Gartner

Last Revised October 27, 2022

AUDIT COMMITTEE CHARTERI.

STATEMENT OF POLICY AND PURPOSE

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Gartner,
Inc. (the “Company”) shall oversee the Company's internal auditors and the Company's independentauditors, and shall assist the Board in fulfilling its oversight responsibilities on matters relating toaccounting, financial reporting, internal control, auditing, regulatory compliance and other matters asthe Board or the Chairperson of the Committee (the “Chairperson”) deems appropriate. The
Company shall post this Audit Committee Charter (the “Charter”) on its website.
The Committee shall:••••serve as an independent body to assist in Board oversight of (i) the integrity of theCompany's financial statements, (ii) the Company's compliance with legal and regulatory
requirements, (iii) the independent auditor's qualifications and independence and (iv) theperformance of the Company's internal audit function and independent auditors;
prepare the Audit Committee Report as required by the Securities and Exchange
Commission (“SEC”) to be included in the Company's annual proxy statement;
retain and terminate the Company's independent auditors (subject, if applicable, tostockholder ratification); andprovide an open avenue of communication among the independent accountants,management and the Board.

The Committee's role is one of oversight. The Company's management is responsible forpreparing the Company's financial statements and the independent auditors are responsible for
auditing the financial statements. The independent auditors shall report directly to, and are ultimately
accountable to, the Committee. However, in carrying out its oversight responsibilities, the Committee
is not providing any expert or special assurance as to the Company's financial statements or any
professional certification as to the independent auditors' work.
The Committee will fulfill its responsibilities by carrying out the activities enumerated inSections III and IV of this Charter.
II.

COMMITTEE MEMBERSHIPThe Committee will consist of not less than three (3) directors, one of whom shall act asChairperson, and each of whom shall meet the financial literacy and independence requirements ofthe corporate governance listing standards of the New York Stock Exchange ("NYSE"), therequirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, as
well as any other requirements, rules and regulations promulgated by the SEC, the NYSE and byother applicable authorities from time to time. In addition, at least one member of the Committee
must be an “audit committee financial expert,” as that term is defined in the SEC’s regulations.
The Board shall appoint the Committee members and the Chairperson of the Committee,
upon recommendation from the Governance/Nominating Committee of the Board, and shall have thepower to remove a Committee member for any reason. If a Chairperson is not designated or present
at a meeting of the Committee, the members of the Committee may designate a Chairperson bymajority vote.
If a Committee member simultaneously serves on the audit committees of more than threepublic companies, the Board must determine that such simultaneous service would not impair thePage 1 of 6

Gartner

Last Revised October 27, 2022

AUDIT COMMITTEE CHARTER

ability of such member to effectively serve on the Committee, and the Company must disclose thisdetermination in its proxy statement for its annual meeting of stockholders.
III.

MEETINGS OF THE COMMITTEEThe Committee will meet at least quarterly each fiscal year and more frequently asappropriate. The Committee shall have separate direct lines of communication between itself andmanagement, the internal auditors (or other personnel responsible for the internal audit function) andthe independent auditors, and shall meet separately with each of them, at least quarterly, to discuss
any matters the Committee deems necessary or appropriate. The Committee shall report regularly tothe Board.
IV.

RESPONSIBILITIESThe Committee shall review the Company’s financial statements and shall be directly
responsible for the appointment, compensation, retention and oversight of the work of theindependent auditor (including resolving disagreements between management and the independent
auditor regarding financial reporting) for the purpose of preparing or issuing an audit report orperforming other audit, review or attest services for the Company. The Committee shall also review
the Company’s internal audit function and financial reporting processes.
Committee functions are solely the responsibility of the Committee and may not be allocatedto a different committee of the Board. The Committee may delegate authority to one or moremembers or subcommittees when deemed appropriate, provided that the actions of any suchmembers or subcommittees must be reported to the full Committee no later than at its next scheduled
meeting.
A.

