Graham V. Smith
PROCORE TECHNOLOGIESAbout Graham V. Smith
Graham V. Smith (age 65) serves as Lead Independent Director of Procore Technologies and chairs the Audit Committee; he has been a director since February 2020 and Lead Independent Director since January 2023 (also serving as LID from May–December 2021) . He is a former interim CEO of Splunk (Nov 2021–Apr 2022), former CFO of Salesforce (2008–2014), and former CFO of Advent Software (2003–2007); he holds a B.Sc. in Economics and Politics from the University of Bristol and previously qualified as a chartered accountant in England and Wales (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. | Interim CEO; Director (incl. Chair 2019–2024) | Interim CEO Nov 2021–Apr 2022; Director Aug 2011–Mar 2024 | Board Chair; leadership during acquisition by Cisco in Mar 2024 |
| Salesforce, Inc. | EVP; Chief Financial Officer | CFO Mar 2008–Aug 2014; EVP Aug 2014–Jun 2015 | Led finance at scaled cloud company |
| Advent Software, Inc. | Chief Financial Officer | Jan 2003–Dec 2007 | Finance leadership at public software company |
External Roles
| Company | Role | Status |
|---|---|---|
| Axon Enterprise, Inc. | Director | Current |
| GoDaddy | Director | Current |
| Elliott Opportunity II Corp. | Director | Jun 2021–Dec 2021 (SPAC) |
| Slack Technologies, Inc. | Director | Dec 2018–Jul 2021 (acquired) |
| Citrix Systems, Inc. | Director | Dec 2015–Jun 2018 |
| BlackLine, Inc. | Director | May 2015–May 2022 |
| Xero Limited | Director | Apr 2015–Mar 2020 |
| MINDBODY, Inc. | Director | Jan 2015–Feb 2019 (acquired) |
Board Governance
- Independence: The Board determined Smith is independent under NYSE and SEC rules; all three standing committees are composed solely of independent directors .
- Roles: Lead Independent Director (presides over independent director sessions and coordinates independent director activities) and Audit Committee Chair; designated Audit Committee Financial Expert .
- Committees: Audit (Chair; with Bueker and O’Connor) with oversight of financial reporting, enterprise risk, cybersecurity, liquidity, related-party review, and auditor oversight .
- Attendance: In FY2024, the Board met 5 times; Audit 10; each director attended at least 75% of applicable meetings. Non-management directors met four times in executive sessions; Smith presided as LID .
- Board structure: CEO serves as Chair; LID role offsets combined CEO/Chair structure and will continue through CEO transition; limits on outside boards (non-employee directors generally ≤4 additional public boards; Audit Committee members generally ≤2 additional audit committees) .
- Shareholder engagement: Outreach to holders of ~55% of unaffiliated shares; meetings with ~23% during the cycle; 2024 Say-on-Pay approval ~94% .
Fixed Compensation
| Component (Non-Employee Director) | Policy Detail | Smith FY2024 Actual |
|---|---|---|
| Board cash retainer | $35,000 annual | Included in Fees |
| Lead Independent Director fee | $20,000 annual | Included in Fees |
| Audit Committee Chair fee | $23,000 annual (chair in lieu of member retainer) | Included in Fees |
| Audit/Comp/NCG member fees | $10,000 / $7,500 / $4,300 | N/A (chair/member fees as applicable) |
| Total fees earned (cash) | — | $78,000 (FY2024) |
Notes: Annual cash retainers are paid quarterly in arrears; no changes were made to director compensation in 2024 .
Performance Compensation
| Equity Element | Structure | 2024 Grants/Status |
|---|---|---|
| Annual RSU Award | Target grant-date value $200,000; vests at next annual meeting (one-year service-based vesting); deferral available; full vesting on change in control; death/disability accelerates under plan | Stock awards value $191,350; 2,887 RSUs granted in 2024; 2,887 RSUs outstanding at 12/31/2024 |
| Initial RSU Award (new director) | $450,000, vests in 3 equal annual installments | Not applicable in 2024 for Smith |
There are no performance-based metrics for director equity; RSUs are service-based with standard CIC and death/disability acceleration as disclosed .
Other Directorships & Interlocks
- Current public boards: Axon Enterprise, Inc.; GoDaddy .
- Compensation Committee interlocks: None reported among Procore’s Compensation Committee members; Smith is not a member of that committee .
- Related party transactions: None disclosed involving Smith; Audit Committee (which he chairs) reviews related person transactions under written policy .
- Outside board limits: Company guideline allows up to four additional public boards for non-employee directors; Smith currently serves on two, within guideline .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance background (former Salesforce CFO; former Advent Software CFO) and prior interim CEO experience at Splunk .
- Extensive public company board experience across software and technology, including chair roles, supporting oversight of strategy, risk, and transformations .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 43,733 shares; less than 1% of outstanding |
| RSUs outstanding (12/31/2024) | 2,887 RSUs |
| Ownership guidelines | Effective 1/1/2025: Non-employee directors required to hold 5x annual retainer within 5 years; individual compliance status not disclosed . |
| Hedging/pledging | Hedging and short sales prohibited; pledging generally prohibited for directors (only CEO eligible under policy with pre-clearance and cap) . |
| Section 16 compliance | Company reports timely Section 16 filings in 2024; one late filing noted for another director (O’Connor), none for Smith . |
Governance Assessment
- Strengths for investor confidence: Independent Lead Director with clear responsibilities; Audit Chair and financial expert; all committees fully independent; strong meeting cadence with 75%+ attendance; robust insider trading, hedging/pledging prohibitions; stock ownership guidelines; active shareholder engagement; strong Say-on-Pay support (~94%) .
- Compensation alignment: Director pay is modest and balanced (cash retainers tied to roles; equity via annual service-based RSUs; no director pension or perquisites noted) .
- Potential watch items: None material disclosed—no related party transactions for Smith; no pledging by directors under policy; current outside board load within company limits .
Overall, Smith’s profile (finance/operator experience, LID role, Audit Chair/financial expert) supports board effectiveness and risk oversight, with no evident conflicts or red flags disclosed .