GARTNER INC IT

41% shingled-prose overlap between the two filings.

2025: 37,876 chars · 2026: 40,835 chars

• Committee Report:52% overlap (778 → 799 chars)
• Pay Ratio (Item 402(u)):60% overlap (1,900 → 1,972 chars)
• Say-on-Pay proposal:39% overlap (25,000 → 24,999 chars)

• changedThis Compensation Discussion & Analysis, or “CD&A”, describes and explains the Company’s compensation philosophy and executive compensation program, as well as compensation awarded to and earned by, the following persons who were Named Executive Officers (“NEOs”) in 2025: 2024:
• changedSafianExecutive Vice President & Chief Financial OfficerScott HenselExecutive Vice President, Global Services & DeliveryThomas KimExecutive Vice President, Chief Legal Officer & SecretaryRobin DeliveryRobinKranichExecutive Vice President & Chief Human Resources Officer OfficerAlwynDawkins*FormerExecutiveVicePresident,GlobalBusinessSales
• changed•The Executive Summary (beginning on page 27), 22),highlights the resilient strongyear we had in 2025 despite a range of external market forces, 2024,the importance of our Contract Value (also referred to herein as “CV”) metric, our pay-for-performance approach, and our compensation practices, all of which we believe are relevant to stockholders as they consider their votes on Proposal Two (advisory vote on executive compensation, or “Say on Pay”)
• changed•The Compensation Setting Process for 2025 2024(beginning on page 30) 25)
• changed•Other Compensation Policies and Information (beginning on page 37) 31)
• changedThe CD&A is followed by the Compensation Tables and Narrative Disclosures, which report and describe the compensation and benefit amounts paid to our NEOs in 2025. 2024.
• new2025 – Despite a Challenging Environment, Gartner is Well Positioned to Re-accelerate Contract Value Growth
• new2025 presented unique challenges due to a range of external market forces, including Department of Government Efficiency related initiatives that affected our U.S. federal clients, evolving trade policies, funding changes affecting our state and local government and education clients, and other country-specific factors in several geographies.
• newThese factors led to a deceleration of our Contract Value growth which caused a dislocation in our stock price compared to general market returns.
• newNonetheless, in 2025, we acted with a high degree of financial agility to ensure that our ongoing cost structure can enable profitable growth in 2026 and beyond.
• newIn addition, we rolled out our innovative generative AI (GenAI) tool, called AskGartner, to help clients effectively and efficiently access relevant Gartner research using natural language questions.
• newThis Q&A platform curates a response using active Gartner published content to quickly identify and summarize the right high-value insights across our vast library for our clients.
• newWe also repositioned and upgraded our Business and Technology Insights (“Insights”) organization.
• newKey initiatives included improving the impact of our insights, increasing the breadth of our coverage, accelerating asset creation, and enhancing our user experience.
• newMoreover, we took several stockholder value-enhancing actions in the year, including repurchasing $2 billion of Gartner stock, and increasing leverage with a successful investment-grade bond offering to support additional share repurchase activity.
• newWe also performed a strategic review of our Digital Markets business, which led to the sale of that business in early 2026.
• newOn the governance front, we rotated our Board committee chairs, and, in early 2026, we added two new directors who bring unique and valuable skills to our Board.
• new2026 Proxy Statement27
• changedIn 2025, Business and Technology Insights (“Insights”) Researchcontinued to be our largest and most profitable business segment.
• changedInsights revenue Researchwas up 4% 5%year-over-year inrevenueon a foreign exchange (“FX”) neutral basis.
• changedContract Value, which webelieveis our most important business metric, grew 1% 8%in 2025 2024on an FX neutral basis.
• newOutside of the U.S. federal business, Contract Value grew approximately 4%.
• changedContract Value of Global Technology Sales, or GTS, which serves executives and their teams within IT, was flat year-over-year, grew7%,while Contract Value of Global Business Sales, or GBS, which services executives and their teams beyond IT, grew 3%. 12%.
• newOutside of the U.S. federal business, Contract Value of GTS and GBS grew 4% and 6%, respectively.
• newOur Conferences business delivered a very strong performance in 2025, with an all-time high revenue of $644.7 million, which was an increase of 9% on an FX neutral basis compared to 2024.
