DEF 14A of ServiceNow, Inc., Apr 4, 2024

DEF 14A of ServiceNow, Inc.

Filed Apr 4, 2024 · FY20230001373715-24-000148

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides an overview of the nominees for election at our Annual Meeting.

  2. Director Nominees

    | | | | | | Committee Membership | | | | | Name and Occupation | | Age | Director Since | Independent | Audit Committee | Leadership Development and Compensation Committee | Nominating and Governance Committee | Number of Other Boards(2) | | | William R. McDermott Chairman and Chief Executive Officer of ServiceNow, Inc. | 62 | 2019 | | | | | 1 | | | Deborah Black Former Vice President, Head of Engineering of Netflix, Inc. | 64 | 2023 | | | | | 0 | | | Susan L. Bostrom Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc. Incoming Lead Independent Director(1) | 63 | 2014 | | | | | 2 | | | Teresa Briggs Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant | 63 | 2019 | | | | | 3 | | | Jonathan C. Chadwick Former Executive Vice President, Chief Financial Officer and Chief Operating Officer of VMware, Inc. | 58 | 2016 | | | | | 3 | | | Paul E. Chamberlain Business Advisor & Investor; Former Managing Director and Co-Head of Global Technology Banking of Morgan Stanley | 60 | 2016 | | | | | 1 | | | Lawrence J. Jackson, Jr. Founder and Chief Executive Officer of gamma; Former Global Creative Director, Apple Music of Apple Inc. | 43 | 2020 | | | | | 0 | | | Frederic B. Luddy Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. | 69 | 2004 | | | | | 0 | | | Jeffrey A. Miller Chief Executive Officer of JAMM Ventures Lead Independent Director | 73 | 2011 | | | | | 0 | | | Joseph “Larry” Quinlan Former Global Chief Information Officer of Deloitte LLP | 61 | 2021 | | | | | 2 | | | Anita M. Sands Former Group Managing Director, Head of Change Leadership of UBS Financial Services | 47 | 2014 | | | | | 1 |

  3. Director Nominees

    (1) New Lead Independent Director appointment effective as of the 2024 Annual Meeting, subject to her re-election as director. (2) Reflects service on other public company boards.

  4. Director Nominees

    | | Member | | Chair |

  5. Director Nominees

    | 4 | |

  6. Compensation Discussion & Analysis Roadmap

    | PROPOSAL NO. 2 | | | | Advisory Vote to Approve Executive Compensation (“Say on Pay”) | | | | •After our 2023 Annual Meeting, we undertook an extensive shareholder engagement effort to understand shareholder concerns related to our executive compensation program. •Informed by shareholder feedback, we conducted a thorough evaluation of the full executive compensation program and made changes responsive to that feedback. •Changes include, among others, eliminating overlapping metrics in our annual and long-term incentive plans and lengthening the performance period for performance-based RSUs to three years. | | | | | The Board recommends a vote ”FOR” this proposal. | page 50 |

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | Director since: 2019 Age: 62 Committees: None Current Public Directorships: •Zoom Video Communications, Inc., a cloud video communications company Other Public Company Directorships (Past 5 Years): •Fisker Inc., an automotive technology company •Under Armour, Inc., a sporting goods company •ANSYS, Inc., a provider of engineering and simulation software and technologies •SecureWorks Corp., a provider of intelligence-driven information security solutions. | William R. McDermott | Chairman of the Board and Chief Executive Officer of ServiceNow, Inc. | | | Experience: •Chairman of the Board of ServiceNow, Inc. (October 2022-Present) •Chief Executive Officer of ServiceNow, Inc. (November 2019-Present) •President of ServiceNow, Inc. (November 2019-January 2023) •Chief Executive Officer of SAP SE (“SAP”), a multinational software company providing enterprise software (May 2014-October 2019) •Co-Chief Executive Officer of SAP (2010-2014) •Executive Board Member of SAP (2010-October 2019) •Chief Executive Officer of SAP America, Inc., SAP (2002-2010) •Executive Vice President of Worldwide Sales and Operations of Siebel CRM Systems, Inc. (2001-2002) •President of Gartner, Inc. (2000-2001) Education: Mr. McDermott studied Business Management at Dowling College, received his M.B.A from Northwestern University’s Kellogg School of Management and completed the Executive Development Program at the Wharton School of Business. | | | | Qualifications: The Board believes that Mr. McDermott’s management experience and business expertise, including his prior executive-level leadership and experience in scaling companies, as well as his past board service at a number of other publicly-traded technology companies, give him the operational expertise, breadth of knowledge and understanding of our industry that qualify him to serve as a member of the Board. | |

  9. Director Nominees

    | 2024 Proxy Statement | 15 |

  10. Director Nominees

    | Director since: 2023 INDEPENDENT Age: 64 Committees: Nominating and Governance Other Leadership Service: •Board Member, Computer Science & Engineering National Advisory Board, University of Michigan College of Engineering •Board Member, Parent Advisory Board, Stanford University •Board Member, IslandWood •Trustee and Board President, The Overlake School | Deborah Black | Former Vice President, Head of Engineering of Netflix, Inc. | | | Experience: •Vice President, Head of Engineering of Netflix, Inc., a media technology company (August 2021-October 2023) •Vice President, eCommerce Services of Amazon.com, Inc., an electronic commerce and cloud-computing company (October 2017-July 2021) •Various roles at Microsoft Corporation, a global technology company, including serving as a Corporate Vice President within the Windows Division (1992-2004) •Distributed systems researcher at Bell Northern Research, a telecommunications research and development company (1981-1991) Education: Ms. Black holds a B.S. degree in Computer Science and a M.S. degree in Computer Engineering from the University of Michigan. | | | | Qualifications: The Board believes that Ms. Black’s extensive technology, product, business and management experience at large publicly-traded technology companies gives her the appropriate skills to serve as a member of the Board. Ms. Black also brings to the Board a wealth of experience in the nonprofit sector. Ms. Black’s technology experience is important in overseeing ServiceNow’s innovation as it strives to become the defining enterprise software company of the 21st century. | |

  11. Director Nominees

    | 16 | |

  12. Director Nominees

    | Director since: 2014 INDEPENDENT Age: 63 Committees: Leadership Development and Compensation (Chair) Current Public Directorships: •Gitlab Inc., a software company •Samsara Inc., a cloud-based software company Other Public Company Directorships (Past 5 Years): •Nutanix, Inc., an enterprise cloud computing company •Cadence Design Systems, Inc., an electronic design software company | Susan L. Bostrom Incoming Lead Independent Director of ServiceNow, Inc. (effective at the 2024 Annual Meeting, subject to her re-election as director) | Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc. | | | Experience: •Executive Vice President, Chief Marketing Officer, Worldwide Government Affairs (and other executive positions) at Cisco Systems, Inc., a networking equipment provider (1997-2011) Education: Ms. Bostrom holds a B.S. degree in Business from the University of Illinois and an M.B.A. degree from the Stanford Graduate School of Business. | | | | Qualifications: The Board believes that Ms. Bostrom possesses specific attributes that qualify her to serve as a member of the Board, including her extensive experience and leadership roles in the technology industry, her knowledge of marketing, and her experience serving on the boards of directors of other publicly-traded technology companies. | |

  13. Director Nominees

    | 2024 Proxy Statement | 17 |

  14. Director Nominees

    | Director since: 2019 INDEPENDENT Age: 63 Committees: Audit (Chair) Current Public Directorships: •Snowflake Inc., a cloud-data platform company •DocuSign, Inc., a provider of electronic signature technology and digital transaction management services •Warby Parker Inc., an online retailer Other Public Company Directorships (Past 5 Years): •VG Acquisition Corp, a special purpose acquisition company | Teresa Briggs | Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant | | | Experience: •Vice Chair & West Region Managing Partner at Deloitte LLP (June 2013-August 2019) •Board of Directors of Deloitte USA LLP (January 2016-March 2019) •Served as San Francisco Managing Partner at Deloitte LLP (2011-2019) Education: Ms. Briggs holds a B.S. degree in Accounting from the University of Arizona, Eller College of Management. | | | | Qualifications: The Board believes that Ms. Briggs possesses specific attributes that qualify her to serve as a member of the Board, including her deep financial and strategic acumen. Further, Ms. Briggs’ financial expertise provides her with the necessary skills and experience to perform audit committee functions. | |

  15. Director Nominees

    | 18 | |

  16. Director Nominees

    | Director since: 2016 INDEPENDENT Age: 58 Committees: Audit Current Public Directorships: •Zoom Video Communications, Inc., a cloud video communications company •Samsara Inc., a cloud-based software company •Confluent, Inc., a data infrastructure company Other Public Company Directorships (Past 5 Years): •Elastic N.V., a search engine company •Cognizant Technology Solutions Corporation, an IT business services provider •F5 Networks, Inc., an application networking delivery company | Jonathan C. Chadwick | Former Executive Vice President, Chief Financial Officer and Chief Operating Officer of VMware, Inc. | | | Experience: •Director, advisor and private investor in various technology companies (April 2016-Present) •Executive Vice President, Chief Financial Officer and Chief Operating Officer at VMware, Inc., a virtualization and cloud infrastructure solutions company (2012-2016) •Chief Financial Officer of Skype, an internet communications company, and Corporate Vice President, Microsoft Corporation (after Skype acquisition) (2011-2012) •Executive Vice President and Chief Financial Officer of McAfee, Inc., a security technology company (2010-2011) •Various finance roles at Cisco Systems, Inc., a provider of communications and networking products and services (1997-2010) •Various accounting roles at Coopers & Lybrand LLP (1993-1997) Education: Mr. Chadwick holds a B.Sc. honors degree in Electrical and Electronic Engineering from the University of Bath, U.K., and is previously qualified as an ICAEW, ACA, Chartered Accountant. | | | | Qualifications: The Board believes that Mr. Chadwick’s extensive management experience and experience in the software industry give him the breadth of knowledge and valuable understanding of our industry to qualify him to serve as a member of the Board. Further, Mr. Chadwick’s depth of knowledge of financial and accounting issues, having spent over two decades in senior financial roles in the software industry, provides him with the necessary and desired skills and experience to perform audit committee functions. | |

  17. Director Nominees

    | 2024 Proxy Statement | 19 |

  18. Director Nominees

    | Director since: 2016 INDEPENDENT Age: 60 Committees: Audit; Leadership Development and Compensation Current Public Directorships: •TriNet Group, Inc., a provider of human resources and employee benefits solutions Other Public Company Directorships (Past 5 Years): •Veeva Systems Inc., a provider of life sciences cloud software Other Leadership Service: •Chair of the Strategic Advisory Committee, JobTrain, a vocational and life skills training group focused on the neediest in the Silicon Valley community •Adjunct Lecturer, Bendheim Center for Finance, Princeton University | Paul E. Chamberlain | Business Advisor & Investor; Former Managing Director and Co-Head of Global Technology Banking of Morgan Stanley | | | Experience: •President and Chief Executive Officer of PEC Ventures, LLC, which invests in and advises high-growth companies in the technology, health care and professional services sectors (2015-Present) •Managing Director (and various senior roles) at Morgan Stanley & Co. (1990-2015) Education: Mr. Chamberlain holds a B.A. degree in History, magna cum laude, from Princeton University and received an M.B.A. degree from Harvard Business School. | | | | Qualifications: The Board believes that Mr. Chamberlain’s track record in technology investment banking, his work in technology company investing and his expertise in advising on strategic transactions — as well as his board service at other publicly-traded technology companies — give him the breadth of knowledge and valuable understanding of our industry that qualify him to serve as a member of the Board. Further, Mr. Chamberlain’s financial expertise provides him with the necessary skills and experience to perform audit and compensation committee functions. | |

  19. Director Nominees

    | 20 | |

  20. Director Nominees

    | Director since: 2020 INDEPENDENT Age: 43 Committees: Nominating and Governance | Lawrence J. Jackson, Jr. | Founder and Chief Executive Officer, gamma; Former Global Creative Director, Apple Music of Apple Inc. | | | Experience: •Founder and CEO, gamma, a multimedia content creation, distribution and direct-to-consumer enterprise (2022-Present) •Global Creative Director, Apple Music at Apple Inc., a designer and manufacturer of electronic devices and related software and services (2014-2022) •Chief Content Officer at Beats Music (2014) •Executive VP, Interscope Geffen A&M at Universal Music Group, a subsidiary of Vivendi S.A., a French multinational media and telecommunications company (2011-2014) •President at A&R Arista Records (and various positions) at Sony Music (2000-2010) | | | | Qualifications: The Board believes that Mr. Jackson’s extensive consumer experience, innovative mindset and experience launching and overseeing successful consumer services bring unique dimensions to the Board and give him the appropriate set of skills that qualify him to serve as a member of the Board. | |

  21. Director Nominees

    | 2024 Proxy Statement | 21 |

  22. Director Nominees

    | Director since: 2004 Age: 69 Committees: None | Frederic B. Luddy | Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. | | | Experience: •Chairman of the Board of ServiceNow, Inc. (April 2018-October 2022) •Chief Product Officer of ServiceNow, Inc. (2011-2016) •Chief Executive Officer of ServiceNow, Inc. (2004-2011) •Founder of ServiceNow, Inc. (2004) •Chief Technology Officer of Peregrine Systems, Inc., an enterprise software company •Founder of Enterprise Software Associates, a software company •Boole and Babbage, Inc., a software company •Software Developer at Amdahl Corporation, an information technology company | | | | Qualifications: The Board believes Mr. Luddy’s experience as the founder of ServiceNow, his knowledge of software and the software industry, as well his executive level experience and expertise in software and hardware development give him the breadth of knowledge and leadership capabilities that qualify him to serve as a member of the Board. | |

