Gartner Details Challenging 2025 Performance and Negative Executive Realized Pay in Definitive Proxy

summarizeSummary

Gartner's definitive proxy statement reveals negative "Compensation Actually Paid" for executives in 2025, reflecting a challenging year for the company's performance and stock value, alongside routine annual meeting proposals.

check_boxKey Events

• Executive Compensation Reflects Challenging 2025

  The "Compensation Actually Paid" for the CEO was $(7.03) million and averaged $(0.57) million for other Named Executive Officers in 2025, indicating a significant decline in realized executive pay tied to company performance and stock price during a challenging year.

• Annual Meeting Proposals Set

  Stockholders will vote on the election of thirteen directors, an advisory resolution on executive compensation, and the ratification of KPMG LLP as the independent auditor at the Annual Meeting on May 28, 2026.

• Board Refreshment and Governance Updates

  Two new independent directors, Edward P. Bousa and Daniela L. Rus, were appointed in January 2026. The company also adopted forum selection bylaws in October 2025, designating Delaware courts for certain corporate actions and federal courts for Securities Act claims.

auto_awesomeAnalysis

The definitive proxy statement for Gartner's 2026 Annual Meeting highlights a challenging 2025, with executive "Compensation Actually Paid" showing negative values for the CEO and other Named Executive Officers. This reflects the "deceleration of Contract Value growth" and "dislocation in our stock price" during the year, despite the company's efforts to position for long-term success and significant share repurchases. The filing also details the election of directors, including two new appointments, and the ratification of KPMG as auditor. Investors should note the direct impact of company performance on executive compensation, as well as the updated corporate governance provisions.