Nanci E. Caldwell
PROCORE TECHNOLOGIESAbout Nanci E. Caldwell
Nanci E. Caldwell, age 67, has served on Procore’s Board since March 2020 and is an independent director. She is Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Caldwell brings 19 years of senior management experience at Hewlett-Packard and served as EVP and Chief Marketing Officer at PeopleSoft from 2002 until its acquisition by Oracle in 2004 (SVP/CMO from 2001–2002). She holds a B.A. in Psychology from Queen’s University and currently sits on the boards of Equinix, Inc. and Canadian Imperial Bank of Commerce. Procore’s Board affirmatively determined she is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PeopleSoft, Inc. | EVP & Chief Marketing Officer | Jan 2002–Dec 2004 | Led marketing during period culminating in acquisition by Oracle |
| PeopleSoft, Inc. | SVP & Chief Marketing Officer | Apr 2001–Jan 2002 | Senior leadership in enterprise software |
| Hewlett-Packard Company | Senior management positions | 19 years (prior to 2001) | Broad IT leadership experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Equinix, Inc. | Director | Current | Global data center/IT company |
| Canadian Imperial Bank of Commerce (CIBC) | Director | Current | Major North American bank |
| Citrix Systems, Inc. | Director | Prior | Served Jul 2008–Dec 2022 |
| Donnelley Financial Solutions, Inc. | Director | Prior | Served Oct 2016–May 2020 |
| Talend SA | Director | Prior | Served Feb 2017–Jan 2020 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. All Board committees are comprised solely of independent directors.
- Independence: Caldwell is independent under NYSE and SEC rules; Audit and Compensation Committee members meet heightened independence standards.
- Attendance and engagement: In 2024 the Board met 5 times; Compensation Committee met 6 times; Nominating & Corporate Governance met 5 times. Each director attended at least 75% of aggregate Board and committee meetings, and non-management directors held 4 executive sessions.
- Lead Independent Director construct: The Board uses a robust LID model (Graham V. Smith currently LID) to preserve independent oversight when the CEO is Chair.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash fees | 54,300 | Sum of Board retainer ($35,000), Compensation Chair ($15,000), Nominating member ($4,300) per policy |
| Stock awards (RSUs) | 191,350 | Grant-date fair value under ASC 718; service-based vesting |
| Total | 245,650 | Director compensation table |
Director compensation policy parameters:
- Equity: Initial RSU at $450,000 target value on joining; Annual RSU at $200,000; directors may elect to defer settlement; full vesting upon change-in-control; death/disability accelerates vesting.
- Cash: Board retainer $35,000; Lead Independent Director +$20,000; Committee retainers: Audit member $10,000/Chair $23,000; Compensation member $7,500/Chair $15,000; Nominating member $4,300/Chair $10,000. Paid quarterly in arrears.
- Annual cap: $750,000 per year ($1,000,000 first year for new directors).
Performance Compensation
- Non-employee director pay is time-based (RSUs) with no disclosed performance metrics; performance-based equity at Procore applies to executives (CEO PSUs tied to revenue and non-GAAP operating margin), not directors.
Other Directorships & Interlocks
| Relationship | Detail | Governance implication |
|---|---|---|
| Shared prior board service | Caldwell served on Citrix’s board (2008–2022); LID Graham V. Smith served on Citrix’s board (2015–2018) | Illustrates historical network overlap; no current Procore-related conflict disclosed |
No Caldwell-related related person transactions were disclosed in the “Certain Relationships and Related Person Transactions” section.
Expertise & Qualifications
- Software and technology industry leadership spanning HP and PeopleSoft; public company C-suite experience; extensive board service at global tech and financial firms.
- Qualifications cited by Procore: experience in software/technology and service as executive and director at public companies.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of 3/31/2025) | 53,223 shares | Security ownership table |
| Ownership % of outstanding | <1% | Based on 149,104,117 shares outstanding; table denotes “* Less than 1 percent.” |
| RSUs held (as of 12/31/2024) | 2,887 shares | Unsettled RSUs at year-end 2024 |
| Stock ownership guidelines | 5x annual retainer | Applies to non-employee directors effective 1/1/2025; 5-year compliance window |
| Indicative ownership value | ~$3.99 million | 53,223 × $74.93 (12/31/2024 close used in proxy calculations) |
Policy signals:
- Hedging, short sales prohibited; pledging generally prohibited for directors (only CEO eligible within strict limits).
Governance Assessment
- Strengths: Independent committee leadership (Caldwell as Compensation Chair); Compensation Committee retains independent consultant (Compensia) and assessed no conflicts; annual stock ownership guidelines promote alignment; robust insider-trading, hedging/pledging prohibitions; strong say-on-pay support (94% at 2024 meeting).
- Compensation structure: Director cash/equity mix consistent with peer tech boards; committee chair roles align with added cash retainers; RSU grants time-based, encouraging long-term alignment without short-term gaming.
- Engagement/attendance: Board and committees met regularly; each director met ≥75% attendance; independent executive sessions maintained oversight.
- Potential conflicts/related-party exposure: None disclosed for Caldwell; related-party items in proxy focus on CEO share pledge arrangements; Audit Committee reviews related person transactions under written policy.
- RED FLAGS: None disclosed for Caldwell (no pledging, no related-party transactions, no delinquent Section 16 filings cited).