Eugene Nonko
About Eugene Nonko
Eugene Nonko is a co-founder of MediaAlpha (MAX), a current director (Class I; term expires 2027; director since 2020), and transitioned from Chief Technology Officer (CTO) to Chief Architect on June 30, 2025. He previously served as VP, R&D at Oversee.net (2004–2010) and as a Software Engineer at Microsoft (2001–2004), and holds B.S. and M.S. degrees in Information Technology and Economics from Altai State Technical University. Age: 44 (as disclosed in the 2025 proxy). He is not considered an independent director by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MediaAlpha, Inc. | Chief Architect (non-executive individual contributor) | Jun 30, 2025–present | Focus on long-range technical vision and architecture; remains on Board. |
| MediaAlpha, Inc. | Chief Technology Officer; Co-founder | Jun 2011–Jun 2025 | Technology leadership since inception; Board director since 2020. |
| Oversee.net | VP, Research & Development | 2004–2010 | Led R&D at technology-driven media company. |
| Microsoft | Software Engineer | 2001–2004 | Engineering role at large-scale software company. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Nonko in past five years. |
Board Governance
- Independence status: Not independent; Board identifies independent directors separately and does not include Nonko.
- Committee memberships: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees.
- Attendance: Board met six times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings.
- Board structure: Independent, non-executive Chair (Kathy Vrabeck); independent directors hold executive sessions, generally quarterly.
- Stockholders’ Agreement influence: Founders (including Nonko) have nomination rights; Founders, White Mountains, and Insignia agree to vote for each other’s nominees, representing 49% of shares outstanding at the 2025 record date for certain elections.
- Say-on-Pay (2025 meeting): 51,553,713 For; 5,560,610 Against; 33,884 Abstain; broker non-votes 3,985,987.
Fixed Compensation
| Year | Base Salary | Notes |
|---|---|---|
| 2024 | $550,000 | A portion of salary was temporarily delivered in quarterly “Salary RSUs” through June 14, 2024, after which salary returned to cash. |
| 2025 | $550,000 | Maintained upon transition to Chief Architect effective June 30, 2025. |
Performance Compensation
| Item | 2024 Plan Details | 2024 Actual/Payout |
|---|---|---|
| Target bonus opportunity | 100% of base salary ($550,000) | Earned at 150% of target. |
| Metrics | Transaction Value (50% weight); Adjusted EBITDA (50%) | Targets: TV $808.1m (min $646.5m/max $969.7m); Adj. EBITDA $50.1m (min $40.1m/max $60.1m). |
| Results vs metrics | Transaction Value $1,491.9m; Adj. EBITDA $96.1m | Both at 150% payout. |
| Delivery form | PRSUs granted in lieu of cash bonus | 69,999 PRSUs vested for 2024 after max performance. |
| Equity Grants | Grant Date | Type | Amount/Value | Vesting |
|---|---|---|---|---|
| Annual LTI 2024 | Mar 15, 2024 | Time-based RSUs | 291,400 RSUs | 16 equal quarterly installments from May 15, 2024 to Feb 15, 2028. |
| Salary RSU (salary-in-equity) | Dec 15, 2023 and Mar 15, 2024 | RSUs in lieu of salary | 12,150 RSUs (Dec); 6,400 RSUs (Mar) | Each vested in full three months after grant. |
| 2025 Transition Equity | Jul 15, 2025 (effective) | Time-based RSUs | $750,000 grant value; #RSUs based on 20-day avg price pre-grant | Vests in 16 equal quarterly installments starting Aug 15, 2025. |
Other key compensation features:
- Clawback: Incentive-Based Compensation Recovery Policy adopted Aug 2023; applies to financial restatements for 3 prior fiscal years.
- “No single-trigger” CIC; independent consultant (ClearBridge) supports Comp Committee; bonus metrics and targets established annually.
- Excise tax gross-ups: Company states no 280G/4999 excise tax gross-ups; however, 2024 “All Other Compensation” includes reimbursements for self-employment taxes (with tax gross-ups) for Yi and Nonko.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Nonko. |
| Compensation Committee interlocks | 2024 Compensation Committee had no interlocks with issuer where committee members served as officers; Nonko not on the committee. |
Expertise & Qualifications
- Technology founder and long-tenured technology leader (CTO 2011–2025; Chief Architect from 2025), with prior senior R&D/engineering roles at Oversee.net and Microsoft, aligning with MAX’s digital advertising/marketplace platform.
- Education in Information Technology and Economics (B.S./M.S.), indicating quantitative and technical proficiency.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Voting Power |
|---|---|---|---|
| Eugene Nonko (beneficially) | 2,100,279 (4%) | 3,970,051 (34%) | 9% of total voting power (as of 3/20/2025) |
Additional ownership and policy notes:
- Outstanding (unvested) equity at 12/31/2024: 538,186 RSUs; 69,999 PRSUs (the PRSUs vested in Q1’25 after performance certification).
