Document

DEF 14A 1 a2022proxystatementdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

_______________________________

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:


¨			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

GARTNER, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):


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.

April 18, 2022

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2022 Annual Meeting of Stockholders to be held on Thursday, June 2, 2022, at 10 a.m. Eastern Time, via live audio webcast over the internet at www.virtualshareholdermeeting.com/IT2022. Stockholders or their legal proxy holders can participate, submit questions, vote, and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2022 and using a valid control number. As always, we encourage you to vote your shares prior to the Annual Meeting.

Details of the business to be conducted at the meeting are given in the Notice of Annual Meeting of Stockholders and Proxy Statement which follow this letter. The 2021 Annual Report to Stockholders is also included with these materials.

We have mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2022 Proxy Statement and our 2021 Annual Report to Stockholders, and how to vote online on the three management Proposals put before you this year. The Notice also includes instructions on how to request a paper or email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement and Annual Report, and proxy card or voting instruction card. Stockholders who previously either requested paper copies of the proxy materials or elected to receive the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.

In addition, by following the e-consent instructions in the proxy card, stockholders may go paperless in future solicitations and request proxy materials electronically by email on an ongoing basis.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to review the proxy materials and vote your shares, regardless of the number of shares you hold, as soon as possible. You may vote by proxy over the internet or by telephone using the instructions provided in the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by following the instructions on the proxy card or voting instruction card. Instructions regarding the three methods of voting are contained in the Notice, proxy card or voting instruction card.

If you have any questions about the meeting, please contact our Investor Relations Department at (203) 316-6537.

Sincerely,

Eugene A. Hall

Chief Executive Officer



			2022 Proxy Statement

56 Top Gallant Road

Stamford, Connecticut 06902

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date:	Thursday, June 2, 2022

Time:	10:00 a.m. Eastern Time

Location:	Attend the annual meeting online, including submitting questions and voting, at www.virtualshareholdermeeting.com/IT2022

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

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

	(3)	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year.

Record Date:	April 7, 2022 – 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 48 of the Proxy Statement for a description of how to vote.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2022. Online check-in will be available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on April 7, 2022, the Record Date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered stockholders as of the Record Date during the Annual Meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/IT2022, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. For more information about how to attend the Annual Meeting online, please see “Information Concerning Proxy Materials and the Voting of Proxies – How Can I Participate in the 2022 Annual Stockholders’ Meeting?” on page 46 of the Proxy Statement.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 10:30 a.m. Eastern Time on the date specified above and at the location specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the company’s website at https://investor.gartner.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 2, 2022: We are making this Notice of Annual Meeting, this Proxy Statement and our 2021 Annual Report available on the Internet at www.proxyvote.com and mailing copies of these Proxy Materials to certain stockholders on or about April 18, 2022. Stockholders of record at the close of business on April 7, 2022 are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

Jules Kaufman

Secretary

Stamford, Connecticut

April 18, 2022



			2022 Proxy Statement

TABLE OF CONTENTS


GENERAL INFORMATION

The Annual Meeting and Proposals			#SectionPage#

THE BOARD OF DIRECTORS

General Information About Our Board of Directors			2
Director Skills, Experience and Expertise			5
Majority Vote Standard			5
Compensation of Directors			6
Director Compensation Table			7
Director Stock Ownership and Holding Period Guidelines			7

CORPORATE GOVERNANCE

Board Principles and Practices			8
Director Independence			8
Board Leadership Structure			9
Risk Oversight			9
Management Succession Planning			10
Human Capital Management			10
Board and Committee Meetings and Annual Meeting Attendance			10
Committees Generally and Charters			10
Audit Committee			11
Compensation Committee			12
Governance/Nominating Committee			13
Code of Ethics and Code of Conduct			13

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors			14

EXECUTIVE OFFICERS

General Information about our Current Executive Officers			15

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary			17
Compensation Setting Process for 2021			19
Other Compensation Policies and Information			26
Executive Stock Ownership and Holding Period Guidelines			26
Clawback Policy			26
Hedging and Pledging Policies			26
Accounting and Tax Impact			26



COMPENSATION COMMITTEE REPORT			27
COMPENSATION TABLES AND NARRATIVE DISCLOSURES

Summary Compensation Table			28
Other Compensation Table			28
Grants of Plan-Based Awards Table			29
Certain Employment Agreements with Executive Officers			30
Outstanding Equity Awards at Fiscal Year-End Table			33
Option Exercises and Stock Vested Table			35
Non-Qualified Deferred Compensation Table			35
Potential Payments upon Termination or Change in Control			36
Pay Ratio			38
Equity Compensation Plan Information			39

PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			40

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services			41
Audit Committee Report			42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43

TRANSACTIONS WITH RELATED PERSONS			45

PROXY AND VOTING INFORMATION

Information Concerning Proxy Materials and the Voting of Proxies			46
Stockholder Communications			49
Available Information			49
Process for Submission of Stockholder Proposals for our 202 3 Annual Meeting			50
Annual Report			50



			2022 Proxy Statement

56 Top Gallant Road

Stamford, Connecticut 06902

www.virtualshareholdermeeting.com/IT2022

_______________________

PROXY STATEMENT

_______________________

For the Annual Meeting of Stockholders to be held on June 2, 2022

GENERAL INFORMATION

The Annual Meeting and Proposals

The 2022 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, June 2, 2022, at 10:00 a.m. Eastern Time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and described in greater detail below. This Proxy Statement and form of proxy, together with our 2021 Annual Report to Stockholders, are being furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and any adjournment of the meeting, and are first being made available to our stockholders on or around April 18, 2022. We will refer to our company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The three proposals to be considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:

•Election of eleven (11) nominees to our Board of Directors;

•Approval, on an advisory basis, of the compensation of our named executive officers; and

•Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year.

Management does not intend to present any other items of business and is not aware of any matters other than those set forth in this Proxy Statement for action at the 2022 Annual Meeting of Stockholders. However, if any other matters properly come before the Annual Meeting, the persons designated by the Company as proxies may vote the shares of common stock (“Common Stock”) they represent in their discretion.

The 2022 Annual Meeting of Stockholders will be held in a virtual meeting format only, on the above date and time, via live audio webcast. Stockholders or their legal proxy holders can participate, submit questions, vote, and examine our stockholder list at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2022 and using a valid control number. For more information about how to attend the Annual Meeting online, please see “Information Concerning Proxy Materials and the Voting of Proxies – How Can I Participate in the 2022 Annual Stockholders’ Meeting?” on page 46 of the Proxy Statement. As always, we encourage you to vote your shares prior to the Annual Meeting.

