Raul E. Cesan
Director at IT
Board
About Raul E. Cesan
Raul E. Cesan, age 77, has served as an independent director of Gartner, Inc. since 2012 and is a member of the Compensation Committee . He is Founder and Managing Partner of Commercial Worldwide LLC and previously held senior operating roles over 25 years at Schering‑Plough, including President & COO (1998–2001) . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering‑Plough Corporation | President & Chief Operating Officer | 1998–2001 | Senior operating leadership of a global pharma company |
| Schering‑Plough Corporation | EVP; President, Schering‑Plough Pharmaceuticals | 1994–1998 | Led pharmaceuticals division |
| Schering Laboratories (U.S.) | President, U.S. Pharmaceutical Operations | 1992–1994 | U.S. commercial leadership |
| Schering‑Plough International | President | 1988–1992 | International operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commercial Worldwide LLC | Founder & Managing Partner | Not disclosed (current) | Investment firm |
| The New York Times Company | Director | Until April 2018 | Former public company directorship |
Board Governance
- Committee assignments (2024): Compensation Committee member; not a chair. Compensation Committee held 7 meetings in 2024 .
- Independence: Board determined all non‑management directors, including Mr. Cesan, are independent; Compensation Committee members meet Exchange Act Rule 16b‑3 and NYSE standards .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings during their service periods .
- Skills/expertise (Board matrix – checkmarks for “Cesan”): Public company boards, International, Leadership, Accounting/Finance, Capital Markets, Executive Compensation, Strategic Planning/M&A, Operations, Risk Management, Cybersecurity .
- Lead Independent Director framework in place; independent executive sessions after meetings .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $100,175 | Retainer and committee member fees paid in cash and/or common stock equivalents (CSEs) |
| Stock Awards (RSUs) | $239,871 | Annual director grant (see details below) |
| All Other Compensation | — | No other amounts in 2024 for Mr. Cesan |
| Total | $340,046 | Sum of 2024 director compensation |
Program structure (for non‑employee directors):
- Annual Director Retainer $90,000; additional $10,000 for Compensation Committee members; $15,000 for committee chairs; added $50,000 retainer for Lead Independent Director (June 2024). Retainers paid in CSEs unless up to 50% cash elected .
- Annual Equity Grant: $240,000 in RSUs, granted at annual meeting; RSUs vest one year after grant; release optionally deferrable under LTIP .
Performance Compensation
Directors do not receive performance‑based pay; equity is time‑vested RSUs. 2024 details:
- Annual grant on June 6, 2024 of 555 RSUs to each non‑employee director (based on $240,000 ÷ $432.20 close price) vesting June 6, 2025; Mr. Cesan’s stock award grant date fair value recognized was $239,871 .
- Directors may defer release in accordance with LTIP; awards are subject to continued service through vest date .
Other Directorships & Interlocks
- Other public company boards (current): Not disclosed for Mr. Cesan in 2025 proxy; prior: The New York Times Company (through April 2018) .
- Compensation Committee interlocks: None in 2024; no member was an officer/employee; no executive officer of Gartner had committee interlocks with other entities in 2024 .
Expertise & Qualifications
- International operating leadership; public company board experience; leadership; accounting/finance; capital markets; executive compensation; strategy/M&A; operations; risk management; cybersecurity (per Board matrix) .
- Industry background: Long‑tenured operator in pharmaceuticals; current investment firm leader .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 106,762 shares; “<1%” of outstanding |
| Indirect holdings detail | Includes 30,000 shares via family foundation; 14,400 via Family Trust #1; 24,900 via Family Trust #2 (beneficially owned) |
| CSEs (vested) at FYE 2024 | 1,063 common stock equivalents held (vested) |
| Unvested 2024 RSUs | 555 RSUs granted June 6, 2024 vesting June 6, 2025 (subject to continued service) |
| Shares pledged as collateral | None known; company notes, to its knowledge, none of the listed shares are pledged |
| Hedging/pledging policy | Company prohibits hedging and pledging for directors/officers/employees |
| Director ownership guideline | Required ≥5× Annual Director Retainer; all directors were in compliance as of Dec 31, 2024 |
Governance Assessment
- Alignment and independence: Independent director, Compensation Committee member, with broad operating and governance skills; ownership guideline met; no pledging; hedging/pledging prohibited by policy .
- Engagement: All directors met attendance thresholds; Compensation Committee met seven times; Board conducted executive sessions and maintains robust governance practices (majority vote standard, proxy access, independent committees) .
- Conflicts/related‑party: Company reports no related‑party transactions since Jan 1, 2024 involving directors/executives/5% holders or their immediate family members; Related Person Transaction policy overseen by Audit Committee .
- Pay practices context: Director pay is a mainstream structure with cash retainers and time‑vested RSUs; no meeting fees; use of independent compensation consultant for program review; no changes to director pay for 2024 except Lead Independent Director retainer addition .
- Say‑on‑Pay (companywide indicator of investor sentiment): 2024 approval was 92% of votes cast, supporting overall compensation governance at the company level .
RED FLAGS
- None disclosed specific to Mr. Cesan: no Section 16 delinquencies cited for him ; no related‑party transactions; no pledging; no interlocks .