DEF 14A of ServiceNow, Inc., Apr 6, 2026

DEF 14A of ServiceNow, Inc.

Filed Apr 6, 2026 · FY20250001373715-26-000039

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. All of the Board nominees are independent other than our Chairman and CEO, Mr. McDermott, our founder, Mr. Luddy, and Mr. Yuan. For more information on the independence of our nominees, please see section titled “—Nomination Process and Nominees—Nomination Process—Independence.” In addition, the Board benefits from its members’ wide range of backgrounds, experiences and perspectives.

  2. Director Nominees

    Director Nominees The Board has nominated nine individuals for election to the Board, six 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.

  3. 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 Company Boards(1) | | | William R. McDermott Chairman and Chief Executive Officer of ServiceNow, Inc. | 64 | 2019 | | | | | 2 | | | Susan L. Bostrom Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc. Lead Independent Director | 65 | 2014 | | | | | 2 | | | Teresa Briggs Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant | 65 | 2019 | | | | | 3 | | | Paul E. Chamberlain Business Advisor & Investor; Former Managing Director and Co-Head of Global Technology Banking of Morgan Stanley | 62 | 2016 | | | | | 1 | | | Lawrence J. Jackson, Jr. Founder and Chief Executive Officer of gamma; Former Global Creative Director, Apple Music of Apple Inc. | 45 | 2020 | | | | | 0 | | | Frederic B. Luddy Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. | 71 | 2004 | | | | | 0 | | | Joseph “Larry” Quinlan Former Global Chief Information Officer of Deloitte LLP | 63 | 2021 | | | | | 2 | | | Anita M. Sands Vice Chair and Head of Growth at General Catalyst | 49 | 2014 | | | | | 1 | | | Eric S. Yuan Chairman and Chief Executive Officer of Zoom Communications, Inc. | 56 | Nominee | | | | | 2 |

  4. Director Nominees

    | | Member | | Chair |

  5. Director Nominees

    (1)For purposes of this proxy statement, "public company" refers to a company with a class of securities listed on a national securities exchange registered with the U.S. Securities and Exchange Commission.

  6. Director Nominees

    | 2026 PROXY STATEMENT | 5 |

  7. 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.

  8. 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, our Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board. | |

  9. New Director Nominees

    | 2026 PROXY STATEMENT | 11 |

  10. Director Nominees

    Director Nominees

  11. Director Nominees

    | | | | | | | | William R. McDermott Chairman of the Board and Chief Executive Officer of ServiceNow, Inc. Director since: 2019 Age: 64 | | | | | Committees: None Current public company directorships: •Zoom Communications, Inc., a cloud video communications company •Figma, Inc., a design software company Other public company directorships (Past 5 years): •Fisker Inc., an automotive technology company •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 | | Leadership experience at high-growth organization with $10+ billion annual revenue | | | m | 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 | | |

  12. Director Nominees

    | 16 | |

  13. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  14. NOMINATION PROCESS AND 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: 65 | | | | | Committees: Leadership Development and Compensation (Chair) Current public company 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 | | Leadership 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 |

  15. NOMINATION PROCESS AND NOMINEES

    | 2026 PROXY STATEMENT | 17 |

  16. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  17. NOMINATION PROCESS AND NOMINEES

    | | | | | | | | Teresa Briggs INDEPENDENT Former Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant Director since: 2019 Age: 65 | | | | | Committees: Audit (Chair) Current public company 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 | | | | Leadership experience at high-growth organization with $10+ billion annual revenue | | |

  18. NOMINATION PROCESS AND NOMINEES

    | 18 | |

  19. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  20. NOMINATION PROCESS AND 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: 62 | | | | | Committees: Audit; Leadership Development and Compensation Current public company 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 |

  21. NOMINATION PROCESS AND NOMINEES

    | 2026 PROXY STATEMENT | 19 |

  22. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  23. NOMINATION PROCESS AND 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: 45 | | | | | 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 | | | | Leadership experience at high-growth organization with $10+ billion annual revenue | | Non-profit, education and government | | | | Multi-product/services or multi-segment company experience | | |

  24. NOMINATION PROCESS AND NOMINEES

    | 20 | |

  25. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  26. NOMINATION PROCESS AND NOMINEES

    | | | | | | | | Frederic B. Luddy Founder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. Director since: 2004 Age: 71 | | | | | Committees: None Other leadership service: •Board of Trustees, AI Working Group, 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) •President and 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 |

  27. NOMINATION PROCESS AND NOMINEES

    | 2026 PROXY STATEMENT | 21 |

  28. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  29. NOMINATION PROCESS AND NOMINEES

    | | | | | | | | Joseph “Larry” Quinlan INDEPENDENT Former Global Chief Information Officer of Deloitte LLP Director since: 2021 Age: 63 | | | | | Committees: Audit Current public company 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 •Board of Directors, 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 | | Leadership 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 |

  30. NOMINATION PROCESS AND NOMINEES

    | 22 | |

  31. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  32. NOMINATION PROCESS AND NOMINEES

    | | | | | | | | Anita M. Sands INDEPENDENT Vice Chair and Head of Growth at General Catalyst Director since: 2014 Age: 49 | | | | | Committees: Leadership Development and Compensation; Nominating and Governance (Chair) Current public company 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: •Vice Chair and Head of Growth at General Catalyst (January 2026-Present) •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: The 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 |

  33. NOMINATION PROCESS AND NOMINEES

    | 2026 PROXY STATEMENT | 23 |

  34. NOMINATION PROCESS AND NOMINEES

    NOMINATION PROCESS AND NOMINEES

  35. NOMINATION PROCESS AND NOMINEES

    | | | | | | | | Eric S. Yuan Founder, Chairman, President and Chief Executive Officer of Zoom Communications, Inc. Director Nominee Age: 56 | | | | | Committees: None. Current public company directorships: •Zoom Communications, Inc., a communications technology company •Intuit, Inc., a technology company | Experience: •Founder, Chairman of the Board, President and Chief Executive Officer of Zoom Communications, Inc. (June 2011–Present) •Corporate Vice President of Engineering at Cisco Systems, Inc., a multinational technology company (May 2007–June 2011) •Various roles, most recently Vice President of Engineering, at WebEx Communications, Inc., an internet company (August 1997–May 2007) | | | | | | Education: Mr. Yuan holds a Bachelor's degree in Applied Math from Shandong University of Science and Technology and a Master's degree in Engineering from China University of Mining and Technology. | | | | | | Qualifications: The Board believes that Mr. Yuan’s experience founding and scaling a major enterprise communications technology company, and his deep technical and engineering expertise in the software industry qualify him to serve as a member of our Board. Further, Mr. Yuan's public company leadership experience and service on the boards of other publicly-traded technology companies provide him with a valuable perspective on corporate governance and strategic oversight. | | | | | | 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 | | Large scale transformations in key functions | | | | Financial experience | | M&A, debt and equity financings and other strategic transactions |

  36. NOMINATION PROCESS AND NOMINEES

    | 24 | |

  37. Audit Committee

    *Mr. Chadwick is not standing for re-election at the Annual Meeting.

  38. Select Oversight Areas

    | | Compensation Strategy | The Compensation Committee annually reviews and determines executive and non- employee director compensation, reviews and approves executive goals and objectives, reviews and administers cash, equity incentive and benefits plans and reviews and approves the Compensation Discussion and Analysis included in the annual proxy statement. In addition, the Compensation Committee assesses and monitors whether compensation policies and programs have the potential to encourage excessive or inappropriate risk-taking, as more fully described below in the section titled “Compensation Discussion and Analysis—Compensation Policies and Practices— Compensation Risk Assessment.” |

  39. Director Compensation

    Director Compensation Members of the Board who are not ServiceNow employees receive compensation for their service on the Board. The goal of our director compensation program is to help attract, motivate and retain directors capable of making significant contributions to the long-term success of the Company. To further align the interests of our directors with our shareholders, our directors are required to own a minimum amount of equity, as described below in Compensation Discussion and Analysis—Compensation Policies and Practices—Stock Ownership Guidelines. In addition, non-employee directors are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings, certain Company events and approved continuing education programs. The Compensation Committee is responsible for reviewing director compensation annually and making recommendations to the Board. The Compensation Committee also reviews competitive market data in consultation with the Board and its independent compensation consultant, Pay Governance. The Board determines the form and amount of non-employee director compensation after considering the Compensation Committee’s recommendations. For 2025, non-employee director compensation was adjusted to align with peer and median practices by increasing the Audit Committee annual retainer from $15,000 to $20,000. The following shows the non-employee director compensation mix:

  40. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  41. Director Compensation - 2025

    Director Compensation - 2025 The following table provides information for the year ended December 31, 2025, 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 2025. The table excludes Mr. McDermott, who did not receive separate compensation for his service as a director.

  42. Director Compensation - 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Susan L. Bostrom | 115,000 | 324,031 | 439,031 | | Teresa Briggs | 80,000 | 324,031 | 404,031 | | Jonathan C. Chadwick(2) | 60,000 | 324,031 | 384,031 | | Paul E. Chamberlain | 75,000 | 324,031 | 399,031 | | Lawrence J. Jackson Jr. | 50,000 | 324,031 | 374,031 | | Frederic B. Luddy | 40,000 | 324,031 | 364,031 | | Joseph “Larry” Quinlan | 60,000 | 324,031 | 384,031 | | Anita M. Sands | 75,000 | 324,031 | 399,031 | | Deborah Black(3) | 19,505 | — | 19,505 | | Jeffrey A. Miller(4) | 21,456 | — | 21,456 |

  43. Director Compensation - 2025

    (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 2025 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, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Each of our current non- employee directors held outstanding RSU awards with respect to 1,595 shares of common stock as of December 31, 2025. The table excludes Mr. McDermott, whose outstanding awards are reflected in the section titled “Executive Compensation Tables—2025 Outstanding Equity Awards at Fiscal Year End.” (2)Mr. Chadwick is not standing for re-election to the Board at the Annual Meeting. (3)Ms. Black’s compensation reported in this table represents a pro-rated amount of the annual retainer paid to Ms. Black prior to her term expiring at the end of our 2025 Annual Meeting. (4)Mr. Miller’s compensation reported in this table represents a pro-rated amount of the annual retainer paid to Mr. Miller prior to his term expiring at the end of our 2025 Annual Meeting.

  44. Director Compensation - 2025

    | 44 | |

  45. FCF Growth Y/Y

    FCF Growth Y/Y (3) Numbers rounded for presentation purposes. ServiceNow metrics as of December 31, 2025, 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, 2025. (2)See Appendix B for a reconciliation of GAAP to non-GAAP metrics and other information. (3)Represents the weighted average metric of our 2025 Peer Group with a comparable growth metric for the last reported four fiscal quarters based on information available as of February 28, 2026. See “—Compensation Policies and Practices—Peer Companies” for our 2025 Peer Group. Only 2025 Peer Group members with positive FCF were included in the FCF growth calculation. Those with negative FCF were excluded from the calculation.

  46. 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 AI Enterprise Software Company of the 21st Century | | Pay for performance | | •reward strong performance appropriately and motivate outperformance relative to our strategic and financial goals •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 | | 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 |

  47. Executive Compensation Program Structure

    Executive Compensation Program Structure Over the past two years, the Compensation Committee has made several changes to our executive compensation program in response to feedback from our shareholders, including: •Eliminating overlapping metrics by removing the NNACV metric from our Long-Term Incentive Plan •Lengthening the Long-Term Incentive Plan performance period to 3 years from 1 year •Extending the PRSU vesting period to 3-year cliff vesting from 3-year ratable vesting •Committing to not grant any one-time equity awards to any NEO holding a 2021 PSO Award with an ongoing performance period We also made changes to other aspects of our executive compensation program, including, among other things, revising the non-financial component of the annual cash incentive to provide the opportunity for both a 10% upward or downward modification to the payout. In addition, the Committee retained the rTSR modifier (as defined below) for PRSUs, consistent with shareholder feedback on the value of this component in ensuring shareholder alignment. The compensation program summarized below reflects these changes, effective for 2025 onward:

  48. Executive Compensation Program Structure

    | 2025 Compensation Elements | Award Type | Structure | | | Base Salary | Cash | Fixed cash component set based on leadership retention needs, individual performance and scope of responsibilities, among other factors | | | Annual Cash Incentive | Cash | Performance period: 1 year Performance metrics: •NNACV (70%) •Non-GAAP operating margin (30%) •Non-financial goals | | | | | •Performance-based adjustment (+/- 10%) | Effective 2025 | | Long-Term Incentive | PRSUs (60%) | Performance period: 3 years Vesting period: 3 years (cliff) | Effective 2025 | | | | Performance metrics: •Non-GAAP subscription revenues (100%) •rTSR vs. S&P 500 modifier (+/- 20%) | | | | RSUs (40%) | Vesting period: 3 years (ratable) | Effective 2025 |

  49. Shareholder Value Creation Under McDermott Leadership

    Shareholder Value Creation Under McDermott Leadership As shown below, since Mr. McDermott became CEO in 2019, our TSR significantly outperformed the TSR of our 2025 Peer Group and the S&P 500. See “—Compensation Policies and Practices—Peer Companies” for a list of the companies in our 2025 Peer Group.

  50. +$109 billion

    | | NOW | | S&P 500 | | 2025 Peer Group |

  51. Overview of Key 2025 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 |

  52. Metrics Underlying 2025 Performance-Based Compensation

    Metrics Underlying 2025 Performance-Based Compensation The performance metrics applicable to the 2025 annual cash incentive and PRSUs under the 2025 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’ 2025 annual cash incentive payout takes into consideration progress on goals that advance our broader business strategy, including our operational and cultural priorities.

  53. Metrics Underlying 2025 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. | | |

  54. COMPENSATION DISCUSSION AND ANALYSIS

    | 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 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. | | |

  55. 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. NNACV and non-GAAP operating margin were retained as the annual cash incentive performance metrics, with NNACV weighted at 70% of funding to prioritize top-line growth and non-GAAP operating margin weighted at 30% of funding to reinforce operational efficiency and disciplined investment. The funding level, as determined by financial performance, is subject to a modifier of up to 10% upward or downward based on non-financial goal achievement.

  56. Assessing Performance and Payout

    Assessing Performance and Payout The determination of 2025 annual cash incentives for our NEOs begins with the Compensation Committee’s assessment of financial performance metric achievement levels. The Compensation Committee then assesses NEO performance against non-financial performance goals to determine our NEOs’ final annual cash incentive payouts.

  57. 2025 Annual Cash Incentive Funding

    2025 Annual Cash Incentive Funding The table below details the financial performance metrics and targets set by the Compensation Committee for purposes of the annual cash incentive program.

  58. 2025 Annual Cash Incentive Funding

    | Metric | Weight | Target | Calculation | | NNACV | 70% | $2,332 million(1) | 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 (“FX”) rates in effect during December 2024. | | Non-GAAP Operating Margin | 30% | 30% - 31% | Full-year GAAP operating margin, excluding stock-based compensation, amortization of purchased intangibles, legal settlements, impairment of assets, severance costs, contract termination costs and business combination and other related costs including compensation expense, as a percentage of total revenues, and excluding the impact of foreign exchange by applying the average FX rates in effect during December 2024. |

  59. 2025 Annual Cash Incentive Funding

    (1)While NNACV targets under our annual cash incentive program are set using average FX rates from the prior December, year-over-year differences in those targets do not reflect our NNACV growth rate on a constant currency basis (which would be calculated using average FX rates in effect throughout the prior year). Our constant currency NNACV year-over-year growth rate in 2025, for example, was multiple percentage points higher than the implied growth from comparing the year-over-year difference in NNACV targets. For any 2025 annual cash incentives to be payable, we must have achieved a funding hurdle of at least 85% of target NNACV, or $1,982 million in NNACV. 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. In 2025, the Compensation Committee reviewed the target, threshold and maximum financial performance achievement multipliers and determined to maintain the target and threshold achievement multipliers and increase the maximum achievement multiplier from 150% to 200% of target. The Compensation Committee determined that an increase in the maximum achievement multiplier was appropriate to maintain a competitive compensation package in-line with our peers following a review of competitive market data. As a result, potential achievement of the Company financial performance metrics ranges from 0% to 200% of target. Performance at the target level results in funding at 100% of target, performance at or above the maximum level results in funding at 200% of target, and threshold performance results in funding at 50% of target. If performance falls below the threshold level, no funding will be made for the particular metric.

  60. 2025 Annual Cash Incentive Funding

    | 2026 PROXY STATEMENT | 61 |

  61. COMPENSATION DISCUSSION AND ANALYSIS

    | | NNACV | | Non-GAAP Operating Margin | | | | % of Target | Achievement % | Points from Midpoint of Target Range | Achievement % | | Maximum | 107.2% | 200% | +2.5pts | 200% | | Target | 100% | 100% | -0.5 to + 0.5pts | 100% | | Threshold | 85% | 50% | -2pts | 50% | | Below Threshold | <85% | 0% | < -2pts | 0% |

  62. COMPENSATION DISCUSSION AND ANALYSIS

    | Funding | Company Financial Performance Metrics | Achievement % | Weight | = | Funding | | | NNACV | 100.1%x | 70% | | 101.0% | | | Non-GAAP Operating Margin | 102.9%x | 30% | | |

  63. Annual Cash Incentive Payout Percentage

    Annual Cash Incentive Payout Percentage After determining annual cash incentive funding associated with financial performance, the Compensation Committee assesses the performance of the Company’s executive leadership against established non-financial goals for the year. Based on that assessment, the Compensation Committee may increase or decrease the annual incentive program funding amount by up to 10%, subject to an overall cap of 200%.

  64. Non-Financial Performance Goals

    Non-Financial Performance Goals In 2025, the Compensation Committee approved non-financial performance goals for our executive leadership as a group that align with key Company priorities, including: •Operational goals relating to net promoter score, gross retention rate, new customer acquisition and customer product quality feedback; and •Cultural goals relating to employee engagement and progress toward carbon neutrality and renewable electricity commitments. After year-end, the Compensation Committee evaluated achievement relative to these goals and determined not to increase or decrease the annual incentive program funding, resulting in a total payout of 101% of the target amount for each NEO.

  65. Non-Financial Performance Goals

    | | Total Funding (101.0%) | | | | | Payout | Company Financial Performance Metrics | | | 101% Annual Cash Incentive Payout | | | •NNACV •Non-GAAP Operating Margin | Non-Financial Performance Goals (potential up to ±10% adjustment) | = | |

  66. Non-Financial Performance Goals

    | 62 | |

  67. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    2025 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 2025, the Compensation Committee determined to make no changes to the annual cash incentive target percentage for all NEOs except Mr. McDermott and Mr. Fipps. In making its determination, the Compensation Committee considered, among other things, competitive market data, including data about our peers provided by its independent compensation consultant, each person’s role and scope of responsibilities, experience, internal equity and individual performance. For additional information on the Compensation Committee’s determination of Mr. McDermott’s 2025 Annual Cash Incentive target percentage, see “—Executive Summary—2025 Executive Compensation Highlights.”

  68. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer(1) | 2024 Annual Cash Incentive Target (% of Base Salary) | 2025 Annual Cash Incentive Target (% of Base Salary) | | Mr. McDermott | 200% | 225% | | Ms. Mastantuono | 125% | 125% | | Mr. Zavery | 125% | 125% | | Mr. Fipps | * | 125% | | Ms. Canney | 100% | 100% |

  69. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    *Not applicable as Mr. Fipps was not an NEO in 2024. (1)Mr. Smith’s annual cash incentive target was 125% of his base salary for both 2024 and 2025. The total payout percentage of 101% was then applied to the 2025 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 2026.

  70. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | Named Executive Officer(1) | 2025 Annual Cash Incentive Target(2) | | | 2025 Actual Annual Cash Incentive Earned | | Mr. McDermott | $3,487,500x | 101% Annual Cash Incentive Payout | = | $3,522,375 | | Ms. Mastantuono | $1,114,897 | | | $1,126,046 | | Mr. Zavery | $1,125,000 | | | $1,136,250 | | Ms. Canney | $741,918 | | | $749,337 |

  71. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    (1)Mr. Fipps’s 2025 actual annual cash incentive earned was $700,083, which was pro-rated for changes occurring during the year, including his promotion in April 2025. Mr. Smith left the Company in August 2025 and was not paid a 2025 cash incentive award. (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.

  72. 2025 Annual Cash Incentive Plan Target and Payout Results for each NEO

    | 2026 PROXY STATEMENT | 63 |

  73. Long-Term Incentive Plan

    Long-Term Incentive Plan

  74. 2025 Target LTI Awards

    2025 Target LTI Awards For 2025, the Compensation Committee set total target long-term incentive awards (“LTI awards”) taking into account competitive market data, the scope of each NEO’s role and individual performance and internal equity, among other factors, with the goal of retaining a high-performing and sought-after executive team in a highly competitive market. For additional information on the Compensation Committee’s determination of Mr. McDermott’s target LTI awards, see “—Executive Summary—2025 Executive Compensation Highlights.” The table below shows the 2025 target LTI awards for PRSUs (the “2025 PRSUs”) and RSUs.

  75. 2025 Target LTI Awards

    | Named Executive Officer(1) | Target PRSU Awards | Target RSU Awards | Total Target LTI Awards | | Mr. McDermott | $24,000,000 | $16,000,000 | $40,000,000 | | Ms. Mastantuono | $9,000,000 | $6,000,000 | $15,000,000 | | Mr. Zavery | $12,000,000 | $8,000,000 | $20,000,000 | | Ms. Canney | $5,700,000 | $3,800,000 | $9,500,000 |

  76. 2025 Target LTI Awards

    (1)Mr. Fipps was promoted to President, Global Customer Operations in April 2025 and did not receive 2025 executive LTI awards. Mr. Smith’s total target LTI Awards equaled $17.5 million, which consisted of $10.5 million of PRSUs and $7 million of RSUs. All of Mr. Smith’s outstanding and then-unvested equity awards, including PRSUs and RSUs, ceased to vest and were cancelled upon his departure in August 2025.

  77. Equity Mix

    Equity Mix 2025 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.

  78. Equity Mix

    | 2025 LTIP | = | PRSUs (60%) | + | RSUs (40%) |

  79. 2025 Target PRSUs

    (1)Mr. Fipps was promoted to President, Global Customer Operations in April 2025 and did not receive 2025 executive LTI awards. For a discussion of Mr. Fipps’s 2025 equity awards and promotion award, please see “—Promotion of Paul Fipps” below. Mr. Smith’s target value of PRSUs was $10.5 million and his target number of PRSUs was 49,410. All of Mr. Smith’s outstanding and then- unvested equity awards, including PRSUs, ceased to vest and were cancelled upon his departure in August 2025. (2)All awards were granted effective as of February 18, 2025, and converted into a target number of PRSUs based on a formula approved by the Compensation Committee. (3)For a discussion of Mr. Zavery’s 2025 equity awards, please see “—PRSU structure of Amit Zavery” below.

  80. 2025 PRSU Achievement and Payout Criteria

    2025 PRSU Achievement and Payout Criteria For the 2025 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 96% of the target non- GAAP subscription revenues in 2027. The achievement calculation for non-GAAP subscription revenues is described in more detail below:

  81. 2025 PRSU Achievement and Payout Criteria

    | | 2027 | | | Non-GAAP Subscription Revenues | % of Target(1) | Achievement %(2) | | Maximum | 104% | 200% | | Target | 100% | 100% | | Threshold | 96% | 50% | | Below Threshold | <96.0% | — |

  82. 2025 PRSU Achievement and Payout Criteria

    (1)To avoid competitive harm, we do not disclose our non-GAAP subscription revenue target, which is intended to be challenging yet attainable in connection with strong performance. Actual achievement relative to target will be disclosed in the proxy statement following the performance period. (2)Achievement will not exceed 200% of the target number of shares.

  83. 2025 PRSU Achievement and Payout Criteria

    | 2026 PROXY STATEMENT | 65 |

  84. 2025 Restricted Stock Units

    2025 Restricted Stock Units The Compensation Committee believes RSUs are an important component of our LTI awards because they promote the continuity and retention of high-caliber executives who are critical to the successful execution of our business strategy. The following RSUs were granted to our NEOs under the 2025 LTIP and are subject to quarterly vesting over three years:

  85. 2025 Restricted Stock Units

    | Named Executive Officer(1) | Target Value of RSU Awards | RSU Awards (number of shares)(2) | | Mr. McDermott | $16,000,000 | 75,285 | | Ms. Mastantuono | $6,000,000 | 28,235 | | Mr. Zavery | $8,000,000 | 32,940 | | Ms. Canney | $3,800,000 | 17,885 |

  86. 2025 Restricted Stock Units

    (1)Mr. Fipps was promoted to President, Global Customer Operations in April 2025 and did not receive 2025 executive LTI awards. For a discussion of Mr. Fipps’s 2025 equity awards and promotion award, please see “—Promotion of Paul Fipps.” Mr. Smith’s target value of RSU awards was $7 million and his number of shares subject to RSU awards was 32,940. All of Mr. Smith’s outstanding and then-unvested equity awards, including RSUs, ceased to vest and were cancelled upon his departure in August 2025. (2)All awards were granted effective as of February 18, 2025 and the target value of awards was converted into a number of RSUs based on a formula approved by the Compensation Committee.

  87. 2025 Restricted Stock Units

    | 66 | |

  88. 2024 PRSU First Tranche Performance Results

    | | Non-GAAP Subscription Revenues(1) (in billions) | Achievement %(2) | | | | Maximum | $13.05 | 200% | ç | 119.7% Achievement | | Target | $12.70 | 100% | | | | Threshold | $12.55 | 50% | | | | Below Threshold | <$12.55 | — | | |

  89. 2023 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 | 289,650x | 120% rTSR Modifier | = | 347,580 | - | 231,720 | = | 115,860 | | Ms. Mastantuono | 111,035 | | | 133,242 | | 88,835 | | 44,407 | | Ms. Canney | 67,590 | | | 81,108 | | 54,070 | | 27,038 |

  90. PRSU Structure For Amit Zavery

    PRSU Structure For Amit Zavery Mr. Zavery joined the Company in October 2024. To align Mr. Zavery’s PRSU awards with those of other NEOs, the Compensation Committee structured Mr. Zavery’s 2025 PRSU award to be eligible to vest in two parts: •50% with the same achievement and payout criteria and vesting date as the Second Tranche of the 2024 PRSU awards described in the section titled “—2024 PRSU First Tranche Performance Results” above; and •the remaining 50% with the same achievement and payout criteria and vesting date as the 2025 PRSU awards as described in the section titled “—2025 PRSU Achievement and Payout Criteria” above.

  91. Promotion of Paul Fipps

    Promotion of Paul Fipps Mr. Fipps was promoted to President, Global Customer Operations in April 2025. Prior to his promotion, he was granted an LTI equity award at a target value of $6 million in February 2025. In connection with his promotion, Mr. Fipps was granted an additional LTI equity award with a target value of $6 million in May 2025. Mr. Fipps’s total target LTI value was determined based on an evaluation of competitive market data, the scope of his new role and internal equity, among other factors, in consultation with the Compensation Committee’s independent compensation consultant. The Compensation Committee structured the terms of Mr. Fipps’s May 2025 promotion-related LTI equity award to align with the terms of other NEOs. The structure of Mr. Fipps’s 2025 LTI awards is detailed below: •40% RSUs: Vesting quarterly over three years, subject to his continued employment with the Company through each vesting date. •60% PRSUs: Subject to the same performance metrics and targets used to determine the payout of the 2024 and 2025 PRSUs granted to longer-tenured NEOs and vest in three parts: •one-third with the same achievement and payout criteria and vesting date as the First Tranche of the 2024 PRSU awards described in the section titled “—2024 PRSU First Tranche Performance Results” above; •one-third with the same achievement and payout criteria and vesting date as the Second Tranche of the 2024 PRSU awards described in the section titled “—2024 PRSU First Tranche Performance Results” above; and

  92. Timing of Equity Grants

    Timing of Equity Grants All equity grants made to executive officers must be approved by the Compensation Committee. 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 2025, the Company did not grant stock options (or other similar awards). We generally grant annual equity awards to our NEOs on a pre-established schedule.

