Business Context and Reporting Period
This Form 8-K Current Report was filed by Procore Technologies, Inc. on December 11, 2025, covering events occurring on December 8 and December 9, 2025. The filing addresses changes to the composition of the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Resignation: Brian Feinstein voluntarily resigned as a member of the Board of Directors, effective December 9, 2025. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment: Ronald Hovsepian was appointed to fill the vacancy created by Mr. Feinstein's resignation, effective immediately. He serves as a Class I director until the 2028 annual meeting.
- Committee Assignments: Mr. Hovsepian was appointed to the Compensation Committee and the Nominating Committee. The Board determined he qualifies as an independent director.
Compensation, Outlook, and Risks
Compensation Arrangements:
- Cash Retainers: Mr. Hovsepian receives an annual cash retainer of $48,100 for Board service, $10,000 for the Compensation Committee, and $6,400 for the Nominating Committee. Payments are made in quarterly installments in arrears, prorated for partial months.
- Initial Equity Award: An initial Restricted Stock Unit (RSU) award with a target equity value of $530,000 was granted on December 9, 2025. It vests in three equal annual installments on November 20 of 2026, 2027, and 2028, subject to continued service.
- Annual Equity Awards: Future annual RSU awards with a target equity value of $227,500 will be granted at the close of business on the date of each annual meeting, vesting in full on the date of the following year's annual meeting.
Risks and Contingencies: The filing states there are no arrangements or understandings regarding Mr. Hovsepian's selection, no family relationships with other directors or officers, and no material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K. An indemnification agreement was executed in connection with his appointment.
Investor Verification Checklist
- Verify the independence status of Ronald Hovsepian under NYSE listing standards.
- Confirm the vesting schedule and conditions for the $530,000 initial RSU award.
- Review the Company's Non-Employee Director Compensation Policy (to be filed in the 2025 Form 10-K) for full terms of cash and equity compensation.
- Check for any subsequent filings regarding the election of directors at the 2028 annual meeting.