SERVICENOW, INC., DEF 14A filed on 4/6/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SERVICENOW, INC.
Entity Central Index Key 0001373715
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year(1)
Summary
Compensation
Table Total
for CEO(2)
Compensation
Actually Paid
to CEO(2)
Average
Summary
Compensation
Table Total for
Other NEOs(2)
Average
Compensation
Actually Paid to
Other NEOs(2)
Value of Initial Fixed
$100 Investment Based On:
Net
Income
(millions)(6)
Non-GAAP
Subscription
Revenues
(millions)(7)
NOW Total
Shareholder
Return(3)
Peer
Group Total
Shareholder
Return(4)
Add'l
Measure:
2025 Peer
Group Total
Shareholder
Return(5)
2025
$51,550,957
$(83,286,935)
$18,619,972
$(6,404,117)
$139
$227
$134
$1,748
$12,847
2024
$37,558,118
$201,991,660
$20,552,646
$20,144,060
$193
$202
$129
$1,425
$10,674
2023
$37,606,244
$184,779,698
$15,903,489
$45,349,258
$128
$171
$106
$1,731
$8,634
2022
$38,502,528
$(76,345,721)
$13,629,762
$(6,507,023)
$71
$109
$71
$325
$7,056
2021
$165,802,037
$136,180,680
$27,586,570
$29,995,940
$118
$150
$110
$230
$5,627
        
Company Selected Measure Name non-GAAP subscription revenues        
Named Executive Officers, Footnote Mr. McDermott served as CEO for each of the years shown in the table above. The other NEOs for those years were as follows:
•2025: Ms. Mastantuono, Mr. Zavery, Mr. Fipps, Ms. Canney and Mr. Smith
•2024: Ms. Mastantuono, Mr. Zavery, Mr. Smith, Ms. Canney and Chirantan Desai
•2023: Ms. Mastantuono, Mr. Smith, Ms. Canney and Mr. Desai
•2022: Ms. Mastantuono, Mr. Smith, Lara Caimi and Mr. Desai
•2021: Ms. Mastantuono, Ms. Canney, Russell S. Elmer and Mr. Desai 		       
Peer Group Issuers, Footnote As an additional measure, we are providing our 2025 Peer Group (as defined below) TSR, weighted according to the respective companies’
stock market capitalization at the beginning of each period for which a return is indicated. As further described in the section titled
“Compensation Discussion & Analysis—Compensation Policies and Practices—Peer Companies,” the 2025 Peer Group includes the following
companies: Adobe Inc., Airbnb, Inc., Atlassian Corporation, Block, Inc., eBay Inc., Electronic Arts Inc., Intuit Inc., Netflix, Inc., Oracle
Corporation, Palo Alto Networks, Inc., PayPal Holdings, Inc., salesforce.com, inc., Snowflake Inc., Uber Technologies, Inc., Visa Inc. and
Workday, Inc. (the “2025 Peer Group”). The values represent the TSR of the 2025 Peer Group based on a $100 investment as of December
31, 2020, valued again on each of December 31, 2021, 2022, 2023, 2024 and 2025. We have provided this 2025 Peer Group TSR as an
additional measure to supplement this pay versus performance disclosure and to provide further context to the Compensation Committee’s
pay decisions.
        
PEO Total Compensation Amount $ 51,550,957 $ 37,558,118 $ 37,606,244 $ 38,502,528 $ 165,802,037
PEO Actually Paid Compensation Amount $ (83,286,935) 201,991,660 184,779,698 (76,345,721) 136,180,680
Adjustment To PEO Compensation, Footnote The 2025 Summary Compensation Table (“SCT”) totals reported for the CEO and the average of the other NEOs were subject to the following
adjustments as required by Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid”:
CEO ($)
Average for Other NEOs ($)
SCT Total
51,550,957
18,619,972
Adjustments
Deduction for the amounts reported under the “Stock Awards” columns of the SCT(a)
(43,481,651)
(16,405,465)
Item 402(v) Equity Award Adjustments(b)
(91,356,241)
(8,618,624)
“Compensation Actually Paid”
(83,286,935)
(6,404,117)
CEO ($)
Average for Other NEOs ($)
Year End Fair Value of Equity Awards Granted in the Year that Were Outstanding and Unvested as of Year End
28,189,587
8,081,050
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year
(116,654,554)
(7,040,565)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
3,453,792
1,156,703
Fair Value Change between Vesting Date and Prior Year End Value of Awards Granted in a Prior Year that Vested in
the Year
(6,345,066)
(1,798,966)
Average Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet
Vesting Conditions in the Fiscal Year*
—
(9,016,846)
Equity Award Adjustments
(91,356,241)
(8,618,624)
        
