Anita M. Sands
ServiceNowAbout Anita M. Sands
Independent director of ServiceNow since 2014; Chair of the Nominating & Governance Committee and member of the Leadership Development & Compensation Committee. Age 48 (as of the 2025 proxy). Prior leadership roles include Group Managing Director and COO of UBS Wealth Management Americas and senior transformation roles at Citi and RBC. Education: B.S. in Physics & Applied Mathematics and Ph.D. in Atomic & Molecular Physics (Queen’s University Belfast), and M.S. in Public Policy & Management (Carnegie Mellon). Independent under NYSE standards.
Past Roles
| Organization | Role | Tenure (years) | Committees/Impact |
|---|---|---|---|
| UBS Financial Services | Group Managing Director & COO, Wealth Management Americas; later Head of Change Leadership; member of WMA Executive Committee | 2010–2013 (COO 2010–2012; Head of Change Leadership 2012–2013) | Led transformation/change leadership across WMA |
| UBS Financial Services | Transformation Consultant, Wealth Management Americas | 2009–2010 | Transformation initiatives |
| Citigroup Inc. | Managing Director, Head of Transformation Management, Global Ops & Tech | 2008–2009 | Enterprise transformation programs |
| RBC Financial Group | SVP, Innovation & Process Design | 2006–2008 | Innovation/process design leadership |
| New Enterprise Associates | Venture Partner | 2022– | VC investing/portfolio engagement |
External Roles
| Company | Role | Tenure window disclosed | Committees/Notes |
|---|---|---|---|
| Nu Holdings Ltd. | Director (current) | Current (as of 2025 proxy) | Digital banking company |
| Pure Storage, Inc. | Director (past 5 years) | Past 5 years | Enterprise flash storage |
| iStar, Inc. | Director (past 5 years) | Past 5 years | Real estate development |
| Khosla Ventures Acquisition Co. II | Director (past 5 years) | Past 5 years | SPAC |
| Symantec Corporation | Director (past 5 years; shown in 2024 proxy) | Past 5 years | Security solutions |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Leadership Development & Compensation. Committee chairs for the board are: Audit (Teresa Briggs), Compensation (Susan L. Bostrom), Governance (Anita M. Sands). Lead Independent Director: Susan L. Bostrom.
- Attendance and engagement: In 2024, eight board meetings were held; each current director participated in at least 75% of board and relevant committee meetings; nine directors attended the 2024 Annual Meeting. Executive sessions of independent directors held regularly.
- Committee activity levels (2024): Audit 5; Compensation 7; Nominating & Governance 4.
- Governance Committee scope: Director nominations and board refresh; oversight of ESG activities and disclosures; corporate governance guidelines; annual board/committee evaluations.
- Compensation Committee independence/interlocks: All members independent; no Item 404 related-person relationships for committee members (including Ms. Sands) in 2024. Compensation advisor Pay Governance engaged by the committee.
- Prohibitions/policies: Hedging and pledging prohibited for non-employee directors and executives; clawback policy compliant with SEC/NYSE for Section 16 officers.
Fixed Compensation
Director cash retainers and Ms. Sands’ reported cash fees.
| Metric | 2023 | 2024 |
|---|---|---|
| Board Annual Retainer ($) | 40,000 | 40,000 |
| Lead Independent Director Retainer ($) | 50,000 | 50,000 |
| Audit Chair/Member ($) | 37,500 / 15,000 | 40,000 / 15,000 |
| Compensation Chair/Member ($) | 22,500 / 13,800 | 25,000 / 15,000 |
| Governance Chair/Member ($) | 20,000 / 10,000 | 20,000 / 10,000 |
| Ms. Sands – Fees Earned in Cash ($) | 70,125 | 75,000 |
Notes:
- Some directors received supplemental cash for extraordinary meeting attendance in 2024 (not Ms. Sands).
Performance Compensation
Annual equity compensation and vesting provisions for directors.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual RSU Grant (Grant-date fair value, $) | 325,000; granted at 2023 Annual Meeting; 1-year vest | 325,000; granted May 23, 2024; 1-year vest |
| Change-in-Control (Director Awards) | Full acceleration on CIC | Full acceleration on CIC |
| Discretionary Director Equity Grants | None disclosed | None disclosed (2024) |
| RSUs Outstanding per non-employee director at year-end (shares) | 598 (12/31/2023) | 428 (12/31/2024) |
| Ms. Sands – Stock Awards ($) | 324,690 | 324,488 |
| Ms. Sands – Total Director Compensation ($) | 394,815 | 399,488 |
Vesting: Annual RSUs vest in full on the earlier of first anniversary of grant or next annual meeting, subject to service; vesting deemed to occur if service ends on vesting date.
Other Directorships & Interlocks
- Current public board: Nu Holdings Ltd. (digital banking).
- Past five-year public boards: Pure Storage; iStar; KV Acquisition Co. II; Symantec (listed in 2024 proxy).
- Compensation Committee Interlocks: None for the committee members (including Ms. Sands) in 2024.
Expertise & Qualifications
- Financial services leadership (UBS, Citi, RBC); enterprise transformation expertise; public company board experience in technology.
- Education includes Ph.D. in Atomic & Molecular Physics and policy-focused master’s degree; background aligns with technology, risk, and governance oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | As-of |
|---|---|---|---|
| Anita M. Sands | 8,988 | <1% | Record date September 30, 2025 (as presented in 2025 proxy) |
Stock ownership guidelines (directors): Increased in 2025 from 3x to 5x annual cash retainer; five years to comply. All non-employee directors required to have met the guidelines as of the record date had satisfied them.
Say-on-Pay & Shareholder Feedback
| Proposal | For (shares) | Against (shares) | Abstain (shares) | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay (advisory) | 147,796,120 | 19,291,265 | 930,654 | 16,044,719 |
| Shareholder Proposal: Simple Majority Vote (passed) | 160,470,695 | 5,987,812 | 995,428 | 16,044,719 |
Shareholder engagement is led by the Compensation Committee Chair with Legal/IR/People; in 2024–2025, outreach contacted ~60% and engaged ~41% of outstanding shares.
Governance Assessment
- Strengths: Independent status; chairs Governance Committee (board refresh, ESG oversight, evaluations); sits on Compensation Committee with no interlocks; active board cadence with executive sessions; robust director ownership policy increased to 5x retainer; hedging/pledging prohibited. These factors support alignment and effective oversight.
- Alignment and incentives: Director pay emphasizes equity (annual $325k RSU, time-based), with moderate cash retainers tied to committee leadership/membership; no discretionary equity in 2024; CIC acceleration standard for directors.
- Attendance/engagement: Board met eight times in 2024; each current director met at least the 75% attendance threshold; strong shareholder outreach program.
- Conflicts/related parties: No Item 404 related-person relationships for Compensation Committee members (including Ms. Sands) in 2024; written policy for related-party transactions.
RED FLAGS: None disclosed specific to Ms. Sands regarding related-party transactions, hedging/pledging, or committee interlocks. Attendance is disclosed at the board level (≥75%) rather than individual percentages.