DEF 14A of Tyler Technologies Inc, Mar 27, 2025

DEF 14A of Tyler Technologies Inc

Filed Mar 27, 2025 · FY20240000860731-25-000015

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table summarizes certain attributes of each director nominee. Each item, including the age and tenure calculations, is current as of the 2025 Annual Meeting.

  2. Director Nominees

    | | | | | Race/Ethnicity | | | | | | Director Since | Age (Years) | Gender (Male/Female) | African American/Black | Caucasian/White | Independent Director (1) | 2024 Committee Assignment(s) | | Glenn A. Carter | 2014 | 69 | M | | l | l | NGC (C) Comp Audit | | Margot L. Carter | 2024 | 57 | F | | l | l | NGC | | Brenda A. Cline | 2014 | 64 | F | | l | l | Audit (C) NGC | | Ronnie D. Hawkins, Jr. | 2021 | 69 | M | l | | l | Comp | | John S. Marr, Jr. | 2002 | 65 | M | | l | | Exec (C) | | H. Lynn Moore, Jr. | 2017 | 57 | M | | l | | Exec | | Daniel M. Pope | 2016 | 62 | M | | l | l | Comp (C) Audit | | Andrew D. Teed | 2024 | 53 | M | | l | l | N/A |

  3. Director Nominees

    1.For more information regarding board independence matters, see “Board and Committee Independence.” NGC = Nominating and Governance Committee, Audit = Audit Committee, Comp = Compensation Committee Exec = Executive Committee, (C) = Chair Each nominee has indicated that they are able and willing to serve as a director. If any nominee becomes unable to serve prior to the meeting, the persons named in the enclosed proxy will vote the shares covered by your executed proxy for a substitute nominee as selected by the Board of Directors.

  4. Criteria for Selecting Director Nominees

    Criteria for Selecting Director Nominees Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees, which includes the following qualifications: •Sound personal and professional integrity •An inquiring and independent mind •Practical wisdom and mature judgment •Broad training and experience at the policy-making level of business, finance and accounting, government, education, or technology •Expertise that is useful to Tyler and complementary to the background and experience of other Board members, so that an optimal balance of Board members can be achieved and maintained •Willingness to devote the required time to carrying out the duties and responsibilities of Board membership •Commitment to serve on the Board for several years to develop knowledge about our business •Willingness to represent the best interests of all shareholders and objectively appraise management performance •Involvement only in activities or interests that do not conflict with the director’s responsibilities to Tyler or our shareholders

  5. Criteria for Selecting Director Nominees

    | 6 | 2025 Proxy Statement | |

  6. Criteria for Selecting Director Nominees

    | Table of Contents | Proposals For Consideration |

  7. Criteria for Selecting Director Nominees

    In identifying nominees for director and reflecting on the composition of the Board, the Board of Directors focuses on ensuring that it reflects a mix of experiences and backgrounds that will complement our business and enhance the function of the Board. The Board does not follow any ratio or formula to determine the appropriate mix; rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of board service. Following the 2025 annual meeting, our Board of Directors will be composed of eight individuals, including two employee directors. We believe the mix of experience from our outside directors coupled with the specific industry experience of our employee directors provides an appropriate range of experiences to effectively manage our business. In addition, each outside director has extensive public sector, chief executive officer, and/or or other executive leadership position experience with businesses of varying size in various industries, and/or with government service. A substantial majority of our directors have valuable experience in building and sustaining a successful business enterprise. The Nominating and Governance Committee believes that the above-mentioned attributes and business experience, coupled with the varied backgrounds summarized above, provide us with the perspectives, insights and judgment necessary to guide our Company’s strategies, monitor their execution, and perform effective oversight. For additional discussion, please see the section on “Board Diversity,” below.

  8. Shareholder-Recommended Director Candidates

    Shareholder-Recommended Director Candidates Our Nominating and Governance Committee considers director candidates nominated to the Board of Directors by a shareholder entitled to vote for the election of directors at an annual meeting of shareholders. A nominating shareholder must comply with the notice procedures set forth in Article III, Section 4 of the Company’s bylaws. The Nominating and Governance Committee may require any proposed nominee to provide additional information reasonably required to determine the eligibility of the proposed nominee to serve as director. The Company’s Corporate Secretary must receive any shareholder nomination not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. In the case of an annual meeting which is held more than 30 days before or 70 days after such anniversary date, or if no annual meeting was held in the preceding year, then in order for the notice by the shareholder to be considered timely, it must be received no earlier than 120 days prior to the annual meeting and no later than 90 days before the annual meeting or the close of business on the 10th day following the first public announcement of the annual meeting, whichever is later.

  9. Shareholder-Recommended Director Candidates

    | | 2025 Proxy Statement | 7 |

  10. Shareholder-Recommended Director Candidates

    | Proposals For Consideration | Table of Contents |

  11. Director Nominee Qualifications

    Director Nominee Qualifications The Board and the Nominating and Governance Committee look for directors who have qualifications that are relevant to Tyler, that support our various strategic initiatives, and that serve the interests of our shareholders. The table below summarizes why the qualifications we have highlighted are of particular importance to Tyler, and how the composition of a Board comprised of our director nominees meets those areas of importance.

  12. Director Nominee Qualifications

    | Qualification | Relevance to Tyler | Board Composition | | Accounting/Auditing | We operate in a complex financial environment with disclosure requirements, internal controls, and detailed business processes. | 4 | | 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. | 8 | | 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. | 8 | | 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. | 8 | | 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. | 7 | | 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. | 4 | | 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. | 2 | | Risk Management | We must develop, maintain, and continuously improve policies and procedures that effectively manage compliance and risk. | 8 |

  13. Director Nominee Qualifications

    | 8 | 2025 Proxy Statement | |

  14. Director Nominee Qualifications

    | Table of Contents | Proposals For Consideration |

  15. Director Nominee Qualifications

    This table corresponds each qualification and experience summarized above with our director nominees.

  16. Director Nominee Qualifications

    | Name | 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 | | Glenn A. Carter | | l | l | l | l | l | l | | | | l | | Margot L. Carter | l | l | l | l | l | l | l | l | l | | l | | Brenda A. Cline | l | l | l | l | l | l | | l | | | l | | Ronnie D. Hawkins, Jr. | | l | l | l | l | l | l | | | l | l | | John S. Marr, Jr. | | l | l | l | l | l | l | | l | | l | | H. Lynn Moore, Jr. | | l | l | l | l | l | l | | l | | l | | Daniel M. Pope | l | l | l | l | l | l | l | | | l | l | | Andrew D. Teed | l | l | l | l | l | l | l | | l | | l |

  17. Board Diversity

    Board Diversity As reflected above, we value the contributions that a diversity of perspectives brings to high-functioning Board. We consider a range of experiences, skills, viewpoints, and backgrounds to create a healthy and robust exchange of information and considerations. We believe that diversity is a big tent, including but not limited to the diversity of gender, race, age, Board tenure, geography and/or areas of expertise. In addition to the director qualifications discussed, our well-rounded Board includes approximately one-third of director nominees who are diverse in terms of race or gender, and our director nominees range from 53 to 69 years of age and one to 23 years of Board tenure. The current director nominees reflect the backgrounds, experiences, and skill sets we value, while also refreshing the Board with newer and younger directors who we expect to bring fresh perspectives to the Board. The Board has not taken, and does not expect to take, a metrics-based approach to identifying director nominees. Instead, we are guided by the principles set forth in the Company’s Corporate Governance Guidelines and Board charters, the Company’s values, and our respect for the views of our shareholders.

  18. Board Diversity

    | | 2025 Proxy Statement | 9 |

  19. Board Diversity

    | Proposals For Consideration | Table of Contents |

  20. Board Diversity

    Because we continue to value a tightly integrated, high-functioning Board, the Nominating and Governance Committee did not recommend increasing the number of directors to more than eight.

  21. Board Tenure

    Board Tenure As discussed, we believe that directors with varied tenures contribute to a range of perspectives, ensure knowledge transfer, and refresh the dynamics of the Board. As of the 2025 Annual Meeting, our longest-serving director, Mr. Marr, has 23 years of service. The shortest service years are held by Ms. Carter and Mr. Teed, who are completing their first year of service on the Board. Together, the current director nominees reflect an average tenure of 8.50 years of service on the Board.

  22. Director Nominees and Executive Officers

    Director Nominees and Executive Officers Below is a brief description of our director nominees and named executive officers. Each director holds office until our next annual meeting or until their successor is elected and qualified. Named executive officers are elected annually by the Board of Directors and hold office until the next annual Board meeting or until their successors are elected and qualified.

