NOW DEF 14A Report ended June 17, 2020

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

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1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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1.	To elect three Class II directors, each to serve until the 2023 annual meeting of shareholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal;

2.	To hold a non-binding advisory vote on a resolution to approve the compensation of our named executive officers (commonly referred to as “Say-on-Pay”);

3.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020 ; and

4.	To approve an amendment to our Restated Certificate of Incorporation to declassify our board of directors.

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•	The election of three Class II directors, each to serve until the 2023 annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal;

•	A non-binding advisory vote on a resolution to approve the compensation of our named executive officers (commonly referred to as “Say-on-Pay”);

•	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020 ;

•	The amendment to the Company’s Restated Certificate of Incorporation (“Charter”) to declassify our Board of Directors; and

•	Any other business that may properly come before the Annual Meeting.

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•	“FOR” the election of each of William R. McDermott, Anita M. Sands, and Dennis M. Woodside as Class II directors, each to serve until the 2023 annual meeting of shareholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal;

•	“FOR” the approval, on an advisory and non-binding basis, of the compensation of our named executive officers (commonly referred to as “Say-on-Pay”);

•	“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020 ; and

•	“FOR” the amendment to our Charter to declassify our Board.

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•	You may vote by telephone or over the Internet . To vote by telephone or over the Internet, follow the instructions provided in the Notice of Internet Availability or proxy card. If you vote by telephone or over the Internet, you do not need to return a proxy card by mail.

•	You may vote by mail . If you request or receive a paper proxy card, simply sign and date the proxy card and return it in the envelope provided.

•	You may vote online at the Annual Meeting website . If you plan to attend the Annual Meeting, you may vote online at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/NOW2020 . Please have your 16-digit control number to join the Annual Meeting.

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•	delivering to the Corporate Secretary of the Company a written notice stating that the proxy is revoked;

•	signing, dating and delivering a proxy bearing a later date;

•	voting again by telephone or over the Internet; or

•	virtually attending and voting online at the Annual Meeting (although attendance at the meeting will not, by itself, revoke a proxy).

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•	presiding at all meetings of the Board at which the Chair is not present, including executive sessions of independent directors;

•	encouraging direct dialogue between the directors and management;

•	serving as a liaison between the Chair and the independent directors;

•	disseminating information, decisions, suggestions, views or concerns expressed by independent directors to the Chair, the rest of the Board and management;

•	providing leadership to the Board if circumstances arise in which the role of CEO and Chair may be, or may be perceived to be, in conflict;

•	facilitating discussion and open dialogue among the independent directors;

•	guiding our outreach to major shareholders and meeting with those shareholders; and

•	performing such other functions and responsibilities as requested by our Board of Directors from time to time. In 2019, this included leading the process to retain and onboard a new CEO.

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•	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;

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

•	review and monitor our compliance and enterprise risk management programs;

•	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;

•	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;

•	discuss our cybersecurity program and receive periodic updates from management on cybersecurity; and

•	review and approve transactions with related parties.

•	review and approve, or recommend to the Board for approval, the compensation of our executive officers, including our Chief Executive Officer;

•	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;

•	administer our 401(k) plan;

•	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;

•	consider the results of the most recent shareholder vote on executive compensation and feedback received from shareholders and, if appropriate, 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; and

•	review with management our major compensation-related risk exposures, including leadership succession and pay equity, and the steps management has taken to monitor or mitigate such exposures.

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•	develop and recommend policies regarding the director nomination processes;

•	determine the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, 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 Nominating and Governance Committee from time to time;

•	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 and review with management our major environmental, social and governance (“ESG”) activities, programs and public disclosures, including in light of any feedback received from shareholders;

•	together with the Audit Committee, develop and recommend to the Board the Code of Business Conduct and Ethics for Directors and the Code of Conduct and Ethics for employees and consider waivers of such codes for executive officers and directors;

•	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;

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•	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.

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•	Our Bylaws establish procedures pursuant to which a shareholder may nominate a person for election to the Board of Directors.

•	If a shareholder would like to recommend a director candidate for the next annual meeting, he or she must submit the recommendations by mail to our Corporate Secretary at our principal executive offices, not fewer than 75 or more than 105 days prior to the first anniversary of the previous year’s annual meeting.

•	Recommendations for a director candidate must be accompanied by all information relating to such person as would be required to be disclosed in solicitations of proxies for election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected.

