SEC Form DEF 14A filed by Procore Technologies Inc.

Dear Fellow Stockholders:

Construction is more than just structures—it’s the foundation of our communities and the backbone of our daily lives. From the homes where we gather with loved ones to the infrastructure that keeps our world moving, construction connects us all.

While construction has always played a vital role in society, the industry is now navigating a period of rapid transformation. Demand is rising to meet the needs of a growing global population, projects are becoming more complex, and costs continue to climb. In response, the industry is embracing new ways to build—and we are proud to be developing the technology they trust to make this possible.

At Procore, we believe the best way to meet these challenges is by building together. Our platform is designed to connect owners, general contractors, and specialty contractors—empowering teams to build more efficiently, reduce risk, and eliminate rework. By fostering better collaboration, we’re helping to improve outcomes for people, businesses, and the planet.

I started Procore 23 years ago, with a mission to connect everyone in construction on a global platform. Today, over two million construction professionals rely on Procore to do what they do best: build the world around us. I’m proud of the progress we’ve made, and it’s clear we’re just getting started. I’ve never been more excited about the future of construction. And now, thanks to the truly connected nature of our platform, we have the unique opportunity to harness the power of emerging technologies like artificial intelligence. The opportunity to apply AI to the vast amounts of data our users generate presents an unprecedented chance to deliver even greater efficiency, predictability, profitability, and potential for our customers.

Just as construction thrives through collaboration, we know that building strong partnerships with our stockholders is equally important. This year, we deepened those relationships by engaging once again with many of our largest stockholders to gain insights into their thoughts about our corporate governance practices. By maintaining open lines of communication and actively seeking their feedback, we aim to better understand the expectations of our stockholders. This collaborative approach underscores our dedication to building a resilient and forward-thinking company, and we remain committed to continuing this dialogue and working together to create long-term stockholder value.

With that, I’m pleased to invite you to our 2025 Annual Meeting of Stockholders. I encourage you to make your voice heard by voting on the proposals that will be presented at the meeting. Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible in advance of the meeting. Voting by proxy will guarantee that your shares are represented at the meeting, whether or not you choose to attend.

Thank you for being part of our journey and for your continued support of Procore. Together, we are building a stronger, smarter, and more connected future—and I couldn’t be more excited about what lies ahead.

Craig “Tooey” F. Courtemanche, Jr.

Founder, President, Chief Executive Officer, and Chair of the Board of Directors

Notice of

Annual Meeting

of Stockholders

Annual Meeting of Stockholders

To attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Procore Technologies, Inc., a Delaware corporation (“Procore,” “us,” or “our”), you will need the control number that appears on your Notice of Internet Availability of Proxy Materials (the “Notice”), your proxy card, or the voting instructions that accompanied your proxy materials. The Notice is being mailed to stockholders on or about April 24, 2025.

Our Board of Directors has fixed the close of business on April 11, 2025, as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

Items of Business

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy materials:

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above, or at any time and date on which the Annual Meeting may be properly reconvened after being adjourned or postponed.

Meeting Admission

The Annual Meeting will be completely virtual and conducted via live webcast. There will not be a physical meeting location. The virtual-only meeting format allows us to leverage technology to provide a consistent experience to all stockholders regardless of location, to reduce the environmental impact of our meeting, and to facilitate stockholder participation. If you wish to attend the Annual Meeting, you must register in advance using the control number included in the Notice, your proxy card, or the voting instructions that accompanied your proxy materials. Stockholders of record may register for the Annual Meeting by visiting www.proxydocs.com/PCOR. After you successfully register, you will receive a confirmation email and an email approximately one hour prior to the start of the Annual Meeting to the email address you provided during registration with a unique link to the virtual meeting. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in “street name”) should follow the registration instructions provided by their brokerage firm, bank, or other nominee.

You are entitled to notice of and to vote during the Annual Meeting only if you were a Procore stockholder as of the close of business on the Record Date. If you hold your shares in “street name,” you should contact your brokerage firm, bank, or other nominee to obtain your legal proxy if you wish to vote during the Annual Meeting. If you do not comply with the procedures outlined above, you will not be permitted access to the Annual Meeting.

The Notice contains instructions on how to access our proxy materials, which include the proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Form 10-K”). The Notice will provide instructions on how to vote online or by telephone and includes instructions on how to request a paper copy of the proxy materials by mail or email.

The Annual Meeting will begin promptly on the meeting date set forth above at 9:00 a.m., Pacific Time. The only matters that will be addressed at the Annual Meeting will be the items of business on the agenda included in this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 5, 2025: The Notice, proxy statement for the Annual Meeting, and our 2024 Form 10-K are available at www.proxydocs.com/PCOR.

By Order of the Board of Directors,

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

Table of Contents

Procore Technologies, Inc.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

Table of Contents

Proxy Statement Summary

Proxy Statement Summary

Below are highlights of certain information about our board of directors (“Board”), business, executive compensation, and stockholder engagement. We encourage you to carefully review this proxy statement (this “Proxy Statement”) in its entirety before casting your vote.

Who We Are

Procore Technologies, Inc., a Delaware corporation (“Procore,” the “Company,” “we,” “us,” or “our”), is a leading technology partner for every stage of construction. Built for the industry, Procore’s unified technology platform drives efficiency and mitigates risk through artificial intelligence and data-driven insights and decision making. Over three million projects have run on Procore across more than 150 countries.

Annual Meeting Information

Board Highlights

The information provided in this section is current as of April 11, 2025 (the “Record Date”). Please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 12 of this Proxy Statement for more details.

In addition, 44% of the directors on our Board are female and 11% are ethnically diverse.

Proxy Statement Summary

Corporate Governance Highlights

Please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 12 of this Proxy Statement for more details.

Executive Compensation Highlights

Please refer to the section titled “Executive Compensation” beginning on page 35 of this Proxy Statement for more details.

Proxy Statement Summary

At our 2024 annual meeting of stockholders (the “2024 Annual Meeting”), approximately 94% of the votes cast approved, on a non-binding, advisory basis, the fiscal year 2023 compensation of our named executive officers.

Business Highlights

Fiscal Year 2024 Financial Highlights

Proxy Statement Summary

To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating margin, and free cash inflow. Please refer to Appendix A for a discussion of non-GAAP gross margin, non-GAAP operating margin, and free cash inflow, as well as a reconciliation of these measures, in each case, to the most directly comparable financial measure calculated and presented in accordance with GAAP.

Stockholder Engagement

Maintaining regular dialogue with our stockholders is critically important to our Board and management team. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them, and then regularly communicate that feedback to our senior management and Board. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following:

As part of our engagement efforts, we meet with stockholders throughout the year to discuss a range of topics, including strategic priorities and Company performance. In addition, in 2025, we reached out to many of our largest stockholders to seek their input on various corporate topics, including:

Members of our management team participated in these engagements and shared investor feedback with the Nominating and Corporate Governance Committee of our Board (our “Nominating and Corporate Governance Committee”) and our Board. We contacted stockholders representing approximately 55% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2024, and met with stockholders representing approximately 23% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2024. Unaffiliated stockholders holding approximately 16% of our outstanding common stock as of December 31, 2024 informed us that they did not need a call with management this cycle. We appreciate the opportunity to hear direct feedback from our stockholders.

General Information | Questions and Answers

General Information

Our Board is soliciting your proxy to vote at the 2025 annual meeting of stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”) of Procore Technologies, Inc., for the purposes set forth in this Proxy Statement. The Annual Meeting will be held virtually via a live webcast on the Internet on Thursday, June 5, 2025, at 9:00 a.m., Pacific Time. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Form 10-K”) are first being mailed on or about April 24, 2025, to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on the Record Date, you are invited to virtually attend the Annual Meeting and vote on the proposals described in this Proxy Statement. In order to attend and vote during the Annual Meeting, you must register to attend the Annual Meeting by 11:59 p.m., Pacific Time, on June 4, 2025. To access the Annual Meeting, visit www.proxydocs.com/PCOR. Stockholders of record as of the Record Date may register for the Annual Meeting on www.proxydocs.com/PCOR. Stockholders who hold their shares through a brokerage firm, bank, or other nominee (i.e., in “street name”) should follow the instructions provided by their brokerage firm, bank, or other nominee to register for the Annual Meeting.

Our 2024 Form 10-K accompanies this Proxy Statement. You also may obtain a paper copy of our 2024 Form 10-K without charge by following the instructions in the Notice.

The information provided in the section below titled “Questions and Answers” is for your convenience only and is merely a summary of information contained in various sources, including this Proxy Statement, our amended and restated bylaws (our “Bylaws”), our amended and restated certificate of incorporation (our “Charter”), and applicable laws, rules and regulations, among other sources. You should read this entire Proxy Statement carefully. Information contained in, or that can be accessed through, website addresses provided in this Proxy Statement is not intended to be incorporated by reference into this Proxy Statement and references to website addresses in this Proxy Statement are inactive textual references only.

Questions and Answers

Why am I receiving these proxy materials?

Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the virtual Annual Meeting for the purpose of considering and acting upon the matters described in this Proxy Statement.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

In addition, we will conduct any other business that is properly brought before the Annual Meeting and at any adjournment or postponement thereof.

How does the Board recommend that I vote on each proposal?

Our Board recommends that you vote “FOR” each director nominee named in Proposal 1, “FOR” the ratification of the appointment of PwC as our independent public accounting firm as described in Proposal 2, and “FOR” the compensation of the Company’s named executive officers as described in Proposal 3.

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide

General Information | Questions and Answers

access to our proxy materials over the Internet in lieu of mailing printed copies. Providing our proxy materials via the Internet reduces the costs associated with the Annual Meeting and lowers our environmental impact, without negatively affecting our stockholders’ ability to timely access our proxy materials. We have sent you the Notice because our Board is soliciting your proxy to vote at the Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a printed set of the proxy materials may be found in the Notice. We intend to mail the Notice on or about April 24, 2025, to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, after 10 calendar days have passed since our first mailing of the Notice.

What is a proxy?

A proxy is your legal designation of another person to vote the stock that you own. That other person is called a proxy. We have designated our Chief Legal Officer and Corporate Secretary, Benjamin C. Singer, and our Vice President, Associate General Counsel, Corporate, Securities & M&A, and Assistant Corporate Secretary, Travis Shrout, or either of them, as the Company’s proxies for the Annual Meeting.

Will a list of record stockholders as of the Record Date be available?

For 10 days prior to the Annual Meeting, a list of our record stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at the Company’s principal place of business at 6309 Carpinteria Avenue, Carpinteria, CA 93013. To access the list of our record stockholders in person beginning 10 days prior to the Annual Meeting and until the Annual Meeting, stockholders should email [email protected].

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 11, 2025, will be entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 149,145,539 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholder of Record: Shares Registered in Your Name If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. If you wish to vote online during the Annual Meeting, you must register to attend the Annual Meeting by visiting www.proxydocs.com/PCOR by 11:59 p.m., Pacific Time, on June 4, 2025. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the Internet, by telephone, or by completing and returning a printed proxy card.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If, at the close of business on the Record Date, your shares were held not in your name, but instead on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm, bank, or other nominee) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee how to vote the shares in your account. If you wish to attend the Annual Meeting, you must register to attend using the instructions provided by your brokerage firm, bank, or other nominee. If you wish to vote at the Annual Meeting, you must obtain a legal proxy from your brokerage firm, bank, or other nominee and upload the legal proxy to the virtual meeting website during the Annual Meeting. Further instructions will be provided to you via email once you have registered to attend the Annual Meeting.

How do I vote?

Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting to ensure your vote is counted. Even if you have voted before the Annual Meeting, you may still attend and vote during the Annual Meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled “Can I change my vote or revoke my proxy after submitting a proxy?”

General Information | Questions and Answers

Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote in one of the following ways:

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee (i.e., your shares are held in “street name”), you will receive voting instructions from your brokerage firm, bank, or other nominee rather than directly from Procore. You must follow those instructions in order to vote on the matters to be considered at the Annual Meeting. If you want to vote online during the Annual Meeting, you must register to attend the Annual Meeting by following the instructions provided by your brokerage firm, bank, or other nominee and obtain a legal proxy from your brokerage firm, bank, or other nominee. You must submit a copy of the legal proxy on the virtual meeting website during the Annual Meeting in order to vote during the Annual Meeting. Further instructions will be provided to you as part of your registration process.

How do I attend and ask questions during the Annual Meeting?

To facilitate stockholder participation at the Annual Meeting, this year, we will be hosting the Annual Meeting via live webcast only. If you are a stockholder of record, you can attend the Annual Meeting live online by registering in advance at www.proxydocs.com/PCOR by no later than 11:59 p.m., Pacific Time, on June 4, 2025. In order to register for the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card. After you successfully register, you will receive a confirmation email, as well as an email approximately one hour prior to the start of the Annual Meeting at the email address you provided during registration with a unique link to the virtual meeting. If you are the beneficial owner of your shares (that is, you hold your shares in “street name”), you will receive separate instructions from your brokerage firm, bank, or other nominee on how to register for the Annual Meeting and will use the control number provided by your brokerage firm, bank, or other nominee, which will be found on your Notice or voting instruction form.

The Annual Meeting will begin at 9:00 a.m., Pacific Time, on Thursday, June 5, 2025. We recommend that you access the website for the Annual Meeting a few minutes before the Annual Meeting is scheduled to begin to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

General Information | Questions and Answers

We plan to have a Q&A session at the Annual Meeting. If you would like to ask a question during the Annual Meeting, you may submit your question ahead of the Annual Meeting when you register to attend the virtual meeting or you may submit a question during the Annual Meeting via the virtual meeting website after you have logged into the website. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted on the virtual meeting website our rules of conduct for the Annual Meeting. We will answer as many questions submitted in accordance with the rules of conduct as possible in the time allotted for the Annual Meeting. Only questions that are relevant to an agenda item to be voted on by stockholders at the Annual Meeting will be answered.

What if I have technical difficulties or trouble accessing the Annual Meeting?

Details on how to access technical support for the Annual Meeting will be provided to you after you register to attend the Annual Meeting. We encourage you to log in a few minutes before the start of the meeting to allow ample time to address any technical difficulties before the Annual Meeting live webcast begins.

How many votes do I have?

For each matter to be voted upon at the Annual Meeting, each holder of shares of our common stock will have one vote per share held as of the close of business on the Record Date.

What if another matter is properly brought before the Annual Meeting?

Other than the matters described in this Proxy Statement, our Board does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy will authorize your proxy holder (one of the individuals named on your proxy card) to exercise discretionary authority to vote your shares on such other matters.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the Internet or by telephone or online during the Annual Meeting.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in more than one account. Please follow the voting instructions on each Notice that you receive to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy after submitting my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting in one of the following ways:

Your latest-dated proxy card or telephone or Internet proxy is the one that is counted.

If you are a beneficial owner and your shares are held in “street name” on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that brokerage firm, bank, or other nominee to change your vote.

General Information | Questions and Answers

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the Internet, by telephone, by completing a proxy card, or online during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our Board as follows:

If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will exercise discretionary authority to vote your shares.

If I am a beneficial owner of shares held in “street name” and I do not provide my brokerage firm, bank, or other nominee with voting instructions, what happens?

If you are a beneficial owner and do not instruct your brokerage firm, bank, or other nominee on how to vote your shares, your shares will be considered “uninstructed” and the question of whether your nominee will still be able to vote your shares depends on whether, pursuant to the rules of the New York Stock Exchange (the “NYSE”), the particular proposal is deemed to be a “routine” matter. Under the rules of the NYSE, brokerage firms, banks, and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the NYSE rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation, and certain corporate governance proposals, even if management-supported.

Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, meaning that your brokerage firm, bank, or other nominee may not vote your shares on those proposals in the absence of your voting instructions. In such case, failing to provide your brokerage firm, bank, or other nominee with voting instructions on Proposal 1 or 3 will result in a “broker non-vote” with respect to such proposal, as further described in the question below titled “What are ‘broker non-votes’?” However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your brokerage firm, bank, or other nominee by its deadline, your shares may be voted by your brokerage firm, bank, or other nominee in its discretion on Proposal 2.

If you are a beneficial owner of shares held in “street name” and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you prefer, you must provide voting instructions to your brokerage firm, bank, or other nominee by the deadline provided in the materials you receive from your brokerage firm, bank, or other nominee.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of our common stock entitled to vote at the Annual Meeting are present at the Annual Meeting virtually or by proxy. On the Record Date, there were 149,145,539 shares of our common stock outstanding and entitled to vote. Thus, the holders of 74,572,770 shares must be present virtually or represented by proxy at the Annual Meeting in order for a quorum to be present.

Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, or other nominee) or if you vote online during the Annual Meeting. Votes withheld, abstentions, and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or holders of a majority of the voting power of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date.

General Information | Questions and Answers

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting. For Proposal 1, the inspector will count “For” and “Withhold” votes as well as broker non-votes. Only “For” votes will affect the outcome of Proposal 1. For Proposals 2 and 3, the inspector will count “For” and “Against” votes, abstentions, and, if applicable, broker non-votes. Abstentions are not applicable with respect to Proposal 1. Abstentions will have the same effect as “Against” votes for Proposals 2 and 3. Broker non-votes on Proposals 1 and 3 will have no effect and will not be counted towards the vote total. Proposal 2 is considered a “routine” matter—accordingly, if you hold your shares in “street name” and do not provide voting instructions to your brokerage firm, bank, or other agent that holds your shares, your brokerage firm, bank, or other agent has discretionary authority to vote your shares on Proposal 2. We do not expect any broker non-votes on Proposal 2.

How many votes are required for the approval of the proposals to be voted on at the Annual Meeting? How will abstentions and broker non-votes be treated?

General Information | Questions and Answers

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give voting instructions to the brokerage firm, bank, or other nominee holding the shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the brokerage firm, bank, or other nominee cannot vote the shares and the shares are deemed not to be entitled to vote on such matters. These unvoted shares are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine” under NYSE rules and, therefore, broker non-votes may exist in connection with these proposals.

How can I find out the results of the voting at the Annual Meeting?

We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials To be considered for inclusion in next year’s proxy materials, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, must be submitted in writing to our Chief Legal Officer and Corporate Secretary and received at our principal executive offices at Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013, no later than the close of business on December 25, 2025. However, if the date of the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) changes by more than 30 days from the one-year anniversary of the date of the Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy materials for the 2026 Annual Meeting.

Requirements for stockholder proposals (including director nominations) to be brought before the Annual Meeting Our Bylaws provide that, for stockholder proposals that are not sought to be included in our proxy materials to be considered at an annual meeting, stockholders must give timely advance written notice thereof to our Corporate Secretary at our principal executive offices. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2026 Annual Meeting that is not sought to be included in our proxy materials for such meeting must be received by our Corporate Secretary in writing not earlier than the close of business on February 5, 2026, nor later than the close of business on March 7, 2026.

However, if the 2026 Annual Meeting is held earlier than May 6, 2026, or later than August 4, 2026, the notice must be received (1) not earlier than the close of business on the 120th day prior to such meeting and (2) not later than the close of business on the later of (a) the 90th day prior to such meeting and (b) the 10th day following the day on which public announcement of the date of such meeting is first made. Any such notice must include the information required by our Bylaws. If such written notice is not timely received or does not satisfy these additional information requirements, the notice will not be considered properly submitted and will not be acted upon at the 2026 Annual Meeting.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur.

Information Regarding the Board of Directors and Corporate Governance

Information Regarding the Board of Directors and Corporate Governance

The following table sets forth the ages, independence determination, committee membership, term of office on our Board, and position or office held with the Company, if applicable, as of the Record Date, of the Class I nominees standing for election at the Annual Meeting and of our other directors who will continue in office after the Annual Meeting:

Current Committee Membership

Class(1)

Name

Age

Independent

Director Since

Audit Committee

Compensation Committee

Nominating   and   Corporate   Governance   Committee

I

Erin M. Chapple

50

December 2021

I

Brian Feinstein

39

June 2014

I

Kevin J. O’Connor

64

May 2004

II

Craig F. Courtemanche, Jr. President, CEO, and Chair of the Board

57

January 2002

II

Kathryn A. Bueker

54

April 2021

*

II

Nanci E. Caldwell

67

March 2020

III

William J.G. Griffith IV

53

March 2015

III

Graham V. Smith Lead Independent Director

65

February 2020

*

III

Elisa A. Steele

58

February 2020

		Independent		Committee Chair		Committee Member		* Audit Committee Financial Expert

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

Information Regarding the Board of Directors and Corporate Governance | Class I Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2028 Annual Meeting

Class I Director Nominees for Election at the Annual Meeting for a Three-Year Term Expiring at the 2028 Annual Meeting

Age: 50   Director since: December 2021   Committees: Compensation				Erin M. Chapple Director   Since September 2024, Ms. Chapple has served at Microsoft Corporation, a technology company, as Corporate Vice President, Commercial Solutions Areas. Ms. Chapple has held a number of 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.
Age: 39   Director since: June 2014   Committees: Nominating and Corporate Governance				Brian Feinstein Director   Since 2013, Mr. Feinstein has served as a Partner at Bessemer Venture Partners, a global venture capital and private equity firm, where he has been employed since 2008. Mr. Feinstein holds an A.B. in Government from Harvard University.   Skills and Qualifications: Mr. Feinstein is qualified to serve on our Board because of his experience in the venture capital industry, his knowledge of the Company, his experience with software and technology companies, and his experience serving as a director of privately-held companies, including software and technology companies.

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

Age: 64   Director since: May 2004   Committees: Audit				Kevin J. O’Connor Director   Since June 2018, Mr. O’Connor has served as a Partner at ScOp Venture Capital, a venture capital firm. From May 2009 until its acquisition by Amazon.com, Inc. in May 2017, Mr. O’Connor served as Chief Executive Officer of Graphiq, a technology company. Following the acquisition, Mr. O’Connor managed Graphiq’s integration strategy from May 2017 through May 2018. From January 1996 to August 2000, Mr. O’Connor served as Chief Executive Officer of DoubleClick, a technology company. From April 1992 to July 1995, Mr. O’Connor served in various executive roles at Digital Communications Associates, a technology company. From May 1983 to April 1992, Mr. O’Connor served in various research roles at InterComputer Communications Corporation, a technology company, until its acquisition by Digital Communications Associates in April 1992. Mr. O’Connor holds a B.S. in Electrical Engineering from the University of Michigan, Ann Arbor.   Skills and Qualifications: Mr. O’Connor is qualified to serve on our Board because of his knowledge of the Company, his experience serving as an executive of various technology companies, and his experience serving as a director of various privately-held companies, including software and technology companies.

Class II Directors Continuing in Office Until the 2026 Annual Meeting

Age: 57   Director since: January 2002   Committees: None				Craig F. Courtemanche, Jr. President, CEO and Chair of the Board   Mr. Courtemanche is the founder of the Company. He has served as our President since November 2019, having previously served in this role from January 2002 to May 2004. In addition, Mr. Courtemanche currently serves as the Chair of our Board, and has served as our CEO and on our Board since January 2002. On March 10, 2025, we announced that Mr. Courtemanche intends to transition to Executive Chairman upon the appointment of his successor (the “CEO Transition”). As Executive Chairman, he will continue to be deeply involved in the Company’s business and lead our Board. Until a successor is appointed, there will be no changes to Mr. Courtemanche’s current role. From 1996 to 2001, Mr. Courtemanche served as the founder and Chief Executive Officer of Webcage, a software consulting firm. From 1993 to 1996, Mr. Courtemanche served as a software engineer at Skip Steveley & Associates, a consulting firm.   Skills and Qualifications: Mr. Courtemanche is qualified to serve on our Board because of the perspective and experience he brings as our founder, President, and CEO, as well as his experience in the construction and software industries.

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

Age: 54   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.
Age: 67   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 boards of directors of Equinix, Inc., an information technology data center company, and the Canadian Imperial Bank of Commerce, a retail banking company. Ms. Caldwell previously served on the boards of directors of Citrix Systems, Inc., an enterprise software company, from July 2008 to December 2022, Donnelley Financial Solutions, Inc., a regulatory compliance company, from October 2016 until May 2020, and Talend SA, a software company, from February 2017 until January 2020. Ms. Caldwell holds a B.A. in Psychology from Queen’s University, Kingston, Canada.   Skills and Qualifications: Ms. Caldwell is qualified to serve on our Board because of her experience in the software and technology industries and service as an executive and a director of publicly-traded companies, including software and technology companies.

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

Class III Directors Continuing in Office Until the 2027 Annual Meeting

Age: 53   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. Mr. Griffith previously served on the board of directors of BlackLine, Inc., a software company, from September 2013 until February 2020. Mr. Griffith holds A.B. degrees in Engineering and History from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business.   Skills and Qualifications: Mr. Griffith is qualified to serve on our Board because of his experience in the venture capital industry, his knowledge of the Company, his experience with software and technology companies, and his experience serving as a director of publicly-traded and privately-held companies, including software and technology companies.
Age: 65   Director since: February 2020   Committees: Audit (Chair)				Graham V. Smith Lead Independent Director   Since January 2023, Mr. Smith has served as our lead independent director. Mr. Smith previously served as our lead independent director from May 2021 to December 2021. From November 2021 to April 2022, Mr. Smith served as interim Chief Executive Officer of Splunk Inc., a software company. From August 2014 to June 2015, Mr. Smith served as Executive Vice President of Salesforce, Inc., a cloud-based software company, and as Chief Financial Officer of Salesforce from March 2008 to August 2014. From January 2003 to December 2007, Mr. Smith served as Chief Financial Officer of Advent Software, Inc., a portfolio accounting software company. Mr. Smith currently serves on the 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.

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

Age: 58   Director since: February 2020   Committees: Compensation   Nominating and Corporate Governance (Chair)				Elisa A. Steele Director   From December 2021 to December 2022, Ms. Steele served as our lead independent director. From August 2018 to August 2019, Ms. Steele served as Chief Executive Officer of Namely, Inc., a human resources software company. From January 2014 to July 2017, Ms. Steele served in various executive positions at Jive Software, Inc., a communication software company, including as President and Chief Executive Officer from February 2015 to July 2017. From August 2013 to December 2013, Ms. Steele served as Corporate Vice President and Chief Marketing Officer of Consumer Applications and Services at Microsoft Corporation, a technology company. Ms. Steele served as Chief Marketing Officer of Skype Inc. (owned by Microsoft) from July 2012 to August 2013. Prior to Skype, Ms. Steele served as Executive Vice President and Chief Marketing Officer at Yahoo! Inc., an Internet services company. Ms. Steele currently serves on the boards of directors of Amplitude Inc., a digital optimization company, JFrog Ltd., a software company, Bumble Inc., a software company, and Nextdoor Holdings, Inc., a social networking company. She previously served on the boards of directors of Cornerstone OnDemand, Inc., a software company, from June 2018 to June 2021 (including as chair of the board of directors from June 2018 to July 2020 and as co-chair of the board of directors from July 2020 to June 2021), Splunk Inc., a software company, from September 2017 until it was acquired in March 2024, Namely, from August 2017 to September 2022 (including as chair of the board), and Jive, from February 2015 to August 2018. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from San Francisco State University.   Ms. Steele plans to resign from the board of directors of Amplitude immediately following Amplitude’s 2025 annual meeting of stockholders.   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.

Director Independence

Our common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if the listed company’s board of directors affirmatively determines that the director does not have a material relationship with the company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the company) that, in the opinion of the listed company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing standards of the NYSE. Additionally, compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NYSE.

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that Kathryn A. Bueker, Nanci E. Caldwell, Erin M. Chapple, Brian Feinstein, William J.G. Griffith, IV, Kevin J. O’Connor, Graham V. Smith, and Elisa A. Steele do not have relationships that would interfere with the exercise of

Information Regarding the Board of Directors and Corporate Governance | Board Leadership

independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the SEC. In making these affirmative determinations, our Board considered the current and prior relationships between each non-employee director or any of his or her family members, and the Company, its senior management, and its independent auditor, as well as all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions described in the section titled “Certain Relationships and Related Person Transactions” beginning on page 66 of this Proxy Statement.

Board Leadership

Our Nominating and Corporate Governance Committee reviews at least annually the leadership structure of our Board and makes such recommendations to our Board as our Nominating and Corporate Governance Committee deems appropriate. Currently, our Board believes that it is in the best interests of the Company and our stockholders for our CEO, Mr. Courtemanche, to serve as both CEO and Chair of the Board given his knowledge of the Company and industry and his strategic vision. As part of the CEO Transition, Mr. Courtemanche intends to transition to Executive Chairman upon the appointment of a successor. Until a successor is appointed, there will be no changes to Mr. Courtemanche’s current role.

Lead Independent Director

Our amended and restated corporate governance guidelines (our “Corporate Governance Guidelines”) provide that one of our independent directors shall serve as the lead independent director at any time when an independent director is not serving as the chair of the Board. Because Mr. Courtemanche has served and continues to serve in both of the roles of principal executive officer (“PEO”) of the Company and Chair of the Board, our Board has appointed Graham V. Smith to serve as our lead independent director. As lead independent director, Mr. Smith presides over periodic meetings of our independent directors, coordinates activities of the independent directors, and performs such additional duties as our Board may otherwise determine and delegate. Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board, and sound corporate governance policies and practices.

Committees of Our Board of Directors

Our Board has established an Audit Committee (our “Audit Committee”), a Compensation Committee (our “Compensation Committee”), and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our Audit Committee consists of Graham V. Smith, Kathryn A. Bueker, and Kevin J. O’Connor. The chair of our Audit Committee is Graham V. Smith. Our Board has determined that each member of our Audit Committee satisfies the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act. Our Board has determined that each of Graham V. Smith and Kathryn A. Bueker is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and the nature of their employment.

Information Regarding the Board of Directors and Corporate Governance | Committees of Our Board of Directors

The primary purpose of our Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and risk management, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

Our Audit Committee operates under a written charter that satisfies the applicable listing standards of the NYSE, which is available to stockholders on our website at https://investors.procore.com.

Compensation Committee

Our Compensation Committee consists of Nanci E. Caldwell, Erin M. Chapple, and Elisa A. Steele. The chair of our Compensation Committee is Nanci E. Caldwell. Our Board has determined that each member of our Compensation Committee is independent under the listing standards of the NYSE and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans, and benefits programs, and to review and approve the compensation to be paid to our executive officers, non-employee directors, and certain other employees, as appropriate. Specific responsibilities of our Compensation Committee include:

Information Regarding the Board of Directors and Corporate Governance | Committees of Our Board of Directors

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of the NYSE, which is available to stockholders on our website at https://investors.procore.com.

Processes and Procedures for Compensation Decisions

Our Compensation Committee is primarily responsible for establishing and reviewing our overall compensation philosophy, policies, plans, and benefits programs. In addition, our Compensation Committee oversees our compensation strategy, policies, plans, and benefits programs, administers our equity compensation plans, and reviews and approves all compensation decisions relating to our executive officers, including our CEO. Our Compensation Committee considers recommendations from our CEO regarding the compensation of our executive officers other than himself. Typically, our Compensation Committee meets quarterly, or with greater frequency if necessary, and meets regularly in executive session. From time to time, our Compensation Committee may invite to its meetings any director, officer, or employee of the Company, and such other persons, as it deems appropriate in order to carry out its responsibilities.

Our Compensation Committee has formed a Management Equity Award Committee (the “MEAC”) and adopted an MEAC charter, pursuant to which our Compensation Committee delegated authority to a committee composed of our Chief Financial Officer, Chief Legal Officer, and Chief People Officer to grant, without any further action required by our Board or Compensation Committee, time-based restricted stock unit (“RSU”) awards under our 2021 Equity Incentive Plan (as amended, our “2021 Plan”) to our employees and other service providers who are neither Section 16 officers nor members of the MEAC, subject to the limitations set forth in the MEAC charter. As part of its oversight function, our Compensation Committee reviews on a quarterly basis the awards granted by the MEAC. The delegation of authority under the MEAC charter is not exclusive, and both our Board and our Compensation Committee retain the right to grant equity awards.

Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel, and other advisers. For the fiscal year ended December 31, 2024, and for prior fiscal years, our Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology companies, to provide it with competitive market information, analysis, and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our Compensation Committee to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation-related services to us, and maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, our Compensation Committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and concluded that no conflict of interest has arisen with respect to the work that Compensia performs for our Compensation Committee.

Compensation Committee Interlocks and Insider Participation

None of Ms. Caldwell, Ms. Chapple, or Ms. Steele is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Elisa A. Steele, Nanci E. Caldwell, and Brian Feinstein. The chair of our Nominating and Corporate Governance Committee is Elisa A. Steele. Our Board has determined that each member of our Nominating and Corporate Governance Committee is independent under the listing standards of the NYSE.

Information Regarding the Board of Directors and Corporate Governance | Board and Committee Meetings

Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of the NYSE, which is available to stockholders on our website at https://investors.procore.com.

Board and Committee Meetings

Our Board is responsible for the oversight of management and the strategy of the Company and for establishing corporate policies. Our Board meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our Board. Our Board met five times during our last fiscal year. Our Audit Committee met 10 times during our last fiscal year. Our Compensation Committee met six times during our last fiscal year. Our Nominating and Corporate Governance Committee met five times during our last fiscal year. During our last fiscal year, each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served. It is Procore’s policy to strongly encourage our directors to attend the Annual Meeting. Five of our then-serving directors attended the 2024 Annual Meeting.

As required under applicable NYSE listing standards, our non-management directors met four times during our last fiscal year in regularly scheduled executive sessions at which only non-management directors were present. Our independent directors met during at least one of such regularly scheduled executive sessions. Mr. Smith, our lead independent director in 2024, presided over these executive sessions.

Role of the Board in Risk Oversight

Our Board oversees our risk management processes, which are designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance stockholder value while mitigating and managing identified risks. A fundamental part of our approach to risk management is not only understanding the most significant risks we face as a company and the necessary steps to manage those risks, but also deciding what level of risk is appropriate for the Company. Our Board plays an integral role in guiding management’s risk tolerance and determining an appropriate level of risk.

In connection with its reviews of the operations of our business, our full Board addresses holistically the primary risks associated with our business, as well as the key risk areas monitored by its committees, including cybersecurity and liquidity risks. Our Board appreciates the evolving nature of our business and industry and is actively involved in monitoring new threats and risks as they emerge. In particular, our Board is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats and incidents.

At periodic meetings of our Board and its committees, management reports to and seeks guidance from our Board and its committees with respect to the most significant risks that could affect our business, such as legal risks, cybersecurity and privacy risks, and financial, tax, and audit-related risks.

While our full Board has overall responsibility for evaluating key business risks, its committees monitor and report to our Board on certain risks, as described below:

Audit Committee

The Audit Committee monitors our major financial, reporting, and cybersecurity risks, and the steps our management has taken to identify and control these exposures, including by reviewing and setting guidelines,

Information Regarding the Board of Directors and Corporate Governance | Nomination to the Board of Directors

internal controls, and policies that govern the process by which risk assessment and management is undertaken. Management provides our Audit Committee periodic reports on our compliance programs and investment policy and practices. Our Audit Committee also oversees our annual enterprise risk assessment, monitors compliance with legal and regulatory requirements, and directly supervises our internal audit function.

Two committees report to our Audit Committee in support of its risk assessment function. Our Enterprise Risk Management Committee, which is composed of members of management from a variety of departments, provides updates and input to our Audit Committee and our Board regarding the identification and evaluation of material risks to the Company and the Company’s risk assessment and enterprise risk management framework. Our cross-functional Cybersecurity Committee, which is composed of members of management from various departments, reviews and reports to our Audit Committee on cybersecurity threats, risks, and mitigation efforts.

Compensation Committee

The Compensation Committee assesses and monitors whether any of our compensation policies and practices have the potential to encourage excessive risk-taking and strives to create incentives that encourage a level of risk-taking consistent with our business strategy. In connection with its oversight of compensation-related risks, our Compensation Committee reviews our compensation programs and practices for employees (including executives) and evaluates whether our programs and practices encourage unnecessary or excessive risk-taking and controls, and how such programs and practices are structured with respect to risks and rewards, as well as controls designed to mitigate any risks.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee oversees risks associated with director independence and the composition and organization of our Board, monitors the effectiveness of our Corporate Governance Guidelines, plans for leadership succession (including, as part of the CEO Transition, assisting the Board in evaluating potential successors to our CEO), and provides general oversight of our other corporate governance policies and practices.

Nomination to the Board of Directors

Candidates for nomination to our Board are selected by our Board based on the recommendation of our Nominating and Corporate Governance Committee in accordance with the committee’s charter, our policies, our Charter, our Bylaws, our Corporate Governance Guidelines, and the requirements of applicable law. In recommending candidates for nomination, our Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and Bylaws, using the same criteria to evaluate all such candidates.

A stockholder that wishes to recommend a candidate for election to our Board must send a written notice directed to our Corporate Secretary at Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013. The written notice must include, among other things, the candidate’s name, age, business and residential address, biographical data, and the number of Procore shares held by the candidate. Stockholder recommendations must be made in compliance with our Bylaws and Corporate Governance Guidelines.

Evaluations of candidates generally involve a review of background materials and internal discussions, as well as candidate interviews. In addition, our Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Director Qualifications

In addition to the qualifications, qualities, and skills that are necessary to meet U.S. state and federal legal and regulatory requirements, NYSE listing requirements, and the provisions of our Charter, Bylaws, Corporate Governance Guidelines, and charters of the Board committees, our Board will consider the following factors in

Information Regarding the Board of Directors and Corporate Governance | Stockholder Communications with our Board

considering director candidates: (i) relevant expertise to offer advice and guidance to management, (ii) sufficient time to devote to Procore’s affairs, (iii) excellence in his or her field, (iv) the ability to exercise sound business judgment, (v) diversity of skills, background, perspective, and experience, (vi) commitment to rigorously represent the long-term interests of Procore’s stockholders, and (vii) the average tenure of directors serving on our Board and, if applicable, the tenure of the continuing directors.

When considering nominees, our Board and Nominating and Corporate Governance Committee may consider other factors, including, but not limited to: the current composition of our Board; Procore’s current operating requirements; the candidates’ character, integrity, judgment, independence, areas of expertise, corporate experience, length of service, potential conflicts of interest, and other commitments; and the long-term interests of our stockholders. Our Board and Nominating and Corporate Governance Committee evaluate the foregoing factors, among others, and do not assign any particular weighting or priority to any of the factors.

Stockholder Communications with our Board

Stockholders and other interested parties who wish to communicate with the non-management members of our Board or with an individual non-management director may do so by mail addressed to our Chief Legal Officer and Corporate Secretary at Procore Technologies, Inc., 6309 Carpinteria Avenue, Carpinteria, CA 93013. In accordance with our policies and procedures for stockholder communications to independent directors, our Chief Legal Officer and Corporate Secretary (or our Legal Department), in consultation with appropriate directors as deemed necessary by the Chief Legal Officer and Corporate Secretary, will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations, and patently offensive or otherwise inappropriate material) and, if appropriate, will route such communications to the appropriate director(s) or, if none is specified, to the Chair of the Board or the lead independent director.

Corporate Governance Guidelines

Our Board has adopted our Corporate Governance Guidelines to ensure that it has the necessary practices in place to review and evaluate Procore’s business operations and make decisions that are independent of our management. Our Corporate Governance Guidelines set forth the practices our Board follows with respect to Board composition and selection, Board meetings and involvement of senior management, executive officer performance evaluation and succession planning, Board compensation, director education, and conflicts of interest.

Our Corporate Governance Guidelines contain limits for the number of additional public company boards on which directors may serve. Non-employee directors should not serve on more than four additional public company boards without the approval of our Board. Members of our Audit Committee should not serve on more than two additional public company audit committees without the approval of our Board. Any director who is the chief executive officer or another named executive officer of a public company (including Procore) may serve on the board of that public company, but should not serve on more than one additional public company board without the approval of our Board. Further, directors who are employees of Procore must also obtain any approvals required under our Code of Conduct (defined below) to serve on the board of directors, or any similar supervisory body, of any for-profit company other than Procore.

Our Corporate Governance Guidelines, as well as the charters for each committee of our Board, are posted on our website at https://investors.procore.com.

Director Compensation | Director Compensation Table

Director Compensation

Director Compensation Table

The following table presents information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2024, other than to Mr. Courtemanche, our President, CEO, and Chair of our Board, who is also a member of our Board but did not receive any additional compensation for service as a director. The compensation of Mr. Courtemanche is set forth below under the section titled “Executive Compensation—Summary Compensation Table” on page 48 of this Proxy Statement.

The following table presents information on stock awards granted to non-employee directors during the fiscal year ended December 31, 2024, and the aggregate number of shares of our common stock underlying stock awards held by our non-employee directors as of December 31, 2024.

Director Compensation | Non-Employee Director Compensation Policy

Non-Employee Director Compensation Policy

We have adopted a non-employee director compensation policy, pursuant to which each non-employee director will be eligible to receive compensation for his or her service consisting of the cash retainers and equity awards described below. Our Board or our Compensation Committee has the discretion to amend, modify, suspend, or terminate the non-employee director compensation policy as it deems necessary or appropriate. No changes were made to the compensation granted to non-employee directors in 2024.

Equity Compensation

Each new non-employee director who joins our Board automatically receives, on the date of joining our Board, an RSU award having a target equity value of $450,000 (the “Initial Award”). Each Initial Award will vest in three equal annual installments, with the first vesting date being the company vesting date (each February 20, May 20, August 20, and November 20, each a “Company Vesting Date”) that most closely precedes the first anniversary of the grant date of the Initial Award, subject to the non-employee director continuing to provide service to us through each applicable vesting date.

On the date of each annual meeting of our stockholders, each person who is then a non-employee director, and who has been a non-employee director for not less than six months as of such annual meeting date, will (unless waived) automatically receive an RSU award having a target equity value of $200,000 (the “Annual Award”). Each Annual Award will vest on the date of the following year’s annual meeting of our stockholders (or the date immediately prior to the date of the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be reelected or the director not standing for reelection), subject to the non-employee director continuing to provide service to us through the applicable vesting date.

For RSUs granted in 2024 and later, each non-employee director has the opportunity to elect to defer settlement of the RSUs until the earlier of (i) the date that is 90 days following the date on which the director ceases to serve as a member of the Board or (ii) a change in control (each as described in the non-employee director compensation policy).

In the event of a change in control (as defined in our 2021 Plan), each non-employee director’s then outstanding Initial Award and Annual Award, if any, will become fully vested immediately prior to the closing of the change in control, provided that the non-employee director remains in continuous service through such time.

All outstanding and future options and RSUs issued under our 2014 Equity Incentive Plan (our “2014 Plan”) and our 2021 Plan (including those held by our non-employee directors) will vest in full in connection with the holder’s termination of service by reason of death or permanent disability.

Cash Compensation

In addition, each non-employee director is entitled to receive the following cash compensation for services on our Board and its committees as follows:

Director Compensation | Non-Employee Director Compensation Policy

The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, prorated for any partial months of service.

Compensation Limit

Pursuant to our non-employee director compensation policy, the aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value; provided that such amount will be increased to $1,000,000 in the first fiscal year in which a newly-appointed or newly-elected non-employee director joins our Board.

Expenses

We reimburse each non-employee director for any ordinary and reasonable out-of-pocket expenses actually incurred by such director in connection with their service on the Board, including in-person attendance at, and participation in, meetings of our Board and any committee of the Board, as well as certain continuing director education offerings.

Stock Ownership Guidelines

For a description of our stock ownership guidelines, which apply to our non-employee directors, please refer to the section titled “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines” on page 45 of this Proxy Statement.

Proposal 1 Election of Directors

Proposal 1 Election of Directors

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

Our directors are divided into the three classes as follows:

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 Erin M. Chapple, Brian Feinstein, and Kevin J. O’Connor 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 I 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 2028 Annual Meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal.

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

Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further recommended that the Board submit, and the Board has submitted, the appointment of PwC as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. PwC has served as our independent registered public accounting firm since 2015. Representatives of PwC are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or laws require stockholder ratification of the appointment of PwC as our independent registered public accounting firm. However, the Board, upon the recommendation of our Audit Committee, is submitting the appointment of PwC to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment, our Audit Committee will review its future appointment of PwC as our independent registered public accounting firm. Even if the appointment is ratified, our Audit Committee may, in its sole discretion, direct the appointment of different independent auditors at any time during the fiscal year if they determine that such a change would be in the best interests of Procore and its stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us by PwC for the periods set forth below.

Pre-Approval Policies and Procedures

Our Audit Committee approves all audit and audit-related services, as well as permitted non-audit services (subject to a de minimis exception for qualifying permissible non-audit services that do not, in the aggregate, amount to more than 5% of total fees paid to our independent registered public accounting firm), that our independent registered public accounting firm provides to us in accordance with our audit and non-audit services pre-approval policy. Pre-approval may be given as part of our Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service.

Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm | Pre-Approval Policies and Procedures

All of the services relating to the fees described in the table above were pre-approved by our Audit Committee in accordance with our audit and non-audit services pre-approval policy.

Report of the Audit Committee of the Board of Directors

Report of the Audit Committee of the Board of Directors

Our Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2024, with our management. Our Audit Committee has also reviewed and discussed with PwC, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Our Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountants’ communications with our Audit Committee concerning independence, and has discussed with PwC the accounting firm’s independence. Based on the foregoing, our Audit Committee has recommended to our Board that the audited financial statements be included in our 2024 Form 10-K, which was filed with the SEC on February 26, 2025.

Members of the Audit Committee

Graham V. Smith, Chair

Kathryn A. Bueker

Kevin J. O’Connor

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of Procore under the Securities Act of 1933, as amended (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.

Proposal 3 Advisory Vote on the Compensation of the Company’s Named Executive Officers

Proposal 3 Advisory Vote on the Compensation of the Company’s Named Executive Officers

Under Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules, commonly referred to as a “say-on-pay” vote.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies, and practices described in this Proxy Statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis (“CD&A”), the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are based on our philosophy of executive pay tied to performance, and are strongly aligned with our stockholders’ interests. Meanwhile, compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a highly competitive environment.

At the 2023 Annual Meeting, our stockholders indicated, by a non-binding, advisory vote, that they agreed with our Board’s recommendation that we solicit a non-binding, advisory say-on-pay vote every year. Our Board has adopted a policy that is consistent with that preference. A “say-on-frequency” vote is required at least every six years and, as such, our next say-on-frequency vote will take place no later than 2029.

Our Board is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this Proxy Statement by casting a non-binding, advisory vote “FOR” the following resolution:

“RESOLVED, that the stockholders of Procore Technologies, Inc. approve, on a non-binding, advisory basis, the compensation paid to its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion set forth below in the section titled Executive Compensation.”

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our stockholders in this matter and intend to consider the results of this vote in making determinations in the future regarding our executive compensation program and arrangements.

Executive Officers

Executive Officers

The following table sets forth information for our executive officers as of the Record Date.

Biographical information for Craig F. Courtemanche, Jr. is included above with the director biographies in the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 12 of this Proxy Statement.

Howard Fu

Mr. Fu has served as our Chief Financial Officer and Treasurer since May 2023. From February 2021 to May 2023, Mr. Fu served as our Senior Vice President, Finance. From October 2015 to February 2021, Mr. Fu served as Vice President of FP&A at DocuSign, Inc., an electronic signature technology company, where he managed the financial planning and analysis organization. Prior to Docusign, Mr. Fu held various positions at LinkedIn Corporation, a business and employment-focused social media company, from September 2014 to September 2015, Salesforce, Inc., a cloud-based software company, from February 2012 to September 2014, and Visa Inc., a financial services company, from March 2008 to February 2012. Mr. Fu holds a B.S. in Civil Engineering from the University of California, Berkeley, an M.B.A. in Finance from Yale University, and an M.S. in Management Science and Engineering from Stanford University.

Benjamin C. Singer

Mr. Singer has served as our Chief Legal Officer since April 2019 and as our Corporate Secretary since June 2019. From November 2014 to April 2019, Mr. Singer served as General Counsel and Corporate Secretary of Blue Apron Holdings, Inc., a food delivery service company. From April 2011 to November 2014, Mr. Singer served in various legal roles at Gilt Groupe, an e-commerce company, including most recently as Vice President, Associate General Counsel and Assistant Corporate Secretary. From May 2007 to April 2011, Mr. Singer was an associate attorney at Kirkland & Ellis LLP, a law firm. From September 2004 to May 2007, he was an associate attorney at Wilson Sonsini Goodrich & Rosati, P.C., a law firm. Mr. Singer holds B.A. degrees in Philosophy and Religious Studies from Indiana University and a J.D. from The University of Texas School of Law.

Lawrence J. Stack

Mr. Stack has served as our Chief Revenue Officer since February 2024. From April 2018 to February 2024, he served as Executive Vice President, Chief Revenue Officer, Global Sales and Services at Red Hat, Inc., an enterprise software company and subsidiary of International Business Machines (IBM). From April 2017 to April 2018, he served as Senior Vice President, Chief Revenue and Sales Officer at DXC Technology Company, an information technology services and consulting company. From February 2013 to April 2017, he served as Senior Vice President, Enterprise Services, Chief Sales Officer at the Hewlett Packard Enterprise Company, an information technology company. Prior to Hewlett Packard, Mr. Stack held executive sales roles at Accenture, Electronic Data Systems (which was acquired by Hewlett Packard in 2008), and Fujitsu General America, Inc. He also previously served as a Field Services Officer with the United Nations, on the National Security Council of the White House, and in the U.S. Air Force. Mr. Stack holds a B.S. in Behavioral Sciences from the University of Maryland.

Executive Officers

Steven S. Davis

Mr. Davis has served as our President, Product and Technology since August 2022. From December 2020 to August 2022, Mr. Davis served as Chief Technology Officer at Babylon Healthcare, PLLC, a global digital health services company. From December 2015 to December 2020, Mr. Davis held a number of leadership roles at Expedia Group, Inc., an online travel company, including Senior Vice President positions where he led the growth and scale of multiple organizations under the Expedia brand. Mr. Davis began his Expedia tenure when it acquired HomeAway, Inc., a vacation rental marketplace company, including HomeAway’s subsidiary VRBO.com, Inc. Mr. Davis served in a number of technology executive roles at HomeAway from January 2007 until December 2015, when HomeAway was acquired by Expedia. In addition, Mr. Davis has held a number of entrepreneurial and engineering executive and leadership roles building, managing, and scaling technology and product organizations across diverse sectors, spanning enterprise, software-as-a-service, and global online marketplaces, during his career.

