Eugene A. Hall
GARTNERAbout Eugene A. Hall
Gartner’s Chairman and CEO since July 2024 and August 2004, respectively; age 68; sole management director on the board . Prior roles include senior executive at ADP (joined 1998; most recently President, Employer Services Major Accounts Division) and 16 years at McKinsey & Company (most recently Director) . Under Hall, Gartner emphasizes Contract Value (CV) as the primary performance metric; CV grew 7.8% in 2024 and PSUs tied to CV paid at 120.8% of target . Five-year Pay vs Performance shows strong TSR outperformance: a $100 investment grew to $314 vs $159 for the peer index by 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Automatic Data Processing (ADP) | Senior executive; most recently President, Employer Services Major Accounts Division | Joined 1998; served until appointment as Gartner CEO in Aug 2004 | Large-scale operations and client services leadership; public-company operating experience |
| McKinsey & Company | Director (partner) | 16 years; ended 1998 | Strategy and performance improvement for technology clients; leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Board Governance
- Service history: Director since 2004; Chairman since July 1, 2024; no committee memberships (sole management director) .
- Dual-role implications: Board combined CEO/Chair roles in July 2024; governance mitigants include Lead Independent Director (Karen Dykstra) with expanded, clearly defined responsibilities (agenda setting, executive sessions, CEO feedback, negotiation of CEO employment agreement renewals, ability to call special meetings) .
- Independence and structure: 10 of 11 directors independent; all three standing committees (Audit, Compensation, Governance/Nominating) are fully independent .
- Executive sessions and attendance: Executive sessions follow Board and committee meetings; all directors attended at least 75% of meetings in 2024 .
- Director compensation: Employee-directors (including Hall) receive no additional director fees .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 956,490 | 963,506 | No 2024 increase; effective Apr 1, 2024 schedule noted |
| Target Bonus (% of Salary) | — | 125% | Company-wide bonus plan; capped at 200% of target |
| Target Bonus ($) | — | 1,204,383 | Based on 2024 salary |
| Actual Bonus Paid ($) | 1,914,969 | 1,958,326 | Paid Feb 2025; reflects 162.6% achievement |
| Stock Awards – PSUs (Grant-date fair value, $) | 9,287,552 | 10,691,947 | 100% performance-based |
| Option Awards – SARs (Grant-date fair value, $) | 3,980,328 | 4,582,339 | Stock-settled SARs |
| All Other Compensation ($) | 160,149 | 156,175 | Includes $16,439 car allowance; small Winner’s Circle tax gross-up ($1,925) |
Performance Compensation
- Annual bonus plan (cash): 50% EBITDA (FX-neutral), 50% Revenue (FX-neutral). 2024 results: EBITDA $1,586m (196.7% payout) and Revenue $6,331m (128.5% payout); overall payout 162.6% of target (paid Feb 2025) .
- Long-term incentives: 70% PSUs (one-year performance period on CV; 25% annual time-vesting over 4 years after certification), 30% stock-settled SARs (7-year term; 25% annual vesting) .
Table – 2024 Incentive Metrics and Payouts
| Plan | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | EBITDA (FX-neutral) | 50% | $1,497m | $1,586m | 196.7% | Cash paid Feb 2025 |
| Annual Bonus | Revenue (FX-neutral) | 50% | $6,274m | $6,331m | 128.5% | Cash paid Feb 2025 |
| PSUs (2024 grant) | Contract Value (CV) | 100% | $5,222m | $5,262m | 120.8% of target shares earned | 25% per year after grant anniversary |
Table – 2024 Equity Grants (awarded Feb 8, 2024)
| Award | Target/Earned | Quantity | Exercise/Grant Price |
|---|---|---|---|
| PSUs | Target (100%) | 23,438 | N/A |
| PSUs | Earned (120.8%) | 28,313 | N/A |
| SARs | Granted | 27,291 | $456.18 |
Program features and policies:
- 94% of CEO target total compensation is incentive-based; 87% equity mix; 4-year vesting on earned equity .
- Clawback covers executive cash bonuses and PSUs for 3 prior fiscal years upon an accounting restatement, per SEC/NYSE Rule 10D-1 .
- No single-trigger vesting on change in control; no hedging or pledging permitted; no excise tax gross-ups on severance/CIC .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,238,647 shares (1.6% of outstanding) as of April 4, 2025; includes 68,404 vested and exercisable SARs; no pledged shares known to the company |
| Stock ownership guidelines | CEO must hold ≥6x base salary; all NEOs were in compliance at 12/31/24; calculation includes direct shares, RSUs, earned PSUs (excludes options/SARs, unearned PSUs) |
| Hedging/pledging | Prohibited for directors and executive officers |
| Vesting cadence | PSUs/SARs vest 25% annually over 4 years; PSU performance measured over one-year CV period |
| 2024 equity activity | Exercised 138,754 SARs (value realized $48.6m) and 48,862 stock awards vested (value $22.16m). SARs are stock-settled; shares are withheld for exercise price/taxes, reducing gross issuance |
Outstanding equity at 12/31/24 (selected):
- Unexercisable SARs: 16,496 @ $180.64 (exp. 2/10/2028); 19,614 @ $302.90 (2/9/2029); 23,493 @ $351.03 (2/9/2030); 27,291 @ $456.18 (2/8/2031) .
