Form 4: ServiceNow General Counsel's Performance Stock Options Advance Towards Vesting

ServiceNow's General Counsel, Russell S. Elmer, has met a key subscription revenue performance metric for a tranche of his performance stock options, moving closer to potential vesting.

Summary

• Russell S. Elmer, General Counsel of ServiceNow, Inc. (NOW), reported a change in beneficial ownership related to his Performance Stock Option (PSO).
• The PSO was originally granted on December 13, 2021, and consists of eight separate tranches.
• Each tranche requires the achievement of both subscription revenue and stock price performance metrics, in addition to service requirements, to vest.
• The overall performance period for the PSO ends on September 30, 2026.
• On July 24, 2025, ServiceNow's Compensation Committee certified the achievement of the subscription revenue metric for Tranche Five of the PSO.
• Despite meeting this revenue metric, the 3,915 shares associated with Tranche Five have not yet vested.
• Vesting for Tranche Five is contingent upon the certification of the applicable stock price metric and Russell S. Elmer remaining an employee of ServiceNow on the vesting date.
• As of July 24, 2025, 15,660 of the options are fully vested and remain exercisable.
• Following this reported event, Russell S. Elmer beneficially owns 19,575 derivative securities (options).

Sentiment

Score: 7

Explanation: The filing indicates a positive step for the executive's compensation, as a key performance metric for a significant tranche of options was met. This also suggests the company is performing well against its internal revenue targets. However, the options are not yet fully vested, introducing some remaining uncertainty.

Positives

• The Compensation Committee certified the achievement of the subscription revenue metric for Tranche Five of the Performance Stock Option, indicating strong internal performance against a key business target.

Negatives

• The 3,915 shares for Tranche Five have not yet vested, requiring the additional certification of a stock price metric and continued employment.
• The full value of the options is not realized until all vesting conditions are met.

Risks

• The shares for Tranche Five may not vest if the applicable stock price metric is not certified.
• The shares may not vest if the Reporting Person is not an employee of the Issuer on the vesting date.

Future Outlook

The 3,915 options from Tranche Five are now closer to vesting, contingent upon the certification of the stock price performance metric and the Reporting Person's continued employment with ServiceNow until the vesting date. The overall performance period for the PSO extends until September 30, 2026.

Industry Context

This filing reflects a standard practice in executive compensation within the technology sector, where performance-based stock options are used to align executive incentives with company growth and shareholder value. The certification of a subscription revenue metric indicates the company is meeting internal operational targets, which is a positive signal for its core business model.

Corporate Governance

Stakeholder Impact

• Shareholders: The certification of a subscription revenue metric for executive compensation suggests the company is meeting internal operational goals, which could be viewed positively as an indicator of business performance.
• Employees: The update pertains to executive compensation, but the structure of performance-based options is a common incentive mechanism across various employee levels in the tech industry.

Next Steps

• Certification of the applicable stock price metric for Tranche Five.
• Actual vesting of the 3,915 shares from Tranche Five, contingent on continued employment.

Key Dates

Keywords

ServiceNow, NOW, SEC Form 4, Performance Stock Option, Executive Compensation, Insider Ownership, Stock Options, Corporate Governance, Employee Benefits