2021
Annual Report
Dear Shareholders:
Gene Hall
Chief Executive Officer
Craig Safian
Chief Financial Officer
2021 was an exceptional year
for Gartner.
Gartner is a growth company and, in 2021, our
growth was strong across the business. A core
element of our strategy is to innovate and improve
continuously, so we get better, faster, stronger
every year. We are agile, and we rapidly adapt to
ongoing changes in our environment. Executives
and their teams faced another year of rapid change,
and Gartner was there to provide the actionable,
objective insight they needed to accomplish their
mission-critical priorities.
Gartner is always innovating to provide increasing
value to clients through improved user experiences,
interactive tools and ever greater insights. We also
remained agile while innovating and improving our
own products and processes so our sales, research
and services associates could spend even more
time working with clients and prospects.
“ Gartner is always innovating to provide increasing
value to clients through improved user experiences,
interactive tools and ever greater insights.”
Gartner delivers actionable, objective
insight to executives and their teams.
We delivered another strong financial
performance in 2021.
We support the world’s most influential companies
We provided incredible value to our clients. As
through more change than ever before. Through
a result, we delivered strong performance in
our expert guidance and tools, we enable faster,
revenue, EBITDA, and free cash flow in 2021. The
smarter decisions and stronger performance on
growth rates detailed below exclude the impact
the mission-critical priorities of more than 15,000
of foreign exchange, unless otherwise stated.
enterprises. We empower leaders across the
enterprise with actionable, objective insights
and tools that enable them to rapidly adapt to
ongoing changes in our environment.
We generated $4.7 billion of revenue and $1.3
billion of adjusted EBITDA1, representing year-
over-year growth of 14% and 54%, respectively.
Adjusted diluted earnings per share were $9.22
In today’s world, client priorities include
in 2021, representing reported growth of 89%,
transforming to a digital business, improving
and free cash flow was $1.3 billion, reported
cybersecurity, competing for talent, building
growth of 53%.
a diverse, equitable and inclusive organization,
whether and how to return to offices, managing
supply chain disruptions, and more. These are
difficult problems; our clients rely on Gartner for
the insights they can’t get anywhere else.
Gartner Research is our largest and most profitable
segment. We are uniquely positioned to support
enterprise leaders by applying Gartner insight,
drawn from our forward-thinking expert analysis,
practitioner research on peer best practices, and
Leaders across every geography in every major
robust data and analytics.
function across the enterprise are challenged to
leverage technology to drive improvement —
while managing through persistent change
and uncertainty.
Our Research segment ended 2021 with revenue
of $4.1 billion, an increase of 12% year over year.
For the full year, contract value was $4.2 billion,
an increase of 16% year over year, at the high end
Our market opportunity is vast across all sectors,
of our medium-term guidance.
sizes and geographies, and we’re delivering more
value than ever.
Global Technology Sales (GTS) serves leaders
and their teams within IT and represents about
80% of our total contract value. GTS contract
value at year-end was $3.4 billion, an increase
of 14% versus the prior year.
1 Reconciliations of all non-GAAP financial measures used in
this letter to the most directly comparable GAAP measures
are available on investor.gartner.com.
Global Business Sales (GBS) supports all the
enterprise functions beyond IT. This includes HR,
Supply Chain, Marketing, Finance, Legal, Sales
and more. GBS represents about 20% of our total
contract value. GBS contract value increased
an impressive 24% year over year to end 2021
at $874 million.
We generated significant free
cash flow.
Free cash flow growth continues to be an
important part of our business model, with
modest capital expenditure needs and upfront
client payments. We repurchased around $1.7
billion in stock during 2021. We repurchased
Gartner Conferences provides great value to our
over 7 million shares, reducing our net share
clients through virtual and in-person offerings. In
count by around 7%.
2021, Conferences revenue grew 78% for the full
year. We continued to innovate our virtual offerings
and held some in-person Evanta events. As
conditions continue to stabilize, we’re operationally
prepared to return to in-person conferences where
and when we can. We’ll continue to leverage our
profitable virtual conferences as appropriate.
Gartner Consulting serves as an extension of our IT
Research business. Consulting provides a deeper
level of support for the most senior executives of
our largest clients in charge of technology-related
strategic initiatives. Consulting revenue grew 9%
for the full year with strong performances across
the business in 2021.
Looking ahead to 2022 and beyond,
we will continue to focus on strong
execution.
We avoided costs in several categories during
2021, the largest of which was headcount growth.
We expect many of these costs to return in 2022.
In 2021, we ramped up our recruiting capacity.
With the rapid acceleration of our business, we
have catch-up hiring and normal growth hiring
planned for 2022. We’re seeing great success in
hiring, despite a competitive labor market. We will
continue to hire great candidates and invest in our
associates to support future growth.
As we accelerate hiring, we’ll manage sales
costs to grow roughly in line with revenue over
the long term.
Gartner is a growth company.
Looking out over the medium term, our
In 2021, Gartner drove outstanding results in
terms of EBITDA, revenue and free cash flow.
Contract value growth accelerated, giving us
great momentum across our business. We’ve
increased hiring to drive future growth. And we
continue to put our capital to work on behalf of
our shareholders, repurchasing almost $1.7 billion
worth of our stock this past year.
outstanding financial model and expectations
are unchanged. We expect to deliver Research
contract value growth of 12% to 16% and
double-digit revenue growth. With gross margin
expansion, sales costs growing in line with
contract value growth over time and G&A
leverage, we can modestly expand margins
from a normalized 2021 level. With our modest
capital expenditure needs and the benefit of
We will continue to deliver unparalleled value to our
clients paying us upfront for our services, we plan
clients, staying focused on strong, operational
to grow free cash flow at least as fast as EBITDA.
execution and continuous improvement and
Finally, we’ll continue to deploy our capital on
innovation so that we get better, faster and stronger
share repurchases, which will lower the share
every year.
count over time, and on strategic value-enhancing
tuck-in M&A.
On behalf of everyone at Gartner, we thank you
for your support.
Gene Hall
Chief Executive Officer
Craig Safian
Chief Financial Officer
“ We will continue to deliver unparalleled value to
our clients, staying focused on strong, operational
execution and continuous improvement and innovation
so that we get better, faster and stronger every year.”
The Numbers: Highlights
Segment Revenue 2021
($ in millions)
Contract Value1
($ in millions)
$418
Consulting
$214
Conferences
$4,101
Research
4,247
3,507
3,663
3,142
2,818
’17
’18
’19
’20
’21
1 All contract values have been calculated using 2021
foreign currency rates.
Comparison of Five-Year Cumulative Total Return*
Among Gartner, Inc., the S&P 500 Index and the Dow Jones U.S. Business Support Services Index
$350
$300
$250
$200
$150
$100
$50
$0
12/16
Gartner, Inc.
S&P 500 Index
12/17
12/18
12/19
12/20
12/21
Dow Jones U.S. Business Support Services Index
The graph compares Gartner, Inc.’s
cumulative five-year total shareholder
return on common stock with the
cumulative total returns of the S&P 500
index and the Dow Jones U.S. Business
Support Services index. The graph tracks
the performance of a $100 investment
in our common stock and in each index
(with the reinvestment of all dividends)
from 12/31/2016 to 12/31/2021.
*$100 invested on 12/31/16 in stock or index,
including reinvestment of dividends. Fiscal year
ending December 31.
Copyright© 2022 Standard & Poor’s, a division of
S&P Global. All rights reserved.
Copyright© 2022 S&P Dow Jones Indices LLC,
a division of S&P Global. All rights reserved.
(in thousands, except income per share, employees and
research client enterprises)
Year ended December 31,
2021
2020
2019
2018
20171
Statement of Operations Data
Total revenues
Net income
$ 4,733,962 $ 4,099,403 $
4,245,321 $ 3,975,454 $
3,311,494
793,560
266,745
233,290
122,456
3,279
Diluted income per common share2
$
9.21 $
2.96 $
2.56 $
1.33 $
0.04
Weighted average shares outstanding (diluted)
86,177
90,017
90,971
92,122
89,790
Common shares outstanding at year-end
82,397
88,842
89,158
89,702
90,823
Cash Flow Data
Operating cash flow
Balance Sheet Data
$ 1,312,470 $
903,278 $
565,436 $
471,158 $
254,517
2021
2020
20193
2018
20171
As of December 31,
Cash and cash equivalents
$ 756,493 $
712,583 $
280,836 $
156,368 $
538,908
Current assets
Total assets
Current liabilities
2,620,080
2,323,058
2,018,741
1,811,739
2,588,608
7,416,324
7,315,967
7,151,294
6,201,474
7,283,173
3,378,780
2,947,494
2,856,534
2,620,935
2,822,585
Total debt principal outstanding
2,493,131
2,006,046
2,207,514
2,312,092
3,323,062
Total liabilities
Stockholders’ equity
Statistical data
Contract value4
7,045,266
6,225,539
6,212,701
5,350,717
6,299,708
$
371,058 $ 1,090,428 $
938,593 $
850,757 $
983,465
$ 4,247,000 $ 3,663,000 $ 3,507,000 $ 3,142,000 $ 2,818,000
Research client enterprises
15,900
14,800
15,400
15,600
12,000+
Consulting backlog4
Employees
$
116,700 $
103,300 $
118,900 $
111,600 $
98,400
16,632
15,611
16,724
15,173
15,131
1 Gartner acquired CEB Inc. on April 5, 2017. The results are included beginning on that date.
2 A tax benefit of $59.6 million related to the U.S. Tax Cuts and Jobs Act of 2017 is included in the 2017 results.
3 Gartner adopted a new lease accounting standard in 2019.
4 All contract values and backlog amounts have been calculated using 2021 foreign currency rates.
Investor Relations
As a Gartner shareholder,
you’re invited to take
advantage of shareholder
services or to request more
information about Gartner.
Account Questions
Our transfer agent can help you with a variety of
shareholder-related services, including:
• Account information
• Transfer instructions
• Change of address
• Lost certificates
• Direct share registration
You can call our transfer agent at:
1 800 937 5449 (toll-free; U.S. shareholders only)
+1 718 921 8124 (non-U.S. shareholders)
You can also write our transfer agent and registrar at:
American Stock Transfer & Trust Company, LLC
Shareholder Relations
6201 15th Avenue
Brooklyn, NY 11219
USA
help@astfinancial.com
Shareholders of record who receive more than one
copy of this annual report can contact our transfer
agent and arrange to have their accounts consolidated.
Shareholders who own Gartner stock through a
brokerage firm can contact their broker to request
consolidation of their accounts.
Contact Information
To contact Gartner Investor Relations, call +1 203 316 6537.
We can be contacted during U.S. East Coast business
hours to answer investment-oriented questions
about Gartner.
In addition, you can write us at:
Gartner Investor Relations
56 Top Gallant Road
P.O. Box 10212
Stamford, CT 06904-2212
USA
Or send us an email at investor.relations@gartner.com.
To get financial information online, visit
investor.gartner.com.
Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
New York, NY 10154
USA
April 18, 2022
Dear Stockholder:
On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2022 Annual Meeting of
Stockholders to be held on Thursday, June 2, 2022, at 10 a.m. Eastern Time, via live audio webcast over the internet at
www.virtualshareholdermeeting.com/IT2022. Stockholders or their legal proxy holders can participate, submit questions, vote,
and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2022 and using a
valid control number. As always, we encourage you to vote your shares prior to the Annual Meeting.
Details of the business to be conducted at the meeting are given in the Notice of Annual Meeting of Stockholders and Proxy
Statement which follow this letter. The 2021 Annual Report to Stockholders is also included with these materials.
We have mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing
instructions on how to access our 2022 Proxy Statement and our 2021 Annual Report to Stockholders, and how to vote online on
the three management Proposals put before you this year. The Notice also includes instructions on how to request a paper or
email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement and Annual Report, and proxy card
or voting instruction card. Stockholders who previously either requested paper copies of the proxy materials or elected to receive
the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.
In addition, by following the e-consent instructions in the proxy card, stockholders may go paperless in future solicitations and
request proxy materials electronically by email on an ongoing basis.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to review the proxy materials and
vote your shares, regardless of the number of shares you hold, as soon as possible. You may vote by proxy over the internet or
by telephone using the instructions provided in the Notice. Alternatively, if you received paper copies of the proxy materials by
mail, you can also vote by following the instructions on the proxy card or voting instruction card. Instructions regarding the three
methods of voting are contained in the Notice, proxy card or voting instruction card.
If you have any questions about the meeting, please contact our Investor Relations Department at (203) 316-6537.
Sincerely,
Eugene A. Hall
Chief Executive Officer
2022 Proxy Statement
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56 Top Gallant Road
Stamford, Connecticut 06902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date:
Thursday, June 2, 2022
Time:
Location:
10:00 a.m. Eastern Time
Attend
the annual meeting online,
www.virtualshareholdermeeting.com/IT2022
including submitting questions and voting, at
Matters To Be Voted On:
(1) Election of eleven members of our Board of Directors;
Record Date:
Proxy Voting:
(2) Approval, on an advisory basis, of the compensation of our named executive officers; and
(3) Ratification of the appointment of KPMG LLP as our independent registered public
accounting firm for the 2022 fiscal year.
April 7, 2022 – You are eligible to vote if you were a stockholder of record on this date.
You may vote by internet, telephone or mail, regardless of whether you plan to participate in the
Annual Meeting. As always, we recommend voting in advance. Please refer to the section
entitled “Information Concerning Proxy Materials and the Voting of Proxies – How Can You
Vote?” on page 48 of the Proxy Statement for a description of how to vote.
To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2022. Online check-in will be
available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on April 7,
2022, the Record Date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting,
including to vote, ask questions, and view the list of registered stockholders as of the Record Date during the Annual Meeting,
stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/IT2022, enter the 16-digit
control number found on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”), and follow the
instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you
may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the
annual meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who
hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual
Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. For more
information about how to attend the Annual Meeting online, please see “Information Concerning Proxy Materials and the Voting
of Proxies – How Can I Participate in the 2022 Annual Stockholders’ Meeting?” on page 46 of the Proxy Statement.
In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to
satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware
General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the
meeting at 10:30 a.m. Eastern Time on the date specified above and at the location specified above solely for the purpose of
adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under
either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the
company’s website at https://investor.gartner.com.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on
June 2, 2022: We are making this Notice of Annual Meeting, this Proxy Statement and our 2021 Annual Report available
on the Internet at www.proxyvote.com and mailing copies of these Proxy Materials to certain stockholders on or about
April 18, 2022. Stockholders of record at the close of business on April 7, 2022 are entitled to notice of, and to vote at,
the Annual Meeting.
By Order of the Board of Directors,
Jules Kaufman
Secretary
Stamford, Connecticut
April 18, 2022
2022 Proxy Statement
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TABLE OF CONTENTS
GENERAL INFORMATION
The Annual Meeting and Proposals ......................
THE BOARD OF DIRECTORS
General Information About Our Board of
Directors ...............................................................
Director Skills, Experience and Expertise ............
Majority Vote Standard ............................................
Compensation of Directors .....................................
Director Compensation Table ................................
Director Stock Ownership and Holding Period
Guidelines ............................................................
CORPORATE GOVERNANCE
Board Principles and Practices ..............................
Director Independence ............................................
Board Leadership Structure ...................................
Risk Oversight ..........................................................
Management Succession Planning ......................
Human Capital Management .................................
Board and Committee Meetings and Annual
Meeting Attendance ..........................................
Committees Generally and Charters ....................
Audit Committee ......................................................
Compensation Committee ......................................
Governance/Nominating Committee ....................
Code of Ethics and Code of Conduct ...................
PROPOSAL ONE: ELECTION OF DIRECTORS
1
2
5
5
6
7
7
8
8
9
9
10
10
10
10
11
12
13
13
COMPENSATION COMMITTEE REPORT .............
COMPENSATION TABLES AND NARRATIVE
DISCLOSURES
Summary Compensation Table .............................
Other Compensation Table ....................................
Grants of Plan-Based Awards Table .....................
Certain Employment Agreements with
Executive Officers ...............................................
Outstanding Equity Awards at Fiscal Year-End
Table .....................................................................
Option Exercises and Stock Vested Table ...........
Non-Qualified Deferred Compensation Table .....
Potential Payments upon Termination or
Change in Control .............................................
Pay Ratio ...................................................................
Equity Compensation Plan Information ................
PROPOSAL TWO: APPROVAL, ON AN
ADVISORY BASIS, OF THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS ......................................
PROPOSAL THREE: RATIFICATION OF
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Principal Accountant Fees and Services ..............
Audit Committee Report .........................................
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Nominees for Election to the Board of Directors
14
TRANSACTIONS WITH RELATED PERSONS .....
EXECUTIVE OFFICERS
PROXY AND VOTING INFORMATION
General Information about our Current
Executive Officers ...............................................
15
COMPENSATION DISCUSSION & ANALYSIS
Executive Summary ................................................
Compensation Setting Process for 2021 .............
Other Compensation Policies and Information ...
Executive Stock Ownership and Holding
Period Guidelines ..........................................
Clawback Policy ..................................................
Hedging and Pledging Policies ........................
Accounting and Tax Impact ...............................
17
19
26
26
26
26
26
Information Concerning Proxy Materials and
the Voting of Proxies ..........................................
Stockholder Communications ................................
Available Information ...............................................
Process for Submission of Stockholder
Proposals for our 2023 Annual Meeting ..........
Annual Report ..........................................................
27
28
28
29
30
33
35
35
36
38
39
40
41
42
43
45
46
49
49
50
50
2022 Proxy Statement
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56 Top Gallant Road
Stamford, Connecticut 06902
www.virtualshareholdermeeting.com/IT2022
_______________________
PROXY STATEMENT
_______________________
For the Annual Meeting of Stockholders to be held on June 2, 2022
GENERAL INFORMATION
The Annual Meeting and Proposals
The 2022 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, June 2, 2022, at 10:00 a.m. Eastern
Time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and described in greater
detail below. This Proxy Statement and form of proxy, together with our 2021 Annual Report to Stockholders, are being
furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and any
adjournment of the meeting, and are first being made available to our stockholders on or around April 18, 2022. We will
refer to our company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The three proposals to be
considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:
•
•
•
Election of eleven (11) nominees to our Board of Directors;
Approval, on an advisory basis, of the compensation of our named executive officers; and
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the
2022 fiscal year.
Management does not intend to present any other items of business and is not aware of any matters other than those set
forth in this Proxy Statement for action at the 2022 Annual Meeting of Stockholders. However, if any other matters properly
come before the Annual Meeting, the persons designated by the Company as proxies may vote the shares of common
stock (“Common Stock”) they represent in their discretion.
The 2022 Annual Meeting of Stockholders will be held in a virtual meeting format only, on the above date and time, via live
audio webcast. Stockholders or their legal proxy holders can participate, submit questions, vote, and examine our
stockholder list at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2022 and using a valid
control number. For more information about how to attend the Annual Meeting online, please see “Information Concerning
Proxy Materials and the Voting of Proxies – How Can I Participate in the 2022 Annual Stockholders’ Meeting?” on page 46
of the Proxy Statement. As always, we encourage you to vote your shares prior to the Annual Meeting.
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical or current facts,
including statements regarding our plans and goals, made in this document are forward-looking. We use words such as anticipates,
believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect
management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks
and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021
Annual Report on Form 10-K.
Forward-looking and other statements in this proxy statement regarding our environmental, social, governance (“ESG”) and other
sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be
disclosed in our filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking ESG and
sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and
processes that continue to evolve, and assumptions that are subject to change in the future.
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not
incorporated by reference into this document.
2022 Proxy Statement
1
THE BOARD OF DIRECTORS
General Information about our Board of Directors
Our Board of Directors of Gartner, Inc. (the “Board”) currently has eleven directors who serve for annual terms. Our CEO,
Eugene A. Hall, has an employment agreement with the Company that obligates the Company to include him on the slate
of nominees to be elected to our Board during the term of the agreement. See Executive Compensation – Certain
Employment Agreements with Executive Officers – Mr. Hall below. There are no other arrangements between any director
or nominee and any other person pursuant to which the director or nominee was selected. None of our directors or
executive officers is related to another director or executive officer by blood, marriage or adoption.
Each member of our Board has been nominated for election at the 2022 Annual Meeting. See Proposal One – Election of
Directors on page 14. In July 2021, Diana Ferguson was appointed to the Board for a term expiring at the 2022 Annual
Meeting and has been recommended for election. Set forth below are the name, age, principal occupation for the last five
years, public company board experience, selected additional biographical information and period of service as a director
of the Company of each director, as well as a summary of each director’s experience, qualifications and background
which, among other factors, support their respective qualifications to continue to serve on our Board.
Peter E. Bisson, 64,
director since 2016
Richard J. Bressler, 64,
director since 2006
Mr. Bisson retired from McKinsey & Company, a global management consulting business,
in 2016 where he last served as Director and Global Leader of the High Tech Practice.
Mr. Bisson held a number of other leadership positions at McKinsey & Company, including
chair of its knowledge committee, which guides the firm’s knowledge investment and
communication strategies, member of the firm’s shareholders committee, and leader of the
firm’s strategy and telecommunications practices. In more than 30 years at McKinsey &
Company, Mr. Bisson advised a variety of multinational public companies in the technology-
based products and services industry. Mr. Bisson is also a director of Automatic Data
Processing, Inc.
Mr. Bisson’s experience includes advising clients on corporate strategy and M&A, design
and execution of performance improvement programs and marketing and technology
development, which qualifies him to serve as a director.
Mr. Bressler is President, Chief Operating Officer and Chief Financial Officer of
iHeartMedia, Inc., a mass media company. iHeartMedia, Inc. filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code in March 2018 and emerged from
bankruptcy in May 2019.
From July 2013 to April 2019, Mr. Bressler also served as the Chief Financial Officer of
Clear Channel Outdoor Holdings, Inc., an outdoor advertising company. Prior to joining
iHeartMedia, he served as Managing Director of Thomas H. Lee Partners, L.P., a Boston-
based private equity firm, from 2006 to July 2013. He joined Thomas H. Lee Partners from
his role as Senior Executive Vice President and Chief Financial Officer of Viacom Inc.,
where he managed all strategic, financial, business development and technology functions.
Mr. Bressler has also served in various capacities with Time Warner Inc., including
Chairman and Chief Executive Officer of Time Warner Digital Media and Executive Vice
President and Chief Financial Officer of Time Warner Inc. Prior to joining Time Inc., he was
a partner with the accounting firm of Ernst & Young. Mr. Bressler is currently a director of
iHeartMedia, Inc., and a former director of The Nielsen Company B.V. and Warner Music
Group Corp.
Mr. Bressler qualifies as an audit committee financial expert, and his extensive financial and
operational roles at large U.S. public companies bring a wealth of management, financial,
accounting and professional expertise to our Board and Audit Committee.
2022 Proxy Statement
2
Raul E. Cesan, 74,
director since 2012
Karen E. Dykstra, 63,
director since 2007
Diana S. Ferguson, 59,
director since 2021
Anne Sutherland
Fuchs, 74, director
since 1999
The Board of Directors
Mr. Cesan is the Founder and Managing Partner of Commercial Worldwide LLC, an
investment firm. Prior thereto, he spent 25 years at Schering-Plough Corporation, serving in
various capacities of substantial responsibility: the President and Chief Operating Officer
(from 1998 to 2001); Executive Vice President of Schering-Plough Corporation and
President of Schering-Plough Pharmaceuticals (from 1994 to 1998); President of Schering
Laboratories, U.S. Pharmaceutical Operations (from 1992 to 1994); and President of
Schering – Plough International (from 1988 to 1992). Mr. Cesan was also a director of The
New York Times Company until April 2018.
Mr. Cesan’s extensive operational and international experiences provide valuable guidance
to our Board and Compensation Committee.
Ms. Dykstra served as Chief Financial and Administrative Officer from November 2013 to
July 2015, and as Chief Financial Officer from September 2012 to November 2013, of AOL,
Inc., an online service provider. From January 2007 until December 2010, Ms. Dykstra was
a Partner of Plainfield Asset Management LLC (“Plainfield”), and she served as Chief
Operating Officer and Chief Financial Officer of Plainfield Direct LLC, Plainfield’s business
development company, from May 2006 to 2010, and as a director from 2007 to 2010. Prior
thereto, she spent over 25 years with Automatic Data Processing, Inc., serving most
recently as Chief Financial Officer from January 2003 to May 2006, and prior thereto as
Vice President – Finance, Corporate Controller and in other capacities. Ms. Dykstra is a
director of VMware, Inc. and a former director of Crane Co., AOL, Inc. and Boston
Properties, Inc.
Ms. Dykstra qualifies as an audit committee financial expert, and her extensive
management, financial, accounting and oversight experience provide important expertise to
our Board and Audit Committee.
Diana S. Ferguson is the founder and principal of Scarlett Investments, LLC, an investment
and advisory company for middle-market consumer products businesses founded in 2013.
From 2015 to 2020, she served as CFO of Cleveland Avenue, LLC, a venture capital
investment company. Previously, Ms. Ferguson also served as CFO of the Chicago Board
of Education; senior vice president and CFO at The Folgers Coffee Company; and
executive vice president and CFO of Merisant Worldwide, Inc., a manufacturer of
sweetener products. Ms. Ferguson currently serves as a director of Mattel, Inc. and Sally
Beauty Holdings, Inc. Ms. Ferguson is a former director of Frontier Communications
Corporation, TreeHouse Foods, Inc. and Invacare Corporation.
Ms. Ferguson brings extensive financial and public company director experience to the
Board.
Ms. Fuchs served as Group President, Growth Brands Division, Digital Ventures, a division
of J.C. Penney Company, Inc., from November 2010 until April 2012. She also served as
Chair of the Commission on Women’s Issues for New York City during the Bloomberg
Administration, a position she held from 2002 through 2013. Previously, Ms. Fuchs served
as a consultant to companies on branding and digital initiatives, and as a senior executive
with operational responsibility at LVMH Moët Hennessy Louis Vuitton, Phillips de Pury &
Luxembourg and several publishing companies, including Hearst Corporation, Conde Nast,
Hachette and CBS. Ms. Fuchs is also a director of Pitney Bowes Inc.
Ms. Fuchs’ executive management, content and branding skills plus operations expertise,
her knowledge of government operations and government partnerships with the private
sector, and her keen interest and knowledge of diversity, governance and executive
compensation matters provide important perspective to our Board and its Governance and
Compensation Committees.
2022 Proxy Statement
3
The Board of Directors
William O. Grabe, 83,
director since 1993
Eugene A. Hall, 65,
director since 2004
Stephen G. Pagliuca,
67, director since 1990
(except for six months
in 2009 when he
entered the U.S. Senate
race for Massachusetts)
Eileen M. Serra, 67,
director since 2017
James C. Smith, 81,
director since 2002 and
Chairman of the Board
since 2004
Mr. Grabe is an Advisory Director of General Atlantic LLC, a global private equity firm. Prior
to joining General Atlantic in 1992, Mr. Grabe was a Vice President and Corporate Officer of
IBM Corporation. Mr. Grabe is presently a director of Lenovo Group Limited. He is a former
director of Infotech Enterprises Limited, Compuware Corporation, Patni Computer Systems
Ltd. (now known as iGate Computer Systems Limited), Covisint Corporation and QTS
Realty Trust Inc. Mr. Grabe is also a trustee of the Nature Conservatory in Florida and the
NYU Entrepreneurial Institute, as well as a member of the Board of Grand Canyon Trust
and the UCLA Anderson School of Management Board of Visitors.
Mr. Grabe’s extensive senior executive experience, his knowledge of business operations
and his vast knowledge of the global information technology industry have made him a
valued member of the Board and Governance Committee.
Mr. Hall is the Chief Executive Officer of Gartner. Prior to joining Gartner as Chief Executive
Officer in 2004, Mr. Hall was a senior executive at Automatic Data Processing, Inc., a
Fortune 500 global technology and services company, serving most recently as President,
Employers Services Major Accounts Division, a provider of human resources and payroll
services. Prior to joining ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company,
most recently as Director.
As Gartner’s CEO, Mr. Hall is responsible for developing and executing on the Company’s
operating plan and business strategies in consultation with the Board of Directors and for
driving Gartner’s business and financial performance and is the sole management
representative on the Board.
Mr. Pagliuca is a Managing Director of Bain Capital Private Equity, LP, a global private
equity firm, and Co-Chairman of Bain Capital, L.P. He is also a Managing Partner and an
owner of the Boston Celtics basketball franchise. Mr. Pagliuca joined Bain & Company in
1982, and founded the Information Partners private equity fund for Bain Capital in 1989.
Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and international tax
specialist for Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca is a former
director of Kioxia Holdings Corporation, Burger King Holdings, Inc., HCA, Inc. (Hospital
Corporation of America), Quintiles Transnational Corporation, Warner Chilcott PLC, the
Weather Company and Axis Bank, Ltd. He currently serves on the Board of Directors of II-
VI Incorporated and Virgin Voyages.
Mr. Pagliuca has deep subject matter knowledge of Gartner’s history, the development of its
business model and the global information technology industry, as well as financial and
accounting matters.
Ms. Serra retired from JPMorgan Chase & Co., an international financial services company,
in February 2018, where she last served as a Senior Advisor focusing on strategic growth
initiatives across Chase Consumer and Community Banking businesses. From 2012 to
2016, she served as the CEO of Chase Card Services. Prior to joining Chase Card
Services in 2006, Ms. Serra was a Managing Director at Merrill Lynch. She was a Senior
Vice President at American Express and a partner at McKinsey & Company earlier in her
career. Ms. Serra is a former director of Seven Oaks Acquisition Corp. She is currently a
director of Capital One Financial Corporation and Boxed, Inc.
Ms. Serra has extensive operational and management experience, having held senior
positions at some of the world’s largest companies, which allows her to provide valuable
guidance to our Board.
Mr. Smith was Chairman of the Board of First Health Group Corp., a national health benefits
company until its sale in 2004. He also served as First Health’s Chief Executive Officer from
January 1984 through January 2002 and President from January 1984 to January 2001.
Mr. Smith’s long-time expertise and experience as the founder, senior-most executive and
chairman of the board of a successful large public company provides a unique perspective
and insight into management and operational issues faced by the Board, Audit Committee
and our CEO. This experience, coupled with Mr. Smith’s personal leadership qualities,
qualify him to continue to serve as Chairman of the Board.
2022 Proxy Statement
4
The Board of Directors
Director Skills, Experience and Expertise
The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and
skills possessed by one or more of Gartner’s directors, because of their particular relevance to the Company’s business
and structure. The following matrix does not encompass all the experience, qualifications, attributes or skills of our
directors.
Bisson Bressler Cesan
Dykstra Ferguson
Fuchs
Grabe
Hall
Pagliuca
Serra
Smith
Total
✓
✓
✓
✓
✓
✓
✓
✓
Industry
Experience
Technology
Public Company
Boards
International
Leadership
Corporate
Governance
Accounting
Capital Markets
Executive
Compensation
Strategic Planning/
Business
Development/ M&A
Operations
Sales & Marketing
Gender Diversity
Racial/Ethnic
Diversity
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
5
5
10
10
11
5
6
4
9
11
11
5
4
2
4 female directors
2 ethnically diverse directors
45% of our Board members are ethnically or gender diverse
10 of 11 independent director nominees
Board Committees consist of only independent directors
Majority Vote Standard
The Company has adopted a majority vote standard for the election of directors which provides that a nominee must
receive more FOR votes than AGAINST votes for election as a director. Should a nominee fail to achieve this threshold,
the nominee must immediately tender his or her resignation to the Board. The Nominating and Governance Committee
will then recommend to the Board whether to accept or reject the tendered resignation, and the Board, in its discretion, will
2022 Proxy Statement
5
The Board of Directors
consider and act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within
90 days from the date of the certification of the election results.
Compensation of Directors
The Compensation Committee, in consultation with the Governance Committee, reviews all forms of independent director
compensation and approves changes, when appropriate. The Compensation and Governance Committees are supported
in this review by Exequity, LLP. The review examines director compensation in relation to two comparator groups: Peer
Group and General Industry Reference Group. The Peer Group includes the same companies used to benchmark
executive pay. The General Industry Reference Group includes 100 companies with median revenues similar to that of
Gartner. Regular review of the director compensation program ensures that the director compensation is reasonable and
reflects a mainstream approach to the structure of the compensation components and the method of delivery. Director
compensation is primarily reviewed in relation to the Peer Group. Director compensation in 2021 was determined to
approximate the median of the Peer Group, and as such, no changes were made to director compensation. The section
that follows describes the current director compensation program and components.
Directors who are also employees receive no fees for their services as directors. Non-management directors are
reimbursed for their meeting attendance expenses and receive the following compensation for their service as director:
Annual Director
Retainer Fee:
Annual Committee
Chair Fee:
Annual Committee
Member Fee:
Annual Equity Grant:
$60,000 per director and an additional $100,000 for our non-executive Chairman of the
Board, payable in arrears in four equal quarterly instalments, on the first business day of
each quarter. These amounts are paid in common stock equivalents (“CSEs”) granted
under the Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”), except that a
director may elect to receive up to 50% of this fee in cash. The CSEs convert into Common
Stock on the date the director’s continuous status as a director terminates, unless the
director elects accelerated release as provided in the 2014 Plan. The number of CSEs
awarded is determined by dividing the aggregate director fees owed for a quarter (other
than any amount payable in cash) by the closing price of the Common Stock on the first
business day following the close of that quarter.
$10,000 for the chair of our Governance Committee and $15,000 for the chairs of our Audit
and Compensation Committees. Amounts are payable in the same manner as the Annual
Director Retainer Fee.
$7,500 for our Governance Committee members, $10,000 for our Compensation
Committee members and $15,000 for our Audit Committee members. Committee chairs
receive both a committee chair fee and a committee member fee. Amounts are payable in
the same manner as the Annual Director Retainer Fee.
$240,000 in value of restricted stock units (“RSUs”), awarded annually on the date of the
Annual Meeting. The number of RSUs awarded is determined by dividing $240,000 by the
closing price of the Common Stock on the award date. The RSUs vest one year after grant
subject to continued service as director through that date; release may be deferred beyond
the vesting date at the director’s election.
2022 Proxy Statement
6
Director Compensation Table
This table sets forth compensation earned or paid in cash, and the grant date fair value of equity awards made, to our
non-management directors on account of services rendered as a director in 2021. Mr. Hall receives no additional
compensation for service as director.
The Board of Directors
Name
Peter E. Bisson
Richard J. Bressler
Raul E. Cesan
Karen E. Dykstra
Diana S. Ferguson
Anne Sutherland Fuchs
William O. Grabe
Stephen G. Pagliuca
Eileen M. Serra
James C. Smith
Fees
Earned Or Paid
($)(1)
67,330
89,969
69,645
75,133
25,543
92,765
77,275
60,023
69,645
175,118
Stock
Awards
($)(2)(3)
239,798
239,798
239,798
239,798
203,689
239,798
239,798
239,798
239,798
239,798
Total
($)
307,129
329,767
309,444
314,931
229,232
332,563
317,073
299,821
309,444
414,916
(1) Includes amounts earned in 2021 and paid in cash and/or CSEs on account of the Annual Director Retainer
Fee, Annual Committee Chair Fee and/or Annual Committee Member Fee, described above. Does not include
reimbursement for meeting attendance expenses. For Ms. Ferguson, represents the pro rata Annual Director
Retainer Fee from July 29, 2021, the date of her appointment to the Board.
(2) Except for Ms. Ferguson, represents the grant date value of an annual equity award computed in accordance
with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,
consisting of 1,029 RSUs that vest on June 3, 2022, one year from the date of the 2021 Annual Meeting (unless
deferred release was elected), subject to continued service through that date. The number of RSUs awarded
was calculated by dividing $240,000 by the price of our Common Stock on June 3, 2021 ($233.04) (rounded
down to the nearest whole number).
(3) For Ms. Ferguson, represents the grant date value of an annual equity award computed in accordance with
FASB ASC Topic 718, consisting of 660 RSUs that will vest on June 3, 2022, one year from the date of the 2021
Annual Meeting, subject to continued service through the date. The number of RSUs awarded was calculated
by dividing $203,835 ($240,000 pro-rated from July 29, 2021, the date of her appointment to the Board, to June
3, 2022) by the price of our Common Stock on August 16, 2021 ($308.62), the date of grant (rounded down to
the nearest whole number).
Director Stock Ownership and Holding Period Guidelines
The Board believes directors should have a financial interest in the Company. Accordingly, each director is required to
hold shares of Gartner common stock with a value of not less than five (5) times the Annual Director Retainer Fee
($60,000). Directors are required to achieve the guideline within three years of joining the Board. In the event a director
has not satisfied the guideline within such three-year period, he/she will be required to hold 50% of net after-tax shares
received from the Company either in the form of equity awards or released CSEs until the guideline is achieved. We
permit directors to apply deferred and unvested equity awards towards satisfying these requirements. As of December 31,
2021, all our directors were in compliance with these guidelines.
2022 Proxy Statement
7
CORPORATE GOVERNANCE
Gartner is committed to maintaining strong corporate governance practices.
Corporate Governance Highlights:
➣
➣
➣
➣
➣
➣
➣
➣
➣
➣
➣
➣
➣
Independent Chairman of the Board
Majority voting for directors
Annual election of directors
Annual Board and Committee performance evaluation
Executive sessions after Board and Committee meetings
10 out of 11 directors are independent
4 out of 11 directors are women
2 out of 11 directors identifies as racially/ethnically diverse
Fully independent Board committees
Annual director affirmation of compliance with Code of Conduct
Annual director evaluation of CEO
Annual review of director compensation by the Compensation Committee
Independent compensation consultant
Board Principles and Practices
Our Board Principles and Practices (the “Board Guidelines”) are reviewed annually and revised in light of legal, regulatory
or other developments, as well as emerging best practices, by our Governance Committee and Board. The Board
Guidelines, which are posted on https://investor.gartner.com, describe the Board’s responsibilities, its role in strategic
development and other matters, discussed below.
Director Independence
Our Board Guidelines require that our Board be comprised of a majority of directors who meet the criteria for
independence from management set forth by the New York Stock Exchange (the “NYSE”) in its corporate governance
listing standards.
Our committee charters likewise require that our standing Audit, Compensation and Governance/Nominating Committees
be comprised only of independent directors. Additionally, the Audit Committee members must be independent under
Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee
members must be independent under Rule 16b-3 promulgated under the Exchange Act as well as applicable NYSE
corporate governance listing standards, and they must qualify as outside directors under regulations promulgated under
Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).
Utilizing all of these criteria, as well as all relevant facts and circumstances, the Board annually assesses the
independence from management of all non-management directors and committee members by reviewing the commercial,
financial, familial, employment and other relationships between each director and the Company, its auditors and other
companies that do business with Gartner. Because of our worldwide reach, it is not unusual for Gartner to engage in
ordinary course of business transactions involving the sale of research or consulting services with entities affiliated with
one of our directors, or their immediate family members. The Board considered these transactions in determining director
independence and determined that such transactions did not impair any director’s independence.
After analysis and recommendation by the Governance Committee, the Board determined that:
•
all non-management directors who served during the 2021 fiscal year (Peter Bisson, Richard Bressler,
Raul Cesan, Karen Dykstra, Diana Ferguson, Anne Sutherland Fuchs, William Grabe, Stephen
Pagliuca, Eileen Serra and James Smith) are independent under the NYSE listing standards;
2022 Proxy Statement
8
•
•
our Audit Committee members (Ms. Dykstra and Messrs. Bressler and Smith) are independent under
the criteria set forth in Section 10A-3 of the Exchange Act; and
our Compensation Committee members (Mr. Cesan and Mses. Fuchs and Serra) are independent
under the criteria set forth in Exchange Act Rule 16b-3 as well as under applicable NYSE corporate
governance listing standards, and qualify as “outside directors” under Code Section 162(m) regulations.
Corporate Governance
Board Leadership Structure
The leadership of our Board rests with our independent Chairman of the Board, Mr. James C. Smith. Gartner believes that
the separation of functions between the CEO and Chairman of the Board provides independent leadership of the Board in
the exercise of its management oversight responsibilities, increases the accountability of the CEO and creates
transparency in the relationship among executive management, the Board of Directors and stockholders. Additionally, in
view of Mr. Smith’s extensive experience as a chief executive officer of a major corporation, he is able to provide an
independent point of view to our CEO on important management and operational issues.
Risk Oversight
The Board of Directors, together with management, oversees risk (including cybersecurity risk) at Gartner. The Board
exercises its oversight both directly and through its committees. Each committee keeps the Board informed of its oversight
efforts through regular reporting to the full Board by the committee chairpersons. The Company’s strategic objectives and
activities are presented by executive management to the Board and approved annually and more frequently as necessary.
The Board and/or Audit Committee receives quarterly updates on cybersecurity matters from the Company’s Chief
Information Officer. In addition, the Board and/or the Governance Committee receives quarterly updates on Gartner’s
approach and progress on ESG matters. The Risk (Internal Audit) function reports directly to the Audit Committee and
provides quarterly reports to the committee. The committee reviews the results of the internal audit annual risk
assessment and the proposed internal audit plan. Subsequent quarterly meetings include an update on ongoing internal
audit activities, including results of audits and any changes to the audit plan. Risk also meets with the Audit Committee in
executive session on a quarterly basis.
The General Counsel, who serves as Chief Compliance Officer, also reports directly to the Audit Committee on a quarterly
basis concerning the effectiveness and status of the Company’s legal and ethical compliance program and initiatives,
hotline activities and litigation matters.
The Company maintains internal controls and procedures over financial reporting, as well as enterprise wide internal
controls, which are updated and tested annually by management and our independent registered public accounting firm.
Any internal control deficiencies and the status of remediation efforts as well as any findings of the Disclosure Controls
Committee are reported to the Audit Committee on a quarterly basis.
COVID-19 Risk Oversight
Our Board has been actively overseeing the Company’s critical work in the ongoing COVID-19 pandemic, including
regular updates from and discussions with the Company’s executives on the impact to the Company’s associates,
operations and clients. The Board’s review and discussion around this ongoing crisis spans a broad range of matters,
including protecting the health and safety of our employees and clients, providing COVID-related research to our clients
and evaluating the impact of the pandemic on strategy, operations, liquidity and financial matters.
Risk Assessment of Compensation Policies and Practices
Management conducts an annual risk assessment of the Company’s compensation policies and practices, including all
executive, non-executive and business unit compensation policies and practices, as well as the variable compensation
policies applicable to our global sales force. The results of this assessment are reported to the Compensation Committee.
For 2021, management concluded, and the Compensation Committee agreed, that no Company compensation policies
and practices created risks that were reasonably likely to have a material adverse effect on the Company.
2022 Proxy Statement
9
Corporate Governance
Management Succession Planning
Succession planning is one of the Board’s most critical functions—to develop leaders who will successfully build the
Company’s business. The Board and the Governance/Nominating Committee regularly review and discuss management
development and succession plans for the Chief Executive Officer and his direct reports. This review includes an
assessment of senior executives and their potential as successor to the Chief Executive Officer.
Human Capital Management
The Compensation Committee is responsible for overseeing human capital management at Gartner and, at least annually,
reviews the Company’s strategies, initiatives and programs related to human capital management, including with respect
to matters such as talent recruitment, development and retention, and our commitments and progress on inclusion and
diversity and employee engagement. During 2021, the Board and its Committees also reviewed and discussed with
management the impact of COVID-19 on Gartner’s employees, clients, and business, and management’s strategies and
initiatives designed to protect the health and safety of our employees, clients and the communities in which we operate.
For additional information about our environmental, social and governance strategies, programs and initiatives, including
human capital management matters, please review our Corporate Responsibility Report located on our website at
www.gartner.com, under the “Corporate Responsibilities” link in the “About” tab.
