8-K - MediaAlpha, Inc. | StockGist

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MediaAlpha, Inc. disclosed that Director Lara Sweet notified the company she will not stand for reelection at the 2026 Annual Meeting for personal reasons, with her term ending May 5, 2026, and no disagreements on company matters. The Compensation Committee approved 2026 executive LTI changes, with 25% in PRSUs tied to annual Adjusted EBITDA goals over three years and 75% in RSUs.

Key Takeaways

1Lara Sweet, Class III Director, term ends May 5, 2026, due to personal reasons, not due to any disagreement.

2Board’s Nominating and Corporate Governance Committee commenced search for new director.

3Kathy Vrabeck, Audit Committee member since 2020 and audit committee financial expert, to serve as interim Audit Committee Chair.

4Compensation Committee approved on March 13, 2026: 25% of 2026 executive LTI as PRSUs (75% RSUs).

5PRSUs earned based on Adjusted EBITDA achievement in FY2026, FY2027, FY2028: threshold 85% of target (50% vesting), maximum 120% (200% vesting).

6PRSU Award Agreement filed as Exhibit 10.1.

7materiality

Current Report Details

Event Type

Management Change

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) Departure

Management Change

Company on any matter relating to the Company

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Performance-Based Restricted Stock Unit Award Agreement under 2020 Omnibus

Exhibits Only

Exhibits (2)

10.1

EX-10.1

8-K