tyl-20240329


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	To Our Shareholders

Notice Of Annual Meeting Of Shareholders Date: Thursday, May 9, 2024 Time: 9:00 a.m., Central Time Place: Virtual (Internet)	The annual meeting of shareholders will be held in a virtual-only format at www.virtualshareholdermeeting.com/TYL2024 on Thursday, May 9, 2024, at 9:00 a.m. Central Time. Instructions for accessing the meeting are provided in the “Other Helpful Information” section at the end of the proxy materials. At the meeting, you will be asked to:

		elect eight directors to serve until the next annual meeting or until their respective successors are duly elected and qualified;
		approve an advisory resolution on executive compensation;
		ratify the selection of our independent auditors for fiscal year 2024;
		approve the amended and restated Tyler Technologies, Inc. 2018 Stock Incentive Plan; and
		vote on a shareholder proposal regarding a simple majority vote

	Only shareholders of record as of March 15, 2024, may vote at the annual meeting. All shareholders are encouraged to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials. Please reference the “Voting Your Shares” portion of the “Other Helpful Information” section. Your prompt response will reduce the time and expense of solicitation. The enclosed 2023 Annual Report does not form any part of the proxy solicitation material. By Order of the Board of Directors, Abigail Diaz Chief Legal Officer Corporate Secretary Plano, Texas March 29, 2024

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

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 2024

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

Discretionary vote

Proposal Four

Approval of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

No effect

Proposal Five

Shareholder Proposal Regarding a Simple Majority Vote

66.67% of shares present in person or represented by proxy

AGAINST

Counted as “AGAINST”

No effect


Name and Address of Beneficial Owner(1)	Direct(2) (#)		Options Exercisable Within 60 Days(3) (#)	Stock Awards Vested Within 60 Days(4) (#)	Other(5) (#)		Total (#)	Percent of Class(6) (%)


The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	4,969,048	(7)	—	—	—		4,969,048	11.7

BlackRock, Inc. 55 Hudson Yards New York, NY 10001	3,249,262	(8)	—	—	—		3,249,262	7.7
Directors and Nominees
Glenn A. Carter	2,011		13,350	643	—		16,004	*
Margot L. Carter	—	(9)	—	—	—		—	*
Brenda A. Cline	1,358	(10)	10,000	643	4,002	(10)	16,003	*
Ronnie D. Hawkins, Jr.	1,358		—	643	—		2,001	*
Mary L. Landrieu	1,786		—	643	—		2,429	*
Daniel M. Pope	3,370		—	643	—		4,013	*
Andrew D. Teed	3,000	(11)	—	—	2,000	(11)	5,000	*
Dustin R. Womble	11,959	(12)	—	643	15,921	(13)	28,523	*
Named Executive Officers
John S. Marr, Jr.	6,983	(14)	119,000	—	51,388	(14)	177,371	*
H. Lynn Moore, Jr.	75,000		198,166	—	—		273,166	*
Brian K. Miller	16,160	(15)	38,332	—	26,781	(16)	81,273	*
Jeffrey D. Puckett	4,654		53,291	—	—		57,945	*
Directors and executive officers as a group (12 persons)	127,639		432,139	3,858	100,092		663,728	1.5

Section 16(a) of the Securities Exchange Act requires that our directors, executive officers, and 10% or more shareholders file with the SEC and New York Stock Exchange initial reports of ownership and reports of changes in ownership of our common stock. These persons are required to furnish us with copies of all Section 16(a) reports they file with the SEC. To our knowledge, based solely upon (i) our review of the copies of the forms we received during 2023 and (ii) written representations from our directors and executive officers, we believe that all of our directors, officers, and 10% or more shareholders, complied with all Section 16(a) filing requirements during 2023 with the following exceptions: (a) one late report was made on June 13, 2023, on behalf of Mr. Marr with respect to sales of shares of our common stock on May 17 and 18, 2023, by a revocable trust established by Mr. Marr’s wife due to an unavoidable delay in providing complete information needed by us for the filing; (b) one late report was made on July 7, 2023, on

behalf of each of Messrs. Miller and Puckett with respect to purchases from the Company’s 2004 Employee Stock Purchase Plan due to delayed identification of the purchases; (c) one late report was made on August 1, 2023 (and amended on August 8, 2023) on behalf of Mr. Womble in order to (i) report previously unreported sales of shares and a charitable gift of shares by a revocable grantor trust on June 2, 2020, November 11, 2020, November 13, 2020, December 10, 2020, November 4, 2021, and December 15, 2021, (ii) correct certain prior filings, (iii) amend certain prior filings to reflect that certain shares of our common stock beneficially owned by Mr. Womble were held through a revocable grantor trust, and (iv) correct the number of shares of our common stock beneficially owned directly and indirectly by Mr. Womble (the late filing was required because we had not been provided complete and timely information about the revocable grantor trust, its share holdings, and its sales of shares for purposes of preparing the report); and (d) a second late report was also made on November 29, 2023, on behalf of Mr. Womble with respect to a sale of shares by a revocable grantor trust on November 14, 2023, because incomplete information was initially provided to us for reporting purposes.

Under our bylaws, directors must be elected by a majority of the votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “withhold” applicable to that nominee. Abstentions and broker non-votes are not counted as votes “for” or “withhold” applicable to a director nominee. Any incumbent nominee who does not receive a majority of votes cast “for” their election would be required to tender their resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Nominating and Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and to disclose its decision-making process. Cumulative voting for the election of directors is not permitted. In a contested election, the required vote would be a plurality of votes cast.

Following the 2024 annual meeting, our Board of Directors will be composed of eight individuals, including two employee directors and one former employee/consultant director. We believe the mix of experience from our outside directors coupled with the specific industry experience of our employee directors provides an appropriate diversity of experience 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 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.


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

Our Nominating and Governance Committee is focused on continued diversity on the Board. The current director nominees reflect the diverse backgrounds, experiences, and skill sets we value, while also refreshing the Board with 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, including community and inclusion; and our respect for the views of our shareholders.

Given that feedback and the Board’s own appreciation for the Company’s steady progress on its cloud transition and 2030 goals, the Nominating and Governance Committee recommended the addition of Margot L. Carter (no relation to Glenn Carter), an experienced professional with extensive experience in capital markets, financings, and business combinations, as well as proven leadership on public company boards and in the SaaS and payments markets. The Nominating and Governance Committee also recommended the addition of Andrew D. Teed, a former Company leader with deep knowledge of the public sector market, experience with M&A, an entrepreneurial vision complemented by strong operational discipline, and accounting expertise. More information about Ms. Carter and Mr. Teed can be found below.


John S. Marr, Jr. Executive Chair of the Board Age: 64 Director since: 2002						Mr. Marr has served as a director since May 2002. Mr. Marr has served as Executive Chair of the Board of Tyler since May 2018. Mr. Marr served as Chair of the Board and Chief Executive Officer from January 2017 until May 2018, when he assumed his current title and H. Lynn Moore, Jr. was appointed to the additional position of Chief Executive Officer. Mr. Marr also serves as Chair of the Executive Committee. From July 2004 through December 2016, Mr. Marr served as President and Chief Executive Officer. From July 2003 until July 2004, Mr. Marr served as Chief Operating Officer. Mr. Marr also served as President of MUNIS, Inc. from 1994 until July 2004. Mr. Marr began his career in 1983 with MUNIS, a provider of a wide range of software products and related services for county and city governments, schools, and not-for-profit organizations, with a focus on integrated financial systems. Tyler acquired MUNIS in 1999.
						KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •Executive Chair of the Board since May 2018; Chair of the Board since January 2017; Chief Executive Officer of Tyler from 2004 to 2018 •Over 35 years of specific industry experience, including Chief Executive experience with MUNIS prior to acquisition by Tyler •Outside board experience as a former director of Mercy Hospital in Portland, Maine


Glenn A. Carter Director Age: 68 Director since: 2014						Mr. Carter has served as a director since 2014. In 2023, Mr. Carter also served as Lead Independent Director, Chair of the Nominating and Governance Committee, and a member of the Compensation Committee. In 1999, Mr. Carter founded DataProse, Inc., a provider of billing services to the public sector (primarily cities, counties, local 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. In November 2022, Mr. Carter completed the requirements to receive 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


Margot L. Carter Director Nominee (nominated by non-management director) Age: 56 Other Current Reporting Company Directorships: Installed Building Products, Inc. and Eagle Materials, Inc.						Ms. Carter (no relation to Glenn A. Carter) is a director nominee. She currently serves as president of Living Mountain Capital, where she invests in and advises companies, including www.cien.ai, a cloud-based digital artificial intelligence sales intelligence business, which she co-founded. She also advises companies and private equity firms on digital transformation and innovative strategies. Ms. Carter currently serves as the lead 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 nominating and governance committee and the compensation committee of Eagle Materials, Inc. (NYSE: EXP). From 2017 to 2021, Ms. Carter was on the board of Interior Logic Group (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 $10 billion prop tech provider of SaaS software and other offerings, including payment solutions. 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, payment solutions and operations •Deep background in finance, business combinations, and corporate governance •Experience on public company boards


Brenda A. Cline Director Age: 63 Director since: 2014						Ms. Cline has served as a director since 2014. In 2023, 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 has also served as an Independent Trustee of American Beacon Funds since 2004 and currently serves as the Chair of the Board of Trustees, having formerly served as 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), where she 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, where she 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, member of the Audit Committee, former chair of the Fiscal Affairs Committee, former member of the Executive Committee, and former member of the Student Relations Committee and Academic Affairs Committee. 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


Ronnie D. Hawkins, Jr. Lt. General, USAF (Ret) Director Age: 68 Director since: 2021						Mr. Hawkins has served as a director since 2021. In 2023, Mr. Hawkins served as a member of the Compensation Committee. Mr. Hawkins is currently the president of Angelo State University 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


H. Lynn Moore, Jr. President and Chief Executive Officer and Director Age: 56 Director since: 2017						Mr. Moore has served as 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


Daniel M. Pope Director Age: 61 Director since: 2016						Mr. Pope has served as a director since 2016. In 2023, 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 in 1994. Prior to founding Benchmark, Mr. Pope served in various sales and leadership roles for Xerox Corporation. Mr. Pope also served on the Covenant Health System Board of Trustees from 2007 through 2011, including Chairman of the Board from 2010 through 2011, and as a member of the Finance and Conflicts Committee and the Compensation Committee. Mr. Pope served on the Lubbock Independent School District Board of Directors from 2007 through 2016. Mr. Pope also serves on the Rawls College of Business Advisory Council at Texas Tech University.
						KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •Over 20 years of senior-level executive experience •Public sector executive experience as Mayor of the city of Lubbock, Texas and as President of the Lubbock Independent School District Board of Directors