Board and Committee Meetings and Annual Meeting Attendance
Our Board held five meetings in 2021. During 2021, all our directors attended at least 75% of the Board and committee
meetings held during the periods in which such director served as a director and/or committee member. At each regular
quarterly Board and committee meeting, time is set aside for the non-management directors to meet in executive session
without management present. Mr. James C. Smith, our non-executive Chairman of the Board, presides over the executive
sessions at the Board meetings, and each committee chairperson presides over the executive sessions at their respective
committee meetings. Directors are not required, but are invited, to attend the Annual Meeting of Stockholders. In 2021,
Mr. Hall and other executive officers of the Company attended the 2021 Annual Meeting of Stockholders.
Committees Generally and Charters
As noted above, our Board has three standing committees: Audit, Compensation and Governance/Nominating, and all
committee members have been determined by our Board to be independent under applicable standards. Our Board has
approved a written charter for each standing committee, which is reviewed annually and revised as appropriate. The table
below provides information for each Board committee in 2021:
Name
Audit
Compensation
Governance/Nominating
Peter E. Bisson
Richard J. Bressler
Raul E. Cesan
Karen E. Dykstra
Diana S. Ferguson
Anne Sutherland Fuchs
William O. Grabe
Stephen G. Pagliuca
Eileen M. Serra
James C. Smith
Meetings Held in 2021:
✓ (Chair)
✓
✓
5
✓
✓ (Chair)
✓
7
✓
✓
✓ (Chair)
4
2022 Proxy Statement
10
Corporate Governance
Audit Committee
Our Audit Committee serves as an independent body to assist in Board oversight of:
✓
✓
✓
✓
the integrity of the Company’s financial statements;
the Company’s compliance with legal and regulatory requirements;
the independent registered public accounting firm’s retention, qualifications and independence; and
the Company’s Risk (including cybersecurity risk), Compliance and Internal Audit functions.
Gartner has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act. Our Board has determined that both Ms. Dykstra and Mr. Bressler qualify as audit committee financial
experts, as defined by the rules of the Securities and Exchange Commission (the “SEC”), and that all members have the
requisite accounting or related financial management expertise and are financially literate as required by the NYSE
corporate governance listing standards.
Additionally, the Audit Committee is directly responsible for the appointment, compensation and oversight of our
independent registered public accounting firm, KPMG; approves the engagement letter describing the scope of the annual
audit; approves fees for audit and non-audit services; provides an open avenue of communication among the independent
registered public accounting firm, the Risk and Internal Audit functions, management and the Board; resolves
disagreements, if any, between management and the independent registered public accounting firm regarding financial
reporting for the purpose of issuing an audit report in connection with our financial statements and our internal control over
financial reporting; and prepares the Audit Committee Report required by the SEC and included in this Proxy Statement
on page 42 below.
The independent registered public accounting firm reports directly to the Audit Committee. By meeting with the
independent registered public accounting firm, the internal auditor, and operating and financial management personnel,
the Audit Committee oversees matters relating to accounting standards, policies and practices, any changes thereto and
the effects of any changes on our financial statements, financial reporting practices and the quality and adequacy of
internal controls. Additionally, our internal audit and compliance functions report directly to the Audit Committee. After each
Audit Committee meeting, the Committee meets separately with the CFO, the Chief Compliance Officer, the internal
auditor and the independent registered public accounting firm without management present.
The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous
submission by employees of concerns regarding questionable accounting or auditing matters. A toll-free phone number
and web-submission form, in local language, managed by a third party is available for confidential and anonymous
submission of concerns relating to accounting, auditing and illegal or unethical matters, as well as alleged violations of
law, Gartner’s Code of Conduct or any other policies. All submissions to the hotline are reported to the General Counsel
and Chief Compliance Officer (or designee, who determines the mode of investigation), the internal auditor and the Audit
Committee at each regular meeting. The General counsel, as the Company’s Chief Compliance Officer, and his designees
provide quarterly reports to the Audit Committee on ethics and compliance matters. The Audit Committee has the power
and funding to retain independent counsel and other advisors as it deems necessary to carry out its duties.
2022 Proxy Statement
11
Corporate Governance
Compensation Committee
Our Compensation Committee has responsibility for:
✓
✓
✓
✓
✓
✓
✓
✓
administering and approving all elements of compensation for the Chief Executive Officer
and other executive officers;
approving, by direct action or through delegation, all equity awards, grants, and related
actions under the provisions of our equity plan, and administering the plan;
participating in the evaluation of CEO and other executive officer performance (with the input
and oversight of the Governance/Nominating Committee and the Chairman of the Board);
approving the peer group used for executive compensation benchmarking purposes;
evaluating the independence of all compensation committee advisers;
providing oversight in connection with company-wide compensation programs;
approving the form and amount of director compensation in consultation with the
Governance/Nominating Committee; and
reviewing the Company’s strategies initiatives and programs related to human capital
management.
The Compensation Committee reviewed and approved the Compensation Discussion and Analysis contained in this Proxy
Statement, recommended its inclusion herein (and in our 2021 Annual Report on Form 10-K) and issued the related report
to stockholders as required by the SEC (see Compensation Committee Report on page 27 below).
Exequity, LLP (“Exequity”) was retained by the Compensation Committee to provide information, analyses and advice to
the Committee during various stages of 2021 executive compensation planning. Exequity reports directly to the
Compensation Committee chair. In the course of conducting its activities, Exequity attended meetings of the
Compensation Committee and briefed the Committee on executive compensation trends generally.
The Compensation Committee has assessed the independence of Exequity and has concluded that Exequity is
independent and that its retention presents no conflicts of interest either to the Committee or the Company.
Final decisions with respect to determining the amount or form of executive compensation under the Company’s executive
compensation programs are made by the Compensation Committee alone and may reflect factors and considerations
other than the information and advice provided by its consultants. Please refer to the Compensation Discussion &
Analysis beginning on page 17 for a more detailed discussion of the Compensation Committee’s activities with respect to
executive compensation.
Compensation Committee Interlocks and Insider Participation. During 2021, no member of the Compensation Committee
served as an officer or employee of the Company, was formerly an officer of the Company or had any relationship with the
Company required to be disclosed under Transactions with Related Persons below. Additionally, during 2021, no
executive officer of the Company: (i) served as a member of the compensation committee (or full board in the absence of
such a committee) or as a director of another entity, one of whose executive officers served on our Compensation
Committee; or (ii) served as a member of the compensation committee (or full board in the absence of such a committee)
of another entity, one of whose executive officers served on our Board.
2022 Proxy Statement
12
Corporate Governance
Governance/Nominating Committee
Our Governance/Nominating Committee (the “Governance Committee”) has responsibility for:
✓
✓
✓
✓
✓
✓
✓
✓
✓
the size, composition and organization of our Board;
the independence of directors and committee members under applicable standards;
our corporate governance policies, including our Board Principles and Practices;
the criteria for directors and the selection of nominees for election to the Board;
committee assignments;
assisting the Compensation Committee in determining the form and amount of director compensation;
the performance evaluation of our CEO and management succession planning;
the annual Board and Committee performance evaluations; and
oversight and review of our environmental, social and governance priorities and initiatives.
While the Governance/Nominating Committee has not specified minimum qualifications for candidates it recommends, it
will consider the qualifications, skills, expertise, qualities, diversity, age, gender, availability and experience of all
candidates that are presented for consideration. The Board assesses its effectiveness in this regard as part of the annual
Board and director evaluation process. At the present time, four of our eleven directors are women, and two of our eleven
directors identify as racially/ethnically diverse. The Board utilizes a concept of diversity that extends beyond race, gender
and national origin to encompass the viewpoints, professional experience and other individual qualities and attributes of
candidates that will enable the Board to select candidates who are best able to carry out the Board’s responsibilities and
complement the mix of talent and experience represented on the Board. In connection with its annual evaluation, the
Board considers the appropriateness of the qualifications of existing directors given then current needs.
Candidates for Board nomination may be brought to the attention of the Governance Committee by current Board
members, management, stockholders or other persons. Spencer Stuart, a third-party search firm, initially recommended
Ms. Ferguson as a prospective Board member. All potential new candidates are fully evaluated by the Governance
Committee using the criteria described above, and then considered by the entire Board for nomination.
Director Candidates submitted by Stockholders: Stockholders wishing to recommend director candidates for consideration
by the Governance Committee may do so by writing to the Chairman of the Governance/Nominating Committee, c/o
Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212, and indicating the
recommended candidate’s name, biographical data, professional experience and any other qualifications. In addition,
stockholders wishing to propose candidates for election must follow our advance notice provisions. See Process for
Submission of Stockholder Proposals for our 2023 Annual Meeting on page 50.
Code of Ethics and Code of Conduct
Gartner has adopted a CEO & CFO Code of Ethics which applies to our CEO, CFO, controller and other financial
managers, and a Global Code of Conduct, which applies to all Gartner officers, directors and employees, wherever
located. Annually, each officer, director and employee affirms compliance with the Global Code of Conduct. See Proxy and
Voting Information—Available Information below.
2022 Proxy Statement
13
PROPOSAL ONE:
ELECTION OF DIRECTORS
Nominees for Election to the Board of Directors
Our Board, acting through the Governance Committee, is responsible for presenting for stockholder consideration each
year a group of nominees that, taken together, has the experience, qualifications, attributes and skills appropriate and
necessary to carry out the duties and responsibilities of, and to function effectively as, the board of directors of Gartner.
The Governance Committee regularly reviews the composition of the Board in light of the needs of the Company, its
assessment of board and committee performance, and the input of stockholders and other key stakeholders. The
Governance Committee looks for certain common characteristics in all nominees, including integrity, strong professional
experience and reputation, a record of achievement, constructive and collegial personal attributes and the ability and
commitment to devote sufficient time and effort to board service. In addition, the Governance Committee seeks to include
on the Board a complementary mix of individuals with diverse backgrounds and skills that will enable the Board as a
whole to effectively manage the array of issues it will confront in furtherance of its duties. These individual qualities can
include matters such as experience in the technology industry; experience managing and operating large public
companies; international operating experience; financial, accounting, executive compensation and capital markets
expertise; and leadership skills and experience.
All of the nominees listed below are incumbent directors who have been nominated by the Governance Committee and
Board for election and have agreed to serve another term. For additional information about the nominees and their
qualifications, please see General Information about our Board of Directors on page 2 above. If any nominee is unable or
declines unexpectedly to stand for election as a director at the Annual Meeting, proxies may be voted for a nominee
designated by the present Board to fill the vacancy. Each person elected as a director will continue to be a director until
the 2023 Annual Meeting of Stockholders or a successor has been elected.
Peter E. Bisson
Richard J. Bressler
Raul E. Cesan
Karen E. Dykstra
Diana S. Ferguson
Anne Sutherland Fuchs
William O. Grabe
Eugene A. Hall
Stephen G. Pagliuca
Eileen M. Serra
James C. Smith
RECOMMENDATION OF OUR BOARD
Our Board unanimously recommends that you vote FOR the election of each of the
eleven nominees to our Board of Directors.
_______________________
2022 Proxy Statement
14
EXECUTIVE OFFICERS
General Information about our Current Executive Officers:
Eugene A. Hall
65
Kenneth Allard
51
Joseph Beck
61
Alwyn Dawkins
56
Michael P. Diliberto
56
Yvonne Genovese
60
Scott Hensel
49
Chief Executive Officer and director since 2004. Prior to joining Gartner as Chief Executive
Officer, he was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global
technology and services company, serving most recently as President, Employers Services
Major Accounts Division, a provider of human resources and payroll services. Prior to joining
ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as Director.
Executive Vice President, Chief Marketing Officer since April 2019. Mr. Allard joined Gartner
as Group Vice President, Consulting in 2017 following the acquisition of L2, Inc., where he was
CEO. Previously, he was a Managing Director at Huge Inc., a full service digital agency, and
held senior leadership positions at research and consulting companies including Edgewater
Technology Inc., Jupiter Media Metrix Inc. and Gartner, where he started his career.
Executive Vice President, Global Technology Sales since November 2017. In his more than
25 years at Gartner, he has served as Senior Vice President, Americas End User Sales and
Managing Vice President. Mr. Beck joined Gartner in 1997 when we acquired Datapro
Information Services. He held sales positions at McGraw-Hill earlier in his career.
Executive Vice President, Global Business Sales since July 2020. Prior to that, he led the
Conferences function from 2008 – 2020. Previously at Gartner, he has served as Group Vice
President, Asia/Pacific Sales, based in Sydney, Australia, and prior thereto, as Group Vice
President, Gartner Events, where he held global responsibility for exhibit and sponsorship sales
across the portfolio of Gartner events. Prior to joining Gartner in 2002, Mr. Dawkins spent ten
years at Richmond Events, culminating in his role as Executive Vice President responsible for
its North American business.
Executive Vice President & Chief Information Officer has been our Chief Information Officer
since May 2016. Previously, he served as CIO at Priceline, a leader in online travel and related
services. Before joining Priceline, he held several senior technology positions at the online
division of News Corp, where he was instrumental in establishing an online presence for News
Corp brands such as Fox News, Fox Sports, TV Guide and Sky Sports, including launching the
first major league baseball website. Previously, he held several leadership positions at Prodigy
Services Company, one of the pioneering consumer-focused online services.
Executive Vice President, Global Product Management since November 2020.
Ms. Genovese has held various roles at Gartner during her 20-year tenure, including most
recently Senior Vice President, Research and Advisory,
the Marketing &
Communications practice. She has also led teams within Gartner’s Technology and Service
Provider and CIO practices. Prior to joining Gartner, Ms. Genovese served as the Chief
Marketing Officer at Mapics, Inc. a global software company, and Worldwide Vice President
Marketing for Marcam, Inc., an enterprise resource planning software company. She began her
career at IBM and held various positions there over her 12-year tenure.
leading
Executive Vice President, Global Services & Delivery since November 2020. Previously, he
served as Executive Vice President, Consulting. Prior to joining Gartner in 2017, he served as
President, Terex Services, Parts and Customer Solutions, at Terex Corporation, a global
manufacturer of lifting and material processing products and services. Previously, he spent 14
years at McKinsey & Company where he was a partner assisting clients in the IT and Advanced
Industries sectors.
2022 Proxy Statement
15
Executive Officers
Claire Herkes
47
Akhil Jain
44
Executive Vice President, Conferences since July 2020. Ms. Herkes joined Gartner in 2005,
where she held various roles of
leadership responsibility across product
management, operations, production and developing emerging markets, most recently as
Senior Vice President, Conference Production. Prior to joining Gartner, Ms. Herkes held the
position of Senior Account Director at George P. Johnson, an event and experience marketing
agency. Ms. Herkes began her career in conferences at The Yankee Group, an independent
technology research and consulting firm.
increasing
Senior Vice President, Consulting since January 2021. Prior to joining Gartner, he was
Senior Vice President at State Street Corporation, a global financial holding company. Mr. Jain
held multiple leadership roles from 2015 to 2021, with responsibility for strategy, growth, and
technology and operational improvement programs. Previously, Mr. Jain spent 10 years at
McKinsey & Company where he was a Partner in their Chicago and Dubai offices.
Jules P. Kaufman
64
Executive Vice President, General Counsel & Secretary since August 2017. Prior to joining
Gartner, he was the Chief Legal Officer and Secretary at Coty Inc., a beauty products
manufacturer, from 2008 through 2016. Previously, he spent 18 years at Colgate-Palmolive, last
serving as General Counsel Europe/South Pacific.
Robin Kranich
51
Craig W. Safian
53
Valentin T. Sribar
53
Executive Vice President & Chief Human Resources Officer has been leading Human
Resources since May 2008. During her more than 27 years at Gartner, she has served as
Senior Vice President, End User Programs; Senior Vice President, Research Operations and
Business Development; Senior Vice President and General Manager of Gartner EXP; Vice
President and Chief of Staff to Gartner’s president; and various sales and sales management
roles. Prior to joining Gartner, Ms. Kranich was part of the Technology Advancement Group at
Marriott International.
Executive Vice President & Chief Financial Officer has been our Chief Financial Officer
since June 2014. In his more than 19 years at Gartner, he has served as Group Vice President,
Global Finance and Strategy & Business Development from 2007 until his appointment as
CFO, and previously as Group Vice President, Strategy and Managing Vice President,
Financial Planning and Analysis. Prior to joining Gartner, he held finance positions at
Headstrong (now part of Genpact) and Bristol-Myers Squibb, and was an accountant for
Friedman, LLP where he achieved CPA licensure.
Senior Vice President, Research and Advisory since January 2022. Mr. Sribar has held
various roles in his more than 29 years at Gartner and Meta Group, which Gartner acquired in
2005. Most recently, Mr. Sribar served as Senior Vice President, CIO & Industries Research
Group, where he led our insights strategy for supporting CIOs in critical areas. Prior to the
acquisition, Mr. Sribar was responsible for Meta Group's Executive Directions and Industry
Services. He also served as general manager of infrastructure, operations, security and
customer relationship offerings and ran Meta’s Global Networking Strategies service. Prior to
joining Meta Group, he was a senior consultant for Ernst & Young.
2022 Proxy Statement
16
COMPENSATION DISCUSSION & ANALYSIS
This 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 2021:
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
Chief Executive Officer
Executive Vice President & Chief Financial Officer
Executive Vice President, Global Business Sales
Executive Vice President, General Counsel & Secretary
Executive Vice President & Chief Human Resources Officer
The CD&A is organized into three sections:
•
•
The Executive Summary (beginning on page 17), which highlights the exceptional year we had in 2021,
the importance of our Contract Value (herein “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”)
The Compensation Setting Process for 2021 (beginning on page 19)
• Other Compensation Policies and Information (beginning on page 26)
The 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 2021.
EXECUTIVE SUMMARY
2021 – A Year of Exceptional Performance
2021 was a great year for Gartner. We performed well across our business segments. Contract value growth accelerated
to 16% on an FX neutral basis. We delivered strong performances in revenue, EBITDA1, and free cash flow2 and our
operating strength drove strong stock price appreciation that outpaced the S&P 500 and our proxy peer group.
Research continued to be our largest and most profitable business segment. Research was up 12% year-over-year in
revenue on an FX neutral basis. Total Contract Value, which we believe is our most important business metric, grew 16%
in 2021 on an FX neutral basis. Contract Value of Global Technology Sales, or GTS, which serves executives and their
teams within IT, grew 14%, while Contract Value of Global Business Sales, or GBS, which services executives and their
teams beyond IT, grew an impressive 24%.
Our Conferences business also delivered excellent performance in 2021. Conferences revenue grew 78% in 2021 on an
FX neutral basis. We continued to provide great value to our clients through our virtual conference offerings. As the
pandemic conditions stabilize, we are operationally prepared to return to in-person conferences where and when we can.
Our Consulting business, which is an important complement to our IT Research business. grew 9% in 2021 on an FX
neutral basis.
Due to a combination of strong top-line growth and continued focus on our operating expenses, we generated significant
EBITDA and free cash flow in 2021. EBITDA was up 54% year-over-year on an FX neutral basis, while free cash flow was
1 In this Proxy Statement, EBITDA refers to adjusted EBITDA, which represents GAAP net income (loss) adjusted for: (i) interest expense, net; (ii) gain on event insurance
cancellation claims, as applicable; (iii) tax provision/benefit; (iv) loss on extinguishment of debt, as applicable; (v) other expense/income, net; (vi) stock-based compensation
expense; (vii) depreciation, amortization, and accretion; (viii) loss on impairment of lease related assets, net, as applicable; and (ix) acquisition and integration charges and
certain other non-recurring items.
2 Free cash flow represents cash provided by operating activities determined in accordance with GAAP less payments for capital expenditures.
2022 Proxy Statement
17
Compensation Discussion & Analysis
up 53% year-over-year. We accomplished these strong results while also increasing our investment in our most important
asset, our people.
Overall, Gartner performed extremely well in 2021. We believe we are well-positioned to deliver strong growth in 2022 and
beyond.
Contract Value–A Unique Key Performance Metric for Gartner
Total Contract Value (“CV”) represents the dollar value attributable to all of our subscription-related contracts.
It is calculated as the annualized value of contracts in effect at a specific point in time, without regard to the
duration of the contract. CV primarily includes research deliverables for which revenue is recognized on a
ratable basis and other deliverables (primarily conferences tickets) included with subscription-based research
products for which revenue is recognized when the deliverable is utilized.
Unique to Gartner, CV is our single most important performance metric. It focuses our executives on driving short-term
actions that result in long-term success for our business and stockholders. We believe that CV growth is our best, most
informed and leading indicator of long-term Research revenue growth.
Our Research business comprised 87% of our overall revenue in 2021 (88% in 2020) and is also our highest contribution
margin business (74% for 2021 and 72% for 2020). Further, many of our Research contracts are multi-year agreements,
and our Research enterprise client retention and retained contract value (or wallet retention) are consistently high. As a
result, CV is predictive of revenue highly likely to recur over a 3 – 5 year period, and a high CV growth rate translates
to high, long-term revenue and profit growth. In addition, many of our clients pay us upfront when they purchase our
research subscription services, which drives strong cash flow. For all these reasons, the Board believes that CV growth,
which translates to Research revenue growth, is the most important driver of the Company’s profit growth.
Accordingly, growing CV drives both short-term and long-term corporate performance and stockholder value. As such, all
Gartner executives and associates are focused on growing CV, ensuring alignment with our stockholder on the long-term
success of the Company.
Key Attributes of our Executive Compensation Program – Pay for Performance
Our executive compensation plan design has successfully motivated senior management to drive outstanding
corporate performance since it was first implemented in 2006. It is heavily weighted towards incentive
compensation.
Key features of our compensation program are as follows:
✓
✓
✓
✓
100% of executive incentive awards, including annual bonus and equity awards, are performance-based.
70% of executive equity awards, and 100% of executive bonus awards are subject to forfeiture in the event
the Company fails to achieve performance objectives established by the Compensation Committee.
93% of the CEO’s target total compensation (83% in the case of other NEOs) is in the form of incentive
compensation (bonus and equity awards).
84% of our CEO’s target total compensation (69% in the case of other NEOs) is in the form of equity
awards, with a focus on long-term performance.
✓ We use a longer than typical vesting period of 4 years on earned equity awards, with awards subject to
increases or decreases in value based upon stock price movement to ensure alignment with stockholders
over the long-term.
2022 Proxy Statement
18
Our Compensation Best Practices
Our compensation practices motivate our executives to achieve our operating plans and execute our
corporate strategy without taking undue risks. These practices, which are consistent with “best
practices” trends, include the following:
Compensation Discussion & Analysis
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
retains an
independent
Independent Compensation Consultant. The Compensation Committee
compensation consultant to review and advise on executive compensation matters.
Risk Assessment. Annually assess the Company’s compensation policies to ensure that the features of our
program do not encourage undue risk.
At Will Executives. All executive officers are “at will” employees and only our CEO has an employment
agreement.
High percentage of performance-based pay.
Cap Incentive Awards. Incentive compensation awards are capped at two times target.
Longer Vesting. Equity awards vest at 25% per year over four years to encourage retention.
Stock Ownership Guidelines. Robust ownership guidelines for directors and executive officers.
Clawback Policy. Clawback policy applicable to all executive incentive compensation (cash bonus and
equity awards).
Holding Requirements. 50% of net after tax shares from all released equity awards are required to be held
by a director or executive officer until stock ownership guidelines are satisfied.
No Single-Trigger on Change in Control. Equity awards vest upon double-trigger, requiring both a change
in control and qualifying termination, with limited exceptions.
No hedging or pledging transactions in company securities.
No excise tax gross up payments.
No equity awards issued during closed trading windows.
Effect of Stockholder Advisory Vote on Executive Compensation, or Say on Pay
2021 Say on Pay Approval = 94% of votes cast
The Board has resolved to present Say on Pay proposals to stockholders on an annual basis, respecting the sentiment of
our stockholders as expressed in 2017. The Company and the Compensation Committee will consider the results of this
year’s advisory Say on Pay proposal in future executive compensation planning activities. Over the past several years,
stockholders have been consistent in their strong support of our executive compensation program. We also engage our
stockholders from time to time to solicit their feedback on executive compensation and corporate governance matters. As
such, no changes were made to the core structure of our compensation program as a result of the 2021 Say on Pay vote.
COMPENSATION SETTING PROCESS FOR 2021
This 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
determines 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 fits into the Company’s overall compensation objectives and
affect decisions regarding other elements.
2022 Proxy Statement
19
Compensation Discussion & Analysis
The Objectives of the Company’s Compensation Policies
The 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 the performance of our Company through pay-for-performance
compensation components based on the achievement of corporate performance targets that are aggressive, but
attainable, given economic conditions.
➣ To ensure that, our compensation structure and levels are reasonable from a stockholder perspective.
What the Compensation Program Is Designed to Reward
Our guiding philosophy is to provide a significant portion of executive compensation linked to corporate performance,
thereby ensuring alignment and focus on Gartner’s performance. In addition, we believe that the design of the total
compensation package must be competitive with the marketplace from which we hire our executive talent in order to
achieve our objectives and attract and retain individuals who are critical to our long-term success. Our talent segment
continues to be very competitive. We compete mainly with technology companies, which achieved record-breaking
performance in 2021 and pose a significant threat to our ability to retain talent.
Our compensation program for executive officers is designed to compensate individuals for achieving and exceeding
corporate performance objectives. We believe this type of compensation encourages outstanding team performance (not
simply individual performance), which builds stockholder value.
Both short-term and long-term incentive compensation is earned by executives only upon the achievement of certain
measurable performance objectives that are deemed by the Compensation Committee and management to be critical to
the Company’s short-term and long-term success. The amount of compensation ultimately earned will increase or
decrease depending upon Company performance and the underlying price of our Common Stock (in the case of long-term
equity-based incentive compensation).
Principal Compensation Elements and Objectives
To achieve the objectives noted above, our executive compensation program consists of three principal elements:
Base Salary
Short-Term Incentive
Compensation (cash bonuses)
Long-Term Incentive
Compensation (equity awards)
➣ 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.
➣ Motivate executives to generate outstanding performance and achieve or
exceed annual operating plan.
➣ Align compensation with results.
➣ Ensure rewards are commensurate with long-term performance and promote
retention.
➣ Align executive rewards with long-term stock price appreciation.
➣ Facilitate the accumulation of Gartner shares by executives, thereby
enhancing ownership and ensuring greater alignment with stockholders.
How the Company Determines Executive Compensation
In General
The Company set its performance goals for 2021 executive compensation in the midst of the continued impact and
uncertainty of the pandemic. The Compensation Committee established performance objectives for short-term (bonus)
and long-term (equity) incentive awards at levels that it believed would motivate performance and be adequately
challenging.
2022 Proxy Statement
20
Compensation Discussion & Analysis
The Compensation Committee believes that using a one-year performance period for our long-term incentive awards
helps accelerate growth and sustain performance. If we have a strong year, the goals for the following year are
established on top of the high bar that was already set. If we had a three-year performance period and the Company
overachieved in the first year, the bar would be set lower in years 2 and 3 and might demotivate our executives. A three-
year performance period may also be less aggressive if business cycle risks are factored into long-term goals, while a
one-year performance period allows us more readily to factor in changes in market conditions, including, for example, an
unexpected shift in the economy resulting from a pandemic.
The short-term and long-term incentive objectives provide executives with an opportunity to increase their total
compensation package based upon the 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. In addition, we assign a greater weighting to long-term awards than short-term awards in order
to promote long-term decision-making to deliver top corporate performance, align management to stockholder interests
and retain executives. We believe that long-term equity-based awards with vesting terms that are based on the
achievement of pre-set financial targets and additional time-vesting serve as a strong retention incentive.
Determining Awards
Salary, short-term and long-term incentive compensation levels for executive officers (other than the CEO) are
recommended by the CEO and are subject to approval by the Compensation Committee. In formulating his
recommendation to the Compensation Committee, the CEO undertakes a performance review of these executives and
considers input from human resources personnel at the Company, as well as benchmarking data from the compensation
consultant and external market data (discussed below).
Salary, short-term and long-term incentive compensation levels for the CEO are established by the Compensation
Committee within the parameters of Mr. Hall’s employment agreement with the Company. In making its determination with
respect to Mr. Hall’s compensation, the Compensation Committee evaluates his performance: in conjunction with the
Governance Committee and after soliciting additional input from the Chairman of the Board and other directors; considers
input from the Committee’s compensation consultant; and reviews benchmarking data pertaining to CEO compensation
practices at our peer companies and general trends. See Certain Employment Agreements with Executive Officers –
Mr. Hall below for a detailed discussion of Mr. Hall’s agreement.
Benchmarking and Peer Group
Executive compensation planning for 2021 began mid-year in 2020. The 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 2021.
The Compensation Committee reviews the Peer Group annually to ensure comparability based on Gartner’s operating
characteristics, labor market relevance and revenue scope. In 2020, the Compensation Committee did not make any
changes to the 2021 Peer Group. The Peer Group comprised 19 publicly-traded companies that are similar to Gartner in
terms of revenues, business model, and with whom Gartner competes for executive talent. Gartner’s revenue ranked at
the 43rd percentile relative to the Peer Group.
2022 Proxy Statement
21
Compensation Discussion & Analysis
The Peer Group companies included:
Adobe Inc.
Autodesk, Inc.
Aon plc
Cadence Design
System
Citrix Systems,
Inc.
The Interpublic
Group of
Companies,
Inc.
Equifax Inc.
IHS Markit Ltd*
Intuit Inc.
Moody’s
Corporation
Nielsen
Holdings plc
Nuance
Communications,
Inc.*
salesforce.com,
inc.
ServiceNow, Inc.
SS&C
Technologies
Holdings, Inc.
Synopsys, Inc.
Thomson
Reuters
Corporation
Verisk
Analytics,
Inc.
VMWare, Inc.
*IHS Markit Ltd and Nuance Communications, Inc. were acquired in 2022.
Our Compensation Committee commissioned Exequity, its independent compensation consultant, to perform a
competitive analysis of our executive compensation practices relative to the Peer Group, the primary reference, and
secondarily to survey data. Exequity’s findings were considered by the Compensation Committee and by management in
planning our 2021 executive compensation. The compensation study utilized market data from Aon’s Radford Global
Technology Survey, Aon’s Total Compensation Measurement database, and Radford’s Broad High Technology Survey.
The Compensation Committee does not target NEO’s pay to a specified percentile relative to the Peer Group, but rather
reviews Peer Group market data at the 25th, 50th and 75th percentile for each element of compensation, including Base
Salary, Target Total Cash (Base Salary plus Target Bonus) and Target Total Compensation (Target Total Cash plus long-
term incentives). Individual total target compensation may be higher or lower than the 50th percentile based on a number
of factors, including experience and tenure, retention and succession planning considerations. In addition to the
compensation benchmarking, the Compensation Committee considers Company and individual performance and internal
equity in evaluating and determining executive compensation recommendations.
In addition, the Compensation Committee annually reviews an analysis conducted by Exequity that evaluates the
connection between Gartner’s NEO pay and Company performance as measured by Total Shareholder Return and
Shareholder Value. The analysis considers both 1-year and 3-year pay and performance for Gartner relative to the Peer
Group. The findings indicated that pay realized by Gartner’s NEOs are aligned with Company performance.
2022 Proxy Statement
22
Compensation Discussion & Analysis
Executive Compensation Elements Generally
Pay Mix
The following charts illustrate the relative mix of target compensation elements for the NEOs in 2021. Long-term incentive
compensation consists of stock-settled stock appreciation rights (“SARs”) and performance-based restricted stock units
(“PSUs”), and represents a majority of the compensation we pay to our NEOs (84% to the CEO and 69% to all other
NEOs). We weight compensation more heavily towards long-term incentives because we believe that it contributes to a
greater degree to the delivery of top performance and the retention of employees than does cash and short-term
compensation (bonus).
Base Salary
We set base salaries of executive officers when they join the Company or are promoted to an executive role, by
evaluating the responsibilities of the position, the experience of the individual and the marketplace in which we compete
for executive talent. In addition, where possible, we consider salary information for comparable positions for members of
our Peer Group or other available market data. In determining whether to award salary merit increases, we consider
published projected U.S. salary increase data for the technology industry and general market, as well as available world-
wide salary increase data. Mr. Hall’s base salary is established each year by the Compensation Committee after
completion of Mr. Hall’s performance evaluation for the preceding year. The following table sets forth the 2020 and 2021
base salary of each NEO and the corresponding year-over-year percentage increase:
NEO
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
2020 Base Salary ($)
908,197
600,000
495,000
510,000
495,000
2021 Base Salary ($)(1)
935,443
630,000
520,000
520,000
520,000
Percentage Increase
3.0%
5.0%
5.1%
2.0%
5.1%
(1) Effective as of April 1, 2021.
Short-Term Incentive Compensation (Cash Bonuses)
All annual bonuses to executive officers are granted pursuant to Gartner’s Executive Performance Bonus Plan. The plan
is designed to motivate executive officers to achieve goals relating to the performance of Gartner, its subsidiaries or
business units, or other objectively determinable goals, and to reward them when those objectives are satisfied. We
believe that the relationship between proven performance and the amount of short-term incentive compensation paid
promotes, among executives, decision-making that increases stockholder value and promotes Gartner’s success.
2022 Proxy Statement
23
CEO7%9%84%BaseBonusLTIALL OTHER NEO'S17%14%69%BaseBonusLTI Compensation Discussion & Analysis
Bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2021 company-wide financial
performance objectives (with no individual performance component). The financial objectives and weightings used for
2021 executive officer bonuses were:
•
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which measures overall
profitability from business operations (weighted 50%), on a foreign exchange neutral basis, and
• Revenue, which is a good indicator of short-term performance (weighted 50%), on a foreign exchange neutral
basis.
For 2021, each executive officer was assigned a bonus target that was expressed as a percentage of salary, which varied
from 60% to 120% of salary depending upon the executive’s level of responsibility and in a majority of the cases was 5%
greater than the previous year. Our NEOs’ 2021 annual bonus targets as a percentage of base salary were 120% for
Mr. Hall; and 85% for each of Messrs. Safian, Dawkins and Kaufman and Ms. Kranich. The maximum payout for 2021
bonus was 200% of target if the maximum level of EBITDA and Revenue were achieved; the threshold payout was $0 if
minimum levels were not achieved. The following table sets forth the threshold, target and maximum payout amounts for
each NEO:
NEO
Threshold ($)
Target ($)
Maximum ($)
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules Kaufman
Robin Kranich
0
0
0
0
0
1,122,532
535,500
442,000
442,000
442,000
2,245,063
1,071,000
884,000
884,000
884,000
The chart below describes the performance metrics applicable to our 2021 short–term incentive compensation plan. In
February 2022, the Compensation Committee certified that the results for each performance metric under the bonus plan
as follows:
2021 Performance
Objective/ Weight
< Minimum
(0%)
Target
(100%)
=/> Maximum
(200%)
Actual Results
2021 EBITDA/50%
$500 million
$760 million
$900 million
$1,304 million
2021 Revenue/50%
$3,781 million
$4,387 million
$4,537 million
$4,774 million
For both the EBITDA and Revenue components, the results above translated to a payout percentage of 200%. Based on
these results, the Compensation Committee determined that earned bonuses for each NEO were 200% of target bonus
amounts. These bonuses were paid in February 2022. See Summary Compensation Table – Non-Equity Incentive Plan
Compensation for the cash bonuses earned by our NEOs in 2021 based on performance and their respective bonus
targets.
Long-Term Incentive Compensation (Equity Awards)
Promoting stock ownership is a key element of our compensation program philosophy. Stock-based incentive
compensation ensures focus on value creation, promotes retention and aligns management with stockholder interests. We
have evaluated different types of long-term incentives based on their motivational value, cost to the Company and
appropriate share utilization under our stockholder-approved 2014 Long-Term Incentive Plan (the “2014 Plan”) and have
determined that SARs and PSUs create the right balance of motivation, retention and alignment with stockholders and
share utilization.
SARs permit executives to benefit from an increase in stock price over time. SAR value can be realized only after the SAR
vests. Our SARs are stock-settled and vested SARs generally may be exercised up to seven years from grant date. When
the SAR is exercised, the executive receives shares of our Common Stock equal in value to the aggregate appreciation in
the price of our Common Stock from the date of grant to the exercise date for all SARs exercised. Therefore, SARs only
2022 Proxy Statement
24
Compensation Discussion & Analysis
have value to the extent the price of our Common Stock exceeds the grant price of the SAR. In this way, SARs motivate
our executives to increase stockholder value and thus align their interests with those of our stockholders.
PSUs offer executives the opportunity to receive our Common Stock contingent on the achievement of performance goals
and continued service over the vesting period. PSU recipients are eligible to earn a target number of restricted stock units
only if stipulated one-year performance goals are achieved during the year of grant. The amount of units earned can
increase if the Company over-performs (up to 200% of their target number of units) or decrease (including resulting in no
award of units) if the Company under-performs. Following the Compensation Committee’s assessment of the Company’s
performance, the vesting of the units earned will remain subject to the recipient’s continued service through each of the
first four anniversaries of the award grant date. PSUs encourage executives to increase stockholder value while promoting
executive retention over the long-term. Earned shares have value even if our Common Stock price does not increase,
which is not the case with SARs.
The value of long-term incentive awards granted to executives each year is based on several factors, including external
market practices, the Company’s financial performance, the value of awards granted in prior years, succession
considerations and individual performance. For 2021, the Compensation Committee increased LTI awards for NEOs from
last year based on consideration of these factors. The CEO’s LTI award increased by 4%, Messrs. Safian and Dawkins
and Ms. Kranich’s LTI awards increased by 5%, and Mr. Kaufman’s LTI award increased by 6%.
Consistent with weightings in prior years, when the compensation program was established in early 2021, 30% of each
executive’s long-term incentive compensation award value was granted in SARs and 70% was granted in PSUs. PSUs
deliver value utilizing fewer shares since the executive can earn the full share rather than just the appreciation in value
over the grant price (as is the case with SARs). Additionally, the cost efficiency of PSUs enhances the Company’s ability to
conservatively utilize the 2014 Plan share pool and ensure alignment between pay and Company performance, which is
why we conveyed a larger portion of the 2021 overall long-term incentive compensation value in PSUs rather than in
SARs. For purposes of determining the number of SARs awarded, the allocated SAR award value is divided by the Black-
Scholes-Merton valuation on the date of grant using assumptions appropriate on that date. For purposes of determining
the target number of PSUs awarded, the allocated target PSU award value is divided by the closing price of our Common
Stock on the date of grant as reported by the New York Stock Exchange.
All SARs and PSUs are earned, vest and, with respect to PSUs, released 25% per year commencing one year from grant
date and on each anniversary thereof, subject to continued service on the applicable vesting date. We believe that this
vesting schedule effectively focuses our executives on delivering long-term value growth for our stockholders and drives
retention. The maximum payout for the 2021 PSUs was 200% of target if the maximum level of CV was achieved; the
PSUs are subject to forfeiture if minimum levels of performance are not achieved.
The chart below describes the performance metrics applicable to the PSU portion of our 2021 long–term incentive
compensation element measured on a foreign exchange neutral basis, and performance achieved.
2021 Performance
Objective/Weight
Target
(100%)
Target
Growth
YOY
< Minimum
(0%)
=/>
Maximum
(200%)
Actual
(measured at
12/31/21)
Actual
Growth
YOY
Contract Value/100%
$3,862 million
5.4%
$3,298 million $4,030 million $4,247million
16.0%
Actual CV certified by the Compensation Committee in early 2022 was $4,247 million, exceeding the maximum amount.
Based on this, the Compensation Committee determined that 200% of the target number of PSUs was earned based on
the established performance goals, with 25% of the earned awards vested on the first anniversary of the grant date. See
Grants of Plan-Based Awards Table – Possible Payouts Under Equity Incentive Plan Awards and accompanying footnotes
below for the actual number of SARs and PSUs awarded to our NEOs.
Additional Compensation Elements
We maintain a non-qualified deferred compensation plan for our highly compensated employees, including our executive
officers, to assist eligible participants with retirement and tax planning by allowing them to defer compensation in excess
of amounts permitted to be deferred under our 401(k) plan. The non-qualified deferred compensation plan allows eligible
participants to defer up to 50% of base salary and/or 100% of bonus to a future period. In addition, as a further
2022 Proxy Statement
25
Compensation Discussion & Analysis
inducement to participate in this plan, the Company presently matches contributions by executive officers, subject to
certain limits. For more information concerning this plan, see Non-Qualified Deferred Compensation Table and
accompanying narrative and footnotes below.
In order to further achieve our objective of providing a competitive compensation package with great retention value, we
provide various other benefits to our executive officers that are typically available to, and expected by, persons in senior
business roles. Our basic executive perquisites program includes 35 days paid time off (PTO) annually, severance and
change in control benefits (discussed below) and relocation services where necessary due to a promotion. Our executive
officers are also entitled to participate in other benefits programs that are available to all U.S. associates, including our
employee stock purchase plan and our healthcare plans, as well as receive 401(k) match. Mr. Hall’s perquisites,
severance and change in control benefits are governed by his employment agreement with the Company, which is
discussed in detail below under Certain Employment Agreements with Executive Officers – Mr. Hall. For more information
concerning perquisites, see Other Compensation Table and accompanying footnotes below.
OTHER COMPENSATION POLICIES AND INFORMATION
Executive Stock Ownership and Holding Period Guidelines
In order to align management and stockholder interests, the Company has adopted stock ownership guidelines for our
executive officers as follows: the CEO is required to hold shares of Common Stock with a value at least equal to six
(6) times his base salary, and all other executive officers are required to hold shares of Common Stock with a value at
least equal to three (3) times their base salary. For purposes of computing the required holdings, shares directly held, as
well as vested and unvested restricted stock units and earned PSUs are counted, but not options or SARs.
Additionally, the Company imposes a holding period requirement on our executive officers. If an executive officer of the
Company is not in compliance with the stock ownership guidelines, the executive is required to maintain ownership of at
least 50% of the net after-tax shares of Common Stock acquired from the Company pursuant to all equity-based awards
received from the Company, until such individual’s stock ownership requirement is met. At December 31, 2021, all the
NEOs were in compliance with these guidelines.
Clawback Policy
The Company has adopted a clawback policy which provides that the Board (or a committee thereof) may seek
recoupment on behalf of the Company from a current or former executive officer of the Company who engages in fraud,
omission or intentional misconduct that results in a required restatement of any financial reporting under the securities or
other laws, and that the cash-based or equity-based incentive compensation paid to the officer exceeds the amount that
should have been paid based upon the corrected accounting restatement, resulting in an excess payment. Recoupment
includes the reimbursement of any cash-based incentive compensation (bonuses) paid to the executive, cancellation of
vested and unvested performance-based restricted stock units, stock options and stock appreciation rights, and
reimbursement of any gains realized on the sale of released stock unit awards and the exercise of stock options or stock
appreciation rights and subsequent sale of underlying shares.
Hedging and Pledging Policies
The Company’s Insider Trading Policy prohibits all directors, executive officers and other employees from engaging in any
short selling, hedging and/or pledging transactions with respect to Company securities.
Accounting and Tax Impact
Section 162(m) of the Internal Revenue Code generally prohibits the Company from claiming a deduction on its federal
income tax return for compensation in excess of $1,000,000 paid in a given fiscal year to certain current and former
executive officers. While the Compensation Committee carefully considers the cost to the Company of maintaining the
deductibility of all compensation, it also desires the flexibility to reward executive officers in a manner that enhances the
Company’s ability to attract and retain individuals, as well as to create longer term value for stockholders. Thus, income
tax deductibility is only one of several factors the Compensation Committee considers in making decisions regarding the
Company’s executive compensation program.
2022 Proxy Statement
26
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of Gartner, Inc. has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon this review and
discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the
Company’s proxy statement for the 2022 Annual Meeting of Stockholders.
Compensation Committee of the Board of Directors
Anne Sutherland Fuchs
Raul E. Cesan
Eileen M. Serra
2022 Proxy Statement
27
COMPENSATION TABLES AND NARRATIVE DISCLOSURES
All compensation data contained in this Proxy Statement is stated in U.S. Dollars.
Summary Compensation Table
This table describes compensation of our NEOs in the years indicated. As you can see from the table and consistent with
our compensation philosophy discussed above, long-term incentive compensation in the form of equity awards comprises
a significant portion of total compensation.
