MediaAlpha (MAX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with a virtual-only format to enhance shareholder access and participation globally.

• Shareholders will vote on electing two Class II directors, approving executive compensation on an advisory basis, and ratifying the appointment of PricewaterhouseCoopers LLP as auditor for 2025.

• Record date for voting is March 20, 2025; a majority of votes cast is required for approval of each proposal.

• Proxy materials and annual reports are available online, with options for electronic or paper delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing Bradley Hunt and Steven Yi as Class II directors, a non-binding say-on-pay vote for 2024 executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 annual meeting by December 2, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of nine members divided into three classes, with 75% independent directors and 37.5% women.

• Board and all committees are chaired by women; annual self-assessments are conducted.

• Board leadership includes an independent, non-executive Chair; regular review of governance guidelines and leadership structure.

• Stockholders' agreement allows White Mountains, Insignia, and the Founders to nominate a majority of the board and vote for each other's nominees.

• Stock ownership guidelines require significant equity holdings by directors and executives to align interests with shareholders.