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current facts, including statements regarding our plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K.

Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (“ESG”) and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking ESG and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.



			2022 Proxy Statement			1

THE BOARD OF DIRECTORS

General Information about our Board of Directors

Our Board of Directors of Gartner, Inc. (the “Board”) currently has eleven 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 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 2022 Annual Meeting. See Proposal One – Election of Directors on page 14. In July 2021, Diana Ferguson was appointed to the Board for a term expiring at the 2022 Annual Meeting and has been recommended for election. 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 which, among other factors, support their respective qualifications to continue to serve on our Board.


Peter E. Bisson, 64, director since 2016			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. Mr. Bisson’s experience includes advising clients on corporate strategy and M&A, design and execution of performance improvement programs and marketing and technology development, which qualifies him to serve as a director.
Richard J. Bressler, 64, director since 2006			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, and his extensive financial and operational roles at large U.S. public companies bring a wealth of management, financial, accounting and professional expertise to our Board and Audit Committee.



			2022 Proxy Statement			2


The Board of Directors


Raul E. Cesan, 74, director since 2012			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: the 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 extensive operational and international experiences provide valuable guidance to our Board and Compensation Committee.
Karen E. Dykstra, 63, director since 2007			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 a former director of Crane Co., AOL, Inc. and Boston Properties, Inc. Ms. Dykstra qualifies as an audit committee financial expert, and her extensive management, financial, accounting and oversight experience provide important expertise to our Board and Audit Committee.
Diana S. Ferguson, 59, director since 2021			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 Sally Beauty Holdings, Inc. Ms. Ferguson is a former director of Frontier Communications Corporation, TreeHouse Foods, Inc. and Invacare Corporation. Ms. Ferguson brings extensive financial and public company director experience to the Board.
Anne Sutherland Fuchs, 74, director since 1999			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 also a director of Pitney Bowes Inc. Ms. Fuchs’ executive management, content and branding skills plus operations expertise, her knowledge of government operations and government partnerships with the private sector, and her keen interest and knowledge of diversity, governance and executive compensation matters provide important perspective to our Board and its Governance and Compensation Committees.



			2022 Proxy Statement			3


The Board of Directors


William O. Grabe, 83, director since 1993			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 extensive senior executive experience, his knowledge of business operations and his vast knowledge of the global information technology industry have made him a valued member of the Board and Governance Committee.
Eugene A. Hall, 65, director since 2004			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 of Directors and for driving Gartner’s business and financial performance and is the sole management representative on the Board.
Stephen G. Pagliuca, 67, director since 1990 (except for six months in 2009 when he entered the U.S. Senate race for Massachusetts)			Mr. Pagliuca is a Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and Co-Chairman of Bain Capital, L.P. He is also a Managing Partner and an owner of the Boston Celtics basketball franchise. 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, Inc. (Hospital Corporation of America), Quintiles Transnational Corporation, Warner Chilcott PLC, the Weather Company and Axis Bank, Ltd. He currently serves on the Board of Directors of II-VI Incorporated and Virgin Voyages. Mr. Pagliuca has deep 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.
Eileen M. Serra, 67, director since 2017			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, which allows her to provide valuable guidance to our Board.
James C. Smith, 81, director since 2002 and Chairman of the Board since 2004			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, Audit Committee and our CEO. This experience, coupled with Mr. Smith’s personal leadership qualities, qualify him to continue to serve as Chairman of the Board.



			2022 Proxy Statement			4


The Board of Directors

Director Skills, Experience and Expertise

The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of Gartner’s directors, because of their particular relevance to the Company’s business and structure. The following matrix does not encompass all the experience, qualifications, attributes or skills of our directors.

Bisson

Bressler

Cesan

Dykstra

Ferguson

Fuchs

Grabe

Hall

Pagliuca

Serra

Smith

Total

Industry Experience

✓

Technology

✓

Public Company Boards

✓

International

✓

Leadership

✓

Corporate Governance

✓

Accounting

✓

Capital Markets

✓

Executive Compensation

✓

Strategic Planning/ Business Development/ M&A

✓

Operations

✓

Sales & Marketing

✓

Gender Diversity

✓

Racial/Ethnic Diversity

✓


4 female directors
2 ethnically diverse directors
45% of our Board members are ethnically or gender diverse
10 of 11 independent director nominees
Board Committees consist of only independent directors

Majority Vote Standard

The Company has adopted a majority vote standard for the election of directors which provides that a nominee must receive more FOR votes than AGAINST votes for election as a director. Should a nominee fail to achieve this threshold, the nominee must immediately tender his or her resignation to the Board. The Nominating and Governance Committee will then recommend to the Board whether to accept or reject the tendered resignation, and the Board, in its discretion, will



			2022 Proxy Statement			5


The Board of Directors

consider and act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Compensation of Directors

The Compensation Committee, in consultation with the Governance Committee, reviews all forms of independent director compensation and approves changes, when appropriate. The Compensation and Governance Committees are supported in this review by Exequity, LLP. The review examines director compensation in relation to two comparator groups: Peer Group and General Industry Reference Group. The Peer Group includes the same companies used to benchmark executive pay. The General Industry Reference Group includes 100 companies with median revenues similar to that of Gartner. Regular review of the director compensation program ensures that the director compensation is reasonable and reflects a mainstream approach to the structure of the compensation components and the method of delivery. Director compensation is primarily reviewed in relation to the Peer Group. Director compensation in 2021 was determined to approximate the median of the Peer Group, and as such, no changes were made to director compensation. The section that follows describes the current director compensation program and components.

Directors who are also employees receive no fees for their services as directors. Non-management directors are reimbursed for their meeting attendance expenses and receive the following compensation for their service as director:


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 instalments, 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.



			2022 Proxy Statement			6


The Board of Directors

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 2021. Mr. Hall receives no additional compensation for service as director.


Name	Fees Earned Or Paid ($)(1)	Stock Awards ($)(2)(3)	Total ($)
Peter E. Bisson	67,330	239,798	307,129
Richard J. Bressler	89,969	239,798	329,767
Raul E. Cesan	69,645	239,798	309,444
Karen E. Dykstra	75,133	239,798	314,931
Diana S. Ferguson	25,543	203,689	229,232
Anne Sutherland Fuchs	92,765	239,798	332,563
William O. Grabe	77,275	239,798	317,073
Stephen G. Pagliuca	60,023	239,798	299,821
Eileen M. Serra	69,645	239,798	309,444
James C. Smith	175,118	239,798	414,916

(1)Includes amounts earned in 2021 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 reimbursement for meeting attendance expenses. For Ms. Ferguson, represents the pro rata Annual Director Retainer Fee from July 29, 2021, the date of her appointment to the Board.

