PROCORE TECHNOLOGIES, INC. 8-K

What Happened
Procore Technologies (PCOR) filed an 8‑K on March 10, 2026 announcing that the Board unanimously appointed Rachel Pyles as Chief Financial Officer Designate and Robert Walter Hearn as Chief Revenue Officer Designate, effective March 10, 2026, with each to assume the full CFO and CRO roles on April 1, 2026. Current CFO Howard Fu and CRO Lawrence Stack will continue through the April 1 transition and then move into short-term strategic advisory roles. The company also issued a press release the same day reaffirming its Q1 fiscal 2026 and full-year fiscal 2026 guidance (previously provided in the Feb. 12, 2026 earnings release).

Key Details

• Rachel Pyles compensation: $450,000 annual base salary (effective March 10, 2026), 75% target annual bonus, and a $50,000 one‑time sign-on payment.
• Equity grants for Pyles: RSU award with target value $8.1 million (vests 25% on Feb 20, 2027, then quarterly over the next 3 years); PSU award with target value $5.4 million, eligible for up to 200% payout based on 3‑year total shareholder return (TSR) vs. the S&P Completion Index CI Information Technology (Performance Period: Mar 10, 2026–Mar 9, 2029).
• Change‑in‑control and termination provisions: PSUs contain standard CIC and termination vesting protections; Pyles also entered into the company’s standard indemnification, severance, and proprietary information agreements.
• Company reaffirmed its previously disclosed FY26 guidance in the March 10 press release.

Why It Matters
This filing signals a planned leadership change at two senior roles—finance and revenue—while maintaining continuity by keeping incumbents on through the transition and in advisory roles. The new CFO’s compensation is heavily equity‑based (RSUs and PSUs tied to multi‑year TSR), which aligns her incentives with shareholder returns over the next three years. The company’s reaffirmation of its Q1 and full‑year FY26 guidance reduces immediate uncertainty about near‑term financial expectations despite the leadership change.