Gartner Inc DEF 14A, filed Apr 17, 2023

Gartner Inc (IT)

DEF 14A 2023-04-17

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Added on June 12, 2026

About this DEF 14A

Gartner Inc filed this DEF 14A on April 17, 2023.

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¨			Preliminary Proxy Statement
¨			Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to Rule 14a-12


x			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Date:	Thursday, June 1, 2023

Time:	10:00 a.m. Eastern Time

Location:	Attend the annual meeting online, including submitting questions and voting, at www.virtualshareholdermeeting.com/IT2023

Matters To Be Voted On:	(1)	Election of twelve members of our Board of Directors;

	(2)	Approval, on an advisory basis, of the compensation of our named executive officers;

	(3)	Vote, on an advisory basis, on the frequency of future stockholder advisory votes on the Company’s executive compensation;

	(4)	Approval of the Gartner, Inc. Long-Term Incentive Plan; and

	(5)	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year.

Record Date:	April 6, 2023 – You are eligible to vote if you were a stockholder of record on this date.

Proxy Voting:	You may vote by internet, telephone or mail, regardless of whether you plan to participate in the Annual Meeting. As always, we recommend voting in advance. Please refer to the section entitled “Information Concerning Proxy Materials and the Voting of Proxies – How Can You Vote?” on page 69 of the Proxy Statement for a description of how to vote.


GENERAL INFORMATION

The Annual Meeting and Proposals			1

THE BOARD OF DIRECTORS

General Information About Our Board of Directors			2
Director Skills, Experience and Expertise			7
Majority Vote Standard			8
Compensation of Directors			8
Director Compensation Table			9
Director Stock Ownership and Holding Period Guidelines			10

CORPORATE GOVERNANCE

Board Principles and Practices			11
Director Independence			11
Board Leadership Structure			12
Risk Oversight			12
Management Succession Planning			13
Shareholder Engagement			13
Corporate Responsibility and Sustainability			13
Board and Committee Meetings and Annual Meeting Attendance			14
Committees Generally and Charters			14
Audit Committee			15
Compensation Committee			16
Governance/Nominating Committee			17
Code of Ethics and Code of Conduct			17

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors			18

EXECUTIVE OFFICERS

General Information about our Current Executive Officers			19

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary			22
Compensation Setting Process for 2022			25
Other Compensation Policies and Information			31
Executive Stock Ownership and Holding Period Guidelines			31
Clawback Policy			32
Hedging and Pledging Policies			32
Accounting and Tax Impact			32
Compensation Committee Report			33


COMPENSATION TABLES AND NARRATIVE DISCLOSURES

Summary Compensation Table			34
Other Compensation Table			35
Grants of Plan-Based Awards Table			36
Certain Employment Agreements with Executive Officers			37
Outstanding Equity Awards at Fiscal Year-End Table			40
Option Exercises and Stock Vested Table			42
Non-Qualified Deferred Compensation Table			42
Potential Payments upon Termination or Change in Control			43
Pay Ratio			45
Pay vers us Performance			46
Equity Compensation Plan Information			49

PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			50

PROPOSAL TH REE: VOTE , ON AN ADVISORY BASIS , O N THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPANY ’S EXECUTIVE COMPENSATION			51

PROPOSAL FOUR: APPROVAL OF THE GA RTNER, INC. LONG-TERM INCENTIVE PLAN			52

PROPOSAL F IVE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			62

Principal Accountant Fees and Services			62
Audit Committee Report			63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64

TRANSACTIONS WITH RELATED PERSONS			66

DELINQUENT SECTION 16(A) REPORTS			66

PROXY AND VOTING INFORMATION

Information Concerning Proxy Materials and the Voting of Proxies			67
Stockholder Communications			71
Available Information			71
Process for Submission of Stockholder Proposals for our 202 4 Annual Meeting			71
Annual Report			72

APPENDIX A – GARTNER, INC. LONG-TERM INCENTIVE PLAN			A-1


Peter E. Bisson AGE: 65 DIRECTOR SINCE: 2016 Independent COMMITTEE: Governance/Nominating Committee			Mr. Bisson retired from McKinsey & Company, a global management consulting business, in 2016 where he last served as Director and Global Leader of the High Tech Practice. Mr. Bisson held a number of other leadership positions at McKinsey & Company, including chair of its knowledge committee, which guides the firm’s knowledge investment and communication strategies, member of the firm’s shareholders committee and leader of the firm’s strategy and telecommunications practices. In more than 30 years at McKinsey & Company, Mr. Bisson advised a variety of multinational public companies in the technology-based products and services industry. Mr. Bisson is also a director of Automatic Data Processing, Inc. As a result of Mr. Bisson’s extensive consulting experience advising clients on corporate strategy and M&A, design and execution of performance improvement programs, and marketing and technology development, he brings to the Board and the Governance/Nominating Committee critical insight into operations and long-term strategy. This, coupled with his in-depth knowledge of the technology space, qualifies him to serve as a director.


