Michael Harris

About Michael Harris

Michael Harris (age 45) has served on Getty Images Holdings, Inc.’s Board since February 2019 and is nominated as a Class III director for a term through the 2028 annual meeting if re-elected . He is a Senior Managing Director of Koch Equity Development (since 2024) and the Board has determined he is independent under NYSE and SEC rules . Harris holds B.S. and M.S. degrees in Mechanical Engineering from Brigham Young University and an M.B.A. from Columbia Business School, with expertise across software, technology, aerospace/defense, and industrial manufacturing .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; not on Audit or Compensation .
• Independence: Board determined Harris (and all directors other than Craig Peters and Mark Getty) is independent under NYSE/SEC rules; Audit Committee independence also affirmed for its members (Harris is not a member) .
• Attendance: In 2024, the Board met seven times; each director attended at least 75% of Board and assigned committee meetings, and all directors attended the 2024 annual meeting .
• Executive sessions: Non-management directors meet regularly; independent-only executive session at least annually .
• Leadership structure: Chair and CEO roles are separated; periodic review of board leadership and risk oversight, including cybersecurity .

Fixed Compensation

Implication: Harris receives no direct board cash or RSU compensation; as a Koch Icon nominee, he is excluded from the non-employee director pay program, reducing cash/stock-based governance conflicts but limiting personal alignment via director pay .

Performance Compensation

• No performance-linked director compensation metrics disclosed (director equity, where applicable, is time-based RSUs; Harris did not receive RSUs) .

Other Directorships & Interlocks

• Koch Icon (a 19.5% holder) has nomination rights per the Stockholders Agreement; current Koch Icon nominees are Michael Harris and Brett Watson .
• Post-merger significant stockholder agreement (with Getty Family Stockholders, Koch Icon, and Shutterstock’s Executive Chair) provides ongoing designation rights and transfer restrictions; Getty Family expected to designate two directors and Koch Icon one director, with chair designation tied to ownership thresholds .
• Letter agreements provide expense reimbursement to Koch Icon up to $400,000 in connection with the Shutterstock merger process and cooperation obligations, indicating related-party arrangements at the stockholder level .

Expertise & Qualifications

• Education: B.S./M.S. Mechanical Engineering (BYU), M.B.A. Columbia Business School .
• Domain experience: Finance, software/technology, aerospace/defense, industrial manufacturing; product development background .
• Board skills: Corporate governance chair experience; transaction evaluation; strategic oversight .

Equity Ownership

Alignment: Harris has no reported personal holdings; alignment is primarily via Koch Icon’s significant stake and board nomination rights. Hedging/pledging prohibitions mitigate misalignment risks at the director level .

Insider Trades

Governance Assessment

• Strengths:

  • Independent status under NYSE/SEC rules; chairs Nominating & Corporate Governance Committee, suggesting governance focus and process oversight .
  • Clear anti-hedging/anti-pledging and clawback policies; regular executive sessions; separated Chair/CEO roles .
  • No personal director compensation and no personal equity for Harris reduces direct pay conflicts .

• Watch items / RED FLAGS:

  • Major stockholder nominee chairs the Nominating & Corporate Governance Committee, concentrating governance influence with a significant holder’s representative; monitor for board composition decisions favoring stockholder blocs .
  • No personal share ownership for Harris may limit individual “skin-in-the-game”; alignment is via Koch Icon’s stake rather than personal holdings .
  • Related-party context: reimbursement arrangements and stockholder agreements with Koch Icon in connection with the Shutterstock merger process warrant scrutiny for potential preferential terms or influence channels .

• Attendance/Engagement: Board-level disclosure indicates ≥75% attendance by all directors and full annual meeting participation; committee meeting counts (Nominating: 2 meetings in 2024) suggest regular engagement in governance processes .

• Say-on-pay: Company is an emerging growth/smaller reporting company and is exempt from advisory votes and certain pay disclosures, which limits shareholder feedback mechanisms on compensation .

Overall: Harris’s role as an independent director with deep transaction and industry expertise is balanced by his status as a Koch Icon nominee and chairing the governance committee. The lack of personal holdings and exclusion from director pay reduces direct conflicts, but investors should monitor governance decisions for influence from significant stockholder arrangements and interlocks .

Appendix: Committee Assignments Snapshot