McDermott has served as CEO/director since 2019; NOW's 3-year return of +16.5% beats the peer group median by +12.1pp (well within the 35pp threshold for low-positive TSR), so the TSR trigger does not fire, and no overboarding or other disqualifying flags apply.

Bostrom holds 2 outside public board seats (Gitlab, Samsara), well below the 4-seat overboarding threshold; the TSR trigger does not apply given NOW's peer-group outperformance over 3 years, and she has no attendance, independence, or familial relationship concerns.

Briggs is a retired CPA and former Deloitte Vice Chair serving as Audit Committee Chair; she holds 3 outside public board seats (below the 4-seat limit), the TSR trigger does not apply, and she brings clear financial expertise qualifying her for the audit role.

Chamberlain holds 1 outside public board seat; he is designated as an audit committee financial expert, the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are identified.

Jackson holds 0 outside public board seats; the TSR trigger does not apply given peer-group outperformance, and his consumer/creative technology background is relevant to ServiceNow's AI and platform strategy.

Luddy is the company's founder with deep software expertise and 0 outside public board seats; the TSR trigger does not apply, and while he is classified as non-independent, he does not serve on the audit or compensation committee, so no policy trigger fires.

Quinlan holds 2 outside public board seats (Jones Lang LaSalle, Booking Holdings); the TSR trigger does not apply, and his background as Global CIO of Deloitte provides directly relevant technology and risk management expertise.

Sands holds 1 outside public board seat (Nu Holdings); the TSR trigger does not apply, and her financial services and transformation leadership experience supports her roles on the Compensation and Governance committees.

Yuan is a new nominee (exempt from the TSR trigger as a first-time candidate); he holds 2 outside public board seats (Zoom, Intuit) as a sitting public-company CEO, which reaches the 2-seat threshold for sitting CEOs under the overboarding policy — however, one of those seats is his own company (Zoom), and the policy's sitting-CEO overboarding concern is directed at outside commitments beyond the CEO's own firm, meaning Yuan effectively holds 1 true outside seat (Intuit), leaving no overboarding trigger; his deep enterprise software and engineering expertise is directly relevant to ServiceNow's strategy.