Howard Fu
PROCORE TECHNOLOGIESAbout Howard Fu
Howard Fu, 51, has served as Procore’s Chief Financial Officer and Treasurer since May 8, 2023; he previously led Procore’s FP&A and finance organization as SVP Finance from February 2021 to May 2023 . He holds a B.S. in Civil Engineering (UC Berkeley), an M.B.A. in Finance (Yale), and an M.S. in Management Science & Engineering (Stanford) . During Fu’s tenure, Procore delivered 21% revenue growth in 2024 to $1,152 million with non-GAAP operating margin rising to 10% (from 2% in 2023), though TSR underperformed peers (2024 fixed $100 investment at $85.15 vs peer group $186.84) and GAAP net loss remained negative at $(106) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procore Technologies | SVP Finance | 2021–2023 | Led FP&A, IR, corporate reporting/insights, stock administration, and sales comp; prepared for CFO transition . |
| DocuSign | VP, FP&A | 2015–2021 | Managed FP&A; key contributor to IPO and initial public company scaling . |
| Various finance roles | 2014–2015 | Led finance initiatives in sales/M&A contexts . | |
| Salesforce | Finance (Sales & M&A) | 2012–2014 | Led sales finance and M&A finance teams during scale-up . |
| Visa | Finance | 2008–2012 | Held finance leadership roles in payments domain . |
External Roles
No public-company directorships or committee roles disclosed for Fu .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | N/A (not a NEO) | 383,655 | 420,657 |
| Target Bonus (% of Salary) | N/A | 75% | 75% |
| Actual Performance Bonus ($) | N/A | 242,759 | 59,593 |
| Stock Awards Grant-Date Fair Value ($) | N/A | 4,942,987 | 4,632,909 |
| 401(k) Match / Other ($) | N/A | 18,528 | 5,242 |
Compensation design uses at-risk bonus and multi-year equity as primary levers; no tax gross-ups and no single-trigger CIC benefits .
Performance Compensation
| Year | Metric | Weighting | Target/Thresholds | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2024 Bonus | Net New Bookings | 75% | Threshold 85% of target; 0–200% payout range | Below threshold | 0% of NNB component | Annual program; employment through payment date required . |
| 2024 Bonus | Non-GAAP Operating Margin | 25% | Threshold 73.8% of target; 0–150% payout range | Achieved | Contributed to final 19% multiplier | Final bonus multiplier 19%; Fu received $59,593 . |
| 2023 Bonus | Net New Bookings | 75% | 0–200% payout, threshold in plan | Achieved near target | Part of 99.425% multiplier | Fu received $242,759 . |
| 2023 Bonus | Operating Income (non-GAAP) | 25% | 0–200% payout | Achieved near target | Part of 99.425% multiplier | — |
Fu’s equity awards are time-based RSUs; PSUs were introduced for the CEO, not Fu, in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| 2024 Annual RSU Grant | 56,382 RSUs; grant-date value $4,632,909; vests 1/16 quarterly on Company Vesting Dates (Feb 20/May 20/Aug 20/Nov 20) starting May 20, 2024, subject to service . |
| Prior RSU Grants | 68,512 RSUs on May 8, 2023 (promotion); vest 1/16 quarterly from May 20, 2023 . 18,160 RSUs on Mar 30, 2023 vest 1/16 quarterly from May 20, 2023 . Earlier RSUs (5,974 on 3/29/22; 5,125 on 3/16/21) vest per 1/16 quarterly or 1/4 initial then 1/16 schedule . |
| Unvested RSUs as of 12/31/2024 | 5,125 (2021 grant) – MV $384,016; 5,974 (2022) – $447,632; 10,215 (2023) – $765,410; 38,538 (2023 promotion) – $2,887,652; 45,811 (2024 grant) – $3,432,618 . |
| Options | None disclosed outstanding for Fu . |
| Ownership Guidelines | Effective Jan 1, 2025: executives must hold 2× base salary in shares within 5 years; unvested RSUs/PSUs don’t count . |
| Hedging/Pledging | Hedging and short sales prohibited; pledging generally prohibited—only CEO eligible under policy and with strict limits; Fu not eligible to pledge . |
| Settlement Cadence | Quarterly vesting may create predictable selling pressure windows (Feb 20/May 20/Aug 20/Nov 20) as shares settle, subject to window/trading policy . |
Employment Terms
- Appointment and Offer Letter: Promoted to CFO and Treasurer on May 8, 2023; Offer Letter set base salary at $400,000 and a 75% target bonus under the executive bonus plan; granted 68,512 RSUs; at‑will employment; indemnification and severance agreements executed; standard arbitration clause via JAMS .
- Severance (Double Trigger CIC): If terminated without cause or resigns for good reason within 3 months before or 12 months after a change in control: lump sum equal to 18 months base salary plus pro‑rata target bonus; full vesting of time‑based equity; 18 months COBRA premiums .
- Severance (Non‑CIC): If terminated without cause outside the CIC window: 12 months base salary; 12 months COBRA premiums .
- Estimated Benefits (as of 12/31/2024): Non‑CIC total $450,875; CIC total $8,653,233 (includes $637,500 salary, $59,593 bonus, $7,917,329 accelerated time‑based equity, $38,812 COBRA) .
- Clawbacks: Subject to SOX 304 and NYSE/SEC Dodd‑Frank clawback policy adopted Dec 1, 2023 for incentive compensation .
Performance & Track Record
- CFO Certifications: Signed Section 302 and 906 certifications on the Q3 2025 Form 10‑Q, affirming disclosure controls and fair presentation responsibilities .
- Operating Execution: Q3 2025 delivered $339 million revenue (+15% YoY), non‑GAAP operating margin of 17%, operating cash inflow $88 million; Fu highlighted consistent revenue growth and improved operating leverage .
- 2024 Outcomes: Revenue $1,152 million (+21% YoY); GAAP gross margin 82%; non‑GAAP operating margin 10%; Free cash inflow $128 million—bonus outcomes reflected below‑target net new bookings (19% payout) .
- Shareholder Alignment: 2024 say‑on‑pay approval ~94% ; pay versus performance table shows CEO/NEO compensation and TSR underperformance vs peers in 2024 .
Compensation Structure Analysis
- Strong pay-for-performance design: 2024 bonus used rigorous thresholds; below‑threshold bookings eliminated 75% of bonus pool, yielding a 19% payout—Fu’s bonus fell to $59,593 vs $242,759 in 2023 .
- Equity mix: Fu’s compensation primarily equity via time‑based RSUs (no PSUs), with grant value slightly lower in 2024 vs 2023 ($4.63m vs $4.94m), aligning retention with quarterly vesting cadence .
- Governance safeguards: No tax gross‑ups, no single‑trigger CIC, robust clawback and insider trading prohibitions, and newly adopted stock ownership guidelines (2× salary) .
Equity Ownership & Alignment (Summary Table)
| Component | Vesting | Unvested Count (12/31/24) | Market Value ($) |
|---|---|---|---|
| 2021 RSUs (5,125) | 1/4 initial then 1/16 quarterly thereafter | 5,125 | 384,016 |
| 2022 RSUs (5,974) | 1/16 quarterly from May 20, 2022 | 5,974 | 447,632 |
| 2023 RSUs (18,160) | 1/16 quarterly from May 20, 2023 | 10,215 | 765,410 |
| 2023 Promotion RSUs (68,512) | 1/16 quarterly from May 20, 2023 | 38,538 | 2,887,652 |
| 2024 RSUs (56,382) | 1/16 quarterly from May 20, 2024 | 45,811 | 3,432,618 |
Note: Company Vesting Dates are Feb 20, May 20, Aug 20, Nov 20 .
Employment Terms (Detailed)
| Term | Provision |
|---|---|
| At‑Will | Employment may be terminated at any time, with or without cause . |
| Arbitration | JAMS employment rules; individual claims only; Company covers JAMS fees beyond court fees . |
| Severance Agreement | Executive form dated May 8, 2023; terms summarized above . |
| Indemnification | Executed in the standard form referenced in S‑1 exhibits . |
| Non‑Compete / Non‑Solicit | Not disclosed in proxy/8‑K filings for Fu (no specific covenants referenced). |
Investment Implications
- Alignment: Fu’s compensation is heavily equity‑based with strict governance (clawbacks, hedging/pledging bans), and ownership guidelines instituted in 2025—supporting long‑term alignment .
- Retention: Quarterly RSU vesting across multiple grants and double‑trigger CIC protection (18‑month salary + equity acceleration) reduce near‑term departure risk; estimated CIC benefits (~$8.65m) are meaningful but standard for NEOs in software peers .
- Trading Signals: Predictable quarterly vest dates (Feb/May/Aug/Nov) can create episodic selling pressure from RSU settlements, subject to insider windows and pre‑clearance .
- Performance Linkage: 2024 bonus cut to 19% due to below‑threshold bookings despite margin improvement—evidence of real pay‑for‑performance discipline; monitoring 2025 bonus metrics amid GTM model evolution is prudent .
- Execution Risk: Company TSR lag vs peers and ongoing GTM changes present execution risk; Fu’s CFO certifications and margin discipline are positives, but investors should watch bookings momentum and RPO trends .