Andrew D. Teed
TYLER TECHNOLOGIESAbout Andrew D. Teed
Andrew D. Teed, age 53, is an independent director of Tyler Technologies (TYL) since 2024. He is CEO of ECO Parking Technologies and previously spent nearly 20 years at Tyler in senior leadership roles; he is a Certified Public Accountant (inactive). As of the 2025 annual meeting, he is completing his first year of board service; the board has determined his independence under NYSE standards following the expiration of look-back periods related to a post-retirement consulting arrangement that ended August 31, 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyler Technologies | President, Enterprise Group (responsible for 3 divisions) | 2015–2020 | Led operations across divisions; retired Feb 2020; consultant until Aug 31, 2021 |
| Tyler Technologies | Senior finance manager; various senior leadership roles | ~2000s–2015 | Finance and operational leadership |
| Arthur Andersen | Auditor | ~6 years | CPA foundation; financial reporting discipline |
| Optcom Manufacturing (Silicon Valley) | Controller | ~2 years | Operational finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECO Parking Technologies | Chief Executive Officer | Current | CEO of integrated lighting and parking guidance company with cloud reporting |
| Two early-stage businesses (Indianapolis area) | Board member | Current | Early-stage private boards (names not disclosed) |
Board Governance
- Independence: Board determined Teed is independent under NYSE Rule 303A.02 for 2025; in 2024 he was not considered independent due to a post-retirement consulting arrangement ending Aug 31, 2021 and vesting value >$120,000, but more than three years have now elapsed (and five-year look-back for retirement also elapsed) .
- Committees: No committee assignments in 2024; not listed on Audit, Compensation, Nominating & Governance, or Executive Committees .
- Attendance: Board held four meetings in 2024; all directors in the 2024–2025 term attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting and intend to attend 2025 .
- Board structure: Separate Chair/CEO; Lead Independent Director appointed; independent director executive sessions at least twice annually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard, non-employee director) | $60,000 | Board-approved component for non-employee directors (Lead Independent Director $85,000) |
| Committee retainers (standard) | Audit chair $30,000; Audit member $15,000; Compensation chair $25,000; Compensation member $12,500; NGC chair $20,000; NGC member $10,000 | Paid quarterly |
| Andrew D. Teed — Fees earned in 2024 | $45,000 | Actual cash fees received for 2024; reflects service period/structure |
Performance Compensation
| Equity grant | Grant date | Units | Grant date fair value | Vesting | Type/metrics |
|---|---|---|---|---|---|
| Annual director equity (Andrew D. Teed) | May 9, 2024 | 518 RSUs | $249,593 | One-year, settles in shares on first anniversary | Time-based RSUs; no options; no director PSUs disclosed |
| Standard director equity (program) | Annual | N/A | $250,000 | One-year | Annual RSUs valued at $250,000 for each non-employee director |
No performance-based director compensation metrics (e.g., PSUs) are disclosed for non-employee directors; equity is time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company | Public company? | Role | Potential interlock/conflict |
|---|---|---|---|
| ECO Parking Technologies | No (not disclosed as public) | CEO | No Tyler-related transactions disclosed |
| Two early-stage Indianapolis businesses | No (private) | Director | Not named; no Tyler-related transactions disclosed |
Expertise & Qualifications
- CPA (inactive) with six years at Arthur Andersen; controller experience; nearly two decades of public sector software operations at Tyler; current CEO in cloud-enabled hardware/software domain .
- Highlights include operational leadership, public sector market knowledge, and cloud technology understanding; member of AICPA .
Equity Ownership
| Metric (as of Mar 14, 2025) | Shares | % of outstanding |
|---|---|---|
| Direct ownership | 3,000 | Less than 1% (*) |
| Options exercisable within 60 days | — | — |
| Stock awards vesting within 60 days | 518 | Less than 1% (*) |
| Other (indirect) | 2,000 | Less than 1% (*) |
| Total beneficial ownership | 5,518 | Less than 1% (*) |
- Indirect shares include 2,000 held by a trust for which Mr. Teed and his wife are sole trustees; shared voting and dispositive power .
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; three-year compliance window; all non-employee directors meet or are making acceptable progress as of Dec 31, 2024 .
- Anti-hedging/pledging: Hedging prohibited; pledging discouraged and prohibited to the extent of ownership guideline requirement .
Governance Assessment
- Board effectiveness: Teed brings domain-operational expertise and financial literacy from CPA training and Tyler leadership, which is valuable for cloud transition oversight and public sector go-to-market. His independence has been affirmatively determined for 2025 after the required look-backs, mitigating prior potential conflicts from consulting post-retirement .
- Engagement: First-year director with no 2024 committee roles; board attendance thresholds met. Absence from committees to date may limit committee-level influence until assignments are made, but he is part of board refresh efforts and adds depth in operations .
- Alignment: Director equity is delivered via time-based RSUs with annual grants and ownership guidelines at 5x retainer; no hedging, pledging discouraged/prohibited to guideline extent; beneficial ownership is modest but compliant trajectory noted .
- Conflicts/related party: No related-party transactions disclosed for Teed in 2024; the company’s policy requires pre-approval of potential conflicts and annual review; independence determination addresses prior consulting relationship .
Additional Context (Compensation Committee and Shareholder Signals)
- Compensation committee: Composed entirely of independent directors; uses peer group benchmarking; did not engage an external compensation consultant in 2024; maintains recovery/clawback policies and anti-repricing provisions .
- Say-on-pay: 2024 advisory vote received over 96% approval; ongoing investor engagement on governance, risk, and compensation practices .
RED FLAGS
- None disclosed specific to Teed: no pledging, no related-party transactions, independence affirmed; no director options or repricing; attendance thresholds met .