ServiceNow : 2025 Annual Report 2026 Proxy Statement
NOW
Published on 04/17/2026 at 04:28 pm EDT
Notice of Annual Shareholder Meeting May 21, 2026 at 10 am PT
servicen w
Message from Our Chairman of the Board and Chief Executive Officer
You are cordially invited to attend the 2026 Annual Shareholders Meeting (the "Annual Meeting") of ServiceNow, Inc., a Delaware corporation ("ServiceNow"), that will be held virtually via live webcast on Thursday, May 21, 2026, at 10:00 a.m. Pacific Time.
You can participate by visiting https://www.virtualshareholdermeeting.com/NOW2026. As a shareholder, all you need to join the meeting is the 16-digit control number printed in the box marked by the arrow on your Notice Regarding Availability of Proxy Materials (the "Notice of Internet Availability"). You may submit comments and questions before the meeting at the same website address.
You will be able to listen to the official meeting, submit questions and comments and vote your shares from any location with an Internet connection. Questions may be submitted before the meeting as well at the website noted above. Our virtual meeting format allows us to increase shareholder access, saves us and our shareholders time and money, and preserves the rights and opportunities of our shareholders to participate in the meeting as if attending in person.
We have elected to deliver our proxy materials to our shareholders over the Internet. Similar to the benefits of holding our meeting virtually, our proxy delivery process lowers the costs of printing and distributing materials without adversely impacting our ability to provide shareholders with timely access to important information.
On or about April 6, 2026, we expect to mail to our shareholders the Notice of Internet Availability containing instructions on how to access our Proxy Statement for our Annual Meeting and our 2025 Annual Report to shareholders. The Notice of Internet Availability also provides instructions on how to vote by mail or over the Internet and includes instructions on how to receive a paper copy of the proxy materials by mail.
The matters we will discuss and vote on at the Annual Meeting are described in the notice of annual meeting on the next page and in our Proxy Statement that follows.
Please use this opportunity to share your views by participating in our meeting and voting your shares. Even if you cannot participate in the meeting, please vote over the Internet, by telephone or by requesting and mailing your proxy card to ensure your representation at the meeting. Your vote is important.
We appreciate your continued support of ServiceNow as we build the Defining AI Enterprise Software Company of the 21st Century.
Sincerely,
William R. "Bill" McDermott
Chairman of the Board and Chief Executive Officer
2026 PROXY STATEMENT I
Notice of 2026 Annual Meeting
To elect 9 directors, each to serve until the next annual shareholders meeting
and until his or her successor is elected and qualified or his or her earlier death, resignation or removal
To hold a non-binding advisory vote to approve the compensation of our
named executive officers (commonly referred to as "say on pay")
To hold a non-binding advisory vote on the frequency of future advisory votes
on executive compensation
To ratify the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the year ending December 31, 2026
To approve our Amended and Restated 2021 Equity Incentive Plan
to increase the number of shares reserved for issuance
To vote on a shareholder proposal regarding shareholder right to act by
written consent
FOR each director nominee
See page 9
FOR
See page 49
ONE YEAR
See page 102
FOR
See page 103
FOR
See page 106
AGAINST
See page 116
Date and Time May 21, 2026 (Thursday) 10:00 a.m., Pacific Time
Items of Business
Board
Recommendations
Location
Live webcast www.virtualshareholder meeting.com/NOW2026
Record Date
Only shareholders of record at the close of business on March 23, 2026, are entitled to notice of, and to vote at, the Annual Meeting.
How to Vote
Internet
https://www.proxyvote.com
Telephone
1-800-690-6903
Mark, sign and date your proxy card and return it in the postage-paid envelope
Scan the QR code on your voting materials to vote with your mobile device
In addition, shareholders may be asked to consider and vote on such other business as may properly come before the Annual Meeting.
All shareholders are invited to attend the Annual Meeting. Any shareholder attending the Annual Meeting may vote online at the Annual Meeting even if the shareholder previously voted. The previous votes will be superseded by the vote such shareholder casts online at the Annual Meeting.
Thank you for your continued support of ServiceNow. By Order of the Board of Directors,
Hossein Nowbar
President, Chief Legal Officer and Secretary April 6, 2026
Whether or not you expect to attend the Annual Meeting, we encourage you to read this Proxy Statement and vote over the Internet, by telephone, by requesting and mailing your proxy card or by mobile device as soon as possible, so that your shares may be represented at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section titled "Annual Meeting General Information" beginning on page 119 of the proxy statement and the instructions on the enclosed Notice of Internet Availability.
II
Table of Contents
Message from Our Chairman and CEO I
Notice of 2026 Annual Meeting II
Proxy Statement Summary 1
Proxy Voting Roadmap 7
Nomination Process and Nominees 10
Nomination Process 10
Nominees' Experience and Skills 13
Executive Compensation Program 58
Compensation Policies and Practices 71
NEO Employment Agreements 78
Report of the Leadership Development and 83
Compensation Committee
Executive Compensation Tables 84
Equity Compensation Plan Information 93
Chief Executive Officer Pay Ratio 94
Pay Versus Performance 95
Director Nominees 15
Board and Corporate Governance Matters 24
Corporate Governance Highlights 24
Board Leadership Structure 25
Board Committees 27
Board's Role in Corporate Oversight 30
Director Engagement 35
Succession Planning 37
Shareholder Engagement 38
Security Ownership of Certain Beneficial Owners and Management
100
102
103
Other Governance Policies and Practices 40
Report of the Audit Committee 105
Director Compensation 42
Corporate Sustainability 44
Executive Leadership 46
Written Consent
106
116
Executive Compensation ("Say on Pay")
Letter from the Leadership Development and Compensation Committee 50
Compensation Discussion and Analysis 52
Executive Summary 53
Annual Meeting General Information 119
Additional Information 124
Appendix A A-1
Appendix B B-1
This Proxy Statement contains forward-looking statements. All statements contained in this Proxy Statement other than statements of historical or current fact, including statements regarding our executive compensation plans, business strategy and plans and financial targets are
forward-looking. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to management as of the date of this Proxy Statement. Actual results could differ materially from the results expressed or implied by the forward-looking statements we make. Factors that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to, those discussed in the section titled "Risk Factors" in our 2025 Annual Report on Form 10-K. We undertake no obligation, and do not intend, to update the forward-looking statements.
On December 17, 2025, the Company effected a 5-for-1 split of its common stock (the "Stock Split") with a proportionate increase in the number of shares of authorized common stock. All references made to common share, equity award and per share amounts throughout this proxy statement have been retroactively adjusted to reflect the Stock Split.
The content of the websites, and additional materials found on those websites, referred to in this Proxy Statement are not deemed to be part of, and are not incorporated by reference into, this Proxy Statement.
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. We recommend you read this Proxy Statement fully before voting.
2025 was another strong year of sustained growth for ServiceNow, as we continued to deliver robust revenue growth and significant margin expansion.
Growth
Profitability
Subscription
Industry Renewal
Non-GAAP
Free Cash Flow
Free Cash Flow
Revenues Growth
Y/Y
Rate 7 Years in a Row(1)
Total Revenues
Operating
Margin(2)
Margin(2)
("FCF")(2)
Subscription Revenues
2025
$12.9B
Non-GAAP Operating Income Growth Y/Y
27%(2)
2024
$10.6B
Peers
16%(3)
Total Revenues Growth Y/Y
21%
FCF Growth Y/Y
34%
Peers
12%(3)
Peers
17%(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 Discussion & Analysis-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.
As shown below, since Mr. McDermott became Chief Executive Officer ("CEO") in 2019, our TSR significantly outperformed the TSR of our 2025 Peer Group and the S&P 500. See "Compensation Discussion and Analysis-Compensation Policies and Practices-Peer Companies" for a list of the companies in our 2025 Peer Group.
+$109 billion
market capitalization Increase
188%
NOW
141%
S&P 500
107%
2025 Peer Group
11/18/2019 12/31/2025
Source: S&P Capital IQ, based on latest closing price as of December 31, 2025.