(2)Except for Ms. Ferguson, 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 1,029 RSUs that vest on June 3, 2022, one year from the date of the 2021 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 price of our Common Stock on June 3, 2021 ($233.04) (rounded down to the nearest whole number).

(3)For Ms. Ferguson, represents the grant date value of an annual equity award computed in accordance with FASB ASC Topic 718, consisting of 660 RSUs that will vest on June 3, 2022, one year from the date of the 2021 Annual Meeting, subject to continued service through the date. The number of RSUs awarded was calculated by dividing $203,835 ($240,000 pro-rated from July 29, 2021, the date of her appointment to the Board, to June 3, 2022) by the price of our Common Stock on August 16, 2021 ($308.62), the date of grant (rounded down to the nearest whole number).

Director Stock Ownership and Holding Period Guidelines

The Board believes directors should have a financial interest in the Company. Accordingly, each director is required to hold shares of Gartner common stock with a value of not less than five (5) times the Annual Director Retainer Fee ($60,000). Directors are required to achieve the guideline within three years of joining the Board. In the event a director has not satisfied the guideline within such three-year period, he/she will be required to hold 50% of net after-tax shares received from the Company either in the form of equity awards or released CSEs until the guideline is achieved. We permit directors to apply deferred and unvested equity awards towards satisfying these requirements. As of December 31, 2021, all our directors were in compliance with these guidelines.



			2022 Proxy Statement			7

CORPORATE GOVERNANCE

Gartner is committed to maintaining strong corporate governance practices.


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
➣			10 out of 11 directors are independent
➣			4 out of 11 directors are women
➣			2 out of 11 directors identifies 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

Board Principles and Practices

Our Board Principles and Practices (the “Board Guidelines”) are reviewed annually and revised in light of legal, regulatory or other developments, as well as emerging best practices, by our Governance Committee and Board. The Board Guidelines, which are posted on https://investor.gartner.com, describe the Board’s responsibilities, its role in strategic development and other matters, discussed below.

Director Independence

Our Board Guidelines require that our Board be comprised of a majority of directors who meet the criteria for independence from management set forth by the New York Stock Exchange (the “NYSE”) in its corporate governance listing standards.

Our committee charters likewise require that our standing Audit, Compensation and Governance/Nominating Committees be comprised only of independent directors. Additionally, the Audit Committee members must be independent under Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee members must be independent under Rule 16b-3 promulgated under the Exchange Act as well as applicable NYSE corporate governance listing standards, and they must qualify as outside directors under regulations promulgated under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Utilizing all of these criteria, as well as all relevant facts and circumstances, the Board annually assesses the independence from management of all non-management directors and committee members by reviewing the commercial, financial, familial, employment and other relationships between each director and the Company, its auditors and other companies that do business with Gartner. Because of our worldwide reach, it is not unusual for Gartner to engage in ordinary course of business transactions involving the sale of research or consulting services with entities affiliated with one of our directors, or their immediate family members. The Board considered these transactions in determining director independence and determined that such transactions did not impair any director’s independence.

After analysis and recommendation by the Governance Committee, the Board determined that:

•all non-management directors who served during the 2021 fiscal year (Peter Bisson, Richard Bressler, Raul Cesan, Karen Dykstra, Diana Ferguson, Anne Sutherland Fuchs, William Grabe, Stephen Pagliuca, Eileen Serra and James Smith) are independent under the NYSE listing standards;



			2022 Proxy Statement			8


Corporate Governance

•our Audit Committee members (Ms. Dykstra and Messrs. Bressler and Smith) are independent under the criteria set forth in Section 10A-3 of the Exchange Act; and

•our Compensation Committee members (Mr. Cesan and Mses. Fuchs and Serra) are independent under the criteria set forth in Exchange Act Rule 16b-3 as well as under applicable NYSE corporate governance listing standards, and qualify as “outside directors” under Code Section 162(m) regulations.

Board Leadership Structure

The leadership of our Board rests with our independent Chairman of the Board, Mr. James C. Smith. Gartner believes that the separation of functions between the CEO and Chairman of the Board provides independent leadership of the Board in the exercise of its management oversight responsibilities, increases the accountability of the CEO and creates transparency in the relationship among executive management, the Board of Directors and stockholders. Additionally, in view of Mr. Smith’s extensive experience as a chief executive officer of a major corporation, he is able to provide an independent point of view to our CEO on important management and operational issues.

Risk Oversight

The Board of Directors, together with management, oversees risk (including cybersecurity risk) at Gartner. The Board exercises its oversight both directly and through its committees. Each committee keeps the Board informed of its oversight efforts through regular reporting to the full Board by the committee chairpersons. The Company’s strategic objectives and activities are presented by executive management to the Board and approved annually and more frequently as necessary. The Board and/or Audit Committee receives quarterly updates on cybersecurity matters from the Company’s Chief Information Officer. In addition, the Board and/or the Governance Committee receives quarterly updates on Gartner’s approach and progress on ESG matters. The Risk (Internal Audit) function reports directly to the Audit Committee and provides quarterly reports to the committee. The committee reviews the results of the internal audit annual risk assessment and the proposed internal audit plan. Subsequent quarterly meetings include an update on ongoing internal audit activities, including results of audits and any changes to the audit plan. Risk also meets with the Audit Committee in executive session on a quarterly basis.

The General Counsel, who serves as Chief Compliance Officer, also reports directly to the Audit Committee on a quarterly basis concerning the effectiveness and status of the Company’s legal and ethical compliance program and initiatives, hotline activities and litigation matters.

The Company maintains internal controls and procedures over financial reporting, as well as enterprise wide internal controls, which are updated and tested annually by management and our independent registered public accounting firm. Any internal control deficiencies and the status of remediation efforts as well as any findings of the Disclosure Controls Committee are reported to the Audit Committee on a quarterly basis.

COVID-19 Risk Oversight

Our Board has been actively overseeing the Company’s critical work in the ongoing COVID-19 pandemic, including regular updates from and discussions with the Company’s executives on the impact to the Company’s associates, operations and clients. The Board’s review and discussion around this ongoing crisis spans a broad range of matters, including protecting the health and safety of our employees and clients, providing COVID-related research to our clients and evaluating the impact of the pandemic on strategy, operations, liquidity and financial matters.

Risk Assessment of Compensation Policies and Practices

Management conducts an annual risk assessment of the Company’s compensation policies and practices, including all executive, non-executive and business unit compensation policies and practices, as well as the variable compensation policies applicable to our global sales force. The results of this assessment are reported to the Compensation Committee. For 2021, management concluded, and the Compensation Committee agreed, that no Company compensation policies and practices created risks that were reasonably likely to have a material adverse effect on the Company.



			2022 Proxy Statement			9


Corporate Governance

Management Succession Planning

Succession planning is one of the Board’s most critical functions—to develop leaders who will successfully build the Company’s business. The Board and the Governance/Nominating Committee regularly review and discuss management development and succession plans for the Chief Executive Officer and his direct reports. This review includes an assessment of senior executives and their potential as successor to the Chief Executive Officer.

Human Capital Management

The Compensation Committee is responsible for overseeing human capital management at Gartner and, at least annually, reviews the Company’s strategies, initiatives and programs related to human capital management, including with respect to matters such as talent recruitment, development and retention, and our commitments and progress on inclusion and diversity and employee engagement. During 2021, the Board and its Committees also reviewed and discussed with management the impact of COVID-19 on Gartner’s employees, clients, and business, and management’s strategies and initiatives designed to protect the health and safety of our employees, clients and the communities in which we operate. For additional information about our environmental, social and governance strategies, programs and initiatives, including human capital management matters, please review our Corporate Responsibility Report located on our website at www.gartner.com, under the “Corporate Responsibilities” link in the “About” tab.

Board and Committee Meetings and Annual Meeting Attendance

Our Board held five meetings in 2021. During 2021, all our directors attended at least 75% of the Board and committee meetings held during the periods in which such director served as a director and/or committee member. At each regular quarterly Board and committee meeting, time is set aside for the non-management directors to meet in executive session without management present. Mr. James C. Smith, our non-executive Chairman of the Board, presides over the executive sessions at the Board meetings, and each committee chairperson presides over the executive sessions at their respective committee meetings. Directors are not required, but are invited, to attend the Annual Meeting of Stockholders. In 2021, Mr. Hall and other executive officers of the Company attended the 2021 Annual Meeting of Stockholders.

Committees Generally and Charters

As noted above, our Board has three standing committees: Audit, Compensation and Governance/Nominating, and all committee members have been determined by our Board to be independent under applicable standards. Our Board has approved a written charter for each standing committee, which is reviewed annually and revised as appropriate. The table below provides information for each Board committee in 2021:


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 2021:	5	7	4



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Corporate Governance

Audit Committee


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.

Gartner has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Board has determined that both Ms. Dykstra and Mr. Bressler qualify as audit committee financial experts, as defined by the rules of the Securities and Exchange Commission (the “SEC”), and that all members have the requisite accounting or related financial management expertise and are financially literate as required by the NYSE corporate governance listing standards.

Additionally, the Audit Committee is directly responsible for the appointment, compensation and oversight of our independent registered public accounting firm, KPMG; approves the engagement letter describing the scope of the annual audit; approves fees for audit and non-audit services; provides an open avenue of communication among the independent registered public accounting firm, the Risk and Internal Audit functions, management and the Board; resolves disagreements, if any, between management and the independent registered public accounting firm regarding financial reporting for the purpose of issuing an audit report in connection with our financial statements and our internal control over financial reporting; and prepares the Audit Committee Report required by the SEC and included in this Proxy Statement on page 42 below.

The independent registered public accounting firm reports directly to the Audit Committee. By meeting with the independent registered public accounting firm, the internal auditor, and operating and financial management personnel, the Audit Committee oversees matters relating to accounting standards, policies and practices, any changes thereto and the effects of any changes on our financial statements, financial reporting practices and the quality and adequacy of internal controls. Additionally, our internal audit and compliance functions report directly to the Audit Committee. After each Audit Committee meeting, the Committee meets separately with the CFO, the Chief Compliance Officer, the internal auditor and the independent registered public accounting firm without management present.

The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A toll-free phone number and web-submission form, in local language, managed by a third party is available for confidential and anonymous submission of concerns relating to accounting, auditing and illegal or unethical matters, as well as alleged violations of law, Gartner’s Code of Conduct or any other policies. All submissions to the hotline are reported to the General Counsel and Chief Compliance Officer (or designee, who determines the mode of investigation), the internal auditor and the Audit Committee at each regular meeting. The General counsel, as the Company’s Chief Compliance Officer, and his designees provide quarterly reports to the Audit Committee on ethics and compliance matters. The Audit Committee has the power and funding to retain independent counsel and other advisors as it deems necessary to carry out its duties.



			2022 Proxy Statement			11


Corporate Governance

Compensation Committee


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.

The Compensation Committee reviewed and approved the Compensation Discussion and Analysis contained in this Proxy Statement, recommended its inclusion herein (and in our 2021 Annual Report on Form 10-K) and issued the related report to stockholders as required by the SEC (see Compensation Committee Report on page 27 below).

Exequity, LLP (“Exequity”) was retained by the Compensation Committee to provide information, analyses and advice to the Committee during various stages of 2021 executive compensation planning. Exequity reports directly to the Compensation Committee chair. In the course of conducting its activities, Exequity attended meetings of the Compensation Committee and briefed the Committee on executive compensation trends generally.

The Compensation Committee has assessed the independence of Exequity and has concluded that Exequity is independent and that its retention presents no conflicts of interest either to the Committee or the Company.

Final decisions with respect to determining the amount or form of executive compensation under the Company’s executive compensation programs are made by the Compensation Committee alone and may reflect factors and considerations other than the information and advice provided by its consultants. Please refer to the Compensation Discussion & Analysis beginning on page 17 for a more detailed discussion of the Compensation Committee’s activities with respect to executive compensation.

Compensation Committee Interlocks and Insider Participation. During 2021, no member of the Compensation Committee served as an officer or employee of the Company, was formerly an officer of the Company or had any relationship with the Company required to be disclosed under Transactions with Related Persons below. Additionally, during 2021, no executive officer of the Company: (i) served as a member of the compensation committee (or full board in the absence of such a committee) or as a director of another entity, one of whose executive officers served on our Compensation Committee; or (ii) served as a member of the compensation committee (or full board in the absence of such a committee) of another entity, one of whose executive officers served on our Board.



			2022 Proxy Statement			12


Corporate Governance

Governance/Nominating Committee


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.

While the Governance/Nominating Committee has not specified minimum qualifications for candidates it recommends, it will consider the qualifications, skills, expertise, qualities, diversity, age, gender, availability and experience of all candidates that are presented for consideration. The Board assesses its effectiveness in this regard as part of the annual Board and director evaluation process. At the present time, four of our eleven directors are women, and two of our eleven directors identify as racially/ethnically diverse. The Board utilizes a concept of diversity that extends beyond race, gender and national origin to encompass the viewpoints, professional experience and other individual qualities and attributes of candidates that will enable the Board to select candidates who are best able to carry out the Board’s responsibilities and complement the mix of talent and experience represented on the Board. In connection with its annual evaluation, the Board considers the appropriateness of the qualifications of existing directors given then current needs.

Candidates for Board nomination may be brought to the attention of the Governance Committee by current Board members, management, stockholders or other persons. Spencer Stuart, a third-party search firm, initially recommended Ms. Ferguson as a prospective Board member. All potential new candidates are fully evaluated by the Governance Committee using the criteria described above, and then considered by the entire Board for nomination.

Director Candidates submitted by Stockholders: Stockholders wishing to recommend director candidates for consideration by the Governance Committee may do so by writing to the Chairman of the Governance/Nominating Committee, c/o Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212, and indicating the recommended candidate’s name, biographical data, professional experience and any other qualifications. In addition, stockholders wishing to propose candidates for election must follow our advance notice provisions. See Process for Submission of Stockholder Proposals for our 2023 Annual Meeting on page 50.

Code of Ethics and Code of Conduct

Gartner has adopted a CEO & CFO Code of Ethics which applies to our CEO, CFO, controller and other financial managers, and a Global Code of Conduct, which applies to all Gartner officers, directors and employees, wherever located. Annually, each officer, director and employee affirms compliance with the Global Code of Conduct. See Proxy and Voting Information—Available Information below.



			2022 Proxy Statement			13

PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

Our Board, acting through 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 who have been nominated by the Governance Committee and Board for election and have agreed to serve another term. For additional information about the nominees and their qualifications, please see General Information about our Board of Directors on page 2 above. 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. Each person elected as a director will continue to be a director until the 2023 Annual Meeting of Stockholders or a successor has been elected.


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

RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR the election of each of the

eleven nominees to our Board of Directors.

_______________________



			2022 Proxy Statement			14

EXECUTIVE OFFICERS

General Information about our Current Executive Officers:


Eugene A. Hall 65			Chief Executive Officer and director since 2004. Prior to joining Gartner as Chief Executive Officer, he 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.
Kenneth Allard 51			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.
Joseph Beck 61			Executive Vice President, Global Technology Sales since November 2017. In his more than 25 years at Gartner, he 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 56			Executive Vice President, Global Business Sales since July 2020. Prior to that, he led the Conferences function from 2008 – 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 events. Prior to joining Gartner in 2002, Mr. Dawkins spent ten years at Richmond Events, culminating in his role as Executive Vice President responsible for its North American business.
Michael P. Diliberto 56			Executive Vice President & Chief Information Officer has been our 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 60			Executive Vice President, Global Product Management since November 2020. Ms. Genovese has held various roles at Gartner during her 20-year tenure, including most recently Senior Vice President, Research and 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 49			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.



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Executive Officers


Claire Herkes 47			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 44			Senior Vice President, Consulting since January 2021. 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.
Jules P. Kaufman 64			Executive Vice President, General Counsel & Secretary since August 2017. Prior to joining Gartner, he was the Chief Legal Officer and Secretary at Coty Inc., a beauty products manufacturer, from 2008 through 2016. Previously, he spent 18 years at Colgate-Palmolive, last serving as General Counsel Europe/South Pacific.
Robin Kranich 51			Executive Vice President & Chief Human Resources Officer has been leading Human Resources since May 2008. During her more than 27 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 EXP; 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 53			Executive Vice President & Chief Financial Officer has been our Chief Financial Officer since June 2014. In his more than 19 years at Gartner, he has served as Group Vice President, Global Finance and Strategy & Business Development from 2007 until his appointment as CFO, 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 53			Senior Vice President, Research and Advisory since January 2022. Mr. Sribar has held various roles in his more than 29 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.



			2022 Proxy Statement			16

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis, or “CD&A”, describes and explains the Company’s compensation philosophy and executive compensation program, as well as compensation awarded to and earned by, the following persons who were Named Executive Officers (“NEOs”) in 2021:


Eugene A. Hall			Chief Executive Officer
Craig W. Safian			Executive Vice President & Chief Financial Officer
Alwyn Dawkins			Executive Vice President, Global Business Sales
Jules P. Kaufman			Executive Vice President, General Counsel & Secretary
Robin Kranich			Executive Vice President & Chief Human Resources Officer

The CD&A is organized into three sections:

•The Executive Summary (beginning on page 17), which highlights the exceptional year we had in 2021, the importance of our Contract Value (herein “CV”) metric, our pay-for-performance approach, and our compensation practices, all of which we believe are relevant to stockholders as they consider their votes on Proposal Two (advisory vote on executive compensation, or “Say-on-Pay”)

•The Compensation Setting Process for 2021 (beginning on page 19)

•Other Compensation Policies and Information (beginning on page 26)

The CD&A is followed by the Compensation Tables and Narrative Disclosures, which report and describe the compensation and benefit amounts paid to our NEOs in 2021.

EXECUTIVE SUMMARY

2021 – A Year of Exceptional Performance

2021 was a great year for Gartner. We performed well across our business segments. Contract value growth accelerated to 16% on an FX neutral basis. We delivered strong performances in revenue, EBITDA1, and free cash flow2 and our operating strength drove strong stock price appreciation that outpaced the S&P 500 and our proxy peer group.

Research continued to be our largest and most profitable business segment. Research was up 12% year-over-year in revenue on an FX neutral basis. Total Contract Value, which we believe is our most important business metric, grew 16% in 2021 on an FX neutral basis. Contract Value of Global Technology Sales, or GTS, which serves executives and their teams within IT, grew 14%, while Contract Value of Global Business Sales, or GBS, which services executives and their teams beyond IT, grew an impressive 24%.

Our Conferences business also delivered excellent performance in 2021. Conferences revenue grew 78% in 2021 on an FX neutral basis. We continued to provide great value to our clients through our virtual conference offerings. As the pandemic conditions stabilize, we are operationally prepared to return to in-person conferences where and when we can.

