AI leader Vishal Misra joins Procore (NYSE: PCOR) Board and Audit Committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Procore Technologies, Inc. expanded its Board of Directors from 10 to 11 members and appointed Dr. Vishal Misra as a Class III director effective April 20, 2026. He will serve until the 2027 annual meeting, and was also named to the Audit Committee.
Dr. Misra is considered an independent director under New York Stock Exchange standards and the company’s Corporate Governance Guidelines. Under Procore’s Non-Employee Director Compensation Policy, he will receive annual cash retainers for Board and Audit Committee service and an initial restricted stock unit award with a target value of $530,000, vesting in three annual installments.
Future annual RSU awards tied to each annual stockholder meeting will vest at the following year’s meeting, subject to continued service. Procore also entered into its standard indemnification agreement with Dr. Misra and issued a press release on April 22, 2026 announcing his appointment.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
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.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 11 directors
Board cash retainer: $48,100 per year
Audit Committee retainer: $13,500 per year
+3 more
6 metrics
Board size
11 directors
Increased from 10 to 11 effective April 20, 2026
Board cash retainer
$48,100 per year
Annual cash retainer for Dr. Misra’s Board service
Audit Committee retainer
$13,500 per year
Additional annual cash retainer for Audit Committee service
Initial RSU target value
$530,000
Initial restricted stock unit award granted on April 20, 2026
Initial RSU vesting dates
February 20, 2027, 2028, 2029
Three equal annual installments subject to continued service
Exchange listing
NYSE: PCOR
Procore common stock listed on New York Stock Exchange
Key Terms
Class III director, Audit Committee, independent director, restricted stock unit, +2 more
6 terms
Class III director financial
"Dr. Misra will serve as a Class III director until the Company’s 2027 annual meeting"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Audit Committee financial
"Dr. Misra was also appointed to serve as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
independent director financial
"The Board has determined that Dr. Misra qualifies as an independent director under the listing standards"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock unit financial
"Dr. Misra was granted an initial restricted stock unit (“RSU”) award having a target equity value of $530,000"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On April 22, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
indemnification agreement financial
"the Company has entered into its standard indemnification agreement with Dr. Misra"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
What change did Procore Technologies (PCOR) announce in its Board structure?
Procore Technologies expanded its Board of Directors from 10 to 11 members and appointed Dr. Vishal Misra as the new eleventh director. He will serve as a Class III director until the 2027 annual meeting, or until a successor is elected or he departs earlier.
Who is Dr. Vishal Misra and what role will he have at Procore (PCOR)?
Dr. Vishal Misra is a computer science professor and technology founder who joined Procore’s Board as a Class III director. He will also serve on the Audit Committee and has been determined to be an independent director under New York Stock Exchange and company governance standards.
How will Procore compensate Dr. Vishal Misra for his Board service?
Under Procore’s Non-Employee Director Compensation Policy, Dr. Misra will receive an annual cash retainer of $48,100 for Board service and $13,500 for Audit Committee service. These cash retainers are paid quarterly in arrears and prorated for partial months of service on the Board.
What equity awards will Dr. Vishal Misra receive from Procore (PCOR)?
Dr. Misra received an initial restricted stock unit (RSU) award with a target equity value of $530,000, effective April 20, 2026. It vests in three equal installments on February 20 of 2027, 2028, and 2029, subject to continued service, with additional annual RSU awards granted after each annual meeting.
Is Dr. Vishal Misra independent under stock exchange rules for Procore (PCOR)?
Yes. Procore’s Board determined that Dr. Misra qualifies as an independent director under the New York Stock Exchange listing standards. He also meets the independence requirements set out in Procore’s Corporate Governance Guidelines, with no disclosable related-party transactions or family relationships with existing directors or executives.