  23. Director Nominees and Executive Officers

    | John S. Marr, Jr. Executive Chair of the Board Age: 65 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 then-President 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 Tyler’s President and Chief Executive Officer. From July 2003 until July 2004, Mr. Marr served as Tyler’s 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 |

  24. Director Nominees and Executive Officers

    | 10 | 2025 Proxy Statement | |

  25. Director Nominees and Executive Officers

    | Table of Contents | Proposals For Consideration |

  26. Director Nominees and Executive Officers

    | Glenn A. Carter Director Age: 69 Director since: 2014 | Mr. Carter has served as a director since 2014. In 2024, Mr. Carter also served as Lead Independent Director, Chair of the Nominating and Governance Committee, and a member of the Compensation Committee and the Audit Committee. In 1999, Mr. Carter founded DataProse, Inc., a provider of billing services to the public sector (primarily cities, counties, local governments, 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 National Association of Corporate Directors (NACD) 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. Mr. Carter has also received the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. | | | 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™ and CERT Certificate in Cybersecurity Oversight |

  27. Director Nominees and Executive Officers

    | | 2025 Proxy Statement | 11 |

  28. Director Nominees and Executive Officers

    | Proposals For Consideration | Table of Contents |

  29. Director Nominees and Executive Officers

    | Margot L. Carter Director Age: 57 Director since: 2024 Other Current Reporting Company Directorships: Installed Building Products, Inc. and Eagle Materials, Inc. | Ms. Carter (no relation to Glenn A. Carter) has served as a director since 2024. In 2024, Ms. Carter also served as a member of the Nominating and Governance Committee. She currently serves as president of Living Mountain Capital, a business advisory consulting firm she founded in 1998. She advises and invests in companies, including Cien.ai, a cloud-based digital AI sales intelligence business she co-founded in 2016. Ms. Carter currently serves as the lead independent director, governance and nominating committee chair, and member of the audit committee of Installed Building Products, Inc. (NYSE: IBP). She also serves as a member of the compensation committee of Eagle Materials, Inc. (NYSE: EXP), and previously served on their audit committee. From 2017 to 2021, Ms. Carter was on the board of Interior Logic Group Holdings, Inc. (ILG), where she advised and led the innovation efforts and M&A strategy through its IPO filing and subsequent sale to Blackstone. From 2016 to October 2022, Ms. Carter served as chair of the risk and compensation committees and as a member of the audit committee for Freeman Company, whose hotel division was also sold to Blackstone during her tenure. From 2010-2015, Ms. Carter was the Executive Vice President, Global Chief Legal Officer and corporate secretary at RealPage, Inc., a leading global software and data analytics company serving the real estate industry. Ms. Carter began her career at the law firm Morgan Lewis, representing banks, private equity and Fortune 500 companies, specializing in finance, governance, securities, IPOs and M&A. | | | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •Domain expertise in cloud/SaaS technology, digital AI, payment solutions and operations •Deep background in finance, business combinations, and corporate governance •Experience on public company boards and NACD Directorship Certified |

  30. Director Nominees and Executive Officers

    | 12 | 2025 Proxy Statement | |

  31. Director Nominees and Executive Officers

    | Table of Contents | Proposals For Consideration |

  32. Director Nominees and Executive Officers

    | Brenda A. Cline Director Age: 64 Director since: 2014 Other Current Reporting Company Directorships: Range Resources Corporation | Ms. Cline has served as a director since 2014. In 2024, Ms. Cline also served as Chair of the Audit Committee and as 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 has responsibilities relating to its investment portfolio of approximately $400 million; manages all treasury functions; and oversees all foundation and museum business operations, including budgeting, cash management, employee benefit plans, insurance, debt service and compliance, financial reporting, and contractual and legal matters. Ms. Cline also served as an Independent Trustee of American Beacon Funds from 2004 to 2024, having served as the Chair of the Board of Trustees, the Chair of the Audit and Compliance Committee and as the Co-Chair of the Investment Committee. In 2015, Ms. Cline was elected to the Board of Directors of Range Resources Corporation (NYSE: RRC), and currently serves as Chair of the Audit Committee. From 2017 through 2021, Ms. Cline was on the Board of Directors of Cushing Closed-End Funds (NYSE: SRV, SZC), and Cushing Mutual Fund Trust, and 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”) in Fort Worth, Texas, writing and editing published financial accounting and reporting books. Prior to 1993, Ms. Cline was a senior manager with Ernst & Young. Since 1998, Ms. Cline has also served as a Trustee of Texas Christian University (“TCU”) in Fort Worth, Texas. Ms. Cline’s service for TCU includes serving as the former chair of the Investment Committee, former chair of the Fiscal Affairs Committee, former member of the Executive, Student Relations and Academic Affairs Committees. 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 |

  33. Director Nominees and Executive Officers

    | | 2025 Proxy Statement | 13 |

  34. Director Nominees and Executive Officers

    | Proposals For Consideration | Table of Contents |

  35. Director Nominees and Executive Officers

    | Ronnie D. Hawkins, Jr. Lt. General, USAF (Ret) Director Age: 69 Director since: 2021 | Mr. Hawkins has served as a director since 2021. In 2024, Mr. Hawkins served as a member of the Compensation Committee. Mr. Hawkins is currently the president of Angelo State University, part of the Texas Tech University System, in San Angelo, Texas. Mr. Hawkins possesses approximately 40 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. He is also the President of EZRA Vision Ministries and the Dunbar Preservation Library of San Angelo, as well as a voting board member of the San Angelo Area Foundation. | | | 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 |

  36. Director Nominees and Executive Officers

    | 14 | 2025 Proxy Statement | |

  37. Director Nominees and Executive Officers

    | Table of Contents | Proposals For Consideration |

  38. Director Nominees and Executive Officers

    | H. Lynn Moore, Jr. President and Chief Executive Officer and Director Age: 57 Director since: 2017 | Mr. Moore has served as a director since 2017. Mr. Moore also serves as a member of the Executive Committee. Mr. Moore has served as President of Tyler since January 2017 and in May 2018 was also named Chief Executive Officer. 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 25 years of relevant corporate and industry experience |

  39. Director Nominees and Executive Officers

    | Daniel M. Pope Director Age: 62 Director since: 2016 | Mr. Pope has served as a director since 2016. In 2024, Mr. Pope also served as Chair of the Compensation Committee and as a member of the Audit Committee. Mr. Pope is Executive Chair of Victory Bank, which is based in West Texas and delivers financial solutions to businesses at every stage using cutting-edge technology. He previously served as the three-term Mayor of the city of Lubbock, Texas from May 2016 to May 2022. 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. 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 |

  40. Director Nominees and Executive Officers

    | | 2025 Proxy Statement | 15 |

  41. Director Nominees and Executive Officers

    | Proposals For Consideration | Table of Contents |

  42. Director Nominees and Executive Officers

    | Andrew D. Teed Director Age: 53 Director since: 2024 | Mr. Teed has served as a director since 2024. He currently serves as the Chief Executive Officer of ECO Parking Technologies, an integrated lighting and parking guidance company with cloud-based reporting functionality. Mr. Teed has also served on the boards of two early-stage businesses in the Indianapolis area. Prior to serving in these roles, Mr. Teed spent nearly 20 years at Tyler, first as a senior finance manager for one of Tyler’s divisions and then in various senior leadership capacities. During his final five years at Tyler, from 2015-2020, he served as President of what was then known as the Enterprise Group at the Company, with responsibility over three Tyler divisions. After his retirement in February 2020, he served in a part-time capacity as a consultant to the Company until August 2021. Mr. Teed began his career at Arthur Andersen, where he worked for six years, and then he served as controller for Optcom Manufacturing in Silicon Valley for two years. Mr. Teed is a certified public accountant (inactive status). | | | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •Specific understanding of and leadership in public sector market and cloud technologies •Entrepreneurial vision with strong operational mentality •Current member of the American Institute of Certified Public Accountants and Certified Public Accountant (inactive) |

  43. Director Nominees and Executive Officers

    | Brian K. Miller Executive Vice President and Chief Financial Officer Age: 66 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: •Almost 40 years of public company senior financial management experience •Audit experience with a large public accounting firm •Certified Public Accountant |

  44. Director Nominees and Executive Officers

    | 16 | 2025 Proxy Statement | |

  45. Director Nominees and Executive Officers

    | Table of Contents | Proposals For Consideration |

  46. Director Nominees and Executive Officers

    | Jeffrey D. Puckett Chief Operating Officer Age: 58 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. He has played a pivotal role in deepening Tyler’s partnership with Amazon Web Services, setting Tyler’s 2030 vision, and delivering on “One Tyler” initiatives. From 2019 until February 2021, Mr. Puckett served as Chief Strategy Officer, where he led cross-disciplinary efforts and evaluations of acquisition opportunities. 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. Before joining Tyler, Mr. Puckett worked in public safety for the public sector. | | | KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •More than 30 years of direct industry experience •Executive responsibility for the Company’s transformative technologies and related disciplines •Various senior management roles in multiple disciplines |

  47. Director Nominees and Executive Officers

    | VOTE | | Our Board of Directors unanimously recommends that the shareholders vote FOR each of the nominees for director. |

  48. Director Nominees and Executive Officers

    | | 2025 Proxy Statement | 17 |

  49. Director Nominees and Executive Officers

    | Proposals For Consideration | Table of Contents |

  50. Non-Employee Director Compensation

    Non-Employee Director Compensation Components of Non-Employee Director Compensation. In 2022, the Board approved the following compensation components for non-employee directors: •An annual cash retainer of $85,000 for the Lead Independent Director and $60,000 for each of the other non-employee directors •An annual cash retainer of $30,000 for the chair of the Audit Committee and $15,000 for each non-chair member of the Audit Committee •An annual cash retainer of $25,000 for the chair of the Compensation Committee and $12,500 for each non-chair member of the Compensation Committee •An annual cash retainer of $20,000 for the chair of the Nominating and Governance Committee and $10,000 for each non-chair member of the Nominating and Governance Committee •Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities All annual fees are paid on a quarterly basis. Each non-employee director also receives an annual equity grant of restricted stock units valued at $250,000, subject to a one-year vesting period. Non-employee directors are subject to the Company’s Stock Ownership Guidelines, which were updated in May 2022. Each non-employee director is required to own or hold Company stock at a market value equal to five times the applicable annual cash retainer. There is a three-year compliance window under the Guidelines. All of our non-employee directors currently meet the stock ownership guidelines or are making acceptable progress to that threshold.

