PCOR 8-K
Procore Technologies, Inc. (PCOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Transition of Principal Financial Officer
As previously announced by Procore Technologies, Inc. (the “Company”) in a Current Report on Form 8-K, dated February 16, 2023 (the “February Form 8-K”), on May 8, 2023, Paul E. Lyandres transitioned from his position as Chief Financial Officer and Treasurer of the Company to a newly-established position as President of Fintech of the Company. The transition of Mr. Lyandres to his new position was not the result of a disagreement with the Company or on any matter relating to the Company’s operations, policies, or practices.
Appointment of Principal Financial Officer
Also as previously announced by the Company in the February Form 8-K, in connection with Mr. Lyandres’s transition to President of Fintech, on May 8, 2023, Howard Fu, age 49, was appointed as Chief Financial Officer and Treasurer of the Company.
Mr. Fu served as the Company’s Senior Vice President, Finance from February 2021 until his appointment as Chief Financial Officer and Treasurer. From October 2015 to February 2021, Mr. Fu served as Vice President of FP&A at DocuSign, Inc., an electronic signature technology company, where he managed the financial planning and analysis organization. Prior to Docusign, Mr. Fu held various positions at LinkedIn Corporation, a business and employment-focused social media company, from September 2014 to September 2015; Salesforce, Inc., a cloud-based software company, from February 2012 to September 2014; and Visa Inc., a financial services company, from March 2008 to February 2012. Mr. Fu holds a B.S. in Civil Engineering from the University of California, Berkeley, an M.B.A. in Finance from Yale University, and an M.S. in Management Science and Engineering from Stanford University.
In connection with Mr. Fu’s promotion, on May 8, 2023, the Company entered into a confirmatory offer letter with Mr. Fu (the “Offer Letter”). The Offer Letter provides, among other things, that Mr. Fu will be entitled to an annual base salary of $400,000 and a target cash bonus opportunity under the Company’s executive bonus program at 75% of his base salary. The foregoing description of the Offer Letter is a summary only and is qualified in its entirety by reference to Exhibit 10.1 filed herewith.
On May 8, 2023, the Company also granted Mr. Fu a restricted stock unit (“RSU”) award of 68,512 RSUs under the Company’s 2021 Equity Incentive Plan. 1/16th of the shares underlying the RSU award vest on each quarterly Company Vesting Date (as defined below) following the date hereof, commencing with the first Company Vesting Date of May 20, 2023, subject to Mr. Fu’s continuous service through each such vesting date. “Company Vesting Date” means each February 20, May 20, August 20, and November 20.
Also on May 8, 2023, the Company entered into an indemnification agreement and a severance agreement with Mr. Fu, each in the form previously approved by the Company’s Board of Directors and filed as Exhibits 10.1 and 10.17, respectively, to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on May 6, 2021.
There are no arrangements or understandings between Mr. Fu and any other person pursuant to which Mr. Fu was appointed as Chief Financial Officer and Treasurer, There are no family relationships between Mr. Fu and any director or other executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On May 8, 2023, the Company issued a press release announcing the appointment of Mr. Fu as Chief Financial Officer and Treasurer and the transition of Mr. Lyandres to the President of Fintech position. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits listed below are being furnished with this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| 10.1 | Offer Letter by and between Howard Fu and the Company, dated as of May 8, 2023 | |
| 99.1 | Press Release dated May 8, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Procore Technologies, Inc. | ||||||
| Date: May 8, 2023 | By : | /s/ Benjamin C. Singer | ||||
| Benjamin C. Singer | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||
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Exhibit 10.1
May 8, 2023
Howard Fu
Chief Financial Officer and Treasurer
Procore Technologies, Inc.
6309 Carpinteria Avenue
Carpinteria, CA 93013
Dear Howard,
Effective May 8, 2023, you are employed by Procore Technologies, Inc. (the “Company”) as Chief Financial Officer and Treasurer. This letter agreement confirms the terms and conditions of your employment in that role.
POSITION. You are serving in a full-time capacity as Chief Financial Officer and Treasurer, reporting to Craig F. Courtemanche, Jr., President and Chief Executive Officer. Subject to the other provisions of this letter agreement, we may change your position, duties, and work location from time to time at our discretion.
EMPLOYEE BENEFITS. As a regular employee of the Company, you are eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs. Subject to the other provisions of this letter agreement, we may change compensation and benefits from time to time at our discretion.
SALARY. Your annual base salary is $400,000, payable in semi-monthly installments in accordance with the Company’s standard payroll practices for salaried employees. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.
