strong shareholder support.

In light of the strong shareholder support of the compensation paid to our executive officers evidenced by the results of this advisory vote, the Board and the Committee did not make any specificmaterial changes to our executive compensation program for 20132016 as a result of the 20122015 say-on-pay vote. Going forward, futureFuture advisory votes on executive compensation will serve as an additional tool to guide the Board and the Committee in evaluating the alignment of our executive compensation program with the interests of TSYS and its shareholders. In addition, theThe Board and the Committee intend to continue our annual shareholder outreach program pursuant to which we discuss, or offer to discuss, with all shareholders holding 1% or more of TSYS’ shares their views on general governance issues as well as compensation related matters andor any concerns they may have concerning TSYS’ practices.

Financial Highlights

Total shareholder return (“TSR”) grew 47.8% in 2015, which ranked TSYS as the ninth best performing stock in the S&P 500 for 2015. Adjusted earnings per share (“EPS”) from continuing operations were $2.46, an increase of 25.5% over 2014. On a GAAP basis, basic EPS from continuing operations were $1.97, an increase of 33.3% over 2014. Total revenues were $2.8 billion, an increase of 13.6% over 2014. Revenues before reimbursable items were $2.5 billion, an increase of 14.0% over 2014.

24    TSYS  -  2016 Proxy Statement

We also used the strength of our cash generation to return over $315.8 million to our shareholders through share repurchases and dividends.

For 2015, we used three performance metrics at the enterprise level for our executive compensation program: adjusted EPS from continuing operations, revenues before reimbursable items and relative TSR which is our performance compared to the constituent companies in the S&P 500 (“Relative TSR”).⁽¹⁾

Key Performance Metrics

Compensation Components and Linking Pay with Performance

The primary components of our named executive officers’ total compensation are base salary, annual cash incentive awards through the Annual Incentive Program (“AIP”), annual equity-based awards through our Long-Term Incentive Program (“LTIP”) and retirement and other employee benefits.

2015 Compensation Committee Actions and Results

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Pay for Performance

The graphs below show the approximate percentage of performance-based compensation and the balance of the elements that comprised target total direct compensation approved by the Committee for the named executive officers for 2015. For purposes of the graphs below, performance-based compensation is comprised of AIP bonuses, stock options and performance shares. The percentage of performance-based compensation listed above each chart is calculated by dividing (i) the value of performance-based compensation at target by (ii) the amount of target total direct compensation, which includes performance-based compensation plus 2015 base salary. The mix of actual pay delivered to executives may vary significantly from the charts based on the level of achievement of AIP and LTIP awards.

Best Practices

Our compensation practices include elements designed to embody good corporate governance and reflect best practices within executive compensation:

•

Emphasis on Performance-based Compensation:    A significant portionpercentage, 84% for our CEO, of the target total direct compensation awarded to our executive officers is in the form of performance-based compensation that is tied to the achievement of performance goals or stock price appreciation. goals.

•

Clawback Policy:    Our clawback policy permits    TSYS tomay recover incentive compensation paid or awarded to executive officers in certain circumstances.

•

No Hedging Policy:    Our insider trading policy prohibits our executive officers and directors from engaging in hedging transactions designed to off-set decreases in the market value of TSYS stock.

•

Stock Ownership Guidelines and Share Retention Policy:Guidelines:    Our executive stock ownership guidelines require our executives tomust hold a significant amount of TSYS stock. Our CEO exceeds theseand other executive officers exceed our guidelines by more than 300%225%, except Mr. Todd and each of our otherMs. Watson who became executive officers exceeds these guidelines by more than 40%. In addition, we have a share retention policy for executive officers pursuant to which they are required to retain ownership of at least 50% of all stock acquired by them through our equity compensation plans, net of taxesin 2014 and transaction costs, until retirement or other termination of employment. 2015, respectively.

•

Independent Compensation Consultant:    The Committee selects and directly engages its own executive compensation consultant. The Committee must pre-approve the engagement by management of this executive compensation consultant for any other purpose, subject to a de minimis exception.

•

Minimal Perquisites:    In the aggregate, for all named executive officers perquisites in 2012 were less than $145,000, reflecting our policy of utilizing perquisites sparingly.

26    TSYS  -  2016 Proxy Statement

No Backdating or Repricing of Stock Options:    Stock options are never backdated or issued with below-market exercise prices. Stock options are never re-priced without shareholder approval.

•

No Hedging Policy and Restrictions on Pledging:    Our executive officers and directors may not engage in hedging transactions designed to off-set decreases in the market value of TSYS stock. Our pledging policy, implemented in January 2014, prohibits any future pledging of TSYS shares by directors and executive officers except in situations, and on conditions, pre-approved by the Corporate Governance and Nominating Committee of TSYS.

No Employment Agreements:    None of our executive officers has an employment agreement.

No Discretionary Bonuses:    The Committee does not payauthorize discretionary bonuses except in exceptional circumstances.

Additional information with respect to the items listed above can be found in the following pages of this CD&A.

24    TOTAL SYSTEM SERVICES, INC.  -  2013 Proxy StatementElements of Compensation

EXECUTIVE COMPENSATION

Named Executive Officers

This CD&A discussesThe primary elements of compensation in TSYS’ executive compensation program as it relates to the following “named executive officers” whose 2012 compensation information is providedare summarized in the series of tables following this discussion:table below.

We have voluntarily disclosed the compensation amounts earned by or paid to Mr. Pruett for 2011 and 2012 even though he was not a “named executive officer” for 2011 or 2012. Mr. Pruett was a named executive officer for 2010. As Mr. Pruett and Mr. Tye are paid the same base salary and as Mr. Griffith is paid a similar base salary, it is possible that TSYS’ named executive officers could change from year-to-year as both the AIP and LTIP awards are expressed as a percentage of base pay and the target percentage for each of these three executives is the same. We believe that including information with respect to the compensation of our six most senior executives for the years in which the base salaries of certain of these executives is similar will provide our shareholders with consistent disclosure from year-to-year.

Executive Compensation Program

Compensation Philosophy and Objectives

TSYS’ executive compensation program is designedaligns to drive shareholder value and attract, motivateattracts, motivates and retain aretains an exceptionally talented dynamic executive team with the skills and vision required for us to become the leading global payment solutions provider. We structure our program to accomplish our key objectives by focusing on our core principles and aligning executive pay with TSYS’ performance.

Core Principles

Our executive compensation program reflects these core principles:

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We believe that our 2015 executive compensation program successfully implements these principles and incorporates best practices in executive compensation.

How We Make Compensation Decisions

Role of the Compensation Committee

The Committee is performance-orientedresponsible to our Board for overseeing the development and linksadministration of our compensation to TSYS’ performance.

Our paypolicies and program for performance philosophyexecutive officers. The Committee, which consists of three independent directors, is reflected in differentresponsible for the review and approval of all aspects of our executive compensation program. A significant portionAmong its duties, the Committee is responsible for establishing the compensation recommendations for our CEO and reviewing and approving all compensation recommendations for our executive officers, including:

The Committee oversees TSYS’is supported in its work by the Chief Human Resource Officer, his staff and an independent executive compensation program,consultant, as described below.

The Committee’s charter, which sets out its duties and the Committee has the right to exercise downward discretion in connection with performance-based compensation. For example, the Committeeresponsibilities and addresses other matters, can reduce or eliminate the amount that would otherwise be awardedfound on our website at www.tsys.com, under the approved payout schedule to reflect individual or business unit performance, to exclude unanticipated, non-recurring gains or for corporate affordability. In addition, the Committee is required to reduce LTIP awards where an acquisition is dilutive to earnings per share.“Investor Relations” then “Corporate Governance.”

Role of Management

Our CEO does not participate in the Committee’s deliberations or decisions with regard to his compensation. AtHowever, within the Committee’s request,framework of the compensation programs approved by the Committee and based on management’s review of market competitive positions, each year our CEO provides input forto the Committee regarding the performance and appropriate compensation of the other named executive officers. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function and employee retention considerations. The Committee canreviews our CEO’s recommendations and does exercise discretion in modifyingapproves any compensation recommendations relating tochanges affecting our executive officers that are made by our CEO. From time to timeas it determines in its sole discretion. Upon the commencement of Pamela A. Joseph’s tenure as our President, participates in these discussions, but doesChief Operating Officer and member of our Board, she will not participate in the Committee’s deliberations or discussionsdecisions with respectregard to hisher compensation.