Strategic Milestones
Earned Fortune 500 recognition for third consecutive year(1)
Served approximately 8,800 global customers, including over 85% of the Fortune 500(2)
Exceeded $12.8 billion in subscription revenue in 2025
Continued significant customer growth with 244 transactions greater than $1 million in net new annual contract value ("NNACV") in the fourth quarter of 2025 alone and the number of customers contributing $20 million or more in annual contract value ("ACV") rising over 30% year over year
Ended the year with over 600 customers generating $5 million or more in ACV
Finished 2025 operating at a Rule of 56(3)
Now Assist exceeded $600 million in ACV, tracking toward $1 billion target for 2026, with powerful agentic AI innovations launched across the ServiceNow AI Platform, to put AI to work across every corner of the enterprise
(1) From Fortune ©2025 Fortune Media IP Limited. All rights reserved. Fortune and Fortune 500® are registered trademarks of Fortune Media IP Limited and are used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of, ServiceNow.
(2) Global customer count is as of the end of 2025.
(3) Enterprise software companies are often measured on a "Rule of 40," defined as the result of free cash flow margin plus subscription revenue growth rate. These two measures combined highlight the ability to grow the business while maintaining profitability. ServiceNow's free cash flow margin plus subscription revenue growth rate exceeded 56 for the year ended December 31, 2025. See Appendix B for a reconciliation of GAAP to non-GAAP metrics and other information.
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.
Public company
board experience
7
Leadership & Governance
Senior
leadership experience 9
Global operations leadership experience 8
Risk Management Financial Non-Corporate
Risk management experience
7
Financial experience
Non-profit, education and government
4 7
Strategic
Significant technical or business experience in software industry
8
Leadership experience at high-growth organization with $10+
billion annual revenue 5
Multi-product/services or multi-segment company experience
8
Knowledge of emerging technologies
9
Experience with large scale transformations in key functions
7
Experience with M&A, debt and equity financings and other
strategic transactions 6
See "Nomination Process and Nominees" for more detail.
Independence Tenure (Median) Age (Median)
67%
7
years
63
years
2 <5 years
4 5-10 years
3 >10 years
* All figures are based on a total of nine directors.
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.
Committee Membership
Leadership Development
Nominating
Number of Other
Director
Audit
and Compensation
and
Governance
Public Company
Name and Occupation
Age
Since
Independent
Committee
Committee
Committee
Boards(1)
William R. McDermott
Chairman and Chief Executive 64
Officer of ServiceNow, Inc.
2019
2
Susan L. Bostrom
Former Executive Vice President,
Chief Marketing Officer and Head 65
2014
2
of Cisco Systems, Inc.
Lead Independent Director
Teresa Briggs
Former Vice Chair & West Region
Managing Partner of Deloitte 65
LLP; Retired Certified Public Accountant
2019
3
Paul E. Chamberlain
Business Advisor & Investor;
Former Managing Director and 62
Co-Head of Global Technology Banking of Morgan Stanley
2016
1
Lawrence J. Jackson, Jr.
Founder and Chief Executive
Officer of gamma; Former Global 45
Creative Director, Apple Music of Apple Inc.
2020
0
Frederic B. Luddy
Founder and Former President,
Chief Executive Officer and 71
Chief Product Officer of ServiceNow, Inc.
2004
0
Joseph "Larry" Quinlan
Former Global Chief Information 63
Officer of Deloitte LLP
2021
2
Anita M. Sands
Vice Chair and Head of Growth at 49
General Catalyst
2014
1
Eric S. Yuan
Chairman and Chief
Executive Officer of Zoom 56
Communications, Inc.
Nominee
2
Member
Chair
of Worldwide Government Affairs
(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.
Our executive compensation program is designed to align with our pay-for-performance philosophy, drive achievement of our strategic and financial goals and to incentivize value creation for our shareholders. Maintaining an executive compensation program that motivates and retains a talented and experienced leadership team is critical to ServiceNow's long-term success.
We are committed to the ongoing review and enhancement of our executive compensation program. Shareholder feedback is an important part of this process, and by actively engaging with our shareholders, we gain valuable insights and perspectives that help inform our approach.
