MEDIAALPHA INC CLASS A (MAX)
Sector: Communication
2026 Annual Meeting Analysis
MEDIAALPHA INC CLASS A · Meeting: May 5, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Ms. Arasu has served on the board since the 2020 IPO, meaning her full tenure overlaps with the severe stock underperformance: MAX's stock declined approximately 31% over three years while the sector benchmark (XLC) gained about 103%, a gap of roughly 134 percentage points — far exceeding the 30-percentage-point threshold that triggers a withhold vote; the five-year record is equally poor (-74% vs. substantial sector gains), so the five-year mitigant does not apply.
Ms. Vrabeck has also served on the board since the 2020 IPO and chairs both the board and the Compensation Committee, giving her a central governance role throughout the period of underperformance; the same 134-percentage-point gap versus XLC that triggers a withhold for Ms. Arasu applies equally here, and the five-year data confirms sustained underperformance rather than a temporary trough, so the mitigant does not rescue a FOR vote.
For Analysis
Both Class III director nominees have served since MediaAlpha's 2020 IPO and their full tenures coincide with severe stock underperformance: the stock lost roughly 31% over three years while the Communication Services sector ETF (XLC) gained about 103%, a gap of approximately 134 percentage points that far exceeds the 30-percentage-point trigger threshold applicable when absolute returns are negative. The five-year record (-74% for MAX) is equally poor, so neither director benefits from the five-year mitigant. The policy requires AGAINST votes for both nominees.
Say on Pay
✓ FORCEO
Steven Yi
Total Comp
$7,037,094
Prior Support
90%%
The CEO received total compensation of approximately $7.0 million in 2025, and the pay program is strongly structured for a company of MediaAlpha's size (~$621M market cap): 91% of the CEO's target pay is variable and at-risk, tied to measurable financial goals (Transaction Value and Adjusted EBITDA), and the company delivered a record year with over $1 billion in revenue and $113.7 million in Adjusted EBITDA. While the stock has underperformed the XLC benchmark significantly, the long-term equity awards are time-based RSUs whose realizable value moves directly with the stock price, meaning executives share in shareholder downside — and shareholders gave the program 90% support at the 2025 annual meeting, reflecting broad shareholder satisfaction with the structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
$2,503,800
Non-Audit Fees
$217,000
PwC has audited MediaAlpha since 2017 (approximately nine years), well below the 25-year tenure threshold that would raise independence concerns; the non-audit fees (audit-related fees of $215,000 plus other fees of $2,000, totaling $217,000) represent about 8.7% of core audit fees of $2,503,800, comfortably below the 50% threshold; and there are no disclosed restatements or other concerns.
Overall Assessment
The 2026 MediaAlpha annual meeting has two proposals: director elections and auditor ratification (there is no say-on-pay proposal on this year's ballot as the next advisory vote is scheduled for 2028, and there are no stockholder proposals). The auditor ratification is straightforward and warrants a FOR vote, but both Class III director nominees — Venmal (Raji) Arasu and Kathy Vrabeck — warrant AGAINST votes because the stock has severely underperformed the Communication Services sector ETF (XLC) by approximately 134 percentage points over three years during their full tenures as directors since the 2020 IPO.