Each year, the Committee reviews the components of each named executive officer’s compensation to determine if changes in the officer’s compensation are appropriate. The Committee has determined that the named executive officers’ compensation is reasonable, competitive, performance-oriented and designed to align with the successful implementation of our strategic plan.

Role of the Compensation Consultant

The Committee is authorized to retain and terminate any consultant, as well as approve the consultant’s fees and other terms of retention. The Committee selected and directly engaged Meridian Compensation Partners LLC (“Meridian”) and Towers Watson in 2012 as its independent compensation consultant2015 to review and make recommendationsadvise on the benchmarking peer group, to provide benchmarking review and to provide an equity usage analysis compared to peer companies. Towers Watson also provides other executive compensation services to the Committee such as keeping the Committee apprised of regulatory developments and competitive practices related to executive compensation. Towers Watsonmatters. The Committee’s consultant provides general observations on TSYS’ compensation programs, but it does not determine or recommend the amount or form of compensation for our named executive officers. At the request

Following is a description of the Committee, Towers Watson attended allconsultant’s duties:

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The Committee recognizes the benefit of receiving objective advice from its executive compensation consultant and has implemented a pre-approval policy that requires the approval of the Committee before TSYS management can engage the executive compensation consultant for the Committee to provide additional services, other than the purchase of national and international compensation surveys for fees that do not exceed $25,000 in any fiscal year. During 2012,2015, neither Meridian nor Towers Watson provided no services to TSYS other than its advice to the Committee on executive compensation issues and the provision of surveys.

In February 2013, theThe Committee considered the independence of Meridian and Towers Watson in light of new SEC rules and NYSE listing standards. The Committee requested and received a letterletters from Meridian and Towers Watson addressing itstheir independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage

26    TOTAL SYSTEM SERVICES, INC.  -  2013 Proxy Statement

EXECUTIVE COMPENSATION

of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Committee considered these factors and determined that the workno conflict of interest exists that would prevent Meridian or Towers Watson did not raise any conflict of interest.from serving as an independent consultant to the Committee.

The Role of Peer Companies and Benchmarking

The Committee uses publicly reported information from companies that we consider ouras peers when reviewing the compensation of the named executive officers relative to the compensation paid to similarly-situated executives and in evaluating performance-based compensation plans. This process is often referred to as “benchmarking.” We believe that benchmarking should be a point of reference for measurement, not determinative of the named executive officers’ compensation or the performance-based plans.

The “Benchmarking Group” was selected by the Committee after considering companies that compete in TSYS’ marketwith TSYS for businessexecutive talent within similar industries and talent, companies with similar business operationsfinancial attributes and focus, andperformance. Peer companies with similar organization size.used by proxy advisors were also considered. The Benchmarking Group is reviewed annually. For 2012, six2015, the median revenue size of the peer companies werewas $2.79 billion. As part of ongoing efforts to ensure that appropriate companies are included in the Benchmarking Group, the Committee revised the Benchmarking Group for 2015. The Dun & Bradstreet Corporation was removed (Acxiom Corporation, Global Cash Access Holdings, Inc., Mastercard Incorporated,because it is not a direct competitor of TSYS and is a less direct business/operations match than other similarly-sized peer companies. Paychex, Inc., Visa, Inc.which provides business services and Western Union Company), and three companies wereoutsourcing, was added (Lender Processing Services, Inc., TeleTech Holdings Inc., and VeriFone Systems, Inc.) These changes were made for a variety of reasons, but generally because the deleted companies were not of comparable size or did not have international operations while the added companies were closerits revenues are similar in size or had a more extensive international operation.to TSYS, one of the proxy advisors includes Paychex in TSYS’ peer group and Paychex includes TSYS in its peer group.