Name and Principal
Position
Eugene A. Hall,
Chief Executive Officer
Craig W. Safian,
EVP, Chief Financial Officer
Alwyn Dawkins,
EVP, Global Business Sales
Jules P. Kaufman,
EVP, General Counsel &
Secretary
Robin Kranich,
EVP, Chief Human
Resources Officer
Base
Salary
($) (1)
Stock
Awards
($) (2)
Option
Awards
($) (2)
Year
Non-Equity
Incentive Plan
Compensation
($) (1) (3)
All Other
Compensation
($) (4)
Total ($)
2021 928,631 7,564,661 3,241,991
2,245,063
115,822 14,096,168
2020 908,197 7,273,710 3,117,322
1,192,009
103,867 12,595,105
2019 908,197 7,007,347 3,003,182
913,555
127,964 11,960,245
2021 622,500 2,195,137
940,770
1,071,000
50,400
4,879,807
2020 600,000 2,090,592
896,007
2019 593,750 1,991,128
853,343
2021 513,750 1,324,814
567,764
2020 495,000 1,261,639
540,740
2019 491,250 1,201,570
514,983
2021 517,500 1,324,814
567,764
2020 510,000 1,249,911
535,711
2021 513,750 1,324,814
567,764
2020 495,000 1,261,639
540,740
2019 490,973 1,201,570
514,983
637,500
488,580
884,000
525,938
403,078
884,000
510,000
884,000
525,938
403,078
43,543
4,267,642
55,287
3,982,088
42,612
3,332,940
37,787
2,861,103
48,961
2,659,842
41,100
3,335,178
36,035
2,841,657
41,588
3,331,916
35,923
2,859,239
37,630
2,648,234
(1) All NEOs elected to defer a portion of their 2021 salary and/or 2021 bonus under the Company’s Non-Qualified
Deferred Compensation Plan. Amounts reported include the 2021 deferred portion, and does not include amounts, if
any, released in 2021 from prior years’ deferrals. See Non-Qualified Deferred Compensation Table below.
(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of performance-
based restricted stock units, or PSUs (Stock Awards), and stock-settled stock appreciation rights, or SARs (Option
Awards), granted to the NEOs. The value reported for the 2021 PSU awards in the Stock Awards column is based
upon the probable outcome of the performance objective as of the grant date, which is consistent with the grant date
estimate of the aggregate compensation cost to be recognized over the service period, excluding the effect of
forfeitures, for the target grant date award value. The grant date fair value of all 2021 PSUs, assuming attainment of
the highest level of the performance conditions, which is capped at 200% of target, is as follows: $15,129,322
(Mr. Hall); $4,390,274 (Mr. Safian); $2,649,628 (Messrs. Dawkins and Kaufman and Ms. Kranich). All equity grants are
subject to forfeiture. See footnote (2) to Grants of Plan-Based Awards Table below for additional information. See also
Note 10 – Stock-Based Compensation - in the Notes to Consolidated Financial Statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2021 for additional information about the assumptions made
in determining these values.
(3) For 2021, represents performance-based cash bonuses earned on December 31st and paid in February 2022. See
footnote (1) to Grants of Plan-Based Awards Table below for additional information.
(4) See Other Compensation Table below for additional information.
Other Compensation Table
This table describes each component of the All Other Compensation column in the Summary Compensation Table for
2021.
2022 Proxy Statement
28
Compensation Tables and Narrative Disclosures
Company
Match
Under
Defined
Contribution
Plans
(1)
7,200
7,200
7,200
7,200
7,200
Company
Match Under
Non-qualified
Deferred
Compensation
Plan
(2)
77,626
43,200
34,388
33,900
34,388
Other
(3)
30,996
—
1,024
—
—
Total
115,822
50,400
42,612
41,100
41,588
Name
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
(1) Represents the Company’s 4% matching contribution to the NEO’s 401(k) account (subject to limitations).
(2) Represents the Company’s matching contribution to the NEO’s contributions to our Non-Qualified Deferred
Compensation Plan. See Non-Qualified Deferred Compensation Table below for additional information.
(3) Includes the perquisites and benefits specified below.
For Mr. Hall, includes a car allowance of $30,996 received by him per the terms of his employment agreement.
For Mr. Dawkins, includes $24 of tax gross-up payment that the Company paid to reimburse him on an after-tax basis
for the income imputed in respect of certain tax services he received.
Grants of Plan-Based Awards Table
This table provides information about awards made to our NEOs in 2021 pursuant to non-equity incentive plans (our short-
term incentive cash bonus program) and equity incentive plans (performance restricted stock units (PSUs), and stock
appreciation rights (SARs) awards comprising long-term incentive compensation under our 2014 Plan).
Name
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1)
Estimated Future Payouts Under Equity
Incentive Plan Awards (2)
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#PSU’s)
Maximum
(#PSU’s)
All other
option
awards:
Number of
securities
underlying
options
(#SAR’s) (2)
Exercise
or Base
Price of
Option
Awards
($) (3)
Grant Date
Fair Value
of Stock
and Option
Awards
($) (4)
41,877
83,754
—
—
7,564,661
2/10/21
2/10/21
—
—
—
—
—
—
0
1,122,532
2,245,063
0
—
—
—
—
—
—
2/10/21
2/10/21
—
—
—
—
—
—
0
535,500
1,071,000
2/10/21
2/10/21
—
—
—
—
—
—
0
442,000
884,000
2/10/21
2/10/21
—
—
—
—
—
—
0
442,000
884,000
2/10/21
2/10/21
—
—
—
—
—
—
0
442,000
884,000
0
12,152
24,304
—
—
0
—
—
0
—
—
0
—
—
—
—
—
—
7,334
14,668
—
—
—
—
7,334
14,668
—
—
—
—
7,334
14,668
—
—
—
—
65,986
180.64
3,241,991
—
—
—
—
—
2,195,137
19,148
180.64
940,770
—
—
—
—
—
1,324,814
11,556
180.64
567,764
—
—
—
—
—
1,324,814
11,556
180.64
567,764
—
—
—
—
—
1,324,814
11,556
180.64
567,764
—
—
—
(1) Represents cash bonuses that could have been earned in 2021 based solely upon achievement of specified financial
performance objectives for 2021 and ranging from 0% (threshold) to 200% (maximum) of target (100%). Bonus
2022 Proxy Statement
29
Compensation Tables and Narrative Disclosures
targets (expressed as a percentage of base salary) were 120% for Mr. Hall, and 85% for each of Messrs. Safian,
Dawkins and Kaufman and Ms. Kranich. Performance bonuses earned in 2021 and paid in February 2022 were
adjusted to 200% of their target bonus. The cash bonuses are reported under Non-Equity Incentive Plan
Compensation in the Summary Compensation Table. See Short-Term Incentive Compensation (Cash Bonuses) in
the CD&A for additional information.
(2) Represents the number of PSUs and SARs awarded to the NEOs on February 10, 2021. The target number of PSUs
(100%) for the annual PSU award was subject to adjustment ranging from 0% (threshold) to 200% (maximum) based
solely upon achievement of an associated financial performance objective, and was adjusted to 200% of target in
February 2022. The adjusted number of such PSUs awarded was: Mr. Hall – 83,754; Mr. Safian – 24,304;
Messrs. Dawkins and Kaufman and Ms. Kranich – 14,668. All PSUs and SARs vest 25% per year commencing one
year from grant, subject to continued employment on the vesting date except in the case of death, disability and
retirement. See Long-Term Incentive Compensation (Equity Awards) in the CD&A for additional information.
(3) Represents the closing price of our Common Stock on the NYSE on the grant date.
(4) See footnote (2) to the Summary Compensation Table.
Certain Employment Agreements with Executive Officers
Our Chief Executive Officer, Mr. Hall, is a party to a long-term employment agreement with the Company. No other NEO
has an employment agreement with the Company.
Mr. Hall – Employment Agreement
The Company and Mr. Hall are parties to the Second Amended and Restated Employment Agreement, dated February 14,
2019, as amended on April 29, 2021, pursuant to which Mr. Hall serves as chief executive officer of the Company until
December 31, 2026 (the “CEO Agreement”). The CEO Agreement provides for automatic one year renewals commencing
on January 1, 2027, and continuing each year thereafter, unless either party provides the other with at least 60 days prior
written notice of an intention not to extend the term.
Under the CEO Agreement, Mr. Hall initially was entitled to the following annual compensation components:
Component
Base Salary
Target Bonus
Long – Term
Incentive Award
Other
Description
➣ $908,197, subject to adjustment on an annual basis by the Compensation
Committee
➣ 105% of annual base salary (target), adjusted for achievement of specified
Company and individual objectives
➣ The actual bonus paid may be higher or lower than target based upon over- or
under-achievement of objectives, subject to a maximum actual bonus of 210% of
base salary
➣ Aggregate annual value on the date of grant at least equal to $9,874,375 minus
the sum of base salary and target bonus for the year of grant (the “Annual LTI
Award”)
➣ The Annual LTI Award will be 100% unvested on the date of grant, and vesting will
depend upon the achievement of performance goals to be determined by the
Compensation Committee
➣ The terms and conditions of each Annual Incentive Award will be determined by
the Compensation Committee, and will be divided between restricted stock units
(RSUs) and stock appreciation rights (SARs)
➣ The number of RSUs initially granted each year will be based upon the
the Compensation
assumption
Committee will be achieved, and may be adjusted so as to be higher or lower than
the number initially granted for over- or under-achievement of such specified
Company objectives
that specified Company objectives set by
➣ Car allowance
➣ All benefits provided to senior executives, executives and employees of the
Company generally from time to time, including medical, dental, life insurance and
long-term disability
➣ Entitled to be nominated for election to the Board
2022 Proxy Statement
30
Compensation Tables and Narrative Disclosures
Termination and Related Payments – Mr. Hall
Involuntary or Constructive Termination (no Change in Control)
Mr. Hall’s employment is at will and may be terminated by him or us upon 60 days’ notice. If we terminate Mr. Hall’s
employment involuntarily (other than within 24 months following a Change In Control (defined below)) and without
Business Reasons (as defined in the CEO Agreement) or a Constructive Termination (as defined in the CEO Agreement)
occurs, or if the Company elects not to renew the CEO Agreement upon its expiration and Mr. Hall terminates his
employment within 90 days following the expiration of the CEO Agreement, then Mr. Hall will be entitled to receive the
following benefits:
Component
Base Salary
Short-Term
Incentive Award
(Bonus)
Long – Term
Incentive Award
Description
➣ accrued base salary and unused paid time off (“PTO”) through termination
➣ 36 months continued base salary paid pursuant to normal payroll schedule
➣ earned but unpaid bonus
➣ 300% of the average of Mr. Hall’s earned annual bonuses for the three years
preceding termination, payable in a lump sum
➣ 36 months’ continued vesting
terms (including
achievement of applicable performance objectives) of all outstanding equity
awards
in accordance with
their
➣ If in the year of termination there are Annual LTI Awards due to be granted that
have not yet been granted, a lump sum payment in cash equal to the value of any
"to-be-granted" Annual LTI Awards, multiplied by the percentage of such award
that would vest within 36 months following termination (i.e., 75% in the case of a
four-year vesting period)
Other
➣ reimbursement for up to 36 months’ COBRA premiums for Mr. Hall and his family
Payment of severance amounts is conditioned upon execution of a general release of claims against the Company and
compliance with 36-month non-competition and non-solicitation covenants. In certain circumstances, payment will be
delayed for six months following termination under Code Section 409A.
Involuntary or Constructive Termination, and Change in Control
Within 24 months following a Change in Control: if Mr. Hall’s employment is terminated involuntarily and without Business
Reasons; or a Constructive Termination occurs; or if the Company elects not to renew the CEO Agreement upon its
expiration and Mr. Hall terminates his employment within 90 days following the expiration of the CEO Agreement (i.e., a
double trigger termination), Mr. Hall will be entitled to receive the following benefits:
Component
Base Salary
Short-Term
Incentive Award
(Bonus)
Long – Term
Incentive Award
Description
➣ accrued base salary and unused PTO through termination
➣ 3 times base salary then in effect, payable 6 months following termination
➣ any earned but unpaid bonus
➣ 3 times target bonus for fiscal year in which Change In Control occurs, payable 6
months following termination
➣ any due to be granted Annual LTI Awards pursuant to the CEO Agreement will be
granted
➣ all unvested outstanding equity awards will have the service requirement deemed
fully satisfied, all performance goals or other vesting criteria will be deemed
achieved (i) if the performance period has been completed, at actual level of
performance, or (ii) if the performance period has not been completed, at target
level of performance, and all stock options and SARs will be exercisable as to all
covered shares
Other
➣ reimbursement for up to 36 months’ COBRA premiums for Mr. Hall and his family
For equity awards granted after February 7, 2019, Mr. Hall’s unvested outstanding equity awards will only vest in
connection with a Change in Control if Mr. Hall’s employment is terminated under the circumstances described above
within 24 months following the Change in Control (i.e., if a “double trigger” occurs). For equity awards granted on or prior
to February 7, 2019, immediately upon a Change in Control (regardless of whether there is a termination of employment),
2022 Proxy Statement
31
Compensation Tables and Narrative Disclosures
all of Mr. Hall’s unvested outstanding equity awards will vest in full, all performance goals or other vesting criteria will be
deemed achieved at target levels and all stock options and SARs will be exercisable as to all covered shares. Additionally,
any to be granted Annual LTI Awards for the year of the Change in Control that have not yet been granted will be awarded
prior to consummation of the Change in Control.
Should any payments received by Mr. Hall upon a Change in Control constitute a “parachute payment” within the meaning
of Code Section 280G, Mr. Hall may elect to receive either the full amount of his Change in Control payments, or such
lesser amount as will ensure that no portion of his severance and other benefits will be subject to excise tax under Code
Section 4999. Additionally, certain payments may be delayed for six months following termination under Code
Section 409A.
The CEO Agreement utilizes the 2014 Plan definition of “Change in Control” which currently provides that a Change in
Control will occur when (i) there is a change in ownership of the Company such that any person (or group) becomes the
beneficial owner of 50% of our voting securities, (ii) there is a change in the ownership of a substantial portion of the
Company’s assets or (iii) there is a change in the effective control of the Company such that a majority of members of the
Board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of
the members of the Board prior to the date of appointment or election.
In the CEO Agreement, Mr. Hall is subject to certain restrictive covenants, including an indefinite confidentiality provision
as well as provisions providing for a non-compete, non-solicit of employees, customers, and suppliers, and non-
disparagement of the Company and its executives and directors that applies during employment and for 36 months
following the termination thereof.
Termination and Related Payments – Other Executive Officers
In the event of termination for cause, voluntary resignation or as a result of death, disability or retirement, no severance
benefits are provided. In the event of termination for cause or voluntary resignation, all equity awards are forfeited except
as discussed below under Death, Disability and Retirement. In the event of termination without cause (including in
connection with a Change in Control), other executive officers are entitled to receive the following benefits:
Component
Base Salary
Long–Term
Incentive Awards
Description
➣ accrued base salary and unused PTO (not to exceed 25 days) through termination
➣ 12 months continued base salary paid pursuant to normal payroll schedule
➣ In the event of a termination without cause within 12 months following a Change in
Control, all unvested outstanding equity will vest in full. For any PSU award where
the performance adjustment has not yet been determined, the award will vest
assuming target performance, and all stock options and SARs will be exercisable
as to all covered shares for 12 months following termination; otherwise unvested
awards are forfeited
➣ If no Change in Control, unvested equity awards are forfeited (except in the case
of death, disability and retirement, discussed below)
Other
➣ Reimbursement for up to 12 months’ COBRA premiums for executive and family
In order to receive severance benefits, the executive officers who are terminated are required to execute and comply with
a separation agreement and release of claims in which, among other things, the executive reaffirms his or her
commitment to confidentiality, non-competition and non-solicitation obligations and releases the Company from various
employment-related claims. In addition, in the case of NEOs (other than Mr. Hall), severance will not be paid to any
executive who refuses to accept an offer of comparable employment from Gartner or who does not cooperate or ceases to
cooperate when being considered for a new position with Gartner, in each case as determined by the Company. Finally,
under certain circumstances, payments and release of shares may be delayed for six months following termination under
Code Section 409A.
2022 Proxy Statement
32
Death, Disability and Retirement
Our executive officers are entitled to immediate vesting of all outstanding awards in the case of termination due to death
or disability, and continued vesting depending upon the age of the officer in the case of retirement (as defined) as
described in the following table:
Termination Event
Treatment of Unvested Equity Awards
Compensation Tables and Narrative Disclosures
Death or Disability
Retirement – not eligible
Retirement – eligible (awards granted prior to 2020) ➣ If < 60 years of age, 12 months of continued vesting
➣ Retirement eligible
➣ 100% vesting upon event
➣ Unvested awards forfeited
if: (i) on
the date of
retirement the officer is at least 55 years old and
has at least 5 years of service and (ii) the sum
of the officer’s age and years of service is 65 or
greater
➣ If 60, 24 months of continued vesting
➣ If 61, 36 months of continued vesting
➣ If 62 or older, unvested awards will continue to vest in
full in accordance with their terms
Retirement – eligible (awards granted in 2020 or
after)
➣ Retirement eligible if on the date of retirement,
the officer is at least 55 years old and has at
least 10 years of service
➣ For a retirement in the year that an award is granted,
the unvested portion of such award that is eligible to
vest will be prorated based on the number of days in
the year of grant during which the officer was employed
➣ Unvested awards continue to vest in full in accordance
with their terms (subject to certain conditions)
➣ For a retirement in the year that an award is granted,
the unvested portion of such award that is eligible to
vest will be prorated based on the number of days in
the year of grant during which the officer was employed
In order to receive retirement vesting, an officer must be retirement “eligible” on the date of retirement, as described in the
table above; if not, all unvested awards are forfeited upon retirement. At December 31, 2021, of our NEOs, Messrs. Hall
and Dawkins would have qualified for the additional vesting benefit upon retirement for their outstanding equity awards.
Disability is defined in our current equity award agreements as total and permanent disability.
SARs remain exercisable through the earlier of the applicable expiration date or one year from termination in the case of
death and disability, and through the expiration date in the case of retirement. Upon termination for any other reason,
vested SARs remain exercisable through the earlier of the applicable expiration date or 90 days from the date of
termination.
In the case of death, disability or retirement, unvested PSUs held by an officer that are eligible to vest will be earned, if at
all, based upon achievement of the related performance metric upon certification by the Compensation Committee.
Outstanding Equity Awards at Fiscal Year-End Table
This table provides information on each option (including SARs) and stock (including restricted stock units “RSUs” and
PSUs) awards held by each NEO as of December 31, 2021. All performance criteria associated with these awards (except
for the 2021 PSU award (see footnote 4)) were fully satisfied as of December 31, 2021, and the award is fixed. The
market value of the stock awards is based on the closing price of our Common Stock on the NYSE on December 31, 2021
(the last business day of the year), which was $334.32. Upon exercise of, or release of restrictions on, these awards, the
2022 Proxy Statement
33
Compensation Tables and Narrative Disclosures
number of shares ultimately issued to each executive will be reduced by the number of shares withheld by Gartner for tax
withholding purposes and/or as payment of the exercise price in the case of options and SARs.
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)
—
46,096
22,316
—
22,378
20,631
13,098
6,415
—
17,535
14,219
7,905
3,871
—
12,542
7,400
3,835
—
—
—
—
—
27,329
46,096
66,948
65,986
—
6,877
13,098
19,242
19,148
—
4,739
7,904
11,613
11,556
4,180
7,399
11,505
11,556
4,739
7,904
11,613
11,556
114.26
143.01
154.31
180.64
99.07
114.26
143.01
154.31
180.64
99.07
114.26
143.01
154.31
180.64
114.26
143.01
154.31
180.64
114.26
143.01
154.31
180.64
2/8/2025
2/6/2026
2/5/2027
2/10/2028
2/6/2024
2/8/2025
2/6/2026
2/5/2027
2/10/2028
2/6/2024
2/8/2025
2/6/2026
2/5/2027
2/10/2028
2/8/2025
2/6/2026
2/5/2027
2/10/2028
2/8/2025
2/6/2026
2/5/2027
2/10/2028
20,524
34,715
33,585
83,754
—
5,164
9,864
9,652
24,304
—
3,559
5,952
5,825
14,668
3,139
5,572
5,771
14,668
3,559
5,952
5,825
14,668
6,861,584
11,605,919
11,228,137
28,000,637
—
1,726,428
3,297,732
3,226,857
8,125,313
—
1,189,845
1,989,873
1,947,414
4,903,806
1,049,430
1,862,831
1,929,361
4,903,806
1,189,845
1,989,873
1,947,414
4,903,806
Name Executive Office
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(5)
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(5)
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(1) Vest 25% per year commencing 2/8/19, generally subject to the executive’s continued service through each applicable
vesting date.
(2) Vest 25% per year commencing 2/6/20, generally subject to the executive’s continued service through each applicable
vesting date.
(3) Vest 25% per year commencing 2/5/21, generally subject to the executive’s continued service through each applicable
vesting date.
(4) The performance restrictions for the 2021 PSU awards lapsed on December 31, 2021, and the Compensation
Committee determined in February 2022 that the Company achieved maximum performance on the underlying
performance goal. The amount reported represents 200% of the 2021 PSU target awards. The awards vest 25% per
year commencing 2/10/22, generally subject to the executive’s continued service through each applicable vesting
date.
(5) The amounts shown under Option Awards represent SARs that will be stock-settled upon exercise; accordingly, the
number of shares ultimately received upon exercise will be less than the number of SARs held by the executive and
reported in this table.
2022 Proxy Statement
34
Option Exercises and Stock Vested Table
This table provides information for the NEOs for the aggregate number of SARs that were exercised, and stock awards
that vested and released, during 2021 on an aggregate basis, and does not reflect shares withheld by the Company for
exercise price or withholding taxes.
Compensation Tables and Narrative Disclosures
Option Awards
Stock Awards
Number of
Shares
Acquired on
Exercise
(#)
196,587
32,547
21,675
—
54,367
Value
Realized on
Exercise
($) (1)
33,171,981
4,616,027
4,923,043
—
9,271,460
Number of
Shares
Acquired on
Vesting
(#) (2)
79,198
19,182
13,072
9,407
13,072
Value
Realized on
Vesting
($) (3)
13,102,166
3,235,070
2,210,585
1,781,125
2,210,585
Name
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
(1) Represents the spread between (i) the market price of our Common Stock at exercise and (ii) the exercise price for all
SARs exercised during the year, multiplied by the number of SARs exercised.
(2) Represents PSUs and RSUs awarded in prior years as long-term incentive compensation released in 2021.
(3) Represents the number of shares released multiplied by the market price of our Common Stock on the release date.
Non-Qualified Deferred Compensation Table
The Company maintains a Non-Qualified Deferred Compensation Plan for certain officers and key personnel whose
compensation grade profile was a 130 or higher in 2021, or those who have been previously grandfathered into the plan.
This plan currently allows qualified U.S.-based employees to defer up to 50% of annual salary and/or up to 100% of
annual bonus earned in a fiscal year. In addition, in 2021 the Company made a contribution to the account of each Named
Executive Officer who deferred compensation equal to the amount of such executive’s contribution (not to exceed 4% of
base salary and bonus), less $7,200. Deferred amounts are deemed invested in several independently-managed
investment portfolios selected by the participant for purposes of determining the amount of earnings to be credited by the
Company to that participant’s account. The Company may, but need not, acquire investments corresponding to the
participants’ designations.
Upon termination of employment for any reason, all account balances will be distributed to the participant in a lump sum,
except that a participant whose account balance is in excess of $25,000 may defer distributions for an additional year,
and/or elect to receive the balance in 20, 40 or 60 quarterly installments. In the event of an unforeseen emergency (which
includes a sudden and unexpected illness or accident of the participant or a dependent, a loss of the participant’s property
due to casualty or other extraordinary and unforeseeable circumstance beyond the participant’s control), the participant
may request early payment of his or her account balance, subject to approval.
2022 Proxy Statement
35
Compensation Tables and Narrative Disclosures
The following table provides information (in dollars) concerning contributions to the Deferred Compensation Plan in 2021
by the participating Named Executive Officers, the Company’s matching contributions, 2021 earnings, aggregate
withdrawals and distributions and account balances at year-end:
Name
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
Executive
Contributions
in 2021 (2)
Company
Contributions
in 2021 (3)
84,826
63,000
52,594
205,500
51,984
77,626
43,200
34,388
33,900
34,388
Aggregate
Earnings
in 2021
48,490
93,763
64,624
80,707
191,997
Aggregate
Withdrawals/
Distributions
in 2021
(215,749)
—
(111,201)
—
—
Aggregate
Balance at
12/31/21 (4)
499,043
840,922
315,638
1,033,600
1,452,848
(1) All executive and Company contribution amounts in this table have been reflected in the Summary Compensation
Table and prior years’ summary compensation tables, as applicable. Aggregate earnings are not reflected in the
Summary Compensation Table and were not reflected in prior years’ summary compensation tables.
(2) Executive Contributions are included in the “Base Salary” and/or “Non-Equity Incentive Plan Compensation” columns
in the Summary Compensation Table for the NEOs.
(3) Company Contributions are included in the “All Other Compensation” column of the Summary Compensation Table,
and in the “Company Match Under Non-qualified Deferred Compensation Plan” column of the Other Compensation
Table for the NEOs.
(4) Amounts reported in the Aggregate Balance column reflect the cumulative value of the NEOs’ deferral activities,
including executive contributions, company contributions, withdrawals and investment earnings thereon as of
December 31, 2021.
Potential Payments upon Termination or Change in Control
Certain Employment Agreements with Executive Officers above contains a detailed discussion of the payments and other
benefits to which our CEO and other NEOs are entitled in the event of termination of employment or upon a Change in
Control. The amounts payable assuming termination under various circumstances at December 31, 2021 are set forth
below. In the event of termination of employment or a termination in connection with a Change in Control, each NEO
would also be entitled to receive accrued personal time off (PTO) and the balance in his or her deferred compensation
plan account. Such accrued amounts are not quantified below. Except in limited circumstances for certain awards issued
to Mr. Hall prior to February 7, 2019, there is no vesting of equity awards for our NEO’s based solely upon a Change in
Control (i.e. without termination).
Mr. Hall, CEO
The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of
Common Stock underlying the equity awards that would vest, to Mr. Hall (i) had his employment been terminated on
December 31, 2021 (the “Termination Date”) as a result of (1) involuntary termination without cause and/or constructive
termination; (2) death, disability or retirement; or (3) an involuntary termination without cause and/or constructive
termination in the 24 months following a Change in Control (“Hall Double Trigger Termination”); or (ii) Change in Control
only with no involuntary termination within 24 months. See Outstanding Equity Awards At Fiscal Year End Table above for
2022 Proxy Statement
36
a list of Mr. Hall’s unvested equity awards at the end of 2021. Mr. Hall was eligible for retirement benefits as of
December 31, 2021.
Compensation Tables and Narrative Disclosures
Involuntary
termination
(severance
benefits)
(1)
Involuntary
termination
(continued
vesting of
equity
awards)
(2)
Death
or disability
(value of
unvested
equity
awards)
(3)
Retirement
(value of
unvested
equity
awards)
(4)
Hall Double
Trigger
Termination
(severance
benefits)
(5)
Total
Involuntary
termination
(1) (2)
Hall Double
Trigger
Termination
(acceleration
of
unvested
equity
awards)
(6)
Total
Hall Double
Trigger
Termination
Benefits
(5) (6)
Change in
Control Only
(7)
8,339,972
94,720,960 103,060,933
94,720,960
94,720,960
8,482,467
94,720,960 103,203,428
33,300,148
(1) Represents the sum of (w) three times base salary in effect at Termination Date, (x) 300% of the average actual bonus
paid for the prior three years (2018, 2019 and 2020), (y) earned but unpaid 2021 bonus, and (z) the amount of health
insurance premiums for Mr. Hall, his spouse and immediate family for 36 months (at premiums in effect on the
Termination Date).
(2) Represents (y) the fair market value using the closing price of our Common Stock on December 31, 2021 (the last
NYSE trading day in 2021), or $334.32 (the “Year End Price”) of unvested PSUs that would have vested within 48
months following the Termination Date, plus (z) the spread between the Year End Price and the exercise price for all
in-the-money SARs that would have vested within 48 months following the Termination Date, multiplied by the number
of such SARs. Since Mr. Hall is retirement-eligible, his termination would be treated as a retirement for purpose of
determining additional vesting of his PSUs and SARs and he would receive full vesting of his equity awards. 2021
PSUs are adjusted based upon the performance factor determined by the Compensation Committee in early 2022.
(3) Represents (y) the fair market value using the Year End Price of all unvested PSUs, plus (z) the spread between the
Year End Price and the exercise price for all in-the-money, unvested SARs, multiplied by the number of such SARs.
2021 PSUs are adjusted based upon the performance factor determined by the Compensation Committee in early
2022.
(4) Represents (y) the fair market value using the Year End Price of all unvested PSUs, plus (z) the spread between the
Year End Price and the exercise price for all in-the-money, unvested SARs, multiplied by the number of such SARs.
2021 PSUs are adjusted based upon the performance factor determined by the Compensation Committee in early
2022.
(5) Represents the sum of (w) three times base salary in effect at Termination Date, (x) three times 2021 target bonus,
(y) unpaid 2021 bonus, and (z) the amount of health insurance premiums for Mr. Hall, his spouse and immediate
family for 36 months (at premiums in effect on the Termination Date).
(6) Represents (y) the fair market value using the Year End Price of all unvested PSUs on the Termination Date (at actual
payout level for 2021 PSUs), plus (z) the spread between the Year End Price and the exercise price of all in-the-
money unvested SARs on the Termination Date, multiplied by the number of such SARs.
(7) Represents (y) the fair market value using the Year End Price of all unvested PSUs (granted prior to February 7,
2019) on the Termination Date, plus (z) the spread between the Year End Price and the exercise price of all in-the-
money unvested SARs (granted prior to February 7, 2019) on the Termination Date, multiplied by the number of such
SARs.
Other Named Executive Officers
The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of
Common Stock that would be released, to our NEOs (other than Mr. Hall) had their employment been terminated on
December 31, 2021 (the “Termination Date”) as a result of (i) involuntary termination without cause and/or constructive
termination; (ii) death or disability; (iii) retirement; or (iv) an involuntary termination without cause in the 12 months
following a Change in Control (“NEO Double Trigger Termination”). The NEOs listed below would not receive any payment
or vesting of equity awards in the event of a Change in Control only (i.e., without termination). Mr. Dawkins was eligible for
2022 Proxy Statement
37
Compensation Tables and Narrative Disclosures
retirement benefits at December 31, 2021. See Outstanding Equity Awards At Fiscal Year End Table above for a list of
unvested equity awards held by each NEO at the end of 2021.
Involuntary
termination
(severance
benefits)
(1)
Death
or disability
(value of
unvested
equity
awards)
(2)
649,070
539,070
535,968
539,070
26,801,879
16,452,298
15,927,723
16,452,298
Named Executive Officer
Craig W. Safian
Alwyn Dawkins
Jules P. Kaufman
Robin Kranich
Retirement
(value of
unvested
equity
awards)
(3)
0
14,701,305
0
0
Value of
unvested equity
awards NEO
Double Trigger
Termination
(4)
22,739,222
14,000,395
13,475,820
14,000,395
Total
NEO Double
Trigger
Termination
(1) (4)
23,388,292
14,539,465
14,011,788
14,539,465
(1) Represents 12 months’ base salary in effect on the Termination Date, plus the amount of health insurance premiums
for the executive, his or her spouse and immediate family for 12 months (at premiums in effect on the Termination
Date) payable in accordance with normal payroll practices.
(2) Represents (x) the fair market value using the Year End Price ($334.32) of 100% of unvested PSUs, plus (y) the
spread between the Year End Price and the exercise price of all in-the money unvested SARs, multiplied by the
number of such SARs, plus (z) the fair market value using the Year End Price of all unvested RSUs. 2021 PSUs are
adjusted based upon applicable performance metrics.
(3) Messrs. Safian and Kaufman and Ms. Kranich were not eligible for retirement benefits on the Termination Date and
would have forfeited all unvested equity had they retired on the Termination Date. Mr. Dawkins was retirement eligible
on the Termination Date. Pursuant to the terms of the award agreements, he would have been entitled to an additional
12 months of vesting for his 2018 and 2019 equity awards and full continued vesting for his 2020 and 2021 equity
awards. Figures in the table represent (y) the fair market value using the Year End Price of all his unvested PSUs that
would have been eligible to vest, plus (z) the spread between the Year End Price and the exercise price for all his
unvested SARs that would have been eligible to vest, multiplied by the number of such SARs. 2021 PSUs are
adjusted based upon the performance factor determined by the Compensation Committee in early 2022.
(4) Represents (x) the fair market value using the Year End Price of all unvested PSUs and RSUs on the Termination
Date (at target in the case of unadjusted 2021 PSUs), plus (y) the spread between the Year End Price and the
exercise price of all in-the-money unvested SARs on the Termination Date, multiplied by the number of such SARs.
Pay Ratio
The 2021 annual total compensation of the median compensated of all our employees who were employed as of
December 31, 2021, other than our CEO, Mr. Hall, was $118,762; Mr. Hall’s 2021 annual total compensation was
$14,096,168 and the ratio of these amounts was 1-to-119.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s
annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make
reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result,
the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies
have different employee populations and compensation practices and may utilize different methodologies, exclusions,
estimates and assumptions in calculating their own pay ratios.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our
payroll and employment records, and the methodology described herein. For these purposes, we identified the median
compensated employee using the base salary determined as of December 31, 2021 and target cash incentives for the
2021 performance year, which amounts were annualized for any employee who did not work for the entire year. We
considered all of our worldwide associates when examining the pay ratio. Based on our consistently applied compensation
measure, we identified a group of 10 associates within 0.1% of the median amount and calculated annual total
compensation in accordance with Summary Compensation Table requirements for these associates to identify our median
compensated employee.
2022 Proxy Statement
38
Compensation Tables and Narrative Disclosures
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2021 regarding the number of shares of our Common Stock
that may be issued upon exercise of outstanding options, stock appreciation rights and other rights (including restricted
stock units, performance stock units and common stock equivalents) awarded under our equity compensation plans (and,
where applicable, related weighted average exercise price information), as well as shares available for future issuance
under our equity compensation plans. All equity plans with outstanding awards or available shares have been approved
by our stockholders.
Column A
Column B
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
and Rights (1)
Weighted Average
Exercise Price of
Outstanding
Options
and Rights ($) (1)
108,005
1,699,862
—
1,807,867
—
145.36
—
145.36
Column C
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
(excluding shares in
Column A) (2)
—
4,623,915
3,335,062
7,958,977
Plan Category
2003 Long – Term Incentive Plan
2014 Long – Term Incentive Plan
2011 Employee Stock Purchase Plan
Total (3)
(1)
Includes 466,998 SARs, 1,226,551 PSUs and RSUs, and 114,318 CSEs. Because there is no exercise price
associated with PSUs, RSUs or CSEs, these stock awards are not included in the weighted-average exercise
price calculation presented in Column B. For SARs, includes the number of shares of Common Stock that would
be issuable based on the difference between the closing price of our Common Stock on December 31, 2021
($334.32) and the exercise price of in-the-money SARs as of that date.
(2) With respect to SARs, includes the number of shares of Common Stock that would be withheld for the exercise
price of in-the-money SARs based on the closing price of our Common Stock on December 31, 2021 ($334.32).
(3)
In addition, the Company has outstanding equity compensation awards that the Company assumed in the
acquisition of CEB, Inc. (“CEB”). These awards were granted by CEB under its 2012 Stock Incentive Plan (the
“CEB Plan”) in the period between 2012 to the closing of the acquisition by the Company and were converted into
an adjusted number of Company shares. As of December 31, 2021, there were a total of 6,693 Company shares
subject to assumed CEB restricted stock units. No additional restricted stock units, options or other awards have
been granted under the CEB Plan since the closing of the acquisition and no new awards will be granted in the
future under that plan.
2022 Proxy Statement
39
PROPOSAL TWO:
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and
the related rules of the SEC, we are including in this Proxy Statement a separate resolution subject to stockholder vote to
approve the compensation of our NEOs. The stockholder vote on this resolution is advisory only. However, the
Compensation Committee and the Board will consider the voting results when making future executive compensation
decisions.
The text of the resolution in respect of Proposal No. 2 is as follows:
Resolved, that the compensation of Gartner’s Named Executive Officers as disclosed in this Proxy
Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion, is hereby approved on an advisory basis.
In considering your vote, stockholders may wish to review with care the information on Gartner’s compensation policies
and decisions regarding the NEOs presented in the CD&A on pages 17-26, including, in particular, the information
concerning Company performance included in the Executive Summary on pages 17-18 and highlights of our
Compensation Practices on pages 18-19.
In particular, stockholders should note that the Compensation Committee bases its executive compensation decisions on
the following:
➣ the need to attract, motivate and retain highly talented, creative and entrepreneurial individuals in a highly
competitive industry and marketplace;
➣ the need to motivate our executives to maximize the performance of our Company through pay-for-performance
compensation components which have led executives to deliver outstanding performance for the past several
years;
➣ comparability to the practices of peers in our industry and other comparable companies generally based upon
available benchmarking data; and
➣ the alignment of our executive compensation programs with stockholder value through heavily weighted
performance-based compensation elements.
As noted in the Executive Summary commencing on page 17, 2021 was a year of strong performance for Gartner despite
challenges caused by the COVID-19 pandemic. We believe this strong performance is largely a result of the agility, focus
and skill of our executive leadership team. The Board believes that Gartner’s executive compensation program has a
proven record of effectively driving superior levels of financial performance, stockholder value, alignment of pay with
performance, high ethical standards and attraction and retention of highly talented executives.
RECOMMENDATION OF OUR BOARD
Our Board unanimously recommends that you vote FOR the foregoing resolution to approve, on an
advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy
Statement.
________________
2022 Proxy Statement
40
PROPOSAL THREE:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed KPMG LLP (“KPMG”) to serve as the Company’s
independent registered public accounting firm for the 2022 fiscal year. Additional information concerning the Audit
Committee and its activities with KPMG can be found in the Audit Committee Report and the Principal Accountant Fees
and Services below.
The Audit Committee is directly responsible for the appointment, compensation and oversight of the Company’s
independent registered public accounting firm. Ratification by the stockholders of the appointment of KPMG is not
required by law, the Company’s bylaws or otherwise. However, the Board of Directors is submitting the appointment of
KPMG for stockholder ratification to ascertain stockholders’ views on the matter. Representatives of KPMG will attend the
Annual Meeting to respond to appropriate questions and to make a statement if they desire to do so.
Principal Accountant Fees and Services
The following table presents fees for professional services rendered by KPMG for the integrated audit of the Company’s
consolidated financial statements and internal control over financial reporting during the years ended December 31, 2021
and 2020, and fees for other services rendered by KPMG during those periods:
Types of Fees
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Total Fees
Audit Fees
2020 ($)
5,689,000
323,000
1,456,000
—
7,468,000
2021 ($)
5,564,000
201,000
1,156,000
—
6,921,000
Audit fees relate to professional services rendered by KPMG for the audit of the Company’s annual consolidated financial
statements contained in its Annual Report on Form 10-K, audit of internal controls over financial reporting, and the review
of the Company’s quarterly financial statements contained in its Quarterly Reports on Form 10-Q, as well as work
performed in connection with statutory and regulatory filings. The amounts noted above include reimbursement for direct
out-of-pocket travel and other sundry expenses.
Audit-Related Fees
Audit-related fees relate to professional services for assurance and audit-related services performed for the Company or
its subsidiaries but not directly related to the audits. Audit-Related fees include attestation or agreed upon procedures
related to certain statutory requirements or local reporting requirements and issuance of the comfort letters related to the
Company’s debt issuance.
Tax Fees
Tax fees relate to professional services rendered by KPMG for permissible tax compliance in international and domestic
locations, tax advice, tax planning, and transfer pricing.
All Other Fees
This category of fees covers all fees for any permissible service not included in the above categories.
2022 Proxy Statement
41
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
Pre-Approval Policies
The Audit Committee’s policy is to pre-approve all audit, audit-related and permissible non-audit services provided by
KPMG. These services may include domestic and international audit services, audit-related services, tax services and
other services. At the beginning of each fiscal year, the Audit Committee pre-approves aggregate fee limits for specific
types of permissible services (e.g., domestic and international tax compliance and tax planning services; transfer pricing
services, audit-related services and other permissible services) to allow management to engage KPMG expeditiously as
needed when projects arise. At each regular quarterly meeting, KPMG and management report to the Audit Committee
regarding the services for which the Company has engaged KPMG in the immediately preceding fiscal quarter in
accordance with the pre-approved limits, and the related fees for such services as well as year-to-date cumulative fees for
KPMG services. Pre-approved limits may be adjusted as necessary during the year, and the Audit Committee may also
pre-approve particular services on a case-by-case basis. All services provided by KPMG in 2021 were pre-approved by
the Audit Committee.
AUDIT COMMITTEE REPORT
Pursuant to its responsibilities as set forth in the Audit Committee Charter, the Audit Committee has reviewed and
discussed with management and with KPMG Gartner’s audited consolidated financial statements for the year ended
December 31, 2021. The Audit Committee has discussed with KPMG the matters required to be discussed under
applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange
Commission. The Audit Committee has received the written disclosures and letter from KPMG required by applicable
requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and
has discussed with KPMG that firm’s independence.
Based on the review and discussions noted above, as well as discussions regarding Gartner’s internal control over
financial reporting and discussions with Gartner’s Internal Audit function, the Audit Committee recommended to the Board
of Directors that the audited consolidated financial statements for the year ended December 31, 2021 be included in
Gartner’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the Securities and
Exchange Commission.
Audit Committee of the Board of Directors
Richard J. Bressler
Karen E. Dykstra
James C. Smith
RECOMMENDATION OF OUR BOARD
Our Board unanimously recommends that you vote FOR ratification of the appointment of KPMG LLP
as the Company’s independent registered public accounting firm for the 2022 fiscal year.
________________
2022 Proxy Statement
42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Based on our review of information on file with the SEC and our stock records, the following table provides certain
information about beneficial ownership of shares of our Common Stock as of April 7, 2022 (including shares that will
release or are or will become exercisable within 60 days following April 7, 2022) held by: (i) each person (or group of
affiliated persons) which is known by us to own beneficially more than five percent (5%) of our Common Stock; (ii) each of
our directors; (iii) each NEO; and (iv) all directors, NEOs and other current executive officers as a group. Percentage
computations are based on 81,164,764 shares of Common Stock outstanding on April 7, 2022. Unless otherwise
indicated, the address for those listed below is c/o Gartner, Inc., 56 Top Gallant Road, Stamford, CT 06902. The amounts
shown do not include CSEs that release upon termination of service as a director, or deferred RSUs that will not release
within 60 days. Since all stock appreciation rights (SARs) are stock-settled (i.e., shares are withheld for the payment of
exercise price and taxes), the number of shares ultimately issued upon settlement will be less than the number of SARs
exercised. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the
table directly own, and have sole voting and investment power with respect to, all shares of Common Stock shown as
beneficially owned by them. To the Company’s knowledge, none of these shares has been pledged.
Beneficial Owner
Peter E. Bisson
Richard J. Bressler
Raul E. Cesan (1)(2)
Karen E. Dykstra
Diana S. Ferguson (3)
Anne Sutherland Fuchs (1)
William O. Grabe (1)(4)
Stephen G. Pagliuca (1)
Eileen M. Serra
James C. Smith (1)(5)
Eugene A. Hall (6)
Craig W. Safian (7)
Alwyn Dawkins (8)
Jules Kaufman (9)
Robin Kranich (10)
All current directors, NEOs and other executive officers as a group (23 persons) (11)
The Vanguard Group, Inc. (12)
100 Vanguard Blvd., Malvern, PA 19355
BlackRock, Inc. (13)
55 East 52nd Street, New York, NY 10055
Baron Capital Group, Inc. (14)
767 Fifth Avenue, New York, NY 10153
Polen Capital Management, LLC (15)
1825 NW Corporate Blvd., Suite 300, Boca Raton, FL 33431
Number of Shares
Beneficially
Owned
1,743
29,137
104,429
15,540
710
19,679
27,764
65,363
999
915,637
1,347,126
149,123
105,077
56,675
26,489
3,035,653
Percent
Owned
*
*
*
*
*
*
*
*
*
1.1
1.7
*
*
*
*
3.7
9,095,452
11.2
6,273,247
7.7
5,350,293
6.6
4,579,209
5.6
*
(1)
(2)
(3)
(4)
Less than 1%
Includes 1,029 RSU shares that will release within 60 days.
Includes 30,000 shares held by a family foundation as to which Mr. Cesan may be deemed a beneficial owner.
Includes 660 RSU shares that will release within 60 days.
Includes 26,665 shares held by a grantor retained annuity trust (GRAT). These shares are held in trust for the
benefit of Mr. Grabe and his children. Mr. Grabe is the Trustee of the GRAT.
2022 Proxy Statement
43
Security Ownership of Certain Beneficial Owners and Management
(5)
(6)
(7)
(8)
(9)
Includes 206,900 shares held by a family foundation as to which Mr. Smith may be deemed a beneficial owner.
Includes 157,602 vested and exercisable stock appreciation rights (“SARs”).
Includes 87,149 vested and exercisable SARs.
Includes 58,981 vested and exercisable SARs.
Includes 9,112 shares held by family trusts as to which Mr. Kaufman may be deemed a beneficial owner and 38,381
vested and exercisable SARs.
(10)
Includes 15,451 vested and exercisable SARs.
(11)
Includes 5,805 RSUs shares that will release within 60 days, and 471,745 SARs that are, or will become within 60
days, vested and exercisable.
(12) Beneficial ownership information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on
February 10, 2022. The Vanguard Group has shared voting power over 140,433 shares, sole dispositive power over
8,753,321 shares and shared dispositive power over 342,131 shares.
(13) Beneficial ownership information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February
1, 2022. BlackRock, Inc. has sole voting power over 5,424,635 shares and sole dispositive power over 6,273,247
shares.
(14) Beneficial ownership information is based on a Schedule 13G/A filed by Baron Capital Group, Inc., BAMCO, Inc., a
subsidiary of Baron Capital Group, Inc., Baron Capital Management, Inc., a subsidiary of Baron Capital Group, Inc.,
and Ronald Baron, who owns a controlling interest in Baron Capital Group, Inc., with the SEC on February 14,
2022. BAMCO, Inc. has shared voting power of 4,994,018 shares and shared dispositive power of 5,102,750
shares. Baron Capital Group, Inc. has shared voting power of 5,241,561 shares and shared dispositive power of
5,350,293 shares. Baron Capital Management, Inc. has shared voting power and shared dispositive power of
247,543 shares. Mr. Baron has shared voting power of 5,241,561 shares and shared dispositive power of 5,350,293
shares.
(15) Beneficial ownership information is based on a Schedule 13G/A filed by Polen Capital Management, LLC with the
SEC on February 10, 2022. Polen Capital Management, LLC has sole voting power and sole dispositive power with
respect to all of the shares.
In addition to the shares shown in the table above, as of April 7, 2022, the following Directors had CSE’s that release upon
termination of service as a director: Mr. Bisson, 2,690; Mr. Bressler, 19,981; Mr. Cesan, 1,063; Ms. Dykstra, 9,994; Ms.
Ferguson, 81; Ms. Fuchs, 29,577; Mr. Grabe, 47,197; Mr. Pagliuca, 1,668; and Ms. Serra, 1,952. See “Compensation of
Directors” on page 6 for a description of CSEs issued to directors.
2022 Proxy Statement
44
TRANSACTIONS WITH RELATED PERSONS
Gartner provides actionable, objective insight to executives and their teams for more than 15,000 enterprises in
approximately 100 countries and territories — across all major functions, in every industry and enterprise size. Because of
our worldwide reach, it is not unusual for Gartner to engage in ordinary course of business transactions involving the sale
of research or consulting services with entities in which one of our directors, executive officers or a greater than 5% owner
of our stock, or immediate family member of any of them, may also be a director, executive officer, partner or investor, or
have some other direct or indirect interest. We will refer to these transactions generally as related party transactions.
Our Governance Committee reviews all related party transactions to determine whether any director, executive officer or a
greater than 5% owner of our stock, or immediate family member of any of them, has a material direct or indirect interest,
or whether the independence from management of our directors may be compromised as a result of the relationship or
transaction. Our Board Principles and Practices, which are posted on https://investor.gartner.com, require directors to
disclose all actual or potential conflicts of interest regarding a matter being considered by the Board or any of its
committees and to excuse themselves from that portion of the Board or committee meeting at which the matter is
addressed to permit independent discussion. Additionally, the member with the conflict must abstain from voting on any
such matter. The Governance Committee is charged with resolving any conflict of interest issues brought to its attention
and has the power to request the Board to take appropriate action, up to and including requesting the involved director to
resign. Our Audit Committee and/or Board reviews and pre-approves all material related party transactions involving our
directors in accordance with applicable provisions of Delaware law and with the advice of counsel, if deemed necessary.
The Company maintains a written related party transactions policy and a written conflict of interest policy, which are
posted on our intranet. The conflict of interest policy prohibits all Gartner employees, including our executive officers, from
engaging in any personal, business or professional activity which conflicts with or appears to conflict with their
employment responsibilities and from maintaining financial interests in entities that could create an appearance of
impropriety in their dealings with the Company. Additionally, the policy prohibits all Gartner employees from entering into
agreements on behalf of Gartner with any outside entity if the employee knows that the entity is a related party to a
Gartner employee; i.e., that the contract would confer a financial benefit, either directly or indirectly, on a Gartner
employee or his or her relatives. All potential conflicts of interest and related party transactions involving Gartner
employees must be reported to, and pre-approved by, the General Counsel.
Since January 1, 2021, there were no related party transactions in which any director, executive officer or a greater than
5% owner of our stock, or immediate family member of any of them, had or will have a direct or indirect material interest.
2022 Proxy Statement
45
PROXY AND VOTING INFORMATION
Information Concerning Proxy Materials and the Voting of Proxies
How can I participate in the 2022 Annual Stockholders’ Meeting?
To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2022. Online check-in will be
available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on
April 7, 2022, the Record Date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual
Meeting, including to vote, ask questions, and view the list of registered stockholders as of the Record Date during the
Annual Meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/
IT2022, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (the
“Notice”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form
or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may
access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction
form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other
nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend,
participate in or vote at the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the
check-in or meeting time, please call the technical support number that will be provided on the log-in page.
Stockholders may submit questions during the Annual Meeting. Questions may be submitted during the Annual Meeting at
www.virtualshareholdermeeting.com/IT2022. The company will try to answer as many questions as possible during the
time scheduled. Additional information regarding the question and answer process, including the types and number of
questions permitted, and the time allotted for the question and answer session, will be available in the Annual Meeting
rules of conduct and procedures, which will be posted at the virtual Annual Meeting website during the Annual Meeting.
Why is it Important to Vote?
Voting your shares is important to ensure that you have a say in the governance of the Company. Additionally, repeated
failure to vote may subject your shares to risk of escheatment. Please review the proxy materials and follow the relevant
instructions to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in the future of
Gartner.
Why Did You Receive a Notice Regarding Availability of Proxy Materials?
The Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their stockholders
via the Internet. This “e-proxy” process expedites stockholders’ receipt of proxy materials, while significantly lowering the
costs and reducing the environmental impact of our annual meeting. Accordingly, on April 18, 2022, we mailed to our
stockholders (other than those who previously have requested printed proxy materials) a Notice. If you received a Notice,
you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how
to access our proxy materials for the Annual Meeting on a website, how to request a printed copy of the proxy materials
and how to vote your shares. We will mail printed copies of our proxy materials to those stockholders who have already
elected to receive printed proxy materials.
If Your Shares Are Held in “Street Name,” How Are Your Shares Voted?
If you are the beneficial owner of shares (meaning that your shares are held in the name of a bank, brokerage or other
nominee; i.e., “street name” accounts), you may receive a Notice from that firm containing instructions you must follow in
order for your shares to be voted. Additionally, under applicable New York Stock Exchange (“NYSE”) rules relating to the
discretionary voting of proxies, banks, brokers and other nominees are not permitted to vote shares with respect to “non-
routine” matters, such as the election of directors and the say on pay proposal presented this year without instructions
from the beneficial owner, except they may, but are not required to vote without instructions on “routine” matters, such as
the ratification of the appointment of an independent registered public accounting firm. Therefore, beneficial holders are
advised that, if they do not timely provide instructions to their bank, broker or other nominee, their shares will not be voted
in connection with Proposals One and Two, but may be voted in connection with Proposal Three. Generally, broker non-
votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial
owner and instructions are not given. We urge you to promptly provide voting instructions to your broker to ensure that
your shares are voted on all of the proposals, even if you plan to attend the annual meeting.
2022 Proxy Statement
46
Proxy and Voting Information
If You Are the Holder of Record of Your Shares, How Are Your Shares Voted?
If you are the holder of record of your shares, you will either receive a Notice or printed proxy materials if you have already
elected to receive printed materials. The Notice will contain instructions you must follow to vote your shares. If you
received proxy materials in paper form, the materials include a proxy card instructing the holder of record how to vote the
shares.
How Can You Get Electronic Access to Proxy Materials?
The Notice provides instructions regarding how to view our proxy materials for the Annual Meeting online. Additionally,
proxy materials are available on www.proxyvote.com, 24 hours a day, seven days a week. You will need the control
number(s) located on your Notice to access the proxy materials online.
How Can You Request Paper or Email Copies of Proxy Materials?
If you received a Notice by mail, you will not receive a printed copy of the proxy materials. If you want to receive paper or
email copies of the proxy materials, you must request them. There is no charge for requesting a copy. To facilitate timely
delivery, please make your request on or before May 21, 2022. To request paper or email copies, stockholders can go to
www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. Please note that if you
request materials by email, send a blank email with your control number(s) (located on your Notice) in the subject line.
How Can You Sign Up to Receive Future Proxy Materials Electronically?
You have the option to receive all future proxy statements, proxy cards and annual reports electronically via email or the
Internet. If you elect this option, the Company will only mail printed materials to you in the future if you request that we do
so. To sign up for electronic delivery, please follow the instructions below under How Can You Vote to vote using the
Internet and vote your shares. After submitting your vote, follow the prompts to sign up for electronic delivery.
What is “Householding”?
We have adopted “householding” procedures that allow us to deliver proxy materials more cost-effectively. If you are a
beneficial owner of shares and you and other residents at your mailing address share the same last name and also own
shares of common stock in an account at the same bank, brokerage, or other nominee, your nominee delivered a single
Notice or set of proxy materials to your address. This method of delivery is known as householding. Householding
reduces the number of mailings you receive, saves on printing and postage costs and helps the environment.
Stockholders participating in householding continue to receive separate proxy cards and control numbers for voting
electronically.
We will deliver promptly a separate copy of the Notice or proxy materials to a stockholder at a shared address to which a
single copy was delivered. A stockholder who received a single Notice or set of proxy materials to a shared address may
request a separate copy of the Notice or proxy materials be sent to him or her by contacting in writing to Broadridge
Financial Solutions, Inc. (“Broadridge”), Householding Department at 51 Mercedes Way, Edgewood, New York, 11717, or
calling 1-866-540-7095. If you would like to opt out of householding for future deliveries of proxy materials, please contact
your broker, bank or other nominee.
Beneficial owners of shares who share an address and receive multiple copies of the proxy materials but want to receive
only a single copy of these materials in the future should contact their bank, brokerage or other nominee and make this
request.
Who Can Vote at the Annual Meeting?
Only stockholders of record at the close of business on April 7, 2022 (the “Record Date”) may vote at the Annual Meeting.
As of the Record Date, there were 81,164,764 shares of Common Stock outstanding and eligible to be voted. This amount
does not include treasury shares which are not voted.
2022 Proxy Statement
47
Proxy and Voting Information
How Can You Vote?
You may vote using one of the following methods:
➣ Internet
➣ Telephone
➣ Mail
➣ At the meeting
You may vote on the Internet up until 11:59 PM Eastern Time on June 1,
2022 by going to the website for Internet voting on the Notice or your proxy
card (www.proxyvote.com) and following the instructions on your screen.
Have your Notice or proxy card available when you access the web page. If
you vote by the Internet, you should not return your proxy card.
You may vote by telephone by calling the toll-free telephone number on
your proxy card (1-800-690-6903), 24 hours a day and up until 11:59 PM
Eastern Time on June 2, 2022, and following pre-recorded instructions.
Have your proxy card available when you call. If you vote by telephone,
you should not return your proxy card.
If you received your proxy materials by mail, you may vote by mail by
marking the enclosed proxy card, dating and signing it, and returning it in
the postage-paid envelope provided or to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, N.Y. 11717.
You may vote at the Annual Meeting by visiting
www.virtualshareholdermeeting.com/IT2022 and using your control
number.
All shares that have been voted properly by an unrevoked proxy will be voted at the Annual Meeting in accordance with
your instructions. If you sign and submit your proxy card, but do not give voting instructions, the shares represented by
that proxy will be voted for each proposal as our Board recommends.
How to Revoke Your Proxy or Change Your Vote
A later vote by any means will cancel an earlier vote. You can revoke your proxy or change your vote before your proxy is
voted at the Annual Meeting by giving written notice of revocation to: Corporate Secretary, Gartner, Inc., 56 Top Gallant
Road, P.O. Box 10212, Stamford, Connecticut 06904-2212; or submitting another timely proxy by the Internet, telephone
or mail; or voting at the Annual Meeting. If there is a physical meeting in Stamford, Connecticut and your shares are held
in the name of a bank, broker or other holder of record, to vote at the Annual Meeting you must obtain a proxy executed in
your favor from your bank, broker or other holder of record and bring it to the Annual Meeting in order to vote. Attendance
at the Annual Meeting will not, by itself, revoke your prior proxy.
How Many Votes You Have
Each stockholder has one vote for each share of our Common Stock owned on the Record Date for all matters being
voted on.
Quorum
A quorum is constituted by the presence, in person or by proxy, of holders of our Common Stock representing a majority
of the number of shares of Common Stock entitled to vote. Abstentions and broker non-votes (described above) will be
considered present to determine a quorum.
Votes Required
Proposal One: Each nominee must receive more “FOR” votes than “AGAINST” votes to be elected. Abstentions and
broker non-votes will have no effect on the outcome of the election. Any nominee who fails to achieve this threshold must
tender his or her resignation from the Board pursuant to the Company’s majority vote standard.
Proposals Two and Three: The affirmative “FOR” vote of a majority of the votes of shares of Common Stock present in
person or represented by proxy and entitled to vote is required to approve Proposal Two—the advisory (non-binding)
approval of the Company’s executive compensation and Proposal Three—the ratification of the appointment of KPMG
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. For Proposals
Two and Three, abstentions have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on the
outcome of these matters.
If any other matters are brought properly before the Annual Meeting, the persons named as proxies in the accompanying
proxy card will have the discretion to vote on those matters for you. If for any reason any of the nominees is not available
as a candidate for director at the Annual Meeting, the persons named as proxies will vote your proxy for such other
2022 Proxy Statement
48
candidate or candidates as may be nominated by the Board of Directors. As of the date of this Proxy Statement, we were
unaware of any other matter to be raised at the Annual Meeting.
Proxy and Voting Information
What Are the Recommendations of the Board?
The Board of Directors recommends that you vote:
✓ FOR
✓ FOR
✓ FOR
Election of each of the eleven nominees to our Board of Directors
Approval, on an advisory basis, of the compensation of our named
executive officers
Ratification of the appointment of KPMG LLP as our independent
registered public accounting firm for the 2022 fiscal year
Who Is Distributing Proxy Materials and Bearing the Cost of the Solicitation?
This solicitation of proxies is being made by the Board of Directors and we will bear the entire cost of this solicitation,
including costs associated with mailing the Notice and related Internet access to proxy materials, the preparation,
assembly, printing, and mailing of this Proxy Statement, the proxy card, and any additional solicitation material that we
may provide to stockholders. Gartner will request brokerage firms, fiduciaries and custodians holding shares in their
names that are beneficially owned by others to solicit proxies from these persons and will pay the costs associated with
such activities. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic mail and
other means by our directors, officers and employees. No additional compensation will be paid to these individuals for any
such services. We have also retained Georgeson LLC to assist with the solicitation of proxies at an anticipated cost of
$8,000, which will be paid by the Company.
Where can I find the voting results of the Annual Meeting?
We will disclose voting results on a Form 8-K that will be filed with the SEC within four business days after the Annual
Meeting, which will also be available on our investor relations website – https://investor.gartner.com.
Who Can Answer Your Questions?
If you have questions about this Proxy Statement or the Annual Meeting, please call our Investor Relations Department at
(203) 316-6537.
Stockholder Communications
Stockholders and other interested parties may communicate with any of our directors, including our Chairman of the
Board, by writing to them c/o Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. 10212, Stamford, CT
06904-2212. All communications other than those which on their face are suspicious, inappropriate or illegible will be
delivered to the director to whom they are addressed.
Available Information
Our website address is www.gartner.com. The investor relations section of our website is located at https://
investor.gartner.com and contains, under the “Governance Documents” link, which can be found on the “Governance”
tab, current electronic printable copies of our:
➣ CEO & CFO Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer, controller
and other financial managers
➣ Code of Conduct, which applies to all Gartner officers, directors and employees
➣ Principles and Practices of the Board of Directors, the corporate governance principles that have been
adopted by our Board
➣ Audit Committee Charter
➣ Compensation Committee Charter
➣ Governance/Nominating Committee Charter
This information is also available in print to any stockholder who makes a written request to Investor Relations, Gartner,
Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212.
2022 Proxy Statement
49
Proxy and Voting Information
Process for Submission of Stockholder Proposals for our 2023 Annual Meeting
The Company has adopted advance notice requirements related to stockholder business, including director nominations.
These requirements are contained in our Bylaws, which can be found at https://investor.gartner.com, under the
“Governance Documents” link, which can be found on the “Governance” tab and are summarized below. This summary is
qualified by reference to the full Bylaw provision.
Proposals for Inclusion in our Proxy Statement
To be considered for inclusion in the proxy statement and proxy card for the 2023 Annual Meeting, proposals of
stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and stockholder director nominations
pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary, Gartner,
Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212, and must be received no later than 5:00 p.m.
Eastern Time, on December 19, 2022 and, in the case of a proxy access nomination, no earlier than November 19, 2022.
The submission of a stockholder proposal or proxy access nomination does not guarantee that it will be included in our
proxy statement.
Other Proposals
If you are a stockholder of record and you want to nominate a director or introduce a proposal on other business at the
2023 Annual Meeting without having it included in our proxy materials, you must deliver written notice no earlier than the
close of business on February 2, 2023 and no later than 5:00 p.m. Eastern Time on March 4, 2023; provided, however,
that if the date of the 2023 Annual Meeting is more than 30 days before or after the anniversary date of this year’s Annual
Meeting, then you must deliver your written notice no earlier than the close of business 120 days prior to the 2023 Annual
Meeting and no later than the close of business 90 days prior to the 2023 Annual Meeting or the 10th day after the
Company publicly announces the date of the 2023 Annual Meeting. The notice of such nomination or proposal must
comply with the Bylaws.
If you do not comply with all of the provisions of our advance notice requirements, then your proposal may not be brought
before the 2023 Annual Meeting. All stockholder notices should be addressed to the Corporate Secretary, Gartner, Inc., 56
Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212. In addition, a stockholder who intends to solicit proxies
pursuant to Rule 14a-19 in support of nominees submitted under these advance notice provisions of the Bylaws must
provide notice to the Secretary of the Company regarding such intent no later than 5:00 p.m. Eastern Time on April 3,
2023.
Annual Report
A copy of our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 10-K”) has been filed with
the Securities and Exchange Commission and is available at www.sec.gov. You may also obtain a copy at https://
investor.gartner.com. A copy of the 2021 10-K is also contained in our 2021 Annual Report to Stockholders, which
accompanies this Proxy Statement. A copy of the 2021 10-K will be mailed, without charge, to any stockholder who
makes a written request to Investor Relations, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT
06904-2212.
By Order of the Board of Directors
Jules Kaufman
Secretary
Stamford, Connecticut
April 18, 2022
2022 Proxy Statement
50
2021
Annual Report
[THIS PAGE INTENTIONALLY LEFT BLANK]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
☐
Commission file number: 1-14443
GARTNER, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Delaware
04-3099750
P.O. Box 10212
56 Top Gallant Road
Stamford,
Connecticut
(Address of principal executive offices)
06902-7700
(Zip Code)
Registrant’s telephone number, including area code: (203) 316-1111
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Common Stock, $0.0005 par value per share
IT
Securities registered pursuant to Section 12(g) of the Act: None
Name of each exchange
on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Smaller reporting company ☐
Accelerated filer
Emerging growth company
☐
☐
Non-accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of June 30, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was
$19.7 billion, based on the closing price as reported on the New York Stock Exchange.
As of February 17, 2022, there were 82,287,402 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 2, 2022 (the “2022 Proxy
Statement”) is incorporated by reference into Part III to the extent described therein.
GARTNER, INC.
2021 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES (not applicable)
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
[RESERVED]
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 16.
FORM 10-K SUMMARY
SIGNATURES
PART I
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ITEM 1. BUSINESS.
GENERAL
Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools
enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 100 countries and
territories— across all major functions, in every industry and enterprise size.
Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as
described below.
Research equips executives and their teams from every function and across all industries with actionable, objective insight,
guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and
data-driven research to help our clients address their mission critical priorities.
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our
Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-
driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s
actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology
investments and stronger performance on our clients’ mission critical priorities.
The fiscal year of Gartner is the twelve-month period from January 1 through December 31. All references to 2021, 2020 and
2019 herein refer to the fiscal year unless otherwise indicated. When used in this Annual Report on Form 10-K, the terms
“Gartner,” the “Company,” “we,” “us” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.
MARKET OVERVIEW
Enterprise leaders face enormous pressure to stay ahead and grow profitably amidst constant changes. Whether it is a digital
transformation, a global health crisis, large-scale regulatory changes, or other unique challenges, business leaders today are
facing significant disruptive changes. We believe that enterprises cannot be operationally effective unless they incorporate the
right strategy, management and technology decisions into every part of their business. This requirement affects all business
levels, functions and roles. Executives and their teams turn to Gartner for decision-making and execution guidance to achieve
their mission critical priorities.
OUR SOLUTION
We believe our combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right
decisions and actions on the issues that matter most. Organizations are overrun with data and information. Gartner helps
eliminate this information chaos and provides clarity with actionable, objective insight. We employ a diversified business
model that utilizes and leverages the breadth and depth of our differentiated intellectual capital. The foundation of our business
model is our ability to create and distribute our proprietary research content as broadly as possible via published reports,
interactive tools, facilitated peer networking, briefings and direct communications with executives and their teams; our
conferences, including the Gartner Symposium/Xpo series; and consulting and advisory services.
PRODUCTS AND SERVICES
Our diversified business model provides multiple entry points and sources of value for our clients that lead to increased client
spending on our research and advisory services, conferences and consulting services. A critical part of our long-term strategy is
to increase business volume and penetration with our most valuable clients, identifying relationships with the greatest sales
potential and expanding those relationships by offering strategically relevant research and insight. We also seek to extend the
Gartner brand name to develop new client relationships, augment our sales capacity and expand into new markets around the
world. These initiatives have created additional revenue streams through more effective packaging, campaigning and cross-
selling of our products and services. In addition, we seek to increase our revenue and operating cash flow through more
effective pricing of our products and services.
4
Our principal products and services are delivered through our three business segments, as described below.
•
•
•
RESEARCH. Gartner delivers independent, objective advice to leaders across an enterprise through subscription services
that include on-demand access to published research content, data and benchmarks, and direct access to a network of
approximately 2,200 research experts located around the globe. Gartner research is the fundamental building block for all
Gartner products and services. We combine our proprietary research methodologies with extensive industry and academic
relationships to create Gartner products and services that address each role across an enterprise. Within the Research
segment, Global Technology Sales (“GTS”) sells products and services to users and providers of technology, while Global
Business Sales (“GBS”) sells products and services to all other functional leaders, such as human resources, supply chain,
marketing, and finance.
Our research agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face
every day. We are in steady contact with more than 15,000 distinct client enterprises worldwide. We publish tens of
thousands of pages of original research annually, and our research experts had more than 495,000 direct client interactions
in 2021. Our size and scale enable us to commit vast resources toward broader and deeper research coverage and to deliver
insight to our clients based on what they need and where they are. The ongoing interaction of our research experts with our
clients enables us to identify the most pertinent topics to them and develop relevant product and service enhancements to
meet the evolving needs of users of our research. Our proprietary research content, presented in the form of reports,
briefings, updates and related tools, is delivered directly to the client’s computer or mobile device via our website and/or
product-specific portals.
Clients normally sign subscription contracts that provide access to our research content and advisory services for individual
users over a defined period. We typically have a minimum contract period of twelve months for our research and advisory
subscription contracts and, at December 31, 2021, a significant portion of our contracts were multi-year.
CONFERENCES. Gartner conferences are designed for IT and business executives as well as decision makers looking to
adapt and evolve their organizations through disruption and uncertainty, navigate risks and prioritize investments.
Attendees experience sessions led by Gartner research experts, and the sessions include cutting-edge technology solutions,
peer exchange workshops, one-on-one analyst and advisor meetings, consulting diagnostic workshops, keynotes and more.
Our conferences also provide attendees with an opportunity to interact with business executives from the world’s leading
companies. In addition to role-specific summits and workshop-style seminars, Gartner hosts the Gartner Symposium/Xpo
series, including its unique, flagship IT Symposium/Xpo®, which is usually held at nine locations worldwide annually.
Prior to the COVID-19 pandemic, Gartner attracted more than 85,000 business and technology professionals to its 70+
destination conferences worldwide in 2019. We also hosted 700+ live meetings each year for peer collaboration and
networking, and 240+ exclusive C-level meetings through the Evanta brand. In response to the COVID-19 pandemic, we
pivoted to producing virtual conferences with a focus on maximizing the value we deliver for our clients. During 2021,
Gartner successfully held 39 virtual conferences with more than 57,000 attendees, including eight Symposiums/Xpos. In
addition, during 2021 we hosted 450+ virtual peer networking meetings, and through the Evanta brand we hosted 550+
exclusive C-level virtual meetings.
CONSULTING. Through its experienced consultants, Gartner Consulting serves chief information officers and other
senior executives who are driving technology-related strategic initiatives to optimize technology investments and drive
business impact. Gartner Consulting combines the power of Gartner’s market-leading research with custom analysis and
on-the-ground support to help clients to turn insight and advice into action and impact.
Consulting solutions capitalize on Gartner assets that are invaluable to information technology (“IT”) decision-making,
including: (1) our extensive research, which ensures that our consulting analyses and advice are based on a deep
understanding of the IT environment and the business of IT; (2) our market independence, which keeps our consultants
focused on our clients’ success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons
and best practices to assess and improve performance. Additionally, we provide actionable solutions for a range of IT-
related priorities, including IT cost optimization, digital transformation and IT sourcing optimization.
COMPETITION
We believe that the principal factors that differentiate us from our competitors are as follows:
•
Superior research content - We believe that we create the broadest, highest-quality and most relevant research coverage
across all major functional roles in an enterprise. Our independent operating model and research analysis generates
5
unbiased insight that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality,
independence and objectivity.
Our leading brand name - We have provided critical, trusted insight under the Gartner name for more than 40 years.
Our global footprint and established customer base - We have a global presence with clients in approximately 100 countries
and territories on six continents. A substantial portion of our revenue is derived from sales outside of the United States.
Insight that creates connections - Our global community of experts, analysts and peers help provide the deep relationships
that help clients stay ahead of the curve.
Experienced management team - Our management team is comprised of research veterans and experienced industry
executives with long tenure at Gartner.
Substantial operating leverage in our business model - We can distribute our intellectual property and expertise across
multiple platforms, including research and advisory subscription and membership programs, conferences and consulting
engagements, to derive incremental revenue and profitability.
Vast network of research experts and consultants - As of December 31, 2021, we had approximately 2,200 research experts
and 760 experienced consultants located around the world. Our research experts are located in more than 30 countries and
territories, enabling us to cover vast aspects of business and technology on a global basis.
•
•
•
•
•
•
Notwithstanding these differentiating factors, we face competition from a significant number of independent providers of
information products and services. We compete indirectly with consulting firms and other data and information providers,
including electronic and print media companies. These indirect competitors could choose to compete directly with us in the
future. In addition, we face competition from free sources of information that are available to our clients through the internet.
Limited barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge and existing
competitors may start to provide additional or complementary services. While we believe the breadth and depth of our research
positions us well versus our competition, increased competition could result in loss of market share, diminished value in our
products and services, reduced pricing, and increased sales and marketing expenditures.
INTELLECTUAL PROPERTY
Our success has resulted in part from proprietary methodologies, software, reusable knowledge capital and other intellectual
property rights. We rely on a combination of patent, copyright, trademark, trade secret, confidentiality, non-compete and other
contractual provisions to protect our intellectual property rights. We have policies related to confidentiality, ownership, and the
use and protection of Gartner’s intellectual property. We also enter into agreements with our employees and third parties as
appropriate that protect our intellectual property, and we enforce these agreements if necessary. We recognize the value of our
intellectual property in the marketplace and vigorously identify, create and protect it. Additionally, we actively monitor and
enforce contract compliance by our end users.
HUMAN CAPITAL MANAGEMENT
We believe our people are our most valuable asset, enabling our long track record of global growth. From attracting diverse
talent through our recruitment process to cultivating that talent with learning and development opportunities and rewards for
strong performers to supporting overall wellness with meaningful benefits and engagement, we strive to put our people first. At
December 31, 2021, we had approximately 16,600 employees globally, and the overwhelming majority of our employees were
full time.
Gartner is committed to providing equal employment opportunities to all applicants and employees without regard to any
legally protected status. This commitment is formalized in our global and U.S. equal employment opportunity policies. We
continually renew this commitment by seeking to optimize our recruitment and professional development processes, create
networking and educational opportunities, celebrate heritage and history, encourage community service and outreach, and
create safe spaces for all employees. Our human capital management strategies are developed by executive management and
overseen by the Compensation Committee of our Board of Directors.
Diversity, Equity and Inclusion
6
We foster an environment of professional development to help our employees reach their full potential through a culture of
continuous improvement. This includes embracing diversity and actively removing barriers to support inclusion, engagement
and growth at Gartner. Our Diversity, Equity and Inclusion (“DEI”) Executive Council, composed of our CEO, Chief Human
Resources Officer, CFO, General Counsel, head of Diversity, Equity and Inclusion, and other selected leaders, drives diversity,
equity and inclusion as an imperative at all levels of the organization. In addition, the DEI Center of Excellence, which reports
directly to our Chief Human Resources Officer, codifies our strategy and establishes goals against key metrics to drive greater
transparency and accountability. Our teams of employees are composed of individuals from different geographies, cultures,
religions, ethnicities, races, genders, sexual orientations, abilities and generations working together to solve problems. As of
December 31, 2021, approximately 46% of our employees worldwide and 36% of our Board of Directors identified as female.
In addition, 18% of our Board of Directors and approximately 22% of employees in the U.S. identified as racially or ethnically
diverse. On a worldwide basis, our employees were represented by more than 85 self-identified nationalities working in 38
different countries and territories.
We focus on the role of unconscious bias and endeavor to build tools that help make various business processes more inclusive
and accommodate a more diverse perspective. We emphasize the importance of inclusion to leaders and managers and the value
of fostering a sense of belonging within their teams. We also continue to invest in learning opportunities to develop DEI at
Gartner. For example, our popular Embracing Diversity & Being Inclusive module has enrolled more than 5,600 associates
since its inception.
The Company supports a number of employee-driven Employee Resource Groups (“ERGs”) that bring employees together to
foster a diverse, inclusive and supportive workplace. Gartner currently has six formal ERGs supporting underrepresented racial,
ethnic and multicultural backgrounds, women, the LGBTQ+ community, veterans and employees with disabilities. Participation
in ERGs is voluntary and open to all employees. In 2021, over 4,300 Gartner associates were members of at least one ERG.
Health, Safety and Compensation
We seek to invest in meaningful, innovative and inclusive compensation and benefit programs that support physical, financial
and emotional well-being of our employees. In addition to salaries, these programs (which vary by country/region) include
annual bonuses, stock awards, an employee stock purchase plan, 401(k) matching, healthcare and insurance benefits, tax
savings programs, such as health and dependent care flexible spending accounts, health savings account and pretax commuter
benefits, generous paid time off, paid parental leave, life and disability insurance, business travel accident insurance, charity
matching, employee assistance programs, tuition assistance and on-site services, such as health centers and fitness centers,
among others. We believe that our equity grants facilitate retention as well as encourage performance of key personnel.
In response to the COVID-19 pandemic, we implemented significant changes to protect the health and safety of our employees,
clients and the communities in which we operate. This included the temporary closure of our offices in the United States,
United Kingdom, India, and several other impacted locations around the world, as well as the cancellation of certain in-person
conferences. We have now reopened a majority of our offices (including our corporate headquarters) and are planning to reopen
the remaining offices in early 2022, with safety guidelines to protect employee health. In 2021, we announced a hybrid virtual-
first working arrangement, which provides additional flexibility to employees, enabling most of them to continue working
remotely a substantial portion of the time. We also provide a number of free mental and behavioral health resources, including
access to the Employee Assistance Program for employees and their dependents.
Talent Development, Retention and Training
Gartner aims to foster a culture of lifelong learning, getting feedback and evolving. In addition to helping employees unlock
their full potential through mechanisms like continuous feedback and performance appraisals, we have dedicated programs
designed to develop effective leaders. We also offer rotational programs and an online learning experience platform for
employees called GartnerYou. In 2021, GartnerYou offered close to 45,000 learning resources, with more than 321,000
completions globally. Since our Sales and Research & Advisory teams make up of approximately 50% of total employees
worldwide, we also have formal, dedicated programs to help train and onboard new hires as well as more experienced managers
and leaders within Sales and Research & Advisory. In 2021, Gartner transformed how we onboard new sales hires so they more
quickly develop the core competencies tied to sales success. Rooted in learning and development best practices, the reimagined
program operates in a scalable model that provides new sales hires in their first year with access to as many as 500 well-paced,
just-in-time learning assets. More than 1,200 sales associates went through this program in 2021. Through these programs, we
believe our teams develop role-specific knowledge and skills, increase productivity and improve performance.
We also strive to develop an inclusive and engaging environment that makes Gartner a vibrant, exciting place to work. We
believe the greatest catalyst to engagement comes from leadership — particularly their efforts to set direction, allocate
7
resources, and build individual and organizational capability. We embed our associate survey efforts within our business units
so that the insight we glean can help leaders understand the opportunities for effecting organizational growth. Business-unit-
specific survey results are used for a number of leader-specific interventions, from individualized coaching to team-based skill-
building to business-unit-wide initiatives targeting key areas of engagement. Although, like many companies, we experienced
an uptick in associate turnover in 2021, the average employee tenure decreased only slightly from 5.2 years in 2020 to 5.1 years
in 2021. Moreover, average employee tenure increased year over year for our sales team.
Our Communities
Our associates have a long history of individual and team volunteering. In addition to providing the flexibility for associates to
spend time volunteering, we facilitate and support on- and off-site volunteer projects for teams, and encourage non-profit board
service, skills-based volunteerism and in-house drives. In 2021, Gartner associates logged approximately 18,800 hours
supporting over 420 nonprofit organizations around the world.
We encourage you to review the “Our Associates” section of our Corporate Responsibility Report located on our website at
gartner.com, under the “Corporate Responsibilities” link in the “About” tab for more detailed information regarding our Human
Capital programs and initiatives. Nothing on our website, including our Corporate Responsibility Report or sections thereof,
shall be deemed incorporated by reference into this Annual Report, or any other filing we make with the SEC.
GOVERNMENT CONTRACTS
Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies
contracting for our products and services. Additionally, our contracts at the state and local levels, as well as foreign government
contracts, are subject to various governmental authorizations and funding approvals and mechanisms. Certain of these contracts
may be terminated at any time by the government entity without cause or penalty.
AVAILABLE INFORMATION
Our internet address is gartner.com and the Investor Relations section of our website is at investor.gartner.com. We make
available free of charge, on or through the Investor Relations section of our website, printable copies of our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission
(the “SEC”). Unless expressly noted, the information on our website or any other website is not incorporated by reference in
this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the SEC.
Also available at investor.gartner.com, under the “Governance” link, are printable and current copies of our: (i) CEO and CFO
Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer, Controller and other financial managers;
(ii) Global Code of Conduct, which applies to all Gartner officers, directors and employees, wherever located; (iii) Principles
and Practices of the Board of Directors of Gartner, Inc., the corporate governance principles that have been adopted by our
Board; and (iv) charters for each of the Board’s standing committees: Audit, Compensation and Governance/Nominating. We
will disclose any waiver we grant to an executive officer or director under our Code of Ethics, or certain amendments to the
Code of Ethics, on our website at investor.gartner.com, under the “Governance” link.
ITEM 1A. RISK FACTORS.
We operate in a highly competitive and rapidly changing environment that involves numerous risks and uncertainties, some of
which are beyond our control. In addition, we and our clients are affected by global economic conditions and trends. The
following sections address significant factors, events and uncertainties that make an investment in our securities risky. We urge
you to consider carefully the factors described below and the risks that they present for our operations, as well as the risks
addressed in other reports and materials that we file with the SEC and the other information, included or incorporated by
reference in this Form 10-K. When the factors, events and contingencies described below or elsewhere in this Form 10-K
materialize, there could be a material adverse impact on our business, prospects, results of operations, financial condition, and
cash flows, and therefore have a potential negative effect on the trading price of our common stock. Additional risks not
currently known to us or that we now deem immaterial may also harm us and negatively affect your investment. In addition to
the effects of the COVID-19 pandemic and resulting global disruptions on our business and operations discussed in Item 7 of
this Form 10-K and in the risk factors below, additional or unforeseen effects from the COVID-19 pandemic and the global
economic climate may give rise to or amplify many of these risks discussed below. Risks in this section are grouped in the
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following categories: (1) risks related to the Coronavirus (COVID-19) pandemic; (2) strategic and operational risks; (3)
macroeconomic and industry risks; (4) legal and regulatory risks; and (5) risks related to our Common Stock. Many risks affect
more than one category, and the risks are not in order of significance or probability of occurrence because they have been
grouped by categories.
Risks Related to the Coronavirus (COVID-19) Pandemic
The COVID-19 pandemic has had a material adverse impact on our operations and financial performance, specifically our
Conferences segment, as well as on the operations and financial performance of many of our customers, and the duration and
extent to which the COVID-19 pandemic will continue to affect our operations, financial performance, results of operations,
achievement of strategic objectives, and/or stock price remains uncertain. The COVID-19 pandemic has resulted in a
widespread health crisis that has adversely affected, and may continue to adversely affect, our operations, financial performance
and demand for our products and services. It has also adversely affected the operations and financial performance of many of
our clients. Additionally, the COVID-19 pandemic has resulted in, and may continue to result in, a substantial curtailment of
business activities (including the decrease in demand for a broad variety of products and services both regionally and globally),
weakened economic conditions, significant economic uncertainty and volatility in the financial markets. Finally, new variants
of COVID-19 continue to emerge, including the Delta variant and more recently, the Omicron variant, which has caused and
may continue to cause significant uncertainty. The future impact of the Delta and Omicron variants, or other variants that may
emerge, cannot be predicted at this time, and may be affected by numerous factors, including vaccination rates and availability
in the U.S. and globally, the effectiveness of current vaccines against the variants and responses by various governments, such
as lockdowns and other restrictive measures.
The COVID-19 pandemic has subjected our operations and financial performance to a number of risks that may have (or may
continue to have) a material adverse impact on our operations and financial condition, including, but not limited to those
discussed below:
• We have had to temporarily close Gartner offices (including our corporate headquarters) in the United States, United
Kingdom, India, and several other impacted locations around the world and implemented significant travel restrictions.
Though many of our employees continue to work remotely, these changes impact the normal operation of our business.
Although we have reopened most offices and have plans to reopen substantially all remaining offices in early 2022, health
and safety permitting, reopening is subject to many factors outside of our control. As a result, we cannot predict for certain
when or how we will begin to lift the actions put in place as part of our business continuity plans, including work from
home protocols and travel restrictions.
• We cancelled in-person conferences scheduled for 2020 beginning in late February/early March 2020 with the remainder
being cancelled after the World Health Organization’s declaration of the COVID-19 pandemic later in March 2020. We
began holding virtual conferences during the second half of 2020. We held 39 virtual conferences during 2021 and expect
to continue to deliver conferences virtually during 2022. These virtual conferences have resulted in significantly less
revenue and gross contribution than in-person conferences, but we believe they aid in client retention and engagement.
Future in-person conferences will be held only if we determine the relevant impacts of COVID-19 have sufficiently
receded in the jurisdictions where our conferences are to be held. Additionally, our Conferences business strategy may
evolve over time. For additional information about how COVID-19 affects our Conferences business, see the Risk Factor
titled “The profitability and success of our conferences and other meetings are subject to external factors beyond our
control.”
•
Our management is focused on mitigating the effects of COVID-19 on our business, which has required and will continue
to require, a substantial investment of time and may delay other value-added services.
Additionally, we face challenges from evolving factors related to the COVID-19 pandemic that are not within our control,
remain uncertain and to which we may not effectively respond. For example, our operations span numerous locations around
the world, and many local governments and countries have imposed or may impose various restrictions on our employees,
partners and customers’ physical movement to limit the spread of COVID-19. These restrictions are constantly changing, and
we cannot predict how long and to what extent they will continue. We also face increased operational hurdles as we make
efforts to promote employee health and safety, including limiting travel, limiting access to offices, and implementing a hybrid
virtual-first work policy, meaning that most of our employees will have the option to work remotely at least some of the time,
for the foreseeable future. In addition, complying with various customer or government vaccine, masking and/or testing
requirements may result in increased competition for skilled talent, adversely impact our ability to deliver services to our
customers and adversely impact our operational results or financial performance.
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Moreover, COVID-19 may adversely impact our subscription-based business model (which accounts for a significant portion of
our revenue) by causing clients to decrease new and renewals of subscription-based services and to request to cancel or
renegotiate current subscription-based services. The effect of COVID-19 on our subscription-based model may not be fully
reflected in our results of operations until future periods.
Further, the duration and extent of the impact from the COVID-19 pandemic and its impact on our operations and financial
performance depend on future developments that cannot currently be accurately predicted, such as:
•
•
•
•
•
•
•
•
•
•
the severity and transmission rate of the virus and variants;
the extent and effectiveness of containment actions;
the timing of the development and distribution of effective vaccines globally and/or treatments and their acceptance by the
general public;
the health and well-being of our workforce;
the extent and duration of the effect on client spending and the impact of these and other factors on our employees,
customers, partners and vendors;
the impact on our liquidity;
increased volatility and pricing in the capital markets;
the effect of the pandemic on the credit-worthiness of our customers;
global economic conditions and levels of economic growth; and
the pace of recovery when the COVID-19 pandemic subsides.
The occurrence or continuation of any of the foregoing could have a material adverse effect on our operations or financial
performance.
The impact of COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, may also
precipitate or exacerbate other risks discussed in Item 1A. Risk Factors in this Annual Report on Form 10-K, any of which
could have a material effect on us. This situation is changing rapidly and additional effects may arise that we are not presently
aware of or that we currently do not consider to present significant risks to our operations. If we are not able to respond to and
manage the impact of such events effectively, our business and financial condition will be negatively impacted.
Strategic and Operational Risks
We may not be able to maintain the quality of our existing products and services. We operate in a rapidly evolving market, and
our success depends on our ability to deliver high quality and timely research and analysis to our clients. Any failure to
continue to provide credible and reliable information and advice that is useful to our clients could have a material adverse effect
on future business and operating results. Further, if our published data, opinions or viewpoints prove to be wrong, lack
independence, or are not substantiated by appropriate research, our reputation will suffer and demand for our products and
services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-
effective manner via the internet and mobile applications. Failure to maintain state of the art electronic delivery capabilities
could materially adversely affect our future business and operating results.
We may not be able to enhance and develop our existing products and services or introduce the new products and services that
are needed to remain competitive. The market for our products and services is characterized by rapidly changing needs for
information and analysis. The development of new products is a complex and time-consuming process. Nonetheless, to
maintain our competitive position, we must continue to anticipate the needs of our clients, develop, enhance and improve our
existing products, as well as new products and services to address those needs, deliver all products and services in a timely,
user-friendly and state of the art manner, and appropriately position and price new products and services relative to the
marketplace and our costs of developing them. Any failure to achieve successful client acceptance of new products and services
could have a material adverse effect on our business, results of operations and financial position. Additionally, significant
delays in new product or service releases or significant problems in creating new products or services could materially
adversely affect our business, results of operations and financial position.
Technology is rapidly evolving, and if we do not continue to develop new product and service offerings in response to these
changes, our business could suffer. Disruptive technologies are rapidly changing the environment in which we, our clients, and
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our competitors operate. We will need to continue to respond to these changes by enhancing our product and service offerings
to maintain our competitive position. However, we may not be successful in responding to these forces and enhancing our
products on a timely basis, and any enhancements we develop may not adequately address the changing needs of our clients.
Our future success will depend upon our ability to develop and introduce in a timely manner new or enhanced existing offerings
that address the changing needs of this constantly evolving marketplace. Failure to develop products that meet the needs of our
clients in a timely manner could have a material adverse effect on our business, results of operations, and financial position.
In addition, some of our content is exposed to Internet search engines, which help generate website traffic. Search engines often
update their proprietary algorithms, which could affect the placement of links to our websites. Some search engines also
provide substantive content in search results, which, if expanded to the areas in which we operate, could reduce the need to
enter our websites. If a major search engine changes its algorithms in a manner that negatively affects our placement in search
results or makes it less likely for our target audience to enter our websites, our business, results of operations and financial
condition would be harmed.
Our Research business depends on renewals of subscription-based services and sales of new subscription-based services for a
significant portion of our revenue, and our failure to renew at historical rates or generate new sales of such services will lead
to a decrease in our revenues. A large portion of our success depends on our ability to generate renewals of our subscription-
based research products and services and new sales of such products and services, both to new clients and existing clients.
These products and services constituted approximately 79% and 81% of total revenues from our on-going operations for 2021
and 2020, respectively. Generating new sales of our subscription-based products and services, both to new and existing clients,
is a challenging, costly, and often time-consuming process. If we are unable to generate new sales, due to competition or other
factors, our revenues will be adversely affected.
Our research subscription contracts are typically for twelve months or longer. Our ability to maintain contract renewals is
subject to numerous factors, including the following:
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•
•
delivering high-quality and timely analysis and advice to our clients;
understanding and anticipating market trends and the changing needs of our clients; and
providing products and services of the quality and timeliness necessary to withstand competition.
Additionally, as we continue to adjust our products and service offerings to meet our clients’ continuing needs, we may shift the
type and pricing of our products which may impact client renewal rates. While our Research client retention rate was 86% and
83% at December 31, 2021 and 2020, respectively, there can be no guarantee that we will continue to maintain this rate of client
renewals.
The profitability and success of our conferences and other meetings are subject to external factors beyond our control. Our
Conferences business constituted approximately 5% and 3% of total revenues from our on-going operations in 2021 and 2020,
respectively. As a result of the COVID-19 pandemic, we cancelled in-person conferences scheduled for 2020 beginning in late
February/early March 2020 with the remainder being cancelled after the World Health Organization’s declaration of the
COVID-19 pandemic later in March 2020. We began holding virtual conferences during the second half of 2020. We held 39
virtual conferences during 2021 and expect to continue to deliver conferences virtually during 2022. These virtual conferences
are expected to result in significantly less revenue and gross contribution, but we believe aid in client retention and engagement.
We expect our Conferences revenues will continue to be negatively impacted until in-person conferences can be held.
Moreover, our clients that typically attend these conferences may have pandemic-related travel restrictions in place that could
affect attendance once these conferences resume. At this time, we also cannot predict the extent to which local governments
may restrict in-person gatherings and what additional measures will be required to hold in-person conferences safely, such as
providing masks, social distancing and increased sanitation. These safety requirements would likely cause us to incur additional
costs and may limit the number of participants at our in-person conferences. In addition, perceived or actual spread of
coronavirus at one of our conferences could cause reputational damage. The safety of our associates and clients remains our top
priority so future in-person conferences will be held only if we determine the relevant impacts of COVID-19 have sufficiently
receded in the jurisdictions where our conferences are to be held.
We also face risks related to insurance coverage for our cancelled conferences. Our event cancellation insurance provides up to
$170 million in coverage for 2020 with the right to reinstate that amount one time if those limits are utilized. The insurer has
contested our right to reinstate limits and to include in reinstated limits conferences cancelled due to COVID-19. Gartner also
has event cancellation insurance for 2021, covering events that were planned for 2021 but cancelled, of up to $150 million with
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the right to reinstate up to that amount one time if the initial limits are inadequate. The insurer has contested all coverage for
events cancelled in 2021 due to COVID-19. We are in litigation with the insurer on these issues. In 2021, we received
$166.9 million of proceeds related to 2020 insurance claims and recorded a gain of $152.3 million. Our insurance coverage for
2022 (and likely beyond) however excludes cancellation due to communicable diseases. Our event cancellation insurer is
seeking additional information for cancelled Evanta meetings to determine whether Gartner may be entitled to an additional
$3.1 million in coverage for Evanta meetings cancelled in 2020. Gartner is seeking to reinstate and recover up to an additional
$20 million for cancelled 2020 Evanta meetings and to reinstate and recover up to an additional $150 million in losses from
cancelled 2020 destination conferences. Gartner is also seeking $150 million in initial limits for events cancelled in 2021 and to
reinstate those limits up to an additional $150 million. It is unclear when we will receive the proceeds from our insurance
claims related to the conferences cancelled, which could affect our financial results.
The market for desirable dates and locations for our activities has historically been highly competitive. Once we decide to
resume in-person conferences, if we cannot secure desirable dates and suitable venues for our conferences the profitability for
these conferences will suffer, and our financial condition and results of operations may be adversely affected. In addition,
because our conferences are scheduled in advance and held at specific locations, the success of these activities can be affected
by circumstances outside of our control in addition to the COVID-19 pandemic, such as the occurrence of or concerns related to
labor strikes, transportation shutdowns and travel restrictions, economic slowdowns, reductions in government spending,
geopolitical crises, terrorist attacks, war, weather, natural disasters, communicable diseases, and other occurrences impacting
the global, regional, or national economies, the occurrence of any of which could negatively impact the success of the
conference or meeting. We also face the challenge of procuring venues that are sizeable enough at a reasonable cost to
accommodate some of our major activities.
Our Consulting business depends on non-recurring engagements and our failure to secure new engagements could lead to a
decrease in our revenues. Consulting segment revenues constituted approximately 9% of total revenues from our on-going
operations in both 2021 and 2020. Consulting engagements typically are project-based and non-recurring. In addition, revenue
from our contract optimization business can fluctuate significantly from period to period and is not predictable. Our ability to
replace consulting engagements is subject to numerous factors, including the following:
•
•
•
delivering consistent, high-quality consulting services to our clients;
tailoring our consulting services to the changing needs of our clients; and
our ability to match the skills and competencies of our consulting staff to the skills required for the fulfillment of existing
or potential consulting engagements.
A material decline in our ability to replace consulting engagements will have an adverse impact on our revenues and our
financial condition.
We may not be able to attract and retain qualified personnel which could jeopardize the quality of our products and services
and our future growth plans. Our success is based on attracting and retaining talented employees and we depend heavily upon
the quality of our senior management, research analysts, consultants, sales and other key personnel. The market for highly
skilled workers and leaders in our industry is extremely competitive. Maintaining our brand and reputation is important to our
ability to recruit and retain employees. We face competition for qualified professionals from, among others, technology
companies, market research firms, consulting firms, financial services companies and electronic and print media companies,
some of which have a greater ability to attract and compensate these professionals. We face risks related to global labor
shortages, and competitive markets have increased attrition throughout our sector. Moreover, vaccine mandates may result in
increased employee attrition, if implemented. Additionally, some of the personnel that we attempt to hire are subject to non-
compete agreements that could impede our short-term recruitment efforts. Our employee hiring and retention also depend on
our ability to build and maintain a diverse and inclusive workplace culture that enables our employees to thrive. We may also
be limited in our ability to recruit internationally by restrictive domestic immigration laws, and changes to policies that restrain
the flow of technical and professional talent could inhibit our ability to adequately staff our research and development and other
efforts.
An inability to retain key personnel or to hire and train additional qualified personnel could materially adversely affect the
quality of our products and services, as well as our future business and operating results or stock price. In addition, effective
succession planning is important to our long-term success, and failure to ensure effective transfer of knowledge and smooth
transitions involving key employees could hinder our strategic planning and execution.
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Additionally, as a result of the COVID-19 pandemic, the vast majority of our employees transitioned to working from home. In
early 2022, we began to operate under a hybrid virtual-first working environment, meaning that most of our employees have the
option to work remotely at least some of the time for the foreseeable future. The hybrid working environment may impair our
ability to maintain our culture of collaboration and continuous improvement, and may cause disruptions among our employees,
including lost productivity, communication challenges and, potentially, employee dissatisfaction and attrition. If our attempts to
safely reopen our offices and operate under a hybrid working environment are not successful, our business could be adversely
impacted.
If we are unable to enforce and protect our intellectual property rights, our competitive position may be harmed. We rely on a
combination of copyright, trademark, trade secret, patent, confidentiality, non-compete and other contractual provisions to
protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized third parties
may obtain and use technology or other information that we regard as proprietary. Our intellectual property rights may not
survive a legal challenge to their validity or provide significant protection for us. The laws of certain countries, particularly in
emerging markets, do not protect our proprietary rights to the same extent as the laws of the United States. Conducting business
in certain foreign jurisdictions may require accepting compromised protections or yielding of rights to technology, data or
intellectual property rights in order to access those markets. Accordingly, we may not be able to protect our intellectual property
against unauthorized or undesired third-party copying or use, which could adversely affect our competitive position.
Additionally, there can be no assurance that another party will not assert that we have infringed its intellectual property rights.
Our employees are subject to restrictive covenant agreements (which include restrictions on employees’ ability to compete and
solicit customers and employees) and assignment of invention agreements, to the extent permitted under applicable law. When
the period expires relating to their particular restrictions, former employees may compete against us. If a former employee
violates the provisions of the restrictive covenant agreement, we seek to enforce the restrictions but there is no assurance that
we will be successful in our efforts.
Privacy concerns could damage our reputation and deter current and potential clients from using our products and services or
attending our conferences. Concerns relating to global data privacy have the potential to damage our reputation and deter
current and prospective clients from using our products and services or attending our conferences. In the ordinary course of our
business and in accordance with applicable laws, we collect personal information (i) from our employees, (ii) from the users of
our products and services, including conference attendees, and (iii) from prospective clients. We collect only basic personal
information from our clients and prospects. While we believe our overall data privacy procedures are adequate, the theft or loss
of such data, or concerns about our practices, even if unfounded, with regard to the collection, use, disclosure, or security of this
personal information or other data protection related matters could damage our reputation and materially adversely affect our
operating results. Any systems failure or compromise of our security that results in the disclosure of our users’ personal data
could seriously limit the consumption of our products and services and the attendance at our conferences, as well as harm our
reputation and brand and, therefore, our business.
We are exposed to risks related to cybersecurity. A significant portion of our business is conducted over the internet and we
rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information
relating to our business operations and confidential and sensitive information about its customers and employees in our
computer systems and networks, and in those of our third-party vendors. Individuals, groups, and state-sponsored organizations
may take steps that pose threats to our operations, our computer systems, our employees, and our customers. The cybersecurity
risks we face range from cyber attacks common to most industries, such as the development and deployment of malicious
software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service
attacks, or attempt other coordinated disruptions, to more advanced threats that target us because of our prominence in the
global research and advisory field.
Like many multinational corporations, we, and some third parties upon which we rely, have experienced cyber attacks on our
computer systems and networks in the past and may experience them in the future, likely with more frequency and
sophistication, and involving a broader range of devices and modes of attack, all of which will increase the difficulty of
detecting and successfully defending against them. To date, none have resulted in any material adverse impact to our business,
operations, products, services or customers. We have implemented various security controls to both meet our security
obligations, while also defending against constantly evolving security threats. Our security controls help to secure our
information systems, including our computer systems, intranet, proprietary websites, email and other telecommunications and
data networks, and we scrutinize the security of outsourced website and service providers prior to retaining their services.
However, the security measures implemented by us or by our outside service providers may not be effective and our systems
(and those of our outside service providers) are vulnerable to theft, loss, damage and interruption from a number of potential
sources and events, including unauthorized access or security breaches, cyber attacks, computer viruses, power loss, or other
disruptive events. As a result of the COVID-19 pandemic, most of our employees are working remotely, which magnifies the
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importance of the integrity of our remote access security measures. Additionally, the security compliance landscape continues
to evolve, requiring us to stay apprised of changes in cybersecurity laws, regulations, and security requirements required by our
clients, such as the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act
(CCPA), the Brazilian General Data Protection Law (LGPD), the Chinese Cybersecurity, Data Security and Personal
Information Protection laws (and other new and proposed data protection laws), International Organization for Standardization
(ISO), and National Institute of Standards and Technology (NIST). Recent well-publicized security breaches at other companies
have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber attacks,
and may in the future result in heightened cybersecurity requirements, including additional regulatory expectations for oversight
of vendors and service providers.
A cyber attack, widespread internet failure or internet access limitations, or disruption of our critical information technology
systems through denial of service, viruses, or other events could cause delays in initiating or completing sales, impede delivery
of our products and services to our clients, disrupt other critical client-facing or business processes or dislocate our critical
internal functions. Additionally, any material breaches of cybersecurity or other technology-related catastrophe, or media
reports of perceived security vulnerabilities to our systems or those of our third parties, even if no breach has been attempted or
occurred, could cause us to experience reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny,
sanctions or other statutory penalties, litigation, liability for failure to safeguard our customers’ information, or financial losses
that are either not insured against or not fully covered through any insurance maintained by us.
Any of the foregoing may have a material adverse effect on our business, operating results and financial condition.
We may experience outages and disruptions of our online services if we fail to maintain an adequate operations infrastructure.
Our increasing user traffic and complexity of our products and services demand more computing power. We have invested
substantial amounts and expect to continue investing (as necessary) in access to data centers and equipment and in moving
more of our workload into cloud services, upgrading our technology and network infrastructure to handle increased traffic on
our websites, and delivering our products and services through emerging channels, such as mobile applications. However, any
inefficiencies or operational failures could diminish the quality of our products, services, and user experience, resulting in
damage to our reputation and loss of current and potential users, subscribers, and advertisers, potentially harming our financial
condition and operating results.
We have grown, and may continue to grow, through acquisitions and strategic investments, which could involve substantial
risks. We have made and may continue to make acquisitions of, or significant investments in, businesses that offer
complementary products and services or otherwise support our growth objectives. The risks involved in each acquisition or
investment include the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our
current stockholders should we issue stock in the acquisition, decreased working capital, increased indebtedness, the
assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired
company, the inability to integrate the business of the acquired company, increase revenue or fully realize anticipated synergies,
the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing
business and the distraction of management from our day to day business. The realization of any of these risks could adversely
affect our business. Additionally, we face competition in identifying acquisition targets and consummating acquisitions.
We face risks related to leased office space. We assumed a significant amount of leased office space, in particular in Arlington,
Virginia, in connection with the acquisition of CEB Inc. in 2017. In Arlington, we have consolidated all our businesses into a
single building and have sublet substantially all of the excess space in our other properties. Through our real estate
consolidations and other related activities, we have tried to secure quality sub-tenants with appropriate sub-lease terms.
However, if subtenants default on their sublease obligations with us or otherwise terminate their subleases with us, we may
experience a loss of planned sublease rental income, which could result in a material charge against our operating results.
Additionally, the long-term impact of COVID-19 on leased office space availability and rental costs of leased office space is
not yet known.
To accommodate our growth going forward, we have moved to a global hoteling option to better manage our footprint and
operating expenses, and will secure new space when the opportunities and need arise. If the new spaces are not completed on
schedule, or if the landlord defaults on its commitments and obligations pursuant to the new leases, we may incur additional
expenses. In addition, unanticipated difficulties in initiating operations in a new space, including construction delays, IT system
interruptions, or other infrastructure support problems, could result in a delay in moving into the new space, resulting in a loss
of employee and operational productivity and a loss of revenue and/or additional expenses, which could also have an adverse,
material impact on our operating results.
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Our sales to governments are subject to appropriations and some may be terminated early. We derive significant revenues
from research and consulting contracts with the United States government and its respective agencies, numerous state and local
governments and their respective agencies, and foreign governments and their agencies. At December 31, 2021 and 2020,
approximately $790 million and $689 million, respectively, of our outstanding revenue contracts were attributable to
government entities. Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund
the agencies contracting for our services. Additionally, our contracts at the state and local levels, as well as foreign government
contracts, are subject to various governmental authorizations and funding approvals and mechanisms. Certain of these contracts
may be terminated at any time by the government entity without cause or penalty (“termination for convenience”). In addition,
contracts with U.S. federal, state and local, and foreign governments and their respective agencies are subject to increasingly
complex bidding procedures and compliance requirements, as well as intense competition. Failure to adequately abide by these
procedures and compliance requirements could result in an inability to contract with governments or their agencies, termination
of existing contracts, or even suspension and disbarment from doing future business with a government or agency. Moreover,
while terminations by governments for lack of funding have not been significant historically, should appropriations for the
various governments and agencies that contract with us be curtailed, or should our government contracts be terminated for
convenience, we may experience a significant loss of revenues.
We may not be able to maintain the equity in our brand name. We believe that our “Gartner” brand, in particular our
independence, is critical to our efforts to attract and retain clients and top talent, and that the importance of brand recognition
will increase as competition increases. We may also discover that our brand, though recognized, is not perceived to be relevant
by new market segments we have targeted. We may expand our marketing activities to promote and strengthen the Gartner
brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, and expend
additional sums to protect our brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail
to effectively promote, maintain, and protect the Gartner brand, or incur excessive expenses in doing so, our future business and
operating results could be materially adversely impacted.
Our outstanding debt obligations could negatively impact our financial condition and future operating results. As of
December 31, 2021, the Company had outstanding debt of $288 million under its 2020 term loan and revolving credit facility
(the “2020 Credit Agreement”), $800 million of Senior Notes due 2028 (the “2028 Notes”), $600 million of Senior Notes due
2029 (the “2029 Notes”) and $800 million of Senior Notes due 2030 (the “2030 Notes”). Additional information regarding the
2020 Credit Agreement, the 2028 Notes, the 2029 Notes and the 2030 Notes is included in Note 6 — Debt in the Notes to
Consolidated Financial Statements.
The debt service requirements of these borrowings could impair our future financial condition and operating results. In addition,
the affirmative, negative and financial covenants of the 2020 Credit Agreement, as well as the covenants related to the Senior
Notes, could limit our future financial flexibility. A failure to comply with these covenants could result in acceleration of all
amounts outstanding, which could materially impact our financial condition unless accommodations could be negotiated with
our lenders and noteholders. No assurance can be given that we would be successful in doing so, or that any accommodations
that we were able to negotiate would be on terms as favorable as those currently in place. The outstanding debt may limit the
amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services,
respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.
In addition, variable-rate borrowings under our 2020 Credit Agreement typically use LIBOR as a benchmark based on market
participant judgments for establishing the rate of interest. LIBOR is the subject of recent national and international regulatory
scrutiny, which is expected to result in changes that cause LIBOR to disappear entirely after June 2023 for rates applicable to
the 2020 Credit Agreement and our existing derivatives contracts, and as of December 2021 for any new debt and derivatives
contracts that we may enter into. The changes may also cause LIBOR to perform differently than in the past. The Alternative
Reference Rates Committee (ARRC), which was convened by the Federal Reserve Board and the New York Fed, has identified
the Secured Oversight Financing Rate (SOFR) as the recommended risk-free alternative rate for USD LIBOR. The future
consequences of these LIBOR developments on our variable-rate borrowings, including the possible transition to rates based on
observable transactions, such as the Secured Overnight Financing Rate (SOFR), cannot be predicted at this time, but could
include an increase in the cost of our variable-rate indebtedness and volatility in our earnings.
We may require additional cash resources which may not be available on favorable terms or at all. We may require additional
cash resources due to changed business conditions, implementation of our strategy and stock repurchase program, to repay
indebtedness or to pursue future business opportunities requiring substantial investments of additional capital, including
acquisitions. If our existing financial resources are insufficient to satisfy our requirements, we may seek additional borrowings
or issue debt. Prevailing credit and debt market conditions may negatively affect debt availability and cost, and, as a result,
financing may not be available in amounts or on terms acceptable to us, if at all. In addition, the incurrence of additional
15
indebtedness would result in increased debt service obligations and could require us to agree to operating and financial
covenants that would further restrict our operations.
Natural disasters, pandemics, terrorist acts, war, actions by governments, and other geopolitical activities could disrupt our
operations. We operate in numerous U.S. and international locations, and we have offices in a number of major cities across the
globe. The occurrence of, or concerns related to, a major weather event, earthquake, flood, drought, volcanic activity, disease or
pandemic, or other natural disaster could significantly disrupt our operations. In addition, acts of civil unrest, failure of critical
infrastructure, terrorism, armed conflict, war, and abrupt political change, as well as responses by various governments and the
international community to such acts, can have a negative effect on our business. Such events could cause delays in initiating or
completing sales, impede delivery of our products and services to our clients, disrupt or shut down the internet or other critical
client-facing and business processes, impede the travel of our personnel and clients, dislocate our critical internal functions and
personnel, and in general harm our ability to conduct normal business operations, any of which can negatively impact our
financial condition and operating results. Such events could also impact the timing and budget decisions of our clients, which
could materially adversely affect our business.
Macroeconomic and Industry Risks
We are subject to risks from operating globally. We have clients in approximately 100 countries and territories and a substantial
amount of our revenue is earned outside of the United States. Our operating results are subject to all of the risks typically
inherent in international business activities, including general political and economic conditions in each country, challenges in
staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous and complex foreign
laws and regulations, currency restrictions and fluctuations, the difficulty of enforcing client agreements, collecting accounts
receivable and protecting intellectual property rights including against economic espionage in international jurisdictions.
Further, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated
by our agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local
distributor or sales agent may not want to continue to do business with us or our new agent.
Additionally, tariffs, trade barriers and restrictions, and other acts by governments to protect domestic markets or to retaliate
against the trade tariffs and restrictions of other nations could negatively affect our business operations. In addition, the
withdrawal of nations from existing common markets or trading blocs, such as the exit of the United Kingdom (UK) from the
European Union (the EU), commonly referred to as Brexit, could be disruptive and negatively impact our business and the
business of our clients. We continue to monitor Brexit and its potential impacts on our results of operations and financial
condition. In connection with Brexit, in December, 2020, the EU and the United Kingdom reached an agreement on a new trade
arrangement that became effective on January 1, 2021. Depending on the application of the terms of the trade and cooperation
agreement, there could be near or long-term negative impacts on our UK business due to regulatory costs and challenges for us
and our clients who have significant operations in the United Kingdom. The impact of any of these effects of Brexit, among
others, could materially harm our business and financial results.
Our operating results could be negatively impacted by global economic conditions. Our business is impacted by general
economic conditions and trends in the United States and abroad. In its recent report, Global Economics Prospects, January
2022, the World Bank reported that following a collapse in 2020 caused by the COVID-19 pandemic, global economic growth
is estimated to have surged to 5.5% in 2021. Notwithstanding this annual increase, according to the report, resurgences of the
COVID-19 pandemic and widespread supply bottlenecks weighed appreciably on global activity in the second half of 2021.
Reflecting these bottlenecks, as well as the recovery in global demand and rising food and energy prices, the World Bank notes
that global consumer price inflation and its near-term expectations have increased more than previously anticipated. The report
also notes that labor markets in advanced economies have tightened, supporting a rebound in wage inflation, Against this
backdrop, the World Bank predicted the global economy is set to experience its sharpest slowdown after an initial rebound from
a global recession since at least the 1970s. Global growth is projected to decelerate from 5.5 percent in 2021 to 4.1 percent in
2022, reflecting continued COVID-19 flare-ups, diminished policy support, and lingering supply disruptions. Per the World
Bank, global growth is envisioned to slow further in 2023, to 3.2 percent, as pent-up demand is depleted and supportive
macroeconomic policies continue to be unwound. A downturn in growth could negatively and materially affect future demand
for our products and services in general, in certain geographic regions, in particular countries, or industry sectors. In addition,
U.S. federal, state and local government spending limits may reduce demand for our products and services from those
governmental agencies as well as organizations that receive funding from those agencies, and could negatively affect
macroeconomic conditions in the United States, which could further reduce demand for our products and services. Such
difficulties could negatively impact our ability to maintain or improve the various business measurements we utilize (which are
defined in this Annual Report), such as contract value and consulting backlog growth, client retention, wallet retention,
consulting utilization rates, and the number of attendees and exhibitors at our conferences and other meetings. Failure to
16
achieve acceptable levels of these measurements or improve them will negatively impact our financial condition, results of
operations, and cash flows.
We face significant competition and our failure to compete successfully could materially adversely affect our results of
operations, financial condition, and cash flows. The markets for our products and services are characterized by intense
competition and we face direct competition from a significant number of independent providers of information products and
services, including information available on the internet free of charge. We also compete indirectly against consulting firms and
other information providers, including electronic and print media companies, some of which have greater financial, information
gathering and marketing resources than we do. These indirect competitors could also choose to compete directly with us in the
future. In addition, low barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge,
and existing competitors may start to provide additional or complementary services. Additionally, technological advances may
provide increased competition from a variety of sources.
There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to
do so will result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing
expenditures. Furthermore, we will not be successful if we cannot compete effectively on quality of research and analysis,
timely delivery of information, customer service, the ability to offer products to meet changing market needs for information
and analysis, or price.
We are exposed to volatility in foreign currency exchange rates from our international operations. A significant portion of our
revenues are typically derived from sales outside of the United States. Revenues earned outside the United States are typically
transacted in local currencies, which may fluctuate significantly against the U.S. dollar. While we use forward exchange
contracts to a limited extent to seek to mitigate foreign currency risk, our revenues and results of operations could be adversely
affected by unfavorable foreign currency fluctuations.
Our business could be negatively impacted by climate change. While we seek to mitigate the business risks associated
with climate change for our operations, there are inherent climate-related risks wherever business is conducted. Access to clean
water and reliable energy in the communities where we conduct our business, whether for our offices, clients, vendors or other
stakeholders is a priority. We have large offices in Connecticut, Florida, India, Australia, and other locations that are vulnerable
to climate change effects. Changing market dynamics, global policy developments, and the increasing frequency and impact of
extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the
business of our vendors, and the business clients, and may cause us to experience higher attrition, losses and additional costs to
maintain or resume operations.
Legal and Regulatory Risks
Our failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on our
operations or financial condition. Our business and operations may be conducted in countries where corruption has historically
penetrated the economy. It is our policy to comply, and to require our local partners, distributors, agents, and those with whom
we do business to comply, with all applicable anti-bribery and anti-corruption laws, such as the U.S. Foreign Corrupt Practices
Act, the UK Bribery Act, regulations established by the Office of Foreign Assets Control (OFAC) and with applicable local
laws of the foreign countries in which we operate. There can be no assurance that all of our employees, contractors and agents
will comply with the Company’s policies that mandate compliance with these laws. Any determination that we have violated or
are responsible for violations of these laws, even if inadvertent, could be costly and disrupt our business, which could have a
material adverse effect on our business, results of operations, financial condition, liquidity and cash flows, as well as on our
reputation. For example, during the second half of 2018 we cooperated fully with a South African government commission
established to review a wide range of issues related to the country’s revenue service, including the procurement and fulfillment
of consulting agreements we entered into with the revenue service through a sales agent from late 2014 through early 2017. We
fully cooperated with the commission and in parallel, we commenced an internal investigation regarding this matter. We
voluntarily disclosed the matter to the SEC and Department of Justice (DOJ) in November 2018 and are cooperating fully with
their review, including executing tolling agreements. At this time, we do not believe the ultimate outcome of these matters will
have a material effect on our financial results, however, an unexpected adverse resolution of these matters could negatively
impact our financial condition, results of operations, and liquidity.
In addition, continuously evolving data protection laws and regulations, such as the European Union General Data Protection
Regulation (GDPR) and the decision in the Schrems II case, the California Consumer Privacy Act (CCPA), the Brazilian
General Data Protection Law (LGPD), the Chinese Cybersecurity, Data Security and Personal Information laws and other new
and proposed data protection laws, pose increasingly complex compliance challenges. We have implemented GDPR, CCPA
17
and LGPD compliance programs. In the meantime, Gartner will continue to maintain and rely upon our comprehensive global
data protection compliance program, which includes administrative, technical, and physical controls to safeguard our
associates’ and clients’ personal data. The interpretation and application of these laws in the United States, the EU and
elsewhere are often uncertain, inconsistent and ever changing. Complying with these various laws could cause us to incur
substantial costs or require us to change our business practices in a manner adverse to our business.
We face risks related to litigation. We are, and in the future may be, subject to a variety of legal actions, such as employment,
breach of contract, intellectual property-related, and business torts, including claims of unfair trade practices and
misappropriation of trade secrets. Given the nature of our business, we are also subject to defamation (including libel and
slander), negligence, or other claims relating to the information we publish. Regardless of the merits of any claim and despite
vigorous efforts to defend any such claim, claims can affect our reputation, and responding to any such claim could be time
consuming, result in costly litigation and require us to enter into settlements, royalty and licensing agreements which may not
be offered or available on reasonable terms. If a claim is made against us that we cannot defend or resolve on reasonable terms,
our business, brand, and financial results could be materially adversely affected.
We face risks related to taxation. We are a global company and a substantial amount of our earnings is generated outside of the
United States and taxed at rates other than the U.S. statutory federal income tax rate. Our effective tax rate, financial position
and results of operations could be adversely affected by earnings being higher than anticipated in jurisdictions with higher
statutory tax rates and, conversely, lower than anticipated in jurisdictions that have lower statutory tax rates, by changes in the
valuation of our deferred tax assets and/or by changes in tax laws or accounting principles and their interpretation by relevant
authorities.
Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many countries. Tax reform
legislation is being proposed or enacted in a number of jurisdictions where we do business. During 2015, the Organization for
Economic Cooperation and Development (OECD) released final reports on various action items associated with its initiative to
prevent Base Erosion and Profit Shifting (BEPS). In 2020, the OECD further proposed a two-pillar approach to global taxation
(BEPS 2.0), focusing on global profit allocation and a global minimum tax rate and in December of 2021, both the OECD and
the EU released model rules and draft directives with respect to global minimum tax. The future enactment by various
governments of these and other proposals could significantly increase our tax obligations in many countries where we do
business. These actual, potential, and other changes, both individually and collectively, could materially increase our effective
tax rate and negatively impact our financial position, results of operations, and cash flows. We will continue to monitor and
reflect the impact of such legislative changes in future financial statements as appropriate.
In addition, our tax filings for various years are subject to examination by domestic and international taxing authorities and,
during the ordinary course of business, we are under audit by various tax authorities. Recent and future actions on the part of
the OECD and various governments have increased scrutiny of our tax filings. Although we believe that our tax filings and
related accruals are reasonable, the final resolution of tax audits may be materially different from what is reflected in our
historical tax provisions and accruals and could have a material adverse effect on our effective tax rate, financial position,
results of operations, and cash flows.
As of December 31, 2021, we had approximately $120.1 million of accumulated undistributed earnings in our non-U.S.
subsidiaries. Our cash and cash equivalents are held in numerous locations throughout the world. At December 31, 2021, 31%
of our cash and cash equivalents was held overseas, with a substantial portion representing accumulated undistributed earnings
of our non-U.S. subsidiaries. Under generally accepted accounting principles in the United States of America, no provision for
income taxes that may result from the remittance of accumulated undistributed foreign earnings is required if the Company
intends to reinvest such earnings overseas indefinitely. The Company intends to continue to reinvest its accumulated
undistributed foreign earnings, except in instances where the repatriation of those earnings would result in minimal additional
tax. As a result, we have not recognized income tax expense on the amounts deemed permanently reinvested.
Our corporate compliance program cannot guarantee that we are in compliance with all applicable laws and regulations. We
operate in a number of countries, including emerging markets, and as a result we are required to comply with numerous, and in
many cases, changing international and U.S. federal, state and local laws and regulations. Accordingly, we have a corporate
compliance program that includes the creation of appropriate policies defining employee behavior that mandate adherence to
laws, employee training, annual affirmations, monitoring and enforcement. However, failure of any employee to comply with
any of these laws, regulations or our policies, could result in a range of liabilities for the employee and for the Company,
including, but not limited to, significant penalties and fines, sanctions and/or litigation, and the expenses associated with
defending and resolving any of the foregoing, any of which could have a negative impact on our reputation and business.
Risks Related to Our Common Stock
18
Our anti-takeover protections may discourage or prevent a change of control, even if a change in control would be beneficial to
our stockholders. Provisions of our restated certificate of incorporation and bylaws and Delaware law may make it difficult for
any party to acquire control of us in a transaction not approved by our Board of Directors. These provisions include: (i) the
ability of our Board of Directors to issue and determine the terms of preferred stock; (ii) advance notice requirements for
inclusion of stockholder proposals at stockholder meetings; and (iii) the anti-takeover provisions of Delaware law. These
provisions could discourage or prevent a change of control or change in management that might provide stockholders with a
premium to the market price of their common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
As of December 31, 2021, we leased approximately 20 domestic and 65 international office properties for our ongoing business
operations. These offices, which exclude certain properties that we sublease to others, support our executive and administrative
activities, research and consulting, sales, systems support, operations, and other functions. Our corporate office is based in
Stamford, Connecticut. We also maintain an important presence in: Fort Myers, Florida; Arlington, Virginia; Egham, the
United Kingdom; Gurgaon, India; Irving, Texas; and Barcelona, Spain. The Company does not own any real property.
Our Stamford corporate headquarters is comprised of leased office space in three buildings located on the same campus. Our
lease for the Stamford headquarters facility expires in 2027 and contains three five-year renewal options at fair value.
In early 2022, we began to operate under a hybrid virtual-first working environment, meaning that most of our employees have
the option to work remotely at least some of the time for the foreseeable future. As a result, we believe our current real estate
footprint is sufficient to support future growth.
ITEM 3. LEGAL PROCEEDINGS.
We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe
that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have
a material effect on our financial position, cash flows or results of operations when resolved in a future period.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
19
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is listed on the New York Stock Exchange under the symbol “IT”. As of February 17, 2022, there were
1,010 holders of record of our common stock. Our 2022 Annual Meeting of Stockholders will be held virtually on June 2, 2022.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The equity compensation plan information set forth in Part III, Item 12 of this Annual Report on Form 10-K is hereby
incorporated by reference into this Part II, Item 5.
SHARE REPURCHASES
In May 2015, our Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of
our common stock. The Board authorized incremental share repurchases of up to an additional $300.0 million, $500.0 million,
$800.0 million and $500.0 million of the Company’s common stock in February 2021, April 2021, July 2021 and February
2022, respectively. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner
that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the
stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases
(which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and
borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based
compensation awards. The table below summarizes the repurchases of our common stock during the three months ended
December 31, 2021 pursuant to our share repurchase program and the settlement of stock-based compensation awards.
Maximum
Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans or
Programs
(in thousands)
Period
Total
Number of
Shares
Purchased
(#)
Average
Price Paid
Per Share
($)
Total Number of
Shares Purchased
Under Announced
Programs
(#)
October 1, 2021 to October 31, 2021
579,246 $
311.67
November 1, 2021 to November 30, 2021
December 1, 2021 to December 31, 2021
Total for the quarter (1)
48,522
437
331.00
332.30
628,205 $
313.18
578,486 $
15,290
— $
593,776
595,976
590,976
590,976
(1) The repurchased shares during the three months ended December 31, 2021 included purchases for both the settlement of
stock-based compensation awards and open market purchases.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors
influencing the operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our
expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read
this discussion in conjunction with our consolidated financial statements and related notes included in this Annual Report on
Form 10-K. Historical results and percentage relationships are not necessarily indicative of operating results for future periods.
References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated
subsidiaries.
This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for 2021 and 2020 under
the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed
discussion comparing 2020 and 2019, refer to those headings under Item 7., “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2020.
20
In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain
expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the
effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying data being
measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for
different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are any statements other than statements of historical fact, including statements
regarding our expectations, beliefs, hopes, intentions, projections or strategies regarding the future. In some cases, forward-
looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,”
“anticipate,” “estimate,” “predict,” “potential,” “continue” or other words of similar meaning.
We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and
uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-
looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as
any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or
incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our
actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in
our forward-looking statements include, among others, the following: uncertainty of the magnitude, duration, geographic reach
and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19
pandemic and governments’ responses to it on our business, growth, reputation, projections, prospects, financial condition,
operations, cash flows, and liquidity; the adequacy or effectiveness of steps we take to respond to the crisis; our ability to
recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our
Gartner Symposium/Xpo series that normally occurs during the fourth quarter, as well as the timing of our return to in-person
conferences and meetings and willingness of participants to attend; our ability to achieve and effectively manage growth,
including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt
obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our
ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research
analysts and consultants as well as experienced sales personnel upon whom we are dependent; our ability to achieve continued
customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our
ability to carry out our strategic initiatives and manage associated costs; our ability to successfully compete with existing
competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; additional risks
associated with international operations, including foreign currency fluctuations; the U.K.’s exit from the European Union and
its impact on our results; the impact of restructuring and other charges on our businesses and operations; cybersecurity
incidents; general economic conditions; changes in macroeconomic and market conditions and market volatility (including
developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets
and access to capital; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; the
impact of changes in tax policy and heightened scrutiny from various taxing authorities globally; uncertainty from the expected
discontinuance of LIBOR and transition to any other interest rate benchmark; changes to laws and regulations; and other risks
and uncertainties. The potential fluctuations in our operating income could cause period-to-period comparisons of operating
results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk
factors associated with our business is included under “Risk Factors” in Item 1A. of this Annual Report on Form 10-K, which is
incorporated herein by reference.
Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking statements, and are currently, or in the future could be, amplified by
the COVID-19 pandemic. Factors that might cause such a difference include, but are not limited to, those listed above or
described under “Risk Factors” in Item 1A of this Annual Report on Form 10-K. Readers should not place undue reliance on
these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Forward-
looking statements in this Annual Report on Form 10-K speak only as of the date hereof, and forward-looking statements in
documents attached that are incorporated by reference speak only as of the date of those documents. Except as required by law,
we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they
occur.
BUSINESS OVERVIEW
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Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools
enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 100 countries and
territories — across all major functions, in every industry and enterprise size.
Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as
described below.
•
•
Research equips executives and their teams from every function and across all industries with actionable, objective insight,
guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and
data-driven research to help our clients address their mission critical priorities.
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our
Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-
driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
• Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s
actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology
investments and stronger performance on our clients’ mission critical priorities.
COVID-19 Impact
As a result of the COVID-19 pandemic, we temporarily closed Gartner offices around the world and implemented significant
travel restrictions. Although we have reopened most offices and have plans to reopen substantially all remaining offices in early
2022, health and safety permitting, reopening is subject to many factors outside of our control. The vast majority of our
employees transitioned to working from home. In early 2022, we began to operate under a hybrid virtual-first working
environment, meaning that most of our employees will have the option to work remotely at least some of the time, for the
foreseeable future. As a result, in the fourth quarter of 2021 we evaluated our real estate footprint globally, and determined that
certain of our leased locations are no longer necessary for our operations. This evaluation resulted in the impairment of right-of-
use assets and other long-lived assets, net of a reduction in lease liabilities, of $49.5 million related to certain office locations
we no longer intend to use. We expect to continue to evaluate our real estate footprint globally. If we determine there is any
additional excess property, there is no assurance that we will be able to sublease any such excess properties or that we will not
incur costs in connection with such exit activities, which may be material. As of the date of this filing, we do not believe our
work from home protocol has affected our internal controls over financial reporting.
Of the three business segments in which we operate, Research and Consulting have returned to growth levels that were in line
with our growth prior to the pandemic. However, Conferences continues to be negatively impacted. We cancelled in-person
conferences scheduled for 2020 beginning in late February/early March 2020 with the remainder being cancelled after the
World Health Organization’s declaration of the COVID-19 pandemic later in March 2020. We began holding virtual
conferences during the second half of 2020. We held 39 virtual conferences during the year ended December 31, 2021 and
expect to continue to deliver conferences virtually during 2022. These virtual conferences have resulted in significantly less
revenue and gross contribution than in-person conferences, but we believe they aid in client retention and engagement. We are
operationally planning to re-launch in-person destination conferences when conditions permit.
For cancelled conferences, our event cancellation insurance enables us to receive an amount up to expected revenues, plus
incurred expenses minus saved expense. Our event cancellation insurance provides up to $170 million in coverage for 2020
with the right to reinstate that amount one time if those limits are utilized. The insurer has contested our right to reinstate limits.
Gartner also has event cancellation insurance for 2021, covering events that were planned for 2021 but cancelled, of up to $150
million with the right to reinstate up to that amount one time if the initial limits are inadequate. The insurer has contested all
coverage for events planned for 2021 but cancelled due to COVID-19. We are in litigation with the insurer on these issues. In
2021, we received $166.9 million of proceeds related to 2020 insurance claims, and recorded a gain of $152.3 million. The
timing of receiving the remaining proceeds from 2020 and 2021 insurance claims is uncertain so we will not record any
insurance claims in excess of expenses incurred related to the remaining claims until the receipt of the insurance proceeds is
deemed to be realizable. Our insurance coverage for 2022 (and likely beyond) excludes cancellation due to communicable
diseases.
22
In response to the pandemic’s impacts to our business, we implemented cost avoidance initiatives in the first half of 2020
including significant limitations on hiring and third-party spending, reductions to discretionary spending and elimination of
non-essential travel and re-prioritization of capital expenditures. We began to restore certain investments in the business during
the second half of 2020 and accelerated these investments in 2021. We expect these investments to increase in future periods,
which may have a negative impact on operating margins.
23
BUSINESS MEASUREMENTS
We believe that the following business measurements are important performance indicators for our business segments:
BUSINESS SEGMENT
Research
BUSINESS MEASUREMENT
Total contract value represents the dollar value attributable to all of our subscription-related
contracts. It is calculated as the annualized value of all contracts in effect at a specific point in
time, without regard to the duration of the contract. Total contract value primarily includes
Research deliverables for which revenue is recognized on a ratable basis, as well as other
deliverables (primarily Conferences tickets) for which revenue is recognized when the
deliverable is utilized. Comparing contract value year-over-year not only measures the short-
term growth of our business, but also signals the long-term health of our Research subscription
business since it measures revenue that is highly likely to recur over a multi-year period. Our
total contract value consists of Global Technology Sales contract value, which includes sales to
users and providers of technology, and Global Business Sales contract value, which includes
sales to all other functional leaders.
Client retention rate represents a measure of client satisfaction and renewed business
relationships at a specific point in time. Client retention is calculated on a percentage basis by
dividing our current clients, who were also clients a year ago, by all clients from a year ago.
Client retention is calculated at an enterprise level, which represents a single company or
customer.
Wallet retention rate represents a measure of the amount of contract value we have retained
with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by
dividing the contract value of our current clients, who were also clients a year ago, by the total
contract value from a year ago, excluding the impact of foreign currency exchange. When
wallet retention exceeds client retention, it is an indication of retention of higher-spending
clients, or increased spending by retained clients, or both. Wallet retention is calculated at an
enterprise level, which represents a single company or customer.
Conferences
Number of destination conferences represents the total number of hosted virtual or in-person
conferences completed during the period. Single day, local meetings are excluded.
Number of destination conferences attendees represents the total number of people who
attend virtual or in-person conferences. Single day, local meetings are excluded.
Consulting
Consulting backlog represents future revenue to be derived from in-process consulting and
measurement engagements.
Utilization rate represents a measure of productivity of our consultants. Utilization rates are
calculated for billable headcount on a percentage basis by dividing total hours billed by total
hours available to bill.
Billing rate represents earned billable revenue divided by total billable hours.
Average annualized revenue per billable headcount represents a measure of the revenue
generating ability of an average billable consultant and is calculated periodically by multiplying
the average billing rate per hour times the utilization percentage times the billable hours
available for one year.
24
EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION
We have executed a strategy since 2005 to drive revenue and earnings growth. The fundamentals of our strategy include a focus
on creating actionable, objective insight for executive leaders and their teams, delivering innovative and highly differentiated
product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and
retention, and continuously improving our operational effectiveness.
We had total revenues of $4.7 billion in 2021, an increase of 15% compared to 2020 on a reported basis and 14% excluding the
foreign currency impact. Net income increased to $793.6 million in 2021 from $266.7 million in 2020 and, as a result, diluted
earnings per share was $9.21 in 2021 compared to $2.96 in 2020.
Research revenues increased to $4.1 billion in 2021, an increase of 14% compared to 2020 on a reported basis and 12.0%
excluding the foreign currency impact. The Research gross contribution margin was 74% and 72% in 2021 and 2020,
respectively. Total contract value was $4.2 billion at December 31, 2021, an increase of 16% compared to December 31, 2020
on a foreign currency neutral basis.
Conferences revenues increased to $214.4 million in 2021, an increase of 78% compared to 2020 both on a reported basis and
excluding the foreign currency impact. The Conferences gross contribution margin was 62% and 48% in 2021 and 2020,
respectively. We held 39 virtual conferences in 2021, and 5 in-person and 15 virtual conferences in 2020.
Consulting revenues increased to $418.1 million in 2021, an increase of 11% compared to 2020 on a reported basis and 9%
excluding the foreign currency impact. The Consulting gross contribution margin was 38% and 31% in 2021 and 2020,
respectively. Backlog was $116.7 million at December 31, 2021.
Cash provided by operating activities was $1.3 billion and $903.3 million during 2021 and 2020, respectively. As of
December 31, 2021, we had $756.5 million of cash and cash equivalents and approximately $1.0 billion of available borrowing
capacity on our revolving credit facility. During 2021, we repurchased 7.3 million shares of the Company’s common stock for
an aggregate purchase price of approximately $1.7 billion.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements requires the application of appropriate accounting policies and the use
of estimates. Our significant accounting policies are described in Note 1 — Business and Significant Accounting Policies in the
Notes to Consolidated Financial Statements. Management considers the policies discussed below to be critical to an
understanding of our consolidated financial statements because their application requires complex and subjective management
judgments and estimates. Specific risks for these critical accounting policies are also described below.
The preparation of our consolidated financial statements requires us to make estimates and assumptions about future events. We
develop our estimates using both current and historical experience, as well as other factors, including the general economic
environment and actions we may take in the future. We adjust such estimates when facts and circumstances dictate. However,
our estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these
estimates are based on our best judgment at a point in time and, as such, they may ultimately differ materially from actual
results. Ongoing changes in our estimates could be material and would be reflected in the Company’s consolidated financial
statements in future periods.
Our critical accounting policies and estimates are described below.
Revenue recognition — Our revenue by significant source is accounted for as follows:
•
•
•
Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred
and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right
business software for their needs are recognized when the leads are provided to vendors.
Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.
Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee
contracts are recognized as we work to satisfy our performance obligations. Revenues from time and materials
engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization
engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.
25
The majority of our Research contracts are billable upon signing, absent special terms granted on a limited basis from time to
time. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have
cancellation or fiscal funding clauses. It is our policy to record the amount of a subscription contract that is billable as a fee
receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a
legally enforceable claim.
Note 1 — Business and Significant Accounting Policies and Note 9 — Revenue and Related Matters in the Notes to
Consolidated Financial Statements provide additional information regarding our revenues.
Accounting for income taxes — The Company uses the asset and liability method of accounting for income taxes. We
estimate our income taxes in each of the jurisdictions where the Company operates. This process involves estimating our
current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax
and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated
balance sheets. When assessing the realizability of deferred tax assets, we consider if it is more likely than not that some or all
of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards,
projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning
strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax
position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the largest
amount of benefit with greater than a 50% likelihood of being realized. The Company uses estimates in determining the amount
of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax law and
measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more
information about their ultimate realization becomes available.
Accounting for stock-based compensation — The Company accounts for stock-based compensation awards in accordance
with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. The Company recognizes
stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service
period. Note 10 — Stock-Based Compensation in the Notes to Consolidated Financial Statements provides additional
information regarding stock-based compensation. Determining the appropriate fair value model and calculating the fair value of
stock-based compensation awards requires the use of certain subjective assumptions, including the expected life of a stock-
based compensation award and the Company’s common stock price volatility. In addition, determining the appropriate periodic
stock-based compensation expense requires management to estimate the likelihood of the achievement of certain performance
targets. The assumptions used in calculating the fair values of stock-based compensation awards and the related periodic
expense represent management’s best estimates, which involve inherent uncertainties and the application of judgment. As a
result, if circumstances change and the Company deems it necessary in the future to modify the assumptions it made or to use
different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, then the
amount of expense may need to be adjusted and future stock-based compensation expense could be materially different from
what has been recorded in the current period.
A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award.
Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of
the original award immediately before its terms are modified, measured based on the fair value of the awards at the
modification date. For vested awards, we recognize incremental compensation cost in the period the modification occurs. For
unvested awards, we recognize any incremental compensation expense at the modification date or ratably over the requisite
remaining service period, as appropriate. If the fair value of the modified award is lower than the fair value of the original
award immediately before modification, the minimum compensation cost we recognize is the cost of the original award.
26
RESULTS OF OPERATIONS
Consolidated Results
The table below presents an analysis of selected line items and year-over-year changes in our Consolidated Statements of
Operations for the years indicated (in thousands).
Total revenues
Costs and expenses:
Cost of services and product development
Selling, general and administrative
Depreciation
Amortization of intangibles
Acquisition and integration charges
Operating income
Interest expense, net
Gain on event cancellation insurance claims
Loss on extinguishment of debt
Other income (expense), net
Less: Provision for income taxes
Net income
nm = not meaningful
Year Ended
December 31,
2021
Year Ended
December 31,
2020
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
4,733,962 $
4,099,403 $
634,559
15 %
1,444,093
2,155,658
102,802
109,603
6,055
915,751
(116,620)
152,310
—
18,429
176,310
1,345,024
2,038,963
93,925
125,059
6,282
490,150
(113,549)
—
(44,814)
(5,654)
59,388
99,069
116,695
8,877
(15,456)
(227)
425,601
3,071
152,310
44,814
24,083
116,922
$
793,560 $
266,745 $
526,815
7
6
9
(12)
(4)
87
3
nm
nm
>(100)
197
197 %
Total revenues for 2021 were $4.7 billion, an increase of $634.6 million compared to 2020, or 15% on a reported basis and 14%
excluding the foreign currency impact. The tables below present (i) revenues by geographic region (based on where the sale is
fulfilled) and (ii) revenues by segment for the years indicated (in thousands).
Primary Geographic Market
United States and Canada
Europe, Middle East and Africa
Other International
Total revenues
Segment
Research
Conferences
Consulting
Total revenues
Year Ended
December 31,
2021
Year Ended
December 31,
2020
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
3,048,902 $
2,637,824 $
411,078
1,130,979
554,081
966,273
495,306
164,706
58,775
$
4,733,962 $
4,099,403 $
634,559
16 %
17
12
15 %
Year Ended
December 31,
2021
4,101,392 $
214,449
418,121
4,733,962 $
Year Ended
December 31,
2020
3,602,892 $
120,140
376,371
4,099,403 $
$
$
Increase
(Decrease)
498,500
94,309
41,750
634,559
Percentage
Increase
(Decrease)
14 %
78
11
15 %
Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.
Cost of services and product development was $1.4 billion in 2021, an increase of $99.1 million compared to 2020, or 7% on a
reported basis and 6% excluding the foreign currency impact. The increase was primarily due to increased compensation costs,
conference expenses and program expenses, partially offset by reduced travel and entertainment costs. Cost of services and
product development as a percent of revenues was 31% and 33% during 2021 and 2020, respectively.
27
Selling, general and administrative (“SG&A”) expense was $2.2 billion in 2021, an increase of $116.7 million compared to
2020, or 6% on a reported basis and 4% excluding the foreign currency impact. The increase in SG&A during the year ended
December 31, 2021, as compared to the prior fiscal year, was primarily due to charges associated with the impairment of right-
of-use assets and other long-lived assets, net of a reduction in lease liabilities, of $49.5 million related to certain office locations
we no longer intend to use. Additionally, conference-related expenses increased due to expenses on cancelled conferences.
SG&A expense also increased due to higher personnel costs in the current year, partially offset by reduced severance costs.
There was a slight decrease in the number of quota-bearing sales associates in Global Technology Sales and an increase in
Global Business Sales to 3,072 and 934, respectively, at December 31, 2021. On a combined basis, the total number of quota-
bearing sales associates increased by 2% when compared to December 31, 2020. SG&A expense as a percent of revenues was
46% and 50% during 2021 and 2020, respectively.
Depreciation increased by 9% during 2021 compared to 2020. This increase was due to additional investments, including new
leasehold improvements as additional office space went into service, and capitalized software.
Amortization of intangibles decreased by 12% during 2021 compared to 2020 due to certain intangible assets that became fully
amortized in 2021 and 2020.
Operating income was $915.8 million and $490.2 million during 2021 and 2020, respectively. The increase in operating income
was primarily due to increased revenue.
Interest expense, net increased by $3.1 million during 2021 compared to 2020. The increase in interest expense, net was
primarily due to an increase in debt, partially offset by a reduction in the amortization of debt issuance costs.
Gain on event cancellation insurance claims of $152.3 million during the year ended December 31, 2021 reflected proceeds, net
of expense recoveries, related to the 2020 conference cancellation insurance claims.
Loss on extinguishment of debt during the year ended December 31, 2020 was related to the early redemption premium and
write-off of deferred financing fees on our redemption of the 2025 Notes on September 28, 2020.
Other income (expense), net for the years presented herein included the net impact of foreign currency gains and losses from
our hedging activities, as well as sales of certain state tax credits and the recognition of other tax incentives. During 2021 and
2020, Other income (expense), net included a $20.2 million and a 2.2 million gain on de-designated interest rate swaps,
respectively. Other income (expense), net for the year ended December 31, 2020 also included the release of $10.3 million from
Accumulated other comprehensive loss, net related to forecasted interest payments that were no longer probable as a result of
the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.
Provision for income taxes was $176.3 million and $59.4 million during 2021 and 2020, respectively, with an effective income
tax rate of 18.2% for both 2021 and 2020. The Company completed intercompany sales of certain intellectual property in both
2021 and 2020. As a result, the Company recorded net tax benefits of approximately $54.1 million and $28.3 million during
2021 and 2020, respectively. These benefits represent the value of future tax deductions for amortization of the assets in the
acquiring jurisdiction, net of any tax recognized in the selling jurisdiction. The Company’s intellectual property footprint
continues to evolve and may result in tax rate volatility in the future. Note 12 — Income Taxes in the Notes to Consolidated
Financial Statements provides additional information regarding the Company’s income taxes.
Net income was $793.6 million and $266.7 million during 2021 and 2020, respectively. Additionally, our diluted net income
per share increased by $6.25 in 2021 compared to 2020. These year-over-year changes reflect: (i) the increase in our 2021
operating income; (ii) the gain on event cancellation insurance claims; (iii) the prior year loss on extinguishment of debt; and
(iv) higher Other income (expense), net, partially offset by increased income tax expense due to higher pre-tax income in 2021
compared to 2020.
SEGMENT RESULTS
We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is
defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses,
Depreciation, Amortization of intangibles, and Acquisition and integration charges. Gross contribution margin is defined as
gross contribution as a percent of revenues.
Reportable Segments
28
The sections below present the results of the Company’s three reportable business segments: Research, Conferences and
Consulting.
Research
Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin
Business Measurements:
Global Technology Sales (2):
Contract value (1), (3)
Client retention
Wallet retention
Global Business Sales (2):
Contract value (1), (3)
Client retention
Wallet retention
As Of And For
The Year Ended
December 31,
2021
As Of And For
The Year Ended
December 31,
2020
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
$
4,101,392
3,036,925
$
$
3,602,892
2,597,852
$
$
74 %
72 %
498,500
439,073
2 points
$
3,373,000
$
2,957,000
$
416,000
86 %
106 %
83 %
98 %
3 points
8 points
$
874,000
$
706,000
$
168,000
87 %
115 %
83 %
101 %
4 points
14 points
14 %
17 %
—
14 %
—
—
24 %
—
—
(1) Dollars in thousands.
(2) Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all
other functional leaders.
(3) Contract values are on a foreign exchange neutral basis. Contract values as of December 31, 2020 have been calculated
using the same foreign currency rates as 2021.
Research revenues increased by $498.5 million during 2021 compared to 2020, or 14% on a reported basis and 12% excluding
the foreign currency impact. The gross contribution margin was 74% in 2021 compared to 72% in 2020. The increase in
revenues during 2021 was primarily due to the same factors driving the trend in our Research contract value, which are
discussed below. The improvement in margin was primarily due to the growth in revenue.
Total contract value increased to $4.2 billion at December 31, 2021, or 16% compared to December 31, 2020 on a foreign
currency neutral basis. Total contract value growth was led by the manufacturing, services, and technology sectors. Global
Technology Sales (“GTS”) contract value increased by 14% at December 31, 2021 when compared to December 31, 2020. The
increase in GTS contract value was primarily due to new business from new and existing clients, as well as improved client
retention. GTS contract value increased by double-digits for all enterprise sizes and over half of all sectors. Global Business
Sales (“GBS”) contract value increased by 24% year-over-year, also primarily driven by new business from new and existing
clients, and improved client retention. All of our GBS practices achieved double-digit growth rates, with the majority growing
more than 20% year-over-year.
GTS client retention was 86% and 83% as of December 31, 2021 and 2020, respectively, while wallet retention was 106% and
98%, respectively. GBS client retention was 87% and 83% as of December 31, 2021 and 2020, respectively, while wallet
retention was 115% and 101% as of December 31, 2021 and 2020, respectively. The number of GTS client enterprises and GBS
client enterprises increased by 9% and 5%, respectively, at December 31, 2021 when compared to December 31, 2020.
29
Conferences
Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin
As Of And For
The Year Ended
December 31,
2021
As Of And For
The Year Ended
December 31,
2020
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
$
214,449
133,748
$
$
120,140
57,302
$
$
62 %
48 %
94,309
76,446
14 points
78 %
133 %
—
95 %
35 %
Business Measurements:
Number of destination conferences (2)
Number of destination conferences attendees (2)
39
57,145
20
42,273
19
14,872
(1) Dollars in thousands.
(2) Includes both virtual and in-person conferences. Single day, local meetings are excluded.
In response to the COVID-19 pandemic, we cancelled all in-person conferences from March 2020 through December 2021, and
pivoted to producing virtual conferences with a focus on maximizing the value we deliver to our clients. We held 39 virtual
conferences during the year ended December 31, 2021. During 2020, we successfully held 5 in-person conferences prior to the
COVID-19 pandemic and 15 virtual conferences during the second half of the year. We expect to continue to deliver
conferences virtually during 2022, but are operationally planning to re-launch in-person destination conferences when
conditions permit. Conferences revenues increased by $94.3 million during 2021 compared to 2020, or 78%, on both a reported
basis and excluding the foreign currency impact. The increase in revenues for the year ended December 31, 2021 was due to the
virtual conferences held during the period, as well as the use of ticket entitlements which we extended from 2020 due to the
pandemic. The segment gross contribution margin was 62% and 48% in 2021 and 2020, respectively. The higher gross
contribution margin during 2021 was primarily due to increased revenues.
Consulting
Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin
Business Measurements:
Backlog (1), (2)
Average billable headcount
Consultant utilization
Average annualized revenue per billable headcount
(1)
As Of And For
The Year Ended
December 31,
2021
As Of And For
The Year Ended
December 31,
2020
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
$
$
$
$
$
$
418,121
158,843
38 %
116,700
749
68 %
$
$
$
376,371
115,744
31 %
103,300
768
61 %
41,750
43,099
7 points
13,400
(19)
7 points
429
$
368
$
61
11 %
37 %
—
13 %
(2) %
—
17 %
(1) Dollars in thousands.
(2) Backlog is on a foreign currency neutral basis. Backlog as of December 31, 2020 has been calculated using the same
foreign currency rates as 2021.
Consulting revenues increased 11% during 2021 compared to 2020 on a reported basis and 9% excluding the foreign currency
impact. The increase in revenues on a reported basis was due to a 13% increase in labor-based consulting, and a 4% increase in
contract optimization. Contract optimization revenue may vary significantly and, as such, 2021 revenues may not be indicative
of future results. The segment gross contribution margin was 38% and 31% in 2021 and 2020, respectively. The increase in
gross contribution margin during 2021 was primarily due to the increase in revenue.
Backlog increased by $13.4 million, or 13%, from December 31, 2020 to December 31, 2021.
30
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations through cash generated from our operating activities and borrowings. Note 6 — Debt in the Notes to
Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At
December 31, 2021, we had $756.5 million of cash and cash equivalents and approximately $1.0 billion of available borrowing
capacity on the revolving credit facility under our 2020 Credit Agreement. We believe that the Company has adequate liquidity
and access to capital markets to meet its currently anticipated needs for both the next twelve months and the foreseeable future.
We have historically generated significant cash flows from our operating activities. Our operating cash flow has been
continuously maintained by the leverage characteristics of our subscription-based business model in our Research segment,
which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of
our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental
margins, has resulted in continuously strong operating cash flow. Cash flow generation has also benefited from our ongoing
efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working
capital as we increase sales.
Our cash and cash equivalents are held in numerous locations throughout the world with 31% held overseas at December 31,
2021. The Company intends to reinvest substantially all of its accumulated undistributed foreign earnings, except in instances
where repatriation would result in minimal additional tax. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we believe
that the income tax impact if such earnings were repatriated would be minimal.
The table below summarizes the changes in the Company’s cash balances for the years indicated (in thousands).
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Net increase in cash and cash equivalents and restricted cash
Effects of exchange rates
Beginning cash and cash equivalents
Year Ended December 31,
2021
2020
Increase
(Decrease)
$
1,312,470 $
903,278 $
409,192
(80,467)
(83,888)
(1,157,609)
(416,224)
74,394
(26,375)
712,583
403,166
28,581
280,836
3,421
(741,385)
(328,772)
(54,956)
431,747
48,019
Ending cash and cash equivalents and restricted cash
$
760,602 $
712,583 $
Operating
Cash provided by operating activities was $1,312.5 million and $903.3 million in 2021 and 2020, respectively. The year-over-
year increase was primarily due to higher pre-tax income in the 2021 period, in part due to a $152.3 million gain on event
cancellation insurance claims, and an increase in deferred revenues resulting from increased bookings in Research, partially
offset by higher income tax payments and deferred commissions.
Investing
Cash used in investing activities was $80.5 million and $83.9 million in 2021 and 2020, respectively. The cash used in 2021
was for capital expenditures and the acquisition of Pulse Q&A Inc. The slight decrease from 2020 to 2021 was the result of
reduced capital spending in response to the COVID-19 pandemic, partially offset by the 2021 acquisition of Pulse Q&A Inc.
Financing
Cash used in financing activities was $1.2 billion and $416.2 million in 2021 and 2020, respectively. During the 2021 period,
we issued $600.0 million of 3.625% Senior Notes due 2029, and repaid $100.0 million on our term loan facility under the 2020
Credit Agreement with a portion of the proceeds from the issuance of the 2029 Notes. During 2021, we used $1.7 billion of
cash for share repurchases. During 2020, the Company repaid a net $148.0 million on our revolving credit facility under the
2016 Credit Agreement, paid a net $58.5 million in debt principal repayments, borrowed $5.0 million under the 2020 Credit
Agreement and used $176.3 million for share repurchases. Additionally, we paid $25.8 million in deferred financing fees
related to our financing activities and $30.8 million in early redemption premium payments related to the repayment of our
31
2025 Notes. See Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding
the Company’s financing activities in 2021 and 2020.
OBLIGATIONS AND COMMITMENTS
Debt
As of December 31, 2021, the Company had $2.5 billion of principal amount of debt outstanding. Note 6 — Debt in the Notes
to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.
Off-Balance Sheet Arrangements
Through December 31, 2021, the Company has not entered into any material off-balance sheet arrangements or transactions
with unconsolidated entities or other persons.
Contractual Cash Commitments
The table below summarizes the Company’s future contractual cash commitments as of December 31, 2021 (in thousands).
Commitment Description
Debt – principal, interest, and commitment
fees (1)
Due In Less
Than
1 Year
Due In 2-3
Years
Due In 4-5
Years
Due In
More Than
5 Years
Total
$
124,651 $
247,417 $
461,956 $ 2,450,696 $ 3,284,720
Operating leases (2)
146,114
272,298
228,855
417,750
1,065,017
Deferred compensation arrangements (3)
Other (4)
Totals
9,298
38,542
14,118
56,342
10,653
37,896
76,792
31,272
110,861
164,052
$
318,605 $
590,175 $
739,360 $ 2,976,510 $ 4,624,650
(1) Principal repayments of the Company’s debt obligations were classified in the above table based on the contractual
repayment dates. Interest payments were based on the effective interest rates as of December 31, 2021, including the
effects of the Company’s interest rate swap contracts. Commitment fees were based on unused balances and commitment
rates as of December 31, 2021. Note 6 — Debt in the Notes to Consolidated Financial Statements provides information
regarding the Company’s debt obligations and interest rate swap contracts.
(2) The Company leases various facilities, automobiles, computer equipment and other assets under non-cancelable operating
lease agreements expiring between 2022 and 2038. The total commitment excludes approximately $292.7 million of
estimated future cash receipts from the Company’s subleasing arrangements. Note 1 — Business and Significant
Accounting Policies and Note 7 — Leases in the Notes to Consolidated Financial Statements provide additional
information regarding the Company’s leases.
(3) The Company has supplemental deferred compensation arrangements with certain of its employees. Amounts payable with
known payment dates have been classified in the above table based on those scheduled payment dates. Amounts payable
whose payment dates are unknown have been included in the Due In More Than 5 Years category because the Company
cannot determine when the amounts will be paid. Note 15 — Employee Benefits in the Notes to Consolidated Financial
Statements provides additional information regarding the Company’s supplemental deferred compensation arrangements.
(4) Other includes: (i) contractual commitments (a) for software, telecom and other services and (b) to secure sites for our
Conferences business (c) deferred consideration held in escrow in connection with business acquisitions (see Note 1 —
Business and Significant Accounting Policies and Note 2 — Acquisitions in in the Notes to Consolidated Financial
Statements); and (ii) projected cash contributions to the Company’s defined benefit pension plans. Note 15 — Employee
Benefits in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s
defined benefit pension plans.
In addition to the contractual cash commitments included in the above table, the Company has other payables and liabilities that
may be legally enforceable but are not considered contractual commitments. Information regarding the Company’s payables
and liabilities is included in Note 5 — Accounts Payable and Accrued and Other Liabilities in the Notes to Consolidated
Financial Statements.
32
RECENTLY ISSUED ACCOUNTING STANDARDS
The FASB has issued accounting standards that had not yet become effective as of December 31, 2021 and may impact the
Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Significant
Accounting Policies in the Notes to Consolidated Financial Statements provides information regarding those accounting
standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE RISK
As of December 31, 2021, the Company had $2.5 billion in total debt principal outstanding. Note 6 — Debt in the Notes to
Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.
Approximately $0.3 billion of the Company’s total debt outstanding as of December 31, 2021 was based on a floating base rate
of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to
interest rate increases through our interest rate swap contracts, which effectively convert the floating base interest rates on all of
our variable rate borrowings to fixed rates.
FOREIGN CURRENCY RISK
A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign
currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the
Canadian dollar. The reporting currency of our Consolidated Financial Statements is the U.S. dollar. As the values of the
foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign
currency translation and transaction risk.
Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional
currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation
of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential
impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At
December 31, 2021, we had $756.5 million of cash and cash equivalents, with a substantial portion denominated in foreign
currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the
amount of cash and cash equivalents we would have reported on December 31, 2021 could have increased or decreased by
approximately $45.0 million. The translation of our foreign currency revenues and expenses historically has not had a material
impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact
our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate
volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.
Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local
functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is
recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects
of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of
December 31, 2021 had an immaterial net unrealized loss.
CREDIT RISK
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly
liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward
exchange contracts. The majority of the Company’s cash and cash equivalents, interest rate swap contracts and foreign currency
forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be
collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements for 2021, 2020 and 2019, together with the reports of KPMG LLP, our independent registered public
accounting firm, are included herein in this Annual Report on Form 10-K.
33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Management conducted an evaluation, as of December 31, 2021, of the effectiveness of the design and operation of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), under the supervision and with the participation of our chief executive officer and
chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that
the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material Company
information required to be disclosed by us in reports filed under the Exchange Act.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Gartner management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Gartner’s internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In
addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this
assessment, management used the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment was reviewed with
the Audit Committee of the Board of Directors.
Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2021,
Gartner’s internal control over financial reporting was effective. The effectiveness of management’s internal control over
financial reporting as of December 31, 2021 has been audited by KPMG LLP, an independent registered public accounting
firm, as stated in their report, which is included in this Annual Report on Form 10-K in Part IV, Item 15.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31,
2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
34
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under
the captions “The Board of Directors,” “Proposal One: Election of Directors,” “Executive Officers,” “Corporate Governance,”
“Delinquent Section 16(a) Reports” (if necessary) and “Proxy and Voting Information — Available Information” in the
Company’s 2022 Proxy Statement. See also Item 1. Business — Available Information.
ITEM 11. EXECUTIVE COMPENSATION.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under
the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” “The Board of
Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance -
Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation
Committee” in the Company’s 2022 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under
the captions “Compensation Tables and Narrative Disclosures — Equity Compensation Plan Information” and “Security
Ownership of Certain Beneficial Owners and Management” in the Company’s 2022 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under
the captions “Transactions With Related Persons” and “Corporate Governance — Director Independence” in the Company’s
2022 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under
the caption “Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm” in the
Company’s 2022 Proxy Statement.
35
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) 1. and 2. Financial Statements and Schedules
The reports of our independent registered public accounting firm and financial statements listed in the Index to Consolidated
Financial Statements herein are filed as part of this report.
All financial statement schedules not listed in the Index have been omitted because the information required is not applicable or
is shown in the consolidated financial statements or notes thereto.
3. Exhibits
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
3.1(1)
3.2(2)
4.1(3)
4.2(4)
4.3(4)
4.4(4)
4.5(5)
4.6*
10.1(6)+
10.2(7)+
10.3(7)+
10.4(2)+
10.5(8)+
10.6(7)+
10.7(7)+
10.8(9)+
10.9(9)+
10.10(10)+
10.11(10)+
10.12+*
10.13+*
10.14(11)+
10.15(9)+
Restated Certificate of Incorporation of the Company.
By-laws of Gartner, Inc. (as amended through April 29, 2021).
Indenture (including form of Notes), dated as of June 22, 2020, among Gartner, Inc., the guarantors
named therein and U.S. Bank National Association, as a trustee, relating to the $800,000,000
aggregate principal amount of 4.500% Senior Notes due 2028.
Indenture (including form of Notes), dated as of September 28, 2020, among Gartner, Inc., the
guarantors named therein and U.S. Bank National Association, as a trustee, relating to the
$800,000,000 aggregate principal amount of 3.750% Senior Notes due 2030.
Amended and Restated Credit Agreement, dated as of September 28, 2020, among Gartner, Inc., the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among
Gartner, Inc. each subsidiary guarantor party thereto and JPMorgan Chase Bank, N.A.
Indenture (including form of Notes), dated as of June 18, 2021, among Gartner, Inc., the guarantors
named therein and U.S. Bank National Association, as a trustee, relating to the $600,000,000
aggregate principal amount of 3.625% Senior Notes due 2029.
Description of Gartner, Inc.’s Common Stock.
2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021.
Long-Term Incentive Plan, as amended and restated effective January 31, 2019.
Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company
dated as of February 14, 2019.
Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April
29, 2021.
Company Deferred Compensation Plan, effective January 1, 2009.
Form of 2019 Stock Appreciation Right Agreement for executive officers.
Form of 2019 Performance Stock Unit Agreement for executive officers.
Form of 2020 Stock Appreciation Right Agreement for executive officers.
Form of 2020 Performance Stock Unit Agreement for executive officers.
Form of 2021 Stock Appreciation Right Agreement for executive officers.
Form of 2021 Performance Stock Unit Agreement for executive officers.
Form of 2022 Stock Appreciation Right Agreement for executive officers.
Form of 2022 Performance Stock Unit Agreement for executive officers.
Form of Restricted Stock Unit Agreement for non-employee directors.
Enhanced Executive Rewards Policy.
36
21.1*
23.1*
24.1*
31.1*
31.2*
32*
101.INS*
101.SCH*
101.CAL*
101.LAB*
101.PRE*
101.DEF*
104*
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney (see Signature Page).
Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
*
Filed with this document.
+ Management compensation plan or arrangement.
(1)
Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.
Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020.
Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020.
Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021.
Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 19, 2021.
Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019.
Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009.
Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 19, 2020.
(10) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 24, 2021.
(11) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018.
37
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Auditor Firm ID: 185)
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Three-Year Period Ended December 31, 2021
Consolidated Statements of Comprehensive Income for the Three-Year Period Ended December 31, 2021
Consolidated Statements of Stockholders’ Equity for the Three-Year Period Ended December 31, 2021
Consolidated Statements of Cash Flows for the Three-Year Period Ended December 31, 2021
Notes to Consolidated Financial Statements
39
41
42
43
44
45
46
47
All financial statement schedules have been omitted because the information required is not applicable or is shown in the
Consolidated Financial Statements or notes thereto.
38
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gartner, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of
December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity,
and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 23, 2022 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Unrecognized tax benefits
As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an
uncertain tax position when it believes such position is more likely than not of being sustained if challenged. As of
December 31, 2021, the Company has recorded gross unrecognized tax benefits of $150.0 million. Recognized tax
positions are measured at the largest amount of benefit with greater than a 50 percent likelihood of being realized. The
Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.
We identified the assessment of unrecognized tax benefits related to transfer pricing as a critical audit matter. Complex
auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate
resolution of its tax positions.
39
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process,
including transfer pricing. We involved tax and transfer pricing professionals with specialized skills and knowledge, who
assisted in assessing unrecognized tax benefits by:
• evaluating the Company’s interpretation of tax laws and income tax consequences of intercompany transactions
• assessing transfer pricing practices for compliance with relevant tax laws and regulations
• analyzing the Company’s tax positions and determination of unrecognized tax benefits, including the associated effect
in other jurisdictions
In addition, we evaluated the Company’s ability to estimate its unrecognized tax benefits by comparing historical
unrecognized tax benefits to actual results upon conclusion of examinations by applicable taxing authorities.
/s/ KPMG LLP
We have served as the Company’s auditor since 1996.
New York, New York
February 23, 2022
40
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gartner, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Gartner, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated
statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report
dated February 23, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 23, 2022
41
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
Current assets:
Cash and cash equivalents
Fees receivable, net of allowances of $6,500 and $10,000, respectively
Deferred commissions
Prepaid expenses and other current assets
Total current assets
Property, equipment and leasehold improvements, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Other assets
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
Deferred revenues
Current portion of long-term debt
Total current liabilities
Long-term debt, net of deferred financing fees
Operating lease liabilities
Other liabilities
Total Liabilities
Stockholders’ Equity:
Preferred stock:
December 31,
2021
2020
$ 756,493 $
712,583
1,365,180
380,569
1,241,508
259,755
117,838
2,620,080
109,212
2,323,058
273,562
548,258
336,765
647,283
2,951,317
2,945,547
714,418
308,689
806,998
256,316
$ 7,416,324 $ 7,315,967
$ 1,134,814 $
952,431
2,238,035
1,974,548
5,931
20,515
3,378,780
2,947,494
2,456,833
1,958,286
697,766
511,887
780,166
539,593
7,045,266
6,225,539
$0.01 par value, authorized 5,000,000 shares; none issued or outstanding
—
—
Common stock:
$0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both
periods
Additional paid-in capital
Accumulated other comprehensive loss, net
Accumulated earnings
Treasury stock, at cost, 81,205,504 and 74,759,985 common shares, respectively
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
See Notes to Consolidated Financial Statements.
42
(81,431)
82
2,074,896
82
1,968,930
(99,228)
3,049,027
2,255,467
(4,671,516) (3,034,823)
1,090,428
$ 7,416,324 $ 7,315,967
371,058
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues:
Research
Conferences
Consulting
Total revenues
Costs and expenses:
Cost of services and product development
Selling, general and administrative
Depreciation
Amortization of intangibles
Acquisition and integration charges
Total costs and expenses
Operating income
Interest income
Interest expense
Gain on event cancellation insurance claims
Loss from divested operations
Loss on extinguishment of debt
Other income (expense), net
Income before income taxes
Provision for income taxes
Net income
Net income per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
See Notes to Consolidated Financial Statements.
Year Ended December 31,
2021
2020
2019
$
4,101,392 $
214,449
3,602,892 $
120,140
418,121
4,733,962
376,371
4,099,403
1,444,093
2,155,658
102,802
109,603
6,055
1,345,024
2,038,963
93,925
125,059
6,282
3,374,548
476,869
393,904
4,245,321
1,550,568
2,103,424
82,066
129,713
9,463
3,818,211
3,609,253
3,875,234
915,751
1,893
490,150
2,087
370,087
3,026
(118,513)
(115,636)
(102,831)
152,310
—
—
18,429
969,870
176,310
—
—
(44,814)
(5,654)
326,133
59,388
—
(2,075)
—
7,532
275,739
42,449
$
793,560 $
266,745 $
233,290
$
$
9.33 $
9.21 $
2.99 $
2.96 $
2.60
2.56
85,026
86,177
89,315
90,017
89,817
90,971
43
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Interest rate swaps - net change in deferred gain or loss
Pension plans - net change in deferred actuarial gain or loss
Other comprehensive income (loss), net of tax
Comprehensive income
See Notes to Consolidated Financial Statements.
Year Ended December 31,
2020
2019
2021
$
793,560 $
266,745 $
233,290
(6,621)
21,781
2,637
17,797
10,375
(30,940)
(725)
(21,290)
4,169
(39,394)
(2,846)
(38,071)
$
811,357 $
245,455 $
195,219
44
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
Common
Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss, Net
Accumulated
Earnings
Treasury
Stock
Total
Stockholders’
Equity
Balance at December 31, 2018
Net income
$
82 $ 1,823,710 $
—
—
(39,867) $ 1,755,432 $ (2,688,600) $
—
6,555
—
69,008
1,899,273
—
—
7,117
—
62,540
Other comprehensive loss
Issuances under stock plans
Common share repurchases
Stock-based compensation expense
Balance at December 31, 2019
Net income
Other comprehensive loss
Issuances under stock plans
Common share repurchases
Stock-based compensation expense
Balance at December 31, 2020
Net income
Other comprehensive income
Issuances under stock plans
Common share repurchases
Stock-based compensation expense
—
—
—
—
82
—
—
—
—
—
82
—
—
—
—
—
—
233,290
(38,071)
—
—
—
(77,938)
—
(21,290)
—
—
—
—
—
—
—
1,988,722
266,745
—
—
—
—
—
—
11,094
(194,040)
—
(2,871,546)
—
—
11,026
850,757
233,290
(38,071)
17,649
(194,040)
69,008
938,593
266,745
(21,290)
18,143
(174,303)
(174,303)
—
62,540
1,968,930
(99,228)
2,255,467
(3,034,823)
1,090,428
—
—
7,396
—
98,570
—
793,560
17,797
—
—
—
—
—
—
—
—
—
10,854
793,560
17,797
18,250
(1,647,547)
(1,647,547)
—
98,570
Balance at December 31, 2021
$
82 $ 2,074,896 $
(81,431) $ 3,049,027 $ (4,671,516) $
371,058
See Notes to Consolidated Financial Statements.
45
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Deferred taxes
Loss from divested operations
Loss on impairment of lease related assets, net
Loss on extinguishment of debt
Gain on sale of an equity security
Reduction in the carrying amount of operating lease right-of-use assets
Amortization and write-off of deferred financing fees
Amortization of deferred swap losses from de-designation
Gain on de-designated swaps
Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net
Deferred commissions
Prepaid expenses and other current assets
Other assets
Deferred revenues
Accounts payable and accrued and other liabilities
Cash provided by operating activities
Investing activities:
Additions to property, equipment and leasehold improvements
Acquisitions - cash paid (net of cash acquired)
Other
Proceeds from the sale of an equity security
Cash used in investing activities
Financing activities:
Proceeds from employee stock purchase plan
Proceeds from borrowings
Early redemption premium payment
Payments for deferred financing fees
Proceeds from revolving credit facility
Payments on revolving credit facility
Payments on borrowings
Purchases of treasury stock
Cash used in financing activities
Net increase in cash and cash equivalents and restricted cash
Effects of exchange rates on cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of year
Cash and cash equivalents and restricted cash, end of year
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest
Income taxes, net of refunds received
See Notes to Consolidated Financial Statements.
46
Year Ended December 31,
2020
2019
2021
$
793,560 $
266,745 $
233,290
212,405
98,570
(41,567)
218,984
62,540
(53,190)
—
49,537
—
—
75,125
4,162
—
(20,204)
(145,346)
(124,874)
(15,913)
(18,287)
324,059
121,243
1,312,470
(59,834)
(22,939)
2,306
—
(80,467)
—
—
44,814
—
81,851
8,424
10,320
(2,157)
99,409
8,656
37,895
(8,950)
15,998
111,939
903,278
(83,888)
—
—
—
(83,888)
18,085
2,000,000
18,173
600,000
—
(7,320)
—
(5,000)
(30,752)
(25,786)
332,000
(475,000)
(107,915) (2,058,469)
(176,302)
(416,224)
403,166
28,581
280,836
712,583 $
74,394
(26,375)
712,583
760,602 $
(1,655,547)
(1,157,609)
$
211,779
69,008
(55,787)
2,075
—
—
(9,120)
86,466
6,497
—
—
(66,729)
(30,315)
18,985
(27,303)
181,203
(54,613)
565,436
(149,016)
(25,989)
—
14,120
(160,885)
17,629
5,000
—
—
309,000
(316,000)
(102,579)
(199,042)
(285,992)
118,559
3,614
158,663
280,836
$
$
101,885 $
253,379 $
112,249 $
33,921 $
102,298
119,156
GARTNER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Business and Significant Accounting Policies
Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and
tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 100 countries and
territories — across all major functions, in every industry and enterprise size.
Segments. Gartner delivers its products and services globally through three business segments: Research, Conferences and
Consulting. Note 9 — Revenue and Related Matters and Note 16 — Segment Information describe the products and services
offered by each of our segments and provide additional financial information for those segments.
Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with generally
accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for financial information and with the applicable
instructions of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X.
The fiscal year of Gartner is the twelve-month period from January 1 through December 31. All references to 2021, 2020 and
2019 herein refer to the fiscal year unless otherwise indicated. When used in these notes, the terms “Gartner,” the “Company,”
“we,” “us” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.
Principles of consolidation. The accompanying Consolidated Financial Statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.
Use of estimates. The preparation of the accompanying Consolidated Financial Statements requires management to make
estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and
liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such
estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals
and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based
compensation charges, depreciation and amortization. Management believes its use of estimates in the accompanying
Consolidated Financial Statements to be reasonable.
Management continually evaluates and revises its estimates using historical experience and other factors, including the general
economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances
dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision.
In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between our
estimates and actual results could be material and would be reflected in the Company’s Consolidated Financial Statements in
future periods.
In December 2019, a novel coronavirus disease (“COVID-19”) was reported in Wuhan, China and on March 11, 2020, the
World Health Organization characterized COVID-19 as a pandemic. Any future asset impairment charges or restructuring
charges could be more likely if the negative effects of the COVID-19 pandemic continue and will be dependent on the severity
and duration of this crisis.
Business acquisitions. The Company accounts for business acquisitions in accordance with the acquisition method of
accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the
Company to record the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date,
with certain exceptions. Any excess of the consideration transferred over the estimated fair value of the net assets acquired,
including identifiable intangible assets, is recorded as goodwill. Under the acquisition method, the operating results of acquired
companies are included in the Company’s Consolidated Financial Statements beginning on the date of acquisition. The
Company completed business acquisitions in both 2021 and 2019. Note 2 — Acquisitions provides additional information
regarding those business acquisitions.
The determination of the fair values of intangible and other assets acquired in an acquisition requires management judgment
and the consideration of a number of factors, including the historical financial performance of acquired businesses and their
projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of
47
competition and the costs necessary to reproduce certain assets. Establishing the useful lives of intangible assets also requires
management judgment and the evaluation of a number of factors, including the expected use of an asset, historical client
retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an
asset’s useful life.
Charges that are directly related to the Company’s acquisitions are expensed as incurred and classified as Acquisition and
integration charges in the Consolidated Statements of Operations. Note 2 — Acquisitions provides additional information
regarding the Company’s Acquisition and integration charges.
Revenue recognition. The Company’s revenue by significant source is accounted for as follows:
•
•
•
Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred
and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right
business software for their needs are recognized when the leads are provided to vendors.
Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.
Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee
contracts are recognized as the Company works to satisfy its performance obligations. Revenues from time and materials
engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization
engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.
The majority of the Company’s Research contracts are billable upon signing, absent special terms granted on a limited basis
from time to time. Research contracts are generally non-cancelable and non-refundable, except for government contracts that
may have cancellation or fiscal funding clauses. It is the Company’s policy to record the amount of a subscription contract that
is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the
contract represents a legally enforceable claim.
Note 9 — Revenue and Related Matters provides additional information regarding the Company’s business and revenues.
Allowance for losses. On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses.
ASU No. 2016-13 amended the previous financial instrument impairment model by requiring entities to use a forward-looking
approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade
receivables. The Company applied the expected credit loss model to its fees receivable balance on January 1, 2020 using a
historical loss rate method. Prior to January 1, 2020, the Company recognized the allowance for losses on bad debts in
accordance with then-existing U.S. GAAP under FASB ASC Topic 310, Receivables.
Cost of services and product development (“COS”). COS expense includes the direct costs incurred in the creation and delivery
of the Company’s products and services. These costs primarily relate to personnel.
Selling, general and administrative (“SG&A”). SG&A expense includes direct and indirect selling costs, general and
administrative costs, facility costs and bad debt expense.
Commission expense. The Company records deferred commissions upon signing a customer contract and amortizes the deferred
amount over a period that aligns with the transfer to the customer of the services to which the commissions relate. Note 9 —
Revenue and Related Matters provides additional information regarding deferred commissions and the amortization of such
costs.
Stock-based compensation expense. The Company accounts for stock-based compensation awards in accordance with FASB
ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. Stock-based compensation expense for
equity awards is based on the fair value of the award on the date of grant. The Company recognizes stock-based compensation
expense over the period that the related service is performed, which is generally the same as the vesting period of the
underlying award. Forfeitures are recognized as they occur. A change in any of the terms or conditions of stock-based
compensation awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess,
if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are
modified, measured based on the fair value of the awards at the modification date. For vested awards, the Company recognizes
incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes any
incremental compensation expense at the modification date or ratably over the requisite remaining service period, as
appropriate. If the fair value of the modified award is lower than the fair value of the original award immediately before
48
modification, the minimum compensation cost the Company recognizes is the cost of the original award. Note 10 — Stock-
Based Compensation provides additional information regarding the Company’s stock-based compensation activity.
Other income (expense), net. During 2019, the Company sold a minority equity investment for $14.1 million in cash and
recognized a pretax gain of $9.1 million that was recorded in Other income (expense), net in the Consolidated Statements of
Operations.
Income taxes. The Company uses the asset and liability method of accounting for income taxes. The Company estimates its
income taxes in each of the jurisdictions where it operates. This process involves estimating the Company’s current tax expense
or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets.
When assessing the realizability of deferred tax assets, the Company considers if it is more likely than not that some or all of
the deferred tax assets will not be realized. In making this assessment, the Company considers the availability of loss
carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible
tax planning strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the
largest amount of benefit with greater than a 50% likelihood of being realized. The Company uses estimates in determining the
amount of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax
law and measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more
information about their ultimate realization becomes available. Note 12 — Income Taxes provides additional information
regarding the Company’s income taxes.
Cash and cash equivalents and restricted cash. Cash and cash equivalents includes cash and all highly liquid investments with
original maturities of three months or less, which are considered to be cash equivalents. The carrying value of cash equivalents
approximates fair value due to the short-term maturity of such instruments. Investments with maturities of more than three
months are classified as marketable securities. Interest earned is recorded in Interest income in the Consolidated Statements of
Operations.
U.S. GAAP requires that amounts generally described as restricted cash and restricted cash equivalents be presented with cash
and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on an entity’s
statement of cash flows. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the
Company’s Consolidated Balance Sheets and the total cash amounts presented in the Consolidated Statements of Cash Flows
(in thousands).
Cash and cash equivalents
Restricted cash classified in (1):
2021
December 31,
2019
2020
2018
$ 756,493 $ 712,583 $ 280,836 $ 156,368
Prepaid expenses and other current assets
4,109
—
—
2,295
Cash and cash equivalents and restricted cash per the Consolidated
Statements of Cash Flows
$ 760,602 $ 712,583 $ 280,836 $ 158,663
(1) Restricted cash consists of escrow accounts established in connection with certain of the Company’s business acquisitions.
Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement.
The Company will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies
described in such agreements (e.g., potential indemnification claims, etc.).
Leases. ASC 842 requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset
and a related lease liability on its balance sheet for most of its leases. Under ASC 842, leases are classified as either operating or
finance arrangements, with such classification affecting the pattern of expense recognition in an entity’s income statement. For
operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease cost, calculated so that the cost
of the lease is allocated over the lease term, generally on a straight-line basis. In the fourth quarter of the year ended December
31, 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the
impacts of the COVID-19 pandemic, the Company evaluated its existing real estate lease portfolio. As a result of the
evaluation, the Company recognized an impairment loss of $49.5 million. Note 7 — Leases provides additional information
regarding the Company’s leases.
49
Property, equipment and leasehold improvements. Equipment, leasehold improvements and other fixed assets owned by the
Company are recorded at cost less accumulated depreciation and amortization. Fixed assets, other than leasehold improvements,
are depreciated using the straight-line method over the estimated useful life of the underlying asset. Leasehold improvements
are amortized using the straight-line method over the shorter of the estimated useful life of the improvement or the remaining
term of the related lease. Depreciation and amortization expense for fixed assets was $102.8 million, $93.9 million and $82.1
million in 2021, 2020 and 2019, respectively. Property, equipment and leasehold improvements, net are presented in the table
below (in thousands).
Category
Computer equipment and software
Furniture and equipment
Leasehold improvements
Total cost
Less — accumulated depreciation and amortization
Property, equipment and leasehold improvements, net
Useful Life
December 31,
(Years)
2 - 7
3 - 8
2 - 15
2021
304,386 $
2020
277,973
$
97,050
253,451
654,887
114,622
283,773
676,368
(381,325)
273,562 $
(339,603)
336,765
$
The Company incurs costs to develop internal-use software used in its operations. Certain of those costs that meet the criteria in
FASB ASC Topic 350, Intangibles - Goodwill and Other are capitalized and amortized over future periods. Net capitalized
internal-use software development costs were $65.5 million and $58.2 million at December 31, 2021 and 2020, respectively,
and are included in Computer equipment and software in the table above. Amortization expense for capitalized internal-use
software development costs, which is included with Depreciation in the Consolidated Statements of Operations, totaled $34.6
million, $28.9 million and $20.0 million in 2021, 2020 and 2019, respectively.
Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the
tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in
accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting
unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis
evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the
fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that
it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount,
then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more
likely than not that the fair value of a reporting unit is less than its respective carrying amount, then the Company performs a
quantitative impairment test. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future
trends and events. As a result, both the precision and reliability of management estimates are subject to uncertainty.
The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended
September 30, 2021 that indicated no impairment. Subsequent to completing the 2021 annual impairment test, no events or
changes in circumstances were noted that required an interim goodwill impairment test. Note 3 — Goodwill and Intangible
Assets provides additional information regarding the Company’s goodwill.
Finite-lived intangible assets. The Company has finite-lived intangible assets that are amortized using the straight-line method
over the expected useful life of the underlying asset. Note 3 — Goodwill and Intangible Assets provides additional information
regarding the Company’s finite-lived intangible assets.
Impairment of long-lived assets. The Company’s long-lived assets primarily consist of intangible assets other than goodwill,
right-of-use assets and property, equipment and leasehold improvements. The Company reviews its long-lived asset groups for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may
not be recoverable. Such evaluation may be based on a number of factors, including current and projected operating results and
cash flows, and changes in management’s strategic direction as well as external economic and market factors. The Company
evaluates the recoverability of assets and asset groups by determining whether their carrying values can be recovered through
undiscounted future operating cash flows. If events or circumstances indicate that the carrying values might not be recoverable
based on undiscounted future operating cash flows, an impairment loss may be recognized. The amount of impairment is
measured based on the difference between the projected discounted future operating cash flows, using a discount rate reflecting
the Company’s average cost of funds, and the carrying value of the asset or asset group.
50
Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets, net of deferred financing fees. Interest
accrued on amounts borrowed is recorded as Interest expense in the Consolidated Statements of Operations. Note 6 — Debt
provides additional information regarding the Company’s debt arrangements.
Foreign currency exposure. The functional currency of the Company’s foreign subsidiaries is typically the local currency. All
assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date.
Income and expense items are translated at average exchange rates throughout the year. The resulting translation adjustments
are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive loss, net within
Stockholders’ Equity on the Consolidated Balance Sheets.
Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a
subsidiary are recognized in results of operations as part of Other income (expense), net in the Consolidated Statements of
Operations. The Company had net currency transaction (losses) gains of $(3.7) million, $12.5 million and $(1.1) million in
2021, 2020 and 2019, respectively. The Company enters into foreign currency forward exchange contracts to mitigate the
effects of adverse fluctuations in foreign currency exchange rates on certain transactions. Those contracts generally have short
durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income (expense),
net. The net loss from foreign currency forward exchange contracts was $1.4 million, $14.1 million and $2.5 million in 2021,
2020 and 2019, respectively. Note 13 — Derivatives and Hedging provides additional information regarding the Company’s
foreign currency forward exchange contracts.
Fair value disclosures. The Company has a limited number of assets and liabilities that are adjusted to fair value at each
balance sheet date. The Company’s required fair value disclosures are provided at Note 14 — Fair Value Disclosures.
Concentrations of credit risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-
term, highly liquid investments classified as cash equivalents, fees receivable, contract assets, interest rate swaps and a pension
reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contracts are with
investment grade commercial banks. Fees receivable and contract asset balances deemed to be collectible from customers have
limited concentration of credit risk due to the Company’s diverse customer base and geographic dispersion. The Company’s
pension reinsurance asset (see Note 15 — Employee Benefits) is maintained with a large international insurance company that
was rated investment grade as of December 31, 2021 and 2020.
Stock repurchase programs. The Company records the cost to repurchase shares of its own common stock as treasury stock.
Shares repurchased by the Company are added to treasury shares and are not retired. Note 8 — Stockholders’ Equity provides
additional information regarding the Company’s common stock repurchase activity.
Gain on event cancellation insurance claims. During the year ended December 31, 2021, the Company received $166.9 million
of proceeds related to 2020 event cancellation insurance claims, and recorded a pre-tax gain of $152.3 million. The Company
does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is
deemed to be realizable.
Adoption of new accounting standards. The Company adopted the accounting standard described below during 2021.
Simplifying the Accounting for Income Taxes — In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—
Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”). ASU No. 2019-12 provided new guidance to simplify the
accounting for income taxes in certain areas, changed the accounting for select income tax transactions and made minor ASC
improvements. Gartner adopted ASU No. 2019-12 on January 1, 2021. The adoption of ASU No. 2019-12 did not have a
material impact on the Company’s Consolidated Financial Statements.
Accounting standards issued but not yet adopted. The FASB has issued accounting standards that had not yet become effective
as of December 31, 2021 and may impact the Company’s Consolidated Financial Statements or related disclosures in future
periods. Those standards and their potential impact are discussed below.
Accounting standard effective immediately upon voluntary election by Gartner
51
Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the
Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can
elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms
relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest
rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge
accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule
became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31,
2022. The Company is currently evaluating the potential impact of ASU No. 2020-04 on its Consolidated Financial Statements,
including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from
reference rate reform. However, the Company does not expect the adoption of ASU 2020-04 to have a material impact on the
Company’s Consolidated Financial Statements.
Accounting standard effective in 2022
Government Assistance — In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832),
Disclosures by Business Entities about Government Assistance (“ASU No. 2021-10”). ASU No, 2021-10 requires business
entities to annually disclose information about certain government assistance they receive. The rule will be effective for public
entities for annual periods beginning after December 15, 2021. The adoption of ASU No. 2021-10 is currently not expected to
have a material impact on the Company’s financial statement disclosures.
Accounting standard effective in 2023
Business Combinations — In October 2021, the FASB issued ASU No. 2021-08, Business Combinations, Accounting for
Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 provides
guidance for a business combination on how to recognize and measure contract assets and contract liabilities from revenue
contracts with customers and other contracts that apply the provisions of ASC Topic 606, Revenue from Contracts with
Customers. Specifically, the proposed amendments would require that an entity (acquirer) recognize and measure contract
assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. Generally, this would
result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they
were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in
accordance with U.S. GAAP). The rule will be effective for public entities on January 1, 2023, with early adoption permitted.
Gartner has elected to adopt ASU No. 2021-08 effective January 1, 2022. ASU No. 2021-08 will not impact acquired contract
assets or liabilities from business combinations occurring prior to January 1, 2022, and the impact in future periods will depend
on the contract assets and contract liabilities acquired in future business combinations.
Note 2 — Acquisitions
Acquisitions
Year Ended December 31, 2021
On June 17, 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held
company based in San Francisco, California, for an aggregate purchase price of $29.1 million. Pulse is a technology-enabled
community platform.
For cash flow reporting purposes, the Company paid $22.9 million in cash for Pulse after considering the cash acquired with the
business, amounts held in escrow and certain other purchase price adjustments. In addition to the purchase price, the Company
may also be required to pay up to $4.5 million in cash in the future based on the continuing employment of certain key
employees. Such amount will be recognized as compensation expense over three years and reported in Acquisition and
integration charges in the Consolidated Statements of Operations.
The Company recorded $31.0 million of goodwill and finite-lived intangible assets for Pulse and $1.9 million of liabilities on a
net basis. The Company believes that the recorded goodwill is supported by the anticipated synergies resulting from the
acquisition. None of the recorded goodwill will be deductible for tax purposes. The fair value measurement of the finite-lived
intangible assets was based on income valuation methodologies, primarily an incremental profits approach, which included
significant unobservable inputs and thus represented a Level 3 measurement as defined in FASB ASC Topic 820. The
allocation of the purchase price is preliminary with respect to certain tax matters.
52
The operating results of the acquired Pulse business and the related goodwill are being reported as part of the Company’s
Research segment. The operating results of Pulse have been included in the Company’s consolidated financial statements since
the date of acquisition; however, such operating results were not material to the Company’s consolidated operating results and
segment results. Had the Company acquired Pulse in prior periods, the impact on the Company’s operating results would not
have been material and, as a result, pro forma financial information for prior periods has not been presented herein.
Year Ended December 31, 2019
On October 1, 2019, the Company acquired 100% of the outstanding membership interests of TOPO Research LLC
(“TOPO”), a privately-held company based in Redwood City, California, for $25.0 million. TOPO was a subscription-based
research and advisory business. The acquisition of TOPO expanded the Company’s market presence, product offerings and
other business opportunities.
For cash flow reporting purposes, the Company paid $23.7 million in cash for TOPO after considering the cash acquired with
the business and certain other purchase price adjustments. In addition to the purchase price, the Company paid $6.5 million cash
in total to certain key employees based on their continuing employment. Such amount was recognized as compensation expense
over two years and reported in Acquisition and integration charges in the Consolidated Statements of Operations.
The Company recorded $24.5 million of goodwill and finite-lived intangible assets for TOPO and $0.5 million of other assets
on a net basis. The Company believes that the recorded goodwill was supported by the anticipated synergies resulting from the
acquisition. All of the recorded goodwill is deductible for tax purposes. The fair value measurement of the finite-lived
intangible assets was based on income valuation methodologies, which included significant unobservable inputs and thus
represented a Level 3 measurement as defined in FASB ASC Topic 820.
The operating results of the acquired TOPO business and the related goodwill are being reported as part of the Company’s
Research and Conferences segment. The operating results of TOPO have been included in the Company’s consolidated
financial statements since the date of acquisition; however, such operating results were not material to the Company’s
consolidated operating results and segment results. Had the Company acquired TOPO in prior periods, the impact on the
Company’s operating results would not have been material and, as a result, pro forma financial information for prior periods
has not been presented herein.
During 2019, the Company also paid $2.3 million of restricted cash for deferred consideration from a 2017 acquisition.
Acquisition and Integration Charges
The Company recognized $6.1 million, $6.3 million and $9.5 million of Acquisition and integration charges during 2021, 2020
and 2019, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s
acquisitions and include, among other items, professional fees, severance and stock-based compensation charges.
During 2021, the Company received $2.3 million cash proceeds from deferred consideration related to a 2018 divestiture.
Note 3 — Goodwill and Intangible Assets
Goodwill. The table below presents changes to the carrying amount of goodwill by segment during the two-year period ended
December 31, 2021 (in thousands).
Research
Conferences Consulting
Total
Balance at December 31, 2019 (1)
Foreign currency translation impact
Balance at December 31, 2020 (1)
Additions due to an acquisition (2)
Foreign currency translation impact
Balance at December 31, 2021 (1)
$ 2,651,060 $
13,672
2,664,732
11,486
(5,284)
$ 2,670,934 $
189,641 $
(5,550)
184,091
—
(70)
184,021 $
(301)
97,025 $ 2,937,726
7,821
2,945,547
11,486
(5,716)
96,362 $ 2,951,317
96,724
—
(362)
(1) The Company does not have any accumulated goodwill impairment losses.
(2) The additions were due to the acquisition of Pulse on June 17, 2021. See Note 2 — Acquisitions for additional information.
53
Finite-lived intangible assets. Changes in finite-lived intangible assets during the two-year period ended December 31, 2021 are
presented in the tables below (in thousands).
December 31, 2021
Gross cost at December 31, 2020
Additions due to an acquisition (1)
Intangible assets fully amortized
Foreign currency translation impact
Gross cost
Accumulated amortization (2)
Balance at December 31, 2021
December 31, 2020
Gross cost at December 31, 2019
Intangible assets fully amortized
Foreign currency translation impact
Gross cost
Accumulated amortization (2)
Balance at December 31, 2020
Customer
Relationships
$
1,154,210 $
7,980
(61,422)
(4,410)
1,096,358
(413,266)
Technology-
related
Content
Other
Total
110,597 $
3,965 $
10,614 $ 1,279,386
11,200
(60,685)
104
61,216
(35,727)
—
(3,965)
—
320
(498)
—
19,500
(126,570)
(4,306)
—
—
10,436
(4,599)
1,168,010
(453,592)
$
683,092 $
25,489 $
— $
5,837 $
714,418
Customer
Relationships
$
1,145,109 $
Technology-
related
Content
Other
Total
111,033 $
14,140 $
30,838 $ 1,301,120
(2,394)
11,495
(787)
351
(9,929)
(246)
(20,152)
(72)
(33,262)
11,528
1,154,210
110,597
3,965
10,614
1,279,386
(381,776)
(83,320)
(3,595)
(3,697)
(472,388)
$
772,434 $
27,277 $
370 $
6,917 $
806,998
(1) The additions were due to the acquisition of Pulse on June 17, 2021. See Note 2 — Acquisitions for additional information.
(2) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer
relationships—6 to 13 years; Technology-related—3 to 7 years; Content—2 to 3 years; and Other —2 to 11 years.
Amortization expense related to finite-lived intangible assets was $109.6 million, $125.1 million and $129.7 million in 2021,
2020 and 2019, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in
the table below (in thousands).
2022
2023
2024
2025
2026
2027 and thereafter
Note 4 — Other Assets
The Company’s other assets are summarized in the table below (in thousands).
Benefit plan-related assets
Non-current deferred tax assets
Other
Total other assets
$
$
100,687
100,672
93,479
82,946
80,271
256,363
714,418
December 31,
2021
2020
$
$
113,553 $
140,004
55,132
308,689 $
98,536
103,559
54,221
256,316
Note 5 — Accounts Payable and Accrued and Other Liabilities
The Company’s Accounts payable and accrued liabilities are summarized in the table below (in thousands).
54
December 31,
2021
2020
Accounts payable
Payroll and employee benefits payable
Bonus payable
Commissions payable
Income tax payable
VAT payable
Current portion of operating lease liabilities
Other accrued liabilities, including the short-term portion of fair value of interest rate swap
contracts
$
49,277 $
233,704
243,459
201,397
18,717
48,834
89,754
249,672
Total accounts payable and accrued liabilities
$
1,134,814 $
38,588
216,033
224,763
130,306
29,550
58,496
83,995
170,700
952,431
The Company’s Other liabilities are summarized in the table below (in thousands).
Non-current deferred revenues
Long-term taxes payable
Benefit plan-related liabilities
Non-current deferred tax liabilities
Other, including long-term portion of fair value of interest rate swap contracts
Total other liabilities
Note 6 — Debt
December 31,
2021
2020
$
48,176 $
76,806
139,097
181,789
66,019
$
511,887 $
26,754
86,751
128,199
173,233
124,656
539,593
The Company’s total outstanding borrowings are summarized in the table below (in thousands).
Description
2020 Credit Agreement - Term loan facility (1)
2020 Credit Agreement - Revolving credit facility (1), (2)
Senior Notes due 2028 (“2028 Notes”) (3)
Senior Notes due 2029 (“2029 Notes”) (4)
Senior Notes due 2030 (“2030 Notes”) (5)
Other (6)
Principal amount outstanding (7)
Less: deferred financing fees (8)
Net balance sheet carrying amount
December 31,
2021
2020
$
287,600 $
—
800,000
600,000
800,000
5,531
2,493,131
(30,367)
2,462,764 $
$
395,000
5,000
800,000
—
800,000
6,046
2,006,046
(27,245)
1,978,801
(1) The contractual annualized interest rate as of December 31, 2021 on the 2020 Credit Agreement Term loan facility and the
Revolving credit facility was 1.50%, which consisted of a floating Eurodollar base rate of 0.125% plus a margin of
1.375%. However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates
on outstanding amounts to a fixed base rate.
(2) The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not
including the expansion feature) as of December 31, 2021.
(3) Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of
4.50% and mature on July 1, 2028.
(4) Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of
3.625% and mature on June 15, 2029.
55
(5) Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of
3.75% and mature on October 1, 2030.
(6) Consists of two State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year
maturity and the outstanding balance of $0.5 million as of December 31, 2021 bears interest at a fixed rate of 3.00%. The
second loan, originated in 2019, has a 10-year maturity and bears interest at a fixed rate of 1.75%. Both of these loans may
be repaid at any time by the Company without penalty.
(7) The weighted average annual effective rate on the Company’s outstanding debt for 2021, including the effects of its interest
rate swaps discussed below, was 4.87%.
(8) Deferred financing fees are being amortized to Interest expense over the term of the related debt obligation.
2029 Notes
On June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029
Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture”), among the Company, the
guarantors party thereto and U.S. Bank National Association, as trustee.
The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029
Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on
June 15, 2029. The Company used a portion of the net proceeds of the 2029 Notes (i) to repay $100.0 million of the outstanding
borrowings under the Company’s existing term loan facility and (ii) to pay related fees and expenses. The Company intends to
use the remaining net proceeds of the 2029 Notes for general corporate purposes.
The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices
set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15,
2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes with the proceeds of certain
equity offerings at a redemption price of 103.625% plus accrued and unpaid interest to, but excluding, the redemption date. In
addition, the Company may redeem some or all of the 2029 Notes prior to June 15, 2024, at a redemption price of 100% of the
principal amount of the 2029 Notes plus accrued and unpaid interest to, but excluding, the redemption date, plus a “make-
whole” premium. If the Company experiences specific kinds of change of control and a ratings decline, it will be required to
offer to repurchase the 2029 Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest to,
but excluding, the repurchase date.
The 2029 Notes are the Company’s general unsecured senior obligations, and are effectively subordinated to all of the
Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness,
structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor
subsidiaries, equal in right of payment to all of the Company’s and Company’s guarantor subsidiaries’ existing and future
senior indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The 2029
Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries that
have outstanding indebtedness or guarantee other specified indebtedness.
The 2029 Notes Indenture contains covenants that limit, among other things, the Company’s ability and the ability of some of
the Company’s subsidiaries to:
create liens; and
•
• merge or consolidate with other entities.
These covenants will be subject to a number of exceptions and qualifications.
The 2029 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the
principal, premium, if any, and interest on all the then outstanding 2029 Notes issued under the Indenture to be due and
payable.
2030 Notes
On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The
2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the
Company, the guarantors party thereto and U.S. Bank National Association, as trustee.
56
The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030
Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1,
2030.
The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption
prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to
October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with
certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set
forth in the 2030 Note Indenture.
2028 Notes
On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028
Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the
guarantors party thereto and U.S. Bank National Association, as trustee.
The 2028 Notes were issued at an issue price of 100.0% and bear interest at a rate of 4.50% per annum. Interest on the 2028
Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1,
2028.
The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices
set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1,
2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with certain
equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in
the 2028 Note Indenture.
2020 Credit Agreement
On September 28, 2020, the Company entered into an agreement among the Company, as borrower, the lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent,” and such agreement, the “2020 Credit
Agreement”), which amended and restated the Company’s existing credit facility, dated as of June 17, 2016 (as amended,
supplemented or otherwise modified from time to time, the “2016 Credit Agreement”).
The 2020 Credit Agreement provides for a $400.0 million senior secured five-year term loan facility and a $1.0 billion senior
secured five-year revolving facility. The term and revolving facilities may be increased, at the Company’s option and under
certain conditions, by up to an additional $1.0 billion in the aggregate plus additional amounts subject to the satisfaction of
certain conditions, including a maximum secured leverage ratio. The term loan will be repaid in consecutive quarterly
installments commencing December 31, 2020, plus a final payment due on September 28, 2025, and may be prepaid at any time
without penalty or premium (other than applicable breakage costs) at the option of the Company. The revolving credit facility
may be used for loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid
and re-borrowed until September 28, 2025, at which time all amounts borrowed must be repaid.
On September 28, 2020, the Company drew down $400.0 million in term loans. The initial drawdown was used to refinance the
outstanding amounts under the 2016 Credit Agreement. Additional amounts drawn down under the 2020 Credit Agreement will
be used for general corporate purposes, including the funding of acquisitions, payment of capital expenditures and the
repurchase of shares. The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay
$100.0 million of the outstanding borrowings under the term loan facility in June 2021.
The Company’s obligations under the 2020 Credit Agreement are guaranteed, on a secured basis, by certain existing and future
direct and indirect U.S. subsidiaries. The Company’s obligations under the 2020 Credit Agreement and the guarantees of the
subsidiary guarantors are secured by first priority security interests in substantially all of the assets of the Company and the
subsidiary guarantors. The security and pledges are subject to certain exceptions.
Loans under the 2020 Credit Agreement bear interest at a rate equal to, at the Company’s option, either (i) the greatest of: (x)
the Wall Street Journal prime rate; (y) the average rate on Federal Reserve Board of New York rate plus 1/2 of 1%; and (z) and
the adjusted LIBO rate (adjusted for statutory reserves) for a one-month interest period plus 1%, in each case plus a margin
equal to between 0.125% and 1.25% depending on the Company’s consolidated leverage ratio as of the end of the four
consecutive fiscal quarters most recently ended, or (ii) the adjusted LIBO rate (adjusted for statutory reserves) plus a margin
equal to between 1.125% and 2.25%, depending on the Company’s leverage ratio as of the end of the four consecutive fiscal
57
quarters most recently ended. The commitment fee payable on the unused portion of the revolving credit facility is equal to
between 0.175% and 0.40% based on utilization of the revolving credit facility. The Company has also agreed to pay customary
letter of credit fees.
The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial
covenant requiring a maximum leverage ratio, and covenants limiting the Company’s ability to incur indebtedness, grant liens,
make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures, make
investments and enter into certain transactions with affiliates. The Company was in compliance with all financial covenants as
of December 31, 2021.
Interest Rate Swaps
As of December 31, 2021, the Company had four fixed-for-floating interest rate swap contracts with a total notional value of
$1.4 billion that mature through 2025. The Company pays base fixed rates on these swaps ranging from 2.13% to 3.04% and in
return receives a floating Eurodollar base rate on 30-day notional borrowings.
As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the
Company de-designated all of its interest rate swaps effective June 30, 2020. Accordingly, hedge accounting is not applicable,
and subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense), net. The amounts
previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged
forecasted interest payments. As of December 31, 2021, $75.0 million is remaining in Accumulated other comprehensive loss,
net. The interest rate swaps had negative unrealized fair values (liabilities) of $53.7 million and $109.2 million as of
December 31, 2021 and December 31, 2020, respectively, of which $56.3 million and $78.1 million were recorded in
Accumulated other comprehensive loss, net of tax effect, as of December 31, 2021 and December 31, 2020, respectively. See
Note 12 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.
Note 7 — Leases
The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring
during 2022 and through 2038. These facilities support the Company’s executive and administrative activities, research and
consulting, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other
assets, which are not significant. Certain of the Company’s lease agreements include (i) renewal options to extend the lease
term for up to ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s
lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s
maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-
financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual
value guarantees or material restrictive covenants.
The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2022
and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i)
include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of
business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.
Lease Accounting under ASC 842
Under ASC 842, a lease is a contract or an agreement, or a part of another arrangement, between two or more parties that, at its
inception, creates enforceable rights and obligations that conveys the right to control the use of identified property, plant or
equipment for a period of time in exchange for consideration.
Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an
obligation to make lease payments pursuant to the contractual terms of the lease agreement. Right-of-use assets and lease
liabilities are initially recognized on the lease commencement date based on the present value of the lease payments over the
lease term. For all of the Company’s facilities leases, the Company accounts for both lease components and nonlease
components (e.g., common area maintenance charges, etc.) as a single lease component when determining the present value of
the Company’s lease payments. Variable lease payments that are not dependent on an index or a rate are excluded from the
determination of right-of-use assets and lease liabilities and such payments are recognized as expense in the period when the
related obligation is incurred.
58
The Company’s lease agreements do not provide implicit interest rates. Instead, the Company uses an incremental borrowing
rate determined on the lease commencement date to calculate the present value of future lease payments. The incremental
borrowing rate is calculated for each individual lease and represents the rate of interest that the Company would have to pay to
borrow on a collateralized basis (in the currency that the lease is denominated) over a similar term an amount equal to the lease
payments in a similar economic environment. Right-of-use assets also include any initial direct costs incurred by the Company
and lease payments made to a lessor on or before the related lease commencement date, less any lease incentives received
directly from the lessor.
Certain of the Company’s facility lease agreements include options to extend or terminate the lease. When it is reasonably
certain that the Company will exercise a renewal or termination option, the present value of the lease payments for the affected
lease is adjusted accordingly. Leases with a term of twelve months or less are accounted for in the same manner as long-term
lease arrangements, including any related disclosures. Lease expense for operating leases is generally recognized on a straight-
line basis over the lease term, unless the related right-of-use asset was previously impaired.
All of the Company’s existing sublease arrangements have been classified as operating leases with sublease income recognized
on a straight-line basis over the term of the sublease arrangement. To measure the Company’s periodic sublease income, the
Company elected to use a practical expedient under ASC 842 to aggregate nonlease components with the related lease
components when (i) the timing and pattern of transfer for the nonlease components and the related lease components are the
same and (ii) the lease components, if accounted for separately, would be classified as an operating lease. This practical
expedient applies to all of the Company’s existing sublease arrangements.
When the projected lease cost for the term of a sublease exceeds the anticipated sublease income for that same period, the
Company treats that circumstance as an indicator that the carrying amount of the related right-of-use asset may not be fully
recoverable. In those situations, the Company performs an impairment analysis and, if indicated, the Company records a charge
against earnings to reduce the right-of-use asset to the amount deemed to be recoverable in the future.
On the Consolidated Balance Sheet, right-of-use assets are classified and reported in Operating lease right-of-use assets, and the
related lease liabilities are included in Accounts payable and accrued liabilities (current) and Operating lease liabilities (long-
term). On the Consolidated Statement of Cash Flows, the reduction in the carrying amount of right-of-use assets is presented
separately and the change in operating lease liabilities is included under Accounts payable and accrued and other liabilities in
the reconciliation of net income to cash provided by operating activities.
All of the Company’s leasing and subleasing activities are recognized in Selling, general and administrative expense in the
Consolidated Statements of Operations. The table below presents the Company’s net lease cost and certain other information
related to the Company’s leasing activities as of and for the years ended December 31, 2021, 2020 and 2019 (dollars in
thousands).
Description
Operating lease cost (1)
Variable lease cost (2)
Sublease income
Total lease cost, net (3) (4)
Year Ended December 31,
2020
2021
2019
$ 130,383
$ 140,829
$ 144,727
17,940
(42,801)
17,463
(38,925)
16,404
(38,901)
$ 105,522
$ 119,367
$ 122,230
Cash paid for amounts included in the measurement of operating lease
liabilities
Cash receipts from sublease arrangements
Right-of-use assets obtained in exchange for new operating lease liabilities
$ 140,571
$ 42,374
$ 33,113
$ 137,790
$ 38,565
$ 27,258
$ 135,799
$ 34,441
$ 136,997
As of December 31,
Weighted average remaining lease term for operating leases (in years)
Weighted average discount rate for operating leases
2021
2020
8.7
6.5 %
9.6
6.6 %
2019
10.2
6.7 %
(1) Included in operating lease cost was $42.3 million, $42.2 million and $43.2 million of costs for subleasing activities during
2021, 2020, and 2019 respectively.
(2) These amounts are primarily variable lease and nonlease costs that were not fixed at the lease commencement date or are
dependent on something other than an index or a rate.
(3) The Company did not capitalize any initial direct costs for operating leases during 2021, 2020, or 2019.
(4) Amount excludes a right-of-use asset impairment charge of $49.5 million, as discussed below.
59
As of December 31, 2021, the (i) maturities of operating lease liabilities under non-cancelable arrangements and (ii) estimated
future sublease cash receipts from non-cancelable arrangements were as follows (in thousands):
Period ending December 31,
2022
2023
2024
2025
2026
Thereafter
Operating
Lease
Payments
Sublease
Cash
Receipts
$
137,188 $
138,332
127,399
113,226
112,937
415,242
48,721
50,054
41,793
42,172
42,941
67,060
292,741
Total future minimum operating lease payments and estimated sublease cash receipts (1)
Imputed interest
1,044,324 $
(256,804)
Total operating lease liabilities per the Consolidated Balance Sheet
$
787,520
(1) Approximately 79% of the operating lease payments pertain to properties in the United States.
The table below indicates where the discounted operating lease payments from the above table are classified in the
Consolidated Balance Sheet (in thousands).
Description
Accounts payable and accrued liabilities
Operating lease liabilities
Total operating lease liabilities per the Consolidated Balance Sheet
December 31,
2021
2020
$
$
89,754 $
697,766
787,520 $
83,995
780,166
864,161
As of December 31, 2021, the Company had additional operating leases for facilities that have not yet commenced. These
operating leases, which aggregated $8.5 million of undiscounted lease payments, are scheduled to commence during 2022 with
lease terms of up to six years.
In the fourth quarter of the year ended December 31, 2021, as a result and in consideration of the changing nature of the
Company’s use of office space for its workforce and the impacts of the COVID-19 pandemic, the Company evaluated its
existing real estate lease portfolio. This evaluation included the decision to abandon a portion of one leased office space and the
cease-use of certain other leased office spaces that the Company intends to sublease. In connection with this evaluation, the
Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.
As a result of the evaluation, the Company recognized an impairment loss during the fourth quarter of the year ended December
31, 2021 of $49.5 million, which is included as a component of Selling, general and administrative expenses in the
accompanying Consolidated Statements of Operations. The impairment loss recorded includes $50.9 million related to right-of-
use assets, $17.9 million related to other long-lived assets, primarily leasehold improvements and a $19.3 million reduction in
lease liabilities.
The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash
flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the
expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods
and discount rates that reflect the level of risk associated with receiving future cash flows.
Note 8 — Stockholders’ Equity
Common stock. Holders of Gartner’s common stock, par value $0.0005 per share, are entitled to one vote per share on all
matters to be voted by stockholders. The Company does not currently pay cash dividends on its common stock. Also, the 2020
Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends. The table below
summarizes transactions relating to the Company’s common stock for the three years ended December 31, 2021.
60
Balance at December 31, 2018
Issuances under stock plans
Purchases for treasury (1), (2)
Balance at December 31, 2019
Issuances under stock plans
Purchases for treasury (1), (2)
Balance at December 31, 2020
Issuances under stock plans
Purchases for treasury (1)
Balance at December 31, 2021
Issued
Shares
163,602,067
—
—
163,602,067
—
—
163,602,067
—
—
163,602,067
Treasury
Stock
Shares
73,899,977
(825,115)
1,369,426
74,444,288
(820,065)
1,135,762
74,759,985
(807,320)
7,252,839
81,205,504
(1) The Company used a total of $1,655.5 million, $176.3 million and $199.0 million in cash for share repurchases during
2021, 2020 and 2019, respectively.
(2) The number of shares repurchased in all periods presented above included those that were settled in January of the
following year due to timing.
Share repurchase authorization. In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase
program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases
of up to an additional $300 million, $500 million and $800 million of the Company’s common stock in February 2021, April
2021 and July 2021, respectively. $591 million remained available as of December 31, 2021. The Company may repurchase its
common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the
availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and
other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to
comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private
transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from
time-to-time in connection with the settlement of the Company’s stock-based compensation awards. See Note 19 — Subsequent
Event for a discussion regarding an increase in the Company’s share repurchase authorization.
Accumulated Other Comprehensive Income (Loss), net (“AOCI/L”)
The tables below provide information about the changes in AOCI/L by component and the related amounts reclassified out of
AOCI/L to income during the years indicated (net of tax, in thousands) (1).
Year Ended December 31, 2021
Balance - December 31, 2020
Other comprehensive income (loss) activity during the year:
Change in AOCI/L before reclassifications to income
Reclassifications from AOCI/L to income (2), (3)
Other comprehensive income (loss), net for the year
Balance - December 31, 2021
Year Ended December 31, 2020
Interest
Rate Swaps
$
(78,104) $
Defined
Benefit
Pension
Plans
Foreign
Currency
Translation
Adjustments
(9,309) $
(11,815) $
Total
(99,228)
—
21,781
21,781
(56,323) $
2,232
405
2,637
(6,672) $
$
(6,621)
—
(6,621)
(18,436) $
(4,389)
22,186
17,797
(81,431)
61
Balance - December 31, 2019
Other comprehensive income (loss) activity during the year:
Change in AOCI/L before reclassifications to income
Reclassifications from AOCI/L to income (2), (3)
Other comprehensive income (loss), net for the year
Balance - December 31, 2020
Interest
Rate Swaps
$
(47,164) $
Defined
Benefit
Pension
Plans
Foreign
Currency
Translation
Adjustments
Total
(8,584) $
(22,190) $ (77,938)
(56,862)
25,922
(30,940)
(78,104) $
(1,057)
332
(725)
(9,309) $
$
10,375
—
(47,544)
26,254
10,375
(21,290)
(11,815) $ (99,228)
(1) Amounts in parentheses represent debits (deferred losses).
(2) $29.1 million and $24.9 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in
Interest expense for the year ended December 31, 2021 and 2020, respectively. $10.3 million of the reclassifications related
to interest rate swaps (cash flow hedges) were recorded in Other income (expense), net for the year ended December 31,
2020. See Note 6 — Debt and Note 13 — Derivatives and Hedging for information regarding the cash flow hedges.
(3) The reclassifications related to defined benefit pension plans were primarily recorded in Selling, general and administrative
expense, net of tax effect. See Note 15 — Employee Benefits for information regarding the Company’s defined benefit
pension plans.
The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other
comprehensive loss, net at December 31, 2021 that is expected to be reclassified into earnings within the next 12 months is
$22.6 million.
Note 9 — Revenue and Related Matters
Our Business and Revenues
Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting.
Revenues from those business segments are discussed below.
Research
Research equips executives and their teams from every function and across all industries with actionable, objective insight,
guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-
driven research to help our clients address their mission critical priorities.
Research revenues are mainly derived from subscription contracts for research products, representing approximately 91% of the
segment’s revenue. The related revenues are deferred and recognized ratably over the applicable contract term (i.e., as services
are provided over the contract period). Fees derived from assisting organizations in selecting the right business software for
their needs are recognized at a point in time (i.e., when the lead is provided to the vendor).
The Company enters into subscription contracts for research products that generally are for twelve-month periods or longer.
Approximately 80% to 85% of the Company’s annual and multi-year Research subscription contracts provide for billing of the
first full service period upon signing. In subsequent years, multi-year subscription contracts are normally billed prior to the
contract’s anniversary date. Other Research subscription contracts are usually invoiced in advance, commencing with the
contract signing, on (i) a quarterly, monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule.
Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have
cancellation or fiscal funding clauses, which have not historically resulted in material cancellations. It is the Company’s policy
to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a
corresponding amount as deferred revenue because the contract represents a legally enforceable claim.
Conferences
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our
Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven
sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
62
The Company earns revenues from both the attendees and exhibitors at Gartner conferences and meetings. Attendees are
generally invoiced for the full attendance fee upon their completion of an online registration form or their signing of a contract,
while exhibitors typically make several individual payments commencing with the signing of a contract. Almost all of the
invoiced amounts are collected in advance of the related activity, resulting in the recording of deferred revenue. Both the
attendee and exhibitor revenues are recognized as the related performance obligations are satisfied (i.e., when the related
activity is held).
The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period
during which the related activity occurs. The Company’s policy is to defer only those costs that are incremental and directly
attributable to a specific activity, primarily prepaid site and production services costs. Other costs of organizing and producing
conference activities, primarily Company personnel and non-conference specific expenses, are expensed in the period incurred.
Consulting
Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable,
objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and
stronger performance on our clients’ mission critical priorities.
Consulting revenues, primarily derived from custom consulting and measurement services, are principally generated from fixed
fee or time and materials engagements. Revenues from fixed fee engagements are recognized as the Company works to satisfy
its performance obligations, while revenues from time and materials engagements are recognized as work is delivered and/or
services are provided. In both of these circumstances, performance obligations are satisfied and control of the services are
passed to customers over time (i.e., during the duration of the contract or consulting engagement). On a contract-by-contract
basis, the Company typically uses actual labor hours incurred compared to total expected labor hours to measure the
Company’s performance in respect of fixed fee engagements. If labor and other costs on an individual contract are expected to
exceed the total contract value or the contract’s funded ceiling amount, the Company reflects an adjustment to the contract’s
overall profitability in the period determined. Revenues related to contract optimization engagements are contingent in nature
and are only recognized at the point in time when all of the conditions related to their payment have been satisfied.
Consulting customers are invoiced based on the specific terms and conditions in their underlying contracts. They are typically
invoiced after the Company has satisfied some or all of the related performance obligations and the related revenue has been
recognized. The Company records fees receivable for amounts that are billed or billable. Contract assets are also recorded
representing amounts for which the Company has recognized revenue but lacks the unconditional right to payment as of the
balance sheet date due to the required continued performance under the relevant contract, progress billing milestones or other
billing-related restrictions.
Disaggregated Revenue
Disaggregated revenue by reportable segment is presented in the tables below for the years indicated (in thousands).
By Primary Geographic Market (1)
Year Ended December 31, 2021
Primary Geographic Market
United States and Canada
Europe, Middle East and Africa
Other International
Total revenues
Year Ended December 31, 2020
63
Research Conferences Consulting
$ 2,655,534 $
958,339
487,519
$ 4,101,392 $
146,707 $
47,883
19,859
214,449 $
246,661 $ 3,048,902
124,757 1,130,979
46,703
554,081
418,121 $ 4,733,962
Total
Primary Geographic Market
United States and Canada
Europe, Middle East and Africa
Other International
Total revenues
Year Ended December 31, 2019
Primary Geographic Market
United States and Canada
Europe, Middle East and Africa
Other International
Total revenues
Research Conferences Consulting
$ 2,339,482 $
75,024 $
223,318 $ 2,637,824
Total
826,752
436,658
28,108
17,008
111,413
41,640
966,273
495,306
$ 3,602,892 $
120,140 $
376,371 $ 4,099,403
Research Conferences Consulting
$ 2,199,008 $
295,857 $
239,625 $ 2,734,490
Total
751,267
424,273
122,591
58,421
122,146
32,133
996,004
514,827
$ 3,374,548 $
476,869 $
393,904 $ 4,245,321
(1) Revenue is reported based on where the sale is fulfilled.
The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a
network of independent international sales agents. Most of the Company’s products and services are provided on an integrated
worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate Company’s revenue
by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which
involve certain management estimates and judgments.
By Timing of Revenue Recognition
Year Ended December 31, 2021
Timing of Revenue Recognition
Transferred over time (1)
Transferred at a point in time (2)
Total revenues
Year Ended December 31, 2020
Timing of Revenue Recognition
Transferred over time (1)
Transferred at a point in time (2)
Total revenues
Year Ended December 31, 2019
Timing of Revenue Recognition
Transferred over time (1)
Transferred at a point in time (2)
Total revenues
Research
Conferences Consulting
Total
$ 3,740,694 $
— $
334,945 $ 4,075,639
360,698
$ 4,101,392 $
214,449
214,449 $
83,176
658,323
418,121 $ 4,733,962
Research
Conferences Consulting
Total
$ 3,313,111 $
— $
296,546 $ 3,609,657
289,781
120,140
79,825
489,746
$ 3,602,892 $
120,140 $
376,371 $ 4,099,403
Research
$ 3,083,936 $
290,612
$ 3,374,548 $
Conferences Consulting
— $
Total
476,869
476,869 $
316,042 $ 3,399,978
845,343
393,904 $ 4,245,321
77,862
(1) Research revenues were recognized in connection with performance obligations that were satisfied over time using a time-
elapsed output method to measure progress. Consulting revenues were recognized over time using labor hours as an input
measurement basis.
(2) The revenues in this category were recognized in connection with performance obligations that were satisfied at the point
in time that the contractual deliverables were provided to the customer.
