{"url_path":"/sec/gety/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001628280-26-027529-index.html","accession_number":"0001628280-26-027529","cik":"0001898496","ticker":"GETY","issuer_name":"Getty Images Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001628280-26-027529-index.html","primary_entity_key":"0001898496","primary_entity_name":"Getty Images Holdings, Inc."},"word_count":7721,"has_tables":true,"body_markdown":"Item 10.    Directors, Executive Officers and Corporate Governance\n\nCode of Conduct and Business Ethics for Employees, Executive Officers, and Directors\n\nThe Company has adopted a Code of Conduct and Business Ethics applicable to its directors, executive officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that complies with the rules and regulations of the New York Stock Exchange (the \"NYSE\"). The Code of Conduct and Business Ethics codifies the business and ethical principles that govern all aspects of the Company’s business. A copy of the Code of Conduct and Business Ethics has been filed with the SEC and is provided in the \"Governance\" section of our investor relations page of our website, https://investors.gettyimages.com/corporate-governance/governance-documents. The Company will disclose on its website all disclosures that are required by law or the NYSE listing standards concerning any amendments to or waivers of certain provisions of its Code of Conduct and Business Ethics. The information on any of our websites is deemed not to be incorporated in the Annual Report.\n\nExecutive Officers and Board of Directors\n\nThe following persons are the members of our Board of Directors and our executive officers as of the date of the Annual Report:\n\nNameAgePosition\n\nExecutive Officers\n\nCraig Peters56Chief Executive Officer, Director (Class III)\n\nMikael Cho40Senior Vice President, CEO, Unsplash\n\nGrant Farhall50Senior Vice President, Chief Product Officer\n\nGene Foca60Senior Vice President, Chief Marketing Officer\n\nNate Gandert52Senior Vice President, Chief Technology Officer\n\nChris Hoel54Vice President, Chief Accounting Officer\n\nJerry Jenkins\n58\nSenior Vice President, Chief Human Resources Officer\n\nKjelti Kellough53Senior Vice President, General Counsel\n\nJennifer Leyden52Senior Vice President, Chief Financial Officer\n\nKen Mainardis55Senior Vice President, Global Content\n\nPeter Orlowsky57Senior Vice President, Strategic Development\n\nMichael Teaster59Senior Vice President, Chief of Staff\n\nDaine Weston\n38Senior Vice President, Ecommerce\n\nNon-Employee Directors\n\nMark Getty, self-employed, serving in various capacities including Trustee and director of various Getty family entities65Chair (Class II)\n\nPatrick Maxwell, Private Equity Management60Director (Class I)\n\nJeffrey Titterton, Chief Marketing Officer, Stripe, Inc.53Director (Class I)\n\nChinh Chu, Senior Managing Director and Founder, CC Capital Partners, LLC59Director (Class II)\n\nBrett Watson, President, Koch Equity, LLC\n45Director (Class II)\n\nTracy Knox, self-employed54Director (Class II)\n\nMichael Harris, Senior Managing Director of Koch Equity Development LLC\n46Director (Class III)\n\nHilary Schneider, Chief Executive Officer, SimpliSafe, Inc.\n65Director (Class III)\n\n3\n\nExecutive Officers\n\nAll of our executive officers, other than Grant Farhall, Kjelti Kellough, Ken Mainardis and Daine Weston are located in the United States. For the biography of Craig Peters, our chief executive officer and director, see “—Directors” below.\n\nMikael Cho\n\nMr. Cho has served as Co-Founder and Chief Executive Officer for Unsplash, a subsidiary of the Company, since 2013 and is responsible for leading and operating Unsplash’s overall strategy and vision. In 2013, Mr. Cho founded Unsplash as a blog with ten photos and the mission to make world-class images accessible to enable everyone to create. Prior to founding Unsplash, Mr. Cho held co-founder and leadership roles at companies in the digital and creative sectors, including Crew, a marketplace for creative talent, Uber Foundry, a digital design studio, and WHYNOTBLUE Digital Agency.\n\nGrant Farhall\n\nMr. Farhall has served as our Senior Vice President, Chief Product Officer since 2020, where he is responsible for our overall product strategy and vision. In his role, Mr. Farhall oversees our websites, user experiences, customer research and Generative AI strategy, with the aim of making it easier for our customers to discover, license and share content to connect with their audiences, and drive impact for the business. His career at Getty Images spans more than a decade, including his prior role as Vice President of Ecommerce from 2019 until 2020 and his role as General Manager of iStock from 2017 until 2019. Prior to joining Getty Images, Mr. Farhall worked in broadcast journalism and managed several design and web development agencies.\n\nGene Foca\n\nMr. Foca has served as our Senior Vice President, Chief Marketing Officer since 2017 and effective May 1, 2023, as Senior Vice President, Chief Marketing and Revenue Officer. As Chief Marketing and Revenue Officer, Mr. Foca is responsible for leading global marketing, sales, ecommerce and communications for Getty Images, overseeing our brand portfolio, strategy and execution for all marketing channels from digital to communications, marketing data science and operations and global sales, including outbound sales, customer success and customer service. He has a wealth of experience across ecommerce, product and digital marketing, bringing over 20 years’ experience as a strategic and data driven leader, growing and building some of the world’s biggest content and ecommerce businesses. Mr. Foca joined Getty Images after nearly five years at Amazon in Seattle and New York from 2012 through 2016, working with Kindle and retail ecommerce, as well as a brief stint at Fresh Direct overseeing customer marketing. Prior to that, he served as SVP of Marketing for News Digital/News Corporation, where he focused on content app launches and subscription marketing from 2010 until 2011. He previously spent nearly 19 years at Time Warner in senior ecommerce and consumer marketing leadership roles, primarily with the Time Incorporated division from 1991 until 2010.