H. Lynn Moore, Jr.
TYLER TECHNOLOGIESAbout H. Lynn Moore, Jr.
H. Lynn Moore, Jr. is President and Chief Executive Officer of Tyler Technologies and a director since 2017; he has served as President since January 2017 and CEO since May 2018. Age: 57. Prior roles include EVP (2008–2016), General Counsel (1998–2016), and earlier legal practice at Hughes & Luce (1992–1998) . Under his leadership in 2024, Tyler delivered 9.5% total revenue growth to $2.138B, recurring revenue up 11.1% to $1.806B, GAAP EPS $6.05 (+58.5%), and non-GAAP EPS $9.55; cash from operations was $624.6M with net leverage under 1x pro forma EBITDA . Total shareholder return (company-selected metric disclosure) improved materially in 2024, with $100 invested at 12/31/2020 worth $192 at 12/31/2024 (vs. $139 at 12/31/2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tyler Technologies | President & Chief Executive Officer | 2018–present (CEO); President since 2017 | Leads execution of cloud transition, operating discipline and growth agenda (as reflected in 2024 results) |
| Tyler Technologies | Executive Vice President | 2008–2016 | Senior leadership experience across operations |
| Tyler Technologies | General Counsel; Secretary; VP | 1998–2016 (GC); 2000–2016 (Secretary); 2000–2008 (VP) | Long-tenured leadership, corporate/legal stewardship |
| Hughes & Luce, LLP | Attorney | 1992–1998 | Corporate/securities and finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hughes & Luce, LLP (law firm) | Attorney | 1992–1998 | Corporate/securities practice in Dallas |
Fixed Compensation
| Year | Base Salary ($) | Change YoY | Notes |
|---|---|---|---|
| 2023 | 675,000 | — | Maintained by Compensation Committee |
| 2024 | 675,000 | 0% | No change |
| 2025 | 675,000 (maintained) | 0% | Maintained for 2025 |
Additional facts:
- CEO pay mix (2024 target): 8% salary, 8% short-term PSUs, 11% RSUs, 73% long-term PSUs (performance-based) .
- No material perquisites, deferred comp, or special health/welfare benefits; no tax gross-ups on future post-employment compensation .
Performance Compensation
Short-term Incentive (Annual)
- Structure: PSUs that vest after one year based on non-GAAP EPS; target opportunity = 100% of base salary .
- 2024 outcome: Achieved non-GAAP EPS of $9.55 vs target range $8.95–$9.099; payout at 150% of target; 1,664 PSUs earned; vested March 1, 2025 .
| Metric | Threshold (50%) | Target (100%) | Max (150%) | Actual | Payout |
|---|---|---|---|---|---|
| 2024 non-GAAP EPS ($) | 8.61 | 8.95–9.099 | 9.38 | 9.55 | 150% |
| PSUs earned (#) | — | — | — | 1,664 | 150% |
- 2025 plan: Target remains 100% of salary; 100% payout requires 2025 non-GAAP EPS between $10.92–$11.119; 50% threshold at $10.52 .
Long-term Incentives (Multi-year)
- Vehicles: PSUs (3-year cliff vest); RSUs (time-vested, three-year ratable) .
- Metrics and weight: 50% three-year cumulative adjusted recurring revenue growth; 50% net adjusted operating margin (2026 for 2024 grant; 2027 for 2025 grant) with 0–150% payout curves .
| Grant Year | Date | PSUs (3-yr) | RSUs (time-based) | Performance metrics and payout grid |
|---|---|---|---|---|
| 2024 | Mar 1, 2024 | 14,742 | 2,268 | Recurring revenue growth bands (≤22.5% = 0%; ≥48.15% = 150%); 2026 net adjusted operating margin bands (<26% = 0%; ≥28.5% = 150%) |
| 2025 (targets) | 2025 approvals | PSUs target value $6.5M | RSUs target value $1.0M | 2027 margin bands (≥30.0% = 150%); recurring growth bands updated (≥46.21% = 150%); merchant fees excluded in goals |
Realized vesting:
- 2021 long-term PSUs vested at 150% on Mar 1, 2024; Moore received 7,500 shares .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 14, 2025): 81,775 shares directly; options exercisable within 60 days: 165,082; total beneficial ownership 246,857; less than 1% of outstanding shares .
- Outstanding unvested/uneared equity at 12/31/2024 (selected line items):
- Unvested RSUs: 2,268 (2024 grant) market value $1,307,820; 2,083 (2023 grant) market value $1,201,141 .
