William J.G. Griffith IV
PROCORE TECHNOLOGIESAbout William J.G. Griffith IV
William J.G. Griffith IV is an independent Class III director at Procore Technologies (PCOR). He is 53, has served on Procore’s board since March 2015, and is a Partner at ICONIQ Capital, where he founded ICONIQ Growth and IPI. He previously was a General Partner at Technology Crossover Ventures, began his career at Morgan Stanley, and worked at The Beacon Group (acquired by JPMorgan). He holds A.B. degrees in Engineering and History from Dartmouth College and an MBA from Stanford GSB . The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Technology Crossover Ventures | General Partner | Aug 2003–Dec 2011 | Growth investing in software/tech; prior PE/VC leadership |
| Morgan Stanley | Investment Banker | Not disclosed | Early career finance experience |
| The Beacon Group (acquired by JPMorgan) | Investment professional | Not disclosed | Private equity experience; firm acquired by JPMorgan |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ICONIQ Capital | Partner; Founder of ICONIQ Growth; Founder of IPI | Since Jan 2013 | Leads growth equity platform and digital real estate business |
| ServiceTitan, Inc. | Director | Current | Private company; CRM software for trades |
| BlackLine, Inc. (BL) | Director | Sep 2013–Feb 2020 | Public SaaS; prior public board experience |
Board Governance
- Board classification and term: Class III director; term runs until the 2027 Annual Meeting .
- Independence: Board determined Mr. Griffith is independent under NYSE standards and SEC rules .
- Committee assignments: None (not a member or chair of Audit, Compensation, or Nominating & Governance) .
- Attendance and engagement: In FY2024, the Board met 5 times; Audit 10; Compensation 6; Nominating & Governance 5. Each director attended at least 75% of their Board/committee meetings; non-management directors held 4 executive sessions led by the Lead Independent Director . Lead Independent Director: Graham V. Smith .
Fixed Compensation
FY2024 director compensation (as reported):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| William J.G. Griffith IV | 0 [declined] | 0 [declined] | 0 | 0 |
Non-employee director compensation policy (baseline cash retainers and chair fees):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board member | 35,000 |
| Lead Independent Director (add’l) | 20,000 |
| Audit Committee member | 10,000 |
| Audit Committee chair (in lieu of member fee) | 23,000 |
| Compensation Committee member | 7,500 |
| Compensation Committee chair (in lieu of member fee) | 15,000 |
| Nominating & Governance member | 4,300 |
| Nominating & Governance chair (in lieu of member fee) | 10,000 |
- Annual compensation cap: $750,000 per non-employee director per calendar year; $1,000,000 in first fiscal year when a new director joins .
Performance Compensation
Equity awards for non-employee directors (service-based RSUs):
| Award Type | Target Value | Vesting | Other Terms |
|---|---|---|---|
| Initial Award (new directors) | $450,000 RSUs | 3 equal annual installments; first vests on the Company Vesting Date closest before the 1st anniversary, subject to service | |
| Annual Award | $200,000 RSUs | Vests at next annual meeting (or immediately prior if not re-elected), subject to service | RSU deferral available for 2024+ grants; CIC vests outstanding RSUs immediately prior to closing; death/disability full vesting under plans |
Performance metrics used for director equity: None disclosed (director awards are time-based RSUs; FY2024 stock awards for Mr. Griffith were declined) .
Other Directorships & Interlocks
| Entity | Relationship | Details / Potential Interlock |
|---|---|---|
| ICONIQ Strategic Partners funds | 5%+ stockholder group | Entities affiliated with ICONIQ Strategic Partners own 21,089,608 shares (14.1%). Mr. Griffith is an equity holder of ICONIQ Parent GP II–VI and may be deemed to share voting/investment power over ICONIQ Entities’ holdings . |
| Investors’ Rights Agreement (IRA) | Related-person framework | Procore maintains an IRA with certain holders including ICONIQ affiliates and Bessemer; provides registration rights. Mr. Griffith is affiliated with ICONIQ, a significant holder—Board considered such relationships in independence review . |
| Public boards | Prior | BlackLine, Inc. director (2013–2020) . |
Insider filings reference:
- Form 4 filing noted for Mr. Griffith on Feb 21, 2025 (referenced in ICONIQ footnote) .
Expertise & Qualifications
- Venture/growth equity investor with deep software and technology domain knowledge; experience on public and private software boards .
- Capital markets and M&A background via Morgan Stanley and The Beacon Group .
- Identified by Procore’s Board for software industry expertise, knowledge of the Company, and service as a director across public and private tech companies .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares of common stock beneficially owned | 24,033,910 |
| Percent of shares outstanding | 16.1% (out of 149,104,117 outstanding as of Mar 31, 2025) |
| Held directly/through family trusts | 2,944,302 |
| Beneficial ownership via ICONIQ Entities | 21,089,608 (aggregate across ICONIQ funds) |
Additional alignment policies:
- Stock ownership guidelines (effective Jan 1, 2025): non-employee directors must hold shares equal to 5x annual retainer; 5-year compliance window; unvested RSUs/options don’t count .
- Hedging and pledging: Company prohibits hedging and generally pledging; proxy specifically discloses a pledge by the CEO, but Mr. Griffith’s ownership footnote does not disclose any pledging for him .
Governance Assessment
- Independence and oversight: Board affirms Mr. Griffith’s independence under NYSE/SEC standards despite his ICONIQ affiliations; Board considered related-party and beneficial ownership factors in its determination . Executive sessions held 4 times with a Lead Independent Director structure in place .
- Committee involvement: No current committee assignments, which limits formal committee-level oversight, though the Board as a whole met 5 times in FY2024, with active committee cadence (Audit 10; Compensation 6; Nominating & Governance 5); each director met the 75% attendance threshold .
- Ownership alignment: Very high skin-in-the-game with 24.0M shares (16.1%) beneficially owned, including via ICONIQ entities; stock ownership guidelines now codify minimum holdings for directors .
- Compensation signals: Mr. Griffith declined both cash retainer and annual RSU award in FY2024 (total $0), indicating negligible direct extraction from director pay; no changes to director compensation policy in 2024 .
- Related-party exposure: ICONIQ-affiliated funds are large stockholders with an IRA in place; Mr. Griffith is an equity holder in the ICONIQ GP entities that may share voting/dispositive power—appropriate to monitor for potential conflicts on matters affecting large holder rights/liquidity events . The Board’s independence review explicitly considered such relationships .
- Governance infrastructure: Compensation Committee uses an independent consultant (Compensia); Board has clawback policy complying with NYSE/SEC; robust stock ownership guidelines adopted in 2024 .
RED FLAGS to monitor
- Concentrated ownership/related-party nexus: Significant ICONIQ stake with director affiliation and IRA registration rights—watch for recusal practices and disclosures on potential conflicts .
- Limited committee engagement: No committee assignments may reduce Mr. Griffith’s direct role in audit/compensation/governance deliberations .
Appendix: Reference Tables
Director compensation (FY2024) – Directors summary (for context):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Graham V. Smith | 78,000 | 191,350 | 269,350 |
| Kevin J. O’Connor | 45,000 | 191,350 | 236,350 |
| Nanci E. Caldwell | 54,300 | 191,350 | 245,650 |
| William J.G. Griffith IV | 0 | 0 | 0 |
Non-employee director equity grants in 2024 – shares granted and held (for context):
| Name | RSUs Granted in 2024 (sh) | RSUs Held as of 12/31/2024 (sh) |
|---|---|---|
| William J.G. Griffith IV | 0 [declined] | 0 |