Form 4: Gartner Director Stephen Pagliuca Reports Compensation-Related Stock and Equity Awards

Gartner Inc. Director Stephen G. Pagliuca reported the acquisition of 55 shares of common stock and 55 Common Stock Equivalents as compensation for his service, with some CSEs immediately distributed.

Summary

• Stephen G. Pagliuca, a Director of Gartner Inc. (IT), reported transactions on July 1, 2025.
• Acquired 55 shares of Gartner Common Stock at a price of $0, increasing his direct beneficial ownership to 68,223 shares.
• Acquired 55 Common Stock Equivalents (CSEs) at a price of $0, bringing his total CSEs to 1,723.
• These CSEs were received as compensation for his service as an outside director under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
• Pagliuca elected to receive an immediate distribution of 55 CSE shares, reducing his CSE holdings to 1,668.
• CSEs convert into Gartner common stock upon termination of the director's status or as per the LTIP, with an underlying common stock value of $406.7 per CSE.

Sentiment

Score: 7

Explanation: The filing indicates routine compensation for an outside director, which is a positive for corporate governance and aligning director interests with shareholders. It does not contain any negative or unexpected information.

Positives

• Director Stephen G. Pagliuca received compensation in the form of Gartner common stock and Common Stock Equivalents, aligning his interests with shareholders.
• The compensation was granted under the Gartner, Inc. Long-Term Incentive Plan (LTIP), indicating a structured approach to executive and director incentives.

Negatives

• No specific negative financial or operational information is disclosed in this Form 4 filing.

Risks

• No specific risks are detailed in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

Common Stock Equivalents (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 Long-Term Incentive Plan (LTIP).

Management Comments

• The reporting person elected to receive an immediate distribution of the Common Stock Equivalent (CSE) shares.
• Common Stock Equivalents (CSEs) are received as compensation for service as an outside director of Gartner, Inc. and are granted under the Gartner, Inc. Long-Term Incentive Plan (LTIP).
• CSEs convert into Gartner common stock upon the termination of the outside director's continuous status as a director, or as otherwise provided in the LTIP.

Industry Context

This Form 4 filing reflects standard compensation practices for outside directors in publicly traded companies, often involving equity-based awards to align director interests with long-term shareholder value. Such filings are common across various industries for reporting insider ownership changes.

Comparison to Industry Standards

• The use of Common Stock Equivalents (CSEs) and common stock as compensation for outside directors is a common practice in the technology and consulting sectors, including companies like Accenture, IBM, or Cognizant, which often utilize equity-based incentive plans to attract and retain experienced board members.
• Granting equity at a $0 price for compensation is standard for non-cash awards, reflecting the value of service rather than a direct purchase.

Corporate Governance

Related Party Transactions

• The acquisition of common stock and Common Stock Equivalents by Stephen G. Pagliuca, an outside director, constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The equity compensation aligns the director's financial interests with those of the shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Employees: No direct impact on employees is indicated.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Next Steps

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

Key Dates

Keywords

Gartner, IT, Stephen Pagliuca, Director, SEC Form 4, Insider Trading, Stock Compensation, Common Stock Equivalents, Long-Term Incentive Plan, Corporate Governance