•	The Nominating and Governance Committee considers nominees based on our need to fill vacancies or to expand the Board of Directors, and also considers our need to fill particular roles on the Board of Directors or committees thereof (e.g. independent director, audit committee financial expert, etc.).

•	The Nominating and Governance Committee evaluates candidates in accordance with its charter and policies regarding director qualifications, qualities and skills discussed above.

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(1)

Amounts listed under “RSU Awards” in the foregoing table represent the aggregate fair value computed as of the grant date of each restricted stock unit (“RSU”) award during 2019 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, 2019 . As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)

Ms. Briggs was appointed to the Board of Directors effective March 1, 2019 and the Audit Committee effective October 22, 2019. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her retainer for service on our Board of Directors and Audit Committee. The amount reported under the “RSU Awards” column also includes a pro-rated equity award, recognizing her service from March 1, 2019 until the 2019 Annual Meeting of Shareholders, in addition to the regular annual grant, as discussed below.

(3)	Mr. Codd retired from the Board of Directors at the 2019 Annual Meeting of Shareholders on June 12, 2019. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of his retainer for service on our Board of Directors and Audit Committee.

(4)

Ms. Yehoshua was appointed to the Board of Directors effective March 1, 2019. The amount reported under the “Fees Earned or Paid in Cash” column reflects a pro-rated portion of her retainer for service on our Board of Directors. The amount reported under the “RSU Awards” column also includes a pro-rated equity award, recognizing her service from March 1, 2019 until the 2019 Annual Meeting of Shareholders, in addition to the regular annual grant, as discussed below.

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•	$40,000 annual cash retainer for services on our Board of Directors;

•	$20,000 for the Lead Independent Director;

•	$30,000 for the chair of our Audit Committee and $10,000 for each of its other members;

•	$20,000 for the chair of our Compensation Committee and $7,000 for each of its other members; and

•	$15,000 for the chair of our Nominating and Governance Committee and $5,000 for each of its other members.

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•	Compensation Depends on Performance . Our executive compensation program is designed so that a significant portion of cash compensation and all of the performance-based restricted stock units (the “PRSUs”) are only earned if we meet corporate performance targets;

•	Equity-Based Compensation . At least 87% of the total compensation, excluding one-time awards, we pay to our executive officers is in the form of equity-based compensation, which aligns the interests of our executive officers and shareholders;

•	Performance-Based Incentives . We use performance-based short-term cash incentives and performance-based long-term equity incentives in the form of PRSUs;

•	Multi-Year Vesting Requirements. The RSUs and PRSUs granted to our executive officers vest or are earned over multi-year periods, consistent with current market practice and our retention objectives.

•	No 280G Tax Gross-Ups . We do not provide 280G tax gross-ups to our executive officers;

•	Stock Ownership Policy . We maintain stock ownership guidelines for our executive officers and the non-employee members of our Board of Directors; and

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Compensation Recovery Policy . We maintain a clawback policy which provides that, in the event we are required to prepare an accounting restatement as a result of fraud or intentional misconduct, we may recover from those current and former executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act and were involved in the fraud or misconduct, any incentive compensation erroneously paid or awarded in excess of what would have been paid pursuant to the restated financial statements.

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(1)

“Audit fees” include fees for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit fees related to accounting matters that were addressed during the annual audit and quarterly review. This category also includes fees for services that were incurred in connection with statutory and regulatory filings or engagements.

(2)	“Audit-related fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees.” This primarily consists of fees for service organization control audits under Statement on Standards for Attestation Engagements No.18.

(3)	“Tax fees” consists of fees billed for tax compliance and transfer pricing services.

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(4)	“All other fees” comprise fees primarily in connection with subscriptions to PricewaterhouseCoopers LLP's web-based research program.

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•	each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our directors and director nominees;

•	each of our named executive officers; and

•	all of our current executive officers and directors as a group.

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(1)

Consists of shares of common stock beneficially owned as of December 31, 2019 according to a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. (“Price Associates”) on February 14, 2020. The Schedule 13G/A reports that Price Associates has sole voting power with respect to 6,974,718 shares of common stock and sole dispositive power with respect to all 18,204,867 shares of common stock. The address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(2)

Consists of shares of common stock beneficially owned as of December 31, 2019 according the Schedule 13G/A filed with the SEC by the Vanguard Group, Inc. (the “Vanguard Group”) on February 12, 2020. The Vanguard Group has beneficial ownership of 15,087,268 shares of common stock. The Vanguard Group reported (i) sole dispositive power with respect to 14,762,592 shares of common stock, (ii) shared dispositive power with respect to 324,676 shares of common stock, (iii) sole voting power with respect to 291,371 shares of common stock, and (iv) shared voting power with respect to 51,273 shares of common stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 224,627 shares of common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, is the beneficial owner of 163,568 shares of common stock as a result of its serving as investment manager of Australian investment offerings. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Consists of shares of common stock beneficially owned as of December 31, 2019 according to a Schedule 13G/A filed with the SEC by BlackRock Inc. (“BlackRock”) on February 10, 2020, reporting (i) sole voting power with respect to 12,748,860 shares of our common stock and (ii) sole dispositive power with respect to all 14,964,220 shares of our common stock. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.

(4)	Consists of (i) 611 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 , and (ii) 3,600 shares of common stock held by Mr. McDermott.

(5)	Consists of (i) 224,808 shares of common stock subject to stock options held by Mr. Donahoe that are exercisable within 60 days of March 31, 2020 , (ii) 17,895 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 , and (iii) 69,922 shares of common stock held by Mr. Donahoe.

(6)	Mr. Scarpelli resigned as CFO effective August 2019.

(7)	Consists of (i) 37,089 shares of common stock subject to stock options held by Mr. Desai that are exercisable within 60 days of March 31, 2020 , (ii) 17,923 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 , and (iii) 21,203 shares of common stock held by Mr. Desai.

(8)

Consists of (i) 2,750 shares of common stock subject to stock options held by Mr. Schneider that are exercisable within 60 days of March 31, 2020 , (ii) 18,509 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 , (iii) 190 shares of common stock held by Schneider 2001 Living Trust, of which Mr. Schneider is a Trustee, and (iv) 34,848 shares of common stock held by Mr. Schneider.

(9)	Consists of 11,240 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 .

(10)	Consists of (i) 76,000 shares of common stock held by the Luddy Family Dynasty Trust LLC, of which Mr. Luddy may be deemed to have voting and investment power, and (ii) 677,483 shares of common stock held by the Frederic B. Luddy Family Trust, of which Mr. Luddy is a trustee.

(11)	Consists of (i) 61,536 shares of common stock subject to stock options held by Mr. Miller that are exercisable within 60 days of March 31, 2020 , (ii) 54,040 shares of common stock held by the Miller Living Trust, dated July 7, 1985, of which Mr. Miller is co-trustee, and (iii) 1,770 shares of common stock held by Mr. Miller.

(12)	Consists of (i) 9,084 shares of common stock subject to stock options held by Ms. Sands that are exercisable within 60 days of March 31, 2020 , and (ii) 6,301 shares of common stock held by Ms. Sands.

(13)	Consists of (i) 975,529 shares of common stock, (ii) 335,267 shares of common stock subject to stock options that are exercisable within 60 days of March 31, 2020 , and (iii) 69,777 shares of common stock subject to RSUs that will vest and settle within 60 days of March 31, 2020 .

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•	Section 1 - Executive Summary

•	Section 2 - Compensation Philosophy and Objectives

•	Section 3 - Shareholder Engagement and Evolving Compensation Program

•	Section 4 - Compensation Governance Highlights and Elements of our 2019 Executive Compensation Program

•	Section 5 - 2019 Compensation Decisions

•	Section 6 - Other Compensation Policies and Information

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•	retain, motivate, attract and manage turnover of Named Executive Officers of outstanding ability and potential on our path to $10 billion in revenue and beyond;

•	demand and reward the achievement of key performance measures;

•	reinforce our values, which serve to motivate our leaders to deliver the highest level of company, team and individual performance;

•	discourage excessive risk taking; and

•	ensure that executive compensation is meaningfully related to the creation of long-term shareholder value.

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•	retain, motivate, attract and manage turnover of Named Executive Officers of outstanding ability and potential on our path to $10 billion in revenue and beyond;

•	demand and reward the achievement of key performance measures;

•	reinforce our values, which serve to motivate our leaders to deliver the highest level of company, team and individual performance;

•	discourage excessive risk taking; and

•	ensure that executive compensation is meaningfully related to the creation of long-term shareholder value.

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•	New Hire Compensation: Ensure sufficient disclosure is provided for compensation paid to new hires, and in particular the circumstances regarding compensation paid to our new CEO, Mr. McDermott (disclosed above under “— Executive Summary—New Executive Compensation to Ensure a Smooth Transition ”).

