Independent
Tenure on this board
9.8 yrs
Also a director at
Automatic Data Processing Inc (ADP)
13 nominees · 3 ballot items.
Election of thirteen directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Election of thirteen (13) nominees named in the proxy to the Board of Directors to serve until the 2027 annual meeting.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative discussion.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of Gartner’s named executive officers as disclosed in the proxy (the CD&A, compensation tables and narrative). Management is seeking shareholder approval to validate its pay-for-performance approach, which heavily weights long-term, performance-based equity (70% of LTI in PSUs, 30% SARs; 95% of CEO pay is incentive-based) and ties awards to the Company’s Contract Value (CV) and EBITDA/revenue metrics. The context includes the Compensation Committee’s use of a peer group benchmarking process, retention-focused multi-year vesting schedules, and an explicit exclusion of the U.S. federal public sector Insights business from 2025 performance targets due to volatility. The Board emphasizes recent pay outcomes—an 82.1% PSU payout and a 119.6% cash bonus payout for 2025—and highlights prior strong shareholder support for say-on-pay (93% in 2025) as evidence of alignment. Approval would be advisory only but the Board and Compensation Committee state they will consider the voting results when setting future pay. Key governance features cited by management in support include independent compensation advisers, robust clawback and stock ownership/hanging requirements, double-trigger change-in-control protections, and limits on repricing and hedging. The proposal raises governance and investor-relations considerations: whether the exclusion of the federal sector from targets and heavy equity orientation create appropriate incentives and risk profiles, and whether realized compensation is aligned with multi-year shareholder returns. A sophisticated evaluation should weigh the Company’s explicit performance metrics tied to CV and EBITDA, the documented rationale for plan design and exclusions, historical shareholder support, and potential agency-risk tradeoffs inherent in long-duration equity and SARs structures.
Ratify the Audit Committee’s appointment of KPMG LLP as Gartner’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAMCO INC /NY/ | 8.84% | 5,917,616 | $937M |
| 2 | Independent Franchise Partners LLP | 6.87% | 4,600,771 | $728M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.67% | 4,468,135 | $707M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.52% | 3,693,957 | $585M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 5.23% | 3,502,405 | $555M |
| 6 | BlackRock, Inc. | 4.92% | 3,294,290 | $522M |
| 7 | STATE STREET CORP | 4.88% | 3,266,779 | $517M |
| 8 | HARRIS ASSOCIATES L P | 4.68% | 3,135,774 | $497M |
| 9 | Capital International Investors | 3.02% | 2,022,839 | $320M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.97% | 1,991,683 | $314M |
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