GARTNER INC (IT)
Sector: Information Technology
2026 Annual Meeting Analysis
GARTNER INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
11
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bisson has served since 2016, giving him full overlap with Gartner's severe stock underperformance — the stock lost 51.8% over three years while the company's own peer group gained 15.6% on average, a gap of 67.4 percentage points that far exceeds the 20-point trigger threshold, and the five-year record does not provide relief as that gap also exceeds the threshold.
Mr. Bressler has served since 2006, giving him extensive tenure overlap with Gartner's prolonged underperformance — the stock lost 51.8% over three years while peers gained 15.6%, a 67.4-percentage-point gap far exceeding the trigger, and the five-year record offers no relief.
Mr. Cesan has served since 2012 with full overlap over the underperformance period; Gartner's stock fell 51.8% over three years while the peer group rose 15.6%, a 67.4-point gap well above the trigger, and the five-year comparison does not provide a mitigating offset.
Ms. Dykstra rejoined the board in December 2023 after a brief absence (she originally joined in 2007), so her current tenure is just over 24 months at the time of the meeting, meaning the TSR trigger applies; the stock's 67.4-point underperformance versus the peer group over three years exceeds the threshold, and the five-year record does not relieve the trigger, though it is acknowledged her most recent stint began during an already-underperforming period.
Ms. Ferguson joined in 2021, giving her meaningful overlap with the three-year underperformance window; the stock declined 51.8% while the peer group rose 15.6%, a 67.4-point shortfall that far exceeds the 20-point trigger, and the five-year comparison does not provide relief.
Ms. Fuchs has served since 1999, giving her the longest tenure on the board and full accountability for the company's stock declining 51.8% over three years against a peer group that gained 15.6%; the 67.4-point gap greatly exceeds the trigger threshold and the five-year record does not mitigate it.
Mr. Grabe has served since 1993 and bears full accountability for the three-year period in which Gartner's stock fell 51.8% while the peer group rose 15.6%; the 67.4-point underperformance gap far exceeds the 20-point trigger, and neither the five-year record nor any other factor provides a policy mitigant.
Mr. Gutiérrez joined in 2023 and has now served more than 24 months, bringing him within scope of the TSR trigger; Gartner's stock fell 51.8% over three years versus the peer group's 15.6% gain, a 67.4-point gap that exceeds the threshold, and the five-year data does not relieve the trigger, though his tenure only partially overlaps with the underperformance period.
Mr. Hall has served as CEO and director since 2004 and bears direct executive responsibility for Gartner's stock losing 51.8% over three years while the company's own peer group rose 15.6% — a 67.4-point gap that far exceeds the policy trigger; the five-year record also fails the threshold test, and under our policy the TSR trigger applies equally to executive directors regardless of the separate Say on Pay outcome.
Mr. Pagliuca rejoined the board in 2010 and has full overlap with the underperformance period; Gartner's stock fell 51.8% over three years against a peer group that gained 15.6%, and the 67.4-point shortfall exceeds the trigger, with the five-year record offering no relief.
Ms. Serra has served since 2017, giving her full overlap with Gartner's three-year period of severe underperformance in which the stock fell 51.8% while the peer group rose 15.6%; the 67.4-point gap greatly exceeds the trigger threshold and the five-year record does not provide a mitigating offset.
For Analysis
Mr. Bousa joined the board in January 2026, less than 24 months before the meeting, so he is exempt from the stock performance trigger under our policy; he brings strong financial and investment management expertise and qualifies as an audit committee financial expert.
Professor Rus joined the board in January 2026, less than 24 months before the meeting, so she is exempt from the TSR performance trigger under our policy; her deep expertise in artificial intelligence and robotics is directly relevant to Gartner's strategic direction.
The TSR performance trigger fires for 11 of 13 nominees — Gartner's stock has fallen 51.8% over three years while its own compensation peer group has risen 15.6%, a gap of 67.4 percentage points that far exceeds the 20-point threshold applicable when absolute TSR is negative. The five-year record (stock down 20.6% vs. peer median up 4.6%, a 25.2-point gap) also exceeds the threshold, so the policy's 5-year mitigant does not apply. Only the two newest directors — Mr. Bousa and Professor Rus, both appointed in January 2026 — qualify for the 24-month new-director exemption and receive a FOR vote. All other nominees receive an AGAINST vote.
Say on Pay
✓ FORCEO
Eugene A. Hall
Total Comp
$19,226,580
Prior Support
93%%
Gartner's pay structure is strongly performance-oriented: 95% of the CEO's target pay is variable (bonus plus equity awards), equity vests over four years, the equity awards use real performance conditions tied to contract value growth and EBITDA/revenue metrics, and a meaningful clawback policy is in place — so the pay program design meets our quality standards. The CEO's total compensation of $19.2 million is within a reasonable range for a large technology and information services company when benchmarked by role, sector, and market cap, and prior-year shareholder support was a strong 93%, well above the 70% threshold that would require a negative response. Although the stock has declined sharply and the pay-for-performance alignment check is relevant, the company's incentive pay was partially reduced by actual performance coming in below target on contract value (PSUs paid out at 82.1% of target) and below target on revenue, which shows the performance linkage is functioning even if imperfectly, supporting a FOR vote on the overall compensation program.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,948,300
Non-Audit Fees
$247,862
Non-audit fees (tax fees of $211,897 plus audit-related fees of $29,965 plus other fees of $6,000 = $247,862) represent approximately 3.6% of audit fees of $6,948,300, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Gartner's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and this absence is noted as a minor negative but does not change the vote.
Overall Assessment
This ballot is dominated by a severe stock performance concern — Gartner's shares have lost over half their value in three years while the company's own peer group has risen 15.6%, triggering an AGAINST vote on 11 of 13 director nominees; only the two directors appointed in January 2026 are exempt as new appointees. The Say on Pay and auditor ratification proposals both pass our policy screens and receive FOR votes, as the compensation program is heavily performance-linked and KPMG's non-audit fees are a small fraction of audit fees.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing