Form 4: ServiceNow CFO Gina Mastantuono Performance Option Update
Statement of Changes in Beneficial Ownership
ServiceNow President and CFO Gina Mastantuono achieved the subscription revenue performance metric for Tranche Six of her 2021 performance stock option grant.
Summary
- On April 29, 2026, the ServiceNow Compensation Committee certified that the subscription revenue performance metric for Tranche Six of the Performance Stock Option (PSO) granted to Gina Mastantuono on December 13, 2021, has been met.
- The grant involves 39,155 options associated with this specific tranche.
- Vesting of these options remains contingent upon the certification of a stock price performance metric and continued employment.
- As of April 29, 2026, the reporting person holds 156,620 fully vested and exercisable options.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral administrative filing confirming the progress of existing executive compensation plans without signaling immediate market-moving changes.
Positives
- Achievement of the subscription revenue performance metric for Tranche Six of the PSO indicates strong underlying business growth for ServiceNow.
Negatives
- The options have not yet vested, as they remain subject to additional stock price performance hurdles and continued service requirements.
Risks
- Vesting is not guaranteed; it depends on the future certification of stock price performance metrics.
- The reporting person must remain an employee of the issuer on the vesting date to receive the shares.
Future Outlook
The performance period for the PSO concludes on September 30, 2026. Vesting of Tranche Six remains subject to the certification of stock price performance metrics.
Management Comments
- The filing notes that the Compensation Committee certified the achievement of the subscription revenue metric for Tranche Six.
Industry Context
StockSavvy.ai notes that performance-based equity grants are standard in the software-as-a-service (SaaS) sector to align executive incentives with long-term subscription revenue growth and shareholder value.
Comparison to Industry Standards
- The use of multi-tranche performance stock options with dual revenue and stock price hurdles is consistent with compensation structures at large-cap technology firms like Salesforce, Workday, and Adobe.
Stakeholder Impact
- Shareholders should note the continued alignment of executive compensation with subscription revenue growth.
Next Steps
- Certification of the applicable stock price metric for Tranche Six.
- Finalization of the performance period ending September 30, 2026.
Key Dates
| Date | Description |
|---|---|
| 2021-12-13 | Original grant date of the Performance Stock Option (PSO). |
| 2026-04-21 | Date of Power of Attorney document. |
| 2026-04-29 | Date of transaction/certification of performance metric. |
| 2026-05-01 | Filing date of the Form 4. |
| 2026-09-30 | End of the performance period for the PSO. |
| 2031-12-13 | Expiration date of the stock options. |
Keywords
ServiceNow, NOW, Form 4, Insider Trading, Executive Compensation, Performance Stock Options, Gina Mastantuono
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