DEF 14A of Procore Technologies, Inc., Apr 24, 2026

DEF 14A of Procore Technologies, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177306

Open on EDGAR

  1. Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

    Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

  2. Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

    | Age: 58 Director since: January 2002 Committees: None | Craig F. Courtemanche, Jr. Chair of the Board Mr. Courtemanche is the founder of the Company. Mr. Courtemanche currently serves as the Chair of our Board, and has served on our Board since January 2002. He served as our CEO from January 2002 to November 2025. He also served as our President from November 2019 to November 2025, having previously served in this role from January 2002 to May 2004. On November 10, 2025, Mr. Courtemanche resigned as CEO and President upon the appointment of Ajei S. Gopal. As Chair, Mr. Courtemanche continues to be deeply involved in the Company’s business and to lead our Board. From 1996 to 2001, Mr. Courtemanche served as the founder and CEO 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 and former President and CEO, as well as his experience in the construction and software industries. | | Age: 55 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. |

  3. Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

    | 14 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  4. Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class III Directors Continuing in Office Until the 2027 Annual Meeting

  5. Class II Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2029 Annual Meeting

    | Age: 68 Director since: March 2020 Committees: Compensation (Chair) Nominating and Corporate Governance | Nanci E. Caldwell Director From January 2002 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 board of directors of Equinix, Inc., an information technology data center company. Ms. Caldwell previously served on the boards of directors of the Canadian Imperial Bank of Commerce, a retail banking company, from December 2015 to February 2026, 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. |

  6. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    Class III Directors Continuing in Office Until the 2027 Annual Meeting

  7. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    | Age: 54 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 currently serves on the board of directors of ServiceTitan, Inc., a cloud-based customer relationship management software company, and Netskope, a cloud-based security solutions company. 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. |

  8. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 15 |

  9. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class III Directors Continuing in Office Until the 2027 Annual Meeting

  10. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    | Age: 55 Director since: April 2026 Committees: Audit | Vishal Misra Director Dr. Misra is the RKS Family Professor of Computer Science and Vice Dean of Computing and Artificial Intelligence at Columbia University, a private research university. He has served as a Professor of Computer Science and Electrical Engineering at Columbia since 2016. Dr. Misra has also served as Vice Dean of Computing and Artificial Intelligence at Columbia since January 2024. Dr. Misra previously served as Associate Professor of Computer Science at Columbia from 2005 to 2016, and Assistant Professor of Computer Science at Columbia from 2001 to 2005. Dr. Misra founded Ask Here First, Inc., an AI-based natural language query solution, in January 2021. He also served as Chief Technology Officer of Infinio Systems Inc., a storage-performance software development company, from 2012 to 2014 and as Chief Executive Officer from 2011 to 2012. Dr. Misra holds a B.Tech. from Indian Institute of Technology Bombay and an M.S. and Ph.D. from the University of Massachusetts at Amherst. Skills and Qualifications: Dr. Misra is qualified to serve on our Board because of his academic and technical expertise in computer science, cybersecurity, and artificial intelligence, as well as his experience as a founder and former executive in software and technology companies. | | Age: 66 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 CEO 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 boards of directors of Axon Enterprise, Inc., a global public safety technology company, and GoDaddy, an Internet domain registry and web hosting 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 previously qualified as a chartered accountant in England and Wales (inactive). 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 Directors Continuing in Office Until the 2027 Annual Meeting

    | 16 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  12. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class I Directors Continuing in Office Until the 2028 Annual Meeting

  13. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    | Age: 59 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 CEO 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 CEO 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 JFrog Ltd., a software company, Bumble Inc., a software company, and Nextdoor Holdings, Inc., a social networking company. She previously served on the boards of directors of Amplitude Inc., a digital optimization company, from March 2021 to June 2025, 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 June 2017. 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 2028 Annual Meeting

    Class I Directors Continuing in Office Until the 2028 Annual Meeting

  15. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | Age: 51 Director since: December 2021 Committees: Compensation | Erin M. Chapple Director Since 2018, Ms. Chapple has served as a Corporate Vice President at Microsoft Corporation, a technology corporation, most recently leading or supporting the Commercial Solutions Areas and Worldwide Sales and Solutions organization since September 2024. Ms. Chapple has held a number of other leadership positions at Microsoft, including Corporate Vice President of Product for Azure Core, a public cloud computing platform, from March 2021 to August 2024, Corporate Vice President for Azure Compute, from April 2019 to March 2021, Corporate Vice President of Windows Server, from June 2018 to April 2019; and General Manager of Windows Server and Director of Program Management, from October 2014 to June 2018. 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 2028 Annual Meeting

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 17 |

  17. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class I Directors Continuing in Office Until the 2028 Annual Meeting

  18. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | Age: 64 Director since: September 2025 Committees: None | Ajei S. Gopal President and CEO Dr. Gopal has served as our CEO since November 2025 and as a member of our Board since September 2025. He previously held the role of CEO Designate from September to November 2025. From January 2017 to July 2025, Dr. Gopal served as the President and CEO of Ansys, Inc., an engineering simulation software company. From August 2016 to December 2016, Dr. Gopal served as the President and Chief Operating Officer of Ansys. From 2013 to 2016, Dr. Gopal served as an operating partner at Silver Lake Technology Management, L.L.C., a private equity technology investment firm, where he was seconded as interim President and Chief Operating Officer to Symantec Corporation, a cybersecurity company, in 2016. Prior to that, Dr. Gopal served as Senior Vice President and General Manager, HP Software, at Hewlett Packard, an information technology company, from 2011 to 2013; Executive Vice President and General Manager at CA Technologies, Inc., an enterprise software company, from 2006 to 2011; and from 2004 to 2006, as Executive Vice President and Chief Technology Officer at Symantec. Earlier, Dr. Gopal was the Founder and CEO of ReefEdgeNetworks, a wireless local area network system provider, and held several roles at IBM Research and IBM’s Software Group. Dr. Gopal began his career at Bell Communications Research in 1984. Dr. Gopal currently serves on the board of directors of Fiserv, Inc., a financial technology and payment solutions company. He previously served on the board of directors of Synopsys, Inc., an electronic design automation company, from July 2025 to April 2026, Citrix Systems, Inc., an enterprise software company, from September 2017 to October 2021, and Ansys from February 2011 to July 2025. Dr. Gopal earned a B.Tech. in Mechanical Engineering from the Indian Institute of Technology in Bombay and a Ph.D. in Computer Science from Cornell University. Skills and Qualifications: Dr. Gopal is qualified to serve on our Board because of the perspective and experience he brings as our President and CEO, his experience in the software and technology industries, his service as an executive and a director of publicly-traded companies, and his operational and business development experience. |

  19. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | 18 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  20. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    Information Regarding the Board of Directors and Corporate Governance | Class I Directors Continuing in Office Until the 2028 Annual Meeting

  21. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | Age: 65 Director since: December 2025 Committees: Compensation Nominating and Corporate Governance | Ronald W. Hovsepian Director Mr. Hovsepian has served on our board of directors since December 2025. Mr. Hovsepian is Executive Chairman and CEO of Skillsoft Corporation, an educational technology company, a position he has held since April 2024. From September 2020 to January 2024, Mr. Hovsepian was the President and CEO of Indigo Ag, Inc., an agricultural technology company. From October 2018 to January 2021, Mr. Hovsepian served as an Executive Partner at Flagship Pioneering, Inc., a venture capital firm focused on healthcare. From December 2011 to January 2017 (when it was acquired by SynchronossTechnologies, Inc.), he was the President and CEO of Intralinks Holdings, a global provider of collaboration solutions and virtual data rooms. Prior to Intralinks, Mr. Hovsepian held the position of President and CEO of Novell, Inc., a software and services company, from 2006 to 2011, and President and Chief Operating Officer from 2005 to 2006. From 2000 to 2003, Mr. Hovsepian worked in the venture capital industry. He started his career at International Business Machines Corporation, a technology company, spending approximately 16 years there and serving in several executive positions. Mr. Hovsepian currently serves on the board of directors of Skillsoft. Previously, Mr. Hovsepian served on the board of directors of Ansys, Inc., an engineering simulation software company, from February 2012 until its acquisition by Synopsys in July 2025 (including as chairman from May 2019 to July 2025, lead independent director from 2014 to 2019, and non-executive chairman from 2014 to 2016), Pegasystems Inc., a software company, from January 2019 to June 2021, Intralinks, from December 2011 to January 2017, ANN Inc., a woman’s clothing retailer, from 1998 to 2015 (including as non-executive chairman from 2005 to 2015), and Intralinks. Mr. Hovsepian holds a B.S. from Boston College. Skills and Qualifications: Mr. Hovsepian is qualified to serve on our Board because of his experience in the software and technology industries as an executive and venture capital investor, his service as an executive, board chairman, and director of various publicly-traded technology companies across a range of industries, and his experience in sales, marketing, and product development. |

  22. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 19 |

  23. Class I Directors Continuing in Office Until the 2028 Annual Meeting

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

  24. Class I Directors Continuing in Office Until the 2028 Annual Meeting

    | Age: 65 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 CEO 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 CEO 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. |

  25. Director Compensation

    Director Compensation

  26. 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, 2025, other than to (1) Mr. Courtemanche, our former President and CEO, and Chair of our Board, whose compensation as a non-employee director is set forth in the Summary Compensation Table, (2) Dr. Gopal, our President and CEO, who is also a member of our Board but did not receive any additional compensation for service as a director, and (3) Dr. Misra, who joined the Board after December 31, 2025. The compensation of Mr. Courtemanche and Dr. Gopal is set forth below under the section titled “Executive Compensation—Summary Compensation Table” on page 66 of this Proxy Statement.

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Kathryn A. Bueker | 46,038 | 205,259 | 0 | 251,297 | | Nanci E. Caldwell | 55,563 | 205,259 | 0 | 260,822 | | Erin M. Chapple | 43,475 | 205,259 | 0 | 248,734 | | Brian Feinstein(2) | 0 | 0 | 0 | 0 | | William J.G. Griffith IV(3) | 784 | 0 | 0 | 784 | | Ronald W. Hovsepian | 4,031 | 557,696 | 0 | 561,727 | | Kevin J. O’Connor | 46,038 | 205,259 | 0 | 251,297 | | Graham V. Smith | 79,694 | 205,259 | 623 | 285,576 | | Elisa A. Steele | 53,763 | 205,259 | 8,100 | 267,122 |

  28. 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, 2025, 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 2025 Form 10-K. This amount does not reflect the actual economic value that may be realized by the directors. |

  29. Director Compensation Table

    | (2) Mr. Feinstein declined his cash fees for his service in the fiscal year ended December 31, 2025, and his Annual Award in connection with the 2025 Annual Meeting. Mr. Feinstein resigned from our Board on December 9, 2025. |

  30. Director Compensation Table

    | (3) Mr. Griffith declined a portion of his cash fees for his service in the fiscal year ended December 31, 2025 and his Annual Award in connection with the 2025 Annual Meeting. |

  31. Director Compensation Table

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 29 |

  32. Director Compensation Table

    Director Compensation | Non-Employee Director Compensation Policy The following table presents information on stock awards granted to non-employee directors during the fiscal year ended December 31, 2025, and the aggregate number of shares of our common stock underlying stock awards held by our non-employee directors as of December 31, 2025.

  33. Director Compensation Table

    | Name | Number of Shares Underlying RSU Awards Granted During the Fiscal Year Ended December 31, 2025 | Number of Shares Underlying RSUs Held as of December 31, 2025 | | Kathryn A. Bueker | 3,049 | 5,936(1) | | Nanci E. Caldwell | 3,049 | 5,936(1) | | Erin M. Chapple | 3,049 | 3,049 | | Brian Feinstein(2) | 0 | 0 | | William J.G. Griffith IV(3) | 0 | 0 | | Ronald W. Hovsepian | 7,197 | 7,197 | | Kevin J. O’Connor | 3,049 | 5,936(1) | | Graham V. Smith | 3,049 | 5,936(1) | | Elisa A. Steele | 3,049 | 5,936(1) |

  34. Director Compensation Table

    | (1) Includes 2,887 RSUs for which the director has elected to defer settlement until the date that is 90 days following the date on which the director ceases to serve as a member of the Board (or, if earlier, until immediately prior to the closing of a change in control). |

  35. Director Compensation Table

    | (2) Mr. Feinstein declined his Annual Award in connection with the 2025 Annual Meeting. |

  36. Director Compensation Table

    | (3) Mr. Griffith declined his Annual Award in connection with the 2025 Annual Meeting. |

  37. 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 is 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. Our non-employee director compensation policy was amended and restated in December 2025 to, among other things, increase the compensation of our non-employee directors.

  38. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  39. Proposal 1 Election of Directors

    Proposal 1 Election of Directors Our Board currently consists of 10 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:

  40. Proposal 1 Election of Directors

    | + | the Class I directors are Erin M. Chapple, Ajei S. Gopal, Ronald W. Hovsepian, and Kevin J. O’Connor, whose terms will expire at the 2028 Annual Meeting; |

  41. 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 upcoming 2026 Annual Meeting; and |

  42. Proposal 1 Election of Directors

    | + | the Class III directors are William J.G. Griffith IV, Vishal Misra, Graham V. Smith, and Elisa A. Steele, whose terms will expire at the 2027 Annual Meeting. |

  43. 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 Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell 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 II 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 2029 Annual Meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal.

  44. Proposal 1 Election of Directors

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

  45. Proposal 1 Election of Directors

    | 32 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  46. Proposal 1 Election of Directors

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

  47. Report of the Audit Committee of the Board of Directors

    | * Dr. Misra joined the Audit Committee on April 20, 2026, and did not participate in the review and approval of this report. |

  48. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes Key components and outcomes of our 2025 executive compensation program are summarized below, along with a preview of changes that we have made to the components of our 2026 executive compensation program. Refer to the section below titled “2025 Executive Compensation Program” beginning on page 53 of this Proxy Statement for more details about our 2025 executive compensation program and the section titled “2026 Executive Officer Equity Awards” beginning on page 62 of this Proxy Statement for more details about our 2026 executive equity awards.

  49. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    | * Refers to Mr. Courtemanche’s March 2025 PSU award. For more information on Dr. Gopal’s 2025 new hire equity awards, see the section below titled “Leadership Transition—CEO New Hire Compensation Package” beginning on page 45 of this Proxy Statement. |

  50. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

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

  51. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    | + | We emphasize long-term equity incentives . Equity awards are an integral part of our executive compensation program, and comprise the primary portion of our executive officers’ target total direct compensation. These awards, which generally vest over multiple years, 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. |

  52. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    | + | We provide performance-based equity incentives to our CEO and executive officers. In 2025, we awarded PSUs to our then-current CEO (Mr. Courtemanche) and our current CEO (Dr. Gopal), representing 50% of Mr. Courtemanche’s total annual equity award and 50% of Dr. Gopal’s new-hire equity award. In 2026, we awarded PSUs to our CEO representing 50% of our CEO’s total annual equity award, and we also expanded PSU participation to our non-CEO executive officers as well as to other senior leaders of the Company. PSUs represent 40% of each of our non-CEO executive officer’s 2026 total annual equity award. The 2026 PSUs are based on Procore’s relative total stockholder return (“rTSR”) over three years as measured against the other companies in the S&P Completion Index (CI) Information Technology (the “Index”). |

  53. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    | + | 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 practice across numerous elements of compensation to help the Committee evaluate the Company’s compensation programs against peer compensation programs, the broader market, and relevant industry data. |

  54. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

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

  55. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

    | + | 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. |

  56. Fiscal Year 2025 Compensation Highlights and Fiscal Year 2026 Compensation Program Changes

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

  57. Leadership Transition

    | Component | Target Value | Key Features | | Annual Base Salary | $750,000 | + Prorated for fiscal year 2025 from commencement of employment as CEO Designate | | Annual Target Bonus | 150% of base salary, commencing in fiscal year 2026 | + Due to the timing of Dr. Gopal’s start date relative to the Company’s performance cycle, he was not eligible for a bonus for the fiscal year ended December 31, 2025, and will instead participate in the Company’s bonus program in the fiscal year ending December 2026 + Fiscal year 2026 bonus opportunity follows the annual incentive design used for all executive officers | | Target New Hire Long-Term Equity Incentive Award(1) | $55 million | + Divided equally between RSUs and PSUs + RSU vesting: 1/4th will vest on August 20, 2026, with the remaining RSUs vesting in substantially equal quarterly installments over the following three years, subject to Dr. Gopal’s continuous service through each such vesting date + PSU performance periods and back-loaded PSU vesting: ○ Performance is based on how the Company’s total stockholder return (“TSR”) compares to the TSR of the companies that comprise the Index ○ Outperformance at the Index’s 55th percentile is required to earn target payout, a design that was intended to align the PSU compensation that Dr. Gopal realizes with the interests of stockholders by requiring above-median performance relative to peers in the Index; the Compensation Committee viewed this as highly rigorous based on its assessment of historic TSR performance of Index constituents relative to the Company’s TSR performance since its 2021 IPO ○ Amounts earned, if any, based on rTSR over a three-year performance period and a four-year performance period, each commencing September 22, 2025, subject to continuous service through each applicable vesting date; up to 50% of the total target award value may be earned after a performance period of three years and up to 200% of the total target award value may be earned after a performance period of four years (reduced by the number of PSUs, if any, that became eligible to vest with respect to the three-year performance period) |

  58. Leadership Transition

    | Component | Target Value | Key Features | | | | ○ If the Company’s absolute TSR is negative over the four-year performance period, the total number of PSUs that may become eligible to vest with respect to the four-year performance period will be capped at 100% of target, regardless of rTSR performance + The Compensation Committee sought to design an equity incentive that strongly and durably aligns Dr. Gopal’s long-term pay opportunities with successful business execution and the long-term value he is able to create for stockholders. Accordingly, the Compensation Committee believed that an equal mix of RSUs and PSUs, with use of rTSR as the PSU performance measure and a back-loaded vesting schedule, achieved this goal while avoiding focus on a narrow set of financial metrics during a period of significant transition, which both challenged long-term financial goal-setting and risked becoming less relevant over the four-year performance period to the extent the Company’s strategy evolves. | | One-Time Sign-On Bonus | $320,000 | + Provided in lieu of Dr. Gopal participating in 2025 Bonus Program (despite being eligible to do so) | | One-Time Legal Fee Reimbursement | $206,101 ($125,000 for attorneys’ fees reimbursements and related tax gross-up payment of $81,101) | + Provided in connection with negotiation of Dr. Gopal’s employment + One-time benefit negotiated at arms’ length, to allow Dr. Gopal to have independent counsel advise him on the terms of his employment arrangement | | Severance Benefits | See “Potential Payments Upon Termination or Change in Control–Executive Severance Arrangements” beginning on page 72 of this Proxy Statement for details | + Severance agreement providing for cash severance, payment of premiums for health benefits continuation, and equity vesting acceleration in the event of certain qualifying terminations of employment, including enhanced benefits in connection with a change in control | | No Make-Whole Compensation: The Compensation Committee did not provide any compensation to Dr. Gopal to offset any lost wages in connection with any previous employment. | | |

  59. Leadership Transition

    | (1) The target value of Dr. Gopal’s RSU and PSU awards were converted into shares using the volume-weighted average price of a share of the Company’s common stock as reported on the New York Stock Exchange over the 30-trading day period ending on (and including) September 18, 2025. Accordingly, this amount differs from the amount reported in the Summary Compensation Table on page 66 of this Proxy Statement, which was determined in accordance with applicable accounting rules. |

  60. Leadership Transition

    | + | One-Time Cash Bonus: A one-time cash bonus of $500,000 to recognize Mr. Courtemanche’s substantial contributions to the CEO search process and his successful recruitment and onboarding of Dr. Gopal while continuing to lead the Company as its President and CEO. |

  61. Leadership Transition

    | + | Eligibility to Participate in 2025 Bonus Program: Allow Mr. Courtemanche to receive his full fiscal year 2025 bonus because he served as President and CEO until November 10, 2025, and as such, was responsible for the Company’s performance for nearly the full fiscal year. |

  62. Leadership Transition

    | + | PSU Award: A PSU award with a target value of $3,000,000 in order to support the success of the CEO Transition. The PSU award is eligible to vest based on Mr. Courtemanche continuing to support and be an ongoing resource for Dr. Gopal for a period of one year from the date of grant (i.e., until November 10, 2026), as determined by our Board in good faith, subject to Mr. Courtemanche’s continuous service through such date. In the event of a change in control (as defined in the 2021 Plan) prior to the one-year anniversary of the grant date, 100% of the PSU award will be converted into time-based RSUs, which will vest on the one-year anniversary of the grant date of the PSU award, subject to Mr. Courtemanche’s continuous service through such date. If the acquiror does not assume or substitute such time-based RSUs, vesting of such RSUs will accelerate immediately prior to the change in control, subject to Mr. Courtemanche’s continuous service through such date. |

  63. Objectives, Philosophy, and Elements of Executive Compensation

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

  64. 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 |

  65. 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. |

  66. Objectives, Philosophy, and Elements of Executive Compensation

    We do not maintain formal policies for allocating compensation among base salary, annual performance-based cash bonuses, and long-term equity awards. Instead, our Compensation Committee exercises its judgment to establish a total compensation package for each executive officer that balances current, short-term, and long-term incentives in a manner it believes best aligns with our executive compensation philosophy and the Company’s business objectives. Historically, a significant portion of our executive officers’ target total direct compensation has been delivered through annual performance-based cash bonuses and long-term equity awards, reflecting our commitment to aligning executive incentives with the interests of stockholders and with the achievement of our corporate goals.

  67. Objectives, Philosophy, and Elements of Executive Compensation

    | (1) Our current President and CEO, Dr. Gopal, was not eligible to participate in the 2025 Bonus Program. His target bonus opportunity will be 150% of his base salary for the 2026 Bonus Program. |

  68. Objectives, Philosophy, and Elements of Executive Compensation

    | (2) The chart for our former President and CEO, Mr. Courtemanche, excludes post-CEO Transition compensation, including a one-time bonus of $500,000 and an additional PSU grant with a target value of $3.0M. |

  69. Objectives, Philosophy, and Elements of Executive Compensation

    Our executive compensation program is designed to balance three principal elements: base salary, annual performance-based cash bonuses, and long-term incentive compensation in the form of equity awards. In addition, our executive officers participate in the same broad-based benefits available to all employees, including a 401(k) plan and employee health benefit programs. The following chart summarizes the three main elements of our executive compensation program and their objectives and key features.

  70. Objectives, Philosophy, and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provide financial stability and security through a fixed level of cash compensation for day-to-day responsibilities. | Base salaries are reviewed annually and determined based on several factors, including, but not limited to, individual performance, Company performance, internal equity, and competitive market data. | | Performance Bonus (“at-risk” cash) | Motivate and reward executives for attaining key annual corporate performance goals that relate to our business objectives. Align executives’ interests with those of stockholders by linking pay to Company performance. | Target bonus amounts are reviewed annually and determined based on several factors, including, but not limited to, internal equity and competitive market data. Bonus opportunities are dependent upon achievement of specific corporate performance objectives that are determined by our Compensation Committee in the first quarter of the year. Actual bonus amounts earned are determined after the end of the year and paid in cash, taking into account actual achievement against performance goals. Bonus payouts to our executive officers may also be adjusted up or down based on each executive officer’s individual performance during the applicable bonus period. | | Long-Term Incentives (“at-risk” equity in the form of RSUs and PSUs) | Motivate and reward long-term Company performance. Align executives’ interests with stockholder interests by linking pay to changes in stockholder value. Attract highly qualified executives and encourage their continued employment over the long term. | Equity opportunities are reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances (such as to encourage retention or as a reward for significant achievement). Individual equity awards are determined based on several factors, including, but not limited to, individual performance, the Company’s overall performance, the value of each executive officer’s unvested equity holdings, and competitive market data. | | | | All of our named executive officers received RSUs in the fiscal year ended December 31, 2025. RSUs directly link executives’ pay outcomes to stockholders’ experience, while providing a measure of value across market conditions to support retention and motivation efforts. | | | | In 2025, we granted PSU awards to our then-current CEO Mr. Courtemanche and our current CEO Dr. Gopal. In 2026, we began to grant PSU awards to our other non-CEO executive officers and other senior leaders (in addition to continuing to grant PSU awards to our current CEO). PSUs are earned only to the extent that our pre-defined performance targets are achieved, furthering the alignment of pay with performance in our executive compensation program. |

  71. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee, Management, and Board Our Compensation Committee is appointed by our 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 22 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. The CEO evaluates and provides our Compensation Committee performance assessments and compensation recommendations for our executive officers. 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. Our Compensation Committee also discusses and considers input from the independent members of our Board on compensation matters for the CEO. 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. 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, 2025, our Compensation Committee retained Compensia to provide it with competitive market data and advisory services related to executive compensation. Compensia provided guidance on the compensation of executive hires including our CEO, and ongoing advice on other executive compensation matters. Compensia also advised our Compensation Committee on developing an appropriate group of peer companies to help us assess and determine competitive levels of overall compensation for our executive officers and non-employee directors, as well as the individual elements of such compensation, with the objective of ensuring that our compensation programs are competitive, fair, and appropriately structured. Compensia does not provide Procore with any non-compensation-related services. 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 and NYSE listing standards. 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.

