Kevin J. O’Connor
PROCORE TECHNOLOGIESAbout Kevin J. O’Connor
Kevin J. O’Connor (age 64) is an independent director at Procore Technologies, Inc., serving on the Audit Committee. He has been a director since May 2004 and holds a B.S. in Electrical Engineering from the University of Michigan. His background includes CEO roles and operating leadership at multiple technology companies and a current role as a venture capital partner, providing software and technology domain expertise relevant to Procore’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ScOp Venture Capital | Partner | Since June 2018 | Venture investing experience; technology network |
| Graphiq (acquired by Amazon, 2017) | Chief Executive Officer; led integration | CEO: May 2009–May 2017; Integration: May 2017–May 2018 | Led growth through acquisition; managed post-merger integration |
| DoubleClick | Chief Executive Officer | Jan 1996–Aug 2000 | Scaled an ad-tech leader pre-Google acquisition (role context) |
| Digital Communications Associates | Executive roles | Apr 1992–Jul 1995 | Enterprise tech operations experience |
| InterComputer Communications Corporation (acquired by DCA, 1992) | Research roles | May 1983–Apr 1992 | Early engineering and product R&D roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ScOp Venture Capital | Partner | Private | Active investing role; no other public company directorships disclosed in PCOR proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Board class and term | Class I director nominee in 2025; up for election to serve until 2028 if re-elected |
| Independence | Board determined O’Connor is independent under NYSE and SEC rules |
| Committees | Audit Committee member (Audit Committee chaired by Graham V. Smith; Bueker and Smith designated financial experts) |
| Audit Committee report | Named as a signatory member recommending inclusion of audited financials in Form 10-K |
| Attendance | Each director attended at least 75% of aggregate Board and committee meetings for which they served in 2024 |
| Executive sessions | Non-management directors met in four executive sessions; presided over by Lead Independent Director (Graham V. Smith) |
| 2025 re-election support | Votes For: 110,987,944; Withheld: 6,723,724; Broker non-votes: 21,963,979 |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 45,000 | 45,000 |
| Committee cash retainers (policy) | Audit member: $10,000; Board retainer: $35,000; other committee retainers as per policy | Audit member: $10,000; Board retainer: $35,000; other committee retainers as per policy |
| Notes | Non-employee director compensation policy in effect; annual cash paid quarterly in arrears | Policy unchanged in 2024; annual cash paid quarterly in arrears |
Director Retainer Policy (for reference)
- Board retainer: $35,000; Lead independent director: +$20,000; Audit member: $10,000 (chair $23,000); Compensation member: $7,500 (chair $15,000); Nominating & Governance member: $4,300 (chair $10,000) .
Performance Compensation
| Equity Element | FY2023 | FY2024 |
|---|---|---|
| Equity award type | RSUs (time-based) | RSUs (time-based) |
| Grant-date fair value ($) | 235,169 | 191,350 |
| RSU units granted during year | 3,574 | 2,887 |
| RSUs held at year-end | 3,574 | 2,887 |
| Vesting | Annual RSU vests at next annual meeting; Initial Award ($450k) vests in 3 equal annual installments | Same; deferral election available for 2024+ grants; change-in-control acceleration; death/disability full vesting |
| Annual Award policy | Target equity value $200,000 per year for eligible non-employee directors | Target equity value $200,000 per year; no 2024 policy changes |
| Annual compensation cap | $750,000 per year ($1,000,000 in first year for new directors) | $750,000 per year ($1,000,000 in first year for new directors) |
Notes on metrics: Director equity is service-based RSUs; no performance metrics (e.g., TSR, EBITDA) are tied to director awards per policy disclosures .
Other Directorships & Interlocks
- Public company directorships: None disclosed for O’Connor in Procore’s 2025 proxy .
- Compensation Committee interlocks: Company discloses no interlocks among Compensation Committee members and other issuers’ officers/directors; O’Connor is not a Compensation Committee member .
Expertise & Qualifications
- Technology operator and founder/CEO experience (DoubleClick; Graphiq) and venture capital investing expertise; B.S. in Electrical Engineering (University of Michigan) .
- Audit Committee member; Audit Committee financial experts are designated as Smith and Bueker (O’Connor not identified as the financial expert) .
- Board determined independent status under NYSE and SEC rules .
Equity Ownership
| As of date | Total beneficial ownership (shares) | % of outstanding | Composition/details |
|---|---|---|---|
| March 31, 2025 | 1,226,680 | <1% (based on 149,104,117 shares) | 10,696 shares directly; 1,215,984 shares held by the Kevin J. O’Connor Revocable Trust (6/13/2019) |
| March 15, 2024 | 1,520,663 | Not stated | 7,122 shares directly; 1,513,541 shares held by the Kevin J. O’Connor Revocable Trust (6/13/2019) |
Ownership alignment and policies
- Stock ownership guidelines (effective Jan 1, 2025): Non-employee directors must hold 5x their annual Board cash retainer; compliance required within 5 years; unvested RSUs/options do not count .
- Prohibition on hedging/pledging applies; proxy flags CEO share pledging oversight, but no pledging disclosed for O’Connor .
Insider Trades and Section 16 Compliance
| Date/Period | Item | Detail |
|---|---|---|
| FY2024 (reported) | Section 16(a) compliance | One Form 4 filed August 21, 2024 reported two transactions; filing was late with respect to one of the two transactions |
Governance Assessment
- Committee assignments, independence, and engagement: O’Connor is an independent Audit Committee member; Board affirms independence; Audit Committee scope includes related party oversight, cybersecurity risk, and liquidity—relevant for investor protection . Attendance thresholds were met at the Board and committee level (≥75%) .
- Shareholder support: Strong re-election support in 2025 (110,987,944 For vs. 6,723,724 Withheld) suggests investor confidence in his continued service .
- Compensation and alignment: Director pay mix is predominantly equity via annual RSUs (time-based), with cash retainers aligned to committee workload; FY2024 O’Connor received $45,000 cash and $191,350 in RSUs (grant-date fair value) . Stock ownership guidelines (5x annual retainer) and deferral options enhance alignment; change-in-control and death/disability acceleration are standard features but should be monitored for windfall risk .
- Potential conflicts/related party exposure: O’Connor is party to the company’s investors’ rights agreement (registration rights) along with other significant holders and directors; no specific related-party transactions with him were disclosed for amounts >$120,000 beyond the IRA .
- Risk indicators: Minor compliance flag for a late Form 4 tied to one transaction; otherwise no disclosed legal proceedings, option repricing, or loans to the director .
RED FLAGS
- Late Section 16 Form 4 filing for one transaction in 2024 (administrative/compliance) .
Positive signals
- Independent status and Audit Committee engagement on financial reporting, related-party transactions, cyber/data privacy, and liquidity oversight .
- Strong re-election vote support in 2025 .
- Meaningful share ownership held directly and via revocable trust; subject to new director ownership guidelines .