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Preliminary Proxy Statement | |||
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☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under § 240.14a-12 |
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| | Yours very truly, | | ||
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| | | JOHN S. MARR, JR. | ||
Executive | |
(1) | elect eight directors to serve until the next annual meeting or until their respective successors are duly elected and qualified; |
(2) | approve an amendment to our restated certificate of incorporation for a stockholder majority vote requirement for mergers, share exchanges and certain other transactions; |
approve an amendment to our restated certificate of incorporation to permit stockholders holding at least 20% of the voting power to call a special meeting of stockholders; |
(4) | approve an amendment to our restated certificate of incorporation to provide stockholders holding at least 20% of outstanding shares with the right to request stockholder action by written consent; |
(5) | approve an advisory resolution on executive compensation; and |
(6) | ratify the selection of our independent auditors for fiscal year |
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| | By Order of the Board of Directors | | ||
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| | | ABIGAIL DIAZ Chief Legal Officer Corporate Secretary | | |
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| 2 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 3 | |
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| 4 | | | | | 2022 Proxy Statement | |
| Proposal One | | | Election of Directors | | | Majority | | | FOR | | | page 11 | |
| Proposal Two | | | Amendment to Our Restated Certificate of Incorporation for A Stockholder Majority Vote Requirement for Mergers, Share Exchanges and Certain Other Transactions | | | 66.67% | | | FOR | | | page 21 | |
| Proposal Three | | | Amendment to Our Restated Certificate of Incorporation to Permit Stockholders Holding At Least 20% of The Voting Power to Call a Special Meeting of Stockholders | | | 66.67% | | | FOR | | | page 22 | |
| Proposal Four | | | Amendment to Our Restated Certificate of Incorporation to Provide Stockholders Holding At Least 20% of Outstanding Shares with the Right to Request Stockholder Action by Written Consent | | | 66.67% | | | FOR | | | page 24 | |
| Proposal Five | | | Advisory Approval of Our Executive Compensation | | | Majority | | | FOR | | | page 25 | |
| Proposal Six | | | Ratification of Our Independent Auditors for Fiscal Year 2022 | | | Majority | | | FOR | | | page 26 | |
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| | | 2022 Proxy Statement 5 | |
| | | | Glenn A. Carter | | | Brenda A. Cline | | | Ronnie D. Hawkins, Jr. | | | Mary L. Landrieu | | | John S. Marr, Jr. | | | H. Lynn Moore, Jr. | | | Daniel M. Pope | | | Dustin R. Womble | |
| Board Tenure (Years) | | | 8 | | | 8 | | | 1 | | | 2 | | | 20 | | | 5 | | | 6 | | | 17 | |
| Age (Years) | | | 66 | | | 61 | | | 66 | | | 66 | | | 62 | | | 54 | | | 59 | | | 63 | |
| Gender (Male/Female) | | | M | | | F | | | M | | | F | | | M | | | M | | | M | | | M | |
| Race/Ethnicity: | | | | | | | | | | | | | | | | | | | | | | | |||
| African American/Black | | | | | | | | • | | | | | | | | | | | | | | | |||
| Caucasian/White | | | • | | | • | | | | | | • | | | • | | | • | | | • | | | • | |
| Independent Director | | | • | | | • | | | • | | | • | | | | | | | • | | | | | ||
| Committee(s) | | | NGC (C) Comp | | | Audit (C) NGC | | | Comp | | | Audit NGC | | | Exec (C) | | | Exec | | | Comp (C) Audit | | | |
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| 6 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 7 | |
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| 8 | | | | | 2022 Proxy Statement | |
| Name and Address of Beneficial Owner(1) | | | Direct(2) | | | | | Options Exercisable Within 60 Days(3) | | | Stock Awards Vesting Within 60 Days(4) | | | Other(5) | | | Total | | | Percent of Class(6) | | |
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | 4,243,121(7) | | | | | — | | | — | | | — | | | 4,243,121 | | | 10.2% | | |
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | 4,536,823(8) | | | | | — | | | — | | | — | | | 4,536,823 | | | 11.0% | | |
| Brown Capital Management, LLC 1201 N. Calvert Street Baltimore, MD 21202 | | | 1,854,286(9) | | | | | — | | | — | | | — | | | 1,854,286 | | | 4.5% | | |
| Janus Henderson Group PLC 201 Bishopsgate EC2M 3AE United Kingdom | | | 1,480,959(10) | | | | | — | | | — | | | — | | | 1,480,959 | | | 3.6% | | |
| Directors and Nominees | | | | | | | | | | | | | | | | | ||||||
| Glenn A. Carter | | | 1,053 | | | | | 17,000 | | | 634 | | | — | | | 18,687 | | | * | | |
| Brenda A. Cline | | | — | | | | | 10,000 | | | 634 | | | 4,002(11) | | | 14,636 | | | * | | |
| Ronnie D. Hawkins, Jr. | | | — | | | | | — | | | 634 | | | — | | | 634 | | | * | | |
| Mary L. Landrieu | | | 753 | | | | | — | | | 634 | | | — | | | 1,387 | | | * | | |
| Daniel M. Pope | | | 2,576 | | | | | 5,000 | | | 634 | | | — | | | 8,210 | | | * | | |
| Dustin R. Womble | | | 138,084(12) | | | | | 1,231 | | | 634 | | | — | | | 139,949 | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | | | | | | |||||
| John S. Marr, Jr. | | | 63,638 | | | | | 149,349 | | | — | | | 45,150(13) | | | 258,137 | | | * | | |
| H. Lynn Moore, Jr. | | | 85,567 | | | | | 159,600 | | | — | | | — | | | 245,167 | | | * | | |
| Brian K. Miller | | | 40,383 | | | | | 34,500(14) | | | — | | | 17,455(15) | | | 92,338 | | | * | | |
| Jeffrey D. Puckett(16) | | | 5,145 | | | | | 54,498 | | | — | | | — | | | 59,643 | | | * | | |
| Directors and executive officers as a group (10 persons) | | | 337,199 | | | | | 431,178 | | | 3,804 | | | 66,607 | | | 838,788 | | | 2.0% | |
* | Less than one percent of our outstanding common stock |
(1) | Unless otherwise noted, the address of each beneficial owner is our corporate headquarters: 5101 Tennyson Parkway, Plano, Texas 75024. |
(2) | “Direct” represents shares as to which each named individual has sole voting or dispositive power. |
(3) | “Options Exercisable within 60 Days” reflects the number of shares that could be purchased by exercise of options at March 18, 2022, or within 60 days thereafter. |
(4) | “Stock Awards Vested within 60 Days” reflects the number of restricted stock units that will vest and be settled in shares at March 18, 2022, or within 60 days thereafter. |
(5) | “Other” represents the number of shares of common stock as to which the named entity or individual share (or may be deemed to share) voting and dispositive power with another entity or individual(s). |
(6) | Based on 41,431,247 shares of our common stock issued and outstanding at March 18, 2022. Each stockholder’s percentage is calculated by dividing (a) the number of shares beneficially owned by (b) the sum of (i) 41,431,247 plus (ii) the number of shares such owner has the right to acquire within 60 days. |
(7) | Based on information reported by BlackRock, Inc. on Amendment No.14 to Schedule 13G that was filed with the SEC on January 27, 2022. BlackRock, Inc. is deemed to have beneficial ownership of all of these shares, which includes sole voting power for 3,881,004 shares and sole investment power for all 4,243,121 shares. |
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| | | 2022 Proxy Statement 9 | |
(8) | Based on information reported by The Vanguard Group on Amendment No. 10 to Schedule 13G that was filed with the SEC on February 9, 2022. The Vanguard Group is deemed to have beneficial ownership of these shares, which includes sole voting power of 0 shares, sole investment power of 4,368,233 shares, shared voting power of 168,590 shares, and shared investment power of 69,873 shares. |
(9) | Based on information reported by Brown Capital Management, LLC on Amendment No. 13 to Schedule 13G that was filed with the SEC on February 14, 2020. Brown Capital Management, LLC is deemed to have beneficial ownership of these shares, which includes sole voting power of 1,084,616 shares and sole investment power for all 1,854,286 shares. |
(10) | Based on information reported by Janus Henderson Group PLC on Amendment No.1 to Schedule 13G that was filed with the SEC on February 11, 2019. Janus Henderson Group PLC is deemed to have beneficial ownership of these shares, which includes shared voting power of all 1,480,959 shares and shared investment power for all 1,480,959 shares. |
