GARTNER INC
For the period ended May 29, 2025. Filed Apr 15, 2025.
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May 29, 2025 · Filed Apr 15, 2025
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Contents
Pay Versus Performance
The following table and disclosures have been prepared in accordance with the Pay Versus Performance SEC disclosure rules, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and to our other NEOs (non-PEO NEOs) for 2020 to 2024, alongside total shareholder return (TSR), net income, and the Company’s selected metric of CV. CV is the most important metric in linking compensation actually paid to our NEOs to Company performance, representing 70% of long-term incentive awards granted to our NEOs for 2024.
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Compensation Tables and Narrative Disclosures
| Year · Summary CompensationTable Total for PEO ($) (1) · Compensation Actually Paid to PEO ($) (3) · Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) · Average Compensation Actually Paid to Non-PEO NEOs ($) (3) · Value of Initial Fixed $100 Investment Based On: (4) · Net Income (millions)($) · Company-Selected Measure (millions)($) (6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return($) · Peer Group Total Shareholder Return($) (5) | ||||||||
| 2024 | 18,352,293 | 25,993,075 | 4,781,809 | 6,343,860 | 314 | 159 | 1,254 | 5,262 |
| 2023 | 16,299,489 | 40,034,283 | 4,232,352 | 9,055,703 | 293 | 141 | 882 | 4,839 |
| 2022 | 15,452,138 | 16,037,507 | 3,993,018 | 3,930,345 | 218 | 105 | 808 | 4,660 |
| 2021 | 14,096,168 | 80,424,211 | 3,719,960 | 17,061,159 | 217 | 129 | 794 | 4,247 |
| 2020 | 12,595,105 | 14,851,875 | 3,207,410 | 3,623,304 | 104 | 123 | 267 | 3,605 |
(1)Mr. Hall was our PEO for each of the years presented.
(2) During 2024 and 2023, our non-PEO NEOs consisted of Messrs. Safian, Dawkins and Hensel and Ms. Kranich.
During 2022, our non-PEO NEOs consisted of Messrs. Safian, Dawkins, Hensel and Jules P. Kaufman (our former General Counsel) and Ms. Kranich. During 2021 and 2020, our non-PEO NEOs consisted of Messrs. Safian, Dawkins and Kaufman and Ms. Kranich.
(3) “Compensation actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The Company does not have any pensions, so no adjustments have been recorded related to pension service. The tables below set forth each adjustment made during each year presented in the table to calculate the “compensation actually paid” to our NEOs during each year in the table:
| Reconciliation of Summary Compensation Table Total Compensation to “Compensation Actually Paid” · for PEO (i) 2024 · for Non-PEO NEOs (Average) (i) 2024 | ||||
|---|---|---|---|---|
| Summary Compensation Table Total Compensation | 18,352,293 | 4,781,809 | ||
| Adjustments: | ||||
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | (10,691,947) | (2,201,525) | ||
| Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table for the covered fiscal year | (4,582,339) | (943,467) | ||
| Fair value of awards granted during year that remain unvested and outstanding as of covered year end | 18,196,628 | 3,746,572 | ||
| Fair value as of vest date of awards granted during year that vested during covered year | — | — | ||
| Change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | 3,174,860 | 646,716 | ||
| Change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 1,543,579 | 313,755 | ||
| Deduction of fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | — | — | ||
| Increase based upon incremental fair value of awards modified during year | — | — | ||
| Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | — | — | ||
| Compensation Actually Paid | 25,993,075 | 6,343,860 | ||
(i) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, using materially the same methodologies used in determining the grant date fair value of our equity awards reflected in the Summary Compensation Table; provided, in order to properly value the SAR awards using the Black-Scholes model we use for such grant date fair value, we made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including remaining vesting periods, remaining expiration periods and SAR gain levels), dividend yield and risk-free interest rates as of each measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year.
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Compensation Tables and Narrative Disclosures
(4) Assumes $100 was invested in our Common Stock (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
(5) The peer group used by the Company consists of the companies used in the Company’s performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of its annual report for the fiscal year ended December 31, 2024, namely, the S&P 500 IT Services Index.
(6)Contract Value (“CV”) represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of contracts in effect at a specific point in time, without regard to the duration of the contract. CV primarily includes research deliverables for which revenue is recognized on a ratable basis and other deliverables (primarily conferences tickets) included with subscription-based research products for which revenue is recognized when the deliverable is utilized.
Relationship Between “Compensation Actually Paid” and Performance
The following graphs provide a comparison of the Company’s five-year cumulative TSR with that of the peer group index, as well as comparisons of “compensation actually paid” as disclosed in the Pay Versus Performance Table with each of Company TSR, net income and CV (the Company-Selected Measure).
* Each year’s CV has been calculated using the foreign currency rates for such year.
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Compensation Tables and Narrative Disclosures
Tabular List of Most Important Financial Performance Measures
The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link NEO compensation to company performance for the most recent fiscal year. For more information, see Compensation Discussion and Analysis.
Most Important Financial Performance Measures
Contract Value (CV)
Revenue
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
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