Tracy Knox
About Tracy Knox
Independent director and Audit Committee Chair at Getty Images Holdings, Inc. (GETY). Age 53; appointed to the board on April 10, 2024; classified as an independent director under NYSE and SEC rules. Prior CFO with deep public-company finance experience; designated by the board as an “audit committee financial expert.” Education: B.S. in Accounting (Indiana University) and MBA with honors (University of Washington). Attendance: in 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rover Group, Inc. | Chief Financial Officer | 2017–2022 (through SPAC listing in 2021) | Led public company transition and finance scaling |
| Rightside | Chief Financial Officer | 2014–2017 | Finance leadership at domain services firm |
| A Place for Mom | Chief Financial Officer | 2013–2014 | Senior financial oversight |
| UIEvolution | Chief Financial Officer | 2011–2013 | Finance leadership in tech |
| drugstore.com | Multiple roles incl. CFO | 2003–2011 (CFO: 2008–2011) | Public company finance; corporate reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Babylist | Director | Since 2021 | Private company; consumer commerce |
| Pet Partners | Director | Since 2023 | Non-profit board role |
Board Governance
- Class II director; term expires at the 2027 Annual Meeting .
- Independence: board determined Knox is independent; only CEO Craig Peters and Chair Mark Getty are non-independent .
- Committee assignments: Audit Committee Chair; Audit Committee members are Knox, James Quella, and Hilary Schneider. All members are independent and financially literate; Knox, Schneider, and Quella are designated “audit committee financial experts.” Audit met 4 times in 2024 (plus two unanimous written consents) .
- Cybersecurity oversight: Board delegated cybersecurity risk oversight to the Audit Committee; management (incl. CTO) provides updates .
- Executive sessions: independent directors meet in executive session at least annually .
- Nominating source: Under the Stockholders Agreement, Knox is one of three directors nominated by Getty Investments alongside Mark Getty and Patrick Maxwell (important for control considerations) .
Fixed Compensation
| Component | Policy/Rate | 2024 Actual for Knox |
|---|---|---|
| Annual cash retainer | $40,000 per year (pro-rated if partial year) | $39,980 (appointed April 10, 2024) |
| Committee chair fee | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000 | Included in cash total (Audit Chair) |
| Committee member fee | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 | — (Chair of Audit; no other memberships) |
| Meeting fees | Not disclosed in program | Not disclosed |
Performance Compensation
| Instrument | Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (director) | $390,000 grant value at time of grant | 4-year vest; 25% at 1-year, remaining 75% in equal quarterly installments thereafter; new grant every four years | 2024 stock awards: $390,000 (grant-date fair value per ASC 718) |
No director PSUs or option awards disclosed for Knox; director equity is time-based RSUs, not performance-based .
Other Directorships & Interlocks
- Nominating provenance: Nominated by Getty Investments under the Stockholders Agreement; board composition is partially controlled by major holders (Getty Investments, Koch Icon, CC Capital). This can create perceived alignment considerations despite formal independence .
- Additional significant holder arrangements (context): significant stockholder and registration rights agreements connected to merger with Shutterstock, including director designation rights for Getty Family Stockholders and Koch Icon post-close (control dynamics) .
Expertise & Qualifications
- Audit committee financial expert; financially literate by NYSE standards .
- Deep CFO experience across multiple tech and consumer platforms; public company reporting and capital markets exposure .
- Education: B.S. Accounting (Indiana University); MBA with honors (University of Washington) .
Equity Ownership
| Item | Amount | As of/Details |
|---|---|---|
| Beneficial ownership (common shares) | 26,567 shares | July 14, 2025; <1% of outstanding |
| % of shares outstanding | ~0.006% (26,567 / 414,811,306) | 414,811,306 shares outstanding (record date) |
| RSUs outstanding | 106,268 | As of Dec 31, 2024 |
| Options | None disclosed | As of Dec 31, 2024 |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors/officers |
Governance Assessment
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Strengths:
- Audit Committee leadership with formal “financial expert” designation; clear oversight of financial reporting, internal controls, cybersecurity, and related-party transactions .
- Formal independence; strong CFO background; consistent attendance standards met in 2024 .
- Anti-hedging/anti-pledging and clawback policies in place, aligning with governance best practices (clawback effective Oct 2, 2023) .
- Director compensation reasonably balanced toward equity (RSUs) with 4-year vesting, promoting longer-term alignment .
-
Considerations:
- Nominating source under the Stockholders Agreement (Getty Investments) introduces perceived influence from a controlling stockholder; scrutiny warranted given Audit Committee’s role overseeing related-party transactions .
- Director equity is time-based rather than performance-based; alignment relies on share price appreciation and tenure, not explicit performance metrics .
-
Attendance and engagement:
- Board met 7 times in 2024; Audit Committee met 4 times plus additional written consents; each director met the ≥75% attendance threshold .
-
Compensation consultant independence:
- Compensia engaged by Compensation Committee in 2024 for director and executive pay; did not provide other services (reducing consultant conflicts) .
RED FLAGS
- Control dynamics: Director nominated by Getty Investments under a Stockholders Agreement; ongoing significant stockholder designation rights around the Shutterstock merger can influence board composition and leadership (watch independence in practice) .
- Performance linkage: Director equity is solely time-based RSUs; absence of performance-conditioned director equity may weaken explicit pay-for-performance signals .
No related-party transactions disclosed involving Knox; no material legal proceedings in the past ten years regarding directors/nominees/officers .
Notes on Unavailable Items
- Say-on-pay: Company is an emerging growth company and smaller reporting company; exempt from say-on-pay and pay-versus-performance disclosure requirements .
- Director stock ownership guidelines: Compensation Committee reviews/establishes guidelines, but specific director multiples/targets were not disclosed in the proxy .
- Insider trade details (Form 4s): Proxy reports timely filing status; individual transaction-level Form 4 details for Knox not provided in the proxy. Delinquent Section 16(a) reports disclosed only for another executive (not Knox) .
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