ServiceNow management check
NOW · Information Technology · Systems Software · CEO William R McDermott
Filings as of
3 good · 1 to watch · 3 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $139, against $227 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.59 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Watch
What does the CEO cost owners?
2.9% of net income$51.6m of reported pay in fiscal 2025, against $1.7bn of net income.
- Flag
Do they own the stock?
CEO stake ≈ 0.4 years of payThe CEO holds 186,435 shares, directly or through trusts (unvested awards not counted): about 0.4 years of pay. 5 insiders sold $4.6m in the last six months and none bought. 5 of 10 sales ran on pre-arranged 10b5-1 plans.
- Flag
Are owners being diluted?
Share count growingDiluted shares changed +0.9% a year over the last three fiscal years. Stock-based pay was 14.7% of revenue in the latest year.
- Good
Is leadership stable?
7 leadership filings in 3 yearsCEO in the pay table: Mr. McDermott. 7 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2022.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Information Technology.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 2 | 33 | |
| Pay for performance | 79 | 87 | |
| CEO cost | 11 | 35 | |
| Skin in the game | 0 | 47 | |
| Dilution | 20 | 56 | |
| Stable leadership | 90 | 85 | |
| Clean books | 100 | 100 |
Closest peers
Others in Systems Software, by management score. ServiceNow is 65th of 73 in its sector.
- 63FTNTFortinet79
- 212MSFTMicrosoft68
- 346GENGen Digital58
- 351PANWPalo Alto Networks58
- 378CRWDCrowdStrike56
- 459NOWServiceNow43
- 485TWLOTwilio30
Pay versus performance
From the proxy statement filed April 6, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. McDermott | $51.6m | −$83.3m | $18.6m | $139 | $227 | $1.7bn |
| 2024 | — | $37.6m | $202.0m | $20.6m | $193 | $202 | $1.4bn |
| 2023 | — | $37.6m | $184.8m | $15.9m | $128 | $171 | $1.7bn |
| 2022 | — | $38.5m | −$76.3m | $13.6m | $71 | $109 | $325.0m |
| 2021 | — | $165.8m | $136.2m | $27.6m | $118 | $150 | $230.0m |
The board says pay is tied most to non-GAAP subscription revenues. Its other key measures: non-GAAP subscription revenues;, non-GAAP operating margin;, NNACV; and•rTSR..
Insiders and the CEO's stake
William R McDermott (Chairman & CEO) held 186,435 shares directly after their latest Form 4 on Aug 17, 2026, roughly $21.9m at that filing's price.
5 insiders sold $4.6m in the last six months and none bought. 5 of 10 sales ran on pre-arranged 10b5-1 plans.
- SoldJacqueline P CanneyChief People & AI Enblmt. Off.$1.9mAug 28, 2026
- SoldAnita M SandsDirector$1.5mMay 14, 2026
- SoldPaul Edward ChamberlainDirector$685kAug 27, 2026
- SoldPaul FippsPresident, Global Customer Ops$418kAug 31, 2026
Leadership and governance on file
- May 22, 2026Leadership change8-K 5.02
- Feb 11, 2026Leadership change8-K 5.02
- Dec 23, 2025Leadership change8-K 5.02
- Apr 23, 2025Leadership change8-K 5.02
- Dec 27, 2024Leadership change8-K 5.02
- Oct 23, 2024Leadership change8-K 5.02
- Jul 24, 2024Leadership change8-K 5.02
- Jun 2, 2023Leadership change8-K 5.02
- Apr 26, 2023Leadership change8-K 5.02
- Jan 25, 2023Leadership change8-K 5.02
Latest shareholder vote results: May 22, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $3.1bn returned to owners in buybacks and dividends, 56% of net income, and $7.8bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $5.9bn | $7.2bn | $9.0bn | $11.0bn | $13.3bn |
| Net income | $230.0m | $325.0m | $1.7bn | $1.4bn | $1.7bn |
| Stock-based pay | $1.1bn | $1.4bn | $1.6bn | $1.7bn | $2.0bn |
| Buybacks | $0 | $0 | $538.0m | $696.0m | $1.8bn |
| Dividends | — | — | — | — | — |
| Diluted shares | 203m | 204m | 1028m | 1042m | 1047m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.