(11) | The shares are owned by a family limited partnership in which Ms. Cline and her husband each own a 49% limited partner interest and the general partner, a limited liability company, owns a 2% general partner interest. The general partner is equally owned by Ms. Cline and her husband. Ms. Cline disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. |
(12) | Includes: 25,200 shares of common stock pledged to secure personal debt and 27,894 shares of common stock held in a margin account. |
(13) | Includes: (a) 39,500 shares of common stock held in a partnership in which Mr. Marr is the general partner and has sole voting and investment power (the partnership is owned 99% by a trust in which Mr. Marr’s disclaims beneficial ownership and 1% by the general partner); and (b) 5,650 shares held in two trusts for which Mr. Marr is a co-trustee and is deemed to have shared voting and dispositive power. Mr. Marr disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(14) | Includes: (a) 4,583 shares which are owned by a family trust for which Mr. Miller’s children is a beneficiary and Mr. Miller is the trustee; and (b) 4,743 shares which are owned by a family trust for which one of Mr. Miller’s children is a beneficiary and Mr. Miller is the trustee. Mr. Miller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(15) | The shares are owned by a family trust for which Mr. Miller’s spouse is the beneficiary and trustee. Mr. Miller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(16) | Mr. Puckett is a Named Executive Officer effective May 11, 2021. |
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| 10 | | | | | 2022 Proxy Statement | |
2018 | 2017 | ||||||
Audit Fees | $ | 1,816,300 | $ | 1,794,000 | |||
Audit-Related Fees | 338,000 | 201,000 | |||||
Other | — | — | |||||
Tax Fees | 77,500 | — | |||||
Total | $ | 2,231,800 | $ | 1,995,000 |
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| | | 2022 Proxy Statement 11 | |
| 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 stockholders. | | | 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. | | | 4 | |
| 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 | |
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| 12 | | | | | 2022 Proxy Statement | |
| Qualifications & Experience | | | Glenn A. Carter | | | Brenda A. Cline | | | Ronnie D. Hawkins, Jr. | | | Mary L. Landrieu | | | John S. Marr, Jr. | | | H. Lynn Moore, Jr. | | | Daniel M. Pope | | | Dustin R. Womble | |
| Accounting/Auditing | | | | | • | | | | | • | | | | | | | • | | | | |||||
| Business Operations | | | • | | | • | | | • | | | | | • | | | • | | | • | | | • | | |
| Capital Management | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
| Corporate Governance | | | • | | | • | | | | | • | | | • | | | • | | | | | | |||
| Cybersecurity | | | | | | | • | | | | | • | | | • | | | • | | | | ||||
| Financial Literacy | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
| Industry Experience | | | • | | | | | • | | | | | • | | | • | | | • | | | • | | ||
| Other Public Company Board(s) | | | | | • | | | | | | • | | | | | | | | | | |||||
| Public Company Executive | | | | | | | | | | | • | | | • | | | | | • | | |||||
| Public Sector Service | | | | | | | • | | | • | | | | | | | • | | | | |||||
| Risk Management | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
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| | | 2022 Proxy Statement 13 | |
| | | Less Than 3 Years | | | 3-6 Years | | | 7-10 Years | | | More Than 10 Years | | |
| Tenure | | | 2 | | | 2 | | | 2 | | | 2 | |
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| 14 | | | | | 2022 Proxy Statement | |
| | John S. Marr, Jr., age 62 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 |
| | Glenn A. Carter, age 66 Director Director since: 2014 | ||||
Mr. Carter has served as a director since 2014. Mr. Carter also serves as Chair of the Nominating and Governance Committee and is a member of the Compensation Committee. In 1999, Mr. Carter founded DataProse, Inc., a provider of billing services to the public sector, primarily cities, counties, local government, utilities, and water-related entities. Mr. Carter served as Chief Executive Officer of DataProse until April 2008, when he sold it to CSG Systems International, Inc. From April 2008 through March 2010, Mr. Carter served as Vice President, Market and Business Development for CSG. Mr. Carter is currently retired. Mr. Carter is NACD (National Association of Corporate Directors) Directorship Certified™. The NACD Directorship Certification® program equips directors with the foundation of knowledge sought by boards to effectively contribute in the boardroom. NACD Directorship Certified directors pass a foundational exam developed by experienced directors and, via continuing recertification requirements, commit to continuing education on governance and emerging issues impacting the businesses they serve in order to elevate the profession of directorship. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | Executive and entrepreneurial experience as founder of DataProse, Inc. | |||
• | | | Over 20 years of specific public sector market experience as CEO of DataProse, Inc. | |||
• | | | NACD Directorship Certified™ |
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| | | 2022 Proxy Statement 15 | |
| | Brenda A. Cline, age 61 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 $300 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 also 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”), 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, American Beacon Funds and formerly a 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 |
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| 16 | | | | | 2022 Proxy Statement | |
| | Ronnie D. Hawkins, Jr. Lt. General, USAF (Ret), age 66 Director Director since: 2021 | ||||
Mr. Hawkins has served as a director since 2021. Mr. Hawkins also serves as a member of the Compensation Committee. Mr. Hawkins is currently the president of Angelo State University in San Angelo, Texas. Mr. Hawkins possesses more than 37 years of Department of Defense (DoD) experience in cyberspace operations and major computer network architectures. From 2012 through 2015, Mr. Hawkins led the Defense Information Systems Agency, a global Combat Support Agency comprised of 12,000 personnel, serving the President of the United States, the Secretary of Defense, Joint Chiefs of Staff, DoD components, and other mission partners. He served on the President’s National Security Telecommunications Advisory Committee and executed modernization of mobile communications in direct support of the President. Mr. Hawkins was a member of the Strategic Advisor Group on nuclear, space, and cyber operations to Commander, U.S. Strategic Command. Mr. Hawkins has operated at the strategic level with civilian and military leaders of several foreign countries, including Israel, Iraq, Afghanistan, the United Kingdom, Korea, Japan, and Australia. From 2015 through 2020, Mr. Hawkins was President and CEO of Hawkins Group, LLC, a certified Service-Disabled Veteran Owned Small Business (SDVOSB) that provided strategic and operational cybersecurity consulting and professional services to clients throughout the United States. Mr. Hawkins has served on the Board of Directors of ITC Holdings Corp., a subsidiary of Fortis Inc. (NYSE: FTS), since 2020. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | Leader with over 20 years of successful senior executive experience managing the delivery and operation of information technology and cybersecurity solutions | |||
• | | | Distinguished military veteran and public servant at the federal level | |||
• | | | Experience in higher education administration |
| | Mary L. Landrieu, age 66 Director Director since: 2020 Other Current Reporting Company Directorships: Evergy, Inc. | ||||
