Tyler Technologies Inc DEF 14A, filed Mar 31, 2023

About this DEF 14A

Tyler Technologies Inc (TYL)

DEF 14A 2023-03-31

View Original

Added on June 11, 2026

John S. Marr, Jr., age 63

Executive Chair of the Board

Director since: 2002

Mr. Marr has served as a director since May 2002. Mr. Marr has served as Executive Chair of the Board of Tyler since May 2018. Mr. Marr served as Chair of the Board and Chief Executive Officer from January 2017 until May 2018, when he assumed his current title and H. Lynn Moore, Jr. was appointed to the additional position of Chief Executive Officer. Mr. Marr also serves as Chair of the Executive Committee. From July 2004 through December 2016, Mr. Marr served as President and Chief Executive Officer. From July 2003 until July 2004, Mr. Marr served as Chief Operating Officer. Mr. Marr also served as President of MUNIS, Inc. from 1994 until July 2004. Mr. Marr began his career in 1983 with MUNIS, a provider of a wide range of software products and related services for county and city governments, schools, and not-for-profit organizations, with a focus on integrated financial systems. Tyler acquired MUNIS in 1999.

Key Attributes, Experience and Skills:

Executive Chair of the Board since May 2018; Chair of the Board since January 2017; Chief Executive Officer of Tyler from 2004 to 2018

Over 35 years of specific industry experience, including chief executive experience with MUNIS prior to acquisition by Tyler

Outside board experience as a former director of Mercy Hospital in Portland, Maine

Tyler Technologies Inc filed this DEF 14A on March 31, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

			Page
GENERAL INFORMATION			5
Proposals			5
Director Nominees			6
Corporate Governance Facts: At A Glance			7
Compensation Facts: At A Glance			8
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			9
Security Ownership of Directors and Management			9
Delinquent Section 16(a) Reports			10
PROPOSALS FOR CONSIDERATION			11
Proposal One – Election of Directors			11
Director Nominees and Executive Officers			15
Proposal Two – Advisory Approval of Our Executive Compensation			21
Proposal Three – Ratification of Our Independent Auditors for Fiscal Year 2023			22
Proposal Four – Advisory Resolution on the Frequency of Shareholder Voting on Our Executive Compensation			23
OPERATIONS OF THE BOARD AND ITS COMMITTEES			24
General Information			24
Board Leadership Structure			24
The Board’s Role in Risk Oversight			24
Board and Committee Independence			25
Meetings of the Board of Directors and Committees			25
Annual Self-Evaluations			25
Board Committees			25
Non-Employee Director Compensation			27
Director & Officer Liability Insurance Policies			28
Communications with Our Board of Directors			28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			29
REPORT OF THE AUDIT COMMITTEE			30
CORPORATE GOVERNANCE PRINCIPLES			31
Corporate Governance Guidelines			31
Code of Business Conduct and Ethics			31
Anti-Bribery Policy			32
Whistleblower Policy			32
Stock Ownership Guidelines			32
Stock Anti-Hedging and Pledging Policy			33
Corporate Responsibility			33
SHAREHOLDER ENGAGEMENT			34
COMPENSATION DISCUSSION AND ANALYSIS			35
EXECUTIVE SUMMARY			35
2022 Business Highlights			35
2022 Executive Compensation Summary			36
COMPENSATION PHILOSOPHY AND OBJECTIVES			37
Elements of Executive Compensation			37
Executive Compensation Related Policies and Practices			38
PROCESS FOR SETTING EXECUTIVE COMPENSATION			39
Role of our CEO and the other Named Executive Officers			39
Factors Considered in Setting Executive Compensation			39
Peer Group			39
ANALYSIS OF NAMED EXECUTIVE OFFICER COMPENSATION			41
2022 Named Executive Compensation Structure and Process			41

			Page
2023 Named Executive Officer Compensation			46
Benefits			48
Employment Agreements			48
Other Important Elements of Our Executive Compensation			49
Compensation Committee Report			50
Compensation Committee Interlocks and Insider Participation			50
EXECUTIVE COMPENSATION			51
Summary Compensation Table			51
Pay vs Performance			52
CEO Pay Ratio			55
Grants of Plan-Based Awards in 2022			56
Outstanding Equity Awards at Year-End			57
Option Exercises and Stock Vested			59
Potential Payments under Employment Contracts			59
OTHER HELPFUL INFORMATION			60
SHAREHOLDER PROPOSALS			62

Name and Address of Beneficial Owner⁽¹⁾	Direct⁽²⁾	Options Exercisable Within 60 Days⁽³⁾	Stock Awards Vested Within 60 Days⁽⁴⁾	Other⁽⁵⁾	Total	Percent of Class⁽⁶⁾
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	4,752,857⁽⁷⁾	—	—	—	4,752,857	11.3%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	3,090,957⁽⁸⁾	—	—	—	3,090,957	7.4%
Directors and Nominees
Glenn A. Carter	1,287	16,000	724	—	18,011	*
Brenda A. Cline	634	10,000	724	4,002⁽⁹⁾	15,360	*
Ronnie D. Hawkins, Jr.	634	—	724	—	1,358	*
Mary L. Landrieu	1,387	—	724	—	2,111	*
Daniel M. Pope	5,659	—	724	—	6,383	*
Dustin R. Womble	138,718⁽¹⁰⁾	1,231	724	—	140,673	*
Named Executive Officers
John S. Marr, Jr.	50,138	181,333	—	45,150⁽¹¹⁾	276,621	*
H. Lynn Moore, Jr.	89,905	203,000	—	—	292,905	*
Brian K. Miller	18,456⁽¹²⁾	56,500	—	26,781⁽¹³⁾	101,737	*
Jeffrey D. Puckett	6,030	52,648	—	—	58,678	*
Directors and executive officers as a group (10 persons)	312,848	520,712	4,344	75,933	913,837	2.2%

				Yours very truly,



				JOHN S. MARR, JR. Executive Chair of the Board

				By Order of the Board of Directors


				ABIGAIL DIAZ Chief Legal Officer Corporate Secretary

Qualification	Relevance to Tyler	Board Composition
Accounting/Auditing	We operate in a complex financial environment with disclosure requirements, internal controls, and detailed business processes.	3
Business Operations	We have significant business operations focused on business development and sales, implementation, support and maintenance, product development, marketing, and various back-house operations, including cloud hosting services.	7
Capital Management	We allocate capital in various ways to run our operations, grow our core businesses, invest in our products, add to our technology portfolio, and return value to our shareholders.	8
Corporate Governance	We require the effective and transparent corporate oversight, ethics and responsibility expected of a public company.	5
Cybersecurity	We are committed to providing our products and services in a secure manner, protecting the integrity of the information we service and the privacy of our constituents.	5
Financial Literacy	We are routinely involved in or managing complex financial transactions and/or reporting requirements.	8
Industry Experience	We believe that experience in the software industry is relevant to an understanding of our business, strategy and marketplace.	6
Other Public Board(s)	We value the experience that comes with having served on another public board or boards.	2
Public Company Executive	We rely on directors with experience leading a large organization that is publicly traded for the practical insights on issues such as transparency, accountability and integrity.	3
Public Sector Service	We empower the public sector and find deep benefits in counting current or former leaders from local, state and federal government agencies among our directors.	3
Risk Management	We must develop, maintain, and continuously improve policies and procedures that effectively manage compliance and risk.	8

				Less Than 3 Years			3-6 Years			7-10 Years			More Than 10 Years
	Tenure			1			2			3			2

		Brenda A. Cline, age 62 Director Director since: 2014 Other Current Reporting Company Directorships: Range Resources Corporation
Ms. Cline has served as a director since 2014. Ms. Cline also serves as Chair of the Audit Committee and is a member of the Nominating and Governance Committee. Since 1993, Ms. Cline has served as Chief Financial Officer, Treasurer, and Secretary of the Kimbell Art Foundation, a private foundation that owns and operates the Kimbell Art Museum in Fort Worth, Texas. In such capacities, Ms. Cline oversees the foundation’s investment portfolio of over $400 million, including asset allocation, risk management, and investment performance; manages all treasury functions; and supervises all foundation and museum business operations, including budgeting, cash management, employee benefit plans, insurance, debt issuance and compliance, financial reporting, and contractual and legal matters. Ms. Cline is also an Executive Officer of Museum Hospitality, Inc. Ms. Cline also serves as a director of Range Resources Corporation (NYSE: RRC), where she currently serves as Chair of the Audit Committee. Ms. Cline has also served as an Independent Trustee of American Beacon Funds since 2004 and currently serves as the Chair of the Board of Trustees, formerly served as the Chair of the Audit and Compliance Committee, and formerly served as the Co-Chair of the Investment Committee. Since 1998, Ms. Cline has also served as a Trustee of Texas Christian University (“TCU”) in Fort Worth, Texas. Ms. Cline’s services for TCU include serving as the former Chair of the Investment Committee and Fiscal Affairs Committee, member of the Audit Committee and Executive Committee, and former member of the Student Relations Committee and Academic Affairs Committee. From 2017 through 2021, she was a board trustee of The Cushing Asset Management Closed-End Funds, which oversees various investment funds including The Cushing MLP & Infrastructure Total Return Fund (NYSE: SRV) and The Cushing NextGen Infrastructure Income Fund (NYSE: SZC), where she formerly served as Chair of the Audit Committee and a member of the Nominating and Governance Committee. From 1993 until 2013, Ms. Cline served as a contract author for Thomson Reuters (formerly “Practitioners Publishing Company”), writing and editing published financial accounting and reporting books. Ms. Cline is a certified public accountant.
Key Attributes, Experience and Skills:
•	Executive operational and investment management experience for the Kimbell Art Foundation
•	Outside board experience as a director of Range Resources Corporation, trustee of American Beacon Funds, and former trustee of The Cushing Asset Management Closed-End Funds
•	Fiduciary and executive experience as a university trustee and on other senior university committees
•	Certified Public Accountant and audit experience with a large public accounting firm

	2022	2021
Audit Fees	$3,596,900	$3,596,000
Audit-Related Fees	620,000	580,000
Other Fees	—	1,864,000
Tax Fees	272,950	351,000
Total	$4,489,850	$6,391,000

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹	Total ($)⁽²⁾
Glenn A. Carter	$110,625	$249,925	$360,550
Brenda A. Cline	$132,500	$249,925	$382,425
Ronnie D. Hawkins	$92,875	$249,925	$342,800
Mary L Landrieu	$106,250	$249,925	$356,175
Daniel M. Pope	$104,750	$249,925	$354,675
Dustin R. Womble	$58,500	$249,925	$308,425

Name	Number of Stock Options	Number of Stock Awards
Glenn A. Carter	17,000	724
Brenda A. Cline	10,000	724
Ronnie D. Hawkins	—	724
Mary L. Landrieu	—	724
Daniel M. Pope	3,334	724
Dustin R. Womble	1,231	724

	Covered Person Position			Stock Ownership Guideline
	Executive Chair, Chief Executive Officer, President			6 times base salary
	Other Named Executive Officers			4 times base salary
	Other Executive Officers as designated by the Compensation Committee of the Board			1 times base salary
	Non-employee Directors			5 times annual cash retainer

Element	Form of Compensation	Purpose	2022 Metric
Base salary	Cash	Provide competitive, fixed compensation to attract and retain executive talent with the specific skills and experience needed to drive continued growth	Base salary is a fixed component and changes to salary, when made, are dependent on individual performance, peer and market comparisons and retention goals
Annual Incentive compensation	Performance-based restricted stock units (PSUs)	Provides reward for achieving or exceeding annual financial performance goals	Achievement of adjusted earnings per share goals (Non-GAAP), which are recommended by the CEO and approved by the Compensation Committee
Long-term equity-based compensation	Performance- based restricted stock units (PSUs) and stock options	Create a strong financial incentive for shareholder value creation with significant Company equity stake linked to long-term, future Company performance	3-year Recurring Revenue Growth (PSUs); shareholder value created, in the form of increased value per share (options)

	Our Philosophy			Our Practice
	Our executive compensation program and practices are designed to reward for performance, not provide perquisites			Total Target Compensation for our Named Executive Officers is consistently set at or below levels within our peer group with the opportunity for increased compensation based on performance above planned growth goals.

				88% of total target compensation to our Named Executive Officers is “at risk” compensation.

				Our Named Executive Officers receive no material non-cash benefits, deferred compensation benefits, or other executive perquisites.

				Our Named Executive Officers participate in the same health and welfare benefits available to all employees of the Company and on the same terms as are broadly available.
	We deliver pay for performance that consistently meets or exceeds expectations			Performance-based incentives are provided upon the achievement of annual growth and operational goals and long-term growth goals that increase shareholder value. The potential for additional compensation is linked to performance levels that exceed Board of Directors and shareholder expectations for performance and growth.
	We administer our executive compensation programs and practices responsibly on behalf of our shareholders			Our Compensation Committee is comprised solely of independent directors.

