it-20250415

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 15, 2025

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2025 Annual Meeting of Stockholders to be held on Thursday, May 29, 2025, at 10 a.m. Eastern Time, via live audio webcast over the internet at www.virtualshareholdermeeting.com/IT2025. Stockholders or their legal proxy holders can participate, submit questions, and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2025 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 2024 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 2025 Proxy Statement and our 2024 Annual Report to Stockholders, and how to vote online on the three management Proposals put before you this year. The Notice also includes instructions on how to request a paper or email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement and Annual Report, and proxy card or voting instruction card. Stockholders who previously either requested paper copies of the proxy materials or elected to receive the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.

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

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

If you have any questions about the meeting, please contact our Investor Relations Department at investor.relations@gartner.com.

Sincerely,

Eugene A. Hall

Chairman of the Board and Chief Executive Officer



			2025 Proxy Statement

56 Top Gallant Road

Stamford, Connecticut 06902

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date and Time						Location
Thursday, May 29, 2025						Attend the annual meeting online, including submitting questions and voting, at www.virtualshareholdermeeting.com/IT2025
10:00 a.m. Eastern Time


Matters To Be Voted On:	(1)	Election of eleven (11) members of our Board of Directors named in this proxy statement;

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

	(3)	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year.

Record Date:	April 4, 2025 – 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 56 of the Proxy Statement for a description of how to vote.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2025. Online check-in will be available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on April 4, 2025, the Record Date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions during the Annual Meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/IT2025, 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 2025 Annual Stockholders’ Meeting?” on page 54 of the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 29, 2025: We are making this Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report available on the Internet at www.proxyvote.com and mailing copies of these Proxy Materials to certain stockholders on or about April 15, 2025.

By Order of the Board of Directors,

Thomas Kim

Executive Vice President, Chief Legal Officer & Corporate Secretary

Stamford, Connecticut

April 15, 2025



			2025 Proxy Statement

TABLE OF CONTENTS


GENERAL INFORMATION

The Annual Meeting and Proposals			1

THE BOARD OF DIRECTORS

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

CORPORATE GOVERNANCE

Board Principles and Practices			10
Director Independence			10
Board Leadership Structure			11
Risk Oversight			11
Management Succession Planning			12
Stockholder Engagement			13
Corporate Responsibility and Sustainability			13
Board and Committee Meetings and Annual Meeting Attendance			13
Committees Generally and Charters			13
Audit Committee			14
Compensation Committee			15
Governance/Nominating Committee			16
Code of Ethics and Code of Conduct			16
Overboarding Policy			17
I nsider Trading Policy ; Prohibition Against Hedging and Pledging			17

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors			18

EXECUTIVE OFFICERS

General Information about our Current Executive Officers			19

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary			22
Compensation Setting Process for 2024			25
Other Compensation Policies and Information			31
Executive Stock Ownership and Holding Period Guidelines			31
Equity Award Gra n t Practice s			32
Clawback Policy			32


Accounting and Tax Impact			32
COMPENSATION COMMITTEE REPORT			33
COMPENSATION TABLES AND NARRATIVE DISCLOSURES

Summary Compensation Table			34
Other Compensation Table			35
Grants of Plan-Based Awards Table for Fiscal Year 202 4			36
Certain Employment Agreements with Executive Officers			36
Outstanding Equity Awards at Fiscal Year-End December 31, 202 4			40
Option Exercises and Stock Vested for Fiscal Year 202 4			41
Non-Qualified Deferred Compensation for Fiscal Year 202 4			41
Potential Payments upon Termination or Change in Control			42
Pay Ratio			44
Pay Versus Performance			44
Equity Compensation Plan Information			47

PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			48

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			49

Principal Accountant Fees and Services			49
Audit Committee Report			50

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			51

TRANSACTIONS WITH RELATED PERSONS			53

DELINQUENT SECTION 16(a) REPORTS			53

PROXY AND VOTING INFORMATION

Information Concerning Proxy Materials and the Voting of Proxies			54
Stockholder Communications			58
Available Information			58
Process for Submission of Stockholder Proposals for our 2026 Annual Meeting			58
Annual Report			59



			2025 Proxy Statement

56 Top Gallant Road

Stamford, Connecticut 06902

www.virtualshareholdermeeting.com/IT2025



PROXY STATEMENT

For the Annual Meeting of Stockholders to be held on May 29, 2025

GENERAL INFORMATION

The Annual Meeting and Proposals

The 2025 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, May 29, 2025, 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 2024 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 15, 2025. We will refer to our company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The three proposals to be considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:

Proposals

Board Recommendation

Page

Election of each of the eleven (11) nominees to our Board of Directors Named Herein

☑

FOR

EACH NOMINEE

Approval, on an advisory basis, of the compensation of our named executive officers (“NEOs”)

☑

FOR

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year

☑

FOR

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 2025 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 2025 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, and vote at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2025 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 2025 Annual Stockholders’ Meeting?” on page 54 of the Proxy Statement. As always, we encourage you to vote your shares prior to the Annual Meeting.

* * *

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current facts, including statements regarding our plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2024 Annual Report on Form 10-K.

Forward-looking and other statements in this proxy statement regarding our corporate responsibility and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission.

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.



			2025 Proxy Statement			1

THE BOARD OF DIRECTORS

General Information About Our Board of Directors

The Board of Directors of Gartner, Inc. (the “Board”) currently has 11 directors who serve for annual terms. On July 1, 2024, the Board elected to combine the roles of Chairman and CEO and appointed Mr. Eugene A. Hall as Chairman of the Board. On that date, the independent directors appointed Ms. Karen E. Dykstra as the Lead Independent Director, in accordance with our Board Principles and Practices.