\n\nNate Gandert\n\nMr. Gandert has served as our Senior Vice President, Chief Technology Officer since 2016. In his role as Chief Technology Officer, Mr. Gandert is responsible for leading our overall technology strategy and vision, as well as our data and insights capabilities. Mr. Gandert oversees all advancements, innovations and operations delivered by the technology and product functions, including our search architecture, application and software development, ecommerce platform and websites with the aim of enriching our product offering to better serve customers worldwide. His remit also includes the development of internal and customer value using data, AI and machine learning.\n\nMr. Gandert’s career at Getty Images spans over 14 years during which time he has served in various vice president, senior director, director and professional level roles. Prior to joining Getty Images, Mr. Gandert held vice president and leadership roles at other companies in the ecommerce and media sectors, holding more than 25 years of industry experience overall.\n\nChris Hoel\n\nMr. Hoel has served as Vice President, Finance and Chief Accounting Officer of Getty Images since April 2014. Mr. Hoel is responsible for Getty Images’ Accounting, External Financial Reporting, and Finance Operations functions,\n\n4\n\nand has over 30 years of accounting and finance experience. He joined Getty Images in 2009 as the Director, Finance, before being promoted to Senior Director, Finance in 2011, and then Vice President, Finance in 2013 and to Vice President, Chief Accounting Officer in 2014. Mr. Hoel previously held the role of Corporate Controller for Fisher Communications, Inc. from July 2005 to March 2009, and Controller/Associate Director of SEC Reporting for Xcyte Therapies from February 2001 to July 2005. Prior to his career with Xcyte Therapies, Mr. Hoel held progressively more responsible financial/accounting positions in both public accounting and private industry.\n\nMr. Hoel earned his bachelor’s degree in Accounting from Central Washington University and has been a Certified Public Accountant since 1995.\n\nJerry Jenkins\n\nMr. Jenkins joined Getty Images in May 2025 as Senior Vice President, Chief Human Resources Officer overseeing all aspects of the company’s diverse global workforce. Mr. Jenkins has an extensive background leading people operations and global talent acquisition in dynamic organizations. Prior to joining Getty Images, Mr. Jenkins served as both Chief People Officer and Chief Administrative Officer for Doma Technology LLC, building the HR functions and teams from the ground up, designing a comprehensive human capital strategy and implementing an efficient and scalable infrastructure.\n\nMr. Jenkins has served on the board of INROADS, Inc. as Vice-Chair for the Rocky Mountain Region and participated in the Drury University Mentoring Network, helping students gain industry-relevant skills and knowledge prior to entering the workforce. Mr. Jenkins earned his B.S. Degree from Drury University and his M.B.A. in Human Resources Management from Baker College - Center for Graduate Studies and has also been certified as a Global Professional in Human Resources (GPHR) by the Human Resources Certification Institute (HRCI).\n\nKjelti Kellough\n\nMs. Kellough has served as our Senior Vice President, General Counsel since 2019. In her role as Senior Vice President, General Counsel, Ms. Kellough leads our global Legal and Facilities functions and is responsible for overseeing its worldwide legal affairs, including corporate governance, compliance, governmental relations, litigation, intellectual property and corporate matters, and real estate and facilities matters. Prior to her current role as our Senior Vice President General Counsel, Ms. Kellough served as Vice President, Corporate Counsel from 2012 until 2019, overseeing corporate commercial legal matters for the Americas, as well as global legal support for our product and marketing functions. Ms. Kellough also held various Senior Director and Director roles with Getty Images. Ms. Kellough has more than 25 years of legal experience and prior to joining Getty Images in 2009, Ms. Kellough was a corporate finance partner at TingleMerrett LLP and an intellectual property and corporate associate at Blake, Cassels & Graydon LLP.\n\nJennifer Leyden\n\nMs. Leyden has served as our Senior Vice President, Chief Financial Officer since January 2022. As Chief Financial Officer, Ms. Leyden is responsible for our Global Finance and Accounting, Financial Reporting and Analysis, Tax, Treasury, and Investor Relations functions. Ms. Leyden has more than 25 years of financial, accounting and leadership experience. She joined Getty Images in 2016 as the Senior Director, Enterprise Reporting and Analysis, before being promoted to Vice President, Financial Planning and Analysis in February 2019, Senior Vice President of Investor Relations and Finance in 2021 and to CFO in 2022. Before joining Getty Images, Ms. Leyden held the role of CFO for six years at Physique 57, a global fitness brand. In this role, she led Physique 57 through a period of rapid expansion and topline growth, driving scalable cost base efficiencies while navigating the business through a period of dynamic and explosive growth in the broader health and wellness industry. Ms. Leyden also spent 10 years at Sony Music Entertainment in several progressively impactful financial roles, ending her tenure there as the Senior Director of Finance for Columbia Records, one of the largest and most iconic record labels in the world. She launched her career by becoming licensed as a Certified Public Accountant and spent four years in public accounting.