Ajei S. Gopal
PROCORE TECHNOLOGIESAbout Ajei S. Gopal
Ajei S. Gopal, 63, became Chief Executive Officer of Procore on November 10, 2025, after being appointed CEO Designate and a Class I director effective September 22, 2025; he serves on the Board but does not serve on any Board committees and receives no additional Board compensation while employed as CEO . He holds a B.Tech. in Mechanical Engineering from IIT Bombay and a Ph.D. in Computer Science from Cornell University; prior to Procore he was President & CEO of Ansys (2017–2025) where revenue more than tripled and market value nearly quadrupled, culminating in Ansys’ $35B sale to Synopsys . Early performance context at Procore: FY 2024 revenue was $1,152 million (+21% YoY), non-GAAP operating margin 10%; Q3 2025 revenue was $339 million (+15% YoY) with 17% non-GAAP operating margin .
| Metric | FY 2024 | Q3 2025 |
|---|---|---|
| Revenue ($USD Millions) | $1,152 | $339 |
| GAAP Gross Margin | 82% | 80% |
| Non-GAAP Gross Margin | 86% | 84% |
| GAAP Operating Margin | (12%) | (4%) |
| Non-GAAP Operating Margin | 10% | 17% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ansys, Inc. | President & CEO; President & COO | 2016–2025 | Drove scale; revenue >3x, market value ~4x; led $35B sale to Synopsys |
| Silver Lake | Operating Partner | 2013–2016 | Operational value creation in tech portfolio; secondment to Symantec |
| Symantec | Interim President & COO; EVP & CTO | 2004–2006; 2016 | Led ops and technology transformation |
| Hewlett Packard Enterprise | SVP & GM, HP Software | 2011–2013 | Ran large software business unit |
| CA Technologies | EVP & GM | 2006–2011 | Managed enterprise software divisions |
| ReefEdge Networks | Co‑founder & CEO | 2000–2004 | Built WLAN systems startup |
| IBM | Research and Software Group roles | 1991–2000 | Senior technology leadership |
| Bell Communications Research | Early career | 1984–1991 | R&D foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | 2025–present | Permitted under PCOR offer letter |
| Fiserv, Inc. | Director | 2024–present | Permitted under PCOR offer letter |
| Carnegie Mellon University | Trustee | 2022–present | Academic board service |
| Ansys, Inc. | Director (prior) | 2011–2025 | Ended upon Synopsys acquisition |
| Citrix Systems, Inc. | Director (prior) | 2017–2021 | Public company board experience |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $750,000 per year starting Sept 22, 2025 |
| Target Annual Bonus | 150% of base (eligible starting FY2026); up to 200% of target subject to Company performance; performance criteria set by Board after good-faith consultation with CEO |
| Sign‑On Bonus | $320,000 (paid in first paycheck) |
| Legal Fee Reimbursement | Up to $125,000 for negotiation of employment documentation |
| Board Fees | None while serving as CEO; no committee service |
Performance Compensation
| Instrument | Metric | Weighting/Structure | Target/Threshold | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Performance‑Based RSUs (PSUs) – Tranche 1 | Relative TSR vs S&P Completion Index (CI) Information Technology | Up to 50% of PSUs eligible based on 3‑year relative TSR from Initial Start Date | Percentile‑rank based; specific curves not disclosed | N/A (performance period in progress) | Vests on first Company Vesting Date after certification; service required |
| Performance‑Based RSUs (PSUs) – Tranche 2 | Relative TSR vs same Index | Up to 200% of PSUs, less Tranche 1 earned, based on 4‑year relative TSR | Percentile‑rank based; specific curves not disclosed | N/A | Vests on first Company Vesting Date after certification; service required |
| Time‑Based RSUs | Service | 50% of $55M award value | N/A | N/A | 25% on Aug 20, 2026; remainder in equal quarterly installments on Company Vesting Dates (Feb/May/Aug/Nov) thereafter, subject to service |
Context on Company annual bonus program (for FY2024 NEOs): metrics were 75% net new bookings and 25% non‑GAAP operating margin with thresholds; final payout was 19% due to missing NNB threshold .
Equity Ownership & Alignment
- Initial equity grant: $55 million at appointment, split $27.5M RSUs and $27.5M PSUs, using a 30‑day VWAP to determine units; earliest RSU vest date Aug 20, 2026; PSU tranches certify after 3 and 4 years, then vest on next Company Vesting Date, subject to service .
