DEF 14A of MediaAlpha, Inc., Apr 1, 2025

DEF 14A of MediaAlpha, Inc.

Filed Apr 1, 2025 · FY20240001818383-25-000046

Open on EDGAR

  1. What voting agreements are in place in favor of director nominees?

    What voting agreements are in place in favor of director nominees? We are party to a stockholders’ agreement, dated October 27, 2020, with White Mountains Investments (Luxembourg) S.à r.l., together with any of its permitted affiliate transferees (collectively, “White Mountains”); Insignia QL Holdings, LLC and Insignia A QL Holdings, LLC, together with any of their permitted affiliate transferees (collectively, “Insignia”); and Steven Yi and Eugene Nonko, together with their respective holding vehicles and permitted affiliate transferees (collectively, the “Founders”). The stockholders’ agreement contains provisions related to the composition of our Board, the committees of our Board and our corporate governance. Under the stockholders’ agreement, these stockholders are entitled to nominate a majority of the members of our Board. In addition, these stockholders have agreed in the stockholders’ agreement to vote for each other’s Board nominees. Because Steven Yi has been nominated by the Founders in accordance with our stockholders’ agreement, each of these stockholders has agreed to vote in favor of his reelection to our Board. These votes represent 49% of all shares outstanding and entitled to vote as of the record date. Bradley Hunt was not nominated as a director pursuant to the terms of the Stockholders Agreement; accordingly there is no voting agreement in place for Mr. Hunt under the Stockholders Agreement.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board consists of up to ten directors, excluding any directors elected by holders of any preferred stock pursuant to provisions applicable in the case of defaults and subject to applicable laws and stock exchange regulations. The exact number of directors will be fixed from time to time by resolution of the Board. Currently, the size of our Board is fixed at nine members, divided into three classes, and our Board is comprised of nine members. The current term of office of our Class II Directors expires at the Annual Meeting, while the term for our Class I Directors expires at the 2027 annual meeting and the term for our Class III Directors expires at the 2026 annual meeting. There is no limit on the number of terms a director may serve on our Board. Pursuant to our stockholders’ agreement with White Mountains, Insignia and the Founders, for so long as each of White Mountains, Insignia and the Founders owns at least 7,338,148 shares of our common stock, which is equal to 12.5% of our issued and outstanding shares of common stock as of the closing of our initial public offering (the “IPO”), such stockholder will be entitled to nominate two directors to serve on our Board. When such stockholder owns a number of shares of our common stock equal to less than 7,338,148 shares, but at least 2,935,259 shares (5% of our issued and outstanding shares of common stock as of the closing of the IPO), such stockholder will be entitled to nominate one director. In March 2025, the Board appointed Bradley Hunt to fill the existing vacancy in Class II, and Jennifer Moyer notified the Board that she would not stand for reelection as a Class II director. Pursuant to the stockholders’ agreement, White Mountains has designated Christopher Delehanty, Insignia has designated Anthony Broglio, and the Founders have designated Eugene Nonko and Steven Yi. White Mountains, Insignia and the Founders have also agreed in the stockholders’ agreement to vote for each other’s Board nominees.

  3. Other Continuing Directors

    Other Continuing Directors The following directors will continue to serve on our Board after the Annual Meeting:

  4. Other Continuing Directors

    | Name | Principal Occupation | Age | Class | Term Expires | Director Since | | Venmal (Raji) Arasu | Chief Technology Officer, Autodesk | 55 | III | 2026 | 2020 | | Anthony Broglio | Partner, Insignia Capital Group | 50 | I | 2027 | 2020 | | Christopher Delehanty | Head of Corporate Development and M&A, White Mountains Capital | 42 | I | 2027 | 2020 | | Eugene Nonko | Chief Technology Officer, MediaAlpha, Inc. | 44 | I | 2027 | 2020 | | Lara Sweet | Former Chief People Officer, Snap, Inc. | 50 | III | 2026 | 2020 | | Kathy Vrabeck | Former Chief Operating Officer, The Beachbody Company | 61 | III | 2026 | 2020 |

