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
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. We recommend you read this Proxy
Statement fully before voting.
2025 Business Highlights
2025 was another strong year of sustained growth for ServiceNow, as we continued to deliver robust revenue growth and
significant margin expansion.
Strong Growth and Profitability
| Growth · Profitability | |||||
|---|---|---|---|---|---|
| 21% | 98% | $13.3B | 31% | 35% | $4.6B |
| Subscription Revenues Growth Y/Y | Industry Renewal Rate 7 Years in a Row(1) | Total Revenues | Non-GAAP Operating Margin(2) | Free Cash Flow Margin(2) | Free Cash Flow (“FCF”)(2) |
Subscription Revenues
Total Revenues Growth Y/Y
(3)
Non-GAAP Operating Income Growth Y/Y
(2)
(3)
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
(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.
2
Delivering Continued Shareholder Value
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 |
|---|
| NOW | S&P 500 | 2025 Peer Group |
Source: S&P Capital IQ, based on latest closing price as of December 31, 2025.
Building the Defining AI Enterprise Software Company of the
21 st Century
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.
| 2026 PROXY STATEMENT | 3 |
|---|
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 andperspectives.
Skills and Experience
| Leadership & Governance | |||||||
|---|---|---|---|---|---|---|---|
| Senior leadership experience | 9 | Global operations leadership experience | 8 | Public company board experience | 7 | ||
| Risk Management | Financial | Non-Corporate | |||||
| Risk management experience | 7 | Financialexperience | 4 | Non-profit, education and government | 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.
Board Profile*
| Independence | Tenure (Median) | Age (Median) | |||
|---|---|---|---|---|---|
| 6 Independent | 2 <5 years | 2 <50 years | |||
| 3 Not independent | 4 5-10 years | 2 50-60 years | |||
| 3 >10 years | 5 61-70 years | ||||
*All figures are based on a total of nine directors.
4
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.
| Committee Membership | |||
|---|---|---|---|
| Name and Occupation · Age · DirectorSince · Independent · AuditCommittee · LeadershipDevelopmentandCompensationCommittee · NominatingandGovernanceCommittee · Numberof OtherPublic CompanyBoards(1) | |||
| William R. McDermottChairman and Chief Executive Officer of ServiceNow, Inc. | 64 | 2019 | 2 |
| Susan L. BostromFormer Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs of Cisco Systems, Inc.Lead Independent Director | 65 | 2014 | 2 |
| Teresa BriggsFormer Vice Chair & West Region Managing Partner of Deloitte LLP; Retired Certified Public Accountant | 65 | 2019 | 3 |
| Paul E. ChamberlainBusiness 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. LuddyFounder and Former President, Chief Executive Officer and Chief Product Officer of ServiceNow, Inc. | 71 | 2004 | 0 |
| Joseph “Larry” QuinlanFormer Global Chief Information Officer of Deloitte LLP | 63 | 2021 | 2 |
| Anita M. SandsVice Chair and Head of Growth at General Catalyst | 49 | 2014 | 1 |
| Eric S. YuanChairman and Chief Executive Officer of Zoom Communications, Inc. | 56 | Nominee | 2 |
| Member | Chair |
(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.
| 2026 PROXY STATEMENT | 5 |
|---|
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.
Say on Pay and Shareholder Engagement
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 | ||
| Extensive Board-led shareholder engagement over multiple years helped inform enhancements to our executive compensation program Strong endorsement by shareholders of compensation program modifications Metrics in compensation plan align with long-term shareholder value creation | 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 |
|---|
Say on Pay Approval
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.
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
For more detail on these and other changes to our executive compensation program effective for 2025 onward, see
“Compensation Discussion and Analysis.”
6
2025 Pay Mix
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
| 2026 PROXY STATEMENT | 7 |
|---|
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