Our Consulting business, which is an important complement to our IT Research business. grew 9% in 2021 on an FX neutral basis.

Due to a combination of strong top-line growth and continued focus on our operating expenses, we generated significant EBITDA and free cash flow in 2021. EBITDA was up 54% year-over-year on an FX neutral basis, while free cash flow was

1 In this Proxy Statement, EBITDA refers to adjusted EBITDA, which represents GAAP net income (loss) adjusted for: (i) interest expense, net; (ii) gain on event insurance cancellation claims, as applicable; (iii) tax provision/benefit; (iv) loss on extinguishment of debt, as applicable; (v) other expense/income, net; (vi) stock-based compensation expense; (vii) depreciation, amortization, and accretion; (viii) loss on impairment of lease related assets, net, as applicable; and (ix) acquisition and integration charges and certain other non-recurring items.

2 Free cash flow represents cash provided by operating activities determined in accordance with GAAP less payments for capital expenditures.



			2022 Proxy Statement			17


Compensation Discussion & Analysis

up 53% year-over-year. We accomplished these strong results while also increasing our investment in our most important asset, our people.

Overall, Gartner performed extremely well in 2021. We believe we are well-positioned to deliver strong growth in 2022 and beyond.

Contract Value–A Unique Key Performance Metric for Gartner


Total 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.

Unique to Gartner, CV is our single most important performance metric. It focuses our executives on driving short-term actions that result in long-term success for our business and stockholders. We believe that CV growth is our best, most informed and leading indicator of long-term Research revenue growth.

Our Research business comprised 87% of our overall revenue in 2021 (88% in 2020) and is also our highest contribution margin business (74% for 2021 and 72% for 2020). Further, many of our Research contracts are multi-year agreements, and our Research enterprise client retention and retained contract value (or wallet retention) are consistently high. As a result, CV is predictive of revenue highly likely to recur over a 3 – 5 year period, and a high CV growth rate translates to high, long-term revenue and profit growth. In addition, many of our clients pay us upfront when they purchase our research subscription services, which drives strong cash flow. For all these reasons, the Board believes that CV growth, which translates to Research revenue growth, is the most important driver of the Company’s profit growth.

Accordingly, growing CV drives both short-term and long-term corporate performance and stockholder value. As such, all Gartner executives and associates are focused on growing CV, ensuring alignment with our stockholder on the long-term success of the Company.

Key Attributes of our Executive Compensation Program – Pay for Performance


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 (83% in the case of other NEOs) is in the form of incentive compensation (bonus and equity awards).
✓			84% 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.



			2022 Proxy Statement			18


Compensation Discussion & Analysis

Our Compensation Best Practices


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.
✓			High percentage of performance-based pay.
✓			Cap Incentive Awards. Incentive compensation awards are capped at two times target.
✓			Longer Vesting. Equity awards vest at 25% per year over four years to encourage retention.
✓			Stock Ownership Guidelines. Robust ownership guidelines for directors and executive officers.
✓			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, with limited exceptions.
✓			No hedging or pledging transactions in company securities.
✓			No excise tax gross up payments.
✓			No equity awards issued during closed trading windows.

Effect of Stockholder Advisory Vote on Executive Compensation, or Say on Pay


2021 Say on Pay Approval = 94% of votes cast

The Board has resolved to present Say on Pay proposals to stockholders on an annual basis, respecting the sentiment of our stockholders as expressed in 2017. The Company and the Compensation Committee will consider the results of this year’s advisory Say on Pay proposal in future executive compensation planning activities. Over the past several years, stockholders have been consistent in their strong support of our executive compensation program. We also engage our stockholders from time to time to solicit their feedback on executive compensation and corporate governance matters. As such, no changes were made to the core structure of our compensation program as a result of the 2021 Say on Pay vote.

COMPENSATION SETTING PROCESS FOR 2021

This section explains the objectives of the Company’s compensation policies; what the compensation program is designed to reward; each element of compensation and why the Company chooses to pay each element; how the Company determines the amount (and, where applicable, the formula) for each element of pay; and how each compensation element and the Company’s decisions regarding that element fits into the Company’s overall compensation objectives and affect decisions regarding other elements.



			2022 Proxy Statement			19


Compensation Discussion & Analysis

The Objectives of the Company’s Compensation Policies


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.

What the Compensation Program Is Designed to Reward

Our guiding philosophy is to provide a significant portion of executive compensation linked to corporate performance, thereby ensuring alignment and focus on Gartner’s performance. In addition, we believe that the design of the total compensation package must be competitive with the marketplace from which we hire our executive talent in order to achieve our objectives and attract and retain individuals who are critical to our long-term success. Our talent segment continues to be very competitive. We compete mainly with technology companies, which achieved record-breaking performance in 2021 and pose a significant threat to our ability to retain talent.

Our compensation program for executive officers is designed to compensate individuals for achieving and exceeding corporate performance objectives. We believe this type of compensation encourages outstanding team performance (not simply individual performance), which builds stockholder value.

Both short-term and long-term incentive compensation is earned by executives only upon the achievement of certain measurable performance objectives that are deemed by the Compensation Committee and management to be critical to the Company’s short-term and long-term success. The amount of compensation ultimately earned will increase or decrease depending upon Company performance and the underlying price of our Common Stock (in the case of long-term equity-based incentive compensation).

Principal Compensation Elements and Objectives

To achieve the objectives noted above, our executive compensation program consists of three principal elements:


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.

How the Company Determines Executive Compensation

In General

The Company set its performance goals for 2021 executive compensation in the midst of the continued impact and uncertainty of the pandemic. 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.



			2022 Proxy Statement			20


Compensation Discussion & Analysis

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 are established on top of the high bar that was already set. If we 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, including, for example, an unexpected shift in the economy resulting from a pandemic.

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.

Determining Awards

Salary, short-term and long-term incentive compensation levels for executive officers (other than the CEO) are recommended by the CEO and are subject to approval by the Compensation Committee. In formulating his recommendation to the Compensation Committee, the CEO undertakes a performance review of these executives and considers input from human resources personnel at the Company, as well as benchmarking data from the compensation consultant and external market data (discussed below).

Salary, short-term and long-term incentive compensation levels for the CEO are established by the Compensation Committee within the parameters of Mr. Hall’s employment agreement with the Company. In making its determination with respect to Mr. Hall’s compensation, the Compensation Committee evaluates his performance: in conjunction with the Governance Committee and after soliciting additional input from the Chairman of the Board and other directors; considers input from the Committee’s compensation consultant; and reviews benchmarking data pertaining to CEO compensation practices at our peer companies and general trends. See Certain Employment Agreements with Executive Officers – Mr. Hall below for a detailed discussion of Mr. Hall’s agreement.

Benchmarking and Peer Group

Executive compensation planning for 2021 began mid-year in 2020. 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 2021.

The Compensation Committee reviews the Peer Group annually to ensure comparability based on Gartner’s operating characteristics, labor market relevance and revenue scope. In 2020, the Compensation Committee did not make any changes to the 2021 Peer Group. The Peer Group comprised 19 publicly-traded companies that are similar to Gartner in terms of revenues, business model, and with whom Gartner competes for executive talent. Gartner’s revenue ranked at the 43rd percentile relative to the Peer Group.



			2022 Proxy Statement			21


Compensation Discussion & Analysis

The Peer Group companies included:

Adobe Inc.

Autodesk, Inc.

Aon plc

Cadence Design

System

Citrix Systems,

Inc.

The Interpublic

Group of

Companies,

Inc.

Equifax Inc.

IHS Markit Ltd*

Intuit Inc.

Moody’s

Corporation

Nielsen

Holdings plc

Nuance

Communications,

Inc.*

salesforce.com,

inc.

ServiceNow, Inc.

SS&C Technologies Holdings, Inc.

Synopsys, Inc.

Thomson

Reuters Corporation

Verisk

Analytics,

Inc.

VMWare, Inc.

*IHS Markit Ltd and Nuance Communications, Inc. were acquired in 2022.

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 in planning our 2021 executive compensation. The compensation study utilized market data from Aon’s Radford Global Technology Survey, Aon’s Total Compensation Measurement database, and Radford’s Broad High Technology Survey.

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 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 pay and Company performance as measured by Total Shareholder Return and Shareholder Value. The analysis considers both 1-year and 3-year pay and performance for Gartner relative to the Peer Group. The findings indicated that pay realized by Gartner’s NEOs are aligned with Company performance.



			2022 Proxy Statement			22


Compensation Discussion & Analysis

Executive Compensation Elements Generally

Pay Mix

The following charts illustrate the relative mix of target compensation elements for the NEOs in 2021. Long-term incentive compensation consists of stock-settled stock appreciation rights (“SARs”) and performance-based restricted stock units (“PSUs”), and represents a majority of the compensation we pay to our NEOs (84% to the CEO and 69% to all other NEOs). We weight compensation more heavily towards long-term incentives because we believe that it contributes to a greater degree to the delivery of top performance and the retention of employees than does cash and short-term compensation (bonus).

Base Salary

We set base salaries of executive officers when they join the Company or are promoted to an executive role, by evaluating the responsibilities of the position, the experience of the individual and the marketplace in which we compete for executive talent. In addition, where possible, we consider salary information for comparable positions for members of our Peer Group or other available market data. In determining whether to award salary merit increases, we consider published projected U.S. salary increase data for the technology industry and general market, as well as available world-wide salary increase data. Mr. Hall’s base salary is established each year by the Compensation Committee after completion of Mr. Hall’s performance evaluation for the preceding year. The following table sets forth the 2020 and 2021 base salary of each NEO and the corresponding year-over-year percentage increase:


NEO	2020 Base Salary ($)	2021 Base Salary ($)(1)	Percentage Increase
Eugene A. Hall	908,197	935,443	3.0%
Craig W. Safian	600,000	630,000	5.0%
Alwyn Dawkins	495,000	520,000	5.1%
Jules P. Kaufman	510,000	520,000	2.0%
Robin Kranich	495,000	520,000	5.1%

(1)Effective as of April 1, 2021.

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.



			2022 Proxy Statement			23


Compensation Discussion & Analysis

Bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2021 company-wide financial performance objectives (with no individual performance component). The financial objectives and weightings used for 2021 executive officer bonuses were:

•Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which measures overall profitability from business operations (weighted 50%), on a foreign exchange neutral basis, and

•Revenue, which is a good indicator of short-term performance (weighted 50%), on a foreign exchange neutral basis.

For 2021, each executive officer was assigned a bonus target that was expressed as a percentage of salary, which varied from 60% to 120% of salary depending upon the executive’s level of responsibility and in a majority of the cases was 5% greater than the previous year. Our NEOs’ 2021 annual bonus targets as a percentage of base salary were 120% for Mr. Hall; and 85% for each of Messrs. Safian, Dawkins and Kaufman and Ms. Kranich. The maximum payout for 2021 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. The following table sets forth the threshold, target and maximum payout amounts for each NEO:


NEO	Threshold ($)	Target ($)	Maximum ($)
Eugene A. Hall	0	1,122,532	2,245,063
Craig W. Safian	0	535,500	1,071,000
Alwyn Dawkins	0	442,000	884,000
Jules Kaufman	0	442,000	884,000
Robin Kranich	0	442,000	884,000

The chart below describes the performance metrics applicable to our 2021 short–term incentive compensation plan. In February 2022, the Compensation Committee certified that the results for each performance metric under the bonus plan as follows:

2021 Performance
Objective/ Weight

< Minimum
(0%)

Target
(100%)

=/> Maximum (200%)

Actual Results

2021 EBITDA/50%

$500 million

$760 million

$900 million

$1,304 million

2021 Revenue/50%

$3,781 million

$4,387 million

$4,537 million

$4,774 million

For both the EBITDA and Revenue components, the results above translated to a payout percentage of 200%. Based on these results, the Compensation Committee determined that earned bonuses for each NEO were 200% of target bonus amounts. These bonuses were paid in February 2022. See Summary Compensation Table – Non-Equity Incentive Plan Compensation for the cash bonuses earned by our NEOs in 2021 based on performance and their respective bonus targets.

Long-Term Incentive Compensation (Equity Awards)

Promoting stock ownership is a key element of our compensation program philosophy. Stock-based incentive compensation ensures focus on value creation, promotes retention and aligns management with stockholder 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 2014 Long-Term Incentive Plan (the “2014 Plan”) and have determined that SARs and PSUs create the right balance of motivation, retention and alignment with stockholders and share utilization.

SARs permit executives to benefit from an increase in stock price over time. SAR value can be realized only after the SAR vests. Our SARs are stock-settled and vested SARs generally may be exercised up to seven years from grant date. 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



			2022 Proxy Statement			24


Compensation Discussion & Analysis

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 resulting in no award of units) if the Company under-performs. Following the Compensation Committee’s assessment of the Company’s performance, 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 2021, the Compensation Committee increased LTI awards for NEOs from last year based on consideration of these factors. The CEO’s LTI award increased by 4%, Messrs. Safian and Dawkins and Ms. Kranich’s LTI awards increased by 5%, and Mr. Kaufman’s LTI award increased by 6%.