  5. Other Continuing Directors

    Venmal (Raji) Arasu was appointed director of the Company upon the completion of the IPO. Since April 2021, Ms. Arasu has served as Executive Vice President and Chief Technology Officer of Autodesk, Inc., a leader in 3D design, engineering, and entertainment software and services. From January 2016 to April 2021, Ms. Arasu was Senior Vice President, Intuit Platform of Intuit Inc., a business and financial software company that develops and sells financial, accounting, tax preparation software, and related services for small businesses, accountants, and individuals. Ms. Arasu previously served as the Chief Technology Officer for StubHub, Inc., the online and mobile ticketing marketplace subsidiary of eBay Inc., from November 2011 to January 2016. At eBay, she served as the Vice President of Engineering from 2008 to 2011, and in other positions of increasing authority from 2001 to 2008. She has served as one of NIC Inc.’s directors since 2015. Ms. Arasu holds a B.S. in Computer Engineering from Pune University, Pune, India. Ms. Arasu is qualified to serve on the Board of Directors because of her engineering expertise and her technology, business strategy and management experience. Anthony Broglio was appointed director of the Company in July 2020 and prior to the IPO served as a director of QL Holdings LLC. Mr. Broglio is a founding Partner at Insignia Capital Group, a San Francisco Bay Area private equity firm focused on lower middle-market companies. Insignia has owned a minority stake in QL Holdings LLC since 2019 and is a stockholder of the Company. Prior to co-founding Insignia in 2012, Mr. Broglio worked as a Principal and member of the executive committee of Lake Capital, a Chicago-based private equity fund with over $1.3 billion under management. During his more than nine years with Lake Capital, Mr. Broglio served on the boards of twelve portfolio companies. Mr. Broglio received a B.S. in Finance from the University of Colorado and an M.B.A. with Honors from the University of Chicago Booth School of Business. Mr. Broglio is qualified to serve on our Board of Directors because of his financial expertise and management and board experience. Christopher Delehanty was appointed director of the Company in July 2020 and prior to the IPO served as a director of QL Holdings LLC. Mr. Delehanty is Head of Corporate Development and M&A at White Mountains Capital, where he focuses on the company’s direct investing and merger and acquisition activity in the insurance and financial services sectors. White Mountains has owned a stake in QL Holdings LLC since 2014 and is a stockholder of the Company. Prior to joining White Mountains in 2009, Mr. Delehanty worked in private equity and investment banking at Alta Communications and UBS Investment Bank. Over the course of his career, Mr. Delehanty has served on the boards of directors of a number of privately-held companies. Mr. Delehanty received his B.S. in Finance from Boston College. Mr. Delehanty is qualified to serve on our Board of Directors because of his financial expertise and management and board experience. Eugene Nonko has served as the Chief Technology Officer of the Company (including its predecessor) since June 2011. Mr. Nonko will step down as Chief Technology Officer in June 2025 and remain as a director of the Company. Prior to joining the Company, Mr. Nonko served as Vice President, Research and Development at Oversee.net, a technology-driven media company that owned and operated a portfolio of consumer and business-to-business properties, from 2004 to 2010, and served as a Software Engineer at Microsoft, a leading multinational technology company, from 2001 to 2004. Mr. Nonko received his B.S. and M.S. in Information Technology and Economics from Altai State Technical University. Lara Sweet was appointed director of the Company upon the completion of the IPO and serves as the chair of the Audit Committee. From May 2019 to June 2021, Ms. Sweet served as the Chief People Officer at Snap Inc., a technology company and owner of the application Snapchat. Prior to that, Ms. Sweet served as Snap’s interim Chief Financial Officer from January 2019 to May 2019, as Chief Accounting Officer from October 2017 to September 2019, and as Controller from June 2016 to October 2017. Prior to Snap, Ms. Sweet worked at AOL, Inc. for over six years, most recently serving as Controller and Chief Accounting Officer from November 2014 to June 2016. Prior to that, Ms. Sweet served as AOL’s Vice President, Internal Audit from April 2014 to November 2014 and Vice President and Assistant Controller from August 2011 to April 2014. Ms. Sweet holds a B.S. in Accounting from George Mason University. Ms. Sweet is qualified to serve on our Board of Directors because of her financial expertise and management experience. Kathy Vrabeck was appointed director of the Company upon the completion of the IPO and serves as the chair of our Board of Directors as well as the chair of the Compensation Committee. From May 2022 to April 2025, Ms. Vrabeck served as Chief Operating Officer of The Beachbody Company, a leading health and wellness solutions company, and from April 2021 to May 2022, she was Chief Strategy Officer at The Beachbody Company. Prior to that, from October 2015 to April 2021, Ms. Vrabeck was a Senior Client Partner in the Los Angeles office of Korn Ferry, a global talent and organizational advisory firm, where she led Korn Ferry’s Consumer Digital sector. Prior to that, she was a Partner at Heidrick & Struggles International, Inc., an executive search firm, where she served as both Global Sector Leader of their Media, Entertainment and Digital practice and partner-in-charge of the Los Angeles office. Prior to that, Ms. Vrabeck was with Legendary Entertainment, a media company, from March 2009 to March 2011 where she served as President, Legendary Digital and was responsible for the creation, management and delivery of digital entertainment, with a focus on video games, across current and next-generation platforms. From May 2007 to November 2008, Ms. Vrabeck was with Electronic Arts, Inc., a developer, marketer, publisher and distributor of video games (“EA”), where she served as President, EA Casual Entertainment. Ms. Vrabeck received a bachelor’s degree in French and economics from DePauw University and an M.B.A. from Indiana University. Ms. Vrabeck is qualified to serve on our Board of Directors because of her expertise in digital media and her management and board experience.

  6. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table summarizes the compensation earned by, or awarded or paid to, those directors who, for the fiscal year ended December 31, 2024, were compensated for their service as directors. None of the other directors (i.e., those not listed in the table) earned, were awarded or were paid any compensation from us for the fiscal year ended December 31, 2024, for their service as directors.

