Peter E. Bisson
Director at IT
Board
About Peter E. Bisson
Independent director of Gartner, Inc. since 2016; age 67. Retired Director at McKinsey & Company, where he led the High Tech Practice and held leadership roles including chair of the knowledge committee and member of the shareholders committee. Currently serves on Gartner’s Audit Committee; previously served on the Governance/Nominating Committee before moving to Audit on January 30, 2025. Also a director of Automatic Data Processing, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director; Global Leader, High Tech Practice; Chair of knowledge committee; Member, shareholders committee; Leader of strategy and telecom practices | >30 years; retired 2016 | Advising multinational technology companies on strategy, M&A, performance improvement, marketing and technology development |
External Roles
| Company | Role | Tenure | Committee roles |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Member, Audit Committee (moved from Governance/Nominating on Jan 30, 2025). Not designated the Audit Committee Chair or “financial expert.” Audit financial experts are Richard J. Bressler and José M. Gutiérrez.
- Independence: Board determined all non‑management directors in 2024, including Bisson, are independent under NYSE standards; Audit Committee members (including Bisson) are independent under Exchange Act Section 10A‑3.
- Attendance: The Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service.
- Board skills matrix: Bisson’s skills include Technology, Industry experience, Public company boards, International, Leadership, Corporate governance, Accounting/Finance, Capital markets, Executive compensation, Strategic planning/M&A, Operations, Risk management, Cybersecurity.
- Meetings held in 2024 by committee: Audit (5), Compensation (7), Governance/Nominating (5).
- Policies supporting governance quality: Majority voting for directors; proxy access; independent Lead Independent Director; prohibition on hedging and pledging for directors; overboarding policy (max 4 public boards).
Fixed Compensation
| Component | Program Terms (Directors) | Peter E. Bisson – 2024 |
|---|---|---|
| Annual Director Retainer | $90,000 per director; Lead Independent Director additional $50,000 (effective June 2024); non‑executive Chair additional $150,000. Paid in CSEs, with up to 50% elective cash. | Fees earned/paid in cash and/or CSEs: $97,347 |
| Committee Chair Fees | Governance Chair $10,000; Audit and Compensation Chairs $15,000; paid as CSEs unless elected cash. | Not chair; n/a |
| Committee Member Fees | Governance $7,500; Compensation $10,000; Audit $15,000; paid as CSEs unless elected cash. | Member, Audit Committee in 2025; 2024 service reflected in fees above |
| Other | Meeting expenses reimbursed; Charity Match up to $20,000/year per director. | No “All-Other” comp in 2024 |
Director Compensation Table (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Peter E. Bisson | 97,347 | 239,871 | — | 337,218 |
Performance Compensation
| Equity Award | Grant Date | Grant Value / Shares | Vesting & Terms |
|---|---|---|---|
| Annual RSU grant | 2024 Annual Meeting (June 6, 2024) | $240,000; 555 RSUs (based on $432.20 closing price) | RSUs vest one year after grant (June 6, 2025), subject to continued service; optional deferral per LTIP |
- No performance metrics are tied to director equity grants; awards are time‑based (distinct from executive PSUs which are performance‑based).
Other Directorships & Interlocks
| External Board | Potential Interlock/Exposure | Notes |
|---|---|---|
| ADP (Automatic Data Processing, Inc.) | Gartner sells research/consulting broadly; Audit Committee oversees related‑party transactions. No related‑party transactions since Jan 1, 2024 requiring disclosure. | Company policy requires Audit Committee review and prohibits conflicted transactions inconsistent with stockholder interests. |
Expertise & Qualifications
- Technology and strategy expertise built over >30 years at McKinsey; deep knowledge of technology‑based products and services industries.
- Public company board experience (ADP); governance and capital markets familiarity reflected in Board’s skills matrix.
- Adds operational and long‑term strategy insight to the Audit Committee and Board.
Equity Ownership
| As of April 4, 2025 | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Common shares | — | — | Table excludes CSEs and RSUs that do not release within 60 days; none of these shares are pledged. |
| Deferred CSEs (release upon termination) | 3,406 | n/a | CSEs are fully vested equivalents released upon end of board service. |
| Deferred RSUs (release upon termination) | 9,431 | n/a | RSUs vested from prior grants; release upon end of service. |
| Ownership guidelines | Directors must hold ≥5x annual retainer; compliance required within 3 years; all directors were compliant as of Dec 31, 2024. | n/a | Deferred/unvested equity may count toward guidelines. |
| Hedging/pledging | Prohibited for directors; none of listed shares are pledged. | n/a | Policy filed with 2024 Form 10‑K (Insider Trading Policy). |
Insider Trades
| Date (Filing) | Transaction | Shares | Price | Post‑Trade Direct Holdings |
|---|---|---|---|---|
| Nov 15, 2024 (filed Nov 19, 2024) | Sale | 1,743 | $528.61 | 0 direct shares |
| Oct 3, 2024 | Form 4 filed (10b5‑1 plan indicated) | Not disclosed | — | — |
| Jan 6, 2025 | Form 4 filed (10b5‑1 plan indicated) | Not disclosed | — | — |
| Jun 2, 2025 | Form 4 filed | Not disclosed | — | — |
- Section 16(a) compliance: Company reports all officers and directors filed timely in 2024–2025 except two filings for other executives; no late filings cited for Bisson.
Governance Assessment
- Strengths: Independent director; active Audit Committee member; Board majority voting and proxy access; robust insider trading policy forbidding hedging/pledging; overboarding limits; annual self‑evaluations and executive sessions; director ownership guidelines with confirmed compliance. These support investor confidence and board effectiveness.
- Compensation alignment: Director pay follows mainstream structure (cash/CSE retainer, committee fees, annual time‑vested RSUs); independent consultant reviews; Lead Independent Director retainer added in 2024 to strengthen oversight.
- Ownership alignment: While beneficial ownership table shows no direct common shares for Bisson, he holds material vested RSUs and CSEs deferred until end of service, and complies with stringent ownership guidelines; no pledging allowed.
- Conflicts/Related parties: No related‑party transactions requiring disclosure since Jan 1, 2024; Audit Committee oversees and pre‑approves categories under an RPT policy.
- Shareholder sentiment: Say‑on‑pay approval 92% in 2024 indicates broad support for executive pay practices, indirectly reflecting governance credibility.
RED FLAGS/Watch items:
- Zero direct common shares as of April 4, 2025; ownership largely via deferred RSUs/CSEs that release upon end of service (mitigated by guideline compliance and hedging/pledging prohibitions).
- Not designated an “audit committee financial expert” (committee includes other members who are designated). Ensure continued breadth of financial expertise mix.
Overall, Bisson brings deep technology and strategic expertise with independent oversight on Audit, stable attendance, and policy frameworks that reduce conflict risk; ownership alignment is supported by guidelines and deferred equity, with no pledging or related‑party exposures disclosed.