• changedFor our Consulting business, which is an important extension of our IT Insights Researchbusiness, revenue decreased 2% grew9%in 2025 2024on an FX neutral basis.
• changedDue to a combination of continued strongtop-linegrowth and continuedfocus on our operating expenses, we generated significant EBITDA1 and free cash flow2 in 2025. 2024.
• newOverall, 2025 presented a complex and challenging environment.
• newWe acted with a high degree of agility and innovated to position Gartner for long-term success.
• newAs we enter 2026, we continue to deliver exceptional value to our clients and we believe we are poised to re-accelerate our Contract Value growth.
• changedCV primarily includes insights researchdeliverables for which revenue is recognized on a ratable basis and other deliverables (primarily conferences tickets) included with subscription-based insights researchproducts for which revenue is recognized when the deliverable is utilized.
• changedWe believe that CV growth is our best, most informed and leading indicator of long-term Insights Researchrevenue growth.
• newOur Insights business comprised 78% of our overall revenue in 2025 (77% in 2024) and is also the business with highest contribution margin (77% for both 2025 and 2024).
• changedFurther, the majority of our Insights Researchcontracts are multi-year agreements, and our Insights Researchwallet retention is consistently high.
• changedIn addition, many of our clients pay us upfront when they purchase our insights researchsubscription services, which contributes to strong cash flow.
• changedFor all these reasons, the Board believes that CV growth, which translates to Insights Researchrevenue growth, is the most important driver of the Company’s profit growth.
• changed1 In this Proxy Statement, EBITDA refers to adjusted EBITDA, which represents GAAP net income (loss) adjusted for: (i) interest expense, net; (ii) tax provision/benefit; (iii) gain on event insurance cancellation claims, as applicable; (iv) gain/lossondivestitures,asapplicable;(v)other expense/income, net; (v) (vi)stock-based compensation expense; (vi) (vii)depreciation, amortization, and accretion; (vii) goodwill (viii)lossonimpairment and other asset impairments, ofleaserelatedassets,net,as applicable applicable;and (viii) workforce reduction expenses (ix)acquisitionandintegrationchargesand certain other non-recurring items.
• newEBITDA, where presented as a performance target, excludes our U.S. federal public sector Insights business and is measured on an FX neutral basis.
• new2026 Proxy Statement28
• changedKey features of our compensation program are as follows:✓100% of executive incentive awards, including annual bonus and equity awards, are performance-based or require stock price appreciation for the NEO to realize any value.✓70% of executive equity awards, and 100% of executive bonus awards vest based on performance objectives established by the Compensation Committee.✓95% Committee.✓94%of the CEO’s target total compensation (87% (86%in the case of other NEOs) is in the form of incentive compensation (bonus and equity awards).✓88% awards).✓87%of our CEO’s target total compensation (74% (72%in the case of other NEOs) is in the form of equity awards, with a focus on long-term performance.✓Equity awards vest over performance.✓Weusea longer than typical vesting schedule periodof 4 years, yearsonearnedequityawards,with awards subject to increases or decreases in value based upon stock price movement, reinforcing movementtoensurealignment with stockholders over the long-term.
• new2026 Proxy Statement29
• newAnnually assess the Company’s compensation policies to ensure that the features of our program do not encourage undue risk.✓At Will Executives.
• changedEquity awards vest at 25% per year over four years to encourage retention.✓Limited Perks. retention.✓StockOwnershipGuidelines.
• newBenefits provided are generally consistent with other employees, with limited exceptions.✓Clawback Policy.
• changedClawback policy applicable to executive cash bonus and performance-based restricted stock units, consistent with SEC and NYSE requirements.✓Stock Ownership Guidelines. requirements.✓HoldingRequirements.
• changedRobust ownership guidelines for directors and executive officers.✓Holding Requirements. officers.✓LimitedPerks.
• changedAccelerated vesting is double-trigger, requiring both a change in control and qualifying termination.𝔵No Excise Tax Gross Ups. HedgingorPledging.
• changedWe do not provide any tax gross ups for severance or change in control benefits provided to our executives.𝔵No Hedging EquityAwardsIssuedtoDirectorsor Pledging. ExecutiveOfficersDuringClosedTradingWindows.