•	Forfeited Compensation: Ensure sufficient disclosure is provided for compensation that our previous CEO, Mr. Donahoe, forfeited as a result of resigning in November 2019 (disclosed above under “— New Executive Compensation to Ensure a Smooth Transition ”).

•	Performance Metrics: Enhance disclosure regarding the relevance of metric selections to the business and strategy, particularly NNACV (as disclosed below under “— Metric Selection: NNACV is a very effective indicator of Company performance and long-term growth” ).

•	LTI: Further enhance long-term alignment and ensure sufficient disclosure is provided to explain why an annual performance period is the best motivator and driver of shareholder value (as disclosed below under “— A one-year performance period is the best measurement period to drive shareholder value and motivate our Named Executive Officers” ).

•	Individual performance metric for cash incentive: Ensure sufficient disclosure of individual metrics of each Named Executive Officer (as disclosed below under “— 2019 Compensation Decisions ”)

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•	Be the trusted innovator for the C-Suite

◦	Elevate our relevance to the C-Suite through brand and product messaging initiatives

•	Engage Customers with a world-class Go-to-Market (“GTM”) machine

◦	Build foundations for GTM $10 billion+ in annual revenue

◦	Improve ease of doing business

•	Force multiply ServiceNow with industry/ ecosystem

◦	Accelerate our partners and vertical solutions

•	Create product experiences that people at work love

◦	Execute product innovation plan across three core workflows and platform

•	Teamwork makes the dream work

◦	Build a world class talent engine

◦	Innovate and execute at scale

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(1)	Mr. McDermott was appointed CEO in November 2019 and his 2019 Cash Incentive was prorated.

(2)	Messrs. Donahoe and Scarpelli were ineligible to receive their 2019 Cash Incentive because they resigned prior to the end of fiscal 2019.

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•	Assisted in reviewing and updating the compensation peer group;

•	Provided compensation data and analysis for similarly-situated Named Executive Officers at our compensation peer group companies;

•	Reviewed the short-term and long-term incentive compensation program practices for similarly-situated companies;

•	Advised regarding CEO pay ratio analysis and disclosure;

•	Advised regarding non-employee director compensation, including compensation data and analysis for our peer group companies and compensation limits;

•	Advised us in connection with our new CEO compensation package;

•	Advised us in connection with our shareholder outreach; and

•	Updated the Compensation Committee on emerging trends and best practices in the area of executive compensation.

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•	an initial annual base salary of $1,000,000 (subject to review by the Compensation Committee at least annually);

•	a target annual cash bonus opportunity of 150% of his base salary (based on his performance relative to one or more performance objectives established each year by the Compensation Committee); and

•	a fiscal year 2020 LTI award, granted at the same time that it grants fiscal year 2020 equity awards to other senior executives of the company, which consisted of:

▪

a PRSU award to acquire 39,137 shares of our common stock, which has a one-year performance period that ends on December 31, 2020 (subject to the same performance metrics as the PRSUs granted to our other executive officers). One-third of such award, to the extent earned, shall vest on February 17, 2021 and the remaining shall vest quarterly in equal installments over eight quarters commencing on May 17, 2021, subject to Mr. McDermott’s continued employment as our CEO on the applicable time-based vesting dates (the “2020 PRSU”).

▪	an RSU award to acquire 9,785 shares of our common stock, which shall vest quarterly in equal installments over 16 quarters commencing on May 17, 2020, subject to Mr. McDermott’s continued employment as our CEO on the applicable time-based vesting dates (the “2020 RSU”).

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New Hire Equity Award: an RSU award representing 63,925 shares of common stock, of which one-fifth of the shares subject to the RSU award shall vest on November 15, 2020, and the remaining shares subject to the RSU award shall vest in equal quarterly installments over the subsequent 16 quarters, subject to Mr. McDermott’s continued employment as our CEO on the applicable time-based vesting dates (the “New-Hire RSU”);

•	Additional RSU Award: in connection with Mr. McDermott’s purchase of $1,000,000 worth of shares of our common stock on the public market (the “Stock Purchase”), an RSU award representing 9,989 shares of common stock that vests 100% on November 15, 2020, subject to Mr. McDermott’s continued employment as our CEO on the applicable time-based vesting date (the “Additional RSU”);

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Performance-Based Stock Options: a stock option to purchase 160,646 shares of our common stock, which shall vest over five years only upon satisfaction of aggressive performance targets followed by additional time-based vesting requirements (the “New-Hire Option”). In order for this performance-based New-Hire Option to vest fully, the Company would need to create and maintain at least $25.1 billion in shareholder value (measured by market capitalization), raising the market capitalization from approximately $50.2 billion to approximately $75.3 billion.

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LTIP Make-Whole Payments: Mr. McDermott has vested in the right, and expects to receive certain payments under a long-term incentive plan from his previous employer over the next four years. Mr. McDermott’s previous employer is obligated to make such payments in annual installment over the four-year period. Should Mr. McDermott’s previous employer not make the required payments within thirty (30) days, after a formal demand by Mr. McDermott to ServiceNow for payment, ServiceNow shall pay Mr. McDermott a cash amount equal to the difference between the specific payments required to be made to Mr. McDermott and the amount actually received by Mr. McDermott, such payments not to exceed $21,115,498 in the aggregate;

•	Additional Payment: an aggregate cash payment of approximately $1,554,332 as compensation for benefits Mr. McDermott forgone by leaving his employment with his previous employer prior to December 31, 2019 and commencing his employment with us prior to January 1, 2020; and

•

Non-competition Make-Whole Payment: a payment of $3,900,000 to restore the benefit to Mr. McDermott of a payment that his prior employer refused to make as compensation for certain non-competition undertakings. Pursuant to the Amendment, the Company agreed to the Non-competition Make-Whole Payment in the interest of avoiding the distraction of Mr. McDermott trying to resolve this situation with his prior employer, so that he could continue to devote his time and attention to aggressively pursue the Company’s growth strategy. The Amendment provides the total of the Non-competition Make-Whole Payment and any and all LTIP Make-Whole Payments will not exceed $21,115,498 in the aggregate. For avoidance of doubt, in the event that there is a shortfall on the LTIP Make-Whole Payments from Mr. McDermott’s prior employer and the Company is required to make LTIP Make-Whole Payments, the total of such payments, together with the Non-Competition Make-Whole Payment shall not exceed $21,115,498.

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•	a lump sum payment equal to his then-annual base salary for a period of six months from the date of termination;

•	any portion of his annual target bonus opportunity that he would have received had he been employed on the last day of the fiscal year in which the termination of employment occurs pro-rated for a six-month period; and

•

health insurance premiums for himself and his eligible dependents under our group health insurance plans as provided under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, until the earliest of (i) the close of the six-month period commencing on the date of his termination of employment, (ii) the expiration of his eligibility for continued coverage under COBRA or (iii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

•	a lump-sum payment equal to his then-annual base salary for a period of six months from the date of termination;

•	his annual target bonus opportunity without regard to achievement of any corporate performance goals; and

•

health insurance premiums for himself and his eligible dependents under our group health insurance plans as provided under COBRA until the earliest of (i) the close of the six-month period commencing on the date of his termination of employment, (ii) the expiration of his eligibility for continued coverage under COBRA or (iii) the date when he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

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•	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 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 (1) target, or (2) actual commission earnings, prorated for date of death; provided , if target commission has already been earned for the year, no additional commissions will be paid;

•	health insurance premiums for the employee’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 employee’s death; and

•	the immediate vesting of the employee’s then-unvested shares of our common stock subject to outstanding equity awards, up to maximum value of $5,000,000, calculated as the fair market value per share minus the exercise price per share (if any), multiplied by the number of shares being accelerated.

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(1)

The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs, PRSUs and stock options to purchase shares of our common stock, respectively, granted to the Named Executive Officers, as computed in accordance with FASB 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, the Black-Scholes options pricing model is used to calculate the fair value of stock option grants with only service-based vesting conditions and a Monte Carlo simulation is used to calculate the fair value of stock option grants with both service- and market-based vesting conditions as disclosed in Notes 2 and 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019 . 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 Named Executive Officers from the equity awards. The amounts reported for the PRSUs assume the probable outcome of the applicable performance conditions at the grant date (i.e. based on 100% of target level performance). If the PRSUs were instead valued based on the maximum outcome of the applicable performance condition (i.e. based on 120% of target level performance), the total amount for the PRSU awards reported in this column for 2019 would increase as follows: Mr. Donahoe, from $ 14,601,800 to $26,283,381 ; Mr. Scarpelli, from $ 7,536,489 to $13,565,820 ; Mr. Desai, from $ 7,536,489 to $13,565,820 ; Mr. Schneider, from $ 7,536,489 to $13,565,820 ; and Ms. Wadors, from $ 3,768,244 to $6,783,028 . Based on a 97.7% achievement as determined by the Compensation Committee in January 2020, the total amount for the PRSU awards received versus reported in this column for 2019 decreased as follows: Mr. Donahoe, from $ 14,601,800 to $13,772,547 ; Mr. Scarpelli, from $ 7,536,489 to $ 7,108,487 ; Mr. Desai, from $ 7,536,489 to $7,108,487 ; Mr. Schneider, from $ 7,536,489 to $7,108,487 ; and Ms. Wadors, from $ 3,768,244 to $3,554,244 .