  72. How We Determine Executive Compensation

    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. In June 2024, our Compensation Committee, in consultation with Compensia, developed and approved an updated peer group that would be used for 2025 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 May 2024 between 0.4x and 2.5x our revenue and had a 30-day average market capitalization between 0.33x and 3.0x our market capitalization. In addition, our Compensation Committee focused on companies that had strong year-over-year revenue growth (generally 15% or higher), companies that had a high market capitalization to revenue multiple (generally 5x or more), and companies that utilize Procore as a peer. Based on this review, our Compensation Committee removed Alteryx and New Relic from the peer group as they had been acquired and PagerDuty because it had fallen below our market capitalization range. Our Compensation Committee added AppFolio, Aspen Technologies, and PTC to the peer group as they were an appropriate fit in relation to our peer selection criteria. As a result of these changes, our peer group remained at 20 companies. The Compensation Committee approved the following compensation peer group for use in making compensation decisions in 2025:

  73. How We Determine Executive Compensation

    | Fiscal Year 2025 Peer Group | | | | | AppFolio | Confluent | MongoDB | Samsara | | Asana | Dynatrace | Okta | Smartsheet | | Aspen Technologies | Elastic N.V. | Paycom Software | SPS Commerce | | Bentley Systems | Five9 | Paylocity Holdings | Tenable Holdings | | BlackLine | HubSpot | PTC | UiPath |

  74. 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”; |

  75. Factors Used in Determining Executive Compensation

    | + | recommendations from our independent compensation consultant; and |

  76. 2025 Executive Compensation Program

    Annual Performance-Based Cash Bonus The Company maintains an annual performance-based cash bonus program for its 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 early in the applicable year are achieved. Our Compensation Committee believes that the payment of an annual bonus serves as an important retention incentive for executive officers and rewards them for annual Company performance. In the first quarter of 2025, following review and consideration of relevant factors outlined in the section titled “Factors Used in Determining Executive Compensation” on page 53 of this Proxy Statement, our Compensation Committee assigned each then-serving named executive officer a target performance-based cash bonus opportunity for 2025 that was based on a percentage of each such named executive officer’s base salary, as set forth in the table below. No changes were made to any named executive officer’s 2024 target performance-based cash bonus opportunity.

  77. 2025 Executive Compensation Program

    | Named Executive Officer(1) | 2024 Bonus Target Percentage | 2025 Bonus Target Percentage | | Craig F. Courtemanche, Jr.(2) | 100% | 100% | | Howard Fu | 75% | 75% | | Benjamin C. Singer | 75% | 75% | | Lawrence J. Stack | 100% | 100% | | Steven S. Davis | 75% | 75% |

  78. 2025 Executive Compensation Program

    | (1) Dr. Gopal joined the Company as CEO Designate on September 22, 2025 and was not eligible to participate in the 2025 Bonus Program (as defined below). For more information about Dr. Gopal’s compensation, please refer to the section titled “Leadership Transition” above and “—-CEO New Hire Equity Compensation” below.Dr. Gopal will participate in the 2026 Bonus Program. |

  79. 2025 Executive Compensation Program

    | (2) Mr. Courtemanche served as President and CEO until November 10, 2025, and remained eligible to receive a payout under the 2025 Bonus Program, as discussed in the section above titled “Leadership Transition,” in light of his exemplary efforts and service as CEO for the majority of the fiscal year ended December 31, 2025. |

  80. 2025 Executive Compensation Program

    In March 2025, our Compensation Committee approved the executive bonus program for fiscal year 2025 (the “2025 Bonus Program”). The payouts under the 2025 Bonus Program were based 30% on the achievement of a net new bookings goal for the first half of the year, 45% on the achievement of a net new bookings goal for the second half of the year, and 25% on the achievement of an annual non-GAAP operating margin goal. Our Compensation Committee sought to set rigorous and ambitious performance goals that had to be met in order for awards under the 2025 Bonus Program to be paid out at target for each metric. In addition, the 2025 Bonus Program contained a threshold for each metric, below which no payout would be made. The payout for each net new bookings goal ranged from 0% to 200%, and was subject to a payout threshold requiring attainment of at least 75% of target. The payout for the non-GAAP operating margin goal ranged from 0% to 150% and was subject to a payout threshold requiring attainment of at least 86.7% of target. For each metric, a 100% payout represented on-target performance. The payout under the 2025 Bonus Program could be adjusted up or down based on the individual performance of each executive officer. As a result of exceeding our net new bookings targets in both the first and second halves of the year, offset by underperformance in non-GAAP operating margin, the final payout multiplier for the 2025 Bonus Program was 100.4%. No adjustments for individual performance were made to the final bonus payouts for any of our named executive officers. As outlined in the section above titled “Leadership Transition,” Mr. Courtemanche was eligible to receive a full bonus under the 2025 Bonus Program notwithstanding that his employment terminated effective November 10, 2025, because he served as President and CEO of the Company for the substantial majority of fiscal year 2025, and as such, was responsible for the Company’s performance for most of the year.

  81. 2025 Executive Compensation Program

    | (1) We are not disclosing target, actual achievement of performance goals, or funding figures for our performance metrics because these figures represent confidential commercial information, the disclosure of which would result in competitive harm (for example, by providing competitors insight into our sales strategy and business operations). Goals were set above prior year performance to require improved performance to achieve target payout. |

  82. 2025 Executive Compensation Program

    | Named Executive Officer | Annual Bonus Target ($)(1) | Actual Performance-Based Bonus ($)(2) | | Craig F. Courtemanche, Jr. | 570,000 | 572,451 | | Howard Fu | 318,750 | 320,121 | | Benjamin C. Singer | 311,250 | 312,588 | | Lawrence J. Stack | 450,000 | 451,935 | | Steven S. Davis | 337,500 | 338,951 |

  83. 2025 Executive Compensation Program

    | (2) Equals the named executive officer’s annual bonus target multiplied by the final payout multiplier of 100.4%. |

  84. 2025 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. Equity awards also help us retain our executive officers in a highly competitive market. In 2025, we granted equity compensation to our executive officers in the form of RSU awards. We also granted our then-current CEO Mr. Courtemanche and our current CEO Dr. Gopal PSU awards. The annual equity awards to our 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 factors outlined in the section titled “Factors Used in Determining Executive Compensation” on page 53 of this Proxy Statement, including an analysis of competitive market data prepared by Compensia, the individual officer’s responsibilities, performance, and unvested equity, and the potential dilutive effect of the equity awards on our stockholders. Our Compensation Committee also takes into account the recommendations of the CEO on the compensation of other executive officers. Our Compensation Committee maintained target values consistent with fiscal year ended December 31, 2024 levels for Messrs. Fu, Singer, and Davis. Our Compensation Committee determined to decrease Mr. Courtemanche’s target value by approximately 13% to better align with the competitive market. Mr. Stack was hired in 2024, and received an enhanced equity incentive award to induce him to join Procore. Accordingly, his fiscal year ended December 31, 2025 target equity award value decreased compared to his target for the fiscal year ended December 31, 2024.

  85. 2025 Executive Compensation Program

    In March 2025, our Compensation Committee made the following annual grants of RSU and PSU awards to our then-current CEO, Mr. Courtemanche, and RSU awards to our other then-serving non-CEO named executive officers:

  86. 2025 Executive Compensation Program

    | Named Executive Officer(1) | Total Target Grant Date Equity Value ($) | Total Target Grant Date RSU Value ($) | Total Target Grant Date PSU Value ($) | Total # of RSUs(2) | Total # of Target PSUs(3) | | Craig F. Courtemanche, Jr.(4) | 13,000,000 | 6,500,000 | 6,500,000 | 93,437 | 93,438 | | Howard Fu | 4,500,000 | 4,500,000 | N/A | 64,687 | N/A | | Benjamin C. Singer | 2,750,000 | 2,750,000 | N/A | 39,531 | N/A | | Lawrence J. Stack | 4,000,000 | 4,000,000 | N/A | 57,500 | N/A | | Steven S. Davis | 4,750,000 | 4,750,000 | N/A | 68,281 | N/A |

  87. 2025 Executive Compensation Program

    | (2) 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 15-trading day period ending on the third business day prior to the date of determination. |

  88. 2025 Executive Compensation Program

    | (3) The number of target PSUs for each of the two performance goals for Mr. Courtemanche was calculated using the target equity value for each goal 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. |

  89. 2025 Executive Compensation Program

    | (4) The equity values reported for Mr. Courtemanche in this table differ from the equity values reported in the Summary Compensation Table under the section titled “Executive Compensation—Summary Compensation Table” on page 66 of this Proxy Statement because the amounts in the Summary Compensation Table are required to be reported in accordance with the fair value of the awards at grant under ASC Topic 718 whereas the amounts reported for Mr. Courtemanche in this table are based on targeted grant values that are converted to RSUs or PSUs, as applicable, pursuant to the methodologies described in footnotes (2) and (3) above. |

  90. 2025 Executive Compensation Program

    With respect to the RSU awards, 1/16th of the shares underlying the RSU awards vest on each quarterly Company Vesting Date beginning on May 20, 2025, subject to the applicable named executive officer’s continuous service through each such vesting date.

  91. 2025 Executive Compensation Program

    In 2025, our Compensation Committee continued to utilize PSUs as a component of our then-current CEO Mr. Courtemanche’s annual equity award, increasing the portion of his equity compensation that consisted of PSUs from 25% to 50%. 75% of the PSUs were eligible to vest based on the attainment of a revenue goal and 25% of the PSUs were eligible to vest based on the attainment of a non-GAAP operating margin goal for the fiscal year 2025 performance period. Our Compensation Committee set each of the performance goals in early 2025 with the aim of having rigorous performance goals that had to be met in order for the PSUs to be eligible to vest at target. In addition, the PSUs tied to each metric contained a threshold, below which no PSUs would become eligible to vest. The number of PSUs eligible to vest based on the revenue goal ranged from 0% to 200% of target, and was subject to a threshold requiring attainment of at least 98.8% of target. The number of PSUs eligible to vest based on the non-GAAP operating margin goal ranged from 0% to 150% of target, and was subject to a threshold requiring attainment of at least 86.7% of target. For each metric, a 100% payout represented on-target performance.