• changedWe prohibit our executives from hedging or pledging with respect to company securities.𝔵No Equity Awards Issued During Closed Trading Windows. ExciseTaxGrossUps.
• newEquity awards to directors and executives are granted on predetermined grant dates.
• new𝔵No Repricing or Cash Buyouts.
• newWe prohibit the repricing of buyout of SARs without shareholder approval.
• changed2025 2024Say on Pay Approval = 93% 92%of votes cast
• changedThe Board has resolved to present Say on Pay proposals to stockholders on an annual basis, respecting the sentiment of our stockholders. stockholdersasexpressedin2024.
• changedAs such, no changes were made to the core structure of our compensation program as a result of the 2025 2024Say on Pay vote.
• changedCOMPENSATION SETTING PROCESS FOR 2025 2024
• changedThis 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 determinestheamount(and,whereapplicable,theformula)foreachelementofpay;andhoweachcompensationelementandtheCompany’sdecisionsregardingthatelementfitintotheCompany’soverallcompensationobjectivesandaffectdecisionsregardingotherelements.
• new2026 Proxy Statement30
• newdetermines 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.
• changedThe 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 theperformance ofourCompanythrough pay-for-performance compensation tied to componentsbasedonthe achievement of corporate performance targets that are aggressive, but also reflective of current, attainable,giveneconomic conditions.➣To seektoensure that our compensation structure and levels are reasonable and aligned with fromastockholder interests. perspective.
• changedOur guiding philosophy is to provide a significant portion of executive compensation in performance-based pay, aligning executives with stockholder interests and linkedtocorporateperformance,therebyensuring alignmentandfocus on Company Gartner’sperformance.
• changedOur compensation program for executive officers is designed to compensate individuals for achieving and exceeding corporate performance objectives as a leadership team. collectively.
• changedWe believe this type of compensation structure encourages collaboration and outstanding team performance, performance(notsimplyindividualperformance),which helps drive buildstockholder value.
• changedThe amount of compensation ultimately earned will increase or decrease based on dependinguponCompany performance and, for long-term equity based incentives, andthe underlying price of our Common Stock. Stock(inthecaseoflong-termequity-basedincentivecompensation).
• changedToachievetheobjectivesnotedabove,Our executive compensation program consists of three principal elements:
• changedBase 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 awards)➣Seektoensurerewards arecommensuratewith long-term performance and promoteretention.➣Alignexecutiverewardswithlong-termstock price appreciation.➣Facilitate the accumulation of Gartner shares by executives, thereby enhancing ownership, retention ownershipand ensuringgreateralignment with stockholders.
• newAs noted earlier, 2025 presented unique challenges and uncertainty impacting our U.S. federal business.
• newThe unusual amount of volatility and uncertainty in our U.S. federal public sector business made forecasting of that business extremely
• new2026 Proxy Statement31
• newchallenging when setting the Company’s 2025 performance targets.
• newGiven 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%.
• newThe 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.
• newThe 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.
• newNotably, 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.
• newAnd, 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.
• changedThe short-term and long-term incentive objectives provide executives with an opportunity to increase their total compensation packagebased on uponthe 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.
• changedThe Compensation Committee determines Mr. Hall’s compensation by evaluating his performance in collaboration with the Governance Committee, incorporating input from theChairmanoftheBoard(priortothe appointmentofMr.HallasChairman),Lead Independent Director (aftertheappointmentofMr.HallasChairman)and other directors.
• changedExecutive compensation planning for 2025 2024began mid-year in 2024. 2023.
• changedThe 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. 2024.
• changedThe Compensation Committee in consultation with Exequity reviews the Peer Group annually to ensure achievecomparability with basedonGartner’s operating characteristics, labor market relevance, relevanceand revenue and market cap scope.

More changes truncated for legibility. Open the filings on SEC for full prose.