Stephen G. Pagliuca

About Stephen G. Pagliuca

Stephen G. Pagliuca, age 70, is an independent director of Gartner, Inc., serving on the Board since 2010 (with prior service from 1990–2009 before resigning to run for the U.S. Senate, and rejoining in 2010). He is a Senior Advisor and former Managing Director of Bain Capital Private Equity and former Co‑Chairman of Bain Capital, L.P.; he is also Managing Partner and an owner of the Boston Celtics, and co‑owner and co‑chairman of Atalanta Bergamasca Calcio. The proxy highlights his deep experience in corporate strategy, operations, finance/accounting, and long familiarity with Gartner’s business model and industry, underpinning his board contribution .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent; director since 2010 (also served 1990–2009) .
• Committee assignments: None (not a member of Audit, Compensation, or Governance/Nominating as of 2024/early 2025) .
• Board/committee activity:
  • Board meetings held in 2024: 4; all directors attended at least 75% of Board and committee meetings during periods of service .
  • Committee meetings in 2024: Audit 5; Compensation 7; Governance/Nominating 5 .
  • Executive sessions: Non‑management directors meet in executive session after each regular quarterly Board and committee meeting .
• Independence determination: Board determined all non‑management directors serving in 2024, including Mr. Pagliuca, to be independent under NYSE standards .

Fixed Compensation

Performance Compensation

• Program structure: Non‑employee directors receive an annual equity grant of $240,000 in RSUs; RSUs vest after one year; directors may defer release under the LTIP. There are no disclosed performance metrics for director equity; awards are time‑based .
• Options: No option awards to directors disclosed in 2024 .

Other Directorships & Interlocks

Related‑party review: The Audit Committee oversees a written policy for related‑person transactions (>$120,000). Gartner states that since January 1, 2024, there were no related‑party transactions in which any director (including Mr. Pagliuca) had a direct or indirect material interest .

Expertise & Qualifications

• Private equity leadership and long‑tenured investment/operator background at Bain Capital; extensive corporate strategy and operations expertise .
• Financial and accounting knowledge; long‑standing familiarity with Gartner’s business model and global IT industry .
• Broad boardroom experience across multiple public companies and sectors .

Equity Ownership

Insider Trading Activity (Form 4 highlights; 2024–2025)

Notes:

• Pattern indicates routine quarterly CSE accrual/settlement tied to director retainer and annual RSU grants/vests; no open‑market purchases (P) or sales (S) reported in 2024–2025 in the records retrieved .

Governance Assessment

Strengths

• Independence reaffirmed; no material related‑party transactions since Jan 1, 2024; Audit Committee monitors RPT policy rigorously .
• Attendance met Board’s threshold (≥75%); Board holds executive sessions at each regular quarterly meeting, supporting independent oversight .
• Strong ownership alignment: 67,613 shares beneficially owned; CSEs outstanding; unvested RSUs; directors in compliance with 5× retainer ownership guideline; no pledging noted .
• Deep strategic, operational, and financial expertise from Bain Capital and extensive prior board roles, plus long familiarity with Gartner’s model and industry .

Watch items / potential risks

• No current committee assignments (Audit/Compensation/Governance), which may limit day‑to‑day committee influence despite long tenure .
• Very long service on Gartner’s Board (1990–2009; 2010–present) can draw investor scrutiny on independence over time, although the Board has affirmatively determined independence under NYSE standards .
• Multiple external commitments (Coherent Corp., Virgin Voyages, Boston Celtics, Atalanta BC); Gartner has an overboarding policy, and no non‑compliance is disclosed, but investors typically monitor workload and attendance closely .

No red flags identified

• No loans, gross‑ups, related‑party transactions, or hedging/pledging concerns disclosed for Mr. Pagliuca; no open‑market selling pattern observed in 2024–2025 Form 4s retrieved .

Appendix: Director Compensation (Mr. Pagliuca, 2024)

Program references:

• Annual RSU grant: $240,000 value; RSUs vest after one year from grant; directors may defer release; calculated units at grant as $240,000 ÷ closing price .
• Retainer and fees paid primarily in CSEs with up to 50% cash election; quarterly in arrears .