Lawrence J. Stack
PROCORE TECHNOLOGIESAbout Lawrence J. Stack
Lawrence J. Stack, age 59, is Procore’s Chief Revenue Officer (CRO) since February 15, 2024, with 20+ years leading global revenue organizations at Red Hat, DXC, and Hewlett Packard Enterprise; he holds a B.S. in Behavioral Sciences from the University of Maryland . During his tenure, Procore delivered FY2024 revenue of $1,151.7 million (+21% YoY), non-GAAP operating margin of 10%, and GAAP operating margin of -12%; cumulative TSR (value of initial $100 investment) was $85.15 as of 2024 (up from $78.66 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Hat, Inc. | EVP, Chief Revenue Officer, Global Sales & Services | Apr 2018 – Feb 2024 | Led global revenue and services across enterprise software portfolio . |
| DXC Technology Company | SVP, Chief Revenue and Sales Officer | Apr 2017 – Apr 2018 | Drove enterprise services sales in IT services and consulting . |
| Hewlett Packard Enterprise Company | SVP, Enterprise Services, Chief Sales Officer | Feb 2013 – Apr 2017 | Led enterprise services sales organization . |
| Accenture; Electronic Data Systems; Fujitsu General America | Executive sales roles | Prior to 2013 | Senior revenue leadership roles across major IT/services firms . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Nations | Field Services Officer | Not disclosed | International field operations experience . |
| U.S. National Security Council | Service role (unspecified) | Not disclosed | Government advisory/operations exposure . |
| U.S. Air Force | Service role (unspecified) | Not disclosed | Military leadership background . |
Fixed Compensation
| Component | FY2024 Detail |
|---|---|
| Base Salary | $450,000 . |
| Target Bonus % | 100% of base salary . |
| Actual Performance-Based Bonus Paid (FY2024) | $74,714 (reflecting a 19% corporate payout) . |
| Sign-on Bonus | $250,000 (repayable if resigned within 1 year) . |
Performance Compensation
Annual Bonus Plan (FY2024)
| Metric | Weight | Target/Payout Structure | Threshold | FY2024 Outcome | Payout |
|---|---|---|---|---|---|
| Net New Bookings (NNB) | 75% | 0–200% payout; 100% at target | 85% of target | Threshold not met | 0% for NNB . |
| Non-GAAP Operating Margin | 25% | 0–150% payout; 100% at target | 73.8% of target | Below target | Contributed to 19% overall payout . |
| Combined Payout | — | Weighted metric outcome | — | — | 19% final multiplier . |
Equity Awards (New-Hire and Annual)
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (New-Hire) | Feb 15, 2024 | 193,651 | $14,237,222 | 25% vested Feb 20, 2025; remainder vests in substantially equal quarterly installments each Company Vesting Date (Feb 20, May 20, Aug 20, Nov 20), subject to continuous service . | Compensation set using peer/market data; retention/alignment focus . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Mar 31, 2025) | 31,825 shares (<1%) . |
| Ownership Breakdown | 16,129 shares held directly; 15,696 RSUs vesting within 60 days of Mar 31, 2025 . |
| Unvested RSUs at FY-end (Dec 31, 2024) | 193,651 RSUs; market value $14,510,269 at $74.93/share . |
| Options (Exercisable/Unexercisable) | None disclosed for Stack . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging/short sales and pledging; only CEO eligible to pledge with preclearance and cap (≤15% holdings). Stack not eligible to pledge . |
| Stock Ownership Guidelines (effective Jan 1, 2025) | Executive officers must hold 2x base salary; compliance within 5 years . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | At-will; confirmatory offer letter; base salary set at $450,000 . |
| Severance (outside Change-in-Control) | Lump sum = 12 months base salary ($450,000); 12 months COBRA premiums . |
| Severance (double-trigger within CIC window: 3 months pre- to 12 months post-CIC) | Lump sum = 18 months base salary ($675,000) + pro rata target bonus; full vesting of time-based equity; 18 months COBRA premiums . |
| Estimated Payments (as of Dec 31, 2024; $74.93/share) | Outside CIC: $475,875 total (salary + COBRA); In CIC: $15,298,795 total (salary + bonus $74,714 + COBRA + accelerated vesting $14,510,269) . |
| Clawback policy | Effective Dec 1, 2023; recovers incentive compensation upon material restatement/misconduct, per NYSE/SEC Dodd-Frank rules . |
| Perquisites | 401(k) match ($5,000); spouse travel ($9,506) and related tax gross-up ($2,051) in 2024 . |
| Single-trigger CIC | Not provided (company policy avoids single-trigger benefits) . |
Compensation Structure Analysis
- Pay-for-performance alignment: FY2024 corporate bonus paid at 19% due to missing the NNB threshold; non-GAAP operating margin contributed but below target—demonstrating disciplined linkage between cash incentives and operational outcomes .
- Equity-heavy mix: Large RSU grant ($14.24M) vests over multiple years, promoting retention and alignment with shareholder value; no options disclosed for Stack (reduces near-term selling pressure from option exercises) .
- Governance protections: Robust clawback; prohibition on hedging/short sales; pledging limited to CEO only; executive stock ownership guideline of 2x salary required within five years .
Investment Implications
- Insider selling pressure: A 25% RSU cliff vested Feb 20, 2025 with continued quarterly vesting thereafter—Stack’s realizable stock could increase at each vesting date, subject to trading windows; absence of options and a multi-year schedule temper near-term sell pressure risk .
- Retention risk: Double-trigger CIC protection and multi-year RSU vesting support retention; severance economics are standard (12–18 months salary/COBRA; time-based equity acceleration only on CIC), limiting opportunistic departure risk .
- Alignment: Executive ownership requirements (2x salary), clawback, and performance-based bonus architecture drive alignment; FY2024 payout discipline (19%) indicates governance rigor .
- Context: Company-level performance improved on non-GAAP profitability and TSR in 2024 (+21% revenue; 10% non-GAAP operating margin; TSR to $85.15), providing a constructive backdrop for revenue execution under Stack .
Note: Section 16 compliance shows no delinquent filings for Stack in FY2024; only one late Form 4 cited for a director (not Stack) . The CEO is the sole executive permitted to pledge shares, with 563,350 pledged as of Mar 31, 2025; this restriction enhances alignment for other executives including Stack .