- Unearned PSUs (performance-based): 1,530 short-term PSUs ($882,259); 7,371 (recurring revenue, 2024 grant) ($4,250,413); 7,371 (operating margin, 2024 grant) ($4,250,413); 10,153 (recurring revenue, 2023 grant) ($5,854,626); 10,153 (operating margin, 2023 grant) ($5,854,626); 6,500 (2022 grant) ($3,748,160) .
- Option holdings (legacy): multiple tranches outstanding with 10-year terms and standard ratable vesting schedules; historical option practices described; vesting rules summarized (3- or 5-year depending on tenure/age) .
- 2024 equity realized: Option exercises: 70,750 shares; value realized $22,890,972. Stock awards vested: 10,471 shares; value realized $4,577,293 .
- Ownership guidelines: CEO required to hold 6x base salary; compliance is monitored annually; covered persons are in compliance or making progress as of 12/31/2024 .
- Hedging/pledging: Anti-hedging policy in effect; pledging discouraged and prohibited to the extent of ownership guideline requirement .
- Insider trading plans: No plans in 2024; Moore adopted a Rule 10b5-1 plan on Mar 6, 2025 (no trading before Jun 10, 2025; terminates by Feb 9, 2026); disclosed via Form 8-K on Mar 11, 2025 .
Employment Terms
- Agreement: One-year employment agreement with automatic one-year renewals; 2022 shift from 5-year to 1-year; renewed in May 2024 and expected to renew in May 2025 .
- Severance and change-in-control (CIC):
- Cash severance: base salary + target bonus (double-trigger on CIC within 12 months) .
- Equity: Immediate vesting of all unvested options and equity awards upon termination without cause, disability, death, or qualifying termination following CIC .
- Health benefits: 12 months post-termination .
- Potential payments (if termination at 12/31/2024):
- Termination without cause: $1,350,000 cash; $22,230 health; $492,662 option acceleration; $8,469,861 RSU/PSU acceleration .
- Upon CIC (with qualifying termination): same as above ($1,350,000 cash; $22,230 health; $492,662 options; $8,469,861 RSU/PSU) .
- Clawbacks: Executive Compensation Recovery Policy (2010) and Incentive Compensation Recovery Policy (effective Nov 20, 2023) apply; awards subject to reduction/cancellation/recoupment; equity plan includes clawback/forfeiture provisions .
- Perquisites/tax: No excise tax gross-ups on future post-employment compensation; no material perquisites or deferred compensation noted .
Board Governance
- Board service: Director since 2017; member of the Executive Committee .
- Leadership structure: Separate Executive Chair (John S. Marr, Jr.) and CEO; Marr is not independent; a Lead Independent Director (Glenn A. Carter) is appointed with typical lead responsibilities (executive sessions, agendas, liaison role, etc.) .
- Independence and committees: Majority independent board; all Audit, Compensation, and Nominating & Governance members are independent; Moore, as CEO, is not independent .
- Board/committee attendance: All directors met at least 75% attendance; board met four times in 2024; independent directors meet in executive sessions at least twice annually .
Director Service Considerations (Dual-role implications)
- Moore serves as both CEO and director but is not Board Chair; separation of Chair and CEO mitigates governance concerns that can arise from combined roles. Presence of a Lead Independent Director, independent committees, stock ownership and clawback policies further support oversight and alignment .
Compensation Structure Analysis
- Pay-for-performance tilt: Approximately 80%+ of CEO target pay is performance-based equity (PSUs) with an additional ~11% in time-based RSUs; minimal fixed pay .
- Metrics evolution: Short-term metric is non-GAAP EPS; long-term metrics emphasize three-year adjusted recurring revenue growth and net adjusted operating margin (margin added in 2023), aligning incentives with cloud transition and profitability .
- Cash vs equity: No cash annual bonus; STI delivered in PSUs; no option grants since 2023—mix has shifted toward PSUs/RSUs (lower asymmetry than options but strong alignment via performance hurdles) .
- Governance safeguards: No repricing/exchange of options without shareholder approval; robust clawbacks; anti-hedging/pledging; ownership guidelines; annual risk assessment of compensation programs .
Performance & Track Record
| Period/Metric | Result |
|---|---|
| 2024 Total revenue | $2.138B; +9.5% YoY |
| 2024 Recurring revenue | $1.806B; +11.1% YoY; 84.5% of total |
| 2024 GAAP net income/EPS | $263.0M; $6.05; +58.5% YoY |
| 2024 Non-GAAP net income/EPS | $415.3M; $9.55; +24.5% YoY |
| Cash from operations (2024) | $624.6M |
| Balance sheet | Net leverage under 1x pro forma EBITDA; $1.2B debt repaid since NIC acquisition |
| TSR (12/31/20 base = 100) | 2024: 192; 2023: 139 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: Over 96% of votes cast supported NEO compensation; board interpreted as affirmation of pay-for-performance approach .