  7. Director Compensation for Fiscal Year 2024

    | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Venmal (Raji) Arasu | 57,500 | 166,646 | 224,146 | | Lara Sweet | 67,500 | 166,646 | 234,146 | | Kathy Vrabeck | 95,000 | 166,646 | 261,646 |

  8. Director Compensation for Fiscal Year 2024

    (1) Reflects the cash retainers paid to such director for service on our Board and committees during 2024. (2) Represents the aggregate grant date fair value of the annual RSU award granted on May 16, 2024, computed in accordance with Accounting Standards Codification Topic 718 as issued by the Financial Accounting Standards Board (“ASC Topic 718”). Each award was for 8,850 RSUs, with a grant date value of $166,646, and will vest in full on the earlier of (a) the one-year anniversary of the date of grant and (b) the date of the Company’s 2025 Annual Meeting of Stockholders, subject to continued service through the applicable vesting date. The aggregate number of RSUs outstanding at 2024 fiscal year end for each such director was 8,850. Under the Company’s director compensation policy, each non-employee director is entitled to receive: • an annual cash retainer of $40,000, payable quarterly in arrears; and • annual equity-based compensation of $175,000 in the form of RSUs, subject to the terms described below. Annual equity awards will be granted to each director as of the date of each annual stockholder meeting, prospectively for the year of service following the annual stockholder meeting. The number of RSUs granted shall be determined by dividing $175,000 by the average closing price of a share of the Company’s Class A common stock for the twenty (20) trading day period ended on the Friday immediately preceding the grant date of such award, rounded up to the next 50 shares, and such RSUs shall vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the following year’s annual stockholder meeting, subject to continued service. Any non-employee director who joins our Board of Directors mid-year will receive prorated annual cash retainers and a prorated annual RSU award (granted at the time of appointment) during the director’s first year of service. In addition, our director compensation policy provides for annual retainers for the chairperson of our Board of Directors, lead independent director (if applicable), committee chairs and committee members, in the following amounts: • $25,000 for the chair; • $20,000 for the lead independent director (if not the chair); • $20,000 for the chair of our Audit Committee; • $15,000 for the chair of our Compensation Committee; • $10,000 for the chair of our Nominating and Corporate Governance Committee; • $10,000 for each member of the Audit Committee, other than the chair; • $7,500 for each member of the Compensation Committee, other than the chair; and • $5,000 for each member of the Nominating and Corporate Governance Committee, other than the chair. Members of our Board of Directors who are representatives of White Mountains and Insignia have each agreed, subject to annual confirmation, to waive fees that would have been due to them under our director compensation policy in respect of their services on our Board of Directors and committees.

  9. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to (i) attract, retain and motivate top-level talent who possess the skills and leadership necessary to grow our business, (ii) provide compensation packages that are competitive with market practice and drive and reward the achievement of our business objectives, (iii) closely align the interests of our NEOs with those of our stockholders by linking pay to performance to produce sustainable, long-term value growth for our stockholders and (iv) utilize a balance of short- and long-term incentives that serve as meaningful inputs to value creation and reward outperformance. At the core of our compensation philosophy, we aim to provide a compensation package to each of our NEOs that emphasizes pay-for-performance, and that is both externally competitive to the market and internally equitable within our organization. We believe that a performance-based culture is critical to our growth and success, and our compensation program is designed to foster these core beliefs. Our executive compensation program design includes a mix of three key compensation elements—(i) base salary, (ii) short-term cash incentive awards and (iii) long-term equity incentive awards. In determining the amount of each compensation element awarded to our NEOs, our Compensation Committee looks at each NEO’s overall compensation package, as well as the amount of each compensation element for the NEO, to determine whether such amounts and the overall mix of elements for the NEO’s role further the principles and objectives of our executive compensation program. Consistent with our pay-for-performance philosophy, and to ensure our NEOs’ interests are closely aligned with those of our stockholders, a substantial portion of our NEOs’ compensation is awarded in the form of variable, “at-risk” short- and long-term incentive awards: •95% of 2024 target total compensation for our CEO and Chief Technology Officer (our “CTO” and, together with our CEO, our Co-Founders) was comprised of at-risk compensation elements (i.e., salary paid in equity and short- and long-term incentive awards); and •On average, 87% of 2024 target total compensation for our other NEOs was comprised of at-risk compensation elements (i.e., short- and long-term incentive awards). The short-term incentive awards are earned based on the achievement of rigorous financial top-line and profitability performance goals set by the Compensation Committee in the first quarter of each year. The long-term incentives are granted in the form of equity incentive awards, the realized value of which bears a direct relationship to our stock price. The Compensation Committee periodically reviews and analyzes market trends and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. While the Compensation Committee considers a multitude of factors in its deliberations, it places no formal weighting on any one factor. As we continue to transition from a newly public company to a more mature public company, the Compensation Committee will evaluate our executive compensation program to ensure that it continues to align with our compensation philosophy and objectives and helps to drive the future growth of the Company. This evaluation includes an ongoing review of whether the Company should tie the vesting of all or a portion of long-term incentive awards to the achievement of financial and/or shareholder value goals set by the Compensation Committee.

  10. Executive Compensation Practices

    | What We Do | What We Don’t Do | | Pay-for-Performance Philosophy. We align pay and performance by awarding a substantial portion of the compensation paid to our executives in the form of variable, “at-risk” performance-based compensation linked to achievement of rigorous performance goals. | No Guaranteed Bonuses. Our annual bonus plans are performance-based and generally do not include any guaranteed minimum payment levels. | | Maintain an Independent Compensation Committee. Our Compensation Committee is comprised solely of independent directors with extensive industry experience. | No “Single-Trigger” Change of Control Arrangements. Following our IPO, we do not provide for “single-trigger” acceleration of compensation or benefits solely upon a change of control for our NEOs. | | Maintain an Independent Compensation Committee Advisor. The Compensation Committee engages its own independent compensation consultant. | No Excise Tax “Gross-Ups”. We do not provide any “gross-ups” for excise taxes that our employees might owe as a result of the application of Sections 280G or 4999 of the Code. | | Conduct Annual Compensation Review. The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. | No Material Perquisites. We do not provide material perquisites or other material personal benefits to our NEOs or directors. | | Perform Annual Compensation-Related Risk Assessment. We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management. | No Executive Pensions. We do not offer any executive pension plans. |

  11. Executive Compensation Process

    Executive Compensation Process Role of the Compensation Committee The Compensation Committee establishes our overall compensation philosophy and objectives, and is responsible for establishing, overseeing and evaluating our executive compensation program. The Compensation Committee is comprised entirely of independent directors and operates under a written charter adopted and reviewed annually by our Board, a copy of which is available at https://mediaalpha.com/ under Investors – Corporate Governance – Committee Charters. The Compensation Committee reviews and assesses whether our executive compensation program aligns with our compensation philosophy and objectives, and approves the 1 We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships we have with our partners. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” in our Annual Report on Form 10-K for more information). 2 Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, is included in Appendix A to this Proxy Statement. specific compensation of our NEOs, typically during the first quarter of our fiscal year. The Compensation Committee has not delegated any of its authority with respect to the compensation of our executive officers. Role of Management The Compensation Committee consults with members of our management team, including our CEO and our people operations, finance and legal professionals, when making compensation decisions. Our CEO works closely with the Compensation Committee and provides the Compensation Committee with performance assessments and compensation recommendations for each NEO other than himself, based on each NEO’s level of performance and corporate performance, retention risk and taking into consideration market practices. While the Compensation Committee considers our CEO’s recommendations, the Compensation Committee ultimately uses its own business judgment and experience in approving individual compensation elements and the amount of each element for our NEOs. Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such advisor and has sole authority to approve all such advisors’ fees and other retention terms. Pursuant to this authority, for fiscal 2024, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) to provide independent advice on matters relating to our executive compensation program, including information regarding competitive market practices, assessments and trends and advice relating to the design and structure of our executive compensation program. ClearBridge also updates the Compensation Committee on corporate governance and regulatory issues and developments. A representative of ClearBridge attends meetings of the Compensation Committee as requested. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. ClearBridge has not provided any other services to us and has received no compensation other than with respect to the services described below. The Compensation Committee has evaluated ClearBridge’s independence by considering the requirements adopted by the NYSE and the SEC, and has determined that its relationship with ClearBridge does not raise any conflict of interest. Peer Group For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a specified group of peer companies. For 2024, the Compensation Committee, with the assistance of ClearBridge, reviewed and updated our compensation peer group to account for acquisitions of certain peer companies and changes in the market capitalization and/or revenue levels of certain peer companies. The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria: • similar size, as measured by revenue and market capitalization; • similar industry, business model and/or services; • headquartered in the United States and traded on a major stock exchange; and • companies with whom we believe we compete for executive talent. As a result, the Compensation Committee approved a revised compensation peer group for purposes of understanding the competitive market for executive talent to help inform the Compensation Committee’s fiscal 2024 compensation decisions: Fiscal 2024 Peer Group Companies

  12. Executive Compensation Process

    At the time the Fiscal 2024 Peer Group Companies were approved, the Company was between the 25th and 50th percentiles of the peer group for the size criteria considered (e.g., revenue and market capitalization). Compensation-Setting Process and Competitive Positioning When determining recommendations for our NEOs’ fiscal 2024 compensation levels, the Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total cash compensation (i.e., base salary plus target incentive opportunity), annual long-term incentive, and total direct compensation values for our NEOs and those of similarly situated executives of our compensation peer group. ClearBridge provided data at the 25th, 50th, and 75th percentiles of the peer group for such compensation, which our Compensation Committee used as a reference. In addition, in connection with its assessment of annual long-term incentives to be granted to our NEOs, the Compensation Committee reviewed the overall retentive value of our NEOs’ existing unvested equity incentive awards. The Compensation Committee considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters. The Compensation Committee does not benchmark any compensation element to a specific percentile, and the Compensation Committee instead establishes our NEOs’ compensation at levels it deems appropriate after considering other factors, including the Compensation Committee’s assessment of each of our NEOs’ performance and contributions, our short- and long-term objectives, retention considerations, prevailing market conditions, and the recommendations provided by our CEO with respect to the compensation of our other executive officers. The Compensation Committee believes that it is appropriate for the compensation levels for our Co-Founders to be at the same level given the criticality of both roles to the success of the Company.

  13. Analysis of Fiscal 2024 Compensation

    | Name | Target Incentive Bonus (as % of Base Salary) | Target Incentive Bonus ($) | | | Steven Yi | 100% | | 550,000 | | Eugene Nonko | 100% | | 550,000 | | Patrick Thompson | 75% | | 360,000 | | Jeffrey Coyne | 50% | | 200,000 |

  14. Analysis of Fiscal 2024 Compensation

    Measures and Targets Under 2024 Incentive Bonus Plan. The financial performance measures for each NEO’s annual incentive bonus, and their relative weighting, are selected by the Compensation Committee each year based on our corporate goals for that year and the Board’s priorities. The Compensation Committee generally seeks to balance top-line and profitability measures, so as to reward overall performance and not overemphasize any single area of focus. Management provides recommendations to the Compensation Committee with respect to the financial performance measures and their relative weighting, but the Compensation Committee makes all final determinations with respect to the performance measures and relative weightings. In the first quarter of 2024, the Compensation Committee determined that the incentive bonus plan for the NEOs for 2024 would be based on the same performance measures and relative weightings as in 2023, namely, achievement of two financial measures: Transaction Value and Adjusted EBITDA, with 50% of each NEO’s target bonus tied to each such financial measure. The Compensation Committee believes that these financial measures are among the most important measures of management’s performance in achieving the Board’s goal of profitable growth, which it views as among the most important drivers of stockholder value. For fiscal 2024, the Compensation Committee set the target level for each such financial measure at the level set forth for such measure in our 2024 annual operating plan, and set minimum and maximum levels of 80% and 120%, respectively, of the target level. The 2024 goals represented strong financial growth, with the threshold goal reflecting growth over 2023 actual financial results, and the maximum goal reflecting significant outperformance over 2023 actual financial results and relative to our annual operating plan. Achievement of the minimum level for a measure would result in a payout of 50% of the target incentive amount tied to that financial measure, and achievement of the maximum level for such measure would result in a payout of 150% of the target incentive for such measure. The plan provides that payouts are interpolated on a straight-line basis in the event of achievement between the minimum and target levels, or between the target and maximum levels, for the applicable financial measure. The minimum, target and maximum levels for each financial measure for fiscal 2024 are set forth below:

  15. Analysis of Fiscal 2024 Compensation

    | Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | 2024 Transaction Value | $646.5 million | $808.1 million | $969.7 million | | 2024 Adjusted EBITDA | $40.1 million | $50.1 million | $60.1 million |

  16. Analysis of Fiscal 2024 Compensation

    | Measure | Actual Result | Resulting Payout | | 2024 Transaction Value | $1,491.9 million | 150% | | 2024 Adjusted EBITDA | $96.1 million | 150% |

  17. Analysis of Fiscal 2024 Compensation

    We exceeded the maximum level for both of the financial measures established under the incentive bonus plan for 2024, and therefore, each of our NEOs earned an annual incentive bonus payout equal to 150% of their target incentive for 2024.

  18. Analysis of Fiscal 2024 Compensation

    | Name | Target Incentive ($) | | Payout % | Bonus Payout Earned ($) | | | Steven Yi | | 550,000 | 150% | | 825,000 | | Eugene Nonko | | 550,000 | 150% | | 825,000 | | Patrick Thompson | | 360,000 | 150% | | 540,000 | | Jeffrey Coyne | | 200,000 | 150% | | 300,000 |

  19. Analysis of Fiscal 2024 Compensation

    As discussed above, in lieu of receiving their annual bonuses in cash, each of Messrs. Yi and Nonko received their bonus payouts in the form of the vesting and settlement of 69,999 PRSUs. The annual incentive bonus payouts earned by Messrs. Thompson and Coyne under the incentive plan for 2024 were paid to them in cash in March 2025. A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the fiscal year ended December 31, 2024, is included in Appendix A to this Proxy Statement. Long-Term Equity Incentives We provide long-term incentive compensation to our NEOs through equity-based awards made under our 2020 Omnibus Incentive Plan, which typically consist of restricted stock and/or restricted stock units (“RSUs”) that generally vest over multiple years. The Compensation Committee believes that this policy further aligns the interests of the NEOs with those of our stockholders and incentivizes the NEOs to drive sustained, long-term financial performance, while at the same time helping to foster continued retention of our NEOs in a competitive talent market. The Compensation Committee typically grants these equity-based awards to the NEOs in the first quarter of each year, and calculates the number of awards to be granted based on the average closing price of our Class A common stock over the 20 trading day period ended on the Friday immediately preceding the grant date of such awards. In February 2024, the Compensation Committee, in consultation with ClearBridge, reviewed the Company’s long-term incentive (“LTI”) compensation program for our NEOs. As part of this effort, the Compensation Committee reviewed LTI compensation plan structures and practices among the peer companies, and discussed how different LTI plan structures would align with the Company’s compensation philosophy and strategic goals. Such review included the types of awards granted, the use of time-based and performance-based vesting, different performance-based vesting structures, and the grant date values of the awards. Similar to prior years, the Compensation Committee discussed different potential LTI award structures and determined that, due to factors including the volatility of the Company’s share price due in part to the limited trading market for the Company’s shares, the uncertainty regarding the timing and extent of a recovery on the P&C insurance market, and the resulting difficulty in setting credible long-term performance goals tied to either financial performance or total shareholder return, the Company would continue to grant time-based RSUs for 2024. In addition, the Compensation Committee noted that time-based RSUs still align with long-term shareholder interests in both up and down markets, and that the significant majority of our CEO and our other NEOs’ target compensation in 2024 was granted in RSUs, reinforcing the alignment with shareholder interests and stock price performance. The Compensation Committee will continue to revisit this issue in the future. The Compensation Committee then reviewed the target annual equity award values of our CEO and our other NEOs, taking into consideration a competitive market analysis performed by ClearBridge, which included a review of the market data of the compensation peer group for our executive officer positions and an evaluation of the market positioning of the target annual equity award values for each position compared with those of comparable positions at the peer companies. The Compensation Committee also considered the current value of the unvested equity held by each NEO and whether such unvested awards provide appropriate level of retention value for such NEO. Based on this review, the Compensation Committee approved the following annual time-based RSU awards to the NEOs for 2024:

  20. Analysis of Fiscal 2024 Compensation

    There was no increase to Messrs. Yi and Nonko’s LTI values versus the 2023 levels, as the Compensation Committee believed that they were positioned competitively relative to market. The RSU grant values for Messrs. Thompson and Coyne reflect increases versus the 2023 levels, based on the factors described above. The increases were intended in part to position Messrs. Thompson and Coyne more competitively with respect to the market practice for long-term incentives and total target compensation as reflected in the peer company data, and also to place additional emphasis on alignment with shareholder interests by shifting a greater proportion of their total target pay to long-term incentives. Annual long-term incentive awards are evaluated on a case-by-case basis, and increases are not guaranteed. Such RSUs were granted pursuant to the terms of our 2020 Omnibus Incentive Plan and the RSU Award Agreements, and vest in 16 equal quarterly installments commencing May 15, 2024 and ending February 15, 2028, in each case subject to the NEO’s continued employment through each vesting date. The vesting of equity awards granted to our NEOs is subject to acceleration under certain circumstances as discussed under the heading “Payments Upon Termination of Employment or Change of Control” below.

  21. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation awarded to, or earned by or paid to, each of our NEOs for fiscal years 2022, 2023 and 2024.

  22. Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven Yi | 2024 | 550,000 | — | 6,374,490 | — | 21,728 | 6,946,218 | | Chief Executive Officer and President | 2023 | 550,000 | — | 5,179,192 | — | 24,503 | 5,753,695 | | | 2022 | 550,000 | — | 4,372,938 | — | 29,078 | 4,952,016 | | Eugene Nonko | 2024 | 550,000 | — | 6,374,490 | — | 20,107 | 6,944,597 | | Chief Technology Officer | 2023 | 550,000 | — | 5,179,192 | — | 22,669 | 5,751,861 | | | 2022 | 550,000 | — | 4,372,938 | — | 26,864 | 4,949,802 | | Patrick Thompson | 2024 | 480,000 | — | 3,519,825 | 540,000 | 11,500 | 4,551,325 | | Chief Financial Officer and Treasurer | 2023 | 475,000 | — | 2,964,713 | — | 11,250 | 3,450,963 | | | 2022 | 450,000 | — | — | — | 10,250 | 460,250 | | Jeffrey Coyne | 2024 | 400,000 | — | 2,049,431 | 300,000 | 13,800 | 2,763,231 | | General Counsel | 2023 | 397,500 | — | 1,647,063 | — | 13,200 | 2,057,763 | | | 2022 | 383,333 | — | 1,488,834 | — | 12,783 | 1,884,950 |

