Kathy Vrabeck

About Kathy Vrabeck

Independent, non-executive Chair of the Board of MediaAlpha (MAX), Class III director since 2020; age 61 with term expiring at the 2026 annual meeting. She chairs the Compensation Committee and currently serves on the Audit and Nominating & Corporate Governance Committees (and becomes Chair of Nominating following the 2025 annual meeting). Education: BA in French and Economics (DePauw University) and MBA (Indiana University). Prior operator roles span COO and Chief Strategy Officer at The Beachbody Company and senior leadership across Korn Ferry, Heidrick & Struggles, Legendary Entertainment, and Electronic Arts.

Past Roles

External Roles

Board Governance

• Board leadership: Independent, non-executive Chair with authority to set agendas, preside over executive sessions of independent directors; Board affirms this structure enhances effectiveness.
• Independence: Board determined Kathy Vrabeck is independent under NYSE rules; also independent for Audit, Compensation, and Nominating committee standards.
• Committee assignments and chairs (2024):
  • Compensation Committee: Chair; members Arasu, Broglio, Delehanty, Sweet; met 7 times in 2024.
  • Audit Committee: Member; Chair is Sweet; Arasu and Vrabeck members; met 5 times in 2024.
  • Nominating & Corporate Governance Committee: Member in 2024 (Moyer Chair; Hunt, Vrabeck); post-2025 meeting, Vrabeck becomes Chair with Hunt and Sweet as members.
• Attendance: Board met 6 times in 2024; each incumbent director attended at least 75% of Board and committee meetings.
• Executive sessions: Independent directors hold sessions generally quarterly; chaired by Vrabeck.
• Board composition/diversity signals: 75% independent; Board and all committees chaired by women; 37.5% women; 25% racially/ethnically diverse (2025 proxy).
• Stockholder agreement context: White Mountains, Insignia, and Founders hold nomination and voting agreements enabling a majority of Board nominations—relevant to governance dynamics but Vrabeck herself is independent.

Fixed Compensation (Director)

Director compensation policy components:

• Annual cash retainer: $40,000; annual RSUs: $175,000; initial one-time RSUs for new directors: $300,000 (3-year quarterly vest) [2024 policy]
• Additional annual retainers: Chair $25,000; Lead Independent Director $20,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; members: Audit $10,000; Compensation $7,500; Nominating $5,000.

Performance Compensation (Director)

• Structure: Director equity grants are time-based RSUs; no performance metrics (e.g., revenue, EBITDA, TSR) apply to director grants; annual RSUs vest in full by next annual meeting or 1-year anniversary.
• 2024 grant specifics: 8,850 RSUs with grant date fair value $166,646; outstanding at fiscal year-end 2024: 8,850 RSUs.

Other Directorships & Interlocks

Expertise & Qualifications

• Digital/media and consumer technology operating experience (EA, Legendary Digital) and talent/organizational advisory leadership (Korn Ferry; Heidrick & Struggles).
• Board leadership experience; chairs Compensation and (post-2025) Nominating & Corporate Governance; Audit Committee member.
• Educational credentials: BA (DePauw), MBA (Indiana University).

Equity Ownership

Additional alignment and risk controls:

• Stock ownership guidelines: Non-employee directors must hold stock valued at least 5× the annual cash retainer; directors must retain 75% of net shares acquired from equity awards until compliant.
• Insider trading policy: Prohibits hedging and pledging without approvals; none of directors or executives have engaged in hedging or pledging of MAX stock.

Governance Assessment

• Board effectiveness: Vrabeck’s independent chair role centralizes agenda-setting and oversight; committees met robustly in 2024 (Compensation 7x; Audit 5x; Nominating 4x), and the Board reports annual self-evaluations—positive signals for governance process quality.
• Compensation oversight: As Compensation Chair, Vrabeck leads an all-independent committee that employs ClearBridge Compensation Group as independent advisor, conducts annual risk assessments, and administers clawback policy (NYSE-compliant; adopted Aug 2023)—strong pay governance.
• Independence and attendance: Board determined Vrabeck is independent; incumbent directors met 75%+ attendance thresholds; independent director executive sessions held quarterly—supports investor confidence.
• Pay-for-performance alignment context: While director equity is time-based (standard for boards), NEO programs under her committee use performance metrics (Transaction Value, Adjusted EBITDA) with structured thresholds/targets—demonstrates rigor at the executive level.
• RED FLAGS and mitigants:
  • Controlled-nomination dynamics: Stockholders’ agreement among major holders to nominate and cross-vote a majority may constrain refreshment competition—a governance headwind to monitor. Mitigant: Board maintains 75% independence and independent chairs, with annual self-evaluations.
  • Related-party/pledging/hedging: No pledging/hedging; no Vrabeck-specific related-party transactions disclosed—favorable.
  • Director compensation structure: Cash and RSU mix consistent with market; no meeting fees; additional retainers for leadership roles—no anomalies observed.

Overall, Vrabeck’s governance profile combines independent board leadership, active committee stewardship, strong compensation oversight with clawback and independent advice, and clean related-party posture—supportive of investor confidence at MAX.