				We maintain an executive compensation recovery policy described further in the “Other Important Elements of our Executive Compensation” section.

				We maintain stock ownership guidelines, referenced in more detail in the “Stock Ownership Guidelines” section, which require our executives to hold a meaningful ownership stake in the Company.

				We design and administer our executive compensation program with caps and appropriate controls to ensure excessive risk taking is not incentivized as described in the “Other Important Elements of our Executive Compensation” section.

				Our 2018 Stock Incentive Plan does not permit stock option exchanges or repricing without shareholder approval.

				We maintain a Stock Anti-Hedging and Pledging Policy, described in the “Stock Anti-Hedging and Pledging Policy” section, to prohibit our executives from engaging in transactions that could reduce or limit their holdings, ownership or interest in Company securities and to discourage our executives from pledging Company securities or from holding Company securities in margin accounts.

				Since 2017, we have conducted an annual shareholder advisory vote on Named Executive Officer compensation and maintain ongoing outreach to our investors to understand their perspectives on our executive compensation program.

				Our Compensation Committee conducts an annual self-assessment.

				We do not provide excise tax payments or “gross ups” on future post-employment compensation to our Named Executive Officers if they become eligible for severance payments under the terms of their employment agreements.

	ACI Worldwide, Inc.			Pegasystems, Inc.
	Ansys, Inc.			PTC, Inc.
	Blackbaud, Inc.			RingCentral, Inc.
	Envestnet, Inc.			Splunk
	Fair Isaac Corporation			Veeva Systems, Inc.
	Fortinet, Inc.			Zendesk, Inc.
	Hubspot, Inc.			Ziff Davis, Inc.
	Jack Henry & Associates, Inc.

	Revenue	Market Capitalization	TSR(1y)	TSR(3y)
	(in millions)
Tyler Technologies, Inc.	$1,117	$17,604	45.5%	35.1%
Peer Group Average	$1,419	$16,917	43.7%	35.9%

Name	Increase	2021	2022
John S. Marr, Jr.	0.0%	$300,000	$300,000
H. Lynn Moore, Jr.	14.3%	$525,000	$600,000
Brian K. Miller	3.8%	$400,000	$415,000
Jeffrey D. Puckett	0.0%	$300,000	$300,000

	Annual Incentive Metric			Rationale for Metric
	Non-GAAP Earnings per Share*			We believe that non-GAAP earnings per share removes certain uncontrollable variables and provides a more accurate picture of our financial performance.

	3-Year Cumulative Recurring Revenue Growth⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under 25.6%			—
	25.6%-29.59%			50%
	29.6%-33.59%			80%
	33.6%-39.59%			100%
	39.6%-45.59%			120%
	45.6% and above			150%

	PSUs	Stock Options	Stock Options
Name	March 1, 2022	June 1, 2022	December 1, 2022
John S. Marr, Jr.	n/a	3,750	3,750
H. Lynn Moore, Jr.	6,500	10,000	10,000
Brian K. Miller	3,750	5,000	5,000
Jeffrey D. Puckett	2,500	3,250	3,250

	Name			Percentage of total annually recurring stock incentive awards
	John S. Marr, Jr.			2.3%
	H. Lynn Moore, Jr.			8.0%
	Brian K. Miller			4.2%
	Jeffrey D. Puckett			2.7%

Name	Annual Salary	Compensation at Risk
Name	Annual Salary	Short-term Stock Incentive Target	Long-term Stock Incentive Target
John S. Marr, Jr.	27%	0%	73%
H. Lynn Moore, Jr.	10%	11%	79%
Brian K. Miller	12%	13%	75%
Jeffrey D. Puckett	13%	12%	75%

	3-Year Cumulative Recurring Revenue Growth⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under 28.9%			—
	28.9%-32.89%			50%
	32.9%-36.89%			80%
	36.9%-42.89%			100%
	42.9%-46.89%			120%
	46.9% and above			150%

	2025 Operating Margin⁽¹⁾			Percentage of PSUs to be earned and eligible for vesting
	Under 23.5%			—
	23.5% to 23.99%			50%
	24.0% to 24.49%			80%
	24.5% to 25.49%			100%
	25.5% to 25.99%			120%
	26.0% and above			150%