Gina Mastantuono
ServiceNowAbout Gina Mastantuono
Gina Mastantuono is President and Chief Financial Officer of ServiceNow, age 54; she became President & CFO in January 2025 and joined ServiceNow as CFO in January 2020 . Under her finance leadership, ServiceNow delivered 2024 subscription revenue growth of 23%, non-GAAP operating margin of 29.5%, free cash flow margin of 31.5%, and $3.5B FCF . Over the last five years, ServiceNow’s total shareholder return rose to $376 per $100 invested versus $288 for the S&P Systems Software Index and $185 for the 2024 peer group, indicating strong value creation during her tenure in senior finance leadership . In Q3 2025, she highlighted beat-and-raise execution with subscription revenue of $3,299M (+21.5% YoY), cRPO of $11.35B (+21% YoY), and raised FY25 guidance, citing accelerating AI product traction and margin expansion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ServiceNow | CFO | Jan 2020–Jan 2025 | Led finance during rapid scale; promoted to President & CFO in Jan 2025 . |
| Ingram Micro Inc. | EVP & CFO; EVP Finance | Dec 2016–Jan 2020; Apr 2013–Dec 2016 | Finance leadership for global technology & supply chain services; senior finance responsibilities . |
| Revlon, Inc. | SVP, Chief Accounting Officer & International CFO | Jun 2007–Apr 2013 | Oversaw accounting and international finance for consumer products . |
| InterActiveCorp (IAC) | Various executive finance roles | Not disclosed | Senior finance roles at a media and internet company . |
| Ernst & Young | Entrepreneurial services group | Not disclosed | Early career in client advisory . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Roblox Corporation (NYSE:RBLX) | Director | Current | Public company directorship . |
| Gong.io Inc. | Director | Current | Private revenue intelligence platform . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $725,000 | $791,667 | $841,667 |
| Target Bonus (% of Base) | — | 100% | 125% |
| Actual Annual Cash Incentive ($) | $654,630 | $941,590 | $1,012,331 |
Notes:
- 2024 base salaries for NEOs were adjusted effective March 1, 2024; Mastantuono’s increased from $800,000 to $850,000 .
- Total 2024 compensation (SCT) for Mastantuono: $16,245,017, including stock awards accounting fair value and all other compensation .
Performance Compensation
2024 Annual Cash Incentive Plan – Metrics and Outcomes
| Component | Weight | Target | Actual / Achievement | Payout factor |
|---|---|---|---|---|
| NNACV | 70% | $2,146M | 99.0% of target → 100% achievement (weighted drives 99.3% funding) | 100% |
| Non-GAAP Operating Margin | 30% | 28–30% | Achieved 100% | 100% |
| Non-Financial Goals | Modifier (up to −25%) | Operational & cultural goals | Met/exceeded; no reduction applied | 0% downward adjustment |
Overall 2024 annual cash incentive earned at 99.3% of target for all NEOs, including Mastantuono .
| 2024 Payout Details | Value |
|---|---|
| Target Bonus % of Base | 125% |
| 2024 Target Amount ($) | $1,019,467 (prorated) |
| Payout % | 99.3% |
| Actual Paid ($) | $1,012,331 |
2024 Long-Term Incentive Plan (PRSUs and RSUs)
Design changes implemented: eliminated overlapping metrics; PRSU performance period lengthened to 3 years with cliff vest; RSUs vest over 3 years (back-loaded: 10% year 1, 45% years 2 & 3) .
| Award (Grant 2/15/2024) | Mastantuono Target | Vesting | Performance metric |
|---|---|---|---|
| PRSUs (shares) | 10,521 target | 1/3 vests after 2-year period (Dec 31, 2025); 2/3 after 3-year period (Dec 31, 2026); cliff on Feb 7 following each period | Non-GAAP subscription revenues; rTSR modifier ±20% vs S&P 500 |
| RSUs (shares) | 7,014 | 3-year ratable with back-load (10%, then 45%/45%) | Time-based |
PRSUs achievement schedules:
| Metric | FY2025 (1/3 of award) | FY2026 (2/3 of award) |
|---|---|---|
| Threshold (% of target) | 98.8% → 50% payout | 97.7% → 50% payout |
| Target (% of target) | 100% → 100% payout | 100% → 100% payout |
| Maximum (% of target) | 102.8% → 200% payout cap | 105.3% → 200% payout cap |
| rTSR modifier | 80th percentile: 120%; 55th: 100%; ≤40th: 80% (linear between) | Same |
Prior-cycle vesting: Final vest for 2022 PRSUs at 120% rTSR; Mastantuono’s shares: total eligible 15,054; already vested 10,035; final vest 5,019 on Feb 12, 2025 .
Equity Ownership & Alignment
Beneficial Ownership and Breakdown
| Holder | Shares Beneficially Owned | % | Notes |
|---|---|---|---|
| Gina Mastantuono | 42,450 | <1% | Includes 31,324 options exercisable within 60 days and 11,126 shares . |
Hedging/pledging is prohibited for executive officers; stock ownership guidelines updated in 2025 to 3x base salary for executive officers (6x for CEO); all executive officers required to have met the guidelines as of the Record Date . Prohibition on hedging and pledging is also part of governance highlights .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Year | RSUs Outstanding (#) | PRSUs Outstanding (# target/eligible) |
|---|---|---|
| 2021 | 176 | — |
| 2022 | 1,138 | 5,019 (final vest portion determined Feb 2025) |
| 2023 | 2,871 | 7,774 (eligible shares subject to rTSR final in 2026) |
| 2024 | 6,313 | 10,521 target (two-year and three-year performance periods) |
Option awards:
| Option Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/13/2021 PSO (performance stock options) | 23,493 | 39,160 | $655.94 | 12/13/2031 |
2021 PSO progress: Mastantuono PSO tranches achieved leading to 31,324 options vested to date (across PSO program) .
Vesting-related realizations: Mastantuono realized value on stock vesting of $18,548,710 in 2024; no option exercises reported for her in 2024 .