Companies in the 20122015 Benchmarking Group are:

As part of ongoing efforts to ensure that appropriate companies are included in the Benchmarking Group, the Committee further revised theTSYS uses our Benchmarking Group for 2013. Fair Isaac Corporation was removed because it is not a direct competitor of TSYS, and CoreLogic, Inc., a company with revenues andbenchmarking total compensation, as well as external market capitalization comparable to TSYS, was added.

surveys. TSYS benchmarks base salaries and short-term and long-term incentive awards with our Benchmarking Group. TSYS also benchmarks total compensation (base salary, short-term incentives and long-term incentives) of its executives using benchmarking data. The Committee considers the market median when setting total compensation, but totalit does not target a specific market position and uses comparative market data at the 25^th, 50^th and 75^th percentiles only as reference points to guide its decision making of the type and amount of compensation can range from the 25th percentile through the 75th percentile of our Benchmarking Group. TSYS uses our Benchmarking Group for benchmarking total compensation, as well as external market surveys.based on its own evaluation.

Tally Sheets

The Committee reviews tally sheets for the named executive officers annually. Tally sheets present the dollar amount of each element of the named executive officer’s compensation package, including base salary, cash

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bonus under the AIP, current LTIP target award, perquisites, health and welfare benefits, contributions to the qualified Retirement Savings Plan and the non-qualified Deferred Compensation Plan and outstanding equity awards. Tally sheets also provide estimates of the amounts payable to each executive upon the occurrence of potential future events, such as a change of control, retirement, death, disability, involuntary termination for cause and voluntary or involuntary termination without cause.

Tally sheets provide the Committee a summary of all elements of an executive’s compensation package, as well as information on wealth accumulation, so that the Committee can analyze both the individual elements of compensation (including the compensation mix) as well asand the aggregate total amount of actual and projected compensation andto determine whether the executive’s compensation is reasonable. Although tally sheets are not used to benchmark total compensation with our Benchmarking Group, the Committee considers total compensation paid to executives in our Benchmarking Group in considering the reasonableness of our executives’ compensation.

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EXECUTIVE COMPENSATION

Elements of Compensation

The primary elements of compensation in TSYS’ executive compensation program are summarized in the tablediscussed below.

2015 Base Pay

Base pay provides our executives with a level of compensation commensurate with their respective skills, responsibilities, experience and performance. It is the amount paid to an executive for effectively performing his or her job on a daily basis.

To ensure that base pay is competitive, TSYS benchmarks an executive’s base pay against base pay paid by our Benchmarking Group. The Committee compares eachEach executive’s current base pay is compared to market information for that position, with an emphasis on the market median, using proxy statement information from our Benchmarking Group. For certain positions for which there is no clear market match in the benchmarking data, the Committee uses a blend of two or more positions from the benchmarking data. After reviewing the benchmarking data, the Committee establishes a competitive base salary for each executive. See “The Role of Peer Companies and Benchmarking” section on page 2729 for a list of the companies in the Benchmarking Group and information on the process used to select these companies.

In addition to market comparisons of similar positions at our peer companies, individual performance may affect base pay. Comparison of an executive’s base pay to the base pay of other TSYS executives may also be a factor in establishing base pay, especially with respect to positions for which there is no clear market match in benchmarking data. Because of the process used to establish base pay, large increases in base pay generally occur only when an executive is promoted into a new position. Base pay is not directly related to TSYS’ performance, except over the long term, since revenues are used in benchmarking base pay against our Benchmarking Group.

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EXECUTIVE COMPENSATION

In determining 2015 salary increases, the Committee also considered the loss of value to each executive due to the elimination of some perquisites, as described on page 34.

For 2012,2015, the named executive officers received increases in base pay ranging from 2.96%of approximately 5% effective January 1, 2015, with the exception of Mr. Todd who received a base salary increase of approximately 10% and Ms. Watson as she was hired in September 2015. Mr. Todd’s base salary was increased 10% because of his rapid and effective assimilation into the CFO role and to 8%. As a result ofcompetitively align his base salary to the increases, the named executive officers had base pay ranging from 95% to 119% of the base pay for holders of comparable positions at the Benchmarking Group.market median. Base pay for 20122015 is set forth in the “Salary” column in the 2015 Summary Compensation Table on page 38.39.

