Form 4: MediaAlpha CTO Granted Significant Equity Awards

MediaAlpha's Chief Technology Officer, Kuanling Amy Yeh, received substantial grants of restricted stock units and performance-based restricted stock units.

Summary

• Kuanling Amy Yeh, Chief Technology Officer of MediaAlpha, Inc. (MAX), was granted 186,900 Restricted Stock Units (RSUs) and 62,300 Performance Restricted Stock Units (PRSUs) on March 15, 2026.
• The RSUs represent a contingent right to receive one share of Class A Common Stock upon vesting, with 1/16th vesting on May 15, 2026, and the remainder vesting quarterly over the subsequent four years, subject to continued employment.
• The PRSUs are performance-based, tied to the achievement of Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028, with each year measured separately.
• One-third of the PRSU grants are linked to Adjusted EBITDA performance against pre-established threshold, target, and maximum goals for each fiscal year, corresponding to vesting of 50%, 100%, and 200% of the target shares, respectively.
• Any PRSUs earned will remain subject to continued service-based vesting through the end of a three-year period and, if approved by the Compensation Committee, will settle on March 15, 2029.
• Following these transactions, Kuanling Amy Yeh beneficially owns 580,879 shares of Class A Common Stock directly, including the newly granted RSUs and PRSUs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting management's continued commitment and alignment with shareholder interests through significant equity grants, particularly those tied to future performance metrics.

Positives

• The equity grants align the Chief Technology Officer's interests with long-term shareholder value through both time-based and performance-based vesting schedules.
• The performance-based RSUs (PRSUs) incentivize the achievement of specific Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028, directly linking executive compensation to company financial performance.
• The multi-year vesting schedules for both RSUs and PRSUs promote executive retention and stability within the leadership team.

Future Outlook

The company's future performance, specifically Adjusted EBITDA for fiscal years 2026, 2027, and 2028, will directly impact the vesting of the performance-based restricted stock units, indicating a focus on these financial targets.

Industry Context

StockSavvy.ai notes that the granting of performance-based equity awards is a common practice in the technology and media sectors, aiming to align executive incentives with long-term company performance and shareholder returns. This type of compensation structure is prevalent among peers like Trade Desk (TTD) and Criteo (CRTO), which also utilize a mix of time-based and performance-based equity to attract and retain top talent.

Comparison to Industry Standards

• The use of both time-based RSUs and performance-based PRSUs is consistent with best practices in executive compensation across the technology industry, similar to structures seen at companies like Google (GOOGL) and Meta Platforms (META).
• Tying PRSU vesting to Adjusted EBITDA goals for multiple fiscal years (2026, 2027, 2028) provides a clear, measurable performance incentive, a strategy also employed by companies such as Salesforce (CRM) in their executive compensation plans.
• The vesting schedule for RSUs, with an initial vest followed by quarterly vesting over four years, is a standard approach to ensure long-term retention, comparable to equity grant structures at Adobe (ADBE) and Microsoft (MSFT).

Management Changes

Stakeholder Impact

• Shareholders: Potential for long-term value creation through incentivized executive performance and retention, balanced against potential future dilution from equity awards.
• Employees: The grants to a key executive may signal stability and confidence in the company's future, potentially boosting morale.
• Management: Strong alignment of personal financial interests with the company's strategic and financial objectives.

Next Steps

• Vesting of RSUs will commence on May 15, 2026, and continue quarterly over the following four years.
• The company will assess Adjusted EBITDA performance for fiscal years 2026, 2027, and 2028 to determine the earning of PRSUs.
• Earned PRSUs will be subject to Compensation Committee approval and will settle on March 15, 2029.

Key Dates

Keywords

MediaAlpha, MAX, Form 4, Insider Transaction, Restricted Stock Units, Performance Restricted Stock Units, RSU, PRSU, Executive Compensation, Equity Grant, Chief Technology Officer, Adjusted EBITDA