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

 

 

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GARTNER, INC.

(Name of Registrant as Specified in Its Charter)

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April 19, 2021

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2021 Annual Meeting of Stockholders to be held on Thursday, June 3, 2021, at 10 a.m. Eastern Time, via live audio webcast over the internet at www.virtualshareholdermeeting.com/IT2021. 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/IT2021 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 2020 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 2021 Proxy Statement and our 2020 Annual Report to Stockholders, and how to vote online on the four 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

 

 

			2021 Proxy Statement  |

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

Date:		Thursday, June 3, 2021
Time:		10:00 a.m. Eastern Time
Location:		Attend the annual meeting online, including submitting questions and voting, at www.virtualshareholdermeeting.com/IT2021
Matters To Be Voted On:		(1)  Election of ten members of our Board of Directors;
		(2)  Approval, on an advisory basis, of the compensation of our named executive officers;
		(3)  Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and
		(4)  Approval of the Amended and Restated 2011 Employee Stock Purchase Plan.
Record Date:		April 8, 2021 – 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 59 of the Proxy Statement for a description of how to vote.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2021. Online check-in will be available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on April 8, 2021, 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/IT2021, 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 2021 Annual Shareholders’ Meeting?” on page 57 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.

 

			2021 Proxy Statement  |

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 3, 2021: We are making this Notice of Annual Meeting, this Proxy Statement and our 2020 Annual Report available on the Internet at www.proxyvote.com and mailing copies of these Proxy Materials to certain stockholders on or about April 19, 2021. Stockholders of record at the close of business on April 8, 2021 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 19, 2021

 

			2021 Proxy Statement  |

TABLE OF CONTENTS

 

 

 

			2021 Proxy Statement  |

56 Top Gallant Road

Stamford, Connecticut 06902

www.virtualshareholdermeeting.com/IT2021

 

 

PROXY STATEMENT

 

 

For the Annual Meeting of Stockholders to be held on June 3, 2021

GENERAL INFORMATION

The Annual Meeting and Proposals

The 2021 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, June 3, 2021, 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 2020 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 19, 2021. We will refer to your company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The four proposals to be considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:

 

•

Election of ten (10) nominees to our Board of Directors;

•

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

•

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and

•

Approval of the Amended and Restated 2011 Employee Stock Purchase Plan.

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 2021 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 2021 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/IT2021 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 2021 Annual Shareholders’ Meeting?” on page 57 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 the Private Securities Litigation Reform Act of 1995. 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 2020 Annual Report on Form 10-K. 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.

 

			2021 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 ten 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 re-election at the 2021 Annual Meeting. See Proposal One – Election of Directors on page 15. 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, 63, 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, 63, 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.

 

			2021 Proxy Statement  |				2

The Board of Directors

 

Raul E. Cesan, 73, 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, 62, 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 Boston Properties, Inc., and a former director of Crane Co. and AOL, 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.
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.
William O. Grabe, 82, 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 QTS Realty Trust, Inc. and 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) and Covisint Corporation. 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.

 

			2021 Proxy Statement  |				3

The Board of Directors

 

Eugene A. Hall, 64, 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, 66, 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 Burger King Holdings, Inc., HCA, Inc. (Hospital Corporation of America), Quintiles Transnational Corporation, Warner Chilcott PLC and the Weather Company. He currently serves on the Board of Directors of Axis Bank, Ltd., Kioxia Holdings Corporation 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, 66, 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. She is currently a director of Capital One Financial Corporation and Seven Oaks Acquisition Corp.   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, 80, 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.

 

			2021 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

Fuchs

Grabe

Hall

Pagliuca

Serra

Smith

Total

Skills & Experience

Industry Experience

✓

✓

✓

✓

✓

5

Technology

✓

✓

✓

✓

✓

5

Public Company Boards

✓

✓

✓

✓

✓

✓

✓

✓

✓

9

International

✓

✓

✓

✓

✓

✓

✓

✓

✓

9

Leadership

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

10

Corporate Governance

✓

✓

✓

✓

4

Accounting

✓

✓

✓

✓

✓

5

Capital Markets

✓

✓

✓

3

Executive Compensation

✓

✓

✓

✓

✓

✓

✓

✓

8

Strategic Planning/ Business Development/ M&A

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

10

Operations

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

10

Sales & Marketing

✓

✓

✓

✓

✓

5

Diversity

Gender Diversity

✓

✓

✓

3

Racial/Ethnic Diversity

✓

1

 

 

 

 

40% of our Board members are ethnically or gender diverse.

 

			2021 Proxy Statement  |				5

The Board of 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 Chairman. The Board, in its discretion, can determine whether or not to accept the resignation.

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 2020 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.

 

			2021 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 2020. Mr. Hall receives no additional compensation for service as director.

 

Name		Fees Earned Or Paid ($)(1)				Stock Awards ($)(2)				Total ($)
Peter E. Bisson			67,570				240,131				307,701
Richard J. Bressler			89,879				240,131				330,010
Raul E. Cesan			70,084				240,131				310,215
Karen E. Dykstra			74,947				240,131				315,078
Anne Sutherland Fuchs			92,449				240,131				332,580
William O. Grabe			77,533				240,131				317,664
Stephen G. Pagliuca			60,001				240,131				300,132
Eileen M. Serra			70,084				240,131				310,215
James C. Smith			174,980				240,131				415,111

 

(1)

Includes amounts earned in 2020 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.

 

(2)

Represents the grant date value of an annual equity award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, consisting of 1,744 RSUs that vest on June 8, 2021, one year from the date of the 2020 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 8, 2020 ($137.69) (rounded up 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, 2020, all our directors were in compliance with these guidelines.

 

			2021 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 each Board and Committee meeting

➣     9 out of 10 directors are independent

➣     3 out of 10 directors are women

➣     1 out of 10 directors identifies as a racial/ethnic minority

➣     Fully independent Board committees

➣     Annual director affirmation of compliance with Code of Conduct

➣     Annual director evaluation of CEO

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.

 

			2021 Proxy Statement  |				8

Corporate Governance

 

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

 

•

all non-management directors who served during the 2020 fiscal year (Peter Bisson, Richard Bressler, Raul Cesan, Karen Dykstra, Anne Sutherland Fuchs, William Grabe, Stephen Pagliuca, Eileen Serra and James Smith) are independent under the NYSE listing standards;

 

•

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 Company’s strategic objectives and activities are presented by executive management to the Board and approved annually and more frequently as necessary. The Board receives quarterly updates on cybersecurity matters from the Company’s Chief Information Officer. In addition, the Board of Directors annually reviews 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

 

			2021 Proxy Statement  |				9

Corporate Governance

 

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. This Board oversight also included additional Board meetings and COVID updates at regular meetings.

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 2020, 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.

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 its Committees 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

Further, the Board and its Committees review and discuss with management matters related to human capital management, including our commitments and progress on inclusion and diversity and employee engagement. During 2020, 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.

Board and Committee Meetings and Annual Meeting Attendance

Our Board held eight meetings in 2020. During 2020, 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 2020, Mr. Hall and other executive officers of the Company attended the 2020 Annual Meeting of Stockholders.

 

			2021 Proxy Statement  |				10

Corporate Governance

 

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 2020:

 

Name		Audit		Compensation		Governance/Nominating
Peter E. Bisson						X
Richard J. Bressler		X (Chair)
Raul E. Cesan				X
Karen E. Dykstra		X
Anne Sutherland Fuchs				X (Chair)		X
William O. Grabe						X (Chair)
Stephen G. Pagliuca
Eileen M. Serra				X
James C. Smith		X
Meetings Held in 2020:		5		6		4

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, 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 48 below.

 

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Corporate Governance

 

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 Gartner’s Code of Conduct or any other policies. All submissions on the hotline are reported to the General Counsel (or designee, who determines the mode of investigation), the internal auditor and the Audit Committee at each regular meeting. The Audit Committee has the power and funding to retain independent counsel and other advisors as it deems necessary to carry out its duties.

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 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; and
✓		approving the form and amount of director compensation in consultation with the Governance/Nominating Committee.

The Compensation Committee reviewed and approved the Compensation Discussion and Analysis contained in this Proxy Statement, recommended its inclusion herein (and in our 2020 Annual Report on Form 10-K) and issued the related report to stockholders as required by the SEC (see Compensation Committee Report on page 32 below).

Exequity LLP (“Exequity”) was retained by the Compensation Committee to provide information, analyses and advice to the Committee during various stages of 2020 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.

 

			2021 Proxy Statement  |				12

Corporate Governance

 

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 18 for a more detailed discussion of the Compensation Committee’s activities with respect to executive compensation.

Compensation Committee Interlocks and Insider Participation. During 2020, 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 2020, 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.

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; and
✓  the annual Board and Committee performance evaluations.

While the Governance 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. At the present time, three of our ten directors are women, and one of our ten directors identifies as a racial/ethnic minority. 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. 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.

 

			2021 Proxy Statement  |				13

Corporate Governance

 

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 2022 Annual Meeting on page 61.

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.

 

			2021 Proxy Statement  |				14

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 re-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 2022 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
Anne Sutherland Fuchs		James C. Smith

RECOMMENDATION OF OUR BOARD

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

ten nominees to our Board of Directors.

 

 

 

 

			2021 Proxy Statement  |				15

EXECUTIVE OFFICERS

General Information about our Current Executive Officers:

 

Eugene A. Hall 64		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 50		Executive Vice President & Chief Marketing Officer since April 2019. Mr. Allard joined Gartner as Group Vice President, Consulting in 2017 following the acquisition of L2, Inc., where he was CEO. Previously, he was a Managing Director at Huge Inc., a full service digital agency, and held senior leadership positions at research and consulting companies including Edgewater Technology Inc., Jupiter Media Metrix Inc. and Gartner, where he started his career.
Joe Beck 60		Executive Vice President, Global Technology Sales since November 2017. In his more than 20 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 55		Executive Vice President, Global Business Sales since 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.
Mike Diliberto 55		Executive Vice President & Chief Information Officer has been our Chief Information Officer since 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 59		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.
Michael Harris 51		Executive Vice President, Research & Advisory since August 2018. Mr. Harris has more than 20 years of experience at Gartner and has held a number of management positions in Research & Advisory. Most recently, he led the Company’s global team of IT industry experts and researchers as Senior Vice President, IT Leaders & Tech Professionals Research. Prior to joining Gartner, Mr. Harris held various roles in Centel, Sprint and AT&T.

 

			2021 Proxy Statement  |				16

Executive Officers

 

Scott Hensel 48		Executive Vice President, Global Services & Delivery since November 2020. Previously, he served as Executive Vice President, Consulting. Prior to joining Gartner in 2017, he served as President, Terex Services, Parts and Customer Solutions, at Terex Corporation, a global manufacturer of lifting and material processing products and services. Previously, he spent 14 years at McKinsey & Company where he was a partner assisting clients in the IT and Advanced Industries sectors.
Claire Herkes 46		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 43		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 Kaufman 63		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 50		Executive Vice President & Chief Human Resources Officer has been leading Human Resources since 2008. During her more than 26 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 52		Executive Vice President & Chief Financial Officer has been our Chief Financial Officer since June 2014. In his more than 18 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.

 

			2021 Proxy Statement  |				17

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 2020:

 

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

The CD&A is organized into three sections:

 

•

The Executive Summary (beginning on page 18), which highlights the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic, our focus on human capital and sustainability, 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 2020 (beginning on page 21)

 

•

Other Compensation Policies and Information (beginning on page 31)

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 2020.