Employment Terms
Severance Policy (effective Jan 1, 2025)
ServiceNow adopted a standardized Executive Severance Policy and amended NEO employment agreements to incorporate it .
Non-CEO (applies to Mastantuono):
- Qualifying Termination not in connection with a Change in Control: lump sum equal to 1.0× base salary; Actual Bonus for the year paid on schedule; 12 months COBRA; PRSUs vest pro-rata at end of the performance period based on actual achievement; unvested RSUs are forfeited .
- Qualifying Termination within 3 months before or 12 months after a Change in Control (double trigger): lump sum equal to 1.5× (base salary + target bonus); 18 months COBRA; immediate vesting of 100% of unvested RSUs and PRSUs (PRSUs based on actual performance) .
Additional provisions:
- “Cause,” “Good Reason,” “Change in Control,” and other definitions set in Policy .
- Section 280G cutback mechanics (no gross-ups) with ordering of reductions ; governance highlights state no 280G tax gross-ups .
Change in control treatment of 2021 PSOs: subscription revenue thresholds disregarded; stock price thresholds evaluated using transaction consideration; no automatic full acceleration .
Clawback: NYSE-compliant clawback requiring recoupment of erroneously paid performance-based incentive compensation and additional Board authority to claw back compensation predicated on fraud or intentional misconduct; CEO and CFO subject to SOX 304 .
Insider trading policy: prohibits margin purchases, borrowing against accounts, or pledging ServiceNow securities; also prohibits hedging transactions .
Performance & Track Record
- 2024 operating performance: 23% subscription revenue growth; non-GAAP operating margin 29.5%; FCF margin 31.5%; $3.5B FCF .
- Five-year TSR: NOW $376 vs S&P Systems Software Index $288 and peer group $185 ; compensation-execution narrative notes outperformance under CEO leadership .
- Q3 2025: subscription revenue $3,299M (+21.5% YoY); total revenue $3,407M (+22% YoY); cRPO $11.35B (+21% YoY); raised guidance; CFO commentary highlighted AI platform demand and accelerating margin expansion .
Compensation Structure Analysis
- Mix shift and rigor: Majority of LTI in PRSUs (60%) tied to multi-year non-GAAP subscription revenue with rTSR modifier; RSUs back-loaded to reinforce retention .
- Annual incentive metrics simplified (removed overlap with LTI): NNACV (70%) and non-GAAP operating margin (30%) with a non-financial goals modifier constrained to ±10% starting in 2025 for broader alignment with market practice .
- Strong say-on-pay rebound: 88% approval at 2024 meeting after program changes .
- Governance safeguards: clawback, prohibition on hedging/pledging, multi-year vesting, enhanced ownership guidelines (3× salary for executives) .
Equity Ownership & Alignment
- Ownership: Beneficially owns 42,450 shares (<1%); includes 31,324 options exercisable within 60 days and 11,126 shares, evidencing substantial personal equity exposure .
- Ownership guidelines: 3× salary requirement for executive officers; executives required to have met guidelines as of Record Date .
- Pledging/hedging: Prohibited .
- Vesting cadence: 2024 RSUs are back-loaded (10%/45%/45%); PRSUs cliff vest contingent on FY2025/FY2026 performance; 2022 PRSUs finalized at 120% rTSR with Mastantuono’s final 5,019 shares vesting in Feb 2025 .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (Non-CIC) | 1.0× base salary; Actual Bonus; 12 months COBRA; PRSUs pro-rata (actual performance); RSUs forfeited . |
| Severance (CIC double-trigger) | 1.5× (base + target bonus); 18 months COBRA; immediate vesting of 100% RSUs and PRSUs (actual performance) . |
| Clawback | NYSE-compliant and misconduct-based recovery; SOX 304 CFO applicability . |
| Hedging/Pledging | Prohibited . |
| 280G | No gross-ups; cutback mechanics apply ; governance highlights confirm no 280G gross-ups . |
| PSO CIC treatment | Stock price thresholds measured on deal consideration; no automatic full acceleration . |
Investment Implications
- Pay-for-performance alignment: High proportion of at-risk equity (PRSUs) tied to multi-year subscription revenue and rTSR supports long-term value creation; annual cash incentives closely track growth and margin execution (99.3% payout despite record performance) .
- Retention risk vs resilience: RSU forfeiture outside a CIC in the Severance Policy raises downside retention risk in a non-CIC termination scenario; conversely, double-trigger CIC terms ensure strong protection and alignment in transaction contexts .
- Insider supply dynamics: Back-loaded RSU vesting and PRSU cliffs (FY2025/FY2026) imply sizable vest events; 2024 value realized on vesting ($18.5M) underscores the scale of equity-based compensation that can translate into periodic selling for taxes/liquidity, a potential technical overhang to monitor via Form 4s .
- Governance quality: Strengthened ownership guidelines (3× salary), hedging/pledging bans, and robust clawback reduce misalignment and mitigate risk; shareholder support at 88% on say-on-pay reflects improved program credibility .
- Execution track record: CFO-led discipline contributed to sustained growth and increasing profitability, with Q3 2025 beat-and-raise and AI-driven product momentum likely to support continued estimate upgrades and TSR outperformance if performance persists .