Determining a measure of progress for performance obligations that are satisfied over time and when control transfers for
performance obligations that are satisfied at a point in time requires management to make judgments that affect the timing of
64
revenue recognition. A key factor in this determination is when the customer can direct the use of, and can obtain substantially
all of the benefits from, the deliverable.
For performance obligations recognized in accordance with a time-elapsed output method, the Company’s efforts are expended
consistently throughout the contractual period and the Company transfers control evenly by providing stand-ready services. For
performance obligations satisfied under Consulting fixed fee or time and materials engagements, the Company believes that
labor hours are the best measure of depicting the Company’s progress because labor output corresponds directly to the value of
the Company’s performance to date as control is transferred.
For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to
performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021 was approximately $4.4 billion.
The Company expects to recognize $2.6 billion, $1.5 billion and $362.6 million of this revenue (most of which pertains to
Research) during the year ending December 31, 2022, the year ending December 31, 2023 and thereafter, respectively. The
Company applies a practical expedient allowed in ASC 606 and, accordingly, it does not disclose such performance obligation
information for customer contracts that have original durations of one year or less. The Company’s performance obligations for
contracts meeting this ASC 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription
contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized
Consulting solutions for clients under fixed fee or time and materials engagements. The remaining duration of these
performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and
obligations under the affected contracts.
Customer Contract Assets and Liabilities
The payment terms and conditions in the Company’s customer contracts vary. In some cases, customers prepay and, in other
cases, after the Company conducts a credit evaluation, payment may be due in arrears. Because the timing of the Company’s
service delivery typically differs from the timing of customer payments, the Company recognizes either a contract asset (the
Company performs either fully or partially under the contract but a contingency remains) or a contract liability (upfront
customer payments precede the Company’s performance, resulting in deferred revenue). Amounts recorded as contract assets
are reclassified to fees receivable when all of the outstanding conditions have been resolved and the Company’s right to
payment becomes unconditional. Contracts with payments due in arrears are also recognized as fees receivable. As contractual
performance obligations are satisfied, the Company correspondingly relieves its contract liabilities and records the associated
revenue.
The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts
with customers (in thousands).
Assets:
Fees receivable, gross (1)
Contract assets recorded in Prepaid expenses and other current assets (2)
Contract liabilities:
Deferred revenues (current liability) (3)
Non-current deferred revenues recorded in Other liabilities (3)
Total contract liabilities
December 31,
2021
2020
$
$
$
$
1,371,680 $
20,054 $
1,251,508
14,440
2,238,035 $
48,176
2,286,211 $
1,974,548
26,754
2,001,302
(1) Fees receivable represent an unconditional right of payment from the Company’s customers and include both billed and
unbilled amounts.
(2) Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of
the balance sheet date because the project may be subject to a progress billing milestone or some other billing restriction.
(3) Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that
pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance
obligation(s).
The Company recognized revenue of $1,613.3 million, $1,494.0 million and $1,436.9 million during 2021, 2020 and 2019
respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year. Those amounts
primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred
65
during the reporting periods. During 2021, 2020 and 2019, the Company did not record any material impairments related to its
contract assets.
Costs of Obtaining and Fulfilling a Customer Contract
When the Company concludes that a liability should be recognized for the costs of obtaining a customer contract and
determines how such liability should be measured, certain commissions are capitalized as a recoverable direct incremental cost
of obtaining the underlying contract. No other amounts are capitalized as a cost of obtaining or fulfilling a customer contract
because no expenditures have been identified that meet the requisite capitalization criteria. For Research and Consulting, the
Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to
which the commissions relate. For Conferences, deferred commissions are expensed during the period when the related
conference or meeting occurs.
During 2021, 2020 and 2019, deferred commission amortization expense was $472.5 million, $440.5 million and $369.5
million, respectively, and was included in Selling, general and administrative expense in the Consolidated Statements of
Operations. The Company classifies Deferred commissions as a current asset on the Consolidated Balance Sheets at both
December 31, 2021 and 2020 because those costs were, or will be, amortized over the twelve months following the respective
balance sheet dates.
Note 10 — Stock-Based Compensation
The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the
Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and
performance-based restricted stock units, and common stock equivalents. As of December 31, 2021, the Company had 4.3
million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based
compensation awards under its 2014 Long-Term Incentive Plan (the “Plan”). Currently, the Company issues treasury shares
upon the exercise, release or settlement of stock-based compensation awards.
Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the
use of certain subjective assumptions, including the expected life of a stock-based compensation award and Common Stock
price volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to
estimate the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of
stock-based compensation awards and the related periodic expense represent management’s best estimates, which involve
inherent uncertainties and the application of judgment. As a result, if circumstances change and the Company deems it
necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the
Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock-
based compensation expense could be materially different from what has been recorded in the current year.
Stock-Based Compensation Expense
The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item
during the years ended December 31 (in millions).
Award type
Stock appreciation rights
Restricted stock units (1)
Common stock equivalents
Total (2)
Expense category line item
Cost of services and product development
Selling, general and administrative
Acquisition and integration charges (3)
Total (1) (2)
2021
2020
2019
8.2 $
89.6
0.8
98.6 $
7.8 $
54.1
0.7
62.6 $
2021
2020
2019
35.0 $
63.6
—
98.6 $
29.7 $
32.9
—
62.6 $
6.7
61.6
0.7
69.0
29.1
39.4
0.5
69.0
$
$
$
$
(1) On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of
the Board of Directors of the Company established performance measures for the performance-based restricted stock units
66
(the “PSUs”) awarded to the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate
performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target.
However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95%
of target. In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the
Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a
result of the modification, the Company recognized $6.5 million of incremental compensation cost during the year ended
December 31, 2021.
(2) Includes charges of $41.2 million, $17.9 million and $21.5 million during 2021, 2020 and 2019, respectively, for awards to
retirement-eligible employees. Those awards vest on an accelerated basis.
(3) These charges were the result of restricted stock units granted in connection with the CEB integration process.
As of December 31, 2021, the Company had $103.0 million of total unrecognized stock-based compensation cost, which is
expected to be expensed over the remaining weighted average service period of approximately 2.4 years.
Stock-Based Compensation Awards
The disclosures presented below provide information regarding the Company’s stock-based compensation awards, all of which
have been classified as equity awards in accordance with FASB ASC Topic 505.
Stock Appreciation Rights
Stock-settled stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the value of the Common
Stock. After the applicable vesting criteria have been satisfied, SARs are settled in shares of Common Stock upon exercise by
the employee. SARs vest ratably over a four-year service period and expire seven years from the date of grant. The fair value of
a SARs award is recognized as compensation expense on a straight-line basis over four years. SARs have only been awarded to
the Company’s executive officers.
When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1) the total proceeds from
the exercise of the SARs award (calculated as the closing price of the Common Stock as reported on the New York Stock
Exchange on the date of exercise less the exercise price of the SARs award, multiplied by the number of SARs exercised) is
divided by (2) the closing price of the Common Stock on the date of exercise. Upon exercise, the Company withholds a portion
of the shares of the Common Stock to satisfy statutory tax withholding requirements. SARs recipients do not have any
stockholder rights until the shares of Common Stock are issued in respect of the award, which is subject to the prior satisfaction
of the vesting and other criteria relating to such grants.
The table below summarizes changes in SARs outstanding during the year ended December 31, 2021.
Per Share
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term (Years)
Units of SARs
(in millions)
Outstanding at December 31, 2020
Granted
Exercised
Outstanding at December 31, 2021 (1) (2)
Vested and exercisable at December 31, 2021 (2)
1.0 $
0.2
(0.4)
0.8 $
0.3 $
123.59 $
180.64
103.53
145.36 $
125.20 $
27.76
49.13
22.97
34.72
28.17
4.37
6.11
n/a
4.45
3.44
n/a = not applicable
(1) As of December 31, 2021, 0.5 million of the total SARs outstanding were unvested. The Company expects that
substantially all of those unvested awards will vest in future periods.
(2) As of December 31, 2021, the total SARs outstanding had an intrinsic value of $156.1 million. On such date, SARs vested
and exercisable had an intrinsic value of $62.8 million.
The fair value of a SARs award is determined on the date of grant using the Black-Scholes-Merton valuation model with the
following weighted average assumptions for the years ended December 31:
67
Expected dividend yield (1)
Expected stock price volatility (2)
Risk-free interest rate (3)
Expected life in years (4)
2021
2020
2019
— %
31 %
0.4 %
4.74
— %
23 %
1.5 %
4.68
— %
21 %
2.5 %
4.59
(1) The expected dividend yield assumption was based on both the Company’s historical and anticipated dividend payouts.
Historically, the Company has not paid cash dividends on its Common Stock.
(2) The determination of expected stock price volatility was based on both historical Common Stock prices and implied
volatility from publicly traded options in the Common Stock.
(3) The risk-free interest rate was based on the yield of a U.S. Treasury security with a maturity similar to the expected life of
the award.
(4) The expected life represents the Company’s estimate of the weighted average period of time the SARs are expected to be
outstanding (that is, the period between the service inception date and the expected exercise date).
Restricted Stock Units
Restricted stock units (“RSUs”) give the awardee the right to receive shares of Common Stock when the vesting conditions are
met and certain restrictions lapse. Each RSU that vests entitles the awardee to one share of Common Stock. RSU awardees do
not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions,
until the shares are released. The fair value of an RSU award is determined on the date of grant based on the closing price of the
Common Stock as reported on the New York Stock Exchange on that date. Service-based RSUs vest ratably over four years and
are expensed on a straight-line basis over the vesting period. Performance-based RSUs are subject to the satisfaction of both
performance and service conditions, vest ratably over four years and are expensed on an accelerated basis over the vesting
period.
The table below summarizes the changes in RSUs outstanding during the year ended December 31, 2021.
Outstanding at December 31, 2020
Granted (1)
Vested and released
Forfeited
Outstanding at December 31, 2021 (2) (3)
Per Share
Weighted
Average
Grant Date
Fair Value
Units of RSUs
(in millions)
1.2 $
0.5
(0.5)
(0.1)
1.1 $
136.09
188.02
127.77
153.68
160.04
(1) The 0.5 million of RSUs granted during 2021 consisted of 0.1 million of performance-based RSUs awarded to executives
and 0.4 million of service-based RSUs awarded to non-executive employees and non-management board members. The
performance-based awards include RSUs in final adjustments of 2020 grants and approximately 0.1 million of RSUs
representing the target amount of the grant for 2021 that is tied to an increase in Gartner’s total contract value for such
year. The number of performance-based RSUs for 2021 that holders could receive ranges from 0% to 200% of the target
amount based on the extent to which the corresponding performance goals have been achieved and subject to certain other
conditions. Any adjustments in the number of performance-based RSUs under the 2021 grant will be made in 2022.
(2) The Company expects that substantially all of the RSUs outstanding will vest in future periods.
(3) As of December 31, 2021, the weighted average remaining contractual term of the RSUs outstanding was approximately
1.1 years.
Common Stock Equivalents
Common stock equivalents (“CSEs”) are convertible into Common Stock. Each CSE entitles the holder to one share of
Common Stock. Members of the Company’s Board of Directors receive their directors’ fees in CSEs unless they opt to receive
up to 50% of those fees in cash. Generally, CSEs have no defined term and are converted into shares of Common Stock when
68
service as a director terminates unless the director has elected an accelerated release. The fair value of a CSE award is
determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange
on that date. CSEs vest immediately and, as a result, they are recorded as expense on the date of grant.
The table below summarizes the changes in CSEs outstanding during the year ended December 31, 2021.
Outstanding at December 31, 2020
Granted
Converted to shares of Common Stock upon grant
Outstanding at December 31, 2021
Employee Stock Purchase Plan
Per Share
Weighted Average
Grant Date
Fair Value
Units of CSEs
113,540 $
2,810
(2,032)
114,318 $
28.80
255.93
211.00
31.15
The Company has an employee stock purchase plan (the “ESP Plan”) wherein eligible employees are permitted to purchase
shares of Common Stock through payroll deductions, which may not exceed 10% of an employee’s compensation, or $23,750
in any calendar year, at a price equal to 95% of the closing price of the Common Stock as reported on the New York Stock
Exchange at the end of each offering period. As of December 31, 2021, the Company had 3.3 million shares available for
purchase under the ESP Plan. The ESP Plan is considered non-compensatory under FASB ASC Topic 718 and, as a result, the
Company does not record stock-based compensation expense for employee share purchases. The Company received $18.2
million, $18.1 million and $17.6 million in cash from employee share purchases under the ESP Plan during 2021, 2020 and
2019, respectively.
Note 11 — Computation of Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common
Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings.
Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be
anti-dilutive.
The table below sets forth the calculation of basic and diluted income per share for the years ended December 31 (in thousands,
except per share data).
2021
2020
2019
Numerator:
Net income used for calculating basic and diluted income per share
$
793,560 $
266,745 $
233,290
Denominator:
Weighted average common shares used in the calculation of basic income per
share
Dilutive effect of outstanding awards associated with stock-based compensation
plans
Shares used in the calculation of diluted income per share
Income per share (1):
Basic
Diluted
85,026
89,315
89,817
1,151
86,177
702
90,017
1,154
90,971
$
$
9.33 $
9.21 $
2.99 $
2.96 $
2.60
2.56
(1) Both basic and diluted income per share for 2021, 2020 and 2019 included a tax benefit of approximately $0.63, $0.31 and
$0.42 per share, respectively, related to intercompany sales of certain intellectual property (see Note 12 — Income Taxes).
The table below presents the number of outstanding awards associated with stock-based compensation plans that were not
included in the computations of diluted income per share in the above table because the effect would have been anti-dilutive.
During years with net income, the outstanding awards were anti-dilutive because their exercise prices were greater than the
average market price per share of Common Stock during such year.
69
Year Ended December 31,
2020
2021
2019
Anti-dilutive outstanding awards associated with stock-based compensation
plans (in millions) (1)
—
0.5
0.2
Average market price per share of Common Stock during the year
$
252.07 $
130.95 $
148.38
(1) The number of anti-dilutive common stock equivalents for 2021 was de minimis.
Note 12 — Income Taxes
Below is a summary of the components of the Company’s income before income taxes for the years ended December 31 (in
thousands).
U.S.
Non-U.S.
Income before income taxes
2021
2020
2019
$
$
485,472 $
111,880 $
484,398
969,870 $
214,253
326,133 $
115,543
160,196
275,739
The components of the expense (benefit) for income taxes on the above income are summarized in the table below (in
thousands).
Current tax expense:
U.S. federal
State and local
Foreign
Total current
Deferred tax (benefit) expense:
U.S. federal
State and local
Foreign
Total deferred
Total current and deferred
(Expense) benefit relating to interest rate swaps used to increase equity
Benefit from stock transactions with employees used to increase equity
Benefit relating to defined-benefit pension adjustments used to increase
equity
Total tax expense
2021
2020
2019
$
117,024 $
14,480 $
36,266
64,835
218,125
(4,640)
3,156
(33,389)
(34,873)
183,252
(7,281)
78
16,360
62,993
93,833
(7,206)
(13,121)
(22,673)
(43,000)
50,833
8,257
56
261
176,310 $
$
242
59,388 $
30,208
11,630
53,105
94,943
(16,389)
(6,897)
(48,186)
(71,472)
23,471
17,666
54
1,258
42,449
The components of long-term deferred tax assets (liabilities) are summarized in the table below (in thousands).
70
Accrued liabilities
Operating leases
Loss and credit carryforwards
Assets relating to equity compensation
Other assets
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Property, equipment and leasehold improvements
Intangible assets
Prepaid expenses
Other liabilities
Gross deferred tax liabilities
Net deferred tax liabilities
December 31,
2021
2020
$
90,384 $
60,226
31,662
15,863
12,195
210,330
(23,331)
186,999
(14,576)
(123,523)
(70,149)
(20,536)
(228,784)
81,302
51,450
23,852
14,981
16,290
187,875
(15,717)
172,158
(9,852)
(172,723)
(46,105)
(13,152)
(241,832)
$
(41,785) $
(69,674)
Net deferred tax assets and net deferred tax liabilities were $140.0 million and $181.8 million as of December 31, 2021,
respectively, and $103.6 million and $173.2 million as of December 31, 2020, respectively. These amounts are reported in
Other assets and Other liabilities in the Consolidated Balance Sheets. Management has concluded it is more likely than not that
the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the
deferred tax assets, net of the valuation allowance at December 31, 2021.
The valuation allowances of $23.3 million and $15.7 million as of December 31, 2021 and 2020, respectively, primarily related
to loss and credit carryovers that are not likely to be realized.
As of December 31, 2021, the Company had state and local tax net operating loss carryforwards of $12.6 million, of which $0.3
million expires within six to fifteen years and $12.3 million expires within sixteen to twenty years. The Company also had state
tax credits of $6.7 million, a majority of which will expire in five to six years. As of December 31, 2021, the Company had
non-U.S. net operating loss carryforwards of $5.7 million, of which $0.1 million expires over the next 20 years and $5.6 million
can be carried forward indefinitely. In addition, the Company also had foreign tax credit carryforwards of $15.2 million, all of
which will expire between 2028 and 2031. These amounts have been reduced for associated unrecognized tax benefits,
consistent with ASU No. 2013-11, “Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.”
The items comprising the differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate
on income before income taxes for the years ended December 31 are summarized in the table below.
71
Statutory tax rate
State income taxes, net of federal benefit
Effect of non-U.S. operations
Intercompany sale of intellectual property
Net activity in recognized tax benefits
Law changes
Stock-based compensation expense
Nondeductible meals and entertainment costs
Limitation on executive compensation
Global intangible low-taxed income, net of foreign tax credits
Foreign-derived intangible income
Other items, net
Effective tax rate
2021
2020
2019
21.0 %
2.8
21.0 %
1.7
(3.4)
(5.6)
1.3
1.3
(2.0)
—
1.7
1.7
(0.3)
(0.3)
18.2 %
(1.8)
(8.7)
6.4
1.8
(2.8)
0.3
1.3
1.4
(0.8)
(1.6)
18.2 %
21.0 %
1.5
2.7
(13.8)
4.7
—
(3.9)
1.7
2.4
1.9
(1.0)
(1.8)
15.4 %
The Company completed intercompany sales of certain intellectual property in 2021, 2020 and 2019. As a result, the Company
recorded net tax benefits of approximately $54.1 million, $28.3 million and $38.1 million during 2021, 2020 and 2019,
respectively. These benefits represent the value of future tax deductions for amortization of the assets in the acquiring
jurisdiction, net of any tax recognized in the selling jurisdiction. The Company’s intellectual property footprint continues to
evolve and may result in tax rate volatility in the future.
As of December 31, 2021 and 2020, the Company had gross unrecognized tax benefits of $150.0 million and $127.1 million,
respectively. The increase is primarily due to positions taken with respect to certain intercompany transactions. The gross
unrecognized tax benefits at December 31, 2021 related primarily to transfer pricing on intercompany transactions, calculations
of taxable earnings and profits and related foreign tax credits, the exclusion of stock-based compensation expense from the
Company’s cost sharing agreement, and the ability to realize certain refund claims. It is reasonably possible that gross
unrecognized tax benefits will decrease by approximately $30.0 million within the next twelve months due to the anticipated
closure of audits and the expiration of certain statutes of limitation.
Included in the balance of gross unrecognized tax benefits at December 31, 2021 are potential benefits of $141.5 million that, if
recognized, would reduce our effective tax rate on income from continuing operations. Also included in the balance of gross
unrecognized tax benefits at December 31, 2021 are potential benefits of $8.5 million that, if recognized, would result in
adjustments to other tax accounts, primarily deferred taxes.
The table below is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, excluding interest
and penalties, for the years ended December 31 (in thousands).
Beginning balance
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Reductions for expiration of statutes
Settlements
Change in foreign currency exchange rates
Ending balance
2021
2020
$
$
127,080 $
29,636
2,756
(4,592)
(3,240)
(147)
(1,469)
150,024 $
102,770
20,177
14,085
(2,301)
(8,191)
(390)
930
127,080
The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision. As of
December 31, 2021 and 2020, the Company had $14.3 million and $10.2 million, respectively, of accrued interest and penalties
related to gross unrecognized tax benefits. These amounts are in addition to the gross unrecognized tax benefits disclosed
above. The total amount of interest and penalties recognized in the income tax provision during 2021 and 2020 was $4.2 million
and $2.0 million, respectively.
72
The number of years with open statutes of limitation varies depending on the tax jurisdiction. The Company’s statutes are open
with respect to the U.S. federal jurisdiction for 2018 and forward, India for 2004 and forward, and Ireland for 2017 and
forward. For other major taxing jurisdictions, including U.S. states, the United Kingdom, Canada, Japan, and France, the
Company’s statutes vary and are open as far back as 2011.
Under U.S. GAAP, no provision for income taxes that may result from the remittance of earnings held overseas is required if
the Company has the ability and intent to indefinitely reinvest such funds overseas. The Company continues to assert its
intention to reinvest all accumulated undistributed foreign earnings in its non-U.S. operations, except in instances where the
repatriation of those earnings would result in minimal additional tax. Consequently, the Company has not recognized income
tax expense that would result from the remittance of those earnings. The accumulated undistributed earnings of non-U.S.
subsidiaries were approximately $120.1 million as of December 31, 2021. As a result of the U.S. Tax Cuts and Jobs Act of
2017, the income tax that would be payable if such earnings were not indefinitely invested is estimated to be minimal.
Note 13 — Derivatives and Hedging
The Company enters into a limited number of derivative contracts to mitigate the cash flow risk associated with changes in
interest rates on variable-rate debt and changes in foreign exchange rates on forecasted foreign currency transactions. The
Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all
derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value. The tables
below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands,
except for number of contracts).
December 31, 2021
Derivative Contract Type
Interest rate swaps (1)
Number of
Contracts
Notional
Amounts
4 $ 1,400,000 $
Foreign currency forwards (2)
Total
138
142 $ 1,933,506 $
533,506
Fair Value
Asset
(Liability),
Net (3)
Balance Sheet
Line Item
Other liabilities
(31,942)
(21,795) Accrued liabilities
(91) Accrued liabilities
(53,828)
$
Unrealized
Loss Recorded
in AOCI/L
$
(56,323)
—
(56,323)
December 31, 2020
Derivative Contract Type
Interest rate swaps (1)
Number of
Contracts
Notional
Amounts
4 $ 1,400,000 $
Fair Value
Asset
(Liability),
Net (3)
Balance Sheet
Line Item
Other liabilities
(74,289)
(34,886) Accrued liabilities
(1,514) Accrued liabilities
Unrealized
Loss Recorded
in AOCI/L
$
(78,104)
—
(78,104)
Foreign currency forwards (2)
Total
163
167 $ 1,830,063 $
430,063
(110,689)
$
(1) As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the
Company de-designated all of its interest rate swaps effective June 30, 2020. Accordingly, hedge accounting is not
applicable, and subsequent changes to fair value of the interest rate swaps are recorded in Other income (expense), net. The
amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms
of the hedged forecasted interest payments. Note 6 — Debt provides additional information regarding the Company’s
interest rate swap contracts.
(2) The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of
business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into
short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign
currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and
unrealized gains and losses recognized in Other income (expense), net because the Company does not designate these
contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at
December 31, 2021 matured before January 31, 2022.
73
(3) See Note 14 — Fair Value Disclosures for the determination of the fair values of these instruments.
At December 31, 2021, all of the Company’s derivative counterparties were investment grade financial institutions. The
Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts
contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the
Consolidated Statements of Operations for derivative contracts for the years ended December 31 (in thousands).
Amount Recorded In
Interest expense (income), net (1)
Other (income) expense, net (2)
Total expense (income), net
2021
2020
2019
$
$
29,061 $
(18,844)
10,217 $
24,880 $
22,300
47,180 $
(3,361)
2,488
(873)
(1) Consists of interest expense (income) from interest rate swap contracts.
(2) Consists of net realized and unrealized gains and losses on foreign currency forward contracts, gains and losses on de-
designated interest rate swaps. For the year ended December 31, 2020, Other (income) expense, net included $10.3 million
expense on interest rate swap contracts due to forecasted interest payments no longer being probable as a result of the
payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.
.
Note 14 — Fair Value Disclosures
The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued
liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial
instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also
include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying
amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those
borrowings reflect current market rates of interest for similar instruments with comparable maturities.
The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities
lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are
recorded gross in the Consolidated Balance Sheets.
FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the
transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the
lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels.
Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include
significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or
liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs.
Level 3 measurements include significant unobservable inputs such as internally-created valuation models. Generally, the
Company does not utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be
used by the Company when certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets
are measured at fair value on a nonrecurring basis when there are indicators of impairment. Additionally, Level 3 inputs may be
used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of
the Company’s goodwill is included in Note 1 — Business and Significant Accounting Policies. The Company does not
typically transfer assets or liabilities between different levels of the valuation hierarchy.
74
The table below presents the fair value of certain financial assets and liabilities that are recorded at fair value and measured on a
recurring basis in the Company’s Consolidated Balance Sheets (in thousands).
Description
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1)
Total Level 1 inputs
Values based on Level 2 inputs:
Deferred compensation plan assets (1)
Foreign currency forward contracts (2)
Total Level 2 inputs
Total Assets
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)
Foreign currency forward contracts (2)
Interest rate swap contracts (3)
Total Level 2 inputs
Total Liabilities
December 31,
2021
2020
$
$
$
7,428 $
7,428
96,627
1,122
97,749
105,177 $
110,861 $
1,213
53,737
165,811
$
165,811 $
2,589
2,589
85,932
885
86,817
89,406
94,538
2,399
109,175
206,112
206,112
(1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other
key employees (see Note 15 — Employee Benefits). The assets consist of investments in money market funds, mutual
funds and company-owned life insurance contracts. The money market funds consist of cash equivalents while the mutual
fund investments consist of publicly-traded and quoted equity shares. The Company considers the fair values of these
assets to be based on Level 1 inputs, and such assets had fair values of $7.4 million and $2.6 million as of December 31,
2021 and 2020, respectively. The carrying amounts of the life insurance contracts equal their cash surrender values. Cash
surrender value represents the estimated amount that the Company would receive upon termination of a contract, which
approximates fair value. The Company considers life insurance contracts to be valued based on Level 2 inputs, and such
assets had fair values of $96.6 million and $85.9 million at December 31, 2021 and 2020, respectively. The related deferred
compensation plan liabilities are recorded at fair value, or the estimated amount needed to settle the liability, which the
Company considers to be a Level 2 input.
(2) The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in
foreign currency exchange rates (see Note 13 — Derivatives and Hedging). Valuation of these contracts is based on
observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.
(3) The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings
(see Note 6 — Debt). The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-
party broker. Those valuations are based on observable interest rates from recently executed market transactions and other
observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the
reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.
The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are
not recorded at fair value in the Company’s Consolidated Balance Sheets (in thousands). The estimated fair value of the
financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers
to be a Level 2 input.
75
Description
2028 Notes
2029 Notes
2030 Notes
Total
Carrying Amount
December 31,
Fair Value
December 31,
2021
2020
2021
2020
$
791,833 $
790,783 $
836,632 $
846,296
593,139
791,491
—
790,690
608,346
816,208
—
843,800
$
2,176,463 $
1,581,473 $
2,261,186 $
1,690,096
Assets Measured at Fair Value on a Nonrecurring Basis
The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets assets are
measured at fair value on a nonrecurring basis when there are indicators of impairment. In the fourth quarter of the year ended
December 31, 2021, the Company recorded impairment charges of $49.5 million on right-of-use assets and other long-lived
assets primarily related to certain office leases that the Company determined will no longer be used, net of a reduction in the
related lease liabilities. The impairment was derived by comparing the fair value of the impacted assets to the carrying value of
those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs. See Note 7 —
Leases for additional discussion related to these impairment charges. There were no impairment charges recognized during the
years ended December 31, 2020 and 2019.
Additionally, see Note 2 — Acquisitions for fair value measurements of certain assets and liabilities acquired in business
combinations that are recorded at fair value on a nonrecurring basis.
Note 15 — Employee Benefits
Defined contribution plans. The Company has savings and investment plans (the “401(k) Plans”) covering substantially all
U.S. employees. Company contributions are based on the level of employee contributions, up to a maximum of 4% of an
employee’s eligible salary, subject to an annual maximum. For 2021, the maximum Company match was $7,200. Amounts
expensed in connection with the 401(k) Plans totaled $44.1 million, $43.9 million and $44.1 million in 2021, 2020 and 2019,
respectively.
Deferred compensation plans. The Company has supplemental deferred compensation plans for the benefit of certain highly
compensated officers, managers and other key employees. The plans’ investment assets are recorded at fair value in Other
assets on the Consolidated Balance Sheets. The value of those assets was $104.1 million and $88.5 million at December 31,
2021 and 2020, respectively (see Note 14 — Fair Value Disclosures for fair value information). The related deferred
compensation plan liabilities, which were $110.9 million and $94.5 million at December 31, 2021 and 2020, respectively, are
carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of
the amount owed to the employees. Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated
Balance Sheets. Compensation expense recognized for all of the Company’s deferred compensation plans was $1.3 million,
$1.9 million and $0.6 million in 2021, 2020 and 2019, respectively.
Defined benefit pension plans. The Company has defined benefit pension plans at several of its international locations.
Benefits earned and paid under those plans are generally based on years of service and level of employee compensation. The
Company’s vested benefit obligation is the actuarial present value of the vested benefits to which an employee is entitled based
on the employee’s expected date of separation or retirement. The Company’s defined benefit pension plans are accounted for in
accordance with FASB ASC Topics 715 and 960. The table below presents the components of the Company’s defined benefit
pension plan expense for the years ended December 31 (in thousands). The components of pension expense, other than service
cost, are recorded in Other income (expense), net in the Consolidated Statements of Operations.
Service cost
Interest cost
Expected return on plan assets
Recognition of actuarial loss
Recognition of loss due to settlements
Total defined benefit pension plan expense
2021
2020
2019
$
$
4,511 $
605
(350)
576
286
5,628 $
4,421 $
718
(493)
474
—
5,120 $
3,659
851
(517)
237
—
4,230
76
The table below presents the key assumptions used in the computation of pension expense for the years ended December 31.
Weighted average discount rate (1)
Expected return on plan assets
Average compensation increase
Cash balance interest credit rate
2021
2020
2019
0.94 %
1.19 %
2.58 %
0.80 %
1.28 %
2.04 %
2.58 %
1.20 %
1.81 %
2.54 %
2.58 %
1.90 %
(1) Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant
country with a duration consistent with the expected term of the underlying pension obligations.
The table below provides information regarding changes in the projected benefit obligation of the Company’s defined benefit
pension plans for the years ended December 31 (in thousands).
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gain) loss due to assumption changes and plan experience (1)
Benefits payments (2)
Plan amendments
Settlements
Foreign currency impact
2021
2020
2019
$
62,297 $
4,511
605
(2,230)
(1,198)
269
(1,606)
(4,675)
52,503 $
4,421
718
1,516
(1,438)
—
—
4,577
44,890
3,659
851
4,524
(830)
—
—
(591)
Projected benefit obligation at end of year (3)
$
57,973 $
62,297 $
52,503
The table below presents the key assumptions used in determining the projected benefit obligations at December 31.
Weighted average discount rate (4)
Average compensation increase
Cash balance interest credit rate
2021
2020
2019
1.24 %
2.57 %
1.20 %
0.94 %
2.58 %
0.80 %
1.28 %
2.58 %
1.20 %
(1) The actuarial (gain) losses were primarily due to changes in the weighted average discount rate assumption.
(2) The Company projects benefit payments will be made in future years directly to plan participants as follows: $1.6 million
in 2022; $1.7 million in 2023; $1.9 million in 2024; $2.1 million in 2025; $2.3 million in 2026; and $15.9 million in total in
the five years thereafter.
(3) Measured as of December 31.
(4) Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant
country with a duration consistent with the expected term of the underlying pension obligations.
The tables below provide information regarding the funded status of the Company’s defined benefit pension plans and the
related amounts recorded in the Consolidated Balance Sheets as of December 31 (in thousands).
77
Funded status of the plans
Projected benefit obligation
Pension plan assets at fair value (1)
Funded status – shortfall (2)
Accumulated benefit obligation
Amounts recorded in the Consolidated Balance Sheets for the plans
Other liabilities – accrued pension obligation (2)
Stockholders’ equity – deferred actuarial loss (3)
2021
2020
2019
57,973 $
(29,737)
62,297 $
(28,636)
52,503
(23,444)
28,236 $
33,661 $
29,059
54,701 $
58,963 $
49,485
28,236 $
33,661 $
(6,672) $
(9,309) $
29,059
(8,584)
$
$
$
$
$
(1) The pension plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high-quality
government and corporate bonds, and other investments. The assets are primarily valued based on Level 1 and Level 2
inputs under the fair value hierarchy in FASB ASC Topic 820, with the majority of the invested assets considered to be of
low-to-medium investment risk. The Company projects a future long-term rate of return on these plan assets of 1.58%,
which it believes is reasonable based on the composition of the assets and both current and projected market conditions.
Additional information regarding pension plan asset activity is provided below.
(2) Funded status – shortfall represents the amount of the projected benefit obligation that the Company has not funded with a
third-party trustee. These liabilities of the Company are recorded in Other liabilities on the Consolidated Balance Sheets.
The level of future contributions by the Company will vary and is dependent on a number of factors including investment
returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.
(3) The deferred actuarial loss as of December 31, 2021 is recorded in AOCI/L and will be reclassified out of AOCI/L and
recognized as pension expense over approximately 13 years, subject to certain limitations set forth in FASB ASC Topic
715. The amortization of deferred actuarial losses from AOCI/L to pension expense in each of the years ended
December 31, 2021, 2020 and 2019 was immaterial.
The table below provides a rollforward of the Company’s defined benefit pension plans assets for the years ended December 31
(in thousands).
2021
2020
2019
Pension plan assets at the beginning of the year
$
28,636 $
23,444 $
Company contributions
Benefit payments
Actual return on plan assets
Settlements
Foreign currency impact
Pension plan assets at the end of the year
4,865
3,924
(1,198)
(1,438)
1,066
(1,606)
(2,026)
29,737 $
684
—
2,022
28,636 $
$
19,460
4,405
(830)
714
—
(305)
23,444
The Company also has a reinsurance asset arrangement with a large international insurance company that is intended to fund
benefit payments for one of its plans. The reinsurance asset is not a pension plan asset but is an asset of the Company. At
December 31, 2021 and 2020, the reinsurance asset was recorded at its cash surrender value of $9.5 million and $10.0 million,
respectively, and recorded in Other assets on the Consolidated Balance Sheets. The Company believes that cash surrender value
approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value hierarchy in FASB ASC Topic 820.
Note 16 — Segment Information
The Company’s products and services are delivered through three segments – Research, Conferences and Consulting, as
described below.
•
Research equips executives and their teams from every function and across all industries with actionable, objective insight,
guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and
data-driven research to help our clients address their mission critical priorities.
78
•
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our
Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-
driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
• Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s
actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology
investments and stronger performance on our clients’ mission critical priorities.
The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution,
as presented in the table below, is defined as operating income or loss excluding certain Cost of services and product
development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, and
Acquisition and integration charges. Certain bonus and fringe benefit costs included in consolidated Cost of services and
product development are not allocated to segment expense. The accounting policies used by the reportable segments are the
same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate tangible
assets, including capital expenditures, by reportable segment. Accordingly, tangible assets are not reported by segment because
the information is not available by segment and is not reviewed in the evaluation of segment performance or in making
decisions regarding the allocation of resources.
The Company earns revenue from clients in many countries. Other than the United States, there is no individual country where
revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally, no single client
accounted for 10% or more of the Company’s consolidated revenues and the loss of a single client, in management’s opinion,
would not have a material adverse effect on revenues.
The tables below present information about the Company’s reportable segments for the years ended December 31 (in
thousands).
2021
Revenues
Gross contribution
Corporate and other expenses
Operating income
2020
Revenues
Gross contribution
Corporate and other expenses
Operating income
2019
Revenues
Gross contribution
Corporate and other expenses
Operating income
Research
Conferences
Consulting
Consolidated
$
4,101,392
$
214,449
$
418,121
$
3,036,925
133,748
158,843
4,733,962
3,329,516
(2,413,765)
$
915,751
$
3,602,892
$
120,140
$
376,371
$
2,597,852
57,302
115,744
$
3,374,548
2,351,720
$
476,869
241,757
$
393,904
118,450
$
$
$
4,099,403
2,770,898
(2,280,748)
490,150
4,245,321
2,711,927
(2,341,840)
370,087
The table below provides a reconciliation of total segment gross contribution to net income for the years ended December 31 (in
thousands).
79
Total segment gross contribution
Costs and expenses:
Cost of services and product development - unallocated (1)
Selling, general and administrative
Depreciation and amortization
Acquisition and integration charges
Operating income
Interest expense and other, net
Gain on event cancellation insurance claims
Loss from divested operations
Loss on extinguishment of debt
Less: Provision for income taxes
Net income
2021
2020
2019
$ 3,329,516 $ 2,770,898 $ 2,711,927
39,647
2,155,658
212,405
6,055
915,751
(98,191)
152,310
—
—
16,519
2,038,963
218,984
17,174
2,103,424
211,779
6,282
490,150
(119,203)
—
—
(44,814)
9,463
370,087
(92,273)
—
(2,075)
—
176,310
793,560 $
59,388
42,449
266,745 $ 233,290
$
(1) The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product
development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100%
of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate.
Disaggregated revenue information by reportable segment for the three years ended December 31, 2021 is presented in Note 9
— Revenue and Related Matters. Long-lived asset information by geographic location as of December 31 is summarized in the
table below (in thousands).
Long-lived assets (1):
United States and Canada
Europe, Middle East and Africa
Other International
Total long-lived assets
(1) Excludes goodwill and intangible assets for all dates.
Note 17 — Contingencies
2021
2020
$
706,854 $
298,083
125,572
820,973
265,782
153,609
$
1,130,509 $
1,240,364
Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. The
Company records a provision for pending litigation in its consolidated financial statements when it is determined that an
unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the
potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a
material effect on its financial position, cash flows or results of operations when resolved in a future period.
Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain
matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which
the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related
to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the
maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the
Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under
these agreements have not been material. As of December 31, 2021, the Company did not have any material payment
obligations under any such indemnification agreements.
Note 18 — Valuation and Qualifying Accounts
The Company maintains an allowance for bad debt. The table below summarizes the activity in the Company’s allowance for
losses for the years ended December 31 (in thousands).
80
2021
2020
2019
Note 19 — Subsequent Event
Balance at
Beginning
of Year
Additions
Charged to
Expense
Deductions
from the
Reserve
Balance at
End
of Year
$
$
$
10,000 $
8,000 $
2,800 $
16,000 $
(6,300) $
(14,000) $
7,700 $
14,000 $
(13,700) $
6,500
10,000
8,000
On February 3, 2022, the Company’s Board of Directors authorized incremental share repurchases of up to an additional $500.0
million of Gartner’s common stock. This authorization is in addition to the previously authorized repurchases of up to $2.8
billion, which as of the end of January 2022 had approximately $527.0 million remaining.
ITEM 16. FORM 10-K SUMMARY.
None.
81
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 23, 2022
POWER OF ATTORNEY
Gartner, Inc.
By:
/s/ Eugene A. Hall
Eugene A. Hall
Chief Executive Officer
Each person whose signature appears below appoints Eugene A. Hall and Craig W. Safian and each of them, acting
individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in all capacities, to sign all
amendments to this Report on Form 10-K, and to file the same, with appropriate exhibits and other related documents, with the
Securities and Exchange Commission. Each of the undersigned ratifies and confirms his or her signatures as they may be signed
by his or her attorney-in-fact to any amendments to this report. Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated:
Name
Title
/s/ Eugene A. Hall
Director and Chief Executive Officer
Eugene A. Hall
(Principal Executive Officer)
Date
February 23, 2022
/s/ Craig W. Safian
Executive Vice President and Chief Financial Officer
February 23, 2022
Craig W. Safian
(Principal Financial and Accounting Officer)
/s/ Peter E. Bisson
Director
Peter E. Bisson
/s/ Richard J. Bressler
Director
Richard J. Bressler
/s/ Raul E. Cesan
Raul E. Cesan
/s/ Karen E. Dykstra
Karen E. Dykstra
Director
Director
/s/ Diana S. Ferguson
Director
Diana S. Ferguson
/s/ Anne Sutherland Fuchs Director
Anne Sutherland Fuchs
/s/ William O. Grabe
William O. Grabe
/s/ Stephen G. Pagliuca
Stephen G. Pagliuca
Director
Director
/s/ Eileen M. Serra
Director
Eileen M. Serra
/s/ James C. Smith
Director
James C. Smith
82
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
February 23, 2022
Exhibit 31.1
CERTIFICATION
I, Eugene A. Hall, certify that:
(1)
(2)
(3)
(4)
I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
(5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ Eugene A. Hall
Eugene A. Hall
Chief Executive Officer
Date: February 23, 2022
Exhibit 31.2
CERTIFICATION
I, Craig W. Safian, certify that:
(1)
(2)
(3)
(4)
I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
(5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ Craig W. Safian
Craig W. Safian
Chief Financial Officer
Date: February 23, 2022
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Gartner, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eugene A. Hall, Chief Executive
Officer of the Company, and Craig W. Safian, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18
U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Eugene A. Hall
Name: Eugene A. Hall
Title: Chief Executive Officer
Date: February 23, 2022
/s/ Craig W. Safian
Name: Craig W. Safian
Title: Chief Financial Officer
Date: February 23, 2022
A signed original of this written statement has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
[THIS PAGE INTENTIONALLY LEFT BLANK]
Board of Directors
Peter Bisson
Former Director
McKinsey & Company
Richard J. Bressler
President, Chief Operating
Officer and Chief Financial Officer
iHeartMedia, Inc.
William O. Grabe
Advisory Director
General Atlantic LLC
Eugene A. Hall
Chief Executive Officer
Gartner, Inc.
Stephen G. Pagliuca
Managing Director
Bain Capital Private Equity, LP
Co-Chairman
Bain Capital, LP
Managing Partner
Boston Celtics
Eileen M. Serra
Former Senior Advisor
JPMorgan Chase & Co.
Former Chief Executive Officer
Chase Card Services
James C. Smith
Chairman of the Board
Gartner, Inc.
Retired Chairman and CEO
First Health Group Corp.
Raul E. Cesan
Founder and Managing Partner
Commercial Worldwide, LLC
Former President and COO
Schering-Plough Corporation
Karen E. Dykstra
Former Chief Financial and
Administrative Officer
AOL, Inc.
Former Chief Financial Officer
Automatic Data Processing, Inc.
Diana S. Ferguson
Founder and Principal of Scarlett
Investments, LLC
Former Chief Financial Officer
Cleveland Avenue, LLC
Anne Sutherland Fuchs
Consultant
Former Chair
Commission on Women’s Issues
for New York City
Gartner Headquarters
Corporate Headquarters
Gartner, Inc.
56 Top Gallant Road
Stamford, CT 06902 USA
+1 203 964 0096
Asia/Pacific Headquarters
Gartner Australasia Pty. Ltd.
Level 18
40 Mount Street
North Sydney NSW 2060
Australia
+61 2 9459 4600
Japan Headquarters
Gartner Japan Ltd.
Atago Green Hills MORI Tower 5F
2-5-1 Atago, Minato-ku
Tokyo 105-6205, Japan
+81 3 6430 1800
Europe Headquarters
Gartner U.K. Limited
Tamesis, The Glanty
Egham, Surrey TW20 9AH
United Kingdom
+44 1784 431611
Latin America Headquarters
Gartner do Brasil Servicos De Pesquisas LTDA
8th Floor, FL Corporate Building
Avenida Brigadeiro Faria Lima 4300
Itaim Bibi
São Paulo 04538-132
Brazil
+55 11 3043 7544
© 2022 Gartner, Inc. and/or its affiliates. All rights reserved. Legal_1656428