Paul E. Chamberlain
ServiceNowAbout Paul E. Chamberlain
Independent director at ServiceNow since 2016; age 61. Former Managing Director and Co‑Head of Global Technology Banking at Morgan Stanley and current president/CEO of PEC Ventures. Education: BA (Princeton, magna cum laude) and MBA (Harvard). Designated Audit Committee Financial Expert; serves on Audit and Leadership Development & Compensation Committees.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| PEC Ventures, LLC | President & CEO | 2015–Present | Invests in/advises high‑growth tech, healthcare, professional services companies |
| Morgan Stanley & Co. | Managing Director; senior roles incl. Co‑Head Global Technology Banking | 1990–2015 | Led tech investment banking; deep strategic/M&A expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriNet Group, Inc. | Director (current) | Not disclosed | Current public company directorship |
| Veeva Systems Inc. | Director (past 5 years) | Not disclosed | Prior public directorship |
| JobTrain | Chair, Strategic Advisory Committee | Not disclosed | Non‑profit leadership in Silicon Valley workforce development |
| Princeton University (Bendheim Center for Finance) | Adjunct Lecturer | Not disclosed | Academic role |
Board Governance
- Committee memberships: Audit; Leadership Development & Compensation
- Audit Committee Financial Expert designation (Reg S‑K 407)
- Independence: Board determined Chamberlain is independent; all committees fully independent
- Board meeting attendance: Each current director participated in ≥75% of aggregate Board/committee meetings in 2024; meetings held—Board: 8; Audit: 5; Compensation: 7; Governance: 4
- Lead Independent Director: Not Chamberlain; role held by Susan L. Bostrom
Fixed Compensation
| Component | Details | Amount/Term |
|---|---|---|
| Annual Board cash retainer | Paid quarterly | $40,000 (2024 schedule) |
| Committee retainers | Audit Chair $40,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $15,000; Governance Chair $20,000; Governance member $10,000 | 2024 schedule (committee retainers increased vs. 2023) |
| Lead Independent Director retainer | N/A (not applicable to Chamberlain) | $50,000 (program level) |
| 2024 director RSU grant | Annual grant at Annual Meeting | $325,000 grant date fair value; time‑based vest |
| Chamberlain 2024 actual | Fees earned in cash | $70,000 |
| Chamberlain 2024 actual | Stock awards (grant date fair value) | $324,488 |
| Chamberlain 2024 total | Cash + stock awards | $394,488 |
Stock ownership guidelines for directors increased in 2025 from 3x to 5x annual cash retainer; all required directors had met guidelines as of the record date .
Performance Compensation
Non‑employee director equity is time‑based RSUs; no performance metrics (e.g., revenue/TSR) apply to director awards. RSUs granted May 23, 2024 vest in full on the earlier of first anniversary or next annual meeting; all director equity accelerates upon change in control . As of December 31, 2024, each non‑employee director held outstanding RSUs for 428 shares; Chamberlain’s reported 2024 stock award fair value was $324,488 .
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Company financial metrics (NNACV, margin, non‑GAAP subscription revenue) | No | Director RSUs are not performance‑based |
| rTSR modifiers | No | Not used for director equity |
| Vesting schedule | Yes | Full vest by first anniversary or next annual meeting |
| Change‑in‑control treatment | Yes | Director awards accelerate and vest in full |
Other Directorships & Interlocks
| Company | Sector | Interlocks with NOW directors/customers/suppliers | Notes |
|---|---|---|---|
| TriNet Group, Inc. | HR/PEO services | None disclosed | Current public board |
| Veeva Systems Inc. | Life sciences software | None disclosed | Prior 5‑year public board |
No specific related‑party transactions involving Chamberlain are disclosed in the proxy; the Audit Committee oversees approval of any related‑party transactions per Company policy .
Expertise & Qualifications
- Technology investment banking leadership; extensive M&A, equity/debt financing experience
- Audit Committee Financial Expert; financially literate per NYSE
- Software/technology industry exposure; multi‑segment company experience
- Education: BA Princeton (magna cum laude); MBA Harvard
Equity Ownership
| As‑of Date | Shares Beneficially Owned | Percent Outstanding |
|---|---|---|
| Feb 28, 2025 | 9,739 | <1% |
| Sep 30, 2025 | 9,567 | <1% |
- Ownership guideline compliance: directors met required thresholds as of record date
- Hedging/pledging: prohibited for directors under Insider Trading Policy and governance practices
- Form/vesting: Director RSUs are time‑based; any awards accelerate upon change in control
Governance Assessment
- Strengths: Dual committee service (Audit; Compensation) with Audit Financial Expert designation enhances oversight quality; independence affirmed; attendance meets thresholds; director ownership aligned via 5x retainer guideline; hedging/pledging prohibited .
- Compensation alignment: Director pay mix standard (cash retainer + annual RSUs); RSUs are time‑based with straightforward vesting; no performance metric complexity or discretionary equity in 2024; committee retainers modestly increased to match peers .
- Conflicts/related parties: No specific related‑party transactions disclosed for Chamberlain; Audit Committee actively reviews and approves any such transactions under policy, mitigating risk .
- Signals: Say‑on‑pay support rose to ~88% in 2024; Compensation Committee engages shareholders and uses independent consultant Pay Governance; Chamberlain sits on this committee, supporting responsiveness on pay practices .