Kjelti Kellough
About Kjelti Kellough
Senior Vice President, General Counsel and Corporate Secretary at Getty Images Holdings since 2019; she leads global Legal and Facilities, covering governance, compliance, litigation, IP, corporate matters, and real estate. She joined Getty Images in 2009, served as Vice President, Corporate Counsel from 2012–2019, and is listed among current executive officers (age 51 as of April 15, 2024) . As Corporate Secretary, she signs major SEC filings and transaction documents, evidencing central execution responsibility . Company performance context during her tenure shows modest revenue growth and improved net income from FY2022–FY2024 (see table below) .
Company performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue (USD) | $926,244,000 | $916,555,000 | $939,287,000 |
| EBITDA (USD) | $294,877,000* | $262,480,000* | $263,589,000* |
| Net Income (USD) | -$147,450,000 | $19,339,000 | $39,533,000 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Getty Images | Senior Vice President, General Counsel | 2019–present | Leads global legal and facilities; governance, compliance, litigation, IP, corporate, real estate |
| Getty Images | Vice President, Corporate Counsel | 2012–2019 | Oversaw Americas commercial legal; global support for product/marketing |
| Getty Images | Various Senior Director/Director roles | Pre-2012 | Progressive in-house legal leadership |
| TingleMerrett LLP | Corporate Finance Partner | Pre-2009 | Corporate finance legal expertise |
| Blake, Cassels & Graydon LLP | IP and Corporate Associate | Pre-2009 | Intellectual property and corporate practice |
Fixed Compensation
- Getty Images is an emerging growth and smaller reporting company and discloses compensation only for NEOs (CEO and next two most highly compensated executives); Kellough’s base salary, target bonus, and actual bonus are not disclosed .
Performance Compensation
Annual cash bonus plan (company design; NEO disclosure)
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2023 | Revenue | 50% (corporate component) | Not disclosed | Not met | $0 for NEOs |
| 2023 | YoY currency-neutral adjusted EBITDA (less capex; before bonuses) | 50% (corporate component) | Not disclosed | Not met | $0 for NEOs |
| 2024 | Revenue (company performance measure) | Not disclosed | Not disclosed | Not disclosed | Payouts determined at year-end by Committee/Board |
- Kellough-specific incentive metrics, targets, and payouts are not disclosed; the company’s plan framework above provides context .
Equity award vesting mechanics (company, NEO disclosure; Kellough-specific grants not disclosed)
| Award Type | Vesting | Notes |
|---|---|---|
| Legacy options | 25% at first anniversary; remaining 75% in equal quarterly installments; full vest on change-in-control (Business Combination did not count) | |
| 2023 RSUs/Options | One-third vested March 20, 2024; remainder vest in substantially equal quarterly installments over next two years | |
| 2023 PSUs | Treated as outstanding at target if criteria not yet established as of FY-end | |
| 2024 RSUs/PSUs | RSUs vest in four quarterly installments starting March 2026; PSUs treated as outstanding at target pending criteria |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Company policy prohibits hedging transactions and pledging of company equity by directors and officers .
- Clawback: Incentive-based compensation recovery policy effective October 2, 2023 per SEC and NYSE rules .
- Stock ownership guidelines: Compensation Committee is responsible for establishing executive ownership guidelines; specific multiples and Kellough’s compliance status are not disclosed .
- Beneficial ownership: Kellough’s individual shareholdings are not itemized in the Security Ownership table (directors/NEOs are shown); no Kellough-specific percentage is disclosed .
Employment Terms
- Indemnification: The company has customary indemnification agreements with executive officers; agreements require indemnification to fullest extent permitted by law and advancement of expenses .
- Employment agreements/severance: Detailed severance/change-in-control economics are disclosed for NEOs (not Kellough). For NEOs, severance equals 150% of base salary plus 150% of target bonus (CEO: 200%/200%) payable over 18 months (CEO: 24 months); continued health benefits; and change-in-control/termination provisions per agreements . Kellough’s specific terms are not disclosed.
- Corporate Secretary role: Kellough signs company filings and transaction documents as Senior Vice President, General Counsel and Corporate Secretary .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Clawback: Adopted—enhances pay-for-performance accountability .
- Legal proceedings: Company discloses no material legal proceedings involving directors or executive officers during the past ten years .
- Section 16 filings: Company reports timely filings for directors/executives in 2023 with one Form 4 delinquency for another executive; no issues attributed to Kellough .
Compensation Committee & Benchmarking
- Committee duties include setting executive compensation, ownership guidelines, administering equity plans, and maintaining clawback policy; independent consultant (Compensia) advises on trends and peer group composition .
- As an EGC/smaller reporting company, say-on-pay votes and CEO pay ratio are not required and not provided .
Track Record, Execution Signals
- Execution in financing and strategic transactions: Kellough signed supplemental indentures, exchange offer documents, and merger-related communications, underscoring her central role in legal execution of capital markets and M&A processes .
Investment Implications
- Alignment appears solid via anti-hedging/anti-pledging and a formal clawback, but lack of individual compensation and ownership disclosure for Kellough limits pay-for-performance and retention-risk analysis granularity .
- Company-level performance metrics show improving profitability since 2022 and provide context for incentive plan designs; however, the absence of Kellough-specific grant/vesting data constrains assessment of near-term insider selling pressure .
- Continued monitoring of proxies and any Item 5.02 8-Ks is warranted to capture future disclosures on her compensation, severance, and ownership; Section 16 forms would inform trading signals if/when available .