- Ongoing engagement: Topics include compensation metrics, board composition, ERM, human capital, and responsible AI; majority of top 25 shareholders (≈57% of shares outstanding) engaged in 2024 .
Compensation Peer Group (benchmarking context)
- 2024 peer group includes enterprise software and tech names (e.g., ANSYS, Jack Henry, PTC, Fair Isaac, Veeva, RingCentral); total target compensation generally set at or below median, with performance upside .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited/discouraged as noted; no pledging by Moore disclosed .
- Plan adoption for sales: New Rule 10b5-1 plan effective for potential trading beginning June 2025 could modestly increase planned selling activity (structured) .
- No repricing, no tax gross-ups, clawbacks in place; strong say-on-pay results mitigate governance risk perception .
Equity and Compensation Detail Tables
Summary Compensation (Moore)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 675,000 | 8,174,286 | — | — | 10,350 | 8,859,636 |
| 2023 | 675,000 | 8,343,692 | — | — | 9,900 | 9,028,592 |
| 2022 | 600,000 | 3,405,145 | 2,179,800 | — | 12,217 | 6,197,162 |
2024 and 2025 Incentive Design Snapshots
| Item | Detail |
|---|---|
| 2024 STI target | 100% of salary; non-GAAP EPS; 150% payout earned at $9.55 EPS; 1,664 PSUs vested 3/1/2025 |
| 2024 LTI grants | 14,742 PSUs (3-year, 50% recurring rev growth/50% 2026 margin), 2,268 RSUs (3-year ratable) |
| 2021 LTI vesting | PSUs vested at 150%; 7,500 shares to Moore (3/1/2024) |
| 2025 STI target | 100% of salary; non-GAAP EPS target range $10.92–$11.119 for 100% payout; 50% threshold at $10.52 |
| 2025 LTI targets | PSUs target value $6.5M; RSUs target value $1.0M; 50% PSUs tied to 3-year adjusted recurring revenue growth and 50% to 2027 net adjusted operating margin; updated bands |
Beneficial Ownership (as of Mar 14, 2025)
| Holder | Direct Shares | Options Exercisable ≤60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| H. Lynn Moore, Jr. | 81,775 | 165,082 | 246,857 | <1% |
2024 Equity Realization
| Item | Amount |
|---|---|
| Options exercised (shares) | 70,750 |
| Value realized on option exercise ($) | 22,890,972 |
| Stock awards vested (shares) | 10,471 |
| Value realized on vesting ($) | 4,577,293 |
Potential Payments (Moore) if terminated 12/31/2024
| Scenario | Cash Severance ($) | Health ($) | Accelerated Options ($) | Accelerated RSUs/PSUs ($) |
|---|---|---|---|---|
| Termination without cause | 1,350,000 | 22,230 | 492,662 | 8,469,861 |
| Upon change in control (qualifying termination) | 1,350,000 | 22,230 | 492,662 | 8,469,861 |
Investment Implications
- Alignment: High at-risk weighting (≈84%+ in PSUs/RSUs) with explicit focus on recurring revenue and operating margin supports durable value creation during a cloud transition. Strong say-on-pay (96%+) and robust governance (clawbacks, no hedging, independent committees) reduce compensation-related governance risk .
- Retention vs. cost: Auto-renewing 1-year contracts and double-trigger CIC severance (base + target bonus) with full equity acceleration on qualifying terminations provide retention stability but create meaningful acceleration exposure ($8.96M+ equity acceleration at 12/31/2024) in downside/strategic scenarios .
- Selling pressure: The March 2025 Rule 10b5-1 plan plus annual PSU/RSU vestings may increase scheduled insider sales into mid-2025 to early-2026, though plans are standardized and hedging is prohibited; monitor Form 4s and plan activity for supply signals around blackout windows .
- Execution risk: Incentive curves require strong performance (e.g., multi-year recurring revenue and margin thresholds for 100–150% payouts), which ties rewards to continued cloud adoption and profitability improvement; 2024 overachievement (EPS) and 2021 PSU max vest suggest current momentum, but future payouts hinge on sustaining growth and margin expansion into 2026–2027 .
- Valuation-sensitive: With equity-heavy compensation, realized pay is sensitive to share price and performance outcomes (as demonstrated by large CAP swings in 2022 vs. 2024); this creates both alignment and volatility in realized CEO pay relative to TSR and non-GAAP metrics .