Richard J. Bressler
Director at IT
Board
About Richard J. Bressler
Richard J. Bressler (age 67) has served on Gartner’s Board since 2006 and is designated Independent and an Audit Committee Financial Expert. He is President, Chief Operating Officer, and Chief Financial Officer of iHeartMedia, Inc.; prior roles include CFO of Clear Channel Outdoor (2013–2019), Managing Director at Thomas H. Lee Partners (2006–2013), CFO of Viacom, senior leadership at Time Warner (including CEO of Time Warner Digital Media and EVP/CFO), and partner at Ernst & Young . He is currently Chair of Gartner’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iHeartMedia, Inc. | President, COO, CFO | Current | Senior operating and finance leadership; public company director |
| Clear Channel Outdoor Holdings, Inc. | Chief Financial Officer | Jul 2013–Apr 2019 | Oversight of outdoor advertising finance |
| Thomas H. Lee Partners, L.P. | Managing Director | 2006–2013 | Private equity investment leadership |
| Viacom Inc. | Senior EVP & CFO | Not disclosed | Managed strategic, financial, business development, technology functions |
| Time Warner Inc./Time Warner Digital Media | Chairman & CEO (Digital Media); EVP & CFO (Time Warner Inc.) | Not disclosed | Led digital media strategy; corporate finance leadership |
| Ernst & Young | Partner | Not disclosed | Audit/accounting leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| iHeartMedia, Inc. | Director | Public | Current | Also President/COO/CFO |
| The Nielsen Company B.V. | Former Director | Private at relevant period | Not disclosed | Former role |
| Warner Music Group Corp. | Former Director | Public | Not disclosed | Former role |
Board Governance
- Committee assignments: Audit Committee Chair; members: Bressler (Chair), Bisson, Gutiérrez . Gartner’s Audit Committee held 5 meetings in 2024; Compensation 7; Governance/Nominating 5 .
- Independence: Board determined all non-management directors (including Bressler) were independent under NYSE rules; Audit Committee members were independent per Exchange Act Section 10A-3 .
- Financial expert: Board determined Bressler qualifies as an Audit Committee financial expert .
- Attendance: The Board held 4 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service periods; executive sessions held after each regular quarterly Board and committee meeting .
- Leadership/structure: Lead Independent Director in place; fully independent Board committees; majority voting for directors .
Fixed Compensation
| Component | Structure | 2024 Amounts (Bressler) |
|---|---|---|
| Annual Director Retainer | $90,000; payable mostly in Common Stock Equivalents (CSEs), up to 50% electable in cash | Included in Fees Earned/Paid: $120,127 |
| Audit Committee Chair Fee | $15,000 per year (plus committee member fee) | Included in Fees Earned/Paid: $120,127 total with retainer and member fee |
| Audit Committee Member Fee | $15,000 per year | Included in Fees Earned/Paid: $120,127 |
| Equity (Annual RSU grant) | $240,000 grant value; RSUs vest 1 year after grant | Stock Awards: $239,871 (555 RSUs granted June 6, 2024) |
| Total Director Compensation (2024) | Fees + Stock Awards + All-Other | $359,998 (no “All-Other” for Bressler) |
Notes: In June 2024, an additional $50,000 retainer was added for the Lead Independent Director (not applicable to Bressler); otherwise no changes to director pay for 2024 .
Performance Compensation
Directors’ RSUs are time-based (no performance conditions) and vest one year from grant; release may be deferred at the director’s election per LTIP .
| Grant Type | Grant Date | Shares/Units | Grant Value | Vesting |
|---|---|---|---|---|
| Annual RSU | June 6, 2024 | 555 RSUs | $239,871 | Vests June 6, 2025 (1-year) |
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Conflict |
|---|---|---|
| iHeartMedia, Inc. | Director; also President/COO/CFO | Ordinary-course transactions with entities affiliated with directors are reviewed under Gartner’s RPT Policy; none material since Jan 1, 2024 . |
Gartner overboarding policy: directors ordinarily may not serve on >4 public company boards; CEOs of public companies may not serve on more than one other public company board. No exceptions disclosed applicable to Bressler; he is not a CEO, and his board roles appear within limits .
Expertise & Qualifications
- Deep finance and accounting expertise; qualifies as SEC-defined Audit Committee financial expert .
- Senior operational leadership across media and technology corporates (Viacom, Time Warner), private equity (THL), and mass media operations (iHeart) .
- Public-company board experience and capital markets exposure; listed in Board skill matrix across Accounting/Finance, Capital Markets, M&A/Strategy, Operations, Risk Management .
Equity Ownership
| Measure | Value | As-of | Notes |
|---|---|---|---|
| Beneficially owned shares | 11,871 | April 4, 2025 | <1% of outstanding; none pledged to Company’s knowledge |
| Vested RSUs held (director) | 12,706 | Dec 31, 2024 | Vested RSUs balance at FY-end |
| Common Stock Equivalents (CSEs) | 20,806 | Dec 31, 2024 | Deferred stock equivalents (release upon end of service unless accelerated) |
| Ownership guideline compliance | In compliance | Dec 31, 2024 | Directors must hold ≥5x annual director retainer; deferred/unvested equity counts; all directors compliant |
| Hedging/Pledging | Prohibited | Policy | Insider Trading Policy prohibits hedging/pledging; no pledging noted in ownership table |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-qualified financial expert; active oversight of internal audit, compliance, cybersecurity, and external auditor; robust independence and insider trading policies; consistent attendance; meaningful equity-based director pay supporting alignment; ownership guideline compliance .
- Compensation alignment: Director compensation mix combines cash/CSE retainer plus annual RSUs with one-year vest, standard committee chair/member fees; no director meeting fees; charitable match available; no unusual “All-Other” compensation for Bressler in 2024 .
- Risks/Red flags to monitor: Significant concurrent operating roles (President/COO/CFO) at iHeartMedia could pose time-commitment constraints, though Gartner’s overboarding policy limits board seats rather than executive roles; iHeartMedia’s 2018 Chapter 11 history may draw investor scrutiny, but no Gartner related-party transactions were reported since Jan 1, 2024 and Bressler remained independent .
- Shareholder signals: Broad governance practices (majority voting, executive sessions, proxy access) and strong Say-on-Pay support (92% in 2024) indicate constructive shareholder alignment, though Say-on-Pay pertains to executives rather than directors .