Patrick Maxwell

About Patrick Maxwell

Patrick Maxwell (age 59) is an Independent Director of Getty Images Holdings, Inc. (GETY), serving since October 2012. He is an Oxford University graduate and a Chartered Accountant (PwC, 1990) with a career in private equity investment management, including Hambros Bank and the Getty family office (Sutton Place). He led Hambros’ co-investment in the founding of Getty Images and has overseen long-term investments in content-based media (Wisden Cricinfo, 7digital, Hawk‑Eye Innovations, Hakluyt & Co.) and family interests such as Wormsley Estate and &Beyond.

Past Roles

External Roles

Board Governance

• Board class and tenure: Class I Director; term expires at 2026 Annual Meeting. Served since 2012.
• Committee memberships: Nominating & Corporate Governance Committee (member; Chair is Michael Harris).
• Independence: Board determined Maxwell (and all directors other than CEO Craig Peters and Mark Getty) is independent under NYSE/SEC rules.
• Attendance: In 2024, the Board held seven meetings; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
• Committee activity: Nominating & Corporate Governance met two times in 2024 (plus one unanimous consent).
• Executive sessions and codes: Independent director executive session at least annually; Code of Conduct and anti-hedging/anti-pledging policies applicable to directors.

Stockholder influence: Under the Stockholders Agreement, Maxwell is one of three directors nominated by Getty Investments (with Mark Getty and Tracy Knox), evidencing continuing major stockholder designation rights.

Fixed Compensation

• Policy note: Non-Employee Directors Annual Compensation Program excludes certain nominees of major holders (Mark Getty, Chinh Chu, Patrick Maxwell, Brett Watson, Michael Harris) from eligibility for cash/equity director compensation.

Performance Compensation

• RSUs/Options as director: Not eligible under the director program; no RSU grants shown.
• Company-wide performance structures exist for executives (not directors), including clawback policy effective Oct 2, 2023.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and investment expertise; Chartered Accountant (PwC).
• Long-term media/content investment experience and board oversight.
• International governance experience (UK/South Africa).

Equity Ownership

• Stock ownership guidelines: Compensation Committee is responsible for establishing guidelines for executives and non-employee directors; no individual compliance disclosure for Maxwell.

Governance Assessment

• Committee effectiveness: Active member of Nominating & Corporate Governance; committee met multiple times in 2024; independence affirmed by Board. This supports governance oversight quality.
• Alignment: Maxwell holds no GETY shares, and is excluded from cash/equity director pay; while this reduces compensation-related conflicts, it limits direct “skin‑in‑the‑game” alignment versus typical director ownership norms.
• Major holder influence: Getty Investments retains board designation rights and broader governance levers (e.g., Restated Option Agreement on Getty Marks; Significant Stockholder Agreement with rights post‑Shutterstock merger), indicating concentrated stockholder influence over board composition—including Maxwell’s seat.
• Attendance and engagement: Board attendance at least 75% and annual meeting participation indicate baseline engagement.
• Policies and controls: Anti-hedging/anti-pledging and clawback policies are in place, strengthening investor protections.

RED FLAGS

• Major stockholder nomination: Maxwell is a Getty Investments nominee; risk of perceived influence from controlling shareholders despite formal independence.
• Zero beneficial ownership: No reported GETY holdings across 2023–2025 may signal limited ownership alignment.

Contextual Governance Signals

• Board independence majority maintained (excluding CEO and Chair Mark Getty).
• Emerging growth company status reduces say‑on‑pay and pay‑versus‑performance disclosures, limiting external feedback channels on compensation/governance.

Appendix: Board & Committee Snapshot

References

• Board composition, independence, committees, meetings, policies:
• Director biography/roles:
• Director compensation program and tables:
• Security ownership tables:
• Stockholders Agreement and significant holder governance:
• Clawback and anti-hedging/pledging policies:
• Attendance: