Nicholas Tzitzon
ServiceNowAbout Nicholas Tzitzon
Nicholas Tzitzon is Vice Chairman of ServiceNow, age 45, in the role since January 2025 and with the company since January 2020. He holds a B.S. in Government from Suffolk University and previously served as Chief Strategy and Corporate Affairs Officer (2021–2025) and Chief Strategy Officer (2020–2021) at ServiceNow, and as Executive Vice President at SAP SE (2012–2019) . Company performance during his tenure includes 2024 subscription revenue growth of 23%, non-GAAP operating margin of 29.5%, free cash flow margin of 31.5% ($3.5B FCF), and five-year TSR outperformance vs the peer group and the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceNow | Vice Chairman | Jan 2025–Present | Senior leadership role aligning strategy, corporate affairs and stakeholder engagement |
| ServiceNow | Chief Strategy & Corporate Affairs Officer | Sep 2021–Jan 2025 | Led corporate strategy and external affairs during accelerated AI and product expansion |
| ServiceNow | Chief Strategy Officer and other senior roles | Jan 2020–Aug 2021 | Drove strategy as the platform scaled to >$10B revenue |
| SAP SE | EVP and other senior roles | Oct 2012–Dec 2019 | Executive leadership at a global enterprise software leader |
External Roles
Skip – not disclosed for Tzitzon in the proxy .
Fixed Compensation
Skip – Tzitzon was not a named executive officer (NEO) for 2024; individual base salary and bonus details are not disclosed in the proxy .
Performance Compensation
Company program design and outcomes (applies to NEO program; indicative of executive incentives and alignment).
- Annual cash incentive metrics: NNACV and operating margin (financial goals 75% weighting), plus non-financial goals (25%) with Committee discretion to reduce outcomes by up to 25% in 2024. Payout earned at 99.3% of target for 2024 .
- PRSUs: non-GAAP subscription revenues (primary metric), with a 20% rTSR modifier; 2024 transition featured 2-year and 3-year performance periods with 1/3 and 2/3 vesting; go-forward 3-year cliff vesting and measurement on final-year non-GAAP subscription revenues .
| Metric | Weighting | Target | Actual/Payout | Vesting Treatment |
|---|---|---|---|---|
| Annual Cash Incentive – NNACV | Part of 75% financial | Not disclosed | Contributed to 99.3% total payout | Cash, annual |
| Annual Cash Incentive – Operating Margin | Part of 75% financial | Not disclosed | Contributed to 99.3% total payout | Cash, annual |
| Annual Cash Incentive – Non-financial goals | 25% | Committee discretion (down only in 2024) | Downward adjustment up to 25% possible; 2025 plan allows ±10% modification | Cash, annual |
| PRSUs – Non-GAAP Subscription Revenues | 100% core metric | Pre-set for final year of period | Ongoing; earned post performance period end | 2024: 2y/3y transition; Go-forward: 3-year cliff |
| PRSUs – rTSR vs S&P 500 | 20% modifier | Relative percentile | Modifier applied to PRSU outcomes | Follows PRSU vesting cadence |
Equity Ownership & Alignment
- Stock ownership guidelines: updated in 2025 to 6x base salary for CEO and 3x for other executive officers; executives have five years to comply. Hedging and pledging are prohibited; clawback policy maintained .
- Insider transactions and vesting schedules for Tzitzon (Form 4s):
- RSU vesting cadence: a grant vesting 1/12th quarterly beginning May 15, 2025; prior RSU vesting 1/16th quarterly beginning May 17, 2023 .
- Reported sales and tax withholding in Aug/Nov 2025 under a Rule 10b5-1 plan (adopted Feb 28, 2025), typical for liquidity and taxes; post-activity beneficially owned shares and unvested RSUs are disclosed in filings .
