{"url_path":"/sec/gety/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation","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":5378,"has_tables":true,"body_markdown":"Item 11.    Executive Compensation\n\nWe are an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act, and a “smaller reporting company,” as defined under the Securities Act. As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation rules applicable to smaller reporting companies, which require compensation disclosure for our principal executive officer and our next two most highly compensated executive officers (other than our principal executive officer) as of the end of the last completed fiscal year (collectively, the “Named Executive Officers” or “NEOs”). Also, as an emerging growth company, and smaller reporting company, we are not required to include, and have not included, a Compensation Discussion and Analysis and certain of the other compensation tables required by Item 402 of Regulation S-K. Further, as an emerging growth company, and smaller reporting company, we are exempt from certain other requirements related to executive compensation, including the requirement to hold advisory votes on the compensation of our Named Executive Officers, the requirement to disclose a CEO pay ratio and the requirement to disclose “pay versus performance” information, as applicable.\n\nThe following executives were our Named Executive Officers as of December 31, 2025:\n\n•Craig Peters, our Chief Executive Officer (“CEO”);\n\n•Nate Gandert, our Senior Vice President and Chief Technology Officer; and\n\n•Gene Foca, our Senior Vice President and Chief Marketing and Revenue Officer.\n\nTo achieve our compensation objectives, we historically have provided our executives with a compensation package consisting of the following elements:\n\nCompensation Element Compensation Purpose\n\nBase Salary Provide a fixed level of cash compensation to attract, retain and reward talented and skilled executives that is competitive for such individuals specific to scope and impact of their job responsibilities and our industry.\n\nAnnual Cash Bonus (“Non-Sales Bonus Plan”)\nIncentivize and reward our executives for annual contributions to our performance by tying to both corporate and individual performance metrics.\n\nLong-Term Incentive Compensation Promote an ownership culture and the maximization of long-term stockholder value by aligning the interests of our executives and stockholders.\n\n14\n\n2025 Summary Compensation Table\n\nThe following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2025 and December 31, 2024.\n\nNamed Executive OfficerYear\nSalary\n\n($)(1)\n\nBonus\n\n($)\n\nStock\n\nAwards\n\n($)(2)\n\nOption\n\nAwards\n\n($)(2)\n\nNon-Equity\n\nIncentive Plan\n\nCompensation\n\n($)(3)\n\nAll Other\n\nCompensation\n\n($)(4)(5)\n\nTotal\n\n($)\n\nCraig Peters,2025979,483 — 1,315,500 — 1,475,475 23,037 3,793,495 \n\nChief Executive Officer and Director2024887,817 — 2,751,673 — 1,159,791 22,375 4,821,656 \n\nNathaniel Gandert,2025567,708 — 371,917 — 355,522 16,637 1,311,514 \n\nSenior Vice President and Chief Technology Officer2024545,625 — 909,516 — 275,000 16,061 1,746,202 \n\nGene Foca,2025535,625 — 371,917 — 268,151 18,571 1,194,264 \n\nSenior Vice President and Chief Marketing and Revenue Officer2024522,083 — 926,485 — 250,000 18,601 1,717,169 \n\n_________________________\n\n(1)Reflects base salary actually paid in 2025 and 2024. See “— Base Salary” below for more information.\n\n(2)Amounts represent the grant date fair value of the stock units granted to our Named Executive Officers, as computed in accordance with FASB ASC Topic 718, excluding estimated forfeitures. See “Note 14  —  Equity-Based Compensation” in our consolidated financial statements included in the Original Form 10-K for the assumptions used in computing the grant date fair value of such awards. For 2025 and 2024, the amounts reported in the “Stock Awards” column include grant date fair values of the RSUs, and the grant date fair values of the PSUs of $1,225,000, $326,667 and $326,667 granted to Messrs. Peters, Gandert and Foca, respectively. These amounts represent the third and second annual tranches, respectively, equal to one-third of the units subject to an award with a three-year performance period. The performance metrics for each tranche are selected and approved annually. Consequently, in accordance with FASB ASC Topic 718, only the third and second tranches for which the performance metrics were approved for 2025 and 2024, respectively, are considered granted in 2025 and 2024 and reported in the table. The full intended target value of the PSUs is $3,675,000, $980,000 and $980,000 for Messrs. Peters, Gandert and Foca, respectively.\n\n(3)Amounts represent non-equity incentive plan compensation earned in 2025 and paid in 2026 to each Named Executive Officer pursuant to the Non-Sales Bonus Plan. See “— Non-Sales Bonus Plan (Annual Cash Bonus Plan)” below for more information.