Jacqueline Canney
ServiceNowAbout Jacqueline Canney
ServiceNow’s Chief People and AI Enablement Officer (age 57), in role since January 2025 and with the company since July 2021; B.S. in Accounting from Boston College . Under the current leadership team, ServiceNow delivered 2024 subscription revenue growth of 23%, total revenue of ~$11B, non-GAAP operating margin of 29.5%, free cash flow margin of 31.5% (FCF ~$3.5B), and a five-year TSR of ~276% through 12/31/2024, outpacing the S&P Systems Software Index (~188%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WPP Group | Global Chief People Officer | 2019–2021 | Global HR leadership across communications/tech conglomerate |
| Walmart Inc. | EVP, Global People | 2015–2019 | Led global people function for multinational retailer |
| Accenture plc | Managing Director, Global HR | 2003–2015 | Senior HR leadership at a global consulting/technology firm |
External Roles
| Organization | Role | Years |
|---|---|---|
| Project Healthy Minds | Board of Directors | n/a |
| Institute for Corporate Productivity (i4cp) | Chief HR Officer Board | n/a |
| Boston College | Board of Trustees | n/a |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (paid) | $550,000 | $633,333 | $691,667 |
| Base salary rate (effective) | n/a | $650,000 (2023) | $700,000 (effective Mar 1, 2024) |
| Target annual bonus (% of base) | 100% | 100% | 100% |
| Actual annual cash incentive paid | $496,100 | $753,631 | $686,961 |
| Perquisites/Other comp | — | $25,815 | $36,029 (home security) |
| Total compensation (SCT) | $7,251,832 | $9,061,276 | $10,853,144 |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
- Funding metrics and weights: NNACV 70%; Non-GAAP Operating Margin 30% .
- Targets: NNACV target $2,146M (85% hurdle = $1,824M); Non-GAAP operating margin target range 28–30% .
- Results: NNACV achievement 99.0%; Operating margin 100.0%; total funding 99.3% .
- Non-financial goals: operational (NPS, gross retention, new customers, product quality) and cultural (EVS engagement, statistical equivalency, sustainability progress); committee applied no downward adjustment for NEOs .
- Ms. Canney payout: Target $691,803; earned $686,961 (99.3%) .
| Component | Weight | Target | Actual/Outcome | Payout Impact |
|---|---|---|---|---|
| NNACV | 70% | $2,146M | 99.0% achievement | Included in 99.3% fund |
| Non-GAAP Op Margin | 30% | 28%–30% | 100.0% achievement | Included in 99.3% fund |
| Non-financial modifier | up to -25% | Operational & cultural goals | No reduction applied | 0% |
| Ms. Canney bonus | — | $691,803 target | $686,961 paid | 99.3% |
Long-Term Incentives (LTI)
2024 mix: 60% PRSUs / 40% RSUs; PRSUs measured on non-GAAP subscription revenues with a ±20% rTSR modifier vs S&P 500; transitional PRSU performance periods of 2 years (1/3) and 3 years (2/3), cliff vesting; RSUs vest back-loaded (10% in year 1; 45% in each of years 2 and 3) .
| Award (Grant 2/15/2024) | Target Value | Target Shares | Performance Metric(s) | Vesting |
|---|---|---|---|---|
| 2024 PRSUs | $5,400,000 | 7,014 | Non-GAAP subscription revenues (100%); rTSR modifier ±20% | 1/3 vests after 2-yr period (FY25 metric), 2/3 after 3-yr period (FY26 metric); vests each Feb 7 following period |
| 2024 RSUs | $3,600,000 | 4,676 | Time-based | 10% in year 1, 45% in year 2, 45% in year 3 (quarterly) |
PRSU performance curves (selected points):
- FY2025 tranche (2-year period): 98.8% of target = 50% payout; 100% = 100%; 102.8% = 200% .
- FY2026 tranche (3-year period): 97.7% = 50%; 100% = 100%; 105.3% = 200% .
- rTSR modifier: ≤40th percentile = 80%; 55th = 100%; ≥80th = 120% (linear between points) .
Prior-cycle performance reference:
- 2022 PRSUs (3-yr rTSR modifier) paid at 120% rTSR; Ms. Canney final vesting tranche = 3,010 shares on final date (with previously vested installments shown) .
2021 Performance Stock Options (PSO)
Eight tranches require both subscription revenue and stock price hurdles over ~5 years (10/29/2021–9/30/2026) . First four revenue and stock price tranches achieved; Ms. Canney has 15,660 options vested to date; any shares acquired upon exercise (other than to cover a cashless exercise) must be held through the end of the five-year period .
| PSO tranche status (company-wide) | Revenue target | Stock price target |
|---|---|---|
| 1 | $6.1B | $725 |
| 2 | $7.1B | $805 |
| 3 | $8.3B | $890 |
| 4 | $9.7B | $990 |
Equity Ownership & Alignment
- Beneficial ownership (Feb 28, 2025): 19,411 shares (15,660 options exercisable within 60 days; 724 RSUs vesting within 60 days; 3,027 shares) – less than 1% of outstanding .
- Beneficial ownership (Sept 30, 2025): 18,687 shares (15,660 options exercisable within 60 days; 3,027 shares) – less than 1% of outstanding .
- Outstanding equity awards (12/31/2024 snapshot): includes PSO options (exercisable 11,745; unexercisable 19,582 at $655.94; expires 12/13/2031) and multiple RSU/PRSU holdings with disclosed market values at $1,060.12/share .