(2)

The amounts reported in the Non-Equity Incentive Plan Compensation column for 2018 and 2017 represent the annual sum of the quarterly cash bonuses paid to the Named Executive Officers under our bonus plan. The amounts reported in the Non-Equity Incentive Plan Compensation column for 2019 represent annual cash bonuses paid to the Named Executive Officers as described under “ Compensation Discussion and Analysis—2019 Cash Incentive Results ” above.

(3)

Amounts reported for 2017 include a tax gross-up received by each of Messrs. Donahoe, Scarpelli, and Schneider in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $8,593, $6,520, and $4,297, respectively. Amounts reported for 2018 include a tax gross-up received by each of Messrs. Donahoe and Schneider and Ms. Wadors in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $10,195, $5,098 and $10,195, respectively. Amounts reported for 2019 include (i) a tax gross-up received by Messrs. Donahoe, Desai and Schneider in connection with such executive officer’s attendance at a Company-sponsored trip in the amount of $ 4,116 , $ 8,232 , and $ 1,029 , respectively, and (ii) for each Named Executive Officer other than Mr. McDermott, matching contributions under our 401(k) Plan in the amount of $2,000.

(4)	Mr. McDermott became our President and CEO effective November 15, 2019 and was not a Named Executive Officer in 2018 and 2017. Please see “ Compensation Discussion and Analysis—New Executive Compensation to Ensure a Smooth Transition ” above for more information about Mr. McDermott’s new-hire compensation components disclosed herein.

(5)

As described under “ Compensation Discussion and Analysis—New Executive Compensation to Ensure a Smooth Transition” above, these options will vest only if challenging performance metrics are met. During the first 30 months of Mr. McDermott’s employment, the options will vest only if the average closing stock price is 25 percent higher than $266.31 for the 20-business day period before the time-based vesting date. This would represent an increase of over $12.6 billion to the Company’s market capitalization from the date of grant. During the second 30 months of Mr. McDermott’s employment, the options will vest only if the average closing stock price is 50 percent higher than $266.31 for the 20-business day period before the time-based vesting date. This would represent an increase of over $25.1 billion to the Company’s market capitalization from the date of grant.

(6)

This amount represents the aggregate of additional cash payments made to Mr. McDermott for foregoing certain payments from his previous employer in connection with his early termination of such previous employment and commencement of his employment with us prior to January 1, 2020, which includes the following forfeited payments or equity, as applicable: (i) $62,500 pro-rated base salary, (ii) $316,455 cash bonus target, (iii) $1,055,732 in RSUs and PRSUs and (vi) $119,645 executive capital accumulation plan.

(8)	Due to Mr. Donahoe’s decision to not stand for re-election at the Annual Meeting, he is expected to forfeit an aggregate grant date fair value of $10,543,998 of his 2019 LTI Eligible Shares as determined by the Compensation Committee in January 2020 and his 2019 RSU award.

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(9)	Messrs. Donahoe and Scarpelli were ineligible to receive their 2019 Cash Incentive because they resigned prior to the end of fiscal 2019.

(10)

Amount also includes $ 1,296,349 , which represents the value between the exercise price and the fair value as of December 31, 2019 of the portion of Mr. Donahoe’s new-hire option award granted March 6, 2017 that continued to vest in December 2019. In November 2019, the Compensation Committee clarified that for vesting purposes under Mr. Donahoe’s new-hire option and new-hire RSU, Mr. Donahoe’s continuing employment with the Company until December 31, 2019 as a special advisor to the CEO shall be deemed to be continued employment as CEO. No additional shares vested under Mr. Donahoe’s new-hire RSU. As of December 31, 2019, all unvested shares under both his new-hire option and new-hire RSU were forfeited as a result of his resignation as CEO in November 2019.

(11)	Mr. Donahoe was appointed as our CEO on April 3, 2017. The amounts reported for Mr. Donahoe have been pro-rated to reflect his period of employment during 2017.

(12)	Mr. Scarpelli resigned as our CFO, effect August 15, 2019. The amount reported for Mr. Scarpelli have been pro-rated to reflect his period of employment during 2019.

(13)	Mr. Scarpelli was ineligible to receive his 2019 LTI Eligible Shares because of his resignation effective August 15, 2019. Mr. Scarpelli forfeited an aggregate grant date fair value of $ 8,757,373 of his 2019 LTI Eligible Shares as determined by the Compensation Committee in January 2020 and 2019 RSU award.

(14)	Ms. Wadors joined ServiceNow in 2017 and was not a Named Executive Officer in 2017.

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(1)

Represents the amounts that the Named Executive Officers were eligible to receive under our 2019 Cash Incentive upon the achievement of performance targets established by the Compensation Committee. Mr. McDermott’s eligible bonus under the 2019 Cash Incentive was pro-rated based on the number of days he was employed in 2019. For more information, see “ Compensation Discussion and Analysis—2019 Compensation Decisions—Performance-Based Cash Incentive .” The actual amounts earned by and paid to the Named Executive Officers for 2019 are set forth in the “ 2019 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 Named Executive Officers during 2019 . The columns show the number of shares of common stock that would have been eligible to vest at threshold, target and maximum levels of performance. At the threshold level of performance, 50% of the total shares of common stock subject to the PRSU awards would have been eligible to vest; at the target level of performance, 100% of the shares of common stock subject to the PRSU awards would have been eligible to vest; and at the maximum level of performance, 180% of the shares of common stock subject

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(3)

The amounts reported in this column represent the grant date fair value of the RSUs, target PRSUs and options granted to the Named Executive Officers, as computed in accordance with FASB 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, the Black-Scholes options pricing model is used to calculate the fair value of stock option grants with only service-based vesting conditions and a Monte Carlo simulation is used to calculate the fair value of stock option grants with both service- and market-based vesting conditions as disclosed in Notes 2 and 14 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019 . 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 Named Executive Officers from the awards.

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(1)	The market value of shares is based on the closing price of our common stock on December 31, 2019 of $282.32 .

(2)

This stock option award was granted on November 18, 2019 and vests as to 20% of the shares on November 15, 2020, and the remaining shares subject to the award will vest in equal monthly installments over the subsequent 48 months, subject to continued service as our CEO on the applicable time-based vesting dates and the satisfaction of the performance conditions described in the section above titled “ Employment Arrangements with Named Executive Officers. ”

(3)	This RSU award was granted on November 18, 2019 and vests as to 20% of the shares on November 15, 2020 and in equal quarterly installments over the subsequent 16 quarters, subject to continued employment as CEO on the applicable vesting dates.

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(4)	This RSU award was granted on November 18, 2019 in connection with the purchase of $1,000,000 worth of shares of our common stock on the public market, and vests as to 100% of the shares on November 15, 2020, subject to continued employment as CEO on such date.

(5)

This stock option award was granted on March 6, 2017 and vested as to 20% of the shares on February 17, 2018. The remaining shares subject to the award were subject to vesting in equal monthly installments over the subsequent 48 months, subject to continued service as our CEO on the applicable time-based vesting dates and the satisfaction of the performance conditions. Due to Mr. Donahoe’s termination of employment effective December 31, 2019, Mr. Donahoe forfeited all remaining unvested shares as of such date.

(6)	This RSU award was granted on February 12, 2019 and vests quarterly over 4 years, with the first 6.25% of the shares vesting on May 12, 2019, subject to continued service with us on each such date.

(7)

This PRSU award was granted on February 7, 2018 and represents the shares eligible to vest following the Compensation Committee’s final determination in January 2019 of performance against the applicable NNACV target for 2018. The Eligible Shares underlying this award vested as to 33.3% of the shares on February 7, 2019, with the remaining shares vesting in equal quarterly installments thereafter through February 7, 2021, subject to continued service with us on each such date.

(8)

This PRSU award was granted on February 12, 2019 and represents the maximum number of shares subject to PRSUs outstanding as of December 31, 2019. In January 2020, the Compensation Committee determined the actual number of Eligible Shares to vest based on our 2019 performance as follows: Mr. Donahoe: 58,694 Eligible Shares; each of Messrs. Desai and Schneider: 30,294 Eligible Shares; and Ms. Wadors: 15,147 Eligible Shares. Mr. Scarpelli forfeited all shares due to his termination in 2019. Due to Mr. Donahoe’s termination as a director as of the 2020 Annual Meeting, Mr. Donahoe will forfeit 34,239 Eligible Shares. For additional information, see “ Compensation Discussion and Analysis—2019 Compensation Decisions ” above. The Eligible Shares underlying this award vested as to 33.3% of the shares on February 12, 2020, with the remaining shares vesting in equal quarterly installments thereafter through February 12, 2022, subject to continued service with us on each such date.

(9)	This stock option was granted on January 17, 2017 and vested as to 25% of the shares on December 12, 2017. The remaining shares subject to the award will continue to vest monthly thereafter over the next three years, subject to continued service with us on each such vesting date.

(10)	This RSU award was granted on January 17, 2017 and vested as to 25% of the shares on February 17, 2018, with the remaining shares subject to the award to vest quarterly thereafter over the next three years, subject to continued service with us on each such vesting date.

(11)	This stock option was granted on February 7, 2013 and is fully vested.

(12)	This RSU award was granted on August 12, 2016 and vests quarterly over 3.75 years, with the first 6.25% of the shares vesting on the date of grant, subject to continued service with us on each such date.

(13)	This RSU award was granted on September 18, 2017 and vests quarterly over three years beginning on November 17, 2017, subject to continued service with us on each such date.

(14)

This PRSU award was granted on September 18, 2017 and represents the shares eligible to vest following the Compensation Committee’s final determination in January 2018 of performance against the applicable NNACV target for 2017. The eligible shares underlying this award vested as to 33.3% of the shares on February 17, 2018, and quarterly thereafter over the next eight quarters, subject to continued service with us on each such date.

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(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.

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(1)	The value of accelerated vesting is calculated based on the closing price of our common stock on the NYSE as of December 31, 2019 , which was $282.32 , less, if applicable, the exercise price of each outstanding stock option. The value of accelerated vesting for PRSUs for which achievement had not yet been determined is calculated based on achievement at target levels.

(2)

Assumes that awards are substituted, continued or assumed in connection with the change in control. Pursuant to our equity plan, an outstanding award held by a service provider will accelerate in full if it is not continued, assumed or substituted with an equivalent award in connection with a change in control. If Mr. McDermott’s New-Hire RSU, Additional RSU and/or New-Hire Option are not assumed in a change in control, then the vesting of the New-Hire RSU and the Additional RSU will accelerate in full, the New-Hire Option will accelerate in full to the extent the applicable Performance Conditions are achieved upon the change in control. For a complete discussion of Mr. McDermott post-employment compensation, see section titled “ Mr. McDermott’s Post-Employment Compensation. ”

(3)	Based on Performance Conditions not being achieved as of December 31, 2019 for the New-Hire Option.

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(1)

This number includes 352,415 shares of common stock subject to stock options outstanding and no shares of common stock subject to RSU awards outstanding under our 2005 Stock Plan, and 801,207 shares of common stock subject to stock options outstanding and 8,732,597 shares of common stock subject to RSU and PRSU awards outstanding under our 2012 Equity Incentive Plan. The number of shares subject to PRSU awards outstanding in the table above reflects shares eligible to vest based on actual achievement for PRSU awards for which the performance achievement had been determined as of December 31, 2019, and shares that would be eligible to vest at 100% of target for PRSU awards for which the performance achievement had not yet been determined as of December 31, 2019. This number excludes purchase rights accruing under our 2012 Employee Stock Purchase Plan.

(2)	The weighted-average exercise price relates solely to shares subject to outstanding stock options because shares subject to RSU and PRSU awards have no exercise price.

(3)

Represents 29,640,757 shares remaining available for future issuance under our 2012 Equity Incentive Plan and 10,196,414 shares remaining available for future issuance under our 2012 Employee Stock Purchase Plan, including shares subject to purchase during the current purchase period. The number of shares reserved for issuance under our 2012 Employee Stock Purchase Plan will increase automatically on January 1 of each year, from January 1, 2013 through January 1, 2022, by the lower of 1% of the total number of shares of the common stock outstanding on December 31 of the preceding year or such lower number as determined by our Board of Directors. There are no longer any automatic increase provisions under the 2012 Equity Incentive Plan. No shares are available for future issuance under our 2005 Stock Plan.

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