DEF 14A of ServiceNow, Inc., Apr 4, 2025

DEF 14A of ServiceNow, Inc.

Filed Apr 4, 2025 · FY20240001373715-25-000110

Open on EDGAR

  1. ServiceNow’s Board of Director Nominees

    ServiceNow’s Board of Director Nominees Our Board nominees bring the expertise and leadership necessary to guide our business strategy and create shareholder value. With the exception of our Chairman and CEO, Mr. McDermott, and our founder, Mr. Luddy, the Board is composed entirely of independent directors. In addition, the Board benefits from its members’ wide range of backgrounds, experiences and perspectives.

  2. Skills and Experience

    Skills and Experience

  3. Skills and Experience

    | Leadership & Governance | | | | | | | | | | | Senior Leadership Experience | 9 | | Global Operations Leadership Experience | 8 | | Public Company Board Experience | 7 | | | | | | | | | | | | Risk Management | | | Financial | | | Non-Corporate | | | | | Risk Management Experience | 7 | | Financial Experience | 4 | | Non-Profit, Education and Government | 7 | | | | | | | | | | | | Strategic | | | | | | | | | | | Significant Technical or Business Experience in Software Industry | 8 | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | 6 | | Multi-Product/Services or Multi-Segment Company Experience | 8 | | | | | | | | | | | | | Knowledge of Emerging Technologies | 9 | | Experience with Large Scale Transformations in Key Functions | 7 | | Experience with M&A, Debt and Equity Financings and Other Strategic Transactions | 4 | | | | | | | | | | |

  4. Skills and Experience

    See “Nomination Process and Nominees” for more detail.

  5. Board Profile*

    Board Profile*

  6. Board Profile*

    | Independence | | Tenure (Median) | | Age (Median) | | | | 7 Independent | | 2 <5 years | | 2 <50 years | | | 2 Not independent | | 4 5-10 years | | 1 50-60 years | | | | | 3 >10 years | | 6 61-70 years |

  7. Board Profile*

    * All figures are based on a total of nine directors.

  8. Board Profile*

    | 2025 Proxy Statement | 3 |

  9. Director Nominees

    Director Nominees The Board has nominated nine directors for re-election, seven of whom are independent under NYSE standards. The following table sets forth the names, ages and certain other information for each of our director nominees.

  10. 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 Public Boards | | | William R. McDermott Chairman and Chief Executive Officer of ServiceNow, Inc. | 63 | 2019 | | | | | 1 | | | Susan L. Bostrom Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc. Lead Independent Director | 64 | 2014 | | | | | 2 | | | Teresa Briggs Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant | 64 | 2019 | | | | | 3 | | | Jonathan C. Chadwick Former Executive Vice President, Chief Financial Officer and Chief Operating Officer of VMware, Inc. | 59 | 2016 | | | | | 3 | | | Paul E. Chamberlain Business Advisor & Investor; Former Managing Director and Co-Head of Global Technology Banking of Morgan Stanley | 61 | 2016 | | | | | 1 | | | Lawrence J. Jackson, Jr. Founder and Chief Executive Officer of gamma; Former Global Creative Director, Apple Music of Apple Inc. | 44 | 2020 | | | | | 0 | | | Frederic B. Luddy Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. | 70 | 2004 | | | | | 0 | | | Joseph “Larry” Quinlan Former Global Chief Information Officer of Deloitte LLP | 62 | 2021 | | | | | 2 | | | Anita M. Sands Former Group Managing Director, Head of Change Leadership of UBS Financial Services | 48 | 2014 | | | | | 1 |

  11. Director Nominees

    | | Member | | Chair |

  12. Director Nominees

    | 4 | |

  13. 2024 Compensation Changes

    | Eliminated overlapping metrics in the annual cash incentive plan and performance-based restricted stock units (“PRSUs”) | Net new annual contract value (“NNACV”) metric in 2024 annual cash incentive plan only; previously in both annual cash incentive plan and PRSUs | | Say-on-Pay Approval | | | | Approximately 88% of votes cast at our 2024 Annual Meeting supported our executive compensation program. We believe the significant increase in support since our 2023 Annual Meeting reflects our commitment to addressing shareholder feedback and the meaningful changes we made to our compensation program. | | | Lengthened performance period for PRSUs | Lengthened performance period for PRSUs from one year to three years following the 2024 transition period | | | | Extended vesting period for PRSUs | Updated PRSU vesting period to three-year cliff vesting from three-year ratable vesting following the 2024 transition period | | |

  14. 2024 Pay and Performance Alignment

    2024 Pay and Performance Alignment Even with record-breaking performance in 2024, our annual cash incentive for the year paid out just under target, reflecting our rigorous pay for performance approach. •For 2024, annual cash incentives were earned at 99.3% of target, based on achievement of rigorous 2024 NNACV and operating margin targets, as well as an evaluation of non-financial performance goals. •Our 2024 PRSU awards are in progress, with no equity earned under these awards until after the first performance period ends December 31, 2025. See “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program” for more detail.

  15. New Director Nominees

    New Director Nominees As part of its regular discussions regarding board refreshment, the Governance Committee assists the Board in identifying and evaluating highly qualified candidates to address the Company’s strategic needs. Based on the Governance Committee’s recommendations, the Board may elect new members to serve until our next annual meeting. A high-level overview of the director nominations process follows.

  16. New Director Nominees

    | 1 | Identify | 2 | Evaluate | 3 | Select | | In identifying director candidates, the Governance Committee considers not only candidates sourced from independent search firms, but also individuals recommended by directors, officers, employees, shareholders and others. | | Evaluations of candidates generally involve reviewing their background, engaging in internal discussions and conducting interviews to assess their qualifications and alignment with Board needs. | | Candidates for nomination to our Board are selected by the Board based on the recommendation of the Governance Committee in accordance with the Governance Committee charter, our Charter and Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board. | |

  17. New Director Nominees

    | 10 | |

  18. Director Nominees

    Director Nominees

  19. Director Nominees

    | | William R. McDermott Chairman of the Board and Chief Executive Officer of ServiceNow, Inc. Director since: 2019 Age: 63 | | | | | 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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | | | Global Operations Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | Large Scale Transformations in Key Functions | | | | Financial Experience | | M&A, Debt and Equity Financings and Other Strategic Transactions | | | | Significant Technical or Business Experience in Software Industry | | |

  20. Director Nominees

    | 2025 Proxy Statement | 15 |

  21. Director Nominees

    | | Susan L. Bostrom LEAD INDEPENDENT DIRECTOR Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc. Director since: 2014 Age: 64 | | | | | 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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | | | Global Operations Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | Large Scale Transformations in Key Functions | | | | Significant Technical or Business Experience in Software Industry | | Non-Profit, Education and Government |

  22. Director Nominees

    | 16 | |

  23. Director Nominees

    | | Teresa Briggs INDEPENDENT Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant Director since: 2019 Age: 64 | | | | | 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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | Large Scale Transformations in Key Functions | | | | Financial Experience | | M&A, Debt and Equity Financings and Other Strategic Transactions | | | | Significant Technical or Business Experience in Software Industry | | Non-Profit, Education and Government | | | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | |

  24. Director Nominees

    | 2025 Proxy Statement | 17 |

  25. Director Nominees

    | | Jonathan C. Chadwick INDEPENDENT Former Executive Vice President, Chief Financial Officer and Chief Operating Officer of VMware, Inc. Director since: 2016 Age: 59 | | | | | 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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | | | Global Operations Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | Large Scale Transformations in Key Functions | | | | Financial Experience | | M&A, Debt and Equity Financings and Other Strategic Transactions | | | | Significant Technical or Business Experience in Software Industry | | |

  26. Director Nominees

    | 18 | |

  27. Director Nominees

    | | Paul E. Chamberlain INDEPENDENT Business Advisor & Investor; Former Managing Director and Co-Head of Global Technology Banking of Morgan Stanley Director since: 2016 Age: 61 | | | | | 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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Significant Technical or Business Experience in Software Industry | | | | Global Operations Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | M&A, Debt and Equity Financings and Other Strategic Transactions | | | | Financial Experience | | Non-Profit, Education and Government |

  28. Director Nominees

    | 2025 Proxy Statement | 19 |

  29. Director Nominees

    | | Lawrence J. Jackson, Jr. INDEPENDENT Founder and Chief Executive Officer, gamma; Former Global Creative Director, Apple Music of Apple Inc. Director since: 2020 Age: 44 | | | | | Committees: Nominating and Governance Other Leadership Service: •Board of Directors, UCLA Hammer Museum | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Knowledge of Emerging Technologies | | | | Global Operations Leadership Experience | | Large Scale Transformations in Key Functions | | | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | Non-Profit, Education and Government | | | | Multi-Product/Services or Multi-Segment Company Experience | | |

  30. Director Nominees

    | 20 | |

  31. Director Nominees

    | | Frederic B. Luddy Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. Director since: 2004 Age: 70 | | | | | Committees: None Other Leadership Service: •Board of Trustees, Salk Institute of Biological Studies | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Global Operations Leadership Experience | | Knowledge of Emerging Technologies | | | | Significant Technical or Business Experience in Software Industry | | Non-Profit, Education and Government |

  32. Director Nominees

    | 2025 Proxy Statement | 21 |

  33. Director Nominees

    | | Joseph “Larry” Quinlan INDEPENDENT Former Global Chief Information Officer of Deloitte LLP Director since: 2021 Age: 62 | | | | | Committees: Audit Current Public Directorships: •Jones Lang LaSalle, a real estate company •Booking Holdings Inc., a travel technology company Other Leadership Service: •Board of Directors, Adrienne Arsht Center for Performing Arts Trust •Board of Directors, American Foundation for the University of The West Indies •Emeritus Board of Directors, NPower •Board of Directors, National Association of Corporate Directors (NACD) Florida Chapter •Technology Committee Chair, United Way of Miami | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Experience at High-Growth Organization with $10+ Billion Annual Revenue | | | | Global Operations Leadership Experience | | Multi-Product/Services or Multi-Segment Company Experience | | | | Public Company Board Experience | | Knowledge of Emerging Technologies | | | | Risk Management Experience | | Large Scale Transformations in Key Functions | | | | Significant Technical or Business Experience in Software Industry | | Non-Profit, Education and Government |

  34. Director Nominees

    | 22 | |

  35. Director Nominees

    | | Anita M. Sands INDEPENDENT Former Group Managing Director, Head of Change Leadership of UBS Financial Services Director since: 2014 Age: 48 | | | | | 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): •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 | 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. | | | | | | Skills: | | | | | | | Senior Leadership Experience | | Significant Technical or Business Experience in Software Industry | | | | Global Operations Leadership Experience | | Knowledge of Emerging Technologies | | | | Public Company Board Experience | | Large Scale Transformations in Key Functions | | | | Risk Management Experience | | Non-Profit, Education and Government |

  36. Director Nominees

    | 2025 Proxy Statement | 23 |

  37. 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.

  38. 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 Environmental, Social and Governance (“ESG”) Activities, Programs and Risks •Audit Committee Oversight of ESG Disclosure Controls and Cybersecurity Program •Rigorous Director Selection Process •Board with broad range of experiences and perspectives | 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 •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) |

  39. Leadership Development and Compensation Committee

    Leadership Development and Compensation Committee Our Leadership Development and Compensation Committee, which we also refer to as the Compensation Committee in this Proxy Statement, assists the Board in overseeing our executive compensation practices, our general employee compensation and benefit plans and our leadership development programs. The Compensation Committee is composed of Ms. Bostrom, who is the Chair, and Messrs. Chamberlain and Miller and Ms. Sands. The composition of our Compensation Committee meets NYSE and SEC independence requirements. Each member of the Compensation Committee is a non-employee director, as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of our Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executive officers.