Senator Landrieu has served as a director since 2020. Senator Landrieu also serves as a member of the Nominating and Governance Committee and the Audit Committee. Senator Landrieu serves as a senior policy advisor of Van Ness Feldman, LLC, and holds consultant roles with Earnin and the Climate Solutions Foundation Action. Senator Landrieu served in the United States Senate for three terms, first elected in 1996. During her tenure, she was a member (and then Chair) of the Senate Energy and Natural Resources Committee, as well as a member of the Senate Armed Services Committee, the Appropriations Committee, and Chair of the Small Business and Entrepreneurship Committee. In her role as Chair of the Small Business Committee, she was the lead sponsor of the Small Business Jobs Act of 2010, which helped to create and retain over 650,000 American jobs. Prior to serving in the U.S. Senate, she served in the Louisiana State Legislature from 1979 through 1987. In 1987, she was elected State Treasurer and served with distinction for two terms. Strong fiscal management, pension fund diversification, debt limitation, and the creation of the first-ever municipal investment fund (now valued at over $2 billion) are some of her noteworthy accomplishments. Senator Landrieu previously served on the Board of Directors of CenturyLink, Inc. She currently serves on the Board of Directors of Evergy, Inc. (NYSE: EVRG), as well as on the boards of the following non-profits: Resources for the Future; Climate Solutions Foundation, Inc.; Gulf Research Project; and the Congressional Coalition on Adoption Institute. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | Three-term U.S. Senator, with distinguished service on various Senate committees, including business committees | |||
• | | | Nearly 30 years of public service at state and federal levels | |||
• | | | Outside board experience as a former director on the board of CenturyLink, as a current director on the board of Evergy, Inc., and as a director of various non-profit entities |
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| | | 2022 Proxy Statement 17 | |
| | H. Lynn Moore, Jr., age 54 President and Chief Executive Officer and Director Director since: 2017 | ||||
Mr. Moore has served as director since 2017. Mr. Moore has served as President of Tyler since January 2017 and in May 2018 was also named Chief Executive Officer. Mr. Moore also serves as a member of the Executive Committee. Mr. Moore previously served as Executive Vice President from February 2008 through December 2016, General Counsel from September 1998 through December 2016; and Secretary from October 2000 through December 2016. Mr. Moore also served as Vice President from October 2000 until February 2008. From August 1992 to August 1998, Mr. Moore was associated with the law firm of Hughes & Luce, LLP in Dallas, Texas, where he represented numerous publicly-held and privately owned entities in various corporate and securities, finance, litigation, and other matters. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | President of Tyler since 2017; Chief Executive Officer since 2018 | |||
• | | | Executive Vice President of Tyler from 2008 to 2016 | |||
• | | | Over 20 years of relevant corporate and industry experience |
| | Daniel M. Pope, age 59 Director Director since: 2016 | ||||
Mr. Pope has served as a director since 2016. Mr. Pope also serves as Chair of the Compensation Committee and is a member of the Audit Committee. Mr. Pope is currently serving his third term as the Mayor of the city of Lubbock, Texas. Mr. Pope served as Chief Development Officer of Covenant Health System in Lubbock, Texas from 2014 through 2018. From 1994 through 2014, Mr. Pope served as the Chief Executive Officer of Benchmark Business Solutions, an office technology business he founded in 1994. Prior to founding Benchmark, Mr. Pope served in various sales and leadership roles for Xerox Corporation. Mr. Pope also served on the Covenant Health System Board of Trustees from 2007 through 2011, including Chairman of the Board from 2010 through 2011, and as a member of the Finance and Conflicts Committee and the Compensation Committee. Mr. Pope served on the Lubbock Independent School District Board of Directors from 2007 through 2016. Mr. Pope also serves on the Rawls College of Business Advisory Council at Texas Tech University. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | Over 20 years of senior-level executive experience | |||
• | | | Public sector executive experience as Mayor of the city of Lubbock, Texas and as President of the Lubbock Independent School District Board of Directors |
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| 18 | | | | | 2022 Proxy Statement | |
| | Dustin R. Womble, age 63 Director Director since: 2005 | ||||
Mr. Womble has served as a director since 2005. Mr. Womble retired from Tyler in April 2016. From July 2006 through April 2016, Mr. Womble served as Executive Vice President in charge of corporate-wide product strategy. For approximately 18 months beginning in 2008, Mr. Womble also served as President of the Court & Justice Division. From July 2003 through June 2006, Mr. Womble served as President of our Local Government Division. In 1982, Mr. Womble founded INCODE, Inc., a provider of a wide range of software products and related services principally for county and city governments. Tyler acquired INCODE (now a part of our Local Government Division) in 1998, and Mr. Womble served as President of INCODE from 1998 through July 2003. Mr. Womble has served on the Board of Regents of the Texas Tech University System since 2019, and currently serves as Chair of its Facilities Committee. Prior to his appointment to the Board of Regents, Mr. Womble served as a member of the Rawls College of Business Advisory Council and as a member of the executive committee of the Texas Tech Foundation. In 2014, Mr. Womble invested in Metallenium, LLC and became Chair of its Board. Mr. Womble also serves on the boards of TRUNO and of the Lubbock Christian Schools. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | Senior-level executive experience at Tyler from 2003 through 2016 | |||
• | | | President of multiple Tyler Divisions | |||
• | | | Over 35 years of specific industry experience as founder of INCODE |
| | Brian K. Miller, age 63 Executive Vice President - Chief Financial Officer and Treasurer Executive Officer since: 1997 | ||||
Mr. Miller has been Executive Vice President – Chief Financial Officer and Treasurer of Tyler since February 2008. From May 2005 until February 2008, Mr. Miller served as Senior Vice President – Chief Financial Officer and Treasurer. He previously served as Vice President – Finance and Treasurer from May 1999 through April 2005 and was Vice President – Chief Accounting Officer and Treasurer from December 1997 through April 1999. From June 1986 through December 1997, Mr. Miller held various senior financial management positions at Metro Airlines, Inc. (“Metro”), a publicly-held regional airline holding company operating as American Eagle. Mr. Miller was Chief Financial Officer of Metro from May 1991 through December 1997 and also held the office of President of Metro from January 1993 through December 1997. From 1980 through 1986, Mr. Miller held various audit positions with the firm now known as Ernst & Young. Mr. Miller also serves on the Board of Trustees of the Texas A&M University 12th Man Foundation, a nonprofit organization. Mr. Miller is a certified public accountant. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | More than 35 years of public company senior financial management experience | |||
• | | | Audit experience with a large public accounting firm | |||
• | | | Certified Public Accountant |
| | | | ||
| | | 2022 Proxy Statement 19 | |
| | Jeffrey D. Puckett, age 55 Chief Operating Officer Executive Officer since: 2021 | ||||
Mr. Puckett has served as Chief Operating Officer since February 2021. In that capacity, Mr. Puckett oversees the Company’s cloud initiatives, as well as its corporate technology, IT, and information security teams. From 2019 until February 2021, Mr. Puckett served as Chief Strategy Officer. He previously served as President of the Company’s Courts & Justice division, and he served in multiple roles in that division since 1992, including senior roles in implementation, development and sales. | ||||||
Key Attributes, Experience and Skills: | ||||||
• | | | More than 30 years of direct industry experience | |||
• | | | Executive responsibility for the Company’s transformative technologies and related technology disciplines | |||
• | | | Various senior management roles in multiple disciplines |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR each of the nominees for director. | |