Richard J. Bressler AGE: 65 DIRECTOR SINCE: 2006 Independent Financial Expert COMMITTEE: Audit Committee (Chair)			Mr. Bressler is President, Chief Operating Officer and Chief Financial Officer of iHeartMedia, Inc., a mass media company. iHeartMedia, Inc. filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in March 2018 and emerged from bankruptcy in May 2019. From July 2013 to April 2019, Mr. Bressler also served as the Chief Financial Officer of Clear Channel Outdoor Holdings, Inc., an outdoor advertising company. Prior to joining iHeartMedia, he served as Managing Director of Thomas H. Lee Partners, L.P., a Boston-based private equity firm, from 2006 to July 2013. He joined Thomas H. Lee Partners from his role as Senior Executive Vice President and Chief Financial Officer of Viacom Inc., where he managed all strategic, financial, business development and technology functions. Mr. Bressler has also served in various capacities with Time Warner Inc., including Chairman and Chief Executive Officer of Time Warner Digital Media and Executive Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc., he was a partner with the accounting firm of Ernst & Young. Mr. Bressler is currently a director of iHeartMedia, Inc., and a former director of The Nielsen Company B.V. and Warner Music Group Corp. Mr. Bressler qualifies as an audit committee financial expert due to his extensive financial and operational roles at large U.S. public companies. He has held several senior leadership positions and brings a wealth of management, financial, accounting and professional expertise to our Board and Audit Committee.
Raul E. Cesan AGE: 75 DIRECTOR SINCE: 2012 Independent COMMITTEE: Compensation Committee			Mr. Cesan is the Founder and Managing Partner of Commercial Worldwide LLC, an investment firm. Prior thereto, he spent 25 years at Schering-Plough Corporation, serving in various capacities of substantial responsibility: President and Chief Operating Officer (from 1998 to 2001); Executive Vice President of Schering-Plough Corporation and President of Schering-Plough Pharmaceuticals (from 1994 to 1998); President of Schering Laboratories, U.S. Pharmaceutical Operations (from 1992 to 1994); and President of Schering-Plough International (from 1988 to 1992). Mr. Cesan was also a director of The New York Times Company until April 2018. Mr. Cesan’s international experience brings important insight to our global business. His 25 years at Schering-Plough give him substantial leadership and extensive operational experience, allowing him to provide valuable guidance to our Board and Compensation Committee.
Karen E. Dykstra AGE: 64 DIRECTOR SINCE: 2007 Independent Financial Expert COMMITTEE: Audit Committee			Ms. Dykstra served as Chief Financial and Administrative Officer from November 2013 to July 2015 and as Chief Financial Officer from September 2012 to November 2013 of AOL, Inc., an online service provider. From January 2007 until December 2010, Ms. Dykstra was a Partner of Plainfield Asset Management LLC (“Plainfield”), and she served as Chief Operating Officer and Chief Financial Officer of Plainfield Direct LLC, Plainfield’s business development company, from May 2006 to 2010, and as a director from 2007 to 2010. Prior thereto, she spent over 25 years with Automatic Data Processing, Inc., serving most recently as Chief Financial Officer from January 2003 to May 2006, and prior thereto as Vice President – Finance, Corporate Controller and in other capacities. Ms. Dykstra is a director of VMware, Inc. and Arm Limited and a former director of Crane Co.; AOL, Inc.; and Boston Properties, Inc. As a result of her past service in principal financial leadership positions, Ms. Dykstra brings to the Board extensive financial expertise, including in-depth knowledge of financial reporting rules and regulations and accounting principles. Ms. Dykstra qualifies as an audit committee financial expert, and her substantial management, financial, accounting and oversight experience provide important expertise to our Board and Audit Committee.


Diana S. Ferguson AGE: 60 DIRECTOR SINCE: 2021 Independent Financial Expert COMMITTEE: Audit Committee			Diana S. Ferguson is the Founder and Principal of Scarlett Investments, LLC, an investment and advisory company for middle-market consumer products businesses founded in 2013. From 2015 to 2020, she served as CFO of Cleveland Avenue, LLC, a venture capital investment company. Previously, Ms. Ferguson also served as CFO of the Chicago Board of Education; Senior Vice President and CFO at The Folgers Coffee Company; and Executive Vice President and CFO of Merisant Worldwide, Inc., a manufacturer of sweetener products. Ms. Ferguson currently serves as a director of Mattel, Inc. and Chair of Sally Beauty Holdings, Inc. Ms. Ferguson is a former director of Frontier Communications Corporation; TreeHouse Foods, Inc.; and Invacare Corporation. As a former CFO of several large corporations, Ms. Ferguson qualifies as an audit committee financial expert and brings extensive financial, accounting and reporting experience to the Board. In addition, her present and past service on several public boards gives her valuable knowledge and perspective into best practices and corporate strategy.
Anne Sutherland Fuchs AGE: 75 DIRECTOR SINCE: 1999 Independent COMMITTEE: Compensation Committee (Chair) Governance/Nominating Committee			Ms. Fuchs served as Group President, Growth Brands Division, Digital Ventures, a division of J.C. Penney Company, Inc., from November 2010 until April 2012. She also served as Chair of the Commission on Women’s Issues for New York City during the Bloomberg Administration, a position she held from 2002 through 2013. Previously, Ms. Fuchs served as a consultant to companies on branding and digital initiatives and as a senior executive with operational responsibility at LVMH Moët Hennessy Louis Vuitton; Phillips, de Pury & Luxembourg; and several publishing companies, including Hearst Corporation, Conde Nast, Hachette and CBS. Ms. Fuchs is a former director of Pitney Bowes Inc. Ms. Fuchs’ executive management, content and branding skills plus operations expertise; knowledge of government operations and government partnerships with the private sector; and keen interest and knowledge of diversity, governance and executive compensation matters provide important perspective to our Board and its Compensation and Governance/Nominating Committees.
William O. Grabe AGE: 84 DIRECTOR SINCE: 1993 Independent COMMITTEE: Governance/Nominating Committee (Chair)			Mr. Grabe is an Advisory Director of General Atlantic LLC, a global private equity firm. Prior to joining General Atlantic in 1992, Mr. Grabe was a Vice President and Corporate Officer of IBM Corporation. Mr. Grabe is presently a director of Lenovo Group Limited. He is a former director of Infotech Enterprises Limited, Compuware Corporation, Patni Computer Systems Ltd. (now known as iGate Computer Systems Limited), Covisint Corporation and QTS Realty Trust Inc. Mr. Grabe is also a trustee of the Nature Conservatory in Florida and the NYU Entrepreneurial Institute, as well as a member of the Board of Grand Canyon Trust and the UCLA Anderson School of Management Board of Visitors. Mr. Grabe’s experience at IBM Corporation and his prior service on several boards in the technology space have given him extensive industry knowledge. In addition, Mr. Grabe’s other directorships have provided him with substantial insight into corporate governance and best practices, which are critical to our Governance/Nominating Committee. His significant senior executive experience, knowledge of business operations and comprehensive understanding of the global information technology industry make him a valued member of the Board and Governance/Nominating Committee.