Annual Incentive Program

Annual cash bonuses under the AIP provide an incentive for our executives to meet short-term performance goals as reflected in our annual operating plan. In addition, given the prevalence of short-term incentive compensation in the marketplace, annual cash bonuses are necessary to provide a competitive compensation program.

AIP performance measures are based on growth in revenues before reimbursable items and incomeadjusted EPS from continuing operations at the enterprise level, each of which is defined on page 25, and, at the business segment level, on revenues before reimbursable items, adjusted operating income and operating income. During 2012,personal objectives. The Committee implemented an adjusted EPS performance metric for the AIP in 2015, which replaced income from continuing operations, primarily for financial performance criteriameasure consistency as we have begun using this metric for named executive officers with enterprise-wide accountability was expandedexternal investor and analyst communications. The Committee believes the use of revenue and income measures continues to includeprovide a balanced alignment to growth and profitability of TSYS. To discourage growth in revenues that could be detrimental to earnings, the simple averageportion of the results2015 AIP payment based on growth in revenues before reimbursable items cannot exceed the portion of our threethe AIP payment based on adjusted EPS at the enterprise level and adjusted operating income at the business segments, North America Services, International Services and Merchant Services.segment level, as applicable. In addition, the AIP does not reward

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executives for acquisitions unless those acquisitions are reflected in the annual operating plan. Enterprise and segment metrics for the named executive officers are weighted as follows:

Annual cash bonuses at target under the AIP are expressed as a percentage of an executive’s base pay. AIP bonuses are benchmarked against typical short-term incentive awards in our Benchmarking Group. See “The Role of Peer Companies and Benchmarking” section on page 2729 for a list of the companies in our Benchmarking Group and information on the process used to select these companies. AIP target bonuses for 20122015 were set taking into account median market data atof our Benchmarking Group, as well as existing incentive targets, internal pay equity, individual performance and retention needs.

The 20122015 AIP target bonuses as a percentage of base pay were:

The amount of an AIP bonus ranges from zero to 200% of the target based on achievement of performance goals established by the Committee for the year. For 2012, performance metrics under the AIP are revenues before reimbursable items and income from continuing operations at the enterprise level, and revenues before reimbursable items and operating income at the business segment level. In order to reinforce the importance of profitability, the 2012 AIP provides that the portion of the AIP payment based on growth in revenues before reimbursable items cannot exceed the portion of the AIP payment based on income from continuing operations at the enterprise level and operating income at the business segment level, as applicable, to discourage growth in revenues that could be detrimental to earnings.

TOTAL SYSTEM SERVICES, INC.  -  2013 Proxy Statement    29

EXECUTIVE COMPENSATION

Growth in revenue is calculated before reimbursable items in order to eliminate the impact of items that are pass-throughs and do not positively impact fulfillment of strategic goals, the largest of which pass-through items is postage. The financially-based AIP metrics are derived from our financial statements, which follow generally accepted accounting principles. However, in evaluating performance, the Committee may exercise discretion in determining whether pre-established goals have been attained and make adjustments because of unusual events that, in its judgment, do not accurately reflect our operating performance. These events include, but are not limited to, the effect of acquisitions or divestitures, foreign currency exchange gains or losses, changes in accounting principles or tax laws, litigation judgments or settlements, and other similar events. The Committee believes that retaining discretion to adjust the calculation of performance results to exclude items it considers extraordinary encourages management’s willingness to take actions that may limit short-term performance, yet support long-term growth in the best interests of our shareholders. For purposes of the AIP payout percentage for 2012, the performance metrics were adjusted to exclude the impact of acquisitions, foreign currency exchange rates and a price reduction related to a tiered pricing arrangement to an existing client in connection with the provision of significant new processing services to such client.

For 2012,2015, the Committee established the following performance goals for the AIP at the enterprise level:

The Committee also established the following performance goals for the AIP at theand North America Services business segment levels: