Karen E. Dykstra
Lead Independent Director at IT
Board
About Karen E. Dykstra
Karen E. Dykstra (age 66) is Lead Independent Director at Gartner, Inc. (ticker: IT), appointed July 1, 2024; she has served on Gartner’s Board since 2023 (previously 2007–June 2023, rejoining in December 2023). She is a seasoned finance executive and board director, with prior CFO roles at VMware and AOL and a long tenure at ADP culminating as CFO, bringing deep operational, financial, risk oversight and governance expertise to Gartner’s Board .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VMware, Inc. | Chief Financial Officer | Jun 2023–Nov 2023 | Resigned following Broadcom’s acquisition closing . |
| AOL, Inc. | Chief Financial Officer | Sep 2012–Nov 2013 | Senior finance leadership at an online services provider . |
| AOL, Inc. | Chief Financial & Administrative Officer | Nov 2013–Jul 2015 | Oversaw finance and administration . |
| Plainfield Asset Management LLC | Partner | Jan 2007–Dec 2010 | Investment firm partner . |
| Plainfield Direct LLC (BDC) | COO & CFO; Director | May 2006–2010; Director 2007–2010 | Operating and finance leadership at BDC affiliate . |
| Automatic Data Processing, Inc. (ADP) | Chief Financial Officer; prior VP Finance, Controller | CFO Jan 2003–May 2006; earlier roles prior to 2003 | 25+ years at ADP culminating as CFO . |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Arm Holding plc | Director | Not disclosed | Current public company directorship . |
| Atlassian Corporation | Director | Not disclosed | Current public company directorship . |
| VMware, Inc. | Former Director | Not disclosed | Former public company board role . |
| Crane Co. | Former Director | Not disclosed | Former public company board role . |
| AOL, Inc. | Former Director | Not disclosed | Former public company board role . |
| Boston Properties, Inc. | Former Director | Not disclosed | Former public company board role . |
Board Governance
- Lead Independent Director since July 1, 2024, with enhanced responsibilities: direct stockholder contact; agenda-setting with Chair/CEO and committee chairs; presiding over independent directors’ executive sessions; annual CEO feedback and employment agreement negotiation designee; ability to call special meetings; chairs sessions in Chair’s absence .
- Current committee assignment: Governance/Nominating Committee; stepped down from Audit Committee when appointed Lead Independent Director (July 1, 2024) .
- Independence: Board determined all non-management directors, including Dykstra, were independent under NYSE standards for 2024; all standing committees are fully independent .
- Attendance and engagement: Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings, with Dykstra presiding over Board executive sessions as Lead Independent Director .
- Overboarding policy: Directors should serve on no more than four public boards (including Gartner); policy reinforced in Board Principles and Practices .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Director Retainer | $90,000 | Paid in CSEs unless up to 50% elected in cash . |
| Lead Independent Director Retainer | $50,000 | Added in June 2024 due to combined Chair/CEO structure . |
| Committee Member Fees | $7,500 Governance; $10,000 Compensation; $15,000 Audit | Chairs receive both chair and member fees . |
| Committee Chair Fees | $10,000 Governance; $15,000 Audit and Compensation | Paid same method as director retainer . |
| Annual Equity Grant | $240,000 RSUs | Granted on Annual Meeting date; one-year vest; director may defer release per LTIP . |
| 2024 Director Compensation (Dykstra) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 126,167 |
| Stock Awards (RSUs grant-date value) | 239,871 |
| All Other Compensation | — |
| Total | 366,038 |
Performance Compensation
- Structure: Annual RSUs ($240,000 value) with one-year time-based vesting; directors do not receive performance-based equity (no PSUs) .
- 2024 grant specifics: 555 RSUs granted on June 6, 2024 (at $432.20), vesting June 6, 2025, subject to continued service; grant-date value $239,871 .
| Equity Award Detail (Dykstra, 2024) | Grant Date | RSUs (#) | Grant-Date Price ($) | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU | Jun 6, 2024 | 555 | 432.20 | 239,871 | One year (to Jun 6, 2025) |
Other Directorships & Interlocks
- Current public boards: Arm Holding plc; Atlassian Corporation .
- Related-party/transactions: Audit Committee oversees RPT Policy; Company reports no related party transactions since Jan 1, 2024 involving directors, executives, or >5% holders .
- Pledging/hedging: Insider Trading Policy prohibits hedging and pledging by directors/officers . Beneficial ownership disclosures state, to the Company’s knowledge, none of the listed shares are pledged .
Expertise & Qualifications
- Finance leadership: Former CFO at ADP, AOL, VMware; deep accounting/finance and capital markets experience .
- Technology and operations: Experience across technology businesses (ADP, AOL, VMware; current boards Arm and Atlassian) and operational leadership roles .
- Governance/Board leadership: Prior and current public company directorships; Lead Independent Director role with robust oversight duties .
Equity Ownership
| Beneficial Ownership (as of Apr 4, 2025) | Shares | Percent of Outstanding |
|---|---|---|
| Karen E. Dykstra | 18,325 | <1% |
| Director Equity Holdings (as of Dec 31, 2024) | Vested RSUs (#) | CSEs (#) |
|---|---|---|
| Karen E. Dykstra | 893 | 148 |
- Additional CSEs as of Apr 4, 2025: 193 CSEs that release upon termination of director service .
- Stock ownership guidelines: Directors must hold company stock equal to ≥5× annual director retainer; all directors were in compliance as of Dec 31, 2024 .
- Prohibition on hedging/pledging: Enforced via Insider Trading Policy; no pledging disclosed in beneficial ownership table .
Governance Assessment
-
Strengths:
- Lead Independent Director with expanded duties following combination of Chair/CEO roles, enhancing independent oversight and stockholder access .
- Independence affirmed; fully independent committees; majority voting standard; executive sessions after meetings .
- Attendance: all directors met ≥75% threshold in 2024; regular executive sessions presided by Dykstra .
- Director pay program mainstream with measured retainer/equity; added $50,000 Lead Independent retainer signals Board prioritizing independent leadership under current structure .
- Ownership alignment: guideline at 5× retainer; compliance confirmed; hedging/pledging prohibited .
-
Potential watch items:
- External board service: Policy limit is four public boards including Gartner; Dykstra currently appears within limits (Gartner + Arm + Atlassian), but monitor future additions for overboarding risk .
- Ordinary-course dealings: Gartner’s global reach includes transactions with entities affiliated with directors; Board assessed such relationships did not impair independence; continue monitoring disclosure consistency .
-
Investor confidence signals:
- 2024 Say-on-Pay support at 92% (for executives) reflects broad investor alignment on pay practices; director compensation reviewed annually with independent consultant .
- No related-party transactions reported for period; Section 16 filings largely timely (late Form 4 only for other individuals, not Dykstra) .
RED FLAGS: None disclosed specific to Dykstra—no related-party transactions, no pledging/hedging, attendance above threshold, and compliance with ownership guidelines .