Brian Feinstein
PROCORE TECHNOLOGIESAbout Brian Feinstein
Brian Feinstein, age 39, has served on Procore’s Board since June 2014 and is a current Class I director nominee for re‑election to a term ending at the 2028 Annual Meeting. He is independent under NYSE rules and serves on the Nominating and Corporate Governance Committee. Feinstein is a Partner at Bessemer Venture Partners (employed since 2008; Partner since 2013) and holds an A.B. in Government from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Partner | Partner since 2013; employed since 2008 | Venture capital leadership; director experience with privately-held software and technology companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bessemer Venture Partners | Partner | 2013–present (with BVP since 2008) | Global venture capital/private equity firm |
| Other public company boards | None disclosed | N/A | Not listed in PCOR’s proxy biography |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (chair is Elisa A. Steele) .
- Independence: Board determined Feinstein is independent under NYSE and SEC rules after reviewing relationships and related party transactions .
- Attendance: In FY2024, the Board met 5x; Nominating & Corporate Governance met 5x; each director attended at least 75% of aggregate Board/committee meetings during their service periods .
- Election status: Class I nominee (Erin M. Chapple, Brian Feinstein, Kevin J. O’Connor) for election at 2025 Annual Meeting to serve until 2028 Annual Meeting .
Fixed Compensation
| Component (FY2024 actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 0 |
| All Other Compensation | 250 (birthday gift card) |
| Total | 250 |
Feinstein declined his cash director fees for FY2024 and declined his Annual RSU award in connection with the 2024 Annual Meeting .
| Non-Employee Director Compensation Policy (eligibility) | Amount ($) |
|---|---|
| Annual Board cash retainer | 35,000 |
| Lead Independent Director cash retainer | 20,000 |
| Audit Committee member / chair | 10,000 / 23,000 |
| Compensation Committee member / chair | 7,500 / 15,000 |
| Nominating & Corporate Governance Committee member / chair | 4,300 / 10,000 |
| Annual RSU award (continuing directors) | Target equity value $200,000 |
| Initial RSU award (new directors) | Target equity value $450,000 |
| Annual director compensation cap | $750,000; $1,000,000 in first year of appointment/election |
Performance Compensation
| Equity Component (FY2024) | Detail |
|---|---|
| RSUs granted in FY2024 | 0 (declined Annual Award) |
| RSUs held as of 12/31/2024 | 0 |
| Annual RSU program terms | $200k target value; vests at next annual meeting; deferral election available; change-in-control accelerates |
| Initial RSU for new directors | $450k target; vests in three equal annual installments per Company Vesting Dates |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Feinstein |
| Related investor affiliations | Partner at Bessemer Venture Partners; Procore is party to an Investors’ Rights Agreement with entities affiliated with Bessemer (and other investors) granting registration rights |
| 5% holder status | As of March 31, 2025, Bessemer no longer beneficially owns >5% of PCOR common stock |
Expertise & Qualifications
- Venture capital, software/technology investing; extensive director experience with privately‑held tech companies .
- Harvard A.B. in Government .
- Board skills assessed within PCOR’s annual governance review; independence confirmed .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (3/31/2025) | 305,108 |
| % of shares outstanding | Less than 1% |
| RSUs held (12/31/2024) | 0 |
| Stock ownership guidelines (effective 1/1/2025) | Non‑employee directors: 5x annual retainer; 5‑year compliance window; unvested RSUs/options/PSUs not counted |
| Hedging/pledging policy | Hedging and pledging prohibited for directors; only CEO eligible to pledge under strict limits |
Governance Assessment
- Alignment signals: Declined cash fees and the 2024 Annual RSU grant, reducing guaranteed pay and equity dilution; beneficial ownership of 305,108 shares suggests skin‑in‑the‑game with no RSUs outstanding as of year‑end 2024 .
- Independence and attendance: Board affirmatively determined independence; Board/committee attendance met requirements (≥75%); Nominating & Corporate Governance met 5x in FY2024, supporting active engagement in director nominations and governance oversight .
- Potential conflicts: Historical investor rights arrangements include entities affiliated with Bessemer; however, Board’s independence review considered related relationships; Bessemer is no longer a >5% holder as of 3/31/2025, reducing perceived influence risk .
- Risk indicators: No hedging/pledging by directors permitted; Section 16 filings reported timely for 2024 except one late filing by another director (O’Connor), with no issues noted for Feinstein; robust ownership guidelines effective 2025 enhance alignment expectations .
Overall, Feinstein’s role on the Nominating & Corporate Governance Committee, confirmed independence, and decision to forgo both cash fees and the 2024 Annual RSU grant support investor confidence in governance alignment, while the legacy Bessemer investor rights linkage is monitored within PCOR’s related‑party oversight framework .