Andrew D. Teed Director Nominee (nominated by non-management director) Age: 52						Mr. Teed is a director nominee. 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 also sits 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)


Brian K. Miller Executive Vice President - Chief Financial Officer and Treasurer Age: 65 Executive Officer since: 1997						Mr. Miller has been Executive Vice President – Chief Financial Officer and Treasurer of Tyler since February 2008. From May 2005 until February 2008, Mr. Miller served as Senior Vice President – Chief Financial Officer and Treasurer. He previously served as Vice President – Finance and Treasurer from May 1999 through April 2005 and was Vice President – Chief Accounting Officer and Treasurer from December 1997 through April 1999. From June 1986 through December 1997, Mr. Miller held various senior financial management positions at Metro Airlines, Inc. (“Metro”), a publicly held regional airline holding company operating as American Eagle. Mr. Miller was Chief Financial Officer of Metro from May 1991 through December 1997 and also held the office of President of Metro from January 1993 through December 1997. From 1980 through 1986, Mr. Miller held various audit positions with the firm now known as Ernst & Young. Mr. Miller also serves on the Board of Trustees of the Texas A&M University 12th Man Foundation, a nonprofit organization. Mr. Miller is a certified public accountant.
						KEY ATTRIBUTES, EXPERIENCE AND SKILLS: •More than 35 years of public company senior financial management experience •Audit experience with a large public accounting firm •Certified Public Accountant


Jeffrey D. Puckett Chief Operating Officer Age: 57 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

The following proposal gives our shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of our Named Executive Officers identified in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our compensation philosophy, policies, and practices, as disclosed under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. We are providing this vote as required by Section 14A of the Securities Exchange Act of 1934, as amended. Accordingly, for the reasons discussed in the “Compensation Discussion & Analysis” section of this Proxy Statement, we are asking our shareholders to vote “FOR” the adoption of the following resolution:

Because your vote is advisory, it will not be binding on either the Board of Directors or Tyler. However, our Compensation Committee, which is composed solely of independent directors, will take into account the outcome of the shareholder vote on this proposal when considering future executive compensation arrangements. In addition, your non-binding advisory vote described in this Proposal Two will not be construed (1) as overruling any decision by the Board of Directors, any Board committee, or Tyler relating to the compensation of the Named Executive Officers or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors, any Board committee, or Tyler.

You are asked to consider and vote upon a proposal to approve the amendment and restatement of the Tyler Technologies, Inc. 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”) to increase the number of shares of common stock available for delivery by 4.60 million shares, which amendment was approved by the Board of Directors on March 18, 2024. Under Delaware law, the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote is required to approve the amendment and restatement of the 2018 Stock Incentive Plan. Additionally, the rules of the New York Stock Exchange require the affirmative vote of a majority of the votes cast.

If shareholders do not approve the amendment and restatement of the 2018 Stock Incentive Plan, Tyler will continue to have the authority to grant awards under the 2018 Stock Incentive Plan. However, if shareholders do not approve the amendment and restatement of the 2018 Stock Incentive Plan, our Board of Directors believes that the shares available for grant under the 2018 Stock Incentive Plan will not be sufficient to meet our anticipated future needs. As of the record date of this Proxy Statement, there are 182,335 shares of common stock remaining available for future grant of awards under our 2018 Stock Incentive Plan, prior to this amendment and restatement.

If the Amended and Restated 2018 Plan is approved, Tyler’s total potential dilution from the shares available for issuance under its equity incentive plans would increase from 5% as of March 15, 2024, to between 9% and15% depending on the mix of awards (with the 15% reflecting stock option awards, which are technically permitted under the plan but not currently awarded in practice). Total potential dilution is the number of shares subject to equity awards outstanding but not exercised or settled plus the number of shares available to be granted, divided by the sum of the total number of shares of Tyler common stock outstanding as of March 15, 2024 . We considered this potential dilution level and concluded that the resulting dilution levels would be within competitive ranges.

Tyler manages its long-term dilution goal by monitoring the number of shares subject to equity awards that it grants annually, commonly referred to as its “burn rate”. The burn rate shows how rapidly a company is depleting its shares reserved for equity compensation plans, and is defined as the number of shares granted under Tyler’s equity incentive plans divided by the weighted average number of common shares outstanding at the end of the fiscal year, as calculated below. Tyler has calculated the burn rate under the 2018 Stock Incentive Plan for the past three years, as set forth in the following table:

The total number of authorized shares under the Amended and Restated 2018 Stock Incentive Plan – 14,100,000 - is an “absolute share limit” for awards under the Amended and Restated 2018 Stock Incentive Plan. After accounting for the number of shares already subject to outstanding awards made under the 2018 Stock Incentive Plan, the absolute share limit available for future grants under the 2018 Stock Incentive Plan as of March 15, 2024 is approximately 182,335 (If any of the outstanding awards under the 2018 Stock Incentive Plan are forfeited, the number of shares available for future grants will increase.) Under the Amended and Restated 2018 Plan, no more than 14,100,000 shares of Common Stock may be issued pursuant to the exercise of Incentive Stock Options. Each award granted under the Amended and Restated 2018 Plan will further reduce the absolute share limit by (1) one share for each share subject to an option award and (2) 2.5 shares for any other award, including restricted stock, restricted stock units, and other stock-based awards.

Stock-based compensation is designed to strengthen the commitment of selected employees, directors and consultants, to motivate those individuals to perform their assigned responsibilities diligently and skillfully, and to attract and retain competent, innovative management dedicated to our long-term growth and profitability. We believe this can best be accomplished by tying a portion of compensation to appreciation in the market value of our Common Stock so that the management and selected employees, non-employee directors and consultants are rewarded if the value of your investment in our Common Stock has appreciated.

Awards may be granted to selected employees, officers, directors, consultants, and advisors, as well as any prospective employees, officers, directors, consultants, and advisors who have accepted an offer of employment or service with the Company. There are currently approximately 1500 individuals who receive awards under the Amended and Restated 2018 Plan, including employees and non-employee directors and officers. All awards under the Amended and Restated 2018 Plan will vest over a minimum period of one year after the date of grant. Notwithstanding the foregoing, this minimum vesting requirement may be accelerated by the Compensation Committee in its sole discretion, at any time and for any reason.

Option Grants. Stock options granted under the Amended and Restated 2018 Plan will be evidenced by an award agreement and will be nonqualified stock options unless the applicable award agreement expressly states that the option is intended to be an incentive stock option. A nonqualified stock option is an option that the Compensation Committee does not designate as an incentive stock option. The Amended and Restated 2018 Plan requires that the exercise price under each stock option will not be less than 100% of the fair market value of our common stock at the time of the grant of the option. The fair market value per share is the reported closing price of our common stock on the New York Stock Exchange on the option grant date, or if no sale has been reported on such date, on the preceding day or the last day prior to the grant date when a sale was reported.

An incentive stock option means an option that is designated by the Compensation Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Amended and Restated 2018 Plan. Incentive stock options will be granted only to employees of the Company. No incentive stock option, however, may be granted to an employee who owns more than 10% of the voting power of all classes of securities, unless the exercise price is at least 110% of the fair market value of our Common Stock at the date of grant and the option is not exercisable more than five years after it is granted. There is no limit on the fair market value of incentive stock options that may be granted to an employee in any calendar year, but no employee may be granted incentive stock options that first become exercisable during a calendar year for the purchase of stock with an aggregate fair market value (determined as of the grant date of each option) in excess of $100,000. An incentive stock option (or an installment thereof) counts against the annual limitation only in the year it first becomes exercisable.

iii. by such other method as the Compensation Committee shall approve, including (a) payment through a broker in accordance with cashless exercise procedures permitted by Regulation T of the Federal Reserve Board; (b) through a “margin” commitment from the holder and a FINRA Dealer whereby the holder elects to exercise the option and to pledge the shares to the FINRA Dealer in a margin account; or (c) through a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of the option that are needed to pay the exercise price and all applicable required withholding taxes.

Unless otherwise provided by the Compensation Committee, upon termination of the employment or other service of the holder of an option for cause, all outstanding options will immediately terminate and expire. If the option holder dies or becomes disabled, each outstanding unvested option will become fully vested, and the legal representatives of the estate, or the option holder in the event of disability, may exercise his or her option provided the option is exercised prior to the date of expiration of the option period or one year from the date of the option holder’s death or disability, whichever occurs first. If an option holder’s employment or other service terminates for any other reason, each outstanding unvested option will immediately terminate and expire, and each outstanding vested option will remain exercisable for 90 days thereafter, but not beyond the expiration of the option period. Notwithstanding the foregoing, the Compensation Committee may extend the post-termination exercise period for any vested option, but not beyond the expiration of the option period. If an option expires or terminates before it has been exercised in full, then the shares of Common Stock allocable to the unexercised portion of that option may become subject to future grants under the Amended and Restated 2018 Plan. We have not issued any options under the 2018 Stock Incentive Plan since 2022.

Restricted Stock and Restricted Stock Units. Under the Amended and Restated 2018 Plan, the Compensation Committee may also grant awards of restricted stock and restricted stock units. Each such grant must also be evidenced by an award agreement. Restricted stock means shares of our Common Stock subject to certain specified restrictions. A restricted stock unit is an unfunded and unsecured promise to deliver shares of our Common Stock or, in the Compensation Committee’s discretion, cash, which is also subject to specified restrictions. The specified restrictions for these awards, as determined by the Compensation Committee, may include, without limitation, a requirement that the holder remain continuously employed or provide continuous services for a specified period of time.

The Amended and Restated 2018 Plan provides for formula grants to each non-employee director. Each non-employee director shall receive an initial grant of restricted stock units and thereafter an annual grant of restricted stock units. The initial grant upon a non-employee director’s initial election or appointment to our Board of Directors shall have a grant date value not to exceed $600,000. Thereafter, upon re-election to the Board, an annual grant shall be awarded on the date of each annual meeting of shareholders and shall have a grant date value not to exceed $300,000. If the initial election or appointment to the Board of Directors occurs on a date other than the annual meeting of shareholders, the Compensation Committee may, in its sole discretion, provide for a prorated initial grant, in whole or in part, based on the partial year of board service. Grants to all non-employee directors shall vest on the first anniversary of the grant date. Notwithstanding the foregoing, the Compensation Committee in its discretion may determine not to make an annual grant under the Amended and Restated 2018 Plan to any non-employee director.

Under a restricted stock grant, a stock certificate shall be issued in the name of the holder of shares of our common stock, and shall be registered in the name of the holder and held in book-entry form. The holder will generally have the rights and privileges of a shareholder with respect to the shares of restricted stock, including the right to vote the stock and to receive dividends on the stock; provided, however, that if the vesting of restricted stock is contingent on satisfaction of performance conditions (other than or in addition to the passage of time), no dividends will be paid until 15 days after any performance conditions associated with the grant are satisfied. When the restricted period applicable to the grant, as determined by the Compensation Committee, has lapsed, then the restrictions upon the shares of common stock shall be of no further force or effect. The Compensation Committee has the authority to accelerate vesting of any restricted stock grants.

With respect to restricted stock unit grants, the holder will not have any rights or privileges as a shareholder until shares of our common stock are actually issued. When the restricted period applicable to the grant, as determined by the Compensation Committee, has expired, the Company will “settle” the vested restricted stock unit by issuing the holder one share of common stock for each then outstanding vested restricted stock unit. The Compensation Committee has the discretion to elect to pay the equivalent of the common stock value in cash or part in cash or part in shares. The Compensation Committee may also defer the issuance of shares if the deferral would not cause adverse tax consequences under Section 409A of the Code.

Unless otherwise provided by the Compensation Committee, upon termination of the employment or other service of the holder for cause, all outstanding shares of unvested restricted stock and unvested restricted stock units shall immediately terminate and expire. If the holder dies or becomes disabled, all outstanding shares of unvested restricted stock and unvested restricted stock units will become fully vested. If a holder’s employment or other service terminates for any other reason before vesting, (1) all vesting with respect to restricted stock and restricted stock units will cease, and (2) shares of unvested restricted stock and restricted stock units shall be forfeited for no consideration.

The Amended and Restated 2018 Plan will expire on May 9, 2034. Upon expiration, no further awards may be granted under the Amended and Restated 2018 Plan, but the expiration will not affect awards then outstanding, which will continue to be subject to the Amended and Restated 2018 Plan. Our Board of Directors may amend, alter or discontinue the Amended and Restated 2018 Plan, or any part thereof. However, we will obtain shareholder approval for any amendment to the Amended and Restated 2018 Plan (1) to the extent necessary and desirable to comply with applicable law, regulation, or rule, (2) because of changes in GAAP to new accounting standards, (3) if it would materially increase the number of shares authorized under the Amended and Restated 2018 Plan, or (4) if it would materially modify the requirements for participation in the Amended and Restated 2018 Plan. The Compensation Committee may waive any conditions or rights under any award, except that the Compensation Committee may not reduce the exercise price of an option, cancel an outstanding option and replace it with a lower exercise-priced option, or take any other action that is considered a “repricing”. The Compensation Committee may also make appropriate adjustments in the number of shares covered by the Amended and Restated 2018 Plan, the number of shares subject to outstanding awards, and option exercise prices, to reflect any stock dividend, stock split, share combination, or other recapitalization and, with respect to outstanding awards and option exercise prices, to reflect any merger, consolidation, reorganization, liquidation, or similar transaction.

The future awards that may be made to eligible participants under the Amended and Restated 2018 Plan are subject to the discretion of the Compensation Committee and, therefore, cannot be determined with certainty at this time. However, it is anticipated that, among others, all of our current executive officers, including our named executive officers, and our non-employee directors will receive awards under the Amended and Restated 2018 Plan. Equity awards made under the 2018 Stock Incentive Plan in 2023 to our Named Executive Officers are set forth under “Executive Compensation—Grants of Plan-Based Awards in 2023” and equity awards under the 2018 Stock Incentive Plan in 2023 to our non-employee directors are set forth under “Operations of the Board and its Committees—Non-Employee Director Compensation.”


Name and Position	Stock Options (#)	RSUs (#)	Performance-Based RSUs (#)	Total (#)

John S. Marr, Jr. Executive Chairperson of the Board	170,750	36,000	21,350	228,100
H. Lynn Moore, Jr. President and Chief Executive Officer	217,500	41,392	79,504	338,396
Brian K. Miller Executive Vice President, Chief Financial Officer and Treasurer	107,000	14,524	45,529	167,053
Jeffrey D. Puckett, Chief Operating Officer	26,200	1,348	25,981	53,529
All Current Executive Officers as a Group	521,450	93,264	172,364	787,078
Non-Employee Directors as a Group	—	29,672	—	29,672
All Current and Former Employees (excluding Executive Officers) as a Group	375,650	1,123,858	337,259	1,836,767

An option holder has no taxable income, and we are not entitled to a corporate tax deduction, at the time of an option grant. All stock options that qualify as incentive stock options under Section 422 of the Code will be entitled to “incentive stock option treatment.” To receive that treatment, the option holder must not dispose of the acquired stock within two years after the option is granted and within one year after it is exercised. In addition, the individual must have been an employee for the entire time, from the date of granting the option until three months (one year if the employee is disabled) before the date of exercise. The requirements that the individual be an employee and the two-year and one-year holding periods are waived in the case of the employee’s death. If all such requirements are met, then any gain (or loss) upon sale of the stock will be capital gain or loss. The employee’s gain on exercise (the excess of the fair market value at the time of exercise over the exercise price) of an incentive stock option is a tax preference item and, accordingly, is included in the computation of alternative minimum taxable income, even though it is not included in taxable income for purposes of determining regular tax liability of an employee. Consequently, an option holder may be obligated to pay alternative minimum tax in the year he or she exercises an incentive stock option.

If an employee does not meet the two-year and one-year holding requirements (a “disqualifying disposition”), then tax will be imposed at the time of sale of the stock. In such event, the employee’s gain on exercise of the incentive stock option will be compensation to them taxed as ordinary income rather than capital gain to the extent the fair market value of the acquired common stock on the date of exercise of the incentive stock option exceeds the aggregate exercise price paid for that common stock, and we will be entitled to a corresponding tax deduction at the time of sale. If the amount realized on the disqualifying disposition is less than the fair market value of the common stock on the date of exercise of the incentive stock option, the total amount includable in the option holder’s gross income, and the amount deductible by us, will equal the excess of the amount realized on the disqualifying disposition over the exercise price.

A grantee of restricted stock recognizes taxable income upon vesting of the restricted stock. Any dividends paid on the shares of restricted stock are also taxable as compensation income upon receipt. The entire value of vested restricted stock is included in ordinary income in the year of vesting and entitles us to a tax deduction in the same amount as is includable in the income of the grantee in the same year. Upon grant, if expressly permitted by the terms of the applicable Award agreement or with prior approval of the Compensation Committee, a grantee of restricted stock is given the option to make a Section 83(b) election, which allows the grantee to report the fair market value of the shares as ordinary income on the grant date, instead of the date they vest. In this case, we are entitled to a tax deduction in the same amount. If the grantee makes this election, dividends with respect to the restricted stock that are paid currently (rather than held subject to forfeiture) will not be treated as compensation, but rather as dividend income, the grantee will not recognize additional income when the shares of restricted stock vest, and the grantee’s holding period for purposes of determining gain or loss on a sale of the shares will begin on the grant date. The grantee will not be entitled to any deduction if, after making this election, they forfeit any of the shares of restricted stock. If shares of restricted stock are forfeited after this election is made, the grantee will not be entitled to a refund of the ordinary income tax paid on the shares. The grantee may, however, be entitled to receive a capital loss deduction upon forfeiture.

Sections 280G and 4999 of the Code provide that executive officers and directors, shareholders who hold significant equity interests, and certain other service providers may be subject to significant additional taxes if they receive payments or benefits that exceed certain prescribed limits in connection with a change of control of a company, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. The accelerated vesting of awards upon a change in control could result in a grantee being considered to receive “excess parachute payments” (as defined in Section 280G of the Code), which payments are subject to a 20% excise tax imposed on the grantee. If so, we would not be able to deduct any excess parachute payments.

The Company generally will be entitled to a tax deduction in connection with an award under the Amended and Restated 2018 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income, as described above. However, Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million paid in a taxable year by a publicly held corporation to its chief executive officer and certain other “covered employees.” We reserve the right to approve grants of awards for individuals that exceed the deduction limit of Section 162(m).

•Article Ninth involves approval of certain business combinations with interested shareholders or their affiliates. Interested shareholders include any person who beneficially owns, directly or indirectly, 10% or more of the Company’s voting stock, or has had such a beneficial ownership position within the two-year period immediately prior to the date in question. The business combinations addressed in Article Ninth include mergers or consolidations with an interested shareholder or with any other corporation that is, or after the merger or consolidation would be, an affiliate of the interested shareholder. The business combinations also include a transaction between the Company and an interested shareholder having a fair market value of $10 million or more, as well as any proposal to reclassify securities or reorganize the Company in a way that increases the proportionate share of outstanding securities of Company stock that the interested shareholder owns, directly or indirectly.

•To approve an enumerated business combination under Article Ninth, the affirmative vote of the holders of at least 80% of the voting power of the then-outstanding shares of Company capital stock entitled to vote generally in the election of directors, voting together as a single class, and a majority of disinterested directors. Similarly, to amend Article Ninth itself to change this voting standard requires the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of Company capital stock entitled to vote generally in the election of directors, voting together as a single class.

Under a simple majority voting standard, where only a majority of the votes cast for and withhold or against is required, a few large shareholders would have the power to approve actions that would significantly alter the governance of the Company, including its capitalization or organizational structure, that could negatively impact all shareholders. For example, if the proposal were implemented as proposed and only 50.1% of the shares then outstanding were voted at a shareholders’ meeting, holders of just 25.1% of our outstanding shares could approve significant corporate changes that could negatively impact the interests of the rest of our shareholders. In short, a small group of shareholders could act in their own self-interest and to the detriment of the Company’s other shareholders. Our Board believes that the existing voting standards should not be adjusted because they are in the best interest of our shareholders and the Company.

Our Board of Directors is responsible for supervision of the Company’s overall affairs. To assist it in carrying out its duties, the Board has delegated certain authority to several committees. See “Board Committees.” Following the 2024 annual meeting, if each of the nominees for director is elected at the annual meeting, the Board will consist of eight directors, including two employee directors, one former employee/consultant director and five independent directors, as defined by Rule 303A.02 of the New York Stock Exchange Listed Company Manual (“NYSE Rule 303A.02”). We anticipate that in the future, the Board may be able to affirmatively determine that Mr. Teed ( the former employee/consultant director nominee) is independent based on the NYSE rules, including NYSE Rule 303A.02 and general materiality tests. For the 2024-2025 term, the Company does not intend to designate Mr. Teed as a member of any standing committees that limit eligibility to independent directors.

The Board believes that having Mr. Marr serve as Executive Chair of the Board and having Mr. Moore serve as Chief Executive Officer is in the current best interests of Tyler and its shareholders. As Chief Executive Officer and President, Mr. Moore has full responsibility for the day-to-day leadership of Tyler’s operations. Mr. Marr and Mr. Moore communicate frequently with each other, and with the Board and management. This arrangement allows Mr. Moore to concentrate on executing and leading the Company’s strategic initiatives and business plans, incorporating the input he receives from Mr. Marr and the Board. It further allows Mr. Moore to address operational challenges in real time, consulting with Mr. Marr if and as needed. Mr. Marr, in turn, is able to provide consistent executive oversight and facilitate communication between management and the Board.

The Audit Committee oversees management of financial risks, information security risks, and Tyler’s overall policies with respect to risk assessment and risk management. As part of those responsibilities, the Audit Committee oversees an enterprise risk assessment that the Company’s internal audit team conducts and reports on to the Audit Committee. The Compensation Committee is responsible for overseeing the management of risks relating to Tyler’s executive compensation plans and arrangements. The Nominating and Governance Committee manages risks associated with Board independence and potential conflicts of interest, director succession and refreshment planning, and the Company’s environmental, social and governance (ESG) initiatives.

Our Board of Directors has determined, after considering all relevant facts and circumstances, that each of non-employee directors (Mr. Carter, Ms. Carter, Ms. Cline, Mr. Hawkins and Mr. Pope): (1) has no material relationship with us (either directly or as a partner, shareholder, or officer of an organization that has a relationship with us), and (2) is “independent” within the meaning of the New York Stock Exchange director independence standards currently in effect. In considering Mr. Teed’s director nomination, the Board noted that although more than three years have passed since Mr. Teed’s retirement from Tyler, Mr. Teed would not be considered independent under New York Stock Exchange Rules because he served as a part-time consultant to Tyler until August 31, 2021. Under that consulting agreement, he was paid a nominal salary; however, previously granted Tyler stock continued to vest under the terms of the Company’s 2018 Stock Incentive Plan. The value of that additional vesting exceeded $120,000. The Board believes that even as a non-independent director, Mr. Teed brings uniquely valuable business and industry experience that will benefit the Company and its shareholders. In addition, the Board believes that gaining experience as a non-independent Board member will help Mr. Teed be a more effective director if the Board in the future is able to affirmatively determine that he is independent.

Audit Committee Financial Expert. The Audit Committee charter requires, among other things, that the committee include at least one director who will qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. Our Board of Directors determined that Ms. Cline, 2023 Chair of the Audit Committee, possessed the attributes necessary to qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. The Board expects to propose that Ms. Cline continue as Chair of the Audit Committee in 2024, and she continues to possess these same attributes.

Pre-Approval Policies and Procedures for Audit and Non-Audit Services. The Audit Committee Charter requires that the Audit Committee pre-approve all of the audit and non-audit services performed by Tyler’s independent auditors. The purpose of these pre-approval procedures is to ensure that the provision of services by Tyler’s independent auditors does not impair their independence. Each year, the Audit Committee receives fee estimates from Tyler’s independent auditors for each category of services to be performed by the independent auditors during the upcoming fiscal reporting year. These categories of services include Audit Services, Audit-Related Services, Tax Services, and All Other Services. Upon review of the types of services to be performed and the estimated fees related thereto, the Audit Committee will determine which services and fees should be pre-approved for a period of twelve months. The Audit Committee may periodically review the list of pre-approved services based on subsequent determinations. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee (or a delegated member of the Audit Committee) prior to the performance of such service. Any proposed services exceeding the pre-approved cost levels will also require specific pre-approval by the Audit Committee (or a delegated member of the Audit Committee).

Compensation Committee. The Compensation Committee has responsibility for defining and articulating our overall compensation philosophy and administering and approving all elements of compensation for elected corporate officers, including annual salary, annual incentive compensation, and long-term incentive compensation. The Compensation Committee reports to shareholders as required by the SEC. See “Compensation Discussion and Analysis — Compensation Committee Report.” Members of the 2023 Compensation Committee were non-executive directors who were affirmatively determined by the Board of Directors, to satisfy the New York Stock Exchange director independence standards. For more information about the work of the Compensation Committee, see “Compensation Discussion and Analysis.” The Board of Directors expects to make that same determination for the proposed 2024 Compensation Committee members.

Director Nominating Process. The Nominating and Governance Committee is responsible for reviewing and interviewing qualified candidates to serve on our Board of Directors and to select both “independent” and management nominees for director to be elected by Tyler’s shareholders at each annual meeting. Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees. For more information about director nominee criteria and qualifications, see “Proposals for Consideration—Director Nominee Qualifications” and “Proposals for Consideration—Board Diversity.”

Throughout 2023, we employed Dane L. Womble, a brother of 2023-2024 director Dustin R. Womble. Dane L. Womble is the President of our Public Administration Group and received in excess of $120,000 in salary and bonus compensation in 2023 in exchange for services rendered. He was also granted restricted stock units with respect to 700 shares of our common stock, which vest over three years, and long-term PSUs with respect to 5,700 shares that are subject to a three-year performance condition. In addition, Dane L. Womble received other employee benefits on the same basis as other, similarly situated employees. Dane L. Womble’s total compensation is consistent with that of similarly situated employees and his compensation terms are established directly with him, independent of any relationship he has with Dustin R. Womble.

Throughout 2023, we employed Jennifer M. LeBlanc, a daughter of Executive Chair John S. Marr, Jr. Ms. LeBlanc served as a Vice President of Financial Planning and Analysis Management and received in excess of $120,000 in salary and bonus compensation in 2023 in exchange for services rendered. Ms. LeBlanc was also granted restricted stock units with respect to 1,100 shares of our common stock, which vest over four years. In addition, Ms. LeBlanc received other employee benefits on the same basis as similarly situated employees. Ms. LeBlanc’s total compensation is consistent with that of similarly situated employees, and her compensation terms are established directly with her, independent of any relationship she has with Mr. Marr.

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements (including but not limited to information security compliance), the independent auditor’s qualifications and independence, the performance of our independent auditors, the effectiveness of our disclosure controls and of our internal controls over financial reporting, and risk assessment and risk management. The Audit Committee manages the relationship with our independent auditors, who report directly to the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding from us for such advice and assistance, as determined by the Audit Committee.

The Audit Committee meets with the independent auditors, with and without management present, to discuss the overall scope and plans for the audits and the results of their examinations. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the accounting principles and such other matters as are required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also reviewed management’s report on internal control over financial reporting and the independent registered public accounting firm’s related opinions. In addition, the Audit Committee received from the independent auditors written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, and has discussed with the independent auditors, the independent auditors’ independence. The Audit Committee met five times during 2023.

In 2021, our Board of Directors adopted a standalone anti-bribery policy, setting forth our expectations of integrity and anti-bribery specific to Tyler’s foreign activities and international presence, consistent with the applicable provisions of the U.S. Foreign Corrupt Practices Act and other international anti-bribery laws that prohibit unlawful payments to secure unfair business advantages. The policy applies to the Company and all of its subsidiaries and each of their directors, officers, employees, agents and representatives. Potential or suspected violations are to be reported to a member of the Audit Committee or to our Chief Legal Officer.

Tyler is committed to compliance with all applicable securities laws and regulations, accounting standards, accounting controls, and audit practices. The Board of Directors adopted a standalone Whistleblower Policy, which is posted on our website and referenced in other Company documentation. That policy sets forth detailed procedures for the reporting of concerns or complaints regarding accounting, internal accounting controls, or auditing matters, including concerns around questionable accounting or auditing matters. Tyler does not permit retaliation of any kind for reporting a concern or complaint under the policy.

In 2018, our Board of Directors approved stock ownership guidelines, which were updated in 2022 to increase the ownership requirement applicable to directors. The guidelines are based on the Board’s belief that Tyler’s directors and executive officers should have a meaningful ownership stake in Tyler that will align their interests with Tyler’s shareholders and will promote sound corporate governance. The guidelines apply to non-employee members of the Board and designated executive officers of Tyler. The market value of shares each “covered person” is required to hold is equal to or greater than the ownership levels specified below, based on a multiple of executive officers’ base salary or non-employee directors’ annual cash retainer.

Compliance is evaluated once a year, as of the last day of each fiscal year. We expect each covered person to meet these guidelines within three years from their commencement of service with Tyler as a covered person. In the event of a promotion or an increase in base salary, annual cash retainer, or ownership requirement, the covered person is expected to meet the higher ownership amount within three years from the effective date of the promotion, salary, retainer change, or ownership requirement. Each of our covered persons is in compliance with the stock ownership guidelines as of December 31, 2023. A copy of the Stock Ownership Guidelines may be found on our website, www.tylertech.com.

Our insider trading policy (most recently adopted by the Board in 2023) prohibits our directors, officers, and employees (as well as family members and others living in a covered person’s household), from engaging in transactions in Tyler stock while in the possession of material non-public information, from disclosing material non-public information to unauthorized persons outside Tyler, and from “short selling” Tyler stock (or an interest in Tyler stock). The policy additionally includes a general blackout period for stock transactions beginning on the first business day after the end of each fiscal quarter through the close of trading on the second full business day after Tyler’s public earnings announcement.

In 2018, our Board approved an anti-hedging/pledging policy, which provides that the same non-employee directors and executive officers subject to the Stock Ownership Guidelines are prohibited from engaging in any hedging transaction that could reduce or limit that person’s holdings, ownership or interest in Company securities. Such transactions, while allowing the holder to own Tyler’s securities without the full risks and rewards of ownership, potentially separate the holder’s interests from those of our shareholders generally. In addition, those same covered persons are discouraged from pledging Company securities or from holding our securities in margin accounts and are prohibited from doing so to the extent of the Stock Ownership Guidelines. A copy of the Stock Anti-Hedging and Pledging Policy may be found on our website, www.tylertech.com.