SECTION 16 OFFICERS

Our executive officers are subject to the reporting requirements of Section 16(a) of the Exchange Act. As of the Record Date, William F. Fleming, Jr. is also subject to the reporting requirements of Section 16(a) of the Exchange Act as our principal accounting officer. The following table sets forth information for Mr. Fleming:

William F. Fleming, Jr.

Mr. Fleming has served as our Senior Vice President, Corporate Controller and principal accounting officer since April 2021. From June 2018 to April 2021, he served as our Vice President, Corporate Controller. Prior to joining Procore, from August 2007 to May 2018, Mr. Fleming worked at Ernst & Young Global Limited, an accounting firm, where he primarily worked with multinational technology companies. Mr. Fleming holds a B.B.A. and a Masters in Professional Accounting from The University of Texas, and is a certified public accountant.

Executive Compensation | Compensation Discussion and Analysis

Executive Compensation

Compensation Discussion and Analysis

Overview

This CD&A describes the objectives, philosophy, and elements of our executive compensation program for the fiscal year ended December 31, 2024. It also discusses how and why our Compensation Committee arrived at specific compensation decisions for the fiscal year ended December 31, 2024 for each individual who served as our PEO or PFO during any portion of 2024, and the three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2024 (collectively, our “named executive officers”):

Executive Summary

The key features of our executive compensation program include the following:

Executive Compensation | Compensation Discussion and Analysis

Advisory Vote on Executive Compensation

At the 2024 Annual Meeting, we conducted an annual stockholder advisory vote regarding our executive officer compensation program (commonly referred to as a “say-on-pay” vote), with approximately 94% of votes cast being in favor of the say-on-pay proposal. Given the significant level of stockholder support for the say-on-pay proposal, our Compensation Committee did not make any significant changes to our executive compensation program in response to the outcome of the vote. However, our Compensation Committee intends to monitor and continually evaluate our executive compensation program and to continue to consider the outcome of each year’s say-on-pay vote and our stockholders’ views when making future compensation decisions with respect to our named executive officers.

At the 2023 Annual Meeting, we held a stockholder advisory vote regarding the frequency with which we should conduct say-on-pay votes (commonly referred to as a “say-on-frequency” vote). An overwhelming majority of votes cast were in favor of conducting a say-on-pay vote annually. As such, we have included a say-on-pay proposal in this Proxy Statement and will continue to conduct a say-on-pay vote annually until we are required to conduct our next “say-on-frequency” vote in 2029.

Objectives, Philosophy and Elements of Executive Compensation

Our executive compensation program is designed to:

Executive Compensation | Compensation Discussion and Analysis

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

We focus on providing a competitive compensation package to our executive officers that provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value.

Executive Compensation | Compensation Discussion and Analysis

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

For the fiscal year ended December 31, 2024, the charts below illustrate our strong emphasis on at-risk, performance-based or variable compensation. Specifically, a significant portion of both our CEO’s and other named executive officers’ target total direct compensation was linked to performance and long-term equity awards.

How We Determine Executive Compensation

Role of our Compensation Committee, Management, and Board

Our Compensation Committee is appointed by the Board and has responsibilities related to the compensation of our employees (including our executive officers) and non-employee directors and the development and administration of the Company’s compensation programs and plans. For details on our Compensation Committee’s oversight of the executive compensation program, please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance—Committees of Our Board of Directors—Compensation Committee” beginning on page 19 of this Proxy Statement. Our Compensation Committee consists solely of independent members of the Board.

Our Compensation Committee reviews and sets all compensation paid to our executive officers, including our named executive officers. The CEO evaluates and provides our Compensation Committee performance assessments and compensation recommendations for our executive officers, including our named executive officers (but excluding himself). While the CEO discusses his recommendations for our other executive officers, including our named executive officers, with our Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. In addition, our Compensation

Executive Compensation | Compensation Discussion and Analysis

Committee considers input from its independent compensation consultant on compensation matters for our executive officers, including our named executive officers. Our Compensation Committee also discusses and considers input from the independent members of our Board of Directors on compensation matters for the 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, 2024, our Compensation Committee retained Compensia to provide it with competitive market information, analysis, guidance on the compensation of executive hires, and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our Compensation Committee to, among other things, assist in developing an appropriate group of peer companies to help us assess and determine the appropriate level of overall compensation for our executive officers and non-employee directors as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation-related services to us.

Our Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflicts of interest, taking into account the relevant factors in accordance with SEC guidelines 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.

Use of Competitive Market Compensation Data

Our Compensation Committee believes that it is important to be informed of competitive market data on executive compensation levels and practices as part of its compensation deliberations for our executive officers, including our named executive officers. In August 2023, our Compensation Committee, in consultation with Compensia, developed and approved an updated peer group that would be used for 2024 compensation decisions. As part of the peer selection process, our Compensation Committee primarily considered publicly traded cloud-based software and other software companies headquartered in the U.S. that had revenue over the preceding four quarters ended June 2023, between 0.4x and 2.5x our revenue for such period 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 meeting the foregoing profile that also had strong year-over-year revenue growth (generally 15% or higher) and a high market capitalization to revenue multiple (generally 5x or more).

Based on this review, our Compensation Committee removed Avalara and Coupa Software from the peer group because they had been acquired. Our Compensation Committee elected to add Bentley Systems and BlackLine to the peer group as they were an appropriate fit in relation to our Compensation Committee’s peer selection criteria. As a result of these changes, our peer group remained at 20 companies.

Executive Compensation | Compensation Discussion and Analysis

Based on the foregoing considerations, our Compensation Committee approved the following compensation peer group for use in making compensation decisions in 2024:

Using data compiled from the companies in the peer group as well as data from the Radford Global Technology survey, Compensia completed an analysis of our executive compensation to inform our Compensation Committee’s determinations regarding executive compensation for 2024. Compensia prepared, and our Compensation Committee reviewed, a range of competitive market data reference points (generally at the 25^th, 50^th, 60^th, and 75^th percentiles of the market data) with respect to base salary, performance-based cash bonuses, total target cash compensation (base salary and the annual target performance-based cash bonus opportunity), equity compensation, and total target direct compensation (total target cash compensation and equity compensation) with respect to each of our executive officers, including each of our named executive officers. Our Compensation Committee did not target pay to fall at any particular percentile of the competitive market data, but rather reviewed these market data reference points as a helpful reference point in making 2024 compensation decisions. An analysis of competitive market data is only one of the factors that our Compensation Committee considers in making compensation decisions. Our Compensation Committee considers other factors as described below under the section below titled “Factors Used in Determining Executive Compensation.”

Factors Used in Determining Executive Compensation

Our Compensation Committee sets the compensation of our executive officers, including our named executive officers, at levels it determines to be competitive and appropriate for each executive officer, using its professional experience and judgment. Pay decisions are not made using a formulaic approach. Instead, our Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors, which may vary from year to year. In making executive compensation decisions, our Compensation Committee generally takes into consideration the factors listed below:

Executive Compensation | Compensation Discussion and Analysis

2024 Executive Compensation Program

Base Salary

In the first quarter of 2024, our Compensation Committee reviewed the base salaries of our executive officers, including our named executive officers, taking into account certain of the factors listed under the section above titled “Factors Used in Determining Executive Compensation.”

Annual Performance-Based Cash Bonus

The Company maintains a performance-based cash bonus program for its executive officers, including its named executive officers. The executive bonus program is structured to reward the Company’s executive officers based on Company performance. Annual bonuses are paid in the following year if and to the extent performance objectives established by our Compensation Committee early in the applicable year are achieved. Our Compensation Committee believes that the payment of an annual bonus provides the incentive necessary to retain executive officers and reward them for short-term Company performance. For 2024, our Compensation Committee assigned each executive officer, including each named executive officer, a target performance-based cash bonus opportunity that was based on a percentage of each executive officer’s base salary. The target performance-based cash bonus opportunity for each of our named executive officers was determined based on market data, internal equity, and our desired pay mix for each named executive officer. Mr. Singer’s bonus target was adjusted from 65% to 75% based on the above criteria and his performance.

