GETTY IMAGES HOLDINGS INC CLASS A (GETY)
Sector: Communication
2026 Annual Meeting Analysis
GETTY IMAGES HOLDINGS INC CLASS A · Meeting: October 8, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Patrick Maxwell, Jeffrey Titterton and Thomas Walper as Class I Directors
Against Analysis
Maxwell has served since 2012, giving him full accountability for the company's catastrophic stock performance — a 3-year loss of nearly 94% against a sector benchmark (XLC) that gained 72.8% over the same period, a gap of 166.6 percentage points that dwarfs the 30-point threshold required to trigger a vote against; the 5-year record is equally poor, so no long-term mitigant applies.
Titterton joined in November 2022, which is more than 24 months before this meeting, so the new-director exemption does not apply; his tenure fully overlaps with the period in which the stock lost nearly 94% while the XLC sector benchmark gained 72.8%, a gap of 166.6 percentage points that far exceeds the 30-point policy threshold, and the 5-year return provides no mitigating relief.
For Analysis
Walper was appointed on July 20, 2026 — less than 24 months before this meeting — so he is fully exempt from the TSR underperformance trigger under policy, which gives new directors reasonable time to contribute before being held accountable for prior-period performance; no other disqualifying flags identified.
Of the three Class I nominees, two (Maxwell and Titterton) receive AGAINST votes because the company's 3-year stock price decline of nearly 94% against an XLC sector benchmark gain of 72.8% — a gap of 166.6 percentage points, far exceeding the 30pp threshold — applies to both directors given their tenures of more than 24 months; the third nominee (Walper) was appointed in July 2026 and is exempt from the TSR trigger as a director who joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Craig Peters
Total Comp
$3,793,495
Prior Support
N/A
The CEO received $3,793,495 in total compensation for 2025, of which roughly 73% was variable pay (cash bonus plus equity awards) — a pay structure that is ostensibly performance-linked; however, shareholders have suffered a devastating loss of nearly 94% of their investment over the past three years while the broader Communication Services sector benchmark (XLC) gained 72.8%, a gap of 166.6 percentage points that vastly exceeds the 20-point threshold our policy uses to identify situations where above-benchmark incentive pay is not justified by shareholder outcomes. The incentive compensation paid to the CEO and other named executives was not aligned with the experience of shareholders who held the stock through this period, making a vote against the pay program appropriate.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,381,000
Non-Audit Fees
$6,698,000
In 2025, Ernst & Young received $3,381,000 in core audit fees but $6,698,000 in other fees (including $5,900,000 for Section 404(b) readiness work, $792,000 in tax services, and $6,000 in other fees), meaning the non-audit work was nearly twice the size of the audit itself — a ratio of roughly 198%, far above the 50% ceiling our policy uses to protect auditor independence; although the Section 404(b) readiness work appears to be a one-time item, our policy does not automatically waive the trigger for one-time events, and the scale of the non-audit relationship raises genuine independence concerns.
Overall Assessment
This ballot presents serious governance concerns: two of three director nominees receive AGAINST votes due to the company's catastrophic 3-year stock performance (down 94% vs. the XLC sector benchmark which gained 73%), and the auditor ratification fails our policy because non-audit fees in 2025 were nearly twice the size of audit fees, raising independence concerns. The Say on Pay vote also receives an AGAINST because executive incentive pay was not aligned with shareholder outcomes during a period of near-total value destruction.