Mark Getty
About Mark Getty
Mark Getty, age 65, is Co‑Founder and current Chair of Getty Images Holdings, Inc. He served as Executive Chair through 2005, was a non‑executive director from 2005–2018, and resumed the Chair role in 2018; he began his career at Kidder Peabody in New York and later joined Hambros Bank in London (KBE, 2016; former Chair of the National Gallery, Trustee of the British School in Rome) . The Board has determined he is not independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Getty Images Holdings, Inc. | Co‑Founder; Executive Chair | 1995–2005 | Led company through formative growth |
| Getty Images Holdings, Inc. | Non‑Executive Director | 2005–2018 | Continued strategic oversight |
| Getty Images Holdings, Inc. | Chair of the Board | 2018–present | Board leadership; agenda setting |
| National Gallery (London) | Trustee; Chair | Trustee 1999–2015; Chair 2008–2015 | Led governance of major arts institution |
| British School in Rome | Chair of Trustees | 2017–present | Governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Getty family entities | Trustee/Director (investment oversight) | Not disclosed | Oversees direct PE investments |
| Wisden Cricinfo | Investor/Backer | Not disclosed | Online cricket data publisher |
| Hawk‑Eye Innovations | Investor/Backer | Not disclosed | Sports tech; officiating/broadcast |
| Hakluyt & Co. | Investor/Backer | Not disclosed | Strategic intelligence provider |
| 7digital | Investor/Backer | Not disclosed | B2B digital music platform |
| &Beyond Group | Investor/Backer | Not disclosed | Luxury adventure travel and lodging |
Board Governance
- Independence: The Board determined Mark Getty is not independent; only directors other than Craig Peters and Mark Getty are independent under NYSE/SEC rules .
- Board leadership: Chair and CEO roles are separated; the non‑executive Chair sets agendas and presides over meetings .
- Committees: He is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Attendance: In 2024 the Board met seven times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at least annually .
- Board composition and nomination rights: Under the Stockholders Agreement, Getty Investments may nominate three directors (currently Patrick Maxwell, Mark Getty, Tracy Knox), Koch Icon two, CC Capital one, plus the CEO and sufficient independent directors; thresholds can reduce seats over time .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Stock Awards (RSUs) ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
- Program: Non‑employee director compensation provides $40,000 annual retainer, committee chair/member fees, and RSUs with $390,000 grant value and four‑year vesting; however, Mark Getty (along with Chinh Chu, Patrick Maxwell, Brett Watson, Michael Harris) is excluded from eligibility under this program .
Performance Compensation
| Metric | Mark Getty | Policy/Notes |
|---|---|---|
| Annual director RSU grant eligibility | Not eligible | Eligible directors receive $390,000 RSUs, 4‑year vesting |
| Director compensation performance metrics | None disclosed for directors | Compensation Committee oversees director pay structure and ownership guidelines |
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Getty Investments LLC | Significant stockholder | Nominates three directors (incl. Mark Getty) per Stockholders Agreement | Influence over Board composition |
| Significant Stockholder Agreement (Jan 6, 2025) | Agreement | Post‑merger with Shutterstock, Getty Family Stockholders expected to designate two directors and the Chairman (subject to ownership thresholds); transfer restrictions apply | Concentrated governance rights |
Expertise & Qualifications
- Capital allocation/investment oversight in content‑based media and technology (Wisden Cricinfo, Hawk‑Eye, Hakluyt, 7digital, &Beyond) .
- Cultural institution governance (National Gallery Chair; British School in Rome Chair of Trustees); appointed KBE in 2016 for services to the arts .
- Strategic and financial background (Kidder Peabody; Hambros Bank) .
Equity Ownership
| Category | Shares (#) | % of Outstanding |
|---|---|---|
| Total beneficial ownership | 13,347,502 | 3.2% (as of 7/14/2025) |
| Direct ownership (Mark Getty) | 7,794,004 | — |
| Indirect: The October 1993 Trust | 5,089,413 | — |
| Indirect: The Options Settlement | 464,085 | — |
- Pledging/hedging: Company policy prohibits directors and certain employees from hedging or pledging Getty equity; however, the shares held by The October 1993 Trust are pledged to the Cheyne Walk Trust in respect of a guarantee (exposure exists at the trust level) .
- Ownership group: Getty Family Stockholders collectively beneficially own 191,374,006 shares (46.1%) including Getty Investments, trusts, and Mark Getty’s direct holdings .
Governance Assessment
-
Strengths:
- Separated Chair/CEO roles with regular independent executive sessions; robust committee charters and independence across Audit/Compensation/Nominating committees .
- Documented clawback policy in line with SEC/NYSE requirements and anti‑hedging/anti‑pledging insider trading policy .
- Board/committee attendance at or above 75%, signaling engagement .
-
Risks / RED FLAGS:
- Not independent: Mark Getty is not considered independent, and Getty Investments’ nomination rights concentrate influence over Board composition and the Chair role; post‑merger agreements further entrench designation rights (including Chairman) subject to ownership thresholds .
- Pledging exposure: The October 1993 Trust’s pledged shares present alignment risk relative to the company’s anti‑pledging policy (though pledge is at trust level) .
- Related‑party dynamics: Stockholders Agreement, Registration Rights, and Letters Agreements (expense reimbursements up to $400,000 for Getty Family Stockholders and Koch Icon in connection with the Shutterstock transaction) indicate ongoing related‑party interactions requiring rigorous independent oversight .
-
Other notes:
- As an emerging growth/smaller reporting company, Getty Images is exempt from advisory say‑on‑pay and certain pay disclosures, limiting direct shareholder feedback mechanisms on compensation .
- Audit Committee has explicit oversight of related‑party transactions and cybersecurity risk, which should be used to mitigate concentrated ownership risks .
Overall, investors should weigh the benefits of long‑term stewardship and sector expertise against concentrated control and pledging exposure. Continued transparency on related‑party arrangements, strict adherence to anti‑pledging policies, and strong independent committee oversight are critical to investor confidence .