Anthony Broglio
About Anthony Broglio
Anthony Broglio, age 50, is a Class I independent director of MediaAlpha, Inc., serving since 2020 with a current term expiring in 2027. He is a founding Partner at Insignia Capital Group; previously, he was a Principal and executive committee member at Lake Capital for more than nine years, and holds a B.S. in Finance from the University of Colorado and an MBA with Honors from the University of Chicago Booth School of Business . The Board has affirmatively determined that Mr. Broglio is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insignia Capital Group | Founding Partner | Since 2012 | Insignia is a MAX stockholder; Broglio designated to MAX Board pursuant to stockholders’ agreement . |
| Lake Capital | Principal; executive committee member | More than nine years | Served on boards of 12 portfolio companies . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (past 5 years) | None disclosed | — | MAX states no other director (beyond those listed) served on boards of publicly reporting companies in past five years; Broglio not listed among exceptions . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Broglio is independent (NYSE/SEC) . |
| Board class/term | Class I; term expires 2027; Director since 2020 . |
| Committee memberships | Compensation Committee member; the Committee met 7 times in 2024; all members deemed independent . |
| Other committees | Not listed as a member of Audit (5 meetings in 2024) or Nominating & Corporate Governance (4 meetings in 2024) . |
| Attendance | Each incumbent director attended ≥75% of Board and applicable committee meetings in 2024 . |
| Board leadership | Independent, non-executive Chair (Kathy Vrabeck); independent director executive sessions generally held quarterly . |
| Designation source | Insignia designated Broglio to the Board under the stockholders’ agreement . |
Fixed Compensation
| Component | Policy Amount | 2024 Paid |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 | $0 (waived; Insignia and White Mountains representatives waive Board/committee fees, subject to annual confirmation) . |
| Compensation Committee member retainer | $7,500 (member; chair $15,000) | $0 (waived) . |
| Other retainers (Chair/Lead/Audit/Nominating) | Chair $25,000; Lead Independent Director $20,000; Audit Chair $20,000; Nominating Chair $10,000; Audit member $10,000; Nominating member $5,000 | Not applicable to Broglio (not chair/member of those committees) . |
Performance Compensation
| Component | Policy Design | 2024 Award |
|---|---|---|
| Annual director equity | RSUs annually targeted at $175,000; grant sized by 20-day average price, rounded to next 50 shares; vest at 1-year or next Annual Meeting | None (waived by Insignia representatives); non-waiving directors received 8,850 RSUs with $166,646 grant-date fair value on May 16, 2024 . |
| Options / performance-based director equity | Not part of director program (no options disclosed for directors) | None . |
Other Directorships & Interlocks
| Entity | Relationship/Interlock | Specifics |
|---|---|---|
| Insignia Capital Group | Stockholder designation rights; fee waivers | Insignia is entitled to nominate directors under the stockholders’ agreement; its Board representatives waive director fees; Broglio designated by Insignia . |
| Stockholders’ agreement | Governance and corporate opportunity waivers | White Mountains, Insignia, and Founders can nominate a majority of the Board; cross-voting agreements; no duty to present corporate opportunities to MAX; ability to compete with MAX and do business with MAX clients/vendors . |
| Registration rights | Liquidity rights for major holders | Insignia has demand/shelf/piggyback registration rights; executed secondary offerings in Mar 12, 2024 (3,000,000 shares) and May 10, 2024 (7,590,000 shares) . |
| Insignia Fund governance | Voting control over Insignia holdings | Insignia GP’s 3-member Investment Committee (David Lowe, Anthony Broglio, Melvyn Deane) controls Insignia A and Insignia QL; members disclaim beneficial ownership . |
Expertise & Qualifications
- Private equity investment and board oversight experience; served on 12 portfolio company boards at Lake Capital .
- Financial expertise; MBA with Honors (Chicago Booth); B.S. in Finance (University of Colorado) .
- Board-qualified as an independent director; contributes finance and management perspective to Compensation Committee .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power |
|---|---|---|---|---|---|
| Anthony Broglio | — | * | — | * | * |
| Notes | — indicates none reported; * indicates less than 1% |
Stock ownership guidelines for directors require holdings equal to at least five times the annual cash retainer (excluding committee/chair retainers), with a 75% post-vesting retention requirement until met; the guideline level for non-employee directors is based on $40,000 cash retainer (i.e., $200,000), but individual compliance status is not disclosed for each director .
Governance Assessment
- Independence and attendance: Independent under NYSE/SEC standards; attended ≥75% of meetings, supporting baseline governance quality and engagement .
- Compensation Committee role: Member of an all-independent Compensation Committee that met 7 times in 2024 and reports annual CD&A review; committee oversees incentive recovery (clawback) policy and compensation risk assessments (no material risk identified) .
- Alignment and pay: As an Insignia representative, he waived all director cash and equity fees in 2024, eliminating direct director compensation and potentially reducing personal “skin-in-the-game” versus standard director grants; however, fee waivers avoid cash/equity conflicts tied to director pay .
- Ownership alignment: No beneficial ownership reported; this suggests limited direct alignment at the individual level, though Insignia entities retain significant holdings and influence via designation rights and registration rights .
- Conflicts and RED FLAGS:
- Stockholders’ agreement grants Insignia and others rights to nominate a majority of the Board and includes corporate opportunity waivers allowing them to compete with MAX and do business with MAX counterparties; Broglio’s dual role as Insignia Investment Committee member heightens potential conflict of interest in transactions involving Insignia or affiliates .
- Insignia representatives waive director fees, but the absence of individual share ownership (per proxy) may be viewed as weaker personal alignment; monitor any future changes in beneficial ownership or Form 4 filings (Section 16 compliance noted) .
- Mitigants: Independent Chair; independent committees and annual self-evaluations; regular executive sessions; clear committee charters and oversight of ESG and cybersecurity risk at the committee level .
Bottom line: Broglio brings seasoned private equity and financial expertise to the Compensation Committee, but his Insignia designation and the corporate opportunity waivers embedded in the stockholders’ agreement introduce structural conflicts that investors should monitor, alongside the absence of reported personal share ownership. Continued attention to related-party transactions and secondary offerings by Insignia/affiliates is warranted .