Gene Foca
About Gene Foca
Gene Foca (age 59) serves as Senior Vice President, Chief Marketing and Revenue Officer at Getty Images (GETY). He joined Getty in 2017 as CMO and, effective May 1, 2023, expanded remit to lead global marketing, sales, ecommerce and communications, overseeing brand portfolio, data science/operations, outbound sales, customer success, and customer service . Prior to Getty, he held senior roles at Amazon (Kindle and retail ecommerce), a brief stint at Fresh Direct (customer marketing), News Digital/News Corp (SVP Marketing, content app launches and subscription marketing), and ~19 years at Time Warner in senior ecommerce and consumer marketing roles . In 2024, the non-sales bonus plan used revenue as the company metric; the company also utilizes PSUs with annually approved metrics—2023 PRSU thresholds were not achieved (no vesting) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amazon | Ecommerce/Kindle leadership roles | 2012–2016 | Drove Kindle and retail ecommerce initiatives |
| Fresh Direct | Customer marketing (brief stint) | Not disclosed | Led customer marketing initiatives |
| News Digital/News Corporation | SVP of Marketing | 2010–2011 | Focused on content app launches and subscription marketing |
| Time Warner (Time Inc.) | Senior ecommerce and consumer marketing leadership roles | 1991–2010 | Led consumer marketing and ecommerce initiatives across Time Inc. properties |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Mr. Foca |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 512,514 | 522,083 |
| Target Bonus % | 50% of base salary | 50% of base salary |
| Actual Non-Equity Incentive Plan ($) | — | 250,000 |
| All Other Compensation ($) | 21,195 | 18,601 |
| Total Compensation ($) | 4,037,317 | 1,717,169 |
Notes:
- 2024 annual bonus plan used company revenue as the performance metric; CEO/Board assessed individual performance and exercised discretion on payouts .
Performance Compensation
Annual Cash Bonus (Non-Sales Bonus Plan)
| Year | Company metric(s) | Target (as % of salary) | Actual payout ($) | Payout mechanics |
|---|---|---|---|---|
| 2023 | No payout disclosed for year; PRSU thresholds not achieved | 50% | — | Individual performance assessed; company component required; no NEI payout for 2023 |
| 2024 | Revenue | 50% | 250,000 | Committee/Board discretion weighted by company and individual performance |
Equity Awards (RSUs/PSUs)
| Grant date | Type | Units outstanding (12/31/24) | Grant date fair value ($) | Performance metric(s) | Vesting schedule |
|---|---|---|---|---|---|
| 3/16/2023 | RSU | 82,500 (unvested) | Included in 2023 Stock Awards $2,874,108 | Annual PSU metrics selected each year; 2023 PRSU threshold not achieved | One-third vested 3/20/2024; remainder vests in equal quarterly installments over following two years (to Mar 2026) |
| 3/16/2023 | PSU (target) | 66,667 | Included in 2023 PRSU target value; thresholds for 2023 not met | Annually selected performance metrics | Performance-based; payout contingent on metrics; not granted under ASC 718 until metrics set |
| 7/11/2024 | RSU | 33,250 | Included in 2024 Stock Awards $926,485 | — | Vests in four quarterly installments starting March 2026 |
| 7/11/2024 | PSU (target) | 33,250 | Included in 2024 Stock Awards $926,485 (PSU tranche included) | Annually selected performance metrics | Performance-based; not granted under ASC 718 until metrics set |
Notes:
- The company uses PSUs with three-year performance periods comprised of annual tranches; only tranches with approved metrics are recognized as granted under ASC 718 .
- The 2024 stock awards fair value includes PSU tranche value ($326,667) for Foca; performance metrics for that tranche were approved in 2024 .
