MEDIAALPHA INC CLASS A (MAX)
Sector: Communication
2026 Annual Meeting Analysis
MEDIAALPHA INC CLASS A · Meeting: May 5, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Ms. Arasu has served since 2020, the stock's 3-year return of +42.1% outperforms the company's disclosed peer group median of -15.6% by +57.7 percentage points, well below the 65-point threshold required to trigger a vote against under policy, and she has no overboarding, attendance, or independence concerns.
Ms. Vrabeck has served as Board Chair since 2020, the stock's 3-year return of +42.1% outperforms the disclosed peer group median of -15.6% by +57.7 percentage points, well below the 65-point threshold required to trigger a vote against, and she has no overboarding, attendance, or independence concerns.
Both Class III director nominees pass all policy screens: the company's 3-year stock return of +42.1% significantly outperforms the disclosed compensation peer group median of -15.6% by +57.7 percentage points, which does not meet the 65-point underperformance threshold needed to trigger a vote against directors with strong positive absolute returns. Neither director is overboarded, both attended at least 75% of meetings, both are independent, and both bring relevant skills to the board.
Say on Pay
✓ FORCEO
Steven Yi
Total Comp
$7,037,094
Prior Support
90%%
CEO Steven Yi received total compensation of approximately $7.0 million in 2025, which is within a reasonable range for a CEO of a $741 million market cap company in the communications services sector that delivered record revenue of $1 billion and Adjusted EBITDA of $113.7 million; the compensation structure is strongly performance-oriented, with 91% of the CEO's target pay in variable, at-risk elements tied to measurable financial goals (Transaction Value and Adjusted EBITDA), and the annual bonus paid out at 123.4% of target reflecting genuine outperformance on Transaction Value. The prior year say-on-pay vote received approximately 90% support, the company has a meaningful clawback policy adopted in 2023, and the stock delivered a 3-year return of +42.1% well ahead of the peer group median of -15.6%, confirming that incentive pay was aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
$2,503,800
Non-Audit Fees
$217,000
PricewaterhouseCoopers has audited MediaAlpha since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $215,000 plus other fees of $2,000, totaling $217,000) represent approximately 8.7% of core audit fees of $2,503,800, comfortably below the 50% threshold; and PwC is a Big 4 firm appropriate for a company of this size and complexity.
Actual Vote Results
Meeting held May 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Venmal (Raji) Arasu | 92.1% | 47.0M | 18,420 | ✓ Elected |
| Kathy Vrabeck | 82.5% | 42.1M | 18,026 | ✓ Elected |
Auditor Ratification
For 54.0M · Against 51,004 · Abstain 5,551
Overall Assessment
The 2026 MediaAlpha annual meeting presents two substantive proposals: a director election for two Class III incumbents (Arasu and Vrabeck) and ratification of PricewaterhouseCoopers as auditor; there is no formal say-on-pay proposal on this ballot as the company conducts that vote triennially (next expected in 2028), though compensation details were reviewed. All proposals pass applicable policy screens and receive a FOR determination, supported by strong stock performance relative to peers, reasonable auditor fees and tenure, and a well-structured pay program tied to measurable financial goals.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing