Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2025, Brian Feinstein notified Procore Technologies, Inc. (the “Company”) of his decision to voluntarily resign as a member of the Board of Directors (the “Board”) of the Company, effective as of December 9, 2025. Mr. Feinstein’s decision to resign was not the result of any disagreement with the Company, including on any matter relating to its operations, policies, or practices.
Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, on December 9, 2025, the Board appointed Ronald Hovsepian to fill the vacancy on the Board created by Mr. Feinstein’s resignation, effective immediately following Mr. Feinstein’s resignation. Mr. Hovsepian will serve as a Class I director until the Company’s 2028 annual meeting of stockholders, until such time as his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. Based upon the further recommendation of the Nominating Committee, the Board also appointed Mr. Hovsepian to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”) and as a member of the Nominating Committee, with each such appointment effective as of the effectiveness of Mr. Hovsepian’s appointment to the Board.
The Board has determined that Mr. Hovsepian qualifies as an independent director under the listing standards of the New York Stock Exchange and the director independence standards set forth in the Company’s Corporate Governance Guidelines. There are no arrangements or understandings between Mr. Hovsepian and the Company or any other person pursuant to which Mr. Hovsepian was selected to serve on, or appointed as a member of, the Board. There are no family relationships between Mr. Hovsepian and any director or executive officer of the Company. Mr. Hovsepian has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”).
Pursuant to, and subject to the terms of, the Company’s Non-Employee Director Compensation Policy, as amended (the “Policy”), which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025, Mr. Hovsepian will receive an annual cash retainer of $48,100 for service on the Board, an additional annual cash retainer of $10,000 for service on the Compensation Committee, and an additional annual cash retainer of $6,400 for service on the Nominating Committee. All such annual cash retainers are payable in equal quarterly installments in arrears and prorated for any partial months of service. On December 9, 2025, Mr. Hovsepian was granted an initial restricted stock unit (“RSU”) award having a target equity value of $530,000 (the “Initial RSU Award”). The Initial RSU Award will vest in three equal annual installments–on November 20 of 2026, 2027, and 2028, respectively–subject to continued service through each vesting date. In addition, at the close of business on the date of each annual meeting of the Company’s stockholders (each, an “Annual Meeting”), subject to the requirements in the Policy, Mr. Hovsepian will receive an RSU award having a target equity value of $227,500 (each, an “Annual RSU Award”). Each Annual RSU Award will vest in full on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if his service on the Board ends at such meeting), subject to his continued service through the applicable vesting date. The Initial RSU Award is, and any Annual RSU Awards will be, subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan, as amended, and its related agreements.
In connection with his appointment to the Board, the Company has entered into its standard indemnification agreement with Mr. Hovsepian, the form of which is incorporated by reference as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 6, 2021 (File No. 333-236789).