We recognize the importance of corporate responsibility and take a thoughtful approach to our sustainability and governance programs, practices, and policies to maximize the benefit to Tyler, our stakeholders and the communities we impact. The Board is regularly briefed on Tyler’s environmental, social, and governance (ESG) initiatives, and the Nominating and Governance Committee is tasked with direct oversight responsibility for those activities. Tyler’s ESG disclosures are influenced by recognized frameworks including the Sustainability Accounting Standards Board Standards and the Global Reporting Initiative Standards. We also support actions of all 17 United Nations Sustainable Development Goals (UN SDGs) and believe our business can generate the most impact on SDG 9 (Industry, Innovation and Infrastructure), SDG 11 (Sustainable Cities and Communities), and SDG 16 (Peace, Justice and Strong Institutions). In 2023, Tyler placed in the 95th percentile of companies in the Software and Diversified IT Services industry in the S&P Global Corporate Sustainability Assessment.

During 2023, Tyler transformed its corporate responsibility reporting by implementing a data management and validation platform designed to further refine our processes and controls. Tyler’s cross-functional management committee (including executive leaders from Tyler’s finance, human resources, and legal disciplines) met regularly throughout 2023 to continue the coordination and communication of our ESG initiatives, among other things. More information can be found in our Corporate Responsibility Reports, which we make available on our website, www.tylertech.com/about-us/who-we-are/corporate-responsibility. Since 2021, those reports have also included EEO-1 data.

Tyler is committed to regular, proactive and responsive engagement with our shareholders and prospective investors, as we believe these are constructive conversations that build better understanding of stakeholder perspectives and support strong corporate governance. Over the course of 2023, Tyler leadership and members of our Board of Directors regularly engaged with shareholders on topics predominantly centered on our approach to enterprise risk management, board composition considerations, compensation practices, human capital development, talent recruitment, and overall progress on our corporate responsibility matters. The Chairs of our Compensation Committee and Nominating and Governance Committee were typically joined by our Chief Financial Officer, Chief Legal Officer, and/or Chief Human Resources Officer for those discussions. We also regularly welcomed investors and prospective investors at our corporate headquarters, where they typically met with our Chief Executive Officer, Chief Financial Officer, and/or Chief Operating Officer, along with other Company leaders.

Specific to compensation practices, our discussions focused on current levels of compensation and performance metrics used in providing short-term and long-term incentive compensation to our Named Executive Officers. At our 2023 Annual Meeting of Shareholders, our say-on-pay proposal received the support of over 97% of the votes cast. Our Board views this support as affirmation that our shareholders support our approach to Named Executive Officer compensation, that our policies are in alignment with our shareholders, and that they appropriately reflect our “pay for performance” philosophy. Based on engagement with shareholders and the high level of approval, the Compensation Committee determined that current executive compensation practices and those being considered for the future remain appropriate.

Another element of our open dialogue with shareholders is their input on our long-term business strategy and our overall sustainability practices. For example, in June 2023, we hosted an investor day where we welcomed 40 in-person attendees and nearly 215 participants who attended via livestream. The event featured presentations by our senior executives and members of our division leadership who discussed Tyler’s plans for its cloud transition and its strategic growth roadmap, including our mid- to long-term financial targets and capital allocation framework, all supporting what we refer to as our 2030 vision. Later in 2023, we conducted a Double Materiality Assessment through a robust internal and external stakeholder engagement effort to assess and rank the relevance of 26 ESG topics that we identified based on our business priorities and industry research. Over 150 stakeholders participated in the process, including our executive leadership, members of our Board of Directors, team members, shareholders, clients, suppliers, and business partners. Through surveys and interviews, we solicited valuable feedback and unique perspectives on potential ESG risks and opportunities for our organization, helping us to holistically prioritize material topics for our Company and to refine our corporate responsibility strategy.

In 2023, we achieved our key objectives for the year and both earnings and cash flow surpassed our expectations. We continued to accelerate our move to a cloud-first organization with increased cloud adoption from both new and existing clients. SaaS revenues grew 23.2% and comprised approximately 85% of the total new software contract value, compared to approximately 83% in 2022. In addition, we completed four strategic acquisitions: Computing System Innovations (CSI), Safeground Analytics, ResourceX, and ARInspect. These new offerings and the team members who support them help us expand AI capabilities across our product portfolios, bring enhanced functionality to our clients, and incorporate deep domain expertise.

Named Executive Officer compensation was reviewed by the Compensation Committee in multiple meetings leading into and during 2023. The Committee focused on aligning NEO compensation with Tyler’s 2030 vision and reflecting peer data, shareholder engagement, and the adjustments to our NEO employment agreements we recently undertook. With these factors in mind, the Committee eliminated the use of options, replacing the majority of NEO equity compensation with performance-based restricted stock units (“PSUs”) and providing for the limited use of restricted stock units (“RSUs”). In so doing, the Committee achieved a balance of 80% performance-based and 20% service-based compensation to the Named Executive Officers. As a result, 2023 compensation to our Named Executive Officers was approved as follows:

Element

Form of

Compensation

Purpose

2023 Metric

Service-Based

Compensation

Generally 20%

of Total Target Compensation

Base Salary

Cash

Provides competitive, fixed compensation to attract and retain executive talent with the specific skills and experience to drive continued growth

Base salary is a fixed component and changes to salary, when made, are dependent on individual performance, peer and market comparisons and retention goals

Annual Stock Grant

Restricted stock units (RSUs)

Supports retention and provides competitive annual compensation level to attract and retain executive talent

Provided as needed to maintain target ratio of service-based compensation (salary + RSUs) and approved by the Committee

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 shareholder value creation with significant Company equity stake linked to long-term, future Company performance

Achievement of 3-year Cumulative Recurring Revenue Growth, as recommended by the CEO and approved by the Compensation Committee

Performance- based restricted stock units (PSUs)

Achievement of 2025 Operating Margin, as recommended by the CEO and approved by the Compensation Committee


Our Philosophy						Our Practice


Our executive compensation program and practices are designed to reward for performance, not provide perquisites						Total Target Compensation for our Named Executive Officers is consistently set at or below levels within our peer group with the opportunity for increased compensation based on performance above planned growth goals.
						80% or more of total target compensation to our Named Executive Officers is performance-based compensation and between 85% and 90% of total target compensation is equity based and ‘at risk’.
						Our Named Executive Officers receive no material non-cash benefits, deferred compensation benefits, or other executive perquisites.
						Our Named Executive Officers participate in the same health and welfare benefits available to all employees of the Company and on the same terms as are broadly available.

We deliver pay for performance that consistently meets or exceeds expectations						Performance-based incentives are provided upon the achievement of annual growth and operational goals and long-term growth goals that increase shareholder value. The potential for additional compensation is linked to performance levels that exceed Board of Directors and shareholder expectations for performance and growth.

We administer our executive compensation programs and practices responsibly on behalf of our shareholders						Our Compensation Committee is comprised solely of independent directors.
						We maintain an executive compensation recovery policy and incentive compensation recovery policy as described further in the “Other Important Elements of our Executive Compensation” section.
						We maintain stock ownership guidelines, referenced in more detail in the “Stock Ownership Guidelines” section, which require our executives to hold a meaningful ownership stake in the Company.
						We design and administer our executive compensation program with caps and appropriate controls to ensure excessive risk taking is not incentivized as described in the “Other Important Elements of our Executive Compensation” section.
						Our 2018 Stock Incentive Plan does not permit stock option exchanges or repricing without shareholder approval.
						We maintain a Stock Anti-Hedging and Pledging Policy, described in the “Stock Anti-Hedging and Pledging Policy” section, to prohibit our executives from engaging in transactions that could reduce or limit their holdings, ownership or interest in Company securities and to discourage our executives from pledging Company securities or from holding Company securities in margin accounts.
						Since 2017, we have conducted an annual shareholder advisory vote on Named Executive Officer compensation and maintain ongoing outreach to our investors to understand their perspectives on our executive compensation program.
						Our Compensation Committee conducts an annual self-assessment.
						We do not provide excise tax payments or “gross ups” on future post-employment compensation to our Named Executive Officers if they become eligible for severance payments under the terms of their employment agreements.

In the course of carrying out its duties, the Compensation Committee consults with our human resources, finance, and legal departments to gather information regarding corporate and individual performance; peer and market comparator data; regulatory changes; and relevant financial, legal, and ESG best practices, among other things. The Compensation Committee reviews recommendations for performance measures and related target levels of pay for our Named Executive Officers, which are prepared by our Chief Human Resources Officer and presented in the context of our operational and long-term performance objectives, our compensation philosophy and objectives, and peer compensation data.

Each year, our Chief Human Resources Officer provides the Compensation Committee with data to support a review of the market competitiveness of our executive compensation relative to broad industry peers, which is described in detail below. In addition to a review of this information, the Compensation Committee considers the overall objectives of our executive compensation program and the elements of the program, including the mix of cash and stock-based compensation, the mix of short-term and long-term compensation, and the mix of performance-based and service-based compensation, to determine whether they are appropriate relative to operational objectives and long-term performance of the Company. The Compensation Committee may retain the services of compensation advisors for the purposes of assisting in the determination of executive compensation. In 2023, the Compensation Committee did not engage a consultant, instead relying on guidance provided in previous engagements. Our Named Executive Officers’ compensation is primarily composed of base salary, bonus, PSU grants, and RSU grants, and does not include more complex elements such as deferred compensation plans. Beginning in 2023, our Named Executive Officers’ compensation currently does not include option grants.

The Compensation Committee determines target total compensation for our Named Executive Officers after considering the Peer Group and Radford Survey data. The Committee does not apply a formula that ties our total compensation levels to specific market percentiles. The Committee does apply a general practice of setting target compensation at a target pay mix of 20% service-based compensation and 80% performance-based compensation. For the purposes of these targets, service-based compensation includes annual salary and the value of any restricted stock units at grant. Performance-based compensation includes the target value of the short-term stock incentive award and the long-term stock incentive award at grant; all of which require achievement of financial goals to be earned by the Named Executive Officers.

In 2022, the Committee conducted in-depth analysis of Named Executive Officer compensation as part of our multi-year business strategy and long-term growth goals, as well as the plan, previously communicated to shareholders in 2019, to eliminate the historic practice of granting equity associated with the legacy five-year employment agreements. With the final vesting of equity associated with the previous five-year grants set to occur in 2023, the Committee’s goal was to ensure that NEO compensation design and levels moving forward reward appropriately for the achievement of operational and long-term growth goals and align with governance best practices. The Committee conducted this work with the expectation that its decisions regarding 2023 NEO compensation would reflect our approach to NEO compensation moving forward, including:

In February 2023, 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. The Committee considered the overall objectives and the four elements of our executive compensation program, including the mix of cash and stock-based compensation, mix of short-term and long-term compensation, and mix of service-based and performance-based compensation to determine whether they are appropriate relative to operational objectives and long-term performance of the Company.