José M. Gutiérrez AGE: 61 DIRECTOR SINCE: 2023 Independent COMMITTEE: None			Mr. Gutiérrez has considerable experience across a diverse range of industries at both the executive and board-level, including strong technology expertise. Prior to his retirement in 2016, Mr. Gutiérrez spent 25 years at AT&T Inc., where he held several senior executive positions including President and/or CEO of five business units ranging from $5 billion to $25 billion in revenue. His leadership roles at AT&T have cultivated a keen insight into corporate strategy and a customer-focused approach to business. He also has significant financial and accounting experience and has been a valued member of several public-company boards, serving in audit, finance, compensation, nominating and governance committees. Mr. Gutiérrez currently serves as a director of Denny’s Corp. and Adient plc. He previously served as a director of Dr. Pepper Snapple Group, where he participated in the merger with JAB’s Keurig, creating a combined $11 billion beverage conglomerate and driving significant value for shareholders. He is also an active member of several boards at the University of Missouri and serves as Vice-Chairman of the Thompson Foundation for Autism.
Eugene A. Hall AGE: 66 DIRECTOR SINCE: 2004 Nonindependent COMMITTEE: None			Mr. Hall is the Chief Executive Officer of Gartner. Prior to joining Gartner as Chief Executive Officer in 2004, Mr. Hall was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global technology and services company, serving most recently as President, Employers Services Major Accounts Division, a provider of human resources and payroll services. Prior to joining ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as director. As Gartner’s CEO, Mr. Hall is responsible for developing and executing on the Company’s operating plan and business strategies in consultation with the Board and for driving Gartner’s business and financial performance. He is the sole management representative on the Board. Mr. Hall possesses extensive leadership and industry experience, both at and prior to joining Gartner, including a profound knowledge and understanding of our business, operations and strategy.
Stephen G. Pagliuca AGE: 68 DIRECTOR SINCE: 1990 (except for six months in 2009 when he entered the U.S. Senate race for Massachusetts) Independent COMMITTEE: None			Mr. Pagliuca is a Senior Advisor and former Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and former Co-Chairman of Bain Capital, L.P. He is also a Managing Partner and an owner of the Boston Celtics basketball franchise. Mr. Pagliuca is also co-owner and co-chairman of the Serie A professional football club, Atalanta Bergamasca Calcio. Mr. Pagliuca joined Bain & Company in 1982 and founded the Information Partners private equity fund for Bain Capital in 1989. Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and international tax specialist for Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca is a former director of Kioxia Holdings Corporation; Burger King Holdings, Inc.; HCA Healthcare, Inc.; Quintiles Transnational Corporation; Warner Chilcott PLC; the Weather Company; and Axis Bank, Ltd. He currently serves on the board of directors of Coherent Corp. (formerly known as II-VI Incorporated) and Virgin Voyages. Mr. Pagliuca’s 34 years of experience at Bain Capital gives him an in-depth knowledge of corporate strategy, operations and extensive senior leadership experience. He also has a comprehensive subject matter knowledge of Gartner’s history, the development of its business model and the global information technology industry, as well as financial and accounting matters. This experience makes Mr. Pagliuca well-positioned to provide the Board with key insight in evaluating and directing our long-term growth.


Eileen M. Serra AGE: 68 DIRECTOR SINCE: 2017 Independent COMMITTEE: Compensation Committee			Ms. Serra retired from JPMorgan Chase & Co., an international financial services company, in February 2018, where she last served as a Senior Advisor focusing on strategic growth initiatives across Chase Consumer and Community Banking businesses. From 2012 to 2016, she served as the CEO of Chase Card Services. Prior to joining Chase Card Services in 2006, Ms. Serra was a Managing Director at Merrill Lynch. She was a Senior Vice President at American Express and a Partner at McKinsey & Company earlier in her career. Ms. Serra is a former director of Seven Oaks Acquisition Corp. She is currently a director of Capital One Financial Corporation and Boxed, Inc. Ms. Serra has extensive operational and management experience, having held senior positions at some of the world’s largest companies. Her experience at Chase also provides her with in-depth knowledge of corporate strategy and growth opportunities. This, coupled with her proven track record of large-scale leadership, enables her to provide valuable guidance to our Board.
James C. Smith AGE: 82 DIRECTOR SINCE: 2002 CHAIRMAN OF THE BOARD SINCE: 2004 Independent COMMITTEE: Audit Committee			Mr. Smith was Chairman of the Board of First Health Group Corp., a national health benefits company, until its sale in 2004. He also served as First Health’s Chief Executive Officer from January 1984 through January 2002 and President from January 1984 to January 2001. Mr. Smith’s long-time expertise and experience as the founder, senior-most executive and Chairman of the Board of a successful large public company provides a unique perspective and insight into management and operational issues faced by the Board, the Audit Committee and our CEO. This experience, coupled with Mr. Smith’s personal leadership qualities, qualifies him to continue to serve as Chairman of the Board.


