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AI English summary of an SEC filing — figures as filed

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The company said it entered into amendments to employment agreements with William R. McDermott, Chairman and Chief Executive Officer; Gina Mastantuono, Chief Financial Officer; and Jaqueline Canney, Chief People Officer, on December 24, 2024. The amendments take effect on January 1, 2025 and incorporate the terms of the new Executive Severance Policy.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it entered into amendments to employment agreements with William R. McDermott, Chairman and Chief Executive Officer; Gina Mastantuono, Chief Financial Officer; and Jaqueline Canney, Chief People Officer, on December 24, 2024. The amendments take effect on January 1, 2025 and incorporate the terms of the new Executive Severance Policy.

  2. ServiceNow said the Eligible Employees include the CEO, executive officers who report directly to the CEO, and any employee whose employment agreement states that the Policy applies. They may receive certain severance payments and benefits upon a Qualifying Termination, subject to a release of claims within the time set by the Policy.

  3. The company said that non-CEO Eligible Employees who incur a Qualifying Termination within 3 months before or 12 months after a Change in Control will receive a lump sum equal to 1.5 times the sum of base salary and Target Bonus, plus a lump sum covering 18 months of COBRA costs. Unvested RSUs and PRSUs vest immediately at 100%, and PRSUs vest based on actual performance.

  4. The company said the CEO who incurs a Qualifying Termination within 3 months before or 12 months after a Change in Control will receive a lump sum equal to 2 times the sum of base salary and Target Bonus, plus a lump sum covering 24 months of COBRA costs. For a Qualifying Termination not related to a Change in Control, the CEO receives a lump sum of base salary and a lump sum covering 12 months of COBRA costs, among other benefits.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Employment Agreement Amendments and New Executive Severance Policy

The company said it entered into amendments to employment agreements with William R. McDermott, Chairman and Chief Executive Officer; Gina Mastantuono, Chief Financial Officer; and Jaqueline Canney, Chief People Officer, on December 24, 2024. The amendments take effect on January 1, 2025 and incorporate the terms of the new Executive Severance Policy.

Source · Based on the filing body and exhibits

Policy Coverage and Eligibility Requirements

ServiceNow said the Eligible Employees include the CEO, executive officers who report directly to the CEO, and any employee whose employment agreement states that the Policy applies. They may receive certain severance payments and benefits upon a Qualifying Termination, subject to a release of claims within the time set by the Policy.

Source · Based on the filing body and exhibits

Non-CEO Severance Tied to Change in Control

The company said that non-CEO Eligible Employees who incur a Qualifying Termination within 3 months before or 12 months after a Change in Control will receive a lump sum equal to 1.5 times the sum of base salary and Target Bonus, plus a lump sum covering 18 months of COBRA costs. Unvested RSUs and PRSUs vest immediately at 100%, and PRSUs vest based on actual performance.

Source · Based on the filing body and exhibits

CEO Pay on Qualifying Termination

The company said the CEO who incurs a Qualifying Termination within 3 months before or 12 months after a Change in Control will receive a lump sum equal to 2 times the sum of base salary and Target Bonus, plus a lump sum covering 24 months of COBRA costs. For a Qualifying Termination not related to a Change in Control, the CEO receives a lump sum of base salary and a lump sum covering 12 months of COBRA costs, among other benefits.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.