Joseph “Larry” Quinlan
ServiceNowAbout Joseph “Larry” Quinlan
Joseph “Larry” Quinlan, age 62, is an independent director of ServiceNow (NOW) since 2021. He is the former Global Chief Information Officer of Deloitte LLP, bringing deep enterprise IT, risk management, and transformation experience; he holds an MBA from Baruch College (CUNY) and a BS in Industrial Management from the University of the West Indies . The Board determined he is independent under NYSE/SEC standards, with all committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Global Chief Information Officer | Feb 2010–Jun 2021 | Led global technology strategy and operations for a multi‑jurisdiction enterprise |
| Deloitte LLP | US Firms CIO; National Managing Principal for Process Excellence | 1998–2010 | Process optimization and technology leadership across Deloitte US operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Lang LaSalle (JLL) | Director (public company) | Not disclosed | Board oversight at global real estate services firm |
| Booking Holdings Inc. | Director (public company) | Not disclosed | Board oversight at travel technology company |
| Adrienne Arsht Center for Performing Arts Trust | Director | Not disclosed | Non‑profit governance |
| American Foundation for the University of The West Indies | Director | Not disclosed | Non‑profit governance |
| NPower | Emeritus Director | Not disclosed | Workforce development non‑profit |
| NACD Florida Chapter | Director | Not disclosed | Corporate governance thought leadership |
| United Way of Miami | Technology Committee Chair | Not disclosed | Community tech oversight |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met five times in 2024 and oversees financial reporting, internal audit, enterprise risk, ESG disclosure controls, cybersecurity, investments, and related‑party transactions .
- Independence: Independent director under NYSE/SEC standards; all Board committees are 100% independent .
- Tenure and attendance: Director since 2021; each current director participated in at least 75% of Board and applicable committee meetings in 2024 (eight Board meetings; Audit 5, Compensation 7, Governance 4) .
- Lead independent structure: Board maintains executive sessions of non‑employee directors led by the Lead Independent Director; robust oversight of strategy, risk, AI and cybersecurity is described in the proxy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Standard non‑employee director retainer |
| Audit Committee member retainer | $15,000 | Member fee (Chair is $40,000) |
| Total fees earned (2024) | $55,000 | Reported for Quinlan in 2024 director comp table |
Performance Compensation
| Element | Grant details | Vesting | Change in control | Performance metrics (directors) |
|---|---|---|---|---|
| Annual RSU award | $324,488 grant date fair value (May 23, 2024) | Vests in full on earlier of first anniversary or next annual meeting | Accelerates and vests in full | None; director equity grants are time‑based RSUs (performance metrics apply to executives, not directors) |
Executive program metrics for reference (not applicable to directors): Non‑GAAP subscription revenues PRSUs with rTSR modifier; annual cash incentive tied to NNACV, operating margin and non‑financial goals; PRSU performance periods moved to three‑year cliff vesting beginning 2025 .
Other Directorships & Interlocks
| Company | Role | Overlaps with NOW directors | Notes |
|---|---|---|---|
| Jones Lang LaSalle (JLL) | Director | None disclosed | Current public company board |
| Booking Holdings Inc. | Director | None disclosed | Current public company board |
No shared directorships are disclosed between Quinlan and other NOW directors (others serve at firms such as Zoom, Samsara, Confluent, TriNet, Nu) .
Expertise & Qualifications
- Senior leadership, risk management, public company board experience, significant software/technology expertise, knowledge of emerging technologies, large‑scale transformation, and non‑profit/government experience are identified among Quinlan’s skills .
- Board seeks these capabilities to oversee AI governance, cybersecurity, multi‑product scaling, and global operations .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Shares beneficially owned | 1,322 | Held by a trust for which Quinlan is trustee; less than 1% of outstanding shares |
| Outstanding director RSUs (12/31/2024) | 428 | Each non‑employee director held RSUs for 428 shares at year‑end 2024 |
| Hedging/pledging | Prohibited | Company policy prohibits hedging and pledging of Company stock |
| Stock ownership guidelines | 5× retainer | Increased in 2025; five years to comply; directors required to have met guidelines as of the Record Date had satisfied their requirement |
Governance Assessment
- Board effectiveness: Quinlan’s Audit Committee service strengthens financial reporting, internal control, enterprise risk, ESG disclosure controls, and cybersecurity oversight—core to investor confidence in NOW’s governance .
- Independence and engagement: Independent status, adequate meeting attendance, and participation in a Board with regular executive sessions and structured evaluations support robust oversight .
- Alignment and incentives: Director pay is standard market practice (cash retainers + time‑based RSUs with one‑year vesting and CIC acceleration); stock ownership guidelines increased to 5× annual cash retainer to enhance alignment .
- Conflicts/related‑party exposure: Company has a formal Related Party Transactions Policy overseen by the Audit Committee; no related‑party transactions involving Quinlan are disclosed in the proxy .
- Risk indicators: Hedging/pledging prohibited; clawback policy in place; no tax gross‑ups under 280G; strong say‑on‑pay support (88% in 2024) indicates constructive shareholder engagement and confidence in compensation governance .
Overall, Quinlan’s enterprise IT and risk credentials, Audit Committee role, and independent status are positives for board effectiveness with no specific red flags disclosed in attendance, compensation, ownership practices, or related‑party transactions .