			4 female directors
			3 ethnically diverse directors
			50% of our Board members are ethnically or gender diverse
			11 of 12 independent director nominees
			Board Committees consist of only independent directors


Annual Director Retainer Fee:			$60,000 per director and an additional $100,000 for our non-executive Chairman of the Board, payable in arrears in four equal quarterly installments, on the first business day of each quarter. These amounts are paid in common stock equivalents (“CSEs”) granted under the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”), except that a director may elect to receive up to 50% of this fee in cash. The CSEs convert into Common Stock on the date the director’s continuous status as a director terminates, unless the director elects accelerated release as provided in the 2014 Plan. The number of CSEs awarded is determined by dividing the aggregate director fees owed for a quarter (other than any amount payable in cash) by the closing price of the Common Stock on the first business day following the close of that quarter.
Annual Committee Chair Fee:			$10,000 for the chair of our Governance Committee and $15,000 for the chairs of our Audit and Compensation Committees. Amounts are payable in the same manner as the Annual Director Retainer Fee.
Annual Committee Member Fee:			$7,500 for our Governance Committee members, $10,000 for our Compensation Committee members and $15,000 for our Audit Committee members. Committee chairs receive both a committee chair fee and a committee member fee. Amounts are payable in the same manner as the Annual Director Retainer Fee.
Annual Equity Grant:			$240,000 in value of restricted stock units (“RSUs”), awarded annually on the date of the Annual Meeting. The number of RSUs awarded is determined by dividing $240,000 by the closing price of the Common Stock on the award date. The RSUs vest one year after grant subject to continued service as director through that date; release may be deferred beyond the vesting date at the director’s election.


Name	Fees Earned Or Paid ($)(1)	Stock Awards ($)(2)	Total ($)
Peter E. Bisson	67,277	239,806	307,083
Richard J. Bressler	90,010	239,806	329,816
Raul E. Cesan	70,137	239,806	309,943
Karen E. Dykstra	74,900	239,806	314,706
Diana S. Ferguson	66,404	239,806	306,210
Anne Sutherland Fuchs	92,546	239,806	332,352
William O. Grabe	77,336	239,806	317,142
Stephen G. Pagliuca	59,795	239,806	299,601
Eileen M. Serra	70,137	239,806	309,943
James C. Smith	175,112	239,806	414,918


Corporate Governance Highlights:
➣			Independent Chairman of the Board
➣			Majority voting for directors
➣			Annual election of directors
➣			Annual Board and Committee performance evaluation
➣			Executive sessions after Board and Committee meetings
➣			11 out of 12 directors are independent
➣			4 out of 12 directors are women
➣			3 out of 12 directors identify as racially/ethnically diverse
➣			Fully independent Board committees
➣			Annual director affirmation of compliance with Code of Conduct
➣			Annual director evaluation of CEO
➣			Annual review of director compensation by the Compensation Committee
➣			Independent compensation consultant


Name	Audit	Compensation	Governance/Nominating
Peter E. Bisson			✓
Richard J. Bressler	✓ (Chair)
Raul E. Cesan		✓
Karen E. Dykstra	✓
Diana S. Ferguson	✓*
Anne Sutherland Fuchs		✓ (Chair)	✓
William O. Grabe			✓ (Chair)
Stephen G. Pagliuca
Eileen M. Serra		✓
James C. Smith	✓
Meetings Held in 2022:	5	5	4
* Ms. Ferguson was appointed as a member of the Audit Committee on July 28, 2022.
Mr. José M. Gutiérrez was appointed a Director on February 2, 2023.



PROXY STATEMENT


Our Audit Committee serves as an independent body to assist in Board oversight of:
✓			the integrity of the Company’s financial statements;
✓			the Company’s compliance with legal and regulatory requirements;
✓			the independent registered public accounting firm’s retention, qualifications and independence; and
✓			the Company’s Risk (including cybersecurity risk), Compliance and Internal Audit functions.


Our Compensation Committee has responsibility for:
✓			administering and approving all elements of compensation for the Chief Executive Officer and other executive officers;
✓			approving, by direct action or through delegation, all equity awards, grants, and related actions under the provisions of our equity plan, and administering the plan;
✓			participating in the evaluation of CEO and other executive officer performance (with the input and oversight of the Governance/Nominating Committee and the Chairman of the Board);
✓			approving the peer group used for executive compensation benchmarking purposes;
✓			evaluating the independence of all compensation committee advisers;
✓			providing oversight in connection with company-wide compensation programs;
✓			approving the form and amount of director compensation in consultation with the Governance/Nominating Committee; and
✓			reviewing the Company’s strategies, initiatives and programs related to human capital management.


