Kathryn A. Bueker
PROCORE TECHNOLOGIESAbout Kathryn A. Bueker
Kathryn A. Bueker, age 54, is an independent Class II director of Procore Technologies (PCOR) since April 2021 and serves on the Audit Committee as an Audit Committee Financial Expert. She is Chief Financial Officer of HubSpot, and previously held senior finance roles at Akamai and spent nearly a decade in investment banking; she holds a B.A. in Mathematics from Cornell and an M.B.A. from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akamai Technologies | Senior VP, Business Finance & Operations (finance leadership roles of increasing responsibility) | 11 years | Led business finance and operations; deep financial oversight experience |
| The Blackstone Group, UBS, Credit Suisse, DLJ | Investment banker | “Almost a decade” | Capital markets and transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HubSpot, Inc. (public) | Chief Financial Officer | Since June 2018 | Public company CFO; brings financial reporting and controls expertise |
Board Governance
- Independence: The Board determined Bueker is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
- Board structure: Lead Independent Director role in place (Graham V. Smith) to oversee executive sessions and independent director coordination .
- Attendance and engagement: In FY2024, the Board met 5 times; Audit Committee met 10 times; each director attended at least 75% of applicable meetings; independent directors held regular executive sessions .
- Director limits and education: Limits on outside public boards; continuing education supported .
Fixed Compensation
| Item | Amount | Detail |
|---|---|---|
| 2024 Fees Earned (Cash) | $45,000 | For Board service and committee membership (Audit member) |
| 2024 Stock Awards (Grant-date fair value) | $191,350 | Annual RSU award under 2021 Plan; service-based vesting |
| 2024 Total Director Compensation | $236,350 | Fees + stock awards |
| RSUs Granted in 2024 | 2,887 | Number of shares underlying 2024 RSU |
| RSUs Held as of 12/31/2024 | 9,665 | Unvested RSUs outstanding |
| Annual Cash Retainers (Policy) | Board: $35,000; Audit member: $10,000; Audit chair: $23,000 (in lieu); Lead Independent Director: +$20,000 | Non-employee director compensation policy |
| Annual RSU Awards (Policy) | Initial: $450,000 target value; Annual: $200,000 target value | Time-based vesting; deferral election available; change-in-control full vesting |
| Director Compensation Cap | $750,000 per year ($1,000,000 first year for new directors) | Policy limit |
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity awards | Time-based RSUs | None | Non-employee directors receive service-vested RSUs; no performance-linked metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships | Notes |
|---|---|---|---|
| HubSpot, Inc. | CFO | None disclosed with PCOR | No related-party transactions disclosed involving Bueker . |
No other public company directorships disclosed for Bueker in PCOR’s proxy .
Expertise & Qualifications
- Financial expertise: CFO of a public SaaS company; designated Audit Committee Financial Expert .
- Education: B.A. Mathematics (Cornell), M.B.A. (MIT) .
- Industry background: Software/SaaS finance, operations, and capital markets experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of | Notes |
|---|---|---|---|---|
| Kathryn A. Bueker | 21,045 | <1% | March 31, 2025 | Shares held of record; no options/RSUs reported as acquirable within 60 days |
| RSUs held (unvested) | 9,665 | N/A | Dec 31, 2024 | Outstanding unvested RSUs |
| Pledging/Hedging | Prohibited for directors | N/A | Policy | Company policy prohibits director hedging and pledging; only CEO eligible to pledge with strict limits |
| Ownership Guidelines | 5x annual retainer | N/A | Effective Jan 1, 2025 | 5-year compliance window; unvested RSUs/options don’t count |
Governance Assessment
- Board effectiveness: Bueker’s public-company CFO background and audit financial expert designation strengthen PCOR’s audit oversight and financial reporting competence .
- Alignment and incentives: Director pay mix emphasizes equity with service-based RSUs (no performance metrics), aligning with long-term shareholder value; compensation levels are modest and within the policy cap .
- Independence and engagement: Confirmed independent; Board maintains Lead Independent Director and regular executive sessions; attendance thresholds met, supporting investor confidence in oversight .
- Conflicts/related parties: No related-party transactions involving Bueker disclosed; Audit Committee reviews related-person transactions per policy, mitigating conflict risk .
- Ownership alignment: New stock ownership guidelines (5x annual retainer) and prohibitions on hedging/pledging for directors improve alignment and reduce risk .
- Say-on-pay signal: 94% approval at 2024 annual meeting indicates broad shareholder support for PCOR’s compensation governance framework .
RED FLAGS
- None disclosed specific to Bueker (no pledging, no related-party transactions, independent status). Company-level CEO share pledge is permitted under policy but tightly controlled; directors are prohibited from pledging, reducing director-specific risk .