2025 Program Design is Responsive to Shareholder Feedback
2025 Compensation is Closely Tied to Performance
Significant portion of total target annual compensation is "at risk"
Significant portion of total target annual compensation tied to rigorous performance goals Metrics in compensation plan align with
strategic priorities and balance top line growth
with profitability
Relative performance metric was retained in response to shareholder feedback
Our ongoing commitment to reviewing and enhancing our executive compensation program has been reflected in strong shareholder support - approximately 89% of votes cast at our 2025 Annual Meeting supported our executive compensation program. The Compensation Committee believes that these voting results demonstrate strong support for our compensation philosophy and executive compensation program, including changes made in recent years.
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:
Committing to not grant any one-time equity awards to any NEO holding a 2021 PSO Award with an ongoing performance period
For more detail on these and other changes to our executive compensation program effective for 2025 onward, see "Compensation Discussion and Analysis."
For 2025, the annual pay mix for our CEO and other named executive officers ("NEOs") consisted of base salary, annual cash incentive and long-term performance-based and time-based equity awards, with a significant amount of compensation at risk and tied to rigorous financial and operational performance targets. The following shows the percentage of this mix based on total target annual compensation:
CEO Pay Mix Other NEOs Pay Mix
Proxy Voting Roadmap
Proposal 1: Election of 9 Directors
The Board of Directors (the "Board"), acting upon the recommendation of the Nominating and Governance Committee (the "Governance Committee"), has nominated nine individuals for election to the Board, consisting of eight currently serving Directors and one new nominee.
The nominees represent a slate of directors who have been highly successful executives and bring a differentiated set of skills and experiences to the Board.
Proposal 2: Advisory Vote to Approve Executive Compensation ("Say on Pay")
Our executive compensation program is designed to attract, retain and motivate our named executive officers who are critical to our success, with a strong link between pay and performance and an emphasis on long-term performance aligned to our shareholder interests.
Over the past two years, the Compensation Committee has made several changes to our executive compensation program in response to feedback from our shareholders to ensure alignment between pay and performance.
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Our Board recommends that shareholders vote "ONE YEAR" on this matter-to continue to hold say on pay votes on executive compensation annually. An annual "say on pay" vote positions us to regularly solicit timely, direct input from our shareholders on our executive compensation program.
Proposal 4: Ratify the Independent Registered Public Accounting Firm for 2026
The Audit Committee appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.
As a matter of good governance, we are submitting the appointment to our shareholders for ratification.
Proposal 5: Approval of Amended and Restated 2021 Equity Incentive Plan
As we continue to operate in a competitive talent market and as our business requires increasingly specialized skills, an increase in shares under our 2021 Equity Incentive Plan is necessary to continue using equity compensation as a broad-based compensation tool for our growing workforce.
The Amended and Restated 2021 Equity Incentive Plan will enable us to continue to attract, retain and motivate talented individuals who will help achieve our growth and strategic objectives and benefit all of our shareholders as a result.
Proposal 6: Shareholder Proposal Regarding Shareholder Right to Act by Written Consent
A shareholder has made a proposal that shareholders be permitted to take action by written consent, in lieu of holding a special meeting to consider and vote on the matter.
Matters requiring shareholder approval should be presented to, and voted on, by shareholders at a meeting where all shareholders can participate. A written consent right is unnecessary given the ability of our shareholders holding 15% or more of our outstanding shares for at least one year to call special meetings of shareholders.
Our overall corporate governance reflects current best practices and provides shareholders with meaningful rights to communicate their views and ensure Board accountability and responsiveness to shareholders.
The Board recommends a vote "AGAINST" this proposal. See Page 116
Proposal 1
Election of 9 Directors
Introduction
At the recommendation of our Governance Committee, the Board recommends that each of the following nominees be elected to serve for a one-year term expiring at the next annual meeting and until such director's successor is elected and qualified or until such director's earlier resignation or removal:
William R. McDermott Susan L. Bostrom Teresa Briggs
Paul E. Chamberlain Lawrence J. Jackson, Jr. Frederic B. Luddy
Joseph "Larry" Quinlan Anita M. Sands
Eric S. Yuan
Each of these nominees has agreed to be named in this Proxy Statement and to serve as a director, if elected. The Board has no reason to believe that any nominee will be unavailable or will decline to serve as a director. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the Board to fill the vacancy. There are no family relationships among any of our directors or executive officers.
Vote Required
In an uncontested election of directors, each director nominee will be elected to the Board if the nominee receives more "FOR" votes than "AGAINST" votes. Broker non-votes and abstentions will have no effect on the outcome of the vote. Under our Corporate Governance Guidelines, when a director is elected or re-elected to the Board, the director is required to submit a letter of resignation that will be effective only upon both (1) the failure to receive the required vote at any annual meeting at which the director is up for re-election and (2) the acceptance of such resignation by the Board. If a current director fails to receive the required vote for re-election, the Governance Committee will decide whether to recommend that the Board accept the director's resignation and the Board will make the final decision.
The Board recommends a vote "FOR" each nominee for Director.
Nomination Process and Nominees
The Governance Committee leads the Board's annual board and committee evaluation process, which includes an assessment of board and committee composition effectiveness and the alignment of directors' skills to oversight responsibilities. Informed by this annual assessment, the Governance Committee oversees the director nomination process and recommends to the Board a slate of candidates, which may include both current and new director nominees, to nominate for election at each annual shareholders meeting.
When considering whether to re-nominate current directors, the Governance Committee conducts a comprehensive review of each director's contributions and qualifications in the context of the full Board's composition. The Governance Committee also considers the evolving needs of the Board in light of the Company's strategic priorities and governance standards. Among the factors considered are the following:
Independence
Experience and skills
Annual evaluation
Engagement level
Meeting attendance
Shareholder feedback
External commitments
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.
Identify
1
Evaluate
2
Select
3
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.
The Board determines the independence of our directors by applying the independence standards established by the New York Stock Exchange ("NYSE") and the U.S. Securities and Exchange Commission ("SEC"). Under those standards, a director is independent only if the board of directors affirmatively determines that the director has no material relationship with the company or any relationship, which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The standards also specify various relationships that preclude a determination of director independence, which may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.
Applying these standards, the Board annually reviews the independence of the Company's directors, taking into account all relevant facts and circumstances. In its most recent review, the Board considered, among other things, the relationships that each non-employee director has with the Company and all other facts and circumstances the Board believed were relevant. Based upon this review, the Board determined that all current directors are independent other than our Chairman and CEO, Mr. McDermott, and our founder, Mr. Luddy. Further, all of the Board committees consist entirely of independent directors.
Mr. Yuan was recommended as a director nominee by our Chairman and Chief Executive Officer and non-employee directors. The Board determined that Mr. Yuan does not qualify as independent under NYSE listing standards because he serves as the Chairman and Chief Executive Officer of Zoom Communications, Inc. where Mr. McDermott also serves as a member of the compensation committee.
The Governance Committee seeks to maintain a board consisting of a group of highly qualified leaders in their respective fields with a variety of perspectives and skills to effectively address our evolving needs, oversee senior management and represent the best long-term interests of our shareholders. To this end, the Governance Committee considers, among other factors, the following criteria to evaluate potential nominees.
Professional Background & Experience
Specific experience, background and education, including operating experience, financial expertise, significant corporate governance experience and expertise, talent management expertise, risk management expertise, global experience, enterprise experience, technology expertise and development experience, and knowledge about our business or industry.
Leadership Sustained record of substantial accomplishments and leadership in executive, C-suite, senior-level management, entrepreneurship and/or policy-making positions in finance, law, business, government, education, technology or not-for-profit enterprises, as well as public company board experience.
Independence Qualification as "independent" under NYSE and SEC rules and freedom from actual or perceived conflicts of interest that could interfere with duties as a director, including Board tenure, outside board service and other affiliations.
Perspective Contributions to the composition of the Board, including, but not limited to, independence, integrity, perspective, areas of experience and expertise and knowledge about the Company's business
or industry.
Character Commitment to ethical conduct and integrity, along with the requisite interpersonal skills to work with other directors on the Board and management in ways that are effective and beneficial to the interests of the Company and its shareholders, employees, customers and communities.
Time Willingness and ability to devote adequate time and effort to current and future Board and committee responsibilities.
Although the Governance Committee uses these criteria, among others, to evaluate current directors and new director candidates, it has not established any minimum criteria. The Governance Committee does not use different standards to evaluate nominees recommended by our directors and management relative to those recommended by shareholders. The Governance Committee considers nominees based on our need to fill vacancies or to expand the Board, and also considers our need to fill particular roles on the Board or committees thereof (e.g., independent director role or an audit committee financial expert). When appropriate, the Governance Committee may retain executive recruitment firms to
assist it in identifying suitable candidates. Any such recruitment firm is instructed to include a pool of candidates with a wide range of perspectives and experiences. After its evaluation of potential nominees, the Governance Committee recommends its chosen nominees to the Board for approval. For a summary of each of our current directors' background, please see section titled "-Director Nominees."
Board composition, as described above, is considered in our director nomination process, as we believe it is important for the composition to appropriately reflect the perspectives of the Company, shareholders, workforce, customers and communities. While we have not had a policy with respect to diversity, the Board is committed to actively seeking out individuals who will contribute to its overall range of perspectives for inclusion in the candidate pool.
As reflected in the Corporate Governance Guidelines, the Board recognizes the importance of external commitments not impairing any director's ability to discharge their responsibilities to effectively serve on the Board. Further, the Board has considered and believes that each person nominated for election at the Annual Meeting has the ability to effectively serve on the Board and to dedicate sufficient time and attention to his or her responsibilities as a member of the Board, taking into consideration each nominee's attendance at meetings of the Board and any committees on which such nominee serves; the number of additional public company boards on which a nominee serves; and the nominee's level of contribution and participation in meetings of the Board and any of its committees.
As indicated above, the Governance Committee considers shareholder recommendations for director candidates in the same manner as all other candidates recommended by other sources. A shareholder may recommend a candidate at any time by submitting the recommendation in writing to the Office of the Corporate Secretary at ServiceNow, Inc., 2225 Lawson Lane, Santa Clara, California 95054, Attn: Chief Legal Officer, or by email to [email protected].
A shareholder or a group of up to 20 shareholders who have owned at least 3% of ServiceNow's outstanding shares continuously for at least three years may submit director candidates for inclusion in the Company's proxy materials. These shareholders may nominate the greater of two directors or 20% of the total number of directors on the Board. Such nominations must comply with the Company's proxy access bylaw provisions.
A shareholder also may directly nominate a candidate for election at the next annual meeting by providing advance written notice to ServiceNow to the Office of the Corporate Secretary. This notice must be received not fewer than 90 or more than 120 days prior to the first anniversary of the previous year's Annual Meeting. The nomination must include all information required under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the nominee's written consent to being named in the Proxy Statement and to serve as a director if elected, as well as any additional information specified in our Bylaws.
The table below highlights the mix of experience, qualifications and skills of the nominees that, among other factors, led the Board to recommend these nominees for election to the Board. The matrix that follows is intended to depict notable areas of focus for each director. The absence of a designation does not mean a director completely lacks that particular skill or qualification. For additional biographical information on each nominee and continuing director please see section titled "-Director Nominees."
Leadership & Governance
Global operations leadership experience
Senior leadership experience at a global public company or other organization focused on technology or with a rapidly evolving business model helps the Board analyze, advise on and oversee the execution of important operational and policy issues.
Valuable business and cultural perspective derived from global operations leadership experience helps guide important aspects of our business with a global experience and significant revenues derived outside of the U.S.
Public company board experience
Directors with public company board experience understand the dynamics and operation of a corporate board, the relationship between the board and the CEO and other senior management, the legal and regulatory landscape, and the importance of effective oversight of strategic, operational and compliance matters.
Risk Management
Risk management experience Directors with experience in identifying, prioritizing and managing a broad spectrum of
risks can help the Board anticipate risks and oversee their management.
Financial
Financial experience
Knowledge of financial markets, financing, accounting and financial reporting processes assists the Board in understanding, advising and overseeing our financial position, results of operations, financial reporting, internal control processes and audit matters.
Strategic
Significant technical or business experience in software industry
Leadership experience at high-growth organization with $10+ billion annual revenue
Education or experience in relevant technology, including artificial intelligence (AI), is useful for understanding our R&D efforts, competing technologies, the products and processes we develop and the market segments in which we compete.
Directors with experience leading a high-growth organization provide practical insights on challenges and opportunities we may encounter along our growth trajectory.
Multi-product/services or multi-segment
company experience
Knowledge of emerging technologies
Large scale transformations in key functions
M&A, debt and equity financings and other strategic transactions
Directors with experience leading multi-product/services or multi-segment companies can help provide insight into how to structure our business and navigate and expand our offerings.
Directors with experience identifying and developing emerging technologies and architectures are valuable assets to the Board, as new technologies and architectures can rapidly disrupt even the most well-developed strategy.
Directors with experience in key functions of large scale transformations can help guide our business as it continues to scale and channel the perspective of customers leveraging the Now Platform to achieve their business objectives.
Directors with experience in M&A (including integrations), debt and equity financings and other strategic transactions provide insight into developing and implementing strategies for methodically growing our business.
Non-Corporate
Non-profit, education and government
Directors with non-profit, education and government experience guide us on opportunities to help our community and identify growth opportunities in these sectors.
Leadership & Governance
Global operations leadership experience
Public company board experience
Risk Management
Risk management experience
Financial
Financial experience
Strategic
Significant technical or business experience in software industry
Leadership experience at high-growth organization with $10+
Multi-product/services or multi-segment
company experience
Knowledge of emerging technologies
Large scale transformations in key functions
M&A, debt and equity
financings and other strategic
Non-Corporate
Non-profit, education and government
McDermott
Bostrom
Briggs
Chamberlain
Jackson
Luddy
Quinlan
Sands
Yuan
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
Global operations leadership experience Multi-product/services or multi-segment
m company experience
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
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
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:
Leadership experience at high-growth
enterprise cloud
computing company
Cadence Design Systems, Inc., an electronic design
Global operations leadership experience
organization with $10+ billion annual revenue
Multi-product/services or multi-segment company experience
software company
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
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
key functions
Financial experience M&A, debt and equity financings and other strategic transactions
Significant technical or business experience in software industry
Leadership experience at high-growth organization with $10+ billion annual revenue
Non-profit, education and government
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
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
Multi-product/services or multi-segment
Advisory Committee, JobTrain, a vocational
Global operations leadership experience
company experience
and life skills training group focused on the neediest in the Silicon Valley community
Adjunct Lecturer, Bendheim Center for Finance, Princeton University
Public company board experience
Risk management experience M&A, debt and equity financings and other strategic transactions
Financial experience Non-profit, education and government
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:
Global operations leadership experience Large scale transformations in
key functions
Leadership experience at high-growth organization with $10+ billion annual revenue
Multi-product/services or multi-segment company experience
Non-profit, education and government
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
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
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:
Leadership experience at high-growth
for the University of The
West Indies
Emeritus Board of Directors, NPower
Board of Directors,
Global operations leadership experience
organization with $10+ billion annual revenue
Multi-product/services or multi-segment company experience
National Association of Corporate Directors (NACD) Florida Chapter
Board of Directors, United Way of Miami
Public company board experience Knowledge of emerging technologies
Risk management experience Large scale transformations in key functions
Significant technical or business Non-profit, education and government experience in software industry
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
key functions
Risk management experience Non-profit, education and government
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
key functions
Financial experience M&A, debt and equity financings and other strategic transactions
Board and Corporate Governance Matters
We are committed to strong corporate governance. Our governance practices provide an important framework within which the Board and management can advance our strategic priorities.
