Craig F. Courtemanche, Jr.
PROCORE TECHNOLOGIESAbout Craig F. Courtemanche, Jr.
Founder of Procore and long-time chief executive; age 57; director since January 2002; currently President, CEO, and Chair, with an announced plan to transition to Executive Chairman upon appointment of a successor CEO (announced March 10, 2025). Background includes founding Webcage (software consulting) and prior engineering roles; core credentials are founder-operator with deep construction software domain knowledge and decades of CEO/board leadership at Procore .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procore Technologies, Inc. | Founder; President (Nov 2019–present; previously Jan 2002–May 2004); CEO (since Jan 2002); Chair of the Board (current) | 2002–present | Founder-led culture; product and strategy leadership; will become Executive Chairman after CEO successor appointment |
| Webcage (software consulting) | Founder & CEO | 1996–2001 | Built software consulting business; entrepreneurial experience |
| Skip Steveley & Associates (consulting) | Software Engineer | 1993–1996 | Technical foundation in software engineering |
External Roles
- No other public company directorships disclosed for Mr. Courtemanche in the latest proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Board Class / Director since | Class II; Director since January 2002 |
| Independence status | Not independent (CEO/Chair; board lists independent directors and excludes Mr. Courtemanche) |
| Current roles | President, CEO, and Chair of the Board |
| Committees | None |
| Lead Independent Director | Graham V. Smith (also Audit Chair) |
| Board/Committee attendance (FY2024) | Each director attended ≥75% of applicable meetings; Board met 5x, Audit 10x, Compensation 6x, Nominating & Governance 5x; independent executive sessions held 4x |
| CEO transition | Intends to transition to Executive Chairman upon successor appointment (announced March 10, 2025); no changes until successor named |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging generally prohibited except CEO may pledge up to 15% of holdings with pre‑clearance and ability-to-repay requirement |
RED FLAG: Combined CEO/Chair role (until transition) concentrates authority; mitigated by a robust Lead Independent Director structure .
Fixed Compensation
| Metric (FY2024 unless noted) | Amount |
|---|---|
| Base Salary | $567,558 (paid in 2024); current annual base salary $570,000 |
| Target Bonus | 100% of base salary |
| 2024 Bonus Metrics & Weighting | Net new bookings 75%; Non‑GAAP operating margin 25% |
| 2024 Actual Bonus Paid | $107,209 (reflecting 19% payout due to below‑target performance) |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| 2024 Annual Equity (Grant date 3/29/2024) | Total target $15,000,000; RSUs $11,250,000 (140,954 RSUs); PSUs $3,750,000 (46,986 PSUs target across two goals) |
| RSU Vesting | 1/16 quarterly on Company Vesting Dates beginning after Feb 20, 2024, subject to service |
| PSU Design (2024) | 75% tied to Revenue (0–200% payout; 98.5% threshold); 25% tied to Non‑GAAP Op Margin (0–150% payout; 73.8% threshold) |
| 2024 PSU Outcome | Revenue threshold not met; Non‑GAAP Op Margin certified; overall PSU eligible = 19%; 1/3 vested on Feb 20, 2025; remainder quarterly over 2 years, subject to service |
| 2025 CEO Equity Mix | Increased PSU weighting to 50% of annual award (50% RSUs / 50% PSUs), same general design as 2024 |
Detailed 2024 equity grant components (CEO):
| Component | Grant Date | Target Value ($) | Units | Vesting |
|---|---|---|---|---|
| RSU | 3/29/2024 | $11,250,000 | 140,954 | 1/16 quarterly from next Company Vesting Date after 2/20/2024 |
| PSU – Revenue | 3/29/2024 | part of $3,750,000 | 35,239 target (0–200%) | Performance year FY2024; threshold 98.5% revenue; not met |
| PSU – Non‑GAAP Op Margin | 3/29/2024 | part of $3,750,000 | 11,747 target (0–150%) | Performance met; total PSU payout 19%; 1/3 vested 2/20/2025; remainder quarterly over 2 years |
RED FLAG: 2024 incentive payouts low (19%) due to missed bookings threshold; governance‑positive signal of pay-for-performance rigor .
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Compensation Committee Interlocks | None: no executive officer serves on another company’s board/committee that has an executive serving on PCOR’s Board/Comp Committee |
| Investors’ Rights Agreement | Mr. Courtemanche affiliates party to IRA with other major holders (ICONIQ, Bessemer) providing registration rights—common for pre‑IPO investors |
| Other public boards (Mr. Courtemanche) | None disclosed in proxy |
Expertise & Qualifications
- Founder, long-tenured CEO/Chair with extensive experience in construction and software; brings strategic vision and deep company knowledge .
- Board governance: leads board as Chair; transition to Executive Chairman planned to support continuity of strategy and oversight .
Equity Ownership
| Category | Shares |
|---|---|
| Direct (Mr. Courtemanche) | 457,212 |
| Family Trust (Craig & Hillary Courtemanche 2012 Revocable Trust) | 2,553,210 (of which 563,350 shares are pledged as collateral under a Citibank loan; replaced a 2022 Credit Suisse pledge) |
| 2016 Irrevocable Trust | 527,349 (indirect shared voting/dispositive power) |
| 2021 Irrevocable Trust | 1,230,480 (indirect shared voting/dispositive power) |
| Spouse (Hillary Courtemanche) | 23,736 |
| Options/RSUs/PSUs vesting within 60 days (as of 3/31/2025) | 1,564,260 |
| Total Beneficial Ownership | 6,356,247 shares; 4.2% of outstanding (as of 3/31/2025; 149,104,117 shares O/S) |
| Pledging Status | 563,350 shares pledged under 2024 Loan Documents with Citibank; company policy permits CEO pledging up to 15% with pre‑clearance and ability‑to‑repay; prior 2022 Credit Suisse pledge terminated and replaced in 2024 |
RED FLAG: Share Pledge by CEO—potential forced‑sale risk if collateral calls; company policy allows CEO‑only pledging subject to limits and oversight .
Ownership policy alignment:
- Stock ownership guidelines effective Jan 1, 2025: CEO 5x base salary; directors 5x annual retainer; 5‑year compliance window; unvested RSUs and unearned PSUs do not count toward compliance .
Employment, Severance & Change-in-Control (CIC)
| Scenario (assumes event on 12/31/2024; $74.93 share price) | Cash Salary | Pro‑rata Target Bonus | Equity Acceleration | COBRA (Medical/Dental/Vision) | Total |
|---|---|---|---|---|---|
| Termination without Cause (non‑CIC) | $855,000 | — | — | $26,917 | $881,917 |
| Termination without Cause or Good Reason (CIC window) | $1,140,000 | $107,209 | $28,508,018 | $35,889 | $30,008,937 |
- Standard executive severance agreements: CEO receives 24 months base plus pro‑rata target bonus and full vesting of time‑based equity upon qualifying CIC termination; 18 months base (non‑CIC) with extended COBRA; subject to release of claims .
Director Compensation
- Mr. Courtemanche receives no additional pay for board service; director fee and equity program applies only to non‑employee directors .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: ~94% approval at 2024 annual meeting (for FY2023 NEO compensation). Compensation Committee retained program structure; continues to evaluate investor feedback .
- Stockholder engagement: outreach to holders representing ~55% of unaffiliated float; meetings with ~23% to discuss governance and compensation .
Compensation Structure Analysis
- Increased performance orientation: introduced PSUs for CEO in 2024 (25% of award) and lifted to 50% in 2025; aligns payouts with revenue and profitability outcomes .
- 2024 bonus outcomes: stringent thresholds (bookings threshold missed) drove 19% payout—discipline consistent with pay-for-performance .
- No tax gross‑ups; clawback policy adopted per NYSE/SEC rules; hedging and short sales prohibited .
Related-Party Transactions & Conflicts
- CEO Pledging Arrangements: Company consented to Citibank pledge of 563,350 shares via an issuer agreement (March 4, 2024); replaced prior Credit Suisse pledge from 2022; Board and committee oversight referenced in proxy .
- Investors’ Rights Agreement: registration rights among CEO affiliates and major holders (ICONIQ, Bessemer) standard for legacy investors .
- Family Relationships: none among directors/executives .
- Section 16 filings: company reports all required filings timely for FY2024 except a late filing by director O’Connor; no delinquency noted for the CEO .
Expertise & Qualifications
- Founder/visionary with deep construction SaaS experience; long-tenured operator with proven ability to scale go‑to‑market and product; board leadership through CEO transition planning .
Governance Assessment
- Positives: Strong pay-for-performance linkage (low 2024 payouts against rigorous goals); increased use of PSUs; independent committees; Lead Independent Director with executive sessions; meaningful ownership guidelines; robust clawback and anti‑hedging policies .
- Watch items / RED FLAGS: CEO share pledge (563,350 shares) introduces collateral call risk; combined CEO/Chair structure (until transition to Executive Chairman) may affect board independence optics; sizable CIC benefits and equity acceleration could be investor sensitivity points; however, policies impose caps/oversight on pledging and a lead independent director provides counterbalance .