Summary
ServiceNow, Inc. (NOW) filed an 8-K report on November 19, 2013, to announce a key change in its Board of Directors. The company expanded its board from eight to nine members and elected Charles Giancarlo as a Class II director, effective November 19, 2013. Mr. Giancarlo brings extensive experience from his tenure at Cisco Systems and his current role as a managing director at Silver Lake Partners, a prominent technology-focused investment firm. His appointment is expected to strengthen the board's strategic oversight, particularly given ServiceNow's position in the growing IT service management market.
Key Highlights
- 1ServiceNow expanded its Board of Directors from eight to nine members.
- 2Charles Giancarlo was elected as a new Class II director, effective November 19, 2013.
- 3Mr. Giancarlo has significant experience in the technology sector, including senior executive roles at Cisco Systems and his current position at Silver Lake Partners.
- 4The company will disclose any committee appointments for Mr. Giancarlo via an amendment to this filing.
- 5New non-employee directors, including Mr. Giancarlo, will be compensated according to a newly adopted policy.
- 6This compensation includes annual retainer fees, equity awards (stock options and RSUs) with a significant initial grant value, and reimbursement for expenses.
- 7Mr. Giancarlo's initial equity awards will vest over three years, with subsequent annual awards also vesting over three years or by the next annual meeting.
Frequently Asked Questions
Charles Giancarlo is a seasoned executive with deep experience in the technology industry. He previously held senior roles at Cisco Systems and is currently a managing director at Silver Lake Partners, a major technology investment firm. His appointment to ServiceNow's board is significant as it adds considerable expertise in technology strategy, operations, and investment, which can provide valuable guidance to the company as it continues to grow.
Mr. Giancarlo will be compensated under ServiceNow's Non-Employee Director Compensation Policy. This includes an annual cash retainer, potential additional retainers for committee chairs (though his committee assignments are not yet determined), and substantial equity awards. His initial award will consist of stock options and restricted stock units (RSUs) valued at $350,000 each, vesting over three years. He will also receive annual equity grants thereafter and reimbursement for travel expenses.
Mr. Giancarlo's initial equity awards (stock options and RSUs) are scheduled for grant on December 7, 2013, and will vest in equal monthly installments over three years for options and equal annual installments over three years for RSUs, provided he continues to serve the company. Following this, he will receive annual equity awards that vest in full on the earlier of the one-year anniversary of the grant date or the subsequent annual meeting of stockholders.
As of this filing, Mr. Giancarlo had not yet been appointed to any standing committees of the Board. ServiceNow stated that it would file an amendment to this 8-K to disclose any such committee appointments once they are made.