Form 4: Procore Technologies CEO Craig Courtemanche Reports Stock Transactions and PSU Vesting

Procore Technologies CEO Craig Courtemanche reports the vesting of performance stock units, tax-related share withholding, and adjustments to his beneficial ownership.

Summary

• Craig F. Courtemanche Jr., CEO and President of Procore Technologies, reported transactions involving the company's common stock.
• On February 18, 2025, 8,840 shares were acquired upon the settlement of performance stock units (PSUs) after the Compensation Committee certified the satisfaction of performance-based criteria.
• These PSUs now vest based on a time-based schedule, with one-third vesting on February 20, 2025, and the remaining vesting quarterly.
• On February 20, 2025, 57,119 shares were withheld by Procore to cover tax obligations related to the vesting of restricted stock units at a price of $86.48 per share.
• Following these transactions, Courtemanche directly owns 722,179 shares of common stock.
• Courtemanche also indirectly owns shares through several trusts: the Craig F. Courtemanche and Hillary Courtemanche Family Trust (2,553,210 shares), the Courtemanche 2021 Irrevocable Trust (1,230,480 shares), The Courtemanche 2016 Irrevocable Trust (527,349 shares), and through his spouse (23,736 shares).

Sentiment

Score: 7

Explanation: The document reflects routine executive compensation activity (vesting of PSUs and tax withholding), which is generally neutral to slightly positive as it indicates performance goals were met.

Positives

• The vesting of PSUs indicates that the company met certain performance-based criteria set by the Board of Directors.

Negatives

• The withholding of shares to cover tax obligations reduces the number of shares directly held by the CEO.

Risks

• Significant stock transactions by company executives can sometimes be perceived negatively by the market, although in this case, it appears to be routine vesting and tax-related withholding.

Future Outlook

The remaining PSUs will continue to vest quarterly, subject to the Reporting Person's continued service.

Industry Context

Insider transactions are routinely monitored and reported, providing transparency to investors regarding executive compensation and ownership stakes. This filing is a standard part of that process.

Comparison to Industry Standards

• Executive compensation packages often include performance-based stock units to align management's interests with those of shareholders.
• Tax-related share withholding is a common practice when restricted stock units vest.
• Companies like Autodesk, Oracle, and Adobe also utilize similar equity compensation strategies for their executives.

Stakeholder Impact

• Shareholders may view the vesting of PSUs as a positive sign, indicating that the company is achieving its performance goals.
• The transactions have a minimal direct impact on employees, customers, suppliers, and creditors.

Next Steps

• The remaining PSUs will vest quarterly on the specified dates, contingent upon continued service.

Key Dates

Keywords

Procore Technologies, Craig Courtemanche, stock transactions, Form 4, performance stock units, PSUs, restricted stock units, tax withholding, beneficial ownership, insider trading