Hilary Schneider
About Hilary Schneider
Hilary Schneider (age 64) is an independent Class III director of Getty Images Holdings, Inc. and has served on the Board since 2020; she is nominated for re‑election at the 2025 annual meeting to serve until the 2028 meeting . She is the former Chief Executive Officer and Strategic Advisor to the board of Shutterfly (since 2020), and previously served as CEO of Wag! (2018–2019), President/CEO of LifeLock, held executive roles at Yahoo! (2006–2010), and senior leadership roles at Knight Ridder (2002–2005); she holds a B.A. in Economics from Brown University and an M.B.A. from Harvard Business School . The Board has determined she is independent under NYSE and SEC standards, and she is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shutterfly | Former CEO and Strategic Advisor to the board | Since 2020 | CEO/strategic oversight of an e‑commerce/manufacturing platform |
| Wag! | Chief Executive Officer | 2018–2019 | Led largest U.S. on‑demand mobile dog care service |
| LifeLock | President and CEO | Not specified (through IPO and sale to Symantec) | Led public listing and sale |
| Yahoo! | Series of executive positions | 2006–2010 | Senior operating leadership in internet/media |
| Knight Ridder | Several senior leadership roles | 2002–2005 | Newspaper/media leadership |
External Roles
| Organization | Exchange/Ticker | Role | Since | Committees (if disclosed) |
|---|---|---|---|---|
| Vail Resorts, Inc. | NYSE: MTN | Director | Since 2010 | Not disclosed |
| DigitalOcean Holdings, Inc. | NYSE: DOCN | Director | Since 2010 | Not disclosed |
| Sleep Number Corporation | NASDAQ: SNBR | Director | Since 2023 | Not disclosed |
| water.org | — (non‑profit) | Director | Since 2011 | Not disclosed |
Board Governance
- Independence: The Board determined all directors other than CEO Craig Peters and Chair Mark Getty are independent; Schneider is independent for Board and committee service .
- Committees: Audit Committee member; Compensation Committee member .
- Financial expertise: The Board designated Schneider as an “audit committee financial expert”; all Audit members are financially literate .
- Attendance: In 2024, the Board met seven times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Chair and CEO roles are separated; independent directors meet in executive session at least annually .
- Anti‑hedging/pledging: Company policy prohibits directors from hedging or pledging company stock .
- Clawback: An incentive‑based compensation recovery policy was adopted effective October 2, 2023, in line with SEC/NYSE rules .
- Compensation Committee process: Independent Compensation Committee (members: Brett Watson—Chair, Chinh Chu, Hilary Schneider) engaged Compensia, Inc. as its independent consultant in 2024; Compensia reviewed executive and director compensation and provided no other services .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees paid to Schneider | $62,005 | Aggregate of Board/committee retainers per policy; actual paid amount disclosed in proxy |
| Program rates (policy) | $40,000 annual Board retainer; Audit member $10,000; Compensation member $7,500; Audit Chair $20,000; Comp Chair $15,000; N&CG Chair $10,000; N&CG member $5,000 | Schneider serves on Audit and Compensation as a member, not chair |
Note: Program rates would imply $57,500 for a non‑chair serving on Audit and Compensation; the Company disclosed $62,005 in cash fees actually paid to Schneider for 2024. The proxy does not itemize the difference .
Performance Compensation (Director)
| Equity Vehicle | 2024 Grant to Schneider | Vesting | Terms/Notes |
|---|---|---|---|
| Annual RSUs for eligible directors (policy) | Program provides RSUs with $390,000 grant value, 4‑year vesting, refreshed every 4 years; directors with existing options did not receive initial RSU grant at adoption | 25% at 1‑year, then quarterly over 3 years (initial grants) | Time‑based; not performance‑based |
| 2024 Stock awards to Schneider | None disclosed | — | 2024 director compensation table shows no 2024 stock award for Schneider |
No director‑level performance metrics (TSR, revenue, ESG) are disclosed for Schneider’s compensation; the director equity program is time‑based RSUs, and Schneider’s 2024 equity line is blank. She continues to hold legacy stock options as detailed below .
Other Directorships & Interlocks
- Current public boards: Vail Resorts (MTN), DigitalOcean (DOCN), Sleep Number (SNBR); non‑profit water.org .
- Interlocks/conflicts: The proxy discloses no related‑party transactions involving Schneider; related‑party transactions disclosed pertain to other individuals/entities (e.g., Unsplash executives) .
- Stockholder agreements: Board composition and nomination rights are governed by stockholder agreements among major holders; no Schneider‑specific provisions are disclosed .
Expertise & Qualifications
- Sector expertise: Extensive operating leadership in content‑based media, e‑commerce, identity protection, and technology platforms (Shutterfly, Yahoo!, LifeLock) .
- Financial expertise: Designated audit committee financial expert; financially literate per NYSE standards .
- Education: B.A. Economics (Brown University); M.B.A. (Harvard Business School) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common shares owned | 49,549 shares |
| Options exercisable within 60 days | 213,175 shares issuable upon exercise of vested options |
| RSUs outstanding | 0 (not listed for Schneider) |
| Total beneficial ownership | 262,724 shares (<1%) |
| Hedging/pledging | Prohibited by Company policy; no pledges disclosed for Schneider |
Governance Assessment
- Positives: Independent director with deep operating experience; serves on both Audit and Compensation Committees and is designated an audit committee financial expert—supportive of robust financial oversight. Attendance thresholds were met in 2024, and the Company maintains anti‑hedging/anti‑pledging and clawback policies that strengthen alignment and risk controls .
- Alignment: Schneider’s beneficial ownership includes 49,549 common shares and 213,175 vested options; the non‑employee director RSU program is time‑based (not performance‑linked), but hedging/pledging prohibitions mitigate misalignment risk; no pledging by Schneider is disclosed .
- Potential watch items: Multiple outside public boards may constrain time, though 2024 attendance requirements were met; the proxy does not disclose director‑specific ownership guideline multiples or compliance status; director equity grants for Schneider in 2024 are not shown (likely due to legacy option holdings under the program rules) .
- Conflicts: No Schneider‑specific related‑party transactions or legal proceedings are disclosed, reducing governance red‑flag risk in this period .