DEF 14A of Procore Technologies, Inc., Apr 25, 2024

DEF 14A of Procore Technologies, Inc.

Filed Apr 25, 2024 · FY20230001193125-24-113965

Open on EDGAR

  1. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  2. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance The following table sets forth the ages, independence determination, committee membership, term of office on our Board, and position or office held with the Company, if applicable, as of April 12, 2024, of the Class III nominees standing for election at the Annual Meeting and of our other directors who will continue in office after the Annual Meeting:

  3. Information Regarding the Board of Directors and Corporate Governance

    | | | | | | Current Committee Membership | | | | Class(1) | Name | Age | Independent | Director Since | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | I | Erin M. Chapple | 49 | | December 2021 | | | | | I | Brian Feinstein | 38 | | June 2014 | | | | | I | Kevin J. O’Connor | 63 | | May 2004 | | | | | II | Craig F. Courtemanche, Jr. President, Chief Executive Officer, and Chair of the Board | 56 | | January 2002 | | | | | II | Kathryn A. Bueker | 53 | | April 2021 | * | | | | II | Nanci E. Caldwell | 66 | | March 2020 | | | | | III | William J.G. Griffith IV | 52 | | March 2015 | | | | | III | Graham V. Smith Lead Independent Director | 64 | | February 2020 | * | | | | III | Elisa A. Steele | 57 | | February 2020 | | | |

  4. Information Regarding the Board of Directors and Corporate Governance

    | Independent | Committee Chair | Committee Member | * Audit Committee Financial Expert |

  5. Information Regarding the Board of Directors and Corporate Governance

    | (1) Class I directors will continue in office until the 2025 Annual Meeting. Class II directors will continue in office until the 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Class III director nominees are up for election at the Annual Meeting and will continue in office until the 2027 Annual Meeting. |

  6. Information Regarding the Board of Directors and Corporate Governance

    Set forth below is biographical information for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, and/or skills that led our Board to recommend them for Board service.

  7. Information Regarding the Board of Directors and Corporate Governance

    | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT | 11 |

  8. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance | Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

  9. Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

    Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

  10. Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

    | Age: 52 Director since: March 2015 Committees: None | William J.G. Griffith IV Director Since January 2013, Mr. Griffith has served as a Partner at ICONIQ Capital, a global investment firm, where he founded ICONIQ Growth, a growth equity platform, and IPI, a digital real estate business. From August 2003 to December 2011, Mr. Griffith served as a General Partner at Technology Crossover Ventures, a private equity and venture capital firm. Mr. Griffith began his career as an investment banker at Morgan Stanley, and also worked at The Beacon Group, a private equity firm that was acquired by JPMorgan Chase & Co. Mr. Griffith previously served on the board of directors of BlackLine, Inc., a software company, from September 2013 until February 2020. Mr. Griffith holds A.B. degrees in Engineering and History from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business. Skills and Qualifications: Mr. Griffith is qualified to serve on our Board because of his experience in the venture capital industry, his knowledge of the Company, his experience with software and technology companies, and his experience serving as a director of publicly-traded and privately-held companies, including software and technology companies. | | Age: 64 Director since: February 2020 Committees: Audit (Chair) | Graham V. Smith Lead Independent Director Since January 2023, Mr. Smith has served as our lead independent director. Mr. Smith previously served as our lead independent director from May 2021 to December 2021. From November 2021 to April 2022, Mr. Smith served as interim Chief Executive Officer of Splunk Inc., a software company. From August 2014 to June 2015, Mr. Smith served as Executive Vice President of Salesforce, Inc., a cloud-based software company, and as Chief Financial Officer of Salesforce from March 2008 to August 2014. From January 2003 to December 2007, Mr. Smith served as Chief Financial Officer of Advent Software, Inc., a portfolio accounting software company. Mr. Smith currently serves on the board of directors of Axon Enterprise, Inc., a global public safety technology company. Mr. Smith previously served on the boards of directors of Elliott Opportunity II Corp., a special purpose acquisition company, from June 2021 to December 2021, Slack Technologies, Inc., a software company, from December 2018 until it was acquired in July 2021, Citrix Systems, Inc., an enterprise software company, from December 2015 to June 2018, Blackline, Inc., a software company, from May 2015 to May 2022, Xero Limited, a cloud-based accounting software company, from April 2015 to March 2020, MINDBODY, Inc., a cloud-based wellness services company, from January 2015 until it was acquired in February 2019, and Splunk Inc. from August 2011 until it was acquired in March 2024 (including as chair from March 2019 to March 2024). Mr. Smith holds a B.Sc. in Economics and Politics from University of Bristol in England and is qualified as a chartered accountant in England and Wales. Skills and Qualifications: Mr. Smith is qualified to serve on our Board because of his experience in the software industry and service as an executive and a director of publicly-traded companies, including software and technology companies. |

  11. Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

    | 12 | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT |

  12. Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class I Directors Continuing in Office Until the 2025 Annual Meeting

  13. Class III Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2027 Annual Meeting

    | Age: 57 Director since: February 2020 Committees: Compensation Nominating and Corporate Governance (Chair) | Elisa A. Steele Director From December 2021 to December 2022, Ms. Steele served as our lead independent director. From August 2018 to August 2019, Ms. Steele served as Chief Executive Officer of Namely, Inc., a human resources software company. From January 2014 to July 2017, Ms. Steele served in various executive positions at Jive Software, Inc., a communication software company, including as President and Chief Executive Officer from February 2015 to July 2017. From August 2013 to December 2013, Ms. Steele served as Corporate Vice President and Chief Marketing Officer of Consumer Applications and Services at Microsoft Corporation, a technology company. Ms. Steele served as Chief Marketing Officer of Skype Inc. (owned by Microsoft) from July 2012 to August 2013. Prior to Skype, Ms. Steele served as Executive Vice President and Chief Marketing Officer at Yahoo! Inc., an Internet services company. Ms. Steele currently serves on the boards of directors of Amplitude Inc., a digital optimization company, JFrog Ltd., a software company, and Bumble Inc., a software company. She previously served on the boards of directors of Cornerstone OnDemand, Inc., a software company, from June 2018 to June 2021 (including as chair of the board of directors from June 2018 to July 2020 and as co-chair of the board of directors from July 2020 to June 2021), Splunk Inc., a software company, from September 2017 until it was acquired in March 2024, Namely, from August 2017 to September 2022 (including as chair of the board), and Jive, from February 2015 to August 2018. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from San Francisco State University. Skills and Qualifications: Ms. Steele is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive and a director of publicly-traded companies, including software and technology companies. |

  14. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    Class I Directors Continuing in Office Until the 2025 Annual Meeting

  15. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | Age: 49 Director since: December 2021 Committees: Compensation | Erin M. Chapple Director Since March 2021, Ms. Chapple has served at Microsoft Corporation, a technology company, as Corporate Vice President of Product for Azure Core, a public cloud computing platform. In addition to leading Azure Core products, Ms. Chapple leads planning across all of Azure. From April 2019 to March 2021, Ms. Chapple served as Microsoft’s Corporate Vice President for Azure Compute, and from June 2018 to April 2019, she served as Corporate Vice President of Windows Server. From October 2014 to June 2018, Ms. Chapple served as General Manager of Windows Server and Director of Program Management at Microsoft. Ms. Chapple joined Microsoft in 1998 as a Program Manager on the Small Business Server. Ms. Chapple holds a B.A.S. in Electrical Engineering from the University of Waterloo and an M.A. in Applied Behavioral Science from Bastyr University. Skills and Qualifications: Ms. Chapple is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive of a publicly-traded technology company. |

  16. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT | 13 |

  17. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class I Directors Continuing in Office Until the 2025 Annual Meeting

  18. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | Age: 38 Director since: June 2014 Committees: Nominating and Corporate Governance | Brian Feinstein Director Since 2013, Mr. Feinstein has served as a Partner at Bessemer Venture Partners, a venture capital firm, where he has been employed since 2008. Mr. Feinstein holds an A.B. in Government from Harvard University. Skills and Qualifications: Mr. Feinstein is qualified to serve on our Board because of his experience in the venture capital industry, his knowledge of the Company, his experience with software and technology companies, and his experience serving as a director of privately-held companies, including software and technology companies. | | Age: 63 Director since: May 2004 Committees: Audit | Kevin J. O’Connor Director Since June 2018, Mr. O’Connor has served as a Partner at ScOp Venture Capital, a venture capital firm. From May 2009 until its acquisition by Amazon.com, Inc. in May 2017, Mr. O’Connor served as Chief Executive Officer of Graphiq, a technology company. Following the acquisition, Mr. O’Connor managed Graphiq’s integration strategy from May 2017 through May 2018. From January 1996 to August 2000, Mr. O’Connor served as Chief Executive Officer of DoubleClick, a technology company. From April 1992 to July 1995, Mr. O’Connor served in various executive roles at Digital Communications Associates, a technology company. From May 1983 to April 1992, Mr. O’Connor served in various research roles at InterComputer Communications Corporation, a technology company, until its acquisition by Digital Communications Associates in April 1992. Mr. O’Connor holds a B.S. in Electrical Engineering from the University of Michigan, Ann Arbor. Skills and Qualifications: Mr. O’Connor is qualified to serve on our Board because of his knowledge of the Company, his experience serving as an executive of various technology companies, and his experience serving as a director of various privately-held companies, including software and technology companies. |

  19. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | 14 | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT |

  20. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class II Directors Continuing in Office Until the 2026 Annual Meeting

  21. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    Class II Directors Continuing in Office Until the 2026 Annual Meeting

  22. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | Age: 56 Director since: January 2002 Committees: None | Craig F. Courtemanche, Jr. President, Chief Executive Officer and Chair of the Board Mr. Courtemanche is the founder of the Company. He has served as our President since November 2019, having previously served in this role from January 2002 to May 2004. In addition, Mr. Courtemanche currently serves as the Chair of our Board, and has served as our Chief Executive Officer and on our Board since January 2002. From 1996 to 2001, Mr. Courtemanche served as the founder and Chief Executive Officer of Webcage, a software consulting firm. From 1993 to 1996, Mr. Courtemanche served as a software engineer at Skip Steveley & Associates, a consulting firm. Skills and Qualifications: Mr. Courtemanche is qualified to serve on our Board because of the perspective and experience he brings as our founder, President, and Chief Executive Officer, as well as his experience in the construction and software industries. | | Age: 53 Director since: April 2021 Committees: Audit | Kathryn A. Bueker Director Since June 2018, Ms. Bueker has served as the Chief Financial Officer of HubSpot, Inc., a customer relationship management platform company. Prior to HubSpot, Ms. Bueker spent 11 years in financial leadership roles of increasing responsibility at Akamai Technologies, Inc., a content-delivery network and cloud service company, most recently serving as Senior Vice President of Business Finance and Operations. Prior to joining Akamai, Ms. Bueker spent almost a decade in investment banking at The Blackstone Group, UBS, Credit Suisse, and Donaldson, Lufkin & Jenrette. Ms. Bueker holds a B.A in Mathematics from Cornell University and an M.B.A. from the Massachusetts Institute of Technology. Skills and Qualifications: Ms. Bueker is qualified to serve on our Board because of her experience serving as an executive of a publicly-traded software company, as well as in other financial leadership roles. |

  23. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT | 15 |

  24. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Director Independence

  25. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | Age: 66 Director since: March 2020 Committees: Compensation (Chair) Nominating and Corporate Governance | Nanci E. Caldwell Director From January 2002 to until it was acquired by Oracle Corporation in December 2004, Ms. Caldwell served as Executive Vice President and Chief Marketing Officer at PeopleSoft, Inc., an enterprise software company. From April 2001 to January 2002, she served as Senior Vice President and Chief Marketing Officer at PeopleSoft. Prior to PeopleSoft, Ms. Caldwell spent 19 years at Hewlett-Packard Company, an information technology company, where she held a number of senior management positions. Ms. Caldwell currently serves on the boards of directors of Equinix, Inc., an information technology data center company, and the Canadian Imperial Bank of Commerce, a retail banking company. Ms. Caldwell previously served on the boards of directors of Citrix Systems, Inc., an enterprise software company, from July 2008 to December 2022, Donnelley Financial Solutions, Inc., a regulatory compliance company, from October 2016 until May 2020, and Talend SA, a software company, from February 2017 until January 2020. Ms. Caldwell holds a B.A. in Psychology from Queen’s University, Kingston, Canada. Skills and Qualifications: Ms. Caldwell is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive and a director of publicly-traded companies, including software and technology companies. |

  26. Compensation Committee

    | + | reviewing and recommending to our Board the compensation of our non-employee directors; |

  27. Director Compensation

    Director Compensation

  28. Director Compensation Table

    Director Compensation Table The following table presents information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2023, other than to Mr. Courtemanche, our President, Chief Executive Officer, and Chair of our Board, who is also a member of our Board but did not receive any additional compensation for service as a director. The compensation of Mr. Courtemanche is set forth below under the section titled “Executive Compensation—Summary Compensation Table” on page 46 of this Proxy Statement.

  29. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kathryn A. Bueker | $45,000 | $235,169 | $280,169 | | Nanci E. Caldwell | $54,300 | $235,169 | $289,469 | | Erin M. Chapple | $42,500 | $235,169 | $277,669 | | Brian Feinstein(2) | $9,825 | — | $9,825 | | William J.G. Griffith IV(3) | — | — | — | | Kevin J. O’Connor | $45,000 | $235,169 | $280,169 | | Graham V. Smith | $78,000 | $235,169 | $313,169 | | Elisa A. Steele | $52,500 | $235,169 | $287,669 |

  30. Director Compensation Table

    | (1) Stock awards contain service-based vesting conditions. The amount reported in this column represents the aggregate grant-date fair value of equity awards granted to a director during the fiscal year ended December 31, 2023, under our 2021 Plan, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718, Stock Compensation (“ASC Topic 718”). The assumptions used in calculating the grant-date fair value of the equity award reported in this column are set forth in the notes to our audited consolidated financial statements included in our 2023 Form 10-K. This amount does not reflect the actual economic value that may be realized by the directors. |

  31. Director Compensation Table

    | (2) Mr. Feinstein declined his cash fees for his service in the fiscal quarters ended June 30, 2023, September 30, 2023, and December 31, 2023, and his Annual Award in connection with the 2023 Annual Meeting. |

  32. Director Compensation Table

    | (3) Mr. Griffith declined his cash fees for his service in the fiscal year ended December 31, 2023 and his Annual Award in connection with the 2023 Annual Meeting. |

  33. Director Compensation Table

    The following table presents information on stock awards granted to non-employee directors during the fiscal year ended December 31, 2023, and the aggregate number of shares of our common stock underlying stock awards held by our non-employee directors as of December 31, 2023.

