ServiceNow Inc

Proxy StatementSummaryThis summary highlights information contained elsewhere in this Proxy Statement. We recommend you read this Proxy Statement fully before voting.

2023 Business Highlights

2023 was another year of tremendous year-over-year growth for ServiceNow, continuing our outperformance despite an uneven macroeconomic environment and significant market volatility, particularly in our sector.

Achieving Strong Growth and Profitability

Numbers rounded for presentation purposes. ServiceNow metrics as of December 31, 2023, 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, 2023.

(2)Represents the weighted average metric of our 2023 proxy peers that are publicly-traded as of December 31, 2023 with a comparable growth metric for the last reported four fiscal quarters. See “Compensation Discussion and Analysis—Section 3- Compensation Policies and Practices—Roles and Responsibilities—Peer Companies” for a list of our 2023 Proxy Peers.

(3)See Appendix A for a reconciliation of GAAP to non-GAAP metrics and other information.

Delivering Continued Superior Shareholder Value

Five-Year Total Shareholder Return

As shown below, our total shareholder return over the past five years significantly outperformed our 2023 Proxy Peers and the S&P 500. See “Compensation Discussion and Analysis—Section 3- Compensation Policies and Practices—Roles and Responsibilities—Peer Companies” for a list of our 2023 Proxy Peers.

Source: S&P Capital IQ, based on latest closing price as of December 31, 2023. Proxy Peers only include publicly-traded companies as of such date.

Achievements

(1)See “Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation—2023 Annual Cash Incentive” for a definition of NNACV.

(2)Rule of 55+ is defined as free cash flow margin plus subscription revenue growth rate for the year ended December 31, 2023. See Appendix A for a reconciliation of GAAP to non-GAAP metrics and other information.

(3)The American Opportunity Index, a scorecard for worker advancement, assesses America's largest companies on their ability to maximize internal talent to drive business performance and individual employee growth.

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ServiceNow’s Board of Directors

ServiceNow is overseen by directors with the breadth and depth of expertise necessary to guide our business strategy and create shareholder value. The Board is independent, with diverse backgrounds, experience and perspectives.

Skills and Experience

See “Nomination Process and Nominees” for more detail.

Board Profile*

• All figures are based on a total of 11 directors.

Director Nominees

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

(1) New Lead Independent Director appointment effective as of the 2024 Annual Meeting, subject to her re-election as director.

(2) Reflects service on other public company boards.

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Shareholder Engagement

We are committed to robust shareholder engagement

We actively engage with shareholders at least twice a year to better understand their priorities and perspectives on significant issues, including company strategy and performance, corporate governance, executive compensation, sustainability matters and other topics. Our outreach efforts are led by our Compensation Committee Chair and Global People, Investor Relations and Legal teams. In connection with our 2023 Annual Meeting and through early 2024, we undertook significant engagement and, in some instances, held multiple meetings with certain investors. Our Compensation Committee Chair participated in approximately half of our engagements.

In addition, our comprehensive shareholder engagement program is supplemented by our Investor Relations team, frequently along with our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, engaging with our shareholders throughout the year through quarterly earnings calls, investor conferences, user-group meetings and product- and customer-related communications. We also use multiple communication channels to interact with our retail shareholders, such as our Annual Report and periodic updates to our website.

Shareholder Engagement Cycle

We follow a comprehensive engagement plan

Shareholder Engagement on Compensation

Our active engagement with shareholders, which during 2023 focused primarily on executive compensation, informed the actions we took following our Annual Meeting.

Following the disappointing outcome of our 2023 Say on Pay proposal at our 2023 Annual Meeting (41% of votes cast were in favor), the Compensation Committee undertook a robust process to address shareholders’ concerns. Under the leadership of its new Chair, Susan L. Bostrom, the Compensation Committee conducted a thorough evaluation of our executive compensation program and led an extensive shareholder outreach effort to preview potential changes under consideration and fully understand shareholders’ perspectives ahead of making responsive changes. Ms. Bostrom participated in approximately half of these shareholder meetings. Following this engagement, the Compensation Committee was briefed on the feedback received, which informed the changes we made to our executive compensation program. The feedback we received from shareholders and the responsive changes we made are outlined below.

The most consistent feedback we received is listed below under “What We Heard,” followed by other common feedback.

See“Compensation Discussion and Analysis—Section 1- Executive Summary—Why Vote “FOR” Say on Pay?” for more detail.

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Executive Compensation

Our executive compensation program is designed to align with our pay-for-performance philosophy, drive achievement of our strategic and financial goals and continue to incentivize value creation for all of our shareholders and other stakeholders. Maintaining a compensation program that motivates and retains a talented and experienced leadership team is critical to ServiceNow’s long-term success.

2023 Compensation Highlights

For 2023, 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:

Based on strong financial, operational and total shareholder return (“TSR”) outperformance in 2023, our annual cash incentive for 2023 and PRSU 2023 components paid out above target, consistent with alignment of our executive compensation with shareholder value creation.

•Annual cash incentives were earned at 118.9% of target for 2023 based on achievement of rigorous 2023 NNACV, subscription revenues and operating margin targets as well as NEO performance relative to their individual goals.

•PRSUs for 2023 were earned at 108.8% of target based on achievement of rigorous 2023 NNACV and free cash flow margin targets. Given the long-term nature of our executive compensation program, the final tranche of PRSUs is further subject to adjustment based on three-year TSR relative to the S&P 500.

See“Compensation Discussion and Analysis—Section 2- 2023 Executive Compensation Program” for more detail.

Compensation Discussion & Analysis Roadmap