Procore Technologies (PCOR) Proxy filing summary

Executive summary

• Achieved $1.323 billion in revenue for 2025, a 15% year-over-year increase, with a 14% non-GAAP operating margin and $217 million in free cash flow, up 70% year-over-year.

• Expanded product offerings, including new Scheduling, Procore Connect, and enhanced BIM capabilities through acquisitions of Novorender, FlyPaper, and Datagrid.

• Achieved FedRAMP Moderate Authorization for Procore for Government, enabling secure public sector project management.

• Integrated AI across the platform to drive efficiency and address industry labor shortages.

• Engaged with stockholders representing 68% of unaffiliated shares, incorporating feedback into governance and compensation practices.

Voting matters and shareholder proposals

• Election of three Class II directors (Craig F. Courtemanche, Jr., Kathryn A. Bueker, Nanci E. Caldwell) for terms expiring at the 2029 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, 82% independent, with 36% female and 27% ethnically diverse.

• Separate Chair and CEO roles; Graham V. Smith serves as Lead Independent Director.

• All committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Annual board and committee evaluations, robust stock ownership guidelines, and no dual-class voting structure.

• Limits on outside directorships and proactive stockholder engagement.