Mr. Hall has an employment agreement with the Company that obligates the Company to include him on the slate of nominees to be elected to our Board during the term of the agreement. See Executive Compensation – Certain Employment Agreements with Executive Officers – Mr. Hall — Employment Agreement below. There are no other arrangements between any director or nominee and any other person pursuant to which the director or nominee was selected. None of our directors or executive officers is related to another director or executive officer by blood, marriage or adoption.

Each member of our Board has been nominated for election at the 2025 Annual Meeting. See Proposal One – Election of Directors on page 18. 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. Currently 36% of our Board of Directors is female and 64% is male and 27% of our Board of Directors identifies as racially or ethnically diverse and 73% identifies as not racially or ethnically diverse.


Peter E. Bisson AGE: 67 DIRECTOR SINCE: 2016 Independent COMMITTEE: Audit Committee			Mr. Bisson retired from McKinsey & Company, a global management consulting business, in 2016 where he last served as Director and Global Leader of the High Tech Practice. Mr. Bisson held a number of other leadership positions at McKinsey & Company, including chair of its knowledge committee, which guides the firm’s knowledge investment and communication strategies, member of the firm’s shareholders committee and leader of the firm’s strategy and telecommunications practices. In more than 30 years at McKinsey & Company, Mr. Bisson advised a variety of multinational public companies in the technology-based products and services industry. Mr. Bisson is also a director of Automatic Data Processing, Inc. As a result of Mr. Bisson’s extensive consulting experience advising clients on corporate strategy and M&A, design and execution of performance improvement programs, and marketing and technology development, he brings to the Board and the Audit Committee critical insight into operations and long-term strategy. This, coupled with his in-depth knowledge of the technology space, qualifies him to serve as a director.



			2025 Proxy Statement			2


The Board of Directors


Richard J. Bressler AGE: 67 DIRECTOR SINCE: 2006 Independent Financial Expert COMMITTEE: Audit Committee (Chair)			Mr. Bressler is President, Chief Operating Officer and Chief Financial Officer of iHeartMedia, Inc., a mass media company. iHeartMedia, Inc. filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in March 2018 and emerged from bankruptcy in May 2019. From July 2013 to April 2019, Mr. Bressler also served as the Chief Financial Officer of Clear Channel Outdoor Holdings, Inc., an outdoor advertising company. Prior to joining iHeartMedia, he served as Managing Director of Thomas H. Lee Partners, L.P., a Boston-based private equity firm, from 2006 to July 2013. He joined Thomas H. Lee Partners from his role as Senior Executive Vice President and Chief Financial Officer of Viacom Inc., where he managed all strategic, financial, business development and technology functions. Mr. Bressler has also served in various capacities with Time Warner Inc., including Chairman and Chief Executive Officer of Time Warner Digital Media and Executive Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc., he was a partner with the accounting firm of Ernst & Young. Mr. Bressler is currently a director of iHeartMedia, Inc., and a former director of The Nielsen Company B.V. and Warner Music Group Corp. Mr. Bressler qualifies as an audit committee financial expert due to his extensive financial and operational roles at large U.S. public companies. He has held several senior leadership positions and brings a wealth of management, financial, accounting and professional expertise to our Board and Audit Committee.
Raul E. Cesan AGE: 77 DIRECTOR SINCE: 2012 Independent COMMITTEE: Compensation Committee			Mr. Cesan is the Founder and Managing Partner of Commercial Worldwide LLC, an investment firm. Prior thereto, he spent 25 years at Schering-Plough Corporation, serving in various capacities of substantial responsibility: President and Chief Operating Officer (from 1998 to 2001); Executive Vice President of Schering-Plough Corporation and President of Schering-Plough Pharmaceuticals (from 1994 to 1998); President of Schering Laboratories, U.S. Pharmaceutical Operations (from 1992 to 1994); and President of Schering-Plough International (from 1988 to 1992). Mr. Cesan was also a director of The New York Times Company until April 2018. Mr. Cesan’s international experience brings important insight to our global business. His 25 years at Schering-Plough give him substantial leadership and extensive operational experience, allowing him to provide valuable guidance to our Board and Compensation Committee.



			2025 Proxy Statement			3


The Board of Directors


Karen E. Dykstra AGE: 66 DIRECTOR SINCE: 2023 LEAD INDEPENDENT DIRECTOR SINCE: 2024 COMMITTEE: Governance/Nominating Committee			Ms. Dykstra has been the Lead Independent Director of Gartner’s Board since July 1, 2024. Ms. Dykstra served as Chief Financial Officer of VMware, Inc. (“VMware”), a cloud computing and virtualization technology company, from June 2023 to November 2023. Ms. Dykstra also previously served as Chief Financial and Administrative Officer from November 2013 to July 2015 and as Chief Financial Officer from September 2012 to November 2013 of AOL, Inc., an online service provider. From January 2007 until December 2010, Ms. Dykstra was a Partner of Plainfield Asset Management LLC (“Plainfield”), and she served as Chief Operating Officer and Chief Financial Officer of Plainfield Direct LLC, Plainfield’s business development company, from May 2006 to 2010, and as a director from 2007 to 2010. Prior thereto, she spent over 25 years with Automatic Data Processing, Inc., serving most recently as Chief Financial Officer from January 2003 to May 2006, and prior thereto as Vice President – Finance, Corporate Controller and in other capacities. Ms. Dykstra is a director of Arm Holding plc and Atlassian Corporation and a former director of VMware; Crane Co.; AOL, Inc.; and Boston Properties, Inc. Ms. Dykstra previously served on Gartner’s Board from 2007 to June 2023. She resigned in June 2023 and rejoined the Board in December 2023. Ms. Dykstra resigned to focus on her role as chief financial officer and executive vice president of VMware, a position she held until November 2023 (following the closing of Broadcom Inc.’s acquisition of VMware). As a result of her past service in principal financial leadership positions, Ms. Dykstra brings to the Board extensive leadership expertise, including in-depth knowledge of operational, financial, risk oversight and governance experience.
Diana S. Ferguson AGE: 62 DIRECTOR SINCE: 2021 Independent COMMITTEE: Governance/Nominating Committee			Diana S. Ferguson is the Founder and Principal of Scarlett Investments, LLC, an investment and advisory company for middle-market consumer products businesses founded in 2013. From 2015 to 2020, she served as CFO of Cleveland Avenue, LLC, a venture capital investment company. Previously, Ms. Ferguson also served as CFO of the Chicago Board of Education; Senior Vice President and CFO at The Folgers Coffee Company; and Executive Vice President and CFO of Merisant Worldwide, Inc., a manufacturer of sweetener products. Ms. Ferguson currently serves as a director of Mattel, Inc. and Chair of Sally Beauty Holdings, Inc. Ms. Ferguson is a former director of Frontier Communications Corporation; TreeHouse Foods, Inc.; and Invacare Corporation. As a former CFO of several large corporations, Ms. Ferguson brings extensive financial, accounting and reporting experience to the Board. In addition, her present and past service on several public boards gives her valuable knowledge and perspective into best practices and corporate strategy.



			2025 Proxy Statement			4


The Board of Directors


Anne Sutherland Fuchs AGE: 77 DIRECTOR SINCE: 1999 Independent COMMITTEE: Compensation Committee (Chair) Governance/Nominating Committee			Ms. Fuchs served as Group President, Growth Brands Division, Digital Ventures, a division of J.C. Penney Company, Inc., from November 2010 until April 2012. She also served as Chair of the Commission on Women’s Issues for New York City during the Bloomberg Administration, a position she held from 2002 through 2013. Previously, Ms. Fuchs served as a consultant to companies on branding and digital initiatives and as a senior executive with operational responsibility at LVMH Moët Hennessy Louis Vuitton; Phillips, de Pury & Luxembourg; and several publishing companies, including Hearst Corporation, Conde Nast, Hachette and CBS. Ms. Fuchs is a former director of Pitney Bowes Inc. Ms. Fuchs’ executive management, content and branding skills plus operations expertise; knowledge of government operations and government partnerships with the private sector; and keen interest and knowledge of diversity, governance and executive compensation matters provide important perspective to our Board and its Compensation and Governance/Nominating Committees.
William O. Grabe AGE: 86 DIRECTOR SINCE: 1993 Independent COMMITTEE: Governance/Nominating Committee (Chair)			Mr. Grabe is an Advisory Director of General Atlantic LLC, a global private equity firm. Prior to joining General Atlantic in 1992, Mr. Grabe was a Vice President and Corporate Officer of IBM Corporation. Mr. Grabe is presently a director of Lenovo Group Limited. He is a former director of Infotech Enterprises Limited, Compuware Corporation, Patni Computer Systems Ltd. (now known as iGate Computer Systems Limited), Covisint Corporation and QTS Realty Trust Inc. Mr. Grabe is also a trustee of the Nature Conservatory in Florida and the NYU Entrepreneurial Institute, as well as a member of the Board of Grand Canyon Trust and the UCLA Anderson School of Management Board of Visitors. Mr. Grabe’s experience at IBM Corporation and his prior service on several boards in the technology space have given him extensive industry knowledge. In addition, Mr. Grabe’s other directorships have provided him with substantial insight into corporate governance and best practices, which are critical to our Governance/Nominating Committee. His significant senior executive experience, knowledge of business operations and comprehensive understanding of the global information technology industry make him a valued member of the Board and Governance/Nominating Committee.
José M. Gutiérrez AGE: 63 DIRECTOR SINCE: 2023 Independent Financial Expert COMMITTEE: Audit Committee			Prior to his retirement in 2016, Mr. Gutiérrez spent 25 years at AT&T Inc., where he held several senior executive positions including President and/or CEO of five business units ranging from $5 billion to $25 billion in revenue. Mr. Gutiérrez currently serves as a director of Denny’s Corp. and Adient plc. He previously served as a director of Dr. Pepper Snapple Group, where he participated in the merger with JAB’s Keurig, creating a combined $11 billion beverage conglomerate and driving significant value for shareholders. He is also an active member of several boards at the University of Missouri and serves as Vice-Chairman of the Thompson Foundation for Autism. Mr. Gutiérrez has considerable experience across a diverse range of industries at both the executive and board-level, including strong technology expertise. His leadership roles at AT&T have cultivated a keen insight into corporate strategy and a customer-focused approach to business. He also has significant financial and accounting experience and has been a valued member of several public-company boards, serving in audit, finance, compensation, nominating and governance committees, which make him a valued member of the Board.



			2025 Proxy Statement			5


The Board of Directors


Eugene A. Hall AGE: 68 DIRECTOR SINCE: 2004 CHAIRMAN SINCE: 2024 COMMITTEE: None			Mr. Hall has served as Gartner’s Chief Executive Officer and a director since August 2004 and Chairman of the Board since July 2024. Prior to joining Gartner as Chief Executive Officer, Mr. Hall was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global technology and services company, serving most recently as President, Employers Services Major Accounts Division, a provider of human resources and payroll services. Prior to joining ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as director. As Gartner’s CEO, Mr. Hall is responsible for developing and executing on the Company’s operating plan and business strategies in consultation with the Board and for driving Gartner’s business and financial performance. He is the sole management representative on the Board. Mr. Hall possesses extensive leadership and industry experience, both at and prior to joining Gartner, including a profound knowledge and understanding of our business, operations and strategy.
Stephen G. Pagliuca AGE: 70 DIRECTOR SINCE: 2010 Independent COMMITTEE: None			Mr. Pagliuca is a Senior Advisor and former Managing Director of Bain Capital Private Equity, LP, a global private equity firm, and former Co-Chairman of Bain Capital, L.P. He is also a Managing Partner and an owner of the Boston Celtics basketball franchise. Mr. Pagliuca is also co-owner and co-chairman of the Serie A professional football club, Atalanta Bergamasca Calcio. Mr. Pagliuca joined Bain & Company in 1982 and founded the Information Partners private equity fund for Bain Capital in 1989. Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and international tax specialist for Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca is a former director of Kioxia Holdings Corporation; Burger King Holdings, Inc.; HCA Healthcare, Inc.; Quintiles Transnational Corporation; Warner Chilcott PLC; the Weather Company; and Axis Bank, Ltd. He currently serves on the board of directors of Coherent Corp. (formerly known as II-VI Incorporated) and Virgin Voyages. Mr. Pagliuca previously served on the Board from 1990 to 2009, but resigned to enter the U.S. Senate race for Massachusetts, and then rejoined the Board in 2010. Mr. Pagliuca’s 34 years of experience at Bain Capital gives him in-depth knowledge of corporate strategy and operations and extensive senior leadership experience. He also has a comprehensive subject matter knowledge of Gartner’s history, the development of its business model and the global information technology industry, as well as financial and accounting matters. This experience makes Mr. Pagliuca well-positioned to provide the Board with key insight in evaluating and directing our long-term growth.
Eileen M. Serra AGE: 70 DIRECTOR SINCE: 2017 Independent COMMITTEE: Compensation Committee			Ms. Serra retired from JPMorgan Chase & Co., an international financial services company, in February 2018, where she last served as a Senior Advisor focusing on strategic growth initiatives across Chase Consumer and Community Banking businesses. From 2012 to 2016, she served as the CEO of Chase Card Services. Prior to joining Chase Card Services in 2006, Ms. Serra was a Managing Director at Merrill Lynch. She was a Senior Vice President at American Express and a Partner at McKinsey & Company earlier in her career. Ms. Serra is currently a director of Capital One Financial Corporation. Ms. Serra is a former director of Seven Oaks Acquisition Corp. and Boxed, Inc. Ms. Serra has extensive operational and management experience, having held senior positions at some of the world’s largest companies. Her experience at Chase also provides her with in-depth knowledge of corporate strategy and growth opportunities. This, coupled with her proven track record of large-scale leadership, enables her to provide valuable guidance to our Board.



			2025 Proxy Statement			6


The Board of Directors

Director Skills, Experience and Expertise

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

Bisson

Bressler

Cesan

Dykstra

Ferguson

Fuchs

Grabe

Gutiérrez

Hall

Pagliuca

Serra

Total

Industry Experience

✓

Technology

✓

Public Company Boards

✓

International

✓

Leadership

✓

Corporate Governance

✓

Accounting or Finance

✓

Capital Markets

✓

Executive Compensation

✓

Strategic Planning/ Business Development/M&A

✓

Operations

✓

Sales & Marketing

✓

Risk Management

✓

Cybersecurity

✓

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 is expected to tender his or her resignation to the Board. The Governance/Nominating Committee (the “Governance Committee”) will consider the resignation letter and recommend to the Board the action to be taken with respect to the offered resignation, and the Board, in its discretion, will consider and act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Compensation of Directors

The Compensation Committee, in consultation with the Governance Committee, reviews all forms of independent director compensation on an annual basis and approves changes, when appropriate. The Compensation and Governance Committees are supported in this review by Exequity, LLP, the Compensation Committee’s independent compensation consultant. The review examines director compensation in relation to two comparator groups: the Peer Group and General Industry Group. The Peer Group includes the same companies used to benchmark executive pay (as discussed in further detail on page 26). The General Industry Group includes 100 companies; 50 companies larger and 50 companies smaller than Gartner, with median revenues similar to that of Gartner. The Peer Group serves as the primary comparison with the General Industry Group serving as an additional reference, recognizing the broader labor market for director talent. Regular review of the director compensation program is intended to help ensure that the director compensation is reasonable and reflects a mainstream approach to the structure of the compensation components and



			2025 Proxy Statement			7


The Board of Directors

the method of delivery. In October 2023, the Compensation Committee conducted a review of director compensation and determined no changes to director pay were necessary for 2024 at that time. In connection with our transition to a combined chairman and CEO role, in June 2024, the Compensation Committee added an additional retainer fee of $50,000 for the Lead Independent Director. No other changes were made to the director compensation program.

Directors who are also employees receive no additional compensation for their services as directors. Non-management directors are reimbursed for their meeting attendance expenses and receive the following compensation for their service as directors. The table below sets forth director compensation for 2024:


Annual Director Retainer Fee:			$90,000 per director, an additional $50,000 for our lead independent director, and an additional $150,000 for a non-executive Chairman of the Board, payable in arrears in four equal quarterly installments, on the first business day of each calendar quarter. These amounts are paid in fully vested common stock equivalents (“CSEs”) granted under the Company’s Long-Term Incentive Plan (the “LTIP”), except that a director may elect to receive up to 50% of this fee in cash. The CSEs convert into Common Stock on the date the director’s continuous status as a director terminates, unless the director elects accelerated release as provided in the LTIP. The number of CSEs awarded is determined by dividing the aggregate director fees owed for a quarter (other than any amount payable in cash) by the closing price of the Common Stock on the first business day following the close of that quarter.
Annual Committee Chair Fee:			$10,000 for the chair of our Governance Committee and $15,000 for the chairs of our Audit and Compensation Committees. Amounts are payable in the same manner as the Annual Director Retainer Fee.
Annual Committee Member Fee:			$7,500 for our Governance Committee members, $10,000 for our Compensation Committee members and $15,000 for our Audit Committee members. Committee chairs receive both a committee chair fee and a committee member fee. Amounts are payable in the same manner as the Annual Director Retainer Fee.
Annual Equity Grant:			$240,000 in value of restricted stock units (“RSUs”), awarded annually on the date of the Annual Meeting. The number of RSUs awarded is determined by dividing $240,000 by the closing price of the Common Stock on the grant date. The RSUs vest one year after grant subject to continued service as director through that date; release may be deferred beyond the vesting date at the director’s election in accordance with the LTIP.

In addition, our non-employee directors may participate in the Gartner Charity Match Program. Under this program, contributions to eligible non-profit organizations are matched by Gartner, up to a maximum of $20,000 per director per calendar year.

Director Compensation Table

This table sets forth compensation of our non-management directors on account of services rendered as a director in 2024. Mr. Hall receives no additional compensation for service as director or Chairman of the Board. Ms. Dykstra was appointed Lead Independent Director on July 1, 2024. Contemporaneously, she stepped down from the Audit Committee and was appointed to the Governance Committee. Mr. Smith stepped down as Chairman of the Board and was appointed to the Governance Committee on July 1, 2024 and resigned from the Board, the Audit and the Governance Committees on December 2, 2024. Their compensation for these roles was prorated accordingly.



			2025 Proxy Statement			8


The Board of Directors


Name	Fees Earned Or Paid in Cash ($) (1)	Stock Awards ($) (2)	All-Other Compensation ($) (3)	Total ($) (4)
Peter E. Bisson	97,347	239,871	—	337,218
Richard J. Bressler	120,127	239,871	—	359,998
Raul E. Cesan	100,175	239,871	—	340,046
Karen E. Dykstra	126,167	239,871	—	366,038
Diana S. Ferguson	104,459	239,871	—	344,330
Anne Sutherland Fuchs	122,980	239,871	5,000	367,851
William O. Grabe	107,788	239,871	20,000	367,659
José M. Gutiérrez	103,595	239,871	—	343,466
Stephen G. Pagliuca	90,217	239,871	—	330,088
Eileen M. Serra	100,175	239,871	—	340,046
James C. Smith (5)	174,928	239,871	219,594	634,393

(1)Includes amounts earned in 2024 and paid in cash and/or CSEs on account of the Annual Director Retainer Fee, Annual Committee Chair Fee and/or Annual Committee Member Fee, described above. Does not include reimbursement for meeting attendance expenses. For Ms. Dykstra, includes her prorated Lead Independent Director Retainer, and, as applicable, Committee Member fees, for 2024. For Mr. Smith, includes his prorated non-executive Chairman of the Board Retainer, Annual Director Retainer, and, as applicable, Committee Member fees, for 2024.

(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 555 RSUs that vest on June 6, 2025, one year from the date of the 2024 Annual Meeting, subject to continued service through that date. As such, Mr. Smith forfeited these unvested RSUs in connection with his retirement. The number of RSUs awarded was calculated by dividing $240,000 by the closing price of our Common Stock on June 6, 2024 ($432.20) (rounded down to the nearest whole number). The FASB ASC Topic 718 grant date value of each award reflected herein is calculated based on the closing price of our Common Stock on the applicable date of grant. In addition to these 555 unvested RSUs, at fiscal year end, the non-employee directors, other than Mr. Smith, held vested RSUs in the following amounts: Mr. Bisson, 9,431; Mr. Bressler, 12,706; Ms. Ferguson, 893; Mr. Grabe, 4,340; Ms. Serra, 5,945; and Ms. Dykstra, 893; and CSEs in the following amounts: Mr. Bisson, 3,344; Mr. Bressler, 20,806; Mr. Cesan, 1,063; Ms. Dykstra, 148; Ms. Ferguson, 81; Ms. Fuchs, 29,577; Mr. Grabe, 47,197; Mr. Gutiérrez, 226; Mr. Pagliuca, 1,668; and Ms. Serra, 2,627.

(3)Includes the aggregate value of all matching contributions made by us on behalf of the director for 2024 under our Gartner Charity Match Program for Ms. Fuchs and Mr. Grabe. For Mr. Smith, includes $130,000 in fees that the Company paid for corrective HSR Act filings required in connection with Mr. Smith’s stock ownership in the Company, as well as an $89,594 gross-up to cover taxes on imputed income related to the payment of such fees.

(4)Any aggregate sum discrepancies are due to rounding.

(5)Mr. Smith retired from the Board on December 2, 2024.

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 times the Annual Director Retainer Fee. 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. All our directors as of December 31, 2024 were in compliance with these guidelines on that date.



			2025 Proxy Statement			9

CORPORATE GOVERNANCE

Gartner is committed to maintaining strong corporate governance practices.


