Erin M. Chapple
PROCORE TECHNOLOGIESAbout Erin M. Chapple
Erin M. Chapple, age 50, has served as an independent director of Procore since December 2021 and is a member of the Compensation Committee. She is Corporate Vice President, Commercial Solutions Areas at Microsoft and previously held leadership roles across Azure and Windows Server; she holds a B.A.S. in Electrical Engineering (University of Waterloo) and an M.A. in Applied Behavioral Science (Bastyr University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Commercial Solutions Areas | Sep 2024–present | Senior technology leadership overseeing commercial solutions |
| Microsoft Corporation | Corporate Vice President of Product, Azure Core | Mar 2021–Aug 2024 | Led product for Azure Core (cloud platform) |
| Microsoft Corporation | Corporate Vice President, Azure Compute | Apr 2019–Mar 2021 | Ran Azure Compute business |
| Microsoft Corporation | Corporate Vice President, Windows Server | Jun 2018–Apr 2019 | Led Windows Server |
| Microsoft Corporation | GM Windows Server & Director of Program Management | Oct 2014–Jun 2018 | Product/program leadership |
| Microsoft Corporation | Program Manager, Small Business Server | Joined 1998 | Early product role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Commercial Solutions Areas | Sep 2024–present | Operating executive; no other public company directorships disclosed |
Board Governance
- Independence: Board determined Chapple is independent under NYSE standards and SEC rules .
- Committee memberships: Compensation Committee member (chair: Nanci E. Caldwell). Not on Audit or Nominating & Corporate Governance Committees .
- Attendance and engagement: In 2024, the Board met 5 times; Compensation Committee met 6 times; each director attended at least 75% of applicable meetings; independent directors held 4 executive sessions .
- Board composition: 44% female directors; Lead Independent Director is Graham V. Smith .
Fixed Compensation
| Metric (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $35,000 | Non-employee director policy |
| Compensation Committee member fee | $7,500 | Member (not chair) |
| Total cash fees (reported) | $42,500 | As disclosed for Chapple |
| Stock awards (grant-date fair value) | $191,350 | RSUs under 2021 Plan |
| RSU shares granted (FY 2024) | 2,887 | Annual director grant |
| Meeting fees | None disclosed | No per-meeting fees in policy |
| Policy cap on director compensation | $750,000/year | $1,000,000 in first year for new directors |
| Annual director RSU (policy target) | $200,000 | Vests at next annual meeting |
| Initial director RSU (policy target) | $450,000 | Three equal annual installments |
Performance Compensation
- Directors receive time-based RSUs; no performance-based metrics or options are disclosed for non-employee director compensation .
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| None disclosed | — | No other public company board service for Chapple is disclosed . |
Expertise & Qualifications
- Deep enterprise software and cloud infrastructure leadership (Azure Core, Azure Compute, Windows Server) .
- Electrical engineering and applied behavioral science academic credentials .
- Independent director experience within a board with robust governance structures (ownership guidelines, executive sessions, independent committees) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 8,907 shares (<1%) | Director-level holding |
| RSUs held (Dec 31, 2024) | 2,887 shares | Unsettled RSUs at year-end |
| Shares pledged as collateral | None permitted for directors | Pledging limited to CEO under policy; hedging/short sales prohibited |
| Ownership guidelines (effective Jan 1, 2025) | 5x annual retainer | Compliance required within 5 years; unvested RSUs/options do not count |
Governance Assessment
- Strengths: Independent status; active Compensation Committee role; broad, relevant technology expertise; compliant insider trading and anti-hedging/pledging framework; strong board governance (independent committees, executive sessions, ownership guidelines) .
- Compensation alignment: Director pay mix is predominantly equity (RSUs), supporting ownership alignment; no changes to director compensation structure in 2024; annual equity grants with clear vesting and a policy cap .
- Attendance/engagement: Meets at least 75% attendance threshold with regular executive sessions—supports oversight quality .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Chapple; independence affirmed despite Microsoft executive role; continue monitoring potential business interactions, but none are reported .
- Shareholder signals: Say-on-pay approval ~94% at 2024 annual meeting; ongoing stockholder engagement program reinforces governance credibility .
Compensation Committee Analysis
- Committee composition: All independent; members are Nanci E. Caldwell (chair), Erin M. Chapple, and Elisa A. Steele .
- Consultant: Compensia retained; independence assessed; no conflicts; robust peer group methodology and annual review .
- Interlocks: None; no officer participation; no cross-compensation committee interlocks disclosed .
- Risk oversight: Committee evaluates compensation-related risk; reviews pay mix, incentives, and controls .
RED FLAGS
- None specific to Chapple disclosed: no pledging, hedging, related-party transactions, or delinquent Section 16 filings reported for her. Note: CEO pledging exists under a controlled policy, but this is not attributable to Chapple .