Jonathan C. Chadwick
ServiceNowAbout Jonathan C. Chadwick
Independent director since 2016; Age 59. Former EVP, CFO and COO of VMware; prior CFO of Skype and Corporate VP at Microsoft post-acquisition; CFO of McAfee; senior finance roles at Cisco; began career at Coopers & Lybrand. B.Sc. (Hons) in Electrical & Electronic Engineering, University of Bath (UK); previously qualified ICAEW ACA; designated by the Board as an Audit Committee Financial Expert under Reg S‑K 407(d)(5)(ii). Committees: Audit. Current public company boards: Zoom Video Communications, Samsara Inc., Confluent, Inc.; past 5 years: Elastic N.V., Cognizant Technology Solutions, F5 Networks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | EVP, CFO & COO | 2012–2016 | Senior leadership/financial stewardship across a virtualization and cloud infrastructure leader |
| Skype / Microsoft | CFO of Skype; Corporate VP, Microsoft (post-acquisition) | 2011–2012 | Led finance through acquisition integration and operating scale-up |
| McAfee, Inc. | EVP & CFO | 2010–2011 | Security technology finance leadership |
| Cisco Systems, Inc. | Various finance roles | 1997–2010 | Broad finance experience in networking/communications |
| Coopers & Lybrand LLP | Various accounting roles | 1993–1997 | Foundational accounting experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Zoom Video Communications, Inc. | Director | Current | Tech, cloud communications |
| Samsara Inc. | Director | Current | Cloud‑based software/IoT |
| Confluent, Inc. | Director | Current | Data infrastructure |
| Elastic N.V. | Director | Past 5 years | Search/observability software |
| Cognizant Technology Solutions Corp. | Director | Past 5 years | IT services |
| F5 Networks, Inc. | Director | Past 5 years | Application delivery networking |
Board Governance
- Independence: Independent director; Board composed primarily of independent directors; all committees comprised entirely of independent directors .
- Committee assignment: Audit Committee member; Audit Committee chaired by Teresa Briggs; Chadwick designated Audit Committee Financial Expert; Board determined his simultaneous service on audit committees of three other public companies does not impair effectiveness .
- Attendance and engagement: In 2024, the Board held 8 meetings; each current director participated in at least 75% of aggregate Board and applicable committee meetings; nine then‑serving directors attended the 2024 Annual Meeting .
- Executive sessions and oversight: Regular executive sessions of independent directors; Audit Committee oversight includes ESG disclosure controls and cybersecurity; Governance Committee oversees ESG programs and risks .
| Governance Metric | 2024 | Source |
|---|---|---|
| Board meetings held | 8 | |
| Audit Committee meetings | 5 | |
| Compensation Committee meetings | 7 | |
| Governance Committee meetings | 4 | |
| Independence of committees | 100% independent | |
| Lead Independent Director | Susan L. Bostrom (2025) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly for prior quarter service (2024 schedule) |
| Lead Independent Director retainer | $50,000 | Not applicable to Chadwick |
| Committee annual retainers – Audit | Chair: $40,000; Member: $15,000 | Audit Chair increased from $37,500 to $40,000 vs 2023 |
| Committee annual retainers – Compensation | Chair: $25,000; Member: $15,000 | Chair increased from $22,500; Member from $13,800 vs 2023 |
| Committee annual retainers – Governance | Chair: $20,000; Member: $10,000 | Unchanged vs 2023 |
| Equity – annual RSU grant | $325,000 grant date fair value | Granted at Annual Meeting; time‑based vesting; CIC acceleration |
Director compensation actually paid to Chadwick (calendar 2024):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jonathan C. Chadwick | 75,000 | 324,488 | 399,488 |
Year‑over‑year comparison (Chadwick):
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 55,000 | 324,690 | 379,690 |
| 2024 | 75,000 | 324,488 | 399,488 |
- Supplemental cash payment: $20,000 to Chadwick for attendance at multiple Board meetings beyond ordinary expectations (included in 2024 cash fees) .
- Compensation oversight: Compensation Committee uses independent consultant (Pay Governance in 2024 review) to align director pay with peer/median practices .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑linked elements | None for non‑employee directors; RSUs are time‑based and vest at next annual meeting or first anniversary, subject to service |
| Change‑in‑control (CIC) treatment | All director equity awards accelerate and vest in full upon a CIC |
| Discretionary director equity awards | Eligible but none granted in 2024 |
| Stock ownership guidelines | Raised in 2025 from 3x to 5x annual cash retainer for directors; 5‑year compliance window; all required directors had met guidelines as of record date |
Other Directorships & Interlocks
| Metric | Value | Notes |
|---|---|---|
| Number of other public boards | 3 | Per proxy summary; current boards listed above |
| Simultaneous audit committee service | Yes (three other public companies) | Board determined no impairment to effective service at ServiceNow |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; financially literate under NYSE; deep finance leadership across tech industry; multi‑segment/global operations experience .
- Skills matrix highlights: Senior leadership; risk management; public company board experience; emerging technologies knowledge; large‑scale transformations; financial experience; strategic transactions .
Equity Ownership
| Metric | Date | Amount | % of Shares Outstanding |
|---|---|---|---|
| Shares beneficially owned (Chadwick) | Feb 28, 2025 | 3,547 | <1% (asterisk denotes less than 1%) |
| Shares beneficially owned (Chadwick) | Sep 30, 2025 | 3,205 | <1% (asterisk denotes less than 1%) |
| Outstanding RSUs held by each non‑employee director | Dec 31, 2024 | 428 shares | Time‑based, annual grant |
| Shares outstanding | Mar 24, 2025 | 207,002,272 | Record date for Annual Meeting |
| Shares outstanding | Sep 30, 2025 | 207,564,564 | Basis for beneficial ownership table |
Alignment safeguards:
- Insider trading policy prohibits hedging and pledging of company stock by directors and officers .
- Clawback policy compliant with SEC/NYSE listing standards for recoupment of erroneously paid performance‑based incentive compensation (applies to Section 16 officers; directors not subject to performance pay) .
Governance Assessment
- Board effectiveness: Chadwick brings CFO/COO operating rigor and is an Audit Committee Financial Expert, strengthening oversight of reporting, internal controls, cybersecurity and ESG disclosure controls .
- Independence and attendance: Independent; participated at least 75% of meetings; received supplemental cash for additional meeting attendance, evidencing engagement .
- Ownership alignment: Director equity is time‑based RSUs with enhanced 2025 stock ownership guidelines (5x annual retainer); hedging/pledging prohibited; beneficial ownership <1% consistent with director norms, with standing RSUs outstanding .
- Potential conflicts/interlocks: Concurrent service on audit committees of three other public companies; Board assessed and concluded no impairment to effectiveness at ServiceNow. Continued monitoring advisable given evolving investor views on audit committee “overboarding” .
- RED FLAGS to note: CIC full acceleration of director RSUs may be viewed unfavorably by some shareholders; however, it is disclosed and standardized in the program . No specific related‑party transactions involving Chadwick are indicated in the proxy; Audit Committee retains oversight and approval authority under the Related Party Transactions Policy .