  23. Summary Compensation Table

    (1) Represents actual salary earned during the applicable fiscal year, reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). In addition, with respect to Messrs. Yi and Nonko, salary amounts include (i) $100,000, which represents the pro-rated portion of the salary foregone in fiscal 2024 in lieu of Salary RSU Awards granted on December 15, 2023 for the period December 15, 2023 through March 14, 2024 and (ii) $120,000, which represents the salary foregone in lieu of Salary RSU Awards granted on March 15, 2024 for the period March 15, 2024 through June 14, 2024, which Salary RSU Awards are discussed in greater detail in “Compensation Discussion and Analysis - Analysis of Fiscal 2024 Compensation – Base Salary” above. Since the amount of salary foregone for the periods December 15, 2023 through March 14, 2024 and March 15, 2024 through June 14, 2024 is less than the grant date fair value of the Salary RSU Awards granted on December 15, 2023 and March 15, 2024 ,respectively, in accordance with applicable SEC guidance, the pro-rata portion of the salary foregone attributable to fiscal 2024 has been classified as Salary. See the “Grants of Plan-Based Awards in Fiscal 2024” table below for additional details on the Salary RSU Awards granted to Messrs. Yi and Nonko on March 15, 2024. (2) Reflects the aggregate grant date fair value of time-vesting RSUs granted in each year, computed in accordance with ASC 718. The amounts shown for Messrs, Yi and Nonko for 2024 also include the grant date fair value of the PRSUs granted to them in lieu of receiving their annual bonuses in cash, assuming achievement at target as the probable outcome as of the grant date was that the performance condition would be achieved at the target level. The maximum levels of the applicable performance measures were achieved, and such PRSUs vested during the first quarter of 2025. See additional information regarding such PRSUs under the heading “Compensation Discussion and Analysis - Analysis of Fiscal 2024 Compensation – Annual Incentive Bonus Plan” above. In addition, in accordance with applicable SEC guidance, the amounts shown for Messrs. Yi and Nonko for 2024 also include the difference between (i) the grant date fair value of the Salary RSU Awards granted on December 15, 2023 and March 15, 2024, respectively, and (ii) the salary forgone for such periods, pro-rated for the portion attributable to fiscal 2024. (3) For each NEO, reflects the cash bonuses earned under our annual incentive bonus plan, based on the achievement of annual performance goals for the applicable year. Such bonuses were earned at 150%, 0%, and 0% of target for 2024, 2023 and 2022, respectively. For 2024, 2023 and 2022, Messrs. Yi and Nonko were granted PRSUs in lieu of receiving their annual bonuses in cash. See additional information regarding the cash bonuses paid to our NEOs for 2024 under the heading “Compensation Discussion and Analysis - Analysis of Fiscal 2024 Compensation – Annual Incentive Bonus Plan” above. Such bonuses for each year were paid in the first quarter of the following year. Amounts in this column are reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). (4) Includes, for Messrs. Thompson and Coyne for 2024, 2023, and 2022, employer contributions under our 401(k) plan. Amounts reported for fiscal year 2024, 2023, and 2022 for Mr. Yi also include $21,728, $24,503, and $29,078, respectively, and for Mr. Nonko $20,107, $22,669, and $26,864, respectively, as reimbursement for self-employment taxes (including related tax gross-ups).

  24. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  25. Grants of Plan-Based Awards in Fiscal 2024

    | Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Steven Yi | 03/15/24 | — | — | — | 14,575 | 29,150 | 43,725 | — | — | | | 03/15/24 | — | — | — | — | — | — | 291,400 | 5,778,462 | | | 03/15/24 | — | — | — | — | — | — | 6,400 | 126,912 | | Eugene Nonko | 03/15/24 | — | — | — | 14,575 | 29,150 | 43,725 | — | — | | | 03/15/24 | — | — | — | — | — | — | 291,400 | 5,778,462 | | | 03/15/24 | — | — | — | — | — | — | 6,400 | 126,912 | | Patrick Thompson | — | 180,000 | 360,000 | 540,000 | — | — | — | — | — | | | 03/15/24 | — | — | — | — | — | — | 177,500 | 3,519,825 | | Jeffrey Coyne | — | 100,000 | 200,000 | 300,000 | — | — | — | — | — | | | 03/15/24 | — | — | — | — | — | — | 103,350 | 2,049,431 |

