Margot L. Carter
TYLER TECHNOLOGIESAbout Margot L. Carter
Independent director of Tyler Technologies since 2024; age 57 at the 2025 annual meeting. Member of the Nominating & Governance Committee. She is president of Living Mountain Capital (founded 1998), co-founded Cien.ai (2016), previously EVP, Global Chief Legal Officer and Corporate Secretary at RealPage (2010–2015), and is NACD Directorship Certified. Current public boards include Installed Building Products (lead independent director; N&G chair; audit member) and Eagle Materials (compensation committee; previously audit) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| RealPage, Inc. | EVP, Global Chief Legal Officer & Corporate Secretary | 2010–2015 | Led legal, governance, securities, IPO/M&A; global SaaS/data company experience |
| Freeman Company | Chair of Risk & Compensation; Audit Committee member | 2016–Oct 2022 | Oversaw risk and pay; hotel division sold to Blackstone during tenure |
| Interior Logic Group Holdings, Inc. (ILG) | Director | 2017–2021 | Advised innovation and M&A through IPO filing and sale to Blackstone |
| Morgan Lewis | Attorney | Early career (years not disclosed) | Finance, governance, securities, IPOs, M&A counsel |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Installed Building Products (NYSE: IBP) | Lead Independent Director; Nominating & Governance Chair; Audit Committee Member | Current | Governance leadership and audit oversight |
| Eagle Materials (NYSE: EXP) | Compensation Committee Member; previously Audit Committee Member | Current (prior audit service) | Compensation oversight; audit experience |
| Living Mountain Capital | President (founder) | 1998–present | Advisory investing; governance focus |
| Cien.ai | Co-founder | 2016–present | Cloud-based digital AI sales intelligence |
Board Governance
- Independence: Board affirmed Ms. Carter is independent under NYSE standards; independent directors may serve on Audit, Compensation, and N&G committees .
- Committee assignment: Nominating & Governance Committee (member) in 2024 .
- Attendance: All directors in the 2024–2025 term attended at least 75% of meetings; Board held four meetings in 2024 .
- Committee meeting cadence: 2024 meetings—Audit (5), Compensation (4), N&G (4), Executive (periodic) .
- Governance practices: Majority voting (uncontested), director resignation policy, executive sessions of independent directors at least twice annually, anti-hedging/pledging policy, ownership guidelines, annual self-evaluations .
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $52,500 |
| Director Cash Retainer Schedule (Standard) | Lead Independent Director: $85,000; Other Directors: $60,000; Audit Chair: $30,000; Audit Member: $15,000; Comp Chair: $25,000; Comp Member: $12,500; N&G Chair: $20,000; N&G Member: $10,000 |
Notes:
- All annual fees paid quarterly; reasonable travel expenses reimbursed .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Options in 2024 | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs | May 9, 2024 | 518 | $249,593 | One-year; settled on first anniversary | None granted | None; RSUs are time-based (no performance conditions) |
- 2024 equity grant to each non-employee director was valued at $250,000 (RSUs; 1-year vest); grant-date accounting value $249,593; no stock options granted to directors in 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Installed Building Products (IBP) | Building products | Lead Independent Director; N&G Chair; Audit Member | No related-party transactions disclosed with Tyler; within board limit policy |
| Eagle Materials (EXP) | Materials | Compensation Committee Member; prior Audit | No related-party transactions disclosed with Tyler; within board limit policy |
- Tyler limits additional public company boards to maximum of four, and audit committee memberships to maximum of two; Ms. Carter’s current service appears within limits .
- Proxy discloses no related-party transactions involving Ms. Carter; Code prohibits conflicts and personal loans to directors .
Expertise & Qualifications
- Cloud/SaaS, digital AI, payments, operations; finance, M&A, governance; public company board experience; NACD Directorship Certified .
- Board qualification matrix credits Ms. Carter with business operations, capital management, corporate governance, cybersecurity, financial literacy, industry (software), other public boards, public company executive experience, and risk management .
Equity Ownership
| As of March 14, 2025 (or within 60 days) | Direct Shares | Options Exercisable within 60 Days | RSUs Vesting within 60 Days | Other | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|---|
| Margot L. Carter | 0 | — | 518 | — | 518 | <1% (*) |
- Outstanding director awards at Dec 31, 2024: RSUs 518; no stock options outstanding for Ms. Carter .
- Stock ownership guidelines for directors: 5x annual cash retainer; three-year compliance window; all non-employee directors meet or are making acceptable progress .
- Anti-hedging/pledging policy applies to directors; discourages pledging and prohibits to the extent of guidelines .
Governance Assessment
- Alignment: High equity component (approx. 83% of 2024 director comp via RSUs; cash ~$52.5k vs equity ~$249.6k), reinforcing shareholder alignment through time-based stock; no options or performance conditions for director awards, consistent with standard board practices .
- Independence & Engagement: Confirmed independent; N&G committee service; board and committee meeting cadence indicates structured oversight; attendance threshold met .
- Policy Safeguards: Strong governance framework—majority voting with resignation policy, executive sessions, anti-hedging/pledging, ownership guidelines (5x retainer), prohibition of option repricing and personal loans .
- Shareholder Signals: 2024 say-on-pay received over 96% support, suggesting broad investor confidence in governance and pay practices .
- RED FLAGS: None disclosed specific to Ms. Carter. No Section 16(a) filing issues cited for her; no 10b5-1 plan in 2024 for directors generally; no related-party transactions noted involving her .
Implications: Ms. Carter brings deep governance, legal, SaaS/AI expertise, and multi-board experience to Tyler’s N&G oversight. Her independence, equity-heavy compensation, and compliance with ownership policy support investor-aligned oversight. No conflict indicators or attendance concerns are disclosed, and her outside board load appears within Tyler’s limits, reducing interlock risk .