Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the recommendation of the nominating and corporate governance committee, or
the Nominating Committee, of the board of directors, or the Board, of Procore
Technologies, Inc., a Delaware corporation, or the Company, on December 21,
2021, the Board appointed Erin Chapple to fill a vacancy on the Board, effective
immediately. Ms. Chapple will serve as a Class I director until the Company's
2022 annual meeting of stockholders, until such time as her successor has been
duly elected and qualified, or until her earlier death, resignation or removal.
Based upon the further recommendation of the Nominating Committee, the Board
also appointed Ms. Chapple to serve as a member of the compensation committee of
the Board, or the Compensation Committee, with such appointment effective as of
January 1, 2022. Ms. Chapple was not selected by the Board to serve as a
director pursuant to any arrangement or understanding with any person.
The Board has determined that Ms. Chapple 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. Additionally, there are no transactions involving the Company and
Ms. Chapple that the Company would be required to report pursuant to Item 404(a)
of Regulation S-K.
Pursuant to, and subject to the terms of, the Company's Non-Employee Director
Compensation Policy, as amended, which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ending December 31,
2021, Ms. Chapple will receive an annual cash retainer of $35,000 for service on
the Board. Following the effectiveness of her appointment to the Compensation
Committee, Ms. Chapple will receive an additional annual cash retainer of $7,500
per year for service on the Compensation Committee. Ms. Chapple was granted an
initial Restricted Stock Unit award having a target equity value of $450,000, or
the Initial RSU Award. The Initial RSU Award will vest in a series of three
equal annual installments measured based on the date of grant, subject to
continued service through each vesting date. In addition, annually, at the close
of business on the date of each annual meeting of the Company's stockholders,
each, an Annual Meeting, Ms. Chapple will receive a Restricted Stock Unit award
having a target equity value of $200,000, each, an Annual RSU Award, subject to
her continued service through each such date. 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 her service on the
Board ends at such meeting), subject to her continued service through the
applicable vesting date. The Initial RSU Award and any Annual RSU Awards are
subject to the terms and conditions of the Company's 2021 Equity Incentive Plan
and its related agreements.
In connection with her appointment to the Board, the Company will enter into its
standard indemnification agreement with Ms. Chapple, 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 U.S. Securities and Exchange Commission on
May 6, 2021 (File No. 333-236789).
Item 8.01 Other Events.
On December 22, 2021, the Company issued a press release announcing the
appointment of Ms. Chapple as a member of the Board. The press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Procore Technologies, Inc. Press Release, dated as of December 22,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PROCORE TECHNOLOGIES, INC. 