  92. 2025 Executive Compensation Program

    | (1) We are not disclosing target, actual achievement of performance goals, or funding figures for our performance metrics because these figures represent confidential commercial information, the disclosure of which would result in competitive harm (for example, by providing competitors insight into our sales strategy and business operations). Goals were set above prior year performance to require improved performance to achieve target payout. |

  93. 2025 Executive Compensation Program

    | (2) Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income (loss) from operations by total revenue. For Mr. Courtemanche’s 2025 annual PSU equity award, the non-GAAP operating margin performance goal excluded revenue from fiscal year 2025 acquisitions. Non-GAAP financial measures differ from the corresponding GAAP measures because they exclude stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses. Please refer to Appendix A for a further 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. |

  94. 2025 Executive Compensation Program

    The actual number of PSUs that became eligible to vest was determined based on the attainment level of the applicable performance goal, as certified by our Compensation Committee. In February 2026, our Compensation Committee certified over-achievement of the revenue goal and underperformance of the non-GAAP operating margin goal for the fiscal year 2025 performance period, and determined the final percentage of PSUs eligible to vest was 96.3%. 1/3rd of the shares underlying the PSUs that became eligible to vest based on performance

  95. 2025 Executive Compensation Program

    attainment for fiscal year 2025 vested on February 20, 2026. The remaining shares underlying the PSUs that became eligible to vest will vest in substantially equal quarterly installments over the two years following February 20, 2026, subject to Mr. Courtemanche’s continuous service through each subsequent vesting date. In the event a change in control (as defined in the 2021 Plan) had occurred prior to the end of the 2025 performance period, the target number of PSUs would have been converted into time-based RSUs, which would have vested following the 2025 performance period on the same schedule as described earlier in this paragraph. In addition, if a change in control occurs and the time-based RSUs (if any) into which the PSU award has been converted, whether as a result of actual achievement or due to the change in control, are not assumed or substituted by the acquiror, then vesting of such RSUs will fully accelerate immediately prior to the change in control, subject to Mr. Courtemanche’s continuous service through such date.

  96. CEO New Hire Equity Compensation

    CEO New Hire Equity Compensation As outlined in the section above titled “Leadership Transition” beginning on page 43 of this Proxy Statement, Dr. Gopal’s extensive and highly relevant experience made him uniquely suited to lead the Company, and the Compensation Committee viewed him as the right candidate to execute on the Company’s next phase of growth. In negotiating with Dr. Gopal to induce him to join the Company, our Compensation Committee was aware that Dr. Gopal had other competitive opportunities available to him at other public, private, and private equity companies. Our Compensation Committee believes that the carefully negotiated new hire compensation package outlined below represents the minimum value that was necessary to secure Dr. Gopal’s leadership. Our Compensation Committee viewed the overall package as strongly in stockholders’ best interests given the Company’s needs (including its size, stage of growth, culture, and values) and the alignment of Dr. Gopal’s experience and expertise with such needs, and based on an analysis from Compensia that included market data for CEOs within the Company’s peer group and recent CEO hires at similarly-sized and -situated technology companies. In structuring Dr. Gopal’s equity awards, our Compensation Committee sought to design incentives that strongly and durably align Dr. Gopal’s long-term pay opportunities with successful business execution and the long-term value he is able to create for stockholders, as follows:

  97. CEO New Hire Equity Compensation

    | + | RSU award vesting over four years with a target value of $27,500,000. 1/4th of the RSU award will vest on August 20, 2026, with the remaining RSUs vesting in substantially equal quarterly installments over the three years following August 20, 2026, subject to Dr. Gopal’s continuous service through each such vesting date; |

  98. CEO New Hire Equity Compensation

    | + | PSU award with a target value of $27,500,000. The aggregate number of PSUs subject to the PSU award that may become eligible to vest ranges from 0% to 200% of the total target number of PSUs, based on Procore’s rTSR ranking as measured against the other companies in the Index, over a three-year performance period and a four-year performance period, each commencing on September 22, 2025. Up to 50% of the total target number of PSUs may become eligible to vest based on rTSR performance over the three-year performance period (“Tranche 1”), and up to 200% of the total target number of PSUs (less any Tranche 1 PSUs that become eligible to vest) may become eligible to vest based on rTSR performance over the four-year performance period (“Tranche 2”). |

  99. CEO New Hire Equity Compensation

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 59 |

  100. CEO New Hire Equity Compensation

    | ○ | In determining that these goals were sufficiently challenging, our Compensation Committee considered Procore’s rTSR performance over the preceding four-year period as compared to that of other companies in the Index. |

  101. CEO New Hire Equity Compensation

    | ○ | As soon as practicable following the end of the three-year and four-year performance periods, our Compensation Committee will certify the number of PSUs (if any) eligible to vest based on rTSR performance for the applicable performance period, and any PSUs that become eligible to vest will vest on the first quarterly Company Vesting Date following the certification date, subject to Dr. Gopal remaining in continuous service through such vesting date. |

  102. CEO New Hire Equity Compensation

    | ○ | In the event of a “change in control” or “corporate transaction” (each as defined in our 2021 Plan), all then-outstanding PSUs that our Compensation Committee has not yet certified as being eligible |

  103. CEO New Hire Equity Compensation

    | 60 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  104. CEO New Hire Equity Compensation

    | to vest will be deemed eligible to vest, if at all, (i) using the value of the per share consideration paid or payable in respect of the Company’s common stock in the transaction, as determined by our Board in good faith, as the ending Company per share price for each applicable performance period, and (ii) by shortening each applicable performance period for purposes of determining the rTSR performance of the other companies in the Index so that each applicable performance period ends on the last trading day prior to the closing date of the transaction. |

  105. CEO New Hire Equity Compensation

    | ∎ | If the acquirer assumes or substitutes PSUs that have become eligible to vest, such assumed PSUs will vest on September 21, 2028 (with respect to any assumed Tranche 1 PSUs) or September 21, 2029 (with respect to any assumed Tranche 2 PSUs, subject to Dr. Gopal’s continuous service through the applicable vesting date. If the acquirer does not assume or substitute PSUs that have become eligible to vest or if Dr. Gopal’s employment is terminated without “cause” or due to his resignation for “good reason” (each such term as defined in his executive severance agreement) within six months prior to or 18 months following the closing date of the transaction, then the PSUs that have become eligible to vest will fully vest effective as of such termination (or the date of the transaction in the event the acquirer does not assume or substitute the PSUs eligible to vest). |

  106. CEO New Hire Equity Compensation

    | ∎ | If Dr. Gopal’s continuous service is terminated without “cause” or due to his resignation for “good reason,” then, despite such termination, the PSUs, if any, that are outstanding and unvested at the time of such termination will remain eligible to vest based on the Company’s actual relative TSR performance for the applicable performance period, except that if such termination does not occur within six months prior to or 18 months following the closing date of the applicable transaction, then any PSUs that relate to a performance period, if any, that ends later than 18 months after such termination will be automatically forfeited on the date of such termination. |

  107. CEO New Hire Equity Compensation

    | ○ | In the event Dr. Gopal’s service to the Company terminates by reason of death or permanent disability, for any performance period that has not yet been completed, the PSUs that relate to such performance period will vest at target level, and for any performance period that has been completed, the PSUs that relate to such performance period will (i) to the extent they have not already become eligible to vest, vest based on the Company’s actual rTSR performance on the date such determination is made, or (ii) to the extent they became eligible to vest prior to such termination, fully vest on the date of such termination. |

  108. CEO New Hire Equity Compensation

    The value of the PSUs reflected in the Summary Compensation Table, under the section titled “Executive Compensation—Summary Compensation Table” on page 66 of this Proxy Statement, is higher than the intended target value granted. The target value of the RSU and PSU awards was first converted into a number of shares using the volume-weighted average price of a share of the Company’s common stock as reported on the NYSE over the 30-trading day period ending on September 18, 2025. However, the amounts reported in the Summary Compensation Table reflect the “grant date fair value” of each award calculated in accordance with applicable accounting rules. The grant date fair value for each award utilizes our actual stock price on the date of grant (not a 30-day average) and is determined using a “Monte Carlo” valuation methodology, which incorporates multiple assumptions, including interest rates and stock price volatility. This “accounting-based value” is used for financial reporting and expense recognition purposes under relevant accounting standards. Because the accounting valuation methodology differs from the intended target value, the reported amounts may exceed each award’s target value. The Company believes that the target value of the PSU awards more accurately represents the value intended to be delivered to the CEO.

