Patrick Thompson
About Patrick Thompson
Patrick Thompson, age 45, has served as Chief Financial Officer (CFO) and Treasurer of MediaAlpha (MAX) since December 2021, following senior finance roles at Expedia Group and earlier experience at Bain & Company and Bain Capital. He holds a B.A. in Physics and Mathematics from Bowdoin College and an M.B.A. from the Tuck School of Business at Dartmouth . Company performance during his tenure included a strong 2024 rebound: Transaction Value +151% year-over-year to $1,491.9M and Adjusted EBITDA +254% to $96.1M, with net income of $22.1M; cumulative TSR (fixed $100 basis) for 2024 reported at 35.44 versus peer group 244.01 in the pay-versus-performance table context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expedia Group | CFO, Retail | 2021 (Mar–Nov) | Senior finance leadership for retail business |
| Expedia Group | Interim Head, Investor Relations | 2021 (Jan–Nov) | Led investor communications during transition |
| Expedia Group | SVP, Corporate Finance | 2019–2021 | Corporate finance leadership |
| Expedia Group | VP, Corporate FP&A | 2018–2019 | Enterprise planning and analysis |
| Expedia Group | VP, Strategy & Analytics (EPS) | 2016–2018 | Strategic and analytical leadership for partner solutions |
| Expedia Group | VP, Corporate Development | 2015–2016 | M&A and corporate development |
| Bain & Company | Management Consultant | Prior to 2015 | Strategy consulting |
| Bain Capital | Associate | Prior to Bain & Company | Investment analysis |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 475,000 | 480,000 |
| Target Bonus ($) | 300,000 (67% of salary) | 360,000 (75% of salary) | 360,000 (75% of salary) |
| Director of CFO Ownership Guideline | 3x base salary (policy) | 3x base salary (policy) | 3x base salary (policy) |
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout | Form |
|---|---|---|---|---|---|
| Transaction Value | 50% | $808.1M | $1,491.9M | 150% | Cash bonus (paid Mar 2025) |
| Adjusted EBITDA | 50% | $50.1M | $96.1M | 150% | Cash bonus (paid Mar 2025) |
| Bonus Outcomes | 2022 | 2023 | 2024 |
|---|---|---|---|
| Payout % of Target | 0% | 0% | 150% |
| Bonus Paid ($) | — | — | 540,000 |
| Annual RSU Grants | 2022 | 2023 | 2024 |
|---|---|---|---|
| Time-based RSUs (#) | New-hire awards in 2021; no 2022 annual grant | 213,750 (vests in 16 quarterly installments from 5/15/2023 to 2/15/2027) | 177,500 (vests in 16 quarterly installments from 5/15/2024 to 2/15/2028) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Class A) | 395,250 shares; <1% |
| Unvested RSUs (12/31/2024) | 303,542 RSUs (value $3,426,989 at $11.29) |
| Shares Acquired on Vesting (2024) | 125,805; value realized $2,007,750 |
| Options Outstanding | None (Company does not grant options) |
| Hedging/Pledging | Prohibited; none engaged by directors/executives |
| Ownership Guidelines | CFO must own ≥3× base salary; retain 75% of net shares acquired until met |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Start Date | December 6, 2021 |
| Initial Compensation Package (Nov 2021) | Base salary $450,000; target bonus $275,000; RSU award $2,500,000 (4-year vest); Make-Whole RSU $2,750,000 (2-year vest) |
| Severance (No Change-of-Control) | 12 months base salary; prorated target bonus with 6-month minimum; vesting of any remaining Make-Whole; up to 12 months COBRA contributions (subject to release and covenants) |
| Severance (Change-of-Control; within 3 months before/12 months after) | 18 months base salary (lump sum if termination within window); prorated target bonus with 6-month minimum; full vesting of time-based equity; up to 18 months COBRA contributions |
| Triggers | “Cause”/“Good Reason” definitions; double-trigger structure (termination + CoC) |
| Restrictive Covenants | Noncompetition, nonsolicitation, confidentiality (material compliance required for severance) |
| Clawback | Incentive-Based Compensation Recovery Policy adopted Aug 2023 (restatement-based recovery; 3-year lookback; applies to stock-price/financial reporting metrics) |
Multi-Year Compensation Summary (NEO disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 450,000 | 475,000 | 480,000 |
| Stock Awards ($) | — | 2,964,713 | 3,519,825 |
| Non-Equity Incentive ($) | — | — | 540,000 |
| All Other Compensation ($) | 10,250 | 11,250 | 11,500 |
| Total ($) | 460,250 | 3,450,963 | 4,551,325 |
Performance & Track Record
- 2024 operating rebound: Transaction Value $1,491.9M (+151% YoY), Adjusted EBITDA $96.1M (+254% YoY), net income $22.1M; bonuses paid at 150% of target on both metrics .
- 2022–2023 downturn: Transaction Value $737.5M (2022) and $593.4M (2023); Adjusted EBITDA $22.9M (2022) and $27.1M (2023); no bonuses earned for NEOs in 2022 or 2023 .
- Pay-versus-performance: Company TSR (fixed $100 basis) reported at 35.44 in 2024 versus peer group 244.01; net income and Adjusted EBITDA disclosures align incentive design to profitability and growth .
Compensation Structure Analysis
- Mix shift toward equity: Annual time-based RSUs increased for Thompson from 213,750 shares (2023) to 177,500 (2024) with higher grant-date fair value due to price changes; quarterly vesting through 2028 increases retention and alignment .
- Strong pay-for-performance linkage: 2024 annual bonus tied to Transaction Value and Adjusted EBITDA with symmetric thresholds (80%–120%) and straight-line interpolation; payout at 150% confirms rigorous goal-setting and rebound execution .
- Governance safeguards: No excise tax “gross-ups”, no single-trigger CoC acceleration, clawback policy in place, anti-hedging/anti-pledging policies, pre-clearance and blackout periods mitigate trading risk .
Risk Indicators & Red Flags
- Pledging/Hedging: None by executives; pledging prohibited without Audit Committee approval and hedging prohibited; reduces misalignment risk .
- Option repricing: Company does not grant options; repricing risk not present .
- Related party: Not specific to Thompson; core governance structures (controlled company, stockholders’ agreement) disclosed elsewhere .
Investment Implications
- Alignment: Quarterly RSU vesting and CFO ownership guideline (3× salary and 75% net share retention) support long-term alignment; anti-pledging/hedging constraints reduce adverse trading signals .
- Incentive design: Dual metrics (Transaction Value and Adjusted EBITDA) directly tie cash bonuses to growth and profitability; 2024 maximum payouts reflect a strong cyclical rebound, suggesting variable comp appropriately flexes with cycle .
- Retention/CoC: Double-trigger CoC with 18-month salary and full vesting provides continuity while avoiding single-trigger windfalls; predictable quarterly vesting may create periodic supply but pre-clearance/blackouts and policies lessen selling pressure optics .
- Execution risk: 2022–2023 bonus zeros indicate discipline when targets missed; 2024 outperformance underscores sensitivity to insurance market cycles—investors should monitor Transaction Value and EBITDA trajectories to anticipate comp outcomes and potential insider settlements .