- Unvested stock awards: 20,938; 18,390; 22,601; and 28,313 shares tied to PSU certifications; 2024 PSUs reflect 120.8% of target .
Employment Terms
- Contract term: Second Amended and Restated CEO Employment Agreement (Feb 14, 2019), amended July 1, 2024; term through Dec 31, 2031 with automatic one-year renewals starting Jan 1, 2032 unless notice of non-renewal ≥60 days prior .
- Compensation mechanics (per agreement): Base salary subject to annual review; Target bonus initially 105% of base; “Annual LTI Award” value at least $9,874,375 minus base + target bonus, split between RSUs and SARs and subject to performance; car allowance; eligibility for standard benefits; nomination to Board .
- Severance (no change in control): 36 months of base salary; 300% of average actual bonus for prior 3 years (lump sum); continued vesting of outstanding equity for 36 months (subject to performance); COBRA reimbursement up to 36 months; subject to release and 36-month non-compete/non-solicit .
- Change-in-control (double trigger within 24 months): 3x base salary and 3x target bonus (paid 6 months post-termination); acceleration of unvested equity (PSUs at actual if performance complete, else at target); COBRA reimbursement up to 36 months; no excise tax gross-up (cutback election available) .
- Quantified payouts (12/31/24): Double-trigger CIC totals $64.73m (severance $8.53m; equity acceleration $56.20m). Involuntary termination (non-CIC) totals $67.53m (severance $11.33m; continued equity vesting $56.20m). Death/disability and retirement equity value $56.20m each .
Performance & Track Record
- Pay vs Performance (value of initial $100 investment; 12/31 measurement):
- Company TSR: 2020 $104; 2021 $217; 2022 $218; 2023 $293; 2024 $314 .
- Peer Group TSR (S&P 500 IT Services Index): 2020 $123; 2021 $129; 2022 $105; 2023 $141; 2024 $159 .
- Business performance and capital returns: 2024 narrative highlights strong performance across Research (CV +8% FX-neutral), Conferences (revenue +15% FX-neutral), Consulting (+9% FX-neutral), and $735m returned via buybacks .
Revenues and EBITDA (FY, $USD):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 4,099,403,000* | 4,733,962,000* | 5,475,846,000* | 5,906,956,000* | 6,267,411,000* |
| EBITDA ($) | 685,817,000* | 1,148,031,000* | 1,314,486,000* | 1,274,168,000* | 1,308,815,000* |
| Values retrieved from S&P Global. |
Say‑on‑Pay, Peer Group, and Compensation Oversight
- 2024 Say‑on‑Pay approval: 92% of votes cast, with no resulting structural changes to program .
- Peer group (17 companies, e.g., Adobe, Aon, Autodesk, Cadence, Intuit, Moody’s, ServiceNow, Synopsys, Verisk, Workday; Splunk and VMware removed post-acquisitions) . The committee reviews 25th/50th/75th percentile market data but does not target a specific percentile; uses independent consultant Exequity (independence assessed and confirmed) .
Risk Indicators & Red Flags
- Shareholder‑friendly features: no single‑trigger CIC vesting; hedging and pledging prohibited; standard clawback; no excise tax gross‑ups; four‑year vesting promotes retention and alignment .
- Potential concerns: combined CEO/Chair role (mitigated by empowered Lead Independent Director and independent committees) .
- Vesting/selling pressure: material SAR exercises and stock vesting in 2024 create potential periodic supply; however, SARs are stock‑settled with share withholding for exercise price/taxes, reducing net issuance and not necessarily implying open‑market sales .
Additional Data Points
- Deferred compensation (2024): Executive contribution $115,139; company match $107,939; earnings $146,740; withdrawals $(235,408); year‑end balance $845,741 .
- Pay ratio (2024): CEO $18,352,293 vs median employee $123,618; ratio 148:1 .
Investment Implications
- Strong pay‑for‑performance: Bonus metrics fully tied to company EBITDA/Revenue; PSUs tied 100% to CV with rigorous targets; 2024 payouts of 162.6% (bonus) and 120.8% (PSUs) reflect outperformance and drive alignment, a positive for execution and retention .
- Alignment and skin‑in‑the‑game: 1.6% beneficial ownership, 6× salary ownership guideline (in compliance), and prohibition on hedging/pledging support shareholder alignment; continued vesting on retirement for a retirement‑eligible CEO reduces forced‑sale risk but may modestly lower retention friction .
- Governance trade‑off: CEO/Chair consolidation may concentrate power, but a robust Lead Independent Director mandate, fully independent committees, and strong say‑on‑pay support (92%) mitigate oversight risk .
- Trading signals: February grant/vesting cadence and historical SAR exercises/stock releases can create seasonal liquidity events; note SARs are stock‑settled with share withholding, which tempers net issuance vs gross exercises .
- Downside protections and CIC economics: Double‑trigger CIC with 3× base and 3× target bonus plus equity acceleration; no single‑trigger; no excise gross‑up. Payout scale ($64.7m at 12/31/24) is meaningful in a sale scenario—watch for transaction headlines as a potential catalyst .