Form 4: Gartner Director Karen Dykstra Receives Equity Compensation Grant

Gartner, Inc. Director Karen E. Dykstra was granted 45 Common Stock Equivalents as compensation for her service, aligning her interests with shareholders.

Summary

• Karen E. Dykstra, a Director of Gartner, Inc. (IT), received 45 Common Stock Equivalents (CSEs) on July 1, 2025.
• These CSEs were granted as compensation for her service as an outside director.
• The grant was made under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
• Each CSE was valued at $406.7 at the time of the derivative transaction.
• Following this transaction, Ms. Dykstra beneficially owns 238 derivative securities (CSEs).
• The CSEs are convertible into Gartner common stock on the date the outside director's continuous status as a director terminates, or as otherwise specified in the LTIP.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates routine corporate governance and aligns director interests with shareholders, but it's a standard, non-eventful filing.

Positives

• The grant of Common Stock Equivalents to a director aligns management's interests with those of shareholders, promoting long-term value creation.
• Compensation through equity under a Long-Term Incentive Plan is a standard practice for retaining and incentivizing key personnel.

Negatives

• No negative information is presented in this routine compensation filing.

Risks

• No specific risks related to the company's operations or financial health are disclosed in this Form 4 filing.

Future Outlook

The Common Stock Equivalents granted to Director Karen E. Dykstra are structured to convert into Gartner common stock upon the termination of her continuous status as a director or as otherwise provided in the company's Long-Term Incentive Plan.

Management Comments

• 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

The practice of compensating outside directors with equity, such as Common Stock Equivalents, is a widely adopted corporate governance strategy across various industries, including the information technology and research sector where Gartner operates. This method aims to align the interests of directors with long-term shareholder value creation.

Comparison to Industry Standards

• Compensating directors with equity-based awards like Common Stock Equivalents is a common practice among publicly traded companies, including peers in the IT research and advisory sector such as Forrester Research (FORR) or IDC (part of IDG).
• While specific grant sizes and valuation methodologies vary, the underlying principle of aligning director incentives with shareholder returns is consistent with global benchmarks for corporate governance.
• The use of a Long-Term Incentive Plan (LTIP) for such grants is also standard, providing a structured framework for equity compensation that is transparent and often tied to performance or service.

Corporate Governance

Related Party Transactions

• The grant of Common Stock Equivalents to Director Karen E. Dykstra constitutes a related party transaction, as it involves compensation to a member of the company's board. This is a standard and disclosed form of related party dealing for director remuneration.

Stakeholder Impact

• Shareholders: The equity compensation aligns the director's financial interests with those of shareholders, potentially fostering decisions that enhance long-term shareholder value.

Next Steps

• Conversion of Common Stock Equivalents into Gartner common stock upon the termination of Karen E. Dykstra's continuous status as a director.
• Further actions as provided in the Gartner, Inc. Long-Term Incentive Plan.

Key Dates

Keywords

Gartner, IT, SEC Form 4, Common Stock Equivalents, CSEs, Director Compensation, Equity Compensation, Long-Term Incentive Plan, LTIP, Insider Transaction