| Date | Transaction Type | Shares | Price ($) | Post-Transaction Direct Ownership | Notes |
|---|---|---|---|---|---|
| Aug 15, 2025 | RSU vesting (M) | 2,782 acquired | 0 | Not specified in this line | 10b5-1 plan adopted 02/28/2025; vest splits |
| Aug 15, 2025 | Tax withholding (F) | 1,347 | 867.24 | — | Withholding on RSU vesting |
| Aug 18, 2025 | Sale (S) | 1,719 | 866.45 | 3,000 | Under 10b5-1 plan |
| Nov 7, 2025 | RSU vesting (M) | 438 | 0 | 3,226 | 212 shares withheld at $861.67; 1,755 RSUs remained |
| Nov 12–14, 2025 | Option/RSU activity & withholding | 114 exercised; 56 withheld | 864.04 | 3,398 (example line items) | Series of filings (see index) |
Ownership table (policy-level):
| Policy | Requirement | Compliance Status |
|---|---|---|
| CEO ownership | 6x base salary | All executive officers required to have met guidelines as of Record Date had satisfied them |
| Other executive officers | 3x base salary | Same as above; hedging/pledging prohibited; clawback in place |
Pledging/Hedging: Prohibited for officers and directors .
Employment Terms
- Appointment and tenure: Vice Chairman since Jan 2025; executive officer since 2020 .
- Severance policy (effective Jan 1, 2025; applies to Eligible Employees other than CEO):
- Without change-in-control (CIC): lump-sum cash equal to then-current annual base salary; actual bonus for the year payable at normal timing; 12 months COBRA equivalent; PRSUs vest pro rata at end of period based on actual performance .
- With CIC (within 3 months before or 12 months after): lump-sum 1.5x (base salary + target bonus); 18 months COBRA equivalent; immediate vesting of 100% of unvested RSUs and PRSUs (PRSUs based on actual performance) .
- Clawback policy maintained; no Section 280G tax gross-ups; multi-year vesting for equity; prohibition on single-trigger equity acceleration outside policy terms .
Performance & Track Record
Company performance context:
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Total Revenues ($MM) | 2,797 | 3,407 |
| Net Income ($MM) | 432 | 502 |
| GAAP Operating Margin (%) | 9% (Q2 2024/25 context) | 11% (Q2 2025) |
| Non-GAAP Operating Margin (%) | 27.5% (Q2 2024) | 29.5% (Q2 2025) |
2024 full-year highlights: $11B total revenues; 23% subscription revenue growth; non-GAAP operating margin 29.5%; free cash flow margin 31.5%; $3.5B FCF; TSR over five years significantly outperformed peer group and S&P 500 .
Compensation Structure Analysis
- Increased alignment: PRSUs moved to full 3-year performance period with 3-year cliff vesting; retention via RSUs balanced with high at-risk PRSU weighting .
- Removal of metric overlap between annual cash incentive and PRSUs (NNACV now only in annual cash incentive) .
- Governance guardrails: no option repricing; no 280G tax gross-ups; clawback policy; prohibition on hedging/pledging .
- Shareholder support: say-on-pay approval rose to ~88% in 2024, reflecting acceptance of program changes .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: approximately 88% .
- Engagement themes: compensation design changes, AI strategy oversight, board refreshment; Company maintained biannual engagement led by Compensation Committee Chair .
Risk Indicators & Red Flags
- Insider selling pressure: Multiple Form 4 sales/withholdings in 2024–2025 reflect tax and 10b5-1 pre-planned activity; not inherently negative but indicates ongoing liquidity events around vesting dates .
- Equity acceleration terms: CIC provides full RSU and PRSU vesting (PRSUs based on actual performance), which can concentrate payout sensitivity to transaction events .
- No pledging/hedging; active clawback reduces misalignment risk .
Investment Implications
- Pay-for-performance design with heavier long-term PRSU weighting and rTSR modifier ties senior executive outcomes to subscription revenue execution and relative shareholder returns, supporting alignment; 2024 payout at 99.3% indicates rigorous targets but strong delivery .
- Ownership guidelines (3x salary for executives) and prohibited hedging/pledging reduce misalignment; ongoing RSU vesting and Rule 10b5-1 sales suggest regular liquidity but not opportunistic trading, mitigating near-term selling overhang risk if schedules are predictable .
- CIC economics (1.5x cash + full equity acceleration for eligible employees) create retention pre-CIC but could crystallize significant value at deal close; investors should monitor executive employment status and unvested PRSU targets for potential deal sensitivities .
- Company fundamentals remain strong (revenue and net income growth; expanding non-GAAP margins and FCF), underpinning incentive attainment probabilities across multi-year PRSU cycles .