Brian K. Miller
TYLER TECHNOLOGIESAbout Brian K. Miller
Executive Vice President and Chief Financial Officer (CFO) of Tyler Technologies since February 2008; executive officer since 1997. Age 66; certified public accountant; prior senior finance roles at Metro Airlines (public company), including CFO (1991–1997) and President (1993–1997), and earlier audit roles at Ernst & Young; trustee of Texas A&M University’s 12th Man Foundation . Company performance in 2024: total revenues $2.138B (+9.5% YoY), recurring revenues $1.806B (84.5% of total; +11.1% YoY), non-GAAP EPS $9.55, GAAP net income $263.0M, cash from operations $624.6M; net leverage under ~1x and cumulative debt reduction of $1.2B since NIC acquisition . Pay-versus-performance TSR indicator shows $100 invested at 12/31/2020 grew to $192 by 12/31/2024 (company TSR), with detailed CAP linkage to non-GAAP recurring revenue, margin and EPS .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyler Technologies | EVP & CFO; Treasurer | CFO since Feb 2008; executive officer since 1997 | Long-tenured finance leadership through cloud transition; capital allocation, deleveraging and margin expansion |
| Metro Airlines (American Eagle affiliate) | CFO; President | CFO 1991–1997; President 1993–1997 | Led public-company financial management and operations in regulated transportation sector |
| Ernst & Young | Audit roles | 1980–1986 | Big Four audit grounding; CPA credential |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas A&M University 12th Man Foundation | Board of Trustees | Not disclosed (current service) | Governance and fundraising oversight for major nonprofit institution |
Fixed Compensation
| Component | 2024 Details | 2025 Framework |
|---|---|---|
| Base Salary | $425,000 | Maintained; bonus target unchanged |
| Time-based RSUs (service-based) | 1,134 RSUs granted on Mar 1, 2024; vest one-third annually over 3 years | Target RSU value $500,000; three-year ratable vesting |
Performance Compensation
| Type | Metric | Weighting | Target | Actual | Payout / Earned | Vesting |
|---|---|---|---|---|---|---|
| Short-term PSUs (2024) | Non-GAAP EPS | 100% | 8.95–9.099 EPS (100%); threshold 8.61 (50%); max 9.38 (150%) | 9.55 | 150% of target; 1,047 PSUs earned (Miller) | Vested Mar 1, 2025 |
| Long-term PSUs (2024 grant) | 3-year cumulative adjusted recurring revenue growth | 50% | 33.10%–40.49% earns 100%; scale 50–150% (bands detailed) | Performance period in progress | Earn-out 50–150% depending on results | Cliff vest in 2027 |
| Long-term PSUs (2024 grant) | 2026 net adjusted operating margin | 50% | 27.0%–27.99% earns 100%; scale 50–150% (bands detailed) | Performance period in progress | Earn-out 50–150% depending on results | Cliff vest in 2027 |
| Long-term PSUs (2021 grant, vested) | 3-year cumulative adjusted recurring revenue growth | 100% | Scale 50–150% (bands detailed) | Achieved maximum band | 4,999 PSUs vested (Miller) at 150% on Mar 1, 2024 | Vested Mar 1, 2024 |
Additional grants (2024): Miller received 6,804 PSUs on Mar 1, 2024 (split evenly between the two long-term metrics) and 1,134 RSUs; NEO short-term PSUs for 2024 were earned at 150% based on EPS performance .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | Direct: 14,026 shares; Options exercisable within 60 days: 16,666; Other indirect: 26,781; Total: 57,473; Percent of class: <1% |
| Indirect holdings detail | Includes family trusts (17,455; 4,583; 4,743 shares); note: 8,136 shares held in a margin account |
| Unvested RSUs (12/31/2024) | 1,134 RSUs; market value $653,910 (at $576.64) |
| Unearned PSUs (12/31/2024) | 963 short-term PSUs; 3,402 long-term PSUs (recurring revenue); 3,402 long-term PSUs (operating margin); respective market values $555,304; $1,961,729; $1,961,729 |
| Options outstanding (selected) | 3,333 exercisable / 1,667 unexercisable @ $352 exp. 12/1/2032; 3,333 exercisable / 1,667 unexercisable @ $346 exp. 6/1/2032; 6,000 exercisable @ $502 exp. 12/1/2031; 4,000 exercisable @ $432 exp. 12/1/2030 |
| 2024 realizations | Exercised 34,000 options; value realized $8,692,200; 6,677 shares vested from stock awards; value realized $2,918,784 |