\n\n(4)Amounts for 2025 represent reportable income on our split-benefit life insurance policies ($4,424, $1,790 and $2,923 for Messrs. Peters, Gandert and Foca, respectively) and a tax gross up for such income ($4,613, $577 and $1,648 for Messrs. Peters, Gandert and Foca, respectively), and employer matching contributions under our Section 401(k) profit sharing plan ($14,000 each for Messrs. Peters, Gandert and Foca).\n\n(5)Amounts for 2024 represent reportable income on our split-benefit life insurance policies ($4,198, $1,711 and $3,070 for Messrs. Peters, Gandert and Foca, respectively) and a tax gross up for such income ($4,377, $550 and $1,731 for Messrs. Peters, Gandert and Foca, respectively), and employer matching contributions under our Section 401(k) profit sharing plan ($13,800 each for Messrs. Peters, Gandert and Foca).\n\nNarrative Disclosure to 2025 Summary Compensation Table\n\nFor 2025, the compensation program for our Named Executive Officers consisted of base salary, a cash bonus opportunity under our Annual Cash Bonus Plan, and long-term incentive compensation in the form of equity awards. In addition, our Named Executive Officers were covered by Company-sponsored executive life and disability benefits and were eligible to participate in any employee benefit programs generally available to all our employees.\n\n15\n\nBase Salary\n\nBase salary is set at a level that reflects the remit, scope, and impact of the role and is commensurate with our Named Executive Officer’s contributions, prior experience, and sustained performance. Initial base salaries are established through arm’s-length negotiation at the time the individual Named Executive Officer is hired, taking into consideration any relevant factors as well as experience and an analysis of competitive market data. Thereafter, our Compensation Committee has generally reviewed, and adjusted as necessary, base salaries for each of our Named Executive Officers, at a minimum annually and whenever there is a change in the scope of the Named Executive Officer’s role. In setting base salary levels for 2025, our Compensation Committee considered a range of factors, including:\n\n•the individual’s anticipated responsibilities and experience;\n\n•the collective experience and knowledge in compensating similarly situated individuals at other companies, including those in our selected peer group, informed by the Radford Global Technology and Radford Global Sales compensation surveys; and\n\n•the value of the Named Executive Officer’s existing equity awards.\n\nNon-Sales Bonus Plan (“Annual Cash Bonus Plan”)\n\nWe maintain the Annual Cash Bonus Plan for our non-sales employees, including our Named Executive Officers. Like our other non-sales employees, in 2025, our Named Executive Officers received a target bonus opportunity reflected as a percentage of their base salaries, as applicable. Typically, their actual annual cash bonus payment is based on individual performance, provided the Company meets its performance measure target.\n\nFor 2025, the Annual Cash Bonus Plan was approved by our Board of Directors on February 5, 2025. For purposes of the 2025 Annual Cash Bonus Plan, our Board approved revenue and pre-bonus Adjusted EBITDA less Capex as the Company performance measures. For purposes of the Annual Cash Bonus Plan, Adjusted EBITDA less Capex is Net Income less (i) depreciation and amortization, (ii) loss and recovery on litigation, net of recovery, (iii) other operating expenses (net), (iv) interest expense, (v) fair value adjustments, foreign exchange and other non-operating (expense) income (net), (vi) loss on extinguishment of debt, (vii) income tax expense (benefits), (viii) equity-based compensation expense, net of capitalization and (ix) capital expenditures. Further, the CEO evaluated the individual performance of each other Named Executive Officer, taking into consideration such executive’s achievement of the objectives and key performance indicators for his role, an evaluation of his performance as measured against Getty Images’ Leadership Principles, and his contribution to the overall success of Getty Images. In the case of our CEO, his individual performance was evaluated by our Board of Directors.\n\nOur Compensation Committee evaluated the Company’s performance against the company performance component and each individual NEO’s performance against his or her individual performance component following the end of the year and exercised its discretion to determine the amount to be paid based on the level of achievement of the company performance component and the amount to be paid based on our NEOs’ individual performance and approved the amount of each NEO’s annual bonus as set forth in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. The CEO's amount was also approved by our Board of Directors.\n\nLong-Term Incentive Compensation\n\nIn 2022, our Board of Directors adopted, and our then stockholder approved, the Getty Images Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), the Getty Images Holdings, Inc. 2022 Earn Out Plan (the “Earn Out Plan”) and the Getty Images Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP” and together with the 2022 Plan and the Earnout Plan, the “Equity Incentive Plans”). The purpose of the Equity Incentive Plans is to align the interests of eligible participants with our stockholders by providing long-term incentive compensation opportunities in the form of time-based equity awards and/or equity awards tied to the Company’s performance based on relevant Company metrics. The intent of the Equity Incentive Plans is to advance the Company’s interests and increase stockholder value by attracting, retaining and motivating key personnel.\n\nThe 2012 equity incentive plans of our predecessors (the “2012 Equity Plans”) were adopted on October 18, 2012, as amended from time to time (including most recently on September 1, 2021). Although the 2012 Equity Plans were terminated in 2022 in connection with the business combination pursuant to which we became a public company, they will continue to govern the terms and conditions of any outstanding awards previously granted thereunder. See “— Securities Authorized for Issuance Under Equity Compensation Plans” below.\n\n16\n\nIn 2025, our Compensation Committee determined to grant our Named Executive Officers both RSUs and PSUs. Please see the “— Outstanding Equity Awards at 2025 Fiscal Year-End” table and “— Potential Payments Upon Termination or Change in Control” below for a description of the vesting, termination of employment and change in control treatment of the awards granted in 2025.\n\nTiming of Stock Option and other Equity Award Grants\n\nAlthough we do not have a formal policy regarding the timing of stock option grants to our NEOs, we do not grant stock options or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option or other equity award grant dates for the purpose of affecting the value of any NEO award. During our 2025 fiscal year, none of our NEOs were granted any options to purchase shares of our Class A common stock.\n\nSection 401(k) Plan\n\nWe sponsor a tax-qualified Section 401(k) profit-sharing plan (the “401(k) Plan”) for all U.S. employees, including our Named Executive Officers. Our full-time U.S. employees are eligible to participate in the 401(k) Plan and may contribute up to a specified percentage of their base salary to the 401(k) Plan. We make “safe harbor” matching contributions to the 401(k) Plan on behalf of eligible U.S. employees who are eligible to participate in the 401(k) Plan. We match 4% of a participant’s base salary deferrals. The total matching contribution does not exceed the match allocated based on IRS annual compensation limits.\n\nPension Benefits and Nonqualified Deferred Compensation\n\nNone of our Named Executive Officers participated in any defined benefit pension plans in 2025.\n\nNone of our Named Executive Officers participated in any non-qualified deferred compensation plans, supplemental executive retirement plans, or any other unfunded retirement arrangements in 2025.\n\nOther Benefits and Perquisites\n\nWe offer health and welfare benefits to our Named Executive Officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; short-term and long-term disability insurance; a health savings account and flexible spending accounts. Additionally, some executives, including our Named Executive Officers, may receive transit subsidies and are eligible for our split-benefit life insurance policies and executive disability insurance.\n\nCurrently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him more efficient and effective and for recruitment and retention purposes. During 2025, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, equal to $10,000 or more for any individual.\n\nEmployment Agreements\n\nWe have entered into employment agreements with each of our Named Executive Officers that generally set forth the terms and conditions of their employment, including base salary, target annual cash bonus opportunities, the opportunity to participate in our equity incentive plans and standard employee benefit plan participation. In addition, the Named Executive Officer employment agreements also contain provisions for certain payments and benefits in connection with certain terminations of employment, including a termination of employment in connection with a change in control of Getty Images as described further in “— Potential Payments upon Termination or Change in Control” below.