  34. Director Compensation Table

    | Name | Number of Shares Underlying RSU Awards Granted During the Fiscal Year Ended December 31, 2023 | Number of Shares Underlying RSUs Held as of December 31, 2023 | | Kathryn A. Bueker | 3,574 | 17,130 | | Nanci E. Caldwell | 3,574 | 22,114 | | Erin M. Chapple | 3,574 | 5,352 | | Brian Feinstein(1) | — | — | | William J.G. Griffith IV(2) | — | — | | Kevin J. O’Connor | 3,574 | 3,574 | | Graham V. Smith | 3,574 | 22,114 | | Elisa A. Steele | 3,574 | 22,114 |

  35. Director Compensation Table

    | (1) Mr. Feinstein declined his Annual Award in connection with the 2023 Annual Meeting. |

  36. Director Compensation Table

    | (2) Mr. Griffith declined his Annual Award in connection with the 2023 Annual Meeting. |

  37. Director Compensation Table

    | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT | 25 |

  38. Director Compensation Table

    Director Compensation | Non-Employee Director Compensation Policy

  39. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy, pursuant to which each non-employee director will be eligible to receive compensation for his or her service consisting of the cash retainers and equity awards described below. Our Board or our Compensation Committee has the discretion to amend, modify, suspend, or terminate the non-employee director compensation policy as it deems necessary or appropriate.

  40. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  41. Proposal 1 Election of Directors

    Proposal 1 Election of Directors Our Board currently consists of nine members and is divided into three classes. Each class consists of one-third of the total number of directors on the Board, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms expire at such meeting will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Our directors are divided into the three classes as follows:

  42. Proposal 1 Election of Directors

    | + | the Class I directors are Erin M. Chapple, Brian Feinstein, and Kevin J. O’Connor, whose terms will expire at the 2025 Annual Meeting; |

  43. Proposal 1 Election of Directors

    | + | the Class II directors are Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell, whose terms will expire at the 2026 Annual Meeting; and |

  44. Proposal 1 Election of Directors

    | + | the Class III directors are William J.G. Griffith IV, Graham V. Smith, and Elisa A. Steele, whose terms will expire at the upcoming Annual Meeting. |

  45. Proposal 1 Election of Directors

    Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal. Each of William J.G. Griffith IV, Graham V. Smith, and Elisa A. Steele is currently a member of our Board, and, at the recommendation of our Nominating and Corporate Governance Committee, has been nominated for reelection to serve as a Class III director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting and until his or her successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal. Directors are elected by a plurality of the votes of the shares present in person by remote communication or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our Board.

  46. Proposal 1 Election of Directors

    | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE |

  47. Proposal 1 Election of Directors

    | 28 | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT |

  48. Proposal 1 Election of Directors

    Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm | Principal Accountant Fees and Services

  49. Executive Summary

    | + | Our executive bonuses are dependent on meeting corporate objectives. Our annual performance-based bonus opportunities for all of our named executive officers are “at-risk” and dependent upon our achievement of annual corporate objectives established at the beginning of each year. |

  50. Executive Summary

    | + | We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary portion of our named executive officers’ target total direct compensation. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain employed with us over the long term. |

  51. Executive Summary

    | + | Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises our Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices, so that our Compensation Committee can regularly assess the Company’s individual and total compensation programs against these peer companies, the general competitive marketplace, and other industry data points. |

  52. Executive Summary

    | + | We balance short-term and long-term equity incentives. The equity awards that we grant to executives typically vest quarterly over four years, with a one-year cliff for new hires. |

  53. Executive Summary

    | + | We have introduced performance-based equity incentives for our Chief Executive Officer. Beginning in 2024, 25% of the equity incentives awarded to our Chief Executive Officer consist of performance stock units (“PSUs”). |

  54. Executive Summary

    | + | We do not provide our executive officers with tax gross-up payments on any severance, change in control, or other payments related to a termination of employment or change in control. |

  55. Executive Summary

    | + | We do not provide any “single trigger” change in control payments or benefits to our executive officers. |

  56. Objectives, Philosophy and Elements of Executive Compensation

    | + | attract, incentivize, reward, and retain employees at the executive level who contribute to our long-term success; |

  57. Objectives, Philosophy and Elements of Executive Compensation

    | + | establish a direct link between our financial performance and the cash bonus and long-term equity incentives provided to our executives; and |

  58. Objectives, Philosophy and Elements of Executive Compensation

    | + | effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the creation of long-term value for our stockholders. |

  59. Objectives, Philosophy and Elements of Executive Compensation

    Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal elements: base salary, annual performance-based cash bonuses, and long-term incentive compensation in the form of equity awards. We also provide our executive officers with benefits available to all our employees, including retirement benefits under the Company’s 401(k) retirement savings plan and participation in employee health benefit plans. The following chart summarizes the three main elements of our executive compensation program and their objectives and key features.

  60. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers that provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among base salary, annual performance-based cash bonuses, and long-term incentive compensation in the form of equity awards, short-term and long-term compensation, or cash and non-cash compensation. Instead, our Compensation Committee exercises its judgment to establish a total compensation package for each named executive officer that is a mix of current, short-term, and long-term incentive compensation that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. Historically, we have structured a significant portion of our named executive officers’ target total direct compensation so that it consists of annual performance-based cash bonus opportunities and long-term equity awards in order to align our named executive officers’ incentives with the interests of our stockholders and our corporate goals.

  61. Objectives, Philosophy and Elements of Executive Compensation

    For the fiscal year ended December 31, 2023, (i) 95.6% of our Chief Executive Officer’s target total direct compensation was performance-based or variable and 91.4% of our Chief Executive Officer’s target total direct compensation consisted of long-term equity awards, and (ii) 90.0% of our other NEOs’ target total direct compensation was performance-based or variable and 84.0% of our other NEOs’ target total direct compensation consisted of long-term equity awards.

  62. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee, Management, and Board Our Compensation Committee is appointed by the Board and has responsibilities related to the compensation of our employees (including our executive officers) and non-employee directors and the development and administration of the Company’s compensation programs and plans. For details on our Compensation Committee’s oversight of the executive compensation program, please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance—Committees of Our Board of Directors—Compensation Committee” beginning on page 19 of this Proxy Statement. Our Compensation Committee consists solely of independent members of the Board. Our Compensation Committee reviews and sets all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to our Compensation Committee performance assessments and compensation recommendations for our executive officers, including our named executive officers (but excluding himself). While the Chief Executive Officer discusses his recommendations for our other executive officers, including our named executive officers, with our Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. In addition, our Compensation Committee considers input from its independent compensation consultant on compensation matters for our executive officers, including our named executive officers. Our Compensation Committee also discusses and considers input from the independent members of our Board of Directors on compensation matters for the Chief Executive Officer. Our Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal elements of compensation (base salary, performance-based cash bonuses, and long-term equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines to be appropriate. Our Compensation Committee does not maintain a formal policy regarding the timing of the grant of equity awards to our executive officers. Our Compensation Committee does not delegate authority to approve executive officer compensation. From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited by our Compensation Committee to make presentations, provide financial or other background information or advice, or otherwise participate in our Compensation Committee meetings.

  63. How We Determine Executive Compensation

    Role of Compensation Consultant Under its charter, our Compensation Committee has the right to retain and obtain the advice of compensation consultants, outside legal counsel, and other advisers. During the fiscal year ended December 31, 2023, our Compensation Committee retained Compensia to provide it with competitive market information, analysis, and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our Compensation Committee to, among other things, assist in developing an appropriate group of peer companies to help us assess and determine the appropriate level of overall compensation for our executive officers and non-employee directors as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation-related services to us. Our Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflicts of interest, taking into account the relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee has determined that the work of Compensia and the individual compensation advisors employed by Compensia does not create any conflicts of interest pursuant to SEC rules or NYSE listing standards. Use of Competitive Market Compensation Data Our Compensation Committee believes that it is important to be informed of competitive market data on executive compensation levels and practices as part of its compensation deliberations for our executive officers, including our named executive officers. To this end, in August 2022, our Compensation Committee, in consultation with Compensia, developed and approved an updated peer group that would be used for future compensation decisions. As part of the peer selection process, our Compensation Committee primarily considered publicly traded cloud-based software and other software companies headquartered in the U.S. that had revenue over the preceding four quarters ended June 30, 2022, between 0.4x and 2.5x our revenue for such period and had a market capitalization as of July 1, 2022, between 0.33x and 3.0x our market capitalization as of such date. In addition, our Compensation Committee focused on companies meeting the foregoing profile that also had strong year-over-year revenue growth (generally 15% or higher) and a high market capitalization to revenue multiple (generally 5x or more). Based on this review, our Compensation Committee determined to remove Anaplan and Zendesk from the peer group because they had been acquired and Crowdstrike, DocuSign, The Trade Desk, and Twilio as they no longer met the revenue or market capitalization criteria. Our Compensation Committee then elected to add Asana, Confluent, Dynatrace, Elastic N.V., Five9, Paycom Software, Paylocity Holdings, Samsara, SPS Commerce, Tenable Holdings, and UiPath to the peer group as they were a better fit in relation to our Compensation Committee’s peer selection criteria. As a result of these changes, our peer group expanded from 15 companies to 20 companies. Based on the foregoing considerations, our Compensation Committee approved the following compensation peer group for use in making compensation decisions in 2023:

  64. How We Determine Executive Compensation

    | Fiscal Year 2023 Peer Group | | | | | Alteryx | Dynatrace | New Relic | Samsara | | Asana | Elastic N.V. | Okta | Smartsheet | | Avalara | Five9 | PagerDuty | SPS Commerce | | Confluent | HubSpot | Paycom Software | Tenable Holdings | | Coupa Software | MongoDB | Paylocity Holdings | UiPath |

  65. Factors Used in Determining Executive Compensation

    | + | a range of competitive market data reference points, as described above under the section titled “How We Determine Executive Compensation—Use of Competitive Market Compensation Data”; |

  66. 2023 Executive Compensation Program

    Annual Performance-Based Cash Bonus The Company maintains a performance-based cash bonus program for its executive officers, including its named executive officers. The executive bonus program is structured to reward the Company’s executive officers based on Company performance. Annual bonuses are paid in the following year if and to the extent performance objectives established by our Compensation Committee at the beginning of the applicable year are achieved. Our Compensation Committee believes that the payment of an annual bonus provides the incentive necessary to retain executive officers and reward them for short-term Company performance. For 2023, our Compensation Committee assigned each executive officer, including each named executive officer, a target performance-based cash bonus opportunity that was based on a percentage of each executive officer’s base salary. The target performance-based cash bonus opportunity for each of our named executive officers for 2023 was determined based in part on the competitive market analysis prepared by Compensia.

  67. 2023 Executive Compensation Program

    | Named Executive Officer | 2022 Target Bonus Percentage | | 2023 Target Bonus Percentage | | Craig F. Courtemanche, Jr. | 100 | | 100% | | Howard Fu(1) | N/ | A | 75% | | Benjamin C. Singer | 65 | | 65% | | Steven S. Davis | 75 | | 75% | | Joy D. Durling | 65 | | 65% | | Paul E. Lyandres(2) | 75 | | 75% |

  68. 2023 Executive Compensation Program

    | (1) Mr. Fu was not a named executive officer in 2022. The percentage reported for Mr. Fu represents his bonus target upon his promotion to Chief Financial Officer and Treasurer on May 8, 2023. |

  69. 2023 Executive Compensation Program

    In March 2023, our Compensation Committee approved the executive bonus program for fiscal year 2023 (the “2023 Bonus Program”). The payouts under the 2023 Bonus Program were based 75% on the achievement of a net new bookings target and 25% on the achievement of a non-GAAP operating margin target. The potential payment multiplier outcomes for each metric ranged from 0% to 200%, with a 100% payment multiplier representing on-target performance. Our Compensation Committee sought to set goals that contained rigorous performance hurdles that had to be met before target awards under the 2023 Bonus Program could be earned. The 2023 Bonus Program contained a threshold level for each metric below which no payout would be made. The final payment multiplier for the 2023 Bonus Program was 99.425%. To be eligible to earn a payment under the 2023 Bonus Program, a participant must have remained continually employed by the Company through the bonus payment date. In March 2023, our Compensation Committee also approved a Fintech bonus program for fiscal year 2023 (as amended, the “2023 Fintech Bonus Program”). Mr. Lyandres participated in the 2023 Fintech Bonus Program beginning on May 8, 2023, in connection with his appointment as President of Fintech. The payouts under the 2023 Fintech Bonus Program were based 50% on the achievement of a net revenue target for the Company’s materials financing program and 50% on the achievement of revenue from new insurance customers for the Company’s insurance program. The potential payment multiplier outcomes for each metric ranged from 0% to 200%, with a 100% payment multiplier representing on-target performance. Our Compensation Committee sought to set goals that contained rigorous performance hurdles that had be met before target awards under the 2023 Fintech Bonus Program could be earned. The 2023 Fintech Bonus Program contained a threshold level for each metric below which no payout would be made. To be eligible to earn a payment under the 2023 Fintech Bonus Program, a participant must have remained continually employed by the Company through the bonus payment date.