| Ownership guidelines | NEOs required to hold 4× base salary; compliance assessed annually (as of 12/31/2024, covered persons in compliance or making progress) |
| Hedging/pledging policy | Hedging prohibited; pledging discouraged and prohibited to the extent of guideline holdings; margin accounts discouraged; policy applies to NEOs |
Employment Terms
| Term | Detail |
|---|---|
| Agreement structure | One-year agreements (auto-renewal unless 3 months’ notice); renewed May 2024; expected to renew May 2025 |
| Compensation setting | Minimum base salary; annual performance bonus; equity grants set annually by Compensation Committee |
| Severance (no cause / good reason) | Lump sum equal to then-current base salary + target bonus; 12 months medical benefits; double-trigger applies for change-in-control |
| Acceleration on separation | Immediate vesting of all unvested options and RSUs upon termination without cause, disability, change-in-control, or death |
| Potential payments (as of 12/31/2024) | Termination without cause: Lump sum $850,000; health benefits $16,984; accelerated vesting (options) $242,336; accelerated vesting (RSUs) $3,969,020; same amounts under qualifying change-in-control |
| Clawbacks | Executive Compensation Recovery Policy (2010) for fraud/misconduct causing material restatement; Incentive Compensation Recovery Policy (2023) mandates recovery after restatement; plan-level clawback/forfeiture provisions |
| Tax gross-ups | No excise tax gross-ups on future post-employment compensation |
Compensation Structure and Peer Benchmarking
- Mix and risk: Approx. 80%+ of target total compensation is performance-based equity; 5–10% time-vested equity; cash salary is a minority of pay .
- Peer group: 13 enterprise software peers (e.g., ANSYS, PTC, Jack Henry, Veeva); Committee sets target compensation at or below median, using Radford survey and discretion .
- Say-on-pay: 2024 advisory vote received >96% support; continued annual vote cadence; investor engagement supports current design .
Risk Indicators & Other Notes
- Late Section 16 filing: One late report for Miller (charitable gift on Dec 2, 2024) disclosed; characterized as inadvertent .
- Trading plans: No Rule 10b5-1 plan in 2024; as of Mar 27, 2025 only CEO Moore had a plan; others (including Miller) did not .
- Anti-hedging/pledging: Strict prohibitions and discouragement; notable disclosure of 8,136 shares in a margin account for Miller (potential pledging/exposure indicator within policy constraints) .
- No option repricing: Explicit prohibition without shareholder approval .
Investment Implications
- High pay-for-performance alignment: Short-term PSUs tied solely to non-GAAP EPS with steep payout curve; long-term PSUs split 50/50 between recurring revenue growth and operating margin, reinforcing durable cloud transition and profitability—supportive of shareholder value creation but sensitive to non-GAAP adjustments and merchant-fee exclusions in targets .
- Retention and acceleration: Auto-renewing one-year contracts with double-trigger severance and full acceleration on certain separations lower retention risk but increase change-in-control economics; quantified potential payouts and accelerated vesting are material for Miller .
- Insider supply and selling pressure: Significant 2024 option exercises ($8.69M realized; 34,000 shares) and vesting ($2.92M) indicate supply overhang potential around vest/exercise dates; monitor upcoming cliff-vest PSUs in 2027 for additional supply .
- Ownership and pledging: Meets or progressing toward 4× salary guideline; margin account holdings introduce incremental risk despite anti-pledging policy—assess any changes in pledged/margin positions in future disclosures .
- Governance support: >96% say-on-pay approval and at/below-median target positioning reduce pay inflation risk; peer group appropriate for scale and sector .
2024 company performance context: revenues $2.138B; recurring revenue $1.806B; non-GAAP EPS $9.55; CFO leadership tied to deleveraging and margin progress provides confidence in execution against PSU metrics .