Financial Statement Review.
1. Audited Financial Statements. The Committee shall meet to review and discuss withmanagement and the independent auditors the Company’s annual audited financial
statements to be included in the Company's Annual Report on Form 10-K, and if acceptable,
recommend their inclusion in the Annual Report on Form 10-K.
2. Interim Financial Statements. The Committee shall meet to review and discuss withmanagement and the independent auditors the Company's interim financial results to be
included in the Company's Quarterly Report on Form 10-Q.
3. MD&A. The Committee's review and discussion of all financial statements shall include areview of the Company's disclosures under "Management's Discussion and Analysis ofFinancial Condition and Results of Operations" contained in any document or report to be
filed with the SEC.

B.

Independent Auditors. The Committee has the sole authority to retain, oversee andterminate the outside independent auditors (subject, if applicable, to stockholder ratification).
The Committee may, if it deems appropriate, seek the input of management in this decisionmaking role, but these responsibilities may not be delegated to management. Additionally,
the Committee shall:

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Gartner

Last Revised October 27, 2022

AUDIT COMMITTEE CHARTER

1. Have sole authority to pre-approve all audit engagement fees and terms, as well as all
non-audit engagements, with the independent auditors. Such pre-approval may be delegatedto one or more members of the Committee who shall report on any pre-approvals to the fullCommittee at its regularly scheduled meetings, or may be waived in compliance with the deminimis exceptions provided by applicable law.
2. At least annually, obtain and review a report by the independent auditor describing:(a) the audit firm's internal quality-control procedures;(b) any material issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five (5) years, respecting one or more independentaudits carried out by the firm, and any steps taken to deal with any such issues; and(c) all relationships between the independent auditor and the Company or individuals infinancial reporting oversight roles at the Company that may reasonably be thought tobear on the auditor’s independence (in order to assess the auditor's independence),
and the Committee shall discuss with the independent auditor the potential effects ofany such relationships on independence.
3. After reviewing the foregoing report and the independent auditor's work throughout theyear, evaluate the auditor's qualifications, performance and independence, and present its
conclusions with respect to the independent auditor to the full Board. This evaluation should
include the review and evaluation of the lead partner of the independent auditor. In making
its evaluation, the Committee should take into account the opinions of management and theCompany's internal auditors.
4. See that the lead audit partner is rotated at the intervals required by law, and consider
whether, in order to promote continuing auditor independence, there should be more frequentrotation of the lead audit partner, or even of the audit firm itself.
5. Review with the independent auditor any audit problems or difficulties the auditor
encountered in the course of the audit work, and management's response to such problems
or difficulties. The review should include any restrictions on the scope of the independent
auditor's activities or on access to requested information, and any significant disagreementswith management. In addition, the Committee shall review and discuss with the auditor theother matters required to be discussed by the outside auditor under Auditing Standard No.
1301, as adopted by the Public Company Accounting Oversight Board.

6. Set clear hiring policies for employees or former employees of the independent auditors.
7. Review the proposed scope of the annual independent audit of the Company's financial
statements and the associated fees, as well as any significant variations in the actual scopeof the independent audit and the associated fees.
8. Present its conclusions with respect to the independent auditor to the full Board.

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AUDIT COMMITTEE CHARTERC.

