Steven Yi
About Steven Yi
Steven Yi, 54, is Chief Executive Officer, President, and Co-Founder of MediaAlpha (including its predecessor), serving as CEO since June 2011 and a director since 2020; he holds an A.B. in East Asian Studies and a J.D. from Harvard University . Company performance in 2024 rebounded sharply: Total Transaction Value rose 151% YoY to $1,491.9 million, P&C Transaction Value rose 325% YoY to $1,178.5 million, Net Income was $22.1 million (vs. a 2023 loss), and Adjusted EBITDA rose 254% YoY to $96.1 million . Pay-versus-performance disclosures identify Adjusted EBITDA and Transaction Value as the most important measures linking executive pay to performance; cumulative TSR for 2020–2024 shows Company TSR vs. peer group TSR per Item 201(e) methodology .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oversee.net | SVP & GM, Marketing Services | 2007–2009 | Led technology-driven media properties; domain expertise in performance marketing . |
| Fareloop LLC | Co-Founder & CEO | 2009–2011 | Built a travel comparison platform, entrepreneurial product-market execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| White Mountains Insurance Group, Ltd. | Director | Since May 2023 | Insurance ecosystem network; governance experience at a publicly reporting company . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $550,000 | No change vs. 2023; cash salary payments resumed effective Jun 15, 2024 . |
| Target Annual Bonus % | 100% of base salary | $550,000 target for 2024 . |
| Salary RSUs | 6,400 RSUs granted Mar 15, 2024 | Salary RSUs vested in full on Jun 15, 2024; prior Dec 15, 2023 Salary RSUs related to Q1 2024 vesting included in 2024 vesting totals . |
| Director Fees | N/A (policy covers non‑employee directors) | Non‑employee directors receive cash retainer and RSUs; employee directors are not covered by that policy . |
| Total Reported Compensation (2024) | $6,946,218 | Salary $550,000; Stock Awards $6,374,490; Other $21,728 . |
Performance Compensation
2024 Annual Incentive Plan Design and Outcomes
| Metric | Weighting | Threshold (50% payout) | Target (100% payout) | Max (150% payout) | Actual | Payout |
|---|---|---|---|---|---|---|
| Transaction Value | 50% | $646.5 million | $808.1 million | $969.7 million | $1,491.9 million | 150% . |
| Adjusted EBITDA | 50% | $40.1 million | $50.1 million | $60.1 million | $96.1 million | 150% . |
| Incentive Detail | Target | Actual / Vesting |
|---|---|---|
| Cash Bonus Earned (Yi) | $550,000 | $825,000 (150% of target); 2024 earned value mirrored by PRSUs granted in lieu of cash (policy reverted to cash in 2025) . |
| PRSU grant (Mar 15, 2024) | 29,150 target PRSUs | 69,999 PRSUs vested based on max achievement; vesting finalized in Q1 2025 . |
| Long-term RSUs (Mar 15, 2024) | 291,400 time-based RSUs | Vest quarterly in 16 equal installments from May 15, 2024 to Feb 15, 2028 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 20, 2025) | 2,030,232 Class A shares (4%); 46,166 Class B shares (<1%); Total voting power 3% . |
| Unvested Equity (Dec 31, 2024) | 538,186 RSUs ($6,076,120 at $11.29/sh); 69,999 PRSUs ($790,289) pending vest determination (vested Q1 2025 per plan) . |
| 2024 Vesting Activity | 239,674 shares vested; value realized $3,873,790 . |
| Vesting Cadence | LTI RSUs vest in equal quarterly tranches through Feb 15, 2028 . |
| Insider Policy | Hedging prohibited; pledging prohibited absent Audit Committee approval; none of directors/executives have hedged or pledged . |
| Ownership Guidelines | CEO must hold ≥ 6x base salary; must retain 75% of net shares until guideline met . |
| Section 16 | All reporting requirements satisfied in the most recent fiscal year . |
Employment Terms
| Provision | Core Economics / Triggers | Change-of-Control (CoC) Nuances |
|---|---|---|
| Base Severance (No CoC) | 18 months base salary; incentive-based severance equal to 150% of target incentive; continuation of benefits; accelerated vesting of time-based RSUs equal to 18 months of service credit; subject to release and restrictive covenant compliance . | |
| CoC + Qualifying Termination | Lump-sum 18 months base salary; incentive-based severance (150% of target incentive); full vesting of time-based equity; benefits continuation; also payable upon non-renewal within Change of Control Protection Period . | |
| Estimated Payments (as of Dec 31, 2024) | No CoC Total: $5,549,450 (Salary $825,000; Incentive $825,000; Stock $3,846,650; Benefits $52,800) . | CoC Total: $7,778,920 (Salary $825,000; Incentive $825,000; Stock $6,076,120; Benefits $52,800) . |
| Restrictive Covenants | Noncompetition, nonsolicitation, confidentiality; “cause” and “good reason” defined in agreement . | |
| Bonus Payment Form Changes | PRSUs in lieu of cash since 2022; cash salary partially replaced by Salary RSUs (Sep 15, 2023–Jun 15, 2024); base salary resumed in cash effective Jun 15, 2024; annual incentive resumed in cash for Mr. Yi in 2025 . |
Board Governance
- Board Service: Director since 2020; nominated as Class II, proposed term through 2028 .
