Not independent
Tenure on this board
5.0 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of PricewaterhouseCoopers LLP as independent auditors; Advisory (non-binding) approval of named executive officers’ compensation.
Election of Craig F. Courtemanche, Jr., Kathryn A. Bueker, and Nanci E. Caldwell as Class II directors to hold office until the 2029 annual meeting.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee, which oversees auditor selection, has appointed PwC to audit Procore’s 2026 financials and seeks shareholder ratification as a governance practice although not required. Shareholders are asked to ratify continued engagement of PwC, which has audited the company since 2015; if not ratified the Audit Committee will reconsider auditor selection. The proposal is routine and intended to provide the Audit Committee and Board additional endorsement and accountability for the external auditor selection; the Board recommends a "FOR" vote because of PwC’s institutional knowledge, experience auditing the Company, and the Audit Committee’s oversight and review of independence and fees. If ratified, the Audit Committee retains discretion to change auditors if needed for independence or performance reasons.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the company’s named executive officer compensation as disclosed in the CD&A and compensation tables. Management argues its program emphasizes performance-based pay, a mix of annual bonuses and long-term RSUs and PSUs tied to revenue, non-GAAP operating margin, and relative TSR, and that the Compensation Committee uses independent advisors and market peer data to set competitive packages; recent CEO transition and new-hire package for Dr. Gopal included large RSU/PSU awards with rigorous rTSR and back-loaded vesting designed to align pay with long-term value. The Board recommends "FOR" and will consider results in future decisions; while advisory, a negative outcome could prompt reconsideration of program features. The proposal raises governance considerations about size and structure of new-hire awards, performance metric selection, and alignment with shareholder interests; management highlights stockholder engagement and prior 83% support in 2025 as evidence of alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 6.46% | 9,751,571 | $709M |
| 2 | MORGAN STANLEY | 5.60% | 8,444,817 | $481M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.51% | 6,804,776 | $388M |
| 4 | ICONIQ Capital, LLC | 4.29% | 6,477,065 | $369M |
| 5 | ICONIQ Capital, LLC | 3.93% | 5,924,966 | $338M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.63% | 5,470,898 | $312M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.57% | 5,384,821 | $307M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 3.46% | 5,225,727 | $296M |
| 9 | Capital World Investors | 2.99% | 4,515,386 | $257M |
| 10 | UBS Group AG | 2.67% | 4,026,678 | $230M |
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