PROCORE TECHNOLOGIES, INC. 8-K

What Happened

• Procore Technologies, Inc. (PCOR) announced that on April 20, 2026 it increased its Board from 10 to 11 members and appointed Dr. Vishal Misra as a Class III director, effective that date.
• Dr. Misra was also named to the Board’s Audit Committee and has been determined to be independent under NYSE and the company’s governance standards. He will serve until the company’s 2027 annual meeting (or until his successor is elected, or earlier death, resignation, or removal). The company issued a press release about the appointment on April 22, 2026.

Key Details

• Board change: size increased from 10 to 11; appointment effective April 20, 2026.
• Cash retainers: $48,100 annually for board service + $13,500 annually for Audit Committee service, paid quarterly and prorated for partial months.
• Equity award: initial restricted stock unit (RSU) grant with a target value of $530,000; vests in three equal annual installments on Feb 20 of 2027, 2028 and 2029. Annual RSU awards will be granted at each annual meeting and vest the following year’s annual meeting (subject to continued service).
• Governance/ disclosures: No related-party or material transactions to disclose; no family relationships with company directors or officers; company entered its standard indemnification agreement with Dr. Misra.

Why It Matters

• This is a governance update that adds an independent director and Audit Committee member, which can affect board oversight and audit/governance processes.
• Compensation details (cash retainers and a $530k initial RSU grant) show the company’s standard pay practices for non-employee directors and are material for understanding director costs and dilution over time.
• Investors should note the board expansion and independence determination; there were no disclosed special arrangements or related-party issues tied to this appointment.