Russell S. Elmer
ServiceNowAbout Russell S. Elmer
Russell S. Elmer is ServiceNow’s General Counsel and Secretary, age 60, serving since November 2018. His education includes a J.D. from the University of California, Berkeley School of Law and an A.B. in Political Science and International Relations from Stanford University . As chief legal officer, Elmer regularly signs SEC filings and corporate instruments, evidencing direct oversight of governance, disclosure, and transactional matters (e.g., 8-Ks, charter and bylaw updates, and Form D) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ServiceNow, Inc. | General Counsel and Secretary | Nov 2018–Present | Chief legal officer; signs SEC filings and corporate instruments |
| LendingClub Corporation | General Counsel | Sep 2016–Nov 2018 | Led legal function at a digital marketplace bank |
| PayPal Holdings, Inc. | Deputy General Counsel | Jul 2015–Sep 2016 | Senior legal leadership at a global payments platform |
| eBay Inc. | Deputy General Counsel | Feb 2014–Jul 2015 | Senior legal leadership at a global e-commerce company |
| Pricelock, Inc. | General Counsel | Apr 2009–Aug 2012 | Led legal at energy solutions platform |
| E*TRADE Financial Corp. | General Counsel | 2000–2007; 2008–2009 | Chief legal officer at electronic trading firm |
| Gray Cary Ware & Freidenrich LLP | Attorney and partner | 1990–2000 | Private practice; complex corporate and securities matters |
External Roles
No external public company directorships or committee roles are disclosed in Elmer’s biography; the proxy lists “Other Leadership Experience and Service” details for some executives, but none for Elmer .
Fixed Compensation
Not disclosed for Elmer (he is an executive officer but not a Named Executive Officer in the proxy). Company-wide governance highlights include multi-year vesting for equity awards, no pension beyond standard 401(k), and no Section 280G tax gross-ups for NEOs .
Performance Compensation
Company architecture emphasizes pay-for-performance with a significant portion of total compensation at risk, majority of long-term incentives in PRSUs, rigorous absolute and relative goals, clawback, and prohibition on single-trigger change-in-control acceleration. Specific metrics/weights for Elmer are not disclosed .
Company Compensation Architecture Features
- Majority of LTI awards are PRSUs; rigorous performance goals (absolute and relative metrics) .
- Clawback policy compliant with SEC/NYSE; additional misconduct-based recoupment; SOX 304 applies to CEO/CFO .
- No hedging or pledging; no margin purchases or borrowing against accounts holding company stock .
- No 280G/4999 tax gross-ups provided to NEOs in 2024; committee retains discretion under 162(m) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (post 11/12–11/13/2025 transactions) | 4,332 shares directly owned as of 11/12–11/14/2025 per Form 4 summaries |
| RSUs outstanding | 1,661 RSUs remained outstanding after 11/12/2025 transactions |
| Ownership guidelines | Updated in 2025 to 3x base salary for “Other Executive Officers”; vested RSUs/PRSUs count; all executive officers required to have met guidelines had satisfied them as of record date . |
| Hedging/pledging | Prohibited for executive officers; no margin purchases or pledging permitted . |
Recent Insider Transactions and Vesting (2024–2025)
| Date | Transaction | Shares | Price | After-owned |
|---|---|---|---|---|
| 11/07/2025 | RSU vest (Code M) | 415 | $0.00 | 5,993 |
| 11/07/2025 | Tax withholding (Code F) | 224 | $861.87 | 5,993 |
| 11/10/2025 | Sale (Code S; 10b5-1) | 191 | $863.86 | 5,993→4,332 |
| 11/12/2025 | RSU/option events (M/F) | 136 (M); 74 (F) | $0; $864.04 | 4,469 |
| 11/13/2025 | Sale (Code S) | 62 | $852.38 | 4,469→4,332 |
| 02/03/2025 | Form 144/A filed; proposed sale | 2,511 | Aggreg. $2,541,357.99 | n/a |
| 11/15–11/18/2024 | Prior sales per Form 144/A | 1,867; 81 | $1,911,751.99; $82,339.74 | n/a |
10b5-1 trading plan adoption: Elmer adopted a plan on May 21, 2025 to sell 110 shares and 100% of net shares from vesting of 10,523 RSUs/PRSUs through May 18, 2026 (net of tax withholding), indicating mechanical, tax-driven selling flows .
Vesting Schedule Evidence (Form 144/A “Securities To Be Sold” – acquisition history)
| Vesting date | Source of shares | Amount |
|---|---|---|
| 05/17/2023 | Restricted Stock Vesting | 89 |
| 02/07/2024 | Restricted Stock Vesting | 55 |
| 02/12/2024 | Restricted Stock Vesting | 68 |
| 02/17/2024 | Restricted Stock Vesting | 2,049 |
| 05/07/2024 | Restricted Stock Vesting | 107 |
| 05/12/2024 | Restricted Stock Vesting | 62 |
| 05/17/2024 | Restricted Stock Vesting | 81 |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | November 2018; General Counsel and Secretary |
| At-will employment | Company’s executive employment agreements are at-will; standardized under Executive Severance Policy effective Jan 1, 2025 for executive leadership team . |
| Severance policy (effective 2025) | Provides standardized payments/benefits upon “Qualifying Termination” (termination without cause or for good reason), with provisions for COBRA and equity acceleration for RSUs/PRSUs; specific multiples disclosed primarily for CEO, with policy framework for executive leadership . |
| Change-of-control | Company policy provides acceleration if awards are not assumed; PRSUs generally accelerate based on actual performance upon qualifying termination in COC window under policy . |
| Clawback | NYSE-compliant clawback plus misconduct-based recovery authority . |
| Hedging/pledging | Prohibited for executive officers . |
| Indemnification | Individual indemnification agreement; advancement of expenses to fullest extent under Delaware law . |
| Insider trading plan | Rule 10b5-1 plan adopted May 21, 2025; scheduled sales of net vested shares and a fixed 110-share sale . |
| Governance activities | Signed restated charter/bylaws and 8-Ks; served as Secretary for 2025 annual and special meeting proxies (including 5-for-1 stock split proposal) . |
Investment Implications
- Insider selling pressure: Elmer’s Rule 10b5-1 plan sells 100% of net vested shares and a small fixed amount, implying mechanical, tax-driven supply around vest dates rather than discretionary selling; recent Form 4s show small programmatic sales near vest events .
- Alignment and risk controls: Strong alignment via ownership guidelines (3x salary for executive officers) and prohibition on hedging/pledging; clawback policy reduces moral hazard; indemnification and standardized severance lower retention risk by providing predictable outcomes .
- Disclosure gaps: Specific pay mix, bonus targets, and performance metrics for Elmer are not disclosed; investors should infer from company-wide compensation architecture (PRSU-heavy, multi-year vesting, rigorous goals), but absence of individual metrics limits precision in pay-for-performance analysis .
- Governance execution: Frequent signatory role on material filings (charter/bylaws updates; special meeting/stock split) indicates active governance stewardship; no pledging or hedging red flags disclosed .