  23. Director Nominees

    | 22 | |

  24. Director Nominees

    | Director since: 2011 INDEPENDENT Age: 73 Committees: Leadership Development and Compensation Other Leadership Service: •Trustee, Santa Clara University (2012-Present) | Jeffrey A. Miller | Chief Executive Officer of JAMM Ventures Lead Independent Director of ServiceNow, Inc. (since 2017) | | | Experience: •President and Chief Executive Officer of JAMM Ventures, a business consulting firm (2002-Present) •Venture Partner with Redpoint Ventures (2002-2006) •President and Chief Executive Officer of Documentum, Inc., a management information company (1993-2001) Education: Mr. Miller holds a B.S. degree in Electrical Engineering and Computer Science and an M.B.A. degree from Santa Clara University. | | | | Qualifications: The Board believes that Mr. Miller’s consulting and investment experience and his experience on the boards of directors of other publicly-traded companies in the information technology industry give him the appropriate set of skills that qualify him to serve as a member of the Board. | |

  25. Director Nominees

    | 2024 Proxy Statement | 23 |

  26. Director Nominees

    | Director since: 2021 INDEPENDENT Age: 61 Committees: Audit Current Public Directorships: •Jones Lang LaSalle, a real estate company •Booking Holdings Inc., a travel technology company | Joseph “Larry” Quinlan | Former Global Chief Information Officer of Deloitte LLP | | | Experience: •Global Chief Information Officer of Deloitte, LLP (“Deloitte”) (February 2010-June 2021) •Various roles at Deloitte, including US Firms CIO and National Managing Principal for Process Excellence (1998-2010) Education: Mr. Quinlan holds an M.B.A. degree from Baruch College, City University of New York and a B.S. degree in Industrial Management from the University of the West Indies. | | | | Qualifications: The Board believes that Mr. Quinlan’s extensive management and business experience, including serving as a chief information officer, at a global consulting and accounting firm with many publicly-traded technology company clients gives him the appropriate set of skills that qualify him to serve as a member of the Board. | |

  27. Director Nominees

    | 24 | |

  28. Director Nominees

    | Director since: 2014 INDEPENDENT Age: 47 Committees: Leadership Development and Compensation; Nominating and Governance (Chair) Current Public Directorships: •Nu Holdings Ltd., a digital banking company Other Public Company Directorships (Past 5 Years): •Symantec Corporation, a provider of security solutions •Pure Storage, Inc., a provider of enterprise flash storage solutions •iStar, Inc., a New York based real estate development company •Khosla Ventures Acquisition Co. II, a special purpose acquisition company | Anita M. Sands | Former Group Managing Director, Head of Change Leadership of UBS Financial Services | | | Experience: •Venture Partner at New Enterprise Associates, a venture capital firm (2022) •Group Managing Director, Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm (2012-2013) •Group Managing Director and Chief Operating Officer of UBS Wealth Management Americas at UBS Financial Services (“UBS”) (2010-2012) •Transformation Consultant, UBS Wealth Management Americas at UBS (2009-2010) •Managing Director, Head of Transformation Management at Citigroup N.A.'s Global Operations and Technology organization, Citigroup Inc. (2008-2009) •SVP Innovation and Process Design at RBC Financial Group (2006-2008) Education: Ms. Sands holds a B.S. degree in Physics and Applied Mathematics from The Queen's University of Belfast, Northern Ireland, a Ph.D. degree in Atomic and Molecular Physics from The Queen's University of Belfast, Northern Ireland and an M.S. degree in Public Policy and Management from Carnegie Mellon University. | | | | Qualifications: Our Board believes that Ms. Sands possesses specific attributes that qualify her to serve as a member of our Board, including her extensive experience and leadership roles in the financial services industry and her experience on the boards of directors of other publicly-traded technology companies. | |

  29. Director Nominees

    | 2024 Proxy Statement | 25 |

  30. Director Nominees

    | Board and Corporate Governance Matters |

  31. Director Nominees

    We are committed to strong corporate governance. Our governance practices provide an important framework within which the Board and management can pursue our strategic objectives.

  32. Corporate Governance Highlights

    | Robust Board Oversight and Structure •100% Independent Committee Members •Strong Lead Independent Director •Regular Executive Sessions of Independent Directors •Comprehensive Board Risk Oversight •Governance Committee Oversight of ESG Activities, Programs and Risks •Audit Committee Oversight of ESG Disclosure Controls and Cybersecurity Program •Rigorous Director Selection Process •Diverse Board | Close Alignment with Shareholder Interests •Ongoing Robust Shareholder Engagement Program •Performance-Based Incentives Tied to Shareholder Interests •Stock Ownership Guidelines for Directors and Executive Officers •Majority Voting Standard for Directors with Resignation Policy •Proxy Access Bylaws (3/3/20/20) •Detailed Disclosure of Individual Directors’ Skills and Diversity •Annual Say on Pay Vote | | Accountable Board and Executive Officers •Significant Portion of Compensation At-Risk for Our CEO and Executive Officers •Annual Board and Committee Self-Evaluation •Formal CEO Evaluation Process •Annual Executive Compensation Review | Safeguards •Prohibition on Hedging and Pledging •Multi-Year Vesting Requirements for all Equity Awards •No Section 280G Tax Gross-Ups •Clawback Policy •No Pension or Retirement Plan (other than our standard 401(k) plan) |

  33. Communication with Board of Directors

    | Director Compensation |

  34. Annual Cash and Equity Mix

    Annual Cash and Equity Mix

  35. Annual Cash and Equity Mix

    | 36 | |

  36. Equity Awards

    Equity Awards Each year on the date of our Annual Meeting, each continuing non-employee director is granted an RSU award with an aggregate grant date fair value of $325,000 based on the fair market value of our common stock on the date of grant. Directors were granted an annual RSU award on June 1, 2023, the date of our Annual Meeting. Each such annual RSU award will vest in full on the earlier of the first anniversary of the grant date or the date of the Company’s subsequent annual meeting, so long as such director continues to provide services to us through such date. If a director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred. Newly-elected or -appointed non-employee directors are granted an RSU award with an aggregate grant date fair value of $325,000 based on the fair market value of our common stock on the date of grant, immediately aligning director and shareholder interests. Such initial RSU awards vest in full on the date of our next Annual Meeting, so long as such director continues to provide services to us through such date. When a newly-appointed or elected non-employee director joins the Board other than at an annual meeting, such new director’s initial RSU award will be pro-rated based on the number of months served from the initial appointment or election until our next Annual Meeting. No non-employee director who is a former employee of the Company will receive an initial RSU award or an annual RSU award if that former employee director is still vesting in equity awards granted for prior service as a Company employee. All equity awards granted to non-employee directors accelerate and vest in full in the event of a change in control of the Company. In addition to the awards provided for above, non-employee directors are eligible to receive discretionary equity awards; however, no such discretionary equity awards were granted in 2023.

  37. Director Compensation - 2023

    Director Compensation - 2023 The following table provides information for the year ended December 31, 2023, regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for all or a portion of 2023. The table excludes Mr. McDermott, who did not receive separate compensation for his service as a director.

  38. Director Compensation - 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Deborah Black(2) | 31,710 | 351,552 | 383,262 | | Susan L. Bostrom(3) | 67,219 | 324,690 | 391,909 | | Teresa Briggs | 77,500 | 324,690 | 402,190 | | Jonathan C. Chadwick | 55,000 | 324,690 | 379,690 | | Paul E. Chamberlain(4) | 66,652 | 324,690 | 391,342 | | Lawrence J. Jackson Jr.(5) | 45,824 | 324,690 | 370,514 | | Frederic B. Luddy | 40,000 | 324,690 | 364,690 | | Jeffrey A. Miller(6) | 107,433 | 324,690 | 432,123 | | Joseph “Larry” Quinlan | 55,000 | 324,690 | 379,690 | | Anita M. Sands(7) | 70,125 | 324,690 | 394,815 |

  39. Director Compensation - 2023

    (1)Amounts listed under “Stock Awards” in the foregoing table represent the aggregate fair value computed as of the grant date of each restricted stock unit (“RSU”) award during 2023 in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC Topic 718”). The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs as disclosed in Note 2 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Each of our non-employee directors held outstanding RSU awards with respect to 598 shares of common stock as of December 31, 2023. Mr. Miller held 3,286 options to acquire our common stock. The table excludes Mr. McDermott, whose outstanding awards are reflected in the section titled “Executive Compensation Tables—2023 Outstanding Equity Awards at Fiscal Year End.” (2)Ms. Black was appointed to the Board effective April 25, 2023 and the Governance Committee effective July 25, 2023. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her retainer for service on our Board and Governance Committee. The amount reported under the “Stock Awards” column includes a pro-rated initial equity award, recognizing her service from April 25, 2023 until the 2023 Annual Meeting, in addition to the regular annual grant, as discussed below. (3)Ms. Bostrom assumed the role of Chair of the Compensation Committee and stepped down from the Governance Committee and her role as chair of that committee, all effective June 1, 2023. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her annual retainer for service as Governance Committee Chair and as Compensation Committee Chair. (4)Mr. Chamberlain was appointed to the Compensation Committee and stepped down from the Governance Committee, both effective July 25, 2023. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service on the Compensation Committee and the Governance Committee. (5)Mr. Jackson was appointed to the Governance Committee effective June 1, 2023. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service on the Governance Committee. (6)Effective June 1, 2023, Mr. Miller stepped down as Compensation Committee Chair, although he continues to serve as a member of the Compensation Committee. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his annual retainer for service as Compensation Committee Chair. (7)Ms. Sands was appointed to serve on the Compensation Committee, assumed the role of Chair of the Governance Committee and stepped down from the Audit Committee, all effective June 1, 2023. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her annual retainer for service on the Audit and Compensation Committees and as Governance Committee Chair.

  40. Director Compensation - 2023

    | 38 | |

  41. Director Compensation - 2023

    | Global Impact: Environmental, Social and Governance |

  42. Letter From the Leadership Development and Compensation Committee

    Letter From the Leadership Development and Compensation Committee We recognize, however, that we are building this company for the benefit of you, our shareholders. We have heard your objections to our compensation programs, and we have taken them seriously. We were very disappointed last year when shareholder support of our Say on Pay proposal was only 41 percent. Just as we listen to our customers to continually improve our product, we listened to you to improve our compensation programs. As you will read in the pages below, over the last year we have spoken to shareholders representing over 50 percent of our outstanding shares. As a result of your feedback, we have made the following changes in our 2024 compensation program: •We eliminated all overlapping metrics between our short-term and long-term incentive programs; •We increased the performance period for our long-term incentive program to be a full three-year period, following a one-year transition period; •We extended the vesting period for our long-term incentive PRSU awards so that they “cliff vest” after three years, following a one-year transition period; •We retained a relative performance metric in our long-term incentive awards; and •We have focused on making our Proxy Statement clearer and more readable so that you have an easier understanding of our programs. In addition, we have not modified any metrics in our short- or long-term awards or the Performance Option Awards issued in 2021. We continue to be aggressive in our compensation because we believe in our executive team, and our executive team continues to deliver exceptional shareholder value. Since Bill McDermott began as our CEO, our stock performance has nearly tripled that of our peer group and more than doubled that of the S&P 500. We attribute our success to the commitment of our executive team to creating and maintaining a culture of purpose, innovation and execution. We have accomplished much, and we remain excited for this next phase of the Defining Enterprise Software Company of the 21st Century. Thank you for your investment, support and your lasting commitment to the success of ServiceNow. Sincerely,

  43. Letter From the Leadership Development and Compensation Committee

    | Section 3 - Compensation Policies and Practices | 73 | | Compensation Timeline and Process | 73 | | Roles and Responsibilities | 73 | | Peer Companies | 75 | | Compensation Governance | 76 | | Stock Ownership Guidelines | 76 | | Compensation Recovery Policy (“Clawback”) | 76 | | Hedging and Pledging Prohibition | 77 | | Compensation Risk Assessment | 77 | | Impact of Taxation and Accounting Considerations | 78 | | Section 4 - NEO Employment Agreements | 79 | | Employment Agreements | 79 | | Treatment Upon Termination of Employment | 80 | | Treatment of 2021 PSO Awards Upon Change in Control | 81 | | Death Benefits | 82 |

  44. Why Vote “FOR” Say on Pay?

    | What We Heard | | | What We Did | | | Eliminate overlapping metrics in the annual cash incentive plan and performance-based RSUs (“PRSUs”) | | Eliminated overlapping metrics; NNACV metric in 2024 annual cash incentive plan only, previously in both annual cash incentive plan and PRSUs | | | Lengthen performance period for PRSUs | | Lengthened PRSU performance period to three years from one year, following a one-year transition period | | What We Also Heard | | | What We Also Did | | | Extend vesting period for PRSUs | | Extended PRSU vesting period to three year cliff vesting from three year ratable vesting, following a one-year transition period | | | Retain a relative measure in PRSUs | | Retained relative total shareholder return (“rTSR”) modifier in PRSUs | | | Avoid mid-year modification to executive compensation program metrics, including 2021 PSO Awards | | No mid-year modifications were made to 2023 executive compensation program metrics, including 2021 PSO Awards | | | Maintain commitment to no additional one-time equity awards to any NEO holding a 2021 PSO Award with an ongoing performance period, except in connection with promotions | | Maintained commitment to no additional one-time equity awards of any variety to any NEO holding a 2021 PSO Award with an ongoing performance period, except in connection with promotions | | | Provide an update on the 2021 PSO Awards payout | | Provided an update on the 2021 PSO Awards payout | | | Simplify and streamline CD&A disclosure | | Redesigned full Proxy Statement, including CD&A to enhance overall readability |

  45. Why Vote “FOR” Say on Pay?

    To transition to implementing the responsive changes outlined above, the Compensation Committee determined that additional modifications to our executive compensation program were needed to retain the program’s incentive and retentive characteristics in an intensely competitive market for top executive talent. These modifications were previewed with shareholders during our off-season engagement, who were broadly supportive and understanding of the rationale for the modifications and provided helpful feedback in shaping our final decisions: •Temporary transition period for PRSUs. For the 2024 PRSUs, we will use a transitional structure to mitigate significant disruptions to executives’ year-over-year pay, where one-third of the 2024 PRSUs will be determined based on (and vest following) a two-year performance period and the remaining two-thirds will be determined based on (and vest following) a three-year performance period. •Adjusted long-term incentive equity mix. The new long-term incentive equity mix for NEOs will consist of 60% PRSUs and 40% RSUs, from the previous mix of 80% PRSUs and 20% RSUs. This change facilitated the Compensation Committee's ability to lengthen the PRSU performance period to three years, while continuing the market-leading practice of having performance awards comprising more than a majority of the LTIP awards. •Aligned RSU and PRSU vesting. RSUs will now vest over three years (with back-loaded vesting) instead of four years, aligning to PRSU vesting period. We believe that these modifications, including the transition period, will facilitate a more seamless adjustment to the new program and ensure that our executives' interests remain aligned with the Company's long-term goals. Following the responsive changes to our program, the updated design in comparison to our current design is as follows.