  109. CEO New Hire Equity Compensation

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 61 |

  110. CEO New Hire Equity Compensation

    | Equity Award | Target Equity Value ($) | 30 Day Volume Weighted Average Price Per Share ($) | # of Shares Granted | Grant Date Fair Value Per Share ($) | Value In Summary Compensation Table ($) | | RSU | 27,500,000 | 67.19 | 409,283 | 71.31 | 29,185,971 | | PSU | 27,500,000 | 67.19 | 409,283(1) | 115.97 | 47,464,598 | | Total | 55,000,000 | | | | 76,650,569 |

  111. CEO New Hire Equity Compensation

    | (1) Represents the target number of shares subject to the PSU award. |

  112. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Offer Letters We have entered into offer letters with each of our named executive officers setting forth the terms and conditions of such executive’s employment with us, as discussed in more detail below in the section titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Agreements with our Named Executive Officers” on page 68 of this Proxy Statement. 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 72 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 69 of this Proxy Statement. Perquisites We generally do not provide perquisites or personal benefits to our named executive officers, but may provide perquisites or other personal benefits in limited circumstances. For more information about perquisites granted to named executive officers, please refer to the section titled “Summary Compensation Table” on page 66 of this Proxy Statement.

  113. 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, 2025, 2024, and 2023.

  114. 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 ($)(3) | Total ($) | | Ajei S. Gopal(4) President and CEO | 2025 | 236,966 | 320,000(5) | 76,650,569(6) | — | 209,130 | 77,416,665 | | Craig F. Courtemanche, Jr. Former President and CEO, and Chair of the Board | 2025 | 491,077 | 500,000(7) | 19,204,584(8) | 572,451 | 15,969 | 20,784,081 | | | 2024 | 567,558 | — | 15,443,030 | 107,209 | 5,000 | 16,122,797 | | | 2023 | 545,000 | — | 11,807,058 | 541,866 | 24,415 | 12,918,339 | | Howard Fu Former Chief Financial Officer and Treasurer | 2025 | 441,588 | — | 4,321,092 | 320,121 | 5,000 | 5,087,801 | | | 2024 | 420,657 | — | 4,632,909 | 59,593 | 5,242 | 5,118,401 | | | 2023 | 383,655 | — | 4,942,987 | 242,759 | 18,528 | 5,587,929 | | Benjamin C. Singer Chief Legal Officer and Corporate Secretary | 2025 | 431,198 | — | 2,640,671 | 312,588 | 5,000 | 3,389,457 | | | 2024 | 411,862 | — | 2,831,250 | 56,474 | 5,294 | 3,304,880 | | | 2023 | 392,500 | — | 3,246,948 | 253,658 | 12,904 | 3,906,010 | | Larry Stack(9) Former Chief Revenue Officer | 2025 | 467,564 | — | 3,841,000 | 451,935 | 17,861 | 4,778,360 | | | 2024 | 397,474 | 250,000(5) | 14,237,222 | 74,714 | 16,557 | 14,975,967 | | Steven S. Davis President, Product and Technology | 2025 | 467,564 | — | 4,561,171 | 338,951 | 5,353 | 5,373,039 | | | 2024 | 443,269 | — | 4,890,265 | 62,795 | 5,699 | 5,402,028 | | | 2023 | 411,250 | — | 2,853,410 | 306,664 | 18,549 | 3,589,873 |

  115. Summary Compensation Table

    | (1) The amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during 2023, 2024, and 2025 computed in accordance with ASC Topic 718. 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 2025 Form 10-K. The amounts disclosed in this column do 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 70 of this Proxy Statement for additional information. |

  116. Summary Compensation Table

    | (2) The amounts in this column for fiscal year 2023, 2024, and 2025 reflect cash incentives earned by our named executive officers under the executive bonus program for fiscal year 2023, the executive bonus program for fiscal year 2024, and the 2025 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” on page 69 of this Proxy Statement for a description of the material terms pursuant to which this compensation was earned. |

  117. Summary Compensation Table

    | (3) The amounts reported in 2025 include (i) matching 401(k) plan contributions of $3,029 for Dr. Gopal and $5,000 for each of Messrs. Courtemanche, Fu, Singer, Davis, and Stack, (ii) employee appreciation gifts of $353 for Mr. Davis, (iii) $7,094 for Mr. Stack’s spouse to travel to a Company event with Mr. Stack, and $5,767 to cover taxes relating to his spouse’s travel to such events, and (iv) legal fee reimbursement of $206,101 (which includes a tax gross-up) in connection with the consideration and negotiation of Dr. Gopal’s employment with the Company, (v) as authorized by the Compensation Committee in connection with the CEO Transition, COBRA premiums of $1,689 for Mr. Courtemanche following Mr. Courtemanche’s transition from the President and CEO of the Company to a non-employee director, and (vi) $9,280 in non-employee director cash retainer fees to Mr. Courtemanche for his service as a non-employee director following the CEO Transition. |

  118. Summary Compensation Table

    | (4) Dr. Gopal commenced employment with us on September 22, 2025. |

  119. Summary Compensation Table

    | (5) The amount disclosed represents a one-time signing bonus paid to the named executive officer in connection with his commencement of employment with the Company. |

  120. Summary Compensation Table

    | (6) The value of the PSUs granted to Dr. Gopal for his services as CEO in 2025 ($47,464,598) is the Monte Carlo value per target share of the relative TSR performance condition on the grant date multiplied by the number of target shares granted. These amounts may not correspond to the actual value eventually realized by Dr. Gopal because the value depends on the market value of our common stock as well as the number of PSUs earned. |

  121. Summary Compensation Table

    | (7) Mr. Courtemanche received a one-time cash bonus in connection with the CEO Transition. For more information about this bonus, please refer to the section titled “Compensation Discussion and Analysis–Leadership Transition–Transition Compensation of Former President and CEO.” |

  122. Summary Compensation Table

    | (8) Although Mr. Courtemanche’s equity awards will continue to vest during his continued service to the Company pursuant to their terms, there was a deemed accounting modification of his outstanding awards under applicable accounting rules in connection with his resignation as President and CEO, resulting in a reportable, non-cash accounting charge. Consistent with SEC rules, even though there was no actual change to the vesting or other terms of his equity awards or any incremental economic benefit to Mr. Courtemanche, the amounts reported in the “Stock Awards” column of the Summary Compensation Table include the incremental fair value attributable to the technical accounting modification of the awards. The aggregate grant date fair value of the equity awards actually granted to Mr. Courtemanche in 2025 is $15,761,496 ($6,241,592 with respect to RSUs and $9,519,905 with respect to PSUs). The value of the PSUs granted to Mr. Courtemanche for his services as President and CEO in 2025 ($6,241,658) represents the probable outcome of the performance conditions at the time of grant, which is assumed to be the target level of achievement. The value of the PSUs granted to Mr. Courtemanche for his services as President and CEO in 2025 (not including the grant he received in November 2025 in connection with the CEO Transition) assuming the maximum level of performance achievement would be $11,703,093. |

  123. Summary Compensation Table

    | (9) Mr. Stack commenced employment with us on February 15, 2024. |

  124. Summary Compensation Table

    | 66 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  125. Summary Compensation Table

    Executive Compensation | Grants of Plan-Based Awards

  126. 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, 2025.

  127. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards ($)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | ($) | | Ajei S. Gopal | RSU | 9/22/2025 | — | — | — | — | — | — | 409,283 | 29,185,971 | | | PSU | 9/22/2025 | — | — | — | 102,320 | 409,283 | 818,566 | — | 47,464,598 | | Craig F. Courtemanche, Jr. | RSU | 3/31/2025 | — | — | — | — | — | — | 93,437 | 6,241,592 | | | PSU (Revenue) | 3/31/2025 | — | — | — | 35,039 | 70,078 | 140,156 | — | 4,681,210 | | | PSU (Non- GAAP Operating Margin) | 3/31/2025 | — | — | — | 11,680 | 23,360 | 35,040 | — | 1,560,448 | | | PSU | 11/8/2025 | — | — | — | 41,184 | 41,184 | 41,184 | — | 3,278,246 | | | Cash | 3/27/2026 | 285,000 | 570,000 | 1,068,750 | — | — | — | — | — | | | Stock Award Modification(5) | 11/10/2025 | — | — | — | 46,719 | 93,438 | 175,196 | 277,171 | 3,443,087 | | Howard Fu | RSU | 3/31/2025 | — | — | — | — | — | — | 64,687 | 4,321,092 | | | Cash | 3/27/2026 | 159,375 | 318,750 | 597,656 | — | — | — | — | — | | Benjamin C. Singer | RSU | 3/31/2025 | — | — | — | — | — | — | 39,531 | 2,640,671 | | | Cash | 3/27/2026 | 155,625 | 311,250 | 583,594 | — | — | — | — | — | | Lawrence J. Stack | RSU | 3/31/2025 | — | — | — | — | — | — | 57,500 | 3,841,000 | | | Cash | 3/27/2026 | 225,000 | 450,000 | 843,750 | — | — | — | — | — | | Steven S. Davis | RSU | 3/31/2025 | — | — | — | — | — | — | 68,281 | 4,561,171 | | | Cash | 3/27/2026 | 168,750 | 337,500 | 632,813 | — | — | — | — | — |