  70. 2023 Executive Compensation Program

    | Named Executive Officer | 2023 Annual Bonus Target(1) | 2023 Actual Performance-Based Bonus | | Craig F. Courtemanche, Jr. | $545,000 | $541,866 | | Howard Fu(2) | $244,163 | $242,759 | | Benjamin C. Singer | $255,125 | $253,658 | | Steven S. Davis | $308,438 | $306,664 | | Joy D. Durling | $260,813 | $259,313 | | Paul E. Lyandres(3) | $337,500 | $190,103 |

  71. 2023 Executive Compensation Program

    | (2) Mr. Fu’s bonus target changed upon his promotion to Chief Financial Officer and Treasurer on May 8, 2023. |

  72. 2023 Executive Compensation Program

    | (3) Mr. Lyandres participated in the 2023 Bonus Program through May 7, 2023. Beginning May 8, 2023, Mr. Lyandres participated in the 2023 Fintech Bonus Program. The 2023 Annual Bonus Target and the 2023 Actual Performance-Based Bonus represent the combination of these two plans. |

  73. 2023 Executive Compensation Program

    Equity Awards We view equity awards as a critical element of our executive compensation program that encourages long-term performance, promotes accountability, and ensures that the interests of our executive officers are aligned with the interests of our stockholders by linking a significant portion of their overall compensation directly to increases in stockholder value. Equity awards also help us retain our executive officers in a highly competitive market. We grant equity compensation to our executive officers, including our named executive officers, in the form of RSU awards that may be settled for shares of our common stock. The annual equity awards to our executive officers, including our named executive officers, are evaluated and approved by our Compensation Committee in the context of each executive officer’s total compensation and take into account the analysis of competitive market data prepared by Compensia, the individual officer’s responsibilities and performance, the Company’s equity burn rate, the potential dilutive effect of the equity awards on our stockholders, and certain of the factors listed under the section titled “Factors Used in Determining Executive Compensation” on page 40 of this Proxy Statement. Our Compensation Committee also takes into account the recommendations of the Chief Executive Officer on the compensation of other executive officers with respect to appropriate equity awards and any particular individual circumstances. In March 2023, our Compensation Committee made the following grants of RSU awards to our named executive officers:

  74. 2023 Executive Compensation Program

    | Named Executive Officer | # of RSUs(2) | Target Equity Value | | Craig F. Courtemanche, Jr. | 198,105 | $12,000,000 | | Howard Fu(1) | N/A | N/A | | Benjamin C. Singer | 54,479 | $3,300,000 | | Steven S. Davis | 47,876 | $2,900,000 | | Joy D. Durling | 28,065 | $1,700,000 | | Paul E. Lyandres | 82,544 | $5,000,000 |

  75. 2023 Executive Compensation Program

    | (2) The number of RSUs was calculated using the target equity value divided by an amount equal to the unweighted average closing price of our common stock on the NYSE over the 15 trading day period ending on the third business day prior to the date of determination. |

  76. 2023 Executive Compensation Program

    1/16th of the shares underlying the RSU awards vest on each Company Vesting Date beginning with the first Company Vesting Date following the vesting commencement date of February 20, 2023, subject to such named executive officer’s continuous service through each such vesting date. On May 8, 2023, in connection with his promotion to Chief Financial Officer and Treasurer, Mr. Fu was granted 68,512 RSUs with a target equity value of $4,150,000. Our Compensation Committee considered Mr. Fu’s unvested equity when determining the size of his promotion grant. Our Compensation Committee also considered

  77. 2023 Executive Compensation Program

    market data on Chief Financial Officer annual compensation and recent Chief Financial Officer hires, both of which were provided by Compensia. The number of RSUs granted was calculated using the target equity value divided by an amount equal to the unweighted average closing price of our common stock on the NYSE over the preceding 15 trading day period ending on the third business day prior to the date of determination. 1/16th of the shares underlying the RSU awards vest on each Company Vesting Date, beginning with the first Company Vesting Date following the vesting commencement date of February 20, 2023, subject to Mr. Fu’s continuous service through each such vesting date. Upon vesting, each RSU award may be settled by issuing the number of shares of our common stock that equals the number of RSUs that have vested. In November 2023, our Compensation Committee approved a policy whereby all outstanding and future options and RSUs issued under our 2021 Plan and our 2014 Plan (including those held by our named executive officers) will vest in full in connection with the holder’s termination of service by reason of death or permanent disability. Please refer to the section titled “2024 CEO Equity Award” for a discussion of the treatment of the PSUs issued to our Chief Executive Officer in the event of his termination of service by reason of death or permanent disability.

  78. 2024 CEO Equity Award

    2024 CEO Equity Award In 2024, after consultation with Compensia, our Compensation Committee introduced performance-based equity incentives as a component of our Chief Executive Officer’s annual equity award. The 2024 award is comprised of 75% RSUs and 25% PSUs. The PSUs will be eligible to be earned based on our fiscal year 2024 performance against revenue and non-GAAP operating margin targets set at the beginning of the fiscal year. In selecting these metrics, our Compensation Committee considered a variety of factors, including our continued growth, our dynamic industry, the difficulty of predicting future performance in a changing business environment, and the metrics used in the 2023 Bonus Program, and concluded that revenue growth and non-GAAP operating margin were most directly linked to our long-term growth and profitability plans. As a result, these metrics drive stockholder value and further align the interests of our Chief Executive Officer with those of our stockholders. 75% of the PSUs will become eligible to vest based on the attainment of the revenue performance goal, with a payout range of 0% to 200% of target. 25% of the PSUs will become eligible to vest based on the attainment of the non-GAAP operating margin performance goal, with a payout range of 0% to 150% of target. One-third of the PSUs that become eligible to vest based on performance attainment will vest on February 20, 2025, and 1/12th of the PSUs that become eligible to vest based on performance attainment will vest on each Company Vesting Date thereafter, beginning on May 20, 2025, subject to Mr. Courtemanche’s continuous service through each such vesting date. In the event of Mr. Courtemanche’s termination of service by reason of death or permanent disability during the performance period or during the vesting period following the performance period, as applicable, for the PSUs, the PSUs will vest in accordance with the terms of the PSU agreement.

  79. Other Features of Our Executive Compensation Program

    Severance and Change in Control Benefits We have entered into executive severance agreements with each of our named executive officers, as discussed in more detail below in the section titled “Potential Payments Upon Termination or Change in Control—Executive Severance Arrangements” beginning on page 52 of this Proxy Statement. Health and Welfare Benefits All of our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, retirement, life, disability, and accidental death and dismemberment insurance plans, in each case, on the same basis as all of our eligible U.S. employees. We pay the premiums for the basic life, disability, and accidental death and dismemberment insurance for all of our employees, including our named executive officers. We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis, as discussed in more detail below in the section titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Other Compensation and Benefits” on page 49 of this Proxy Statement. Perquisites We generally do not provide perquisites or personal benefits to our named executive officers.

  80. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended December 31, 2023, 2022, and 2021.

  81. Summary Compensation Table

    | Name and Principal Position | Fiscal Year Ended December 31, | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Craig F. Courtemanche, Jr. President, Chief Executive Officer, and Chair of the Board | 2023 | 545,000 | — | 11,807,058 | 541,866 | 24,415 | 12,918,339 | | | 2022 | 517,500 | — | 12,780,989 | 534,578 | 23,849 | 13,856,916 | | | 2021 | 460,001 | — | 9,693,853 | 460,320 | 10,933 | 10,625,107 | | Howard Fu(4) Chief Financial Officer and Treasurer | 2023 | 383,655 | — | 4,942,987 | 242,759 | 18,528 | 5,587,929 | | Benjamin C. Singer(5) Chief Legal Officer and Corporate Secretary | 2023 | 392,500 | — | 3,246,948 | 253,658 | 12,904 | 3,906,010 | | | 2022 | 378,750 | — | 2,811,846 | 240,366 | 14,143 | 3,445,105 | | Steven S. Davis(7) President, Product and Technology | 2023 | 411,250 | — | 2,853,410 | 306,664 | 18,549 | 3,589,873 | | | 2022 | 151,515 | 250,000(8) | 12,436,771 | 117,462 | 3,500 | 12,959,248 | | Joy D. Durling(6) Chief Data Officer | 2023 | 401,250 | — | 1,672,674 | 259,313 | 10,638 | 2,343,875 | | | 2022 | 297,917 | 200,000(8) | 7,343,087 | 199,215 | 41,269 | 8,081,488 | | Paul E. Lyandres President of Fintech(9) | 2023 | 450,000 | — | 4,919,622 | 190,103 | 16,094 | 5,575,819 | | | 2022 | 440,000 | — | 7,412,957 | 330,302 | 13,083 | 8,196,342 | | | 2021 | 395,000 | — | 3,877,579 | 250,659 | 8,719 | 4,531,957 |

  82. Summary Compensation Table

    | (1) The amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during 2021, 2022, and 2023, computed in accordance with ASC Topic 718. The amounts disclosed for stock awards under our 2014 Plan, which were granted prior to our IPO, are computed without consideration of the probability of achieving the performance condition. The performance condition was satisfied on the effective date of a registration statement for our IPO. The assumptions used in calculating the grant date fair value of the stock awards are set forth in the notes to our audited consolidated financial statements included in our 2023 Form 10-K. This amount does not reflect the actual economic value that may be realized by the named executive officer. Please refer to the table titled “Outstanding Equity Awards at Fiscal Year-End” beginning on page 50 of this Proxy Statement for additional information. |

  83. Summary Compensation Table

    | (2) The amounts in this column for fiscal year 2021, 2022, and 2023 reflect cash incentives earned by our named executive officers under our 2021 corporate bonus program, 2022 corporate bonus program, and the 2023 Bonus Program, respectively, as determined by our Compensation Committee. Please refer to the section titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Tables-Non-Equity Incentive Plan Compensation” beginning on page 47 of this Proxy Statement for a description of the material terms pursuant to which this compensation was earned. |

  84. Summary Compensation Table

    | (3) The amounts reported in 2023 include (i) matching 401(k) plan contributions of $24,415 for Mr. Courtemanche, $18,492 for Mr. Fu, $12,904 for Mr. Singer, $18,505 for Mr. Davis, $10,594 for Ms. Durling, and $15,386 for Mr. Lyandres and (ii) taxable service anniversary gifts for Ms. Durling and Messrs. Fu, Davis, and Lyandres. |

  85. Summary Compensation Table

    | (4) Mr. Fu was not a named executive officer in fiscal years 2021 or 2022. |

  86. Summary Compensation Table

    | (5) Mr. Singer was not a named executive officer in fiscal year 2021. |

  87. Summary Compensation Table

    | (6) Ms. Durling commenced employment with us on March 28, 2022. |

  88. Summary Compensation Table

    | (7) Mr. Davis commenced employment with us on August 15, 2022. |

  89. Summary Compensation Table

    | (8) The amount disclosed represents a one-time signing bonus paid to the named executive officer in connection with the named executive officer’s commencement of employment with the Company. |

  90. Summary Compensation Table

    | (9) Mr. Lyandres served as our Chief Financial Officer and Treasurer until May 8, 2023, when he transitioned to a newly-established position as President of Fintech. |

  91. Summary Compensation Table

    | 46 | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT |

  92. Summary Compensation Table

    Executive Compensation | Grants of Plan-Based Awards

  93. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2023.

  94. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards ($) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | ($)(1) | | Craig F. Courtemanche, Jr. | RSU | 3/30/2023 | — | — | — | — | — | — | 198,105(2) | 11,807,058 | | | Cash | 2/29/24 | 381,500 | 545,000 | 1,090,000 | — | — | — | — | — | | Howard Fu | RSU | 3/30/2023 | — | — | — | — | — | — | 18,160(2) | 1,082,336 | | | RSU | 5/8/2023 | — | — | — | — | — | — | 68,512(2) | 3,860,651 | | | Cash | 2/29/24 | 170,914 | 244,163 | 488,326 | — | — | — | — | — | | Benjamin C. Singer | RSU | 3/30/2023 | — | — | — | — | — | — | 54,479(2) | 3,246,948 | | | Cash | 2/29/24 | 178,588 | 255,125 | 510,250 | — | — | — | — | — | | Steven S. Davis | RSU | 3/30/2023 | — | — | — | — | — | — | 47,876(2) | 2,853,410 | | | Cash | 2/29/24 | 215,906 | 308,438 | 616,875 | — | — | — | — | — | | Joy D. Durling | RSU | 3/30/2023 | — | — | — | — | — | — | 28,065(2) | 1,672,674 | | | Cash | 2/29/24 | 182,569 | 260,813 | 521,625 | — | — | — | | | | Paul E. Lyandres | RSU | 3/30/2023 | — | — | — | — | — | — | 82,544(2) | 4,919,622 | | | Cash(3) | 2/29/24 | 64,588 | 337,500 | 675,000 | — | — | — | — | — |

  95. Grants of Plan-Based Awards

    | (1) The amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during the fiscal year ended December 31, 2023, computed in accordance with ASC Topic 718. |

  96. Grants of Plan-Based Awards

    | (2) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSU on May 20, 2023, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  97. Grants of Plan-Based Awards

    | (3) Mr. Lyandres participated in the 2023 Bonus Program through May 7, 2023. Beginning May 8, 2023, Mr. Lyandres participated in the 2023 Fintech Bonus Program. The Estimated Future Payouts Under Non-Equity Incentive Plan Awards for his cash award represent the combination of these two plans. |

  98. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  99. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2023.