Our Governance/Nominating Committee (the “Governance Committee”) has responsibility for:
✓			the size, composition and organization of our Board;
✓			the independence of directors and committee members under applicable standards;
✓			our corporate governance policies, including our Board Principles and Practices;
✓			the criteria for directors and the selection of nominees for election to the Board;
✓			committee assignments;
✓			assisting the Compensation Committee in determining the form and amount of director compensation;
✓			the performance evaluation of our CEO and management succession planning;
✓			the annual Board and Committee performance evaluations; and
✓			oversight and review of our environmental, social and governance priorities and initiatives.


Eugene A. Hall AGE: 66			Chief Executive Officer and Director since 2004. Prior to joining Gartner as Chief Executive Officer, Mr. Hall was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global technology and services company, serving most recently as President, Employer Services Major Accounts Division, a provider of human resources and payroll services. Prior to joining ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as director.
Kenneth Allard AGE: 52			Executive Vice President, Chief Marketing Officer since April 2019. Mr. Allard joined Gartner as Group Vice President, Consulting in 2017 following the acquisition of L2, Inc., where he was CEO. Previously, he was a Managing Director at Huge Inc., a full-service digital agency, and held senior leadership positions at research and consulting companies, including Edgewater Technology Inc., Jupiter Media Metrix Inc. and Gartner, where he started his career.
Joe Beck AGE: 62			Executive Vice President, Global Technology Sales since November 2017. In his more than 30 years at Gartner, Mr. Beck has served as Senior Vice President, Americas End User Sales and Managing Vice President. Mr. Beck joined Gartner in 1997 when we acquired Datapro Information Services. He held sales positions at McGraw-Hill earlier in his career.
Alwyn Dawkins AGE: 57			Executive Vice President, Global Business Sales since July 2020. Prior to that, he led the Conferences function from 2008 to 2020. Previously at Gartner, he has served as Group Vice President, Asia/Pacific Sales, based in Sydney, Australia, and prior thereto, as Group Vice President, Gartner Events, where he held global responsibility for exhibit and sponsorship sales across the portfolio of Gartner conferences. Prior to joining Gartner in 2002, Mr. Dawkins spent 10 years at Richmond Events, culminating in his role as Executive Vice President responsible for its North American business.


Michael P. Diliberto AGE: 57			Executive Vice President, Chief Information Officer since May 2016. Previously, he served as CIO at Priceline, a leader in online travel and related services. Before joining Priceline, he held several senior technology positions at the online division of News Corp, where he was instrumental in establishing an online presence for News Corp brands such as Fox News, Fox Sports, TV Guide and Sky Sports, including launching the first Major League Baseball website. Previously, he held several leadership positions at Prodigy Services Company, one of the pioneering consumer-focused online services.
Yvonne Genovese AGE: 61			Executive Vice President, Global Product Management since November 2020. Ms. Genovese has held various roles at Gartner during her 23-year tenure, including most recently Senior Vice President, Research & Advisory, leading the Marketing & Communications practice. She has also led teams within Gartner’s Technology and Service Provider and CIO practices. Prior to joining Gartner, Ms. Genovese served as the Chief Marketing Officer at Mapics, Inc., a global software company, and Worldwide Vice President Marketing for Marcam, Inc., an enterprise resource planning software company. She began her career at IBM and held various positions there over her 12-year tenure.
Scott Hensel AGE: 50			Executive Vice President, Global Services & Delivery since November 2020. Previously, he served as Executive Vice President, Consulting. Prior to joining Gartner in 2017, he served as President, Terex Services, Parts and Customer Solutions at Terex Corporation, a global manufacturer of lifting and material processing products and services. Previously, he spent 14 years at McKinsey & Company where he was a partner assisting clients in the IT and advanced industries sectors.
Claire Herkes AGE: 48			Executive Vice President, Conferences since July 2020. Ms. Herkes joined Gartner in 2005, where she held various roles of increasing leadership responsibility across product management, operations, production and developing emerging markets, most recently as Senior Vice President, Conference Production. Prior to joining Gartner, Ms. Herkes held the position of Senior Account Director at George P. Johnson, an event and experience marketing agency. Ms. Herkes began her career in conferences at The Yankee Group, an independent technology research and consulting firm.
Akhil Jain AGE: 45			Executive Vice President, Consulting. Mr. Jain joined Gartner in January 2021, where he served as Senior Vice President, Consulting. Prior to joining Gartner, he was Senior Vice President at State Street Corporation, a global financial holding company. Mr. Jain held multiple leadership roles from 2015 to 2021, with responsibility for strategy, growth and technology and operational improvement programs. Previously, Mr. Jain spent 10 years at McKinsey & Company, where he was a partner in their Chicago and Dubai offices.


Thomas S. Kim AGE: 52			Senior Vice President, General Counsel & Secretary since April 2023. Before joining Gartner, Mr. Kim was the Chief Legal Officer and Company Secretary of Thomson Reuters Corp., a leading provider of business information services, from August 2019 to April 2023. Prior to that role, he was General Manager, Global Separation Execution from January 2019 to August 2019, Managing Director, China from January 2017 to December 2018, and Thomson Reuter’s Chief Compliance Officer and General Counsel, Global Growth and Operations from April 2014 to December 2016. Mr. Kim joined Reuters Group Plc, a predecessor company of Thomson Reuters, in 1999. He began his career practicing law at Baker & McKenzie and Hancock, Rothert & Bunshoft (now Duane Morris) in San Francisco.
Robin Kranich AGE: 52			Executive Vice President, Chief Human Resources Officer since May 2008. During her more than 28 years at Gartner, she has served as Senior Vice President, End User Programs; Senior Vice President, Research Operations and Business Development; Senior Vice President and General Manager of Gartner Executive Programs; Vice President and Chief of Staff to Gartner’s president; and various sales and sales management roles. Prior to joining Gartner, Ms. Kranich was part of the Technology Advancement Group at Marriott International.
Craig W. Safian AGE: 54			Executive Vice President, Chief Financial Officer since June 2014. In his more than 20 years at Gartner, he has served as Group Vice President, Global Finance and Strategy & Business Development from 2007 until his appointment as Chief Financial Officer and previously as Group Vice President, Strategy and Managing Vice President, Financial Planning and Analysis. Prior to joining Gartner, he held finance positions at Headstrong (now part of Genpact) and Bristol-Myers Squibb and was an accountant for Friedman, LLP where he achieved CPA licensure.
Valentin T. Sribar AGE: 54			Executive Vice President, Research & Advisory since January 2022. Mr. Sribar has held various roles in his more than 30 years at Gartner and Meta Group, which Gartner acquired in 2005. Most recently, Mr. Sribar served as Senior Vice President, CIO & Industries Research Group, where he led our insights strategy for supporting CIOs in critical areas. Prior to the acquisition, Mr. Sribar was responsible for Meta Group's Executive Directions and Industry Services. He also served as general manager of infrastructure, operations, security and customer relationship offerings and ran Meta’s Global Networking Strategies service. Prior to joining Meta Group, he was a senior consultant for Ernst & Young.
William James Wartinbee AGE: 49			Senior Vice President, Global Sales Strategy & Operations (GSSO) since December 2020. As head of GSSO, a function he formed and has been evolving since 2020, Mr. Wartinbee leads the effort to improve seller productivity through process design, territory planning, technology, training and analytics. Prior to this role, Mr. Wartinbee was Senior Vice President, Global Talent Acquisition and Workforce Planning from January 2020 to December 2020 and Senior Vice President, Global Talent Acquisition from September 2015 to January 2020. He joined Gartner in 2011 to build our People Analytics function within HR, eventually taking on global leadership for Talent Acquisition and Workforce Planning. Prior to Gartner, he was a management consultant, specializing in sales strategy and execution at both McKinsey & Company and ZS Associates.


Name			Position
Eugene A. Hall			Chief Executive Officer
Craig W. Safian			Executive Vice President & Chief Financial Officer
Alwyn Dawkins			Executive Vice President, Global Business Sales
Scott Hensel			Executive Vice President, Global Services & Delivery
Robin Kranich			Executive Vice President & Chief Human Resources Officer

Jules P. Kaufman*			Former Executive Vice President, General Counsel & Secretary


Contract Value represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of contracts in effect at a specific point in time, without regard to the duration of the contract. CV primarily includes research deliverables for which revenue is recognized on a ratable basis and other deliverables (primarily conferences tickets) included with subscription-based research products for which revenue is recognized when the deliverable is utilized.


Our executive compensation plan design has successfully motivated senior management to drive outstanding corporate performance since it was first implemented in 2006. It is heavily weighted towards incentive compensation. Key features of our compensation program are as follows:
✓			100% of executive incentive awards, including annual bonus and equity awards, are performance-based.
✓			70% of executive equity awards, and 100% of executive bonus awards are subject to forfeiture in the event the Company fails to achieve performance objectives established by the Compensation Committee.
✓			93% of the CEO’s target total compensation (84% in the case of other NEOs) is in the form of incentive compensation (bonus and equity awards).
✓			85% of our CEO’s target total compensation (69% in the case of other NEOs) is in the form of equity awards, with a focus on long-term performance.
✓			We use a longer than typical vesting period of 4 years on earned equity awards, with awards subject to increases or decreases in value based upon stock price movement to ensure alignment with stockholders over the long-term.


Our compensation practices motivate our executives to achieve our operating plans and execute our corporate strategy without taking undue risks. These practices, which are consistent with “best practices” trends, include the following:
✓			Independent Compensation Consultant. The Compensation Committee retains an independent compensation consultant to review and advise on executive compensation matters.
✓			Risk Assessment. Annually assess the Company’s compensation policies to ensure that the features of our program do not encourage undue risk.
✓			At Will Executives. All executive officers are “at will” employees and only our CEO has an employment agreement.
✓			Performance-based Compensation. High percentage of performance-based pay, with robust performance goals.
✓			Cap on Incentive Awards. Incentive compensation awards are capped at two times target.
✓			Longer Vesting Compared to Industry. Equity awards vest at 25% per year over four years to encourage retention.
✓			Stock Ownership Guidelines. Robust ownership guidelines for directors and executive officers.
✓			Limited Perks. Benefits provided are consistent with other employees, with exception to the CEO’s car allowance, which is provided per his employment agreement.
✓			Clawback Policy. Clawback policy applicable to all executive incentive compensation (cash bonus and equity awards).
✓			Holding Requirements. 50% of net after tax shares from all released equity awards are required to be held by a Director or executive officer until stock ownership guidelines are satisfied.
✓			No Single-Trigger on Change in Control. Equity awards vest upon double-trigger, requiring both a change in control and qualifying termination.
✓			No Hedging or Pledging. We prohibit our executives from hedging or pledging with respect to company securities.
✓			No Excise Tax Gross Ups. We do not provide any tax gross ups for severance benefits provided to our executives.
✓			No Equity Awards Issued to Directors or Executive Officers During Closed Trading Windows.