  46. Annual Cash Incentive Plan

    Annual Cash Incentive Plan

  47. Annual Cash Incentive Plan

    | 2023 Design | Updated Design | | Financial Performance Metrics •NNACV (60%) •Non-GAAP subscription revenues (20%) •Non-GAAP operating margin (20%) Non-Financial Performance Goals •Assessment of individual performance against pre-established non-financial performance goals for the year aligned with key Company priorities | Financial Performance Metrics •NNACV (70%) •Non-GAAP operating margin (30%) Non-Financial Performance Goals •Assessment of individual performance against pre-established non-financial performance goals for the year aligned with key Company priorities | | Rationale •Eliminate overlapping metrics by moving non-GAAP subscription revenues from the annual cash incentive plan to become the new PRSU top-line metric •Majority NNACV weighting to emphasize top-line growth •Keep Non-GAAP operating margin, a bottom-line metric, to encourage operational efficiency and disciplined investment | |

  48. Annual Cash Incentive Plan

    | 2024 Proxy Statement | 55 |

  49. Long-Term Incentive Plan

    Long-Term Incentive Plan

  50. Long-Term Incentive Plan

    | 2023 Design | Updated Design | | PRSU Metrics •NNACV (70%) •FCF margin (30%) •rTSR vs S&P 500 over 3 years (as 20% modifier) | PRSU Metrics •Non-GAAP subscription revenues (100%) •rTSR vs S&P 500 over 3 years (as 20% modifier) | | Equity Mix •80% PRSUs, 20% RSUs | Equity Mix •60% PRSUs, 40% RSUs | | Measurement Period •PRSUs: •Financial metric performance period: 1 year •Vesting period: 3 years (ratable vest) •RSUs: •Vesting period: 4 years (vesting quarterly) | Measurement Period •PRSUs: •Financial metric performance period: 3 years(1) •Vesting period: 3 years (cliff vest)(2) •RSUs: •Vesting period: 3 years(3) | | Rationale •Eliminate overlapping metrics, by removing NNACV from the PRSUs, to address shareholder concerns •Lengthen PRSU measurement period to three years to emphasize long-term performance, following a transition in 2024 and address shareholder concerns •Use non-GAAP subscription revenues as a top-line metric that focuses on long-term customer satisfaction •Use 2024 transition period to mitigate significant disruptions to executives’ year-over-year take-home pay •Align equity mix to facilitate the lengthening of the PRSU performance period while ensuring a majority of equity remains subject to performance conditions •Keep rTSR modifier because it continues to be an objective and meaningful metric and aligns the interest of our executives with our shareholders | |

  51. Long-Term Incentive Plan

    (1) For 2024 PRSUs, as part of the transition structure, non-GAAP subscription revenues and rTSR performance will be measured over 2- and 3- year periods. (2) For 2024 PRSUs, as part of the transition structure, vesting will be 1/3 after 2 years and 2/3 after 3 years. (3) For 2024 RSUs, as part of the transition structure, vesting will be back-loaded with 10% after 1 year and 45% in each of years 2 and 3.

  52. Long-Term Incentive Plan

    | 56 | |

  53. CEO Compensation

    | | | | | | 2023 Target Compensation | 2023 Performance (% of Target)* | | | Base Salary: $1.35 million Annual Cash Incentive: $2.7 million Target annual cash incentive opportunity at 200% of his base salary Equity Award Value: $30 million | 112.6% NNACV 131.5% Non-GAAP Sub Rev 125.3% Non-GAAP Operating Margin 100% Free Cash Flow Margin | | Bill McDermott Chairman and Chief Executive Officer | | |

  54. Compensation Philosophy and Objectives

    | Attract and retain talent | | •attract, motivate and retain leaders of outstanding ability and potential in a competitive market for talent, to become the Defining Enterprise Software Company of the 21st Century | | Pay for performance | | •appropriately reward strong performance, motivate outperformance and meaningfully align our compensation program with the creation of short- and long-term value for shareholders •demand and reward the achievement of aggressive key performance targets | | Alignment with shareholders | | •incentivize long-term, sustained performance •demonstrate disciplined equity usage | | Recognize individual performance | | •ensure a program design that executives can understand and can appreciate the value relative to competing alternatives | | Consider the future of ServiceNow | | •manage the business to our purpose of making the world work better for everyone •reinforce our values, which serve to motivate our leaders to deliver the highest level of Company, team and individual performance |

  55. Building Our Compensation Program

    Building Our Compensation Program To execute our Compensation Philosophy, we utilize tools designed to retain, reward and motivate our executives for the short-term and the long-term. Our programs consist of: •A competitive base salary, designed to provide a fixed cash flow to attract and retain executives; •An annual cash incentive, designed to incentivize and reward executives for outstanding performance in the short term; •RSUs, designed to promote the stability and retention of our high-performing executives over the long term; •Performance-based RSUs, designed to incentivize and reward executives for achieving aggressive performance targets that we believe will create long-term growth for the enterprise and our shareholders; and •Performance Stock Options, designed to incentivize and provide outstanding rewards for achieving truly outstanding stretch performance targets that will create extraordinary returns to our shareholders.

  56. Overview of Key 2023 Compensation Elements

    | Pay Element | Form of Payment | Purpose | | Base Salary | Cash | •Market- and peer group- aligned compensation to attract and retain talent | | Annual Cash Incentive | Cash | •Performance-based annual program to complement dynamic, fast-moving nature of our business •Aligns to growth plan strategy and incentivizes achievement of pre-defined performance objectives •A diversified mix of rigorous metrics to drive growth and shareholder value creation | | Performance-based RSUs (80%) | Equity | •Incentivizes long-term shareholder value creation and strong sustained financial performance •Aligns to shareholder interests and long-term strategy •Multi-year vesting provides retention incentive •Discourages focus on short-term success | | Time-based RSUs (20%) | Equity | •Encourages behavior and initiatives that support sustained stock price growth and also acts an effective retention tool |

  57. Rationale for Metrics Underlying 2023 Performance-Based Compensation

    Rationale for Metrics Underlying 2023 Performance-Based Compensation The performance metrics applicable to the 2023 annual cash incentive and PRSUs under the ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan (“LTIP”) are strongly linked to our financial and operational performance and closely align executive compensation with short-term and long-term shareholder value creation. In addition, the individual component of the NEOs’ 2023 annual cash incentive payout considered progress on goals that advance our global impact vision and business strategy, including People and Culture.

  58. Rationale for Metrics Underlying 2023 Performance-Based Compensation

    | Metric/ Component | Rationale | Annual Cash Incentive Plan | LTIP (PRSUs) | | NNACV | Represents bookings from new customers and additional bookings from existing customers. It is an effective measure of our performance as the new business booked in a given year typically is subject to a three-year contract, which, when combined with renewal rates remaining at an industry-leading 98%, can be a reliable indicator of revenue and customer relationships for many years into the future. | | | | Non-GAAP Operating Margin | Measures the core profitability of our operations. This metric motivates more efficient performance and execution across all organizations and at all levels within the Company. | | | | Non-GAAP Subscription Revenues | Measures our success in attracting and retaining customers over time. This metric rewards renewing and expanding customer relationships, provides an indication of the long-term health of our business and customer satisfaction and is simple to understand. | | |

  59. Rationale for Metrics Underlying 2023 Performance-Based Compensation

    | Metric/ Component | Rationale | Annual Cash Incentive Plan | LTIP (PRSUs) | | People and Culture | As part of our ESG strategy, we designed our executive compensation program to motivate progress on our ESG and DEI initiatives, as described in “Global Impact: Environmental, Social and Governance.” Under our annual cash incentive plan, each NEO’s individual goals are designed to motivate the execution of our ESG strategy and ultimately our business strategy. | | | | Free Cash Flow Margin | Provides a measure of profitability and shows the cash we have after capital expenditures, expressed as a percentage of GAAP total revenues. This is an important indicator of how efficiently we are using capital and an appropriate performance motivator for our executive officers whose decisions can significantly impact this metric. | | | | 3-year rTSR | Measures our stock price performance against the S&P 500 index, beginning January 1 of the year a PRSU award is granted and ending December 31 of the third year after the grant date. This metric directly ties executive officer pay to long-term shareholder value creation. | | |

  60. Rationale for Metrics Underlying 2023 Performance-Based Compensation

    | The Compensation Committee approved an updated metric design for 2024, which eliminated the overlapping metrics in the annual cash incentive and PRSUs and lengthened the PRSU measurement period. For additional information, see “—Section 1- Executive Summary—Why Vote “FOR” Say on Pay?” |

  61. 2023 Annual Cash Incentive

    2023 Annual Cash Incentive Our NEOs are eligible for an annual cash incentive under our annual cash incentive plan, which provides NEOs with an opportunity to earn an annual cash incentive based on the Company’s achievement of specific annual performance goals. For 2023, the Compensation Committee selected annual performance goals, including Company financial performance metrics and non-financial performance goals that incentivize our NEOs to achieve our strategic objectives, support our culture and values and drive the Company’s long-term financial performance. The annual cash incentive opportunity for each NEO is directly linked to the achievement of these annual performance goals.

  62. 2023 Annual Cash Incentive

    | 62 | |

  63. Assessing Performance and Payout

    Assessing Performance and Payout The determination of 2023 annual cash incentives for our NEOs begins with the Compensation Committee’s assessment of financial performance metric achievement levels, which informs total annual cash incentive funding. The Compensation Committee then assesses NEO performance against Company financial performance and non-financial performance goals to determine our NEOs’ annual cash incentive payouts.

  64. Annual Cash Incentive Funding

    Annual Cash Incentive Funding As in prior years, the Compensation Committee chose NNACV, non-GAAP operating margin and non-GAAP subscription revenues as the financial performance metrics to determine annual cash incentive funding. The table below details the financial performance metrics and targets set by the Compensation Committee for purposes of determining annual cash incentive funding.

  65. Annual Cash Incentive Funding

    | Metric | Weight | Target | Calculation | | NNACV | 60% | $1,841 million | Annual value of all new contracts minus the annual value of all contracts that have expired and the reduction in annual value from contracts reduced in size or scope, excluding the impact of foreign exchange by applying the average foreign exchange rates in effect during December 2022. | | Non-GAAP Subscription Revenues | 20% | $8,500 million | Full year GAAP subscription revenues that exclude the impact of foreign exchange by applying the average foreign exchange rates in effect during December 2022. | | Non-GAAP Operating Margin | 20% | 25% - 27% | Full year GAAP operating margin, excluding stock-based compensation, amortization of purchased intangibles, legal settlements, and business combination and other related costs, as a percentage of total revenues, and excluding the impact of foreign exchange by applying the average foreign exchange rates in effect during December 2022. |

  66. Annual Cash Incentive Funding

    For any annual cash incentives to be payable, we must achieve a funding hurdle of at least 85% of target NNACV.

  67. Annual Cash Incentive Funding

    | Target NNACV x 85% | | Funding Hurdle | | $1,841 million NNACV x 85% | = | $1,565 million NNACV |

  68. Annual Cash Incentive Funding

    Upon achieving the funding hurdle, we assess each of the Company financial performance metrics against target financial performance as set forth in the table above. Potential achievement of the Company financial performance metrics range from 0% to 150%. Performance at the target level will result in a 100% funding, while the funding percentage would be 150% for performance at or above the maximum level and 50% at the threshold level. If performance is below the threshold level, no payment will be made for the particular metric.

  69. Annual Cash Incentive Funding

    | 2024 Proxy Statement | 63 |

  70. Annual Cash Incentive Funding

    The achievement calculation for each financial performance metric under the annual cash incentive plan is described in more detail below:

  71. Annual Cash Incentive Funding

    | | NNACV | | Non-GAAP Subscription Revenues | | Non-GAAP Operating Margin | | | | % of Target | Achievement %(1) | $ from Target | Achievement %(1) | Points from Midpoint of Target Range | Achievement %(1) | | Below Threshold | <85% | 0% | < -$97M | 0% | < -2.5pts | 0% | | Threshold | 85% | 50% | - $97M | 50% | -2.5pts | 50% | | Target | 100% | 100% | +/- $0M | 100% | -1.0 to +1.0pts | 100% | | Maximum | 110% | 150% | + $157M | 150% | 2pts | 150% |

  72. Annual Cash Incentive Funding

    (1)For performance between the threshold and target performance levels and between the target and maximum performance levels, the achievement level is determined on a straight-line basis proportional to the extent to which the performance objective is achieved. The results of the achievement of each metric are then weighted at levels predetermined by the Compensation Committee to promote execution against our growth plan and strategic corporate objectives. The following graphic sets forth the annual cash incentive total funding percentage based on the achievement level and weighting of each of the financial performance metrics:

  73. Annual Cash Incentive Funding

    | Funding | Company Financial Performance Metrics | Achievement (% of Target) | Weight | = | Total Funding | | | NNACV | 112.6%x | 60% | | 118.9% | | | Non-GAAP Subscription Revenues | 131.5%x | 20% | | | | | Non-GAAP Operating Margin | 125.3%x | 20% | | |

  74. Annual Cash Incentive Funding

    | Informed by shareholder feedback, in 2024, the Compensation Committee eliminated the overlapping metrics in the annual cash incentive and PRSUs. For additional information, see “—Section 1- Executive Summary—Why Vote “FOR” Say on Pay?” |

  75. Annual Cash Incentive Payout Percentage

    Annual Cash Incentive Payout Percentage After determining annual cash incentive funding, the Compensation Committee determines the total annual cash incentive payouts. For each NEO, at least 75% of the payout is determined based on the results of the financial performance metrics discussed above. The remaining 25% of the payout could be determined according to each NEO’s contribution relative to the achievement of non-financial performance goals. For each NEO, the Compensation Committee assesses their performance against the established non-financial performance goals for the year. To the extent that it determines one or more NEOs have not met the goals for the year, the Compensation Committee has the ability to exercise negative discretion to reduce, but not increase, the total payout for the NEO(s) by up to 25% based on their individual performance.

  76. Annual Cash Incentive Payout Percentage

    | 64 | |

  77. Non-Financial Performance Goals

    Non-Financial Performance Goals In January 2023, the Compensation Committee approved non-financial performance goals for our NEOs as a group that align with key Company priorities. Each goal and the results are described below.

  78. Non-Financial Performance Goals

    | Non-Financial Performance Goals | Achievement | | Customer experience and value realization •Meet or beat gross retention rate plan •Meet or beat net promoter score plan | •Exceeded gross retention rate plan •Maintained promoter score | | New Logos •Meet or beat new logos plan | •Exceeded new logos plan | | Product Quality •Beat planned customer product quality feedback levels | •Exceeded planned customer product quality feedback levels | | People and Culture •Meet or beat planned Employee Voice Survey engagement score •Meet or beat DEI goals to increase percentage of employees who are women and underrepresented groups (“URG”) •Progress towards carbon neutrality and renewable electricity goals •Meet or beat planned volunteering and giving participation | •Exceeded planned Employee Voice Survey engagement score •Exceeded percentage of women and women in leadership goals •Increased percentage of URG and URG in leadership positions •Continued progress towards carbon neutrality and renewable electricity, see “Global Impact: Environmental, Social and Governance” section above •Exceeded planned volunteering and giving participation |

  79. Non-Financial Performance Goals

    Based on the Compensation Committee’s evaluation of the non-financial performance goals, it determined not to reduce the total annual cash incentive payout at 118.9% of the target annual cash incentive amount for each NEO.

  80. Non-Financial Performance Goals

    | | Total Funding (118.9%) | | | | | Payout | Company Financial Performance Metrics (75-100% of payout) | | | Total Annual Cash Incentive Payout 118.9% | | | •NNACV •Non-GAAP Subscription Revenues •Non-GAAP Operating Margin | Non-Financial Performance Goals (potential up to -25% adjustment) •Customer experience and value realization •New logos •Product quality •People and culture | = | |

  81. Non-Financial Performance Goals

    | 2024 Proxy Statement | 65 |

  82. 2023 Annual Cash Incentive Plan Target and Payout Results for each NEO

    2023 Annual Cash Incentive Plan Target and Payout Results for each NEO At the beginning of each year, the Compensation Committee determines the target annual cash incentive opportunity as a percentage of base salary for each of our NEOs. For 2023, the Compensation Committee determined not to make any changes to the target annual cash incentive target percentage for each of our NEOs as compared to the prior year.

  83. 2023 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer | Annual Cash Incentive Target (% of Base Salary) | Annual Cash Incentive Target | | Mr. McDermott | 200% | $2,700,000 | | Mr. Desai | 100% | $950,000 | | Ms. Mastantuono | 100% | $800,000 | | Mr. Smith | 100% | $675,000 | | Ms. Canney | 100% | $650,000 |

  84. 2023 Annual Cash Incentive Plan Target and Payout Results for each NEO

    The total payout percentage of 118.9% is then applied to the 2023 actual annual cash incentive targets to arrive at the actual cash incentive earned by each of our NEOs for 2023 as set forth below. These amounts were paid in March 2024.

  85. 2023 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer | 2023 Actual Annual Cash Incentive Target(1) | | | 2023 Actual Annual Cash Incentive Earned | | Mr. McDermott | $2,651,507x | 118.9% Annual Cash Incentive Payout | = | $3,152,642 | | Mr. Desai | $941,918 | | | $1,119,940 | | Ms. Mastantuono | $791,918 | | | $941,590 | | Mr. Smith(2) | $634,695 | | | $792,643 | | Ms. Canney | $633,836 | | | $753,631 |

  86. 2023 Annual Cash Incentive Plan Target and Payout Results for each NEO

    (1)The actual annual cash incentive amount is based on each NEO’s base salary and annual cash incentive target percentage applicable during the year and is prorated for changes occurring during the year. (2)Mr. Smith’s actual cash incentive earned was paid out in British Pound Sterling (“GBP”), and amounts were converted to USD at the December 31, 2023 rate of 1 USD to 0.8045 GBP for presentation purposes.

  87. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan Our NEOs are eligible for a long-term incentive award under the LTIP. The long-term incentive awards (“LTI awards”) consist 80% of performance-based restricted stock units that vest over three years and 20% of time-based restricted stock units that vest over four years. The Compensation Committee believes that having at least a majority of our LTI awards consist of PRSUs supports a high-performance culture that rewards sustained value creation in alignment with shareholder interests. For 2023, the Compensation Committee determined to increase total target LTI awards for our NEOs to retain a high-performing and sought-after executive team in a highly competitive market. Each NEO's LTI award is based on the scope of their role, individual performance and internal equity, among other factors.

  88. 2023 Long-Term Incentive Plan

    | LTIP | = | PRSUs (80% of LTIP) | + | RSUs (20% of LTIP) |

  89. 2023 Long-Term Incentive Plan

    | In connection with changes made to be responsive to shareholder feedback, the Compensation Committee updated the LTIP equity mix, beginning with incentives granted in 2024. For additional information, see “—Section 1- Executive Summary—Why Vote “FOR” Say on Pay?” |

  90. 2023 Long-Term Incentive Plan

    | 66 | |

  91. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units The PRSUs are a critical element of our executive compensation program. In January 2023, the Compensation Committee approved PRSU awards for each of our NEOs that incorporate aggressive performance targets designed to promote execution against our growth plan and strategic corporate objectives. The PRSU award performance metrics consist of NNACV and free cash flow margin. The PRSUs are earned based on actual performance relative to the targets set forth below and vest ratably over a three-year period with the last scheduled vesting subject to adjustment based on the Company’s three-year total shareholder return relative to that of the S&P 500 Index (“rTSR modifier”). The weight, calculation and target for each metric and the rTSR modifier are summarized below.

  92. Performance-Based Restricted Stock Units

    | Metric | Weight | Target | Calculation | | NNACV | 70% | $1,841 million | NNACV is the annual value of all new contracts minus the annual value of all contracts that have expired and the reduction in annual value from contracts reduced in size or scope, excluding the impact of foreign exchange by applying the average of foreign exchange in effect during December 2022. | | FCF Margin | 30% | 29% - 31% | Full year free cash flow margin is calculated as GAAP net cash provided by operating activities plus cash paid for legal settlements, repayments of convertible senior notes attributable to debt discount and business combination and other related costs including compensation expense, reduced by purchases of property and equipment, as a percentage of total revenues, excluding the impact of foreign exchange by applying the average foreign exchange rates in effect during December 2022. | | Modifier | Adjustment | Target | Calculation | | 3-year rTSR | Downward or upward adjustment to final vesting to be between 0% - 20% of Eligible Shares | 55th Percentile | Three-year rTSR ranks our TSR against the TSR of companies comprising the S&P 500 index, starting January 1 of the year the PRSU award is granted and ending December 31 of the third year after the grant date. |

  93. Determining PRSUs Eligible to Vest

    | Performance Metrics | NNACV (Weighted 70%) | + | FCF Margin (Weighted 30%) | = | Eligible Shares |

  94. Determining PRSUs Eligible to Vest

    The PRSUs vest over three years on five separate vesting dates. The number of shares that vest on the first four vesting dates is determined based on the number of Eligible Shares. The vesting schedule applicable to the first four vesting dates is as follows: 30% of the Eligible Shares vested after the first year on February 17, 2024, 15% of Eligible Shares vest semiannually in year two on each of August 17, 2024 and February 17, 2025, and 20% of Eligible Shares vest on August 17, 2025. The number of shares, if any, that will vest on the final vesting date (February 17, 2026) is determined based on the rTSR modifier, as shown in Step 2 below.

  95. Determining PRSUs Eligible to Vest

    | | | | | | | | Final Eligible Shares | | | | | | | rTSR Modifier | | | | | Eligible Shares | | | | | | | | | 30% | 15% | 15% | 20% | +/-20% | | | | Vesting Period | 1st Vest | 2nd Vest | 3rd Vest | 4th Vest | Final Vesting | | | | | | | | | | | | | Final Vesting | •3 years to determine Final Vesting •Based on TSR of Now vs. S&P 500 +/- 20% of Eligible Shares | | | | | | |

  96. 2023 PRSU Achievement

    | | NNACV (70% weight) | | FCF Margin (30% weight) | | | | % of Target | Achievement %(1) | Points from midpoint of Target Range | Achievement %(1) | | Below Threshold | <85% | — | < -2.5pts | — | | Threshold | 85% | 50% | -2.5pts | 50% | | Target | 100% | 100% | -1.0 to +1.0pts | 100% | | Maximum | 120% | 200% | 2.5pts | 200% |

  97. 2023 PRSU Achievement

    | Performance Metrics | Achievement (% of Target) | Weight | = | Payout % | | NNACV | 112.6%x | 70% | | 108.8% | | FCF Margin | 100.0%x | 30% | | |

  98. 2023 PRSU Achievement

    | 3- Year rTSR Ranking | % Adjustment to Eligible Shares of Final Vesting to Determine Final Eligible Shares(1) | Number of Shares Vesting on Final Vest Date(1) | | ≤ 40th Percentile | 80% | — | | 55th Percentile | 100% | 20% of the Eligible Shares | | ≥ 80th Percentile | 120% | 40% of the Eligible Shares |

  99. 2023 PRSU Eligible Shares

    (1)The amounts reported represent the February 15, 2023 grant date fair value of the target PRSUs as computed in accordance with ASC Topic 718, which excludes the impact of estimated forfeitures related to performance-based and service-based vesting conditions and does not correspond to the actual economic value that may be received by the NEOs from the equity awards. (2)All awards were granted effective as of February 15, 2023. Consistent with our standard practice, the equity awards were granted to our NEOs on February 15, 2023, based on a ratio of LTIP target values to shares according to the 20-trading day average closing price of our stock ending on the third trading day prior to the grant date. (3)Any adjustment to Eligible Shares to arrive at the amount of Final Eligible Shares will be determined after the three-year rTSR measurement period ends December 31, 2026.

  100. Restricted Stock Units

    Restricted Stock Units The Compensation Committee believes RSUs are an important component of our LTI awards because they encourage behavior and initiatives that support sustained stock price growth while helping us retain high-caliber executives who are critical to the successful execution of our business strategy. The following RSUs were granted to our NEOs under the 2023 LTIP and are subject to quarterly vesting over four years.

  101. Restricted Stock Units

    | Named Executive Officer | Restricted Stock Unit Award (number of shares) | Restricted Stock Unit Award (grant date fair value)(1) | | Mr. McDermott | 13,311 | $6,175,106 | | Mr. Desai | 7,987 | $3,705,249 | | Ms. Mastantuono | 5,103 | $2,367,333 | | Mr. Smith | 6,212 | $2,881,809 | | Ms. Canney | 3,106 | $1,440,904 |

  102. Restricted Stock Units

    (1)The amounts reported represent the February 15, 2023 grant date fair value of the RSUs, as computed in accordance with ASC Topic 718, which excludes the impact of estimated forfeitures related to service-based vesting conditions. The amounts reported reflect the accounting cost for the equity awards and do not correspond to the actual economic value that may be received by the NEOs from the equity awards.

  103. 2021 PRSU rTSR Performance Results

    2021 PRSU rTSR Performance Results The final vesting of our 2021 PRSU awards granted to our NEOs was based on rTSR for the three-year period ended December 31, 2023. The method of determining the final vesting is consistent with the design of the 2023 PRSUs; see the 2023 PRSU achievement calculation discussed in the “—Performance-Based Restricted Stock Units” section above. Based on this criteria, the Compensation Committee determined that the Company’s three-year rTSR ranked at the 55.44th percentile against the TSR of companies comprising the S&P 500 index, which results in the 2021 PRSU rTSR modifier performance at 100.35% of target. The number of Final Eligible Shares and final shares vesting for each NEO with respect to the 2021 PRSU awards are shown below.

  104. 2021 PRSU rTSR Performance Results

    | Named Executive Officer | Total Eligible Shares | | | Final Eligible Shares | | Eligible Shares Already Vested | | Final Vesting (shares vesting on final vesting date) | | Mr. McDermott | 48,791x | 100.35%(1) rTSR Modifier Performance | = | 48,962 | - | 39,033 | = | 9,929 | | Mr. Desai | 30,494 | | | 30,601 | | 24,393 | | 6,208 | | Ms. Mastantuono | 18,297 | | | 18,361 | | 14,636 | | 3,725 | | Mr. Smith | 4,224 | | | 4,239 | | 3,377 | | 862 | | Ms. Canney | 8,447 | | | 8,477 | | 6,758 | | 1,719 |

  105. Compensation Timeline and Process

    | Our Compensation Committee makes decisions regarding our executive compensation program based on a robust annual review cycle. Our Compensation Committee designs, implements and approves our executive compensation program and incentive payouts based on our evaluation of Company and individual performance. It is important to consider the timing of our compensation decisions and which performance period informs those decisions. For example: •Annual cash incentive awards reported for 2023 were decided in January 2024 and reflect Company and individual performance in 2023. For more detail, please see “—Section 2- Executive Compensation Program—2023 Annual Cash Incentive;” and •LTI Awards reported for 2023 were granted in February 2023 and reflect the individual’s potential to drive future growth. For more detail, please see “—Section 2- Executive Compensation Program—2023 Long-Term Incentive Plan.” | | | | January - June | June - December | January of the following year | | •Review and determine new year’s equity budget •Review and determine new year’s executive compensation program design, including company financial and non-financial performance goals | •Evaluate progress toward financial and non-financial performance goals •Determine peer group •Develop next year’s executive compensation program design based on Annual Meeting results, shareholder feedback and Compensation Consultant reports on peers and trends | •Review year-end company financial and non-financial performance •Approve executive compensation awards for the CEO and other NEOs based on performance assessment |

  106. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the consultant’s performance. As part of the review process, the Compensation Committee considers the independence of the consultant in accordance with SEC and NYSE rules.

  107. Role of Compensation Consultant

    | 2024 Proxy Statement | 73 |

  108. Role of Compensation Consultant

    For 2023, our Compensation Committee retained Compensia, Inc., a compensation consulting firm, to assist in developing our executive compensation program. Compensia representatives met informally with the Chair of the Compensation Committee and formally with the Compensation Committee during its regular meetings, including in executive sessions from time to time without management present. Compensia worked directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities. During 2023, Compensia performed the following services for the Compensation Committee: •Assisted in the review of, and update to, the compensation peer group; •Provided compensation data and analysis based on similarly-situated executive officers at our compensation peer group companies; •Reviewed the base salaries and short- and long-term incentive compensation program practices based on similarly-situated companies; •Advised on non-employee director compensation, including based on compensation data and analysis of our peer group companies and compensation limits; •Updated the Compensation Committee on say on pay results, regulatory developments, emerging executive compensation trends and best practices; and •Supported compensation-related disclosures, including review of the Compensation Discussion & Analysis. Compensia, which maintains a policy specifically designed to prevent conflicts of interest, does not provide us any other services. In addition, Company management separately retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise on the structure and design of the Company’s 2023 executive compensation program. While the Compensation Committee did not directly retain FW Cook, it considered the independence of FW Cook in accordance with SEC and NYSE rules, including that FW Cook had been retained by management to advise on the 2023 executive compensation program.

  109. Role of Compensation Consultant

    | 74 | |

  110. Peer Companies

    Peer Companies The Compensation Committee annually reviews and revises our compensation peer group. These peer companies consist of technology companies with similar business models that compete with us for executive talent, are located in the Bay Area or other key technology hubs, and have similar revenues and market capitalization. In July 2022, the Compensation Committee reevaluated our peer group (the “2023 Peer Group”), which positioned us at the 43rd percentile on revenue (ninth among our 14 peers) and 79th percentile on market capitalization (4th among our 14 peers) and, taking into account Compensia’s review and recommendation, made adjustments noted below to ensure continued alignment with our selection criteria and approved the peer group (the “2024 Peer Group”). The resulting peer group positions us at the 47th percentile on revenue (ninth among our 15 peers) and 73rd on market capitalization (5th among our 15 peers). (1) Twitter, Inc. was acquired October 2022, but remained a part of the 2023 Peer Group given its public compensation information continued to serve as a helpful data point for the relevant period. (2) VMware, Inc. was acquired November 2023, but remains a part of the 2024 Peer Group given its public compensation information continues to serve as a helpful data point for the relevant period. In addition, as a reference, the Compensation Committee reviewed the compensation practices of Alphabet Inc., Amazon.com Inc., Apple Inc., Microsoft Corporation and Oracle Corporation (the “Supplemental Reference Group”) as part of our 2023 compensation setting process because we compete for the same executive talent and our executives are frequently and aggressively recruited by these companies. The Compensation Committee did not include these companies in the 2023 Peer Group, however, given their larger scale, but determined it was appropriate to include Oracle Corporation in the 2024 Peer Group because our market capitalization has grown and Oracle Corporation is in the same systems software sub-industry as us. While the Compensation Committee takes into account compensation practices among our peer group, the Compensation Committee uses this information as one of many factors in its deliberations on pay practices and does not benchmark compensation levels to specific percentiles. The Compensation Committee reviews the compensation data drawn from our peer group, in combination with industry-specific compensation survey data and the Supplemental Reference Group, to develop a representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluates how our pay practices and the compensation levels of our NEOs compare to the competitive market. As part of this evaluation, the Compensation Committee also reviews the performance metrics and performance goals generally used within the competitive market to reward performance.

  111. Peer Companies

    | 2024 Proxy Statement | 75 |

  112. Compensation Governance

    | What We Do | What We Do Not Do | | Pay for performance Target a significant portion of total annual compensation at-risk Use rigorous performance goals Incorporate ESG considerations Engage shareholders at least twice a year Maintain stock ownership guidelines for executive officers and directors Require multi-year vesting for all equity awards Conduct annual compensation risk assessment Review peer group annually Conduct annual say on pay vote | Offer pension or retirement plans other than standard 401(k) offered to all employees Provide guaranteed annual cash incentives Offer excessive executive perquisites Provide Section 280G tax gross-ups Approve single-year vesting on equity awards Offer “single-trigger” CIC payments or acceleration of equity awards Discount stock options or reprice underwater options Allow hedging or pledging | | Maintain a “clawback” policy Maintain an independent compensation advisor | |

  113. Compensation Risk Assessment

    | What We Do | | Mix of fixed and variable components in compensation program The fixed (base salary) component of our compensation program is designed to provide income independent of our stock price performance so that our employees will not focus exclusively on short-term stock price performance to the detriment of other key business metrics and creating long-term value for our stakeholders. The variable (annual cash incentive and equity) components of compensation are designed to reward both short- and long-term Company performance and individual performance, which we believe also discourages actions that focus only on short-term success. Performance-based elements of our compensation program are a sufficient percentage of overall compensation to motivate our executives and other employees to pursue superior short- and long-term corporate results, while the fixed element is also sufficient to discourage the taking of unnecessary or excessive risks in pursuing such results. | | Strict internal controls over measurement and calculation of our performance metrics These controls are designed to minimize the risk of manipulation by any employee, including our executive officers. Our performance metrics combined with our internal controls are designed to limit the ability of our executive officers to be rewarded for taking excessive risks and deter our executive officers from pursuing any one measure to the detriment of our overall financial performance. In addition, all of our employees are required to comply with our Code of Ethics, which covers, among other things, accurate record keeping. | | Equity award policy and stock ownership guidelines Our equity award policy governs the process by which equity grants may be approved, including either directly by our Compensation Committee or through delegated authority by the Plan Grant Administrator, Mr. McDermott. Our Compensation Committee periodically reviews our equity award policy and the equity grants approved by Mr. McDermott. In addition, equity grants to Section 16 officers and certain equity grants to other employees reporting to Mr. McDermott must be approved by the Compensation Committee. We maintain stock ownership guidelines for executive officers and non-employee directors to support these individuals acting as owners of the Company. | | Insider Trading Policy Our insider trading policy prohibits our executive officers, non-employee directors and our employees from purchasing our securities on margin, borrowing against any account in which our securities are held, or pledging our securities as collateral for any purpose. Our insider trading policy also prohibits such individuals from engaging in any hedging or offsetting transaction designed to hedge or offset a decrease in the market value of our securities. | | Clawback Policy In 2023, the Compensation Committee adopted a new clawback policy that complies with new SEC rules and NYSE Listing Standards. We also maintain a policy that grants the Board authority to demand the repayment of any performance-based cash or equity compensation paid to our executive officers where the payments were predicated upon the achievement of financial results that were subsequently found to be based on fraud or intentional misconduct and that lead to a restated financial statement. |

  114. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and members of our Board who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she may owe as a result of the application of Sections 280G or 4999 of the Code during 2023, and we have not agreed, and are not otherwise obligated, to provide any executive officer with such a “gross-up” or other reimbursement payment.

  115. Section 4 - NEO Employment Agreements

    Section 4 - NEO Employment Agreements We entered into an employment agreement with each NEO to induce them to join the Company. Each NEO employment agreement provides for “at will” employment and sets forth initial terms and conditions of employment, including base salary, target annual bonus opportunity, standard employee benefit plan participation, a recommendation for an initial grant of equity awards, opportunities for post-employment compensation and vesting acceleration terms. These agreements also provide for certain severance payments and benefits under specified circumstances. NEO offers of employment were each subject to the NEO’s execution of the Company’s standard proprietary information and invention assignment agreement. A summary of the material terms and conditions of our employment and change in control agreements with our NEOs follows.

  116. Employment Agreements

    Employment Agreements

  117. Mr. McDermott

    Mr. McDermott On October 21, 2019, we entered into an employment agreement with Mr. McDermott to serve as our President and Chief Executive Officer starting November 18, 2019. In hiring Mr. McDermott, the Board of Directors approved an employment agreement with an initial term of five years. Mr. McDermott’s employment agreement provides for an initial annual base salary subject to review by the Compensation Committee at least annually and a target annual cash bonus opportunity based on his performance relative to one or more performance objectives established each year by the Compensation Committee. The Board approved a fiscal year LTI award and certain one-time equity awards and payments in connection with hiring Mr. McDermott, of which the following remain outstanding: •a new hire RSU award representing 63,925 shares of common stock (the “New-Hire RSU”), which will become fully vested in November 2024; •a new hire performance-based stock option to purchase 160,646 shares of common stock, which vests only if both time-vesting and performance-vesting conditions are satisfied (the “New-Hire Option”). The time-vesting condition for the New-Hire Option is satisfied over five years, with 20% time-vesting on a one year cliff and the remainder time-vesting in 48 substantially equal monthly installments thereafter, such that 81.67% of the New-Hire Option was time-vested as of December 31, 2023. For the New-Hire Option to vest, aggressive stock price performance targets set when the New-Hire Option was granted are required to be met (the “McDermott Option Performance Condition”). The McDermott Option Performance Condition has been satisfied with respect to the portion of the New-Hire Option that was time-vested as of December 31, 2023. For the portion of the New-Hire Option scheduled to time-vest in 2024, the average daily closing stock price of our common stock on the NYSE for the 20-business day period ending on the trading day immediately prior to each such time-vesting date must be at least $399.47 (i.e., 50% higher than the New-Hire Option’s exercise price) to satisfy the McDermott Option Performance Condition. To the extent any shares subject to the New-Hire Option do not vest on any vesting date as a result of the McDermott Option Performance Condition not being satisfied, such shares will roll forward and all accrued shares will vest on the next vesting date on which the McDermott Option Performance Condition is satisfied, provided that Mr. McDermott remains employed as our CEO through such date, subject to the acceleration provisions described in his employment agreement; and •a contingent payment with respect to Mr. McDermott’s vested right to receive certain payments under a long-term incentive plan from his previous employer over a four-year period beginning in 2020 (the “LTIP Make-Whole Payment”). Should Mr. McDermott’s previous employer not make the required payments within thirty (30) days, after a formal demand by Mr. McDermott to ServiceNow for payment, ServiceNow was generally required to pay Mr. McDermott a cash amount equal to the difference between the payment required to be made to Mr. McDermott and the amount he actually received. Further, as previously disclosed, the Company previously paid $3,900,000 to restore the benefit to Mr. McDermott of a payment that his prior employer refused to make as compensation for certain non-competition undertakings (the “Non-Competition Make-Whole Payment”). The total of the Non-Competition Make-Whole Payment and any and all LTIP Make-Whole Payments was not permitted to exceed $21,115,498 in the aggregate. As of December 31, 2023, the Company had paid a total of approximately $11.7 million in Non-Competition Make-Whole Payments and LTIP Make-Whole Payments to Mr. McDermott, and there will be no additional payments under such provisions.

  118. Mr. McDermott

    Termination of Employment in Connection with a Change in Control: If Mr. McDermott’s employment with us is terminated without Cause or for Good Reason within the period beginning three months prior to and ending 12 months following a Change in Control, then Mr. McDermott will be entitled to receive a lump sum payment equal to 24 months of his then-current base salary, a lump sum payment equal to 100% of his Target Bonus for the then-current fiscal year, 18 months of COBRA premiums, acceleration in full of any then-unvested shares subject to the New-Hire RSU, acceleration in full of any then-unvested shares subject to the New-Hire Option to the extent the Performance Condition has been achieved upon the Change in Control or is achieved during any post-Change in Control period prior to his termination, acceleration in full of any then-unvested shares subject to his 2021 PRSU award, 2022 PRSU award and 2023 PRSU award to the extent of achievement of (a) the performance metrics during the first fiscal year of the terms of the respective awards and (ii) the three year rTSR component and acceleration in full of any then-unvested shares subject to any additional outstanding equity awards, excluding the 2021 PSO Award (discussed separately below) and any future PRSU awards unless otherwise provided by the terms of such grants. Treatment upon a Change in Control: In addition to the rights described above, in the event of a Change in Control, if the New-Hire RSU or the New-Hire Option are not assumed, continued or substituted in the Change in Control, then the vesting of the New-Hire RSU will accelerate in full immediately prior to the Change in Control, the New-Hire Option will accelerate in full immediately prior to the Change in Control to the extent the McDermott Option Performance Condition has been achieved upon the Change in Control, and any other unvested equity will be treated as set forth in the applicable award agreements.

  119. Mr. Desai, Ms. Mastantuono, Mr. Smith, and Ms. Canney

    Mr. Desai, Ms. Mastantuono, Mr. Smith, and Ms. Canney Severance upon a termination of employment by us without Cause or by the NEO for Good Reason includes:

  120. Mr. Desai, Ms. Mastantuono, Mr. Smith, and Ms. Canney

    | | Termination – By the Company without Cause/By NEO for Good Reason other than in connection with a Change in Control | Termination – By the Company without Cause/By NEO for Good Reason in connection with a Change in Control | | Salary | Lump sum payment equal to six months of base salary | Lump sum payment equal to six months of base salary | | Bonus | Lump sum payment equal to 50% of Actual Bonus | Lump sum payment equal to 50% of Target Bonus (100% for Ms. Mastantuono and Ms. Canney) | | COBRA/Health Coverage | Six months of premiums (health care coverage for Mr. Smith) for the NEO and the NEO’s dependents or reimbursement thereof | Six months of premiums (health care coverage for Mr. Smith) for the NEO and the NEO’s dependents or reimbursement thereof | | Equity Acceleration | None | Acceleration of 100% of the number of then-unvested shares subject to equity grants excluding the PSO Awards |

  121. Treatment of 2021 PSO Awards Upon Change in Control

    Treatment of 2021 PSO Awards Upon Change in Control Upon a change in control, then-unvested options to purchase shares of common stock granted pursuant to the 2021 PSO Awards will not automatically fully accelerate. Rather, in connection with a change in control, the subscription revenues thresholds will be disregarded and achievement of the stock price thresholds will be measured using the per share common stock price (plus the per share of common stock value of any other consideration) received by the shareholders in the change in control. Any such resulting “achieved” shares and, in the case of a change in control prior to the two-year anniversary of the applicable grant date (“Two-Year Cliff”), any previously achieved shares, will vest on the change in control. The Two-Year Cliff will not apply to previously-achieved shares in the event of an NEO’s death or permanent disability.

  122. Treatment of 2021 PSO Awards Upon Change in Control

    | 2024 Proxy Statement | 81 |

  123. Death Benefits

    Death Benefits Consistent with our policies applicable generally to our employees, if a NEO dies, the NEO’s beneficiary is eligible to receive: •a lump-sum payment equal to his or her then-annual base salary for a period of six months from the date of death; •a lump-sum payment equal to 100% of his or her then-annual bonus target, prorated for the date of death, less any payouts already earned and received in that bonus period; •a lump-sum payment equal to 100% of the greater of either his or her then-annual (i) target, or (ii) actual commission earnings, prorated for date of death, less any commission payouts already earned and received; •health insurance premiums for the NEO’s eligible dependents under our group health insurance plans as provided under COBRA (or similar programs for employees based outside of the United States) for 12 months following the date of the NEO’s death; and •the acceleration of eligible outstanding equity awards based on certain conditions outlined in our Equity Award Policy, as described below. •Options and RSUs subject solely to time-based vesting conditions that are unvested as of the employee's date of death shall accelerate as to all the unvested shares subject thereto, effective upon the NEO's date of death. •PRSUs with respect to which the applicable performance period has concluded prior to the NEO's date of death shall accelerate as to all the shares that are eligible to vest based on the Board or Compensation Committee's determination of actual achievement of the applicable performance-based vesting condition, effective upon the later of the NEO's date of death or such determination of actual achievement of the performance-based vesting conditions. •PRSUs with respect to which the applicable performance period has not concluded prior to the NEO's date of death shall accelerate as to all the shares that are eligible to vest based on (i) the Board of Compensation Committee's determination of actual achievement of the performance-based vesting conditions applicable to a performance period that has concluded prior to or on the employee's date of death and (iii) the target level of achievement of the remaining performance-based vesting conditions applicable to a performance period that has not concluded prior to the NEO's date of death. Such acceleration shall be effective upon the later of the NEO's date of death or such determination of the actual achievement of such performance-based vesting conditions. •Options subject to performance-based vesting conditions will be governed by the terms of the applicable award agreement in the event of an employee's death. •The Board or Compensation Committee has sole discretion to grant options, RSUs or PRSUs that are not eligible for acceleration upon an employee's death.

  124. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of the NEOs for services rendered in all capacities for 2023, 2022 and 2021.

  125. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | William R. McDermott, Chief Executive Officer | 2023 | 1,325,000 | — | 32,777,514 | — | 3,152,642 | 351,088 | 37,606,244 | | | 2022 | 1,166,667 | — | 27,303,411 | — | 2,106,479 | 7,925,971(5) | 38,502,528 | | | 2021 | 1,000,000 | — | 22,984,959 | 139,242,879(6) | 2,571,699 | 2,500 | 165,802,037 | | Chirantan “CJ” Desai, President and Chief Operating Officer | 2023 | 941,667 | — | 19,666,687 | — | 1,119,940 | 499,774 | 22,228,068 | | | 2022 | 883,333 | — | 15,513,921 | — | 796,478 | 31,558 | 17,225,290 | | | 2021 | 687,500 | — | 14,365,643 | 38,441,125(6)(7) | 921,755 | 2,500 | 54,418,523 | | Gina Mastantuono, Chief Financial Officer | 2023 | 791,667 | — | 12,564,740 | — | 941,590 | 107,976 | 14,405,973 | | | 2022 | 725,000 | — | 10,343,046 | — | 654,630 | 31,558 | 11,754,234 | | | 2021 | 591,667 | — | 8,619,804 | 14,220,458(6) | 793,170 | 9,029 | 24,234,128 | | Paul Smith, Chief Commercial Officer(8) | 2023 | 666,118 | — | 15,296,173 | — | 792,643 | 1,163,706 | 17,918,640 | | | 2022 | 930,035 | — | 10,343,046 | — | 473,655 | 61,129 | 11,807,865 | | Jacqueline C. Canney, Chief People Officer | 2023 | 633,333 | — | 7,648,497 | — | 753,631 | 25,815 | 9,061,276 | | | 2022 | 550,000 | — | 6,205,732 | — | 496,100 | — | 7,251,832 | | | 2021 | 254,199 | 225,000 | 9,817,404 | 7,110,086(6) | 737,000 | — | 18,143,689 |

  126. 2023 Summary Compensation Table

    (1)Base salary changes for 2023 were effective March 1, 2023. (2)The amounts reported in the Stock Awards and Option Awards columns exclude the impact of estimated forfeitures related to service-based and performance-based vesting conditions, reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs from the equity awards. The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs and target PRSUs and stock options, respectively, in each case as computed in accordance with ASC Topic 718. The fair value of our common stock on the date of grant or modification is used to calculate the fair value of RSUs and PRSUs, the Black-Scholes options pricing model is used to calculate the fair value of stock option grants with only service-based vesting conditions and a Monte Carlo simulation is used to calculate the fair value of stock option grants with service-, performance- and market-based vesting conditions, as applicable and as disclosed in Notes 2 and 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in the Stock Awards column for PRSUs assume the probable outcome of the performance conditions at the grant date based on target level performance. Given these factors that influence the amounts presented in this table, such amounts differ from the target equity award amounts actually approved by the Compensation Committee. For example, the Compensation Committee approved Mr. McDermott’s target equity awards at $30 million, while the grant date fair value of his awards is $32,777,514 when computed in accordance with ASC Topic 718.

  127. 2023 Summary Compensation Table

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  128. 2023 Summary Compensation Table

    Assuming the PRSUs were valued based on the maximum outcome of the applicable performance condition, the total fair value for the PRSU awards reported for 2023 would increase from target to maximum as shown in the table below:

  129. 2023 Summary Compensation Table

    | Named Executive Officer | Target ($) | Maximum ($) | | Mr. McDermott | 26,602,408 | 53,204,815 | | Mr. Desai | 15,961,438 | 31,922,875 | | Ms. Mastantuono | 10,197,407 | 20,394,815 | | Mr. Smith | 12,414,364 | 24,828,728 | | Ms. Canney | 6,207,593 | 12,415,185 |

  130. 2023 Summary Compensation Table

    (3)The amounts reported in the Non-Equity Incentive Plan Compensation column for 2023 represent annual cash bonuses paid to the NEOs as described under “Compensation Discussion and Analysis—Section 2- Executive Compensation Program—2023 Annual Cash Incentive” above. (4)For 2023, All Other Compensation reported for each NEO includes the following: For Mr. McDermott, $220,567 for personal use of chartered air; $73,943 for long-term disability insurance premium; a matching contribution of $9,900 in the Company’s 401(k) plan; and costs that did not exceed the greater of $25,000 or 10% (the “threshold”) of Mr. McDermott’s total perquisites and personal benefits including the use of a company car, driver and related security for other than business purposes, financial planning services, and Company Event Costs (as defined below, excluding the cost of spousal attendance, which did not apply to Mr. McDermott). Incremental costs of personal use of chartered air are determined based on operating cost per flight hour for the aircraft type used, including fuel charges, departure fees and landing fees, and of the company car, driver and related security for other than business purposes are determined based on the cost of the driver and related operating expenses. For Mr. Desai, $323,407 for relocation assistance and $140,705 tax equalization payments made on behalf of Mr. Desai in connection with his temporary relocation at the Company’s request; $25,762 for the cost food, lodging and spousal attendance at an annual Company-sponsored event (together, the “Company Event Costs”); and a matching contribution of $9,900 in the Company’s 401(k) plan. For Ms. Mastantuono, $66,504 for the cost of home security; a matching contribution of $9,900 in the Company’s 401(k) plan; and costs that did not exceed the threshold of Ms. Mastantuono’s total perquisites and personal benefits including financial planning services and Company Event Costs. For Mr. Smith, $39,967 of Company matching contributions under our UK Workplace Pension Scheme pursuant to his employment agreement; $588,968 for relocation assistance and $492,908 in tax equalization payments related to his temporary reassignment to the U.S. at the Company’s request and consistent with the Company’s policy for employees working on international assignments; $25,704 for Company Event Costs; and a car allowance that did not exceed the threshold of Mr. Smith’s total perquisites and personal benefits. For Ms. Canney, $25,815 for Company Event Costs. (5)$7,762,511 of this amount represents an LTIP Make-Whole Payment made to Mr. McDermott pursuant to his 2019 employment agreement. Such payment, which is not part of his regular annual compensation, will not be awarded to him in the future. (6)Except as otherwise provided in footnote 7, these PSO Awards will vest only if challenging performance metrics are met over an approximately five-year performance period. These PSO Awards may vest in eight equal tranches, and any tranche may vest only if both subscription revenues and stock price performance metrics are met in addition to service requirements. The performance period in which the performance targets may be met is from October 29, 2021, to and including September 30, 2026. For more detail, please see “Compensation Discussion and Analysis—Section 2- Executive Compensation Program—2021 PSO Award Status.” (7)In addition to Mr. Desai’s PSO Award described in Footnote 6 above, this amount includes a one-time performance-based stock option award Mr. Desai received in February 2021, with a grant date fair value of $9,999,923. These options will vest if challenging performance metrics are met. During the first 30 months following February 8, 2021, the options will vest only if the average closing stock price is 25% higher than $587.91 for the 20-business day period before the time-based vesting date. During the second 30 months following February 8, 2021, the options will vest only if the average closing stock price is 50% higher than $587.91 for the 20-business day period before the time-based vesting date. (8)Mr. Smith was not a NEO in 2021. Mr. Smith’s base salary, non-equity incentive plan compensation and other compensation are paid in GBP; amounts shown in the table have been converted to USD at the December 31, 2023 rate of 1 USD to 0.8045 GBP.

  131. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 85 |

  132. 2023 Grants of Plan Based Awards

    2023 Grants of Plan Based Awards The following table presents information concerning each grant of a cash or equity award made during 2023 to our NEOs and supplements the information about these awards in the “—2023 Summary Compensation Table.”

  133. 2023 Grants of Plan Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Approval Date | Thres-hold ($) | Target ($) | Maxi- mum ($) | Thres- hold (#) | Target (#) | Maxi- mum (#) | | | | Mr. McDermott | 2/15/2023 | 1/24/2023 | | | | 26,622 | 53,244 | 106,488 | | 26,602,408 | | | 2/15/2023 | 1/24/2023 | | | | | | | 13,311 | 6,175,106 | | | | 1/24/2023 | 1,325,754 | 2,651,507 | 3,977,261 | | | | | | | Mr. Desai | 2/15/2023 | 1/23/2023 | | | | 15,973 | 31,946 | 63,892 | | 15,961,438 | | | 2/15/2023 | 1/23/2023 | | | | | | | 7,987 | 3,705,249 | | | | 1/23/2023 | 470,959 | 941,918 | 1,412,877 | | | | | | | Ms. Mastantuono | 2/15/2023 | 1/23/2023 | | | | 10,205 | 20,410 | 40,820 | | 10,197,407 | | | 2/15/2023 | 1/23/2023 | | | | | | | 5,103 | 2,367,333 | | | | 1/23/2023 | 395,959 | 791,918 | 1,187,877 | | | | | | | Mr. Smith | 2/15/2023 | 1/23/2023 | | | | 12,424 | 24,847 | 49,694 | | 12,414,364 | | | 2/15/2023 | 1/23/2023 | | | | | | | 6,212 | 2,881,809 | | | | 1/23/2023 | 317,348 | 634,695 | 952,043 | | | | | | | Ms. Canney | 2/15/2023 | 1/23/2023 | | | | 6,212 | 12,424 | 24,848 | | 6,207,593 | | | 2/15/2023 | 1/23/2023 | | | | | | | 3,106 | 1,440,904 | | | | 1/23/2023 | 316,918 | 633,836 | 950,754 | | | | | |

  134. 2023 Grants of Plan Based Awards

    (1)Represents the amounts that the NEOs were eligible to receive under our 2023 annual cash incentive plan upon the achievement of performance targets established by the Compensation Committee. For more information, please see section titled “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program—2023 Annual Cash Incentive.” The actual amounts earned by and paid to the NEOs for 2023 are set forth in the “—2023 Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” (2)Represents the number of shares of common stock subject to PRSUs granted to the NEOs during 2023. The columns show the number of shares of common stock that would have been eligible to vest at threshold, target and maximum levels of performance as further described in the section titled “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program—2023 Long-Term Incentive Plan.” In January 2024, the Compensation Committee determined the actual number of shares eligible to vest pursuant to the PRSU awards based on our 2023 performance. Such eligible shares remain subject to time-based vesting through February 17, 2026, with the final vest subject to an upward or downward adjustment, as applicable, based on the Company’s three-year rTSR performance. (3)Represents the number of shares of common stock subject to RSUs granted to NEOs during 2023. Such shares vest quarterly over 4 years, with the first 6.25% of the shares vesting on May 17, 2023, and subject to the NEO’s continued service with us on each such vesting date. (4)The amounts reported in this column represent the grant date fair value of the RSUs and target PRSUs granted to the NEOs, as computed in accordance with ASC Topic 718. The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs and PRSUs, with only service-based vesting conditions and a Monte Carlo simulation is used to calculate the fair value of PRSU grants with service-, performance- and market-based vesting conditions as disclosed in Notes 2 and 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column exclude the impact of estimated forfeitures related to service-based and performance-based vesting conditions, reflect the accounting cost for these equity awards, and do not correspond to the actual economic value that may be received by the NEOs from the awards.

  135. 2023 Grants of Plan Based Awards

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  136. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table presents, for each of the NEOs information regarding outstanding stock options and other equity awards held as of December 31, 2023.

  137. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mr. McDermott | 99,065(2) | 29,452 | 266.31 | 11/18/2029 | | | | | | | —(3) | 555,077 | 697.76 | 10/29/2031 | | | | | | | | | | | 12,785(4) | 9,032,475 | | | | | | | | | 612(5) | 432,372 | | | | | | | | | 2,340(6) | 1,653,187 | | | | | | | | | 5,403(7) | 3,817,165 | | | | | | | | | 10,816(8) | 7,641,396 | | | | | | | | | 9,929(9) | 7,014,739 | | | | | | | | | 11,592(10) | 8,189,632 | 13,246(10) | 9,358,167 | | | | | | | 46,344(11) | 32,741,573 | 23,172(11) | 16,370,786 | | Mr. Desai | 29,482(12) | — | 81.41 | 1/17/2027 | | | | | | | —(13) | 35,628 | 587.91 | 2/8/2031 | | | | | | | —(14) | 125,305 | 655.94 | 12/13/2031 | | | | | | | | | | | 364(15) | 257,162 | | | | | | | | | 1,463(6) | 1,033,595 | | | | | | | | | 3,071(7) | 2,169,631 | | | | | | | | | 6,490(8) | 4,585,120 | | | | | | | | | 6,208(9) | 4,385,890 | | | | | | | | | 6,588(10) | 4,654,356 | 7,522(10) | 5,314,218 | | | | | | | 27,806(11) | 19,644,661 | 13,904(11) | 9,823,037 | | Ms. Mastantuono | —(14) | 62,653 | 655.94 | 12/13/2031 | | | | | | | | | | | 1,530(16) | 1,080,930 | | | | | | | | | 230(15) | 162,493 | | | | | | | | | 878(6) | 620,298 | | | | | | | | | 2,047(7) | 1,446,185 | | | | | | | | | 4,147(8) | 2,929,814 | | | | | | | | | 3,725(9) | 2,631,675 | | | | | | | | | 4,391(10) | 3,102,198 | 5,020(10) | 3,546,580 | | | | | | | 17,767(11) | 12,552,208 | 8,880(11) | 6,273,631 | | Mr. Smith | —(14) | 62,653 | 655.94 | 12/13/2031 | | | | | | | | | | | 2,164(17) | 1,528,844 | | | | | | | | | 203(18) | 143,417 | | | | | | | | | 138(19) | 97,496 | | | | | | | | | 2,047(7) | 1,446,185 | | | | | | | | | 5,048(8) | 3,566,362 | | |

  138. 2023 Outstanding Equity Awards at Fiscal Year End

    | 2024 Proxy Statement | 87 |

  139. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | | | | | 862(9) | 608,994 | | | | | | | | | 4,391(10) | 3,102,198 | 5,020(10) | 3,546,580 | | | | | | | 21,627(11) | 15,279,259 | 10,814(11) | 7,639,983 | | Ms. Canney | —(14) | 31,327 | 655.94 | 12/13/2031 | | | | | | | | | | | 5,067(20) | 3,579,785 | | | | | | | | | 1,228(7) | 867,570 | | | | | | | | | 2,524(8) | 1,783,181 | | | | | | | | | 1,719(9) | 1,214,456 | | | | | | | | | 2,636(10) | 1,862,308 | 3,008(10) | 2,125,122 | | | | | | | 10,814(11) | 7,639,983 | 5,408(11) | 3,820,698 |

  140. 2023 Outstanding Equity Awards at Fiscal Year End

    (1)The market value of shares is based on the latest closing price of our common stock as of December 31, 2023 of $706.49. (2)This stock option award was granted on November 18, 2019 and vested as to 20% of the shares on November 15, 2020, and the remaining shares subject to the award will vest in equal monthly installments over the subsequent 48 months, subject to continued service as our CEO on the applicable time-based vesting dates and the satisfaction of the performance conditions described in the section above titled “Compensation Discussion and Analysis—Section 4- NEO Employment Agreements.” (3)This stock option award was granted on October 29, 2021 and vests equally in eight tranches only if both subscription revenues and stock price performance metrics are met, subject to a two-year cliff ending October 29, 2023 and continued service as our CEO or executive chairman on the applicable vesting dates. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. For additional detail, see section titled “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program—2021 PSO Award Status.” (4)This RSU award was granted on November 18, 2019 and vested as to 20% of the shares on November 15, 2020 and the remaining shares subject to the award will vest in equal quarterly installments over the subsequent 16 quarters, subject to continued employment as our CEO on the applicable vesting dates. (5)This RSU award was granted on February 18, 2020 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 17, 2020, and subject to the continued employment as our CEO on each vesting date. (6)This RSU award was granted on February 8, 2021 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 7, 2021, and subject to the continued employment or service with us on each vesting date. (7)This RSU award was granted on February 15, 2022 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 12, 2022, and subject to the continued employment or service with us on each vesting date. (8)This RSU award was granted on February 15, 2023 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 17, 2023, and subject to the continued employment or service with us on each vesting date. (9)This PRSU award was granted on February 8, 2021, except for Mr. Smith and Ms. Canney whose PRSU awards were granted on February 17, 2021 and August 16, 2021, respectively, and represents the number of shares subject to the final vesting on February 7, 2024 as discussed in the section titled “Compensation Discussion and Analysis—Section 2- 2023 Long-Term Incentive Plan—2021 PRSU rTSR Performance Results.” (10)This PRSU award was granted on February 15, 2022 and represents the number of shares subject to time-based vesting (“2022 Eligible Shares”) determined based on performance against the applicable NNACV and free cash flow margin targets determined by the Compensation Committee in January 2023 and the maximum number of shares subject to the Company’s three-year rTSR performance (the ”2022 rTSR modifier”), subject to continued employment or service with us on each such date. The vesting schedule applicable to the first four vesting dates is as follows: 30% of the 2022 Eligible Shares vested after the first year on February 12, 2023, 15% of 2022 Eligible Shares vested semiannually in year two on each of August 12, 2023 and February 12, 2024, and 20% of 2022 Eligible Shares vest on August 12, 2024. The number of shares, if any, that will vest on the final vesting date (February 12, 2025) is determined based on the 2022 rTSR modifier.

  141. 2023 Outstanding Equity Awards at Fiscal Year End

    | 88 | |

  142. 2023 Outstanding Equity Awards at Fiscal Year End

    (11)This PRSU award was granted on February 15, 2023 and represents the number of shares subject to time-based vesting (“2023 Eligible Shares”) determined based on performance against the applicable NNACV and free cash flow margin targets determined by the Compensation Committee in January 2024 and the maximum number of shares subject to the Company’s three-year rTSR performance, subject to continued employment or service with us on each such date. The vesting schedule applicable to the first four vesting dates is as follows: 30% of the 2023 Eligible Shares vested after the first year on February 17, 2024, 15% of 2023 Eligible Shares will vest semiannually in year two on each of August 17, 2024 and February 17, 2025, and 20% of 2023 Eligible Shares will vest on August 17, 2025. The number of shares, if any, that will vest on the final vesting date (February 17, 2026) is determined based on the rTSR modifier as further described in the section titled “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program—2023 Long-Term Incentive Plan.” (12)This stock option was granted on January 17, 2017 and is fully vested. (13)This stock option award was granted on February 8, 2021. 50% of the shares subject to the option vested on February 8, 2024 as a result of meeting the associated performance conditions, where the average closing stock price was 25% higher than $587.91 for the 20-business day period before the time-based vesting date. The remaining shares subject to the award will vest in equal monthly installments during the second 30 months following February 8, 2021, only if the associated performance conditions are met, where the average closing stock price is 50% higher than $587.91 for the 20-business day period before the time-based vesting date, subject to continued service with us on the applicable time-based vesting dates. (14)This stock option award was granted on December 13, 2021 and vests equally in eight tranches only if both subscription revenues and stock price performance metrics are met, subject to a two-year cliff ending December 13, 2023 and continued employment with us on the applicable vesting dates. The performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. For additional detail, see section titled “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program—2021 PSO Award Status.” (15)This RSU award was granted on February 18, 2020 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 17, 2020, and subject to the continued service with us on each such vesting date. (16)This RSU award was granted on February 18, 2020 and vested as to 25% of the shares on January 8, 2021, with the remaining shares subject to the award to vest quarterly over the next three years, subject to the continued service with us on each such vesting date. (17)This RSU award was granted on August 17, 2020 and vested as to 25% of the shares on August 17, 2021, with the remaining shares subject to the award to vest quarterly over the next three years, subject to the continued service with us on each such vesting date. (18)This RSU award was granted on February 17, 2021 and vests quarterly over 4 years, with the first 6.25% of the shares having vested on May 7, 2021, and subject to the continued employment or service with us on each vesting date. (19)This RSU award was granted on July 15, 2021 and vests quarterly, with the first 6.25% of the shares having vested on August 7, 2021, subject to continued service with us on each such date. (20)This RSU award was granted on August 16, 2021 and vested as to 25% of the shares on July 15, 2022, with the remaining underlying shares scheduled to vest quarterly over the next three years, subject to the continued service with us on each such vesting date.

  143. 2023 Outstanding Equity Awards at Fiscal Year End

    | 2024 Proxy Statement | 89 |

  144. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table presents, for each of the NEOs, the shares of our common stock that were acquired upon the exercise of stock options and vesting of RSU and PRSU awards and the related value realized during 2023.

  145. 2023 Option Exercises and Stock Vested Table

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. McDermott | 58,433 | 29,856,328 | | Mr. Desai | 27,771 | 13,995,066 | | Ms. Mastantuono | 23,317 | 11,663,203 | | Mr. Smith | 12,336 | 6,338,509 | | Ms. Canney | 10,368 | 5,258,230 |

  146. 2023 Option Exercises and Stock Vested Table

    (1)The value realized on vesting is calculated as the number of shares of common stock issued upon vesting of RSUs and PRSUs multiplied by the closing price of our common stock on the vesting date.

  147. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during 2023.

  148. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during 2023.

  149. Nonqualified Deferred Compensation

    | 90 | |

  150. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth the estimated payments that would be received by the NEOs if there was a hypothetical change in control of the Company, termination without cause or resignation for good reason, termination for non-renewal, or termination without cause or resignation for good reason in connection with a change in control of the Company that occurred on December 31, 2023.

  151. Potential Payments upon Termination or Change in Control

    | | Change in Control Alone | Upon Termination without Cause or Resignation for Good Reason - No Change in Control | | | | Upon Termination for Non- Renewal | Upon Termination without Cause or Resignation for Good Reason - Change in Control | | | | | Name | Value of Accelerated Vesting ($)(1) | Cash Severance ($) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | Value of Accelerated Vesting ($)(2) | Cash Severance ($) | Continuation of Medical Benefits ($) | Value of Accele- rated Vesting ($)(2) | Total ($) | | Mr. McDermott | — | 4,050,000 | 27,286 | 36,985,458 | 41,062,744 | 29,452 | 5,400,000 | 40,929 | 55,157,883 | 60,598,812 | | Mr. Desai | — | 950,000 | 17,693 | — | 967,693 | — | 950,000 | 17,693 | 19,847,424 | 20,815,117 | | Ms. Mastantuono | — | 800,000 | 14,410 | — | 814,410 | — | 1,200,000 | 14,410 | 13,708,026 | 14,922,436 | | Mr. Smith | — | 675,000 | 28,560 | — | 703,560 | — | 675,000 | 28,560 | 13,580,151 | 14,283,711 | | Ms. Canney | — | 650,000 | 17,693 | — | 667,693 | — | 975,000 | 17,693 | 10,463,825 | 11,456,518 |

  152. Potential Payments upon Termination or Change in Control

    (1)Assumes that awards are substituted, continued or assumed in connection with the change in control. Pursuant to our equity incentive plans, an outstanding award held by a service provider will accelerate in full if it is not continued, assumed or substituted with an equivalent award in connection with a change in control. If Mr. McDermott’s New-Hire Option is not assumed in a change in control, then the New-Hire Option will accelerate in full to the extent the applicable McDermott Option Performance Conditions are achieved upon the change in control. Assumes that the per share common stock price (plus the per share of common stock value of any other consideration) received by the shareholders in the change of control is measured to be below all stock price thresholds of the PSO Awards. For a complete discussion of Mr. McDermott’s post-employment compensation and on how the PSO Awards are treated upon a change of control, see “Compensation Discussion and Analysis—Section 4- NEO Employment Agreements—Treatment Upon Termination of Employment” above for additional information. (2)The value of accelerated vesting is calculated based on the latest closing price of our common stock on the NYSE as of December 31, 2023, which was $706.49, less, if applicable, the exercise price of each outstanding stock option. To calculate the value of accelerated vesting for PRSUs for which achievement had not yet been determined for the performance metrics and/or the rTSR component, achievement is calculated based on 100% of target for what has not yet been determined. The amount of PRSUs that was assumed to have accelerated was pro-rated based on the percentage of the vesting period that elapsed before the triggering event.

  153. Potential Payments upon Death

    Potential Payments upon Death The following table sets forth the estimated payments that would be received by each NEO assuming a hypothetical involuntary termination by reason of his or her death had occurred on December 31, 2023.

  154. Potential Payments upon Death

    | | Upon Involuntary Termination by Reason of Death | | | | | Name | Cash Severance ($) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(1) | Total ($) | | Mr. McDermott | 3,375,000 | 27,286 | 83,387,015 | 86,789,301 | | Mr. Desai | 1,425,000 | 35,385 | 44,299,042 | 45,759,427 | | Ms. Mastantuono | 1,200,000 | 28,820 | 29,435,906 | 30,664,726 | | Mr. Smith | 1,012,500 | 41,021 | 31,366,037 | 32,419,558 | | Ms. Canney | 975,000 | 35,385 | 19,920,193 | 20,930,578 |

  155. Potential Payments upon Death

    (1) The value of accelerated vesting is calculated based on the latest closing price of our common stock on the NYSE as of December 31, 2023, which was $706.49. For a complete discussion on how awards are treated upon death, see “Compensation Discussion and Analysis—Section 4- NEO Employment Agreements—Death Benefits” above for additional information.

  156. Potential Payments upon Death

    | 2024 Proxy Statement | 91 |

  157. Potential Payments upon Death

    | Equity Compensation Plan Information |

  158. Potential Payments upon Death

    The following table gives information about our common stock that may be issued upon the exercise or settlement of stock options, RSU and PRSU awards and rights under all of our existing equity compensation plans as of December 31, 2023:

  159. Potential Payments upon Death

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (Column A) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Column B) ($)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (Column C) | | Equity compensation plans approved by security holders | 6,945,630(2) | 609.91 | 21,260,429(3) | | Equity compensation plans not approved by security holders | 369,908(4) | — | — | | Total (5) | 7,315,538 | 609.91 | 21,260,429 |

  160. Potential Payments upon Death

    (1)The weighted-average exercise price relates solely to shares subject to outstanding stock options because shares subject to RSU and PRSU awards have no exercise price. (2)Represents (i) 204,113 shares of common stock subject to stock options outstanding and 720,498 shares of common stock subject to RSU and PRSU awards outstanding under our 2012 Equity Incentive Plan and (ii) 930,996 shares of common stock subject to stock options outstanding and 5,090,023 shares of common stock subject to RSU and PRSU awards outstanding understanding under our 2021 Equity Incentive Plan. The number of shares subject to PRSU awards outstanding in the table above reflects shares eligible to vest based on actual achievement for PRSU awards for which the performance achievement had been determined as of December 31, 2023 and PRSUs for which performance metrics and/or the rTSR component achievement had not yet been determined as of December 31, 2023, then achievement is calculated based on 100% of target for what has not yet been determined. The number of shares subject to performance-based stock options outstanding in the table above reflects shares that would be eligible to vest at 100% if all metrics had been achieved. This number excludes purchase rights accruing under our Amended and Restated 2012 Employee Stock Purchase Plan. (3)Represents (i) 12,752,995 shares remaining available for future issuance under our 2021 Equity Incentive Plan and (ii) 8,507,434 shares remaining available for future issuance under our Amended and Restated 2012 Employee Stock Purchase Plan, including shares subject to purchase during the current purchase period. (4)Represents shares of common stock subject to RSU awards outstanding under our 2022 New-Hire Equity Incentive Plan that has expired as to future awards and provided for the grant of restricted stock units to eligible employees in accordance with NYSE Listing Rule 303A.08. (5)14,421 shares of common stock subject to options outstanding with a weighted average exercise price of $83.26 and 81,163 shares of common stock subject to RSU and PRSU awards outstanding under equity incentive plans maintained by companies we acquired are not included in this table. These assumed plans include a plan in connection with the Element AI Inc. acquisition in January 2021, a plan in connection with the LightStep, Inc. acquisition in June 2021, a plan in connection with the Era Software, Inc. acquisition in October 2022, and a plan in connection with the G2K Group GmbH acquisition in July 2023, in each case under which awards had been granted by these predecessor entities that remained outstanding at the time of the respective acquisition. We did not assume the reserves of the plans from which these awards were issued. No future awards may be granted under any of our acquired plans.

  161. Potential Payments upon Death

    | 92 | |

  162. Potential Payments upon Death

    | Chief Executive Officer Pay Ratio |

  163. Potential Payments upon Death

    Our CEO to median employee pay ratio for 2023 is 176:1. The total 2023 compensation of our CEO was $37,606,244. The total 2023 compensation of our median employee was $214,268. In selecting the median employee under SEC rules, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and our CEO to median employee pay ratio may not be directly comparable to similar disclosure by other reporting companies.

  164. Methodology Used to Identify Median Employee

    | Pay Versus Performance |

  165. Pay Versus Performance

    Pay Versus Performance

  166. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for CEO(2) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | Net Income (millions)(6) | Non-GAAP Subscription Revenues (millions)(7) | | | | | | | NOW Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Add'l Measure: 2023 Peer Group Total Shareholder Return(5) | | | | 2023 | $37,606,244 | $184,779,698 | $15,903,489 | $45,349,258 | $250 | $245 | $145 | $1,731 | $8,634 | | 2022 | $38,502,528 | $(76,345,721) | $13,629,762 | $(6,507,023) | $138 | $156 | $95 | $325 | $7,056 | | 2021 | $165,802,037 | $136,180,680 | $27,586,570 | $29,995,940 | $230 | $215 | $175 | $230 | $5,627 | | 2020 | $25,124,056 | $91,533,759 | $11,461,127 | $30,073,951 | $195 | $143 | $172 | $119 | $4,280 |

  167. Pay Versus Performance

    (1)Mr. McDermott served as CEO for each of the years shown in the table above. The other NEOs for those years were as follows: •2023: Mr. Desai, Ms. Mastantuono, Mr. Smith and Ms. Canney. •2022: Mr. Desai, Ms. Mastantuono, Mr. Smith and Lara Caimi. •2021: Mr. Desai, Ms. Mastantuono, Ms. Canney and Mr. Elmer. •2020: Mr. Desai, Ms. Mastantuono, Kevin Haverty, Mr. Elmer and David Schneider.

  168. Pay Versus Performance

    | 94 | |

  169. Pay Versus Performance

    (2)The 2023 Summary Compensation Table (“SCT”) totals reported for the CEO and the average of the other NEOs for each year were subject to the following adjustments as required by Regulation S-K Item 402(v) (2)(iii) to calculate “compensation actually paid”:

  170. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | CEO | Average for Other NEOs | | SCT Total | $37,606,244 | $15,903,489 | $38,502,528 | $13,629,762 | $165,802,037 | $27,586,570 | $25,124,056 | $11,461,127 | | Adjustments | | | | | | | | | | Deduction for the amounts reported under the “Stock Awards” and “Option Awards” columns of the SCT(a) | (32,777,514) | (13,794,024) | (27,303,411) | (12,226,497) | (162,227,838) | (26,286,112) | (18,408,206) | (10,193,879) | | Item 402(v) Equity Award Adjustments(b) | 179,950,968 | 43,239,793 | (87,544,838) | (7,910,288) | 132,606,482 | 28,695,481 | 84,817,909 | 28,806,702 | | “Compensation Actually Paid” | $184,779,698 | $45,349,258 | $(76,345,721) | $(6,507,023) | $136,180,680 | $29,995,940 | $91,533,759 | $30,073,951 |

  171. Pay Versus Performance

    (a)Reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” columns of the SCT for the covered year, calculated in accordance with ASC Topic 718. Because we do not sponsor or maintain any defined benefit pension plans, no deductions related to pension value were made. (b)Item 402(v) equity award adjustments reflect the aggregate of the following (as applicable): (i) the year-end fair value of any equity awards granted in the covered year that are outstanding and unvested as of the end of the year; (ii) the change as of the end of the covered year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered year; (iii) for awards that are granted and vest in the same covered year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the covered year, the change as of the vesting date (from the end of the prior fiscal year) in fair value. Equity values are calculated in accordance with ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant except for the stock price, percentage of volatility, risk free rate and the term used to calculate the valuations. The amounts deducted or added in calculating the equity award adjustments for the CEO and other NEOs are as follows:

  172. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In this section, we provide a graphic analysis showing a comparison of the compensation actually paid to executives and other metrics, including total shareholder return, net income and subscription revenues. The “compensation actually paid” is calculated in accordance with the methodology described above.

  173. Compensation Actually Paid and 3-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2023 Peer Group

    Compensation Actually Paid and 3-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2023 Peer Group

  174. Compensation Actually Paid and 3-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2023 Peer Group

    | The compensation actually paid to Mr. McDermott and the average compensation actually paid to the other NEOs generally align with the Company’s TSR over the last four years, as shown in the graph below. This graph compares the compensation actually paid against the total shareholder return of the Company, the S&P Systems Software Index and our 2023 Peer Group in the period from December 31, 2019 through December 31, 2023. | | | The compensation actually paid and the Company’s TSR over the last four years is closely aligned because, as discussed above, a significant portion of the compensation actually paid to Mr. McDermott and the other NEOs is comprised largely of equity awards. Thus, the value of these awards and, therefore, a large portion of the compensation actually paid to our NEOs is inherently correlated to the Company’s stock price. | | | The Company’s TSR over the four-year period presented in the table was 150% and the S&P Systems Software Index TSR was 145%. The Company’s TSR outperformed the S&P Systems Software Index in all of the years presented in the graphic above, except for 2022 when the Company’s TSR trended similarly downwards with the S&P Systems Software Index, reflecting the economic uncertainty experienced by the enterprise software industry during that year. Further, as explained in the CD&A, the Compensation Committee considers the pay practices among peer companies in its deliberations on compensation matters, including to ensure the Company’s pay practices remain competitive. The Company’s outperformance of the 2023 Peer Group in terms of TSR over the last three years provides support for the Compensation Committee’s pay decisions. | |

  175. Compensation Actually Paid and 3-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2023 Peer Group

    | 2024 Proxy Statement | 97 |

  176. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  177. Compensation Actually Paid and Net Income

    | The compensation actually paid to Mr. McDermott and the average compensation actually paid to the other NEOs is not always aligned with the Company’s net income, as shown in the graph to the right, primarily due to the large percentage of our NEOs’ total annual compensation comprised of equity awards and, thus, the much greater sensitivity of compensation actually paid to our stock price. As a result, although net income has increased over the | | | last four years, compensation actually paid has fluctuated more in line with our stock price during that period. | |

  178. Compensation Actually Paid and Non-GAAP Subscription Revenues

    Compensation Actually Paid and Non-GAAP Subscription Revenues

  179. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | The compensation actually paid to Mr. McDermott, the average compensation actually paid to the other NEOs and the Company’s non-GAAP subscription revenues over the last four years is presented to the right. While the Compensation Committee evaluates performance relative to several financial and non-financial performance measures for purposes of determining incentive-based pay, the Company believes non-GAAP subscription | | | revenues is the most important financial performance measure for 2023 used to link compensation actually paid to Company performance because it measures our success in attracting and retaining customers and provides an indication of the long-term health of the Company. For this reason, the Company utilizes non-GAAP subscription revenues when setting performance goals as part of the annual cash incentive plan. Similar to the relationship between compensation actually paid and net income shown and described above, this graph shows significant growth in subscription revenues over the last four years, while compensation actually paid has fluctuated more in line with changes in our stock price. | |

  180. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | 98 | |

  181. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | Security Ownership of Certain Beneficial Owners and Management |

  182. Compensation Actually Paid and Non-GAAP Subscription Revenues

    The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 29, 2024, by: •each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common stock; •each of our directors and director nominees; •each of our named executive officers; and •all of our current executive officers and directors as a group. Except as otherwise noted, to our knowledge, each individual exercises sole voting power or investment power over the shares of common stock shown. The number of shares of common stock shown in the following table is determined under SEC rules and is not necessarily indicative of beneficial ownership for any other purpose. Such beneficial ownership includes any shares of common stock as to which the individual has sole or shared voting power or investment power and any shares of common stock the individual has the right to acquire within 60 days of February 29, 2024, including upon the exercise of any option or vesting of any RSU or PRSU award. There were 205,440,352 shares of common stock outstanding as of February 29, 2024. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o ServiceNow, Inc., 2225 Lawson Lane, Santa Clara, California 95054.

  183. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | 2024 Proxy Statement | 99 |