  100. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($) | | Craig F. Courtemanche, Jr. | 11/10/2016(2) | 976,916 | — | 2.42 | 11/10/2026 | — | — | | | 7/12/2018(3) | 546,000 | — | 12.22 | 7/12/2028 | | | | | 7/12/2018 | | | | | 136,500(4) | 9,448,530 | | | 4/15/2020 | — | — | — | — | 22,660(5) | 1,568,525 | | | 3/16/2021 | — | — | — | — | 47,654(6) | 3,298,610 | | | 3/29/2022 | — | — | — | — | 122,184(7) | 8,457,576 | | | 3/30/2023 | | | | | 160,961(8) | 11,141,720 | | Howard Fu | 3/16/2021 | — | — | — | — | 25,625(9) | 1,773,763 | | | 3/29/2022 | — | — | — | — | 10,753(7) | 744,323 | | | 3/30/2023 | — | — | — | — | 14,755(8) | 1,021,341 | | | 5/8/2023 | — | — | — | — | 55,666(8) | 3,853,201 | | Benjamin C. Singer | 6/4/2019(10) | 120,000 | — | 22.63 | 6/4/2029 | — | — | | | 4/15/2020 | — | — | — | — | 2,678(5) | 185,371 | | | 3/16/2021 | — | — | — | — | 11,914(6) | 824,687 | | | 3/29/2022 | — | — | — | — | 26,881(7) | 1,860,703 | | | 3/30/2023 | — | — | — | — | 44,265(8) | 3,064,023 | | Steven S. Davis | 8/20/2022 | — | — | — | — | 145,290(11) | 10,056,974 | | | 3/30/2023 | — | — | — | — | 38,900(8) | 2,692,658 | | Joy D. Durling | 4/26/2022 | — | — | — | — | 76,861(12) | 5,320,318 | | | 3/30/2023 | — | — | — | — | 22,803(8) | 1,578,424 | | Paul E. Lyandres | 1/18/2017(13) | 42,655 | — | 3.60 | 1/18/2027 | — | — | | | 7/12/2018(14) | 67,866 | — | 12.22 | 7/12/2028 | — | — | | | 9/5/2019(15) | 45,241 | — | 24.48 | 9/5/2029 | — | — | | | 4/15/2020 | — | — | — | — | 7,210(5) | 499,076 | | | 3/16/2021 | — | — | — | — | 19,062(6) | 1,319,472 | | | 3/29/2022 | — | — | — | — | 70,867(7) | 4,905,414 | | | 3/30/2023 | — | — | — | — | 67,067(8) | 4,642,378 |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (1) All of the stock and option awards granted prior to our IPO were granted under our 2014 Plan and are subject to acceleration of vesting upon certain events. |

  102. Outstanding Equity Awards at Fiscal Year-End

    | (2) 1/60th of the shares subject to the option shall vest on each one-month anniversary after the vesting commencement date of February 5, 2016, subject to continued service through each applicable vesting date. |

  103. Outstanding Equity Awards at Fiscal Year-End

    | (3) 1/48th of the shares subject to the option shall vest on each one-month anniversary of after the vesting commencement date of January 1, 2019, subject to continued service through each applicable vesting date. |

  104. Outstanding Equity Awards at Fiscal Year-End

    | (4) 1/4th of the shares subject to the RSUs vested on February 20, 2022, and 1/4th of the shares subject to the RSUs shall vest on each of the three one-year anniversaries of such Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  105. Outstanding Equity Awards at Fiscal Year-End

    | (5) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSUs on May 20, 2020, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  106. Outstanding Equity Awards at Fiscal Year-End

    | (6) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSUs on May 20, 2021, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  107. Outstanding Equity Awards at Fiscal Year-End

    | 50 | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT |

  108. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation | Fiscal Year 2023 Option Exercises and Stock Vested

  109. Outstanding Equity Awards at Fiscal Year-End

    | (7) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSUs on May 20, 2022, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (8) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSUs on May 20, 2023, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (9) The service-based vesting condition was satisfied as to 1/4th of the shares subject to the RSUs on February 20, 2022, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  112. Outstanding Equity Awards at Fiscal Year-End

    | (10) 1/4th of the shares subject to the option vested on April 21, 2020, and 1/48th of the shares subject to the option shall vest on each one-month anniversary thereafter, subject to continued service through each applicable vesting date. |

  113. Outstanding Equity Awards at Fiscal Year-End

    | (11) The service-based vesting condition was satisfied to 1/4th of the shares subject to the RSUs on August 20, 2023, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  114. Outstanding Equity Awards at Fiscal Year-End

    | (12) The service-based vesting condition was satisfied as to 1/4th of the shares subject to the RSUs on February 20, 2023, and 1/16th of the shares subject to the RSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (13) 1/48th of the shares subject to the option shall vest on each one-month anniversary after the vesting commencement date of December 1, 2016, subject to continued service through each applicable vesting date. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (14) 1/48th of the shares subject to the option shall vest on each one-month anniversary after the vesting commencement date of July 1, 2018, subject to continued service through each applicable vesting date. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (15) 1/48th of the shares subject to the option shall vest on each one-month anniversary after the vesting commencement date of July 10, 2019, subject to continued service through each applicable vesting date. |

  118. Fiscal Year 2023 Option Exercises and Stock Vested

    Fiscal Year 2023 Option Exercises and Stock Vested The following table presents certain information regarding any option exercises and stock vested during the fiscal year ended December 31, 2023, with respect to our named executive officers.

  119. Fiscal Year 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Craig F. Courtemanche, Jr. | — | — | 288,461 | 17,508,640 | | Howard Fu | — | — | 41,529 | 2,475,381 | | Benjamin C. Singer | — | — | 52,217 | 3,128,572 | | Steven S. Davis | — | — | 75,016 | 4,610,300 | | Joy D. Durling | | | 65,042 | 3,985,756 | | Paul E. Lyandres | 46,113 | 2,581,909 | 100,437 | 6,026,492 |

  120. Fiscal Year 2023 Option Exercises and Stock Vested

    | (1) The value realized upon exercise was calculated by multiplying the number of shares acquired upon exercise by the closing price of our common stock on the date prior to the applicable exercise date minus the strike price paid, and does not reflect actual proceeds received by our named executive officers. |

  121. Fiscal Year 2023 Option Exercises and Stock Vested

    | (2) The value realized upon vesting was calculated by multiplying the number of shares of common stock vested by the closing price of our common stock on the date prior to the applicable vesting date, and does not reflect actual proceeds received by our named executive officers. |

  122. Pension Benefits

    Pension Benefits None of our named executive officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. Our Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interests.

  123. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During fiscal year 2023, our U.S. employees, including our named executive officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified. For RSUs granted in fiscal year 2024 and later, each non-employee director will have the opportunity to elect to defer settlement of the RSUs until the earlier of (i) the date that is 90 days following the date on which the director ceases to serve as a member of the Board or (ii) a change in control. Please refer to the section titled “Director Compensation” beginning on page 25 of this Proxy Statement for additional details.

  124. Nonqualified Deferred Compensation

    | PROCORE TECHNOLOGIES, INC. 2024 PROXY STATEMENT | 51 |

  125. Nonqualified Deferred Compensation

    Executive Compensation | Potential Payments Upon Termination or Change in Control

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  127. Pay Ratio

    Pay Ratio Under Dodd-Frank and Item 402(u) of Regulation S-K, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our PEO (our Chief Executive Officer, Mr. Courtemanche), and the ratio of these two amounts. We estimate that the median of the 2023 annual total compensation for all employees of the Company as of December 31, 2023 (the “Determination Date”), excluding our Chief Executive Officer, was $165,639, as calculated pursuant to relevant SEC rules (the “Median Annual Compensation”). The total compensation of our Chief Executive Officer in 2023 was $12,918,339, as reflected in the Summary Compensation Table on page 46 of this Proxy Statement. The ratio of our Chief Executive Officer’s 2023 total compensation to the Median Annual Compensation was approximately 78 to 1. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with relevant SEC rules. As noted above, we selected December 31, 2023, as the date upon which we would identify the “median employee.” We included all of our full-time and part-time employees globally, but excluded our Chief Executive Officer and approximately 15 employees who joined Procore as part of our acquisition of Unearth Technologies Inc. and our acquisition of an in-process research and development intangible asset during 2023. Our analysis included approximately 3,700 full-time and part-time employees, including hourly employees. The consistently applied compensation measure that we used to identify the median employee was the sum of:

  128. Pay Ratio

    | + | the 2023 base salary in effect on the Determination Date (pro-rated for the portion of the year worked, in the case of employees who commenced employment in 2023), without any cost of living adjustments with respect to employees outside the U.S.; |

  129. Pay Ratio

    | + | the 2023 target annual bonus or commission target as in effect on the Determination Date (pro-rated for the portion of the year worked, in the case of employees who commenced employment in 2023); and |

  130. Pay Ratio

    | + | the grant date fair value of equity awards granted during 2023, calculated in accordance with ASC 718. |

  131. Pay Ratio

    Earnings of our employees outside of the U.S. were converted to U.S. dollars using the foreign exchange rates in our fiscal year 2024 financial plan.

  132. Pay Ratio

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  133. Pay Ratio

    Executive Compensation | Pay Ratio We believe that this measure reasonably reflects the annual compensation of our employees. Once we identified the median employee, we totaled all of the elements of the employee’s compensation for 2023 in accordance with the requirements of applicable SEC rules and calculated the pay ratio. The rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt various methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As such, the pay ratio reported by other companies may not be directly comparable to our pay ratio.

  134. Pay Ratio

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  135. Pay Ratio

    | Pay Versus Performance

  136. Pay Versus Performance

    Pay Versus Performance The following table presents information about the relationship between executive compensation actually paid to our PEO and our other named executive officers (for purposes of this section, the “Non-PEO NEOs”) and certain financial performance measures of the Company. For further information concerning our philosophy of executive pay tied to performance and how we align executive compensation with our performance, please refer to the section titled “Compensation Discussion and Analysis” be ginning on page 35 o f this Proxy Statement.

  137. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (8) | | Non-GAAP Operating Margin (9) | | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | | | | | 2023 | $12,918,339 | | 25,334,504 | $4,200,701 | $7,280,125 | $78.66 | $137.02 | ($ | 190) | 2% | | 2022 | $13,856,196 | ($ | 9,591,955) | $8,170,546 | $4,544,907 | $53.61 | $82.31 | ($ | 287) | (10%) | | 2021 | $10,625,107 | | 76,757,138 | $4,809,572 | $25,498,661 | $90.88 | $128.15 | ($ | 265) | (6%) |

  138. Pay Versus Performance

    | (1) We were not a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act prior to 2021, and as such, we have not included any information in this table for 2020. |

  139. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amounts of total compensation reported for Mr. Courtemanche (our President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 46 of this Proxy Statement. |

  140. Pay Versus Performance

    | (3) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Courtemanche, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Courtemanche during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Courtemanche’s total compensation for 2023 to determine the compensation actually paid: |

  141. Pay Versus Performance

    | Prior FYE | 12/31/2022 | | | Current FYE | 12/31/2023 | | | Fiscal Year | 2023 | | | PEO Summary Compensation Table Total | | 12,918,339 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year | ($ | 11,807,058) | | + Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 11,141,720 | | + Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 7,251,116 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | 2,195,586 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year | | 3,634,801 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year | | 0 | | Compensation Actually Paid | | 25,334,504 |

  142. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs for each corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 46 of this Proxy Statement. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in 2023 are Howard Fu, Benjamin C. Singer, Steven S. Davis, Joy D. Durling, and Paul E. Lyandres. |

  143. Pay Versus Performance

    | (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the Non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 3. |

  144. Pay Versus Performance

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  145. Pay Versus Performance

    | Financial Performance Measures

  146. Pay Versus Performance

    | Prior FYE | 12/31/2022 | | | Current FYE | 12/31/2023 | | | Fiscal Year | 2023 | | | Non-PEO NEOs Summary Compensation Table Total | | 4,200,701 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year | ($ | 3,527,128) | | + Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 3,370,405 | | + Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 1,750,598 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | 664,160 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year | | 821,389 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year | | 0 | | Compensation Actually Paid | | 7,280,125 |

  147. Pay Versus Performance

    | (6) Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends (if any) for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. |

  148. Pay Versus Performance

    | (7) Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Computer Index, which is the same peer group used in Part II, Item 5 of our 2023 Form 10-K. |

  149. Pay Versus Performance

    | (8) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |

  150. Pay Versus Performance

    | (9) We have identified non-GAAP operating margin as the most important financial performance measure used to link compensation actually paid to our PEO and Non-PEO NEOs to our performance in fiscal year 2023, as this measure was one of the two metrics used to determine payout to our PEO and Non-PEO NEOs under the 2023 Bonus Program. The other metric was net new bookings, which is not a financial performance measure. The payouts under the 2023 Bonus Program were based 75% on the achievement of a net new bookings target and 25% on the achievement of a non-GAAP operating margin target. Please refer to the section titled “2023 Executive Compensation Program—Annual Performance-Based Cash Bonus” beginning on page 41 of this Proxy Statement for further discussion of the 2023 Bonus Program. Please refer to Appendix A for a discussion of non-GAAP operating margin, as well as a reconciliation of this measure, to the most directly comparable financial measure calculated and presented in accordance with GAAP. |

  151. of the Information Presented in the Pay Versus Performance Table

    of the Information Presented in the Pay Versus Performance Table As described in greater detail in the section titled “Compensation Discussion and Analysis” beginning on page 35 of this Proxy Statement, our executive compensation program reflects our philosophy of executive pay tied to performance. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. We used non-GAAP operating margin to link compensation paid (including “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K) to Company performance. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical illustrations of the relationships among information presented in the Pay versus Performance table.

  152. of the Information Presented in the Pay Versus Performance Table

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  153. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) the cumulative TSR.

  154. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) net income.

  155. Compensation Actually Paid and Net Income

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  156. Compensation Actually Paid and

    Compensation Actually Paid and

  157. Compensation Actually Paid and Cumulative TSR of the Peer Group

    Compensation Actually Paid and Cumulative TSR of the Peer Group The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) the cumulative TSR of the NASDAQ Computer Index peer group.

  158. Compensation Actually Paid and Cumulative TSR of the Peer Group

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