DEF 14A of Gartner Inc, Apr 16, 2024

DEF 14A of Gartner Inc

Filed Apr 16, 2024 · FY20230000749251-24-000015

Open on EDGAR

  1. General Information About Our Board of Directors

    General Information About Our Board of Directors The Board of Directors of Gartner, Inc. (the “Board”) currently has 12 directors who serve for annual terms. Our CEO, Eugene A. Hall, has an employment agreement with the Company that obligates the Company to include him on the slate of nominees to be elected to our Board during the term of the agreement. See Executive Compensation – Certain Employment Agreements with Executive Officers – Mr. Hall — Employment Agreement below. There are no other arrangements between any director or nominee and any other person pursuant to which the director or nominee was selected. None of our directors or executive officers is related to another director or executive officer by blood, marriage or adoption. Each member of our Board has been nominated for election at the 2024 Annual Meeting. See Proposal One – Election of Directors on page 20. Set forth below are the name, age, principal occupation for the last five years, public company board experience, selected additional biographical information and period of service as a director of the Company of each director, as well as a summary of each director’s experience, qualifications and background that, among other factors, support their respective qualifications to continue to serve on our Board.

  2. General Information About Our Board of Directors

    | Peter E. Bisson AGE: 66 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: 66 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. |

  3. General Information About Our Board of Directors

    | | | | | | 2024 Proxy Statement | 3 |

  4. General Information About Our Board of Directors

    | Raul E. Cesan AGE: 76 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: 65 DIRECTOR SINCE: December 2023 Independent Financial Expert COMMITTEE: Audit Committee | Ms. Dykstra served as Chief Financial Officer of VMware, Inc. (“VMware”), a cloud computing and virtualization technology company, from June 2023 to November 2023. Ms. Dykstra also previously 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 Arm Limited and a former director of VMware; Crane Co.; AOL, Inc.; and Boston Properties, Inc. Ms. Dykstra previously served on the Board from 2007 to June 2023. She resigned in June 2023 and rejoined the Board and Audit Committee on December 2023. Ms. Dykstra resigned to focus on her role as chief financial officer and executive vice president of VMware, a position she held from June 2023 until November 2023 (following the closing of Broadcom Inc.’s acquisition of VMware on November 22, 2023). 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. |

  5. General Information About Our Board of Directors

    | | | | | | 2024 Proxy Statement | 4 |

  6. General Information About Our Board of Directors

    | Diana S. Ferguson AGE: 61 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: 76 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: 85 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. |

  7. General Information About Our Board of Directors

    | | | | | | 2024 Proxy Statement | 5 |

  8. General Information About Our Board of Directors

    | José M. Gutiérrez AGE: 62 DIRECTOR SINCE: 2023 Independent Financial Expert COMMITTEE: Audit Committee | 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. 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. Mr. Gutiérrez has considerable experience across a diverse range of industries at both the executive and board-level, including strong technology expertise. 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, which make him a valued member of the Board. | | Eugene A. Hall AGE: 67 DIRECTOR SINCE: 2004 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: 69 DIRECTOR SINCE: 2010 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 previously served on the Board from 1990 to 2009, but resigned to enter the U.S. Senate race for Massachusetts, and then rejoined the Board in 2010. 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. |

  9. General Information About Our Board of Directors

    | | | | | | 2024 Proxy Statement | 6 |

  10. General Information About Our Board of Directors

    | Eileen M. Serra AGE: 69 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 currently a director of Capital One Financial Corporation. Ms. Serra is a former director of Seven Oaks Acquisition Corp. 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: 83 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. |

  11. General Information About Our Board of Directors

    | | | | | | 2024 Proxy Statement | 7 |

  12. Compensation of Directors

    Compensation of Directors The Compensation Committee, in consultation with the Governance Committee, reviews all forms of independent director compensation on an annual basis and approves changes, when appropriate. The Compensation and Governance Committees are supported in this review by Exequity, LLP, the Compensation Committee’s independent compensation consultant. The review examines director compensation in relation to two comparator groups: Peer Group and General Industry Group. The Peer Group includes the same companies used to benchmark executive pay. The General Industry Group includes 100 companies; 50 companies larger and 50 companies smaller than Gartner, with median revenues similar to that of Gartner. The Peer Group serves as the primary comparison with the General Industry Group serving as an additional reference, recognizing the broader labor market for director talent. Regular review of the director compensation program is intended to ensure that the director compensation is reasonable and reflects a mainstream approach to the structure of the compensation components and the method of delivery. In October 2022, the Compensation Committee conducted a review of director compensation. Based on this review, Gartner adjusted director annual retainers to more closely approximate pay levels to the Peer Group median, effective as of January 1, 2023. Although Gartner does not target a specific percentile within the Peer Group, the review determined that our annual retainers for directors were in the bottom quartile of the Peer Group and an increase should be considered. After deliberation, the annual director retainer fee per director increased by $30,000 to $90,000, and the additional annual director retainer fee for the Chairman of the Board increased by $50,000 to $150,000. No other changes were made to the director compensation program. Prior to this increase, Gartner last raised director compensation in 2018.

  13. Compensation of Directors

    | | | | | | 2024 Proxy Statement | 9 |

  14. Compensation of Directors

    Directors who are also employees receive no additional compensation for their services as directors. Non-management directors are reimbursed for their meeting attendance expenses and receive the following compensation for their service as directors. The table below sets forth director compensation for 2023:

  15. Compensation of Directors

    | Annual Director Retainer Fee: | $90,000 per director and an additional $150,000 for our non-executive Chairman of the Board, payable in arrears in four equal quarterly installments, on the first business day of each calendar quarter. These amounts are paid in fully vested common stock equivalents (“CSEs”) granted under the Company’s Long-Term Incentive Plan (the “LTIP”), 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 LTIP. 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 in accordance with the LTIP. |

  16. Director Compensation Table

    Director Compensation Table This table sets forth compensation earned or paid in cash, and the grant date fair value of equity awards made, to our non-management directors on account of services rendered as a director in 2023. Mr. Hall receives no additional compensation for service as director. Mr. Gutiérrez was appointed to the Board in February 2023 and his compensation was prorated for the year. Ms. Dykstra resigned from the Board and Audit Committee in June 2023 and rejoined the Board and Audit Committee in December 2023, and she received compensation only for the part of the year that she served.

  17. Director Compensation Table

    | Name | Fees Earned Or Paid ($)(1) | Stock Awards ($)(2) | Total ($)(3) | | Peter E. Bisson | 97,355 | 239,869 | 337,224 | | Richard J. Bressler | 119,994 | 239,869 | 359,864 | | Raul E. Cesan | 99,828 | 239,869 | 339,697 | | Karen E. Dykstra | 53,127 | 115,994 | 169,121 | | Diana S. Ferguson | 105,211 | 239,869 | 345,080 | | Anne Sutherland Fuchs | 122,313 | 239,869 | 362,182 | | William O. Grabe | 107,336 | 239,869 | 347,206 | | José M. Gutiérrez | 81,962 | 319,136 | 401,098 | | Stephen G. Pagliuca | 89,755 | 239,869 | 329,624 | | Eileen M. Serra | 99,828 | 239,869 | 339,697 | | James C. Smith | 255,008 | 239,869 | 494,878 |

  18. Director Compensation Table

    (1)Includes amounts earned in 2023 and paid in cash and/or CSEs on account of the Annual Director Retainer Fee, Annual Committee Chair Fee and/or Annual Committee Member Fee, described above. Does not include

  19. Director Compensation Table

    | | | | | | 2024 Proxy Statement | 10 |

  20. Director Compensation Table

    reimbursement for meeting attendance expenses. For Mr. Gutiérrez and Ms. Dykstra, includes their prorated Annual Director Retainer, and, as applicable, Committee Member fees, for 2023. (2)Represents the grant date value of an annual equity award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, consisting of 705 RSUs that vest on June 1, 2024, one year from the date of the 2023 Annual Meeting (unless deferred release was elected), subject to continued service through that date. The number of RSUs awarded was calculated by dividing $240,000 by the closing price of our Common Stock on June 1, 2023 ($340.24) (rounded down to the nearest whole number). For Mr. Gutiérrez, in addition to the award described in the preceding sentence, this amount also includes the grant date value of a prorated award issued on February 15, 2023 for the period commencing on the date of his appointment to the first anniversary of the 2022 Annual Meeting (June 2, 2023). For Ms. Dykstra, includes the grant date value of a prorated award issued on December 15, 2023 for the period commencing on the date of her reappointment (December 8, 2023) to the first anniversary of the 2023 Annual Meeting (June 1, 2024). The FASB ASC Topic 718 grant date value of each award reflected herein is calculated based on the closing price of our Common Stock on the applicable date of grant. (3)Any aggregate sum discrepancies are due to rounding.

  21. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  22. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Our Board, acting on recommendation of the Governance Committee, is responsible for presenting for stockholder consideration each year a group of nominees that, taken together, has the experience, qualifications, attributes and skills appropriate and necessary to carry out the duties and responsibilities of, and to function effectively as, the board of directors of Gartner. The Governance Committee regularly reviews the composition of the Board in light of the needs of the Company, its assessment of board and committee performance, and the input of stockholders and other key stakeholders. The Governance Committee looks for certain common characteristics in all nominees, including integrity, strong professional experience and reputation, a record of achievement, constructive and collegial personal attributes and the ability and commitment to devote sufficient time and effort to board service. In addition, the Governance Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds and skills that will enable the Board as a whole to effectively manage the array of issues it will confront in furtherance of its duties. These individual qualities can include matters such as experience in the technology industry; experience managing and operating large public companies; international operating experience; financial, accounting, executive compensation and capital markets expertise; and leadership skills and experience. All of the nominees listed below are incumbent directors last elected by stockholders at the 2023 annual meeting who have been nominated by the Governance Committee and Board for election and have agreed to serve another term. Ms. Dykstra, who resigned from the Board in June 2023, was reappointed on December 8, 2023. She was recommended by members of the Board. For additional information about the nominees and their qualifications, please see General Information about our Board of Directors on page 3. If any nominee is unable or declines unexpectedly to stand for election as a director at the Annual Meeting, proxies may be voted for a nominee designated by the present Board to fill the vacancy or the Board may reduce the size of the Board. Each person elected as a director will continue to be a director until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly qualified and elected.

  23. Nominees for Election to the Board of Directors

    | Peter E. Bisson | William O. Grabe | | Richard J. Bressler | José M. Gutiérrez | | Raul E. Cesan | Eugene A. Hall | | Karen E. Dykstra | Stephen G. Pagliuca | | Diana S. Ferguson | Eileen M. Serra | | Anne Sutherland Fuchs | James C. Smith |

  24. Nominees for Election to the Board of Directors

    | VOTE RECOMMENDATION OF OUR BOARD: FOR | Our Board unanimously recommends that you vote FOR the election of each of the twelve nominees to our Board of Directors. |

  25. Nominees for Election to the Board of Directors

    | | | | | | 2024 Proxy Statement | 20 |

  26. Key Attributes of our Executive Compensation Program – Pay for Performance

    | 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 vest based on performance objectives established by the Compensation Committee. | | ✓ | 94% of the CEO’s target total compensation (85% in the case of other NEOs) is in the form of incentive compensation (bonus and equity awards). | | ✓ | 86% of our CEO’s target total compensation (71% 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. |

  27. Our Compensation Best Practices

    | What we do | | | ✓ | 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 help avoid encouraging 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 generally consistent with other employees, with exception to the CEO’s car allowance, which is not a material amount and provided per his employment agreement. | | ✓ | Clawback Policy. Clawback policy applicable to executive cash bonus and performance-based restricted stock units, consistent with SEC and NYSE requirements. | | ✓ | 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. |

  28. Our Compensation Best Practices

    | What we don’t do | | | 𝔵 | No Single-Trigger on Change in Control. Equity awards do not automatically vest on a Change in Control. Accelerated vesting is double-trigger, requiring both a change in control and qualifying termination. | | 𝔵 | No Hedging or Pledging. We prohibit our executives from hedging or pledging with respect to company securities. | | 𝔵 | No Excise Tax Gross Ups. We do not provide any tax gross ups for severance or change in control benefits provided to our executives. | | 𝔵 | No Equity Awards Issued to Directors or Executive Officers During Closed Trading Windows. |

  29. Principal Compensation Elements and Objectives

    | 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) | ➣ | Seek to 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. |

  30. In General

    In General In February 2023, the Compensation Committee established performance objectives for short-term (bonus) and long-term (equity) incentive awards at levels that it believed would motivate performance and be adequately challenging, while also considering the current economic climate and uncertainty. The target performance objectives set for 2023 were intended to drive the level of performance necessary to enable the Company to achieve its operating plan, while ensuring alignment with investor expectations. The Compensation Committee believes that using a one-year performance period for our long-term incentive awards helps accelerate growth and sustain performance. If we have a strong year, the goals for the following year typically are established on top of the high bar that was already set. If we instead had a three-year performance period and the Company overachieved in the first year, the bar would be set lower in years 2 and 3 and might demotivate our executives. A three-year performance period may also be less aggressive if business cycle risks are factored into long-term goals, while a one-year performance period allows us more readily to factor in changes in market conditions. In addition, our one-year performance period, based on CV, already considers multi-year revenue that is likely to occur. The short-term and long-term incentive objectives provide executives with an opportunity to increase their total compensation package based upon the over-achievement of Company performance; similarly, in the case of under-achievement of Company performance, the value of incentive awards will fall below their target value, decreasing the total compensation opportunity. In addition, we assign a greater weighting to long-term awards than short-term awards in order to promote long-term decision-making to deliver top corporate performance, align management to stockholder interests and retain executives. We believe that long-term equity-based awards with vesting terms that are based on the achievement of pre-set financial targets and additional time-vesting serve as a strong retention incentive.

  31. Benchmarking and Peer Group

    Benchmarking and Peer Group Executive compensation planning for 2023 began mid-year in 2022. The Compensation Committee approved the peer group of companies to be used for executive compensation benchmarking purposes and other relevant analyses (the “Peer Group”) for pay decisions effective for 2023. The Compensation Committee reviews the Peer Group annually to achieve comparability based on Gartner’s operating characteristics, labor market relevance and revenue scope. In 2022, following a review of the Peer Group, the Compensation Committee approved modest adjustments to the Peer Group and eliminated two companies due to their being acquired by other companies in 2022. The remaining Peer Group includes 18 publicly-traded companies that are similar to Gartner in terms of industry, revenues, business model, and with whom Gartner competes for executive talent. At the time of the analysis, Gartner’s revenue ranked at the 55th percentile relative to the Peer Group. The 2023 Peer Group serves as the basis of the executive benchmarking and 2023 target total compensation adjustments.

  32. Benchmarking and Peer Group

    | | | | | | 2024 Proxy Statement | 29 |

  33. Benchmarking and Peer Group

    The 2023 Peer Group companies were:

  34. Benchmarking and Peer Group

    | Adobe Inc. | Akamai Technologies, Inc. | Aon plc | Autodesk, Inc. | Cadence Design System | | Equifax Inc. | Intuit Inc. | Moody’s Corporation | Nielsen Holdings plc | ServiceNow, Inc. | | Splunk Inc. | SS&C Technologies Holdings, Inc. | Synopsys Inc. | The Interpublic Group Companies, Inc. | Thomson Reuters Corporation | | | Verisk Analytics, Inc. | VMware, Inc.* | Workday, Inc. | |

  35. Benchmarking and Peer Group

    *VMware, Inc. was acquired in November 2023. Our Compensation Committee commissioned Exequity, its independent compensation consultant, to perform a competitive analysis of our executive compensation practices relative to the Peer Group, the primary reference, and secondarily to survey data. Exequity’s findings were considered by the Compensation Committee and by management for 2023 executive compensation planning. The compensation study utilized market data from Aon/Radford’s Total Compensation Measurement database. The Compensation Committee does not target NEO’s pay to a specified percentile relative to the Peer Group, but rather reviews Peer Group market data at the 25th, 50th and 75th percentile for each element of compensation, including Base Salary, Target Total Cash (Base Salary plus Target Bonus) and Target Total Compensation (Target Total Cash plus target long-term incentives). Individual total target compensation may be higher or lower than the 50th percentile based on a number of factors, including experience and tenure, retention and succession planning considerations. In addition to the compensation benchmarking, the Compensation Committee considers Company and individual performance and internal equity in evaluating and determining executive compensation recommendations. In addition, the Compensation Committee annually reviews an analysis conducted by Exequity that evaluates the connection between Gartner’s NEO realized pay and Company performance as measured by Total Shareholder Return and Shareholder Value creation. The analysis considers both 1-year and 3-year pay and performance for Gartner relative to the Peer Group. Exequity’s analysis indicated that pay realized by Gartner’s NEOs are aligned with Company performance.

  36. Benchmarking and Peer Group

    | | | | | | 2024 Proxy Statement | 30 |

  37. Pay Mix

    Pay Mix The following charts illustrate the relative mix of target compensation elements for the NEOs in 2023. Long-term incentive compensation is 100% performance-based consisting of stock-settled stock appreciation rights (“SARs”) and performance-based restricted stock units (“PSUs”), and represents a large majority of compensation provided to our NEOs (86% to the CEO and 71% to all other NEOs). We weight compensation more heavily towards long-term incentives because it contributes to the delivery of top performance over the long-term and the retention of employees more than any other element of compensation.

  38. Short-Term Incentive Compensation (Cash Bonuses)

    Short-Term Incentive Compensation (Cash Bonuses) All annual bonuses to executive officers are granted pursuant to Gartner’s Executive Performance Bonus Plan. The plan is designed to motivate executive officers to achieve goals relating to the performance of Gartner, its subsidiaries or business units, or other objectively determinable goals, and to reward them when those objectives are satisfied. We believe that the relationship between proven performance and the amount of short-term incentive compensation paid promotes, among executives, decision-making that increases stockholder value and promotes Gartner’s success. Bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2023 company-wide financial performance objectives. The financial objectives and weightings used for 2023 executive officer bonuses were:

  39. Short-Term Incentive Compensation (Cash Bonuses)

    | | | | | | 2024 Proxy Statement | 31 |

  40. Short-Term Incentive Compensation (Cash Bonuses)

    •Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which measures overall profitability from business operations (weighted 50%), on an FX neutral basis, and •Revenue, which measures our ability to generate revenue growth on an annual basis (weighted 50%), on an FX neutral basis. For 2023, each NEO was assigned a bonus target that was expressed as a percentage of salary, which varied from 95% to 125% of salary depending upon the executive’s level of responsibility and in a majority of the cases was 5% greater than the previous year. The Compensation Committee approved these increases to better align with market bonus targets. Our NEOs’ 2023 annual bonus targets as a percentage of base salary were 125% for Mr. Hall; and 95% for each of Messrs. Safian, Dawkins and Hensel and Ms. Kranich. The maximum payout for the 2023 bonus was 200% of target if the maximum level of EBITDA and Revenue were achieved; the threshold payout was $0 if minimum levels were not achieved; if EBITDA and Revenue levels are achieved above threshold and between threshold and target or target and maximum, interpolation is used to determine the payout of the bonus. The following table sets forth the threshold, target and maximum payout amounts for each NEO:

  41. Short-Term Incentive Compensation (Cash Bonuses)

    | NEO | Threshold ($) | Target ($) | Maximum ($) | | Eugene A. Hall | 0 | 1,204,383 | 2,408,766 | | Craig W. Safian | 0 | 634,949 | 1,269,898 | | Alwyn Dawkins | 0 | 524,085 | 1,048,170 | | Scott Hensel | 0 | 514,006 | 1,028,012 | | Robin Kranich | 0 | 524,085 | 1,048,170 |

  42. Short-Term Incentive Compensation (Cash Bonuses)

    The chart below describes the performance metrics applicable to our 2023 short–term incentive compensation plan. The Compensation Committee believes performance goals should be rigorous, exceeding market norms, but achievable and create strong alignment between our executives and the interests of our shareholders. With respect to the performance goals for EBITDA, the Compensation Committee determined that they were appropriate after taking into consideration (1) the full year financial impact of certain 2022 actions, including significant investments in new hires, that were necessary to fuel 2023 and future growth, (2) the planned sale of our TalentNeuron business in early Q1 2023 (which lowered our EBITDA expectation), (3) the current economic outlook and investor expectations, and (4) the recalculation of our prior year results to eliminate foreign currency impact. The combination of these factors led to a lower plan goal at target for EBITDA compared to prior year actual performance; however, the Revenue goal at target required over 4% growth over 2022 actual performance. In February 2024, the Compensation Committee certified that the results for each performance metric under the bonus plan, measured on an FX neutral basis, were as follows:

  43. Short-Term Incentive Compensation (Cash Bonuses)

    | 2023 Performance Objective/ Weight | < Minimum (0%) | Target (100%) | =/> Maximum (200%) | Actual Results | | 2023 EBITDA/50% | $942 million | $1,263 million | $1,409 million | $1,491 million | | 2023 Revenue/50% | $4,878 million | $5,871 million | $6,066 million | $5,906 million |

  44. Short-Term Incentive Compensation (Cash Bonuses)

    The EBITDA result in the table above translated to a payout percentage of 200%. For the Revenue component, the result above translated to a payout percentage of 117.9%. Since each objective was weighted 50%, based on these results, the Compensation Committee determined that earned cash bonuses under the predetermined goals and formula for each NEO were 159% of the respective target bonus amount. These payments were made in February 2024. See Summary Compensation Table – Non-Equity Incentive Plan Compensation for the specific cash bonuses earned by our NEOs in 2023 based on the bonus formula, actual performance and their respective bonus targets.

  45. Long-Term Incentive Compensation (Equity Awards)

    Long-Term Incentive Compensation (Equity Awards) Promoting stock ownership is a key element of our compensation program philosophy. Stock-based incentive compensation helps ensure focus on value creation, promotes retention and aligns management with stockholder

  46. Long-Term Incentive Compensation (Equity Awards)

    | | | | | | 2024 Proxy Statement | 32 |

  47. Long-Term Incentive Compensation (Equity Awards)

    interests. We have evaluated different types of long-term incentives based on their motivational value, cost to the Company and appropriate share utilization under our stockholder-approved Gartner, Inc. Long-Term Incentive Plan (the “LTIP”) and believe that SARs and PSUs create the right balance of motivation, retention and alignment with stockholders and share utilization. SARs permit executives to realize value based on an increase in the Company’s stock price over time, promoting alignment with stockholders. SAR value can be realized only after the SAR vests. Our SARs are stock-settled with a seven-year exercise term. When the SAR is exercised, the executive receives shares of our Common Stock equal in value to the aggregate appreciation in the price of our Common Stock from the date of grant to the exercise date for all SARs exercised. Therefore, SARs only have value to the extent the price of our Common Stock exceeds the grant price of the SAR. In this way, SARs motivate our executives to increase stockholder value and thus align their interests with those of our stockholders. PSUs offer executives the opportunity to receive our Common Stock contingent on the achievement of performance goals and continued service over the vesting period. PSU recipients are eligible to earn a target number of restricted stock units only if stipulated one-year performance goals are achieved during the year of grant. The amount of units earned can increase if the Company over-performs (up to 200% of their target number of units) or decrease (including no earning of any units) if the Company under-performs. Following the Compensation Committee’s assessment of the Company’s performance versus predetermined goals, the vesting of the units earned will remain subject to the recipient’s continued service through each of the first four anniversaries of the award grant date. PSUs encourage executives to increase stockholder value while promoting executive retention over the long-term. Earned shares have value even if our Common Stock price does not increase, which is not the case with SARs. The value of long-term incentive awards granted to executives each year is based on several factors, including external market practices, the Company’s financial performance, the value of awards granted in prior years, succession considerations and individual performance. For 2023, the Compensation Committee increased the target value of the LTI awards for NEOs from last year based on consideration of these factors. The CEO’s target LTI award increased by 9.6%, Messrs. Safian, Dawkins and Hensel and Ms. Kranich’s target LTI awards increased by 10.6%. Consistent with weightings in prior years, the 2023 long-term incentive plan equity mix consists of 30% granted in SARs and 70% granted in PSUs. PSUs deliver value utilizing fewer shares than SARs since the executive can earn the full share rather than just the appreciation in value over the grant price. Additionally, the cost efficiency of PSUs enhances the Company’s ability to conservatively utilize the LTIP share pool and ensure alignment between pay and Company performance. For purposes of determining the number of SARs awarded, the allocated SAR award value is divided by the Black-Scholes-Merton valuation on the date of grant using assumptions appropriate on that date. For purposes of determining the target number of PSUs awarded, the allocated target PSU award value is divided by the closing price of our Common Stock on the date of grant as reported by the New York Stock Exchange. All SARs and PSUs vest 25% per year, commencing one year from the grant date and on each anniversary thereof, subject to continued service on the applicable vesting date, and, in the case of PSUs, the achievement of the performance goal. We believe that this vesting schedule effectively focuses our executives on delivering long-term value growth for our stockholders and drives retention. The maximum payout for the 2023 PSUs was 200% of target in the event the maximum level of CV was achieved; the PSUs were subject to forfeiture if minimum levels of performance were not achieved. The chart below describes the performance metrics applicable to the PSU portion of our 2023 long–term incentive compensation element measured on an FX neutral basis. In February 2024, the Compensation Committee certified the result as follows:

  48. Long-Term Incentive Compensation (Equity Awards)

    | 2023 Performance Objective/Weight | < Minimum (0%) | Target (100%) | =/> Maximum (200%) | Actual (measured at 12/31/23) | Actual Growth YOY | | Contract Value/100% | $4,042 million | $4,814 million | $5,030 million | $4,839 million | 7.7% |

  49. Long-Term Incentive Compensation (Equity Awards)

    Based on the results set forth above, the Compensation Committee determined that 113.9% of the target number of PSUs was earned based on the preestablished performance goals, with 25% of the earned awards vested on the first

  50. Long-Term Incentive Compensation (Equity Awards)

    | | | | | | 2024 Proxy Statement | 33 |

  51. Long-Term Incentive Compensation (Equity Awards)

    anniversary of the grant date. See Grants of Plan-Based Awards Table – Possible Payouts Under Equity Incentive Plan Awards and accompanying footnotes below for the actual number of SARs and PSUs awarded to our NEOs.

  52. Additional Compensation Elements

    Additional Compensation Elements We maintain a non-qualified deferred compensation plan for our highly compensated employees, including our executive officers, to assist eligible participants with retirement and tax planning by allowing them to defer otherwise earned compensation in excess of amounts permitted to be deferred under our 401(k) plan. The non-qualified deferred compensation plan allows eligible participants to defer up to 50% of base salary and/or 100% of bonus to a future period. In addition, as a further inducement to participate in this plan, the Company presently matches contributions by executive officers using the same formula as for the 401(k) plan, subject to certain limits. For more information concerning this plan, see Non-Qualified Deferred Compensation Table and accompanying narrative and footnotes below. In order to further achieve our objective of providing a competitive compensation package, we provide various other benefits to our executive officers that are typically available to, and expected by, persons in senior business roles. Our basic executive perquisites program includes 35 days paid time off (PTO) annually, severance and change in control benefits (discussed below) and relocation services where necessary due to a promotion. Our executive officers are also entitled to participate in other benefits programs that are available to all U.S. associates, including our employee stock purchase plan and our healthcare plans, as well as receive 401(k) match. Mr. Hall’s perquisites, severance and change in control benefits are governed by his employment agreement with the Company, which is discussed in detail below under Certain Employment Agreements with Executive Officers – Mr. Hall - Employment Agreement. For more information concerning perquisites, see Other Compensation Table and accompanying footnotes below.

  53. Summary Compensation Table

    Summary Compensation Table This table describes compensation of our NEOs in the years indicated. As you can see from the table and consistent with our compensation philosophy discussed above, long-term incentive compensation in the form of equity awards comprises a significant portion of total compensation.

  54. Summary Compensation Table

    | Name and Principal Position | Year | Base Salary ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (1) (3) | All Other Compensation ($) (4) | Total ($) (5) | | Eugene A. Hall, Chief Executive Officer | 2023 | 956,490 | 9,287,552 | 3,980,328 | 1,914,969 | 160,149 | 16,299,489 | | | 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 | | Craig W. Safian, EVP, Chief Financial Officer | 2023 | 663,500 | 2,691,698 | 1,153,538 | 1,009,568 | 88,440 | 5,606,744 | | | 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 | | Alwyn Dawkins, EVP, Global Business Sales | 2023 | 547,651 | 1,631,938 | 699,391 | 833,295 | 77,356 | 3,789,631 | | | 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 | | Scott Hensel, EVP, Global Services & Delivery | 2023 | 537,119 | 1,631,938 | 699,391 | 817,270 | 73,218 | 3,758,936 | | | 2022 | 521,475 | 1,475,729 | 632,448 | 945,540 | 59,657 | 3,634,849 | | Robin Kranich, EVP, Chief Human Resources Officer | 2023 | 547,651 | 1,631,938 | 699,391 | 833,295 | 61,824 | 3,774,099 | | | 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 |

  55. Summary Compensation Table

    (1)All NEOs elected to defer a portion of their 2023 salary and/or 2023 bonus under the Company’s Non-Qualified Deferred Compensation Plan. Amounts reported include the 2023 deferred portion, and do not include amounts, if any, released in 2023 from prior years’ deferrals. See Non-Qualified Deferred Compensation Table below. (2)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of performance-based restricted stock units, or PSUs (Stock Awards), at target, and stock-settled stock appreciation rights, or SARs (Option Awards), granted to the NEOs. The value reported for the PSU awards in the Stock Awards column is based upon the probable outcome of the performance objective as of the grant date, which is assumed to be at the target level of performance, and is consistent with the grant date estimate of the aggregate compensation cost to be recognized over the service period, excluding the effect of forfeitures, for the target grant date award value. The grant date fair value of all 2023 PSUs, assuming attainment of the highest level of the performance conditions, which is capped at 200% of target, is as follows: $18,575,104 (Mr. Hall); $5,383,396 (Mr. Safian); $3,263,876 (Messrs. Dawkins, and Hensel, and Ms. Kranich). All equity grants are subject to forfeiture. See footnote (2) to Grants of Plan-Based Awards Table below for additional information. See also Note 10 – Stock-Based Compensation - in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information about the assumptions made in determining these values. (3)For 2023, represents performance-based cash bonuses earned on December 31st and paid in February 2024. See footnote (1) to Grants of Plan-Based Awards Table below for additional information. (4)See Other Compensation Table below for additional information. (5)Any aggregate sum discrepancies are due to rounding.

  56. Summary Compensation Table

    | | | | | | 2024 Proxy Statement | 37 |

  57. Other Compensation Table

    | 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 | 120,862 | 32,087 | 160,149 | | Craig W. Safian | 7,200 | 66,061 | 15,179 | 88,440 | | Alwyn Dawkins | 7,200 | 53,269 | 16,887 | 77,356 | | Scott Hensel | 7,200 | 52,106 | 13,912 | 73,218 | | Robin Kranich | 7,200 | 53,269 | 1,355 | 61,824 |

  58. Grants of Plan-Based Awards Table for Fiscal Year 2023

    Grants of Plan-Based Awards Table for Fiscal Year 2023 This table provides information about awards made to our NEOs in 2023 pursuant to non-equity incentive plans (our short-term incentive cash bonus program) and equity incentive plans (performance restricted stock units (PSUs), and stock appreciation rights (SARs) awards comprising long-term incentive compensation under our LTIP).

  59. Grants of Plan-Based Awards Table for Fiscal Year 2023

    | 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 | 2/9/23 | — | — | — | 0 | 26,458 | 52,916 | — | — | 9,287,552 | | | 2/9/23 | — | — | — | — | — | — | 31,324 | 351.03 | 3,980,328 | | | | 0 | 1,204,383 | 2,408,766 | — | — | — | — | — | — | | Craig W. Safian | 2/9/23 | — | — | — | 0 | 7,668 | 15,336 | — | — | 2,691,698 | | | 2/9/23 | — | — | — | — | — | — | 9,078 | 351.03 | 1,153,538 | | | | 0 | 634,949 | 1,269,898 | — | — | — | — | — | — | | Alwyn Dawkins | 2/9/23 | — | — | — | 0 | 4,649 | 9,298 | — | — | 1,631,938 | | | 2/9/23 | — | — | — | — | — | — | 5,504 | 351.03 | 699,391 | | | | 0 | 524,085 | 1,048,170 | — | — | — | — | — | — | | Scott Hensel | 2/9/23 | — | — | — | 0 | 4,649 | 9,298 | — | — | 1,631,938 | | | 2/9/23 | — | — | — | — | — | | 5,504 | 351.03 | 699,391 | | | | 0 | 514,006 | 1,028,012 | — | — | — | — | — | — | | Robin Kranich | 2/9/23 | — | — | — | 0 | 4,649 | 9,298 | — | — | 1,631,938 | | | 2/9/23 | — | — | — | — | — | — | 5,504 | 351.03 | 699,391 | | | | 0 | 524,085 | 1,048,170 | — | — | — | — | — | — |

  60. Grants of Plan-Based Awards Table for Fiscal Year 2023

    (1) Represents cash bonuses that could have been earned in 2023 based solely upon achievement of specified financial performance objectives for 2023 and ranging from 0% (threshold) to 200% (maximum) of target (100%). Bonus targets (expressed as a percentage of base salary) were 125% for Mr. Hall, and 95%% for each of Messrs. Safian, Dawkins, and Hensel, and Ms. Kranich. Performance bonuses earned in 2023 for Messrs. Hall, Safian, Dawkins and Hensel, and Ms. Kranich and paid in February 2024 were achieved at 159% of their target bonus. The cash bonuses are reported under Non-Equity Incentive Plan Compensation in the Summary Compensation Table. See Short-Term Incentive Compensation (Cash Bonuses) in the CD&A for additional information. (2)Represents the number of PSUs and SARs awarded to the NEOs on February 9, 2023. The target number of PSUs (100%) for the annual PSU award was subject to adjustment ranging from 0% (threshold) to 200% (maximum) based solely upon achievement of an associated financial performance objective, and was achieved at 113.9% of target in February 2024. The number of such PSUs earned was: Mr. Hall – 30,135; Mr. Safian – 8,733; Messrs. Dawkins and Hensel and Ms. Kranich – 5,295. All PSUs and SARs vest 25% per year commencing one year from grant, subject to continued employment on the vesting date except in the case of death, disability and retirement. See Long-Term Incentive Compensation (Equity Awards) in the CD&A for additional information. (3)Represents the closing price of our Common Stock on the NYSE on the grant date. (4)See footnote (2) to the Summary Compensation Table.

  61. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Outstanding Equity Awards at Fiscal Year-End December 31, 2023 This table provides information on each option (including SARs) and stock (including RSUs and PSUs) awards held by each NEO as of December 31, 2023. All performance criteria associated with these awards (except for the 2023 PSU award (see footnote 4)) were fully satisfied as of December 31, 2023, and the award is fixed. The market value of the stock awards is based on the closing price of our Common Stock on the NYSE on December 29, 2023 (the last business day of the year), which was $451.11. Upon exercise of, or release of restrictions on, these awards, the number of shares ultimately issued to each executive will be reduced by the number of shares withheld by Gartner for tax withholding purposes and/or as payment of the exercise price in the case of options and SARs.

  62. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | 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 | | | | | | | | (1), (5) | 66,948 | 22,316 | 154.31 | 2/5/2027 | 11,195 | 5,050,176 | | (2), (5) | 32,994 | 32,992 | 180.64 | 2/10/2028 | 41,876 | 18,890,682 | | (3), (5) | 9,808 | 29,422 | 302.90 | 2/9/2029 | 27,585 | 12,443,869 | | (4), (5) | — | 31,324 | 351.03 | 2/9/2030 | 52,916 | 23,870,937 | | Craig W. Safian | | | | | | | | (5) | 13,196 | — | 143.01 | 2/6/2026 | — | — | | (1), (5) | 19,243 | 6,414 | 154.31 | 2/5/2027 | 3,217 | 1,451,221 | | (2), (5) | 9,574 | 9,574 | 180.64 | 2/10/2028 | 12,152 | 5,481,889 | | (3), (5) | 2,818 | 8,452 | 302.90 | 2/9/2029 | 7,925 | 3,575,047 | | (4), (5) | — | 9,078 | 351.03 | 2/9/2030 | 15,336 | 6,918,223 | | Alwyn Dawkins | | | | | | | | (5) | 15,809 | — | 143.01 | 2/6/2026 | — | — | | (1), (5) | 11,613 | 3,871 | 154.31 | 2/5/2027 | 1,941 | 875,605 | | (2), (5) | 5,778 | 5,778 | 180.64 | 2/10/2028 | 7,334 | 3,308,441 | | (3), (5) | 1,709 | 5,124 | 302.90 | 2/9/2029 | 4,804 | 2,167,132 | | (4), (5) | — | 5,504 | 351.03 | 2/9/2030 | 9,298 | 4,194,421 | | Scott Hensel | | | | | | | | (5) | 14,550 | — | 143.01 | 2/6/2026 | — | — | | (1), (5) | 11,505 | 3,835 | 154.31 | 2/5/2027 | 1,923 | 867,485 | | (2), (5) | 5,778 | 5,778 | 180.64 | 2/10/2028 | 7,334 | 3,308,441 | | (3), (5) | 1,709 | 5,124 | 302.90 | 2/9/2029 | 4,804 | 2,167,132 | | (4), (5) | — | 5,504 | 351.03 | 2/9/2030 | 9,298 | 4,194,421 | | Robin Kranich | | | | | | | | (1), (5) | 7,742 | 3,871 | 154.31 | 2/5/2027 | 1,941 | 875,605 | | (2), (5) | 5,778 | 5,778 | 180.64 | 2/10/2028 | 7,334 | 3,308,441 | | (3), (5) | 1,709 | 5,124 | 302.90 | 2/9/2029 | 4,804 | 2,167,132 | | (4), (5) | — | 5,504 | 351.03 | 2/9/2030 | 9,298 | 4,194,421 |

  63. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    (1)Vest 25% per year commencing February 5, 2021, generally subject to the executive’s continued service through each applicable vesting date. (2)Vest 25% per year commencing February 10, 2022, generally subject to the executive’s continued service through each applicable vesting date. (3)Vest 25% per year commencing February 9, 2023, generally subject to the executive’s continued service through each applicable vesting date. (4)The market value of the stock award is presented at maximum level (200%), and the amount ultimately awarded could range from 0% to 200% of the target award. After certification of the applicable performance metric in February 2024, the amount actually awarded on account of Stock Awards was determined to be 113.9% of target based on actual performance. The actual number of PSUs awarded to the NEOs is reported in footnote (2) to the Grants of Plan-

  64. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | | | | | | 2024 Proxy Statement | 43 |

  65. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Based Awards Table. The awards vest 25% per year commencing February 9, 2024, generally subject to the executive’s continued service through each applicable vesting date. (5)The amounts shown under Option Awards represent SARs that will be stock-settled upon exercise; accordingly, the number of shares ultimately received upon exercise will be less than the number of SARs held by the executive and reported in this table.

  66. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 This table provides information for the NEOs for the aggregate number of SARs that were exercised, and stock awards that vested and released, during 2023 on an aggregate basis, and does not reflect shares withheld by the Company for exercise price or withholding taxes.

  67. Option Exercises and Stock Vested for Fiscal Year 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Eugene A. Hall | 119,521 | 29,265,777 | 58,687 | 20,252,539 | | Craig W. Safian | 40,508 | 11,144,158 | 16,867 | 5,821,080 | | Alwyn Dawkins | 36,493 | 9,086,977 | 10,187 | 3,515,747 | | Scott Hensel | 16,722 | 3,862,364 | 9,932 | 3,428,792 | | Robin Kranich | 7,904 | 2,212,384 | 10,187 | 3,515,747 |

  68. Option Exercises and Stock Vested for Fiscal Year 2023

    (1)Represents the spread between (i) the market price of our Common Stock at exercise and (ii) the exercise price for all SARs exercised during the year, multiplied by the number of SARs exercised. (2)Represents PSUs and RSUs awarded in prior years as long-term incentive compensation released in 2023. (3)Represents the number of shares released multiplied by the market price of our Common Stock on the release date.

  69. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023 The Company maintains a Non-Qualified Deferred Compensation Plan for certain officers and key personnel whose compensation grade profile was a 130 or higher in 2023, or those who have been previously grandfathered into the plan. This plan currently allows qualified U.S.-based employees to defer up to 50% of earned annual salary and/or up to 100% of annual bonus earned in a fiscal year. In addition, in 2023 the Company made a contribution to the account of each Named Executive Officer who deferred compensation equal to the amount of such executive’s contribution (not to exceed 4% of base salary and bonus), less $7,200. Deferred amounts are deemed invested in several independently-managed investment portfolios selected by the participant for purposes of determining the amount of earnings to be credited by the Company to that participant’s account. The Company may, but need not, acquire investments corresponding to the participants’ designations. Upon termination of employment for any reason, all account balances will be distributed to the participant in a lump sum, except that a participant whose account balance is in excess of $25,000 may defer distributions for an additional year, and/or elect to receive the balance in 20, 40 or 60 quarterly installments. In the event of an unforeseen emergency (which includes a sudden and unexpected illness or accident of the participant or a dependent, a loss of the participant’s property due to casualty or other extraordinary and unforeseeable circumstance beyond the participant’s control), the participant may request early payment of his or her account balance, subject to approval. The following table provides information (in dollars) concerning contributions to the Deferred Compensation Plan in 2023 by the participating Named Executive Officers, the Company’s matching contributions, 2023 earnings, aggregate withdrawals and distributions and account balances at year-end:

  70. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | | | | | | 2024 Proxy Statement | 44 |

  71. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | Name | Executive Contributions in 2023 ($) (1) (2) | Company Contributions in 2023 ($) (1) (3) | Aggregate Earnings in 2023 ($) (1) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance at 12/31/23 ($) (4) | | Eugene A. Hall | 128,062 | 120,862 | 129,385 | (148,102) | 711,331 | | Craig W. Safian | 91,576 | 66,061 | 174,335 | — | 1,147,533 | | Alwyn Dawkins | 96,408 | 53,269 | 70,712 | (87,297) | 421,248 | | Scott Hensel | 59,306 | 52,106 | 105,113 | — | 566,724 | | Robin Kranich | 64,634 | 53,269 | 260,169 | — | 1,693,949 |

  72. Non-Qualified Deferred Compensation for Fiscal Year 2023

    (1)All executive and Company contribution amounts in this table have been reflected in the Summary Compensation Table and prior years’ summary compensation tables, as applicable. Aggregate earnings are not reflected in the Summary Compensation Table and were not reflected in prior years’ summary compensation tables. (2)Executive Contributions are included in the “Base Salary” and/or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for the NEOs. (3)Company Contributions are included in the “All Other Compensation” column of the Summary Compensation Table, and in the “Company Match Under Non-qualified Deferred Compensation Plan” column of the Other Compensation Table for the NEOs. (4)Amounts reported in the Aggregate Balance column reflect the cumulative value of the NEOs’ deferral activities, including executive contributions, company contributions, withdrawals and investment earnings thereon as of December 31, 2023.

  73. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Certain Employment Agreements with Executive Officers above contains a detailed discussion of the payments and other benefits to which our CEO and other NEOs are entitled in the event of termination of employment or upon a Change in Control. The amounts payable assuming termination under various circumstances at December 31, 2023 are set forth below. In the event of termination of employment or a termination in connection with a Change in Control, each NEO would also be entitled to receive accrued personal time off (PTO) and the balance in his or her deferred compensation plan account. Such accrued amounts are not quantified below. There is no vesting of equity awards for our NEO’s based solely upon a Change in Control (i.e., without termination).

  74. Pay Ratio

    Pay Ratio The 2023 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2023, other than our CEO, Mr. Hall, was $119,132; Mr. Hall’s 2023 annual total compensation was $16,299,489 and the ratio of these amounts was 1-to-137. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, and the methodology described herein. For these purposes, we identified the median compensated employee using the base salary determined as of December 31, 2023 and target cash incentives for the 2023 performance year, which amounts were annualized for any permanent (that is, non-temporary) employee who did not work for the entire year. We considered all of our worldwide associates employed with us as of December 31, 2023 when examining the pay ratio, including in determining the median compensated employee. Based on our consistently applied compensation measure, we identified a group of 10 associates within 0.2% of the median amount and calculated annual total compensation in accordance with the Summary Compensation Table requirements for these associates to identify our median compensated employee.

  75. Pay Versus Performance

    Pay Versus Performance The following table and disclosures have been prepared in accordance with the Pay Versus Performance SEC disclosure rules, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and to our other NEOs (non-PEO NEOs) for 2020 to 2023, alongside total shareholder return (TSR), net income, and the Company’s selected metric of CV. CV is the most important metric in linking compensation actually paid to our NEOs to Company performance, representing 70% of long-term incentive awards granted to our NEOs for 2023.

  76. Pay Versus Performance

    | | | | | | 2024 Proxy Statement | 47 |

  77. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income (millions) ($) | Company-Selected Measure (millions) ($) (6) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (5) | | | | 2023 | 16,299,489 | 40,034,283 | 4,232,352 | 9,055,703 | 293 | 141 | 882 | 4,839 | | 2022 | 15,452,138 | 16,037,507 | 3,993,018 | 3,930,345 | 218 | 105 | 808 | 4,660 | | 2021 | 14,096,168 | 80,424,211 | 3,719,960 | 17,061,159 | 217 | 129 | 794 | 4,247 | | 2020 | 12,595,105 | 14,851,875 | 3,207,410 | 3,623,304 | 104 | 123 | 267 | 3,605 |

  78. Pay Versus Performance

    (1) Mr. Hall was our PEO for each of the years presented. (2) During 2023, our non-PEO NEOs consisted of Messrs. Safian, Dawkins and Hensel and Ms. Kranich. During 2022, our non-PEO NEOs consisted of Messrs. Safian, Dawkins, Hensel and Jules P. Kaufman (our former General Counsel) and Ms. Kranich. During 2021 and 2020, our non-PEO NEOs consisted of Messrs. Safian, Dawkins and Kaufman and Ms. Kranich. (3) “Compensation actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The Company does not have any pensions, so no adjustments have been recorded related to pension service. The tables below set forth each adjustment made during each year presented in the table to calculate the “compensation actually paid” to our NEOs during each year in the table:

  79. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total Compensation to “Compensation Actually Paid” for PEO(i) | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | | 16,299,489 | 15,452,138 | 14,096,168 | 12,595,105 | | Adjustments: | | | | | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | (9,287,552) | (8,472,416) | (7,564,661) | (7,273,710) | | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table for the covered fiscal year | (3,980,328) | (3,631,046) | (3,241,991) | (3,117,322) | | | Fair value of awards granted during year that remain unvested and outstanding as of covered year end | 19,130,309 | 17,392,305 | 39,540,976 | 11,001,868 | | | Fair value as of vest date of awards granted during year that vested during covered year | — | — | — | — | | | Change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | 16,916,509 | 1,064,562 | 36,805,545 | 1,863,381 | | | Change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 955,856 | (5,768,036) | 788,173 | (217,447) | | | Deduction of fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | | | Increase based upon incremental fair value of awards modified during year | — | — | — | — | | | Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | — | — | — | — | | Compensation Actually Paid | | 40,034,283 | 16,037,507 | 80,424,211 | 14,851,875 |

  80. Pay Versus Performance

    | | | | | | 2024 Proxy Statement | 48 |

  81. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total Compensation to “Compensation Actually Paid” for Non-PEO NEOs (Average)(i) | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total Compensation | | 4,232,352 | 3,993,018 | 3,719,960 | 3,207,410 | | Adjustments: | | | | | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | (1,896,878) | (1,667,404) | (1,542,395) | (1,465,945) | | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table for the covered fiscal year | (812,928) | (714,606) | (661,016) | (628,300) | | | Fair value of awards granted during year that remain unvested and outstanding as of covered year end | 3,907,066 | 3,210,390 | 8,062,163 | 2,217,325 | | | Fair value as of vest date of awards granted during year that vested during covered year | — | — | — | — | | | Change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | 3,433,267 | 209,062 | 7,247,948 | 336,070 | | | Change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 192,823 | (1,100,115) | 234,498 | (43,256) | | | Deduction of fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | | | Increase based upon incremental fair value of awards modified during year | — | — | — | — | | | Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | — | — | — | — | | Compensation Actually Paid | | 9,055,703 | 3,930,345 | 17,061,159 | 3,623,304 |

  82. Pay Versus Performance

    (i) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, using materially the same methodologies used in determining the grant date fair value of our equity awards reflected in the Summary Compensation Table; provided, in order to properly value the SAR awards using the Black-Scholes model we use for such grant date fair value, we made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including remaining vesting periods, remaining expiration periods and SAR gain levels), dividend yield and risk-free interest rates as of each measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year. (4) Assumes $100 was invested in our Common Stock (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2023. (5) The peer group used by the Company consists of the companies used in the Company’s performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of its annual report for the fiscal year ended December 31, 2023, namely, the S&P 500 IT Services Index. (6) Contract Value (“CV”) 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.

  83. Pay Versus Performance

    | | | | | | 2024 Proxy Statement | 49 |

  84. Relationship Between “Compensation Actually Paid” and Performance

    Relationship Between “Compensation Actually Paid” and Performance The following graphs provide a comparison of the Company’s four-year cumulative TSR with that of the peer group index, as well as comparisons of “compensation actually paid” as disclosed in the Pay Versus Performance Table with each of Company TSR, net income and CV (the Company-Selected Measure).

  85. Relationship Between “Compensation Actually Paid” and Performance

    | * Each year’s CV has been calculated using the foreign currency rates for such year. |