Steven S. Davis
PROCORE TECHNOLOGIESAbout Steven S. Davis
Steven S. Davis is President, Product and Technology at Procore Technologies, Inc., serving since August 2022; he is age 58 as of the 2025 proxy’s record date, and previously led technology and product organizations at Babylon Healthcare, Expedia Group, and HomeAway/VRBO across enterprise SaaS and global online marketplaces . His tenure at Procore is ~3 years, overseeing product and technology during a period of robust company performance: 2024 revenue reached $1,151.7M (+21% YoY) with non-GAAP operating margin at 10% versus 2% in 2023, and company cumulative TSR improved versus 2023 according to pay-versus-performance disclosures . Procore’s compensation framework emphasizes variable, equity-heavy pay, with executive bonuses tied to net new bookings and non-GAAP operating margin, and equity vesting schedules intended to align leaders with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Babylon Healthcare, PLLC | Chief Technology Officer | Dec 2020 – Aug 2022 | Led digital health technology execution and scaling |
| Expedia Group, Inc. | Senior Vice President; multiple leadership roles | Dec 2015 – Dec 2020 | Scaled multiple organizations under Expedia brand post-HomeAway acquisition |
| HomeAway, Inc. (incl. VRBO.com, Inc.) | Technology executive roles | Jan 2007 – Dec 2015 | Built and managed marketplace technology; later integrated into Expedia |
External Roles
No public external directorships or committee roles disclosed for Davis. (Not disclosed in proxies) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 411,250 | 443,269 |
| Target Bonus % of Salary | 75% | 75% |
| Actual Performance-Based Bonus ($) | 306,664 | 62,795 |
| All Other Compensation ($) | 18,549 (incl. 401(k) match and gifts) | 5,699 (incl. $5,000 401(k) match; $699 appreciation gift) |
Notes:
- 2024 bonus program payout factor was 19% of target (threshold not met for net new bookings; partial for non-GAAP operating margin) .
- At-will employment; confirmatory offer letter references $400,000 then-current base at the time (superseded by later adjustments) .
Performance Compensation
Annual Bonus Design and Outcomes
| Year | Metric | Weighting | Threshold | Final Outcome | Payout Factor |
|---|---|---|---|---|---|
| 2023 | Net New Bookings | 75% | Threshold applied; 0–200% scale | Company achieved near target | 99.425% overall |
| 2023 | Non-GAAP Operating Margin | 25% | Threshold applied; 0–200% scale | Company achieved near target | 99.425% overall |
| 2024 | Net New Bookings | 75% | 85% of target (threshold) | Threshold not met | Included in 19% overall |
| 2024 | Non-GAAP Operating Margin | 25% | 73.8% of target (threshold) | Achieved below target | Included in 19% overall |
Equity Awards and Vesting (RSUs)
| Grant Date | Type | Grant Value ($) | RSUs (#) | Vesting Schedule |
|---|---|---|---|---|
| Aug 20, 2022 | RSU (new hire) | 12,436,771 | 92,458 (unvested at 12/31/24) | 25% vested on Aug 20, 2023; then 1/16th each Company Vesting Date (Feb 20, May 20, Aug 20, Nov 20) thereafter |
| Mar 30, 2023 | RSU (annual) | 2,853,410 | 26,931 (unvested at 12/31/24) | 1/16th each Company Vesting Date beginning May 20, 2023 |
| Mar 29, 2024 | RSU (annual) | 4,890,265 | 48,356 (unvested at 12/31/24) | 1/16th each Company Vesting Date beginning May 20, 2024 |
Notes:
- Davis’s equity grants are time-based RSUs; PSUs were introduced only for the CEO in 2024–2025 with revenue and non-GAAP operating margin goals (not applicable to Davis) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 33,157 shares (<1% of outstanding) |
| Breakdown (near-term vest/acquirable) | 8,970 shares held directly; 24,187 RSUs vesting within 60 days |
| Unvested RSUs by Grant (12/31/2024) | 92,458 (2022); 26,931 (2023); 48,356 (2024) |
| Options | None disclosed for Davis |
| Ownership Guidelines | Executive officers must hold 2x base salary; compliance period: 5 years from 1/1/2025 or appointment |
| Hedging/Pledging | Hedging and pledging prohibited; only CEO may pledge up to 15% with pre-clearance; Davis not eligible to pledge |
Potential selling pressure: Quarterly RSU settlements occur on Company Vesting Dates (Feb 20, May 20, Aug 20, Nov 20), creating predictable liquidity events for Davis’s time-based vesting .
Employment Terms
| Provision | Key Term |
|---|---|
| Employment Start | August 15, 2022 |
| Status | At-will; confirmatory offer letter (role terms, arbitration) |
| Severance (no CIC) | Lump sum equal to 12 months base salary ($450,000), plus 12 months COBRA premiums ($25,875 est.), subject to release |
| Severance (with CIC; double trigger: term w/o cause or good reason within -3/+12 months of CIC) | Lump sum equal to 18 months base salary ($675,000) plus pro-rata target bonus (table shows $62,795 based on 2024 levels), full vesting of time-based portion of equity, and 18 months COBRA premiums ($38,812 est.), subject to release |
| Clawback | Dodd-Frank/NYSE-compliant policy adopted Dec 1, 2023; applies to incentive comp linked to financials received on/after Oct 2, 2023 |
Compensation Structure Analysis
- Mix and risk: Davis’s pay is heavily equity-based via multi-year RSUs with quarterly vesting, reinforcing retention but reducing performance contingency versus PSUs; bonus is at-risk and linked to corporate metrics (net new bookings, non-GAAP operating margin) .
- Metric rigor and outcomes: 2024 thresholds (85% NNB; 73.8% margin) resulted in a 19% payout after missing NNB—demonstrating downside sensitivity; 2023 payout at ~99.4% reflected near-target delivery .
- Governance: Independent Compensation Committee with Compensia advising; peer benchmarking used to calibrate levels (peer groups disclosed for 2023/2024) .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approval: ~94% support at 2024 annual meeting for 2023 NEO compensation; committee continued program design with performance features for CEO in 2024–2025 .
- Engagement: Management/Board met with investors representing ~23% of unaffiliated shares in 2025 to discuss governance and compensation practices .
Equity Detail and Vesting Calendar
- Company Vesting Dates: Feb 20, May 20, Aug 20, Nov 20; Davis’s RSUs vest 1/16th quarterly per grant schedules noted above .
- Outstanding grants (12/31/2024): 167,745 total unvested RSUs across 2022/2023/2024 grants for Davis .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for Davis; only CEO may pledge up to 15% with pre-clearance, mitigating alignment risks for other executives .
- Clawback: In place, reducing risk of windfalls on misstated results .
- Tax gross-ups: Company does not provide tax gross-ups on severance/CIC payments .
- Related party transactions: No Davis-specific related party transactions disclosed; broader related party framework and policies outlined .
Investment Implications
- Alignment: Davis’s substantial time-based RSU holdings and quarterly vesting create predictable supply events but maintain strong retention incentives; lack of PSUs suggests performance linkage is concentrated in annual cash bonus rather than equity for his role .
- Payout sensitivity: 2024’s 19% bonus outcome underscores the program’s downside protection when bookings underperform, while the company’s margin expansion to 10% non-GAAP in 2024 reflects improving operational efficiency supporting future incentive attainment .
- Change-in-control economics: Double-trigger protections with full time-based equity acceleration and 18-month cash/benefits could be meaningful in a strategic transaction given Davis’s unvested RSU inventory; investors should consider potential dilution and executive retention costs in M&A scenarios .
- Governance quality: Strong pay-for-performance design, independent oversight, no tax gross-ups, and prohibitions on hedging/pledging (for non-CEO) collectively reduce governance risk; say-on-pay support remains high .