Daniel M. Pope
TYLER TECHNOLOGIESAbout Daniel M. Pope
Independent director of Tyler Technologies since 2016; age 62. He serves as Chair of the Compensation Committee and member of the Audit Committee, and is affirmed independent under NYSE standards. Background includes >20 years of senior executive experience, public sector leadership as three-term Mayor of Lubbock, and operating roles in financial services and healthcare; current role is Executive Chair of Victory Bank. Attendance met the Company’s requirement (at least 75% of board/committee meetings in 2024), and he participates in investor engagement as Compensation Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Lubbock, Texas | Mayor | May 2016–May 2022 | Public sector executive leadership; policy and municipal oversight |
| Covenant Health System | Chief Development Officer | 2014–2018 | Prior Board of Trustees member; Chairman 2010–2011; Finance & Conflicts and Compensation Committee experience |
| Benchmark Business Solutions | Chief Executive Officer (founder) | 1994–2014 | Led office technology firm; prior sales/leadership roles at Xerox |
| Lubbock Independent School District | Board of Directors | 2007–2016 | Governance oversight in education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Victory Bank | Executive Chair | Current | West Texas bank; technology-enabled financial solutions to businesses |
| Texas Tech University, Rawls College of Business | Advisory Council member | Current | Advisory role to business school |
Board Governance
- Committee assignments: Compensation Committee (Chair) and Audit Committee member; 2024 meetings: Compensation 4, Audit 5. The board has a Lead Independent Director (Glenn A. Carter) and holds independent executive sessions at least twice annually.
- Independence: Board determined Mr. Pope is independent under NYSE Rule 303A.02; committees are composed solely of independent directors.
- Attendance: Each director attended at least 75% of board/committee meetings they served in 2024; all directors attended the 2024 annual meeting and intend to attend the 2025 meeting.
- Investor engagement: Chairs of Compensation and Nominating & Governance (including Mr. Pope) regularly engaged shareholders on compensation practices and governance in 2024; say-on-pay support was >96%.
Fixed Compensation
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Board annual cash retainer | 60,000 | Non-employee director retainer |
| Compensation Committee chair fee | 25,000 | Annual cash retainer for chair |
| Audit Committee member fee | 15,000 | Annual cash retainer for non-chair member |
| Total cash fees earned (2024) | 100,000 | Reported for Daniel M. Pope |
Performance Compensation
| Equity Grant (Directors) | Grant Date | Shares (RSUs) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSU | May 9, 2024 | 518 | 249,593 | One-year cliff; settles in shares on first anniversary |
Compensation structure overseen by Mr. Pope (as Compensation Chair) emphasizes pay-for-performance for NEOs; below are the 2024–2026 incentive metrics:
| 2024 Short-term Incentive (PSUs) | Threshold (50%) | Target (100%) | Max (150%) | Actual (2024) | Payout (% of Target) |
|---|---|---|---|---|---|
| Non-GAAP EPS | 8.61 | 8.95–9.099 | 9.38 | 9.55 | 150% |
| 2024 Long-term PSUs (3-year) | Performance Range | Earned Eligibility (% of PSUs) | Definition/Notes |
|---|---|---|---|
| Cumulative Adjusted Recurring Revenue Growth | Under 22.5% | — | No vest below threshold |
| 22.5%–27.72% | 50 | ||
| 27.73%–33.09% | 80 | ||
| 33.10%–40.49% | 100 | Target | |
| 40.50%–48.14% | 120 | ||
| 48.15%+ | 150 | Max | |
| 2026 Net Adjusted Operating Margin | Under 26.0% | — | No vest below threshold |
| 26.0%–26.49% | 50 | ||
| 26.5%–26.99% | 80 | ||
| 27.0%–27.99% | 100 | Target | |
| 28.0%–28.49% | 120 | ||
| 28.5%+ | 150 | Max |
Additional governance features overseen by the committee: clawback policies, prohibition on option repricing, anti-hedging/pledging policy, and stock ownership guidelines; no external compensation consultant engaged in 2024.
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No current public company boards listed for Mr. Pope |
| Committee interlocks | — | None | No compensation committee interlocks; no insider participation; no executive officer served on other entities’ compensation committees |
Expertise & Qualifications
- Over 20 years senior executive leadership; public sector executive experience (Mayor of Lubbock) and school district board leadership.
- Board skills coverage includes accounting/auditing, business operations, capital management, corporate governance, cybersecurity, financial literacy, industry experience, public sector service, and risk management.
Equity Ownership
| Holder | Direct Shares (#) | Options Exercisable ≤60 Days (#) | Stock Awards Vested ≤60 Days (#) | Total Beneficial Ownership (#) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Daniel M. Pope | 3,218 | — | 518 | 3,736 | <1% |
| Outstanding options (director grants) | — | — | — | — | Daniel M. Pope: none outstanding |
- Ownership guidelines: 5× annual cash retainer for non-employee directors; all directors meet or are making acceptable progress. Anti-hedging policy prohibits hedging; pledging discouraged and prohibited to the extent of guideline holdings.
- 10b5-1 plans: As of March 27, 2025, no director or officer other than the CEO had a 10b5-1 plan; no plan disclosed for Mr. Pope.
- Section 16(a) compliance: No late filings reported for Mr. Pope in 2024.
Governance Assessment
- Strengths: Independent director with deep public sector and operating experience; active Compensation Chair overseeing robust performance-based incentive design; committee independence and regular risk assessment; strong shareholder support for say-on-pay (>96%) and ongoing engagement with investors.
- Alignment: Director pay mix blends cash retainers with one-year RSUs; stock ownership guidelines and anti-hedging/pledging policy reinforce alignment; beneficial ownership recorded and within policy parameters.
- Conflicts/related-party exposure: Company disclosed related-party employment relationships for other insiders; no related-party transactions involving Mr. Pope were disclosed. Conflict-of-interest policy requires pre-approval and annual questionnaires.
- Watch items: External role as Executive Chair of Victory Bank and prior public sector roles warrant ongoing monitoring for potential perceived conflicts with Tyler’s public sector client base, though no transactions are disclosed; continued oversight of share-based compensation intensity and dilution via committee practices.