Jeffrey Coyne
About Jeffrey Coyne
Jeffrey B. Coyne, 58, is General Counsel and Secretary of MediaAlpha (MAX) since May 2021; he holds a B.A. in Economics from Duke University and a J.D. from the University of Southern California Law Center . His incentive compensation is tied to company-level performance metrics—Transaction Value and Adjusted EBITDA—with payouts determined post-audit, aligning pay with profitable growth priorities . In 2024 he received a 150% of target cash bonus ($300,000 vs. $200,000 target), indicating above-target achievement against those metrics for the year . Coyne beneficially owns 152,224 Class A shares (<1%), with executive stock ownership guidelines requiring “other executive officers” to hold stock equal to at least 2× base salary and retain 75% of shares until compliant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veritone, Inc. (AI technology provider) | EVP, General Counsel & Secretary | 2016–2021 | Legal leadership at an AI solutions company |
| Newport Corporation (acquired by MKS Instruments) | VP, then SVP, General Counsel & Corporate Secretary | 2001–2016 | Legal leadership at a global advanced technology supplier |
| Stradling Yocca Carlson & Rauth | Partner, Corporate & Securities | — | Technology-focused law firm partner |
External Roles
No current public company board seats or external directorships disclosed for Coyne in the 2025 proxy .
Fixed Compensation
Multi-year compensation summary for Coyne:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 383,333 | — | 1,488,834 | — | 12,783 | 1,884,950 |
| 2023 | 397,500 | — | 1,647,063 | — | 13,200 | 2,057,763 |
| 2024 | 400,000 | — | 2,049,431 | 300,000 | 13,800 | 2,763,231 |
- Base salary remained $400,000 in 2024 (no change vs. 2023) .
- “All Other Compensation” in 2024 includes a $13,800 401(k) employer match .
Performance Compensation
Annual incentive plan design and 2024 outcome:
| Metric | Weighting | Target (Cash $) | Actual Payout (Cash $) | Payout Percentage | Payout Timing |
|---|---|---|---|---|---|
| Transaction Value | 50% | 100,000 (50% of $200,000 target) | Part of $300,000 total payout | 150% plan max | Determined Q1 following fiscal year |
| Adjusted EBITDA | 50% | 100,000 (50% of $200,000 target) | Part of $300,000 total payout | 150% plan max | Determined Q1 following fiscal year |
- 2024 target incentive: 50% of base salary ($200,000) .
- Actual 2024 cash bonus paid: $300,000 (150% of target) .
2024 equity grant (time-based):
- RSUs: 103,350 shares granted on March 15, 2024 under the 2020 Omnibus Incentive Plan; grant-date fair value $2,049,431 .
- Vesting: 16 equal quarterly installments from May 15, 2024 through February 15, 2028, subject to continued service .
Company equity award policy:
- 2024 long-term incentives granted as time-based RSUs (no performance RSUs for Coyne), due to share price volatility and difficulty setting credible long-term goals; the company does not grant stock options .
Equity Ownership & Alignment
| Holder | Class A Shares | Ownership % | Class B Shares | Voting Power % |
|---|---|---|---|---|
| Jeffrey Coyne | 152,224 | <1% | — | <1% |
- Stock ownership guidelines: “other executive officers” must own stock valued at least 2× base salary; retention requirement to hold 75% of shares until compliant .
- Hedging/pledging: Prohibited without prior approval; none of the directors or executives have engaged in hedging or pledging transactions .
- Approximate value vs. guideline: Using 12/31/2024 closing price of $11.29 and 152,224 shares, indicative value ≈ $1.72 million, exceeding the 2× salary guideline ($800,000); formal compliance status not stated in the proxy .
Employment Terms
Severance agreement:
- Coyne is party to a severance compensation agreement (June 2022) that conditions benefits on a release and compliance with noncompetition, nonsolicitation and other restrictive covenants .
Key definitions:
- “Cause” includes felony-related events, fraud/embezzlement, willful failure to comply after notice, chronic non-medical absence, illegal drug use affecting performance, gross negligence/willful misconduct causing substantial injury, or breaches of non-compete/solicitation/confidentiality/proprietary information agreements (with cure periods where applicable) .
- “Good reason” includes reductions in base salary or target bonus (outside an equal across-the-board reduction), material changes in title/reporting/responsibilities, relocation >25 miles, or material breach of employer obligations (with cure periods and timing requirements) .
Estimated severance—other qualifying terminations (as of 12/31/2024, no change of control):
| Component | Amount ($) |
|---|---|
| Salary-based severance (12 months) | 400,000 |
| Incentive-based severance | 300,000 |
| Continuation of benefits | 35,200 |
| Total estimated payments | 735,200 |
Change-of-control (double-trigger) economics:
- If terminated without cause or for good reason within 3 months prior to or 12 months after a change of control: 18 months’ base salary, up to 18 months of employer-paid COBRA, prorated portion of target annual bonus (≥6-month minimum), and full vesting of time-based equity awards; base salary and prorated bonus paid in lump sum in that window .
- Estimated CoC payouts (as of 12/31/2024): | Component | Amount ($) | |---|---:| | Salary-based severance (18 months, lump sum) | 600,000 | | Incentive-based severance (100% of target, lump sum) | 200,000 | | Equity vesting (aggregate market value at $11.29/share) | 2,119,686 | | Continuation of benefits (18 months) | 52,800 | | Total estimated payments | 2,972,486 |
Clawback and recovery:
- Incentive-Based Compensation Recovery Policy (adopted August 2023) requires reimbursement of erroneously awarded incentive pay following an accounting restatement; applies to compensation received on/after October 2, 2023 and within the three fiscal years prior to the restatement determination .
Investment Implications
- Strong pay-for-performance linkage: 2024 bonus tied 50/50 to Transaction Value and Adjusted EBITDA with a 150% payout at plan maximum, reinforcing alignment with profitable growth results .
- Retention: Significant unvested time-based RSUs vest quarterly through February 2028, providing multi-year retention incentives and alignment with shareholder value; options are not used, reducing leverage risk .
- Governance risk mitigants: Prohibitions on hedging/pledging (none engaged) and a robust clawback policy reduce misalignment and financial restatement risk exposure .
- Change-of-control terms: Double-trigger severance and full vesting of time-based RSUs in a CoC termination scenario create clear economics, with total estimated CoC payments of ~$3.0 million as of 12/31/2024 .
- Ownership alignment: Beneficial ownership (~152k shares) combined with stringent stock ownership guidelines and retention requirements suggests adequate alignment, even as ownership is modest relative to founders and large holders .