now-20260406

Independence

Experience and skills

Annual evaluation

Engagement level


2026 PROXY STATEMENT	I

Message from Our

Chairman of the Board and

Chief Executive Officer

Dear Fellow Shareholders,

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 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


II

Notice of 2026 Annual Meeting



Items of Business		Board Recommendations


1	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	FOR each director nominee
1		See page 9


2	To hold a non-binding advisory vote to approve the compensation of our named executive officers (commonly referred to as “say on pay”)	FOR
2		See page 49


3	To hold a non-binding advisory vote on the frequency of future advisory votes on executive compensation	ONE YEAR
3		See page 102


4	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026	FOR
4		See page 103


5	To approve our Amended and Restated 2021 Equity Incentive Plan to increase the number of shares reserved for issuance	FOR
5		See page 106


6	To vote on a shareholder proposal regarding shareholder right to act by written consent	AGAINST
6		See page 116

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


		Date and Time May 21, 2026 (Thursday) 10:00 a.m., Pacific Time

		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 www.proxyvote.com

		Telephone 1-800-690-6903

		Mail Mark, sign and date your proxy card and return it in the postage-paid envelope

		QR Code Scan the QR code on your voting materials to vote with your mobile device

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.


2026 PROXY STATEMENT	III

Table of Contents


Message from Our Chairman and CEO		I


Notice of 2026 Annual Meeting		II


Proxy Statement Summary		1


Proxy Voting Roadmap		7


	PROPOSAL 1 Election of 9 Directors	9


Nomination Process and Nominees		10


Nomination Process		10
Nominees’ Experience and Skills		13
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
Other Governance Policies and Practices		40


Director Compensation		42


Corporate Sustainability		44


Executive Leadership		46


	PROPOSAL 2 Advisory Vote to Approve Executive Compensation (“Say on Pay”)	49


Letter from the Leadership Development and Compensation Committee		50


Compensation Discussion and Analysis		52
Executive Summary		53


Executive Compensation Program		58
Compensation Policies and Practices		71
NEO Employment Agreements		78


Report of the Leadership Development and Compensation Committee		83


Executive Compensation Tables		84


Equity Compensation Plan Information		93


Chief Executive Officer Pay Ratio		94


Pay Versus Performance		95


Security Ownership of Certain Beneficial Owners and Management		100


	PROPOSAL 3 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	102


	PROPOSAL 4 Ratify the Independent Registered Public Accounting Firm for 2026	103


Report of the Audit Committee		105


	PROPOSAL 5 Approval of Amended and Restated 2021 Equity Incentive Plan	106


	PROPOSAL 6 Shareholder Proposal Regarding Shareholder Right to Act by Written Consent	116


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.


2026 PROXY STATEMENT	1

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

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.


2

PROXY STATEMENT SUMMARY

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

21st 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

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

PROXY STATEMENT SUMMARY

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.

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		Financial experience	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

PROXY STATEMENT SUMMARY

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	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


		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

PROXY STATEMENT SUMMARY

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 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.”


2026 PROXY STATEMENT	7

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.


	The Board recommends a vote “FOR” each nominee for Director.	See Page 9

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.


	The Board recommends a vote “FOR” this proposal.	See Page 49

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.


	The Board recommends a vote of “ONE YEAR” for this proposal.	See Page 102

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.


	The Board recommends a vote “FOR” this proposal.	See Page 103


8

PROXY VOTING ROADMAP

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.


	The Board recommends a vote “FOR” this proposal.	See Page 106

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


2026 PROXY STATEMENT	9

Proposal 1

Election of 9 Directors


	The Board recommends a vote “FOR” each nominee for Director.

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.


10

Nomination Process

and Nominees

Nomination Process

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.

Director Renomination

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:



Meeting attendance	Shareholder feedback	External commitments

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.



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.


2026 PROXY STATEMENT	11

NOMINATION PROCESS AND NOMINEES

Independence

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.

Board Qualifications

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


12

NOMINATION PROCESS AND NOMINEES

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

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.

External Commitments

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.

Shareholder Nominations

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 ir@servicenow.com.

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.


2026 PROXY STATEMENT	13

NOMINATION PROCESS AND NOMINEES

Nominees’ Experience and Skills

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

	Senior 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.


	Global operations leadership experience	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	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.


	Leadership experience at high- growth organization with $10+ billion annual revenue	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	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.


	Knowledge of emerging technologies	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.


	Large scale transformations in key functions	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.


	M&A, debt and equity financings and other strategic transactions	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.


2026 PROXY STATEMENT	15

NOMINATION PROCESS AND NOMINEES

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


16

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


2026 PROXY STATEMENT	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



	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


2026 PROXY STATEMENT	19

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


20

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


2026 PROXY STATEMENT	21

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


22

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


2026 PROXY STATEMENT	23

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


24

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.

Corporate Governance Highlights



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


2026 PROXY STATEMENT	25

BOARD AND CORPORATE GOVERNANCE MATTERS

Board Leadership Structure


	William R. McDermott				Susan L. Bostrom
	Chairman of the Board and Chief Executive Officer				Lead Independent Director


Committee Chairs



Teresa Briggs	Susan L. Bostrom	Anita M. Sands
Audit	Leadership Development and Compensation	Nominating and Governance

Chairman of the Board

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.


26

BOARD AND CORPORATE GOVERNANCE MATTERS

Lead Independent Director

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.


2026 PROXY STATEMENT	27

BOARD AND CORPORATE GOVERNANCE MATTERS

Board Committees

The Board has established the Audit Committee, the Compensation Committee and the Governance Committee. The

composition and responsibilities of each committee, each of which consists entirely of independent directors, are

described on the following pages. Members serve on these committees until their resignation or until otherwise

determined by the Board.

Audit Committee

Our Audit Committee assists the Board in overseeing the integrity of our financial statements and our compliance with our

legal and policy obligations. The Audit Committee is currently composed of Ms. Briggs, who is the Chair, and Messrs.

Chamberlain and Quinlan. The composition of our Audit Committee meets the NYSE and SEC independence

requirements. Each member of our Audit Committee is financially literate as required by NYSE. In addition, the Board has

determined that each of Ms. Briggs and Mr. Chamberlain is an “audit committee financial expert” as defined in Regulation

S-K Item 407(d)(5)(ii). This designation does not impose on Ms. Briggs or Mr. Chamberlain any duties, obligations or

liabilities greater than those imposed generally on any other member of our Audit Committee or Board. Ms. Briggs

currently serves on the audit committees of three other public companies. The Board has determined that such

simultaneous service does not impair the ability of Ms. Briggs to effectively serve as a member of our Audit Committee.

Audit Committee

Meetings in 2025:

2025 Members:

Teresa Briggs (Chair)

Jonathan C. Chadwick*

Paul E. Chamberlain

Joseph “Larry” Quinlan

Independent/

financially literate

Each member is

independent and

financially literate.

Audit committee

financial experts

Teresa Briggs

Jonathan C. Chadwick*

Paul E. Chamberlain

Principal responsibilities:

•appoint an independent registered public accounting firm to examine our accounts, controls

and financial statements;

•assess the independent registered public accounting firm’s qualifications, performance and

independence annually;

•review the audit planning, scope and staffing of the independent registered public accounting

firm and pre-approve all audit and permissible non-audit related services provided to us by the

independent registered public accounting firm;

•oversee our accounting and financial reporting processes and review with management and

the independent registered public accounting firm our interim and year-end operating results

and the associated quarterly reviews and annual audit results;

•oversee our internal audit function, including internal audit staffing, the annual internal audit

plan and audit procedures and reports issued;

•review the integrity, adequacy and effectiveness of our accounting and financial reporting

processes, systems of internal control, and disclosure controls and procedures, including

processes, procedures and validation surrounding our corporate sustainability disclosures at

least annually;

•oversee the Company's cybersecurity program, including receiving regular updates from

management on cybersecurity risk resulting from risk assessments, risk reduction initiatives

and relevant cybersecurity incidents;

•oversee the effectiveness of our program for compliance with laws and regulations and

periodically review our compliance program with the Chief Ethics and Compliance Officer (who

reports to the Chief Legal Officer);

•review the Company's compliance with the rules and regulations relating to the governance

of AI;

•review and monitor our enterprise risk management programs;

•review with management our policies and processes for tax planning and compliance;

•establish and oversee procedures for the receipt, retention and treatment of complaints

received by us regarding accounting, internal accounting controls or auditing matters, and for

the confidential submission by employees of concerns regarding questionable accounting or

audit matters; and

•review with management our investment philosophy and policies, allocation and performance

of our investment portfolio, management of investment risk, policies and procedures to comply

with laws and regulations pertinent to our investment portfolio, and foreign exchange risk

management.

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


28

BOARD AND CORPORATE GOVERNANCE MATTERS

Leadership Development and Compensation Committee

Our Compensation Committee assists the Board in overseeing our executive compensation practices, our general

employee compensation and benefit plans and our leadership development programs. The Compensation Committee is

composed of Mses. Bostrom, who is the Chair, and Sands and Mr. Chamberlain. The composition of our Compensation

Committee meets NYSE and SEC independence requirements. Each member of the Compensation Committee is a non-

employee director, as defined by Rule 16b-3 under the Exchange Act. The purpose of our Compensation Committee is to

discharge the responsibilities of the Board relating to the compensation of our executive officers.

Leadership Development and Compensation Committee

Meetings in 2025:

2025 Members:

Susan L. Bostrom (Chair)

Paul E. Chamberlain

Anita M. Sands

Independent

Each member is

independent.

Principal responsibilities:

•review and approve, or recommend to the Board for approval, the compensation of our

executive officers, including our CEO;

•review and approve, or recommend to the Board for approval, the terms of any material

agreements with our executive officers;

•administer our cash-based and equity-based compensation plans;

•recommend to the Board, for determination by the Board, the form and amount of cash-based

and equity-based compensation to be paid or awarded to our non-employee directors;

•review and approve stock ownership guidelines applicable to non-employee directors and

executive officers;

•consider the results of the most recent shareholder vote on executive compensation and

feedback received from shareholders and, if appropriate, adjust, or make recommendations to

the Board to adjust our compensation practices for our executive officers;

•review and discuss the Company’s Compensation Discussion and Analysis and

related disclosures;

•review with management the Company’s major compensation-related risk exposures,

if applicable, and the steps management has taken to monitor or mitigate such exposures; and

•review and discuss with management key aspects of the Company’s strategies, practices and

programs relating to human capital management.

As the Chair of the Compensation Committee, Ms. Bostrom personally meets with shareholders, together with the

Company’s management, to discuss our compensation programs, understand shareholder perspectives and share those

perspectives with the Compensation Committee and the full Board. These engagements and the views of our

shareholders contribute to the continuous refinement of our compensation programs to better balance the need to attract,

motivate and retain top executive talent and our shareholders’ interest in ensuring that compensation is closely aligned

with long-term performance and creation of long-term shareholder value.

At least annually, our Compensation Committee reviews and approves our executive compensation strategy and

principles to confirm they are aligned with our business purpose and strategy, as well as shareholder interests. The

Compensation Committee has the sole authority, subject to any approval by the Board that the Compensation Committee

or legal counsel determines to be desirable or required by applicable law or NYSE rules, to make decisions regarding all

aspects of compensation packages for executive officers. The Compensation Committee also makes recommendations to

the Board regarding the compensation of non-employee directors. Under its charter, our Compensation Committee has

the authority to retain outside counsel or other advisors. Consistent with that authority the Compensation Committee

engaged Pay Governance, LLC (“Pay Governance”) as an independent compensation consultant to evaluate our

executive compensation levels and practices and to provide advice and ongoing recommendations on executive

compensation matters. The Compensation Committee retains and does not delegate any of its power to determine all

matters of compensation and benefits for our executive officers. Pay Governance representatives meet informally with the

Chair of our Compensation Committee and formally with our Compensation Committee during its regular meetings,

including in executive sessions from time to time without management present. Pay Governance works directly with our

Compensation Committee (and not on behalf of management) to assist our Compensation Committee in satisfying its

responsibilities and will not undertake projects for management without our Compensation Committee’s approval.