  128. Grants of Plan-Based Awards

    | (1) The amounts disclosed represent the threshold, target, and maximum non-equity incentive cash bonus amounts that were payable pursuant to our 2025 performance-based cash bonus program, as further described in the section titled “Compensation Discussion and Analysis—2025 Executive Compensation Program—Annual Performance-Based Cash Bonus” beginning on page 54 of this Proxy Statement. |

  129. Grants of Plan-Based Awards

    | (2) The amounts disclosed for Mr. Courtemanche’s March 31, 2025 PSU grants represent the threshold, target, and maximum number of shares that were eligible to vest pursuant to PSUs based on our fiscal year 2025 performance against revenue and non-GAAP operating margin targets set near the beginning of the fiscal year, as further described in the section titled “Compensation Discussion and Analysis—2025 Executive Compensation Program—Equity Awards” beginning on page 56 of this Proxy Statement. The amounts disclosed for Mr. Courtemanche’s November 8, 2025 PSU grant represent the threshold, target, and maximum number of shares that were eligible to vest pursuant to PSUs based on Mr. Courtemanche continuing to support, and to the extent requested by Dr. Gopal, being an ongoing resources for Dr. Gopal through November 1, 2026, as further described in the section titled “Compensation Discussion and Analysis—Leadership Transition—Transition Compensation of Former President and CEO” on page 47 of this Proxy Statement. The amounts disclosed for Dr. Gopal’s PSU grant represent the threshold, target, and maximum number of shares that were eligible to vest pursuant to PSUs based on the applicable percentile ranking of our TSR relative to the TSR of the companies that comprise the Index, as further described in the section titled “Compensation Discussion and Analysis—CEO New Hire Equity Compensation” beginning on page 59 of this Proxy Statement. |

  130. Grants of Plan-Based Awards

    | (3) The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table and the related footnotes beginning on page 70 of this Proxy Statement. |

  131. Grants of Plan-Based Awards

    | (4) 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, 2025, computed in accordance with ASC Topic 718. The values of the revenue PSUs and non-GAAP operating margin PSUs granted to Mr. Courtemanche in 2025 represent the probable outcomes of the respective performance conditions at the time of grant, which we assumed to be met at the target level of achievement. The values of the PSUs granted to Mr. Courtemanche in 2025, assuming the maximum level of performance achievement, were $9,362,421 for the revenue PSUs and $2,340,672 for the non-GAAP operating margin PSUs. The amounts disclosed in this column do not reflect the actual |

  132. Grants of Plan-Based Awards

    | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT | 67 |

  133. Grants of Plan-Based Awards

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

  134. Grants of Plan-Based Awards

    | economic value that may be realized by the named executive officer. For information about the vesting terms and, as applicable, actual achievement attained under the PSUs granted to our former CEO Mr. Courtemanche and our current CEO Dr. Gopal in 2025, please refer to the sections titled “Compensation Discussion and Analysis—2025 Executive Compensation Program—Equity Awards” beginning on page 56 of this Proxy Statement and “Compensation Discussion and Analysis—CEO New Hire Equity Compensation” beginning on page 59 of this Proxy Statement. |

  135. Grants of Plan-Based Awards

    | (5) Although Mr. Courtemanche’s equity awards continue to vest during his continued service to the Company pursuant to their terms, there was an accounting modification of his outstanding equity awards in connection with his stepping down as President and CEO. The amounts reported do not reflect additional equity awards granted to Mr. Courtemanche in 2025 and instead reflect equity awards previously granted to Mr. Courtemanche that continue vesting in accordance with their terms during Mr. Courtemanche’s continued service. The modification did not result in any incremental economic benefit to Mr. Courtemanche. There were no changes to the number of shares subject to his outstanding awards or to the vesting schedules for his outstanding awards. |

  136. 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

  137. 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, 2025.

  138. 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 ($) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Ajei S. Gopal | 9/22/2025 | — | — | — | — | 409,283(2) | 29,771,245 | — | — | | | 9/22/2025 | — | — | — | — | — | — | 409,283 | 29,771,245 | | Craig F. Courtemanche, Jr. | 11/10/2016(3) | 518,916 | — | 2.42 | 11/10/2026 | — | — | — | — | | | 7/12/2018(4) | 546,000 | — | 12.22 | 7/12/2028 | — | — | — | — | | | 3/29/2022 | — | — | — | — | 13,576(5) | 987,518 | — | — | | | 3/30/2023 | — | — | — | — | 61,908(6) | 4,503,188 | — | — | | | 3/29/2024 | — | — | — | — | 79,287(7) | 5,767,336 | — | — | | | 3/29/2024 | — | — | — | — | 3,684(8) | 267,974 | — | — | | | 3/31/2025 | — | — | — | — | 75,918(9) | 5,522,275 | — | — | | | 3/31/2025 | — | — | — | — | 73,091(10) | 5,316,639 | — | — | | | 3/31/2025 | — | — | — | — | 16,936(11) | 1,231,925 | — | — | | | 11/8/2025 | — | — | — | — | — | — | 41,184 | 2,995,724 | | Howard Fu | 3/29/2022 | — | — | — | — | 1,195(5) | 86,924 | — | — | | | 3/30/2023 | — | — | — | — | 5,675(6) | 412,800 | — | — | | | 5/8/2023 | — | — | — | — | 21,410(6) | 1,557,363 | — | — | | | 3/29/2024 | — | — | — | — | 31,715(7) | 2,306,949 | — | — | | | 3/31/2025 | — | — | — | — | 52,559(9) | 3,823,142 | — | — | | Benjamin C. Singer | 6/4/2019(12) | 120,000 | — | 22.63 | 6/4/2029 | — | — | — | — | | | 3/29/2022 | — | — | — | — | 2,987(5) | 217,274 | — | — | | | 3/30/2023 | — | — | — | — | 17,025(6) | 1,238,399 | — | — | | | 3/29/2024 | — | — | — | — | 19,382(7) | 1,409,847 | — | — | | | 3/31/2025 | — | — | — | — | 32,119(9) | 2,336,336 | — | — | | Lawrence J. Stack | 2/15/2024 | — | — | — | — | 108,930(13) | 7,923,568 | — | — | | | 3/31/2025 | — | — | — | — | 46,719(9) | 3,398,340 | — | — | | Steven S. Davis | 8/20/2022 | — | — | — | — | 39,625(14) | 2,882,323 | — | — | | | 3/30/2023 | — | — | — | — | 14,962(6) | 1,088,336 | — | — | | | 3/29/2024 | — | — | — | — | 33,477(7) | 2,435,117 | — | — | | | 3/31/2025 | — | — | — | — | 55,479(9) | 4,035,542 | — | — |

  139. 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. |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (2) The service-based vesting condition will be satisfied to 1/4th of the shares subject to the RSUs on August 20, 2026, and 1/16th of the shares subject to the RSUs will vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | 70 | PROCORE TECHNOLOGIES, INC. 2026 PROXY STATEMENT |

  142. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation | Fiscal Year 2025 Option Exercises and Stock Vested

  143. Outstanding Equity Awards at Fiscal Year-End

    | (3) 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. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (4) 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. |

  145. 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, 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. |

  146. 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, 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. |

  147. 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, 2024, 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. |

  148. Outstanding Equity Awards at Fiscal Year-End

    | (8) 1/3rd of the non-GAAP operating margin PSUs that became eligible to vest based on performance attainment during fiscal year 2024 vested on February 20, 2025, and 1/12th of these PSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  149. Outstanding Equity Awards at Fiscal Year-End

    | (9) The service-based vesting condition was satisfied as to 1/16th of the shares subject to the RSUs on May 20, 2025, 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. |

  150. Outstanding Equity Awards at Fiscal Year-End

    | (10) 1/3rd of the revenue PSUs that became eligible to vest based on performance attainment during fiscal year 2025 vested on February 20, 2026, and 1/12th of these PSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  151. Outstanding Equity Awards at Fiscal Year-End

    | (11) 1/3rd of the non-GAAP operating margin PSUs that became eligible to vest based on performance attainment during fiscal year 2025 vested on February 20, 2026, and 1/12th of these PSUs vest on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. |

  152. Outstanding Equity Awards at Fiscal Year-End

    | (12) 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. |

  153. Outstanding Equity Awards at Fiscal Year-End

    | (13) The service-based vesting condition was satisfied as to 1/4th of the shares subject to the RSUs on February 20, 2025, 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. |

  154. Outstanding Equity Awards at Fiscal Year-End

    | (14) The service-based vesting condition was satisfied as 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. |

  155. Fiscal Year 2025 Option Exercises and Stock Vested

    Fiscal Year 2025 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, 2025, with respect to our named executive officers.

