MediaAlpha (MAX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2026, with voting on director elections and auditor ratification; the meeting will be held virtually to enhance shareholder access and participation.

• Shareholders of record as of March 11, 2026, are entitled to vote, with each share of Class A and Class B common stock carrying one vote per proposal.

• The company achieved record financial performance in 2025, surpassing $2 billion in transaction value, $1 billion in revenue, and $100 million in adjusted EBITDA.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors (Venmal Arasu and Kathy Vrabeck) to serve until 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Board recommends voting FOR both proposals; no other matters are currently anticipated.

Board of directors and corporate governance

• Board consists of seven members, with 71% independent, 43% women, and 43% racially/ethnically diverse.

• Board and all committees are chaired by women and comprised solely of independent directors.

• Corporate governance guidelines are reviewed annually, and the board conducts annual self-assessments.

• Stockholders' agreement allows certain shareholders to nominate directors and requires mutual support for nominees.

• Stock ownership guidelines require significant equity holdings by directors and executives.