  93. 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 retains the services of Pay Governance to evaluate the Company’s executive compensation program. Consulting representatives from Pay Governance met informally with the Chair of the Compensation Committee and formally with the Compensation Committee during its regular meetings in 2025, including in executive sessions from time to time without management present. Pay Governance representatives worked directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities. In 2025, the Compensation Committee generally sought input from Pay Governance on the Company’s compensation programs, including, among other things, external market factors, shareholder engagement, overall compensation program design, evolving compensation trends, appropriate market reference points and market compensation data. Pay Governance also consulted with the Compensation Committee regarding the amount and form of compensation for our CEO and other named executive officers. Pay Governance maintains an independence policy designed to prevent conflicts of interest and does not provide any other services to the Company. The Compensation Committee considered the independence of Pay Governance in accordance with SEC and NYSE rules when selecting the applicable firm as its compensation consultant.

  94. Role of Compensation Consultant

    | 2026 PROXY STATEMENT | 73 |

  95. 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 2025, the Compensation Committee reevaluated our 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 that we continue using our existing peer group for 2026, which continues to position us near the median of the group on average across key quantitative metrics including revenue, market capitalization and gross profit. Following its review of these factors and in light of Pay Governance’s recommendation, no changes were made to the peer group. The table below lists the companies comprising our peer group (the “2025 Peer Group”):

  96. Peer Companies

    | 2026 Peer Group (which was also the 2025 Peer Group) | | | | | Adobe | eBay | Oracle | Snowflake | | Airbnb | Electronic Arts | Palo Alto Networks | Uber | | Atlassian | Intuit | PayPal Holdings | Visa | | Block | Netflix | Salesforce | Workday |

  97. Peer Companies

    In addition, as a reference, the Compensation Committee reviewed the compensation practices of Alphabet Inc., Amazon.com Inc., Apple Inc., Meta Platforms, Inc. and Microsoft Corporation (the “Supplemental Reference Group”) as part of our 2025 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 our 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.

  98. Peer Companies

    | 74 | |

  99. Compensation Governance

    | What We Do | What We Do Not Do | | Pay for performance Make a significant percentage 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 Regularly engage with shareholders Maintain robust stock ownership guidelines for executive officers and directors Require multi-year vesting for all equity awards Conduct annual compensation risk assessments Review peer group annually Conduct annual say on pay vote Maintain a “clawback” policy Engage an independent compensation advisor Maintain a fully independent Compensation Committee Manage our equity burn rate and stock-based compensation | Offer pension plans 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 |

  100. 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 executive officers and other employees will not focus exclusively on short-term stock price performance to the detriment of other key business metrics and incentivize 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 executive officers 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 requires, 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 to align the interests of our executive officers and non-employee directors with the interests of our shareholders and to promote accountability and long-term value creation. | | 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 stock. | | Clawback Policy Our Clawback Policy requires the recoupment of certain erroneously paid performance-based incentive compensation in the event of a qualifying financial restatement. We also maintain a separate policy that grants the Board authority to demand the repayment of any performance-based cash or equity compensation paid to our Section 16 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. |

  101. 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 2025, and we have not agreed, and are not otherwise obligated, to provide any executive officer with such a “gross-up” or other reimbursement payment.

  102. NEO Employment Agreements

    NEO Employment Agreements We entered into an employment agreement with each NEO to encourage them to become an executive officer of the Company. Each NEO employment agreement sets forth initial terms and conditions of employment, including, among other things, 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. Our employment offers to NEOs are 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 agreements with our NEOs is provided below. Our NEO employment agreements also incorporate terms of our Executive Severance Policy (the “Severance Policy”), which was adopted by the Company to standardize severance payments and benefits for our executive leadership team. 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,” each as defined in the Severance Policy). The Severance Policy also provides for certain payments upon an applicable executive’s death or Disability. Effective January 1, 2026, the Severance Policy was amended (the “Amended Severance Policy”) to update certain severance payments and benefits that our CEO may become eligible to receive upon specified terminations of employment. For copies of the Severance Policy in effect as of December 31, 2025, and the Amended Severance Policy, effective January 1, 2026, please see Exhibits 10.9 and 10.10, respectively, of the Company’s Form 10-K filed on January 29, 2026.

  103. Employment Agreements

    Employment Agreements

  104. Mr. Fipps

    Mr. Fipps On April 22, 2025, we entered into an employment agreement with Mr. Fipps to serve as our President of Global Customer Operations. Mr. Fipps’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. Fipps’s employment agreement provided him a quarterly performance-based fiscal year 2025 cash incentive award, payable in three installments of $400,000, to either be earned or forfeited based on attainment of global NNACV targets for each applicable fiscal quarter in 2025. Mr. Fipps's employment agreement also provided that Mr. Fipps was eligible to be granted a promotion equity award with a total value of $6 million, as discussed in the section above titled “—Long-Term Incentive Plan - Promotion of Paul Fipps.” In the event of a termination of Mr. Fipps's employment, Mr. Fipps is eligible to receive the benefits and payments, if any, provided under the Severance Policy, subject to the terms and conditions therein.

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

    Termination of Employment Not in Connection with a Change in Control In 2025 under Severance Policy: If Mr. McDermott incurred a Qualifying Termination not in connection with a Change in Control in 2025, then Mr. McDermott would have been eligible 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. On or after January 1, 2026 under the Amended Severance Policy: If Mr. McDermott incurs a Qualifying Termination not in connection with a Change in Control, then Mr. McDermott will be eligible 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; 18 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 18-month period following his Qualifying Termination based on actual achievement of performance objectives.

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

    Termination of Employment in Connection with a Change in Control In 2025 under 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 eligible 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. The Amended Severance Policy that became effective January 1, 2026 did not change severance benefits for a Qualifying Termination during the Change in Control protection period. (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.

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

    | 2026 PROXY STATEMENT | 81 |

  108. Ms. Mastantuono, Mr. Zavery, Mr. Fipps, Ms. Canney and Mr. Smith

    Ms. Mastantuono, Mr. Zavery, Mr. Fipps, Ms. Canney and Mr. Smith Prior to 2025, certain NEOs had severance terms documented in their employment agreements, but such severance terms are no longer in effect because they were replaced by the Severance Policy beginning January 1, 2025, except as otherwise noted herein. Pursuant to Severance Policy, severance upon a termination of employment by us without Cause or by the NEO for Good Reason included the below benefits:(1)

  109. Ms. Mastantuono, Mr. Zavery, Mr. Fipps, Ms. Canney and Mr. Smith

    | | 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 equal to their then-current annual base salary | Lump sum equal to 1.5 times their then- current annual base salary | | Bonus | Lump sum equal to Actual Bonus, payable when such Actual Bonus would have been paid | Lump sum equal to 1.5 times their Target Bonus for the then-current fiscal year, payable when such bonus would have otherwise been paid | | COBRA/Health Coverage | Lump sum equal to the cost of COBRA medical, vision and dental benefits coverage for a period of 12 months for the NEO and the NEO’s dependents | 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 | | Equity Acceleration | 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 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 | Acceleration of 100% of the number of then- unvested shares subject to RSUs and PRSUs, based on actual performance |

  110. 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.

  111. In 2025 under Severance Policy

    In 2025 under Severance Policy Under the terms of the Severance Policy that was in effect for 2025, the beneficiaries of 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.

  112. On or After January 1, 2026 under the Amended Severance Policy

    On or After January 1, 2026 under the Amended Severance Policy The beneficiaries of our NEOs, with the exception of Mr. Smith, who incur a termination of employment for death are eligible to receive the same payments and benefits as under the Severance Policy that were in effect as of January 1, 2025, except that for Mr. McDermott, no pro-ration will apply to PRSUs.

  113. Mr. Smith

    Mr. Smith 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 had terminated due to disability prior to his departure, Mr. Smith would have been eligible to receive a pro-rated bonus payment for the year in which termination occurred, any earned but unpaid prior year bonus, continued vesting in full of his outstanding and unvested RSUs, and pro rata vesting of his outstanding and unvested PRSUs, subject to actual performance, at the time that such PRSUs were scheduled to become vested.

  114. In 2025 under Severance Policy

    In 2025 under Severance Policy With the exception of Mr. Smith, our NEOs who incur a termination of employment for Disability are eligible to receive: •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.

  115. On or After January 1, 2026 under the Amended Severance Policy

    On or After January 1, 2026 under the Amended Severance Policy Our NEOs (except Mr. Smith) who incur a termination of employment for Disability are eligible to receive same payments and benefits as under the Severance Policy that was in effect as of January 1, 2025, except that for Mr. McDermott, no pro-ration will apply to PRSUs.

  116. On or After January 1, 2026 under the Amended Severance Policy

    On or After January 1, 2026 under the Amended Severance Policy If Mr. McDermott retires, he is eligible to receive the following treatment of any outstanding RSUs or PRSUs that were granted to him as part of our annual program after he has reached the age of 65 (provided that he has remained in employment for at least one year following the date of grant of such award and does not take a full-time operating role for another company): •pro-rata vesting of then-unvested time-based RSUs, settled in installments following termination of Mr. McDermott’s employment upon retirement in accordance with the vesting schedule as set forth in the applicable award agreement; and •continued vesting of then-unvested PRSUs based upon actual performance. None of our other NEOs are entitled to any payments or benefits in connection with a termination of employment upon retirement under the Severance Policy.

  117. On or After January 1, 2026 under the Amended Severance Policy

    | 2026 PROXY STATEMENT | 83 |

  118. 2025 Summary Compensation Table

    2025 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 2025, 2024 and 2023.

  119. 2025 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 | 2025 | 1,516,667 | — | 43,481,651 | 3,522,375 | 3,030,264 | 51,550,957 | | | 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 | | Gina Mastantuono, President and Chief Financial Officer | 2025 | 891,667 | — | 16,306,558 | 1,126,046 | 148,442 | 18,472,713 | | | 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 | | Amit Zavery, President, Chief Product Officer, and Chief Operating Officer | 2025 | 900,000 | 2,000,000(5) | 21,679,933 | 1,136,250 | 45,273 | 25,761,456 | | | 2024 | 163,846 | 1,000,000 | 30,894,591 | 198,397 | — | 32,256,834 | | Paul Fipps, President, Global Customer Operations | 2025 | 1,072,228 | — | 14,687,373 | 1,100,083 | 24,234 | 16,883,918 | | Jacqueline C. Canney, Chief People and AI Enablement Officer | 2025 | 741,667 | — | 10,328,892 | 749,337 | 63,876 | 11,883,772 | | | 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 | | Paul Smith, Former President of Global Customer and Field Operations | 2025 | 573,991 | — | 19,024,571 | — | 499,440 | 20,098,002 | | | 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 |

  120. 2025 Summary Compensation Table

    (1)The amounts reported in the Salary column reflect actual salary earned during fiscal 2025, pro-rated to account for base salary changes occurring during the year. NEO annual base salary changes for 2025 were effective March 1, 2025, except for Mr. Fipps, whose annual base salary was adjusted upon his promotion, effective April 23, 2025. Mr. Fipps’s 2025 salary also reflects $322,229 in sales commissions earned prior to his promotion. (2)The amounts reported in the Stock Awards column in 2025 are computed in accordance with accounting guidelines and, therefore, reflect the accounting cost for the awards. As a result, the amounts presented differ from the target compensation awards approved by the Compensation Committee. We use the fair value of our common stock on the date of grant to calculate the value of RSUs. For PRSUs with service-, performance-, and market-based vesting conditions, we assume the probable outcome of the performance conditions at the grant date, as required by ASC Topic 718. These conditions and assumptions are disclosed in Notes 2 and 15 in our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The impact of these factors resulted in the grant date fair value reported in the Stock Awards column differing from the target compensation awards approved by the Compensation Committee. For example, the Compensation Committee approved Mr. McDermott's target equity award at $40 million, while the grant date fair value of his awards is $43,481,651 when computed in accordance with ASC Topic 718. For information regarding the target equity grants approved by the Compensation Committee for the other NEOs, see section titled “Compensation Discussion and Analysis—Long-Term Incentive Plan—2025 Target LTI Awards."

  121. 2025 Summary Compensation Table

    | 2026 PROXY STATEMENT | 85 |

  122. 2025 Grants of Plan Based Awards

    2025 Grants of Plan Based Awards The following table presents information concerning each grant of a cash or equity award made during 2025 to our NEOs and supplements the information about these awards in the “—2025 Summary Compensation Table.”

  123. 2025 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 | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. McDermott | 2/18/2025 | 2/11/2025 | | | | 56,465 | 112,930 | 225,860 | | 28,462,595 | | | 2/18/2025 | 2/11/2025 | | | | | | | 75,285 | 15,019,056 | | | | 2/10/2025 | 1,220,625 | 3,487,500 | 6,975,000 | | | | | | | Ms. Mastantuono | 2/18/2025 | 2/10/2025 | | | | 21,175 | 42,350 | 84,700 | | 10,673,788 | | | 2/18/2025 | 2/10/2025 | | | | | | | 28,235 | 5,632,770 | | | | 2/10/2025 | 390,214 | 1,114,897 | 2,229,794 | | | | | | | Mr. Zavery | 2/18/2025 | 2/10/2025 | | | | 28,233 | 56,465 | 112,930 | | 14,169,906 | | | 2/18/2025 | 2/10/2025 | | | | | | | 37,645 | 7,510,027 | | | | 2/10/2025 | 393,750 | 1,125,000 | 2,250,000 | | | | | | | Mr. Fipps | 2/18/2025 | 2/10/2025 | | | | 8,470 | 16,940 | 33,880 | | 4,360,668 | | | 5/15/2025 | 4/18/2025 | | | | 9,963 | 19,925 | 39,850 | | 5,322,924 | | | 2/18/2025 | 2/10/2025 | | | | | | | 11,295 | 2,253,307 | | | 5/15/2025 | 4/18/2025 | | | | | | | 13,285 | 2,750,473 | | | | 4/18/2025 | 242,603 | 693,151 | 1,386,302 | | | | | | | | | 4/18/2025 | | 1,200,000(5) | | | | | | | | Ms. Canney | 2/18/2025 | 2/10/2025 | | | | 13,413 | 26,825 | 53,650 | | 6,760,906 | | | 2/18/2025 | 2/10/2025 | | | | | | | 17,885 | 3,567,986 | | | | 2/10/2025 | 259,671 | 741,918 | 1,483,836 | | | | | | | Mr. Smith | 2/18/2025 | 2/10/2025 | | | | 24,705 | 49,410 | 98,820 | | 12,453,173 | | | 2/18/2025 | 2/10/2025 | | | | | | | 32,940 | 6,571,398 | | | | 2/10/2025 | 393,750 | 1,125,000 | 2,250,000 | | | | | |

  124. 2025 Grants of Plan Based Awards

    (1)Represents the amounts that the NEOs were eligible to receive under our 2025 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—Executive Compensation Program—Annual Cash Incentive.” The actual amounts earned by and paid to the NEOs for 2025 are set forth in the “—2025 Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” (2)Represents the number of shares of common stock subject to PRSUs granted to the NEOs during 2025. The columns show the number of shares that could vest at threshold, target and maximum levels of performance. Except for Mr. Zavery and Mr. Fipps, all of the PRSUs will be assessed over a three-year performance period ending December 31, 2027. The number of PRSUs earned will be determined based on non- GAAP subscription revenues performance for fiscal 2027. Following the determination of non-GAAP subscription revenues achievement, the rTSR modifier is applied to determine the final number of PRSUs earned. The earned PRSUs cliff vest on February 15, 2028, subject to continued employment or service with us on the vesting date. For Mr. Zavery, one-half of the PRSUs will be assessed over a three-year performance period ending December 31, 2026, and the remaining PRSUs will be assessed over a three-year performance period ending December 31, 2027. For the first performance period, the number of PRSUs earned will be determined based on non-GAAP subscription revenues performance for fiscal 2026, and for the second performance period, the number of PRSUs earned will be determined based on non-GAAP subscription revenues performance for fiscal 2027. Following the determination of actual non-GAAP subscription revenues achievement for each period, the rTSR modifier is applied to determine the final number of PRSUs earned for that period. The earned PRSUs associated with the first performance period cliff vest on February 7, 2027, and the earned PRSUs associated with the second performance period cliff vest on February 15, 2028, subject to continued employment or service with us on each vesting date. For Mr. Fipps, one-third of the PRSUs was assessed over a three-year performance period ended December 31, 2025, one-third will be assessed over a three-year performance period ending December 31, 2026, and the remaining one-third will be assessed over a three-year performance period ending December 31, 2027. For the first performance period, the number of PRSUs earned was determined on February 7, 2026, based on non-GAAP subscription revenues performance for fiscal 2025; for the second performance period, the number of PRSUs earned will be determined based on non-GAAP subscription revenues performance for fiscal 2026; and for the third performance period, the number of PRSUs earned will be determined based on non-GAAP subscription revenues performance for fiscal 2027. Following the determination of actual non-GAAP subscription revenues achievement for each period, the rTSR modifier is applied to determine the final number of PRSUs earned for that period. The earned PRSUs associated with each performance period cliff vest on February 15th following the end of the applicable performance period, subject to continued employment or service with us on each vesting date. For more detail, please see section titled “Compensation Discussion and Analysis—Executive Compensation Program—Long-Term Incentive Plan.”

  125. 2025 Grants of Plan Based Awards

    | 2026 PROXY STATEMENT | 87 |

  126. 2025 Option Exercises and Stock

    2025 Option Exercises and Stock

  127. 2025 Outstanding Equity Awards at Fiscal

    2025 Outstanding Equity Awards at Fiscal

  128. Potential Payments Upon Termination or

    Potential Payments Upon Termination or

  129. 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, 2025. For a complete discussion on how awards are treated upon death, see “Compensation Discussion and Analysis—NEO Employment Agreements—Death and Disability Benefits” above for additional information. Mr. Smith became ineligible for such benefits as his separation from the Company occurred prior to December 31, 2025.

  130. 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 | 4,262,500 | 39,398 | 46,238,257 | 50,540,155 | | Ms. Mastantuono | 1,564,897 | 48,659 | 18,890,012 | 20,503,568 | | Mr. Zavery | 1,575,000 | 44,011 | 16,275,059 | 17,894,070 | | Mr. Fipps | 1,100,083 | 30,746 | 10,793,155 | 11,923,984 | | Ms. Canney | 1,116,918 | 48,783 | 12,135,252 | 13,300,953 |

  131. 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, 2025, which was $153.19. For a complete discussion on how awards are treated upon death, see “Compensation Discussion and Analysis—NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  132. Potential Payments Upon Disability

    Potential Payments Upon Disability The following table estimates potential payments for our NEOs if the NEO had been terminated due to disability on December 31, 2025. For a complete discussion on how awards are treated upon disability, see “Compensation Discussion and Analysis—NEO Employment Agreements—Death and Disability Benefits” above for additional information. Mr. Smith became ineligible for such benefits as his separation from the Company occurred prior to December 31, 2025.

  133. Potential Payments Upon Disability

    | Name | Upon Involuntary Termination by Reason of Disability | | | Value of Continued Vesting ($)(1) | | Mr. McDermott | 46,238,257 | | Ms. Mastantuono | 18,890,012 | | Mr. Zavery | 16,275,059 | | Mr. Fipps | 10,793,155 | | Ms. Canney | 12,135,252 |

  134. Potential Payments Upon Disability

    (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, 2025, which was $153.19. For a complete discussion on how awards are treated upon disability, see “Compensation Discussion and Analysis—NEO Employment Agreements—Death and Disability Benefits” above for additional information.

  135. Potential Payments Upon Disability

    | 2026 PROXY STATEMENT | 93 |

  136. Pay Ratio

    Pay Ratio Our CEO to median employee pay ratio for 2025 is 251:1. The total 2025 compensation of our CEO was $51,550,957. The total 2025 compensation of our median employee was $205,259. 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.

  137. Pay Versus Performance

    Pay Versus Performance The following pay versus performance table shows the “compensation actually paid” to our CEO and other NEOs, our total shareholder return (“TSR”) and that of our peers, our net income and the most important “financial performance measure” used by us to link executive pay with Company performance. This table and the accompanying disclosure are prescribed by SEC rules. Those rules require amounts included in the “compensation actually paid” columns of the table to be calculated according to a particular formula intended to demonstrate the relationship between executive compensation actually paid to a company’s NEOs and the Company’s performance. The formula reflects the change in fair value of equity awards from one year to another (or to the vesting date, if earlier). They do not reflect, however, the precise amounts actually earned by or paid to our executives during the years shown in the table. Given that the substantial majority of our total executive compensation consists of equity awards, changes in the fair value of unearned and unvested equity awards, as well as large forfeitures, will have a significant effect on the amounts shown in the “compensation actually paid” columns of the table. By illustration, for a year in which our stock price increases significantly on a year-over-year basis, as occurred in 2023, the amounts shown in the “compensation actually paid” columns are primarily a reflection of the associated increase in the fair value of our CEO’s and executives’ unearned and unvested equity compensation. Similarly, for a year in which our stock price declines, the amounts reported in the “compensation actually paid” columns are negative, even though our CEO and other NEOs were not paid a negative amount during that year. In addition, forfeited awards reduce the amounts shown in the “compensation actually paid” column and, in years when our stock price declines, offset what would otherwise be larger negative amounts, as was the case this year due to Mr. Smith’s forfeiture of his outstanding equity awards in connection with his departure. For additional information concerning our pay-for-performance philosophy and how our executive compensation program is designed accordingly, please see “Compensation Discussion and Analysis.”

  138. Pay Versus Performance

    Pay Versus Performance

  139. 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: 2025 Peer Group Total Shareholder Return(5) | | | | 2025 | $51,550,957 | $(83,286,935) | $18,619,972 | $(6,404,117) | $139 | $227 | $134 | $1,748 | $12,847 | | 2024 | $37,558,118 | $201,991,660 | $20,552,646 | $20,144,060 | $193 | $202 | $129 | $1,425 | $10,674 | | 2023 | $37,606,244 | $184,779,698 | $15,903,489 | $45,349,258 | $128 | $171 | $106 | $1,731 | $8,634 | | 2022 | $38,502,528 | $(76,345,721) | $13,629,762 | $(6,507,023) | $71 | $109 | $71 | $325 | $7,056 | | 2021 | $165,802,037 | $136,180,680 | $27,586,570 | $29,995,940 | $118 | $150 | $110 | $230 | $5,627 |

  140. 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: •2025: Ms. Mastantuono, Mr. Zavery, Mr. Fipps, Ms. Canney and Mr. Smith •2024: Ms. Mastantuono, Mr. Zavery, Mr. Smith, Ms. Canney and Chirantan 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, Russell S. Elmer and Mr. Desai

  141. Pay Versus Performance

    | 96 | |

  142. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE (2)The 2025 Summary Compensation Table (“SCT”) totals reported for the CEO and the average of the other NEOs were subject to the following adjustments as required by Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid”:

  143. PAY VERSUS PERFORMANCE

    | | CEO ($) | Average for Other NEOs ($) | | SCT Total | 51,550,957 | 18,619,972 | | Adjustments | | | | Deduction for the amounts reported under the “Stock Awards” columns of the SCT(a) | (43,481,651) | (16,405,465) | | Item 402(v) Equity Award Adjustments(b) | (91,356,241) | (8,618,624) | | “Compensation Actually Paid” | (83,286,935) | (6,404,117) |

  144. PAY VERSUS PERFORMANCE

    (a)Reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” column 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. No option awards were granted to the CEO or other NEOs in 2025. (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:

  145. PAY VERSUS PERFORMANCE

    | | CEO ($) | Average for Other NEOs ($) | | Year End Fair Value of Equity Awards Granted in the Year that Were Outstanding and Unvested as of Year End | 28,189,587 | 8,081,050 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year | (116,654,554) | (7,040,565) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 3,453,792 | 1,156,703 | | Fair Value Change between Vesting Date and Prior Year End Value of Awards Granted in a Prior Year that Vested in the Year | (6,345,066) | (1,798,966) | | Average Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year* | — | (9,016,846) | | Equity Award Adjustments | (91,356,241) | (8,618,624) |

  146. PAY VERSUS PERFORMANCE

    *Except for Mr. Smith, who forfeited outstanding equity awards in connection with his departure, no other NEOs failed to meet vesting conditions in 2025. (3)Represents the TSR of a $100 investment in the Company’s shares as of December 31, 2020, valued again on each of December 31, 2021, 2022, 2023, 2024 and 2025. (4)Represents the TSR of the S&P Systems Software index based on a $100 investment as of December 31, 2020, valued again on each of December 31, 2021, 2022, 2023, 2024 and 2025. (5)As an additional measure, we are providing our 2025 Peer Group (as defined below) TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As further described in the section titled “Compensation Discussion & Analysis—Compensation Policies and Practices—Peer Companies,” the 2025 Peer Group includes the following companies: Adobe Inc., Airbnb, Inc., Atlassian Corporation, Block, Inc., eBay Inc., Electronic Arts Inc., Intuit Inc., Netflix, Inc., Oracle Corporation, Palo Alto Networks, Inc., PayPal Holdings, Inc., salesforce.com, inc., Snowflake Inc., Uber Technologies, Inc., Visa Inc. and Workday, Inc. (the “2025 Peer Group”). The values represent the TSR of the 2025 Peer Group based on a $100 investment as of December 31, 2020, valued again on each of December 31, 2021, 2022, 2023, 2024 and 2025. We have provided this 2025 Peer Group TSR as an additional measure to supplement this pay versus performance disclosure and to provide further context to the Compensation Committee’s pay decisions. (6)Net income as reported in the Company’s audited financial statements. (7)The Company has identified non-GAAP subscription revenues as the most important financial performance measure used to link compensation actually paid to the CEO and other NEOs for 2025 to the Company’s performance as this measure is used to determine executive compensation. “Financial performance measure” for these purposes is defined by SEC rules to mean a measure determined and presented in accordance with GAAP or any measures derived wholly or in part from such measures or the Company’s stock price or total shareholder return. Non-GAAP subscription revenues is calculated as full-year GAAP subscription revenues that exclude the impact of foreign exchange by applying the average foreign exchange rates in effect during December of the prior fiscal year.

  147. PAY VERSUS PERFORMANCE

    | 2026 PROXY STATEMENT | 97 |

  148. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  149. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  150. Compensation Actually Paid and 5-Year TSR of the Company, the S&P

    Compensation Actually Paid and 5-Year TSR of the Company, the S&P

  151. Systems Software Index and, Supplementally, the 2025 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 2025 Peer Group in the period from December 31, 2020 through December 31, 2025. | | 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 39% and the S&P Systems Software Index TSR was 127%. The Company’s TSR generally tracked the S&P Systems Software Index throughout the period, with the exception of 2025, when the Company's TSR declined notwithstanding the Company's strong financial and operational performance, and while the S&P Systems Software Index appreciated. Compensation actually paid also decreased during 2025. 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 2025 Peer Group in terms of TSR over the last five years provides support for the Compensation Committee’s pay decisions. |

  152. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  153. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  154. 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. |

  155. Compensation Actually Paid and Net Income

    | | CEO CAP ($M) | | Average Other NEO CAP ($M) | | Net Income ($M) |

  156. Compensation Actually Paid and Non-GAAP Subscription Revenues

    Compensation Actually Paid and Non-GAAP Subscription Revenues

  157. 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 2025 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 given that a significant portion of the compensation actually paid to Mr. McDermott and the other NEOs is comprised largely of equity grants. |

  158. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | | CEO CAP ($M) | | Average Other NEO CAP ($M) | | Non-GAAP Subscription Revenues ($M) |

  159. Compensation Actually Paid and Non-GAAP Subscription Revenues

    | 100 | |