Form 4: Gartner Director Anne Sutherland Fuchs Reports Equity Compensation and Trust Holdings

Gartner Inc. Director Anne Sutherland Fuchs reported the acquisition and immediate distribution of Common Stock Equivalents as compensation, alongside the disclosure of shares held in a grantor retained annuity trust.

Summary

• Anne Sutherland Fuchs, a Director of Gartner Inc. (IT), reported transactions on July 1, 2025.
• Acquired 38 Common Stock Equivalents (CSEs) as compensation for her service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
• Elected to receive an immediate distribution of these 38 CSE shares, which converted into common stock.
• Following these transactions, directly owns 8,097 shares of Common Stock and 29,577 Common Stock Equivalents.
• Indirectly owns 4,644 shares of Common Stock held in a 2024 Grantor Retained Annuity Trust (GRAT), established on June 4, 2024, for her benefit and her children's, with her as the Trustee.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of director compensation and personal estate planning, indicating standard corporate governance and financial management practices. It does not contain information that would significantly alter the company's fundamental outlook, but the alignment of director interests with shareholders through equity compensation is a positive aspect.

Positives

• Director compensation through equity (Common Stock Equivalents) aligns interests with shareholders.
• The use of a Rule 10b5-1(c) plan indicates pre-planned transactions, reducing concerns about insider trading.

Future Outlook

Common Stock Equivalents (CSEs) received as compensation will convert into Gartner common stock upon the termination of the outside director's continuous status as a director, or as otherwise provided in the Long-Term Incentive Plan.

Management Comments

• This reporting person has elected to receive an immediate distribution of the CSE shares.
• These shares are held in a grantor retained annuity trust created on June 4, 2024 when the reporting person transferred 4,644 Gartner shares to the trust (the '2024 GRAT'). These shares are held in trust for the benefit of the reporting person and her children. The reporting person is the Trustee of the 2024 GRAT.
• These are Common Stock Equivalents ('CSEs') received as compensation for service as an outside director of Gartner, Inc. They were granted under the Gartner, Inc. Long-Term Incentive Plan ('LTIP'). The CSEs convert into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise provided in the LTIP.

Industry Context

This Form 4 filing reflects routine insider equity transactions, common for directors receiving compensation in the form of equity. The use of a Grantor Retained Annuity Trust (GRAT) is a common estate planning tool for high-net-worth individuals, including corporate executives and directors, to transfer assets while minimizing estate tax implications. The acquisition of Common Stock Equivalents as compensation is a standard practice across many industries to align director incentives with shareholder value.

Comparison to Industry Standards

• The practice of compensating outside directors with equity, such as Common Stock Equivalents (CSEs), is a widely accepted corporate governance standard across various industries, including technology and consulting firms like Gartner. This aligns director interests with long-term shareholder value, similar to practices at companies like Accenture or Forrester Research.
• The use of a Rule 10b5-1(c) plan for transactions is a best practice for insiders, demonstrating pre-planned trades and mitigating potential accusations of trading on material non-public information, a standard adopted by most public company executives and directors.
• Establishing a Grantor Retained Annuity Trust (GRAT) is a common and legally recognized estate planning strategy for high-net-worth individuals, including corporate directors, to transfer wealth to beneficiaries with potential tax efficiencies. This is a standard financial planning tool, not specific to Gartner or its industry, but widely used by individuals in similar financial positions.

Stakeholder Impact

• Shareholders: The equity compensation aligns the director's interests with shareholders. The use of a 10b5-1 plan provides transparency regarding insider transactions.

Next Steps

• Common Stock Equivalents will convert into Gartner common stock upon termination of the director's continuous status or as specified in the LTIP.

Key Dates

Recommendation

Keywords

Gartner Inc., IT, Form 4, SEC filing, insider trading, director compensation, equity, Common Stock Equivalents, GRAT, Grantor Retained Annuity Trust, Rule 10b5-1, Anne Sutherland Fuchs