  156. Fiscal Year 2025 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) | | Ajei S. Gopal | — | — | — | — | | Craig F. Courtemanche, Jr. | 458,000 | 31,982,080 | 239,526 | 18,546,977 | | Howard Fu | — | — | 57,796 | 4,254,968 | | Benjamin C. Singer | — | — | 43,976 | 3,225,598 | | Lawrence J. Stack | — | — | 95,502 | 7,436,193 | | Steven S. Davis | — | — | 92,483 | 6,730,047 |

  157. Fiscal Year 2025 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 the named executive officer. |

  158. Fiscal Year 2025 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. |

  159. 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.

  160. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During fiscal year 2025, 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.

  161. Nonqualified Deferred Compensation

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  162. Nonqualified Deferred Compensation

    Executive Compensation | Potential Payments Upon Termination or Change in Control

  163. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  164. 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 CEO, Dr. Gopal), and the ratio of these two amounts. We estimate that the median of the 2025 annual total compensation for all employees of the Company as of December 31, 2025 (the “Determination Date”), excluding our CEO, was $150,322, as calculated pursuant to relevant SEC rules (the “Median Annual Compensation”). The total annualized compensation of our CEO in 2025 was $77,929,699, based on the Summary Compensation Table on page 66 of this Proxy Statement. The ratio of our CEO’s 2025 total compensation to the Median Annual Compensation was approximately 518 to 1. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with relevant SEC rules. This pay ratio is significantly higher than our historical pay ratios as it reflects the total compensation package provided to Dr. Gopal in connection with his CEO appointment, as described in detail in the section titled “Compensation Discussion and Analysis” beginning on page 40 of this Proxy Statement. Importantly, the PSU component of Dr. Gopal’s compensation is entirely performance-based, as it depends on the Company’s rTSR. Dr. Gopal may realize actual compensation from the PSU component that is significantly lower than the accounting-based value reported in the Summary Compensation Table if performance targets that were set by our Compensation Committee with the aim of being rigorous are not met.

  165. Pay Ratio

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  166. Pay Ratio

    Executive Compensation | Pay Ratio As noted above, we selected December 31, 2025, 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 CEO and employees who joined Procore as part of acquisitions in 2025. Our analysis included approximately 4,400 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:

  167. Pay Ratio

    | + | the 2025 base salary in effect on the Determination Date (prorated for the portion of the year worked, in the case of employees who commenced employment in 2025), without any cost of living adjustments with respect to employees outside the U.S.; |

  168. Pay Ratio

    | + | the 2025 target annual bonus or commission target as in effect on the Determination Date (prorated for the portion of the year worked or eligible for the bonus plan, in the case of employees who commenced employment in 2025); and |

  169. Pay Ratio

    | + | the grant date fair value of equity awards granted during 2025, calculated in accordance with ASC 718. |

  170. Pay Ratio

    Earnings of our employees outside of the U.S. were converted to U.S. dollars using the foreign exchange rates that were in place at the end of fiscal year 2025. 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 2025 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.

  171. Pay Ratio

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  172. Pay Ratio

    | Pay Versus Performance

  173. Pay Versus Performance

    Pay Versus Performance The following table presents information about the relationship between executive compensation actually paid to our PEOs 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” beginning on page 40 of this Proxy Statement.

  174. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Mr. Courtemanche) ($) (1) | | Compensation Actually Paid to PEO (Mr. Courtemanche) ($) (3) | | Average Summary Compensation Table Total for Non-PEO NEOs ($) (5) | Average Compensation Actually Paid to Non-PEO NEOs ($) (6) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) ($) (9) | Non-GAAP Operating Margin (%) (10) | | | | Summary Compensation Table Total for PEO (Dr. Gopal) ($) (2) | | Compensation Actually Paid to PEO (Dr. Gopal) ($) (4) | | | Total Shareholder Return ($) (7) | Peer Group Total Shareholder Return ($) (8) | | | | 2025 | 20,784,081 | 77,416,665 | 17,666,168 | 80,545,636 | 4,657,164 | 4,704,256 | 82.66 | 240.25 | (101) | 14 | | 2024 | 16,122,797 | — | 13,725,746 | — | 7,200,319 | 7,250,813 | 85.15 | 186.84 | (106) | 10 | | 2023 | 12,918,339 | — | 25,334,504 | — | 4,200,701 | 7,280,125 | 78.66 | 137.02 | (190) | 2 | | 2022 | 13,856,916 | — | (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) |

  175. Pay Versus Performance

    | (1) The dollar amounts reported in this column represent the amounts of total compensation reported for Mr. Courtemanche (our former President and CEO) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 66 of this Proxy Statement. |

  176. Pay Versus Performance

    | (2) The dollar amount reported in this column represents the amount of total compensation reported for Dr. Gopal (our President and CEO) for the corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 66 of this Proxy Statement. |

  177. 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 2025 to determine the compensation actually paid: |

  178. Pay Versus Performance

    | Prior FYE | 12/31/2024 | | | Current FYE | 12/31/2025 | | | Fiscal Year | 2025 | | | PEO Summary Compensation Table Total | | 20,784,081 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year | ($ | 19,204,584) | | + Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 15,066,725 | | + 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 | ($ | 347,016) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | 1,187,903 | | + 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 | | 179,059 | | - 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 | | — | | Compensation Actually Paid | | 17,666,168 |

  179. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Dr. Gopal, 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 Dr. Gopal during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Gopal’s total compensation for 2025 to determine the compensation actually paid: |

  180. Pay Versus Performance

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  181. Pay Versus Performance

    | Pay Versus Performance

  182. Pay Versus Performance

    | Prior FYE | 12/31/2024 | | | Current FYE | 12/31/2025 | | | Fiscal Year | 2025 | | | PEO Summary Compensation Table Total | | 77,416,665 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year | ($ | 76,650,569) | | + Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 79,779,540 | | + 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 | | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | — | | + 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 | | — | | - 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 | | — | | Compensation Actually Paid | | 80,545,636 |

  183. Pay Versus Performance

    | (5) 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 66 of this Proxy Statement. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2025 and 2024, Howard Fu, Benjamin C. Singer, Lawrence J. Stack, and Steven S. Davis; (ii) for 2023, Howard Fu, Benjamin C. Singer, Steven S. Davis, Joy D. Durling, and Paul E. Lyandres; (iii) for 2022, Paul E. Lyandres, Benjamin C. Singer, Joy D. Durling and Steven S. Davis; and (iv) for 2021, Paul E. Lyandres and Dennis H. Lyandres. |

  184. Pay Versus Performance

    | (6) 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 2025 to determine the compensation actually paid, using the same methodology described above in footnotes 3 and 4. |

  185. Pay Versus Performance

    | Prior FYE | 12/31/2024 | | | Current FYE | 12/31/2025 | | | Fiscal Year | 2025 | | | Non-PEO NEOs Summary Compensation Table Total | | 4,657,164 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year | ($ | 3,840,984) | | + Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 3,398,340 | | + 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 | ($ | 162,270) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | | 731,004 | | + 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 | ($ | 79,000) | | - 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 | | — | | Compensation Actually Paid | | 4,704,256 |

  186. Pay Versus Performance

    | (7) Cumulative 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. |

  187. Pay Versus Performance

    | (8) 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 2025 Form 10-K. |

  188. Pay Versus Performance

    | (9) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |

  189. Pay Versus Performance

    | (10) 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 2025, as this measure was one of the two metrics used to determine payouts to our former PEO and our Non-PEO NEOs under the 2025 Bonus Program. For further details regarding this determination, please refer to the section below titled “Financial Performance Measures.” 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. |

  190. Pay Versus Performance

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  191. Pay Versus Performance

    | Financial Performance Measures

  192. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis 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 40 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, not all of those measures are 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. Compensation Actually Paid and Cumulative TSR The following graph illustrates the relationship among (i) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs, (ii) our cumulative TSR, and (iii) the cumulative TSR of the NASDAQ Computer Index peer group.

  193. Analysis of the Information Presented in the Pay Versus Performance Table

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  194. Analysis of the Information Presented in the Pay Versus Performance Table

    | Analysis of the Information Presented in the Pay Versus Performance Table 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. Compensation Actually Paid and Non-GAAP Operating Margin 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 non-GAAP operating margin. All information provided above under this “Pay Versus Performance” section will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that the Company specifically incorporates any such information by reference.

  195. Analysis of the Information Presented in the Pay Versus Performance Table

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  196. Analysis of the Information Presented in the Pay Versus Performance Table

    | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information