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| 20 | | | | | 2022 Proxy Statement | |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR the Vote Threshold Amendment to our Restated Certificate of Incorporation. | |
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| | | 2022 Proxy Statement 21 | |
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| 22 | | | | | 2022 Proxy Statement | |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR the Special Meeting Amendment to our Restated Certificate of Incorporation. | |
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| | | 2022 Proxy Statement 23 | |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR the Written Consent Amendment to our Restated Certificate of Incorporation. | |
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| 24 | | | | | 2022 Proxy Statement | |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR the advisory approval of our executive compensation. | |
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| | | 2022 Proxy Statement 25 | |
| | | 2021 | | | 2020 | | |
| Audit Fees | | | $3,596,000 | | | $2,989,342 | |
| Audit-Related Fees | | | 580,000 | | | — | |
| Other Fees | | | 1,864,000 | | | — | |
| Tax Fees | | | 351,000 | | | — | |
| Total | | | $6,391,000 | | | $2,989,342 | |
| | | Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2022. | |
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| 26 | | | | | 2022 Proxy Statement | |
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| 2022 Proxy Statement 27 | ||||
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| Name | | | Audit | | | Compensation | |||||||
| Nominating and Governance | | | Executive | | |||||||||
Glenn A. Carter | | | | • | | | Chair | | | | ||||
| Brenda A Cline | | Chair | | | | | • | | | | |||
Ronnie D. Hawkins, Jr. | | | • | | | | | | ||||||
| Mary L. Landrieu | | | • | | | | | • | | | | ||
| John S. Marr, Jr. | | | | | | | | | Chair | | |||
| Daniel M. Pope | | | • | | | Chair | | | | | | ||
| Dustin R. Womble | | | | | | | | | | ||||
| H. Lynn Moore, Jr. | | | | | | | | • | | ||||
| Total Meetings in | | Five | | Four | | | Four | | | Periodically | |
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| 28 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 29 | |
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) | ||||||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 3,716,871 | (7) | — | — | 3,716,871 | 9.7 | % | |||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 3,421,041 | (8) | — | — | 3,421,041 | 8.9 | % | |||||||||||
Brown Capital Management, LLC 1201 N. Calvert Street Baltimore, MD 21202 | 2,090,749 | (9) | — | — | 2,090,749 | 5.5 | % | |||||||||||
Janus Henderson Group PLC 201 Bishopsgate EC2M 3AE United Kingdom | 1,480,959 | (10) | — | — | 1,480,959 | 3.9 | % | |||||||||||
Directors and Nominees | ||||||||||||||||||
Donald R. Brattain | 7,070 | 20,000 | 1,099 | 3,000 | (11) | 31,169 | * | |||||||||||
Glenn A. Carter | 500 | 19,108 | 1,099 | — | 20,707 | * | ||||||||||||
Brenda A. Cline | 1,000 | 18,333 | 1,099 | — | 20,432 | * | ||||||||||||
J. Luther King, Jr. | 72,864 | 40,000 | 1,099 | 62,679 | (12) | 176,642 | * | |||||||||||
Daniel M. Pope | — | 11,333 | 1,099 | — | 12,432 | * | ||||||||||||
Dustin R. Womble | 178,122 | (13) | 190,242 | — | — | 368,364 | 1.0 | % | ||||||||||
Named Executive Officers | ||||||||||||||||||
John S. Marr Jr. | 226,403 | 383,290 | 75,000 | (14) | 684,693 | 1.8 | % | |||||||||||
H. Lynn Moore Jr. | 62,313 | 222,433 | — | 284,746 | * | |||||||||||||
Brian K. Miller | 45,855 | 98,672 | — | 144,527 | * | |||||||||||||
All directors, nominees and executive officers as a group (9 persons) | 594,127 | 1,003,411 | 5,495 | 140,679 | 1,743,712 | 4.4 | % |
Revenues | Net Income | Market Capitalization | Total Assets | ||||||||||||
(in millions) | (in billions) | ||||||||||||||
Tyler Technologies, Inc. | $ | 841 | $ | 164 | $ | 7.4 | $ | 1.6 | |||||||
Peer Group Average | $ | 973 | $ | 191 | (a) | $ | 8.5 | $ | 1.9 | ||||||
Name | Increase (Decrease) | 2017 | 2018 | |||||||
John S. Marr Jr. | (29)% | $ | 425,000 | $ | 300,000 | |||||
H. Lynn Moore Jr. | 18% | $ | 425,000 | $ | 500,000 | |||||
Brian K. Miller | 4% | $ | 370,000 | $ | 383,000 |
PSUs | Stock Options | Stock Options | ||||
Name | June 1, 2018 | June 1, 2018 | December 1, 2018 | |||
John S. Marr Jr. | 7,500 | 11,250 | 11,250 | |||
H. Lynn Moore Jr. | 7,500 | 11,250 | 11,250 | |||
Brian K. Miller | 5,000 | 7,500 | 7,500 |
Compensation at Risk | ||||||
Name | Base Salary | Bonus | Stock Incentive Awards | |||
John S. Marr Jr. | 8% | 8% | 84% | |||
H. Lynn Moore Jr. | 12% | 12% | 76% | |||
Brian K. Miller | 13% | 13% | 74% |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||||||
John S. Marr Jr. | 2018 | $ | 300,000 | $ | — | $ | 9,928,320 | $ | 8,869,480 | $ | 315,000 | $ | — | $ | 8,435 | $ | 19,421,235 | |||||||||||||||||
Executive Chairman of the Board | 2017 | $ | 425,000 | $ | — | $ | — | $ | 2,780,462 | $ | 510,000 | $ | — | $ | 9,630 | $ | 3,725,092 | |||||||||||||||||
2016 | $ | 538,000 | $ | — | $ | — | $ | 2,379,053 | $ | 753,200 | $ | — | $ | 10,861 | $ | 3,681,114 | ||||||||||||||||||
H. Lynn Moore Jr. | 2018 | $ | 500,000 | $ | — | $ | 9,928,320 | $ | 8,869,480 | $ | 525,000 | $ | — | $ | 12,452 | $ | 19,835,252 | |||||||||||||||||
President and | 2017 | $ | 425,000 | $ | — | $ | — | $ | 2,780,462 | $ | 510,000 | $ | — | $ | 12,961 | $ | 3,728,423 | |||||||||||||||||
Chief Executive Officer | 2016 | $ | 339,000 | $ | — | $ | — | $ | 1,593,965 | $ | 355,950 | $ | — | $ | 11,607 | $ | 2,300,522 | |||||||||||||||||
Brian K. Miller | 2018 | $ | 383,000 | $ | — | $ | 3,888,640 | $ | 3,641,914 | $ | 402,150 | $ | — | $ | 13,890 | $ | 8,329,594 | |||||||||||||||||
Executive Vice President, | 2017 | $ | 370,000 | $ | — | $ | — | $ | 1,835,105 | $ | 444,000 | $ | — | $ | 12,232 | $ | 2,661,337 | |||||||||||||||||
Chief Financial Officer and Treasurer | 2016 | $ | 339,000 | $ | — | $ | — | $ | 1,593,965 | $ | 355,950 | $ | — | $ | 11,387 | $ | 2,300,302 |
Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) (4),(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | ||||||||||||||||||||||||||||
Name | Grant Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||
John S. Marr Jr. | 2/20/2018 | $ | 300,000 | $ | 525,000 | ||||||||||||||||||||||||||||
2/26/2018 | 112,000 | $ | 205.66 | $ | 7,337,309 | ||||||||||||||||||||||||||||
5/9/2018 | 36,000 | ||||||||||||||||||||||||||||||||
6/1/2018 | 3,750 | 7,500 | 9,000 | ||||||||||||||||||||||||||||||
6/1/2018 | 11,250 | $ | 231.68 | $ | 835,102 | ||||||||||||||||||||||||||||
12/1/2018 | 11,250 | $ | 192.76 | $ | 697,069 | ||||||||||||||||||||||||||||
H. Lynn Moore Jr. | 2/20/2018 | $ | 500,000 | $ | 875,000 | ||||||||||||||||||||||||||||
2/26/2018 | 112,000 | $ | 205.66 | $ | 7,337,309 | ||||||||||||||||||||||||||||
5/9/2018 | 36,000 | ||||||||||||||||||||||||||||||||
6/1/2018 | 3,750 | 7,500 | 9,000 | ||||||||||||||||||||||||||||||
6/1/2018 | 11,250 | $ | 231.68 | $ | 835,102 | ||||||||||||||||||||||||||||
12/1/2018 | 11,250 | $ | 192.76 | $ | 697,069 | ||||||||||||||||||||||||||||
Brian K. Miller | 2/20/2018 | $ | 383,000 | $ | 670,250 | ||||||||||||||||||||||||||||
2/26/2018 | 40,000 | $ | 205.66 | $ | 2,620,467 | ||||||||||||||||||||||||||||
5/9/2018 | 12,000 | ||||||||||||||||||||||||||||||||
6/1/2018 | 2,500 | 5,000 | 6,000 | ||||||||||||||||||||||||||||||
6/1/2018 | 7,500 | $ | 231.68 | $ | 556,734 | ||||||||||||||||||||||||||||
12/1/2018 | 7,500 | $ | 192.76 | $ | 464,713 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#)(1) | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock that have not vested | Market Value of Shares or Units of Stock that have not vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested (3) | |||||||||||||||||||||
Name | Grant Date | Exercisable | Unexercisable | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||
John S. Marr Jr. | 5/9/2018 | 36,000 | $ | 6,689,520 | ||||||||||||||||||||||||
6/1/2018 | 7,500 | $ | 1,393,650 | |||||||||||||||||||||||||
6/15/2011 | 4,152 | — | $ | 24.08 | 6/15/2021 | |||||||||||||||||||||||
6/15/2012 | 2,540 | — | $ | 39.36 | 6/15/2022 | |||||||||||||||||||||||
12/14/2012 | 9,000 | — | $ | 47.20 | 12/14/2022 | |||||||||||||||||||||||
2/11/2013 | 176,000 | — | $ | 54.45 | 2/11/2023 | |||||||||||||||||||||||
6/14/2013 | 28,800 | — | $ | 68.17 | 6/14/2023 | |||||||||||||||||||||||
12/13/2013 | 28,800 | — | $ | 100.43 | 12/13/2023 | |||||||||||||||||||||||
6/13/2014 | 20,800 | 5,200 | $ | 81.21 | 6/13/2024 | |||||||||||||||||||||||