- Ownership guidelines: updated in 2025 to 3x base salary for executive officers; all executive officers required to be in compliance had satisfied their requirement as of the record date .
- Hedging/pledging: prohibited by policy .
| Ownership detail | As of | Shares/Notes |
|---|---|---|
| Beneficial ownership total | Feb 28, 2025 | 19,411 (<1%) |
| • Options exercisable ≤60 days | Feb 28, 2025 | 15,660 |
| • RSUs vesting ≤60 days | Feb 28, 2025 | 724 |
| • Shares owned | Feb 28, 2025 | 3,027 |
| Beneficial ownership total | Sept 30, 2025 | 18,687 (<1%) |
| • Options exercisable ≤60 days | Sept 30, 2025 | 15,660 |
| • Shares owned | Sept 30, 2025 | 3,027 |
Notes on supply/vesting dynamics:
- 2024 RSUs are back-loaded (90% of grant vests across 2025–2026), creating scheduled incremental delivery of shares absent net settlement .
- 2022 PRSUs had a 120% rTSR modifier on the final tranche vesting in Feb 2025, adding to award settlement volume .
- A 5-for-1 forward stock split (pending shareholder approval at the 12/5/2025 special meeting) would proportionally increase award share counts by 5x and reduce option exercise prices by 5x, with TSR/stock-price PRSU metrics proportionally adjusted; board approved adjustments contingent on the split .
Employment Terms
- Tenure at ServiceNow: since July 2021; roles: Chief People Officer (through Jan 2025) and Chief People & AI Enablement Officer (since Jan 2025) .
Severance and change-in-control (CIC) framework:
- Pre-2025 (individual employment agreements):
- Without CIC: six months base salary; 50% of Actual Bonus; six months COBRA .
- With CIC: six months base; 100% of Target Bonus; six months COBRA; 100% acceleration of unvested RSUs and PRSUs .
- Effective Jan 1, 2025 (Executive Severance Policy applies to executive leadership team other than CEO terms):
- Qualifying Termination without CIC: lump sum equal to one year base salary; Actual Bonus for current year; 12 months COBRA; PRSUs pro-rata at end of period based on actual performance .
- Qualifying Termination in connection with CIC (within 3 months before to 12 months after): lump sum equal to 1.5× (base salary + Target Bonus); 18 months COBRA; immediate vesting of 100% RSUs and 100% PRSUs (based on actual performance) .
- Clawback: NYSE-compliant recoupment policy for erroneously paid incentive comp; additional misconduct clawback authority; SOX 304 applies to CEO/CFO .
- No 280G tax gross-ups; standard 401(k) benefits (company-wide) .
Performance & Track Record (Human Capital Lens)
- 2024 workforce metrics: 82% employee engagement (EVS), 5.6% global voluntary turnover (vs 7.3%–8.7% industry range), 92% employee recommendation rate; 69k employee volunteer hours .
- Shareholder say-on-pay: 88% approval at 2024 annual meeting following program changes (longer PRSU performance period, cliff vesting, non-overlapping metrics) .
Compensation Structure Analysis
- Year-over-year changes implemented: eliminated overlapping metrics between annual cash incentive and PRSUs; extended PRSU performance period to three years with cliff vesting; retained rTSR modifier .
- 2024 pay mix emphasizes at-risk and performance-based equity (PRSUs 60% / RSUs 40%), with annual cash incentives tied to growth (NNACV) and profitability (non-GAAP operating margin) .
- 2021 PSO awards remain a stretch-aligned vehicle requiring both top-line scale and stock price levels; four tranches have met hurdles to-date, including for Ms. Canney .
Related Party Transactions and Red Flags
- No related party transactions disclosed for Ms. Canney; perquisites in 2024 limited (home security: $36,029) .
- Hedging and pledging of company stock by executives prohibited .
- No tax gross-ups on CIC benefits; Board maintains clawback policy .
Equity Ownership & Director Governance (context)
- Security ownership tables confirm Ms. Canney’s beneficial ownership is less than 1% of shares; executive officers and directors as a group also under 1% .
- Governance practices: stock ownership guidelines (3x salary for executive officers), independent committees, majority voting, and ongoing shareholder engagement .
Investment Implications
- Alignment: Multi-year, performance-conditioned PRSUs (non-GAAP subscription revenues with rTSR modifier) and stretch PSO construct strongly tether upside to durable growth and market outperformance; hedging/pledging prohibitions and ownership guidelines reinforce skin-in-the-game .
- Retention risk: Back-loaded RSU vesting (bulk in years 2–3) and PRSU cliff schedules (2025/2026 determinations) support retention through 2026; the Executive Severance Policy sets clear economics (CIC = 1.5× salary+target bonus and full acceleration based on actuals), reducing uncertainty but offering meaningful protection in a transaction .
- Supply/overhang: 2024 RSU back-loading and 2022 PRSU final vesting (120% rTSR) contributed to share delivery in 2025; pending 5-for-1 stock split would 5x share counts on outstanding awards (and reduce option strikes), potentially affecting trading dynamics and liquidity around vesting dates .
- Execution lens: Human capital metrics (high engagement, low voluntary turnover vs industry) align with Ms. Canney’s remit and support scalability as AI/automation initiatives expand; sustained growth/FCF profile underpins performance pay targets (NNACV/operating margin and subscription revenue scaling) .