- Independence and Leadership: Independent, non-executive Chair (Kathy Vrabeck); Yi serves as employee director (not listed as independent); independent committees and annual self-evaluations .
- Attendance: Each incumbent director attended ≥75% of Board/committee meetings in 2024; Board met six times; independent director executive sessions typically quarterly .
- Committees: Audit, Compensation, Nominating/Corporate Governance committees are fully independent; Yi is not disclosed as serving on Board committees .
- Stockholders’ Agreement: White Mountains, Insignia, and Founders (including Yi) have nomination and mutual voting rights; votes in favor of Yi’s reelection represent 49% of shares outstanding as of record date .
Director Compensation (context for dual roles)
- Policy applies to non‑employee directors: $40,000 annual cash retainer, committee fees, and ~$175,000 in RSUs (example 2024 award: 8,850 RSUs, $166,646 grant date fair value) .
- Employee directors are not covered by the non‑employee director compensation policy .
Performance & Track Record
- 2024 Execution: Transaction Value +151% YoY; P&C Transaction Value +325% YoY; Adjusted EBITDA +254% YoY; Net Income $22.1M (vs. 2023 loss) .
- Pay–Performance Link: Compensation Actually Paid tracks Adjusted EBITDA and Transaction Value; Company TSR presented per SEC rules; peer benchmark is S&P 500 Information Technology Index .
Compensation Structure Analysis
- Mix and Risk: Majority of CEO target compensation delivered in RSUs; LTI remained time-based RSUs in 2024 due to share-price volatility and difficulty in setting credible long-term goals; PRSUs used to mirror annual bonus plan; no stock options granted .
- Peer Group and Governance: ClearBridge engaged as independent advisor; peer set includes performance marketing/ad-tech/marketplace names; committee does not peg to a fixed percentile; equalized pay positioning for co-founders .
Suggested Trading and Alignment Signals
- Regular Unlocks: Quarterly RSU vesting through Feb 15, 2028 creates recurring share settlements; Yi had 239,674 shares vest in 2024 with $3.87M value realized .
- Policy Constraints: Pre-clearance requirements; hedging prohibited; pledging prohibited absent Audit Committee approval; none reported for executives/directors .
- Ownership: Substantial unvested RSU balance; beneficial ownership of 2.03M Class A shares; CEO ownership guideline at ≥6x base salary and 75% net share retention until met .
Investment Implications
- Positive alignment: 2024 incentive plan tied 50/50 to Transaction Value and Adjusted EBITDA with rigorous thresholds; max achievement led to 150% payouts and PRSU vesting, reinforcing pay-for-performance .
- Vesting cadence and potential overhang: Large quarterly RSU schedules through 2028 and sizable 2024 vesting indicate recurring equity settlements; monitor 10b5‑1 plan disclosures and Form 4s to assess actual selling activity over time .
- Governance mitigants: Independent Chair and fully independent committees reduce dual-role concerns; insider trading controls and clawback policy adopted in 2023 strengthen discipline .
- Retention and CoC economics: Double‑trigger structure with full time‑based equity vesting upon CoC termination; estimated CoC payout for Yi of ~$7.78M as of year‑end 2024 underscores stable retention in strategic scenarios .
- Ownership and influence: Founders/stockholders’ agreement secures nomination and mutual voting support (49% of shares), implying strong board support and lower near-term removal risk—useful context for governance-sensitive strategies .