GARTNER INC
For the period ended May 28, 2026. Filed Apr 15, 2026.
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May 28, 2026 · Filed Apr 15, 2026
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Contents
Compensation Setting Process for
COMPENSATION SETTING PROCESS FOR 2025
This section explains the objectives of the Company’s compensation policies; what the compensation program is designed to reward; each element of compensation and why the Company chooses to pay each element; how the Company
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Compensation Discussion & Analysis
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.
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 Company performance through pay-for-performance compensation tied to the achievement of corporate performance targets that are aggressive, but also reflective of current, economic conditions. |
| ➣ | To ensure that our compensation structure and levels are reasonable and aligned with stockholder interests. |
What the Compensation Program Is Designed to Reward
Our guiding philosophy is to provide a significant portion of executive compensation in performance-based pay, aligning executives with stockholder interests and ensuring focus on Company performance. In addition, we believe that the design of the total compensation package should be competitive with the market to attract and retain individuals who are critical to our long-term success.
Our compensation program for executive officers is designed to compensate individuals for achieving and exceeding corporate performance objectives as a leadership team. We believe this type of compensation structure encourages collaboration and outstanding team performance, which helps drive 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 based on Company performance and, for long-term equity based incentives, the underlying price of our Common Stock.
Principal Compensation Elements and Objectives
Our executive compensation program consists of three principal elements:
| Base Salary | ➣ | Pay competitive salaries to attract and retain the executive talent necessary to develop and implement our corporate strategy and business plan. |
|---|---|---|
| ➣ | Reflect responsibilities of the position, experience of the executive and the marketplace in which we compete for talent. | |
| Short-Term Incentive Compensation (cash bonuses) | ➣ | Motivate executives to generate outstanding performance and achieve or exceed the annual operating plan. |
| ➣ | Align compensation with annual performance results. | |
| Long-Term Incentive Compensation (equity awards) | ➣ | Align executive rewards with long-term performance and stock price appreciation. |
| ➣ | Facilitate the accumulation of Gartner shares by executives, thereby enhancing ownership, retention and alignment with stockholders. |
How the Company Determines Executive Compensation
As noted earlier, 2025 presented unique challenges and uncertainty impacting our U.S. federal business. The unusual amount of volatility and uncertainty in our U.S. federal public sector business made forecasting of that business extremely
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Compensation Discussion & Analysis
challenging when setting the Company’s 2025 performance targets. Given the discrete, yet unknowable impact of the U.S. federal public sector business, the Compensation Committee opted to exclude the US federal public sector Insights business from performance targets and actual performance, which represented only a minor portion of our Contract Value and Insights revenue, approximately 5%. The Compensation Committee believed that the exclusion of this sector of the business was preferable to establishing arbitrarily performance targets that could prove to be too high or too low given the uncertain outcomes for our U.S. federal public sector business.
The resulting 2025 performance objectives were designed to reflect the known operating environment, drive performance to achieve the Company’s operating plan and maintain alignment with investor expectations. Notably, our revenue and CV targets for the 2025 short-term and long-term incentive plans, respectively, which excluded the U.S. federal public sector Insights business, were higher than 2024 actual results (excluding the U.S. federal public sector Insights business and on an FX neutral basis) by mid-single digit growth rates. And, in order to achieve above target award on the EBITDA component of the 2025 short-term incentive plan (which excluded the U.S. federal public sector Insights business), 2025 EBITDA must exhibit growth over 2024 results, when compared on an FX neutral basis and excluding the U.S. federal public sector Insights business.
The short-term and long-term incentive objectives provide executives with an opportunity to increase their total compensation based on the over-achievement of Company performance; similarly, in the case of under-achievement of Company performance, the value of incentive awards will fall below their target value, decreasing the total compensation opportunity. In addition, we assign a greater weighting to long-term awards in order to promote long-term decision-making and align management with stockholder interests and retain executives. We believe that long-term equity-based awards with vesting terms that are based on the achievement of pre-set financial targets and additional time-vesting serve as a strong retention incentive.
Determining Awards
Salary, short-term and long-term incentive compensation levels for executive officers (other than the CEO) are recommended by the CEO to the Compensation Committee, but the Compensation Committee has full authority to set such compensation. 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).
The CEO’s compensation, including base salary, short-term and long-term incentive pay is established by the Compensation Committee within the parameters of Mr. Hall’s employment agreement. The Compensation Committee determines Mr. Hall’s compensation by evaluating his performance in collaboration with the Governance Committee, incorporating input from the Lead Independent Director and other directors. The Compensation Committee also considers insight from its compensation consultant and reviews benchmarking data on CEO compensation practices at peer companies, along with general industry trends. See Certain Employment Agreements with Executive Officers – Mr. Hall - Employment Agreement below for a detailed discussion of Mr. Hall’s agreement.
Benchmarking and Peer Group
Executive compensation planning for 2025 began mid-year in 2024. 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 2025.
The Compensation Committee in consultation with Exequity reviews the Peer Group annually to ensure comparability with Gartner’s operating characteristics, labor market relevance, and revenue and market cap scope. In 2024, following a review of the Peer Group, the Compensation Committee approved a revised Peer Group from the then-current year to include four new companies (Fortinet, Inc., Palo Alto Networks, Inc., S&P Global Inc. and TransUnion) that align with our talent market as well as scale and scope, and eliminated one company (Adobe Inc.) due to its revenue scope. Splunk Inc. and VMware, Inc. were also removed due to their acquisition. The revised Peer Group includes 18 publicly-traded companies that are similar to Gartner in terms of industry, revenues, business model, and with whom Gartner competes for executive talent. At the time of the analysis, Gartner’s revenue ranked at the 46th percentile relative to the Peer Group. The Peer Group serves as the basis of the executive benchmarking and 2025 target total compensation adjustments.
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Compensation Discussion & Analysis
The 2025 Peer Group companies included:
| Akamai Technologies, Inc. | Aon plc | Autodesk, Inc. | Cadence DesignSystem, Inc. | Equifax Inc. |
|---|---|---|---|---|
| Fortinet, Inc.* | Intuit Inc. | Moody’sCorporation | Palo Alto Networks, Inc.* | S&P Global Inc.* |
| ServiceNow, Inc. | SS&C Technologies Holdings, Inc. | Synopsys Inc. | The Interpublic Group Companies, Inc. | ThomsonReuters Corporation |
| TransUnion* | VeriskAnalytics,Inc. | Workday, Inc. | * Reflects the four new companies added to the peer group. |
Our Compensation Committee commissioned Exequity, its independent compensation consultant, to perform a competitive review of executive compensation relative to the Peer Group, as the primary comparison group, and secondarily to market survey data reflecting companies of similar size and industry. Exequity’s findings were considered by the Compensation Committee and by management for 2025 executive compensation planning.
The Compensation Committee does not target NEO’s pay to a specified percentile but rather reviews market data at the 25 th, 50 thand 75 thpercentile for each element of compensation, including Base Salary, Target Total Cash (Base Salary plus Target Bonus) and Target Total Compensation (Target Total Cash plus target long-term incentives). Individual target total 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 relationship between Gartner’s NEO realized pay and Company performance as measured by Total Shareholder Return and Shareholder Value creation. The analysis considers both 1-year and 3-year pay and performance for Gartner relative to the Peer Group. Exequity’s analysis indicated that pay realized by Gartner’s NEOs are generally aligned with Company performance.
Executive Compensation Elements Generally
Pay Mix
The following charts illustrate the mix of target compensation elements for the NEOs in 2025. Long-term incentive compensation is 100% performance-based, consisting of stock-settled stock appreciation rights (“SARs”) and performance-based restricted stock units (“PSUs”), and represents a large majority of compensation provided to our NEOs (88% to the CEO and 74% to all other NEOs). We weight compensation more heavily towards long-term incentives
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Compensation Discussion & Analysis
because it contributes to the delivery of strong performance over the long-term and the retention of employees more than any other element of compensation.
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 (both previously and in-role at Gartner) and the marketplace in which we compete for executive talent. In addition, where possible, we consider salary information for comparable positions from our Peer Group or other available market data sources. Mr. Hall’s base salary is established each year by the Compensation Committee after completion of Mr. Hall’s performance evaluation for the preceding year. The following table sets forth the 2024 and 2025 base salary of each NEO and the corresponding year-over-year percentage increase:
| NEO | 2024 Base Salary ($) | 2025 Base Salary ($)(1) | Percentage Increase |
|---|---|---|---|
| Eugene A. Hall | 963,506 | 992,411 | 3.0% |
| Craig W. Safian | 688,418 | 709,000 | 3.0% |
| Scott Hensel | 557,291 | 585,000 | 5.0% |
| Thomas Kim | 566,500 | 585,000 | 3.3% |
| Robin Kranich | 568,218 | 585,000 | 3.0% |
(1)Effective as of April 1, 2025.
Short-Term Incentive Compensation (Cash Bonuses)
All annual bonuses to executive officers are granted pursuant to Gartner’s Executive Performance Bonus Plan. The plan is designed to motivate executives 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 to executives promotes decision-making that increases stockholder value and enhances Gartner’s success.
Bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2025 company-wide financial performance objectives. The financial objectives and weightings used for 2025 executive officer bonuses were:
EBITDA, which measures overall profitability from business operations (weighted 50%), excluding our U.S. federal public sector Insights business and on an FX neutral basis, and
Revenue, which measures our ability to generate revenue growth on an annual basis (weighted 50%), excluding our U.S. federal public sector Insights business and on an FX neutral basis.
For 2025, each NEO was assigned a bonus target, expressed as a percentage of salary, based upon the executive’s level of responsibility. Other than Mr. Kim’s bonus target which was adjusted from 95% to 100%, all other NEO bonus targets remained unchanged for the 2025 plan year. Our NEOs’ 2025 annual bonus targets as a percentage of base salary were
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Compensation Discussion & Analysis
125% for Mr. Hall; and 100% for each of Messrs. Safian, Hensel and Kim and Ms. Kranich. Actual awards are determined based on Company performance and can range from zero for below threshold performance to 200% of target for maximum performance, with awards capped at maximum. The following table sets forth the threshold, target and maximum payout amounts for each NEO:
| NEO | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Eugene A. Hall | 0 | 1,240,514 | 2,481,028 |
| Craig W. Safian | 0 | 709,000 | 1,418,000 |
| Scott Hensel | 0 | 585,000 | 1,170,000 |
| Thomas Kim | 0 | 585,000 | 1,170,000 |
| Robin Kranich | 0 | 585,000 | 1,170,000 |
The chart below details the performance metrics applicable to our 2025 short–term incentive compensation plan. The Compensation Committee believes performance goals should be rigorous, but achievable, and create strong alignment between our executives and the interests of stockholders. As stated above, given the unusual amount of volatility and uncertainty with respect to our U.S. federal public sector business, the Compensation Committee established the 2025 short-term incentive plan goals to exclude the U.S. federal public sector Insights business from both the bonus plan targets and actual results. In early 2025, management recommended, and the Compensation Committee approved, the EBITDA and Revenue performance goals for the short-term incentive plan, each excluding the U.S. federal public sector Insights business and measured on an FX neutral basis. Performance above target for EBITDA was set above 2024 actual performance, excluding the U.S. federal public sector Insights business and on an FX neutral basis. Similarly, performance above target for Revenue required mid-single-digit year-over-year growth from the prior year, excluding the U.S. federal public sector Insights business and on an FX neutral basis.
In February 2026, the Compensation Committee certified the results as displayed in the table (with each metric weighted at 50%):
| 2025 PerformanceObjective/ Weight | < Minimum(0%) | Target(100%) | =/> Maximum (200%) | Actual Results |
|---|---|---|---|---|
| 2025 EBITDA* | $951 million | $1,463 million | $1,613 million | $1,537 million |
| 2025 Revenue* | $5,332 million | $6,315 million | $6,515 million | $6,274 million |
| *Excluding our U.S. federal public sector Insights business and measured on an FX neutral basis. | ||||
The EBITDA result in the table above translated to a payout percentage of 149.3%. For the Revenue component, the result above translated to a payout percentage of 89.8%. Each metric is equally weighted, resulting in an overall result of 119.6%. The Comp ensation Committee approved the results and the bonus achievement for each of the NEOs. These payments were made in February 2026. See Summary Compensation Table – Non-Equity Incentive Plan Compensation for the specific cash bonuses earned by our NEOs in 2025 based on the bonus formula, actual 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 helps ensure 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 Gartner, Inc. Long-Term Incentive Plan (the “LTIP”) and believe that SARs and PSUs create the right balance of motivation, retention, share utilization, and alignment with stockholders.
SARs provide executives with the ability to realize value based on an increase in the Company’s stock price over time, promoting alignment with stockholders. SAR value can be realized only after the SAR vests. Our SARs are stock-settled with a seven-year exercise term. Upon exercise of a SAR, the executive receives shares of our Common Stock with a
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Compensation Discussion & Analysis
value equal to the aggregate appreciation in the price of our Common Stock from the date of grant to the exercise date for the 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.
PSUs offer executives the opportunity to receive our Common Stock contingent on the achievement of performance goals and continued service over the vesting period. PSU recipients are eligible to earn a target number of restricted stock units only if stipulated one-year performance goals are achieved during the year. The amount of units earned can increase if the Company over-performs (up to 200% of their target number of units) or can decrease (including not earning any units) if the Company under-performs. Following the Compensation Committee’s assessment of the Company’s performance versus predetermined goals, the vesting of the units earned will remain subject to the recipient’s continued service through each of the first four anniversaries of the award grant date. PSUs encourage executives to increase stockholder value while promoting executive retention over the long-term. Earned shares have value even if our Common Stock price does not increase, which is not the case with SARs.
The Compensation Committee believes that using a one-year performance period for our PSU awards helps ensure sustained performance and factors in changes to market conditions. If we have a strong year, the goals for the following year typically are established on top of the high bar that was already set. If we instead 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. In addition, our one-year performance period, tied to CV performance, considers multi-year revenue that is likely to occur. The value of long-term incentive awards granted to executives each year is based on several factors, including external market practices and benchmark data, the Company’s financial performance, the value of prior awards, succession considerations, tenure in role, and individual performance. For 2025, the Compensation Committee increased the target value of LTI awards for NEOs from last year based on a review of these factors. The CEO’s target LTI award increased by 8.7%, Mr. Safian’s by 9.6%, Mr. Hensel’s by 10.2%, Mr. Kim’s by 24.8% and Ms. Kranich’s by 10.1%. More meaningful increases were provided to those executives newer in role, with the intention of moving them to market-representative pay levels over time.
Consistent with weightings in prior years, the 2025 long-term incentive plan equity mix consists of 30% SARs and 70% PSUs. PSUs utilize fewer shares than SARs since the executive can earn the full share rather than just the appreciation in value over the grant price. As such, the cost efficiency of PSUs enhances the Company’s ability to conservatively utilize the LTIP share pool and helps ensure alignment between pay and Company performance. 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 vest 25% per year, commencing one year from the grant date and on each anniversary thereof, subject to continued service on the applicable vesting date, and, in the case of PSUs, the achievement of the 1-year performance period. We believe that this vesting schedule effectively focuses our executives on delivering long-term value and drives retention. The maximum payout for PSUs is 200% of target in the event the maximum level of CV is achieved; the PSUs are subject to forfeiture if minimum levels of performance are not achieved.
The chart below details the performance metrics and goals applicable to the PSU portion of our 2025 long–term incentive compensation element. Consistent with the establishment of short-term incentive plan targets, the US federal public sector Insights business was excluded from the Company’s 2025 CV plan targets and actual results due to its uncertainty and
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Compensation Discussion & Analysis
volatility to the business and measured on an FX neutral basis. In February 2026, the Compensation Committee certified the results as displayed in the table:
| 2025 PerformanceObjective/Weight | < Minimum(0%) | Target(100%) | =/> Maximum (200%) | Actual(measured at12/31/25) | ActualGrowthYOY |
|---|---|---|---|---|---|
| Contract Value* | $4,362 million | $5,186 million | $5,419 million | $5,047 million | 4.1% |
| *Excluding our U.S. federal public sector Insights business and measured on an FX neutral basis. | |||||
Based on the results set forth above, the Compensation Committee determined that 82.1% of the target number of PSUs was earned based on the preestablished performance goals, with 25% of the earned awards vesting on the first anniversary of the grant date. See Grants of Plan-Based Awards Table – Possible Payouts Under Equity Incentive Plan Awards and accompanying footnotes below for the actual number of SARs and PSUs awarded to our NEOs.
Additional Compensation Elements
We maintain a non-qualified deferred compensation plan for our highly compensated employees, including our executive officers, to assist eligible participants with retirement and tax planning by allowing them to defer otherwise earned 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 using the same formula as for the 401(k) plan, 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, we provide various other benefits to our executive officers that are typically available to others in senior business roles. Our basic executive perquisites program includes 35 days paid time off (PTO) annually, severance and change in control benefits (discussed below) and relocation services where necessary due to a promotion. Our executive officers are also entitled to participate in other benefits programs that are available to all U.S. associates, including our employee stock purchase plan and our healthcare plans, as well as a 401(k) match. Executive officers may also participate in our employee charitable matching program, which is available to all employees. The Company matches charitable donations to eligible nonprofit organizations up to a specified annual limit depending on the role of the employee. For Senior Vice Presidents and above, the limit is $20,000 per year. 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 - Employment Agreement. For more information concerning perquisites, see Other Compensation Table and accompanying footnotes below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.