Servicenow, Inc. · NYSE:NOW
Servicenow — Proxy Contest (May 2021)
14 slides from Servicenow's proxy contest presentation, May 25, 2021
Slide 1: Shareholder Engagement
Shareholder Engagement May 25, 2021
Slide 2: Safe Harbor
Safe Harbor This presentation contains “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed strategy, future operations, financin
Slide 3: Executive Summary
Executive Summary Business and Performance o We achieved strong results in 2020 through the challenging COVID-19 environment and continued to demonstrate year- over-year growth and superior shareholder returns • COVID-19 caused unprecedented disruption to the global economy and struck the industries
Slide 4: ServiceNow: We make the world of work, work better for people
ServiceNow: We make the world of work, work better for people As the control tower for digital transformation, we are the platform of platforms, delivering digital workflows that create great experiences and unlock productivity Now Platform®: The platform of platforms for the digital transformation
Slide 5: Success with our customers drives superior returns amid challenging environment in 2020
Success with our customers drives superior returns amid challenging environment in 2020 • Execution against our defined strategic priorities continues to result in year-over-year growth and superior shareholder returns. • We are well positioned on our path to becoming a $15+ billion annual revenue c
Slide 6: 2020 Compensation Program Overview
2020 Compensation Program Overview Executive compensation program strongly linked to financial and operational performance to align compensation with short- and long-term shareholder value creation and evolves based on shareholder feedback and our business and operating goals Pay Short- and Long-Ter
Slide 7: 2020 Mid-Year Target Modifications
2020 Mid-Year Target Modifications • Designed to attract, retain and motivate top talent during a challenging COVID-19 environment • Aligned with modified external guidance and modified internal financial plan to help ensure pay for performance so that executives are compensated for their specific p
Slide 8: Engagement Informed Recent Compensation Changes
Engagement Informed Recent Compensation Changes As a fast-growing, dynamic company, we review our compensation program annually to best reflect our long-term strategy, and to consider the perspectives and feedback of our shareholders In response to shareholder feedback, we have made several changes
Slide 9: 2021 EIP and A&R 2012 ESPP
2021 Equity Incentive Plan ! Existing plan expires in April 2022 ! Commitment to frequent input from our shareholders on our equity usage: Proposed share pool expected to meet our needs for Amended and Restated 2012 Employee Stock Purchase Plan 2021 EIP ~2-3 years ! Engagement and good corporate ! E
Slide 10: Board Diversity
Board Diversity The Board maintains a deliberate refreshment process that ensures a balanced and diverse Board collectively equipped with the experience necessary to provide thoughtful independent oversight and diverse perspectives Tenure Independence Bill McDermott President & CEO Fred Luddy * Foun
Slide 11: Our Global Impact Strategy
Our Global Impact Strategy Workflow a better world IT Employee Customer Creator Workflows Workflows Changing the world one workflow at a time on the Now Platform Workflows Workflows Sustaining our planet Creating equitable opportunity Acting with integrity Champion a resource efficient, Make work mo
Slide 12: We Value Your Support
We Value Your Support Compensation Program and Target Modifications Align with Value Creation Strategy ServiceNow v Executive compensation program tightly aligned to financial and operational performance and shareholder value creation Management Recommendations for − 2020 CEO and other NEO target co
Slide 13: Appendix
Appendix now.
Slide 14: Managed to lower shareholder dilution, burn rate and SBC expense over the last few years
Managed to lower shareholder dilution, burn rate and SBC expense over the last few years Dilution Gross Burn Rate SBC Expense % of Revenue impact of 3.7% warrants 4.1% 21% 21% 19% 19% 3.0% 2.9% 2.2% 2.2% 1.9% 1.6% 1.9% 1.2% 1.5% 1.0% 2017 2018 2019 2020 2017 2018 2019 2020 2017 2018 2019 2020 Diluti