The objectives of our compensation policies are threefold:
➣			To attract, motivate and retain highly talented, creative and entrepreneurial individuals by paying market-based compensation.
➣			To motivate our executives to maximize the performance of our Company through pay-for-performance compensation components based on the achievement of corporate performance targets that are aggressive, but attainable, given economic conditions.
➣			To ensure that, our compensation structure and levels are reasonable from a stockholder perspective.


Base Salary	➣	Pay competitive salaries to attract and retain the executive talent necessary to develop and implement our corporate strategy and business plan.
	➣	Reflect responsibilities of the position, experience of the executive and the marketplace in which we compete for talent.
Short-Term Incentive Compensation (cash bonuses)	➣	Motivate executives to generate outstanding performance and achieve or exceed annual operating plan.
	➣	Align compensation with results.
Long-Term Incentive Compensation (equity awards)	➣	Ensure rewards are commensurate with long-term performance and promote retention.
	➣	Align executive rewards with long-term stock price appreciation.
	➣	Facilitate the accumulation of Gartner shares by executives, thereby enhancing ownership and ensuring greater alignment with stockholders.


NEO	2021 Base Salary ($)	2022 Base Salary ($)(1)	Percentage Increase
Eugene A. Hall	935,443	935,443	0.0%
Craig W. Safian	630,000	648,900	3.0%
Alwyn Dawkins	520,000	535,600	3.0%
Scott Hensel	510,000	525,300	3.0%
Robin Kranich	520,000	535,600	3.0%

Jules P. Kaufman	520,000	535,600	3.0%


NEO	Threshold ($)	Target ($)	Maximum ($)
Eugene A. Hall	0	1,122,531	2,245,062
Craig W. Safian	0	584,010	1,168,020
Alwyn Dawkins	0	482,040	964,080
Scott Hensel	0	472,770	945,540
Robin Kranich	0	482,040	964,080

Jules P. Kaufman	0	482,040	964,080


Name and Principal Position	Year	Base Salary ($) (1)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (1) (3)	All Other Compensation ($) (4)	Total ($)
Eugene A. Hall, Chief Executive Officer	2022	935,443	8,472,416	3,631,046	2,245,063	168,170	15,452,138
	2021	928,631	7,564,661	3,241,991	2,245,063	115,822	14,096,168
	2020	908,197	7,273,710	3,117,322	1,192,009	103,867	12,595,105
Craig W. Safian, EVP, Chief Financial Officer	2022	644,175	2,434,104	1,043,128	1,168,020	69,079	5,358,506
	2021	622,500	2,195,137	940,770	1,071,000	50,400	4,879,807
	2020	600,000	2,090,592	896,007	637,500	43,543	4,267,642
Alwyn Dawkins, EVP, Global Business Sales	2022	531,700	1,475,729	632,448	964,080	61,012	3,664,969
	2021	513,750	1,324,814	567,764	884,000	42,612	3,332,940
	2020	495,000	1,261,639	540,740	525,938	37,787	2,861,103
Scott Hensel, EVP, Global Services & Delivery	2022	521,475	1,475,729	632,448	945,540	59,657	3,634,849
Robin Kranich, EVP, Chief Human Resources Officer	2022	531,700	1,475,729	632,448	964,080	61,464	3,665,421
	2021	513,750	1,324,814	567,764	884,000	41,588	3,331,916
	2020	495,000	1,261,639	540,740	525,938	35,923	2,859,239

Jules P. Kaufman, Former EVP, General Counsel & Secretary	2022	531,700	1,475,729	632,448	0	1,001,465	3,641,343
	2021	517,500	1,324,814	567,764	884,000	41,100	3,335,178
	2020	510,000	1,249,911	535,711	510,000	36,035	2,841,657


Name	Company Match Under Defined Contribution Plans ($) (1)	Company Match Under Non-qualified Deferred Compensation Plan ($) (2)	Other ($) (3)	Total ($)
Eugene A. Hall	7,200	120,020	40,950	168,170
Craig W. Safian	7,200	61,407	472	69,079
Alwyn Dawkins	7,200	49,428	4,384	61,012
Scott Hensel	7,200	48,339	4,118	59,657
Robin Kranich	7,200	49,428	4,836	61,464

Jules P. Kaufman	7,200	49,428	944,837	1,001,465


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All other option awards: Number of securities underlying options (#SAR’s) (2)	Exercise or Base Price of Option Awards ($) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#PSU’s)	Maximum (#PSU’s)
Eugene A. Hall	2/9/22	—	—	—	0	27,971	55,942	—	—	8,472,416
	2/9/22	—	—	—	—	—	—	39,230	302.90	3,631,046
		0	1,122,531	2,245,062	—	—	—	—	—	—
Craig W. Safian	2/9/22	—	—	—	0	8,036	16,072	—	—	2,434,104
	2/9/22	—	—	—	—	—	—	11,270	302.90	1,043,128
		0	584,010	1,168,020	—	—	—	—	—	—
Alwyn Dawkins	2/9/22	—	—	—	0	4,872	9,744	—	—	1,475,729
	2/9/22	—	—	—	—	—	—	6,833	302.90	632,448
		0	482,040	964,080	—	—	—	—	—	—
Scott Hensel	2/9/22	—	—	—	0	4,872	9,744	—	—	1,475,729.00
	2/9/22	—	—	—	—	—		6,833	302.90	632,448.00
		0	472,770	945,540	—	—	—	—	—	—
Robin Kranich	2/9/22	—	—	—	0	4,872	9,744	—	—	1,475,729
	2/9/22	—	—	—	—	—	—	6,833	302.90	632,448
		0	482,040	964,080	—	—	—	—	—	—

Jules P. Kaufman	2/9/22	—	—	—	0	4,872	3,248	—	—	1,475,729
	2/9/22	—	—	—	—	—	—	6,833	302.90	632,448
		0	482,040	964,080	—	—	—	—	—	—


Component	Description
Base Salary	➣	$908,197, subject to adjustment on an annual basis by the Compensation Committee
Target Bonus	➣	105% of annual base salary (target), adjusted for achievement of specified Company and individual objectives
	➣	The actual bonus paid may be higher or lower than target based upon over- or under-achievement of objectives, subject to a maximum actual bonus of 210% of base salary
Long – Term Incentive Award	➣	Aggregate annual value on the date of grant at least equal to $9,874,375 minus the sum of base salary and target bonus for the year of grant (the “Annual LTI Award”)
	➣	The Annual LTI Award will be 100% unvested on the date of grant, and vesting will depend upon the achievement of performance goals to be determined by the Compensation Committee
	➣	The terms and conditions of each Annual Incentive Award will be determined by the Compensation Committee, and will be divided between restricted stock units (RSUs) and stock appreciation rights (SARs)
	➣	The number of RSUs initially granted each year will be based upon the assumption that specified Company objectives set by the Compensation Committee will be achieved, and may be adjusted so as to be higher or lower than the number initially granted for over- or under-achievement of such specified Company objectives
Other	➣	Car allowance
	➣	All benefits provided to senior executives, executives and employees of the Company generally from time to time, including medical, dental, life insurance and long-term disability
	➣	Entitled to be nominated for election to the Board


Termination Event		Treatment of Unvested Equity Awards
Death or Disability		➣	100% vesting upon event
Retirement – not eligible		➣	Unvested awards forfeited
Retirement – eligible (awards granted prior to 2020)		➣	If < 60 years of age, 12 months of continued vesting
➣	Retirement eligible if: (i) on the date of retirement the officer is at least 55 years old and has at least 5 years of service and (ii) the sum of the officer’s age and years of service is 65 or greater	➣	If 60, 24 months of continued vesting
		➣	If 61, 36 months of continued vesting
		➣	If 62 or older, unvested awards will continue to vest in full in accordance with their terms
		➣	For a retirement in the year that an award is granted, the unvested portion of such award that is eligible to vest will be prorated based on the number of days in the year of grant during which the officer was employed
Retirement – eligible (awards granted 2020 and after)		➣	Unvested awards continue to vest in full in accordance with their terms (subject to certain conditions)
➣	Retirement eligible if on the date of retirement, the officer is at least 55 years old and has at least 10 years of service	➣	For a retirement in the year that an award is granted, the unvested portion of such award that is eligible to vest will be prorated based on the number of days in the year of grant during which the officer was employed


Name Executive Office	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Eugene A. Hall
(5)	27,329	—	114.26	2/8/2025	—	—
(1), (5)	69,144	23,048	143.01	2/6/2026	17,357	5,834,382
(2), (5)	44,632	44,632	154.31	2/5/2027	22,390	7,526,175
(3), (5)	16,497	49,489	180.64	2/10/2028	62,815	21,114,634
(4), (5)	—	39,230	302.90	2/9/2029	55,942	18,804,344
Craig W. Safian
(5)	27,508	—	114.26	2/8/2025	—	—
(1), (5)	19,647	6,549	143.01	2/6/2026	4,932	1,657,842
(2), (5)	12,829	12,828	154.31	2/5/2027	6,434	2,162,725
(3), (5)	4,787	14,361	180.64	2/10/2028	18,228	6,127,160
(4), (5)	—	11,270	302.90	2/9/2029	16,072	5,402,442
Alwyn Dawkins
(5)	17,535	—	99.07	2/6/2024	—	—
(5)	18,958	—	114.26	2/8/2025	—	—
(1), (5)	11,857	3,952	143.01	2/6/2026	2,976	1,000,353
(2), (5)	7,742	7,742	154.31	2/5/2027	3,883	1,305,232
(3), (5)	2,889	8,667	180.64	2/10/2028	11,001	3,697,876
(4), (5)	—	6,833	302.90	2/9/2029	9,744	3,275,348
Scott Hensel
(5)	16,722	—	114.26	2/8/2025	—	—
(1), (5)	10,913	3,637	143.01	2/6/2026	2,739	920,687
(2), (5)	7,670	7,670	154.31	2/5/2027	3,847	1,293,131
(3), (5)	2,889	8,667	180.64	2/10/2028	11,001	3,697,876
(4), (5)	—	6,833	302.90	2/9/2029	9,744	3,275,348
Robin Kranich
(1), (5)	3,952	3,952	143.01	2/6/2026	2,976	1,000,353
(2), (5)	3,871	7,742	154.31	2/5/2027	3,883	1,305,232
(3), (5)	2,889	8,667	180.64	2/10/2028	11,001	3,697,876
(4), (5)	—	6,833	302.90	2/9/2029	9,744	3,275,348

Jules P. Kaufman
(1), (5), (6)	—	3,699	143.01	2/6/2026	2,786	936,486
(2), (5), (6)	—	7,670	154.31	2/5/2027	3,847	1,293,131
(3), (5), (6)	—	8,667	180.64	2/10/2028	11,001	3,697,876
(4), (5), (6)	—	6,833	302.90	2/9/2029	9,744	3,275,348