PROCORE TECHNOLOGIES INC

The following summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). We encourage you to carefully review this Proxy Statement in its entirety before casting your vote.

Who We Are

Procore Technologies, Inc., a Delaware corporation (“Procore,” the “Company,” “us,” or “our”) is the leading global provider of cloud-based construction management software. Since 2002, we have pursued our mission of connecting everyone in construction on a global platform. Our platform connects key project stakeholders to solutions we have built specifically for the construction industry—for the owner, the general contractor, and the specialty contractor. Headquartered in Carpinteria, California, we have offices around the globe.

Annual Meeting Information

Board Highlights

The information provided in this section is current as of April 12, 2024. Please refer to the section titled “Information Regarding the Board of Directors and Corporate Governance” beginning on page 11 of this Proxy Statement for more details.

Executive Compensation Highlights

We focus on providing a competitive compensation package to our executive officers, comprised of both annual and long-term incentives that help drive corporate objectives. We believe this approach provides an appropriate blend of incentives to maximize stockholder value. In 2024, we introduced performance-based equity incentives for our Chief Executive Officer. Please refer to the section titled “Executive Compensation” beginning on page 35 of this Proxy Statement for more details.

At our 2023 annual meeting of stockholders (the “2023 Annual Meeting”), nearly 97% of the votes cast approved, on an advisory basis, the fiscal year 2022 compensation of our named executive officers.

Stockholder Engagement

Maintaining regular dialogue with our stockholders is critically important to our Board and management team. Through our engagement and outreach efforts, we aim to solicit feedback from our investors and understand issues that are important to them. Additionally, we proactively communicate with the investment community and our stockholders about our financial performance, operations, and strategic developments through the following:

As part of our engagement efforts, we meet with stockholders throughout the year to discuss a range of topics, including strategic priorities and Company performance. In 2024, we reached out to many of our largest stockholders to seek their input on the voting results of the 2023 Annual Meeting, our corporate governance practices, the composition of our Board (including how we evaluate director skills and experience), our executive compensation practices, and our sustainability initiatives. Members of our management team participated in these engagements and shared investor feedback with our Board. We contacted stockholders representing approximately 49% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2023, and met with stockholders representing approximately 39% of our outstanding common stock held by unaffiliated stockholders as of December 31, 2023. We appreciate the opportunity to hear direct feedback from our stockholders.