Getty Images Holdings, Inc.
For the period ended Oct 8, 2026. Filed Aug 28, 2026.
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Oct 8, 2026 · Filed Aug 28, 2026
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Contents
Audit Committee
The functions of our Audit Committee include, among other things:
evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;
reviewing our financial reporting processes and disclosure controls;
reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;
reviewing the quality and adequacy of our internal control policies and procedures, including the responsibilities, budget and staffing of our internal audit function;
reviewing with the independent auditors, and internal audit department, if applicable, the annual audit plan;
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;
monitoring the rotation of the lead partner of our independent auditor on our engagement team as required by law;
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;
reviewing our annual and quarterly financial statements and reports, including the disclosures contained in Management’s Discussion and Analysis of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and discussing the statements and reports with our independent auditors and management;
reviewing with our independent auditors and management significant issues in internal audit reports and responses by management;
reviewing with management and our auditors any earnings press releases and other public announcements related to financials;
establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
preparing the report that the SEC requires in our annual proxy statement;
reviewing and providing oversight of any related person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal, regulatory and ethical responsibilities;
reviewing our major financial risk exposures; and
reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee Charter.
Our Audit Committee consists of Tracy Knox, Elizabeth Abrams and Jeffrey Titterton. Ms. Schneider and Mr. Quella served as members of the Audit Committee until their resignations on July 20, 2026 and April 1, 2026, respectively. Our Board of Directors has determined that each of the members of our Audit Committee, and each of Ms. Schneider and Mr. Quella during his or her tenure, 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.
Tracy Knox serves as the chair of our Audit Committee. Our Board of Directors has determined that Ms. Knox 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.
Our 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.
Our Board of Directors adopted a written charter for our Audit Committee, which is available on our corporate website athttps://investors.gettyimages.com/. The information on any of our websites is deemed not to be incorporated in this proxy statement.
During 2025, our Audit Committee met six times and acted by unanimous written consent three times.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.