On March 19, 2026, MediaAlpha, Inc. filed an 8-K report detailing significant changes within its leadership and executive compensation structure. The report disclosed that Lara Sweet, a Class III member of the Board of Directors, has decided not to stand for reelection at the upcoming 2026 Annual Meeting of Stockholders, with her term concluding on May 5, 2026. Notably, her departure is attributed to personal reasons and not due to any disagreements regarding the company's operations or policies. The Board's Nominating and Corporate Governance Committee has initiated a search for a new director to fill the vacancy left by Ms. Sweet. Kathy Vrabeck, a current member of the Audit Committee and recognized as an audit committee financial expert, is expected to serve as the interim Chair of the Audit Committee.

Additionally, the report outlines changes to the long-term incentive (LTI) compensation for the company's executive officers. The Compensation Committee has approved a new structure where 25% of the target LTI value will be granted in the form of performance share units (PRSUs), while the remaining 75% will be allocated as time-based restricted share units (RSUs). The PRSUs will be contingent upon achieving specific Adjusted EBITDA goals over a three-year performance period, with each fiscal year evaluated separately. This change aims to align executive compensation more closely with the company's financial performance, thereby incentivizing executives to meet or exceed established financial targets. The adjustments to the compensation structure reflect the company's commitment to enhancing shareholder value and ensuring that executive rewards are tied to the company's success.

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