Getty Images Holdings, Inc.
For the period ended Oct 8, 2026. Filed Aug 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 8, 2026 · Filed Aug 28, 2026
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Contents
Compensation Committee
Our 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:
reviewing and approving the corporate goals and objectives that pertain to the determination of executive compensation;
reviewing and approving the compensation and other terms of employment of our executive officers;
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;
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;
reviewing and establishing stock ownership guidelines for executive officers and non-employee board members;
reviewing and assessing the independence of compensation consultants, independent legal counsel and other advisors;
administering our equity incentive plans;
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;
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;
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;
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
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.
Our Compensation Committee consists of Brett Watson and Chinh Chu. Ms. Schneider served as a member of our Compensation Committee until her resignation on July 20, 2026. Our Board of Directors has determined that each of the members of our Compensation Committee, and Ms. Schneider during her tenure, 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. Our Board of Directors adopted a written charter for the Compensation 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.
The Compensation Committee has engaged Compensia, Inc. as our independent consultant. In 2025, Compensia, Inc. viewed 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. The Compensation Committee reviewed Compensia, Inc.’s independence and determined that there were no conflicts of interest as a result of this engagement.
During 2025, our Compensation Committee met five times and acted by unanimous written consent one time.
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