Keith Cramer
About Keith Cramer
Keith Cramer, 44, is Chief Revenue Officer at MediaAlpha (NYSE: MAX) since February 2025, after serving as SVP, Supply Partnerships from March 2014 to February 2025 . He holds a B.S. in Management and Economics (University of Florida, Warrington College) and an MBA (Oklahoma Christian University) . Company performance during 2020–2024 shows cumulative TSR rising from 117.14 to 244.01, net income swinging from a loss in 2023 to $22.1m in 2024, and Adjusted EBITDA reaching $96.1m in 2024, with Transaction Value up 151% YoY to $1,491.9m—metrics the Compensation Committee identified as most important for executive pay linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MediaAlpha | Chief Revenue Officer | 2025–present | Senior executive role overseeing revenue amid rebound in insurance verticals |
| MediaAlpha | SVP, Supply Partnerships | 2014–2025 | Built and managed supply relationships across insurance marketplace |
| Vantage Media | Vice President | 2012–2014 | Led online customer acquisition in insurance and education verticals |
| QuinStreet | Senior Director, Insurance; Director, Insurance; Senior Manager, SureHits Publishing | 2008–2012 | Drove performance marketing and insurance category growth |
External Roles
No public company board roles or external directorships are disclosed for Cramer in the 2025 DEF 14A executive officer biography .
Fixed Compensation
- Base salary and target bonus specific to Cramer are not disclosed in the proxy or 10-K exhibits; his employment is at-will .
Performance Compensation
Company annual incentive framework for senior executives (2024):
- Metrics: Adjusted EBITDA and Transaction Value; threshold/target/max payout levels correspond to 50%/100%/150% of target .
- Actual 2024 achievement exceeded maximum for both measures (PEO/CTO PRSUs vested at the 150% outcome) .
| Metric | Weighting | Target Definition | Actual 2024 Outcome | Payout Mechanism | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Plan targets set by Compensation Committee | Exceeded maximum level | 50/100/150% of target bonus; PEO/CTO via PRSUs | PEO/CTO PRSUs vested at 150%; CFO/GC cash bonuses per plan |
| Transaction Value | Not disclosed | Plan targets set by Compensation Committee | Exceeded maximum level | 50/100/150% of target bonus; PEO/CTO via PRSUs | PEO/CTO PRSUs vested at 150%; CFO/GC cash bonuses per plan |
Notes:
- Company did not grant stock options; equity incentives are RSUs/PRSUs .
- Annual RSUs granted in March 2024 vest in equal quarterly installments over four years (May 15, 2024 to Feb 15, 2028) for NEOs; framework likely applies broadly but Cramer-specific grants are not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: other executive officers must hold MediaAlpha stock valued at ≥2× base salary, and must retain 75% of shares acquired from equity awards until compliant .
- Anti-hedging/anti-pledging policy: no director/officer/employee may buy/sell derivative securities; pledging is prohibited unless Audit Committee approves .
- Options: Company does not grant stock options; equity awards are RSUs/PRSUs .
- Insider trading arrangements and activity (2024–2025):
- Rule 10b5-1 plan: On Sep 5, 2025, Cramer adopted a plan to sell up to 115,000 shares through Sep 15, 2026; this equals ~31% of his total (vested and unvested) holdings as of Sep 30, 2025 .
- Secondary offering participation: On Mar 12, 2024, Insignia and Keith Cramer sold an aggregate 3,000,000 Class A shares in an underwritten offering (Issuer received no proceeds); Cramer’s individual allocation not disclosed .