Consistent with weightings in prior years, when the compensation program was established in early 2021, 30% of each executive’s long-term incentive compensation award value was granted in SARs and 70% was granted in PSUs. PSUs deliver value utilizing fewer shares since the executive can earn the full share rather than just the appreciation in value over the grant price (as is the case with SARs). Additionally, the cost efficiency of PSUs enhances the Company’s ability to conservatively utilize the 2014 Plan share pool and ensure alignment between pay and Company performance, which is why we conveyed a larger portion of the 2021 overall long-term incentive compensation value in PSUs rather than in SARs. 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 are earned, vest and, with respect to PSUs, released 25% per year commencing one year from grant date and on each anniversary thereof, subject to continued service on the applicable vesting date. 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 2021 PSUs was 200% of target if the maximum level of CV was achieved; the PSUs are subject to forfeiture if minimum levels of performance are not achieved.

The chart below describes the performance metrics applicable to the PSU portion of our 2021 long–term incentive compensation element measured on a foreign exchange neutral basis, and performance achieved.

2021 Performance
Objective/Weight

Target
(100%)

Target
Growth
YOY

< Minimum
(0%)

=/> Maximum (200%)

Actual
(measured at
12/31/21)

Actual
Growth
YOY

Contract Value/100%

$3,862 million

5.4%

$3,298 million

$4,030 million

$4,247million

16.0%

Actual CV certified by the Compensation Committee in early 2022 was $4,247 million, exceeding the maximum amount. Based on this, the Compensation Committee determined that 200% of the target number of PSUs was earned based on the established performance goals, with 25% of the earned awards vested on the first 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.

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 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



			2022 Proxy Statement			25


Compensation Discussion & Analysis

inducement to participate in this plan, the Company presently matches contributions by executive officers, 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 with great retention value, 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. For more information concerning perquisites, see Other Compensation Table and accompanying footnotes below.

OTHER COMPENSATION POLICIES AND INFORMATION

Executive Stock Ownership and Holding Period Guidelines

In order to align management and stockholder interests, the Company has adopted stock ownership guidelines for our executive officers as follows: the CEO is required to hold shares of Common Stock with a value at least equal to six (6) times his base salary, and all other executive officers are required to hold shares of Common Stock with a value at least equal to three (3) times their base salary. For purposes of computing the required holdings, shares directly held, as well as vested and unvested restricted stock units and earned PSUs are counted, but not options or SARs.

Additionally, the Company imposes a holding period requirement on our executive officers. If an executive officer of the Company is not in compliance with the stock ownership guidelines, the executive is required to maintain ownership of at least 50% of the net after-tax shares of Common Stock acquired from the Company pursuant to all equity-based awards received from the Company, until such individual’s stock ownership requirement is met. At December 31, 2021, all the NEOs were in compliance with these guidelines.

Clawback Policy

The Company has adopted a clawback policy which provides that the Board (or a committee thereof) may seek recoupment on behalf of the Company from a current or former executive officer of the Company who engages in fraud, omission or intentional misconduct that results in a required restatement of any financial reporting under the securities or other laws, and that the cash-based or equity-based incentive compensation paid to the officer exceeds the amount that should have been paid based upon the corrected accounting restatement, resulting in an excess payment. Recoupment includes the reimbursement of any cash-based incentive compensation (bonuses) paid to the executive, cancellation of vested and unvested performance-based restricted stock units, stock options and stock appreciation rights, and reimbursement of any gains realized on the sale of released stock unit awards and the exercise of stock options or stock appreciation rights and subsequent sale of underlying shares.

Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits all directors, executive officers and other employees from engaging in any short selling, hedging and/or pledging transactions with respect to Company securities.

Accounting and Tax Impact

Section 162(m) of the Internal Revenue Code generally prohibits the Company from claiming a deduction on its federal income tax return for compensation in excess of $1,000,000 paid in a given fiscal year to certain current and former executive officers. While the Compensation Committee carefully considers the cost to the Company of maintaining the deductibility of all compensation, it also desires the flexibility to reward executive officers in a manner that enhances the Company’s ability to attract and retain individuals, as well as to create longer term value for stockholders. Thus, income tax deductibility is only one of several factors the Compensation Committee considers in making decisions regarding the Company’s executive compensation program.



			2022 Proxy Statement			26

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Gartner, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s proxy statement for the 2022 Annual Meeting of Stockholders.

Compensation Committee of the Board of Directors

Anne Sutherland Fuchs

Raul E. Cesan

Eileen M. Serra



			2022 Proxy Statement			27

COMPENSATION TABLES AND NARRATIVE DISCLOSURES

All compensation data contained in this Proxy Statement is stated in U.S. Dollars.

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.


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	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
	2019	908,197	7,007,347	3,003,182	913,555	127,964	11,960,245
Craig W. Safian, EVP, Chief Financial Officer	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
	2019	593,750	1,991,128	853,343	488,580	55,287	3,982,088
Alwyn Dawkins, EVP, Global Business Sales	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
	2019	491,250	1,201,570	514,983	403,078	48,961	2,659,842
Jules P. Kaufman, EVP, General Counsel & Secretary	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
Robin Kranich, EVP, Chief Human Resources Officer	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
	2019	490,973	1,201,570	514,983	403,078	37,630	2,648,234

(1)All NEOs elected to defer a portion of their 2021 salary and/or 2021 bonus under the Company’s Non-Qualified Deferred Compensation Plan. Amounts reported include the 2021 deferred portion, and does not include amounts, if any, released in 2021 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), and stock-settled stock appreciation rights, or SARs (Option Awards), granted to the NEOs. The value reported for the 2021 PSU awards in the Stock Awards column is based upon the probable outcome of the performance objective as of the grant date, which 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 2021 PSUs, assuming attainment of the highest level of the performance conditions, which is capped at 200% of target, is as follows: $15,129,322 (Mr. Hall); $4,390,274 (Mr. Safian); $2,649,628 (Messrs. Dawkins and Kaufman 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, 2021 for additional information about the assumptions made in determining these values.

(3)For 2021, represents performance-based cash bonuses earned on December 31st and paid in February 2022. See footnote (1) to Grants of Plan-Based Awards Table below for additional information.

(4)