\n\nMr. Peters\n\nWe entered into an amended and restated employment agreement with Mr. Peters as of July 1, 2015, providing that commencing on December 31, 2017, and on each annual anniversary thereafter, the employment term would be automatically extended for an additional one-year term unless we or Mr. Peters provide three months’ notice not to renew the employment agreement term. Subsequently, the employment agreement was amended on January 27, 2017 (to adjust the target annual cash bonus percentage), on November 3, 2017 (to extend its term until December 31, 2020, subject to automatic one-year extensions unless either party provided three months’ notice of non-renewal), and on January 1, 2019\n\n17\n\n(to elevate Mr. Peters to the position of Chief Executive Officer, adjust his base salary, and to extend its term until December 31, 2021, subject to automatic one-year renewals unless either party provides three months’ notice of non– renewal). On April 1, 2020, we amended Mr. Peters’ employment agreement to reduce his base salary in response to the COVID-19 pandemic and make other corresponding adjustments, and on October 1, 2020 we further amended his employment agreement to restore his base salary to its pre-COVID-19 pandemic level and make other corresponding adjustments. Effective January 1, 2024, we amended Mr. Peters’ employment agreement to reduce his base salary and make other corresponding adjustments, and, effective January 1, 2025, we amended Mr. Peters’ employment agreement to re-instate his base salary and make other corresponding adjustments.\n\nAdditionally, his employment agreement sets forth his duties as well as his annual base salary (which as of December 31, 2025 is $983,650 and subject to annual review by our Board of Directors), a target annual cash bonus award opportunity in an amount equal to a percentage of his annual base salary (currently 75%), the opportunity to participate in our equity incentive plan, and participation in our employee benefit plans on a no less favorable basis as those benefits are generally made available to the other senior executives of Getty Images. The employment agreement also contains certain restrictive covenants involving non-solicitation, non-competition, confidentiality of information, and the treatment and ownership of intellectual property arising during his employment with Getty Images. Further, the employment agreement provides for the rights and responsibilities of the parties in the event of certain terminations of Mr. Peters’ employment, as further described in “— Potential Payments upon Termination or Change in Control” below.\n\nMr. Gandert\n\nWe entered into an employment agreement with Mr. Gandert as of June 1, 2016, providing that commencing on December 31, 2019, and on each annual anniversary thereafter, the employment term would be automatically extended for an additional one-year term unless we or Mr. Gandert provide three months’ notice not to renew the employment agreement term. On April 1, 2020, we amended Mr. Gandert’s employment agreement to reduce his base salary in response to the COVID-19 pandemic and make other corresponding adjustments, and on October 1, 2020, we further amended his employment agreement to restore his base salary to its pre-COVID-19 pandemic level and make other corresponding adjustments.\n\nThe employment agreement sets forth Mr. Gandert’s position as Chief Technology Officer and duties as well as his annual base salary (which as of December 31, 2025 is $575,000 and subject to annual review by our Compensation Committee and Board of Directors), a target annual cash bonus award opportunity in an amount equal to a percentage of Mr. Gandert’s annual base salary (currently 50%), the opportunity to participate in our equity incentive plans and participation in our employee benefit plans that are no less favorable than those generally made available to other senior executives of Getty Images. The employment agreement also contains certain restrictive covenants involving non-solicitation, non-competition, confidentiality of information, and the treatment and ownership of intellectual property arising during his employment with Getty Images. Further, the employment agreement provides for the rights and responsibilities of the parties in the event of certain terminations of Mr. Gandert’s employment, as further described in “— Potential Payments upon Termination or Change in Control” below.\n\nMr. Foca\n\nWe entered into an employment agreement with Mr. Foca as of January 3, 2017, providing that commencing on December 31, 2019, and on each annual anniversary thereafter, the employment term would be automatically extended for an additional one-year term unless we or Mr. Foca provide three months’ written notice not to renew the employment agreement term. On April 1, 2020, we amended Mr. Foca’s employment agreement to reduce his base salary in response to the COVID-19 pandemic and make other corresponding adjustments, and on October 1, 2020, we further amended his employment agreement to restore his base salary to its pre-COVID-19 pandemic level and make other corresponding adjustments. On May 1, 2023, we amended Mr. Foca’s employment agreement to reflect his new title.