  40. Leadership Development and Compensation Committee

    | Leadership Development and Compensation Committee Meetings in 2024: 7 2024 Members: Susan L. Bostrom (Chair) Paul E. Chamberlain Jeffrey A. Miller* Anita M. Sands Independent Each member is independent. | Principal Responsibilities: •review and approve, or recommend to the Board for approval, the compensation of our executive officers, including our CEO; •review and approve, or recommend to the Board for approval, the terms of any material agreements with our executive officers; •administer our cash-based and equity-based compensation plans; •recommend to the Board, for determination by the Board, the form and amount of cash-based and equity-based compensation to be paid or awarded to our non-employee directors; •review and approve stock ownership guidelines applicable to non-employee directors and executive officers; •consider the results of the most recent shareholder vote on executive compensation and feedback received from shareholders and, if appropriate, adjust, or make recommendations to the Board to adjust our compensation practices for our executive officers; •review and discuss the Company’s Compensation Discussion and Analysis and related disclosures; •review with management the Company’s major compensation-related risk exposures, if applicable, and the steps management has taken to monitor or mitigate such exposures; and •review and discuss with management key aspects of the Company’s strategies, practices and programs relating to human capital management. |

  41. Leadership Development and Compensation Committee

    * Mr. Miller is not standing for re-election at the Annual Meeting. As the Chair of the Compensation Committee, Ms. Bostrom personally meets with shareholders, together with the Company’s management, to discuss our compensation programs, understand shareholder perspectives and share those perspectives with the Compensation Committee and the full Board. These engagements and the views of our shareholders contribute to the continuous refinement of our compensation programs to better balance the need to attract, motivate and retain top executive talent and our shareholders’ interest in ensuring that compensation is closely aligned with long-term performance and creation of long-term shareholder value. At least annually, our Compensation Committee reviews and approves our executive compensation strategy and principles to confirm they are aligned with our business purpose and strategy, as well as shareholder interests. The Compensation Committee has the sole authority, subject to any approval by the Board that the Compensation Committee or legal counsel determines to be desirable or required by applicable law or NYSE rules, to make decisions regarding all aspects of compensation packages for executive officers. The Compensation Committee also makes recommendations to the Board regarding the compensation of non-employee directors. Under its charter, our Compensation Committee has the authority to retain outside counsel or other advisors. Consistent with that authority, in July 2024, the Compensation Committee engaged a new independent compensation consultant, Pay Governance, LLC (“Pay Governance”), to provide a fresh perspective for the Compensation Committee, evaluate our executive compensation levels and practices and to provide advice and ongoing recommendations on executive compensation matters. The Compensation Committee retains and does not delegate any of its power to determine all matters of compensation and benefits for our executive officers. Pay Governance representatives meet informally with the Chair of our Compensation Committee and formally with our Compensation Committee during its regular meetings, including in executive sessions from time to time without management present. Pay Governance works directly with our Compensation Committee (and not on behalf of management) to assist our Compensation Committee in satisfying its responsibilities and will not undertake projects for management without our Compensation Committee’s approval.

  42. Leadership Development and Compensation Committee

    | 28 | |

  43. Leadership Development and Compensation Committee

    With the assistance of Pay Governance, our Compensation Committee reviews executive officer compensation, including base salary levels, and the target levels for variable cash and any equity incentive awards. In connection with this review, our Compensation Committee considers any input that it may receive from our CEO (with respect to executive officers other than himself) to evaluate the performance of each executive officer and set each executive officer’s total target cash and equity compensation for the current year. Our CEO does not participate in the deliberations regarding the setting of his own compensation other than those establishing, in consultation with our Compensation Committee, our performance objectives for all executive officer participants under our performance-based incentive plans.

  44. Nominating and Governance Committee

    Nominating and Governance Committee Our Governance Committee assists the Board in overseeing our corporate governance practices and developing the Board to meet the needs of our shareholders. The Governance Committee is composed of Ms. Sands, who is the Chair, Ms. Black and Mr. Jackson. The composition of our Governance Committee meets the NYSE and SEC independence requirements.

  45. Nominating and Governance Committee

    | Nominating and Governance Committee Meetings in 2024: 4 2024 Members: Anita M. Sands (Chair) Deborah Black* Lawrence Jackson Independent Each member is independent. | Principal Responsibilities: •develop and recommend policies regarding the director nomination processes; •determine the desired qualifications, expertise and characteristics of Board members, with the goal of developing an experienced and highly qualified Board; •identify and recruit qualified candidates for Board membership to fill new or vacant positions on the Board, consistent with criteria approved by the Board; •consider nominations properly submitted by our shareholders in accordance with procedures set forth in our Bylaws or determined by the Governance Committee from time to time; •recommend to the Board for selection all nominees to become members of the Board by appointment or to be proposed by the Board for election by our shareholders; •oversee and review with management at least annually our major ESG activities, programs and public disclosures, including in light of any feedback received from shareholders; •develop and recommend to the Board the Code of Ethics for employees and directors and consider waivers of such codes for executive officers and directors; •oversee political contributions and industry association memberships as provided under the Company’s Policy on Corporate Political Contributions and Industry Associations; •review, assess and consider evolving corporate governance best practices and develop and maintain a set of corporate governance guidelines that may be recommended to the Board for approval or modification, as appropriate; •consider and make recommendations to the Board regarding the Board’s leadership structure; and •oversee the evaluation of the Board on an annual basis and, if appropriate, make recommendations to the Board for improvements in the Board’s operations, committee member qualifications, committee member appointment and removal, and committee structure and operations. |

  46. Nominating and Governance Committee

    * Ms. Black is not standing for re-election at the Annual Meeting. Copies of the committee charters are available, without charge, upon request in writing to ServiceNow, Inc., 2225 Lawson Lane, Santa Clara, California 95054, Attn: General Counsel or online at investors.servicenow.com.

  47. Nominating and Governance Committee

    | 2025 Proxy Statement | 29 |

  48. Annual Cash and Equity Mix

    Annual Cash and Equity Mix

  49. Annual Cash and Equity Mix

    | 40 | |

  50. Equity Awards

    Equity Awards Each year on the date of our Annual Meeting, each continuing non-employee director is granted a restricted stock unit (“RSU”) award. Directors were granted an annual RSU award on May 23, 2024, the date of our Annual Meeting, 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. 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 vesting date, 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 2024.

  51. Director Compensation - 2024

    Director Compensation - 2024 The following table provides information for the year ended December 31, 2024, 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 2024. The table excludes Mr. McDermott, who did not receive separate compensation for his service as a director.

  52. Director Compensation - 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Deborah Black* | 50,000 | 324,488 | 374,488 | | Susan L. Bostrom(2) | 115,220 | 324,488 | 439,708 | | Teresa Briggs(3) | 105,000 | 324,488 | 429,488 | | Jonathan C. Chadwick(4) | 75,000 | 324,488 | 399,488 | | Paul E. Chamberlain | 70,000 | 324,488 | 394,488 | | Lawrence J. Jackson Jr. | 50,000 | 324,488 | 374,488 | | Frederic B. Luddy | 40,000 | 324,488 | 364,488 | | Jeffrey A. Miller* | 74,780 | 324,488 | 399,268 | | Joseph “Larry” Quinlan | 55,000 | 324,488 | 379,488 | | Anita M. Sands | 75,000 | 324,488 | 399,488 |

  53. Director Compensation - 2024

    * Deborah Black and Jeffrey A. Miller are not standing for re-election to the Board at the Annual Meeting. (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 2024 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, 2024. 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 428 shares of common stock as of December 31, 2024. The table excludes Mr. McDermott, whose outstanding awards are reflected in the section titled “Executive Compensation Tables—2024 Outstanding Equity Awards at Fiscal Year End.” (2)The amount reported under the “Fees Earned or Paid in Cash” column reflects a supplemental cash payment for Ms. Bostrom in the amount of $20,000 as compensation for her attendance at multiple Board meetings where her presence would not have ordinarily been required. (3)The amount reported under the “Fees Earned or Paid in Cash” column reflects a supplemental cash payment for Ms. Briggs in the amount of $25,000 as compensation for her attendance at multiple Board meetings where her presence would not have ordinarily been required. (4)The amount reported under the “Fees Earned or Paid in Cash” column reflects a supplemental cash payment for Mr. Chadwick in the amount of $20,000 as compensation for his attendance at multiple Board meetings where his presence would not have ordinarily been required.

  54. Director Compensation - 2024

    | 42 | |

  55. Director Compensation - 2024

    Technology is at the core of everything we do, driving innovation and shaping the future of work. ServiceNow is united by a shared belief in the transformative power of technology. Guided by our purpose to “make the world work better for everyone,” we remain committed to building the Defining Enterprise Software Company of the 21st Century. As we pursue this vision, we are dedicated to creating access to opportunity and upholding integrity in everything we do.

  56. 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. Over the years we have actively and regularly engaged with our shareholders, and by listening to our shareholders we believe we have created a compensation program that serves to attract and retain the best talent while responsibly promoting shareholder interests. From 2023 to 2024, your support of our compensation program increased from 41 percent to 88 percent and we hope that our program continues to earn your endorsement. As you will read in the pages below, over the last year we have spoken to shareholders representing over 41 percent of our outstanding shares. The feedback has been overwhelmingly positive regarding the changes we made to our compensation program and disclosures, including: •Removing overlapping metrics between our short-term and long-term incentive programs; •Implementing a full three-year performance period for our long-term incentive plan; •Adopting a “cliff vest” for our long-term incentive awards; •Maintaining a relative performance metric in our long-term incentive awards; •Not modifying any metrics in our short- or long-term awards; and •Making our Proxy Statement clearer and more readable so that you have a better understanding of our programs. We continue to be aggressive in our compensation because we believe in our executive team, and our executive team has performed. Since Bill McDermott began as our CEO, our stock performance has more than tripled that of our peer group and more than doubled that of the S&P 500. We attribute that success to the commitment of our executive team to creating and maintaining a culture of purpose, innovation and execution. They have accomplished much, and we remain excited for this next phase of building 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,

  57. Letter From the Leadership Development and Compensation Committee

    | Section 3 - Compensation Policies and Practices | 77 | | Compensation Timeline and Process | 77 | | Roles and Responsibilities | 77 | | Peer Companies | 79 | | Compensation Governance | 80 | | Stock Ownership Guidelines | 80 | | Compensation Recovery Policy (“Clawback”) | 81 | | Hedging and Pledging Prohibition | 81 | | Compensation Risk Assessment | 82 | | Impact of Taxation and Accounting Considerations | 83 | | Section 4 - NEO Employment Agreements | 84 | | Employment Agreements | 84 | | Treatment Upon Termination of Employment | 86 | | Treatment of 2021 PSO Awards Upon Change in Control | 88 | | Death and Disability Benefits | 88 |

  58. Say on Pay and Shareholder Engagement

    | | Say on Pay Results. Approximately 88% of votes cast at our 2024 Annual Meeting supported our executive compensation program. We believe the significant increase in support since our 2023 Annual Meeting reflects our commitment to addressing shareholder feedback and the meaningful changes we made to our executive compensation program. | | 88% Approval on Say on Pay | | | | Shareholder Engagement. The Board and Compensation Committee value shareholder feedback on our compensation program and continued comprehensive engagement efforts following our 2024 Annual Meeting. Under Ms. Bostrom’s leadership, we conducted a robust shareholder engagement initiative. Ms. Bostrom participated in meetings with shareholders representing approximately 29% of our outstanding shares. The full Compensation Committee subsequently reviewed and discussed shareholder feedback from these meetings. 2025 Plans. Following strong say on pay results and positive shareholder feedback, the Compensation Committee determined to continue with the full transition to the executive compensation design previewed in the 2024 proxy statement, with limited modifications to our use of non-financial goals to better align with market practice. Financial goals and non-financial goals make up 75% and 25%, respectively, of the 2024 annual cash incentive plan. The Compensation Committee had discretion to reduce, but not increase, each NEO’s total payout by up to 25%, the portion associated with those non-financial goals. Taking into account shareholder feedback, the Compensation Committee determined that starting in 2025, non-financial goals should play a more balanced role in annual incentive outcomes and provide the opportunity for both a 10% upward or downward modification to the annual cash incentive payout based on performance against our non-financial goals. | | We contacted 60% of outstanding shares | | | We engaged 41% of outstanding shares | |

