Business Context and Reporting Period
This Form 8-K, filed on November 8, 2025, by Procore Technologies, Inc. (PCOR), reports on the formal completion of a planned CEO transition. The filing details the resignation of Founder and CEO Craig Courtemanche, Jr., and the appointment of Dr. Ajei S. Gopal as the new Chief Executive Officer, effective November 10, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, or debt levels. It focuses exclusively on executive compensation and governance changes. The following compensation figures are disclosed:
- One-time Cash Bonus: $500,000 to Mr. Courtemanche, payable in January 2026.
- Performance-Based Equity: Restricted Stock Units (PSUs) with a target value of $3.0 million granted to Mr. Courtemanche.
- Benefits: Full premium coverage for Mr. Courtemanche and dependents for 12 months post-transition.
Material Changes
The primary material change is the leadership transition at the executive level:
- CEO Resignation: Craig Courtemanche, Jr. voluntarily resigned as President and CEO on November 10, 2025, as part of a pre-announced transition plan.
- New CEO Appointment: Dr. Ajei S. Gopal assumed the role of CEO on November 10, 2025, following his designation as CEO Designate in September 2025.
- Board Role: Mr. Courtemanche remains a member and Chair of the Board of Directors.
Guidance, Outlook, and Management Commentary
The filing does not provide financial guidance or operational outlook. Management commentary focuses on the rationale for the transition and the compensation package:
- Transition Rationale: The Board emphasized Mr. Courtemanche's dedication to identifying and recruiting a successor while continuing to lead the company.
- Compensation Justification: The $3.0 million PSU award is designed to incentivize Mr. Courtemanche to support Dr. Gopal and serve as an ongoing resource through November 10, 2026.
- Disagreement Status: The resignation was not the result of any disagreement with the Board regarding operations, policies, or practices.
Investor Verification Checklist
- Verify the vesting conditions for the $3.0 million PSU award, which depend on Mr. Courtemanche's continued support of the new CEO and his continuous service on the Board through November 20, 2026.
- Confirm the payment date of the $500,000 one-time cash bonus (scheduled for January 2026).
- Review the impact of the leadership change on the company's strategic direction in upcoming earnings reports.
- Check the Non-Employee Director Compensation Policy to understand Mr. Courtemanche's future compensation as a Board Chair.