- Form 144/context: Management explained in an investor discussion that Cramer, an early employee with K‑1 partner status under the Up‑C structure, may need to sell shares to fund quarterly estimated taxes given the inability to use standard withhold-and-sell mechanics; sales characterized as tax-covering rather than programmatic liquidation .
| Item | Details | Date/Period |
|---|---|---|
| Rule 10b5-1 plan shares | Up to 115,000 (≈31% of total holdings) | Adopted Sep 5, 2025; ends Sep 15, 2026 |
| Secondary offering participation | Part of 3,000,000-share selling stockholders (Insignia + Cramer) | Closed Mar 12, 2024 |
| Hedging/Pledging policy | Prohibited; pledging requires Audit Committee approval | Ongoing policy |
| Options outstanding | None; company does not grant stock options | As of Dec 31, 2024 |
Employment Terms
Severance Agreement (Feb 19, 2021) economics for Keith Cramer:
| Provision | Terms |
|---|---|
| Qualifying termination (no cause/good reason) | Accrued obligations; 1.0× base salary paid over 12 months; pro‑rata Target Bonus with a minimum equivalent to 183 days; 12 months employer COBRA premium contributions; withheld distributions on vested LLC securities paid |
| Change-of-control protection period | 3 months before/12 months after a Change of Control |
| CoC termination (double-trigger) | 1.5× base salary over 18 months; pro‑rata Target Bonus over 18 months; 18 months employer COBRA premium contributions; full vesting of time-based equity upon termination (to extent more favorable) |
| Release requirement | Severance contingent on signing, non-revocation of release within 60 days; payments delayed until release effective; if straddling tax years, commence in second year |
| Clawback/recoupment | Severance ceases and may be clawed back upon material violation of restrictive covenants, subject to court determination on challenge |
| Non-compete | Worldwide scope covering the Company’s business and active strategic plans; duration during employment/service |
| Non-solicit | Two years after termination—no hiring/soliciting employees or inducing business partners to reduce/do not commence business |
| Definitions | Cause and Good Reason definitions aligned with typical triggers (criminal acts, fraud, willful noncompliance, material duty failures; salary/bonus reduction, role/responsibility reduction, relocation >25 miles, material breach) |
| Employment status | At‑will employment |
Company Performance Context (for pay linkage)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 122.63 | 48.46 | 31.23 | 35.00 | 35.44 |
| Peer Group TSR (value of $100) | 117.14 | 157.59 | 113.16 | 178.62 | 244.01 |
| Net Income (loss), $000s | 10,562 | (8,475) | (72,446) | (56,555) | 22,118 |
| Transaction Value, $000s | 815,712 | 1,018,970 | 737,514 | 593,438 | 1,491,860 |
| Adjusted EBITDA, $000s | 58,074 | 58,167 | 22,858 | 27,121 | 96,111 |
Fiscal 2024 highlights:
- P&C insurance Transaction Value: +325% YoY to $1,178.5m
- Total Transaction Value: +151% YoY to $1,491.9m
- Net income: $22.1m; Adjusted EBITDA: $96.1m
- Most important performance measures used in pay linkage: Adjusted EBITDA and Transaction Value .
Investment Implications
- Alignment: Cramer’s severance and double-trigger CoC terms (salary multiple, pro‑rata bonus, equity vesting credit) are standard and align incentives to continuity while avoiding single-trigger windfalls; equity incentives rely on RSUs/PRSUs tied to Adjusted EBITDA and Transaction Value, consistent with a CRO’s remit .
- Retention risk: Strong non-compete (worldwide) and two-year non‑solicit, coupled with service‑based RSU vesting schedules, provide retention hooks; severance is conditioned on covenant compliance and release execution, further reducing exit risk .
- Insider selling pressure: The Rule 10b5‑1 plan to sell up to 115,000 shares (~31% of holdings) through Sep 2026 signals potential supply; management’s Up‑C/K‑1 tax explanation suggests sales may be predominantly tax‑covering, moderating adverse signal interpretation .
- Governance/ownership: Ownership guidelines (≥2× salary; 75% retention) and anti‑hedging/pledging policies promote alignment; absence of options eliminates repricing risk and reduces volatility in realized pay .
- Performance backdrop: 2024 recovery in Transaction Value and EBITDA materially improves pay‑for‑performance optics; sustainability depends on carrier spend normalization and continued execution in lower‑funnel customer acquisition where CRO leadership is pivotal .