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Get filing alertsProcore expands board to 11 members, appoints Dr. Vishal Misra as independent director
Filed April 22, 2026 · Period ending April 20, 2026 · ~1 min read
Key Changes
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Board increased from 10 to 11 directors and appointed Dr. Vishal Misra as independent Class III director effective April 20, 2026. He will serve until the 2027 annual meeting and joins the Audit Committee.
Item 5.02 verify on EDGAR → -
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Dr. Misra received initial equity grant of $530,000 in RSUs vesting in three equal annual installments on February 20 of 2027, 2028, and 2029, plus annual RSU awards at each stockholder meeting going forward.
Item 5.02 verify on EDGAR → -
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Standard director compensation includes $48,100 annual cash retainer for board service plus $13,500 for Audit Committee service, paid quarterly in arrears and prorated for partial service.
Item 5.02 verify on EDGAR →
Summary
Procore Technologies expanded its board of directors from 10 to 11 members with the appointment of Dr. Vishal Misra as an independent Class III director, effective April 20, 2026. Dr. Misra will serve until the company's 2027 annual stockholder meeting and has been appointed to the Audit Committee. The board determined he meets NYSE independence standards.
For retail investors, this is a routine governance matter reflecting board refreshment. The appointment adds audit expertise and expands board capacity, though the filing provides limited detail about Dr. Misra's specific background or strategic rationale for the appointment. The compensation package follows Procore's standard director policy with no unusual terms.
Watch for the proxy statement ahead of the 2027 annual meeting, which will provide Dr. Misra's full biography and committee assignments, offering insight into what skills or connections the board sought to add.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Pursuant to the Policy, Dr. Misra was granted an initial restricted stock unit (“RSU”) award having a target equity value of $530,000 (the “Initial RSU Award”), with such award effective as of the Effective Date. The Initial RSU Award will vest in three equal annual installments–on February 20 of 2027, 2028, and 2029, respectively–subject to continued service through each vesting date. In addition, at the close of business on the date of each annual meeting of the Company’s stockholders (each, an “Annual Meeting”), Dr. Misra will receive an RSU award in accordance with and subject to the Policy (each, an “Annual RSU Award”). Each Annual RSU Award will vest in full on the date of the following year’s Annual Meeting (or the date immediately preceding the date of the following year’s Annual Meeting if his service on the Board ends at such meeting), subject to his continued service through the applicable vesting date.
Dr. Misra received an initial RSU grant valued at $530,000 that vests in three equal annual installments on February 20 of 2027, 2028, and 2029. He will also receive annual RSU awards at each stockholder meeting that vest at the following year's meeting, all subject to continued service.
Event · Item 7.01 — Regulation FD Disclosure
Procore announced the appointment of Dr. Misra to its Board of Directors.
Added in current filing · verify on EDGAR →
On April 22, 2026, the Company issued a press release announcing the appointment of Dr. Misra as a member of the Board.
Procore Technologies disclosed the appointment of Dr. Misra to its Board of Directors. The company issued a press release on April 22, 2026 to announce this board change. No additional details about Dr. Misra's background or the circumstances of the appointment are provided in the 8-K filing itself.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify