Ronnie D. Hawkins, Jr.

About Ronnie D. Hawkins, Jr.

Ronnie D. Hawkins, Jr. is an Independent Director of Tyler Technologies, Inc. (TYL) serving since 2021; age 69 as of the 2025 annual meeting. A retired U.S. Air Force Lieutenant General, he brings ~40 years of Department of Defense experience in cyberspace operations and major network architectures, and is currently President of Angelo State University (Texas Tech University System) . Core credentials include senior leadership of the Defense Information Systems Agency (DISA) (2012–2015), Presidential communications modernization oversight, and strategic advisory roles in nuclear, space, and cyber operations .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Hawkins is independent under NYSE standards; all three standing committees (Audit, Compensation, Nominating & Governance) are fully independent .
• Committee assignments (2024): Compensation Committee (member). Compensation Committee held 4 meetings in 2024; Board held 4 meetings, with all directors meeting at least 75% attendance thresholds .
• Leadership structure: Separate Chair (Executive Chair) and CEO; Lead Independent Director presides over executive sessions of independent directors held at least twice annually .
• Policies: Stock ownership guidelines, anti-hedging and pledging, and insider trading policy apply to directors; non-employee directors must hold stock equal to 5x annual cash retainer (three-year compliance window) .
• Section 16(a) filings: 2024 delinquencies noted for two executives (not naming Mr. Hawkins) .

Fixed Compensation

Non-employee director compensation mix is cash retainer(s) plus an annual RSU grant. No options were granted to directors in 2023–2024; RSUs vest after one year .

Notes:

• Standard cash retainers: $60,000 for non-employee directors plus committee member fees ($12,500 Compensation; $15,000 Audit; $10,000 NGC); Lead Independent Director $85,000; Chairs receive additional fees .
• Annual director RSU grant guideline: ~$250,000 value; vests and settles on first anniversary; no director stock options granted in 2024 .

Performance Compensation

Directors do not receive performance-based awards (no PSUs); director equity consists of time-vested RSUs.

Other Directorships & Interlocks

• Public reporting company directorships: No other current public company board disclosed for Mr. Hawkins (ITC Holdings is a subsidiary of Fortis Inc.) .
• Compensation Committee interlocks/insider participation: Committee composed solely of independent directors .

Expertise & Qualifications

• Senior executive leadership in IT/cybersecurity; managed global operations and Presidential communications modernization .
• Public sector governance and higher education administration .
• Skills mapped by Board to corporate governance, cybersecurity, risk management, business operations, capital management, industry experience, and financial literacy .

Equity Ownership

Beneficial ownership as of March 14, 2025:

• Ownership alignment: All non-employee directors meet or are progressing toward the 5x retainer guideline; anti-hedging/pledging policy in effect .
• Pledging: Policy discourages pledging and prohibits to the extent of guideline amounts; no pledging disclosed for Mr. Hawkins .
• 10b5-1: As of March 27, 2025, only CEO had a plan; no other director had a plan .

Insider Trades (Form 4, 2023–2025)

Notes: “A (Award)” denotes RSU grant; “M-Exempt” entries reflect RSU vesting and share issuance; all reported at $0.00 consistent with non-cash equity settlement.

Governance Assessment

• Strengths for investor confidence

  • Independent status, cybersecurity and federal IT expertise strengthen oversight of technology, information security, and enterprise risk—key for a cloud/SaaS public sector software leader .
  • Clean related-party posture for Hawkins; no RPTs disclosed involving him; robust conflict-of-interest vetting and annual questionnaires .
  • Strong alignment mechanisms: substantial equity component (annual RSUs), 5x retainer ownership guideline, anti-hedging/pledging policy, and insider trading controls; directors generally in compliance/progress .
  • Attendance: Board and committee cadence with minimum attendance thresholds met; Compensation Committee met 4x in 2024 .

• Watch items / potential red flags

  • Director equity is time-based RSUs (no performance linkage for directors). While typical, it provides less direct pay-for-performance sensitivity versus PSUs; however, the one-year vest and ownership guidelines partially mitigate this .
  • Broader company disclosures note two 2024 Section 16(a) late filings for executives (not involving Hawkins); continue to monitor insider reporting timeliness as a governance hygiene factor .
  • Board service in higher education and at a utility subsidiary create limited potential for perceived conflicts only if Tyler conducts material business with those entities; no related-party transactions disclosed for Hawkins .

• Shareholder sentiment context

  • Say-on-pay support remained strong (over 96% in 2024), signaling general investor confidence in governance and compensation practices, against which director stewardship is assessed .

Overall, Hawkins’ independence, cyber/DoD background, and steady committee engagement support board effectiveness for TYL’s risk and cloud transition profile. No disclosed conflicts, pledging, or attendance concerns; alignment structures and policies appear robust .