In March 2024, our Compensation Committee approved the executive bonus program for fiscal year 2024 (the “2024 Bonus Program”). The payouts under the 2024 Bonus Program were based 75% on the achievement of a net new bookings goal and 25% on the achievement of a 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 2024 Bonus Program to be paid out at target for each metric. In addition, the 2024 Bonus Program contained a threshold for each metric, below which no payout would be made with respect to such metric. The payout for the net new bookings goal ranged from 0% to 200%, and was subject to a payout threshold requiring attainment of at

Executive Compensation | Compensation Discussion and Analysis

least 85% of target (the “NNB Threshold”). 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 73.8% of target. For each metric, a 100% payout represented on-target performance. Based on our performance in fiscal year 2024, the NNB Threshold was not met. As a result, the final payout multiplier for the 2024 Bonus Program was 19%, reflecting our below-target performance in fiscal year 2024. To be eligible to earn a payment under the 2024 Bonus Program, a participant must have remained continually employed by the Company through the bonus payment date.

Equity Awards

We view equity awards as a critical element of our executive compensation program that encourage long-term performance, promote accountability, and ensure that the interests of our executive officers are aligned with the interests of our stockholders by linking a significant portion of their overall compensation directly to increases in stockholder value. Equity awards also help us retain our executive officers in a highly competitive market. In 2024, we granted equity compensation to our executive officers, including our named executive officers, in the form of RSU awards and, for our CEO, PSU awards, in each case, that may be settled for shares of our common stock.

The annual equity awards to our executive officers, including our named executive officers, are evaluated and approved by our Compensation Committee in the context of each executive officer’s total compensation and take into account the analysis of competitive market data prepared by Compensia, the individual officer’s responsibilities and performance, the Company’s equity burn rate, the potential dilutive effect of the equity awards on our stockholders, and certain of the factors listed under the section titled “Factors Used in Determining Executive Compensation” on page 40 of this Proxy Statement. Our Compensation Committee also takes into account the recommendations of the CEO on the compensation of other executive officers with respect to appropriate equity awards and any particular individual circumstances.

In March 2024, our Compensation Committee made the following annual grants of RSU and PSU awards to our CEO, and RSU awards to our other named executive officers:

Executive Compensation | Compensation Discussion and Analysis

The target value of the equity awards for each of the named executive officers listed above was determined based on the market data for each named executive officer’s role as well as each officer’s unvested equity and performance. With respect to the RSU awards, 1/16th of the shares underlying the RSU awards vest on each quarterly Company Vesting Date beginning with the first Company Vesting Date following the vesting commencement date of February 20, 2024, subject to such named executive officer’s continuous service through each such vesting date.

In 2024, our Compensation Committee introduced performance-based equity incentives as a component of our CEO’s annual equity award. The 2024 equity award to our CEO was composed of 75% RSUs and 25% PSUs. 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, each of which was set in early 2024. Our Compensation Committee sought to set rigorous and ambitious performance goals that had to be met in order for the PSUs to be eligible to vest at target for each metric. In addition, the PSUs tied to each metric contained a threshold, below which no PSUs would become eligible to vest with respect to such metric. The number of PSUs eligible to vest based on attainment of the revenue goal ranged from 0% to 200% of target, and was subject to a threshold requiring attainment of at least 98.5% of target (the “Revenue Threshold”). The number of PSUs eligible to vest based on attainment of the non-GAAP operating margin goal ranged from 0% to 150% of target, and was subject to a threshold requiring attainment of at least 73.8% of target. For each metric, a 100% payout represented on-target performance.

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 2025, our Compensation Committee certified attainment of the non-GAAP operating margin goal, and determined that the Revenue Threshold had not been attained. As a result, the final percentage of PSUs eligible to vest was 19%, reflecting our below-target performance in fiscal year 2024. One-third of the shares underlying the PSUs that became eligible to vest based on performance attainment during fiscal year 2024 vested on February 20, 2025. 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, 2025, subject to our CEO’s continuous service through each such vesting date. For information about the treatment of the PSUs in the event of death or permanent disability, please refer to the section titled “Potential Payments Upon Termination or Change in Control—Death and Disability Benefit” on page 56 of this Proxy Statement.

Executive Compensation | Compensation Discussion and Analysis

2025 CEO Equity Award

In 2025, our Compensation Committee continued to use performance-based equity incentives as a component of our CEO’s annual equity award. To further align our CEO’s compensation with Company performance, the Compensation Committee increased the percentage of the CEO’s equity award that was granted in PSUs from 25% to 50%, such that our CEO’s fiscal year 2025 equity award is composed of 50% RSUs and 50% PSUs. The overall design of the PSUs granted to our CEO in 2025 is substantially similar to that of the PSUs granted to our CEO in 2024. For information about the treatment of the PSUs in the event of death or permanent disability, please refer to the section titled “Potential Payments Upon Termination or Change in Control—Death and Disability Benefit” on page 56 of this Proxy Statement.

Other Features of Our Executive Compensation Program

Offer Letter for Chief Revenue Officer Lawrence J. Stack

Following an extensive candidate search and interview process, our Board appointed Mr. Stack as Chief Revenue Officer on February 15, 2024. Mr. Stack brings significant leadership experience to the role, including over 20 years of experience in global revenue leadership across high-growth technology companies. In developing the compensation recommendation for Mr. Stack, the Compensation Committee considered an analysis from Compensia that included market data for a chief revenue officer within the Company’s peer group and recent chief revenue officer hires at similarly-sized technology companies as well as the importance of Mr. Stack’s role to our business and his strong experience and track record. In order to incentivize Mr. Stack to take this position and align his interests with those of our stockholders, the Compensation Committee approved the following compensation package for Mr. Stack:

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” beginning on page 50 of this Proxy Statement.

Executive Compensation | Compensation Discussion and Analysis

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 53 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 51 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 executive officers, please refer to the section titled “Summary Compensation Table” on page 48 of this Proxy Statement.

Compensation Recovery (“Clawback”) Policy

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the CEO and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they received from us, and any profits realized from the sale of our common stock, during the 12-month period following the first public issuance of the financial document requiring restatement, in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

In addition, we adopted a clawback policy, effective December 1, 2023, to comply with listing standards adopted by the NYSE that implement SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). This clawback policy applies to incentive compensation based on one or more measures used in, or derived from measures used in, preparing our financial statements that is received by a covered individual (including our named executive officers) on or after October 2, 2023.

Stock Ownership Guidelines

In August 2024, we adopted stock ownership guidelines (our “Ownership Guidelines”) for our executive officers and non-employee directors effective January 1, 2025. Our Ownership Guidelines are intended to align the interests of our executive officers and non-employee directors with those of our stockholders by requiring them to acquire and maintain a meaningful equity stake in the Company.

Executive Compensation | Compensation Discussion and Analysis

Under our Ownership Guidelines, all executive officers and non-employee directors are required to hold shares of our common stock (including vested shares where settlement of the shares has been deferred and shares of common stock underlying vested but unexercised options) equivalent in value to a multiple of their base salaries or annual cash retainer (excluding cash retainers for service on committees of the Board, as a chairperson of the Board or of any committee of the Board, or as the lead independent director of the Board), respectively, as set forth below:

Executive officers and non-employee directors must satisfy the required level of stock ownership under our Ownership Guidelines by the later of (i) five years from the effective date of our Ownership Guidelines and (ii) five years from the date an individual becomes subject to our Ownership Guidelines. Unvested RSUs, unvested stock options, and performance-based equity awards for which milestones have not been obtained do not count towards satisfaction of our Ownership Guidelines.

Policy Prohibiting Hedging and Pledging

Our Board has adopted an insider trading policy that covers, among other things, the Company’s treatment of hedging, pledging, and similar transactions, as discussed in more detail below in the section titled “Information Regarding the Board of Directors and Corporate Governance—Prohibition on Hedging, Short Sales, and Pledging” on page 24 of this Proxy Statement.

Tax and Accounting Implications

Under Section 162(m) of the Internal Revenue Code (as amended, the “Code”) (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executive officers, including our named executive officers, in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Under ASC Topic 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

Report of the Compensation Committee of the Board of Directors

Report of the Compensation Committee of the Board of Directors

Our Compensation Committee has reviewed and discussed with management the CD&A contained in this Proxy Statement. Based on this review and discussion, our Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement and incorporated into our 2024 Form 10-K.

Members of the Compensation Committee

Nanci E. Caldwell, Chair

Erin M. Chapple

Elisa A. Steele

The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC, and is not deemed to be incorporated by reference in any filing of Procore under the Securities Act or the Exchange Act, other than our 2024 Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Executive Compensation | 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, 2024, 2023, and 2022.

Executive Compensation | 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, 2024.