Frederic B. Luddy
ServiceNowAbout Frederic B. Luddy
Founder of ServiceNow and long-time director; age 70, serving on the board since 2004 (21 years as of 2025). Former Chairman (2018–2022), CEO (2004–2011), and Chief Product Officer (2011–2016), with deep software and product leadership credentials; currently not independent under NYSE standards given founder status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | Founder | 2004–present | Founded the company; sustained strategic influence as director |
| ServiceNow, Inc. | Chief Executive Officer | 2004–2011 | Built early scale and positioning |
| ServiceNow, Inc. | Chief Product Officer | 2011–2016 | Led product vision and development |
| ServiceNow, Inc. | Chairman of the Board | Apr 2018–Oct 2022 | Board leadership transition to combined Chair/CEO thereafter |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salk Institute of Biological Studies | Board of Trustees | Not disclosed | Scientific/non-profit governance exposure |
Board Governance
- Independence status: Not independent (founder); all board committees are comprised entirely of independent directors .
- Committee memberships: None (does not serve on Audit, Compensation, or Nominating/Governance) .
- Attendance: In 2024, each current director attended at least 75% of aggregate board and committee meetings; board held 8 meetings, with regular executive sessions led by the Lead Independent Director .
- Years of service: Director since 2004 .
- Lead Independent Director and committee chairs: Lead Independent Director—Susan L. Bostrom; Audit—Teresa Briggs; Compensation—Susan L. Bostrom; Nominating/Governance—Anita M. Sands .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Standard director retainer (no committee fees; no supplemental meeting fees disclosed for Luddy) |
| Equity Grant (RSU) – Grant Date Fair Value | $324,488 | Annual RSU grant on May 23, 2024; standard peer-aligned grant size $325,000; reported fair value for Luddy $324,488 |
| Total Director Compensation (2024) | $364,488 | Cash + stock awards |
- Equity vesting schedule: Annual director RSUs vest in full on the earlier of first anniversary of grant or the subsequent annual meeting; 2024 grant on May 23, 2024 vests on May 22, 2025 (2025 annual meeting) if service continues; all director equity accelerates upon change in control .
- Outstanding RSUs at 12/31/2024: Each non-employee director held 428 RSUs outstanding as of year-end 2024 .
Performance Compensation
| Program | Metric(s) | Weight | Measurement Period | Notes |
|---|---|---|---|---|
| Non-Employee Director RSUs | None (time-based vesting only) | N/A | 1 year to next annual meeting | Director equity grants are time-based only; no performance metrics or options for directors |
Other Directorships & Interlocks
| Category | Current Boards | Count |
|---|---|---|
| Public company boards | None disclosed | 0 |
| Private/non-profit boards | Salk Institute Board of Trustees | 1 |
- Interlocks/conflicts: No public company directorships; no disclosed interlocks with customers/suppliers/competitors in proxy materials reviewed. Related-party transactions subject to Audit Committee approval under a formal policy; no specific Luddy-related transactions disclosed in the proxy .
Expertise & Qualifications
- Founder and former CEO/Chief Product Officer; extensive software and hardware development expertise; technology and product leadership experience across Peregrine Systems, Enterprise Software Associates, Boole & Babbage, and Amdahl; board views his founder/product credentials as qualifications to serve .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 157,228 | LLC: 30,600; Trust: 126,628 |
| Shares outstanding (reference) | 207,564,564 | As of Sept 30, 2025 |
| Ownership as % of outstanding | ~0.076% | Calculated from disclosed figures; table denotes “<1%” |
| Options/RSUs within 60 days | Not disclosed for Luddy | Footnote for Luddy lists LLC and trust holdings; no options indicated |
| Hedging/Pledging | Prohibited by company policy | Company safeguards include prohibition on hedging/pledging |
| Director ownership guideline | 5× annual cash retainer | Increased from 3× to 5× in 2025; 5-year compliance window; all required directors met guideline as of record date |
Governance Assessment
- Board effectiveness: Long-tenured founder presence provides deep product context but is not independent; he holds no committee seats, preserving committee independence. Attendance met policy thresholds in 2024; executive sessions occur regularly under Lead Independent Director leadership .
- Incentive alignment: Director pay structure is conventional—modest cash retainer plus time-based RSUs with change-in-control acceleration; stock ownership guidelines tightened to 5× retainer and met by required directors, supporting alignment .
- Potential conflicts: No Luddy-specific related-party transactions disclosed; formal review policy governs any >$120k related-party dealings. No hedging/pledging permitted, reducing alignment risk .
- Shareholder signals: Say-on-pay support improved materially to ~88% in 2024, reflecting constructive engagement and compensation reforms—positive for investor confidence in governance practices (applies to executive pay program context) .
RED FLAGS
- Not independent director (founder) with 21-year tenure—elevated risk of perceived influence; mitigated by all committees being fully independent and no committee roles held .
- Change-in-control full acceleration on director RSUs—standard but increases pay certainty regardless of performance outcomes .
Positive Signals
- Strong committee independence and governance safeguards (clawback policy; no 280G tax gross-ups; prohibition on hedging/pledging) .
- Tightened director ownership guidelines (5× retainer) and reported compliance—improved alignment .
- Robust shareholder engagement and improved say-on-pay support—constructive feedback loop to governance .