Annual salary is intended to provide competitive, fixed compensation to attract and retain executive talent with the skills and specific expertise needed to support the achievement of annual and long-term business objectives. Each year, the Compensation Committee approves the annual salaries for each of the Named Executive Officers, who may or may not receive a salary increase in any given year. In considering the annual salaries for the Named Executive Officers, the Committee reviews the Peer Group and Radford Survey, internal annual and multi-year business plans and performance, and general economic conditions in the context of our objectives for executive compensation.

The review and approval of increases by our Compensation Committee was based on multiple factors. First, the Committee reviewed the Peer Group and Radford Survey data, which included comparisons for comparable roles in similar-sized companies with annual revenues between $900 million and $2.6 billion. The Compensation Committee also considered individual and Company performance in the previous fiscal year and against multi-year goals including Tyler’s growth in revenue, operating margin, and earnings per share. In addition, the Compensation Committee considered executive experience and retention as well as the balance between service-based and performance-based, compensation as part of an executive’s overall compensation mix while maintaining total target compensation at or below Peer Group and Radford Survey benchmarks. This includes an evaluation of the impact of annual salary increases on annual incentive compensation and total compensation. The 2023 annual salary approved by the Committee for Mr. Moore was 10% below both the Tyler Peer Group and Radford survey median. The 2023 approved annual salary for Mr. Miller was 11% below the Tyler Peer Group median and 15% below the Radford Survey median. There are no peers to our COO in the Tyler Peer Group; however, the 2023 approved annual salary for Mr. Puckett was 23% below the Radford Survey benchmark for COOs.

While our short-term incentive compensation plan is based on a given year’s non-GAAP earnings per share, setting the criteria for full achievement of the target bonus from year to year is based on a multi-year view of appropriate growth levels. In other words, 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. The short-term incentive plan is based on our operating plan, which is driven by our multi-year plan and developed from the “bottom-up,” considering a wide range of factors that impact our results (the general economic environment; our market, competitive landscape, initiatives and investments; and various other risks and opportunities).

Each year, the Compensation Committee approves the vesting of short-term incentive compensation for the prior fiscal year based on the achievement of pre-defined 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 pre-defined 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.

In February 2023, the Compensation Committee approved the 2023 Short-Term Incentive Plan recommended by the Chief Executive Officer, which 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, and consistent with the chart above. The 2023 Short-Term Incentive Plan performance objectives for the Named Executive Officers were similar to other corporate employees’ incentive compensation plans and tied to similar goals, the main difference being the size of the target incentive award in relation to base salary. We believe that the percentage of compensation that is based on our performance should increase with an employee’s level within the Company up to and including executive management. Target incentives are therefore determined based on experience, level of responsibility, and retention risk.

Long-term equity incentives for 2023 were 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 cliff-vest at the end of three years upon the achievement of defined performance measures as determined by the Compensation Committee. RSUs vest one-third each year over three years from grant date. Through the use of equity incentives, a significant portion of potential 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. In 2023, long-term PSUs represented approximately 70% of target total compensation to our Named Executive Officers. PSUs and RSUs are granted on or about March 1 after performance metrics have been established.

For 2023, the Compensation Committee approved grants of PSUs for 2,810 shares for Mr. Marr; 20,306 shares for Mr. Moore; 9,542 shares for Mr. Miller; and 5,934 shares for Mr. Puckett. This represents an increase in PSUs granted in 2022 versus 2021 of 2,810; 13,806; 5,792; and 3,434 shares, respectively. This increase was due to the elimination, at the present time, of the previous practice of granting stock options in addition to PSUs. The Committee felt the increased number of shares and resulting 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.

In approving equity grants to the NEOs, the Compensation Committee considered many factors, including the position of our Named Executive Officers’ total compensation relative to the Peer Group and Radford Survey comparators, long-term growth goals and potential future financial performance, each Named Executive Officer’s experience and level of responsibility, and the retention of each Named Executive Officer. The Compensation Committee does not have a set formula to determine which of these factors is more or less important, and the specific factors used and their weighting may vary among individual executives. The Compensation Committee also periodically reviews ISS guidelines as to the appropriate level of share-based awards granted for companies of similar characteristics.

The mix of the four key elements of 2023 Named Executive Officer compensation is designed to align a substantial portion of executive pay with the achievement of performance goals and increased value to Tyler shareholders. While annual salaries are intended to be fixed and certain, the other elements only have value if performance goals are achieved or adjusted earnings per share goals are met and if the value of our common stock increases. We believe that having a larger measure of key pay elements based on achievement of key financial goals responsibly motivates and challenges our Named Executive Officers to achieve positive returns for our shareholders. For 2023, the proportion of pay at risk for our Named Executive Officers was as follows:

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 2024 Incentive Compensation Plan, the Company must achieve 2024 non-GAAP earnings per share between $8.95 and $9.099, as adjusted to exclude write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, 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 $8.61.

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.

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 2024, 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 2024.

1.Includes non-GAAP recurring revenue from an acquisition when total acquired company recurring revenue is less than or equal to 3% of Tyler recurring revenue. For an acquisition with recurring revenue run rate at the time of acquisition that is greater than 3% of Tyler recurring revenue, includes recurring revenue from the acquisition that is equal to 3% of Tyler recurring revenue at the time of acquisition. Adjusted recurring revenue determined as non-GAAP 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”).

RSUs. For 2024, the Compensation Committee 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.

We had historically executed five-year employment agreements with our Named Executive Officers based on our belief that these agreements were in the best interests of our shareholders. These agreements also included equity grants that vested over the term of the employment agreements. In 2019, based on engagement with shareholders, we made the decision no longer to provide equity grants with the execution of employment agreements. In 2022, we also 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 2023, per their terms, for a one-year renewal term. 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 2024, as discussed in above in “2024 Named Executive Officer Compensation.” These executives will 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 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. This was a material change from the “single trigger” change in control severance provision in the now-superseded 2018 employment agreements. 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.

Accountability is one of our fundamental Company values. To reinforce this value through our executive compensation program, the Board of Directors adopted an Executive Compensation Recovery Policy in February 2010. The policy applies to our Named Executive Officers, group and division presidents, senior financial management, and other key financial employees, and is included in the compensation plans for each such individual. Under this policy, if, in the opinion of the independent directors of the Board, an executive engages in fraud or intentional misconduct that causes a material restatement of our financial statements, then the independent directors shall have the discretion to use their best efforts to remedy the misconduct and prevent its recurrence. Based upon the facts and circumstances surrounding the restatement, the independent directors may direct the Company to recover all or a portion of any bonus or incentive compensation paid, adjust the future compensation of the executive, and dismiss, or take legal action against, the executive, in each case as the independent directors determine is in the Company’s best interests. The remedies that may be sought by the independent directors are subject to a number of conditions, including that: (1) the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated; (2) the executive in question engaged in fraud or intentional misconduct; and (3) the bonus or incentive compensation calculated under the restated financial results is less than the amount actually paid or awarded.

The 2018 Stock Incentive Plan includes a “clawback/forfeiture” provision pursuant to which the Compensation Committee may provide in any equity incentive award agreement that (1) the Compensation Committee may in its discretion cancel the award if the holder of the award engages in certain defined detrimental activity, and/or (2) the holder of an award is required to repay any amount in excess of what the holder should have received, whether by reason of a financial restatement, mistake in calculations, administrative error, or otherwise. In addition, all awards would be subject to reduction, cancellation, forfeiture, or recoupment as required under applicable law.

Our compensation program is designed not to incentivize excessive risk taking by allocating an appropriate balance between the four compensation elements. The annual salary component of compensation is a fixed amount and is therefore not subject to or influenced by risk taking. Our annual incentive compensation is principally focused on short-term performance goals established with consideration to building long-term shareholder value (non-GAAP earnings per share, which excludes write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, employer portion of payroll taxes on employee stock transactions, acquisition-related costs, and expenses associated with the amortization of acquisition intangibles arising from business combinations). Our long-term incentive compensation is based on the achievement of three-year revenue growth and operating margin goals and long-term stock price growth through the grant of long-term PSUs and RSUs. Both our annual and long-term incentive compensation plans are graduated scale plans rather than based on “all or nothing” performance, and both include caps on maximum earned awards, which reduces the incentive for excessive risk taking.


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	2023	300,000	—	899,482	—	—	—	7,500	1,206,982
	2022	300,000	—	—	817,425	—	—	7,500	1,124,925
	2021	300,000	—	—	848,886	—	—	8,302	1,157,188
H. Lynn Moore, Jr. President and Chief Executive Officer	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
	2021	525,000	—	3,015,250	2,037,325	—	—	12,430	5,590,005
Brian K. Miller Executive Vice President, Chief Financial Officer and Treasurer	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
	2021	400,000	—	2,070,008	1,358,216	—	—	12,409	3,840,633
Jeffrey D. Puckett, Chief Operating Officer	2023	325,000	—	2,555,722	—	—	—	7,542	2,888,264
	2022	300,000	—	1,336,325	708,435	—	—	6,174	2,350,934
	2021	300,000	—	1,391,068	531,969	—	—	6,497	2,229,534

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 12 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, 2023, 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.

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”:

“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, and 2022.

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, 2023, 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 7,324 employees as the sum of the following amounts:

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 2023 Summary Compensation Table included in this Proxy Statement. The total annual compensation calculated for our CEO was $9,028,592 and for our median employee was $98,551. The resulting ratio for our CEO’s pay compared with the pay of our median employee for 2023 is 91.6 to 1.


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.	3/1/2023			703	1,405	2,108
	3/1/2023			703	1,405	2,108
H. Lynn Moore, Jr.	3/1/2023			—	3,124	—
	3/1/2023			5,077	10,153	15,230
	3/1/2023			5,077	10,153	15,230
	3/1/2023			843	2,108	3,689
Brian K. Miller	3/1/2023			—	1,390	—
	3/1/2023			2,386	4,771	7,157
	3/1/2023			2,386	4,771	7,157
	3/1/2023			531	1,327	2,322
Jeffrey D. Puckett	3/1/2023			—	781	—
	3/1/2023			1,484	2,967	4,451
	3/1/2023			1,484	2,967	4,451
	3/1/2023			406	1,015	1,776

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 2023. 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.


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.	3/1/2023							2,810	1,174,917
	12/1/2022	1,250	2,500	352	12/1/2032
	6/1/2022	1,250	2,500	346	6/1/2032
	12/1/2021	2,500	1,250	502	12/1/2031
	6/1/2021	2,500	1,250	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
	12/1/2018	1,250	—	193	12/1/2028
	6/1/2018	11,250	—	232	6/1/2028
	2/26/2018	105,000	—	206	2/26/2028
	6/1/2017	583	—	171	6/1/2027
H. Lynn Moore, Jr.	3/1/2023					3,124	1,306,207
	3/1/2023							2,108	881,397
	3/1/2023							10,153	4,245,172
	3/1/2023							10,153	4,245,172
	3/1/2022							6,500	2,717,780
	3/1/2021							5,000	2,090,600
	12/1/2022	3,333	6,667	352	12/1/2032
	6/1/2022	3,333	6,667	346	6/1/2032
	12/1/2021	6,000	3,000	502	12/1/2031
	6/1/2021	6,000	3,000	402	6/1/2031
	12/1/2020	11,250	—	432	12/1/2030


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) ($)


H. Lynn Moore, Jr.	6/1/2020	11,250	—	376	6/1/2030
	12/1/2019	11,250	—	290	12/1/2029
	6/1/2019	11,250	—	213	6/1/2029
	12/1/2018	11,250	—	193	12/1/2028
	6/1/2018	11,250	—	232	6/1/2028
	2/26/2018	112,000	—	206	2/26/2028
	12/1/2017	25,000	—	182	12/1/2027
Brian K. Miller	3/1/2023					1,390	581,187
	3/1/2023							1,327	554,845
	3/1/2023							4,771	1,994,851
	3/1/2023							4,771	1,994,851
	3/1/2022							3,750	1,567,950
	3/1/2021							3,333	1,393,594
	12/1/2022	1,666	3,334	352	12/1/2032
	6/1/2022	1,666	3,334	346	6/1/2032
	12/1/2021	4,000	2,000	502	12/1/2031
	6/1/2021	4,000	2,000	402	6/1/2031
	12/1/2020	7,500	—	432	12/1/2030
	6/1/2020	7,500	—	376	6/1/2030
	12/1/2019	7,500	—	290	12/1/2029
	6/1/2019	7,500	—	213	6/1/2029
	6/1/2018	2,000	—	232	6/1/2028
Jeffery D. Puckett	3/1/2023					781	326,552
	3/1/2023							1,015	424,392
	3/1/2023							2,967	1,240,562
	3/1/2023							2,967	1,240,562


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) ($)


Jeffery D. Puckett	3/1/2022							2,500	1,045,300
	3/1/2021							2,350	982,582
	12/1/2022	1,083	2,167	352	12/1/2032
	6/1/2022	1,083	2,167	346	6/1/2032
	12/1/2021	1,566	784	502	12/1/2031
	6/1/2021	1,566	784	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
	12/1/2015	6,250	—	177	12/1/2025
	6/1/2015	2,250	—	121	6/1/2025
	12/15/2014	2,250	—	109	12/15/2024

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 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.


	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.	600,000	19,803	636,608	649,169	600,000	19,803	636,608	649,169
H. Lynn Moore, Jr.	1,350,000	19,803	1,681,494	6,613,175	1,350,000	19,803	1,681,494	6,613,175
Brian K. Miller	850,000	15,132	909,103	3,229,909	850,000	15,132	909,103	3,229,909
Jeffrey D. Puckett	650,000	9,075	501,437	2,024,302	650,000	9,075	501,437	2,024,302

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

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 2024

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

Discretionary vote

Proposal Four

Approval of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan

Majority of shares present in person or represented by proxy

FOR

Counted as “AGAINST”

No effect

Proposal Five

Shareholder Proposal Regarding a Simple Majority Vote

66.67% of shares present in person or represented by proxy

AGAINST

Counted as “AGAINST”

No effect

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 Proposal One, FOR Proposal Two, FOR Proposal Three, FOR Proposal Four, and AGAINST Proposal Five.

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 (election of directors), Two (advisory vote on executive compensation), Four (amended and restated 2018 Stock Incentive Plan), and Five (shareholder proposal regarding simple majority vote) 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.

Our bylaws govern the submission of nominations for director or other business proposals that a shareholder wishes to have considered at a meeting of shareholders, but which are not included in Tyler’s proxy statement for that meeting. Under our bylaws, nominations for director or other business proposals to be addressed at our next annual meeting may be made by a shareholder entitled to vote who has delivered a notice to the Corporate Secretary not less than 90 days (February 7, 2025) nor more than 120 days (January 9, 2025) prior to the anniversary date of the immediately preceding annual meeting. The notice must contain the information required by the bylaws.

1.Restatement of the Prior Plan. The purpose of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan is to amend and restate the Tyler Technologies, Inc. 2018 Stock Incentive Plan which was originally effective as of May 9, 2018 (the “Prior Plan”). This Amended and Restated Plan will provide a means through which the Company and its Affiliates may attract and retain key personnel and provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

(f)“Cause” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Cause”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; (D) material violation of the written policies of the Service Recipient, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or

(i)the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company or any Affiliate, (2) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, or (3) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);

(ii)during any period of 24 months, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(o)“Disability” means, as to any Participant, unless the applicable Award agreement states otherwise, (i) “Disability”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company in its sole and absolute discretion.

(r)“Eligible Person” means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or one of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or one of its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award agreement or who has received written notification from the Committee or its designee that they have been selected to

(u)“Fair Market Value” means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee (in a manner consistent with Section 409A of the Code) in good faith to be the fair market value of the Common Stock.

(b)Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer,

(c)Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any Person or Persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons who are Non-Employee Directors or otherwise are subject to Section 16 of the Exchange Act.

(e)No member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding

upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(b)Awards granted under the Plan shall be subject to the limitations in this Section 5(b). Subject to Section 10 of the Plan, no more than 14,100,000 shares of Common Stock shall be available for Awards under the Plan (the “Absolute Share Limit”), which includes (i) 4,600,000 shares of Common Stock approved in connection with this amendment and restatement and (ii) 9,500,000 shares of Common Stock approved under the 2018 Stock Incentive Plan. No more than 14,100,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the “ISO Limit”). Each share of Common Stock that is issued as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards shall reduce the Absolute Share Limit by two and one-half (2.5) shares. The payment of stock dividends and dividend equivalents settled in shares of Common Stock in conjunction with outstanding Awards shall not be counted against the total number of shares available for issuance or delivery under the Plan.

Substitute Awards shall not be counted against the Absolute Share Limit; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.

(a)General. Each Option granted under the Plan shall be evidenced by an Award agreement, in written or electronic form, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b)Limitations on Incentive Stock Options. The aggregate Fair Market Value (determined as of the date of grant of an Option) of Common Stock which any Employee is first eligible to purchase during any calendar year by exercise of Incentive Stock Options granted under the Plan and by exercise of incentive stock options (within the meaning of Section 422 of the Code) granted under any other incentive stock option plan of the Company or an Affiliate shall not exceed $100,000. If the Fair Market Value of stock with respect to which all incentive stock options described in the preceding sentence held by any one Participant are exercisable for the first time by such Participant during any calendar year exceeds $100,000, the Options (that are intended to be Incentive Stock Options on the date of grant thereof) for the first $100,000 worth of shares of Common Stock to become exercisable in such year shall be deemed to constitute incentive stock options within the meaning of Section 422 of the Code and the Options (that are intended to be

(c)Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(i)Options shall vest and become exercisable in such manner and on such date or dates as determined by the Committee; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason. Options shall expire upon a date determined by the Company, not to exceed ten years (the “Option Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.

(ii)Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of (A) a Participant’s Termination by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall become fully vested and all Options held by such Participant shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for 90 days thereafter (but in no event beyond the expiration of the Option Period). Notwithstanding the foregoing, the Committee may in its sole discretion extend the post-Termination exercise period for any vested Option, but in no event beyond the expiration of the Option Period.

notice of exercise (or telephonic instructions to the extent provided by the Committee) to the Company (or to a Person designated to act on its behalf) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or by surrendering for cancellation Qualifying Shares valued at the Fair Market Value at the time the Option is exercised, (provided that such surrender does not result in an accounting charge for the Company), including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Qualifying Shares in lieu of actual surrender of such shares to the Company; provided, that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, through a “margin” commitment from the Participant and an FINRA Dealer whereby the Participant elects to exercise the Option and to pledge the shares of Common Stock so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the exercise price, and whereby the FINRA Dealer commits upon receipt of such shares of Common Stock to forward the exercise price directly to the Company; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price and all applicable withholding (at not greater than the maximum statutory withholding rate) and any other applicable taxes. Any fractional shares of Common Stock shall be settled in cash.

Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(b)Formula Grants to Directors. Each Non-Employee Director shall receive an initial grant of Restricted Stock Units and thereafter an annual grant of Restricted Stock Units. The initial grant upon a Non-Employee Director’s initial election or appointment to the Board shall have a grant date value not to exceed $600,000. If the initial election or appointment to the Board occurs on a date other than the annual meeting of stockholders, the director may receive, in whole or in part, a prorated initial grant based on the partial year of Board service, any such proration to be determined by the Compensation Committee in its sole discretion. Each annual grant, upon re-election to the Board, shall be awarded on the date of each annual meeting of stockholders and shall have a grant date value not to exceed $300,000. Grants to all Non-Employee Directors vest on the first anniversary of the grant date. Notwithstanding the foregoing, the Committee in its discretion may determine not to make an initial or annual grant under the Plan to a Non-Employee Director.

Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable; and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 12(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 8 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock; provided that if the lapsing of restrictions with respect to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than or in addition to the passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and issued (without interest) to the Participant within 15 days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(ii)Unless otherwise provided by the Committee, whether in an Award agreement or otherwise, in the event of (A) a Participant’s Termination by the Service Recipient for Cause, all outstanding unvested Restricted Stock and unvested Restricted Stock Units granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination by reason of death or Disability, the Restricted Period with respect to all unvested shares of Restricted Stock and unvested Restricted Stock Units shall expire and such Awards shall fully vest; and (C) a Participant’s Termination for any other reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (i) all vesting with respect to such Participant’s Restricted Stock Units shall cease; and (ii) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.

(i)Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

(ii)Unless otherwise provided by the Committee in an Award agreement or otherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance of shares of Common Stock (or cash or part shares of Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award agreement, the holder of

outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.

9.Other Stock-Based Awards. The Committee may issue unrestricted Common Stock, rights to receive grants of Awards at a future date, or other Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

10.Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock; or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of the following:

(i)adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (2) the Exercise Price with respect to any Award; or (3) any applicable performance measures;

(iii)cancelling any one or more outstanding Awards and causing to be paid to the holders holding vested Awards (including any Awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option over the aggregate Exercise Price of such Option (it being understood that, in such event, any Option having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that without the approval of the stockholders of the Company, outstanding Options may not be cancelled in exchange for cash, Options or other stock awards with an exercise price that is less than the exercise price of the original Options;

provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 10 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 10 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price). In addition, prior to any payment or adjustment contemplated under this Section 10, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his Awards; (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock; and (C) deliver customary transfer documentation as reasonably determined by the Committee.

(a)Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in generally accepted accounting principles (GAAP) to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or Section 10 of the Plan); or (iii) it would materially modify the requirements for participation in the Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 11(b) of the Plan without stockholder approval.

(b)Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively (including after a Participant’s Termination); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 10 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option; (ii) the Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Exercise Price) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

(a)Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto. For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of the Company.

(i)Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii)Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated

(iii)The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(c)Dividends and Dividend Equivalents. The Committee in its sole discretion may provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided, that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options; or (ii) unearned Awards subject to performance conditions (other than or in addition to the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned Awards and paid within 15 days after such Awards are earned and become payable or distributable).

(i)A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property issuable or deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding or any other applicable taxes.

(ii)Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the issuance of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the maximum statutory withholding liability.

(e)No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or any Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(g)Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(h)Termination. Except as otherwise provided in an Award agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant’s undergoes a Termination of employment, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(i)The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 8 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to

(ii)The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (B) the aggregate Exercise Price (in the case of an Option) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(k)No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(l)Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(n)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(r)Severability. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

i.Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

ii.Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

iii.Unless otherwise provided by the Committee in an Award agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

(u)Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.


						Page
General Information						1
Proposals						1
Director Nominees						2
Corporate Governance Facts: At A Glance						2
Compensation Facts: At A Glance						3
Securities Ownership Of Certain Beneficial Owners And Management						5
Security Ownership of Directors and Management						5
Delinquent Section 16(a) Reports						6
Proposals For Consideration						8
Proposal One – Election of Directors						8
Director Nominees and Executive Officers						12
Proposal Two – Advisory Approval of Our Executive Compensation						20
Proposal Three – Ratification of Our Independent Auditors for Fiscal Year 2024						21
Proposal Four – Approval of the Amended and Restated Tyler Technologies, Inc. 2018 Stock Incentive Plan						22
Proposal F ive – Sha reholder P ropos al Regarding a Simple Ma j ority Vote						31
Operations Of The Board And i ts Committees						35
General Information						35
Board Leadership Structure						35
The Board’s Role in Risk Oversight						36
Board and Committee Independence						36
Meetings of the Board of Directors and Committees						37
Annual Self-Evaluations						37
Board Committees						37
Non-Employee Director Compensation						39
Director & Officer Liability Insurance						41
Communications with Our Board of Directors						41
Certain Relationships And Related Transactions						42
Report o f t he Audit Committee						43
Corporate Governance Principles						44
Corporate Governance Guidelines						44
Code of Business Conduct and Ethics						44
Anti-Bribery Policy						45


	2023 ($)	2022 ($)

Audit Fees	4,164,300	3,596,900
Audit-Related Fees	768,000	620,000
All Other Fees	—	—
Tax Fees	557,000	272,950
Total	5,489,300	4,489,850


Current Awards Outstanding(1)

Total shares underlying options outstanding	1,108,589
Weighted average exercise price of outstanding options	$	234.79
Weighted average remaining contractual life of outstanding stock options, in years	4.27
Total shares underlying full value awards	679,346
Number of securities remaining available for future issuance under equity compensation plan	182,335


	Options (#)	RSUs (#)	Performance- Based RSUs (#)	Weighted Average Shares Outstanding (#)	Burn Rate (%)

2021	87,300	202,401	37,566	40,848,270	0.80
2022	90,300	172,188	67,504	41,543,533	0.79
2023	—	225,395	129,543	42,023,671	0.84


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights as of December 31, 2023 (#)	Weighted average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in initial column as of December 31, 2023) (#)

Equity compensation plans approved by shareholders
2018 Stock Option Plan	1,870,812	283.09	456,556
Employee Stock Purchase Plan	9,997	355.40	525,881
Equity compensation plans not approved by shareholders	—	—	—


Filed by the Registrant ☒									Filed by a Party other than the Registrant ☐


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


						Page
Whistleblower Policy						45
Stock Ownership Guidelines						45
In sider Trading Polic y						46
Rul e 10 b 5-1 Plan s						46
Stock Anti-Hedging and Pledging Policy						46
Corporate Responsibility						47
Shareholder Engagement						48
Compensation Discussion And Analysis						49
Executive Summary						49
202 3 Business Highlights						49
202 3 Executive Compensation Summary						50
Compensation Philosophy And Objectives						52
Elements of Executive Compensation						52
Executive Compensation Related Policies and Practices						53
Process For Setting Executive Compensation						54
Role of our CEO and the O ther Named Executive Officers						54
Factors Considered in Setting Executive Compensation						55
Peer Group						55
Analysis Of Named Executive Officer Compensation						57
202 3 Named Executive Compensation Structure and Process						57
202 4 Named Executive Officer Compensation						64
Benefits						66
Employment Agreements						67
Other Important Elements of Our Executive Compensation						68
Compensation Committee Report						69
Compensation Committee Interlocks and Insider Participation						69
Executive Compensation						70
Summary Compensation Table						70
Pay Versus Performance						71
CEO Pay Ratio						74
Grants of Plan-Based Awards in 2023						75
Outstanding Equity Awards at Year-End						76
Option Exercises and Stock Vested						79
Potential Payments under Employment Agreements						79
Other Helpful Information						80
Shareholder Proposals						82
A p pend ix A - Amended and Restated Ty ler Technologies, Inc. 20 18 Stock Incentive Plan						A-1




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


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)(2)

Glenn A. Carter	117,500	249,883	367,383
Brenda A. Cline	115,000	249,883	364,883
Ronnie D. Hawkins	82,500	249,883	332,383
Mary L Landrieu	95,000	249,883	344,883
Daniel M. Pope	100,000	249,883	349,883
Dustin R. Womble	60,000	249,883	309,883


Name	Number of Stock Options (#)	Number of Stock Awards (#)

Glenn A. Carter	15,000	643
Brenda A. Cline	10,000	643
Ronnie D. Hawkins	—	643
Mary L. Landrieu	—	643
Daniel M. Pope	—	643
Dustin R. Womble	—	643


Covered Person Position			Stock Ownership Guideline

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


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


	Revenue	Market Capitalization	TSR(1y) (%)	TSR(3y) (%)
	(in millions) ($)

Tyler Technologies, Inc.	1,592	22,043	23.2	42.5
Peer Group Average	1,587	15,615	1.0	24.0


Name	Increase (%)	2022 ($)	2023 ($)

John S. Marr, Jr.	—	300,000	300,000
H. Lynn Moore, Jr.	12.5	600,000	675,000
Brian K. Miller	2.4	415,000	425,000
Jeffrey D. Puckett	8.3	300,000	325,000


			5101 Tennyson Parkway, Plano, Texas 75024


						Table of Contents


						Table of Contents


Annual Incentive Metric			Rationale for Metric


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


			Percentage of EPS Goal (%)						Percentage of Target Award Earned (%)

			107.9 and above						175
			107.4 to 107.89						170
			106.9 to 107.39						165
			106.4 to 106.89						160
			105.8 to 106.39						155
			105.3 to 105.79						150
			104.8 to 105.29						145
			104.2 to 104.79						140
			103.7 to 104.19						135
			103.2 to 103.69						130
			102.6 to 103.19						125
			102.1 to 102.59						120
			101.6 to 102.09						115
			101.1 to 101.59						110
			100.5 to 101.09						105
			100.0 to 100.49						100
			99.5 to 99.99						95
			98.9 to 99.49						90
			98.4 to 98.89						85
			97.9 to 98.39						80
			97.4 to 97.89						75
			96.8 to 97.39						70
			96.3 to 96.79						65
			95.8 to 96.29						60
			95.2 to 95.79						55
			94.7 to 95.19						50
			94.2 to 94.69						45
			93.6 to 94.19						40
			Less than 93.6						0


3-Year Cumulative Recurring Revenue Growth(1)			Percentage of PSUs to be earned and eligible for vesting (%)

Under 28.9%			—
28.9% to 32.89%			50
32.9% to 36.89%			80
36.9% to 42.89%			100
42.9% to 46.89%			120
46.9% and above			150


2025 Operating Margin(1)			Percentage of PSUs to be earned and eligible for vesting (%)

Under 23.5%			—
23.5% to 23.99%			50
24.0% to 24.49%			80
24.5% to 25.49%			100
25.5% to 25.99%			120
26.0% and above			150


	PSUs (Recurring Revenue)	PSUs (Operating Margin)	RSUs
Name	March 1, 2023	March 1, 2023	March 1, 2023

John S. Marr, Jr.	1,405	1,405	—
H. Lynn Moore, Jr.	10,153	10,153	3,124
Brian K. Miller	4,771	4,771	1,390
Jeffrey D. Puckett	2,967	2,967	781


Name			Percentage of total stock incentive awards (%)

John S. Marr, Jr.			1
H. Lynn Moore, Jr.			6
Brian K. Miller			3
Jeffrey D. Puckett			2


		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	10	10	70
Jeffrey D. Puckett	12	8	12	68


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 48.14%			120
48.15% and above			150


2026 Net 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


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)($)

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)	107	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


Adjustments to determine Compensation Actually Paid for PEO	2023 ($)	2022 ($)	2021 ($)	2020 ($)

Total reported in Summary Compensation Table (SCT)	9,028,592	6,197,162	5,590,005	4,692,182
Less, value of stock & option awards reported in SCT	(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	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	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	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”	14,199,773	(3,366,114)	14,936,995	13,125,021


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


	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.	42,000	9,281,878	7,200	2,354,760
H. Lynn Moore, Jr.	4,417	685,514	15,254	4,942,108
Brian K. Miller	25,500	5,309,662	7,820	2,526,095
Jeffrey D. Puckett	—	—	3,273	1,051,451

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	TYLER TECHNOLOGIES, INC.
Entity Central Index Key	0000860731