Diana S. Ferguson
Director at IT
Board
About Diana S. Ferguson
Diana S. Ferguson (age 62) has served as an independent director of Gartner, Inc. since 2021 and is currently a member of the Governance/Nominating Committee. She is Founder and Principal of Scarlett Investments, LLC (since 2013) and previously held multiple CFO roles, bringing deep financial, accounting, and reporting expertise to Gartner’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Avenue, LLC | Chief Financial Officer | 2015–2020 | Venture capital CFO experience; finance, controls, portfolio support |
| Chicago Board of Education | Chief Financial Officer | Not disclosed | Public-sector finance leadership |
| The Folgers Coffee Company | Senior Vice President & Chief Financial Officer | Not disclosed | Consumer products finance; operations oversight |
| Merisant Worldwide, Inc. | Executive Vice President & Chief Financial Officer | Not disclosed | Global sweetener manufacturer; accounting and reporting leadership |
| Scarlett Investments, LLC | Founder & Principal | 2013–present | Middle-market consumer products investing/advisory |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Mattel, Inc. | Director | Current | Public company board experience; not disclosed which committee |
| Sally Beauty Holdings, Inc. | Chair | Current | Board leadership; governance oversight |
| Frontier Communications Corporation | Director | Former | Prior public board service |
| TreeHouse Foods, Inc. | Director | Former | Prior public board service |
| Invacare Corporation | Director | Former | Prior public board service |
Board Governance
- Committee assignments: Member, Governance/Nominating Committee; she stepped down from the Audit Committee and was appointed to the Governance Committee on January 30, 2025 .
- Independence: The Board determined all non-management directors, including Ferguson, were independent under NYSE listing standards for 2024 .
- Attendance and engagement: The Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service periods. Executive sessions are held after Board and committee meetings, presided over by the Lead Independent Director or committee chairs. Committee meetings held in 2024: Audit (5), Compensation (7), Governance/Nominating (5) .
- Overboarding and time commitments: Gartner policy generally limits directors to four public boards including Gartner; Ferguson’s current public roles (Gartner, Mattel, Sally Beauty) remain within policy .
- Hedging/pledging: Gartner prohibits hedging and pledging; the beneficial ownership table notes, “none of these shares has been pledged” .
- Related-party exposure: The Audit Committee oversees related person transactions; since January 1, 2024, no related party transactions involving directors or their immediate families were identified .
Fixed Compensation
| Component | 2024 Amount / Policy Detail |
|---|---|
| Annual Director Retainer | $90,000; payable in fully vested common stock equivalents (CSEs), with option to elect up to 50% in cash; Lead Independent Director adds $50,000; non-executive Chair adds $150,000 |
| Committee Chair Fees | Governance Chair: $10,000; Audit/Compensation Chairs: $15,000; paid like retainer |
| Committee Member Fees | Governance: $7,500; Compensation: $10,000; Audit: $15,000; chairs receive both chair and member fees |
| 2024 Director Compensation – Ferguson | Fees Earned/Paid in Cash: $104,459; Stock Awards: $239,871; Total: $344,330 |
| Director Stock Ownership Guidelines | Required holdings equal to ≥5× Annual Director Retainer; achievement within 3 years; all directors were in compliance as of December 31, 2024 |
Performance Compensation
Directors receive time-based RSUs (no performance metrics); annual grant sized at $240,000 on Annual Meeting date and vests after one year, with optional deferral under LTIP .
| Equity Grant Detail (2024) | Value / Terms |
|---|---|
| Annual Equity Grant (RSUs) | $240,000; number of RSUs determined by closing price on grant date |
| 2024 Grant Specifics | 555 RSUs; calculated by $240,000 ÷ $432.20 closing price on June 6, 2024; vests on June 6, 2025 subject to continued service |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public boards | Mattel (director), Sally Beauty (Chair), Gartner (director) |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy |
| Related-party transactions | None since Jan 1, 2024 involving directors or immediate family members |
Expertise & Qualifications
- Ferguson brings extensive financial, accounting, and reporting expertise from multiple CFO roles; plus public board experience and corporate strategy perspective .
- Gartner’s skills matrix indicates Board coverage across accounting/finance, executive compensation, risk management, and operations; Ferguson is profiled with relevant finance and governance skills within this matrix framework .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 2,167 | Less than 1% of outstanding shares |
| Shares outstanding (reference) | 77,059,204 | As of April 4, 2025 (for percent calc) |
| Ownership % of outstanding | ~0.0028% | 2,167 ÷ 77,059,204 (derived from ) |
| RSUs releasing upon termination (director) | 893 | Director RSUs release upon termination of service |
| CSEs (fully vested equivalents) | 81 | Convert into common stock upon termination unless accelerated per LTIP |
| Pledged shares | None | Company states to its knowledge none are pledged |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits hedging and pledging |
| Guideline compliance | In compliance | All directors compliant as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; robust attendance; deep CFO experience aligns with Audit/Governance oversight; strong anti-hedging/anti-pledging posture; director pay structure emphasizes equity via RSUs and CSEs, supporting ownership alignment; stringent ownership guidelines (≥5× retainer) with full compliance .
- Committee fit and engagement: Placement on Governance/Nominating aligns with her finance and governance background; Board maintains majority voting standard, executive sessions, and annual self-evaluations, reinforcing effective oversight .
- Potential risks: External board workload (Gartner, Mattel, Sally Beauty Chair) warrants monitoring but remains within overboarding limits; no related-party transactions reported and no share pledging, mitigating conflict and alignment risks .
- Shareholder sentiment: Gartner’s 2024 Say-on-Pay received 92% approval, indicating broad investor support for compensation governance, though focused on NEOs rather than directors .