\n\nKen Mainardis\n\nMr. Mainardis was appointed as our Senior Vice President, Editorial in October 2023, and he previously served as our Senior Vice President, Global Content. He oversees all of our content divisions across its editorial spectrum. From sport, entertainment, news, to archival product lines, Mr. Mainardis has responsibility for overseeing the production and licensing of photography, video, paid assignment solutions and associated services. Mr. Mainardis joined Getty Images in\n\n5\n\n2004 as Managing Editor, EMEA and a year later became Director of Editorial Photography with a focus on major editorial events. In April 2010, Mr. Mainardis took on the new role of Senior Director, Editorial Services and Events with a global brief responsible for editorial event operations and services. In February 2013, he was appointed Vice President, Sports Imagery and Operations, before being promoted to Senior Vice President of Editorial in 2017. Mr. Mainardis began his career in 1995 as an assignments editor for the Reuters News Agency in their London bureau, before taking on the role of Global Sports Editor for Reuters Pictures in 2000. Mr. Mainardis is also a board member of the News Media Coalition, a not-for-profit trade organization protecting the news media’s access to events of public interest.\n\nPeter Orlowsky\n\nMr. Orlowsky has served as our Senior Vice President, Strategic Development since 2017. Mr. Orlowsky is responsible for evaluating and building key business strategies and partnerships, as well as for identifying and developing new business opportunities for Getty Images. In this role, Mr. Orlowsky drives global content licensing and distribution deals with leading technology, multimedia and service providers worldwide, as well as oversees our relationships with global partners. Mr. Orlowsky has been with Getty Images for over 20 years, serving several roles at various levels including Vice President and Senior Director, across Getty Images in business development and sales.\n\nMichael Teaster\n\nAs our Senior Vice President, Chief of Staff, since September 2022, Mr. Teaser supports our Global Leadership Team and our Board of Directors with company planning, priority management, and delivery. Mr. Teaster has 30 years of industry-related experience and has served in several executive roles for Getty Images. Prior to his current role, Mr. Teaster served as Senior Vice President of Business Operations from 2017 to 2019, before which he also served as Senior Vice President of Global Sales from 2008 to 2017, among other executive roles. Previously, Mr. Teaster served as Vice President of Licensee Relations for The Image Bank, a company that was later acquired by Getty Images in 1999.\n\nDaine Weston\n\nMr. Weston was appointed Senior Vice President, Ecommerce in May 2023. As the Senior Vice President of Ecommerce, Mr. Weston leads Getty Images’ efforts to enhance its online business by delivering exceptional customer experience across its ecommerce platform and websites, digital marketing initiatives, SEO strategy, and ecommerce operations. Based in New York, Mr. Weston sits on the company’s executive team, providing valuable insights and strategic direction to support the company’s growth. With over 15 years of experience in digital marketing, he has made significant contributions to Getty Images’ success. He was instrumental in developing a scalable global model for display and remarketing efforts across multiple brands and countries during his time in Calgary. As the head of Getty Images EMEA Digital Marketing team in London, Mr. Weston successfully drove growth in customer acquisition across all paid marketing channels. As Vice President of Digital Marketing & Demand Generation at Getty Images, he oversaw customer acquisition, paid marketing investments, and demand generation efforts globally.\n\nPrior to joining Getty Images in 2015, Mr. Weston was a key player at OMD Digital and OMD International, where he led efforts for major clients such as Vodafone, Sky Television, McDonald’s, Johnson & Johnson, Air New Zealand and Sony. Mr. Weston received a double major in advertising and marketing from AUT University in Auckland, New Zealand.\n\nDirectors\n\nMark Getty\n\nMr. Getty has served as the Chair of our Board of Directors since he co-founded Getty Images in March 1995 and was Executive Chair of Getty Images through 2005. From 2005 to 2018, he was a non-executive director on our Board of Directors and in 2018 resumed the role of Chair on a resumption of control of Getty Images by the Getty Family Stockholders. In the late 1980s, Mr. Getty began his professional career with Kidder Peabody in New York and then joined Hambros Bank Limited in London in 1991.\n\nIn his capacity as Trustee and Director of various Getty family entities, Mr. Getty oversees a diverse program of investments in all asset classes. In addition, he has been particularly involved in the family’s direct private equity investment activities, which have included: Wisden Crincinfo, a leading online publisher of cricket data; Hawk-Eye, a sports technology business that is a leader in ball tracking for officiating and broadcast enhancement in tennis, soccer and cricket; Hakluyt, a UK-based provider of commercial and strategic intelligence and research services to major corporate\n\n6\n\nand financial institutions; and the And Beyond Group, where Mr. Getty also acts as the Co-Chairman, a leading luxury adventure travel and lodging business.\n\nMr. Getty was a trustee of the National Gallery in London between 1999 and 2015, as well as its Chair between 2008 and 2015. He was appointed KBE in 2016 in recognition of his services to the Arts. In 2016, he became the Chair of Trustees of the British School in Rome.\n\nCraig Peters\n\n    Craig Peters has served as our Chief Executive Officer and a director since 2019. As CEO, Mr. Peters has overarching responsibility for the organization across its Getty Images, iStock and Unsplash brands. Mr. Peters joined Getty Images in 2007 and prior to being appointed CEO in 2019, he served as Chief Operating Officer with previous leadership roles across Content, Product, Marketing, Technology and Business Development.\n\nPrior to joining Getty Images, Mr. Peters held key leadership roles in media and technology within established and early stage organizations. These included WireImage (acquired by Getty Images), FOX Sports Interactive, the PGA TOUR, Homestead.com (acquired by Intuit) and positions with A. T. Kearney and Eastman Kodak Company. In 2005 while at the PGA TOUR, Craig accepted an Emmy by the National Television Academy for Outstanding Achievement in Advanced Media Technology for the Enhancement of Original Television Content. Mr. Peters holds an MBA from The Wharton School of Business and a BS in Finance from the Ohio State University.\n\nChinh Chu\n\nMr. Chu has served as a director on our Board of Directors since the Closing Date of July 2022 and previously served as Chief Executive Officer and Director of CCNB from May 2020 through the Closing Date. He is the Founder and Senior Managing Director of CC Capital, a private investment firm focused on investing in and operating high-quality businesses for the long term. In May 2025, he was appointed President of M-3 Brigade Acquisition V Corp. (NASDAQ: MBAV), which then announced a business combination agreement with ReserveOne, Inc. He led CC Capital’s incubation of Ceres Life Insurance Company, an annuity platform, and the platform’s combination with Westaim and Arena Investors, LP to create an integrated insurance and asset management platform. Since founding CC Capital in 2015, Mr. Chu has also spearheaded the firm’s investments in Wilshire, Utz Brands (NYSE: UTZ), E2open (NYSE: ETWO), and Dun & Bradstreet (NYSE: DNB), which CC Capital took private in a $7.2 billion acquisition that closed in February 2019 before its subsequent IPO in July 2020.\n\nPrior to founding CC Capital, Mr. Chu spent 25 years at Blackstone, where he served as Senior Managing Director, Co-Head of Private Equity, and a member of the firm’s Executive Committee. Mr. Chu is currently Executive Chair of the Board of The Westaim Corporation (TSXV: WED). Mr. Chu has previously served on the boards of numerous public and private companies, including serving as Chairman of the Board of E2 Open and as a Director of Dun & Bradstreet until August 2025, and as Vice Chairman of Collier Creek Holdings (NYSE: CCH) until August 2020, when it consummated the acquisition of Utz Brands Holdings, LLC, the parent company of Utz Quality Foods, LLC to form Utz Brands (NYSE: UTZ).\n\nMr. Chu began his career at Salomon Brothers in the M&A group and holds a B.S. in Finance from the University of Buffalo.\n\nMichael Harris\n\nMr. Harris has served on our Board of Directors since February 2019. Mr. Harris serves as a Managing Director of Koch Equity Development, where he has been employed since October 2013. Mr. Harris is responsible for the origination, evaluation and execution of acquisitions and investments for Koch, Inc. In this capacity, he evaluates opportunities across industries with specific expertise in the software, technology, aerospace and defense, and industrial manufacturing sectors. Prior to joining Koch, Mr. Harris worked for Bank of America Merrill Lynch advising clients on mergers and acquisitions, capital deployment and structured equity capital alternatives from 2011 to 2013. He has also previously worked at Orbital Sciences Corporation as a mechanical engineer in their Launch Systems group from 2005 to 2011.\n\nIn addition to his board position at Getty Images, Mr. Harris has served as a board manager of ASP CPM Holdings LLC since 2024 and a board observer of Infor since 2017. He formerly served on the board of Truck-Lite, a leading manufacturer of lighting solutions for commercial and off-road vehicles from December 2015 to December 2019.\n\n7\n\nMr. Harris holds his B.S. and M.S. degrees in Mechanical Engineering from Brigham Young University. He also holds a M.B.A degree from Columbia Business School.\n\nTracy Knox\n\nMs. Knox has served as a director on our Board of Directors since April 2024, and she previously served as the Chief Financial Officer of Rover Group, the world’s largest online marketplace for pet care from 2017 through its public listing and SPAC merger in 2021, eventually retiring at the end of 2022. Prior to that, Ms. Knox served as Chief Financial Officer of Rightside, a leading domain name service company from its public listing in 2014 until it’s sale in 2017, as Chief Financial Officer at A Place for Mom from 2013 until 2014, as Chief Financial Officer at UIEvolution from 2011 until 2013, and at drugstore.com from 2003, including as Chief Finance Officer from 2008 until 2011.\n\nMs. Knox also serves on the boards of Babylist since 2021 and Pet Partners since 2023. Ms. Knox holds a B.S. in Accounting from Indiana University and a M.B.A. with honors from University of Washington.\n\nPatrick Maxwell\n\nMr. Maxwell has served as a member of our Board of Directors since October 2012. Mr. Maxwell has followed a career in private equity investment management since 1991, initially working with the UK-based investment bank, Hambros. Amongst other deals he was involved with, Mr. Maxwell led Hambros’ co-investment alongside the Getty family in the founding of Getty Images. Mr. Maxwell also spent four years living and working in South Africa establishing an investment banking business for Hambros in that region. In May 2004, Mr. Maxwell began working with Mark Getty and the Getty family office, Sutton Place. Mr. Maxwell’s primary focus has been to build family wealth via long term business-building investments in the content-based media sector, including Getty Images, the Wisden Cricinfo group, 7 Digital, Hawk-Eye Innovations and Hakluyt & Co. Mr. Maxwell has also been involved in the oversight of Getty family interests in Wormsley Estate (the Getty family’s home and multi-activity rural estate in the UK) and in &Beyond (a South African-based luxury adventure travel and lodging business).\n\nIn addition to his board position at Getty Images, Mr. Maxwell has served on the board of directors of &Beyond since July 2007, the Management Committee of the Munywana Conservancy Controllers' Association since July 2025 and the Board of Trustees of The Africa Foundation Trust since November 2014. Mr. Maxwell also served as a Partner of Sutton Place Managers LLP from May 2004 to May 2019. Mr. Maxwell was a Trustee of the Royal Ballet School from 2000 to 2011, a Trustee and Investment Committee Chairman of the Henry Smith Charity, £1 billion endowment-based grant-making charity, from 2011 to 2019 and a Director of the UK Tennis & Rackets Association from 2013 to 2018. Mr. Maxwell is a graduate of Oxford University and qualified as a Chartered Accountant with PWC in 1990.\n\nHilary Schneider\n\nMs. Schneider has served on our Board of Directors since 2020 and was appointed as the Chief Executive Officer of SimpliSafe, Inc. in November 2025. Ms. Schneider is the former Chief Executive Officer, from 2020 to 2023, and also served as Strategic Advisor to the board of directors of Shutterfly, a leading ecommerce and manufacturing platform for personalized products and custom design. Ms. Schneider previously served as Chief Executive Officer of Wag!, the country’s largest on-demand mobile dog walking and dog care service, from 2018 to 2019. Prior to this role, Ms. Schneider served as President and CEO of LifeLock, the leader in identity theft protection, through its public listing and acquisition by Symantec, as well as serving in a series of executive positions at Yahoo! from 2006 to 2010 and in several senior leadership roles at Knight Ridder from 2002 to 2005.\n\nIn addition to her board position at Getty Images, Ms. Schneider also serves on the boards of Vail Resorts, Inc. (NYSE: MTN) and Digital Ocean Holdings, Inc. (NYSE: DOCN) since 2010, and Sleep Number Corporation (NASDAQ: SNBR) since 2023, and Omaze, Inc., since 2025. She also serves on the board of the non-profit, American Journalism Project. Ms. Schneider holds a B.A. in economics from Brown University and an M.B.A. from Harvard Business School.\n\nJeffrey Titterton\n\nMr. Titterton has served on our Board of Directors since November 2022, and was appointed as a member of our Audit Committee on April 1, 2026. Mr. Titterton currently serves as the Chief Marketing Officer of Stripe, Inc., and served as the Chief Operating Officer of Zendesk Inc. from April 2021 until November 2022. He previously served as Zendesk Inc.’s Chief Marketing Officer from October 2018 until April 2021 and its Senior Vice President, Marketing from May 2017 to October 2018. From January 2017 to May 2017, Mr. Titterton served as the Head of Global Campaign and\n\n8\n\nEngagement Marketing for Adobe Inc., a software company, and as Head of Engagement Marketing, Creative Cloud, from August 2013 to January 2017. Prior to that, Mr. Titterton served as the Chief Marketing Officer for 99designs, a graphic design marketplace, from August 2011 to August 2013.\n\nMr. Titterton holds a B.A. in English with a concentration in economics from Cornell University.\n\nBrett Watson\n\nMr. Watson has served on our Board of Directors since February 2019. Since January 1, 2026, Mr. Watson has served as President of Koch Equity, LLC overseeing Koch Equity Development, Koch Disruptive Technologies, and Koch Real Estate Investments. During the preceding five years, Mr. Watson served as President of Koch Equity Development LLC. Mr. Watson is also an officer of Koch, Inc., where he serve as Vice President, Equity Development.\n\nIn addition to his board position at Getty Images, Mr. Watson currently serves on the boards of directors of the parent companies of Infor, Hexagon AB, Transaction Network Services, MITER Brands, and Molex, and serves as Chairman of the board of Octave. He also serve as a member of the Nomination Committee of Hexagon AB. He formerly served on the boards of directors of Hexagon AB, ADT Inc., Solera Holdings Inc., Globus, and the Flint Group. Mr. Watson earned both his B.S. and M.B.A. degrees from Binghamton University.\n\nCorporate Governance\n\nBoard Composition\n\nOur business and affairs are organized under the direction of our Board of Directors. Our Board of Directors currently consists of nine members. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. Our Board of Directors meets on a regular basis and additionally as required.\n\nIn accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Currently, our Board of Directors is divided into the following classes:\n\n•Class I, which consists of Patrick Maxwell and Jeffrey Titterton, whose terms will expire at the Company's annual meeting of stockholders to be held in 2026;\n\n•Class II, which consists of Mark Getty, Chinh Chu, Tracy Knox and Brett Watson, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2027; and\n\n•Class III, which consists of Hilary Schneider, Michael Harris, and Craig Peters, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2028.\n\nAt each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of our Board of Directors may have the effect of delaying or preventing changes in our control or management.\n\nFurther, CC Neuberger Principal Holdings II Sponsor LLC (the “Sponsor”), the equityholders of the Sponsor, certain equityholders of Griffey Global Holdings, Inc. and certain other parties thereto entered into the Stockholders Agreement dated December 9, 2021 (the \"Original Stockholders Agreement\") with Getty Images (then Vector Holding, LLC), pursuant to which, among other things, our Board of Directors consists of (i) three directors nominated by Getty Investments LLC (“Getty Investments”), (ii) two directors nominated by Koch Icon Investments, LLC (“Koch Icon”), (iii) one director nominated by CC Capital Partners, LLC (“CC Capital”), (iv) the chief executive officer of Getty Images and (v) a number of independent directors sufficient to comply with the requisite independence requirements of the NYSE and the rules and regulations of the SEC. The number of nominees that each of Getty Investments, Koch Icon and CC Capital will continue to be entitled to nominate pursuant to the Original Stockholders Agreement is subject to reduction based on the aggregate number of shares of Class A common stock held by such stockholders (together with their successors and any permitted transferees), as follows:\n\n•For so long as (i) the Getty Family Stockholders beneficially own, in the aggregate, at least 52,000,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like (the “Three Director Appointment Threshold”), Getty Investments shall be entitled to nominate three individuals to our Board of Directors, (ii) if the Getty Family Stockholders do not meet the Three Director Appointment Threshold, but the\n\n9\n\nGetty Family Stockholders beneficially own, in the aggregate, at least 26,000,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like (the “Two Director Appointment Threshold”), Getty Investments shall be entitled to nominate two individuals to the our Board of Directors, and (iii) the Getty Family Stockholders beneficially own, in the aggregate, fewer than 26,000,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like, but greater than or equal to 5% of the total number of outstanding shares of Class A common stock (but less than a number of shares of Class A common stock that would meet the Two Director Appointment Threshold), Getty Investments shall be entitled to nominate one individual to our Board of Directors. In the event that the Getty Family Stockholders beneficially own, in the aggregate, less than 5% of the total number of outstanding shares of Class A common stock, Getty Investments will not be entitled to nominate any individual to our Board of Directors pursuant to the Original Stockholders Agreement.\n\n•For so long as (i) Koch Icon beneficially owns, in the aggregate, at least 26,000,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like, Koch Icon shall be entitled to nominate two individuals to our Board of Directors and (ii) Koch Icon beneficially owns, in the aggregate, fewer than 26,000,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like, but greater than or equal to 5% of the total number of outstanding shares of Class A common stock, Koch Icon shall be entitled to nominate one individual to our Board of Directors. In the event that Koch Icon beneficially owns, in the aggregate, less than 5% of the total number of outstanding shares of Class A common stock, Koch Icon shall not be entitled to nominate any individual to our Board of Directors pursuant to the Original Stockholders Agreement.\n\n•For so long as the Sponsor beneficially owns, in the aggregate, at least 5,116,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like, CC Capital shall be entitled to nominate one individual to our Board of Directors. In the event that the Sponsor beneficially owns, in the aggregate, fewer than 5,116,000 shares of Class A common stock, as adjusted for stock splits, stock combinations, and the like, CC Capital shall not be entitled to nominate any individual to our Board of Directors pursuant to the Original Stockholders Agreement.\n\nPlease see the Original Stockholders Agreement, which is attached as Exhibit 10.3 to the Original Form 10-K, and “Item 13. Certain Relationships and Related Transactions, and Director Independence—Original Stockholders Agreement” for more information. See also “Item 13. Certain Relationships and Related Transactions, and Director Independence—Significant Stockholder Agreement” for information on certain corporate governance matters entered into in connection with the Shutterstock Merger Agreement.\n\nDirector Independence\n\nAs required by the rules of the NYSE, a majority of our Board of Directors is independent. An “independent director” is generally defined under applicable NYSE rules as one who the Board of Directors affirmatively determines has no material relationship with the company, either directly or as an officer, partner or stockholder of a company that has a relationship with the company. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and the listing standards of NYSE.\n\nOur Board of Directors has determined that each of the directors, other than Craig Peters and Mark Getty, qualifies as an “independent director” under applicable SEC and NYSE rules for purposes of serving on our Board of Directors and each committee on which they serve, as applicable. Our Board of Directors also previously determined that James Quella, a former director who served on our board until April 1, 2026, was an “independent director” under applicable SEC and NYSE rules for purposes of serving on our Board of Directors and the committee on which he served. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and relationships as they may relate to us and our management.\n\nRole of Our Board of Director in Risk Oversight/Risk Committee\n\nOur Board of Directors is involved in the oversight of risk management related to us and our business. Our Board of Directors accomplishes this oversight both directly and through its Audit Committee, which assists the board in overseeing a part of our overall risk management and regularly reports to the board. The Audit Committee represents the board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial controls, our compliance with legal and regulatory requirements, cybersecurity, our procedures for treatment of complaints regarding internal accounting controls or auditing matters, and our policies with respect to risk assessment and risk management. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses significant areas of our business and related risks and summarizes for the board areas of risk and any mitigating factors. In addition, our Board of\n\n10\n\nDirectors participates in regular briefings with management on a variety of topics, including cybersecurity and artificial intelligence, in which risk oversight is an inherent element.\n\nBoard Committees\n\nOur Board of Directors has three standing committees—an audit committee, a compensation committee, and a nominating and corporate governance committee. Our Board of Directors has adopted a written charter for each of the committees, copies of which are available on our website at https://investors.gettyimages.com/corporate-governance/governance-documents. The information on any of our websites is deemed not to be incorporated in the Annual Report.\n\nAudit Committee\n\nOur audit committee consists of Tracy Knox, Hilary Schneider and Jeff Titterton. Our Board of Directors has determined that each of the members of the audit committee satisfies the independence requirements of the NYSE corporate governance standards and Rule 10A-3 under the Exchange Act and is financially literate (as defined under the rules of the NYSE). In arriving at this determination, our Board of Directors has examined each audit committee member’s scope of experience, the nature of their prior and/or current employment and all other factors determined to be relevant under the rules and regulations of the NYSE and the SEC.\n\nTracy Knox serves as the chair of our Audit Committee. Our Board of Directors has determined that Ms. Knox and Ms. Schneider each qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE rules. In making this determination, our Board of Directors has considered formal education and previous professional experience in financial roles. Both our independent registered public accounting firm and management periodically meet privately with the audit committee members.\n\nOur Board of Directors has delegated the oversight of cybersecurity risks to the Audit Committee. The Audit Committee assists the Board in its oversight of the Company’s policies and practices employed to identify, assess and manage key risks facing Getty Images, including cybersecurity risks. Members of management, including the Company’s Chief Technology Officer, provide the Audit Committee with updates on cybersecurity and information technology matters. In turn, the Audit Committee and management also provide updates to the Board of Directors.\n\nThe functions of our Audit Committee include, among other things:\n\n•evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;\n\n•reviewing our financial reporting processes and disclosure controls;\n\n•reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;\n\n•reviewing the quality and adequacy of our internal control policies and procedures, including the responsibilities, budget and staffing of our internal audit function;\n\n•reviewing with the independent auditors, and internal audit department, if applicable, the annual audit plan;\n\n•obtaining and reviewing at least annually a report by the Company’s independent auditors describing the independent auditors’ internal quality control procedures, issues raised by the most recent internal quality-control review and all relationships between the independent auditor and the Company, if any;\n\n•monitoring the rotation of the lead partner of our independent auditor on our engagement team as required by law;\n\n•prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;\n\n•reviewing our annual and quarterly financial statements and reports, including the disclosures contained in Management’s Discussion and Analysis of the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and discussing the statements and reports with our independent auditors and management;\n\n•reviewing with our independent auditors and management significant issues in internal audit reports and responses by management;\n\n•reviewing with management and our auditors any earnings press releases and other public announcements related to financials;\n\n•establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;\n\n11\n\n•preparing the report that the SEC requires in our annual proxy statement;\n\n•reviewing and providing oversight of any related party transactions in accordance with our related party transaction policy and reviewing and monitoring compliance with legal, regulatory and ethical responsibilities;\n\n•reviewing our major financial risk exposures; and\n\n•reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee Charter.\n\nThe composition and function of the audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations. We will comply with future requirements to the extent they become applicable to the Company.\n\nCompensation Committee\n\nOur Compensation Committee consists of Brett Watson, Chinh Chu and Hilary Schneider. Our Board of Directors has determined that each of the members of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the NYSE. Mr. Watson serves as the chair of our Compensation Committee.\n\nThe Compensation Committee has engaged Compensia, Inc. as our independent consultant. In 2025, Compensia, Inc. reviewed both executive and director compensation and did not provide us any other services. Compensia, Inc. reported directly to the Compensation Committee and provided guidance on trends in executive and non-employee director compensation, the development of specific executive compensation programs, the composition of our compensation peer group and other matters as directed by the Compensation Committee.\n\nOur Compensation Committee is responsible for assisting our Board of Directors in the discharge of its responsibilities relating to the compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following principal duties:\n\n•reviewing and approving the corporate goals and objectives that pertain to the determination of executive compensation;\n\n•reviewing and approving the compensation and other terms of employment of our executive officers;\n\n•making recommendations to our Board of Directors regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the board;\n\n•reviewing and making recommendations to our Board of Directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members;\n\n•reviewing and establishing stock ownership guidelines for executive officers and non-employee board members;\n\n•reviewing and assessing the independence of compensation consultants, independent legal counsel and other advisors;\n\n•administering our equity incentive plans;\n\n•reviewing and approving the terms of any employment agreements, severance arrangements, transition or consulting agreements, retirement agreements and change-in-control agreements or provisions and any other material arrangements for our executive officers;\n\n•approving or recommending for approval the creation or revision of any clawback policy allowing the Company to recoup compensation paid to officers, directors and employees;\n\n•reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;\n\n•preparing an annual report on executive compensation to be included in our annual proxy statement, to the extent any such report is required to be included in our annual proxy statement; and\n\n•reviewing and evaluating on an annual basis the performance of our Compensation Committee and recommending such changes as deemed necessary to our Board of Directors.\n\n12\n\nThe composition and function of the compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations. We will comply with future requirements to the extent they become applicable to the Company.\n\nNominating and Corporate Governance Committee\n\nOur Nominating and Corporate Governance Committee consists of Michael Harris and Patrick Maxwell. Our Board of Directors has determined that each of the members of our Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE and the SEC. Mr. Harris serves as the chair of our Nominating and Corporate Governance Committee.\n\nOur Nominating and Corporate Governance Committee’s responsibilities include:\n\n•identifying, reviewing and making recommendations of candidates to serve on our Board of Directors;\n\n•evaluating the performance of our Board of Directors, committees of the board and individual directors and determining whether continued service on our Board of Directors is appropriate;\n\n•evaluating nominations by stockholders of candidates for election to our Board of Directors;\n\n•evaluating the current size, composition and governance of our Board of Directors and its committees and making recommendations to the board for approvals;\n\n•reviewing the leadership structure of our Board of Directors, including the separation of the Chair and Chief Executive Officer roles and/or appointment of a lead independent director of the board;\n\n•reviewing corporate governance policies and principles and recommending to our Board of Directors any changes to such policies and principles;\n\n•reviewing issues and developments related to corporate governance;\n\n•reviewing, approving, and monitoring directors’ compliance with our Code of Business Conduct and Ethics;\n\n•assisting the Company in fulfilling its corporate responsibility strategy; and\n\n•reviewing periodically the Nominating and Corporate Governance Committee Charter, structure and membership requirements and recommending any proposed changes to our Board of Directors, including undertaking an annual review of its own performance.\n\nThe composition and function of the nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE rules and regulations. We will comply with future requirements to the extent they become applicable.\n\nLimitation on Liability and Indemnification of Directors and Officers\n\nOur Amended and Restated Certificate of Incorporation limits the Company’s directors’ and officers' liability to the fullest extent permitted under the DGCL. The DGCL allows for directors and officers of a corporation to not be personally liable for monetary damages for breach of their fiduciary duties as directors or officers, as applicable, except for liability:\n\n•for any transaction from which the director or officer derives an improper personal benefit;\n\n•for any act or omission by an officer or director not in good faith or that involves intentional misconduct or a knowing violation of law;\n\n•of a director for any unlawful payment of dividends or redemption of shares;\n\n•for any breach of a director’s or officer's duty of loyalty to the corporation or its stockholders; or\n\n•of an officer in any action by or in the right of the corporation.\n\nIf the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of our directors and officers will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The DGCL and the our Amended and Restated Bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement,\n\n13\n\ndirect payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.\n\nWe maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers.\n\nInsider Trading Policies\n\nThe Company has adopted insider trading policies governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and contractors, as well as a trading policy governing the Company's repurchase of its own securities. We believe both policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE exchange listing standards. Copies of our insider trading policies are filed as Exhibit 19.1 to the Original Form 10-K.\n\nDelinquent Section 16(a) Reports\n\nSection 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of our Class A common stock, to file with the SEC reports of ownership of such securities and changes in reported ownership.\n\nBased on a review of reports filed with the SEC, or written representations from reporting persons that all reportable transactions were reported, we believe that, during 2025, our directors, executive officers, and 10% stockholders timely filed all reports that were required to be filed under Section 16(a)."}