Elisa A. Steele
PROCORE TECHNOLOGIESAbout Elisa A. Steele
Elisa A. Steele (age 58) has served on Procore’s Board since February 2020; she chaired the Nominating and Corporate Governance Committee and is a member of the Compensation Committee, and previously served as Lead Independent Director from December 2021 to December 2022 . She holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from San Francisco State University . The Board has affirmatively determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namely, Inc. | Chief Executive Officer | Aug 2018–Aug 2019 | Led HR software company; later Chair of Board at Namely (see External Roles) |
| Jive Software, Inc. | President & Chief Executive Officer; earlier executive roles | Feb 2015–Jul 2017; Jan 2014–Jul 2017 | CEO of collaboration software company |
| Microsoft Corporation | Corporate VP & CMO, Consumer Applications & Services | Aug 2013–Dec 2013 | Senior marketing leadership |
| Skype Inc. (Microsoft) | Chief Marketing Officer | Jul 2012–Aug 2013 | Marketing leadership in communications |
| Yahoo! Inc. | Executive Vice President & Chief Marketing Officer | Prior to Skype (dates not further specified) | Senior marketing leadership |
External Roles
| Company | Role | Status/Notes |
|---|---|---|
| Amplitude Inc. | Director | Plans to resign immediately following Amplitude’s 2025 annual meeting |
| JFrog Ltd. | Director | Current public company directorship |
| Bumble Inc. | Director | Current public company directorship |
| Nextdoor Holdings, Inc. | Director | Current public company directorship |
| Cornerstone OnDemand, Inc. | Director; Chair/Co-Chair | Jun 2018–Jun 2021 (Chair Jun 2018–Jul 2020; Co-Chair Jul 2020–Jun 2021) |
| Splunk Inc. | Director | Sep 2017–Mar 2024 (until acquisition) |
| Namely | Director; Chair of Board | Aug 2017–Sep 2022 |
| Jive | Director | Feb 2015–Aug 2018 |
Board Governance
- Committees: Chair, Nominating and Corporate Governance Committee; Member, Compensation Committee .
- Independence: Determined independent by the Board (NYSE and SEC standards) .
- Attendance and engagement: In FY 2024, the Board met 5 times; Compensation Committee met 6 times; Nominating & Corporate Governance met 5 times; Audit met 10 times. Each director attended at least 75% of aggregate Board and applicable committee meetings; non-management directors held four executive sessions .
- Board leadership: Lead Independent Director framework in place; regular executive sessions; robust governance practices including stock ownership guidelines, limits on outside directorships, and anti-hedging/pledging policies .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash Fees (Annual Retainers and Committee Fees) | $52,500 | Actual fees earned in 2024 |
| Standard Board Member Cash Retainer | $35,000 per year | Policy level |
| Nominating & Corporate Governance Chair Fee | $10,000 per year (in lieu of member fee) | Policy level |
| Compensation Committee Member Fee | $7,500 per year | Policy level |
| Lead Independent Director Additional Retainer | $20,000 per year (if applicable) | Policy level |
Performance Compensation
| Equity Component | Grant Detail | FY 2024 Amount | Vesting Mechanics |
|---|---|---|---|
| Annual RSU Award | RSUs granted to non-employee directors | 2,887 shares | Annual Award with target equity value $200,000 vests at next annual meeting; 2024 RSUs vest on date of 2025 annual meeting, subject to continued service |
| FY 2024 Director Stock Award Value | Aggregate grant-date fair value | $191,350 | Calculated per ASC 718 at grant |
| Initial RSU Award (for new directors) | Policy target equity value | $450,000 (3-year annual installments) | Vests in three equal annual installments on nearest Company Vesting Date prior to first anniversary |
| Change-in-Control Treatment | Equity acceleration | All outstanding Initial/Annual Awards vest fully immediately prior to closing, subject to continuous service |
Note: Non-employee director equity is time-based; no performance metrics (e.g., TSR, operating margin) are attached to director RSUs per policy .
Other Directorships & Interlocks
- Compensation Committee interlocks: None of Caldwell, Chapple, or Steele has ever been an officer/employee of Procore; no executive officer of Procore serves on the board or compensation committee of another entity with executives on Procore’s Board/Compensation Committee .
- Shared directorships: Steele’s current boards (JFrog, Bumble, Nextdoor, Amplitude) are outside construction software; no related-party transactions disclosed involving Steele in FY 2024 .
Expertise & Qualifications
- Industry experience: Senior leadership across software, collaboration, HR tech, consumer and communications technology (Microsoft, Skype, Yahoo, Jive, Namely) .
- Governance: Chair of Nominating & Corporate Governance; prior Lead Independent Director at Procore .
- Education: B.S. (UNH), M.B.A. (SFSU) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 49,223 shares of common stock |
| % of Shares Outstanding | ~0.03% (49,223 / 149,104,117) based on outstanding shares as of Mar 31, 2025 |
| RSUs Held as of Dec 31, 2024 | 2,887 shares underlying RSUs |
| Hedging/Pledging | Prohibited for directors; only CEO may pledge under strict limits and pre-clearance |
| Director Stock Ownership Guidelines | Required to hold 5x annual retainer; effective Jan 1, 2025; 5-year compliance window |
Governance Assessment
-
Strengths:
- Independent director with deep software and marketing/operator background; chairs the Nominating & Corporate Governance Committee and serves on Compensation Committee, indicating high governance engagement .
- Board-level governance practices robust: ownership guidelines for directors, prohibition on hedging/pledging for directors, regular executive sessions, limits on outside boards, and authority to retain independent advisers .
- Attendance: All directors met at least 75% attendance thresholds; committees met frequently in FY 2024 (Audit 10x; Compensation 6x; Nominating 5x), supporting active oversight .
-
Alignment and incentives:
- Director compensation mix balanced and standard: cash fees plus time-based RSUs; 2024 Steele cash fees $52,500 and stock awards $191,350; RSUs encourage longer-term alignment without short-term performance gaming .
- Stock ownership guidelines (5x retainer) strengthen alignment; policy effective Jan 1, 2025 .
-
Potential conflicts/RED FLAGS:
- Related-party transactions: None disclosed related to Steele in FY 2024 .
- Multi-board load: Steele serves on four public boards currently; Procore guidelines cap non-employee directors at no more than four additional public boards without Board approval, and Audit Committee service caps exist, suggesting oversight of director time commitments . Monitoring ongoing commitments remains prudent for ensuring capacity.
- Hedging/pledging: Directors generally prohibited; no pledging by Steele; CEO is the only role permitted to pledge under strict policy .
-
Additional signals:
- Director equity accelerates on change-in-control, which is market standard but can reduce retention post-transaction if not re-granted; awareness needed for continuity planning .
- Compensation Committee uses an independent consultant with conflicts-of-interest safeguards (Compensia), supporting pay governance rigor .
Overall, Steele presents as an experienced, independent director with material governance responsibilities and standard, time-based equity alignment. No direct conflicts or attendance issues are disclosed; monitoring board load and continued adherence to ownership guidelines are the primary ongoing focus areas.