MediaAlpha, Inc. 8-K

What Happened

• MediaAlpha, Inc. announced on March 16, 2026 that Class III director Lara Sweet informed the company she will not stand for reelection at the 2026 Annual Meeting; her board term ends May 5, 2026. The company says her decision was for personal reasons and not due to any disagreement with the company’s operations, policies or practices. The Nominating & Corporate Governance Committee has started a search for her replacement. Kathy Vrabeck (Audit Committee member since 2020 and an SEC-defined “audit committee financial expert”) is expected to serve as interim Audit Committee Chair.
• Separately, on March 13, 2026 the Compensation Committee approved changes to executive long-term incentive (LTI) awards for 2026: 25% of target LTI will be performance share units (PRSUs) and 75% will be time‑based restricted share units (RSUs). The PRSUs vest based on Adjusted EBITDA performance measured separately for fiscal 2026, 2027 and 2028.

Key Details

• Director departure: Lara Sweet notified the company on March 16, 2026; term ends May 5, 2026; not related to any disagreement with company.
• Audit committee: Kathy Vrabeck expected to serve as interim Audit Committee Chair; she has served on the committee since 2020 and is an “audit committee financial expert.”
• LTI allocation: 25% PRSUs / 75% RSUs for 2026 executive awards.
• PRSU performance and payout mechanics: PRSUs tied one‑third to each of FY2026, FY2027, FY2028 Adjusted EBITDA vs. pre-set goals; threshold = 85% of target (50% payout), target = 100% (100% payout), maximum = 120% (200% payout) with linear interpolation and no payout below threshold; earned PRSUs remain subject to continued service vesting through the three‑year period. PRSU Award Agreement filed as Exhibit 10.1.

Why It Matters

• Board continuity: Losing a Class III director is a governance change investors should note; the company has an interim audit chair identified and is actively searching for a replacement, and the departure is stated to be unrelated to any dispute.
• Executive pay alignment: The LTI change moves the bulk of awards to time‑based RSUs (75%) while introducing a measurable performance component (25% PRSUs) tied to Adjusted EBITDA over three years. That change affects how executive compensation is tied to profitability and could influence future compensation expense and potential share dilution depending on performance payouts.