Non-PEO NEO Average Total Compensation Amount $ 18,619,972 20,552,646 15,903,489 13,629,762 27,586,570
Non-PEO NEO Average Compensation Actually Paid Amount $ (6,404,117) 20,144,060 45,349,258 (6,507,023) 29,995,940
Adjustment to Non-PEO NEO Compensation Footnote The 2025 Summary Compensation Table (“SCT”) totals reported for the CEO and the average of the other NEOs were subject to the following
adjustments as required by Regulation S-K Item 402(v)(2)(iii) to calculate “compensation actually paid”:
CEO ($)
Average for Other NEOs ($)
SCT Total
51,550,957
18,619,972
Adjustments
Deduction for the amounts reported under the “Stock Awards” columns of the SCT(a)
(43,481,651)
(16,405,465)
Item 402(v) Equity Award Adjustments(b)
(91,356,241)
(8,618,624)
“Compensation Actually Paid”
(83,286,935)
(6,404,117)
CEO ($)
Average for Other NEOs ($)
Year End Fair Value of Equity Awards Granted in the Year that Were Outstanding and Unvested as of Year End
28,189,587
8,081,050
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year
(116,654,554)
(7,040,565)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
3,453,792
1,156,703
Fair Value Change between Vesting Date and Prior Year End Value of Awards Granted in a Prior Year that Vested in
the Year
(6,345,066)
(1,798,966)
Average Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet
Vesting Conditions in the Fiscal Year*
—
(9,016,846)
Equity Award Adjustments
(91,356,241)
(8,618,624)
*Except for Mr. Smith, who forfeited outstanding equity awards in connection with his departure, no other NEOs failed to meet vesting conditions in 2025.
        
Compensation Actually Paid vs. Total Shareholder Return Compensation Actually Paid and 5-Year TSR of the Company, the S&P
Systems Software Index and, Supplementally, the 2025 Peer Group
The compensation actually paid to Mr. McDermott and the average compensation actually paid to the other NEOs
generally align with the Company’s TSR over the last five years. The graph below compares the compensation actually
paid against the total shareholder return of the Company, the S&P Systems Software Index and our 2025 Peer Group in
the period from December 31, 2020 through December 31, 2025.
The compensation actually
paid and the Company’s
TSR over the last five years
is closely aligned because,
as discussed above, a
significant portion of the
compensation actually paid
to Mr. McDermott and the
other NEOs is comprised
largely of equity awards.
Thus, the value of these
awards and, therefore, a
large portion of the
compensation actually paid
to our NEOs is inherently
correlated to the Company’s
stock price.
The Company’s TSR over the five-year period presented in the table was 39% and the S&P Systems Software Index
TSR was 127%. The Company’s TSR generally tracked the S&P Systems Software Index throughout the period, with the
exception of 2025, when the Company's TSR declined notwithstanding the Company's strong financial and operational
performance, and while the S&P Systems Software Index appreciated. Compensation actually paid also decreased
during 2025. Further, as explained in the CD&A, the Compensation Committee considers the pay practices among peer
companies in its deliberations on compensation matters, including to ensure the Company’s pay practices remain
competitive. The Company’s outperformance of the 2025 Peer Group in terms of TSR over the last five years provides
support for the Compensation Committee’s pay decisions.
        
Compensation Actually Paid vs. Net Income Compensation Actually Paid and Net Income
The compensation actually
paid to Mr. McDermott and
the average compensation
actually paid to the other
NEOs is not always aligned
with the Company’s net
income, as shown in the
graph to the right, primarily
due to the large percentage
of our NEOs’ total annual
compensation comprised of
equity awards and, thus, the
much greater sensitivity of
compensation actually paid
to our stock price.
        
Compensation Actually Paid vs. Company Selected Measure Compensation Actually Paid and Non-GAAP Subscription Revenues
The compensation actually
paid to Mr. McDermott, the
average compensation
actually paid to the other
NEOs and the Company’s
non-GAAP subscription
revenues over the last five
years is presented to the
right. While the
Compensation Committee
evaluates performance
relative to several financial
and non-financial
performance measures for
purposes of determining
incentive-based pay, the
Company believes non-GAAP
subscription revenues is the most important financial performance measure for 2025 used to link compensation actually
paid to Company performance because it measures our success in attracting and retaining customers and provides an
indication of the long-term health of the Company. For this reason, the Company utilizes non-GAAP subscription
revenues when setting performance goals as part of the long-term incentive plan. While subscription revenues have
grown significantly over the last five years, compensation actually paid has fluctuated more in line with changes in our
stock price given that a significant portion of the compensation actually paid to Mr. McDermott and the other NEOs is
comprised largely of equity grants.
        
Total Shareholder Return Vs Peer Group Compensation Actually Paid and 5-Year TSR of the Company, the S&P
Systems Software Index and, Supplementally, the 2025 Peer Group
The compensation actually paid to Mr. McDermott and the average compensation actually paid to the other NEOs
generally align with the Company’s TSR over the last five years. The graph below compares the compensation actually
paid against the total shareholder return of the Company, the S&P Systems Software Index and our 2025 Peer Group in
the period from December 31, 2020 through December 31, 2025.
The compensation actually
paid and the Company’s
TSR over the last five years
is closely aligned because,
as discussed above, a
significant portion of the
compensation actually paid
to Mr. McDermott and the
other NEOs is comprised
largely of equity awards.
Thus, the value of these
awards and, therefore, a
large portion of the
compensation actually paid
to our NEOs is inherently
correlated to the Company’s
stock price.
The Company’s TSR over the five-year period presented in the table was 39% and the S&P Systems Software Index
TSR was 127%. The Company’s TSR generally tracked the S&P Systems Software Index throughout the period, with the
exception of 2025, when the Company's TSR declined notwithstanding the Company's strong financial and operational
performance, and while the S&P Systems Software Index appreciated. Compensation actually paid also decreased
during 2025. Further, as explained in the CD&A, the Compensation Committee considers the pay practices among peer
companies in its deliberations on compensation matters, including to ensure the Company’s pay practices remain
competitive. The Company’s outperformance of the 2025 Peer Group in terms of TSR over the last five years provides
support for the Compensation Committee’s pay decisions.
        
Tabular List, Table •non-GAAP subscription revenues;
•non-GAAP operating margin;
•NNACV; and
•rTSR.
        
Total Shareholder Return Amount $ 139 193 128 71 118
Peer Group Total Shareholder Return Amount 227 202 171 109 150
Net Income (Loss) $ 1,748,000,000 $ 1,425,000,000 $ 1,731,000,000 $ 325,000,000 $ 230,000,000
Company Selected Measure Amount 12,847,000,000 10,674,000,000 8,634,000,000 7,056,000,000 5,627,000,000
PEO Name Mr. McDermott        
Additional 402(v) Disclosure Reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” column of the SCT
for the covered year, calculated in accordance with ASC Topic 718. Because we do not sponsor or maintain any defined benefit pension
plans, no deductions related to pension value were made. No option awards were granted to the CEO or other NEOs in 2025.
Item 402(v) equity award adjustments reflect the aggregate of the following (as applicable): (i) the year-end fair value of any equity awards
granted in the covered year that are outstanding and unvested as of the end of the year; (ii) the change as of the end of the covered year
(from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the
covered year; (iii) for awards granted and vested within the same covered year, their fair value as of the vesting date; (iv) for awards granted
in prior years that vest in the covered year, the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) the
subtraction of the prior year-end fair value of any awards granted in a prior fiscal year that failed to meet applicable vesting conditions as of
the end of the year. Equity values are calculated in accordance with ASC Topic 718. Valuation assumptions used to calculate fair values did
not materially differ from those disclosed at the time of grant except for the stock price, percentage of volatility, risk free rate and the term
used to calculate the valuations. The amounts deducted or added in calculating the equity award adjustments for the CEO and other NEOs
are as follows:
CEO ($)
Average for Other NEOs ($)
Year End Fair Value of Equity Awards Granted in the Year that Were Outstanding and Unvested as of Year End
28,189,587
8,081,050
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year
(116,654,554)
(7,040,565)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
3,453,792
1,156,703
Fair Value Change between Vesting Date and Prior Year End Value of Awards Granted in a Prior Year that Vested in
the Year
(6,345,066)
(1,798,966)
Average Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet
Vesting Conditions in the Fiscal Year*
—
(9,016,846)
Equity Award Adjustments
(91,356,241)
(8,618,624)
Represents the TSR of a $100 investment in the Company’s shares as of December 31, 2020, valued again on each of December 31, 2021,
2022, 2023, 2024 and 2025.
Represents the TSR of the S&P Systems Software index based on a $100 investment as of December 31, 2020, valued again on each of
December 31, 2021, 2022, 2023, 2024 and 2025.
(5)Net income as reported in the Company’s audited financial statements. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name non-GAAP subscription revenues;        
Non-GAAP Measure Description The Company has identified non-GAAP subscription revenues as the most important financial performance measure used to link compensation
actually paid to the CEO and other NEOs for 2025 to the Company’s performance as this measure is used to determine executive
compensation. “Financial performance measure” for these purposes is defined by SEC rules to mean a measure determined and presented in
accordance with GAAP or any measures derived wholly or in part from such measures or the Company’s stock price or total shareholder return.
Non-GAAP subscription revenues is calculated as full-year GAAP subscription revenues that exclude the impact of foreign exchange by
applying the average foreign exchange rates in effect during December of the prior fiscal year.
        
Measure:: 2          
Pay vs Performance Disclosure          
Other Performance Measure, Amount 134 129 106 71 110
Name non-GAAP operating margin;        
Measure:: 4          
Pay vs Performance Disclosure          
Name NNACV; and•rTSR.        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (43,481,651)        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (91,356,241)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 28,189,587        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (116,654,554)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,453,792        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,345,066)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (16,405,465)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,618,624)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,081,050        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,040,565)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,156,703        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,798,966)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (9,016,846)        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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.
Award Timing Method 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.
Award Timing Predetermined false
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true