2026 PROXY STATEMENT	29

BOARD AND CORPORATE GOVERNANCE MATTERS

With the assistance of Pay Governance, our Compensation Committee reviews executive officer compensation, including

base salary levels, and the target levels for variable cash and any equity incentive awards. In connection with this review,

our Compensation Committee considers any input that it may receive from our CEO (with respect to executive officers

other than himself) to evaluate the performance of each executive officer and set each executive officer’s total target cash

and equity compensation for the current year. Our CEO does not participate in the deliberations regarding the setting of

his own compensation other than those establishing, in consultation with our Compensation Committee, our performance

objectives for all executive officer participants under our performance-based incentive plans.

Compensation Committee Interlocks and Insider Participation

During 2025, our Compensation Committee members were Mses. Bostrom and Sands and Mr. Chamberlain, none of

whom have served as an officer or employee of the Company or any of its subsidiaries or have had or have any

relationships with the Company required to be disclosed by Regulation S-K Item 404. In addition, none of our executive

officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of

any entity that has one or more executive officers who served on our Board or Compensation Committee during 2025.

Nominating and Governance Committee

Our Governance Committee assists the Board in overseeing our corporate governance practices and developing

the Board to meet the needs of our shareholders. The Governance Committee is composed of Ms. Sands, who is the

Chair, and Mr. Jackson. The composition of our Governance Committee meets the NYSE and SEC

independence requirements.

Nominating and Governance Committee

Meetings in 2025:

2025 Members:

Anita M. Sands (Chair)

Lawrence Jackson

Independent

Each member is

independent.

Principal responsibilities:

•develop and recommend policies regarding the director nomination processes;

•determine the desired qualifications, expertise and characteristics of Board

members, with the goal of developing an experienced and highly qualified Board;

•identify and recruit qualified candidates for Board membership to fill new or vacant

positions on the Board, consistent with criteria approved by the Board;

•consider nominations properly submitted by our shareholders in accordance with

procedures set forth in our Bylaws or determined by the Governance Committee;

•recommend to the Board for selection all nominees to become members of the

Board by appointment or to be proposed by the Board for election by

our shareholders;

•oversee the Company's human-centric AI governance guidelines and other

AI policies;

•oversee shareholder engagement, including procedures for shareholder

communications with members of the Board and reviewing shareholder proposals;

•oversee and review with management at least annually our major corporate

sustainability activities, programs and public disclosures, including in light of any

feedback received from shareholders;

•develop and recommend to the Board the Code of Ethics for employees and

directors and consider waivers of such codes for executive officers and directors;

•oversee political contributions and industry association memberships as provided

under the Company’s Policy on Corporate Political Contributions and

Industry Associations;

•review, assess and consider evolving corporate governance best practices and

develop and maintain a set of corporate governance guidelines that may be

recommended to the Board for approval or modification, as appropriate;

•consider and make recommendations to the Board regarding the Board’s leadership

structure; and

•oversee the evaluation of the Board on an annual basis and, if appropriate, make

recommendations to the Board for improvements in the Board’s operations,

committee member qualifications, committee member appointment and removal,

and committee structure and operations.

Copies of the committee charters are available, without charge, upon request in writing to ServiceNow, Inc., 2225 Lawson

Lane, Santa Clara, California 95054, Attn: Chief Legal Officer or online at investors.servicenow.com.


30

BOARD AND CORPORATE GOVERNANCE MATTERS

Board’s Role in Corporate Oversight

The Board oversees, counsels and directs management in the long-term interests of the Company and our shareholders.

Key areas of Board oversight include:


	Strategy			Risk			Governance			Human Capital

Strategic Oversight

The Board actively oversees ServiceNow’s long-term business strategy and strategic priorities, helping to maintain

alignment with the Company’s core values and long-term shareholder value. Through close collaboration with senior

management, the Board regularly reviews key business areas, including strategic and operational priorities, the

competitive landscape, market challenges, economic trends and regulatory developments. The Board provides oversight

and guidance to management to maintain effective execution of business strategies that adapt to evolving market

conditions, including in the following ways:


	Participates in an annual strategy offsite			Reviews and approves annually the ServiceNow operating plan			Examines quarterly strategic and financial updates			Engages regularly with senior management on critical business matters that tie to our overall strategy

Risk Oversight

The Board is responsible for overseeing our risk management program. The Board administers this oversight function

both directly and through its standing Board committees. At least annually, the Board reviews with management the

enterprise risk profile of the Company, noting the highest areas of risk and the controls in place to mitigate those risks on

an enterprise-wide basis. Risks are assessed and prioritized according to the level of risk that persists after accounting for

mitigating factors in place to reduce the risk.

The Board believes that the most significant risks the Company faces are properly overseen by the full Board and, as

appropriate, one or more of its standing committees, and, therefore, the Board has not established a stand-alone risk

committee. The Board and its committees have full access to management and the ability to engage advisors as needed.


2026 PROXY STATEMENT	31

BOARD AND CORPORATE GOVERNANCE MATTERS

The risks noted below do not represent a complete list of every enterprise risk that is from time to time considered by the

Board and its committees. For more information on risks that affect our business, please refer to our most recent Annual

Report on Form 10-K and other filings we make with the SEC.



Board of Directors


Executes its oversight responsibilities through its review of the Company’s annual enterprise risk assessment; delegation of specific oversight duties to the Board committees; periodic briefings and informational sessions from management; and periodic briefings and information sessions from outside experts on specific areas of risk including, among others, risk associated with cybersecurity and AI.




Audit Committee	Leadership Development and Compensation Committee	Nominating and Governance Committee


Oversees enterprise risk management, internal audit function, cybersecurity program, and controls over financial reporting, as well as reviews financial statements, monitors compliance with laws and regulations, and reviews processes, procedures and validation surrounding corporate sustainability disclosures.	Oversees overall compensation strategy, compliance with compensation regulatory requirements and assesses human capital management risks.	Oversees Board refreshment and leadership structure, effectiveness of our governance framework, compliance with Code of Ethics and annual Board evaluation, as well as oversees and regularly reviews corporate sustainability activities, programs, risks and related SEC reporting disclosures, and political contributions and industry association memberships.




Management


Responsible for maintaining a strong risk management culture, for managing and overseeing risk identification and risk controls, and for mapping risks to Company strategy and periodically updating the Board on progress of its risk oversight activities. Management conducts a comprehensive risk assessment at least annually in which it identifies the most significant existing risks, as well as new and emerging risks, and the controls in place to mitigate those risks, and it reports this information to the Board at least annually. In addition, management supports its risk management responsibilities through, among other means, management committees such as the Data Ethics Council and Risk and Compliance Steering Committee.


32

BOARD AND CORPORATE GOVERNANCE MATTERS

Select Oversight Areas




	Enterprise Risk Management	The Audit Committee reviews overall risk exposures as presented to the full Board, considers input from external advisors to assess and oversee identification and management of risks, and reviews allocation of responsibilities between the Board and management. In addition, the Audit Committee, at least twice a year, discusses with management risks and steps management has taken to monitor, control and mitigate exposures. The Audit Committee also reviews periodic and/or annual reports on a quarterly basis to assess whether they include comprehensive disclosure of risk factors, known trends and uncertainties.




	Internal Audit	The Audit Committee oversees the internal audit function, receiving quarterly status reports and annual internal plan reviews, and on a regular basis, meets separately with the head of the internal audit function to discuss any issues warranting additional attention.




	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.”




	Sustainability	The Board oversees our corporate sustainability strategy developed and implemented by our senior leadership team. The Governance Committee reviews and discusses with management the Company’s corporate sustainability program, initiatives and progress against goals at least annually. In addition, the Audit Committee reviews and discusses with management at least annually risks related to corporate sustainability, the regulatory environment and associated reporting requirements, as well as the controls and procedures supporting the Company’s corporate sustainability disclosures.




	Human Capital Management	The Compensation Committee annually reviews executive officer goals and objectives, including attrition levels, internal pay equity, and talent management and development, culture and employee engagement.


2026 PROXY STATEMENT	33

BOARD AND CORPORATE GOVERNANCE MATTERS

Cybersecurity Oversight

The Board, in coordination with the Audit Committee, oversees cybersecurity risk management. They receive regular

reports from management about the prevention, detection, mitigation and remediation of material information security

risks, including cybersecurity incidents and vulnerabilities. Our Audit Committee is responsible for overseeing our

cybersecurity program and receives regular updates from management on cybersecurity risk resulting from risk

assessments, progress of risk reduction initiatives, third-party compliance certifications, control maturity assessments, and

relevant ServiceNow, customer and industry cybersecurity incidents. The Company’s security framework is aligned with

the International Organization for Standardization 27001 Series (an internationally recognized standard for information

security management systems) or a substantially equivalent standard.




	Cybersecurity Governance Highlights	•To enhance cybersecurity awareness, we provide employees with annual privacy and security training on detecting and responding to cybersecurity threats. •We also engage consultants and external auditors for regular assessments of our cybersecurity policies, standards, processes and practices, including information security maturity assessments, audits and independent reviews of our control environment. •Our dedicated Security Steering Committee meets periodically to review security performance metrics, identify risks and assess the progress of approved security enhancements. The committee also makes recommendations on security policies and procedures, security service requirements and risk mitigation strategies to support alignment across the Company.


34

BOARD AND CORPORATE GOVERNANCE MATTERS

AI Governance Oversight

The Board, in coordination with the Audit Committee and Governance Committee, is responsible for overseeing

ServiceNow’s AI Governance program, which focuses on the responsible development and use of AI in our products and

services and in third-party technologies we use internally. In fulfilling this oversight role, the Board regularly reviews and

discusses AI-related matters and receives educational materials on relevant AI topics. The Audit Committee regularly

conducts in-depth reviews of AI governance matters, including product development practices and compliance

requirements, and the Governance Committee oversees AI policies and governance frameworks. Members of the Board

also participate in the company-wide AI assessment and education program offered to employees that covers AI

governance and attend AI and technology-focused conferences and programs designed for directors.

The AI governance framework overseen by the Board is built on transparency, compliance and ethical AI principles,

supported by comprehensive policies, standard operating procedures and training programs. Our AI policies and

guidelines set clear governance standards informed by key regulations and frameworks, while our standard operating

procedures are designed to help ensure consistency, compliance and ethical AI use across operations. We provide

internal governance resources to guide teams in implementing AI best practices and customer-facing materials to

transparently communicate our AI governance approach. Additionally, our Responsible AI training is designed to equip

employees with the knowledge needed to develop, deploy, and use AI ethically and in alignment with our governance

standards. Through these initiatives, we maintain a strong governance framework that drives responsible AI innovation

and accountability.




	AI Governance Highlights	AI Governance Structure


•We have a comprehensive set of AI governance policies and standard operating procedures, including an Enterprise Artificial Intelligence Governance Policy that provides for effective AI governance through executive sponsorship and oversight by a steering committee composed of executive leadership, overseeing product and development operations, including risk management across the product lifecycle, promoting accountability and governance, and engaging with experts and the AI community to continually refine governance frameworks and best practices. •We maintain cross-functional AI workstreams composed of representatives from legal, product, risk, data governance, AI research, user experience and engineering, serving as the central hub for AI governance, driving strategic planning and cross- functional collaboration. •We have published a set of AI guidelines informed by key regulations and frameworks, including the European Union AI Act and National Institute of Standards and Technology AI Risk Management Framework. These guidelines outline our commitment to developing human-centered, transparent and accountable AI products while promoting responsible practices.		Board of Directors
		Audit Committee	Governance Committee
		Executive Sponsorship
		Steering Committee
		Core Leadership & AI Workstreams


2026 PROXY STATEMENT	35

BOARD AND CORPORATE GOVERNANCE MATTERS

Director Engagement

Board and Committee Meetings and Attendance

The Board meets periodically during the year to review significant developments affecting us and to act on matters

requiring Board approval. Directors are invited and encouraged to attend our shareholder meetings. Eight of our then-

serving directors attended our 2025 Annual Meeting.



Number of Committee Meetings in 2025


	4 Audit	5 Leadership Development and Compensation	4 Nominating and Governance

In 2025, there were a total of seven Board meetings. Except for Mr. Chadwick, each current member of the Board

participated in at least 75% of the aggregate of all meetings of the Board and of the committees on which such member

served during the period the director served as a Board member in 2025.

Executive Sessions of the Board

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and

honest discussion. Our Lead Independent Director presides at these meetings.

Director Orientation and Continuing Education

Our directors are expected to stay informed on issues affecting ServiceNow, our industry, and their general responsibilities

as directors. The Board encourages directors to participate annually in continuing education programs, which are offered

through Board meetings, discussions, and dedicated information sessions outside of meetings. New directors participate

in orientation programs to familiarize themselves with our business, strategy and policies, helping them deepen their

understanding of our business and our industry and maximize their contributions to the Board. Additionally, directors have

access to further orientation and educational opportunities when assuming new or expanded roles on the Board or its

committees. The Company’s management and the Board have also created educational opportunities focused on the

Company’s business and relevant issues to facilitate a more detailed understanding of the issues the Company faces.


36

BOARD AND CORPORATE GOVERNANCE MATTERS

Board and Committee Evaluations

Each year, the Governance Committee leads the Board’s annual evaluation of Board performance to assess whether the

Board, its committees and individual directors are working effectively, and to provide an opportunity to reflect upon and

improve processes and effectiveness. The evaluation process encourages candid feedback on the Board’s performance,

both as a whole and at the committee and individual director levels. Directors provide input through anonymous

assessments, which may be conducted via written or oral questionnaires facilitated internally or by an external advisor.

The findings are then reviewed in Board and committee discussions, with any necessary actions identified and

implemented in collaboration with management.


1	2
1	2	Certain Topics Covered In 2025 •Board and committee structure and composition •Skills and qualifications of individual directors •Board dynamics and culture •Board and management roles and communication •Succession planning and retention of key personnel

Determine Self- Evaluation Format The self-evaluation may be in the form of written or oral questionnaires administered by Board members, management or third parties.	Evaluation The evaluations solicit anonymous input from directors on the performance and effectiveness of the Board, its committees, and individual directors.


	4	3
Certain Actions Taken •Evolve succession planning and retention strategies for key personnel •Streamline Board and management communication process •Enhance flow of meetings •Evaluate skill sets represented on the Board	4	3

	Feedback Incorporated and, where appropriate, addressed with management.	Summary, Review and Discussion Input received from the formal self-evaluation is discussed during Board and committee meetings and, where appropriate, addressed with management.


2026 PROXY STATEMENT	37

BOARD AND CORPORATE GOVERNANCE MATTERS

Succession Planning

CEO and Management Succession Planning

Succession planning for our CEO and other executive officers is a key part of the Board’s annual review of human capital

management. While we believe we have the right management team in place for now and the future, we also believe it is

important to always be developing the next generation of leaders for the Company. For that reason, each year the Board,

working with our CEO and Chief People Officer, undertake a thorough review of the succession plans for each of our

executive officers. For each position, the Board considers whether there is a potential successor who could immediately

step into a role, whether there is an individual who could develop into the role or whether the Company would have to look

to outside talent for a successor. For the individuals identified as successors, the Company creates a development plan to

help the person grow as a leader over time. The Board and management strive to create growth opportunities for those

individuals both to continue their development as leaders and to promote retention. The Company’s executive

management undertakes a similar succession planning exercise for their own direct reports.

Additionally, in the event of an emergency or the retirement of a member of the Company’s senior management, the

independent directors, in consultation with the CEO, assess management needs and evaluate the abilities of potential

successors to maintain leadership continuity.

Board Refreshment and Leadership Structure

The Board is committed to maintaining strategic alignment and effective oversight by taking steps to ensure its

composition, leadership and succession planning support the Company’s long-term success. The Board regularly

evaluates its size and composition, balancing fresh perspectives with institutional knowledge while considering tenure,

leadership transitions, and Board skills in light of the needs of the Board at the time, among other considerations. The

Board also periodically rotates committee chairs and membership and regularly assesses its leadership structure,

including the roles of the Chairman, Lead Independent Director, and committee leadership, to strengthen governance and

oversight. Through these efforts, the Board remains dynamic, strategically focused, and well-positioned to guide the

Company forward.


38

BOARD AND CORPORATE GOVERNANCE MATTERS

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, Susan L.

Bostrom, and Global People, Investor Relations and Legal teams. In connection with our 2025 Annual Meeting and

through early 2026, we undertook significant engagement and, in some instances, met multiple times with the same

investors. Our Compensation Committee Chair participated in a portion of these meetings.

Full-Year

Shareholder

Engagement

We contacted

56%

of our

outstanding shares

We engaged

43%

of our

outstanding shares

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



			Summer Assess Annual Meeting results to determine next steps, and prioritize post Annual Meeting shareholder engagement focus areas	Fall/Winter •Hold off-season shareholder engagement to solicit feedback and report to the Board, Compensation Committee and Governance Committee •Incorporate input from shareholder meetings into Annual Meeting planning



			Spring •Publish our Proxy Statement and Annual Report •Conduct our Annual Meeting shareholder engagement to seek feedback


2026 PROXY STATEMENT	39

BOARD AND CORPORATE GOVERNANCE MATTERS

What We Heard During Shareholder Engagement

During our recent conversations with shareholders, we gained meaningful perspectives on the issues they prioritize.

These conversations reinforce the importance of maintaining an open dialogue with shareholders to better understand

their priorities as we work to drive long-term value.



What We Heard During Engagement			Our Perspective/How We Responded


Strategy •AI and M&A strategy and oversight. Questions regarding our AI and M&A strategy, including the Board’s oversight, and how we intend to advance our competitive position			•AI: We discussed the Board and its committees’ oversight of AI, as well as our management committees, such as our AI Steering Committee and have provided additional information on our Board’s approach to AI oversight in this Proxy Statement. We also provided an overview of our AI strategy, emphasizing how we leverage AI responsibly to drive innovation, enhance efficiency and strengthen our competitive position. •M&A: We discussed the Board’s oversight role in M&A, our disciplined M&A strategy and the rationale for recently announced acquisitions.


Corporate Governance •Board refreshment. Questions regarding potential refreshment and skills/areas for refreshment			•We discussed our ongoing evaluation of Board candidates to support our strategy, emphasizing the importance of having the right skills and expertise on the Board to advance and oversee Company strategy.


Executive Compensation •Compensation design. Generally pleased with program changes that were fully implemented in 2025, which were viewed as significant and responsive to shareholder feedback			•We discussed shareholders’ general satisfaction with the Company’s executive compensation program, including recent enhancements to our compensation program, and their consistently positive feedback on the quality of our disclosures. •See Compensation Discussion and Analysis— Executive Summary for additional information about responsive changes to our executive compensation program.


Culture and Talent •Employee Engagement. Questions about our employee engagement and how we measure engagement as well as our ability to attract and retain employees •Succession Planning. Questions about leadership succession planning and development of potential successors			•We provided insights into our approach to measuring employee engagement through our annual employee voice survey and highlighted our commitment to fostering a strong workplace culture. •See —Succession Planning for additional information about CEO and management succession planning.


40

BOARD AND CORPORATE GOVERNANCE MATTERS

Other Governance Policies

and Practices

Transactions with Related Parties

Review and Approval of Related Party Transactions

We have a written Related Party Transactions Policy that requires review and approval of all relationships and

transactions exceeding $120,000 in which the Company is a participant and in which a “related person” (including any

director, director nominee, executive officer or greater than 5% beneficial owner of our common stock or any immediate

family member of the foregoing) has a direct or indirect material interest. In determining whether to approve or ratify such

transactions, our Audit Committee considers the relevant and available facts and circumstances, including, for example,

the extent of the related person’s interest in the transaction, the material facts of the transaction, the aggregate value of

such transaction and whether the transaction is on terms no less favorable than those generally available to an unaffiliated

third-party under the same or similar circumstances.

Related Party Transactions. The Company engaged Jeff Miller, a former director, to serve as Chancellor Emeritus of

ServiceNow University for one year in exchange for $365,000 in cash compensation. ServiceNow University is our free

learning hub, open to organizations and individuals throughout the ServiceNow ecosystem, that provides professional

development tools and resources to strengthen technical AI skills, industry knowledge and leadership capabilities.

The daughter of our executive officer, Mr. Fipps, accepted an offer of employment with the Company to start later this

year. Her annual compensation, which will exceed $120,000, is commensurate with the compensation of her peers and

has been established in accordance with the Company’s compensation practices applicable to employees with equivalent

qualifications, experience and responsibilities.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification

agreements and our Bylaws require us to indemnify our directors to the fullest extent permitted by Delaware law. Subject

to certain limitations, our indemnification agreements and Bylaws also require us to advance certain expenses incurred by

our directors and officers.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence

standards, board committee structure and functions, orientation of new directors, continuing education for directors, Board

and director candidates’ skills and perspectives and other policies for the governance of the Company. Our Corporate

Governance Guidelines are available in the Investor Relations section of our website under the link to “Governance –

Corporate Governance” under the section titled “Governance Resources,” which can be found at

investors.servicenow.com. The Corporate Governance Guidelines are reviewed at least annually by our Governance

Committee, and changes are recommended to the Board.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our executive officers, employees and directors. Our Code of

Ethics is posted in the Investor Relations section of our website under the link to “Governance – Corporate Governance”

under the section titled “Governance Resources,” which can be found at investors.servicenow.com. Any amendments or

waivers of our Code of Ethics pertaining to a director or one of our executive officers will be disclosed on our website at

the above-referenced address. The Code of Ethics is reviewed at least annually by our Governance Committee, and any

changes are recommended to and, if appropriate, approved by the Board.


42

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:

Annual Cash and Equity Mix

Cash Retainers

Our non-employee directors receive annual cash

retainers for their service on the Board and its

committees. The Lead Independent Director receives

an additional annual cash retainer for his or her

service. The table to the right includes the annual

cash retainers for 2025. All retainers are paid in

quarterly installments based on service during the

prior quarter. Compared with 2024, the only

Committee Annual Retainer increase was the Audit

Committee member annual retainer, which increased

from $15,000 to $20,000. No other changes to annual

retainers were made.


Board Service Annual Payments
Annual Retainer			$40,000
Lead Independent Director Retainer		$50,000

Committee Annual Retainers	Chair		Member
Audit		$40,000	$20,000
Compensation		$25,000	$15,000
Governance		$20,000	$10,000


2026 PROXY STATEMENT	43

DIRECTOR COMPENSATION

Equity Awards

Each year on the date of our annual meeting, each continuing non-employee director is granted a restricted stock unit

(“RSU”) award. Directors were granted an annual RSU award on May 22, 2025, the date of our Annual Meeting, with a

target aggregate grant date fair value of $325,000 based on the fair market value of our common stock on the date of

grant. Each such annual RSU award will vest in full on the earlier of the first anniversary of the grant date or the date of

the Company’s subsequent annual meeting, so long as such director continues to provide services to us through such

date. If a director’s service ends on the vesting date, then the vesting shall be deemed to have occurred.

Newly-elected or -appointed non-employee directors are granted an RSU award with an aggregate target grant date fair

value of $325,000 or a pro-rated initial RSU award based on the number of months served until our next annual meeting

in the event such director joins the Board other than at the annual meeting, immediately aligning director and shareholder

interests. Such initial RSU awards vest in full on the date of our next annual meeting, so long as such director continues to

provide services to us through such date.

No non-employee director who is a former employee of the Company will receive an initial RSU award or an annual RSU

award if that former employee director is still vesting in equity awards granted for prior service as a Company employee.

All equity awards granted to non-employee directors accelerate and vest in full in the event of a change in control of the

Company. In addition to the awards provided for above, non-employee directors are eligible to receive discretionary equity

awards; however, no such discretionary equity awards were granted in 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.


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

(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

Corporate Sustainability

Technology is at the core of everything we do, driving innovation and shaping the future of work. ServiceNow is united by

a shared belief in the transformative power of technology. Guided by our purpose to “make the world work better for

everyone,” we remain committed to building the Defining AI Enterprise Software Company of the 21st Century. As we

pursue this vision, we are dedicated to sustaining our planet, creating access to opportunity and upholding integrity in

everything we do.

Sustaining Our Planet

Our environmental sustainability commitments — including 100% renewable electricity, carbon neutral cloud for our

customers and near-term science-based targets approved by the Science Based Targets initiative (“SBTi”) — reflect our

conviction that responsible resource management strengthens our long-term operating model. Details and progress of our

climate commitments, governance, strategies and climate-related risks and opportunities are included in our annual

corporate sustainability report and climate transition plan.

Environmental Sustainability and AI

AI’s growth demands responsible energy and water management. ServiceNow is addressing this challenge by optimizing

GPU efficiency, advancing cooling innovations and prioritizing renewable energy. Through data center partnerships, staff

training and climate risk assessments, we embed sustainability at every level. Our approach focuses on running efficient

large language models on the ServiceNow AI Platform, empowering customers with AI-driven workflows while

minimizing environmental impact. By designing AI responsibly, we help technology drive progress—without

compromising sustainability.

Creating Access to Opportunity

Our recruiting efforts and talent development initiatives are designed to empower individuals and foster a culture of

inspiration and innovation. Attracting top talent, investing in learning and development, and engaging our workforce are

essential to building the Defining AI Enterprise Software Company of the 21st Century.

Workplace Insights: Engagement & Impact (as of December 31, 2025)

80%

Engagement on

Employee Voice

Survey(1)

1.6M

Job applicants

6.1%

Voluntary turnover

globally(2)

90%

Employees would

recommend

ServiceNow as a

great place to work

76K

Employee volunteer

hours

(1)Employee engagement is measured by the percent favorable response to five questions on our employee voice survey, which are focused on

employee motivation, pride, recommendation and present and future commitment.

(2)Voluntary turnover is benchmarked against the broader Software, SaaS and Technology Industry, where rates range from 7.3% - 8.7%.


2026 PROXY STATEMENT	45

CORPORATE SUSTAINABILITY

Acting with Integrity

Our governance programs underpin the effectiveness of our work by mitigating business risks and establishing a strong

foundation of trust - both internally and for our stakeholders. Also, our core values - Win as a Team, Create Belonging,

Wow Our Customers, and Stay Hungry and Humble - along with our ethical principles, reinforce our commitment to doing

the right thing for all our stakeholders.


Our ethical principles - Transparency, Responsibility, Understanding, Supervision, and Teamwork (TRUST) - form the core of our Code of Ethics, alongside our shared values and purpose.			We encourage employees to employ the Think, Act, and Prevent (TAP) strategy to help become “active bystanders” to intervene to stop unethical behavior before it becomes an issue.


We maintain a Speak Up program to confidentially raise ethical concerns without fear of retaliation.			We aim to develop and use AI responsibly, prioritizing a human-centered approach, transparency, integrity, and accountability.

Awards and Recognition




Fortune World’s Most Admired Companies(1)	Glassdoor Best Places to Work	Built In Best Places to Work(2)	World's Most Ethical Companies Honoree List

(2)Built In is a recruitment and employer reputation platform that annually recognizes U.S. companies for their culture, benefits and

compensation practices.


46

Executive Leadership

Unless otherwise noted, the following individuals are designated as executive officers of the Company, their ages and their

positions are shown below.



Name	Age	Position


William R. McDermott	64	Chairman and Chief Executive Officer


Gina Mastantuono	55	President and Chief Financial Officer


Amit Zavery	54	President, Chief Product Officer and Chief Operating Officer


Paul Fipps	53	President, Global Customer Operations


Jacqueline Canney	58	Chief People and AI Enablement Officer


Hossein Nowbar	58	President, Chief Legal Officer and Secretary

The Board appoints our executive officers, who then serve at the discretion of the Board. There is no family relationship

between any of the directors or executive officers and any other director or executive officer of ServiceNow.

For biographical information of our Chairman and Chief Executive Officer, Mr. McDermott, please refer to “Nomination

Process and Nominees—Director Nominees” above.



				Gina Mastantuono President and Chief Financial Officer In current role since: January 2025 With ServiceNow since: January 2020 Age: 55

Current Directorships: •Member of the board of directors of Roblox Corporation (NYSE: RBLX), an online platform company •Member of the board of directors of Gong.io Inc., a revenue intelligence platform company Education: •State University of New York at Albany, B.S. degree, Accounting and Business Administration				Experience: •President and Chief Financial Officer of ServiceNow, Inc. (January 2025–Present) •Chief Financial Officer of ServiceNow, Inc. (January 2020–January 2025) •Executive Vice President and Chief Financial Officer of Ingram Micro Inc., a provider of global technology and supply chain services (December 2016–January 2020) •Executive Vice President, Finance of Ingram Micro Inc. (April 2013– December 2016) •Senior Vice President, Chief Accounting Officer and International Chief Financial Officer of Revlon, Inc,. a cosmetics, skin care, fragrance and personal care company (June 2007–April 2013) •Various executive finance roles at InterActiveCorp., a media and internet company •Position in entrepreneurial services group at Ernst & Young


2026 PROXY STATEMENT	47

EXECUTIVE LEADERSHIP



				Amit Zavery President, Chief Product Officer and Chief Operating Officer In current role since: November 2024 With ServiceNow since: November 2024 Age: 54

Current Directorships: •Member of the board of directors of Broadridge Financial Solutions, Inc. (NYSE: BR), a financial technology company Education: •Carnegie Mellon University, M.S. degree, Information Networking •The University of Texas at Austin, B.S. degree, Electrical and Computer Engineering				Experience: •President, Chief Product Officer and Chief Operating Officer of ServiceNow, Inc. (November 2024–Present) •Vice President and General Manager and Head of Platform of Google Cloud of Google LLC (March 2019–November 2024) •Executive Vice President and corporate officer of Oracle Cloud Infrastructure and Middleware products •Numerous leadership roles at Oracle Corporation over 24 years, most recently as Executive Vice President and Corporate Officer of Oracle Cloud Infrastructure and Middleware products (1994-2019)



				Paul Fipps President, Global Customer Operations In current role since: April 2025 With ServiceNow since: March 2021 Age: 53

Current Directorships: •Member of the board of directors of NetApp, Inc. (NASDAQ: NTAP), a provider of cloud data services Education: •University of Baltimore, B.S., Information Systems, and MBA •Graduate of The Wharton School's Advanced Management Program				Experience: •Executive Vice President of Worldwide Sales of ServiceNow, Inc. (January 2025– April 2025) •President of Global Industries and Strategic Growth of ServiceNow, Inc. (January 2024–January 2025) •President of Strategic Accounts of ServiceNow, Inc. (October 2022–January 2024) •Senior Vice President, Customer and Partner Excellence of ServiceNow, Inc. (March 2021–January 2024) •Numerous leadership roles at Under Armour, most recently as President UA Connected Fitness and Chief Experience Officer (2014–2020) •U.S. Army (1991–1994)


48

EXECUTIVE LEADERSHIP



				Jacqueline Canney Chief People and AI Enablement Officer In current role since: January 2025 With ServiceNow since: July 2021 Age: 58

Other Leadership Experience and Service: •Member of the board of directors of Wonder Group, Inc., a food delivery tech company •Member of the board of directors of Project Healthy Minds, a nonprofit •Board of Trustees, Boston College Education: •Boston College, B.S., Accounting				Experience: •Chief People and AI Enablement Officer of ServiceNow, Inc. (January 2025–Present) •Chief People Officer of ServiceNow, Inc. (July 2021–January 2025) •Global Chief People Officer of WPP Group, a communications, experience, commerce and technology company (June 2019–July 2021) •Executive Vice President, Global People at Walmart Inc., a multinational retail corporation (August 2015–May 2019)



				Hossein Nowbar President, Chief Legal Officer and Secretary In current role with ServiceNow since: December 2025 Age: 58

Education: •University of Washington, B.A., Political Science •University of Washington School of Law, J.D.				Experience: •Chief Legal Officer and Corporate Vice President of Microsoft Corporation (2023–2025) •General Counsel, Corporate Legal Affairs and Corporate Secretary of Microsoft Corporation (2021–2023) •Corporate Vice President & Deputy General Counsel - Cloud + AI of Microsoft Corporation (2019–2021) •Vice President & Deputy General Counsel of Microsoft Corporation (2008–2019) •Associate General Counsel, Senior Attorney of Microsoft Corporation (1997–2008)


2026 PROXY STATEMENT	49

Proposal 2

Advisory Vote to Approve

Executive Compensation

(“Say on Pay”)


	The Board recommends a vote “FOR” this proposal.

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to approve the compensation of our NEOs

as disclosed in this Proxy Statement. We conduct a say on pay vote every year at the Annual Meeting. While the vote is

non-binding, the Board and the Compensation Committee consider the results of the say on pay vote as part of their

ongoing evaluation of our executive compensation program.

In considering their say on pay vote, we urge shareholders to carefully review the information on our compensation

policies and decisions presented in the “Compensation Discussion and Analysis,” as well as the discussion about the

Compensation Committee in the section above titled “Board and Corporate Governance Matters—Board Committees.”

Our goal for our executive compensation program is to attract, retain and motivate our NEOs who are critical to our

success. We seek to accomplish this goal in a way that rewards performance and is aligned with our shareholders’ long-

term interests. We believe our executive compensation program has been instrumental in helping us achieve our strong

financial performance.

Advisory Vote and Recommendation of the Board

We are asking the shareholders to indicate their support for the compensation of our NEOs as described in this Proxy

Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of

our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board requests

that the shareholders approve the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation

S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in

this Proxy Statement, is hereby approved.

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote

in deciding whether to take any action as a result of the vote and when making future compensation decisions regarding

named executive officers. The Compensation Committee and the Board value the opinions of our shareholders. Unless

the Board modifies its determination on the frequency of future say on pay advisory votes, the next say on pay advisory

vote will be held at our 2027 Annual Meeting.

Vote Required

The approval of this non-binding proposal requires the affirmative vote of the holders of a majority of the voting power of

the shares of common stock entitled to vote on the proposal that are present in person or represented by proxy at the

meeting and are voted “FOR” or “AGAINST” this proposal. Broker non-votes and abstentions will have no effect on the

outcome of the vote.

The Board recommends a vote ”FOR” this proposal.


50

Letter from the Leadership

Development and Compensation

Committee

A Message to Our Fellow Shareholders:

As the members of the Leadership Development and Compensation Committee of ServiceNow, we see it as our

responsibility to attract, retain and grow the talent we need to build the Defining AI Enterprise Software Company of the

21st Century. We are building this defining company in an unprecedented environment. AI and the broader technology

landscape are advancing more rapidly than at any point in history. The pace of AI innovation – and the expectations it

creates for enterprise software – shifts almost daily. To achieve success, our employees must be fluent in AI, dedicated to

understanding how our customers can use that technology to reinvent their businesses, and passionate about executing

that vision. Our employees must be grounded in our purpose – to make the world work better for everyone. And we

believe they must have visionary, driven leadership — stable in composition, consistent in execution, and built to perform

through periods of rapid change such as this.

We believe ServiceNow has created a culture uniquely postured to meet this environment. We are guided by our values:

to Wow our Customers; to Win as a Team; to Create Belonging; and to Stay Hungry and Humble. These values keep our

customers’ success at the center of all we do. With our values at our core, we will navigate a rapidly changing world of

technology and expectations. By focusing on our customers’ needs, our platform can become a core tool used by them to

reshape their business, whether their business is telecommunications, financial services, pharmaceuticals or government.

Serving our customers requires us to foster a culture of fierce innovation to create solutions to meet those needs and

relentless execution to deploy those solutions.

Our dedication to purpose and culture has led to outstanding performance. In 2025, we significantly grew both the top line

and the bottom line of our business. Our subscription revenues grew by over 21 percent to $12.9 billion. Our free cash

flow margin grew to 35 percent, generating over $4.6 billion in free cash flow that the Company can use to further invest in

the business.(1) We have invested that cash to further innovate and evolve our workflows to better meet the needs of our

customers’ growing demands, particularly in our AI powered products, and it shows. Our customers renew their

subscription contracts with us at a rate of 98 percent, as they have for seven years running, and we now have over 600

customers who spend more than $5 million per year with us. As we further innovate, embedding AI into the ServiceNow

Platform and all our workflows, we believe our growth will continue as we deliver greater value for customers across all

industries. In 2025, sales of our Now Assist product, our AI powered workflows, exceeded $600 million in annual contract

value and is on track to exceed $1 billion in 2026.

We are proud of these results. We also recognize that our stock price has not fully reflected this performance in recent

months, and we understand that some in the market have questions about the road ahead. While we take those questions

seriously, we remain confident in the strength of our business model. ServiceNow does not need to adapt to the AI era – it

was built for it. The fundamentals of our business are strong, the opportunity in front of us is large, and we believe that

today’s enterprises need exactly what we have built: a platform capable of orchestrating AI across the entire organization.

Our conviction is grounded not in optimism alone, but in two decades of deep customer relationships, institutional

knowledge of how work actually flows across complex organizations, and a platform architecture that enterprises already

trust to run their most critical processes. We believe that discipline and consistency of vision — not reaction to short-term

market sentiment — is what will continue to create long-term value for our shareholders.

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


2026 PROXY STATEMENT	51

LETTER FROM THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE

We believe that our executive team has played a unique role in shaping our purpose, our culture and our business. Our

executive team consists of experienced, savvy leaders who have a deep understanding of our business and our industry

and who understand the important connection between our culture and our performance. Our compensation programs

have allowed us to maintain stability among our high-performing executive ranks, despite an intensely competitive industry

where the demand for talent greatly exceeds the supply of qualified candidates and our executives are regularly recruited

by others willing to offer larger compensation packages.

This is especially true of our CEO. We believe Bill McDermott is uniquely positioned to lead our company through this

time of innovation — and we have made a deliberate decision to say so clearly. In late 2025, we agreed to an amendment

to his employment agreement pursuant to which he dedicated himself to supporting the company through 2030, whether

as CEO, co-CEO, Executive Chair or Non-Executive Chair, at the discretion of the Board. That decision was not made

casually. It reflects the Committee’s considered judgment that continuity of leadership — particularly this leader, at this

moment — is a strategic asset. We are confident that Mr. McDermott’s continued service will benefit the Company and

its shareholders.

As we invest in this team, we are conscious of the feedback from you, our shareholders. Over the years, we have actively

and regularly engaged with you, and by listening to you, we believe we have created a compensation program that serves

to attract and retain the best talent while responsibly promoting shareholder interests. In 2025, you supported our

executive compensation program with a vote of 89 percent support, and we hope that our program continues to earn

your endorsement.

We remain committed to competitive compensation because we believe in this team — and this team has performed.

Since Mr. McDermott began as our CEO, our stock performance has significantly outperformed our peer group and the

S&P 500. We attribute that success to the commitment of our executive team to a culture of purpose, innovation and

execution. The same conviction that has driven that outperformance guides our compensation decisions today. We have

accomplished much, and we remain excited — and clear-eyed — about this next phase of building the Defining AI

Enterprise Software Company of the 21st Century.

Thank you for your investment, your engagement and your lasting commitment to the success of ServiceNow.

Sincerely,




Susan L. Bostrom (Chair)	Paul E. Chamberlain	Anita M. Sands


2026 PROXY STATEMENT	53

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

2025 Financial 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

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.


54

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

Our executive compensation program is built on our core philosophy of aligning pay with Company performance and

motivating the achievement of our strategic and financial goals. We believe this philosophy incentivizes value creation for our

shareholders. To drive this value creation, we must attract, retain and motivate top talent in a highly competitive market. Our

continued success has made our employees, including our executives, more attractive as candidates for employment with

other leading companies. As such, we design our compensation program to achieve the following 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

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 Results. 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.
89% Approval on Say on Pay


			Shareholder Engagement. The Board and Compensation Committee value shareholder feedback on our compensation program and continued comprehensive engagement efforts following our 2025 Annual Meeting. Under Ms. Bostrom’s leadership, we conducted a robust shareholder engagement initiative. Our engagement revealed broad shareholder support for the changes made to our executive compensation program in recent years, which shareholders viewed as significant and responsive to their prior feedback. For additional information on our shareholder engagement efforts, please see the discussion under the section titled “Board and Corporate Governance Matters— Shareholder Engagement.”

We contacted 56% of outstanding shares



We engaged 43% of outstanding shares


2026 PROXY STATEMENT	55

COMPENSATION DISCUSSION AND ANALYSIS

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 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

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.”


56

COMPENSATION DISCUSSION AND ANALYSIS

2025 Executive Compensation Highlights

CEO Compensation

The Board sets CEO compensation levels at the start of each year, in consultation with the Compensation Committee and

its independent compensation consultant. In determining the appropriate amount of each compensation element for 2025,

the Board considered Mr. McDermott’s outstanding performance and leadership, as well as the Company’s exceptional

financial results delivered in 2024. For 2025, the Board increased Mr. McDermott’s target compensation to the levels

outlined below, reflecting the first adjustment to his target compensation since 2023. These changes recognize

Mr. McDermott’s leadership across a significantly larger and more complex organization, his contributions to the

Company’s sustained financial performance and execution and his criticality in driving the Company’s future direction.

These adjustments also improve the competitiveness of Mr. McDermott’s target compensation relative to our peer

group and reflect the Board’s view that such alignment is essential to retaining top executive talent in an increasingly

dynamic market.


					Bill McDermott Chairman and Chief Executive Officer


			2025 Target Compensation*

			Base Salary:		$1.55 million

			Annual Cash Incentive:		$3.5 million

			Equity Award Value:		$40 million

* The chart above reflects the target compensation elements that the Compensation Committee approved for Mr. McDermott. A discussion of the

outcomes of the performance-based compensation elements of Mr. McDermott’s compensation is found in the sections “—Executive

Compensation Program—Annual Cash Incentive” and “—Executive Compensation Program—Long-Term Incentive Plan.”

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.

+$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.


58

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program

Overview of Key 2025 Compensation Elements

To execute our compensation philosophy, we carefully structure our executive compensation pay mix to retain, reward and

motivate our executives for the short-term and the long-term. The table below summarizes key elements of our 2025

executive compensation program.


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

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.


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.


2026 PROXY STATEMENT	59

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.

Base Salary

As part of the regular evaluation of our executive compensation program, the Compensation Committee reviewed the

base salaries of our executive officers, including our NEOs, and approved the adjustments outlined below, effective as of

March 1, 2025. In making its determination, the Compensation Committee considered competitive market data, the need

to retain an experienced leadership team, each person’s role and scope of responsibilities, experience, internal equity and

individual performance, among other factors. For additional information on the Compensation Committee’s determination

of Mr. McDermott’s 2025 base salary, see “—Executive Summary—2025 Executive Compensation Highlights.”


Named Executive Officer(1)	2024 Base Salary		2025 Base Salary
Mr. McDermott		$1,350,000		$1,550,000
Ms. Mastantuono		$850,000		$900,000
Mr. Zavery		$900,000		$900,000
Mr. Fipps(2)		—		$800,000
Ms. Canney		$700,000		$750,000

(1)The base salary rate for Mr. Smith was $766,842 and $900,000 for 2024 and 2025, respectively. Mr. Smith’s actual base salary earned in 2025

was pro-rated to reflect his departure in August 2025.

(2)Mr. Fipps’s 2025 base salary amount reflects his post-promotion base salary, as provided in his offer letter.


60

COMPENSATION DISCUSSION AND ANALYSIS

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.

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.

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.


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.

(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.


2026 PROXY STATEMENT	61

COMPENSATION DISCUSSION AND ANALYSIS

The achievement calculation for each financial performance metric under the annual cash incentive plan is detailed below:


	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%

The achievement results for each metric are then weighted at levels predetermined by the Compensation Committee to

promote execution against our growth plan and strategic corporate objectives. The following graphic sets forth the

annual cash incentive funding percentage based on the achievement level and weighting of each of the financial

performance metrics:


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

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%.

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.


	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)	=


62

COMPENSATION DISCUSSION AND ANALYSIS

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.”


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%

*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.


Named Executive Officer(1)	2025 Annual Cash Incentive Target(2)					2025 Actual Annual Cash Incentive Earned
Mr. McDermott		$3,487,500	x	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

(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.


2026 PROXY STATEMENT	63

COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Incentive Plan

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.


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

(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.

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.


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

2025 PRSUs

PRSUs are a key component of our executive compensation program. The 2025 PRSUs are designed to align executive

compensation with long-term growth and shareholder value. To ensure a clear link between pay and performance, non-

GAAP subscription revenues was selected as the primary performance metric, as it serves as a top-line metric that

reflects long-term customer satisfaction and sustainable revenue growth. In addition to revenue performance, the

Company’s total shareholder return relative to the S&P 500 Index (the “rTSR modifier”) serves as an additional

performance condition. The rTSR modifier provides an objective, market-based benchmark that further strengthens the

alignment between executive interests and shareholder interests.

2025 PRSU Calculation Methodology

The methodology for calculating the non-GAAP subscription revenues metric and the rTSR modifier is summarized below.


		Calculation

Non-GAAP Subscription Revenues		Full-year 2027 GAAP subscription revenues, excluding the impact of foreign exchange by applying the average foreign exchange rates in effect during December 2024.


rTSR		rTSR measures TSR performance relative to the S&P 500 index from the beginning of 2025 through the end of 2027.


64

COMPENSATION DISCUSSION AND ANALYSIS

2025 PRSU Performance Assessment

For the 2025 PRSUs, the Compensation Committee will assess actual 2027 non-GAAP subscription revenues against

pre-established targets to determine the number of PRSUs earned, subject to the rTSR modifier. If actual non-GAAP

subscription revenues fall below the minimum threshold, no PRSUs are earned, while performance exceeding the target

may result in an upward adjustment, subject to an overall cap of 200%. After actual non-GAAP subscription revenues

achievement is determined relative to pre-established targets, the rTSR modifier is applied to determine the final payout of

the PRSUs.

2025 Target PRSUs

The target number of PRSUs granted to each of our NEOs in 2025 represents the number of PRSUs that may be earned,

subject to achievement of performance criteria. The table below provides a breakdown of the target PRSUs for each NEO,

with final vesting outcomes dependent on performance achievement and applicable rTSR adjustment.


Named Executive Officer(1)	Target Value of PRSUs		Target Number of PRSUs(2)
Mr. McDermott		$24,000,000	112,930
Ms. Mastantuono		$9,000,000	42,350
Mr. Zavery(3)		$12,000,000	56,465
Ms. Canney		$5,700,000	26,825

(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.

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:


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

(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.


2026 PROXY STATEMENT	65

COMPENSATION DISCUSSION AND ANALYSIS

After actual non-GAAP subscription revenues achievement is determined (relative to the pre-established targets), the

rTSR modifier is applied to determine the total number of PRSUs that will be earned. The range of rTSR rankings and

resulting percentage adjustments are detailed below.


rTSR Ranking	% Adjustment(1)
≥ 80th Percentile	120%
55th Percentile	100%
≤ 40th Percentile	80%

(1)Performance between the rTSR percentiles is determined on a straight-line basis proportional to the extent to which the performance objective

is achieved.

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:


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

(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.


66

COMPENSATION DISCUSSION AND ANALYSIS

2024 PRSU First Tranche Performance Results

As a part of implementing the changes to our executive compensation program in response to the shareholder feedback

as outlined above in the section titled “—Executive Compensation Program—Executive Compensation Program Structure”

and to facilitate the transition to a three-year performance period, the Compensation Committee established a transitional

structure for the 2024 PRSUs, splitting those awards into two tranches:

•First Tranche. One-third of the 2024 PRSUs (the “First Tranche”) was determined based on our 2025 non-GAAP

subscription revenues and our rTSR performance for the two years ended December 31, 2025, and vested on

February 7, 2026.

•Second Tranche. The remaining two-thirds of the 2024 PRSUs (the “Second Tranche”) will be determined based on

2026 non-GAAP subscription revenues and our rTSR performance for the three years ended December 31, 2026, and

amounts earned will vest in February 2027.

Based on actual achievement of non-GAAP subscription revenues of $12.85 billion for the year ended December 31,

2025, the Compensation Committee determined that the Company achieved 119.7% of the 2025 non-GAAP subscription

revenues target, as reflected in the table below.


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

(1)Non-GAAP subscription revenues represent full-year 2025 GAAP subscription revenues, excluding the impact of foreign exchange by applying

the average foreign exchange rates in effect during December 2023.

(2)Pursuant to the terms of the 2024 PRSUs, achievement cannot exceed 200% of the target number of shares.

In addition, for the two-year period ended December 31, 2025, the Compensation Committee determined that the

Company’s TSR ranked at the 44th percentile against the TSR of companies comprising the S&P 500 index, resulting in an

rTSR modifier of 85.8% according to the schedule below.


rTSR Ranking(1)	% Adjustment
≥ 80th Percentile	120%
55th Percentile	100%	ç	85.8% rTSR Modifier
≤ 40th Percentile	80%	ç	85.8% rTSR Modifier

(1)Performance between the rTSR percentiles is determined on a straight-line basis proportional to the extent to which the performance objective

is achieved. Performance is calculated by comparing the Company’s average closing share price over the 20 trading days before

January 1, 2024 and the Company’s average closing share price over the 20 trading dates ending on December 31, 2025.

The following shows the number of shares that vested on February 7, 2026, for each NEO under the First Tranche of 2024

PRSU awards consistent with the achievement described above.


Named Executive Officer	First Tranche Target Number of PRSUs						First Tranche Vesting
Mr. McDermott	38,960	x	119.7% Achievement(1)	x	85.8% rTSR Modifier(1)	=	40,014
Ms. Mastantuono	17,530						18,005
Ms. Canney	11,685						12,001

(1)Results are rounded up to the nearest whole share.


2026 PROXY STATEMENT	67

COMPENSATION DISCUSSION AND ANALYSIS

2023 PRSU rTSR Performance Results

The final vesting of our 2023 PRSU awards granted to our NEOs was determined based on the Company’s three-year

rTSR ranking at the 85th percentile against the TSR of companies comprising the S&P 500 index for the three years

ended December 31, 2025, resulting in an rTSR modifier of 120% according to the schedule below.


rTSR Ranking(1)	% Adjustment		120% rTSR Modifier
≥ 80th Percentile	120%	ç	120% rTSR Modifier
55th Percentile	100%
≤ 40th Percentile	80%

(1)Performance between the rTSR percentiles is determined on a straight-line basis proportional to the extent to which the performance objective

is achieved. Performance is calculated by comparing the Company’s average closing share price over the 20 trading days before

January 1, 2023, and the Company’s average closing share price over the 20 trading dates ending on December 31, 2025.

As a result, the number of shares initially determined as eligible to vest based on the Company's achievement of the

NNACV and free cash flow margin targets for 2023 was adjusted by the rTSR modifier of 120%, as shown below for

each NEO.


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	289,650	x	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

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.

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


2026 PROXY STATEMENT	69

COMPENSATION DISCUSSION AND ANALYSIS

2021 PSO Award Status

As disclosed previously, in 2021, our NEOs who were employed by the Company at

the time received 100% performance-based stock option awards (the “2021 PSO

Awards”). The 2021 PSO Awards will vest only if rigorous performance targets are

met over an approximately five-year performance period running from October 29,

2021 to and including September 30, 2026.

The 2021 PSO Awards are divided into eight tranches and can be earned only upon

both meeting subscription revenues targets even more rigorous than our aggressive

long-term financial plan and achieving considerable stock price appreciation. Our

leadership team has met the first five tranches of subscription revenues targets

(with subscription revenues targets achieved for tranches 1, 2 and 3 in 2023,

tranche 4 in 2024, and tranche 5 in 2025) and the first four tranches of stock price

targets (with stock price targets achieved for tranches 1, 2 and 3 in 2024 and

tranche 4 in 2025), such that the first three tranches of the 2021 PSO Awards

vested in 2024 and the fourth tranche vested in 2025.



	In light of the PSO Awards’ intentional, rigorous, double-hurdle design, significant revenue growth and stock price appreciation is required to fully earn the awards. No new one-time equity awards have been granted to any NEO holding a 2021 PSO Award.

Shareholder

value

creation

Exceeding this stock

price would

result in over

$150 billion(1)

of incremental

shareholder value

creation since the

grant date of the

2021 PSO Awards.



Metrics met

Tranches	Subscription Revenues	Stock Price(2)

1	$6.1B	$145
2	$7.1B	$161
3	$8.3B	$178
4	$9.7B	$198
5	$11.3B	*

* Metric not yet met

Subscription

revenues

Must exceed

long-term financial

plan of

$15 billion

in a consecutive

four-quarter period.

Stock price

Must exceed

$290.40 per share,(1)

significantly above a

starting point of under

$140 per share,

and sustain the

average target price

for a consecutive

six months.

The following table outlines the number of shares subject to the 2021 PSO Awards that have vested for each of our

currently-employed NEOs as of December 31, 2025, as adjusted for the Stock Split. Any shares acquired upon exercise

(except to satisfy a cashless exercise) must be held by each NEO through the end of the five-year performance period.


Named Executive Officer(3)	Options Vested
Mr. McDermott	1,387,680
Ms. Mastantuono	156,620
Ms. Canney	78,300

(1)For the 2021 PSO Awards to be fully earned and create an incremental $150+ billion of shareholder value, the Company’s common

stock price per share will need to exceed $290.40 relative to the closing price on the CEO PSO grant date of $139.55 per share and

taking into account the approximately 995 million shares of the Company’s common stock outstanding as of September 30, 2021.

Information in this footnote has been adjusted for the Stock Split.

(2)Stock price targets have been adjusted to reflect the Stock Split.

(3)Mr. Zavery joined the Company in October 2024 and did not receive 2021 PSO Awards. Mr. Fipps was not an executive officer in

2021 and was not eligible to receive 2021 PSO Awards. Mr. Smith forfeited all of his unvested 2021 PSO Awards in connection with

his departure.


70

COMPENSATION DISCUSSION AND ANALYSIS

Executive Perquisites and Other Benefits

Perquisites and Other Personal Benefits

We provide perquisites and other personal benefits to our NEOs to support them in performing their management

responsibilities and to enhance our ability to attract and retain highly qualified executives. These perquisites generally

include financial planning, relocation assistance when applicable (including tax reimbursements), personal use of

Company tickets for entertainment when they are not needed for business purposes and do not result in incremental costs

to the Company, home and personal security, access to chartered aircraft for business travel and executive healthcare

benefits. Our CEO also receives long-term disability insurance as well as a company car, driver and related security for

business and personal travel.

Security Programs

The safety and security of our CEO and other NEOs is critical to our business operations, investor confidence and

employee productivity. Accordingly, the Company offers reasonable security measures tailored to the nature of their roles

and the associated risks.

We engaged an independent security firm to conduct comprehensive security assessments for both our CEO and CFO.

The firm evaluated risks specific to each role and provided recommendations on measures to enhance their safety. Based

on the firm’s findings and recommendations, the Company implemented an overall security program tailored to our CEO’s

role, incorporating measures designed to mitigate potential threats. This program includes security protocols and

safeguards informed by the assessment, with specific measures made available as necessary. Similarly, the Company

established a security program for our CFO, addressing the responsibilities and exposure associated with her role. These

measures were also based on the firm’s assessment and designed to support her safety in the course of performing her

duties or in other circumstances when recommended by Company security. Additionally, we offer security assessments to

and cover residential security measures, including annual maintenance costs, for each of the other NEOs.

The Compensation Committee believes that the costs associated with both security programs have been and continue to

be reasonable, beneficial to the Company and necessary and appropriate business expenses given the current security

risk environment for senior public company executives. While these programs were implemented for business reasons,

certain components, such as residential security measures and security provided during personal activities, may be

viewed as conveying a personal benefit. Accordingly, costs attributed to such personal benefits are reported in the “All

Other Compensation” column of the Summary Compensation Table.

Chartered Aircraft

Our NEOs are permitted to travel on a chartered aircraft to facilitate business travel. The Company has adopted a

Chartered Air Travel Policy that requires annual reporting to the Compensation Committee to ensure transparency and

appropriate oversight. Under this policy, our CEO is encouraged to use chartered aircraft for personal travel. Other NEOs

may use chartered aircraft for personal travel without being required to reimburse the Company for the incremental costs

only in connection with a flight that is otherwise for a business purpose. On occasion, guests of our NEOs may

accompany them on chartered flights at de minimis incremental cost to the Company. The cost of personal travel not

reimbursed by an NEO is, to the extent applicable, reported as compensation in the “All Other Compensation” column of

the Summary Compensation Table.

We may provide additional benefits in limited circumstances when the Compensation Committee determines it is

appropriate and beneficial to the Company’s business. This may include assistance to executive officers in the

performance of their duties, measures to enhance the efficiency and effectiveness of our executive team, or perquisites

offered for recruitment, motivation, or retention purposes. The perquisites and other personal benefits we provided to

each NEO during 2025 are described in the footnotes to the “All Other Compensation” column of the Summary

Compensation Table.

Retirement Plans and Other Employee Benefits

We have established a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as

amended (the “Code”) for all our U.S. employees, including executive officers, who meet certain age and length of service

eligibility requirements. In 2025, we matched 50% of an employee’s 401(k) salary deferrals, up to a maximum of 6% of an

employee’s eligible earnings or until they reach their respective IRS limit.

In addition, we provide other benefits to our executive officers on the same basis as all of our full-time employees.

These benefits include health, dental and vision coverage, health and dependent care flexible spending accounts,

short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life

insurance coverage.

We design and regularly review and adjust our employee benefits programs to be compliant with applicable laws and

practices and to be competitive in each local market to attract and retain top talent.


2026 PROXY STATEMENT	71

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Policies and Practices

Compensation Timeline and Process

Our Compensation Committee makes decisions regarding our executive compensation program through a robust annual

review cycle. This process includes designing, implementing and approving the program, as well as determining incentive

payouts, based on an evaluation of Company and individual performance. The timing of when these decisions occur

provides important context on the structure and design of our executive compensation.


January - June	June - December	December - February of the following year
•Review and determine new year’s equity budget •Review and determine new year’s executive compensation program design, including company financial and non- financial performance goals	•Evaluate progress toward financial and non-financial performance goals •Determine peer group •Develop next year’s executive compensation program design based on annual meeting results, shareholder feedback and Compensation Consultant reports on peers and trends	•Review year-end company financial and non-financial performance •Approve executive compensation awards for the CEO and other NEOs based on performance assessment

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.

Roles and Responsibilities

Role of Compensation Committee

Our Compensation Committee reviews and approves the compensation of our executive officers, including our NEOs,

subject to any approval of our Board that the Compensation Committee or legal counsel determines to be desirable or

required by applicable law or NYSE rules. For additional information about the responsibilities of the Compensation

Committee, please see the section titled “Board and Corporate Governance—Board Committees.”

Role of Chief Executive Officer

Our CEO annually evaluates the performance of our executive officers other than himself, including our NEOs, and makes

recommendations to the Compensation Committee with respect to base salary adjustments, target cash bonus

opportunities, actual bonus payments and equity awards for each of the other NEOs. While the Compensation Committee

takes these recommendations into account, it exercises its own independent judgment in approving compensation of our

NEOs. Our CEO does not participate in any Board discussions related to the determination and approval of his

own compensation.


72

COMPENSATION DISCUSSION AND ANALYSIS

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.


2026 PROXY STATEMENT	73

COMPENSATION DISCUSSION AND ANALYSIS

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”):



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

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.


74

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Governance

To ensure our executive compensation program is effective in aligning our NEO interests with those of our shareholders,

we adhere to the following best compensation governance practices:



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

Stock Ownership Guidelines

Our Compensation Committee has adopted 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.

Our Compensation Committee reviews those guidelines periodically in accordance with best practices and has amended

such guidelines from time to time, with the most recent amendment occurring in February 2025, which increased the

required ownership multiples for our CEO and other executive officers as well as our non-employee directors, as outlined

in the table below.


	Market Value of Shares Owned as a Multiple of Base Salary or Annual Retainer
Executive Level	Previous Ownership Requirement	Current Ownership Requirement
Chief Executive Officer	Three Times (3x)	Six Times (6x)
Other Executive Officers	One Time (1x)	Three Times (3x)
Non-employee Directors	Three Times (3x)	Five Times (5x)

Shares owned directly or indirectly and vested RSUs and PRSUs count toward the ownership guidelines. Unexercised

stock options and unvested RSUs and PRSUs do not count towards meeting the guidelines.

Executive officers and non-employee directors have until the later of: (i) February 2030 and (ii) the five year anniversary of

their appointment to comply with the revised ownership requirements.


2026 PROXY STATEMENT	75

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Recovery (“Clawback”) Policy

In accordance with NYSE listing standards, we maintain a clawback policy that requires the recoupment of certain

erroneously paid performance-based incentive compensation received by our Section 16 officers on or after

October 2, 2023 (the effective date of the applicable NYSE listing standards) in the event of a qualifying financial

restatement, subject to limited exceptions (the “Clawback Policy”).

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 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. This policy applies to current and former officers subject to the reporting requirements of Exchange Act

Section 16 who were involved in the fraud or misconduct, and the amount that could be required to be repaid is the

amount erroneously paid or earned in excess of what would have been paid or earned under the financial restatement.

Further, our CEO and CFO remain subject to the compensation recovery provisions of Sarbanes-Oxley Act Section 304.

Hedging and Pledging Prohibition

Our insider trading policy prohibits our executive officers, non-employee directors and 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

transaction with respect to our securities.


76

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Risk Assessment

Our Compensation Committee has reviewed compensation-related risks and does not believe that our compensation

programs encourage excessive or inappropriate risk-taking or create risks reasonably likely to have a material adverse

effect on us for the following reasons:



	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.


2026 PROXY STATEMENT	77

COMPENSATION DISCUSSION AND ANALYSIS

Impact of Taxation and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code limits federal income tax deductions for compensation paid to certain executive officers,

including our NEOs, in excess of $1 million per executive officer per year. While our Compensation Committee is mindful

of the benefits to us in keeping to Section 162(m) limits and considers all elements of our cost when providing

such compensation, our Compensation Committee believes that our shareholder interests are best served by retaining

its discretion and flexibility in awarding compensation, even though some compensation awards may result in

non-deductible compensation expense. Therefore, the Compensation Committee has approved cash and equity

compensation awards for our executive officers that are not deductible in 2025 or in future taxable years.

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.

Accounting for Stock-Based Compensation

The Compensation Committee considers accounting implications in designing compensation plans and arrangements for

our executive officers, other employees and members of the Board. Chief among these is ASC Topic 718, the standard

which governs the accounting treatment of stock-based compensation awards.


78

COMPENSATION DISCUSSION AND ANALYSIS

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.

Employment Agreements

Mr. McDermott

In October 2019, we entered into an employment agreement with Mr. McDermott to serve as our President and

Chief Executive Officer. In hiring Mr. McDermott, the Board of Directors approved an employment agreement with an initial

term of five years with automatic renewals for additional terms of one year. Mr. McDermott’s employment agreement

provides for an annual base salary subject to review by the Compensation Committee at least annually and a target

annual cash bonus opportunity based on his performance relative to one or more performance objectives established

each year by the Compensation Committee.

On December 23, 2025, the Company and Mr. McDermott entered into an amendment to his employment agreement

effective January 1, 2026. Pursuant to his amended employment agreement, Mr. McDermott will remain in service to the

Company through at least December 31, 2030, during which time he will serve as our Chief Executive Officer, co-Chief

Executive Officer, Executive Chairman or Non-Executive Chairman, at the discretion of our Board and with the mutual

understanding of Mr. McDermott and the Board. The amendment further provides that in Mr. McDermott’s role as Chief

Executive Officer or co-Chief Executive Officer, his total compensation will be commensurate with our performance

compared to our compensation peer group and, should he move into the role of Executive Chairman, his compensation

will be commensurate with the level of responsibilities he is performing in the role. Mr. McDermott’s employment

agreement, as amended, has been filed or incorporated by reference as an exhibit to the Company’s 2025 Annual Report

on Form 10-K.

Mr. Zavery

In September 2024, we entered into an employment agreement with Mr. Zavery to serve as our President, Chief Product

Officer and Chief Operating Officer. Mr. Zavery began his employment with us on October 28, 2024 (the “Start Date”).

Mr. Zavery’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. Zavery’s employment agreement provided him a cash sign-on bonus of $3 million, payable in

two installments, to replace compensation he forfeited upon leaving his previous employer, which has vested. The first

installment of $1 million vested in 2024, while the second installment of $2 million vested on the first payroll date after the

six-month anniversary of Mr. Zavery’s Start Date. If Mr. Zavery’s employment was terminated by the Company for Cause

or if he voluntarily resigned without Good Reason (each as defined in his employment agreement) prior to the first


2026 PROXY STATEMENT	79

COMPENSATION DISCUSSION AND ANALYSIS

anniversary of the Start Date, Mr. Zavery’s sign-on bonus would have been subject to clawback or repayment.

Mr. Zavery’s employment agreement also provided for a new-hire equity award with a total value of $29 million to replace

the outstanding equity awards he forfeited upon leaving his previous employer (the “Zavery New Hire Awards”). Effective

March 15, 2025, Mr. Zavery entered into an amendment to his employment agreement, which clarified that his severance

would generally be determined in accordance with the Severance Policy, with certain additional protections for his sign-on

bonus and the Zavery New Hire Awards.

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.

Mr. Smith

In November 2024, we entered into an employment agreement with Mr. Smith for his permanent relocation to the

United States. This agreement updated the terms and conditions of his employment, superseding and replacing his prior

employment agreement with us. Mr. Smith’s employment agreement provided 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. Mr. Smith departed the Company effective August 20, 2025 and did not

receive any severance in connection with his departure.

Other NEOs

We have employment agreements with each of our other actively employed NEOs. These agreements, with the exception

of the agreement with Mr. Fipps that will be filed with our Form 10-Q for the quarter ended March 31, 2026, have been

filed or incorporated by reference as exhibits to the Company’s 2025 Annual Report on Form 10-K.

The actual amounts that would be paid or distributed to an eligible NEO upon the occurrence of a triggering event in the

future may be different from those presented below. For example, notwithstanding the Severance Policy, we, or an

acquirer, may mutually agree with any NEO to provide payments and benefits on terms that vary from those currently

contemplated. In addition to the amounts presented below, an NEO would also be able to exercise any previously vested

stock options that such individual held. For more information about the NEOs’ outstanding equity awards as of

December 31, 2025, please see the section titled “Executive Compensation Tables—2025 Outstanding Equity Awards at

Fiscal Year End” below. The NEOs are also eligible to receive any benefits accrued under our broad-based benefit plans,

in accordance with the terms of those plans.

For purposes of the following discussion, unless otherwise specified, the following terms are defined in the applicable

NEO’s employment agreement: “Actual Bonus,” “Cause,” “Change in Control,” “Good Reason,” and “Target Bonus.”(1)

Receipt of the severance benefits summarized below is conditioned on the applicable NEO’s execution and non-

revocation of a release of claims in favor of the Company.


80

COMPENSATION DISCUSSION AND ANALYSIS

Treatment Upon Termination of Employment

Mr. McDermott

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.

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.


2026 PROXY STATEMENT	81

COMPENSATION DISCUSSION AND ANALYSIS

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)


	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

(1)Mr. Smith departed the Company in August 2025.

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.

Death and Disability Benefits

Death Benefits

For Mr. Smith

In the event Mr. Smith died prior to his departure from the Company in August 2025, Mr. Smith’s beneficiary would have

been eligible to receive certain death benefits under our Equity Award Policy and other policies generally applicable to

our employees.


82

COMPENSATION DISCUSSION AND ANALYSIS

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.

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.

Disability Benefits

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.

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.

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.

Retirement

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.


84

Executive Compensation Tables

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.


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
Paul Fipps, President, Global Customer Operations
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

(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."


2026 PROXY STATEMENT	85

EXECUTIVE COMPENSATION TABLES

Assuming the PRSUs were valued based on the maximum outcome of the applicable performance condition, the total grant date fair

value for the PRSU awards reported for 2025 would have been as follows:


Named Executive Officer	Maximum ($)
Mr. McDermott	45,059,070
Ms. Mastantuono	16,897,650
Mr. Zavery	22,529,535
Mr. Fipps	15,009,604
Ms. Canney	10,703,175
Mr. Smith	19,714,590

(3)The amounts reported in the Non-Equity Incentive Plan Compensation column for 2025 represent annual cash incentives paid to the NEOs as

described under “Compensation Discussion and Analysis—Executive Compensation Program—Annual Cash Incentive” above.

For Mr. Fipps, $400,000 of his Non-Equity Incentive Plan Compensation reported represents a quarterly cash incentive he earned pursuant to

his employment agreement. For more detail, please see “Compensation Discussion and Analysis—NEO Employment Agreements—

Employment Agreements—Mr. Fipps.”

(4)For 2025, All Other Compensation reported for each NEO includes the following:

For Mr. McDermott, $2,736,796 for the cost of home security, including the monitoring and maintenance of security systems as recommended

by the independent security firm; $80,342 for personal use of chartered air; $14,024 for a tax gross-up associated with the personal use of a

Company-provided vehicle; $11,016 for a tax gross-up associated with an annual Company-sponsored event (the “Company Event”); a

matching contribution of $10,500 in the Company’s 401(k) plan; and costs that did not exceed the greater of $25,000 or 10% (the “reporting

threshold”) relative to Mr. McDermott’s total perquisites and personal benefits for 2025, including the cost of food, lodging and spousal

attendance at the Company Event (together, the “Company Event Costs”), use of company security personnel for other than business

purposes, executive healthcare premium and costs, long-term disability insurance premium, use of company cars and drivers for other than

business purposes and financial planning services. Incremental costs of personal use of chartered air are determined based on operating cost

per flight hour for the aircraft type used, including fuel charges, departure fees and landing fees, and incremental costs of the company car and

driver and security personnel for other than business purposes are determined based on the cost of the driver, security personnel and related

operating expenses.

For Ms. Mastantuono, $48,060 for the cost of home security, including the maintenance of security systems and $38,383 for the cost of security

personnel for other than business purposes, both as recommended by the independent security firm; a matching contribution of $10,500 in the

Company’s 401(k) plan; $11,016 for a tax gross-up associated with the Company Event; and costs that did not exceed the reporting threshold

relative to Ms. Mastantuono’s total perquisites and personal benefits, including other Company Event Costs, executive healthcare premiums

and financial planning services.

For Mr. Zavery, $11,016 for a tax gross-up associated with the Company Event; a matching contribution of $10,500 in the Company’s 401(k)

plan; and costs that did not exceed the reporting threshold relative to Mr. Zavery’s total perquisites and personal benefits, including other

Company Event Costs and executive healthcare premiums.

For Mr. Fipps, $3,867 for a tax gross-up associated with the Company Event; a matching contribution of $10,500 in the Company’s 401(k) plan;

and costs that did not exceed the reporting threshold relative to Mr. Fipps’s total perquisites and personal benefits, including other Company

Event Costs and executive healthcare premiums.

For Ms. Canney, $13,568 for a tax gross-up associated with the Company Event; a matching contribution of $10,500 in the Company’s 401(k)

plan; and costs that did not exceed the reporting threshold relative to Ms. Canney’s total perquisites and personal benefits, including other

Company Event Costs, executive healthcare premiums and financial planning services.

For Mr. Smith, $449,098 for relocation assistance; $15,959 in tax equalization payments related to his temporary reassignment to the U.S. at

the Company’s request and consistent with the Company’s policy for employees working on international assignments; a matching contribution

of $10,500 in the Company’s 401(k) plan; and costs that did not exceed the threshold of Mr. Smith’s total perquisites and personal benefits,

including executive healthcare premiums and financial planning services. Mr. Smith forfeited all unvested equity awards previously granted to

him and did not receive any additional compensation in connection with his departure in August 2025.

For more detail on executive perquisites, please see “Compensation Discussion and Analysis—Executive Perquisites and Other Benefits.”

(5)This amount represents the second installment of the sign-on bonus paid to Mr. Zavery pursuant to his employment agreement, which was paid

in 2025. For more detail, please see “Compensation Discussion and Analysis—NEO Employment Agreements—Employment Agreements—

Mr. Zavery.”


86

EXECUTIVE COMPENSATION TABLES

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.”


			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 ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)(4)
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

(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.”


2026 PROXY STATEMENT	87

EXECUTIVE COMPENSATION TABLES

(3)Represents the number of shares of common stock subject to RSUs granted to NEOs during 2025. Such RSUs vest in equal quarterly

installments over three years, subject to continued employment or service with us on each vesting date, with the first 8.33% of the shares

having vested on May 15, 2025.

(4)The amounts reported in this column represent the grant date fair value of the RSUs and PRSUs granted to the NEOs, as computed in

accordance with ASC Topic 718. The fair value of our common stock on the date of grant is used to calculate the fair value of RSUs and

PRSUs, with only service- and/or performance-based vesting conditions, and a Monte Carlo simulation is used to calculate the fair value of

PRSU grants with service-, performance- and market-based vesting conditions as disclosed in Notes 2 and 15 to our consolidated financial

statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column exclude the

impact of estimated forfeitures related to service-based and performance-based vesting conditions, reflect the accounting cost for these equity

awards, and do not correspond to the actual economic value that may be received by the NEOs from the awards.

(5)Mr. Fipps was eligible for an additional Non-Equity Incentive Plan Award in 2025 pursuant to his employment agreement. For more detail,

please see “Compensation Discussion and Analysis—NEO Employment Agreements—Employment Agreements—Mr. Fipps.”

2025 Option Exercises and Stock

Vested Table

The following table presents, for each of the NEOs, the shares of our common stock that were acquired upon the exercise

of stock options and vesting of RSU and PRSU awards and the related value realized during 2025.


Name	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Mr. McDermott	—	—	252,485	47,430,400
Ms. Mastantuono	—	—	98,610	18,518,828
Mr. Zavery	—	—	90,530	16,845,862
Mr. Fipps	—	—	37,775	7,143,953
Ms. Canney	—	—	71,175	13,363,046
Mr. Smith	156,620	8,044,003	101,905	19,263,958

(1)The value realized on exercise is calculated as the difference between the closing price of the shares of our common stock underlying the

options when exercised and the applicable exercise price of those options.

(2)The value realized on vesting is calculated as the number of shares of common stock issued upon vesting of RSUs and PRSUs multiplied by

the closing price of our common stock on the vesting date.


88

EXECUTIVE COMPENSATION TABLES

2025 Outstanding Equity Awards at Fiscal

Year End

The following table presents, for each of the NEOs information regarding outstanding stock options and other equity

awards held as of December 31, 2025.


	Option Awards					Stock Awards
Name(1)	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Mr. McDermott	642,585	(3)	—	53.26	11/18/2029
	1,387,680	(4)	1,387,705	139.55	10/29/2031
						3,005	(5)	460,336
						20,800	(6)	3,186,352
						35,075	(7)	5,373,139
						56,465	(8)	8,649,873
						115,860	(9)	17,748,593
						40,014	(10)	6,129,745	77,935	(10)	11,938,863
									112,930	(11)	17,299,747
Ms. Mastantuono	156,620	(12)	156,645	131.19	12/13/2031
						1,140	(5)	174,637
						7,975	(6)	1,221,690
						15,785	(7)	2,418,104
						21,180	(8)	3,244,564
						44,407	(9)	6,802,708
						18,005	(10)	2,758,186	35,075	(10)	5,373,139
									42,350	(11)	6,487,597
Mr. Zavery						39,960	(13)	6,121,472
						28,235	(8)	4,325,320
						31,089	(14)	4,762,524
									56,465	(15)	8,649,873
Mr. Fipps						205	(5)	31,404
						1,705	(6)	261,189
						2,095	(16)	320,933
						2,930	(17)	448,847
						795	(18)	121,786
						8,475	(8)	1,298,285
						11,075	(19)	1,696,579
						9,468	(9)	1,450,403
						11,350	(20)	1,738,707


2026 PROXY STATEMENT	89

EXECUTIVE COMPENSATION TABLES


	Option Awards					Stock Awards
Name(1)	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
						2,515	(21)	385,273
						5,799	(22)	888,349	11,295	(22)	1,730,281
						6,821	(23)	1,044,909	13,285	(23)	2,035,129
Ms. Canney	78,300	(12)	78,335	131.19	12/13/2031
						685	(5)	104,935
						4,855	(6)	743,737
						10,525	(7)	1,612,325
						13,415	(8)	2,055,044
						27,038	(9)	4,141,951
						12,001	(10)	1,838,433	23,385	(10)	3,582,348
									26,825	(11)	4,109,322

(1)Mr. Smith has no awards reported in this table because all of his outstanding equity awards ceased to vest and were cancelled at the time of

his separation in August 2025.

(2)The market value of shares is based on the latest closing price of our common stock as of December 31, 2025, of $153.19.

(3)This stock option award was granted on November 18, 2019, and is fully vested.

(4)This stock option award was granted on October 29, 2021, and vests equally in eight tranches only if both subscription revenues and stock

price performance metrics are met, subject to continued service as our CEO or executive chairman on the applicable vesting dates. The

performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. For

additional detail, see section titled “Compensation Discussion and Analysis—Executive Compensation Program—2021 PSO Award Status.”

(5)This RSU award was granted on February 15, 2022, and vests in equal amounts on a quarterly basis over four years, with the first vest

occurring May 12, 2022, and future vestings subject to continued employment or service with us on each vesting date.

(6)This RSU award was granted on February 15, 2023, and vests in equal amounts on a quarterly basis over four years, with the first vest

occurring May 17, 2023, and future vestings subject to continued employment or service with us on each vesting date.

(7)This RSU award was granted on February 15, 2024, and vests over three years, with 3.33% having vested quarterly in the first year and

11.25% vesting quarterly over each of the second and third years, with future vestings subject to continued service with us on each such

vesting date.

(8)This RSU award was granted on February 18, 2025, and vests in equal amounts on a quarterly basis over three years, with the first vest

occurring May 15, 2025, and future vestings subject to continued employment or service with us on each vesting date.

(9)This PRSU award was granted on February 15, 2023, and represents the number of shares subject to the final vesting on February 17, 2026

as discussed in the section titled “Compensation Discussion and Analysis—Long-Term Incentive Plan—2023 PRSU rTSR

Performance Results.”

(10)This PRSU award was granted on February 15, 2024, one-third of which vested on February 7, 2026, and the remaining two-thirds will be

assessed over a three-year performance period ending December 31, 2026. The number of PRSUs earned for the remaining two-thirds of

which will be determined based on non-GAAP subscription revenues performance for fiscal 2026. Following the determination of non-GAAP

subscription revenues achievement, the rTSR modifier will be applied to determine the final number of PRSUs earned. The earned PRSUs cliff

vest on February 7, 2027, subject to continued employment or service with us on the vesting date. For additional detail, please see section

titled “Compensation Discussion and Analysis—Executive Compensation Program—Long-Term Incentive Plan—2024 PRSU First Tranche

Performance Results.”

(11)This PRSU award was granted on February 18, 2025, and represents the target number of PRSUs. 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 will be

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 additional detail, please see section titled “Compensation Discussion and Analysis—Executive

Compensation Program—Long-Term Incentive Plan.”


90

EXECUTIVE COMPENSATION TABLES

(12)This stock option award was granted on December 13, 2021 and vests equally in eight tranches only if both subscription revenues and stock

price performance metrics applicable to each tranche are met, subject to continued employment with us on the applicable vesting dates. The

performance period in which the performance targets may be met is from October 29, 2021 to and including September 30, 2026. For

additional detail, see section titled “Compensation Discussion and Analysis—Executive Compensation Program—2021 PSO Award Status.”

(13)This RSU award was granted on November 15, 2024 and vests over two years, with 16.75% vesting quarterly in 2025 and 8.25% vesting

quarterly in 2026, subject to continued service with us on each such vesting date.

(14)This PRSU award was granted on November 15, 2024, all of which vested on February 7, 2026 in accordance with the terms of the First

Tranche 2024 PRSUs. For additional detail on how the number of PRSUs earned is determined, please see section titled “Compensation

Discussion and Analysis—Executive Compensation Program—Long-Term Incentive Plan—2024 PRSU First Tranche Performance Results.”

(15)This PRSU award was granted on February 18, 2025, and represents the target number of PRSUs. 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 will be applied to determine the final number of PRSUs earned for that period. The

PRSUs associated with the first performance period cliff vest on February 7, 2027, and the 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 more detail, please see

section titled “Compensation Discussion and Analysis—Executive Compensation Program—Long-Term Incentive Plan—PRSU Structure for

Amit Zavery.”

(16)This RSU award was granted on June 15, 2023, and vests in equal quarterly installments over four years, subject to continued employment or

service with us on each vesting date, with the first 6.25% of the shares having vested on November 17, 2023.

(17)This RSU award was granted on February 15, 2024, and vests in equal quarterly installments over four years, subject to continued employment

or service with us on each vesting date, with the first 6.25% of the shares having vested on May 7, 2024.

(18)This RSU award was granted on August 15, 2024, and vests in equal quarterly installments over four years, subject to continued employment

or service with us on each vesting date, with the first 6.25% of the shares having vested on November 7, 2024.

(19)This RSU award was granted on May 15, 2025, and vests in equal quarterly installments over three years, subject to continued employment or

service with us on each vesting date, with the first 8.33% of the shares having vested on August 15, 2025.

(20)This PRSU award was granted on February 15, 2024, and represents the number of shares subject to time-based vesting, which was

determined based on performance against the applicable NNACV and free cash flow margin targets set by the Compensation Committee in

February 2025. The vesting schedule is as follows: 30% of the shares vested on February 7, 2025, 15% of the shares vested on each of

August 7, 2025 and February 7, 2026, and 20% of the shares will vest on each of August 7, 2026, and February 7, 2027, subject to continued

employment or service with us on each vesting date.

(21)This PRSU award was granted on August 15, 2024, and represents the number of shares subject to time-based vesting, which was determined

based on performance against the applicable NNACV and free cash flow margin targets set by the Compensation Committee in February 2025.

The vesting schedule is as follows: 30% of the shares vested on February 7, 2025, 15% of the shares vested on each of August 7, 2025 and

February 7, 2026, and 20% of the shares will vest on each of August 7, 2026, and February 7, 2027, subject to continued employment or

service with us on each vesting date.

(22)This PRSU award was granted on February 18, 2025. One-third of the PRSUs was assessed over a three-year performance period ending

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 in February 2026 based on non-GAAP subscription revenues performance for fiscal 2025 and vested on February 15,

2026; 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 will be 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.

(23)This PRSU award was granted on May 15, 2025. One-third of the PRSUs was assessed over a three-year performance period ending