Corporate Governance Highlights:
➣			Lead Independent Director with clearly defined and robust responsibilities
➣			Majority voting for directors
➣			Proxy access right for stockholders
➣			Annual election of directors
➣			Annual Board and Committee performance self-evaluation
➣			Executive sessions after Board and Committee meetings
➣			10 out of 11 directors are independent
➣			Fully independent Board Committees
➣			Overboarding policy for directors
➣			Annual director affirmation of compliance with Code of Conduct
➣			Annual director evaluation of CEO
➣			Annual review of director compensation by the Compensation Committee
➣			Independent compensation consultant

Board Principles and Practices

Our Board Principles and Practices 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 Principles and Practices, 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 Principles and Practices 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 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.

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

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

•all non-management directors who served during the 2024 fiscal year (Peter Bisson, Richard Bressler, Raul Cesan, Karen Dykstra, Diana Ferguson, Anne Sutherland Fuchs, William Grabe, José Gutiérrez, Stephen Pagliuca, Eileen Serra and James Smith), are independent under the NYSE listing standards;

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



			2025 Proxy Statement			10


Corporate Governance

•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.

Board Leadership Structure

Our Board Principles and Practices provide that the Board annually reviews its leadership structure and selects a Chairman of the Board. Maintaining this flexibility allows the Board to determine whether to separate or combine the CEO and the Chairman based upon the Company’s needs and circumstances from time to time. The Board maintains the ability to change its leadership structure at any time at its election. In July 2024, the Board combined the roles of the CEO and Chairman. The Board believes that the present structure, which includes a Lead Independent Director with well-defined responsibilities, provides the Company and the Board with strong leadership, critical institutional knowledge and appropriate independent oversight that serve the best interests of our stockholders.

Mr. Hall, who serves as our CEO and Chairman, has had many successful years leading Gartner as its CEO, providing him with a deep understanding of the Company's operations, strategic direction, and industry landscape. This company insight is crucial for aligning the Board's oversight with the Company's long-term goals and ensuring informed decision-making. The Board believes that Mr. Hall’s experience leading and growing the Company through various market conditions and his extensive institutional knowledge put him in the best position to provide broad leadership for the Board. Additionally, the Board believes that having Mr. Hall as the CEO and Chairman allows Gartner to convey its short-term and long-term strategy with a single voice to stockholders, customers, and other stakeholders.

Our Board Principles and Practices require if the Chairman of the Board is not independent, the independent directors appoint a Lead Independent Director. The Board believes that a Lead Independent Director strengthens the effectiveness of the independent directors, improves risk oversight, and provides a conduit for independent directors to openly present issues or concerns to the Board. Ms. Dykstra, our Lead Independent Director, has complex, global technology business leadership experience, public company expertise, and an extensive background in finance that the Board believes amplifies her role as Lead Independent Director.

In connection with designating Ms. Dykstra as the Lead Independent Director, the Board amended the Board Principles and Practices to provide additional clearly defined responsibilities for the Lead Independent Director to further strengthen the Board’s independent oversight, including:

•Being contactable directly by stockholders (see Stockholder Communications on page 58);

•Working with the Chairman and CEO, management and committee chairs to ensure meeting agendas cover appropriate topics and that schedules for Board and committee meetings permit sufficient time for discussion of all agenda items;

•Presiding over separate executive sessions of the independent directors following the executive sessions presided over by the Chairman;

•Preparing annual feedback to the CEO based on input from other directors; acting as the Board’s designee to negotiate any amendment or renewal of the CEO’s employment agreement (subject to the approval of the Compensation Committee or Board, as applicable);

•Calling special meetings of the Board as needed; and

•Chairing executive sessions and meetings of the Board or other Board responsibilities in the absence of the Chairman.

Risk Oversight

The Board of Directors is responsible for ensuring that an appropriate culture of risk management exists within Gartner. Our Board, together with management, oversees risk at Gartner. The Board exercises its oversight both directly and through its committees. Each committee keeps the Board informed of its oversight efforts through regular reporting to the full Board by the committee chairpersons. The Company’s strategic direction proposed by management is reviewed and approved annually and more frequently as necessary by the Board.



			2025 Proxy Statement			11


Corporate Governance

The Audit Committee provides general oversight of the performance of the Company’s internal audit function. The Audit Committee reviews the results of the internal audit annual risk assessment and the proposed internal audit plan. The Company’s internal audit function provides quarterly reports to the committee, including updates on ongoing internal audit activities, results of audits and any changes to the audit plan. Internal audit also meets with the Audit Committee in executive session on a quarterly basis.

The Chief Legal Officer, who serves as Chief Compliance Officer, also provides reports to the Audit Committee on a quarterly basis concerning the effectiveness and status of the Company’s legal and ethical compliance program and initiatives, helpline 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. Our independent registered public accounting firm also attends Audit Committee meetings, and the Audit Committee meets with them in executive session quarterly.

Data Privacy and Cybersecurity Risk Oversight

The Audit Committee has the primary responsibility of assisting our Board of Directors in overseeing risk related to cybersecurity matters. The Board and/or the Audit Committee receive quarterly cybersecurity-related reports from our Chief Information Officer (“CIO”), which may address a wide range of topics, such as: cybersecurity strategy, the threat environment, the status of ongoing information security program initiatives, and information security program metrics. Additionally, we have documented protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported to the Board and/or the Audit Committee.

Human Capital Management Oversight

The Compensation Committee oversees human capital management. The Compensation Committee reviews the Company’s strategies, initiatives and programs related to human capital management, including with respect to matters such as talent recruitment, development and retention, workplace environment and culture, and inclusion.

Corporate Responsibility Oversight

The Governance Committee is responsible for overseeing and periodically reviewing the Company’s corporate responsibility priorities and initiatives, taking into consideration the impact on internal and external stakeholders. The Governance Committee and/or Board receives quarterly updates on Gartner’s approach and progress on corporate responsibility matters. The Company’s Corporate Responsibility Executive Council, consisting of the CFO, Chief Human Resources Officer, Chief Legal Officer, CIO, Head of Conferences and other selected leaders, meets on a quarterly basis to discuss corporate responsibility-related topics. Additionally, the Environmental Sustainability Steering Committee, consisting of leaders from Conferences, Corporate Communications, Corporate Social Responsibility, Finance, HR, IT, Legal, Real Estate, Source to Contract (procurement), and Research and Advisory teams, creates advances and oversees the environmental sustainability strategy at Gartner.

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 2024, 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 the Governance Committee regularly review and discuss management development and succession plans for the Chief Executive Officer and his direct reports to support the Company’s long-term growth. This review includes an assessment of senior executives and their potential as successor to the Chief Executive Officer or his direct reports.



			2025 Proxy Statement			12


Corporate Governance

Stockholder Engagement

We value feedback from our stockholders and are committed to engaging in active dialogue throughout the year. During 2024, management and our investor relations team spent a significant amount of time meeting with and speaking to our stockholders. In addition to regular quarterly discussions with investors following earnings updates, we attend conferences and non-deal roadshows to provide additional opportunities for stockholders to engage with the Company. We welcome feedback from our stockholders as we strive to maintain the best governance, compensation and oversight practices.

Corporate Responsibility and Sustainability

Our corporate responsibility goal is to contribute to a more sustainable world so that all stakeholders, including associates, clients, stockholders and communities, thrive today and in the future. We continue to evolve our corporate responsibility and sustainability activities to support our business strategy for long-term success.

For information about our corporate responsibility strategies, programs and initiatives, please review our Corporate Responsibility Report located on our website at www.gartner.com, under the “Corporate Responsibility” link in the “About” tab.

Board and Committee Meetings and Annual Meeting Attendance

Our Board held four meetings in 2024. During 2024, 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. Ms. Karen E. Dykstra, Lead Independent Director of the Board, presides over these 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 2024, Mr. Hall and other executive officers of the Company attended the 2024 Annual Meeting of Stockholders.

Committees Generally and Charters

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


Name	Audit	Compensation	Governance/Nominating
Peter E. Bisson*	✓
Richard J. Bressler	✓ (Chair)
Raul E. Cesan		✓
Karen E. Dykstra**			✓
Diana S. Ferguson***			✓
Anne Sutherland Fuchs		✓ (Chair)	✓
William O. Grabe			✓ (Chair)
José M. Gutiérrez	✓
Stephen G. Pagliuca
Eileen M. Serra		✓
Meetings Held in 2024:	5	7	5
* Mr. Bisson stepped down from the Governance Committee and was appointed to the Audit Committee on January 30, 2025.
** Ms. Dykstra stepped down from the Audit Committee and was appointed to the Governance Committee on July 1, 2024.



			2025 Proxy Statement			13


Corporate Governance


*** Ms. Ferguson stepped down from the Audit Committee and was appointed to the Governance Committee on January 30, 2025.
Mr. James Smith served on the Audit Committee and Governance Committee prior to his retirement on December 2, 2024.

Audit Committee


Our Audit Committee serves as an independent body to assist in Board oversight of:
✓			the integrity of the Company’s financial statements;
✓			the Company’s compliance with legal and regulatory requirements;
✓			the independent registered public accounting firm’s retention, qualifications and independence; and
✓			the Company’s Risk (including internal controls and cybersecurity risks), 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 Messrs. Bressler and Gutiérrez 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 50 below.

The independent registered public accounting firm reports directly to the Audit Committee. By meeting with the independent registered public accounting firm, the internal auditor, and operating and financial management personnel, the Audit Committee oversees matters relating to accounting standards, policies and practices, any changes thereto and the effects of any changes on our financial statements, financial reporting practices and the quality and adequacy of internal controls. Additionally, the Audit Committee provides general oversight of the performance of the Company’s internal audit function. 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/or securities law matters, and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters or securities law matters. A toll-free phone number and web-submission form, in local language, managed by a third party is available for confidential and anonymous submission of concerns relating to accounting, auditing and illegal or unethical matters, as well as alleged violations of law, Gartner’s Code of Conduct or any other policies. All submissions to the helpline are reported to the Chief Compliance Officer (or designee) and the internal auditor. At each regular meeting, the Chief Legal Officer, as the Company’s Chief Compliance Officer, and his designees provide quarterly reports to the Audit Committee on helpline submissions and other ethics and compliance matters. The Audit Committee has the power and funding to retain independent counsel and other advisors as it deems necessary to carry out its duties.



			2025 Proxy Statement			14


Corporate Governance

Compensation Committee


Our Compensation Committee has responsibility for:
✓			approving, by direct action or through delegation to the CEO or subcommittees where appropriate, all equity awards, grants, and related actions under the provisions of our equity plan, and administering the plan;
✓			participating in the evaluation of CEO and other executive officer performance (with the input and oversight of the Governance/Nominating Committee and any other independent directors as may be designated by the Governance/Nominating Committee);
✓			approving the peer group used for executive compensation benchmarking purposes;
✓			evaluating the independence of all Compensation Committee advisers;
✓			overseeing administration of the Company’s compensation programs;
✓			approving the form and amount of director compensation in consultation with the Governance/Nominating Committee; and
✓			reviewing the Company’s strategies, initiatives and programs related to human capital management.

The Compensation Committee reviewed and approved the Compensation Discussion and Analysis contained in this Proxy Statement, recommended its inclusion herein (and in our 2024 Annual Report on Form 10-K) and approved the related report to stockholders as required by the SEC (see Compensation Committee Report on page 33 below).

Exequity, LLP (“Exequity”) was retained by the Compensation Committee to provide information, analyses and advice to the Committee during various stages of 2024 executive compensation planning. Exequity reports directly to the Compensation Committee chair. In the course of conducting its activities, Exequity attended meetings of the Compensation Committee and briefed the Committee on executive compensation trends generally.

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

Final decisions with respect to determining the amount or form of executive compensation under the Company’s executive compensation programs are made by the Compensation Committee alone and may reflect factors and considerations other than the information and advice provided by its consultants. Please refer to the Compensation Discussion & Analysis beginning on page 22 for a more detailed discussion of the Compensation Committee’s activities with respect to executive compensation.

Compensation Committee Interlocks and Insider Participation. During 2024, 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 2024, 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.



			2025 Proxy Statement			15


Corporate Governance

Governance/Nominating Committee


Our Governance/Nominating Committee (the “Governance Committee”) has responsibility for:
✓			recommending the size, composition and organization of our Board;
✓			assisting the Board in determining the independence of directors and committee members under applicable standards;
✓			reviewing our corporate governance policies, including our Board Principles and Practices;
✓			recommending the factors to be considered for the selection of directors;
✓			recommending committee assignments;
✓			assisting the Compensation Committee in determining the form and amount of director compensation;
✓			overseeing the periodic evaluation process regarding the performance of our CEO and other executive officers;
✓			assisting the CEO and the Board with matters relating to management succession; and
✓			overseeing the annual Board and Committee performance self-evaluations.

The Governance Committee is responsible for assessing the effectiveness of the Board by reviewing its size and composition. The Board evaluates its performance, effectiveness, composition, and appropriateness of the qualifications of existing directors, as part of the annual Board self-evaluation process. The annual self-evaluation is completed through a questionnaire process that is renewed annually to align with current regulations and best practices. The responses are collected by the Chief Legal Officer’s office and a summary of the results and comments are provided anonymously to the Governance Committee and full Board for review and consideration. This process promotes our commitment to continuous improvement and helps ensure our Board is effective.

Our self-evaluation process also aids in the Board’s succession planning by identifying any gaps in our leadership roles on the Board and its Committees. The Board values both continuity and fresh perspectives. The Company has added two new directors to the Board in the last three fiscal years, Ms. Diana S. Ferguson and Mr. José M. Gutiérrez. The Governance Committee has not specified minimum qualifications for candidates it recommends and will consider the qualifications, skills, expertise, qualities, personal backgrounds, availability and experience of all candidates that are presented for consideration. The Board seeks to have members who encompass a breadth of viewpoints, professional experience, personal backgrounds, perspectives and other individual qualities and attributes and who are best able to carry out the Board’s responsibilities. 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.

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 2026 Annual Meeting on page 58.

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. To the extent required under and in accordance with NYSE and SEC rules, we will disclose any waiver we grant to an executive officer or director under our Code of Ethics or Global Code of Conduct, or certain amendments to the Code of Ethics or Global Code of Conduct, on our website at investor.gartner.com, under the “Governance” link.



			2025 Proxy Statement			16


Corporate Governance

Overboarding Policy

In accordance with our Board Principles And Practices, ordinarily, directors may not serve on the boards of more than four public companies, including our Board, and directors who are chief executive officers of public companies may not serve on the board of more than one other public company, in addition to our Board.

Insider Trading Policy; Prohibition Against Hedging and Pledging

We have an insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale, and other dispositions of our securities by directors, officers and employees, and Gartner itself, and is designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. Our Insider Trading Policy also prohibits all directors, executive officers and other employees from engaging in any short selling, hedging and/or pledging transactions with respect to Company securities. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K.



			2025 Proxy Statement			17

PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

Our Board, acting on recommendation of the Governance Committee, is responsible for presenting for stockholder consideration each year a group of nominees that, taken together, has the experience, qualifications, attributes and skills appropriate and necessary to carry out the duties and responsibilities of, and to function effectively as, the board of directors of Gartner. The Governance Committee regularly reviews the composition of the Board in light of the needs of the Company, its assessment of board and committee performance, and the input of stockholders and other key stakeholders. The Governance Committee looks for certain common characteristics in all nominees, including integrity, strong professional experience and reputation, a record of achievement, constructive and collegial personal attributes and the ability and commitment to devote sufficient time and effort to board service. In addition, the Governance Committee seeks to include on the Board a complementary mix of individuals with diverse backgrounds and skills that will enable the Board as a whole to effectively manage the array of issues it will confront in furtherance of its duties. These individual qualities can include matters such as experience in the technology industry; experience managing and operating large public companies; international operating experience; financial, accounting, executive compensation and capital markets expertise; and leadership skills and experience.

All of the nominees listed below are incumbent directors last elected by stockholders at the 2024 annual meeting who have been nominated by the Governance Committee and Board for election and have agreed to serve another term. For additional information about the nominees and their qualifications, please see General Information about our Board of Directors on page 2. If any nominee is unable or declines unexpectedly to stand for election as a director at the Annual Meeting, proxies may be voted for a nominee designated by the present Board to fill the vacancy or the Board may reduce the size of the Board. Each person elected as a director will continue to be a director until the 2026 Annual Meeting of Stockholders and until his or her successor has been duly qualified and elected.


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


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



			2025 Proxy Statement

SEC Form DEF 14A filed by Gartner Inc.