\n\nThe employment agreement sets forth Mr. Foca’s position as Senior Vice President, Chief Marketing and Revenue Officer and duties as well as his annual base salary (which as of December 31, 2025 is $540,000 and subject to annual review by our Compensation Committee and Board of Directors), a target annual cash bonus award opportunity in an amount equal to a percentage of Mr. Foca’s annual base salary (currently 50%), the opportunity to participate in our equity incentive plans and participation in our employee benefit plans that are no less favorable than those generally made available to other senior executives of Getty Images. The employment agreement also contains certain restrictive covenants involving confidentiality of information, and the treatment and ownership of intellectual property arising during his employment with Getty Images. Further, the employment agreement provides for the rights and responsibilities of the parties in the event of certain terminations of Mr. Foca’s employment, as further described in “— Potential Payments upon Termination or Change in Control” below.\n\n18\n\nOutstanding Equity Awards at 2025 Fiscal Year-End Table\n\nThe following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025:\n\nNamed Executive OfficerGrant\nDate\nNumber of\nsecurities\nunderlying\nunexercised\noptions\n(#)\n(Exercisable)\nNumber of\nsecurities\nunderlying\nunexercised\noptions\n(#)\n(Unexercisable)\nOption\nexercise\nprice\n($)\nOption\nexpiration\ndate\nNumber of shares or units of stock that have not vested\n(#)\nMarket value of shares or units of stock that have not vested (4)(5)\n($)\nEquity Incentive Plan Awards: Number of unearned shares, units, or other rights that have not vested (5)(6)\n(#)\nEquity Incentive Plan Awards: Market or payout value of unearned shares, units, or other rights that have not vested (5)(6)\n($)\n\nCraig Peters, Chief Executive Officer2/26/201771,869 (1)— 3.13 2/25/2027— — — — \n\n2/26/2017127,420 (1)— 3.13 2/25/2027— — — — \n\n2/26/2017172,264 (1)— 3.13 2/25/2027— — — — \n\n3/1/20171,565,691 (1)— 3.13 2/28/2027— — — — \n\n4/10/20191,758,203 (1)— 2.74 4/9/2029— — — — \n\n4/10/2019939,415 (1)— 2.74 4/9/2029— — — — \n\n3/16/2023458,750 (2)41,250 6.00 3/15/203361,875 (2)82,913 — — \n\n3/16/2023458,750 (2)41,250 8.00 3/15/2033— — — — \n\n3/16/2023458,750 (2)41,250 10.00 3/15/2033— — — — \n\n7/11/2024— — — — 66,500 (3)89,110 66,500 89,110 \n\n5/29/2025— — — — 50,000 (4)67,000 50,000 67,000 \n\nNate Gandert, Senior Vice President and Chief Technology Officer2/26/201713,996 (1)— 3.13 2/25/2027— — — — \n\n2/26/201729,535 (1)— 3.13 2/25/2027— — — — \n\n2/26/201739,938 (1)— 3.13 2/25/2027— — — — \n\n3/1/2017488,216 (1)— 3.13 2/28/2027— — — — \n\n4/10/2019986,117 (1)— 2.74 4/9/2029— — — — \n\n4/10/2019292,930 (1)— 2.74 4/9/2029— — — — \n\n3/16/2023458,750 (2)41,250 4.90 3/15/203316,500 (2)22,110 — — \n\n7/11/2024— — — — 33,250 (3)44,555 33,250 44,555 \n\n5/29/2025— — — — 25,000 (4)33,500 25,000 33,500 \n\nGene Foca, Senior Vice President and Chief Marketing and Revenue Officer3/1/2017639,523 (1)— 3.13 2/28/2027— — — — \n\n4/10/20191,029,047 (1)— 2.74 4/9/2029— — — — \n\n3/16/2023229,375 (2)20,625 4.90 3/15/203316,500 (2)22,110 — — \n\n7/11/2024— — — — 33,250 (3)44,555 33,250 44,555 \n\n5/29/2025— — — — 25,000 (4)33,500 25,000 33,500 \n\n_________________________\n\n(1)The stock option awards vest over four years, with 25% of the total number of shares subject to the option vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in equal quarterly installments thereafter. In addition, the stock option will fully vest and become fully exercisable upon a Change in Control (as defined in the option agreement) of Getty Images subject to the understanding that the Business Combination did not constitute a change in control for purposes of the option agreement.\n\n(2)One third of the stock option awards and RSUs vested on March 20, 2024, with the remaining vesting in substantially equal quarterly installments for the following two years.\n\n19\n\n(3)RSUs vest in four quarterly installments starting March 2026.\n\n(4)RSUs vest in four quarterly installments starting March 2027.\n\n(5)Amounts are represented at a market value based upon the closing price of the Class A common stock on December 31, 2025, of $1.34 per share.\n\n(6)The PSUs from the annual equity awards granted in fiscal years 2024 and 2025 for which the performance criteria have not been established as of December 31, 2025, have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718.\n\nPotential Payments Upon Termination or Change in Control\n\nEach of the Named Executive Officer’s employment agreements provides for severance payments and benefits upon certain terminations of employment with Getty Images and its affiliates, as described further below. Each Named Executive Officer’s rights with respect to his or her equity participation in Getty Images or its affiliates is governed by the applicable equity documents (as defined in the respective employment agreement) and the Named Executive Officer’s rights with respect to employee benefits will be governed by the documents governing such employee benefits.\n\nAs provided in the applicable employment agreement, upon the termination of a Named Executive Officer’s employment term and his or her employment by us for “cause” or due to his or her resignation without “good reason” (as each such term is defined in his or her respective employment agreement), the Named Executive Officer will be entitled to receive his or her base salary through the date of termination, any annual bonus earned, but unpaid, as of the termination date for the immediately preceding fiscal year, reimbursement for any unreimbursed business expenses that have been properly incurred by him or her prior to the termination date and that are or have been submitted in accordance with the applicable Getty Images policy, and such employees benefits (as defined in his or her employment agreement), if any, that the Named Executive Officer may be entitled under our employee benefit plans, which will not include payment for any unused vacation or paid time off, as applicable, unless required by applicable law (all of the amounts described in this sentence are referred to the “Accrued Rights”).\n\nUpon the termination of a Named Executive Officer’s employment term and his or her employment due to the Named Executive Officer’s “death” or “disability” (as each such term is defined in his or her respective employment agreement), the Named Executive Officer will be entitled to receive the Accrued Rights and his or her estate will benefit from a term life insurance policy provided by Getty Images and intended to provide a payment of a death benefit equal to the “base severance” (as defined below).\n\nIn the event that a Named Executive Officer’s employment term and his or her employment is terminated by Getty Images without “cause” or by the Named Executive Officer for “good reason” (as each such term is defined in his or her respective employment agreement), the Named Executive Officer will be entitled to receive, in addition to the Accrued Rights, and subject to his or her execution and non-revocation of a release of claims in a form acceptable to Getty Images as provided in his or her employment agreement and continued compliance with the following restrictive covenants set forth in his or her employment agreement:\n\n•payments totaling in the aggregate (i) the sum of (x) 150% (200% in the case of Mr. Peters) of the Named Executive Officer’s base salary and (y) 150% (200% in the case of Mr. Peters) of the Named Executive Officer’s target annual cash bonus opportunity in respect of the fiscal year that the termination date occurs or (ii) in the case of Mr. Peters, his base salary and target annual cash bonus opportunity for the period from the termination date through the last day of the employment term, if greater than such amount in (i), in each case, payable over a 18-month (24- month in the case of Mr. Peters) period (such amounts, the “Base Severance”); and\n\n•continued coverage under our group health and welfare plans for a period until the later of 18 months (24 months in the case of Mr. Peters) following the termination date on the same basis (including payment of monthly premiums) as provided by us to senior-level executives (or, a monthly payment in an amount equal to our cost of providing such benefit if this benefit would trigger adverse tax consequences), which will be discontinued if the Named Executive Officer becomes eligible for similar benefits from a successor employer (the “Continued Health Benefits”).\n\nIn the event that a Named Executive Officer elects not to extend the employment term of his or her employment agreement, unless terminated earlier, he or she will be entitled to receive the Accrued Rights. In the event we elect not to extend the employment term of a Named Executive Officer’s employment agreement, unless terminated earlier, he or she will be entitled to receive the Accrued Rights and, subject to the Named Executive Officer’s execution and non-revocation of a release of claims in a form acceptable to us as provided in the employment agreement, the Continued Health Benefits\n\n20\n\nand equal payments totaling in the aggregate the base severance payable over an 18-month (24-month in the case of Mr. Peters) period.\n\nNon-Employee Director Compensation\n\nIn 2025, four of our non-employee directors received compensation (cash retainers, equity awards, fees or other compensation) for service on our Board of Directors. Our Board of Directors expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors.\n\nOn February 27, 2023, our Board of Directors adopted our Non-Employee Directors Annual Compensation Program designed to align compensation with business objectives and the creation of stockholder value, while enabling Getty Images to attract, retain, incentivize and reward directors who contribute to the long-term success of the Company. Pursuant to this policy, each member of our Board of Directors who is not our employee nor Mark Getty, Chinh Chu, Patrick Maxwell, Brett Watson, or Michael Harris, is eligible to receive the following compensation for his or her service as a member of our Board of Directors:\n\n•Cash Fees. Commencing on July 22, 2022, an annual cash retainer of $40,000 per year. The chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receive cash retainers in the amount of $20,000, $15,000, and $10,000, respectively, for his or her respective committee service as a chair. Members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee receive cash retainers in the amount of $10,000, $7,500, and $5,000 respectively. All cash fees shall be pro-rated for the director’s time served on our Board of Directors; and\n\n•Equity. Eligible directors will receive a grant of RSUs equal to the grant value of $390,000 at the time of grant, with a four-year vesting period, subject to the director’s continued service on our Board of Directors. For the initial grant, 25% of the RSUs vest on the first anniversary of the date of grant, and the remaining 75% vest in equal quarterly installments thereafter. Directors will receive a new grant every four years. Directors with existing stock options were not issued a new grant at the time of the approval of the program.\n\nOur policy is to reimburse our non-employee directors for reasonable out of pocket expenses incurred that are integrally related to service as a member of our Board of Directors, including travel and lodging expenses related to attendance at meetings or performing other services in their capacities as directors.\n\nThe following table sets forth information regarding the compensation earned by or paid to the non-employee members of our Board of Directors during the year ended December 31, 2025.\n\n2025 Director Compensation Table\n\nName\nTotal Fees\n\nearned or\n\npaid in cash\n\n($)\n\nStock\n\nAwards\n\n($)(1)(2)\n\nAll Other\n\nCompensation\n\n($)\n\nTotal Amount\n\n($)\n\nChinh Chu— — — — \n\nMark Getty— — — — \n\nMichael Harris— — — — \n\nTracy Knox\n60,000 — — 60,000 \n\nPatrick Maxwell— — — — \n\nJames Quella(3)\n50,000 — — 50,000 \n\nHilary Schneider57,500 — — 57,500 \n\nJeffrey Titterton40,000 — — 40,000 \n\nBrett Watson— — — — \n\n(1)    Amounts represent the grant date fair value of the stock awards granted to our non-employee directors, as computed in accordance with FASB ASC Topic 718, excluding estimated forfeitures. See “Note 14 — Equity-Based Compensation’ to our audited consolidated financial statements contained in the Original Form 10-K for the assumptions used in computing the grant date fair value of such awards.\n\n(2) The table below presents the number of outstanding and unexercised stock option awards and the number of outstanding RSUs held by each of the non-employee directors as of December 31, 2025.\n\n21\n\n(3)    James Quella resigned from our Board of Directors on April 1, 2026.\n\nName\n\nNumber of Shares\n\nSubject to Outstanding\n\nOptions\n\nNumber of RSUs\n\nTracy Knox\n—106,268\n\nJames Quella(3)\n—38,086\n\nHilary Schneider\n213,175—\n\nJeffrey Titterton\n—38,086\n\nSecurities Authorized for Issuance Under Equity Compensation Plans\n\nThe table below provides information about our shares of Class A common stock that may be issued upon the exercise of options and RSUs under all of our existing equity compensation plans as of December 31, 2025.\n\nPlan Category\nNumber of\n\nsecurities to be\n\nissued upon exercise\n\nof outstanding\n\noptions, warrants\n\nand rights\n\n(#)\n\n(a)\n\nWeighted-average\n\nexercise price of\n\noutstanding options,\n\nwarrants and rights\n\n($)\n\n(b)\n\nNumber of\n\nsecurities remaining\n\navailable for future\n\nissuance under equity\n\ncompensation plans\n\n(excluding securities\n\nreflected in column (a))\n\n(#)\n\n(c)\n\nEquity compensation plans approved by security holders:\n\n2022 Equity Incentive Plan34,534,945\n(1)\n$3.50 \n(2)\n2,005,612\n\n2022 Employee Share Purchase Plan—$— 1,819,346\n\n2022 Earn Out Plan—$— 20,856\n\nEquity compensation plans not approved by security holders(3)\nN/AN/AN/A\n\nTotal\n\n_________________________\n\n(1)Represents shares subject to outstanding awards granted, of which (i) 9,956,479 shares of Class A common stock are subject to outstanding RSUs and PSUs and (ii) 24,578,466 shares of Class A common stock are subject to outstanding stock options.\n\n(2)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted shares or RSUs and PSUs, which have no exercise price.\n\n(3)As of December 31, 2025, there were no equity compensation plans not approved by security holders under which equity securities of the Company were authorized for issuance."}