José M. Gutiérrez
Director at IT
Board
About José M. Gutiérrez
Independent director of Gartner, Inc. since 2023; age 63. Former AT&T senior executive with 25-year tenure, having served as President/CEO of multiple AT&T business units ($5B–$25B revenue). Currently serves on Gartner’s Audit Committee and has been designated an “audit committee financial expert.” Also a director at Denny’s Corp. and Adient plc; previously director at Dr Pepper Snapple Group and involved in its merger with Keurig (JAB) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior executive; President/CEO of five business units (revenues $5B–$25B) | ~25 years; retired 2016 | Corporate strategy, customer-focused operations leadership |
| Dr Pepper Snapple Group | Director (former) | Not disclosed | Participated in merger with JAB’s Keurig, creating ~$11B beverage company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denny’s Corp. | Director (current) | Not disclosed | Not disclosed |
| Adient plc | Director (current) | Not disclosed | Not disclosed |
| University of Missouri (various boards) | Board member | Not disclosed | Not disclosed |
| Thompson Foundation for Autism | Vice-Chairman | Not disclosed | Philanthropic governance role |
Board Governance
- Independence status: Board determined Mr. Gutiérrez and all non-management directors were independent under NYSE standards; Audit Committee members (including Mr. Gutiérrez) are independent under Exchange Act Section 10A-3 .
- Committee assignments: Audit Committee member (Audit Committee met 5 times in 2024) .
- Financial expertise: Board determined Mr. Gutiérrez qualifies as an audit committee financial expert .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings during their service periods .
- Executive sessions: Non-management directors hold executive sessions after Board and committee meetings .
- Skill matrix highlights (ascribed to Mr. Gutiérrez): Technology; Public Company Boards; International; Leadership; Corporate Governance; Accounting/Finance; Capital Markets; Executive Compensation; Strategic Planning/M&A; Operations; Risk Management; Cybersecurity .
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual director retainer: $90,000 (paid in common stock equivalents “CSEs” unless director elects up to 50% in cash) .
- Committee member fees: Audit $15,000; Compensation $10,000; Governance $7,500; committee chairs receive additional chair fees (Audit and Compensation $15,000; Governance $10,000) .
- Annual equity grant: $240,000 in RSUs awarded on Annual Meeting date; for 2024 this equated to 555 RSUs at $432.20 (vest after one year) .
2024 compensation for Mr. Gutiérrez:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $103,595 |
| Stock Awards (RSUs grant-date fair value) | $239,871 |
| All Other Compensation | $— |
| Total | $343,466 |
Notes:
- Retainers are primarily delivered as CSEs; RSUs vest one year after grant (June 6, 2025 for the 2024 grant), subject to continued service .
Performance Compensation
Director equity is time-based; no performance metrics apply to director RSUs.
| Item | Details |
|---|---|
| Annual Director RSUs | $240,000 value; time-based vesting after one year; no performance conditions |
| Bonus/Options | Not applicable to non-employee directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Denny’s Corp. | Director | None disclosed; no related-party transactions since Jan 1, 2024 |
| Adient plc | Director | None disclosed; no related-party transactions since Jan 1, 2024 |
| Dr Pepper Snapple Group (former) | Director | Former; no current related-party transactions disclosed |
Policy and 2024 outcome:
- Related-party transaction policy requires Audit Committee review/approval; none identified since Jan 1, 2024 .
Expertise & Qualifications
- Audit committee financial expert, with significant financial/accounting experience; senior P&L leadership at scale .
- Skill matrix flags: technology, governance, risk management, capital markets, executive compensation, operations, cybersecurity, and international experience .
- Public company board experience across diverse industries (technology, automotive seating, restaurants; prior beverages) .
Equity Ownership
As of April 4, 2025 (beneficial ownership table basis: 77,059,204 shares outstanding):
| Item | Amount |
|---|---|
| Shares beneficially owned | 1,076 shares; less than 1% of outstanding |
| Director CSEs (deferred units) | 226 CSEs (release upon termination of service) |
| Pledged shares | None to the Company’s knowledge |
| Hedging/pledging policy | Prohibited for directors and officers |
| Ownership guideline | 5x annual director retainer within 3 years; all directors in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths for investor confidence:
- Independence and financial expertise: Independent Audit Committee member and SEC-defined audit committee financial expert; enhances oversight of financial reporting, controls, and cyber risk .
- Engagement: ≥75% meeting attendance in 2024 across Board/committees; Audit met 5x, indicating regular oversight cadence .
- Alignment: Director pay tilted to equity (annual $240k RSUs) and CSE-based retainers; robust 5x retainer ownership guideline; hedging/pledging prohibited .
- Conflicts: No related-party transactions disclosed since Jan 1, 2024; beneficial ownership table indicates no pledging .
- Board discipline: Majority voting, independent committees, executive sessions, overboarding policy; use of independent compensation consultant for director pay .
- Broader shareholder context: Say-on-Pay support was 92% in 2024, signaling generally positive investor sentiment toward compensation governance .
- Watch items:
- Overboarding: Company policy caps at 4 public boards; Mr. Gutiérrez currently serves on two public boards (plus Gartner), which is within policy; continue to monitor time commitments given Audit duties and external boards .