Craig Peters
About Craig Peters
Craig Peters (age 55) is Chief Executive Officer and a director of Getty Images Holdings, Inc. (GETY). He joined Getty Images in 2007 and became CEO in 2019 after roles spanning Content, Product, Marketing, Technology, Business Development, and as COO; prior roles include WireImage, FOX Sports Interactive, the PGA TOUR (Emmy award in 2005), Homestead.com, A.T. Kearney, and Eastman Kodak. Peters holds an MBA from The Wharton School and a BS in Finance from The Ohio State University . GETY reports stable multi‑year fundamentals (see Performance table), and Q2 2025 delivered revenue of $234.9M and adjusted EBITDA of $68.0M as subscriptions mix rose and editorial demand remained solid . Board leadership is separated (Chair vs CEO), and Peters is one of two non‑independent directors (with Mark Getty) on a board otherwise determined independent .
Performance (context):
- Q2 2025 revenue $234.9M; adjusted EBITDA $68.0M; subscription revenue mix 53.5% and retention improved to 93.4% LTM; guidance implies FY25 revenue $931–$968M and adjusted EBITDA $277–$297M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Getty Images | COO; leadership across Content, Product, Marketing, Tech, BD | — | Enterprise-wide operating leadership before CEO promotion |
| WireImage (acq. by Getty Images) | Leadership role | — | Industry/content expertise; pipeline to Getty |
| FOX Sports Interactive | Leadership role | — | Digital media and sports content experience |
| PGA TOUR | Leadership role | 2005 | Emmy for Advanced Media Technology (enhancement of TV content) |
| Homestead.com (acq. by Intuit) | Leadership role | — | Early-stage product/tech operating experience |
| A.T. Kearney | Consultant | — | Strategy/operations background |
| Eastman Kodak | Roles in media/technology | — | Imaging/content industry grounding |
External Roles
- None disclosed for current public company boards or committee roles beyond GETY .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 887,817 | 75% of base (current) | 1,159,791 | 2024 employment amendment reduced base; restored to $983,650 effective 1/1/2025 |
| 2023 | 983,650 | 75% of base (current) | — | No NEIP paid for 2023; large equity awards granted |
Notes:
- Annual Cash Bonus Plan uses company performance (revenue) plus individual performance; CEO assessed by Board .
- GETY is an Emerging Growth Company (EGC) and Smaller Reporting Company; disclosures follow smaller company rules .
Performance Compensation
Annual Incentive (Cash)
| Plan Year | Metric(s) | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| 2024 | Company revenue; individual performance | Not disclosed | Not disclosed | $1,159,791 NEIP paid in 2025 |
| 2023 | PRSUs threshold not achieved; no annual NEIP paid for 2023 | — | — | $0 NEIP for 2023; PRSUs did not vest for 2023 tranche |
- Process: Compensation Committee selected revenue as 2024 company performance measure; Board evaluates CEO’s individual performance .
Long‑Term Incentives (Equity)
| Award Type | Grant Date | Quantity/Target | Vesting / Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 3/16/2023 | 750,000 originally, 309,375 unvested at 12/31/2024 | 1/3 on 3/20/2024; remainder vests quarterly over next 2 years | Included in 2023 stock awards; unvested 309,375 value $668,250 at 12/31/2024 |
| PSU | 3/16/2023 | 500,000 target; 250,000 unearned at 12/31/2024 | 3‑year award; metrics set annually; 2023 tranche not achieved | Included in stock awards; unearned units shown at target |
| RSU | 7/11/2024 | 66,500 | Vests in four quarterly installments starting March 2026 | $143,640 fair value at 12/31/2024 price |
| PSU | 7/11/2024 | 66,500 target | Performance metrics to be set; shown at target | $143,640 shown at 12/31/2024 price |
| Stock Options | 2017, 2019 legacy | Multiple tranches (exercisable) | Typical 25% at 1‑yr then quarterly; fully vest on Change in Control (Business Combination excluded) | N/A; see strikes below |
Option details (selected):
- 2017 options: exercisable tranches at $3.13 (expires 2027); 2019 options at $2.74 (expires 2029) .
- 2023 options (granted 3/16/2023): three tranches at $6.00, $8.00, $10.00 with portions exercisable/unexercisable; time‑based vesting .
Compensation structure trends:
- Shift away from options to RSUs/PSUs in 2024; no options granted to NEOs in 2024 .
- 2023 PRSUs tranche did not meet threshold; no vesting for that tranche, indicating performance rigor .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (sh) | % Outstanding | Direct Shares | Vested Options (within 60 days) | Pledging/Hedging |
|---|---|---|---|---|---|
| Craig Peters | 6,741,173 | 1.6% | 977,561 | 5,763,612 | Company policy prohibits hedging and pledging by officers/directors; no pledging disclosed for Peters |
- Ownership guidelines: The Compensation Committee reviews and establishes guidelines, but specific CEO multiple or compliance status not disclosed in the proxy .
- Option strikes include legacy low‑priced grants (e.g., $2.74, $3.13); potential monetization depends on market price; policy prohibits hedging/pledging which mitigates misalignment risk .
- Upcoming vesting overhang: 2023 RSUs continue to vest quarterly through March 2026; 2024 RSUs vest quarterly starting March 2026 (four installments), creating periodic supply windows .
Employment Terms
- Contract: Amended and restated employment agreement (initial 2015) with auto‑renewal one‑year terms; multiple amendments including CEO elevation (2019), COVID‑related adjustments (2020), 2024 salary reduction, and restoration to $983,650 effective 1/1/2025 .
- Current target bonus: 75% of base salary .
- Restrictive covenants: Non‑compete, non‑solicit, confidentiality, IP provisions (durations not disclosed) .
- Severance (termination without cause/for good reason): 200% of base salary plus 200% of target bonus, payable over 24 months; continued health benefits for 24 months (or cash equivalent); similar treatment if company elects non‑renewal .
- Death/Disability: Accrued rights; company‑provided life insurance benefits to estate equal to base severance .
- Equity on Change in Control: Legacy stock options fully vest on CIC (Business Combination excluded from CIC definition) .
- Clawback: SEC/NYSE‑compliant clawback policy adopted Oct 2, 2023 .
- Anti‑hedging/pledging: Prohibited for directors/officers; entities they control also covered .
Board Governance
- Role: CEO & Director (Class III), director since 2019; age 55 .
- Board independence: All directors independent except Craig Peters and Mark Getty .
- Board leadership: Independent Chair separate from CEO .
- Committees: CEO does not serve on Audit, Compensation, or Nominating committees (consistent with governance best practices) .
- Meeting attendance: In 2024, 7 board meetings; each director attended at least 75% of board and committee meetings; all directors attended 2024 Annual Meeting .
- Director compensation: Non‑employee directors receive $40,000 cash retainer plus committee retainers and periodic RSU grants ($390,000 grant value; 4‑year vest); employee directors (e.g., CEO) are not eligible under this plan .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 926,244,000* | 916,555,000* | 939,287,000* |
| EBITDA ($) | 294,877,000* | 262,480,000* | 263,589,000* |
Values retrieved from S&P Global.*
Recent operating highlights:
- Q2 2025 revenue $234.9M; adjusted EBITDA $68.0M; subscription revenue 53.5% of total; annual subscription retention 93.4% LTM; guidance for FY25 revenue $931–$968M and adj. EBITDA $277–$297M .
- Continued shift toward subscriptions (iStock, Unsplash Plus; Premium Access back above 100% revenue retention), editorial strength (news/sport), and “other” revenue from multi‑year creative content deals including AI rights .
Compensation Structure Analysis
- Mix shift: 2024 featured RSUs/PSUs; no stock options granted to NEOs, lowering risk vs options-heavy 2023; suggests a move to more certain time/performance‑based equity .
- Performance rigor: 2023 PRSU tranche did not meet threshold; no vesting, indicating metrics had teeth .
- Guaranteed vs at‑risk: CEO 2024 cash NEIP paid ($1.16M) tied to revenue and individual performance; 2023 paid $0 NEIP; majority of 2023 total comp driven by equity .
- CIC risk: Legacy options have single‑trigger acceleration on CIC (red flag relative to double‑trigger best practice), though Business Combination explicitly excluded as CIC; treatment of RSUs/PSUs on CIC not disclosed in excerpt .
- Clawback and trading restrictions: SEC/NYSE‑compliant clawback and anti‑hedging/anti‑pledging policies strengthen alignment and curb downside risk behaviors .
Say‑on‑Pay & Shareholder Feedback
- As an EGC/smaller reporting company, GETY is exempt from advisory say‑on‑pay votes and related disclosures (CEO pay ratio; pay vs performance) .
- 2024/2025 Annual Meetings contained director elections and auditor ratification only; 2025 vote results show strong support for Peters’ re‑election (368.2M for vs 0.4M withheld) .
Related Party Transactions and Conflicts
- Board has a formal related‑party transaction policy; approvals by independent, disinterested directors/committee required; screening includes compliance with debt covenants and SEC disclosure rules .
- Stockholders Agreement and nomination rights shape board composition (CEO seat included); changes contingent on ownership thresholds of major holders (Getty family, Koch Icon, CC Capital) .
- No related‑party transactions disclosed for Craig Peters personally in the period reviewed .
Investment Implications
- Alignment: Significant personal equity exposure (977.6k direct shares plus 5.76M vested options) and anti‑hedge/pledge policy suggest high skin‑in‑the‑game and reduced misalignment risk; upcoming RSU/PSU vesting through 2026 could create periodic selling windows, but hedging/pledging bans mitigate adverse signals .
- Pay‑for‑performance: 2023 PRSU tranche did not vest and 2023 bonus was $0; 2024 bonus paid on revenue outcomes with continued use of PSUs/RSUs—constructive framework, with fewer options granted in 2024 .
- Retention/CIC: Severance at 2x salary+bonus and 24‑month benefits is at the high end but standard for CEOs; single‑trigger legacy option acceleration on CIC is a governance watch‑item ahead of any strategic transactions (e.g., Shutterstock merger process) .
- Execution: Q2 2025 demonstrated steady subscriptions momentum and editorial strength; capacity to translate LTIs into long‑term TSR will hinge on sustaining revenue growth and deleveraging (net leverage 4.3x at Q2 2025) while managing capital needs (recent bond/term loan actions) .