- Hedging/pledging: Company policy prohibits hedging; pledging requires Audit Committee approval; none of the directors/executives engaged in hedging or pledging.
- Ownership guidelines: CTO guideline at 6x salary; directors at 5x annual cash retainer; 75% net shares retention until compliant. (Company does not disclose individual compliance status.)
Insider Trades
| Date | Plan Type | Scope | Plan End | Notes |
|---|---|---|---|---|
| Aug 13, 2025 | Rule 10b5-1 trading plan | Sale of up to 1,407,500 Class A shares (approx. 21% of his and family entities’ total holdings) | May 6, 2026 | Adopted while serving as Chief Architect; amounts/prices per plan formulas. |
Fixed Compensation (Director)
| Item | Non-Employee Director Policy | Nonko Treatment |
|---|---|---|
| Annual cash retainer | $40,000 + committee/chair retainers | Not paid; Nonko not compensated separately as a director in 2024. |
| Annual equity grant | $175,000 in RSUs (vesting at next AGM/1 year) | Not paid; applicable to non-employee directors only. |
Related Party & Conflicts
- Founder control mechanics: Founders (including Nonko), White Mountains, and Insignia hold nomination and voting arrangements that can impact Board composition (e.g., mutual voting covenants and nomination rights by ownership thresholds).
- Audit Committee reviews and approves related party transactions; policy framework in place.
- Tax gross-up practice: While the Company avoids 280G/4999 excise tax gross-ups, reimbursements for self-employment taxes (with related tax gross-ups) were paid to founders (including Nonko), a shareholder-unfriendly feature.
Governance Assessment
- Strengths: Independent Board Chair; key committees fully independent; regular executive sessions; robust attendance; use of independent comp consultant; formal clawback; no single-trigger CIC; Director stock ownership guidelines.
- Risks/Red flags:
- Non-independence: Nonko is an employee/founder-director, not independent; combined with founders’ nomination/voting rights, this can concentrate influence and present potential conflicts.
- 10b5-1 selling program: Plan to sell up to ~21% of holdings through May 2026—while routine, it’s a notable size and a supply overhang to monitor.
- Tax gross-ups: Reimbursement of self-employment taxes (with gross-ups) to founders contradicts strict shareholder-alignment best practices.
- Compensation design: Metrics tied to Transaction Value and Adjusted EBITDA with rigorous thresholds; 2024 paid at max reflecting strong recovery; equity vesting primarily time-based (PRSUs for founders used in lieu of cash bonus).
Employment & Contracts
- Employment Agreement (amended multiple times): Provides for severance upon termination without cause/good reason (18 months base salary; prorated target bonus formula with additional 183 days credit; 18 months service credit on time-based equity; 18 months COBRA; subject to release and restrictive covenants); CIC protection provides lump-sum severance and full vesting of time-based equity if terminated without cause/for good reason within 12 months post-CIC (or non-renewal within the CIC protection window).
- 2025 transition amendment: Role changed to Chief Architect; 2025 target bonus prorated to blended 85% of salary; additional prorated RSU grant ($750,000) with 16 quarterly vesting from Aug 15, 2025.
Compensation Committee Analysis (Structure & Advisors)
- Committee composition: Independent directors only; chaired by Kathy Vrabeck; scope includes NEO comp, director comp, incentive plans, and pay equity/human capital oversight.
- Advisor: ClearBridge Compensation Group engaged as independent advisor; Board affirmed no conflicts.
- Peer group: Cardlytics, CarGurus, Cars.com, Eventbrite, EverQuote, LendingTree, LiveRamp, Magnite, NerdWallet, PROS, PubMatic, Quotient, QuinStreet, System1, TripAdvisor, Viant, Yelp, ZipRecruiter.
Say-On-Pay & Shareholder Feedback
- 2025 say-on-pay outcome: Approved with 51,553,713 For; 5,560,610 Against; 33,884 Abstain; broker non-votes 3,985,987.
Director Compensation (Policy Reference)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee) | $40,000 |
| Annual RSU value (non-employee) | $175,000 |
| Chair/Committee retainers | Chair $25,000; Lead Independent $20,000; Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000; Audit member $10,000; Comp member $7,500; Nominating member $5,000. |
Equity Ownership Details (Awards Outstanding at 12/31/2024)
| Award Type | Units | Notes |
|---|---|---|
| Unvested RSUs | 538,186 | Unvested time-based as of year-end 2024. |
| PRSUs (2024 bonus) | 69,999 | Vested in Q1 2025 after performance certification at max. |
Related Policies
- Insider Trading Policy: Pre-clearance for directors/executives; quarterly blackout; hedging prohibited and pledging requires approval; no current hedging/pledging by directors/executives.
- Stock Ownership Guidelines: CTO 6x salary; non-employee directors 5x annual retainer; 75% net shares retention until met.
RED FLAGS: Not independent; sizable 10b5-1 selling program; reimbursement of self-employment taxes (with gross-ups) to founder-directors.