Stock Options
| Grant date | Exercise price ($) | Expiration | Exercisable | Unexercisable | Vesting / CIC treatment |
|---|---|---|---|---|---|
| 3/1/2017 | 3.13 | 2/28/2027 | 639,523 | — | 4-year vesting; 25% at year 1, quarterly thereafter; fully vests upon a Change in Control (Business Combination not a CIC) |
| 4/10/2019 | 2.74 | 4/9/2029 | 1,029,047 | — | 4-year vesting; fully vests upon a Change in Control (per option agreement) |
| 3/16/2023 | 4.90 | 3/15/2033 | 146,875 | 103,125 | One-third vested 3/20/2024; remainder vests quarterly over two years |
Valuation context:
- Outstanding award market values use $2.16/share (GETY closing price on 12/31/2024) . As of that date, the 2017 ($3.13), 2019 ($2.74), and 2023 ($4.90) option strikes were above the share price (underwater), lowering near-term exercise/sale incentives .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Shares owned directly | 379,922 shares |
| Options exercisable (within 60 days) | 1,856,695 shares issuable upon exercise of vested options |
| Total beneficial ownership | 2,236,617 shares; <1% of outstanding |
| Anti-hedging/pledging | Directors/officers prohibited from hedging and pledging company equity; policy also governs trading by insiders |
| Clawback | Incentive-based compensation recovery policy adopted effective Oct 2, 2023 |
| Ownership guidelines | Compensation Committee establishes stock ownership guidelines for executives; specific multiples not disclosed |
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | In place since Jan 3, 2017; auto-renews annually unless either party gives 3 months’ notice; amended May 1, 2023 for current title |
| Current role/title | SVP, Chief Marketing and Revenue Officer (effective May 1, 2023) |
| Base salary | $525,000 as of Dec 31, 2024 (subject to annual review) |
| Target annual bonus | 50% of base salary |
| Benefits/perqs | Standard employee benefits; split-benefit life insurance and executive disability; modest perqs; tax gross-ups on split-benefit life insurance reported (e.g., $1,731 in 2024) |
| Severance (without cause / for good reason) | 150% of base salary + 150% of target bonus, paid over 18 months; plus up to 18 months continued health benefits (or cash equivalent), subject to release and covenants |
| Non-renewal by company | Accrued rights plus same base severance and health continuation as above (18 months), subject to release |
| Death/disability | Accrued rights; term life benefit intended to equal base severance |
| Restrictive covenants | Confidentiality and IP assignment; specific non-compete/non-solicit provisions not disclosed for Mr. Foca (present for certain other executives) |
| Equity CIC treatment | Legacy options provide full vesting upon a Change in Control (Business Combination was not a CIC for these awards) |
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 total comp of ~$1.72M with equity awards ($0.93M) and a $250k cash bonus suggests balanced cash/equity with at-risk components; bonus tied to revenue; PSUs further align pay to performance via annually set metrics .
- Equity design and risk: 2023 PRSU thresholds were not achieved (no vesting), demonstrating downside risk in performance equity; 2024 PSUs granted with metrics set annually (details not disclosed) .
- Vesting cadence and supply: 2023 RSUs and options continue vesting quarterly through March 2026; 2024 RSUs begin quarterly vesting in March 2026—creating known windows of potential share delivery/sale capacity starting 2026, subject to trading policies .
- Options economics: As of 12/31/24, all disclosed option grants were underwater vs. $2.16 share price (strikes $2.74–$4.90), reducing near-term exercise incentives and selling pressure from option exercises .
- Governance features: Anti-hedging/anti-pledging policy and clawback enhance alignment; stock ownership guidelines exist but specific multiples not disclosed .
Equity Award and Vesting Detail (Foca)
| Award | Key terms | Forward vesting milestones |
|---|---|---|
| 3/16/2023 RSU (82,500 unvested at 12/31/24) | Time-based; part of 2023 equity grant; fair value captured in 2023 stock awards | One-third vested 3/20/2024; remainder vests quarterly through March 2026 |
| 3/16/2023 PSU (66,667 target at 12/31/24) | Performance-based; metrics set annually; 2023 tranche did not meet threshold; ASC 718 grant timing depends on metric approval | Payout subject to performance over three-year framework; details not disclosed |
| 7/11/2024 RSU (33,250 unvested) | Time-based; part of 2024 grant; included in 2024 stock awards fair value | Vests in four quarterly installments starting March 2026 |
| 3/16/2023 Options (146,875 ex / 103,125 unex; $4.90; exp 3/15/2033) | One-third vested 3/20/2024; remainder vests quarterly over two years; underwater at 12/31/24 | Quarterly vesting through March 2026 |
| 2017/2019 Legacy Options (exercisable; $3.13/$2.74; exp 2027/2029) | Fully vested; underwater at 12/31/24; accelerate on CIC per legacy option terms | N/A (already vested) |
Say-on-Pay, Peer Group, and Process
- As an emerging growth and smaller reporting company, Getty is exempt from say‑on‑pay, CEO pay ratio, and pay‑versus‑performance disclosures; thus no historical say‑on‑pay results are available .
- Compensation Committee uses Compensia and market surveys (Radford Global Technology and Radford Global Sales) to inform pay levels and structure; specific external peer group constituents were not disclosed in the proxy .
Investment Implications
- Alignment: PSUs and revenue-linked annual bonuses indicate intent to pay-for-performance; 2023 PRSUs did not vest at threshold, evidencing downside risk on performance equity .
- Selling pressure: Time-based RSUs from 2023 continue vesting through March 2026; 2024 RSUs begin quarterly vesting March 2026. These dates create identifiable windows for potential insider sales, subject to blackout policies; options being underwater at 12/31/24 reduce option-exercise driven supply in the near term .
- Retention: Ongoing vesting into 2026 and severance protection (1.5x salary + 1.5x target bonus, plus 18 months benefits) support retention through the integration/strategy period; absence of a disclosed non‑compete for Foca (only confidentiality/IP) could modestly raise long-term retention risk relative to peers with non‑competes .
- Governance risk: Anti-hedging/pledging and a clawback policy mitigate alignment concerns; small personal ownership (<1%) paired with significant vested options/awards keeps upside exposure but not concentrated ownership risk; ownership guideline specifics are not disclosed .