- Stock ownership guidelines (effective Jan 1, 2025): CEO 5x base salary; other execs 2x; directors 5x annual retainer; 5‑year compliance window; unvested RSUs/options don’t count .
- Hedging/pledging policy: Hedging and short sales prohibited; pledging generally prohibited, except only the CEO may pledge up to 15% of holdings with pre‑clearance and ability to repay without resort to pledged shares; exchange fund contributions may be permitted with approval .
- Clawback policy: Dodd‑Frank/NYSE‑compliant policy adopted Dec 1, 2023 covers incentive‑based compensation; SOX 304 reimbursement can apply to CEO/CFO in case of misconduct and restatement .
Employment Terms
| Term | Details |
|---|---|
| Start/Role | CEO Designate and director effective Sept 22, 2025; CEO effective Nov 10, 2025 |
| At‑Will; Arbitration | Employment at‑will; binding arbitration (JAMS, Austin, TX) for employment disputes |
| Severance (Non‑CIC Qualifying Termination) | Lump sum = 18 months base + 18 months target bonus; 18 months COBRA; 18 months additional time‑based vesting; performance awards follow plan terms |
| Severance (CIC Qualifying Termination) | Lump sum = 24 months base + 24 months target bonus; 24 months COBRA; full acceleration of time‑based vesting; performance awards per award terms |
| PSU Treatment on CIC | TSR‑PSUs deemed earned using deal price and truncated peer measurement; if assumed/substituted, vest on Sep 21, 2028 (Tranche 1) or Sep 21, 2029 (Tranche 2); if not assumed or double‑trigger termination, fully vests |
| Golden Parachute (280G) | Best‑net cutback to avoid Excise Tax if applicable |
| Non‑Compete/Non‑Solicit | 24‑month non‑compete and non‑solicit post‑employment, with defined exceptions; broad confidentiality/IP assignment obligations |
| Indemnification & D&O | Standard director/officer indemnification; Company to maintain D&O coverage and tail per agreement |
Board Governance
- Board service: Appointed as Class I director effective Sept 22, 2025; does not serve on Board committees; as CEO, not independent; committees are composed solely of independent directors .
- Board leadership: Chair remains Founder Craig F. Courtemanche, Jr.; robust Lead Independent Director role (Graham V. Smith) to counterbalance management; independent directors hold regular executive sessions .
- Non‑employee director compensation policy (for reference): $450k initial RSU; $200k annual RSU; cash retainers for Board/committee roles; compensation cap $750k ($1M in first year for new directors); equity vests accelerate at change in control; deferral available . Gopal receives no director comp while CEO .
- Say‑on‑pay support: ~94% approval at 2024 annual meeting for FY2023 NEO compensation; annual say‑on‑pay cadence .
Investment Implications
- Alignment and upside leverage: Very large, multi‑year PSU program tied to relative TSR with rigorous 3‑ and 4‑year windows, plus meaningful RSU stake, should align CEO outcomes with shareholder value creation and discourage short‑termism .
- Retention risk appears low near‑term: RSUs begin vesting Aug 2026; PSUs begin to certify only after 3 years; severance provides 18–24 months cash and health benefits with time‑based vesting acceleration, plus CIC protections—reducing flight risk through early tenure .
- Governance watch‑items: Pledging policy uniquely allows the CEO to pledge up to 15% of holdings with pre‑clearance; while capped and documented, it introduces potential forced‑sale risk in stress scenarios; monitor any pledges disclosed in future filings . CEO also holds two external public boards (Synopsys, Fiserv) under offer‑letter carve‑out; acceptable under policy but represents time‑commitment to monitor .
- Pay practices quality: No single‑trigger CIC; no tax gross‑ups; Dodd‑Frank clawback in place; independent comp committee using a defined peer set—all supportive of pay‑for‑performance .
- Early operating backdrop: Procore exited FY2024 with 21% revenue growth and 10% non‑GAAP operating margin; Q3 2025 delivered 15% revenue growth and 17% non‑GAAP operating margin, providing a solid base for the new CEO’s tenure .
Board service independence and dual‑role implications: With Courtemanche as Chair and Gopal as CEO (no committees), classic CEO/Chair dual‑role concerns are mitigated; Lead Independent Director authority and all‑independent committees further support oversight .
Shareholder signaling: Strong 2024 say‑on‑pay outcome (~94%) suggests investors support PCOR’s compensation framework; continuing PSU mix at the top reinforces that stance under new leadership .