Raji Arasu
About Raji Arasu
Raji (Venmal) Arasu, age 55, has served on MediaAlpha’s board since the IPO in 2020 and is currently a Class III director with a term expiring at the 2026 annual meeting. She is Executive Vice President and Chief Technology Officer at Autodesk, Inc. (since April 2021) and holds a B.S. in Computer Engineering from Pune University. She brings deep engineering, platform, and technology leadership experience from Autodesk, Intuit, StubHub (CTO), and eBay.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | EVP & Chief Technology Officer | Apr 2021 – Present | Technology leadership for design software platforms |
| Intuit Inc. | SVP, Intuit Platform | Jan 2016 – Apr 2021 | Led platform initiatives |
| StubHub (eBay subsidiary) | Chief Technology Officer | Nov 2011 – Jan 2016 | Oversaw marketplace technology |
| eBay Inc. | VP Engineering; prior roles since 2001 | 2008 – 2011 (VP); 2001–2008 (other roles) | Scaled commerce platform engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NIC Inc. (public company) | Director | May 2015 – Apr 2021 | No current other public company boards disclosed |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation Committee. Not a committee chair. Audit (5 meetings in 2024); Compensation (7 meetings in 2024).
- Independence: Board determined Ms. Arasu is independent under NYSE rules; also independent for Audit and Compensation Committee service.
- Attendance and engagement: The Board met 6 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Executive sessions of independent directors generally scheduled quarterly.
- Tenure/class: Director since 2020; Class III; term expires at the 2026 annual meeting.
- Board leadership: Independent, non-executive Chair (Kathy Vrabeck) leads the Board and executive sessions.
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Policy amount for non-employee directors |
| Audit Committee member fee | $10,000 | Policy amount for members (non-chair) |
| Compensation Committee member fee | $7,500 | Policy amount for members (non-chair) |
| Committee chair fees | — | Not applicable (not a chair) |
| Total cash fees earned (FY2024) | $57,500 | As reported for Ms. Arasu |
Notes:
- Director fee policy includes the above retainers and member/chair differentials. Representatives of White Mountains and Insignia waive fees; Ms. Arasu is not a representative and received fees per policy.
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 16, 2024 | RSUs (annual director grant) | 8,850 | $166,646 | Vests in full on the earlier of 1-year anniversary or 2025 annual meeting, subject to continued service |
Notes:
- Annual equity target for directors is $175,000 in RSUs determined by 20-day average price; 2024 grant for Ms. Arasu was 8,850 RSUs with grant-date fair value $166,646.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (outside MAX) |
| Prior public boards | NIC Inc. (2015–2021) |
| Potential interlocks | None disclosed involving Ms. Arasu; Compensation Committee’s independent adviser (ClearBridge) deemed independent by the Committee. |
| Related-party exposure | No related-party transactions disclosed involving Ms. Arasu in the 2025 proxy. |
Expertise & Qualifications
- Technology and platform leadership: CTO roles at Autodesk and StubHub; senior engineering leadership at eBay; platform leadership at Intuit.
- Governance experience: Prior public company directorship at NIC Inc.; independent director at MAX with service on Audit and Compensation Committees.
- Education: B.S., Computer Engineering (Pune University).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Class A shares) | 75,557 shares; less than 1% of shares outstanding (as marked “*”) |
| Unvested RSUs at FY2024 year-end | 8,850 RSUs (annual director grant outstanding) |
| Shares pledged/hedged | Company policy prohibits pledging without Audit Committee approval and hedging; none of directors/executives have engaged in pledging/hedging. |
| Director ownership guideline | ≥5x annual cash retainer ($40,000) = $200,000 required value |
| Indicative compliance check | 75,557 shares × $11.29 (12/31/2024 close) ≈ $853,541 vs. $200,000 guideline ⇒ Meets guideline, based on that reference price. |
Footnote: $11.29 per share reflects closing price on 12/31/2024, disclosed in the proxy’s equity tables for valuation context; guideline assessment shown for reference to that date.
Governance Assessment
- Strengths: Independent status; service on both Audit and Compensation Committees indicates broad governance engagement; attendance threshold met; Board led by independent Chair; insider trading policy prohibits hedging/pledging and requires pre-clearance, supporting alignment and risk control.
- Alignment: Director pay is majority equity (FY2024: $166,646 equity vs. $57,500 cash), enhancing ownership mindset; stock ownership guidelines are robust (5x cash retainer), and her disclosed holdings substantially exceed the guideline on a 12/31/2024 reference price.
- Potential risks to monitor: The stockholders’ agreement grants significant nomination and corporate opportunity waivers to White Mountains, Insignia, and the Founders, concentrating influence over Board composition and permitting affiliates to compete for opportunities—this is a structural governance consideration for all directors.
- RED FLAGS: None specific to Ms. Arasu identified in the proxy—no related-party transactions disclosed; Section 16 compliance confirmed by the company for directors and officers. Continue monitoring for any future interlocks with Autodesk counterparties that may intersect with MAX’s customers or vendors.
Appendix: Board and Committee Snapshot (for context)
- Board independence and diversity: 75% independent; Board and all committees chaired by women.
- Meeting cadence 2024: Board (6), Audit (5), Compensation (7), Nominating & Governance (4).
- Executive sessions: Generally held quarterly, led by independent Chair.