  51. Non-Employee Director Compensation

    | | 2025 Proxy Statement | 35 |

  52. Non-Employee Director Compensation

    | Operations of the Board | Table of Contents |

  53. Non-Employee Director Compensation

    2024 Director Compensation. The following table sets forth a summary of the compensation paid to our current non-employee directors in 2024:

  54. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($)(2) | | Glenn A. Carter | 117,500 | 249,593 | 367,093 | | Margot L. Carter | 52,500 | 249,593 | 302,093 | | Brenda A. Cline | 100,000 | 249,593 | 349,593 | | Ronnie D. Hawkins | 72,500 | 249,593 | 322,093 | | Andrew D. Teed | 45,000 | 249,593 | 294,593 | | Daniel M. Pope | 100,000 | 249,593 | 349,593 |

  55. Non-Employee Director Compensation

    1.On May 9, 2024, we granted each of our non-employee directors 518 restricted stock units with a grant date fair value of $249,593, computed in accordance with FASB ASC Topic 718. These restricted stock units vest and will be settled in shares on the first anniversary of the grant date. No options to purchase shares of our common stock were granted to our non-employee directors in 2024. 2.The following table shows the aggregate shares underlying outstanding common stock options and restricted stock units, based upon grants made as director compensation, held by non-employee directors as of December 31, 2024.

  56. Non-Employee Director Compensation

    | Name | Number of Stock Options (#) | Number of Stock Awards (#) | | Glenn A. Carter | 10,000 | 518 | | Margot L. Carter | — | 518 | | Brenda A. Cline | 5,000 | 518 | | Ronnie D. Hawkins | — | 518 | | Andrew D. Teed | — | 518 | | Daniel M. Pope | — | 518 |

  57. 2024 Executive Compensation Summary

    2024 Executive Compensation Summary For 2024, the Compensation Committee continued to balance each element of our executive compensation program. These elements are designed to motivate our NEOs to achieve financial and operational objectives that drive long-term growth for our shareholders. As such, in 2024 the Compensation Committee, for each element, took the following approach: •Annual Salary: ◦Maintained existing salaries for Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett. •Short-term Incentive: ◦Maintained existing short-term incentive target levels of Mr. Moore, Mr. Miller, and Mr. Puckett for 2024. As Executive Chair, Mr. Marr does not receive a short-term incentive. ◦Based on results achieved in 2024 Non-GAAP Earnings Per Share, determined that 150% of target incentive was earned, and issued Mr. Moore, Mr. Miller, and Mr. Puckett 1,664; 1,047; and 801 short-term PSUs, respectively.

  58. 2024 Executive Compensation Summary

    •Long-term Incentive: ◦Increased Mr. Puckett’s long-term incentive target by 9.3% and maintained existing long-term incentive targets for Mr. Marr, Mr. Moore, and Mr. Miller in 2024. ◦Granted Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett 2,040; 14,742; 6,804; and 4,762 long-term PSUs and 0; 2,268; 1,134; and 567 RSUs, respectively. The Compensation Committee maintained the target value of long-term incentives to the NEOs from 2023 to 2024 (the number of units granted is lower due to the increased value per share at the time of grant). The long-term PSUs granted in 2024 vest in 2027 based on achievement of three-year performance goals. The long-term RSUs granted in 2024 vest one-third each year over three years from grant date. As noted above, Mr. Marr did not receive an RSU grant in 2024. ◦Based on goals established for the PSUs granted in 2022 and tied to the achievement of 3-year cumulative recurring revenue growth, determined that target was achieved and approved vesting of 6,500; 3,750; and 2,500 long-term PSUs for Mr. Moore, Mr. Miller and Mr. Puckett, respectively. Mr. Marr did not receive a 2022 long-term incentive PSU grant. The table below summarizes the compensation actions approved by the Compensation Committee for each of the NEOs in 2024:

  59. 2024 Executive Compensation Summary

    | | 2024 Annual Salary Change (%) | 2024 Short-term Stock Incentive (PSUs) | | 2024 Long-term Stock Incentive | | | Name | | Change to Target (%) | Shares Earned(1) | PSUs Granted(2) | RSUs Granted(3) | | John S. Marr, Jr. | — | n/a | n/a | 2,040 | — | | H. Lynn Moore, Jr. | — | — | 1,664 | 14,742 | 2,268 | | Brian K. Miller | — | — | 1,047 | 6,804 | 1,134 | | Jeffrey D. Puckett | — | — | 801 | 4,762 | 567 |

  60. 2024 Executive Compensation Summary

    (1) Represents 150% of the target amounts based on achievement of short-term incentive performance goals in 2024 (2) PSUs granted will vest in 2027 based on achievement of three-year performance goals (3) RSUs granted vest one-third each year over three years from grant date The total target direct compensation awarded to our Named Executive Officers in 2024 was allocated as follows:

  61. Elements of Executive Compensation

    | | Element | Form of Compensation | Purpose | 2024 Metric | | Service-Based Compensation Generally 20% of Total Target Compensation | Annual Salary | Cash | Provides competitive, fixed compensation to attract and retain executive talent with the specific skills and experience to drive continued growth | Fixed component of compensation; changes, when made, are driven by individual performance, peer and market comparisons and retention needs | | | Annual Stock Grant | Restricted stock units (RSUs) | Supports retention and provides competitive annual compensation level to attract and retain executive talent | Used as needed to maintain a level of service-based compensation at or around 20% | | Performance-Based Compensation Generally 80% of Total Target Compensation | 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 incentive compensation | Performance- based restricted stock units (PSUs) | Create a strong financial incentive for responsible shareholder value creation with significant Company equity stake linked to long-term, future Company performance | Most significant element of executive compensation; based on two metrics: •Achievement of 3-year Cumulative Recurring Revenue Growth (50% of PSUs) •Achievement of 3-year (2026) Operating Margin (50% of PSUs) |

  62. Peer Group

    Peer Group In order to provide the Compensation Committee with more detailed and specific information about executive compensation levels and practices, we utilize a peer group (the “Peer Group”) each year to assist in determining appropriate compensation levels for the Named Executive Officers. The Peer Group used for competitive analysis consists of publicly traded companies of similar size to Tyler, most of which are in the enterprise software space. The 13 companies in the Peer Group used to assist in setting 2024 compensation were:

  63. Peer Group

    | ACI Worldwide, Inc. | HubSpot, Inc. | Splunk | | ANSYS, Inc. | Jack Henry & Associates, Inc. | Veeva Systems Inc. | | Blackbaud, Inc. | Pegasystems Inc. | Ziff Davis, Inc. | | Envestnet, Inc. | PTC Inc. | | | Fair Isaac Corporation | RingCentral, Inc. | |

  64. Peer Group

    We review the Peer Group annually to ensure that the companies in the Peer Group remain relevant and provide meaningful compensation comparisons. In February 2024, the Compensation Committee reviewed the final Peer Group relative to Tyler considering multiple factors, including the following four key metrics: revenue; market capitalization; and one-year and three-year total shareholder return. The Compensation Committee determined the Peer Group was appropriate as proposed for 2024 executive compensation comparison purposes.

  65. Peer Group

    | | 2025 Proxy Statement | 51 |

  66. Peer Group

    | Process for Setting Executive Compensation | Table of Contents |

  67. Peer Group

    The graphs below show a comparison of Tyler to the peer group for those key metrics: (1) Based on most recent fiscal year ending December 31, 2023 (2) As of December 31, 2023 (3) Based on the three years ending December 31, 2023 In addition to Peer Group data and data from those peers identified by ISS and Glass Lewis, the Compensation Committee reviews compensation data for each of the Named Executive Officer’s roles from the Radford Global Technology Survey (the “Radford Survey”), which the Compensation Committee has reviewed each year since 2010. Over 2,000 technology and life science companies use the Radford Survey to benchmark their compensation practices for all levels within their organizations. This data is provided to the Compensation Committee by the Chief Human Resources Officer. The Compensation Committee uses Peer Group and survey data as a reasonableness check. This flexibility is important in designing compensation arrangements which attract and retain new executives in the highly competitive and rapidly changing environment in which we compete for growth and talent.

  68. Peer Group

    | 52 | 2025 Proxy Statement | |

  69. Peer Group

    Analysis of Named Executive Officer Compensation

  70. 2024 Named Executive Compensation Structure and Process

    2024 Named Executive Compensation Structure and Process The Committee’s goal was to ensure that 2024 Named Executive Officer compensation rewards appropriately for the achievement of operational and long-term growth goals and aligns with governance best practices. The Committee conducted this work with the expectation that its decisions regarding 2024 NEO compensation would reflect our overall approach to NEO compensation. In setting the mix between the different elements of compensation, we do not target specific allocations, but generally weigh incentive compensation elements more heavily. Our objectives in granting equity incentive awards are to: ◦Maintain an overall number and value of equity incentive awards that is reasonable in terms of shareholder dilution; ◦Focus equity incentive awards on key employees who have a direct impact on our ability to achieve our long-term goals; ◦Provide the largest equity incentive grants to our top performers and individuals with the greatest responsibilities and potential to drive long-term share price appreciation; and ◦Utilize a mix of restricted stock units and performance-based restricted stock units to align recipients with the long-term interests of our shareholders, without promoting excessive risk taking. For more information, see “Compensation Discussion and Analysis — 2024 Named Executive Officer Compensation Structure and Process — Compensation Mix” below. In February 2024, the Compensation Committee reviewed the final proposed executive compensation program and individual compensation elements for each of the Named Executive Officers, including our Chief Executive Officer, as described below.

  71. Annual Salary

    The review and decision by our Compensation Committee was based on multiple factors including: ◦Company performance in the previous fiscal year and against multi-year goals, including Tyler’s growth in revenue, operating margin, and earnings per share ◦Executive experience, retention, and performance ◦The balance between service-based and performance-based compensation including an evaluation of the impact of annual salary increases on annual incentive compensation and total compensation, and ◦Peer Group and Radford Survey data, which included comparisons for comparable roles in similar-sized companies with annual revenues between $1.2 billion and $2.6 billion. The Compensation Committee does not allow market survey data to dictate total compensation. Market survey data is used as a reasonableness check, and the Committee generally maintains total target compensation at or below Peer Group and Radford Survey benchmarks.

  72. Short-term Incentive Compensation

    Short-term Incentive Compensation The short-term incentive plan is based on our operating plan, driven by our multi-year strategic plan, and developed from the “bottom-up,” considering a wide range of factors that impact our results (such as the general economic environment; our market, competitive landscape, initiatives and investments; and various other risks and opportunities). Performance that meets our internal plan in a given year may not correspond with our executives earning 100% of the target bonus if the internal plan does not meet the goal of overall year-over-year growth. Target Short-term Incentive Opportunities The following table sets forth each NEO’s target short-term incentive opportunity for 2024, as set by the Compensation Committee. Consistent with 2023, the 2024 short-term incentive was provided in the form of PSUs. Short-term incentive targets for our NEOs in 2024 were unchanged from 2023.

  73. Short-term Incentive Compensation

    | Named Executive Officer | Target STI Opportunity as a Percentage of Base Salary | | Mr. Marr | N/A | | Mr. Moore | 100% | | Mr. Miller | 100% | | Mr. Puckett | 100% |

  74. Short-term Incentive Compensation

    2024 Short-term Incentive Plan On February 5, 2024, the Compensation Committee granted PSUs to our NEOs representing their annual short-term incentive as reported in the “Stock Awards” columns of the 2024 Summary Compensation Table and as described below. The 2024 short-term incentive compensation plan was based on the achievement of fully diluted non-GAAP earnings per share goals established in connection with our annual operating plan and consistent with our long-term growth strategy. That plan is structured with graduated benefits for over-achievement and consequences for under-achievement of objectives, including no vesting below a minimum threshold of performance.

  75. Short-term Incentive Compensation

    | 54 | 2025 Proxy Statement | |

  76. Short-term Incentive Compensation

    | Table of Contents | Analysis Executive Officer Compensation |

  77. Short-term Incentive Compensation

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

  78. Short-term Incentive Compensation

    *Excludes share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, lease restructuring costs and other asset write-offs, and expenses associated with amortization of intangibles arising from business combinations. The Compensation Committee sets the performance target at a level it considers stretch, but achievable at target, with exceptional performance required to achieve at the maximum level. The 2024 Short-Term Incentive Plan provided the opportunity for the executive officers, as well as other corporate employees, to earn incentive compensation at the following levels:

  79. Short-term Incentive Compensation

    | Percentage of EPS Goal (%) | | 103.9 and above | | 103.2 to 103.89 | | 102.5 to 103.19 | | 102.1 to 102.49 | | 101.7 to 102.09 | | 101.2 to 101.69 | | 100.8 to 101.19 | | 99.1 to 100.79 | | 98.7 to 99.09 | | 98.2 to 98.69 | | 97.8 to 98.19 | | 97.3 to 97.79 | | 96.7 to 97.29 | | 96.0 to 96.69 | | 95.3 to 95.99 | | Less than 95.3 |

  80. Short-term Incentive Compensation

    | Percentage of Target Award Earned (%) | | 150 | | 140 | | 130 | | 120 | | 115 | | 110 | | 105 | | 100 | | 95 | | 90 | | 85 | | 80 | | 70 | | 60 | | 50 | | 0 |

  81. Short-term Incentive Compensation

    Each year, the Compensation Committee approves the vesting of short-term incentive compensation for the prior fiscal year based on the achievement of these predefined and pre-approved incentive compensation performance objectives. Short-term incentives for the prior fiscal year are reviewed by the Compensation Committee in the first quarter of the following fiscal year and generally vest as earned on March 1. While the vesting of short-term incentive PSUs is based solely on the achievement of predefined and pre-approved performance objectives, the Compensation Committee, using its judgment, may exercise discretion in granting additional bonus amounts and equity awards as it deems appropriate. These adjustments may be based on subjective factors, such as the Compensation Committee’s assessment of general economic and market conditions; unforeseen “one-time” events affecting financial performance or driving shareholder value; the executive’s assumption of additional responsibilities; the degree of difficulty of a particular assignment; and the executive’s experience, tenure, and future prospects with Tyler.

  82. Short-term Incentive Compensation

    | | 2025 Proxy Statement | 55 |

  83. Short-term Incentive Compensation

    | Analysis Executive Officer Compensation | Table of Contents |

  84. Short-term Incentive Compensation

    In February 2025, the Compensation Committee approved vesting of the 2024 short-term incentive awards at 150% of base salary for Mr. Moore, Mr. Miller, and Mr. Puckett. Awards under the 2024 Short-Term Incentive Plan vested on March 1, 2025, as approved.

  85. Short-term Incentive Compensation

    | Metric | Threshold (50%) ($) | Target (100%) ($) | Max (150%) ($) | Actual Achievement ($) | % of Target Achieved (%) | | Non-GAAP EPS(1) | 8.61 | 8.95 - 9.099 | 9.38 | 9.55 | 150 |

  86. Short-term Incentive Compensation

    1.Included adjustments to 2024 GAAP pre-tax income for (i) $29,000 of acquisition-related costs, (ii) $126.4 million of share-based compensation expense and employer portion of payroll taxes on employee stock transactions, (iii) $96.6 million of amortization of intangibles arising from business combinations, and (iv) $1.3 million of lease restructuring and other.

  87. Short-term Incentive Compensation

    | Name | Number of 2024 Short-term Incentive PSUs Earned | | Mr. Moore | 1,664 | | Mr. Miller | 1,047 | | Mr. Puckett | 801 |

  88. Long-term Incentives

    Long-term Incentives We believe stock incentives provide a vital link between the long-term results achieved for our shareholders and the rewards provided to executive officers and other key employees for that achievement. Stock incentives also provide an additional benefit in retention of that talent. Long-term equity incentives are comprised of PSUs and RSUs intended to reward sustained achievement of long-term objectives through achievement of performance goals and time-based vesting periods. Long-term PSUs Long-term PSUs represented approximately 70% of target total compensation to our NEOs in 2024 and cliff-vest at the end of three years upon the achievement of defined performance, as determined by the Compensation Committee, for that same three-year period. The three-year cliff vesting period reinforces the importance of sustained revenue and operating margin growth to the Company’s long-term success. The Compensation Committee believes that this vesting schedule emphasizes the long-term nature of profitable growth, thereby further aligning the interests of the Named Executive Officers with those of shareholders. Upon vesting, vested PSUs are “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU. From 2018 through 2020, the performance measure used in the NEO PSU grants was three-year cumulative revenue growth. The Committee has historically discussed a move to metrics more closely aligned with the Company’s business strategy and feedback received during shareholder engagement. Recurring revenue growth over a three-year period was approved by the Committee in 2021 as a PSU metric given its alignment with our strategy to move to the cloud, feedback from shareholders, peer utilization review, and as a significant driver of continuing shareholder value. Operating margin growth over a three-year period was approved by the Committee in 2023 as an additional PSU metric given its importance to shareholders as we complete our transition to the cloud. Long-term RSUs Long-term RSUs represented approximately 10% of target total compensation in 2024 and vest one-third each year over three years from grant date.

  89. Long-term Incentives

    | 56 | 2025 Proxy Statement | |

  90. Long-term Incentives

    | Table of Contents | Analysis Executive Officer Compensation |

  91. Long-term Incentives

    Through the use of equity incentives, a significant portion of potential NEO compensation is tied directly to achievement of performance goals or stock price appreciation, further aligning the interest of our executive officers with those of our shareholders. PSUs and RSUs are granted on or about March 1 after performance metrics have been established. 2024 Long-term Incentive Opportunities The following table sets forth the RSUs and PSUs granted to each NEO on March 1, 2024. These grants are also reflected in the Summary Compensation Table. The number of shares granted to each NEO as PSUs or RSUs in 2024 was determined based on a target grant value divided by the closing price of our common stock on the last business day prior to grant. As a result, the value of equity granted to our NEOs in 2024 and reported in this Proxy Statement, according to applicable SEC reporting requirements, may differ from the target values approved by the Compensation Committee, according to its methodology.

  92. Long-term Incentives

    | March 1, 2024 Long-term Incentive Grants | | | | | | Name | Number of RSUs (time-vested) | Change from 2023 | Number of PSUs (3Y performance-vested) | Change from 2023 | | Mr. Marr | — | — | 2,040 | (770) | | Mr. Moore | 2,268 | (856) | 14,742 | (5,564) | | Mr. Miller | 1,134 | (256) | 6,804 | (2,738) | | Mr. Puckett | 567 | (214) | 4,762 | (1,172) |

  93. Long-term Incentives

    The decrease in number of units granted in 2024 was due to the appreciation of our stock over the prior year; target grant values remained the same from year to year. The Committee felt the target long-term incentive compensation provided an appropriate level of compensation for each Named Executive Officer in light of Company and individual performance as well as Peer Group analysis. The performance measures used to determine the number of PSUs vested at the end of the three-year performance period for the 2024 PSU grant are adjusted recurring revenue growth over that period and 2026 net operating margin. The three-year cliff vesting period reinforces the importance of sustained recurring revenue and operating margin growth to the Company’s long-term success. The Compensation Committee believes that this vesting schedule emphasizes the long-term nature of this compensation component, further aligning the interests of the Named Executive Officers with those of the shareholders. Upon vesting, the vested PSUs will be “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU. The following tables sets forth the performance criteria that must be met for annual PSU grants to be earned and eligible for vesting:

  94. Long-term Incentives

    | 3-Year Cumulative Adjusted Recurring Revenue Growth(1)(2) | Percentage of PSUs to be earned and eligible for vesting (%) | | Under 22.5% | — | | 22.5% to 27.72% | 50 | | 27.73% to 33.09% | 80 | | 33.10% to 40.49% | 100 | | 40.50% to 48.14% | 120 | | 48.15% and above | 150 |

  95. Long-term Incentives

    1.Includes 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.

