Susan L. Bostrom
ServiceNowAbout Susan L. Bostrom
Lead Independent Director at ServiceNow since May 2024; director since 2014; age 64. Former Executive Vice President, Chief Marketing Officer and Head of Worldwide Government Affairs at Cisco (1997–2011). Education: B.S. in Business, University of Illinois; M.B.A., Stanford Graduate School of Business. Independent director; current Chair of the Leadership Development & Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | EVP, Chief Marketing Officer; Head of Worldwide Government Affairs | 1997–2011 | Senior leadership of marketing and public policy functions; global operations exposure. |
| ServiceNow, Inc. | Chair, Nominating & Governance Committee (stepped down) | Through June 1, 2023 | Governance leadership and board refresh; transitioned to Compensation Committee Chair effective June 1, 2023. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GitLab Inc. | Director (current) | Not disclosed | Public software company directorship. |
| Samsara Inc. | Director (current) | Not disclosed | Public software company directorship. |
| Nutanix, Inc. | Director (past 5 years) | Not disclosed | Public company directorship (past). |
| Cadence Design Systems, Inc. | Director (past 5 years) | Not disclosed | Public company directorship (past). |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, approving agendas/schedules, facilitating dialogue, serving as liaison with the CEO, leading CEO evaluation and succession, and shareholder outreach.
- Committee assignments: Chair, Leadership Development & Compensation Committee; committee members independent under NYSE/SEC; 7 Compensation Committee meetings held in 2024.
- Board structure: Combined Chairman/CEO with strong, empowered Lead Independent Director; Board reviews structure annually.
- Independence and sessions: Board committees are 100% independent; regular executive sessions led by the Lead Independent Director.
- Attendance and engagement: Eight Board meetings in 2024; each current member attended at least 75% of Board and applicable committee meetings; nine directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board Annual Retainer (cash) | $40,000 | Paid quarterly. |
| Lead Independent Director Retainer (cash) | $50,000 | Additional annual cash retainer. |
| Audit Committee Chair / Member | $40,000 / $15,000 | Chair increased from $37,500 (2023) to $40,000 (2024); member unchanged vs prior. |
| Compensation Committee Chair / Member | $25,000 / $15,000 | Chair increased from $22,500; member increased from $13,800. |
| Governance Committee Chair / Member | $20,000 / $10,000 | Unchanged vs 2023. |
| Actual Fees Earned (2024) | $115,220 | Includes $20,000 supplemental cash for attendance at multiple Board meetings beyond ordinary requirements. |
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value | Shares/Units | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| Annual RSU (non-employee director) | May 23, 2024 | $325,000 | Notional value-based grant | Vests in full on the earlier of first anniversary or next annual meeting, subject to service. | |
| Outstanding RSUs as of 12/31/2024 | — | — | 428 shares (per director) | Time-based; counted as outstanding awards. | |
| COC Treatment (directors) | — | — | — | All equity awards accelerate and vest in full upon change in control. |
No options or performance-vested equity awards disclosed for non-employee directors; director equity grants are time-based RSUs, aligning pay with service rather than financial/operational targets.
Director Compensation – 2024 Detail
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susan L. Bostrom | 115,220 | 324,488 | 439,708 |
| Notes | — | — | Includes $20,000 supplemental cash for extra Board meeting attendance. |
Other Directorships & Interlocks
- Current public boards: GitLab Inc.; Samsara Inc. (both software) — potential industry adjacency, but no related-party transactions disclosed.
- Compensation Committee interlocks/related-party: None among committee members under Regulation S‑K Item 404 for 2023; no insider participation.
- External commitments: Board affirmed each nominee’s ability to dedicate sufficient time; considers attendance, number of other boards, and engagement.
Expertise & Qualifications
- Senior leadership experience; risk management; software industry expertise; public board experience; knowledge of emerging technologies; large-scale transformations; global operations; multi-product/segment exposure; experience at high-growth organizations with $10B+ revenue; non-profit/education/government exposure.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Susan L. Bostrom (2025 record date) | 2,938 | <1% | As reported in Security Ownership table. |
| Susan L. Bostrom (2024 record date) | 2,340 | <1% | Prior year ownership. |
| Outstanding RSUs (12/31/2024) | 428 | — | Applies to each non-employee director. |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging. |
Compensation Committee Analysis
- Chair: Susan L. Bostrom; members: Paul E. Chamberlain, Jeffrey A. Miller*, Anita M. Sands; 7 meetings in 2024.
- Responsibilities include executive pay decisions, director pay recommendations, ownership guidelines, shareholder feedback integration, compensation risk oversight, and HCM strategy review; Chair leads investor engagement on compensation.
- Independent compensation consultant changed from Compensia (2023) to Pay Governance (July 2024) to provide fresh perspective; consultants meet in executive session without management.
- Stock ownership guidelines increased from 3x to 5x annual cash retainer in 2025; directors have five years to comply; all required directors had satisfied guidelines as of the record date.
Policies, Safeguards, and Governance Signals
- Clawback policy; no Section 280G tax gross-ups; prohibition on hedging/pledging; multi-year vesting for all equity awards; majority voting with resignation policy; proxy access (3/3/20/20).
- Lead Independent Director structure used to offset combined Chair/CEO model; regular executive sessions support independent oversight.
Governance Assessment
- Strengths: Experienced Lead Independent Director and Compensation Chair with deep tech and marketing background; robust governance safeguards (clawback, anti-hedging/pledging, majority voting); active shareholder engagement by the Compensation Chair; increased director ownership requirements to 5x retainer, enhancing alignment.
- Engagement signal: Supplemental $20,000 cash payment for attending multiple Board meetings beyond ordinary requirements indicates unusually high involvement when needed.
- Potential risks: Director RSUs accelerate on change-in-control (not performance-based), which can be viewed as reduced at-risk alignment versus performance-vested equity; combined Chair/CEO increases reliance on LID effectiveness (mitigated by well-defined LID responsibilities and independent committee structure).
- Conflicts: No Item 404 related-party transactions or compensation committee interlocks disclosed for Bostrom; external commitments monitored and affirmed by Board as not impairing effectiveness.
Overall, Bostrom’s leadership in compensation oversight, formalized LID responsibilities, and strengthened ownership guidelines support investor confidence; equity acceleration on change-in-control and non-performance director equity are typical but worth monitoring alongside her external board commitments.
