The reported total compensation for CEO Ajei Gopal of approximately $77.4 million is far above what a typical CEO at a technology company with an $8.6 billion market cap would be paid — the benchmark for this role and company size is roughly in the $15–25 million range, meaning reported pay exceeds the benchmark by well over 30%, triggering a No vote under the policy's individual CEO threshold. While a significant portion of this total reflects a one-time large equity award designed to cover multiple future years (a front-loaded grant), the accounting rules require it all to be reported in 2025, and the policy evaluates pay as reported. Even accounting for the front-loaded nature of the grant, the 5-year stock price return of -37% means shareholders have lost significant value over the long run, and awarding above-benchmark variable pay in this context fails the pay-for-performance alignment test. The prior Say on Pay vote received 83% support, which is above the 70% threshold that would require additional scrutiny, but the absolute level of reported CEO compensation is nonetheless far enough above benchmark to warrant a No vote.

PwC has served as Procore's auditor since 2015 (approximately 11 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $2,000 represent a tiny fraction of audit fees of $3,738,000 — roughly 0.05% — far below the 50% ratio that would be a concern. PwC is a Big 4 firm appropriate for a company of Procore's size and complexity.