  59. Say on Pay and Shareholder Engagement

    | What We Heard | | What We Did | | Eliminate overlapping metrics in the annual cash incentive plan and PRSUs | | •Eliminated overlapping metrics; NNACV metric in the 2024 annual cash incentive plan only; previously it was a metric in both annual cash incentive plan and PRSUs | | Lengthen performance period for PRSUs | | •Lengthened PRSU performance period to 3 years from 1 year, following a 1-year transition period | | Extend vesting period for PRSUs | | •Extended PRSU vesting period to 3-year cliff vesting from 3-year ratable vesting, following a 1-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 | | •No mid-year modifications were made to executive compensation program metrics | | 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 | | •Did not grant any one-time equity awards to any NEO holding a 2021 PSO Award with an ongoing performance period |

  60. 2024 Long-Term Incentive Transition

    2024 Long-Term Incentive Transition To implement the responsive changes outlined above and to mitigate significant year-over-year pay disruptions for executives, the Compensation Committee established a transitional structure for 2024. This structure and the go-forward design, previewed in our 2024 proxy statement, are outlined below:

  61. 2024 Long-Term Incentive Transition

    | 2024 Transition | Go-Forward Design | | PRSU Metrics •Non-GAAP subscription revenues (100%) •rTSR vs S&P 500 over 2 and 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 •60% PRSUs, 40% RSUs | Equity Mix •60% PRSUs, 40% RSUs | | PRSU Performance Period •2 years and 3 years | PRSU Performance Period •3 years | | PRSU Measurement Period •Non-GAAP subscription revenues: Fiscal 2025 and fiscal 2026(1) •rTSR: 2 years and 3 years | PRSU Measurement Period •Non-GAAP subscription revenues: Last fiscal year of performance period(2) •rTSR: 3 years | | Vesting •PRSUs: 1/3 after 2 years and 2/3 after 3 years •RSUs: 3 years (back-loaded vesting with 10% after 1 year and 45% in each of years 2 and 3) | Vesting •PRSUs: 3 years (cliff vest) •RSUs: 3 years, ratable vesting |

  62. 2024 Long-Term Incentive Transition

    (1)Actual non-GAAP subscription revenues is measured against pre-established targets for the final fiscal year of each of the two-year and three-year performance periods. Performance for the two-year period will be assessed based on fiscal year 2025 results against the associated target, and performance for the three-year period will be assessed based on fiscal year 2026 results against the associated target. (2)Going forward, there will be only one three-year performance period for PRSUs. For 2025 PRSUs, non-GAAP subscription revenues performance will be determined based on fiscal year 2027 results against the associated target.

  63. 2024 Long-Term Incentive Transition

    | 58 | |

  64. Strong Growth and Profitability

    Numbers rounded for presentation purposes. ServiceNow metrics as of December 31, 2024, except as noted otherwise. (1)We adjust our renewal rate for acquisitions, consolidations and other customer events that cause the merging of two or more accounts occurring at the time of renewal. For additional information, please see the discussion under the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2024. (3)Represents the weighted average metric of our 2024 Peer Group members that are publicly-traded as of December 31, 2024 with a comparable growth metric for the last reported four fiscal quarters. See “—Section 3 - Compensation Policies and Practices—Peer Companies” for our 2024 Peer Group.

  65. Shareholder Value Creation Under McDermott Leadership

    Shareholder Value Creation Under McDermott Leadership As shown below, our TSR since Mr. McDermott became CEO in 2019 significantly outperformed our 2024 Peer Group and the S&P 500. See “—Section 3 - Compensation Policies and Practices—Peer Companies” for a list of the companies in our 2024 Peer Group. Source: S&P Capital IQ, based on latest closing price as of December 31, 2024. 2024 Peer Group only includes publicly-traded companies as of such date.

  66. 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 | | •reward strong performance appropriately and motivate outperformance •demand and reward the achievement of aggressive key performance targets | | Align with shareholders | | •align our compensation program with the creation of short-term and long-term value for shareholders •demonstrate disciplined equity usage | | Recognize performance | | •offer a compensation program design that rewards outperformance relative to our strategic and financial goals | | Drive the future of ServiceNow | | •promote our purpose of making the world work better for everyone •reinforce our values, which serve to motivate our leaders to execute at an elite level and deliver the highest level of Company, team and individual performance |

  67. 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.

  68. Overview of Key 2024 Compensation Elements

    | Pay Element | Form of Payment | Purpose | | Base Salary | Cash | •Provides a fixed cash flow to attract and retain talent with market-aligned and peer group-aligned compensation | | Annual Cash Incentive | Cash | •Incentivizes and rewards executives for outstanding short-term performance, aligning with the fast-paced and dynamic nature of our business •Aligns to growth plan strategy and incentivizes achievement of pre-defined performance objectives •Includes a diversified mix of rigorous metrics to drive growth and shareholder value creation | | Performance-based RSUs | Equity | •Incentivizes long-term shareholder value creation and strong sustained financial performance •Aligns to shareholder interests and long-term strategy •Supports retention through extended performance periods and multi-year cliff vesting •Encourages focus on long-term success | | Time-based RSUs | Equity | •Encourages behavior and initiatives that support sustained stock price growth and also acts as an effective retention tool |

  69. Metrics Underlying 2024 Performance-Based Compensation

    Metrics Underlying 2024 Performance-Based Compensation The performance metrics applicable to the 2024 annual cash incentive and PRSUs under the 2024 long-term incentive plan (“LTIP”) are linked to our financial and operational performance and closely align executive compensation with short-term and long-term shareholder value creation. In addition, the non-financial performance component of the NEOs’ 2024 annual cash incentive payout considered progress on goals that advance our broader business strategy, including our operational and cultural priorities.

  70. Metrics Underlying 2024 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 3-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-Financial Component | Measures progress on our operational and cultural goals that align with key Company priorities. | | |

  71. Metrics Underlying 2024 Performance-Based Compensation

    | Metric/ Component | Rationale | Annual Cash Incentive Plan | LTIP (PRSUs) | | 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. | | | | rTSR | Measures our stock price performance relative to the S&P 500 index (“rTSR”) beginning January 1st of the year a PRSU award is granted and ending December 31st of the last year of the performance period. This metric directly links executive officer pay to long-term shareholder value creation. | | |

  72. Metrics Underlying 2024 Performance-Based Compensation

    | What We Did. In 2024, there are no overlapping metrics in the annual cash incentive and LTIP. For additional information, see “—Section 1 - Executive Summary—Say on Pay and Shareholder Engagement.” |

  73. Annual Cash Incentive

    Annual Cash Incentive Our NEOs are eligible for an annual cash incentive based on the Company’s achievement of specific annual performance goals. 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. Beginning in 2024, in response to shareholder feedback outlined in “—Section 1 - Executive Summary—Say on Pay and Shareholder Engagement,” non-GAAP subscription revenues was removed as a performance metric from the annual cash incentive to eliminate overlap with LTIP metrics. NNACV and non-GAAP operating margin were retained as the performance metrics, with NNACV weighted at 70% to prioritize top-line growth and non-GAAP operating margin weighted at 30% to reinforce operational efficiency and disciplined investment. Non-financial goals serve as a potential modifier to payouts determined by our financial performance.

  74. Assessing Performance and Payout

    Assessing Performance and Payout The determination of 2024 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.

  75. Annual Cash Incentive Funding

    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.

  76. Annual Cash Incentive Funding

    | Metric | Weight | Target | Calculation | | NNACV | 70% | $2,146 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 2023. | | Non-GAAP Operating Margin | 30% | 28% - 30% | 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 2023. |

  77. 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.

  78. Annual Cash Incentive Funding

    | Target NNACV x 85% | | Funding Hurdle | | $2,146 million NNACV x 85% | = | $1,824 million NNACV |

  79. Annual Cash Incentive Funding

    Upon achieving the funding hurdle, each of the Company’s financial performance metrics is evaluated 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 100% funding, while performance at or above the maximum level results in 150% funding, and threshold performance results in 50% funding. If performance is below the threshold level, no payment will be made for the particular metric.

  80. Annual Cash Incentive Funding

    | 2025 Proxy Statement | 65 |

  81. Annual Cash Incentive Funding

    The achievement calculation for each financial performance metric under the annual cash incentive plan is detailed below:

  82. Annual Cash Incentive Funding

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

  83. Annual Cash Incentive Funding

    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:

  84. Annual Cash Incentive Funding

    | Funding | Company Financial Performance Metrics | Achievement % | Weight | = | Total Funding | | | NNACV | 99.0%x | 70% | | 99.3% | | | Non-GAAP Operating Margin | 100.0%x | 30% | | |

  85. 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 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.

  86. Annual Cash Incentive Payout Percentage

    | 66 | |

  87. Non-Financial Performance Goals

    Non-Financial Performance Goals In 2024, the Compensation Committee approved non-financial performance goals for our NEOs as a group that align with key Company priorities. While the 2024 non-financial performance goals are generally similar to prior year goals, they have been recategorized, and employee statistical goals have been adjusted slightly to better align with our strategic and organizational priorities. Each goal and the results are described below.

  88. Non-Financial Performance Goals

    | Non-Financial Performance Goals | Achievement | | Operational •Meet or beat net promoter score plan •Meet or beat gross retention rate plan •Beat number of new customers plan •Beat planned customer product quality feedback levels | •Achieved net promoter score plan •Exceeded gross retention rate plan •Solid increase in the number of new customers •Exceeded planned customer product quality feedback levels | | Cultural •Beat planned Employee Voice Survey (“EVS”) engagement score •Obtain statistical equivalency in EVS engagement score between employee groups •Progress towards carbon neutrality and renewable electricity goals | •Exceeded planned EVS engagement score •Achieved EVS engagement score statistical equivalency between employee groups •Continued progress towards carbon neutrality and renewable electricity |

  89. Non-Financial Performance Goals

    Based on its evaluation of the non-financial performance goals, the Compensation Committee determined not to reduce the total annual cash incentive payout of 99.3% of the target annual cash incentive amount for each NEO.

  90. Non-Financial Performance Goals

    | | Total Funding (99.3%) | | | | | Payout | Company Financial Performance Metrics (75-100% of payout) | | | Total Annual Cash Incentive Payout 99.3% | | | •NNACV •Non-GAAP Operating Margin | Non-Financial Performance Goals (potential up to -25% adjustment) | = | |

  91. Non-Financial Performance Goals

    | 2025 Proxy Statement | 67 |

  92. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    2024 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 2024, the Compensation Committee adjusted the annual cash incentive target percentage for certain of our NEOs as outlined below. In making its determination, the Compensation Committee considered competitive market data, including data about our peers, provided by its independent compensation consultant, the need to retain an experienced leadership team, each person’s role and scope of responsibilities, experience, internal equity and individual performance, among other factors.

  93. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer(1) | 2023 Annual Cash Incentive Target (% of Base Salary) | 2024 Annual Cash Incentive Target (% of Base Salary) | | Mr. McDermott | 200% | 200% | | Ms. Mastantuono | 100% | 125% | | Mr. Smith | 100% | 125% | | Ms. Canney | 100% | 100% |

  94. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    (1) Mr. Zavery’s 2024 annual cash incentive target was 125% of his base salary, as provided in his offer letter. Mr. Desai’s annual cash incentive target was 100% and 125% of his base salary for 2023 and 2024, respectively. The total payout percentage of 99.3% is then applied to the 2024 actual annual cash incentive targets to arrive at the actual cash incentive earned by each of our NEOs as set forth below. These amounts were paid in March 2025.

  95. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer(1) | 2024 Actual Annual Cash Incentive Target(2) | | | 2024 Actual Annual Cash Incentive Earned | | Mr. McDermott | $2,700,000x | 99.3% Annual Cash Incentive Payout | = | $2,681,100 | | Ms. Mastantuono | $1,019,467 | | | $1,012,331 | | Mr. Smith | $901,103 | | | $894,795 | | Ms. Canney | $691,803 | | | $686,961 |

  96. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    (1)Mr. Zavery’s 2024 actual annual cash incentive earned was $198,397, which was pro-rated according to his start date in October 2024. Mr. Desai was paid 50% of his bonus as discussed in “Executive Compensation Tables—Potential Payments upon Termination and Change in Control.” (2)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.

  97. 2024 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | 68 | |

  98. Long-Term Incentive Plan

    Long-Term Incentive Plan To respond to shareholder feedback and to ensure the executive compensation program continues to align with the Company’s long-term performance objectives, the Compensation Committee implemented key changes to the 2024 LTIP. The key changes included: •Eliminating overlapping metrics. NNACV and FCF margin were replaced with non-GAAP subscription revenues. •Extending the PRSU Performance Period. The performance period for PRSUs was lengthened from one year to three years. To facilitate the transition to a three-year performance period and mitigate significant year-over-year pay disruptions, the Compensation Committee implemented the following additional transitional changes: •Adjusted LTIP equity mix. We adjusted the equity mix used in 2023 to a mix of 60% PRSUs / 40% RSUs for 2024. •Two-Year and Three-Year Performance Periods. One-third of the 2024 PRSUs will be determined based on a two-year performance period, while the remaining two-thirds will be determined based on a three-year performance period. •Two-Year and Three-Year Cliff Vesting. One-third of the 2024 PRSUs will vest after two years, with the remaining two-thirds vesting after three years. •Back-Loaded RSU Vesting. RSU vesting is structured to mitigate year-over-year pay disruptions, with 10% vesting quarterly in the first year and 45% vesting quarterly over each of the second and third years. For more detail on the changes to the LTIP and on the 2024 transitional structure see “—Section 1 - Executive Summary—Say on Pay and Shareholder Engagement.”

  99. 2024 Long-Term Incentive Plan

    2024 Long-Term Incentive Plan

  100. 2024 Target LTI Awards

    2024 Target LTI Awards For 2024, the Compensation Committee set total target long-term incentive awards (“LTI awards”) taking into account competitive market data provided by its independent compensation consultant, the scope of each NEO’s role and individual performance and internal equity, among other factors, and with the goal of retaining a high-performing and sought-after executive team in a highly competitive market. The table below shows the 2024 target LTI awards for PRSUs and RSUs.

  101. 2024 Target LTI Awards

    | Named Executive Officer(1) | Target PRSU Awards | Target RSU Awards | Total Target LTI Awards | | Mr. McDermott | $18,000,000 | $12,000,000 | $30,000,000 | | Ms. Mastantuono | $8,100,000 | $5,400,000 | $13,500,000 | | Mr. Smith | $9,810,000 | $6,540,000 | $16,350,000 | | Ms. Canney | $5,400,000 | $3,600,000 | $9,000,000 |

  102. 2024 Target LTI Awards

    (1)Mr. Zavery joined ServiceNow in October 2024 and did not receive 2024 LTI awards. Mr. Desai’s total target LTI Awards was $20 million, which consisted of $12 million of PRSUs and $8 million of RSUs. All of Mr. Desai’s outstanding equity awards, including PRSUs and RSUs, ceased to vest and were cancelled at the time of his separation in July 2024.

  103. 2024 Target LTI Awards

    | 2025 Proxy Statement | 69 |

  104. Equity Mix

    Equity Mix 2024 LTI awards consist of 60% PRSUs and 40% time-based RSUs. The Compensation Committee believes that having a majority of our LTI awards consist of PRSUs supports a high-performance culture that rewards sustained value creation in alignment with shareholder interests.

  105. Equity Mix

    | 2024 LTIP | = | PRSUs (60%) | + | RSUs (40%) |

  106. 2024 Performance-Based Restricted Stock Units

    2024 Performance-Based Restricted Stock Units PRSUs are a key component of our executive compensation program. The 2024 PRSUs are designed to align executive compensation with long-term growth and shareholder value.

  107. 2024 PRSU Calculation Methodology

    | What We Did. In 2024, there are no overlapping metrics between the annual cash incentive and PRSUs, as NNACV was not a metric for such PRSUs. For additional information, see “—Section 1 - Executive Summary—Say on Pay and Shareholder Engagement.” |

  108. 2024 PRSU Achievement and Payout Criteria

    2024 PRSU Achievement and Payout Criteria For the 2024 PRSUs, the Compensation Committee established an achievement schedule that requires a high level of performance for any payout. No PRSUs will be earned unless the Company achieves at least 98.8% of the target non-GAAP subscription revenues in 2025 for the two-year period and 97.7% in 2026 for the three-year period. The achievement calculation for non-GAAP subscription revenues is described in more detail below:

  109. 2024 PRSU Achievement and Payout Criteria

    | Non-GAAP Subscription Revenues | 2025 | | 2026 | | | | % of Target | Achievement %(1) | % of Target | Achievement %(1) | | Maximum | 102.8% | 200% | 105.3% | 200% | | Target | 100% | 100% | 100% | 100% | | Threshold | 98.8% | 50% | 97.7% | 50% | | Below Threshold | <98.8% | — | <97.7% | — |

  110. 2024 PRSU Achievement and Payout Criteria

    (1)Achievement will not exceed 200% of the target number of shares. After actual non-GAAP subscription revenues achievement is determined (relative to the pre-established targets), the rTSR modifier is applied to determine the final payout of the PRSUs. The rTSR ranking and percentage adjustments are detailed below.

  111. 2024 PRSU Achievement and Payout Criteria

    | rTSR Ranking | % Adjustment(1) | | ≥ 80th Percentile | 120% | | 55th Percentile | 100% | | ≤ 40th Percentile | 80% |

  112. 2024 PRSU Achievement and Payout Criteria

    (1)Performance between the rTSR percentiles is determined on a straight-line basis proportional to the extent to which the performance objective is achieved.

  113. 2024 PRSU Achievement and Payout Criteria

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  114. 2024 Restricted Stock Units

    2024 Restricted Stock Units The Compensation Committee believes RSUs are an important component of our LTI awards because they promote the stability and retention of high-caliber executives who are critical to the successful execution of our business strategy. Vesting of these RSUs is back-loaded, with 10% vesting quarterly in the first year and 45% vesting quarterly over each of the second and third years. The following RSUs were granted to our NEOs under the 2024 LTIP:

  115. 2024 Restricted Stock Units

    | Named Executive Officer(1) | Target Value of RSU Awards | RSU Awards (number of shares)(2) | | Mr. McDermott | $12,000,000 | 15,586 | | Ms. Mastantuono | $5,400,000 | 7,014 | | Mr. Smith | $6,540,000 | 8,495 | | Ms. Canney | $3,600,000 | 4,676 |

  116. 2024 Restricted Stock Units

    (1)Mr. Zavery joined ServiceNow in October 2024 and did not receive 2024 RSU awards. Mr. Desai’s target value of RSU awards was $8 million and his number of shares subject to RSU awards was 10,391. All of Mr. Desai’s outstanding equity awards, including RSUs, ceased to vest and were cancelled at the time of his separation in July 2024. (2)All awards were granted effective as of February 15, 2024. Consistent with our standard practice, the number of shares was determined 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.

  117. New-Hire Award for Amit Zavery

    New-Hire Award for Amit Zavery Mr. Zavery was granted an equity award in connection with his hiring with a target value of $29 million, which represents the full economic equivalent of the amount Mr. Zavery forfeited from his prior employer. This award is entirely structured as a make-whole award. To align this award with the Company’s long-term incentive framework, only a portion is subject to time-based vesting and the remainder is subject to performance-based conditions, even though all of the outstanding equity Mr. Zavery forfeited was only subject to a time-based condition. Mr. Zavery’s new-hire grant is detailed below: •80% RSUs: Vesting over two years, with 67% vesting in equal quarterly installments in 2025 and the remaining 33% vesting in equal quarterly installments in 2026, subject to Mr. Zavery’s continued employment with the Company through each vesting date. •20% PRSUs: Subject to the same performance metrics and targets used to determine the initial vesting of the 2024 PRSUs granted to other NEOs, Mr. Zavery’s PRSU performance will be measured over a two-year period from January 1, 2024 to December 31, 2025, with 100% of the PRSUs cliff vesting on February 7, 2026, which is concurrent with the initial vesting of the 2024 PRSUs granted to other NEOs. This carefully structured award ensures alignment with the Company’s compensation philosophy while addressing the specific circumstances of Mr. Zavery as we welcomed him to our leadership team.

  118. 2022 PRSU rTSR Performance Results

    2022 PRSU rTSR Performance Results The final vesting of our 2022 PRSU awards granted to our NEOs was determined based on rTSR for the three-year period ending December 31, 2024. The design of the 2022 PRSU rTSR modifier is the same as the rTSR modifier applicable to the 2024 PRSUs. For additional information, see the “—2024 PRSU Achievement and Payout Criteria” section above. Based on the performance of the Company’s stock during the three-year period ended December 31, 2024, the Compensation Committee determined that the Company’s three-year rTSR ranked at the 87th percentile against the TSR of companies comprising the S&P 500 index. This ranking results in a payout of 120% of the number of shares initially determined as eligible to vest based on the Company's achievement of the NNACV and free cash flow margin targets for 2022. The number of shares vesting for each NEO under the 2022 PRSU awards is shown below.

  119. 2022 PRSU rTSR Performance Results

    | Named Executive Officer | Shares Initially Eligible to Vest | | | Total Shares Eligible to Vest | | Already-Vested Shares | | Final Vesting (shares vesting on final vesting date) | | Mr. McDermott | 33,119x | 120%(1) rTSR Modifier | = | 39,743 | - | 26,496 | = | 13,247 | | Ms. Mastantuono | 12,545 | | | 15,054 | | 10,035 | | 5,019 | | Mr. Smith | 12,545 | | | 15,054 | | 10,035 | | 5,019 | | Ms. Canney | 7,527 | | | 9,033 | | 6,023 | | 3,010 |

  120. 2021 PSO Award Status

    2021 PSO Award Status In light of their intentional, rigorous, double-hurdle design, significant revenue growth and stock price appreciation is required to fully earn the PSO Awards. No new one-time equity awards have been granted to any NEO holding a 2021 PSO Award. As disclosed previously, in 2021, our NEOs who were employed by the Company at the time received 100% performance-based stock option awards (the “2021 PSO Awards”). The 2021 PSO Awards will vest only if rigorous performance targets are met over an approximately five-year performance period running from October 29, 2021 to and including September 30, 2026. The 2021 PSO Awards are divided into eight tranches and can be earned only upon both meeting subscription revenues targets even more rigorous than our aggressive long-term financial plan and achieving considerable stock price appreciation. Our leadership team has met the first four tranches of subscription revenues targets (with subscription revenues targets achieved for tranches 1, 2 and 3 in 2023 and tranche 4 in 2024) and the first four tranches of stock price targets (with stock price targets achieved for tranches 1, 2 and 3 in 2024 and tranche 4 in 2025), such that the first three tranches of the 2021 PSO Awards vested in 2024 and the fourth tranche vested in 2025.

  121. Timing of Equity Grants

    Timing of Equity Grants All equity grants made to executive officers must be either directly approved by the Compensation Committee or through delegated authority by the Plan Grant Administrator, Mr. McDermott. The Compensation Committee does not currently take material non-public information into account when determining the timing of equity grants, and the Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. During 2024, the Company did not grant stock options (or similar awards). We generally grant annual equity awards to our NEOs on a pre-established schedule.

  122. 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. The Compensation Committee has historically retained the services of Compensia, Inc. (“Compensia”) as its independent compensation consultant. In July 2024, our Compensation Committee changed its compensation consultant from Compensia to Pay Governance to provide a fresh perspective for the Compensation Committee as it evaluated the Company’s executive compensation program. Consulting representatives from Compensia and Pay Governance, as applicable for the time period during which each firm served as consultant to the Compensation Committee, met informally with the Chair of the Compensation Committee and formally with the Compensation Committee during its regular meetings in 2024, including in executive sessions from time to time without management present. Compensia and Pay Governance representatives worked directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities. During 2024, Compensia performed the following services for the Compensation Committee: •Supported compensation-related disclosures, including review of the Compensation Discussion and Analysis in the 2024 proxy statement; •Reviewed and proposed 2024 base salaries and short- and long-term incentive compensation program practices; •Provided compensation data and analysis based on similarly-situated executive officers at our compensation peer group companies to help guide 2024 compensation determinations; and •Advised on non-employee director compensation for 2024, including based on compensation data and analysis of our peer group companies and compensation limits. In addition, Compensia and Pay Governance both performed the following service for the Compensation Committee: •Updated the Compensation Committee on general say on pay results, regulatory developments, emerging executive compensation trends and best practices. Separately, Pay Governance provided additional services in 2024, which included: •Reviewed short- and long-term incentive compensation program practices; •Assisted in the review of, and update to, the compensation peer group; and •Provided compensation data and analysis based on similarly-situated executive officers at our compensation peer group companies to help guide 2025 compensation determinations. Pay Governance, our current consultant, maintains an independence policy designed to prevent conflicts of interest and does not provide any other services to the Company. Compensia, our former consultant, maintained a policy specifically designed to prevent conflicts of interest and did not provide any additional services to the Company. The Compensation Committee considered the independence of both Compensia and Pay Governance in accordance with SEC and NYSE rules when selecting the applicable firm as its compensation consultant. In addition, Company management separately retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise on the structure and design of the Company’s 2024 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 2024 executive compensation program.

  123. Role of Compensation Consultant

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  124. 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 to us. In July 2024, the Compensation Committee reevaluated our peer group (the “2024 Peer Group”). In its evaluation, it generally considered both quantitative factors (such as revenue, market capitalization and gross profit) and qualitative factors (such as business focus, growth trajectory and geography). It also reviewed Pay Governance’s recommendation, made adjustments noted below and approved the peer group (the “2025 Peer Group”). The resulting peer group positions us closer to the median of the group on market capitalization. (1) VMware, Inc. was acquired November 2023. In addition, as a reference, the Compensation Committee reviewed the compensation practices of Alphabet Inc., Amazon.com Inc., Apple Inc. and Microsoft Corporation (the “Supplemental Reference Group”) as part of our 2024 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 2024 Peer Group, however, given their larger scale. 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.

  125. Peer Companies

    | 2025 Proxy Statement | 79 |

  126. Compensation Governance

    | What We Do | What We Do Not Do | | Pay for performance Target a significant portion of total annual compensation at-risk Award a majority of LTI awards as PRSUs Denominate and settle all LTI awards in equity Use rigorous performance goals Use both absolute and relative metrics Incorporate operational and cultural goals aligned with key Company priorities 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” change in control 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 | |

  127. Compensation Risk Assessment

    | What We Do | | Mix of fixed and variable components in our executive 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 designed to be 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 Our clawback policy requires the recoupment of certain erroneously paid performance-based incentive compensation in the event of a financial restatement. 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 financial restatement. |

  128. 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 2024, and we have not agreed, and are not otherwise obligated, to provide any executive officer with such a “gross-up” or other reimbursement payment.

  129. Section 4 - NEO Employment Agreements

    Section 4 - NEO Employment Agreements We entered into an employment agreement with each NEO to encourage 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. 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 is provided below. These agreements also provided for certain severance payments and benefits under specified circumstances. However, on or after January 1, 2025, NEO employment agreements incorporate terms of the new ServiceNow, Inc. Executive Severance Policy (the “Severance Policy”) adopted by the Company to standardize severance payments and benefits for our executive leadership team.(1) The Severance Policy provides for specific payments and benefits to be paid to our Company’s executive leadership team upon a “Qualifying Termination” (as defined in the Severance Policy), which is incurred if the NEO’s employment is terminated (i) by us for any reason other than Cause, death or Disability or (ii) by the NEO for Good Reason (with “Cause,” “Good Reason” and “Disability” as defined in the Severance Policy). The Severance Policy also provides for certain payments upon an applicable executive’s death or Disability.

  130. Employment Agreements

    Employment Agreements

  131. 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. Following the initial term, Mr. McDermott’s employment agreement automatically renews for additional terms of one year. 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, including the following awards that vested in 2024: •a new hire RSU award representing 63,925 shares of common stock (the “New-Hire RSU”), which became fully vested in November 2024; and •a new hire performance-based stock option to purchase 160,646 shares of common stock, which vested only upon satisfaction of both time-vesting and performance-vesting conditions (the “New-Hire Option”). The time-vesting condition for the New-Hire Option was 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. As of December 31, 2024, 100% of the New-Hire Option was time-vested. The New-Hire Option also included aggressive stock price performance targets (the “McDermott Option Performance Condition”). These conditions required 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 time-vesting date to be at least $399.47 (i.e., 50% higher than the New-Hire Option’s exercise price). The performance condition was fully met in 2024. (1)For a copy of the Severance Policy, please see Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on December 27, 2024.

  132. Mr. Zavery

    Mr. Zavery On September 17, 2024, we entered into an employment agreement with Mr. Zavery to serve as our President, Chief Product Officer, and Chief Operating Officer. Mr. Zavery began his employment with us on October 28, 2024 (the “Start Date”). Mr. Zavery’s employment agreement provides for an initial annual base salary and a target annual cash bonus opportunity based upon achievement of both Company and individual performance objectives as established by the Compensation Committee. Additionally, Mr. Zavery’s employment agreement entitled him to a cash sign-on bonus of $3 million, payable in two installments, to replace compensation he forfeited upon leaving his previous employer. The first installment of $1 million was paid on the first payroll date after the one-month anniversary of Mr. Zavery’s Start Date, while the second installment of $2 million will be paid on the first payroll date after the six-month anniversary of Mr. Zavery’s Start Date. If Mr. Zavery’s employment is terminated by the Company for Cause or if he voluntarily resigns without Good Reason (each as defined in his employment agreement) prior to the first anniversary of the Start Date, Mr. Zavery’s sign-on bonus is subject to clawback or repayment. Mr. Zavery’s employment agreement also provided for a new-hire equity award with a total value of $29 million to replace the outstanding equity awards he forfeited upon leaving his previous employer, as discussed in the section above titled “—Long-Term Incentive Plan—New-Hire Award for Amit Zavery.”

  133. Mr. Smith

    Mr. Smith On November 25, 2024, we entered into an employment agreement with Mr. Smith for his permanent relocation to the United States. This agreement updates the terms and conditions of his employment, superseding and replacing his prior employment agreement with us. Mr. Smith’s employment agreement provides for an initial annual base salary and a target annual cash bonus opportunity based upon achievement of both Company and individual performance objectives as established by the Compensation Committee. Mr. Smith’s annual base salary and target annual bonus opportunity are intended to align with his base salary approved in GBP and target bonus opportunity approved for 2024. Mr. Smith was eligible for reimbursement or payment of up to $30,000 in legal or financial advisory fees in connection with the negotiation of his employment agreement.

  134. Other NEOs

    Other NEOs We have employment agreements with each of our other actively employed NEOs. These agreements, along with our agreement with Mr. McDermott, have been filed or incorporated by reference as exhibits to the Company’s 2024 Annual Report on Form 10-K. Each NEO’s employment agreement, as amended, and/or equity award agreements also contain provisions that, prior to the effectiveness of the Severance Policy, provided for certain payments and benefits upon (i) a change in control of the Company, (ii) an involuntary termination, or (iii) an involuntary termination in connection with a change in control of the Company, as discussed more fully immediately below. With the limited exceptions discussed below, the Severance Policy now governs the terms of payments and benefits upon a given NEO’s termination of employment. The actual amounts that would be paid or distributed to an eligible NEO upon the occurrence of a triggering event in the future may be different from those presented below. For example, notwithstanding the Severance Policy and the severance and change in control terms that were in effect prior to its effectiveness, we, or an acquirer, may mutually agree with any NEO to provide payments and benefits on terms that vary from those currently contemplated. In addition to the amounts presented below, an NEO would also be able to exercise any previously vested stock options that such individual held. For more information about the NEOs’ outstanding equity awards as of December 31, 2024, please see the section titled “Executive Compensation Tables—2024 Outstanding Equity Awards at Fiscal Year End” below. The NEOs are also eligible to receive any benefits accrued under our broad-based benefit plans, in accordance with the terms of those plans. For purposes of the following discussion, unless otherwise specified, the following terms are defined in the applicable NEO’s employment agreement: “Actual Bonus,” “Cause,” “Change in Control,” “Good Reason,” and “Target Bonus.”(1) Receipt of the severance benefits summarized below is conditioned on the applicable NEO’s execution and non-revocation of a release of claims in favor of the Company. (1)In the context of the Severance Policy, all capitalized terms used herein are defined as in the Severance Policy and should be interpreted accordingly.

  135. Termination of Employment Not in Connection with a Change in Control

    Termination of Employment Not in Connection with a Change in Control Prior to January 1, 2025, under his Employment Agreement: Had Mr. McDermott’s employment with us been terminated after his employment agreement’s initial five-year term as a result of non-renewal by us, then, if the McDermott Option Performance Condition (as defined above) was achieved at or within two years after the initial five-year term, Mr. McDermott would have received immediate acceleration of the number of then-unvested shares subject to the New-Hire Option that was subject to such condition. However, as described above, the New-Hire Option was fully vested in the ordinary course by December 31, 2024. Additionally, had Mr. McDermott’s employment with us been terminated without “Cause” or for “Good Reason” other than in connection with a “Change in Control,” then Mr. McDermott would have been entitled to receive a lump sum payment equal to 12 months of his then current base salary, a lump sum payment equal to his “Actual Bonus” for the then-current fiscal year based on actual achievement of Company performance objectives and deemed 100% achievement of personal performance objectives (if any), 12 months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), 15 months acceleration of any then-unvested shares subject to the New-Hire RSU (which vested in the ordinary course in November 2024), and acceleration of a number of then-unvested shares subject to any additional outstanding equity awards, excluding any future PRSU awards and excluding the 2021 PSO Award (discussed separately below), equal to the number of shares that would have vested during the next 15-month period following termination if Mr. McDermott had remained employed as our CEO through such period, subject to any performance goal having been achieved on or prior to his termination. In addition, if the McDermott Option Performance Condition had been achieved on or within two years of his termination date, then Mr. McDermott would also have been entitled to receive acceleration of any then-unvested shares subject to the New-Hire Option that were subject to such condition and that would have time-vested during the 15-month period following his termination. On or After January 1, 2025 under Severance Policy: Under the Severance Policy, if Mr. McDermott incurs a Qualifying Termination not in connection with a Change in Control, then Mr. McDermott will be entitled to receive a lump sum payment equal to 12 months of his then-current base salary; his Actual Bonus for the then-current fiscal year; a lump sum payment equal to 12 months of COBRA premiums for him and his dependents; 15 months’ acceleration of any-then unvested RSUs that would have vested had Mr. McDermott remained employed by the Company through such period following his Qualifying Termination, and acceleration of any then-unvested PRSUs on a pro-rated basis based on the number of months during the performance period in which Mr. McDermott provided services as CEO to us prior to incurring a Qualifying Termination, in addition to acceleration of any then unvested PRSUs that would have vested during the 15-month period following his Qualifying Termination based on actual achievement of performance objectives.

  136. Termination of Employment in Connection with a Change in Control

    Termination of Employment in Connection with a Change in Control Prior to January 1, 2025, under his Employment Agreement: Had Mr. McDermott’s employment with us been 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 would have been 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 had been achieved upon the Change in Control or was achieved during any post-Change in Control period prior to his termination; acceleration in full of any then-unvested shares subject to his 2022 PRSU award, 2023 PRSU award and 2024 PRSU award to the extent of achievement of (i) the performance metrics according to the terms of the respective awards and (ii) the applicable 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. 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 were not assumed, continued or substituted in the Change in Control, then the vesting of the New-Hire RSU would have accelerated in full immediately prior to the Change in Control, the New-Hire Option would have accelerated in full immediately prior to the Change in Control to the extent the McDermott Option Performance Condition had been

  137. Termination of Employment in Connection with a Change in Control

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  138. Termination of Employment in Connection with a Change in Control

    achieved upon the Change in Control and any other unvested equity would have been treated as set forth in the applicable award agreements. On or After January 1, 2025 under Severance Policy: Under the Severance Policy, if Mr. McDermott incurs a Qualifying Termination 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 plus 200% of his Target Bonus for the then-current fiscal year; a lump sum payment equal to 24 months of COBRA premiums for him and his dependents; and acceleration in full of (i) any then-unvested RSUs and (ii) any then-unvested PRSUs based on actual achievement of performance objectives.

  139. Prior to January 1, 2025 under Employment Agreements

    Prior to January 1, 2025 under Employment Agreements Pursuant to their employment agreements, severance upon a termination of employment by us without Cause or by the NEO for Good Reason included the below benefits:(1)

  140. Prior to January 1, 2025 under Employment Agreements

    | | 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 (12 months for Mr. Zavery and Mr. Smith) | Lump sum payment equal to six months of base salary (18 months for Mr. Zavery and Mr. Smith) | | Bonus | Lump sum payment equal to 50% of Actual Bonus (100% for Mr. Zavery and Mr. Smith) For Mr. Zavery, the remaining portion of his sign-on bonus (if not yet paid) | Lump sum payment equal to 50% of Target Bonus (100% for Mr. Zavery, Ms. Mastantuono, Mr. Smith and Ms. Canney) For Mr. Zavery, the remaining portion of his sign-on bonus (if not yet paid) | | COBRA/Health Coverage | Six months of premiums for the NEO and the NEO’s dependents or reimbursement thereof (12 months for Mr. Zavery and Mr. Smith) | Six months of premiums for the NEO and the NEO’s dependents or reimbursement thereof (18 months for Mr. Zavery and Mr. Smith) | | Equity Acceleration | For Mr. Zavery, acceleration of 100% of the number of then-unvested shares subject to the new-hire equity awards, with the performance-based equity portion accelerated at the target level if the performance period is ongoing at termination For Mr. Smith, pro-rata vesting of PRSUs at the end of the applicable performance period based on actual performance, with proration based on time served during the performance period | Acceleration of 100% of the number of then-unvested shares subject to RSUs and PRSUs |

  141. Prior to January 1, 2025 under Employment Agreements

    (1)Mr. Desai departed the Company in July 2024. For detail on Mr. Desai’s severance, please see “Executive Compensation Tables—Potential Payments upon Termination and Change in Control.” As stated above, these potential termination payments and benefits to Ms. Mastantuono, Mr. Zavery, Mr. Smith and Ms. Canney have since been replaced by the potential termination payments and benefits provided under the Severance Policy, with the exception of Mr. Zavery’s sign-on bonus and new-hire equity awards, which continue to be governed by his employment agreement.

  142. Prior to January 1, 2025 under Employment Agreements

    | 2025 Proxy Statement | 87 |

  143. Prior to January 1, 2025 under Employment Agreements

    Under the new Severance Policy, Eligible Employees other than the CEO who incur a Qualifying Termination within three months before or 12 months following a Change in Control are entitled to the following benefits: (i) a lump sum equal to 1.5 times the sum of their then-current annual base salary, plus their Target Bonus for the then-current fiscal year; (ii) an additional lump sum equal to the cost of COBRA medical, vision and dental benefits coverage for a period of 18 months for the NEO and the NEO’s dependents; (iii) immediate vesting of 100% of then-unvested RSUs; and (iv) immediate vesting of 100% of then-unvested PRSUs, based on actual performance. For those who incur a Qualifying Termination not in connection with a Change in Control, the Severance Policy provides: (i) cash severance equal to their then-current annual base salary, payable in a lump sum; (ii) their Actual Bonus for the then-current fiscal year, payable when such Actual Bonus would otherwise have been paid absent the Qualifying Termination; (iii) an additional lump sum equal to the cost of COBRA medical, vision and dental benefits coverage for the NEO and the NEO’s dependents for a period of 12 months; and (iv) pro-rata vesting of PRSUs at the end of the applicable performance period based on actual performance, with proration based on time served during the performance period.

  144. 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.

  145. Prior to January 1, 2025

    Prior to January 1, 2025 Consistent with our policies applicable generally to our employees prior to the effectiveness of the Severance Policy, if an NEO had died, the NEO’s beneficiary would have been eligible to receive the below benefits: •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 would 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 or on the NEO's date of death would 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 conditions, effective upon the later of the NEO's date of death or such determination of actual achievement of the performance-based vesting conditions.

  146. Prior to January 1, 2025

    •PRSUs with respect to which the applicable performance period has not concluded prior to the NEO's date of death would 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 (ii) 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 would 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 would 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. The Severance Policy has since replaced these payments and benefits applicable to our NEOs, with the exception of Mr. Smith for whom these terms continue to govern.

  147. On or After January 1, 2025 under Severance Policy

    On or After January 1, 2025 under Severance Policy Under the terms of the new Severance Policy, on or after January 1, 2025, our NEOs, with the exception of Mr. Smith, who incur a termination of employment for death are entitled to: •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; •accelerated vesting of 100% of unvested time-based RSUs; and •immediate vesting of then-unvested PRSUs, assuming target performance, but pro-rated to reflect the NEO’s length of service during the applicable performance period.

  148. Prior to January 1, 2025

    Prior to January 1, 2025 There are no disability benefits for our NEOs outside of our broad-based benefit plan except for Mr. Smith. In the event Mr. Smith’s employment terminates due to disability, Mr. Smith would be entitled to: his Actual Bonus for the year in which termination occurs, prorated for the number of days he was employed during such year; his Actual Bonus earned and payable from a prior bonus period which remains unpaid by the Company as of the date of the termination; continued vesting in full of his outstanding and unvested RSUs, in accordance with their applicable vesting schedule; and pro rata vesting of his outstanding and unvested PRSUs, subject to actual performance against performance metrics, at the time that such PRSUs were scheduled to become vested.

  149. On or After January 1, 2025 under Severance Policy

    On or After January 1, 2025 under Severance Policy With the exception of Mr. Smith, on or after January 1, 2025, under the terms of the new Severance Policy, our NEOs who incur a termination of employment for Disability are entitled to: •accelerated vesting of 100% of unvested time-based RSUs, which will be settled in installments in accordance with the vesting schedule set forth in the applicable award agreement; and •continued vesting of PRSUs based on actual performance, but pro-rated to reflect the NEO’s length of service during the applicable performance period. Mr. Smith is entitled to the same disability benefits as prior to the effectiveness of the Severance Policy.

  150. On or After January 1, 2025 under Severance Policy

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  151. On or After January 1, 2025 under Severance Policy

    The Leadership Development and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Leadership Development and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024. Submitted by the Leadership Development and Compensation Committee:

  152. 2024 Summary Compensation Table

    2024 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 2024, 2023 and 2022.

  153. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | William R. McDermott, Chairman and Chief Executive Officer | 2024 | 1,350,000 | — | 31,460,267 | 2,681,100 | 2,066,751 | 37,558,118 | | | 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 | | Gina Mastantuono, President and Chief Financial Officer | 2024 | 841,667 | — | 14,157,728 | 1,012,331 | 233,291 | 16,245,017 | | | 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 | | Amit Zavery, President, Chief Product Officer, and Chief Operating Officer | 2024 | 163,846 | 1,000,000(6) | 30,894,591(7) | 198,397 | — | 32,256,834 | | Paul Smith, President of Global Customer and Field Operations(8) | 2024 | 755,726 | — | 17,146,708 | 894,795 | 1,366,986 | 20,164,215 | | | 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 and AI Enablement Officer | 2024 | 691,667 | — | 9,438,487 | 686,961 | 36,029 | 10,853,144 | | | 2023 | 633,333 | — | 7,648,497 | 753,631 | 25,815 | 9,061,276 | | | 2022 | 550,000 | — | 6,205,732 | 496,100 | — | 7,251,832 | | Chirantan “CJ” Desai, Former President and Chief Operating Officer | 2024 | 580,353 | — | 20,973,775 | — | 1,689,890 | 23,244,018 | | | 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 |

  154. 2024 Summary Compensation Table

    (1)The amounts reported in the Salary column reflect actual salary earned during fiscal 2024, pro-rated to account for base salary changes occurring during the year. NEO base salary changes for 2024 were effective March 1, 2024, except for Mr. Zavery who joined the Company in October 2024. In November 2024, Mr. Smith entered into an employment agreement for his permanent relocation to the United States, under which his annual base salary was set at $761,256. The USD-denominated salary amount was determined by converting his approved 2024 base salary of £600,000 at the applicable exchange rate; the actual amount reported in the Salary column reflects only the portion earned during the year, based on the timing of salary changes and proration. (2)The amounts reported in the Stock Awards 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 equity awards. The amounts reported in the Stock Awards column represent the grant date fair value of the RSUs and target PRSUs, 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 with service- and/or performance-based vesting conditions, and a Monte Carlo simulation is used to calculate the fair value of PRSUs with service-, performance- and market-based vesting conditions, as applicable and as disclosed in Notes 2 and 14 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts reported in the Stock Awards column for PRSUs assume the probable outcome of the performance and market conditions at the grant date.

  155. 2024 Summary Compensation Table

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  156. 2024 Summary Compensation Table

    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 $31,460,267 when computed in accordance with ASC Topic 718. 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 2024 would increase from target to maximum as shown in the table below:

  157. 2024 Summary Compensation Table

    | Named Executive Officer | Target ($) | Maximum ($) | | Mr. McDermott | 19,303,187 | 38,606,375 | | Ms. Mastantuono | 8,686,808 | 17,373,617 | | Mr. Zavery | 6,402,771 | 12,805,542 | | Mr. Smith | 10,520,608 | 21,041,216 | | Ms. Canney | 5,791,207 | 11,582,414 | | Mr. Desai | 12,868,795 | 25,737,589 |

  158. 2024 Summary Compensation Table

    (3)The amounts reported in the Non-Equity Incentive Plan Compensation column for 2024 represent annual cash incentives paid to the NEOs as described under “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program—Annual Cash Incentive” above. (4)For 2024, All Other Compensation reported for each NEO includes the following: For Mr. McDermott, $1,891,036 for the cost of home security, including implementing security systems and upgrades as recommended by the independent security firm described in the section “Compensation Discussion and Analysis—Section 2 - Executive Perquisites and Other Benefits;” $73,943 for long-term disability insurance premium; $39,817 for personal use of chartered air; $26,447 for the cost of food, lodging and spousal attendance at an annual Company-sponsored event (together, the “Company Event Costs”); 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, and financial planning services. 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 Ms. Mastantuono, $181,494 for the cost of home security, including implementing security systems and upgrades as recommended by the independent security firm described in the section “Compensation Discussion and Analysis—Section 2 - Executive Perquisites and Other Benefits; $26,447 for Company Event Costs; a matching contribution of $9,350 in the Company’s 401(k) plan; and financial planning services that did not exceed the threshold of Ms. Mastantuono’s total perquisites and personal benefits. For Mr. Smith, $703,694 for relocation assistance and $532,086 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; $41,537 of Company matching contributions under our UK Workplace Pension Scheme pursuant to his employment agreement; $30,000 for reimbursement of legal and financial advisor fees as provided under his employment agreement; $29,359 for Company Event Costs; and costs that did not exceed the threshold of Mr. Smith’s total perquisites and personal benefits including financial planning services and a car allowance. For Ms. Canney, $36,029 for the cost of home security. For Mr. Desai, an aggregate of $1,147,151 in severance payment consisting of $525,000 (as a lump sum payment equal to six months of his base salary) and $622,151 (representing 50% of his bonus for 2024); $148,783 for relocation assistance and $354,404 tax equalization payments made on behalf of Mr. Desai in connection with his temporary relocation at the Company’s request; $29,202 for Company Event Costs; and a matching contribution of $10,350 in the Company’s 401(k) plan. Mr. Desai forfeited all unvested equity awards previously granted to him and did not receive any additional compensation in connection with his departure. For more detail on the severance payments to Mr. Desai, please see “Executive Compensation Tables—Potential Payments upon Termination and Change in Control.” (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)This amount represents the first installment of the sign-on bonus paid to Mr. Zavery pursuant to his employment agreement. (7)This amount represents the new-hire award granted to Mr. Zavery’s pursuant to his employment agreement. For more detail, please see “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program—Long-Term Incentive Plan—New Hire Award for Amit Zavery.” (8)A portion of Mr. Smith’s base salary and other compensation was paid in GBP; amounts shown in the table have been converted to USD at the average fiscal 2024 exchange rate of 1 GPB to 1.27807 USD.

  159. 2024 Summary Compensation Table

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  160. 2024 Grants of Plan Based Awards

    2024 Grants of Plan Based Awards The following table presents information concerning each grant of a cash or equity award made during 2024 to our NEOs and supplements the information about these awards in the “—2024 Summary Compensation Table.”

  161. 2024 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 | 2/15/2024 | 1/23/2024 | | | | 11,690 | 23,379 | 46,758 | | 19,303,187 | | | 2/15/2024 | 1/23/2024 | | | | | | | 15,586 | 12,157,080 | | | | 1/23/2024 | 945,000 | 2,700,000 | 4,050,000 | | | | | | | Ms. Mastantuono | 2/15/2024 | 1/22/2024 | | | | 5,261 | 10,521 | 21,042 | | 8,686,808 | | | 2/15/2024 | 1/22/2024 | | | | | | | 7,014 | 5,470,920 | | | | 1/22/2024 | 356,813 | 1,019,467 | 1,529,201 | | | | | | | Mr. Zavery | 11/15/2024 | 10/21/2024 | | | | 3,027 | 6,054 | 12,108 | | 6,402,771 | | | 11/15/2024 | 10/21/2024 | | | | | | | 24,216 | 24,491,820 | | | | 10/21/2024 | 71,683 | 204,808 | 307,212 | | | | | | | Mr. Smith | 2/15/2024 | 1/22/2024 | | | | 6,371 | 12,742 | 25,484 | | 10,520,608 | | | 2/15/2024 | 1/22/2024 | | | | | | | 8,495 | 6,626,100 | | | | 1/22/2024 | 315,386 | 901,103 | 1,351,655 | | | | | | | Ms. Canney | 2/15/2024 | 1/22/2024 | | | | 3,507 | 7,014 | 14,028 | | 5,791,207 | | | 2/15/2024 | 1/22/2024 | | | | | | | 4,676 | 3,647,280 | | | | 1/22/2024 | 242,131 | 691,803 | 1,037,705 | | | | | | | Mr. Desai | 2/15/2024 | 1/22/2024 | | | | 7,793 | 15,586 | 31,172 | | 12,868,795 | | | 2/15/2024 | 1/22/2024 | | | | | | | 10,391 | 8,104,980 | | | | 1/22/2024 | 438,576 | 1,253,073 | 1,879,610 | | | | | |

  162. 2024 Grants of Plan Based Awards

    (1)Represents the amounts that the NEOs were eligible to receive under our 2024 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 - Executive Compensation Program—Annual Cash Incentive.” The actual amounts earned by and paid to the NEOs for 2024 are set forth in the “—2024 Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” For Mr. Zavery, the amounts reflect Mr. Zavery’s 2024 annual cash incentive plan payout opportunity, which was pro-rated for his start date in 2024. (2)Represents the number of shares of common stock subject to PRSUs granted to the NEOs during 2024. The columns show the number of shares that could vest at threshold, target and maximum levels of performance. Except for Mr. Zavery, one-third of the PRSUs will be assessed over a two-year period ending December 31, 2025, and the remaining two-thirds will be assessed over a three-year period ending December 31, 2026. To determine the number of PRSUs earned, for the two-year period, non-GAAP subscription revenues performance is evaluated based on fiscal 2025 results, while for the three-year period, such performance is assessed based on fiscal 2026 results. After actual non-GAAP subscription revenues achievement is determined, the rTSR modifier is applied to determine the final payout of the PRSUs. The PRSUs cliff vest on February 7th after the end of their respective performance periods. All of Mr. Zavery’s 2024 PRSUs are assessed over a two-year period ending December 31, 2025, based on fiscal 2025 non-GAAP subscription revenue performance. The rTSR modifier is then applied and his PRSUs cliff vest on February 7, 2026. For more detail, please see section titled “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program—Long-Term Incentive Plan.” (3)Represents the number of shares of common stock subject to RSUs granted to NEOs during 2024. Except for Mr. Zavery, such RSUs vest over three years, with 3.33% vesting quarterly in the first year and 11.25% vesting quarterly over each of the second and third years, subject to the NEO’s continued service with us on each such vesting date. Mr. Zavery’s 2024 RSUs vest over two years, with 16.75% vesting quarterly in 2025 and 8.25% vesting quarterly in 2026, subject to his 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- and/or performance-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 in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.

  163. 2024 Grants of Plan Based Awards

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  164. 2024 Outstanding Equity Awards at Fiscal Year End

    2024 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, 2024.

  165. 2024 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Mr. McDermott | 128,517(3) | — | 266.31 | 11/18/2029 | | | | | | | 208,152(4) | 346,925 | 697.76 | 10/29/2031 | | | | | | | | | | | 468(5) | 496,136 | | | | | | | | | 3,002(6) | 3,182,480 | | | | | | | | | 7,488(7) | 7,938,180 | | | | | | | | | 14,028(8) | 14,871,361 | | | | | | | | | 13,247(9) | 14,043,410 | | | | | | | | | 20,276(10) | 21,494,993 | 23,172(10) | 24,565,101 | | | | | | | | | 23,379(11) | 24,784,545 | | Ms. Mastantuono | 23,493(12) | 39,160 | 655.94 | 12/13/2031 | | | | | | | | | | | 176(5) | 186,581 | | | | | | | | | 1,138(6) | 1,206,415 | | | | | | | | | 2,871(7) | 3,043,602 | | | | | | | | | 6,313(8) | 6,692,540 | | | | | | | | | 5,019(9) | 5,320,742 | | | | | | | | | 7,774(10) | 8,241,373 | 8,880(10) | 9,413,866 | | | | | | | | | 10,521(11) | 11,153,523 | | Mr. Zavery | | | | | 24,216(13) | 25,671,868 | | | | | | | | | | | 6,054(14) | 6,417,966 | | Mr. Smith | 23,493(12) | 39,160 | 655.94 | 12/13/2031 | | | | | | | | | | | 41(15) | 43,465 | | | | | | | | | 46(16) | 48,766 | | | | | | | | | 1,138(6) | 1,206,415 | | | | | | | | | 3,495(7) | 3,705,123 | | | | | | | | | 7,646(8) | 8,105,680 | | | | | | | | | 5,019(9) | 5,320,742 | | | | | | | | | 9,462(10) | 10,030,856 | 10,814(10) | 11,464,138 | | | | | | | | | 12,742(11) | 13,508,050 | | Ms. Canney | 11,745(12) | 19,582 | 655.94 | 12/13/2031 | | | | | | | | | | | 2,172(17) | 2,302,581 | | | | | | | | | 683(6) | 724,060 | | | | | | | | | 1,748(7) | 1,853,087 | | | | | | | | | 4,209(8) | 4,462,044 | | | | | | | | | 3,010(9) | 3,190,961 | | | | | | | | | 4,732(10) | 5,016,487 | 5,408(10) | 5,733,129 | | | | | | | | | 7,014(11) | 7,435,681 |

  166. 2024 Outstanding Equity Awards at Fiscal Year End

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  167. 2024 Outstanding Equity Awards at Fiscal Year End

    (1)Mr. Desai has no awards reported in this table because all of his outstanding equity awards ceased to vest and were cancelled at the time of his separation in July 2024. (2)The market value of shares is based on the latest closing price of our common stock as of December 31, 2024 of $1,060.12. (3)This stock option award was granted on November 18, 2019 and is fully vested. (4)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 the 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 - Executive Compensation Program—2021 PSO Award Status.” (5)This RSU award was granted on February 8, 2021 and vests in equal amounts on a quarterly basis over four 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. (6)This RSU award was granted on February 15, 2022 and vests in equal amounts on a quarterly basis over four 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. (7)This RSU award was granted on February 15, 2023 and vests in equal amounts on a quarterly basis over four 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. (8)This RSU award was granted on February 15, 2024 and vests over three years, with 3.33% having vested quarterly in the first year and 11.25% vesting quarterly over each of the second and third years, subject to the continued service with us on each such vesting date. (9)This PRSU award was granted on February 15, 2022, and represents the number of shares subject to the final vesting on February 12, 2025 as discussed in the section titled “Compensation Discussion and Analysis—Section 2 - 2024 Long-Term Incentive Plan—2022 PRSU rTSR Performance Results.” (10)This PRSU award was granted on February 15, 2023 and represents the number of shares subject to time-based vesting (“2023 Eligible Shares”), which was determined based on performance against the applicable NNACV and free cash flow margin targets set by the Compensation Committee in January 2024, as well as the maximum number of shares subject to the Company’s three-year rTSR performance (the ”2023 rTSR modifier”), in each case subject to continued employment or service with us on the relevant vesting dates. The following is the vesting schedule applicable to the first four vesting dates (as a percentage of the 2023 Eligible Shares): 30% vested on February 17, 2024, 15% vested on each of August 17, 2024 and February 17, 2025, and 20% is scheduled to vest on August 17, 2025. The number of shares, if any, that will vest on the final vesting date (February 17, 2026) will be determined based on the 2023 rTSR modifier. (11)This PRSU award was granted on February 15, 2024 and represents the target number of PRSUs. One-third of the PRSUs will be assessed over a two-year period ending December 31, 2025, and the remaining two-thirds will be assessed over a three-year period ending December 31, 2026. To determine the number of PRSUs earned, for the two-year period, non-GAAP subscription revenues performance is evaluated based on fiscal 2025 results, while for the three-year period, such performance is assessed based on fiscal 2026 results. After actual non-GAAP subscription revenues achievement is determined, the rTSR modifier is applied to determine the final payout of the PRSUs. The PRSUs cliff vest on February 7th of the year following each respective performance period. For more detail, please see section titled “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program—Long-Term Incentive Plan.” (12)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 applicable to each tranche are met, subject to the 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 - Executive Compensation Program—2021 PSO Award Status.” (13)This RSU award was granted on November 15, 2024 and vests over two years, with 16.75% vesting quarterly in 2025 and 8.25% vesting quarterly in 2026, subject to the continued service with us on each such vesting date. (14)This PRSU award was granted on November 15, 2024 and represents the target number of PRSUs. All of the PRSUs are assessed over a two-year period ending December 31, 2025. To determine the number of PRSUs earned, non-GAAP subscription revenues performance is evaluated based on fiscal 2025 results. After actual non-GAAP subscription revenues achievement is determined, the rTSR modifier is applied to determine the final payout of the PRSUs. The PRSUs cliff vest on February 7, 2026 at the end of the two-year performance period. For more detail, please see section titled “Compensation Discussion and Analysis—Section 2 - Executive Compensation Program—Long-Term Incentive Plan.” (15)This RSU award was granted on February 17, 2021 and vests in equal amounts on a quarterly basis over four 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. (16)This RSU award was granted on July 15, 2021 and vests in equal amounts on a quarterly basis over four years, with the first 6.25% of the shares having vested on August 7, 2021, subject to continued service with us on each such date. (17)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 having vested or scheduled to vest in equal amounts on a quarterly basis over the next three years, subject to the continued service with us on each such vesting date.

  168. 2024 Outstanding Equity Awards at Fiscal Year End

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  169. 2024 Option Exercises and Stock Vested Table

    2024 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 2024.

  170. 2024 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. McDermott | — | — | 70,145 | 56,542,721 | | Ms. Mastantuono | — | — | 23,457 | 18,548,710 | | Mr. Zavery | — | — | — | — | | Mr. Smith | — | — | 23,147 | 18,439,903 | | Ms. Canney | — | — | 15,120 | 12,033,227 | | Mr. Desai | 62,958 | 26,992,458 | 22,435 | 17,353,648 |

  171. 2024 Option Exercises and Stock Vested Table

    (1)The value realized on exercise is calculated as the difference between the closing price of the shares of our common stock underlying the options when exercised and the applicable exercise price of those options. (2)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.

  172. 2024 Option Exercises and Stock Vested Table

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  173. 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 a hypothetical change in control of the Company, termination without cause or resignation for good reason or termination without cause or resignation for good reason in connection with a change in control of the Company were to have occurred on December 31, 2024.

  174. 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 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 ($) | Cash Severance ($) | Continuation of Medical Benefits ($) | Value of Accele- rated Vesting ($)(2) | Total ($) | | Mr. McDermott | — | 4,031,100 | 27,548 | 17,382,788 | 21,441,436 | 5,400,000 | 41,322 | 55,253,454 | 60,694,776 | | Ms. Mastantuono | — | 931,166 | 15,948 | — | 947,114 | 1,444,467 | 15,948 | 22,750,175 | 24,210,590 | | Mr. Zavery | — | 2,198,397 | 32,016 | 32,089,832 | 34,320,245 | 4,475,000 | 48,025 | 28,167,388 | 32,690,413 | | Mr. Smith | — | 1,661,637 | 36,649 | 21,081,546 | 22,779,832 | 2,051,366 | 54,974 | 26,343,982 | 28,450,322 | | Ms. Canney | — | 693,481 | 18,325 | — | 711,806 | 1,041,803 | 18,325 | 16,630,102 | 17,690,230 |

  175. 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. Assumes that the per share common stock price (plus the per share value of any other consideration) received by the shareholders in the change in control is less than the stock price thresholds that have not yet been achieved for the 2021 PSO Awards. For a complete discussion of Mr. McDermott’s post-employment compensation and on how the 2021 PSO Awards are treated upon a change in 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, 2024, which was $1,060.12, 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 been accelerated was pro-rated based on the percentage of the vesting period that elapsed before the triggering event. In July 2024, the Company determined to terminate Mr. Desai’s employment “without cause,” as defined in his employment agreement, and paid the severance amount provided under the agreement. Such severance consisted of (i) a lump sum payment of $525,000, equal to six months of his base salary; (ii) a lump sum payment of $622,151, equal to 50% of his actual bonus for fiscal year 2024 based on: (x) actual achievement of Company performance objectives and (y) deemed 100% achievement of personal performance objectives, if any, less any quarterly payment previously paid, if any, and (iii) if elected by Mr. Desai, a payment of the COBRA premiums (or reimbursement of such premiums) for continued health coverage for Mr. Desai and his dependents for a period of six months, which he did not elect to receive. Mr. Desai forfeited all unvested equity awards that had been previously granted to him. Mr. Desai was required to execute a release of claims against the Company and comply with the restrictive covenants applicable to him.

  176. Potential Payments upon Termination or Change in Control

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  177. Potential Payments upon Death

    Potential Payments upon Death The following table estimates potential payments for our NEOs if the NEO had been terminated due to death on December 31, 2024. For a complete discussion on how awards are treated upon death, see “Compensation Discussion and Analysis—Section 4 - NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  178. 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 | 27,548 | 99,093,657 | 102,496,205 | | Ms. Mastantuono | 1,487,500 | 31,896 | 40,551,710 | 42,071,106 | | Mr. Zavery | 1,575,000 | 32,016 | 32,089,832 | 33,696,848 | | Mr. Smith | 1,334,985 | 36,649 | 47,701,160 | 49,072,794 | | Ms. Canney | 1,050,000 | 36,649 | 27,851,472 | 28,938,121 |

  179. 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, 2024, which was $1,060.12. For a complete discussion on how awards are treated upon death, see “Compensation Discussion and Analysis—Section 4 - NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  180. Potential Payments upon Disability

    Potential Payments upon Disability The following table estimates potential payments for Mr. Smith in the event a hypothetical involuntary termination by reason of his disability had occurred on December 31, 2024. Except for Smith, there are no disability benefits for our NEOs outside of our broad-based benefit plan. For a complete discussion on how awards are treated upon disability, see “Compensation Discussion and Analysis—Section 4 - NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  181. Potential Payments upon Disability

    | | Upon Involuntary Termination by Reason of Disability | | | | Name | Cash Severance ($) | Value of Continued Vesting of Equity ($)(1) | Total ($) | | Mr. Smith | 894,795 | $39,446,005 | 40,340,800 |

  182. Potential Payments upon Disability

    (1) The value for Mr. Smith’s continued vesting of equity is calculated based on the latest closing price of our common stock on the NYSE as of December 31, 2024, which was $1,060.12. For a complete discussion on how equity awards are treated upon disability, see “Compensation Discussion and Analysis—Section 4 - NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  183. Potential Payments upon Disability

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  184. Potential Payments upon Disability

    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, 2024:

  185. Potential Payments upon Disability

    | 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 | 6,474,428(2) | 623.14 | 19,232,629(3) | | Equity compensation plans not approved by security holders | 219,924(4) | — | — | | Total (5) | 6,694,352 | 623.14 | 19,232,629 |

  186. Potential Payments upon Disability

    (1)The weighted-average exercise price relates solely to outstanding stock options because RSU and PRSU awards do not have an exercise price. (2)Represents (i) 135,517 shares of common stock subject to stock options outstanding and 96,148 shares of common stock subject to RSU and PRSU awards outstanding under our 2012 Equity Incentive Plan and (ii) 805,691 shares of common stock subject to stock options outstanding and 5,437,072 shares of common stock subject to RSU and PRSU awards outstanding 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 where performance achievement had been determined as of December 31, 2024. For PRSUs where performance metrics and/or the rTSR component achievement had not yet been determined as of December 31, 2024, the number of shares is calculated assuming 100% of target achievement. Similarly, 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% of target, assuming all performance metrics were met. This number excludes purchase rights accruing under our Amended and Restated 2012 Employee Stock Purchase Plan. (3)Represents (i) 11,113,151 shares remaining available for future issuance under our 2021 Equity Incentive Plan and (ii) 8,119,478 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, which 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)6,540 shares of common stock subject to options outstanding with a weighted average exercise price of $84.46 and 34,903 shares of common stock subject to RSU and PRSU awards outstanding under equity incentive plans assumed in acquisitions are not included in this table. We did not assume the reserves of the plans from which these awards were issued. No future awards may be granted under such plans.

  187. Potential Payments upon Disability

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  188. Potential Payments upon Disability

    Our CEO to median employee pay ratio for 2024 is 188:1. The total 2024 compensation of our CEO was $37,558,118. The total 2024 compensation of our median employee was $199,699. 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.

  189. Pay Versus Performance

    Pay Versus Performance

  190. 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: 2024 Peer Group Total Shareholder Return(5) | | | | 2024 | $37,558,118 | $201,991,660 | $20,552,646 | $20,144,060 | $376 | $288 | $185 | $1,425 | $10,674 | | 2023 | $37,606,244 | $184,779,698 | $15,903,489 | $45,349,258 | $250 | $245 | $159 | $1,731 | $8,634 | | 2022 | $38,502,528 | $(76,345,721) | $13,629,762 | $(6,507,023) | $138 | $156 | $106 | $325 | $7,056 | | 2021 | $165,802,037 | $136,180,680 | $27,586,570 | $29,995,940 | $230 | $215 | $181 | $230 | $5,627 | | 2020 | $25,124,056 | $91,533,759 | $11,461,127 | $30,073,951 | $195 | $143 | $168 | $119 | $4,280 |

  191. 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: •2024: Ms. Mastantuono, Mr. Zavery, Mr. Smith, Ms. Canney and Mr. Desai •2023: Ms. Mastantuono, Mr. Smith, Ms. Canney and Mr. Desai •2022: Ms. Mastantuono, Mr. Smith, Lara Caimi and Mr. Desai •2021: Ms. Mastantuono, Ms. Canney, Mr. Elmer and Mr. Desai •2020: Ms. Mastantuono, Kevin Haverty, Mr. Elmer, Mr. Desai and David Schneider.

  192. Pay Versus Performance

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  193. Pay Versus Performance

    (2)The 2024 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”:

  194. Pay Versus Performance

    | | 2024 | | | | 2023 | | | | 2022 | | | | 2021 | | | | 2020 | | | | | | CEO ($) | | Average for Other NEOs ($) | | CEO ($) | | Average for Other NEOs ($) | | CEO ($) | | Average for Other NEOs ($) | | CEO ($) | | Average for Other NEOs ($) | | CEO ($) | | Average for Other NEOs ($) | | | SCT Total | | 37,558,118 | | 20,552,646 | | 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) | | (31,460,267) | | (18,522,258) | | (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) | | 195,893,809 | | 18,113,672 | | 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” | | 201,991,660 | | 20,144,060 | | 184,779,698 | | 45,349,258 | | (76,345,721) | | (6,507,023) | | 136,180,680 | | 29,995,940 | | 91,533,759 | | 30,073,951 |

  195. 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 granted and vested within the same covered year, their fair value as of the vesting date; (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; and (v) the subtraction of the prior year-end fair value of any awards granted in a prior fiscal year that failed to meet applicable vesting conditions as of the end of the year. 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:

  196. 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.

  197. Compensation Actually Paid and 5-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2024 Peer Group

    Compensation Actually Paid and 5-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2024 Peer Group

  198. Compensation Actually Paid and 5-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2024 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 five years. The graph below compares the compensation actually paid against the total shareholder return of the Company, the S&P Systems Software Index and our 2024 Peer Group in the period from December 31, 2019 through December 31, 2024. The amount shown as actually paid to the other NEOs for 2024 is lower than 2023 due to Mr. Desai’s forfeiture of outstanding equity in connection with his departure. | | | The compensation actually paid and the Company’s TSR over the last five 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 five-year period presented in the table was 276% and the S&P Systems Software Index TSR was 188%. 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 2024 Peer Group in terms of TSR over the last five years provides support for the Compensation Committee’s pay decisions. | |

  199. Compensation Actually Paid and 5-Year TSR of the Company, the S&P Systems Software Index and, Supplementally, the 2024 Peer Group

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  200. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  201. 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. Further, fluctuations in | | | net income do not always correspond to changes in compensation actually paid, which has more closely tracked movements in the Company’s stock price. | |

  202. Compensation Actually Paid and Non-GAAP Subscription Revenues

    Compensation Actually Paid and Non-GAAP Subscription Revenues

  203. 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 five 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 2024 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 long-term incentive plan. While subscription revenues have grown significantly over the last five years, compensation actually paid has fluctuated more in line with changes in our stock price, similar to the relationship between compensation actually paid and net income discussed above. | |

  204. Compensation Actually Paid and Non-GAAP Subscription Revenues

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  205. 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 28, 2025, except to the extent indicated otherwise in the footnotes, 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 28, 2025, including upon the exercise of any option or vesting of any RSU or PRSU award. There were 207,199,386 shares of common stock outstanding as of February 28, 2025. 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.

  206. Compensation Actually Paid and Non-GAAP Subscription Revenues

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