Ramon Jones
About Ramon Jones
Ramon Jones was appointed to MediaAlpha’s Board of Directors effective November 10, 2025, filling a Class I vacancy; he is expected to join the Audit Committee . He brings 25+ years of P&C insurance leadership, most recently serving as EVP and Chief Marketing Officer at Nationwide (2019–2025); prior roles include senior marketing/strategy positions at Nationwide and Manager in Accenture’s Financial Services Strategy practice . He holds a BS in Business Administration (Villanova) and an MBA from Wharton . Age was not disclosed; current board tenure began in November 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Mutual Insurance Company | EVP & Chief Marketing Officer | Nov 2019 – Mar 2025 | Led digital-first transformation; record growth in marketing technology and customer acquisition |
| Nationwide Mutual Insurance Company | Senior marketing, strategy, and general leadership positions | Not disclosed | 25-year career; broad operating leadership in P&C insurance |
| Accenture | Manager, Financial Services Strategy Practice | Not disclosed | Advised major carriers on customer segmentation, distribution strategy, digital transformation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in appointment filings/press release |
Board Governance
- Appointment: Class I director, effective Nov 10, 2025; expected appointment to Audit Committee .
- Independence/Conflicts: Company states no family relationships and no transactions requiring Item 404(a) disclosure; compensation to follow non-employee director policy; indemnification agreement to be executed .
- Audit Committee standards: MAX’s audit committee members must meet SEC/NYSE independence criteria; current committee (as of proxy date) chaired by Lara Sweet, designated audit committee financial expert .
- Board structure: Independent, non-executive Chair (Kathy Vrabeck); Board and all committees chaired by women; 75% independent directors as of 2024 .
- Attendance norms: Board met six times in 2024; all incumbents attended at least 75% of Board/committee meetings over their service period .
- Voting environment: Stockholders’ agreement allows core holders to nominate a majority of the Board; coordinated voting represented ~49% of shares at the 2025 record date .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Annual cash retainer | $40,000 (paid quarterly) | Director compensation policy |
| Annual equity grant | $175,000 in RSUs; granted at annual meeting; shares determined by 20-day average; rounded to next 50 shares; vests at earlier of 1-year or next annual meeting | Director compensation policy |
| Chair/Lead/Committee retainers | Chair: $25,000; Lead Independent Director: $20,000; Audit Chair: $20,000; Compensation Chair: $15,000; Nominating/Gov Chair: $10,000 | Policy retains |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating/Gov: $5,000 (per member, excluding chair) | Policy retains |
| Mid-year joiners | Prorated cash retainers and prorated annual RSU grant at appointment | Policy retains |
| Stock ownership guideline | Non-employee directors: ≥5x annual cash retainer; must retain 75% of shares acquired until guideline met | Corporate governance guidelines |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | Time-based RSUs; no performance conditions | None (time-based vesting) |
| Clawback policy | Company’s incentive-based recovery policy applies to executive officers; directors are not covered by executive clawback scope | N/A (director RSUs time-vest; policy scope detailed for executives) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond MAX |
| Interlocks with competitors/suppliers/customers | None disclosed; Company states no Item 404(a) transactions or family relationships related to appointment |
Expertise & Qualifications
- 25+ years P&C insurance leadership; deep operating, marketing technology, digital acquisition strategy experience .
- Prior strategic consulting background (Accenture Financial Services) focusing on segmentation and distribution strategy .
- Education: BS Villanova; MBA Wharton .
- Fit for Audit: Expected Audit Committee member; independence implied by committee eligibility; financial expert status not designated (current Audit Committee financial expert is Lara Sweet) .
Equity Ownership
| Item | Detail |
|---|---|
| Initial Form 3 filing | Filed Nov 13, 2025, event date Nov 10, 2025 |
| Beneficial ownership at appointment | “No securities are beneficially owned.” (Table I and remarks) |
| Ownership as % of outstanding shares | 0% at appointment; shares outstanding at 2025 record date: Class A 55,895,646; Class B 11,574,029 |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging unless pre-approved; Company states no hedging or pledging by directors/executives to date |
| Stock ownership guidelines compliance | New director; expected to accumulate holdings; guideline requires ≥5x cash retainer; 75% retention of shares until met |
Governance Assessment
-
Strengths:
- Relevant domain expertise (P&C marketing, digital acquisition) directly aligned with MAX’s core marketplace and customer acquisition platform .
- Clean conflicts profile at appointment (no 404(a) related-party transactions; no family relationships) .
- Expected Audit Committee service enhances Board oversight breadth; Audit Committee independence and strong governance practices already established .
- Robust director compensation framework with equity alignment and stock ownership guidelines driving long-term orientation .
- Shareholder support for pay programs: 2025 say-on-pay vote 51,553,713 for vs 5,560,610 against (≈90.2% approval) .
-
Watch items / potential red flags:
- Initial zero share ownership at appointment; alignment will depend on timely RSU grants and progression toward 5x retainer guideline .
- Board composition influenced by stockholders’ agreement (coordinated voting); may affect refreshment dynamics and perceived independence of board majority over time .
- Audit Committee service for a marketing/operator profile is positive for breadth but financial expert duties remain with another director (Lara Sweet) .
Insider Filings & Transactions
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Nov 13, 2025 (event: Nov 10, 2025) | Reports no beneficial ownership; indicates director relationship; includes Power of Attorney filing |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (2024 NEO comp) | 51,553,713 | 5,560,610 | 33,884 | 3,985,987 |
Key References
- Appointment and governance disclosures: Item 5.02 8‑K (Nov 13, 2025) ; Press release (Nov 13, 2025) .
- Director compensation policy and governance practices: DEF 14A (Apr 1, 2025) .
- Form 3 initial ownership: filed Nov 13, 2025 .