Amit Zavery
ServiceNowAbout Amit Zavery
Amit Zavery, age 53, is President, Chief Product Officer, and Chief Operating Officer at ServiceNow, in role since November 2024 with a start date of October 28, 2024; he holds a B.S. in Electrical and Computer Engineering (UT Austin), an M.S. in Information Networking (Carnegie Mellon), and completed Harvard Business School’s Advanced Management Program . He previously led Google Cloud Platform, where annualized revenue grew from $7B to over $41B and operating margin improved by more than 70 percentage points, and at Oracle he led a 4,500‑person organization generating >$6B annual revenue . ServiceNow’s compensation PRSUs are tied to non‑GAAP subscription revenue and modified by rTSR; the company’s three‑year rTSR to Dec 31, 2024 ranked at the 87th percentile of the S&P 500, resulting in a 120% payout modifier on 2022 PRSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google Cloud (Google LLC) | VP/GM, Head of Platform | 2019–2024 | Scaled revenue from $7B to >$41B; improved operating margin by >70pp; integrated AI across enterprise applications . |
| Oracle Corporation | Executive Vice President & Corporate Officer, Product Development (Cloud Platform, Middleware, Security, Analytics, Java) | 1994–2019 | Led 4,500+ engineers; oversaw >$6B annual revenue; enterprise platform commercialization . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Broadridge Financial Solutions (NYSE: BR) | Independent Director | 2019–Present | Appointed June 21, 2019; Board determined independence per NYSE/SEC rules . |
Fixed Compensation
| Component | Value | Timing/Terms |
|---|---|---|
| Base Salary | $900,000 | Per Employment Agreement dated Sept 17, 2024 . |
| Target Bonus % | 125% of base salary | Annual cash incentive target . |
| 2024 Actual Non‑Equity Incentive | $198,397 | Prorated for 2024 . |
| Sign‑On Cash Bonus | $3,000,000 | $1,000,000 paid after one‑month anniversary of Start Date; $2,000,000 after six‑month anniversary; subject to clawback/repayment if terminated for Cause or resigns without Good Reason before first anniversary . |
Performance Compensation
2024 Grants of Plan‑Based Awards (Amit Zavery)
| Award Type | Grant Date | Threshold (shares) | Target (shares) | Maximum (shares) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PRSUs | 11/15/2024 | 3,027 | 6,054 | 12,108 | 6,402,771 |
| RSUs (time‑based) | 11/15/2024 | — | 24,216 (number of units) | — | 24,491,820 |
PRSU Metrics and Payout Mechanics (Applicable to Zavery’s 2024 PRSUs)
| Metric | Period | Threshold | Target | Maximum | Payout Range | rTSR Modifier | Vesting |
|---|---|---|---|---|---|---|---|
| Non‑GAAP Subscription Revenues | Two‑year (fiscal 2025 results) | 98.8% of target | 100% | 102.8% (2025 table) | 50%–200% of target shares | 80% at ≤40th percentile; 100% at 55th; 120% at ≥80th percentile | Cliff on Feb 7, 2026 |
Vesting Schedules (New‑Hire Awards)
| Award | Structure | 2025 Vesting | 2026 Vesting | Notes |
|---|---|---|---|---|
| RSUs | 80% of $29M make‑whole | 67% total, in equal quarterly installments (16.75% per quarter) | 33% total, in equal quarterly installments (8.25% per quarter) | Continuous employment required on each vest date. |
| PRSUs | 20% of $29M make‑whole | Performance measured over 1/1/2024–12/31/2025 | — | 100% cliff vest on Feb 7, 2026; same metrics/targets as 2024 PRSUs for other NEOs . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,231 shares; <1% of shares outstanding (as of Feb 28, 2025 record date) . |
| Outstanding Equity (12/31/2024) | Unvested RSUs: 24,216 (market value $25,671,868); Unearned PRSUs: 6,054 (market/payout value $6,417,966) . |
| Stock Ownership Guidelines | Other executive officers must own shares valued at 3x base salary; compliance within five years; vested RSUs/PRSUs count, unvested do not; all required individuals had met guidelines as of the Record Date . |
| Hedging/Pledging | Prohibited by insider trading policy (no margin, borrowing against accounts, or pledging; no hedging transactions) . |
| Clawback Policy | NYSE‑compliant recoupment for erroneously paid performance‑based compensation on/after Oct 2, 2023 in event of restatement; additional Board authority to recoup for fraud/misconduct‑related restatements . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Start Date & Role | Start Date Oct 28, 2024; President, CPO & COO; reporting to CEO . |
| Agreement Term | Agreement remains in effect until termination per its terms . |
| Outside Boards | Policy restricts executive officers to no more than one outside for‑profit board; permitted subject to no conflicts; Zavery serves on Broadridge’s board . |
Severance & Change‑in‑Control Economics
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Treatment |
|---|---|---|---|---|
| Pre‑Jan 1, 2025 (Employment Agreement) – Termination without Cause/for Good Reason (non‑CIC) | 12 months base salary (Zavery) | 100% of Actual Bonus; remaining sign‑on bonus if not yet paid | 12 months premiums or reimbursement for NEO and dependents (Zavery) | Acceleration of 100% of unvested new‑hire equity; PRSUs accelerated at target if performance period ongoing . |
| Pre‑Jan 1, 2025 – Termination in connection with CIC | 18 months base salary (Zavery) | 100% of Target Bonus | 18 months premiums or reimbursement (Zavery) | Acceleration of 100% of unvested RSUs and PRSUs . |
| On/After Jan 1, 2025 – Severance Policy (non‑CIC) | Lump sum equal to then‑current annual base salary | Actual Bonus for the then‑current fiscal year, paid on regular timing | 12 months cost of COBRA (lump sum) | Pro‑rata vesting of PRSUs at end of performance period based on actual performance . |
| On/After Jan 1, 2025 – Severance Policy (CIC, double‑trigger within 3 months before/12 months after) | Lump sum 1.5x (base salary + Target Bonus) | Included in 1.5x calculation | 18 months cost of COBRA (lump sum) | Immediate vesting of 100% RSUs and PRSUs based on actual performance . |
| Policy Guardrails | Company does not offer single‑trigger CIC payments or acceleration; hedging/pledging prohibited . |
Death Benefits (Estimate at 12/31/2024)
| Component | Amount |
|---|---|
| Cash Severance | $1,575,000 |
| Continuation of Medical Benefits | $32,016 |
| Value of Accelerated Vesting | $32,089,832 (based on $1,060.12 closing price) |
| Total | $33,696,848 |
Investment Implications
- Pay‑for‑performance structure with rigorous PRSU metrics and rTSR modifier indicates strong alignment; Zavery’s PRSUs vest only after two‑year performance assessment, with cliff on Feb 7, 2026 .
- Retention is bolstered by back‑loaded equity: 67% of RSUs vest in equal quarterly installments through 2025 and the remaining 33% through 2026; monitor quarterly vest dates as potential liquidity events and Form 4 disclosures .
- Ownership alignment must build over time: current beneficial ownership is 2,231 shares (<1%), but updated guidelines require executives to hold 3x salary (implying ~$2.7M based on current base over five years); hedging/pledging prohibitions and clawback policy strengthen governance .
- Change‑in‑control protections are double‑trigger with meaningful equity acceleration, but single‑trigger payments are expressly avoided, balancing retention economics with shareholder‑friendly terms; pre‑2025 employment agreement preserves special treatment for his make‑whole awards .
- Execution track record from Google Cloud and Oracle suggests strong product/engineering leadership and scaling capability, a positive signal for ServiceNow’s AI‑driven platform strategy .