12/15/2014 | 20,800 | 5,200 | $ | 108.81 | 12/15/2024 | |||||||||||||||||||||||
6/1/2015 | 25,000 | — | $ | 121.05 | 6/1/2025 | |||||||||||||||||||||||
12/1/2015 | 25,000 | — | $ | 176.80 | 12/1/2025 | |||||||||||||||||||||||
6/1/2016 | 16,666 | 8,334 | $ | 154.85 | 6/1/2026 | |||||||||||||||||||||||
12/1/2016 | 16,666 | 8,334 | $ | 143.42 | 12/1/2026 | |||||||||||||||||||||||
6/1/2017 | 8,333 | 16,667 | $ | 171.44 | 6/1/2027 | |||||||||||||||||||||||
12/1/2017 | 8,333 | 16,667 | $ | 181.79 | 12/1/2027 | |||||||||||||||||||||||
2/26/2018 | — | 112,000 | $ | 205.66 | 2/26/2028 | |||||||||||||||||||||||
6/1/2018 | — | 11,250 | $ | 231.68 | 6/1/2028 | |||||||||||||||||||||||
12/1/2018 | — | 11,250 | $ | 192.76 | 12/1/2028 | |||||||||||||||||||||||
H. Lynn Moore Jr. | 5/9/2018 | 36,000 | $ | 6,689,520 | ||||||||||||||||||||||||
6/1/2018 | 7,500 | $ | 1,393,650 | |||||||||||||||||||||||||
12/14/2012 | 6,000 | — | $ | 47.20 | 12/14/2022 | |||||||||||||||||||||||
2/11/2013 | 100,000 | — | $ | 54.45 | 2/11/2023 | |||||||||||||||||||||||
12/13/2013 | 19,200 | — | $ | 100.43 | 12/13/2023 | |||||||||||||||||||||||
6/13/2014 | 14,000 | 3,500 | $ | 81.21 | 6/13/2024 | |||||||||||||||||||||||
12/15/2014 | 14,000 | 3,500 | $ | 108.81 | 12/15/2024 | |||||||||||||||||||||||
6/1/2015 | 10,050 | 6,700 | $ | 121.05 | 6/1/2025 | |||||||||||||||||||||||
12/1/2015 | 10,050 | 6,700 | $ | 176.80 | 12/1/2025 | |||||||||||||||||||||||
6/1/2016 | 6,700 | 10,050 | $ | 154.85 | 6/1/2026 | |||||||||||||||||||||||
12/1/2016 | 6,700 | 10,050 | $ | 143.42 | 12/1/2026 |
6/1/2017 | 5,000 | 20,000 | $ | 171.44 | 6/1/2027 | |||||||||||||||||||||||
12/1/2017 | 8,333 | 16,667 | $ | 181.79 | 12/1/2027 | |||||||||||||||||||||||
2/26/2018 | — | 112,000 | $ | 205.66 | 2/26/2028 | |||||||||||||||||||||||
6/1/2018 | — | 11,250 | $ | 231.68 | 6/1/2028 | |||||||||||||||||||||||
12/1/2018 | — | 11,250 | $ | 192.76 | 12/1/2028 | |||||||||||||||||||||||
Brian K. Miller | 5/9/2018 | 12,000 | $ | 2,229,840 | ||||||||||||||||||||||||
6/1/2018 | 5,000 | $ | 929,100 | |||||||||||||||||||||||||
12/14/2012 | 6,000 | — | $ | 47.20 | 12/14/2022 | |||||||||||||||||||||||
12/13/2013 | 3,840 | — | $ | 100.43 | 12/13/2023 | |||||||||||||||||||||||
6/13/2014 | — | 3,500 | $ | 81.21 | 6/13/2024 | |||||||||||||||||||||||
12/15/2014 | 14,000 | 3,500 | $ | 108.81 | 12/15/2024 | |||||||||||||||||||||||
6/1/2015 | 16,750 | — | $ | 121.05 | 6/1/2025 | |||||||||||||||||||||||
12/1/2015 | 16,750 | — | $ | 176.80 | 12/1/2025 | |||||||||||||||||||||||
6/1/2016 | 11,166 | 5,584 | $ | 154.85 | 6/1/2026 | |||||||||||||||||||||||
12/1/2016 | 11,166 | 5,584 | $ | 143.42 | 12/1/2026 | |||||||||||||||||||||||
6/1/2017 | 5,500 | 11,000 | $ | 171.44 | 6/1/2027 | |||||||||||||||||||||||
12/1/2017 | 5,500 | 11,000 | $ | 181.79 | 12/1/2027 | |||||||||||||||||||||||
2/26/2018 | — | 40,000 | $ | 205.66 | 2/26/2028 | |||||||||||||||||||||||
6/1/2018 | — | 7,500 | $ | 231.68 | 6/1/2028 | |||||||||||||||||||||||
12/1/2018 | — | 7,500 | $ | 192.76 | 12/1/2028 |
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||
John S. Marr Jr. | 176,460 | $ | 31,576,225 | — | $ | — | ||||||||
H. Lynn Moore Jr. | 69,200 | $ | 12,522,856 | — | $ | — | ||||||||
Brian K. Miller | 63,200 | $ | 10,241,159 | — | $ | — |
Termination Without Cause | Upon a Change in Control | |||||||||||||||||||||||||||||||
Name | Lump Sum Severance and Non-Compete Payment | Continuation of Health Care Benefit | Accelerated Vesting of Stock Options | Accelerated Vesting of Restricted Stock Units | Lump Sum Severance and Non-Compete Payment | Continuation of Health Care Benefit | Accelerated Vesting of Stock Options | Accelerated Vesting of Restricted Stock Units | ||||||||||||||||||||||||
John S. Marr Jr. | $ | 1,200,000 | $ | 16,523 | $ | 9,717,871 | $ | 8,177,361 | $ | 1,200,000 | $ | 16,523 | $ | 9,717,871 | $ | 8,177,361 | ||||||||||||||||
H. Lynn Moore Jr. | $ | 2,000,000 | $ | 20,845 | $ | 10,763,555 | $ | 8,177,361 | $ | 2,000,000 | $ | 20,845 | $ | 10,763,555 | $ | 8,177,361 | ||||||||||||||||
Brian K. Miller | $ | 1,532,000 | $ | 20,845 | $ | 4,568,674 | $ | 3,182,109 | $ | 1,532,000 | $ | 20,845 | $ | 4,568,674 | $ | 3,182,109 |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | |||||||||
Donald R. Brattain | $ | 64,750 | $ | 250,044 | (3) | $ | 314,794 | |||||
Glenn A. Carter | $ | 62,500 | $ | 250,044 | (3) | $ | 312,544 | |||||
Brenda A. Cline | $ | 78,750 | $ | 250,044 | (3) | $ | 328,794 | |||||
J. Luther King Jr. | $ | 75,000 | $ | 250,044 | (3) | $ | 325,044 | |||||
Daniel M. Pope | $ | 50,500 | $ | 250,044 | (3) | $ | 300,544 | |||||
Dustin R. Womble | $ | — | $ | — | (3) | $ | — |
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| 30 | | | | | 2022 Proxy Statement | |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($)(3) | |
| Glenn A. Carter | | | $87,000 | | | $249,809(3) | | | $336,809 | |
| Brenda A. Cline | | | $100,500 | | | $249,809(3) | | | $350,309 | |
| Ronnie D. Hawkins | | | $49,750 | | | $249,809(3) | | | $299,559 | |
| Mary L Landrieu | | | $68,500 | | | $249,809(3) | | | $318,309 | |
| Daniel M. Pope | | | $97,750 | | | $249,809(3) | | | $347,559 | |
| Dustin R. Womble | | | $61,000 | | | $249,809(3) | | | $310,809 | |
(1) | Non-employee directors receive the following compensation: |
(2) | On May |
(3) | The following table shows the aggregate shares underlying outstanding common stock options and restricted stock units, based upon grants made as |
| Name | | | Number of Stock Options | | | Number of Stock Awards | |
| Glenn A. Carter | | | 17,000 | | | 634 | |
| Brenda A. Cline | | | 10,000 | | | 634 | |
| Ronnie D. Hawkins | | | — | | | 634 | |
| Mary L. Landrieu | | | — | | | 634 | |
| Daniel M. Pope | | | 5,000 | | | 634 | |
| Dustin R. Womble | | | 1,231 | | | 634 | |
| | | | ||
| | | 2022 Proxy Statement 31 | |
• | Forward the communication to the director or directors to whom it is addressed (for example, if the communication received relates to our “whistleblower policy” found on our website, www.tylertech.com, including questions, concerns, or complaints regarding accounting, internal accounting controls, and auditing matters, it will be forwarded by management to the Chair of the Audit Committee for review); |
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| 32 | | | | | 2022 Proxy Statement | |
Name | Number of Stock Options (#) | Number of Stock Awards (#) | ||||
Donald R. Brattain | 20,000 | 1,099 | ||||
Glenn A. Carter | 20,775 | 1,099 | ||||
Brenda A. Cline | 20,000 | 1,099 | ||||
J. Luther King Jr. | 40,000 | 1,099 | ||||
Daniel M. Pope | 13,000 | 1,099 | ||||
Dustin R. Womble | — | — |
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| | | 2022 Proxy Statement 33 | |
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| 34 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 35 | |
| 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 | | | 4 times annual cash retainer | |
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| 36 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 37 | |
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| 38 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 39 | |
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| 40 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 41 | |
| Element | | | Form of Compensation | | | Purpose | | | 2021 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 stockholder value creation with significant Company equity stake linked to long-term, future Company performance | | | 3-year Recurring Revenue Growth (PSUs); stockholder value created, in the form of increased value per share (options) | |
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| 42 | | | | | 2022 Proxy Statement | |
| 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. | |
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| 88% of total target compensation to our Named Executive Officers is “at risk” compensation. | | |||
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| Our Named Executive Officers receive no material non-cash benefits, deferred compensation benefits, or other executive perquisites. | | |||
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| 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 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 stockholder value. The potential for additional compensation is linked to performance levels that exceed Board of Directors and stockholder expectations for performance and growth. | |
| We administer our executive compensation programs and practices responsibly on behalf of our stockholders | | | Our Compensation Committee is comprised solely of independent directors. | |
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| We maintain an executive compensation recovery policy described further in the “Other Important Elements of our Executive Compensation” section. | | |||
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| 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. | | |||
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| 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. | | |||
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| Our 2018 Stock Incentive Plan does not permit stock option exchanges or repricing without stockholder approval. | | |||
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| 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. | | |||
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| We conduct an annual stockholder advisory vote on Named Executive Officer compensation and maintain ongoing outreach to our investors to understand their perspectives on our executive compensation program. | | |||
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| Our Compensation Committee conducts an annual assessment. | | |||
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| 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. | |
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| | | 2022 Proxy Statement 43 | |
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| 44 | | | | | 2022 Proxy Statement | |
| ACI Worldwide, Inc. | | | Manhattan Associates, Inc. | |
| Ansys, Inc. | | | Paycom Software, Inc. | |
| Aspen Technology, Inc. | | | Pegasystems, Inc. | |
| Blackbaud, Inc. | | | PTC, Inc. | |
| Cornerstone onDemand, Inc. | | | RealPage, Inc. | |
| Fair Isaac Corp. | | | RingCentral, Inc. | |
| Guidewire Software, Inc. | | | Splunk | |
| j2 Global, Inc. | | | Veeva Systems, Inc. | |
| Jack Henry & Associates, Inc. | | | Zendesk, Inc. | |
| | | Revenues | | | Market Capitalization | | |
| | | (in millions) | | ||||
| Tyler Technologies, Inc. | | | $1,086.4 | | | $15.9 | |
| Peer Group Average | | | $1,069.9 | | | $14.5 | |
| | | | ||
| | | 2022 Proxy Statement 45 | |
| Name | | | Increase | | | 2020 | | | 2021 | |
| John S. Marr, Jr. | | | 0.0% | | | $300,000 | | | $300,000 | |
| H. Lynn Moore, Jr. | | | 0.0% | | | $525,000 | | | $525,000 | |
| Brian K. Miller | | | 0.0% | | | $400,000 | | | $400,000 | |
| Jeffrey D. Puckett(1) | | | 11.1% | | | $270,000 | | | $300,000 | |
(1) | Mr. Puckett was added as a Named Executive Officer on May 11, 2021. |
| | | | | | |||
| 46 | | | | | 2022 Proxy Statement | |
| 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. | |
* | Excludes write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, and expenses associated with amortization of intangibles arising from business combinations. |
| | | | ||
| | | 2022 Proxy Statement 47 | |
| Metric | | | Threshold (40%) | | | Target (100%) | | | Max (175%) | | | Actual Achievement | | | % of Target Achieved | |
| Non-GAAP EPS* | | | $5.20 | | | $5.68 to $5.719 | | | $6.28 | | | $5.85 | | | 120% | |
* | Included adjustments to 2021 GAAP pre-tax income for (i) $2.7 million of write-downs of acquisition-related deferred revenue, (ii) $108.2 million of share-based compensation expense and employer portion of payroll taxes on employee stock transactions, (iii) $90.5 million of amortization of intangibles arising from business combinations. |
| | | | | | |||
| 48 | | | | | 2022 Proxy Statement | |
| 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% | |
(1) | Includes non-GAAP recurring revenue from an acquisition when total acquired company recurring revenue is less than or equal to 3% of Tyler recurring revenue. For an acquisition with recurring revenue run rate at the time of acquisition that is greater than 3% of Tyler recurring revenue, includes recurring revenue from the acquisition that is equal to 3% of Tyler recurring revenue at the time of acquisition. |
| | | PSUs | | | Stock Options | | | Stock Options | | |
| Name | | | March 1, 2021 | | | June 1, 2021 | | | December 1, 2021 | |
| John S. Marr, Jr. | | | n/a | | | 3,750 | | | 3,750 | |
| H. Lynn Moore, Jr. | | | 5,000 | | | 9,000 | | | 9,000 | |
| Brian K. Miller | | | 3,333 | | | 6,000 | | | 6,000 | |
| Jeffrey D. Puckett(1) | | | 2,350 | | | 2,350 | | | 2,350 | |
(1) | Mr. Puckett was added as a Named Executive Officer on May 11, 2021. |
| | | | ||
| | | 2022 Proxy Statement 49 | |
| Name | | | Percentage of total annually recurring stock incentive awards | |
| John S. Marr, Jr. | | | 2.2% | |
| H. Lynn Moore, Jr. | | | 6.9% | |
| Brian K. Miller | | | 4.6% | |
| Jeffrey D. Puckett | | | 2.1% | |
| Name | | | Annual Salary | | | Compensation at Risk | | |||
| Short-term Stock Incentive Target | | | Long-term Stock Incentive Target | | ||||||
| John S. Marr, Jr. | | | 26% | | | 0% | | | 74% | |
| H. Lynn Moore, Jr. | | | 9% | | | 11% | | | 80% | |
| Brian K. Miller | | | 10% | | | 13% | | | 77% | |
| Jeffrey D. Puckett | | | 13% | | | 12% | | | 75% | |
| | | | | | |||
| 50 | | | | | 2022 Proxy Statement | |
| | | | ||
| | | 2022 Proxy Statement 51 | |
| 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% | |
| | | | | | |||
| 52 | | | | | 2022 Proxy Statement | |
| Equity Type | | | Grant Frequency | | | Vesting | | | Purpose | |
| Performance - based restricted stock units | | | Annual | | | Three - year cliff, only if performance metric achieved | | | Performance - Average three-year revenue growth | |
| Options | | | Annual | | | Vesting over three years | | | Performance - Growth in stock price/stockholder value | |
| Options | | | With employment agreement* | | | Vesting over five years | | | Retention of Named Executive Officers | |
| Restricted stock units | | | With employment agreement* | | | Vesting over five years | | | Retention of Named Executive Officers | |
* | The last equity grant associated with NEO employment agreements was provided in 2018. We do not plan to issue an equity grant to our Named Executive Officers with any future employment agreements. |
| | | | ||
| | | 2022 Proxy Statement 53 | |
| | | | | | |||
| 54 | | | | | 2022 Proxy Statement | |
| | | | ||
| | | 2022 Proxy Statement 55 | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(4) | | | Total ($) | |
| John S. Marr, Jr. Executive Chair of the Board | | | 2021 | | | $300,000 | | | $— | | | $— | | | $848,886 | | | $— | | | $— | | | $8,302 | | | $1,157,188 | |
| 2020 | | | $300,000 | | | $— | | | $— | | | $740,171 | | | $— | | | $— | | | $8,389 | | | $1,048,560 | | |||
| 2019 | | | $309,000 | | | $— | | | $1,547,100 | | | $1,025,611 | | | $262,650 | | | $— | | | $8,590 | | | $3,152,951 | | |||
| H. Lynn Moore, Jr. President and Chief Executive Officer | | | 2021 | | | $525,000 | | | $— | | | $3,015,250 | | | $2,037,325 | | | $— | | | $— | | | $12,430 | | | $5,590,005 | |
| 2020 | | | $525,000 | | | $— | | | $1,934,153 | | | $2,220,515 | | | $— | | | $— | | | $12,514 | | | $4,692,182 | | |||
| 2019 | | | $515,000 | | | $— | | | $1,547,100 | | | $1,678,272 | | | $437,750 | | | $— | | | $13,008 | | | $4,191,130 | | |||
| Brian K. Miller Executive Vice President, Chief Financial Officer and Treasurer | | | 2021 | | | $400,000 | | | $— | | | $2,070,008 | | | $1,358,216 | | | $— | | | $— | | | $12,409 | | | $3,840,633 | |
| 2020 | | | $400,000 | | | $— | | | $1,324,499 | | | $1,480,343 | | | $— | | | $— | | | $12,461 | | | $3,217,303 | | |||
| 2019 | | | $394,490 | | | $— | | | $1,031,400 | | | $1,118,848 | | | $335,317 | | | $— | | | $12,920 | | | $2,892,975 | | |||
| Jeffrey D. Puckett Chief Operating Officer (5) | | | 2021 | | | $300,000 | | | $— | | | $1,391,068 | | | $531,969 | | | $— | | | $— | | | $6,497 | | | $2,229,534 | |
(1) | The reported amounts represent the aggregate grant date fair value of awards of restricted stock units and performance-based restricted stock units, computed in accordance with FASB ASC Topic 718, and, for performance-based restricted stock units, assume performance at the target level for each such award. |