Robust Board Oversight and Structure
Close Alignment with Shareholder Interests
100% Independent Committee Members
Strong Lead Independent Director
Regular Executive Sessions of Independent Directors
Comprehensive Board Risk Oversight
Governance Committee Oversight of Corporate Sustainability Matters
Audit Committee Oversight of Cybersecurity Programs
Rigorous Director Selection Process
Board with Broad Range of Experiences and Perspectives
Ongoing Robust Shareholder Engagement Program
Performance-Based Incentives Tied to Shareholder Interests
Stock Ownership Guidelines for Directors and Executive Officers
Majority Voting Standard for Directors with Resignation Policy
Proxy Access Bylaws (3/3/20/20)
Detailed Disclosure of Individual Directors' Skills
Annual Say on Pay Vote
Accountable Board and Executive Officers
Safeguards
Significant Portion of Compensation At-Risk for Our CEO and Executive Officers
Annual Board and Committee Self-Evaluation
Formal CEO Evaluation Process
Annual Executive Compensation Review
Prohibition on Hedging and Pledging
Multi-Year Vesting Requirements for all Equity Awards
No Section 280G Tax Gross-Ups
Clawback Policy
No Pension Plan
William R. McDermott Susan L. Bostrom
Chairman of the Board and Chief Executive Officer
Lead Independent Director
Teresa Briggs Susan L. Bostrom Anita M. Sands
Audit Leadership Development
and Compensation
Nominating and Governance
The Board has flexibility to determine the appropriate leadership structure that best fits the Company's circumstances and provides strong independent oversight. The Board reviews and evaluates the Board's leadership structure at least annually. Our Board leadership structure is among the topics discussed during the Company's shareholder engagement, and feedback received from shareholders is considered by the Board when determining the appropriate leadership structure. The Board does not have a fixed policy on whether the roles of Chairman and CEO should be separated or combined. Our Corporate Governance Guidelines provide that if the positions of Chairman and CEO are held by the same person, the independent directors will select a Lead Independent Director.
The Board believes that a combined Chairman and CEO, along with a strong and empowered Lead Independent Director, is the best structure to appropriately and effectively allocate authority, responsibility and oversight between management and the independent members of the Board. This structure gives our Chairman and CEO primary responsibility for the operational leadership and strategic direction of the Company, while enabling the Lead Independent Director to facilitate independent Board oversight of management, promote communication between management and the Board and support the Board's consideration of key governance matters.
The Board believes that a leadership structure with Mr. McDermott serving as Chairman and CEO provides the Company with, among other things:
An experienced senior leader who serves as a primary liaison between the Board and management and as the primary public face of the Company;
A clear and unified strategic vision - to become the Defining AI Enterprise Software Company of the 21st Century;
Strong and effective leadership, particularly in the context of macroeconomic challenges facing our industry;
Flexibility in long-term succession planning;
A knowledgeable resource for independent directors both at and between Board meetings given his extensive day-to-day knowledge of all aspects of our current business, operations and risks; and
The ability to bring pressing issues before the independent directors expeditiously.
Any changes in the combination or separation of the Chairman and CEO positions would be announced promptly by the Company.
BOARD AND CORPORATE GOVERNANCE MATTERS
The Lead Independent Director is appointed by the independent directors to provide an effective independent voice in Board leadership structure.
Ms. Bostrom currently serves as our Lead Independent Director, a role she has held since May 2024. Since joining the Board in 2014, Ms. Bostrom has worked closely with her fellow directors, including as former Chair of the Governance Committee and current Chair of the Leadership Development and Compensation Committee (the "Compensation Committee"). She is deeply trusted in the boardroom and is well positioned to guide the Board in its independent oversight of the Company's strategy and risk management. With extensive leadership experience in the technology industry and service on the boards of other publicly-traded technology companies, Ms. Bostrom brings valuable insights to the Board. Her tenure as a ServiceNow director gives her a unique perspective on the Company's evolving business and risk landscape, enabling her to provide effective independent oversight, strategic guidance to senior management, and enhancements to the Board's deliberative process.
The responsibilities of the Lead Independent Director include:
presiding at all meetings of the Board at which the Chairman and CEO is not present, including executive sessions of independent directors;
approving meeting agendas and meeting schedules for the Board;
encouraging direct dialogue between the directors and management;
facilitating discussion and open dialogue among the independent directors;
serving as a liaison between the Chairman and CEO and the independent directors;
disseminating information, decisions, suggestions, views or concerns expressed by independent directors to the Chairman and CEO, the rest of the Board and management;
providing leadership to the Board if circumstances arise in which the roles of CEO and Chairman may be, or may be perceived to be, in conflict;
participating in the Board's assessment of risks and management's (including the CEO's) approach to addressing those risks;
leading annual performance review process for the CEO and succession planning process for CEO and other executive officers;
guiding our outreach to shareholders, meeting with those shareholders and representing the Board in communications with shareholders;
participating in the process to retain and onboard new executive officers;
participating in discussions regarding the appropriate Board structure; and
performing such other functions and responsibilities as requested by the Board from time to time.
Disclaimer
ServiceNow Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 20:27 UTC.