ServiceNow, Inc.
For the period ended May 21, 2026. Filed Apr 6, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 6, 2026
Contents
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:
| 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 yearPerformance 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 yearsVesting 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 | |
To implement the responsive changes outlined above and mitigate significant year-over-year pay disruptions for our
executive officers, the Compensation Committee established a transitional structure for the 2024 PRSUs, as discussed
further in the section below titled “—Executive Compensation Program—Long-Term Incentive Plan—2024 PRSU First
Tranche Performance Results.”
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