Brenda A. Cline
TYLER TECHNOLOGIESAbout Brenda A. Cline
Brenda A. Cline, age 64, has served as an independent director of Tyler Technologies since 2014 and is Chair of the Audit Committee and a member of the Nominating and Governance Committee . She is a certified public accountant and was designated the Audit Committee financial expert by the Board, reflecting deep finance, audit, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimbell Art Foundation | Chief Financial Officer, Treasurer, Secretary | Since 1993 | Oversees $400M investment portfolio; treasury; operations; financial reporting; legal/contractual matters |
| Thomson Reuters (Practitioners Publishing Company) | Contract author (financial accounting/reporting books) | 1993–2013 | Authored/edited accounting publications |
| Ernst & Young | Senior Manager | Pre-1993 | Audit experience at large public accounting firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Range Resources Corporation (NYSE: RRC) | Director; Audit Committee Chair | Since 2015 | Leads audit oversight at public E&P company |
| American Beacon Funds | Independent Trustee (incl. Chair roles) | 2004–2024 | Chair of Board; Audit & Compliance Chair; Co-Chair Investment Committee |
| Cushing Closed-End Funds (NYSE: SRV, SZC) & Cushing Mutual Fund Trust | Director/Trustee | 2017–2021 | Audit Committee Chair; Nominating & Governance member |
| Texas Christian University | Trustee | Since 1998 | Former Chair of Investment and Fiscal Affairs; service on Executive, Student Relations, Academic Affairs Committees |
Board Governance
- Independence: Board determined Ms. Cline is independent under NYSE Rule 303A.02; Audit, Compensation, and Nominating & Governance committees consist entirely of independent directors .
- Committee leadership: Audit Committee Chair; member, Nominating & Governance Committee; Audit Committee met five times, Compensation four, Nominating & Governance four in 2024 .
- Attendance: All directors in the 2024–2025 term attended at least 75% of Board/committee meetings; Board held four meetings in 2024 .
- Executive sessions: Independent directors meet in executive session; Lead Independent Director presides, ensuring effective oversight .
- Risk oversight: Audit Committee oversees financial and information security risks and enterprise risk assessment; Cline recognized as Audit Committee financial expert .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | Standard director cash retainer |
| Audit Committee Chair retainer | $30,000 | Chair premium for audit oversight |
| Nominating & Governance Committee member retainer | $10,000 | Member fee |
| Total cash fees (2024 actual for Cline) | $100,000 | Matches base + Audit Chair + NGC member |
| Expense reimbursement | Reasonable out-of-pocket expenses | For Board/committee travel/attendance |
2024 Director Compensation (Cline):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Brenda A. Cline | 100,000 | 249,593 | 349,593 |
Performance Compensation
| Equity Grant | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (annual) | May 9, 2024 | 518 | $249,593 | One-year vest; settled in shares at first anniversary | None (time-based only) |
- Directors do not receive options or PSUs tied to performance; no meeting fees; structure emphasizes time-based RSUs plus role-based cash retainers .
Other Directorships & Interlocks
| Company | Industry Link to Tyler | Potential Interlock/Conflict |
|---|---|---|
| Range Resources (NYSE: RRC) | Unrelated (oil & gas E&P vs. govtech software) | None disclosed; independent service as Audit Chair |
| American Beacon Funds; Cushing funds | Unrelated to Tyler operations | No related-party transactions disclosed involving Cline |
- Governance limits: Directors may serve on up to four public boards; Tyler Audit Committee members may serve on up to two additional public company audit committees—consistent with best-practice load management .
Expertise & Qualifications
- CPA; audit and financial reporting expertise; prior EY senior manager; designated Audit Committee financial expert under Item 401(h) of Regulation S‑K .
- Operational/investment oversight over $400M foundation portfolio; treasury and enterprise operations experience; extensive governance roles across public and non-profit boards .
- Skills aligned to Tyler priorities: accounting/auditing, corporate governance, risk management, financial literacy; Board matrices reflect these competencies .
Equity Ownership
| Holder | Direct Shares | Options Exercisable ≤60 Days | Stock Awards Vesting ≤60 Days | Other (Indirect) | Total | % of Class |
|---|---|---|---|---|---|---|
| Brenda A. Cline | 2,001 | 5,000 | 518 | 4,002 (family limited partnership; Cline disclaims except pecuniary interest) | 11,521 | * (less than 1%) |
- Shares outstanding basis: 43,106,557 as of March 14, 2025; percent calculation methodology per proxy .
- Ownership alignment: Director stock ownership guidelines require 5× annual cash retainer; three-year compliance window; all non-employee directors meet or are making acceptable progress .
- Hedging/pledging: Covered persons prohibited from hedging and discouraged from pledging; prohibited to the extent of ownership guidelines .
- Section 16: Company reports compliance for directors in 2024; delinquent filings noted only for two executives (not Cline) .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair; designated financial expert; strong attendance; robust anti-hedging/pledging and ownership guidelines; committee independence; executive sessions enhance oversight credibility .
- Compensation alignment: Director pay mix is balanced—role-based cash retainers plus modest, time-based RSUs with one-year vest; no options; emphasizes independence and avoids pay complexity that could impair objectivity .
- Potential conflicts: Proxy’s related-party section lists employment relationships for other individuals; no related-party transactions involving Cline disclosed. Indirect holdings via family limited partnership are fully disclosed with disclaimer of beneficial ownership beyond pecuniary interest; not a red flag given transparency and minimal percentage .
- Investor confidence signals: High say-on-pay support (96% in 2024) and ongoing shareholder engagement on governance, risk, and compensation reinforce board credibility; while say-on-pay pertains to executives, it reflects broader governance quality overseen by board committees .
- RED FLAGS: None disclosed for Cline regarding attendance, Section 16 compliance, hedging/pledging, or related-party transactions; dual audit leadership (Tyler and Range Resources) appears within Tyler governance limits for external audit committee service .