(2) | Represents aggregate grant date fair value of awards granted and calculated in accordance with FASB ASC Topic 718. Such grants provide our executive officers the opportunity to purchase shares of Tyler common stock at some future date at the fair market value of the stock on the date of grant. For additional information on the valuation assumptions, refer to note 9 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, 2021, as filed with the SEC. This fair value does not represent cash received by the executive in the relevant year, but potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders. |
(3) | These amounts consist of amounts earned under Tyler’s incentive compensation plan for each respective year and generally paid in the following year. |
(4) | All other compensation includes amounts contributed or accrued by Tyler under our 401(k) Savings Plan and tickets to sporting events. |
(5) | Mr. Puckett was added as a Named Executive Officer on May 11, 2021. |
| | | | | | |||
| 56 | | | | | 2022 Proxy Statement | |
| | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Option Awards: Number of Securities Underlying Options (#)(3) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | |||||||||||
| Name | | | Grant Date | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||
| John S. Marr, Jr. | | | 6/1/2021 | | | | | | | | | | | | | 3,750 | | | $ 402.00 | | | $369,596 | | |||||
| 12/1/2021 | | | | | | | | | | | | | 3,750 | | | $ 501.87 | | | $479,290 | | ||||||||
| H. Lynn Moore, Jr. | | | 3/1/2021 | | | | | | | 440 | | | 1,100 | | | 1,925 | | | | | | | | |||||
| 3/1/2021 | | | | | | | 2,500 | | | 5,000 | | | 7,500 | | | | | | | | ||||||||
| 6/1/2021 | | | | | | | | | | | | | 9,000 | | | $ 402.00 | | | $887,030 | | ||||||||
| 12/1/2021 | | | | | | | | | | | | | 9,000 | | | $ 501.87 | | | $ 1,150,295 | | ||||||||
| Brian K. Miller | | | 3/1/2021 | | | | | | | 335 | | | 838 | | | 1,467 | | | | | | | | |||||
| 3/1/2021 | | | | | | | 1,667 | | | 3,333 | | | 5,000 | | | | | | | | ||||||||
| 6/1/2021 | | | | | | | | | | | | | 6,000 | | | $ 402.00 | | | $591,353 | | ||||||||
| 12/1/2021 | | | | | | | | | | | | | 6,000 | | | $ 501.87 | | | $766,863 | | ||||||||
| Jeffrey D. Puckett | | | 3/1/2021 | | | | | | | 188 | | | 471 | | | 824 | | | | | | | | |||||
| 3/1/2021 | | | | | | | 1,175 | | | 2,350 | | | 2,820 | | | | | | | | ||||||||
| 6/1/2021 | | | | | | | | | | | | | 2,350 | | | $ 402.00 | | | $231,614 | | ||||||||
| 12/1/2021 | | | | | | | | | | | | | 2,350 | | | $ 501.87 | | | $300,355 | | ||||||||
| | | | | | | | | | | | | | | | | | | |
(1) | The target and maximum plan award amounts reported in these columns are derived from our 2021 Incentive Compensation Plan. The actual payout amounts for 2021 are set forth in the Non-Equity Incentive Plan Compensation column of our Summary Compensation Table. |
(2) | The target and maximum plan performance-based restricted stock unit awards reported in these columns are derived from our 2020 Incentive Compensation Plan. The actual vested amounts for 2021 are set forth in the 2021 Equity Incentive Plan Compensation column of our Summary Compensation Table. |
(3) | The options awarded on June 1, 2021, and December 1, 2021, for Messrs. Marr, Moore, Miller, and Puckett were granted as part of Tyler’s broad-based annual stock option grants. These options will vest ratably over a three-year period beginning on the first anniversary of the grant date for each Named Executive Officer who is at least fifty years of age or older and has a tenure with the Company of at least fifteen years or more. All options have a contractual term of ten years. The option terms are the same for substantially all the options granted to employees on June 1, 2021, and December 1, 2021; certain key employees who are closer to retirement age may, in the discretion of our Chief Executive Officer, receive shorter vesting periods. |
(4) | The aggregate grant date fair value is determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation, and does not represent cash received by the Named Executive Officers in 2021. The grant date fair value represents potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders. |
| | | | ||
| | | 2022 Proxy Statement 57 | |
| | | | | Number of Securities Underlying Unexercised Options (#) | | | Number of Securities Underlying Unexercised Options (#)(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not vested (#) | | | Market Value of Shares or Units of Stock that have not vested(2) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested(3) ($) | | ||
| Name | | | Grant Date | | | Exercisable | | | Unexercisable | | ||||||||||||||||||
| John S. Marr, Jr. | | | 5/9/2018 | | | | | | | | | | | 14,400 | | | $ 7,746,480 | | | | | | ||||||
| | | 3/1/2019 | | | | | | | | | | | | | | | 7,500 | | | $ 4,034,625 | | |||||||
| | | 6/1/2017 | | | 583 | | | — | | | $ 171.44 | | | 6/1/2027 | | | | | | | | | | |||||
| | | 12/1/2017 | | | 25,000 | | | — | | | $ 181.79 | | | 12/1/2027 | | | | | | | | | | |||||
| | | 2/26/2018 | | | 486 | | | 972 | | | $ 205.66 | | | 2/26/2028 | | | | | | | | | | |||||
| | | 2/26/2018 | | | 66,714 | | | 43,828 | | | $ 205.66 | | | 2/26/2028 | | | | | | | | | | |||||
| | | 6/1/2018 | | | 11,250 | | | — | | | $ 231.68 | | | 6/1/2028 | | | | | | | | | | |||||
| | | 12/1/2018 | | | 11,250 | | | — | | | $ 192.76 | | | 12/1/2028 | | | | | | | | | | |||||
| | | 6/1/2019 | | | 4,583 | | | 2,292 | | | $ 213.35 | | | 6/1/2029 | | | | | | | | | | |||||
| | | 12/1/2019 | | | 4,583 | | | 2,292 | | | $ 290.17 | | | 12/1/2029 | | | | | | | | | | |||||
| | | 6/1/2020 | | | 1,250 | | | 2,500 | | | $ 375.85 | | | 6/1/2030 | | | | | | | | | | |||||
| | | 12/1/2020 | | | 1,250 | | | 2,500 | | | $ 432.12 | | | 12/1/2030 | | | | | | | | | | |||||
| | | 6/1/2021 | | | — | | | 3,750 | | | $ 402.00 | | | 6/1/2031 | | | | | | | | | | |||||
| | | 12/1/2021 | | | — | | | 3,750 | | | $ 501.87 | | | 12/1/2031 | | | | | | | | | | |||||
| H. Lynn Moore, Jr. | | | 5/9/2018 | | | | | | | | | | | 14,400 | | | $ 7,746,480 | | | | | | ||||||
| | | 3/1/2019 | | | | | | | | | | | | | | | 7,500 | | | $ 4,034,625 | | |||||||
| | | 3/1/2020 | | | | | | | | | | | | | | | 5,000 | | | $ 2,689,750 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 5,000 | | | $ 2,689,750 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 1,100 | | | $591,745 | | |||||||
| | | 6/1/2017 | | | — | | | 5,000 | | | $ 171.44 | | | 6/1/2027 | | | | | | | | | | |||||
| | | 12/1/2017 | | | 25,000 | | | — | | | $ 181.79 | | | 12/1/2027 | | | | | | | | | | |||||
| | | 2/26/2018 | | | 67,200 | | | 44,800 | | | $ 205.66 | | | 2/26/2028 | | | | | | | | | | |||||
| | | 6/1/2018 | | | 11,250 | | | — | | | $ 231.68 | | | 6/1/2028 | | | | | | | | | | |||||
| | | 12/1/2018 | | | 11,250 | | | — | | | $ 192.76 | | | 12/1/2028 | | | | | | | | | | |||||
| | | 6/1/2019 | | | 7,500 | | | 3,750 | | | $ 213.35 | | | 6/1/2029 | | | | | | | | | | |||||
| | | 12/1/2019 | | | 7,500 | | | 3,750 | | | $ 290.17 | | | 12/1/2029 | | | | | | | | | | |||||
| | | 6/1/2020 | | | 3,750 | | | 7,500 | | | $ 375.85 | | | 6/1/2030 | | | | | | | | | | |||||
| | | 12/1/2020 | | | 3,750 | | | 7,500 | | | $ 432.12 | | | 12/1/2030 | | | | | | | | | | |||||
| | | 6/1/2021 | | | — | | | 9,000 | | | $ 402.00 | | | 6/1/2031 | | | | | | | | | | |||||
| | | 12/1/2021 | | | — | | | 9,000 | | | $ 501.87 | | | 12/1/2031 | | | | | | | | | | |||||
| Brian K. Miller | | | 5/9/2018 | | | | | | | | | | | 4,800 | | | $ 2,582,160 | | | | | | ||||||
| | | 3/1/2019 | | | | | | | | | | | | | | | 5,000 | | | $ 2,689,750 | | |||||||
| | | 3/1/2020 | | | | | | | | | | | | | | | 3,333 | | | $ 1,792,987 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 3,333 | | | $ 1,792,987 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 838 | | | $450,802 | | |||||||
| | | 2/26/2018 | | | — | | | 16,000 | | | $ 205.66 | | | 2/26/2028 | | | | | | | | | | |||||
| | | 6/1/2018 | | | 4,000 | | | — | | | $ 231.68 | | | 6/1/2028 | | | | | | | | | | |||||
| | | 12/1/2018 | | | 7,500 | | | — | | | $ 192.76 | | | 12/1/2028 | | | | | | | | | | |||||
| | | 6/1/2019 | | | 5,000 | | | 2,500 | | | $ 213.35 | | | 6/1/2029 | | | | | | | | | | |||||
| | | 12/1/2019 | | | 5,000 | | | 2,500 | | | $ 290.17 | | | 12/1/2029 | | | | | | | | | | |||||
| | | 6/1/2020 | | | 2,500 | | | 5,000 | | | $ 375.85 | | | 6/1/2030 | | | | | | | | | | |||||
| | | 12/1/2020 | | | 2,500 | | | 5,000 | | | $ 432.12 | | | 12/1/2030 | | | | | | | | | | |||||
| | | 6/1/2021 | | | — | | | 6,000 | | | $ 402.00 | | | 6/1/2031 | | | | | | | | | | |||||
| | | 12/1/2021 | | | — | | | 6,000 | | | $ 501.87 | | | 12/1/2031 | | | | | | | | | |
| | | | | | |||
| 58 | | | | | 2022 Proxy Statement | |
| | | | | Number of Securities Underlying Unexercised Options (#) | | | Number of Securities Underlying Unexercised Options (#)(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not vested (#) | | | Market Value of Shares or Units of Stock that have not vested(2) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested(3) ($) | | ||
| Name | | | Grant Date | | | Exercisable | | | Unexercisable | | ||||||||||||||||||
| Jeffery D. Puckett | | | 3/1/2019 | | | | | | | | | | | | | | | 1,500 | | | $806,925 | | ||||||
| | | 3/1/2020 | | | | | | | | | | | | | | | 2,000 | | | $ 1,075,900 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 2,350 | | | $ 1,264,183 | | |||||||
| | | 3/1/2021 | | | | | | | | | | | | | | | 471 | | | $253,374 | | |||||||
| | | 6/14/2013 | | | 555 | | | — | | | $68.17 | | | | | | | | | | | | ||||||
| | | 6/14/2013 | | | 1,695 | | | — | | | $68.17 | | | | | | | | | | | | ||||||
| | | 12/13/2013 | | | 43 | | | — | | | $ 100.43 | | | | | | | | | | | | ||||||
| | | 12/13/2013 | | | 2,207 | | | — | | | $ 100.43 | | | | | | | | | | | | ||||||
| | | 6/13/2014 | | | 451 | | | — | | | $81.21 | | | | | | | | | | | | ||||||
| | | 6/13/2014 | | | 1,799 | | | — | | | $81.21 | | | | | | | | | | | | ||||||
| | | 12/15/2014 | | | 450 | | | — | | | $ 108.81 | | | | | | | | | | | | ||||||
| | | 12/15/2014 | | | 1,800 | | | — | | | $ 108.81 | | | | | | | | | | | | ||||||
| | | 6/1/2015 | | | 569 | | | — | | | $ 121.05 | | | | | | | | | | | | ||||||
| | | 6/1/2015 | | | 1,681 | | | — | | | $ 121.05 | | | | | | | | | | | | ||||||
| | | 12/1/2015 | | | 257 | | | — | | | $ 176.80 | | | | | | | | | | | | ||||||
| | | 12/1/2015 | | | 5,993 | | | — | | | $ 176.80 | | | | | | | | | | | | ||||||
| | | 6/1/2016 | | | 645 | | | — | | | $ 154.85 | | | | | | | | | | | | ||||||
| | | 6/1/2016 | | | 7,855 | | | — | | | $ 154.85 | | | | | | | | | | | | ||||||
| | | 12/1/2016 | | | 8,500 | | | — | | | $ 143.42 | | | | | | | | | | | | ||||||
| | | 6/1/2017 | | | 5,000 | | | — | | | $ 171.44 | | | | | | | | | | | | ||||||
| | | 12/1/2017 | | | 5,000 | | | — | | | $ 181.79 | | | | | | | | | | | | ||||||
| | | 6/1/2018 | | | 2,500 | | | — | | | $ 231.68 | | | | | | | | | | | | ||||||
| | | 12/1/2018 | | | 2,500 | | | — | | | $ 192.76 | | | | | | | | | | | | ||||||
| | | 6/1/2019 | | | — | | | 468 | | | $ 213.35 | | | | | | | | | | | | ||||||
| | | 6/1/2019 | | | 1,666 | | | 366 | | | $ 213.35 | | | | | | | | | | | | ||||||
| | | 12/1/2019 | | | 1,666 | | | 834 | | | $ 290.17 | | | | | | | | | | | | ||||||
| | | 6/1/2020 | | | — | | | 266 | | | $ 375.85 | | | | | | | | | | | | ||||||
| | | 6/1/2020 | | | 833 | | | 1,401 | | | $ 375.85 | | | | | | | | | | | | ||||||
| | | 12/1/2020 | | | 833 | | | 1,667 | | | $ 432.12 | | | | | | | | | | | | ||||||
| | | 6/1/2021 | | | — | | | 248 | | | $ 402.00 | | | | | | | | | | | | ||||||
| | | 6/1/2021 | | | — | | | 2,102 | | | $ 402.00 | | | | | | | | | | | | ||||||
| | | 12/1/2021 | | | — | | | 2,350 | | | $ 501.87 | | | | | | | | | | | |
(1) | Stock options expire on the tenth anniversary of the date of grant. Stock options granted in 2011 and 2012 vest and become exercisable ratably on the third, fourth, fifth, and sixth anniversaries of the date of grant. All other stock options vest ratably over a five-year period beginning on the first anniversary of the grant date. Beginning in 2016, stock options granted to persons who are at least fifty years of age and have a tenure with the Company of at least 15 years vest ratably over a three-year period beginning on the first anniversary of the grant date, and stock options granted to others vest over a five-year period beginning on the first anniversary of the grant date. Stock options granted on February 26, 2018, vest and become exercisable ratably on the first, second, third, fourth, and fifth anniversaries of the date of grant date. |
(2) | Value based on $537.95, which was the closings market price of our common stock on December 31, 2021. The restricted stock units vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of the employment agreement. Vesting of restricted stock awards is subject to continued status as an eligible person (as defined in the 2018 Stock Incentive Plan). |
(3) | Value based on $537.95, which was the closings market price of our common stock on December 31, 2021. The performance-based restricted stock units cliff vest at the end of a three-year performance period. The performance measure used to determine the number of restricted stock units vested at the end of the three-year performance period is average three-year revenue growth over that period adjusted to exclude material acquisitions completed during the performance period. |
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| | | 2022 Proxy Statement 59 | |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | |
| John S. Marr, Jr. | | | 119,417 | | | $42,803,309 | | | 14,700 | | | $6,797,082 | |
| H. Lynn Moore, Jr. | | | 70,250 | | | $24,020,301 | | | 15,493 | | | $7,164,574 | |
| Brian K. Miller | | | 27,500 | | | $8,141,323 | | | 8,004 | | | $3,704,150 | |
| Jeffrey D. Puckett | | | 3,000 | | | $1,478,668 | | | 1,805 | | | $836,473 | |
| | | Termination Without Cause | | | Upon a Change in Control | | |||||||||||||||||||
| Name | | | Lump Sum Severance and Non- Compete Payment | | | Continuation of Health Care Benefit | | | Accelerated Vesting of Stock Options | | | Accelerated Vesting of Restricted Stock Units | | | Lump Sum Severance and Non- Compete Payment | | | Continuation of Health Care Benefit | | | Accelerated Vesting of Stock Options | | | Accelerated Vesting of Restricted Stock Units | |
| John S. Marr, Jr. | | | $600,000 | | | $ 17,071 | | | $3,096,503 | | | $1,978,659 | | | $600,000 | | | $ 17,071 | | | $3,096,503 | | | $1,978,659 | |
| H. Lynn Moore, Jr. | | | $1,050,000 | | | $ 17,071 | | | $5,243,560 | | | $4,308,230 | | | $1,050,000 | | | $ 17,071 | | | $5,243,560 | | | $4,308,230 | |
| Brian K. Miller | | | $800,000 | | | $ 13,075 | | | $2,901,668 | | | $2,240,677 | | | $800,000 | | | $ 13,075 | | | $2,901,668 | | | $2,240,677 | |
| Jeffrey D. Puckett | | | $— | | | $— | | | $817,223 | | | $1,069,270 | | | $— | | | $— | | | $ — | | | $ — | |
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| 60 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement 61 | |
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| 62 | | | | | 2022 Proxy Statement | |
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| | By Order of the Board of Directors, | | ||
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| | | ABIGAIL DIAZ Chief Legal Officer Corporate Secretary | |
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| | | 2022 Proxy Statement 63 | |
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| | | 2022 Proxy Statement A-1 | |
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| | | 2022 Proxy Statement B-1 | |
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| B-2 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-3 | |
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| B-4 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-5 | |
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| B-6 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-7 | |
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| B-8 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-9 | |
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| B-10 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-11 | |
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| B-12 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-13 | |
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| B-14 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-15 | |
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| B-16 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-17 | |
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| B-18 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-19 | |
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| B-20 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-21 | |
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| B-22 | | | | | 2022 Proxy Statement | |
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| | | 2022 Proxy Statement B-23 | |
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| B-24 | | | | | 2022 Proxy Statement | |