Benjamin C. Singer
PROCORE TECHNOLOGIESAbout Benjamin C. Singer
Benjamin C. Singer, age 48, is Procore’s Chief Legal Officer (since April 2019) and Corporate Secretary (since June 2019). He holds B.A. degrees in Philosophy and Religious Studies from Indiana University and a J.D. from The University of Texas School of Law, with prior legal and corporate governance roles at Blue Apron, Gilt Groupe, Kirkland & Ellis, and Wilson Sonsini . Company performance context: FY2024 revenue reached $1,151.7 million (+21% YoY) with non-GAAP operating margin of 10% , while the pay-versus-performance table shows a 2024 company TSR value of $85.15 per $100 initial investment versus peer group $186.84 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Apron Holdings, Inc. | General Counsel & Corporate Secretary | Nov 2014–Apr 2019 | Led public company legal, compliance, and governance through operating volatility . |
| Gilt Groupe | VP, Associate General Counsel & Assistant Corporate Secretary | Apr 2011–Nov 2014 | Built e-commerce legal operations, supported corporate transactions . |
| Kirkland & Ellis LLP | Associate | May 2007–Apr 2011 | Corporate/securities law training at top-tier firm . |
| Wilson Sonsini Goodrich & Rosati | Associate | Sep 2004–May 2007 | Silicon Valley corporate/securities experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 395,000 | 415,000 |
| Target Bonus (%) | 65% | 75% |
Multi-year compensation summary:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 378,750 | 392,500 | 411,862 |
| Stock Awards ($) | 2,811,846 | 3,246,948 | 2,831,250 |
| Non-Equity Incentive Plan ($) | 240,366 | 253,658 | 56,474 |
| All Other Compensation ($) | 14,143 | 12,904 | 5,294 |
| Total ($) | 3,445,105 | 3,906,010 | 3,304,880 |
Performance Compensation
Annual bonus program design (FY2024):
| Metric | Weighting | Threshold | Payout Scale | Outcome |
|---|---|---|---|---|
| Net New Bookings | 75% | 85% of target | 0–200% | Threshold not met (0%) |
| Non-GAAP Operating Margin | 25% | 73.8% of target | 0–150% | Contributed to 19% total payout |
| Total Payout Multiplier | — | — | — | 19% of target |
Singer’s 2024 targets and payout:
| Item | Value |
|---|---|
| Annual Bonus Target ($) | 297,625 |
| Actual Bonus Paid ($) | 56,474 |
Equity awards (granted March 29, 2024):
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/29/2024 | 34,456 | 2,831,250 | 1/16th quarterly on Company Vesting Dates (Feb 20, May 20, Aug 20, Nov 20) beginning 5/20/2024 |
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Item | Amount |
|---|---|
| Shares held of record | 7,081 |
| Shares issuable within 60 days (options/RSUs) | 131,014 |
| Total beneficial ownership | 138,095 |
| Ownership % of common stock | <1% |
Outstanding equity awards detail (as of Dec 31, 2024):
| Grant | Type | Quantity | Terms |
|---|---|---|---|
| 6/4/2019 | Stock Options | 120,000 exercisable at $22.63; exp. 6/4/2029 | 1/4 vested 4/21/2020; 1/48 monthly thereafter . |
| 3/16/2021 | RSUs | 2,383 | 1/16th quarterly from 5/20/2021 . |
| 3/29/2022 | RSUs | 14,934 | 1/16th quarterly from 5/20/2022 . |
| 3/30/2023 | RSUs | 30,645 | 1/16th quarterly from 5/20/2023 . |
| 3/29/2024 | RSUs | 27,996 | 1/16th quarterly from 5/20/2024 . |
Ownership policies:
- Hedging, short sales prohibited; pledging generally prohibited—only CEO may pledge up to 15% with pre-clearance; others (including Singer) not eligible to pledge .
- Stock ownership guidelines effective 1/1/2025: 2x base salary for executive officers; five years to reach compliance; unvested RSUs/options do not count .
Employment Terms
| Term | Details |
|---|---|
| Employment | At-will; confirmatory offer letter; current base salary referenced at $415,000 . |
| Severance (no CIC) | Lump sum equal to 12 months base salary; 12 months COBRA; for Singer: $415,000 base, $24,306 COBRA, total $439,306 (as of 12/31/2024 assumption) . |
| Severance (double-trigger CIC) | If terminated without cause or resigns for good reason within 3 months before/12 months after CIC: 18 months base salary; pro rata target bonus; full vesting of time-based equity; 18 months COBRA; for Singer: $622,500 base, $56,474 bonus, $5,691,533 accelerated equity, $36,458 COBRA; total $6,406,965 (as of 12/31/2024 assumption) . |
| Single-trigger CIC | Not provided (“We do not provide single trigger change in control payments”) . |
| Clawbacks | SOX 304 reimbursement; Dodd-Frank/NYSE clawback adopted effective 12/1/2023 for incentive comp tied to financials . |
| Bonus Plan | Corporate bonus plan since 2020; executive bonuses based on annual corporate objectives . |
| Perquisites/Pension | Generally no fringe benefits; no defined benefit pension or SERP; 401(k) match up to $5,000 in 2024 . |
Investment Implications
- Alignment: Singer’s pay is equity-heavy with quarterly RSU vesting and at-risk bonuses tied to net new bookings (75%) and non-GAAP operating margin (25%), reinforcing focus on growth and profitability; his 2024 bonus paid at 19% following a bookings miss .
- Retention risk: Double-trigger CIC protection with accelerated vesting and 18 months base salary/COBRA reduces transition risk; outside CIC, Singer also qualifies for good-reason protection, indicating stability in the legal function .
- Ownership/pledging: Beneficial ownership <1% of shares outstanding and strict hedging/pledging rules (no pledging for Singer) suggest low leverage-related sell pressure; stock ownership guidelines (2x salary, five-year horizon) should increase long-term alignment over time .
- Governance signal: Strong say-on-pay support (~94% approval in 2024) and use of independent compensation consultant/peer group benchmarking point to disciplined compensation oversight at Procore, indirectly supportive of executive team stability and investor confidence .