Financial Reporting Processes; Risk; Compliance. At such intervals as it deems
appropriate, the Committee shall review and discuss with management, the internal audit
function and the independent auditors, and shall take appropriate action with respect to:
1. Issues regarding accounting principles and financial statement presentations, including
any significant changes in the Company's selection or application of accounting principles.
2. Issues as to the adequacy of the Company's internal controls and any special audit steps
adopted in light of material control deficiencies.
3. Analyses prepared by management and/or the independent auditor setting forthsignificant financial reporting issues and judgments made in connection with the preparationof the financial statements, including analyses of the effects of alternative GAAP methods onthe financial statements.
4. The effect of regulatory and accounting initiatives, as well as off-balance sheet structures,on the financial statements of the Company.
5. (i) Earnings releases, which the Committee shall review prior to publication, and (ii) thetypes of information to be disclosed and the type of presentation to be made in theCompany’s earnings press releases (paying particular attention to any use of "pro forma," or"adjusted" non-GAAP, information), as well as financial information and earnings guidance
provided to analysts and rating agencies; and in the case of clause (ii), such discussions may
be of a general nature and need not cover the specific information and/or presentations to begiven.
6. The quality and adequacy of the Company's internal accounting controls and theCompany's financial reporting processes, and the results of the internal auditor'sexaminations.
7. The quality and adequacy of the Company’s disclosure controls and procedures.
8. Policies with respect to risk assessment and risk management, including guidelines andpolicies to govern the process by which risk assessment and management is undertaken, theCompany's major financial risk exposures and the steps management has taken to monitor
and control such exposures, and risks related to cybersecurity matters.
9. The nature of any unusual or significant commitments or contingent liabilities together
with the underlying assumptions and estimates of management. In connection with theforegoing, the Committee should review with the Company’s General Counsel legal andregulatory matters that may have a material impact on the financial statements.
10. The resolution of any disagreements between management and the independent auditors
regarding financial reporting.
11. The Company’s compliance program with respect to legal and regulatory requirements,
including the Company’s codes of conduct and the Company’s policies and procedures formonitoring compliance.

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AUDIT COMMITTEE CHARTER

12. Significant cybersecurity matters and concerns involving the Company, including
information security and data protection matters. In connection with the foregoing, theCommittee shall review and discuss with management the adequacy and effectiveness of theCompany’s security policies and the internal controls regarding these areas.
D.

Internal Audit.
1. Review and discuss with the principal internal auditor of the Company the proposed
annual audit plan and the adequacy of internal audit resources, and the results of theinternal audit program.
2. Annually review and discuss the performance and effectiveness of the internal audit
function, including responsibilities, budget and staffing.

E.

General.
1. The Committee shall review the adequacy of this Charter on an annual basis. TheCommittee will recommend to the Board any modifications to this Charter that the Committee
deems appropriate for approval by the Board.
2. On an as needed basis, the Committee shall review such other matters as the Board or
the Committee considers appropriate.
3. The Committee may receive presentations from management personnel on key
functional activities of the Company, including information technology, taxes, treasury, risk
management and legal.
4. The Committee may cause an investigation to be made into any matter within the scopeof its responsibility. The Committee may engage independent resources to assist in its
investigations as it deems necessary.
5. The Committee Chairperson shall make regular reports to the Board on the Committee'sactivities and review with the full Board any issues that arise with respect to the quality or
integrity of the Company's financial statements, the Company's compliance with legal orregulatory requirements, the performance and independence of the Company's independentauditors, or the performance of the internal audit function.
6. The Committee shall have the authority to engage, and to obtain advice and assistancefrom, outside independent legal, accounting or other advisors without seeking board
approval, as the Committee may determine necessary to carry out its duties.
7. The Committee shall determine appropriate funding for payment of compensation to theindependent auditors and to any outside independent legal, accounting or other advisors, andfor payment of ordinary administrative expenses of the Committee that are necessary orappropriate in carrying out its duties.
8. Directors' and committee service fees are the only compensation a Committee member
may receive from the Company.

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AUDIT COMMITTEE CHARTER

9. The Committee shall establish procedures for (i) the receipt, retention and treatment ofcomplaints regarding accounting, internal accounting controls or auditing matters and (ii) theconfidential, anonymous submission by employees of concerns regarding questionableaccounting or auditing matters.
10. The Committee shall receive, and act upon as appropriate, the disclosures made by theChief Executive Officer and the Chief Financial Officer concerning internal controls and fraudrequired by Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
11. The Committee shall review and approve all related person transactions (as defined inapplicable SEC rules) involving officers or directors of the Company and oversee otherrelated party transactions governed by applicable accounting standards.
V.

EVALUATIONThe Committee shall conduct an annual performance evaluation in light of its duties andresponsibilities as set forth in this Charter and report its findings to the Governance/Nominating
Committee, which shares the findings with the full Board.

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