Summary
This filing is an amendment to ServiceNow, Inc.'s (NOW) 2013 Annual Report. It primarily focuses on corporate governance, director information, and executive compensation details for the fiscal year ending December 31, 2013. Key information includes details on board composition, director qualifications, nomination processes, and the compensation structure for Named Executive Officers (NEOs). It also touches upon recent corporate governance changes such as the adoption of stock ownership guidelines and a compensation recovery policy in 2014, and notes the departure of a director from the board, which was not due to any disagreement. For investors, the compensation details reveal a structure heavily reliant on equity-based awards (stock options and RSUs) alongside base salaries and performance-based cash bonuses. The report details the rationale behind the compensation philosophy, aiming to attract, retain, and motivate executives while aligning their interests with stockholders. Significant equity grants were made in 2013, with vesting schedules designed for long-term retention. Severance and change-in-control provisions are also outlined, indicating potential payouts to executives under specific circumstances.
Financial Highlights
54 data points| Revenue | $424.65M |
| Cost of Revenue | $155.26M |
| Gross Profit | $269.39M |
| R&D Expenses | $78.68M |
| Operating Expenses | $335.66M |
| Operating Income | -$66.27M |
| Interest Expense | $3.50M |
| Net Income | -$73.71M |
| EPS (Basic) | $-0.11 |
| EPS (Diluted) | $-0.11 |
| Shares Outstanding (Basic) | 677.08M |
| Shares Outstanding (Diluted) | 677.08M |
Key Highlights
- 1Frank Slootman, CEO, had his employment agreement extended by three years.
- 2Charles E. Noell, III, a Board Director, will not stand for re-election at the 2014 Annual Meeting.
- 3The company's nominating and corporate governance committee has a process for considering stockholder recommendations for director candidates.
- 4The Board of Directors comprises nine individuals with diverse backgrounds in business, finance, and technology.
- 5For 2013, Named Executive Officers (NEOs) received base salaries, quarterly cash bonuses (averaging 120% of target), and significant equity awards (stock options and RSUs).
- 6In 2014, the company introduced performance-based RSUs and adopted stock ownership guidelines for directors and executives.
- 7Detailed information on executive compensation elements, including stock option and RSU grants, vesting schedules, and severance packages, is provided.