ANNUAL BONUS. You are eligible for incentive bonus compensation with a target bonus equal to 75% of your annual base salary, subject to the Company’s corporate bonus plan.
EQUITY. You have been granted various equity interests in the Company. Those equity interests shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices and equity plans.
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. You remain subject to the terms of the Proprietary Information and Inventions Agreement that you previously executed.
PERIOD OF EMPLOYMENT. Your employment with the Company remains “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. This remains the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.
SEVERANCE. You will be eligible for severance benefits under the terms of the Executive Severance Agreement between you and the Company dated May 8, 2023.
AMENDMENT. This letter agreement (except for terms reserved to the Company’s discretion) may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company.
ARBITRATION. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this agreement, your employment with the Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes before a single arbitrator (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
* * *
This letter agreement, together with your Proprietary Information and Inventions Agreement, equity agreements, and other agreements referenced herein, form the complete and exclusive statement of your employment agreement with the Company and supersedes any other agreements or promises made to you by anyone, whether oral or written, with respect to the subject matter hereof. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law), or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.
Please sign and date this letter agreement below to indicate your agreement with its terms.
| Sincerely, | ACCEPTED AND AGREED TO: | |||
| /s/ Craig F. Courtemanche, Jr. | /s/ Howard Fu | |||
| Craig F. Courtemanche, Jr. | Howard Fu | |||
| President & CEO | ||||
| Procore Technologies, Inc. | Dated: May 8, 2023 | |||
Exhibit 99.1
Procore Announces Two Leadership Appointments
Paul Lyandres transitions to president of fintech and Howard Fu is promoted to CFO
CARPINTERIA, Calif., May 8, 2023 – Procore Technologies, Inc. (NYSE: PCOR), a leading global provider of construction management software, today announced two leadership appointments, effective May 8. After four years as chief financial officer (CFO) and treasurer at Procore, Paul Lyandres is stepping into the newly-created president of fintech role to lead the Fintech organization at Procore. After two years as Procore’s senior vice president (SVP) of finance, Howard Fu is assuming the role of CFO and treasurer and will oversee Procore’s global finance organization.
“I’m proud to welcome Paul Lyandres into his new role as President of Fintech and Howard Fu as CFO,” said Tooey Courtemanche, founder, president and chief executive officer of Procore. “The depth and caliber of our leadership team will propel Procore into our next phase of durable, efficient growth.”
At Procore, Lyandres has served in various business operations and development, strategy, and corporate development roles. Most recently, he served as the company’s CFO and treasurer since July 2019, overseeing the global finance organization. Prior to joining Procore in 2014, Lyandres worked for Bessemer Venture Partners (BVP), a venture capital firm, where he concentrated on investments with a special focus on vertical software. Prior to BVP, Lyandres spent time in private equity at Summit Partners and sales at Pentaho.
“Howard is a true technology finance leader and SaaS industry veteran, who I have had the privilege of working closely with for the past couple years. He has garnered tremendous respect with our Board of Directors, our leadership team and across the organization and is primed to lead Procore,” said Paul Lyandres, president of fintech at Procore. “I look forward to taking on my new role as President of Fintech to help solve some of construction’s biggest challenges.”
Fu has more than 20 years of experience in finance leadership positions with companies such as Visa, Salesforce, LinkedIn, and DocuSign. Most recently, he served as senior vice president of finance at Procore, where he oversaw the financial planning and analysis, investor relations, corporate reporting and insights, procurement, sales incentive compensation, and stock administration functions. Previously, he served as vice president of financial planning and analysis at DocuSign, where he was a key contributor to the company’s IPO and led their finance team through the company’s initial growth phase as a public company. Prior to DocuSign, he led the sales finance and M&A finance teams at Salesforce as the company continued to grow at scale.
“I’m energized by the chance to continue helping Procore reach new levels of success,” shared Howard Fu, CFO of Procore. “The value Procore brings to customers and our people-first culture are undeniable differentiators.”
About Procore
Procore is a leading global provider of construction management software. Over one million projects and more than $1 trillion USD in construction volume have run on Procore’s platform. Procore’s platform connects key project stakeholders to solutions Procore has built specifically for the construction industry—for the owner, the general contractor, and the specialty contractor. Procore’s App Marketplace has a multitude of partner solutions that integrate seamlessly with Procore’s platform, giving construction professionals the freedom to connect with what works best for them. Headquartered in Carpinteria, California, Procore has offices around the globe. Learn more at Procore.com.
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