  96. Long-term Incentives

    | | 2025 Proxy Statement | 57 |

  97. Long-term Incentives

    | Analysis Executive Officer Compensation | Table of Contents |

  98. Long-term Incentives

    2.Adjusted recurring revenue determined as revenue from subscriptions and maintenance revenue categories, including transaction-based revenues, but excluding interchange, network association fees, third-party processing fees or other bank fees (collectively referred to as “merchant fees”).

  99. Long-term Incentives

    | 2026 Net Adjusted Operating Margin(1) | Percentage of PSUs to be earned and eligible for vesting (%) | | Under 26.0% | — | | 26.0% to 26.49% | 50 | | 26.5% to 26.99% | 80 | | 27.0% to 27.99% | 100 | | 28.0% to 28.49% | 120 | | 28.5% and above | 150 |

  100. Long-term Incentives

    1.Net Adjusted Operating Margin determined as non-GAAP operating profit (as calculated for our quarterly earnings releases) divided by total adjusted revenues, where merchant fees (i.e., interchange, network association fees, third-party processing fees or other bank fees) are excluded from total revenues. In addition, in February 2024, the Compensation Committee approved RSUs to Mr. Moore, Mr. Miller and Mr. Puckett as shown in the summary below of total long-term PSUs and RSUs approved for the Named Executive Officers.

  101. Long-term Incentives

    | | PSUs (Recurring Revenue) | PSUs (Operating Margin) | RSUs | | Name | March 1, 2024 | March 1, 2024 | March 1, 2024 | | John S. Marr, Jr. | 1,020 | 1,020 | — | | H. Lynn Moore, Jr. | 7,371 | 7,371 | 2,268 | | Brian K. Miller | 3,402 | 3,402 | 1,134 | | Jeffrey D. Puckett | 2,381 | 2,381 | 567 |

  102. Long-term Incentives

    The Named Executive Officers were awarded approximately 12.8% of the total stock incentive awards granted to employees in 2024 as part of our stock incentive award program. In 2024, the percentage of total share-based awards for our grants to Named Executive Officers was as follows:

  103. Long-term Incentives

    | Name | Percentage of total stock incentive awards (%) | | John S. Marr, Jr. | 0.7 | | H. Lynn Moore, Jr. | 6.7 | | Brian K. Miller | 3.2 | | Jeffrey D. Puckett | 2.2 |

  104. Long-term Incentives

    Share-based awards were also made in 2024 to approximately 20% of all Company employees.

  105. Long-term Incentives

    | 58 | 2025 Proxy Statement | |

  106. Long-term Incentives

    | Table of Contents | Analysis Executive Officer Compensation |

  107. Long-term Incentives

    2024 Long-term Incentives Earned On February 5, 2024, the Compensation Committee approved the vesting of PSUs granted on March 1, 2021 to our NEOs, representing their long-term incentive as reported in the “Stock Awards” columns of the 2024 Summary Compensation Table and as described below. The 2021 PSUs vested at 150% of target on March 1, 2024. The 2021 long-term incentive PSU plan was based on the achievement of 3-year cumulative recurring revenue growth as shown below.

  108. Long-term Incentives

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

  109. Long-term Incentives

    1.Includes 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. The Compensation Committee sets the performance target at a level it considers stretch but achievable at target, with exceptional performance required to achieve at the maximum level for each metric in the long-term incentive plan. The 2021 Long-Term Incentive Plan provided the opportunity for the executive officers to earn incentive compensation at the following levels:

  110. Long-term Incentives

    | Name | Shares Awarded from 2021 LTI PSUs | | John S. Marr, Jr. | — | | H. Lynn Moore, Jr. | 7,500 | | Brian K. Miller | 4,999 | | Jeffrey D. Puckett | 3,525 |

  111. Long-term Incentives

    Each year, the Compensation Committee approves the vesting of long-term incentive compensation based on the achievement of predefined and pre-approved incentive compensation performance objectives. Long-term incentives are reviewed by the Compensation Committee in the first quarter of the fiscal year following the performance period and generally vest as earned on March 1. While the vesting of long-term incentive PSUs is based solely on the achievement of predefined and pre-approved performance objectives, the Compensation Committee, using its judgment, may exercise discretion in granting additional bonus amounts and equity awards as it deems appropriate. These adjustments may be based on subjective factors, such as the Compensation Committee’s assessment of general economic and market conditions; unforeseen “one-time” events affecting financial performance or driving shareholder value; the executive’s assumption of additional responsibilities; the degree of difficulty of a particular assignment; and the executive’s experience, tenure, and future prospects with Tyler.

  112. Long-term Incentives

    | | 2025 Proxy Statement | 59 |

  113. Long-term Incentives

    | Analysis Executive Officer Compensation | Table of Contents |

  114. Compensation Mix

    | | | Compensation at Risk | | | | Name | Annual Salary (%) | Long-Term Stock Incentive Target (RSUs) (%) | Short-term Stock Incentive Target (PSUs) (%) | Long-term Stock Incentive Target (PSUs) (%) | | John S. Marr, Jr. | 25 | — | — | 75 | | H. Lynn Moore, Jr. | 8 | 11 | 8 | 73 | | Brian K. Miller | 10 | 11 | 10 | 69 | | Jeffrey D. Puckett | 11 | 8 | 11 | 70 |

  115. Annual Incentive

    Annual Incentive The Compensation Committee maintained the current target bonus levels of 100% of base salary for Mr. Moore, Mr. Miller, and Mr. Puckett. Mr. Marr does not receive an annual incentive in his role as Executive Chair of the Board. The annual incentive continues to be delivered in the form of short-term performance-based restricted stock units. To earn 100% of the target bonus under the 2025 Incentive Compensation Plan, the Company must achieve 2025 non-GAAP earnings per share between $10.92 and $11.119, as adjusted, to exclude share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, lease restructuring and other asset write-offs, and expenses associated with amortization of intangibles arising from business combinations. The bonus is based on our operating plan, which was reviewed by the Compensation Committee. In order to achieve the threshold bonus of 50% of target, the Company must achieve non-GAAP earnings per share of $10.52. The short-term PSUs have a grant date of March 1, 2025, and vesting will be determined on the first anniversary based on the level of performance achieved. Upon vesting, the vested PSUs will be “settled” by our issuance to the holder, without any charge, of one share of our common stock for each vested PSU.

  116. Long-Term Incentive

    Long-Term Incentive PSUs. For 2025, the Compensation Committee maintained target PSU values for all NEOs and approved grants of long-term PSUs to Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett with a target value at grant of $900,000; $6,500,000; $3,000,000; and $2,100,000, respectively. The PSUs granted to our Named Executive Officers in 2025 reflect the Committee’s view of multiple factors, including the appropriate level of PSUs in total compensation value, and a review of peer and market data. Annual grants of long-term PSUs to the Named Executive Officers are subject to performance-based cliff vesting with a performance period of three years. In 2025, the performance measures used to determine the number of PSUs vested at the end of the three-year performance period are three-year adjusted cumulative recurring revenue growth over the period for half of the PSUs, and three-year net non-GAAP operating margin growth over the period as calculated for our quarterly earnings releases for the other half of units granted. Performance levels for the long-term PSUs are reviewed by the Committee and approved each year based on multiple factors, including historic and expected performance against multi-year growth goals. In 2025, the performance goals exclude merchant fees associated with our payments business from the determination of adjusted non-GAAP revenue. Many of our payments clients prefer for us to assume responsibility for merchant fees, which are then passed through to the client as a part of our revenue, along with a margin (the “gross model”). In other cases, the client assumes responsibility for paying merchant fees, and only the applicable margin is included in our revenue (the “net model”). Because the revenue model applicable to each client and the associated impact on our revenue and net operating margin is based on the client’s choice of model and is outside of our control, we have determined that it is appropriate to exclude merchant fees for calculating performance goals for PSUs granted in 2025.

  117. Long-Term Incentive

    | | 2025 Proxy Statement | 61 |

  118. Long-Term Incentive

    | Analysis Executive Officer Compensation | Table of Contents |

  119. Long-Term Incentive

    At grant, the total target value of awards, as set forth above, is divided into two equal parts, with 50% of PSUs granted subject to 3-year cumulative adjusted recurring revenue growth performance and the other 50% subject to 2027 net operating margin performance. The following table sets forth the performance criteria that must be met for 2025 PSUs granted under each performance measure to be earned and eligible for vesting, which are aligned with the near-term and mid-term targets set forth at our June 2024 Investor Day:

  120. Long-Term Incentive

    | 3-Year Cumulative Adjusted Recurring Revenue Growth(1) | Percentage of PSUs to be earned and eligible for vesting (%) | | Under 22.5% | — | | 22.5% to 27.72% | 50 | | 27.73% to 33.09% | 80 | | 33.10% to 40.49% | 100 | | 40.50% to 46.20% | 120 | | 46.21% and above | 150 |

  121. Long-Term Incentive

    1.Includes 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. Adjusted recurring revenue determined as revenue from subscriptions and maintenance revenue categories, including transaction-based revenues, but excluding interchange, network association fees, third-party processing fees or other bank fees (collectively referred to as “merchant fees”).

  122. Long-Term Incentive

    | 2027 Net Adjusted Operating Margin(1) | Percentage of PSUs to be earned and eligible for vesting (%) | | Under 27.5% | — | | 27.5% to 27.99% | 50 | | 28.0% to 28.49% | 80 | | 28.5% to 29.49% | 100 | | 29.5% to 29.99% | 120 | | 30.0% and above | 150 |

  123. Long-Term Incentive

    1.Net Adjusted Operating Margin determined as non-GAAP operating profit (as calculated for our quarterly earnings releases) divided by total adjusted non-GAAP revenues, where merchant fees (i.e., interchange, network association fees, third-party processing fees or other bank fees) are excluded from total revenues. RSUs. For 2025, the Compensation Committee maintained target values and approved grants of time-based restricted stock units (RSUs) with three-year, ratable vesting to Mr. Moore, Mr. Miller, and Mr. Puckett with a target value of $1,000,000; $500,000; and $250,000, respectively. In making its decision to grant these RSU awards, the Committee considered, among other things, the role of RSUs as a retention tool, maintaining an appropriate balance of service-based and performance-based total compensation as part of our Named Executive Officers’ overall compensation package, and the prevalence of RSUs as an award vehicle within our Peer Group. Mr. Marr does not receive RSUs in his role as Executive Chair.

  124. Long-Term Incentive

    | 62 | 2025 Proxy Statement | |

  125. Long-Term Incentive

    | Table of Contents | Analysis Executive Officer Compensation |

  126. Employment Agreements

    Employment Agreements Employment agreements with our Named Executive Officers support leadership team retention and operational stability. They also ensure continuation of the disciplined growth and operational execution we have relied upon to consistently deliver shareholder value and client satisfaction. In 2022, we made the decision to move from five-year employment agreements to one-year employment agreements that automatically renew for an additional one-year term unless the Company or the NEO provides at least three months’ notice of non-renewal. The 2022 agreements replaced and superseded the 2018 employment agreements that had been entered into with Mr. Marr, Mr. Moore, and Mr. Miller, which would have expired in February 2023. We also entered into a one-year employment agreement, subject to renewal as described above, with Mr. Puckett. Each of those agreements renewed in May 2024, per their terms, for a one-year renewal term. We expect each to renew again in May 2025. Under the terms of these employment agreements, Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett receive minimum base salaries, annual performance bonuses, and equity grants determined by the Compensation Committee on an annual basis. These items were most recently set by the Compensation Committee in February 2025, as discussed in above in “2025 Named Executive Officer Compensation.” These executives also receive all employee benefits and perquisites (if any) normally offered to our employees. Each agreement provides for payment of accrued compensation as well as a severance payment equal to each executive’s then-current base salary and target bonus upon (1) a termination of the executive’s employment without cause or (2) a termination of employment by the executive for defined, and customary, “good reason” or by the Company without cause within twelve months following the occurrence of a change in control transaction. A change in control under the new agreements has the same definition as set forth in our Amended and Restated 2018 Stock Incentive Plan. The change in control severance payment reflects a “double trigger” mechanism, meaning that both a change in control transaction must have occurred and the NEO’s employment must be terminated for “good reason” or without cause within the limited period of time following the change in control transaction. Each agreement also provides that we will continue to provide medical benefits for 12 months after a termination without cause, a termination due to disability, or a termination following a change in control. In the event of a termination without cause, a termination due to disability, a termination following a change in control, or the death of the executive, all unvested options, restricted stock units, or other equity awards outstanding as of the date of the executive’s termination would immediately become fully vested and, as applicable, exercisable. We developed a standard severance package for Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett because we believe it is necessary to attract and retain these qualified executive officers. We also believe these agreements are important to help minimize the distraction caused by a potential transaction and reduce the risk that any of these executive officers departs before an acquisition is consummated. We believe that a pre-existing plan allows these executive officers to focus on continuing normal business operations and the success of a potential business combination, rather than on seeking alternative employment. We further believe that our employment agreements ensure stability and will enable our executive officers to maintain a balanced perspective in making overall business decisions during a potentially uncertain period. The Compensation Committee applied its best judgment in developing the severance package after considering each executive’s overall compensation package, the rapidly changing environment for technology-based companies, the average time required to obtain employment for equivalent job duties, and the amount paid to executives in the event of termination without cause or upon a change in control.

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    | Analysis Executive Officer Compensation | Table of Contents |

  129. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation paid to our Named Executive Officers for all of the services they rendered to us during 2024, 2023, and 2022:

  130. Summary Compensation Table

    | 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 Chairperson of the Board | 2024 | 300,000 | — | 899,436 | — | — | — | 7,500 | 1,206,936 | | | 2023 | 300,000 | — | 899,482 | — | — | — | 7,500 | 1,206,982 | | | 2022 | 300,000 | — | — | 817,425 | — | — | 7,500 | 1,124,925 | | H. Lynn Moore, Jr. President and Chief Executive Officer | 2024 | 675,000 | — | 8,174,286 | — | — | — | 10,350 | 8,859,636 | | | 2023 | 675,000 | — | 8,343,692 | — | — | — | 9,900 | 9,028,592 | | | 2022 | 600,000 | — | 3,405,145 | 2,179,800 | — | — | 12,217 | 6,197,162 | | Brian K. Miller Executive Vice President and Chief Financial Officer | 2024 | 425,000 | — | 3,924,451 | — | — | — | 12,765 | 4,362,216 | | | 2023 | 425,000 | — | 4,030,583 | — | — | — | 12,885 | 4,468,468 | | | 2022 | 415,000 | — | 2,040,238 | 1,089,900 | — | — | 12,249 | 3,557,387 | | Jeffrey D. Puckett, Chief Operating Officer | 2024 | 325,000 | — | 2,674,499 | — | — | — | 7,618 | 3,007,117 | | | 2023 | 325,000 | — | 2,555,722 | — | — | — | 7,542 | 2,888,264 | | | 2022 | 300,000 | — | 1,336,325 | 708,435 | — | — | 6,174 | 2,350,934 |

  131. Summary Compensation Table

    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 14 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, 2024, 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 shareholders benefit from stock price appreciation and, as such, further align management’s interest with those of our shareholders. 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.

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    | Table of Contents | Executive Compensation |

  134. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance Table. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following additional compensation information is provided for our Chief Executive Officer as our principal executive officer (PEO) and our other Named Executive Officers (Other NEOs), in addition to total shareholder return, net income, and non-GAAP recurring revenue performance results for fiscal years 2020 through 2024.

  135. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Other NEOs(3) ($) | Average Compensation Actually Paid to Other NEOs(4) ($) | Value of $100 Initial Fixed Investment Based on TSR(5) ($) | Value of $100 Initial Fixed Investment Based on Peer Group TSR(6) ($) | Net Income | Non-GAAP Recurring Revenue(7) | | | | | | | | | (In thousands)($) | | | 2024 | 8,859,636 | 19,476,980 | 2,858,756 | 6,217,068 | 192 | 241 | 263,026 | 1,806,063 | | 2023 | 9,028,592 | 14,199,773 | 2,854,571 | 4,639,845 | 139 | 176 | 165,919 | 1,626,173 | | 2022 | 6,197,162 | (3,366,114) | 2,344,425 | (1,734,306) | 108 | 109 | 164,240 | 1,480,759 | | 2021 | 5,590,005 | 14,936,995 | 2,409,118 | 6,675,726 | 179 | 157 | 161,458 | 1,261,400 | | 2020 | 4,692,182 | 13,125,021 | 2,132,932 | 7,665,325 | 146 | 153 | 194,820 | 818,638 |

  136. Pay Versus Performance

    1.For the years 2020 through 2024, this is the total compensation, as depicted in the Summary Compensation Table above, for Chief Executive Officer H. Lynn Moore, Jr., our Principal Executive Officer (PEO). 2.Represents the amount of “compensation actually paid” to Mr. Moore, as determined in accordance with Item 402(v) of Regulation S-K. The figures presented do not reflect the actual amount of compensation earned by or paid to Mr. Moore during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Moore’s total compensation for each year to determine the “compensation actually paid”:

  137. Pay Versus Performance

    | Adjustments to determine Compensation Actually Paid for PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total reported in Summary Compensation Table (SCT) | 8,859,636 | 9,028,592 | 6,197,162 | 5,590,005 | 4,692,182 | | Less, value of stock & option awards reported in SCT | (8,174,286) | (8,343,692) | (5,584,945) | (5,052,575) | (4,154,668) | | Less, change in pension value and non-qualified deferred compensation earnings in SCT | — | — | — | — | — | | Plus, pension service cost and impact of pension plan amendments | — | — | — | — | — | | Plus, year-end value of awards granted in fiscal year that are unvested and outstanding | 12,945,856 | 10,639,900 | 4,894,336 | 7,141,556 | 4,946,903 | | Plus, change in fair value of prior year awards that are outstanding and unvested | 4,991,075 | 2,038,950 | (5,684,175) | 6,633,151 | 7,207,776 | | Plus, fair value of awards granted this year and that vested this year | — | — | — | — | — | | Plus, change in fair value (from prior year-end) of prior year awards that vested this year | 854,698 | 836,023 | (3,188,491) | 624,859 | 432,828 | | Less, prior year fair value of prior year awards that failed to vest this year | — | — | — | — | — | | “Compensation Actually Paid” | 19,476,980 | 14,199,773 | (3,366,114) | 14,936,995 | 13,125,021 |

  138. Pay Versus Performance

    3.Represents the average of the amounts reported for the company’s named executive officers as a group (excluding Mr. Moore) in the “Total” column of the Summary Compensation Table in each applicable year: Mr. Marr, Mr. Miller, and Mr. Puckett in years 2021 through 2024 and Mr. Marr and Mr. Miller in 2020.

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  141. Pay Versus Performance

    4.Represents the amount of “compensation actually paid” to the company's named executive officers as a group (excluding Mr. Moore), as determined in accordance with Item 402(v) of Regulation S-K. The figures presented do not reflect the actual amount of compensation earned by or paid to the named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to average total compensation for the named executive officers as a group (excluding Mr. Moore) for each year to determine the “compensation actually paid”:

  142. Pay Versus Performance

    | Adjustments to determine Compensation Actually Paid for Other NEOs | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total reported in Summary Compensation Table (SCT) | 2,858,756 | 2,854,571 | 2,344,425 | 2,409,118 | 2,132,932 | | Less, value of stock & option awards reported in SCT | (2,499,462) | (2,495,262) | (1,997,451) | (2,066,716) | (1,772,507) | | Less, change in pension value and non-qualified deferred compensation earnings in SCT | — | — | — | — | — | | Plus, pension service cost and impact of pension plan amendments | — | — | — | — | — | | Plus, year-end value of awards granted in fiscal year that are unvested and outstanding | 3,970,839 | 3,163,496 | 1,773,552 | 2,888,432 | 2,065,960 | | Plus, change in fair value of prior year awards that are outstanding and unvested | 1,537,639 | 761,435 | (2,303,705) | 3,127,295 | 5,001,364 | | Plus, fair value of awards granted this year and that vested this year | — | — | — | — | — | | Plus, change in fair value (from prior year-end) of prior year awards that vested this year | 349,295 | 355,605 | (1,551,127) | 317,596 | 237,576 | | Less, prior year fair value of prior year awards that failed to vest this year | — | — | — | — | — | | “Compensation Actually Paid” | 6,217,068 | 4,639,845 | (1,734,306) | 6,675,726 | 7,665,325 |

  143. Pay Versus Performance

    5.For the relevant fiscal year, represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. 6.The Company’s peer group, described above under “Peer Group,” was used for the purposes of calculating peer group total shareholder return. Peer Group TSR was calculated on a market-capitalization-weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return was indicated. TSR represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. 7.Non-GAAP Recurring Revenue is the company-selected financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our named executive officers to company performance for the most recently completed fiscal year. Relationship between Pay and Performance. The graphs below illustrate the relationship between “compensation actually paid” to our Chief Executive Officer and other named executive officers from 2020 through 2024 and Company and Peer Group TSR, Company net income, and Company non-GAAP recurring revenue. “Compensation actually paid” (CAP), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect actual amounts paid under those awards. Fluctuations in CAP are generally due to stock price and varying levels of the projected and actual achievement of performance goals (as reflected in the significant decrease to 2022 CAP). For a discussion of how our Compensation Committee assessed our performance and our Named Executive Officers’ pay each year, refer to the “Compensation Discussion and Analysis” in this Proxy Statement and the Proxy Statements for 2020, 2021, 2022, and 2023.

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    | Executive Compensation | Table of Contents |

  148. Pay Versus Performance

    Important Financial Performance Measures. The table below provides an unranked list of the most important financial performance measures, including the Company-Selected Measure, used by the Company to link CAP for all NEOs to Company performance for 2024.

  149. Pay Versus Performance

    | Non-GAAP Recurring Revenue | | Non-GAAP Operating Margin | | Non-GAAP Earnings Per Share |

  150. CEO Pay Ratio

    CEO Pay Ratio Our CEO-to-median-employee pay ratio is calculated in accordance with Item 402(u) of the SEC’s Regulation S-K. We identified the median employee by examining the annual total compensation for all our employees who were employed by us on December 31, 2024, excluding our Chief Executive Officer and certain employees under the regulation’s de minimis exemption provision which allows us to exclude up to 5% of our total employees. Accordingly, in identifying the median employee, we used the de minimis exemption to exclude seasonal, temporary, and non-benefits-eligible part-time employees. To determine the median employee, we calculated the total annual compensation for each of our 7,402 employees as the sum of the following amounts: •Annual base pay and commissions, if applicable •Tyler’s matching contributions to the employee's 401(k) Plan account •Calendar year cash bonus •Calendar year share-based awards (incentive or nonqualified stock options and restricted stock units)

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  153. CEO Pay Ratio

    We believe the use of these components for all employees is a consistently applied compensation measure that includes all the compensation elements that are widely distributed throughout our organization, including retirement benefits. We calculated annual total compensation for the median employee using the same methodology we use for our Named Executive Officers as set forth in the 2024 Summary Compensation Table included in this Proxy Statement. The total annual compensation calculated for our CEO was $8,859,636 and for our median employee was $101,183. The resulting ratio for our CEO’s pay compared with the pay of our median employee for 2024 is 87.6 to 1.

  154. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth certain information relating to grants of plan-based awards to the Named Executive Officers during 2024:

  155. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | 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) | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | John S. Marr, Jr. | 3/1/2024 | | | 510 | 1,020 | 1,530 | | | | | | 3/1/2024 | | | 255 | 1,020 | 1,530 | | | | | H. Lynn Moore, Jr. | 3/1/2024 | | | — | 2,268 | — | | | | | | 3/1/2024 | | | 3,686 | 7,371 | 11,057 | | | | | | 3/1/2024 | | | 3,686 | 7,371 | 11,057 | | | | | | 3/1/2024 | | | 765 | 1,530 | 2,295 | | | | | Brian K. Miller | 3/1/2024 | | | — | 1,134 | — | | | | | | 3/1/2024 | | | 1,701 | 3,402 | 5,103 | | | | | | 3/1/2024 | | | 1,701 | 3,402 | 5,103 | | | | | | 3/1/2024 | | | 482 | 963 | 1,445 | | | | | Jeffrey D. Puckett | 3/1/2024 | | | — | 567 | — | | | | | | 3/1/2024 | | | 1,191 | 2,381 | 3,572 | | | | | | 3/1/2024 | | | 1,191 | 2,381 | 3,572 | | | | | | 3/1/2024 | | | 369 | 737 | 1,106 | | | |

  156. Grants of Plan-Based Awards in 2024

    1.The target and maximum plan award amounts reported in these columns are derived from our 2024 Incentive Compensation Plan. The actual payout amounts for 2024 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 2024 Incentive Compensation Plan. The actual vested amounts for 2024 are set forth in the 2024 Equity Incentive Plan Compensation column of our Summary Compensation Table. 3.No options were awarded in 2024. 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 2024. 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 shareholders benefit from stock price appreciation and, as such, further align management’s interest with those of our shareholders.

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    | Executive Compensation | Table of Contents |

  159. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table shows outstanding equity awards for each of the Named Executive Officers at December 31, 2024:

  160. Outstanding Equity Awards at Year-End

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(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) ($) | | John S. Marr, Jr. | 3/1/2024 | | | | | | | 2,040 | 1,176,346 | | | 3/1/2023 | | | | | | | 2,810 | 1,620,358 | | | 12/1/2022 | 2,500 | 1,250 | 352 | 12/1/2032 | | | | | | | 6/1/2022 | 2,500 | 1,250 | 346 | 6/1/2032 | | | | | | | 12/1/2021 | 3,750 | — | 502 | 12/1/2031 | | | | | | | 6/1/2021 | 3,750 | — | 402 | 6/1/2031 | | | | | | | 12/1/2020 | 3,750 | — | 432 | 12/1/2030 | | | | | | | 6/1/2020 | 3,750 | — | 376 | 6/1/2030 | | | | | | | 12/1/2019 | 6,875 | — | 290 | 12/1/2029 | | | | | | | 6/1/2019 | 6,875 | — | 213 | 6/1/2029 | | | | | | | 6/1/2018 | 11,250 | — | 232 | 6/1/2028 | | | | | | | 2/26/2018 | 6,000 | — | 206 | 2/26/2028 | | | | | | H. Lynn Moore, Jr. | 3/1/2024 | | | | | 2,268 | 1,307,820 | | | | | 3/1/2023 | | | | | 2,083 | 1,201,141 | | | | | 3/1/2024 | | | | | | | 1,530 | 882,259 | | | 3/1/2024 | | | | | | | 7,371 | 4,250,413 | | | 3/1/2024 | | | | | | | 7,371 | 4,250,413 | | | 3/1/2023 | | | | | | | 10,153 | 5,854,626 | | | 3/1/2023 | | | | | | | 10,153 | 5,854,626 | | | 3/1/2022 | | | | | | | 6,500 | 3,748,160 | | | 12/1/2022 | 6,666 | 3,334 | 352 | 12/1/2032 | | | | | | | 6/1/2022 | 6,666 | 3,334 | 346 | 6/1/2032 | | | | | | | 12/1/2021 | 9,000 | — | 502 | 12/1/2031 | | | | | | | 6/1/2021 | 9,000 | — | 402 | 6/1/2031 | | | | | | | 12/1/2020 | 11,250 | — | 432 | 12/1/2030 | | | | | | | 6/1/2020 | 11,250 | — | 376 | 6/1/2030 | | | | | | | 12/1/2019 | 11,250 | — | 290 | 12/1/2029 | | | | | | | 2/26/2018 | 100,000 | — | 206 | 2/26/2028 | | | | |

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  163. Outstanding Equity Awards at Year-End

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(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) ($) | | Brian K. Miller | 3/1/2024 | | | | | 1,134 | 653,910 | | | | | 3/1/2023 | | | | | 927 | 534,545 | | | | | 3/1/2024 | | | | | | | 963 | 555,304 | | | 3/1/2024 | | | | | | | 3,402 | 1,961,729 | | | 3/1/2024 | | | | | | | 3,402 | 1,961,729 | | | 3/1/2023 | | | | | | | 3,750 | 2,162,400 | | | 3/1/2023 | | | | | | | 4,771 | 2,751,149 | | | 3/1/2023 | | | | | | | 4,771 | 2,751,149 | | | 12/1/2022 | 3,333 | 1,667 | 352 | 12/1/2032 | | | | | | | 6/1/2022 | 3,333 | 1,667 | 346 | 6/1/2032 | | | | | | | 12/1/2021 | 6,000 | — | 502 | 12/1/2031 | | | | | | | 12/1/2020 | 4,000 | — | 432 | 12/1/2030 | | | | | | Jeffery D. Puckett | 3/1/2024 | | | | | 567 | 326,955 | | | | | 3/1/2023 | | | | | 521 | 300,429 | | | | | 3/1/2024 | | | | | | | 737 | 424,984 | | | 3/1/2024 | | | | | | | 2,381 | 1,372,980 | | | 3/1/2024 | | | | | | | 2,381 | 1,372,980 | | | 3/1/2023 | | | | | | | 2,500 | 1,441,600 | | | 3/1/2023 | | | | | | | 2,967 | 1,710,891 | | | 3/1/2022 | | | | | | | 2,967 | 1,710,891 | | | 12/1/2022 | 2,166 | 1,084 | 352 | 12/1/2032 | | | | | | | 6/1/2022 | 2,166 | 1,084 | 346 | 6/1/2032 | | | | | | | 12/1/2021 | 2,350 | — | 502 | 12/1/2031 | | | | | | | 6/1/2021 | 2,350 | — | 402 | 6/1/2031 | | | | | | | 12/1/2020 | 2,500 | — | 432 | 12/1/2030 | | | | | | | 6/1/2020 | 2,500 | — | 376 | 6/1/2030 | | | | | | | 12/1/2019 | 2,500 | — | 290 | 12/1/2029 | | | | | | | 6/1/2019 | 2,500 | — | 213 | 6/1/2029 | | | | | | | 12/1/2018 | 2,500 | — | 193 | 12/1/2028 | | | | | | | 6/1/2018 | 2,500 | — | 232 | 6/1/2028 | | | | | | | 12/1/2017 | 5,000 | — | 182 | 12/1/2027 | | | | | | | 6/1/2017 | 5,000 | — | 171 | 6/1/2027 | | | | | | | 12/1/2016 | 8,500 | — | 143 | 12/1/2026 | | | | | | | 6/1/2016 | 8,500 | — | 155 | 6/1/2026 | | | | |

  164. Outstanding Equity Awards at Year-End

    1.Stock options expire on the tenth anniversary of the date of grant. All 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

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  167. Outstanding Equity Awards at Year-End

    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 $576.64, which was the closing market price of our common stock on December 31, 2024. 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 Amended and Restated 2018 Stock Incentive Plan). 3.Value based on $576.64, which was the closing market price of our common stock on December 31, 2024. 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.

  168. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as all stock awards vested and the value realized upon vesting by our NEOs during the year ended December 31, 2024:

  169. Option Exercises and Stock Vested

    | | 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. | 100,833 | 32,457,355 | — | — | | H. Lynn Moore, Jr. | 70,750 | 22,890,972 | 10,471 | 4,577,293 | | Brian K. Miller | 34,000 | 8,692,200 | 6,677 | 2,918,784 | | Jeffrey D. Puckett | 10,750 | 3,838,004 | 4,714 | 2,060,678 |

  170. Potential Payments Under Employment Agreements

    Potential Payments Under Employment Agreements Consistent with the terms of their respective employment agreements, as discussed above, Mr. Marr, Mr. Moore, Mr. Miller, and Mr. Puckett would have been eligible to receive the payments set forth in the table below had their employment been terminated on December 31, 2024, including if a change in control had occurred during 2024.

  171. Potential Payments Under Employment Agreements

    | | Termination Without Cause | | | | Upon a Change in Control(1) | | | | | 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. | 300,000 | 22,230 | 179,718 | 997,703 | 300,000 | 22,230 | 179,718 | 997,703 | | H. Lynn Moore, Jr. | 1,350,000 | 22,230 | 492,662 | 8,469,861 | 1,350,000 | 22,230 | 492,662 | 8,469,861 | | Brian K. Miller | 850,000 | 16,984 | 242,336 | 3,969,020 | 850,000 | 16,984 | 242,336 | 3,969,020 | | Jeffrey D. Puckett | 650,000 | 10,186 | 154,790 | 2,586,707 | 650,000 | 10,186 | 154,790 | 2,586,707 |

  172. Potential Payments Under Employment Agreements

    1.Payments would only be made upon the occurrence of a change in control if, additionally, the NEO’s employment was terminated for “good reason” or without cause within 12 months following the occurrence of a change in control transaction.

  173. Potential Payments Under Employment Agreements

    | 74 | 2025 Proxy Statement | |

  174. Potential Payments Under Employment Agreements

    Other Helpful Information Reminder: Shareholders are being asked to vote on the following matters at the 2025 Annual Meeting.

  175. Potential Payments Under Employment Agreements

    | Proposal | Description | Vote Requirement for Approval | Board Recommendation | Effect of Abstentions | Effect of Broker Non-Votes | | Proposal One | Election of Directors | Majority of votes cast | FOR | No effect | No effect | | Proposal Two | Advisory Approval of Our Executive Compensation | Majority of shares present in person or represented by proxy | FOR | Counted as “AGAINST” | No effect | | Proposal Three | Ratification of Our Independent Auditors for Fiscal Year 2025 | Majority of shares present in person or represented by proxy | FOR | Counted as “AGAINST” | Discretionary vote | | Proposal Four | Shareholder Proposal Regarding Political Spending | Majority of shares present in person or represented by proxy | AGAINST | Counted as “AGAINST” | No effect | | Proposal Five | Approval of Amendments to Restated Certificate of Incorporation to Eliminate Supermajority Voting Standards | Two-thirds or more of the outstanding voting stock entitled to vote | FOR | Counted as “AGAINST” | Counted as “AGAINST” | | Proposal Six | Approval of Amendment to the Written Consent Right in the Certificate of Incorporation to Incorporate Existing Corresponding Provisions in the Company’s Bylaws | Two-thirds or more of the outstanding voting stock entitled to vote | FOR | Counted as “AGAINST” | Counted as “AGAINST” |

  176. Potential Payments Under Employment Agreements

    Voting your shares. Your shares will be voted at the Annual Meeting as you direct using one of the methods provided. No proxy can vote for more than eight nominees for director. As a stockholder of record, if you return a proxy but fail to indicate how you wish your shares to be voted, then your shares will be voted in accordance with the Board’s recommendations as set forth above.

  177. Potential Payments Under Employment Agreements

    | | Voting by internet: Go to www.proxyvote.com to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. The availability of internet voting for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive. | | Voting by phone: Call 1-800-690-6903 using a touch-tone phone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. The availability of voting by phone for beneficial owners will depend on the voting processes of your broker, bank or nominee. We recommend that you follow the voting instructions in the materials you receive. | | Voting by mail: Complete, sign and date the proxy card and return it in the prepaid envelope. If you are a shareholder of record and you return your signed proxy card without indicating your voting preferences, the persons named in the proxy card will vote FOR each nominee for director named in Proposal One, FOR Proposal Two, FOR Proposal Three, AGAINST Proposal Four, FOR Proposal Five and FOR Proposal Six. |

  178. Potential Payments Under Employment Agreements

    | | 2025 Proxy Statement | 75 |

  179. Potential Payments Under Employment Agreements

    | Other Helpful Information | Table of Contents |

  180. Potential Payments Under Employment Agreements

    You may also vote in person at the Annual Meeting by following the instructions provided below.

  181. Potential Payments Under Employment Agreements

    | | Meeting Date and Time: Tuesday, May 6, 2025, at 9:00 a.m., Central Time | | Place: www.virtualshareholdermeeting.com/TYL2025 | | Record Date: March 14, 2025 |

  182. Potential Payments Under Employment Agreements

    On March 14, 2025, we had 43,106,557 shares of common stock issued and outstanding. Each shareholder will be entitled to one vote, in person or by proxy, for each share of common stock held in their name. Meeting quorum. A majority of our shares of common stock must be present, either in person or by proxy, to constitute a quorum for action at the Annual Meeting. How to access the meeting: Visit www.virtualshareholdermeeting.com/TYL2025 and enter the 16-digit control number found on the proxy card, voting instruction form, or notice of internet availability of proxy materials previously received. We encourage shareholders to log in to the website and access the webcast before the meeting’s start time. Voting and questions during the meeting: Shareholders who enter their 16-digit control number may vote and ask questions during the Annual Meeting by following the instructions available on the meeting website. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares or participate during the meeting. Abstentions and broker non-votes. Abstentions and broker non-votes are counted for purposes of determining a quorum and otherwise as shares present in person or represented by proxy. Abstentions and broker non-votes are not counted as votes cast for purposes of determining whether a proposal requiring a majority of votes cast has been approved. Withholding authority to vote with respect any director nominee for Proposal One will also not be counted as a vote cast for that director nominee. Shares held in “street name.” If your shares are held in “street name” (the name of a broker, bank, or other nominee), you have the right to direct your broker, bank, or nominee how to vote. If you do not provide voting instructions, under New York Stock Exchange rules, your broker, bank, or nominee may only vote your shares on “discretionary” items. Proposals One (approval of election of directors), Two (approval of advisory vote on executive compensation), Four (approval of shareholder proposal regarding political spending), Five (approval of amendments to Restated Certificate of Incorporation to eliminate supermajority voting standards) and Six (approval of amendment to the written consent right in the Restated Certificate of Incorporation to incorporate existing corresponding provisions in the Company’s Bylaws) are “non-discretionary” items. Your broker, bank, or nominee may not vote your shares on these items in the absence of voting instructions, which will result in “broker non-votes” with respect to your shares. Proposal Three (ratification of independent auditors) is considered a discretionary item and may be voted in the absence of instructions. Revoking your proxy. After you sign and return your proxy, you may revoke it prior to the meeting either by (1) filing a written notice of revocation at our corporate headquarters, (2) attending the annual meeting and voting your shares in person, or (3) delivering to us another duly executed proxy that is dated after the initial proxy. Proxy expenses. We will bear the expense of preparing, printing, and mailing the proxy solicitation material and the proxy, as applicable. Proxy solicitation. In addition to use of the mail, we may solicit proxies by personal interview or telephone by our directors, officers, and employees. We may also engage the services of a proxy solicitation firm to assist us in the solicitation. Distribution of proxies for the Annual Meeting. We estimate that the fee of any such firm will not exceed $25,000, plus reimbursement of reasonable out-of-pocket expenses. Arrangements may also be made with brokerage houses and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to record shareholders, and we may reimburse them for their reasonable out-of-pocket expenses.

  183. Potential Payments Under Employment Agreements

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  184. Potential Payments Under Employment Agreements

    Shareholder Proposals