Christopher Delehanty
About Christopher Delehanty
Independent Class I director of MediaAlpha (MAX), age 42, serving since 2020; current term expires at the 2027 annual meeting . He is Head of Corporate Development and M&A at White Mountains Capital, with prior roles in private equity at Alta Communications and investment banking at UBS Investment Bank; he holds a B.S. in Finance from Boston College . The Board has affirmatively determined he is independent under NYSE listing standards (considering affiliations) , and he was designated to the MAX Board by White Mountains pursuant to the Stockholders’ Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Mountains Capital | Head of Corporate Development & M&A | 2009–present | Direct investing/M&A in insurance & financial services |
| Alta Communications | Private Equity | Prior to 2009 | Deal experience in media/communications |
| UBS Investment Bank | Investment Banking | Prior to 2009 | Transactions exposure, financing |
External Roles
| Entity | Role | Public Company Board | Notes |
|---|---|---|---|
| White Mountains Insurance Group, Ltd. | Senior leader affiliation | No separate MAX disclosure of Delehanty serving on WTM board | MAX discloses Mr. Yi serves on WTM board; no other MAX directors (incl. Delehanty) have served on other public boards in past 5 years |
Board Governance
- Committee memberships: Compensation Committee member; committee chaired by Kathy Vrabeck; other members include Venmal (Raji) Arasu, Anthony Broglio, and Lara Sweet; met seven times in 2024 .
- Not on Audit Committee (Sweet—Chair; Arasu; Vrabeck); met five times in 2024 .
- Not on Nominating & Corporate Governance Committee (2024: Moyer—Chair; Hunt; Vrabeck; post-2025 annual meeting: Vrabeck—Chair; Hunt; Sweet); met four times in 2024 .
- Independence status: Board determined Delehanty is independent under NYSE rules, considering all applicable relationships .
- Attendance: Board met six times in 2024; each incumbent director attended at least 75% of Board and committee meetings for their service period .
- Board leadership: Independent, non-executive Chair (Kathy Vrabeck); executive sessions of independent directors held generally with quarterly meetings .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $0 (White Mountains representatives waive fees) | $0 (not listed among RSU award recipients; others not listed received no director pay) | $0 |
- Director compensation policy (reference): $40,000 annual cash retainer; annual RSUs targeted at $175,000 (vest fully at next annual meeting or one-year anniversary); chair and committee retainers: $25,000 Board Chair; $20,000 Lead Independent; $20,000 Audit Chair; $15,000 Compensation Chair; $10,000 Nominating Chair; $10,000 Audit member; $7,500 Compensation member; $5,000 Nominating member. Representatives of White Mountains and Insignia annually waive fees under the policy .
Performance Compensation
- Directors do not receive performance-based compensation; annual equity awards for directors are time-vesting RSUs and not tied to performance metrics .
- As a Compensation Committee member, Delehanty oversees executive pay tied to rigorous performance metrics. 2024 NEO annual incentive plan metrics and outcomes:
| Measure | Threshold (50% payout) | Target (100% payout) | Maximum (150% payout) | Actual Result | Payout |
|---|---|---|---|---|---|
| 2024 Transaction Value | $646.5 million | $808.1 million | $969.7 million | $1,491.9 million | 150% |
| 2024 Adjusted EBITDA | $40.1 million | $50.1 million | $60.1 million | $96.1 million | 150% |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Designation | White Mountains designated Delehanty to the Board; Insignia designated Broglio; Founders designated Nonko and Yi, under Stockholders’ Agreement . |
| Voting agreements | White Mountains, Insignia, and Founders agree to vote for each other’s Board nominees; their combined votes represented 49% of shares outstanding for the 2025 record date . |
| Corporate opportunity waiver | Stockholders’ Agreement permits White Mountains, Insignia, and Founders (and affiliates) to engage in competing businesses and does not require them to offer corporate opportunities to MAX . |
| Registration rights | White Mountains and Insignia have shelf/demand/piggyback registration rights; executed offerings of 7,590,000 shares (May 10, 2024) and 3,000,000 shares (Mar 12, 2024) under these rights . |
Expertise & Qualifications
- Finance/M&A leadership in insurance and financial services; direct investing and transaction execution .
- Prior PE and investment banking roles at Alta Communications and UBS, indicating strong capital markets and deal-making experience .
- Academic credential: B.S. in Finance, Boston College .
- Compensation Committee service provides governance exposure to pay design, risk assessment, and consultant oversight .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Percent Voting Power | Notes |
|---|---|---|---|---|
| Christopher Delehanty | — (less than 1%) | — | — | Disclaims beneficial ownership of securities held by White Mountains . |
| White Mountains (affiliate) | 17,856,614 Class A (32%) | — | 26% total voting power | White Mountains and affiliate WM Hinson exercise control; directors/officers disclaim beneficial ownership . |
- Insider trading policy prohibits hedging and pledging without approvals; company states no directors or executives have engaged in hedging or pledging transactions .
- Director and executive stock ownership guidelines: non-employee directors must own stock valued at least 5x annual cash retainer; executives have higher multiples; 75% of net shares from equity awards must be retained until guideline met . Compliance status by individual is not disclosed.
Governance Assessment
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Strengths:
- Independence affirmed despite significant shareholder affiliations; Compensation Committee fully independent under SEC/NYSE rules .
- Strong committee infrastructure; robust cadence of meetings and annual Board/committee self-evaluations .
- Compensation governance: independent consultant (ClearBridge), annual peer review, pay-for-performance alignment with Transaction Value and Adjusted EBITDA .
-
Potential conflicts and investor watch items:
- RED FLAG: Controlling shareholder rights and corporate opportunity waiver. White Mountains, Insignia, and Founders can compete with MAX and are not obliged to present corporate opportunities, which can create perceived conflicts; Delehanty’s designation by White Mountains heightens sensitivity .
- RED FLAG: Tax Receivables Agreement (TRA) obligations could be substantial (hypothetical ~$164 million if all Class B-1 units exchanged at $11.29 as of 12/31/2024), potentially impacting liquidity; counterparties include White Mountains/Insignia/Senior Executives .
- Shareholder influence: Voting agreements among major holders determine Board composition; concentrated ownership and registered offerings by major holders can affect governance optics and stock overhang .
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Engagement and attendance:
- Met at least the ≥75% attendance threshold in 2024 across Board/committee meetings; executive sessions held regularly, supporting independent oversight .
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Director pay alignment:
- Representatives of White Mountains/Insignia waive director fees; Delehanty received no director cash fees or RSUs in 2024, limiting “skin-in-the-game” via personal holdings but mitigating pay conflicts .
Overall, Delehanty brings deep insurance/M&A expertise and serves on a key compensation oversight body, but investors should monitor influence of major shareholders (including his designator), the corporate opportunity waiver framework, and TRA obligations for potential conflict optics and capital allocation constraints .