EXECUTIVE SUMMARY

2020 – Strong Performance in a Challenging Year

2020 was one of the most challenging years in the last few decades, but Gartner rose to the challenge. The COVID-19 pandemic, global economic downturn, social unrest, and geopolitical changes all posed significant risks and demands to people and companies around the world. Considering these extraordinary demands, we delivered strong performance across CV, revenue, EBITDA*, and free cash flow* in 2020.

When the pandemic first began, we stabilized our financial position by enhancing our cost management discipline. We successfully transitioned our global workforce to operate effectively in a remote environment. We were agile in serving our clients and pivoted our content to address critical contemporary issues such as the pandemic, remote work environments, cost optimization and business continuity.

In the context of a global economy which shrank in 2020, our largest and most profitable business segment, Research, was up 7% year-over-year in revenues on an FX neutral basis in 2020. Further, Contract Value, which we believe is our most important business metric, grew 4.5% in 2020. We believe that our Research business is well-positioned to return to sustained double-digit growth over the medium term.

 

*

In this Proxy Statement, EBITDA refers to adjusted EBITDA, which represents GAAP net income (loss) adjusted for: (i) interest expense, net; (ii) tax provision (benefit); (iii) loss on extinguishment of debt, as applicable; (iv) other expense/income, net; (v) stock-based compensation expense; (vi) depreciation, amortization, and accretion; (vii) the amortization of non-cash fair value adjustments on pre-acquisition deferred revenues, as applicable; (viii) acquisition and integration charges and certain other non-recurring items; and (ix) gain/loss on divestitures and other similar items, as applicable. Free cash flow represents cash provided by operating activities determined in accordance with GAAP less payments for capital expenditures.

 

			2021 Proxy Statement  |				18

Compensation Discussion & Analysis

 

Our Conferences business had great momentum coming out of 2019, but, because it relied on in-person events, was hard hit in 2020 by the global pandemic. To replace our traditional in-person conferences, we pivoted to virtual conferences. With several months’ experience under our belt, we believe we have developed a set of best practices that we will continue to refine. Beyond virtual conferences, operationally, we are preparing to return to in-person conferences in the second half of 2021.

Our Consulting business was also impacted by the pandemic, with revenues down 4% for 2020 on an FX neutral basis. Over the past several years, we have made great progress in our Consulting business and we believe it will continue to serve as an important complement to our IT Research business.

Due to a combination of improving top-line growth in the second half of 2020 and a strong focus on cost control measures, we generated significant EBITDA and free cash flow in 2020. We accomplished these strong results while also maintaining our investment in our most important asset, our people. We fully funded our non-executive bonus plan and we invested in enhanced sales performance incentives to keep our sales teams motivated and engaged during an otherwise challenging year. While we had made the difficult decision to pause certain critical employee benefits at the outset of the pandemic, including our 401(k) company match, we reinstated these benefits at the end of the year, including a retro-active reinstatement of the 401(k) match.

Our strategy has always been to create an environment where our associates are empowered to thrive and reach their full potential. We win as a team. Like any team, we cannot realize our full potential unless our associates reflect a wide range of skills, experience and backgrounds. We embrace diversity and actively work to create a culture of inclusion, belonging, well-being and growth. In 2020, we continued to strengthen our stance against racism and discrimination. We appointed a new leader of diversity, equity and inclusion. We also established a Center of Excellence dedicated to improving in this area, and we strengthened our employee resource groups, which helped remove barriers for diverse populations and supported associate engagement.

Sustainability is an important factor in how we manage our business. For example, we have signed contracts for our Stamford headquarters and our UK hub to be powered by 100% renewable energy. We will be eliminating single-use plastics across our offices. We are also benchmarking our environmental footprint and development programs to minimize it over time.

Overall, despite the negative effect of COVID-19 on the economy, we are proud that we were able to continue with our product innovation programs, grow our subscription-based research business, and maintain our investment in our associates. All of this has helped to position us for a strong 2021 performance year, and we expect to return to double-digit Contract Value growth over time.

Contract Value–A Unique Key Performance Metric for Gartner

 

Total Contract Value (“CV”) represents the 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.

 

			2021 Proxy Statement  |				19

Compensation Discussion & Analysis

 

Our Research business comprised 88% of our overall revenue in 2020 (79% in 2019) and is also our highest contribution margin business (72% for 2020 and 70% for 2019). 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 at all times on growing CV. This, coupled with the fact that our investors are also focused on this metric, ensures that we are aligned 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).
✓		85% of our CEO’s target total compensation (68% 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 shareholders over the long-term.

 

			2021 Proxy Statement  |				20

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:
✓		Retain an independent compensation consultant that reports directly to the Compensation Committee.
✓		Annually assess the Company’s compensation policies to ensure that the features of our program do not encourage undue risk.
✓		All executive officers are “at will” employees and only our CEO has an employment agreement.
✓		“Double-trigger” change in control vesting of all equity awards with limited exceptions.
✓		A clawback policy applicable to all executive incentive compensation (cash bonus and equity awards).
✓		Robust stock ownership guidelines for our directors and executive officers.
✓		Holding period requirements that require 50% of net after tax shares from all released equity awards to be held by a director or executive officer until stock ownership guidelines are satisfied.
✓		Prohibit hedging and pledging transactions in company securities.
✓		No excise tax gross up payments.
✓		Provide longer vesting of equity awards of 25% per year over 4 years to encourage retention.
✓		Cap payouts on incentive compensation awards to two times target.
✓		Do not issue equity awards to our directors or executive officers during closed trading windows.

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

 

2020 Say on Pay Approval = 95% 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 consistently strongly supported 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 2020 Say on Pay vote.

COMPENSATION SETTING PROCESS FOR 2020

This discussion 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 fit into the Company’s overall compensation objectives and affect decisions regarding other elements.

 

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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, as a public company, our compensation structure and levels are reasonable from a stockholder perspective.

What the Compensation Program Is Designed to Reward

Our guiding philosophy is that the more executive compensation is linked to corporate performance, the stronger the inducement is for management to strive to improve 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 2020 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, we have designed executive compensation to consist 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 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.

 

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Compensation Discussion & Analysis

 

How the Company Determines Executive Compensation

In General

In planning 2020 executive compensation, the Company set aggressive performance goals based on the macroeconomic conditions in early 2020. We established our plan targets before the onset of the pandemic. At that time, we believed that the overall economy would grow in 2020 and that Gartner would grow at a rate that would exceed market norms. Our plan targets assumed that the Company would need to exceed double digit growth in key performance metrics in order to earn target compensation, as discussed below. 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.

 

In order to achieve target compensation, executives must achieve performance objectives that were set at growth rates that significantly exceeded market norms. In other words, if we were to achieve market norm financial performance, our delivered compensation would be well below target compensation and well below payouts achieved at peer companies. If we achieved our plan targets, which were higher than market, executives would earn average pay.   For example, in establishing Gartner’s 2020 target CV growth rate, we compared our CV growth rate target against the revenue growth rate of the broader market (i.e., S&P 500) as well as our peer group. On a trailing 3 and 5 year basis, our target growth rate was 5 percentage points higher than the growth rate of the broader market. In fact, our target growth rate was higher than the 75th percentile of the broader market.

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 corporate 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 incentives 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 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).

 

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Compensation Discussion & Analysis

 

Salary, short-term and long-term incentive compensation levels for the CEO’s compensation 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 2020 began mid-year in 2019. 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 2020.

The Compensation Committee reviews the Peer Group annually to ensure comparability based on Gartner’s operating characteristics, labor market relevance and revenue scope. In 2019, the Compensation Committee added five new companies to the 2020 Peer Group in recognition of Gartner’s enhanced capabilities and revenues, while two of the companies were eliminated because they had been acquired. The Peer Group comprised 19 publicly-traded companies that resemble Gartner in size (in terms of revenues and number of employees), have a similar business model and with whom Gartner competes for executive talent. Gartner’s revenue ranked at the 50^th percentile relative to the Peer Group.

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.

Synopsis, Inc.

Thompson   Reuters Corp.

Verisk     Analytics,   Inc.

VMWare, Inc.

 

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Compensation Discussion & Analysis

 

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 2020 executive compensation. The compensation study utilized market data provided by Aon’s Radford Global Technology Survey for both the Peer Group and survey data.

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 25^th, 50^th and 75^th 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 50^th 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.

Executive Compensation Elements Generally

Pay Mix

The following charts illustrate the relative mix of target compensation elements for the NEOs in 2020. 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 (85% to the CEO and 68% to all other NEOs). We weight compensation more heavily to 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).

 

 

 

                            

 

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Compensation Discussion & Analysis

 

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 salary increase is established each year by the Compensation Committee after completion of Mr. Hall’s performance evaluation for the preceding year.

In February 2020, the Compensation Committee approved a 3% increase in base salary for Messrs. Safian and Dawkins and Ms. Kranich, to be effective as of April 2020. However, as part of the cost management actions taken by the Company in response to the COVID-19 pandemic, all 2020 salary increases, including that of the NEOs, were cancelled. As a result, the base salaries of the NEOs remained at their 2019 levels as follows:

 

NEO		2019/2020 Base Salary ($)
Eugene A. Hall		908,197
Craig W. Safian		600,000
Alwyn Dawkins		495,000
Robin Kranich		495,000
Jules Kaufman		510,000

Short-Term Incentive Compensation (Cash Bonuses)

All bonuses to executive officers are awarded pursuant to Gartner’s stockholder-approved Executive Performance Bonus Plan. The plan is designed to motivate executive officers to achieve goals relating to the performance of Gartner, its subsidiaries or business units, or other objectively determinable goals, and to reward them when those objectives are satisfied. We believe that the relationship between proven performance and the amount of short-term incentive compensation paid promotes, among executives, decision-making that increases stockholder value and promotes Gartner’s success.

Bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2020 company-wide financial performance objectives (with no individual performance component). Beginning in 2020, the financial objectives for executive officer bonuses included EBITDA and Revenue, with Revenue replacing CV. We believe that Revenue is a good indicator of short-term performance and supports our focus and performance on CV, with a greater emphasis on annual growth.

The financial objectives and weightings used for 2020 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 2020, each executive officer was assigned a bonus target that was expressed as a percentage of salary, which varied from 70% to 105% of salary depending upon the executive’s level of responsibility. Despite having approved adjustments to target bonuses for 2020 at the start of the year, no changes took effect as result of the cost management actions taken in response to the COVID-19 pandemic. 2020 NEOs’ annual bonus targets as a percentage of base salary were 105% for Mr. Hall; 85% for each of Messrs. Safian, Dawkins and Ms. Kranich;

 

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Compensation Discussion & Analysis

 

and 80% for Mr. Kaufman. The maximum payout for 2020 bonus was 200% of target if the maximum level of EBITDA and Revenue were achieved; the minimum 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					953,607					1,907,214
Craig W. Safian		0					510,000					1,020,000
Alwyn Dawkins		0					420,750					841,500
Robin Kranich		0					420,750					841,500
Jules Kaufman		0					408,000					816,000

The chart below describes the performance metrics applicable to our 2020 short–term incentive compensation plan. The 2020 plan goals, established pre-pandemic, were for EBITDA and revenue to grow by 10% and 9%, respectively, above 2019 actual results on an FX neutral basis. In February 2021, the Compensation Committee certified that the results for each performance metric under the bonus plan as follows:

 

2020 Performance Objective/ Weight		Target         (100%)		< Minimum     (0%)		=/>     Maximum     (200%)		Actual Results
2020 EBITDA/50%		$755 million		$617 million		$803 million		$821 million
2020 Revenue/50%		$4,648 million		$3,838 million		$4,882 million		$4,126 million

For the EBITDA component, the results above translated to a payout percentage of 200%. For the Revenue component, the results above translated to a payout percentage of 50%. When the pandemic first impacted the global economy, we acted quickly and decisively to address our cost structure. Our discipline to manage costs, coupled with our strong performance in Research (our highest profit-margin business), generated strong EBITDA despite below target revenue performance. This resulted in a combined financial performance, equally weighted on EBITDA and Revenue, of 125% of target. The Compensation Committee approved the amounts, with bonuses paid in February 2021. See Summary Compensation Table – Non-Equity Incentive Plan Compensation for the cash bonuses earned by our NEOs in 2020 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 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 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.

 

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Compensation Discussion & Analysis

 

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 fixed number of restricted stock units if and to the extent stipulated one-year performance goals are achieved. They can earn more units if the Company over-performs (up to 200% of their target number of units), and they will earn fewer units (and potentially none) if the Company under-performs. 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 2020, the Compensation Committee increased LTI awards for NEOs from last year based on those factors considered. The CEO’s LTI award increased by 3.8%, Messrs. Safian and Dawkins and Ms. Kranich’s LTI awards increased by 5%, and Mr. Kaufman’s LTI award increased by 11%. The greatest increase in LTI was awarded to Mr. Kaufman in recognition of the fact that his compensation trailed the market and his peers internally at Gartner given his tenure with the Company. It is the Company’s philosophy to move an executive to fully competitive rates over time.

Consistent with weightings in prior years, when the compensation program was established in early 2020, 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 2020 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 (1) year from grant 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 2020 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 2020 long–term incentive compensation element measured on a foreign exchange neutral basis, and performance for the year.

 

2020 Performance Objective/Weight

Target (100%)

Target   Growth   YOY

< Minimum   (0%)

=/>     Maximum     (200%)

Actual (measured at 12/31/20)

Actual   Growth   YOY

Contract Value/100%

$3,810 million

10.4%

$2,555 million

$3,970 million

$3,605 million

4.5%

Actual CV certified by the Compensation Committee in early 2021 was $3,605 million, translating to a payout of 50% of target based on the performance goals and payout grid established at the start of 2020. However, the Compensation Committee adjusted the payout from 50% of target to 95% of target after a consideration of several key factors, including:

 

•

Performance goals for the 2020 PSUs were adopted in early February 2020 before the COVID-19 pandemic caused shutdowns in the U.S. and Europe, with the assumptions of the macroeconomic conditions underlying the performance goals proving to be wholly inaccurate. Original goals did not contemplate the severe negative impact that the pandemic would have on our business.

 

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Compensation Discussion & Analysis

 

•

The strength of our performance relative to the market, as illustrated by the following charts. It has always been our practice to set growth targets that exceeded market norms. When we set our plan goals, we assumed that revenue of the broader market (i.e., S&P 500 companies) would grow by mid-single digit rates and we set our plan target well in excess of the expected norm. Had the Committee known that the broader market would contract by mid-single digit rates in 2020 (a roughly 10%-point swing in overall growth rate assumption), the Committee would have set different plan targets.

 

		S&P data reflects the median growth of underlying constituent companies. Projected 2020 S&P based on analyst estimates as of January 2020						Est. 2020 S&P based on analyst estimates of median S&P 500 companies as of January 7, 2021

 

•

A much more realistic performance/payout scale, reflective of the COVID-19 environment, would have included growth rates that were approximately 5 percentage points lower, yet still above the negative growth expectations for the broader market. The tables below provide the original pre-pandemic matrix, and a revised scale based on the ongoing impact of COVID-19 that was considered by the Compensation Committee. Gartner’s CV performance for 2020 using the payout scale amidst the pandemic translated to a payout of 95% of target.

 

 

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Compensation Discussion & Analysis

 

Other considerations that supported the Compensation Committee decision to award the PSU payout at 95% included:

 

•

The Company’s decisive actions to stabilize its financial position at the outset of the pandemic, with the Company delivering strong EBITDA and free cash flow, with Research, its largest and most profitable segment, up 7% year-over-year in revenues on an FX neutral basis.

 

•

The speed in which the Company transitioned its global workforce to operate effectively in a remote environment, pivoting its research content to address critical contemporary issues, and pivoting its Conferences business from an in-person model to a virtual model.

 

•

The competition for talent, especially among technology companies, is great, resulting in retention concerns.

 

•

Treatment and compensation of all employees at Gartner to ensure equitable treatment across levels.

 

•

Continued motivation of executives to position Gartner for growth.

 

•

A balanced, but rarely used approach to considering adjustments. Prior to 2020, the Compensation Committee had only once adjusted the formulaic payout of an award. In 2009, the Committee adjusted the payout of awards downward due to goals that were set during what turned out to be the trough of the “great recession” and our performance far exceeded plan goals. The Committee has used both negative and positive adjustments, but, in both cases, the rationale was due to rare and extreme business conditions.

25% of the adjusted 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 in 2020.

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 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. 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.

 

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Compensation Discussion & Analysis

 

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, 2020, 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.

 

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Gartner, Inc. has reviewed and discussed the Compensation Discussion and Analysis 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, 2020 and the Company’s proxy statement for the 2021 Annual Meeting of Stockholders.

Compensation Committee of the Board of Directors

Anne Sutherland Fuchs

Raul E. Cesan

Eileen M. Serra

 

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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 (5)			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
			2018				908,197				6,537,043				2,801,583				1,119,534				136,160				11,502,517
Craig W. Safian, EVP & Chief Financial Officer			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
			2018				568,750				1,644,887				704,983				540,040				47,533				3,506,193
Alwyn Dawkins, EVP, Global Business Sales			2020				495,000				1,261,639				540,740				525,938				37,787				2,861,104
			2019				491,250				1,201,570				514,983				403,078				48,961				2,659,842
			2018				476,236				1,133,573				485,861				450,816				49,414				2,595,900
Robin Kranich, EVP & Chief Human Resources Officer			2020				495,000				1,261,639				540,740				525,938				35,923				2,859,240
			2019				490,973				1,201,570				514,983				403,078				37,630				2,648,234
			2018				475,405				1,133,573				485,861				449,775				39,967				2,584,581
Jules Kaufman, EVP, General Counsel & Secretary			2020				510,000				1,249,911				535,711				510,000				36,035				2,841,657

 

(1)

All NEOs elected to defer a portion of their 2020 salary and/or 2020 bonus under the Company’s Non-Qualified Deferred Compensation Plan. Amounts reported include the 2020 deferred portion, and accordingly does not include amounts, if any, released in 2020 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 annual PSU awards 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 potential maximum value of all PSUs, assuming attainment of the highest level of the performance conditions, is 200% of the target value. For 2020, the grant date fair value of these PSUs assuming maximum payout is as follows: $14,547,421 (Mr. Hall); $4,181,184 (Mr. Safian); $2,523,277 (Mr. Dawkins and Ms. Kranich); $2,499,822 (Mr. Kaufman). 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, 2020 for additional information.

 

(3)	Represents performance-based cash bonuses earned at December 31 of the applicable year and paid in the following February. See footnote (1) to Grants of Plan-Based Awards Table below for additional information.

 

			2021 Proxy Statement  |				33