Procore Technologies names independent director after Feinstein resigns

Procore Technologies, Inc. announced that director Brian Feinstein chose to resign from its Board of Directors effective December 9, 2025, and stated that his decision was not due to any disagreement with the company’s operations, policies, or practices.

Rhea-AI Filing Summary

Procore Technologies, Inc. announced that director Brian Feinstein chose to resign from its Board of Directors effective December 9, 2025, and stated that his decision was not due to any disagreement with the company’s operations, policies, or practices. To fill the vacancy, the Board appointed Ronald Hovsepian as a Class I independent director, with a term running until the 2028 annual meeting of stockholders, and also named him to the Compensation Committee and the Nominating and Corporate Governance Committee.

Under Procore’s Non-Employee Director Compensation Policy, Mr. Hovsepian will receive an annual cash retainer of $48,100 for Board service, plus $10,000 for serving on the Compensation Committee and $6,400 for serving on the Nominating Committee, paid quarterly in arrears and prorated as needed. He was also granted an initial restricted stock unit award with a target equity value of $530,000, vesting in three equal annual installments in 2026, 2027, and 2028, and will be eligible for additional annual RSU awards with a target equity value of $227,500 at each future annual meeting, each vesting at the following year’s meeting, all pursuant to the company’s 2021 Equity Incentive Plan.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Brian Feinstein resign from Procore Technologies (PCOR) board?

Brian Feinstein notified Procore Technologies that he would voluntarily resign from the Board of Directors effective December 9, 2025, and the company states that his decision was not the result of any disagreement with the company on its operations, policies, or practices.

Who was appointed to replace Brian Feinstein on Procore Technologies (PCOR) board?

Procore Technologies appointed Ronald Hovsepian to fill the Board vacancy created by Brian Feinstein’s resignation, effective immediately following the resignation, and he will serve as a Class I director until the company’s 2028 annual meeting of stockholders unless he departs earlier.

Is the new Procore Technologies (PCOR) director considered independent?

The Board determined that Ronald Hovsepian qualifies as an independent director under New York Stock Exchange listing standards and the director independence standards in Procore’s Corporate Governance Guidelines.

What committee roles will Ronald Hovsepian hold at Procore Technologies (PCOR)?

Based on recommendations from the Nominating and Corporate Governance Committee, the Board appointed Ronald Hovsepian to the Compensation Committee and the Nominating and Corporate Governance Committee, with each committee appointment effective upon his appointment to the Board.

How is Ronald Hovsepian compensated as a Procore Technologies (PCOR) director?

Under the company’s Non-Employee Director Compensation Policy, Ronald Hovsepian will receive an annual cash retainer of $48,100 for Board service, plus $10,000 for the Compensation Committee and $6,400 for the Nominating Committee, paid quarterly in arrears and prorated for partial service periods.

What equity awards will Ronald Hovsepian receive from Procore Technologies (PCOR)?

On December 9, 2025, Ronald Hovsepian received an initial RSU award with a target equity value of $530,000, vesting in three equal annual installments on November 20 of 2026, 2027, and 2028, subject to continued service. He will also be eligible at each annual stockholder meeting for an RSU award with a target equity value of $227,500, vesting in full at the following year’s annual meeting, subject to continued service.

Does Procore Technologies (PCOR) have any special arrangements with Ronald Hovsepian?

Procore states there are no arrangements or understandings with any person under which Ronald Hovsepian was selected as a director, no family relationships with any director or executive officer, and no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K; the company has entered into its standard indemnification agreement with him.

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Accepted by SEC EDGAR 12/11/2025 - 05:16 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

Procore Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40396		73-1636261
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6309 Carpinteria Avenue, Carpinteria, CA		93013
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 477-6267

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value		PCOR		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				Procore Technologies, Inc.
Date: December 11, 2025				By :		/s/ Benjamin C. Singer
						Benjamin C. Singer
						Chief Legal Officer and Corporate Secretary