Glenn A. Carter
TYLER TECHNOLOGIESAbout Glenn A. Carter
Glenn A. Carter, 69, has served on Tyler Technologies’ board since 2014; in 2024 he was Lead Independent Director, Chair of the Nominating & Governance Committee (NGC), and a member of the Compensation and Audit Committees. He founded DataProse, Inc. (public-sector billing services) in 1999, served as its CEO until its sale to CSG Systems in April 2008, then served as Vice President, Market & Business Development at CSG through March 2010; he is NACD Directorship Certified and holds the CERT Certificate in Cybersecurity Oversight; currently retired .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DataProse, Inc. | Founder & Chief Executive Officer | 1999–Apr 2008 | Built public sector billing services; sold to CSG Systems International |
| CSG Systems International, Inc. | Vice President, Market & Business Development | Apr 2008–Mar 2010 | Post-acquisition executive role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Directorship Certified | Current | Passed foundational exam; ongoing recertification |
| Carnegie Mellon SEI | CERT Certificate in Cybersecurity Oversight | Current | Cybersecurity board oversight credential |
No other current public-company directorships are disclosed for Glenn A. Carter in the 2025 proxy .
Board Governance
- Independence: Identified as an independent director and served as Lead Independent Director in 2024 .
- Committee assignments (2024): Chair, Nominating & Governance; Member, Compensation; Member, Audit; presides over executive sessions per Lead Independent Director charter .
- Attendance and engagement: Board held 4 meetings; all directors participated in at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Shareholder support: 2025 vote for Carter—34,455,480 For; 2,671,743 Withheld; 2,633,336 broker non-votes .
| Committee | 2024 Role | Meetings |
|---|---|---|
| Nominating & Governance | Chair | 4 |
| Compensation | Member | 4 |
| Audit | Member | 5 |
| Executive | — | Periodic |
Governance policies affecting directors:
- Stock ownership guidelines: non-employee directors must hold 5x annual cash retainer; 3-year compliance window; all non-employee directors meet or are making progress .
- Anti-hedging and pledging policy in effect; insider trading and Rule 10b5-1 principles referenced; compensation clawback policies for executives (board oversight) .
- Limits on outside boards (max 4 public company boards; Audit Committee members max 2 additional audit committees) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 117,500 | 249,593 | 367,093 |
Non-employee director fee schedule (approved in 2022):
- Annual cash retainer: $85,000 Lead Independent Director; $60,000 other directors
- Committee chairs/members: Audit Chair $30,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $12,500; NGC Chair $20,000; NGC member $10,000
- Equity: Annual RSU grant valued at $250,000; one-year vesting; paid in quarterly cash for fees
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Director RSU | May 9, 2024 | 518 | $249,593 | Vests and settles in shares on 1st anniversary |
| Director RSU | May 6, 2025 | 452 | N/A | RSU award disclosed via Form 4; standard director one-year vesting indicated by program |
No performance-based metrics (e.g., EPS, TSR) are applied to director equity grants; options were not granted to directors in 2024 .
Other Directorships & Interlocks
- Other public boards: Not disclosed for Glenn A. Carter .
- Interlocks: Compensation Committee included Carter; the proxy reports no interlocks or insider participation by company executives on other entities’ compensation committees .
Expertise & Qualifications
- Executive/entrepreneurial experience; >20 years public-sector market experience; NACD Directorship Certified; CERT Cybersecurity Oversight; competencies include business operations, capital management, corporate governance, cybersecurity, financial literacy, industry experience, risk management .
Equity Ownership
| Category (as of Mar 14, 2025) | Shares |
|---|---|
| Direct | 2,654 |
| Options exercisable within 60 days | 10,000 |
| Stock awards vesting within 60 days | 518 |
| Other (shared power) | — |
| Total beneficial ownership | 13,172 |
| Percent of class | <1% (based on 43,106,557 shares outstanding) |
Ownership alignment policies:
- Director stock holding requirement: 5x annual cash retainer; compliance/progress affirmed across covered persons .
- Anti-hedging and pledging policy applies to directors .
Insider Trades (Form 4 summary)
| Transaction Date | Type | Security | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Feb 27, 2024 | Option exercise (M-Exempt) | Option | 1,650 | 121.11 | 3,350 options remaining | |
| Feb 27, 2024 | Sale (S) | Common Stock | 1,650 | 437.8403 | 2,011 | |
| May 9/11, 2024 | RSU award (A) | RSU | 518 | 0 | 518 RSUs | |
| May 11, 2024 | RSU settlement (M-Exempt) | Common Stock | 643 | 0 | 2,654 | |
| Sep 5, 2024 | Option exercise (M-Exempt) | Option | 3,350 | 121.11 | — | |
| Sep 5, 2024 | Sale (S) | Common Stock | 2,050 | 582.0243 | 3,954 | |
| Sep 5, 2024 | Sale (S) | Common Stock | 600 | 582.9458 | 3,354 | |
| Sep 5, 2024 | Sale (S) | Common Stock | 700 | 583.8579 | 2,654 | |
| May 6, 2025 | RSU award (A) | RSU | 452 | 0 | 452 RSUs | |
| May 9, 2025 | RSU settlement (M-Exempt) | RSU/Common | 518 | 0 | 3,172 | |
| Sep 15, 2025 | Option exercise (M-Exempt) | Option | 750 | 146.92 | — | |
| Sep 15, 2025 | Acquisition (M-Exempt) | Common Stock | 750 | 146.92 | 3,922 | |
| Sep 15, 2025 | Sale (S) | Common Stock | 750 | 538.3 | 3,172 |
Other Signals
| Item | Detail |
|---|---|
| 2025 Shareholder vote on Carter | Votes For 34,455,480; Withheld 2,671,743; broker non-votes 2,633,336 |
| Director compensation equity structure | 2024 RSU grant 518 units; one-year vest; no director options granted in 2024 |
| Ownership guidelines compliance | Covered persons in compliance or making progress; directors required at 5x cash retainer |
| Section 16(a) compliance | Late filings noted for other individuals; no late reports disclosed for Carter |
Governance Assessment
- Strengths:
- Lead Independent Director with chair responsibility for NGC and membership on Compensation and Audit—broad oversight across governance, pay, and financial controls .
- Presides over executive sessions of independent directors—enhances board independence and management oversight .
- Strong shareholder support in 2025 director election based on vote counts disclosed .
- Alignment mechanisms: meaningful director stock ownership guidelines (5x cash retainer), anti-hedging/pledging policy, and robust governance codes .
- Pay and ownership alignment:
- Director pay mix emphasizes equity (time-based RSUs) with one-year vesting; 2024 total of $367,093 with $249,593 in stock awards, underscoring alignment without performance metrics for directors .
- Beneficial ownership includes direct shares and exercisable options; percent of class <1%, typical for non-employee directors .
- Potential Conflicts/Red Flags:
- No related-party transactions disclosed involving Carter .
- No Section 16(a) delinquency disclosures for Carter .
- No hedging/pledging permitted under policy—reduces misalignment risk .
- No current other public boards disclosed—reduces interlock risk; audit committee service limits and outside board limits further mitigate overload risk .
Overall signal: High governance quality and independence, with extensive committee oversight and shareholder support; no material conflicts or red flags disclosed.