William O. Grabe
Director at IT
Board
About William O. Grabe
William O. Grabe, age 86, is an independent director of Gartner, Inc. (IT) and has served on the Board since 1993. He currently chairs the Governance/Nominating Committee. Grabe is an Advisory Director at General Atlantic LLC and previously was a Vice President and Corporate Officer of IBM; he is presently a director of Lenovo Group Limited. The Board biography highlights his extensive technology industry experience and governance expertise derived from senior operating roles and multiple public-company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Vice President and Corporate Officer | Not disclosed | Senior executive experience cited as core credential |
| Infotech Enterprises Limited | Director (former) | Not disclosed | Technology board experience |
| Compuware Corporation | Director (former) | Not disclosed | Technology board experience |
| Patni Computer Systems Ltd. (iGate Computer Systems Limited) | Director (former) | Not disclosed | Technology board experience |
| Covisint Corporation | Director (former) | Not disclosed | Technology board experience |
| QTS Realty Trust Inc. | Director (former) | Not disclosed | REIT/technology-adjacent board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Atlantic LLC | Advisory Director | Not disclosed | Global private equity firm |
| Lenovo Group Limited | Director (current) | Not disclosed | Current public company directorship |
| Nature Conservancy (Florida) | Trustee | Not disclosed | Non-profit governance |
| NYU Entrepreneurial Institute | Trustee | Not disclosed | Non-profit/academic ecosystem |
| Grand Canyon Trust | Board Member | Not disclosed | Non-profit governance |
| UCLA Anderson School of Management Board of Visitors | Board of Visitors | Not disclosed | Academic advisory role |
Board Governance
- Independence status: Independent director; all standing committees (Audit, Compensation, Governance/Nominating) are fully independent per NYSE and Exchange Act standards .
- Committee assignments: Chair, Governance/Nominating Committee; no Audit or Compensation membership in 2024 .
- Board-level meeting cadence and attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings for the periods served .
- Committee meetings held (2024): Audit (5), Compensation (7), Governance/Nominating (5) .
- Lead Independent Director: Karen E. Dykstra (appointed July 1, 2024); the Board conducts executive sessions after each regular quarterly Board and committee meeting .
- Majority voting standard for directors; proxy access; overboarding policy; annual Board/Committee self-evaluations managed by the Governance Committee .
Committee Assignments and Meetings (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance/Nominating | Chair | 5 |
Fixed Compensation
- Structure (non-employee directors):
- Annual Director Retainer: $90,000; paid in fully vested common stock equivalents (CSEs) by default, with an option to take up to 50% in cash .
- Committee Chair Fee: $10,000 for Governance chair; $15,000 for Audit/Compensation chairs; chair also receives member fee .
- Committee Member Fee: $7,500 (Governance), $10,000 (Compensation), $15,000 (Audit) .
- Lead Independent Director additional retainer: $50,000 added June 2024; no other changes to 2024 director pay .
- Charity Match: up to $20,000 per director per calendar year .
2024 Director Compensation – William O. Grabe
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $107,788 |
| Stock Awards (Grant Date Fair Value) | $239,871 (555 RSUs) |
| All Other Compensation | $20,000 (charity match) |
| Total | $367,659 |
Performance Compensation
- Equity grant mechanics: Annual RSU grant of $240,000 in value at the Annual Meeting; 2024 grant equaled 555 RSUs, calculated using the $432.20 closing price on June 6, 2024; RSUs vest one year after grant (June 6, 2025) subject to continued service; release may be deferred per the LTIP .
Performance Metrics Tied to Director Compensation
| Award Type | Metrics | Vesting | Notes |
|---|---|---|---|
| RSUs | None (time-based) | One-year cliff (service-based) | 555 RSUs granted June 6, 2024; vests June 6, 2025 |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Notes |
|---|---|---|
| Lenovo Group Limited | Director | Current public company role; no Gartner-related interlock disclosed |
| General Atlantic LLC | Advisory Director | Board annually reviews ordinary-course transactions with director-affiliated entities; determined such relationships did not impair independence |
Expertise & Qualifications
- The Board biography cites extensive technology industry knowledge from IBM and multiple tech board roles; deep governance best-practice insight; senior executive experience; and global IT industry understanding supporting his role as Governance/Nominating Chair .
Equity Ownership
- Director stock ownership guideline: 5× the Annual Director Retainer; directors must reach within three years (deferred and unvested equity counts); all directors were in compliance as of December 31, 2024 .
- Beneficial ownership (as of April 4, 2025): 275 shares; less than 1% of outstanding; to the Company’s knowledge, no shares pledged .
- Vested holdings at fiscal year-end (not counted as beneficial ownership for table unless releasing within 60 days): 4,340 vested RSUs; 47,197 CSEs .
Ownership Detail – William O. Grabe
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 275 |
| Percent of Outstanding | <1% |
| Vested RSUs (FY-end) | 4,340 units |
| CSEs (FY-end) | 47,197 units |
| Shares Pledged | None to Company’s knowledge |
| Compliance with Ownership Guidelines | All directors in compliance as of 12/31/2024 |
Governance Assessment
-
Strengths and positive signals:
- Long-standing independent director and current Governance/Nominating Committee Chair with explicit governance remit (board composition, independence determinations, succession planning, performance evaluations) .
- Fully independent committee structure; majority voting; proxy access; robust executive sessions; active shareholder engagement framework .
- Director pay structure emphasizes equity (CSEs and annual RSUs), promoting alignment; no 2024 program inflation beyond LID retainer change .
- No pledging disclosed in beneficial ownership table; all directors meet ownership guidelines .
-
Potential risk indicators:
- Very long tenure (director since 1993) may prompt investor scrutiny around independence-over-time, though Board explicitly affirms independence annually .
- Low beneficially owned share count (275) versus substantial deferred equity (CSEs/RSUs) could be perceived as lower immediate “skin-in-the-game,” though policy counts deferred/unvested toward guidelines and compliance is confirmed .
-
Conflicts/related-party exposure:
- Advisory role at General Atlantic noted; Board reviews ordinary-course transactions with director-affiliated entities and determined such relationships did not impair independence .
-
RED FLAGS:
- None disclosed: no pledging; no related-party transactions flagged; attendance threshold met for all directors; no discretionary or unusual director pay items for Mr. Grabe beyond eligible charity match .