  26. Grants of Plan-Based Awards in Fiscal 2024

    (1) Reflects the potential payouts to the NEOs under awards granted under our annual incentive bonus plan, which is described in more detail in the section entitled “Compensation Discussion and Analysis – Analysis of Fiscal 2024 Compensation – Annual Incentive Bonus Plan” beginning on page 25. The amounts shown as threshold, target and maximum payouts represent 50%, 100% and 150% payouts, respectively, of each NEO’s annual target incentive based on minimum, target and maximum performance levels for the financial performance measures established under such plan for 2024. The actual amounts earned by Messrs. Thompson and Coyne under the 2024 cash incentive plan are included in the Summary Compensation Table on page 30 under the column heading “Non-Equity Incentive Plan Compensation” for the year 2024. (2) Reflects the potential vesting of the PRSUs granted in lieu of participation in our annual incentive bonus plan, as described in more detail in the section entitled “Compensation Discussion and Analysis – Analysis of Fiscal 2024 Compensation – Annual Incentive Bonus Plan - Performance-Based RSUs in Lieu of Incentive Bonus Plan.” beginning on page 26. The amounts shown as threshold, target and maximum numbers of vested shares represent 50%, 100% and 150% payouts, respectively, of each NEO’s annual target incentive based on minimum, target and maximum performance levels for the financial performance measures established under such plan for 2024 as of the grant date. The actual results exceeded the maximum level for both of the financial measures established under the incentive program for 2024, and accordingly the number of PRSUs vested was 69,999, which was determined by dividing 150% of the target payout value by the average closing price of the Company’s Class A common stock for the 20-day period ended as of the Friday preceding the Performance Vesting Determination Date. (3) Consists of time-based RSUs awarded to the NEO for 2024 under our 2020 Omnibus Incentive Plan, as described in more detail under “Compensation Discussion and Analysis– Analysis of Fiscal 2024 Compensation – Long-Term Equity Incentives.” The annual RSUs granted to our NEOs in March 2024 will vest in equal quarterly installments over a four-year period commencing May 15, 2024 and continuing through February 15, 2028, subject to the NEO’s continued service with the Company. The RSU grants made to Messrs. Yi and Nonko on March 15, 2024 in lieu of base salary vested in full on June 15, 2024, as described in more detail in the section entitled “Compensation Discussion and Analysis – Analysis of Fiscal 2024 Compensation – Base Salary”. (4) Reflects the grant date fair values of the RSUs awarded to each NEO, which were computed in accordance with ASC 718 based on the closing price of our common stock on the grant date.

  27. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information regarding outstanding equity compensation awards held as of December 31, 2024 by our NEOs. The Company has not granted any option awards, and accordingly certain columns have been omitted.

  28. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Award Type (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($)(2) | | Steven Yi | RSUs | 538,186 | 6,076,120 | | | PRSUs | 69,999 | 790,289 | | Eugene Nonko | RSUs | 538,186 | 6,076,120 | | | PRSUs | 69,999 | 790,289 | | Patrick Thompson | RSUs | 303,542 | 3,426,989 | | Jeffrey Coyne | RSUs | 187,749 | 2,119,686 |

  29. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Reflects unvested time-vesting RSUs held, directly or indirectly, by each NEO as of December 31, 2024. Also includes the PRSUs granted to Messrs. Yi and Nonko in lieu of participation in our annual cash incentive plan, reflecting achievement of the maximum levels for the performance measures under such awards, which resulted in vesting of a number of PRSUs determined by dividing 150% of the target payout value by the average closing price of the Company’s Class A common stock for the 20-day period ended as of the Friday preceding the Performance Vesting Determination Date. (2) The values shown are based on $11.29, the closing price of our Class A common stock on December 31, 2024.

  30. Stock Vested in Fiscal 2024

    Stock Vested in Fiscal 2024 The following table sets forth certain information for each NEO regarding the vesting of stock awards during the fiscal year ended December 31, 2024, including the aggregate value realized upon such exercise or vesting. The Company has not granted any option awards, and accordingly certain columns have been omitted from the table.

  31. Stock Vested in Fiscal 2024

    | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | | Steven Yi | 239,674 | 3,873,790 | | Eugene Nonko | 239,674 | 3,873,790 | | Patrick Thompson | 125,805 | 2,007,750 | | Jeffrey Coyne | 82,740 | 1,319,953 |

  32. Stock Vested in Fiscal 2024

    (1) Reflects the total market value of shares that each NEO was entitled to receive upon the vesting of RSUs during 2024, calculated based on the closing price of our Class A common stock on the day preceding the applicable vesting date. A portion of the vested shares issued to each of Messrs. Thompson and Coyne was withheld by the Company to cover the tax withholding obligations related to the vesting. Amounts shown for Messrs. Yi and Nonko include 12,150 Salary RSU Awards granted to each of them on December 15, 2023 for the period from December 15, 2023 through March 14, 2024 and 6,400 Salary RSU Awards granted to each of them on March 15, 2024 for the period from March 15, 2024 through June 14, 2024, as described in more detail in the section entitled “Compensation Discussion and Analysis – Analysis of Fiscal 2024 Compensation – Base Salary.” Such Salary RSU Awards vested in full on March 15, 2024 and June 15, 2024, respectively.

  33. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control In the event of a qualifying termination of employment and/or the occurrence of a change of control of the Company, certain of our NEOs are entitled to certain payments and benefits under their employment agreements, severance compensation agreements and/or our severance policies. For a detailed summary of these payments and benefits, see the section entitled “Employment and Severance Compensation Agreements” that follows the table below.

  34. Termination Following Change of Control

    | Name | Salary-Based Severance Payments ($)(1) | Incentive- Based Severance Payments($)(2) | Stock Awards($)(3) | Continuation of Benefits($)(4) | Total Estimated Payments($) | | Steven Yi | 825,000 | 825,000 | 6,076,120 | 52,800 | 7,778,920 | | Eugene Nonko | 825,000 | 825,000 | 6,076,120 | 52,800 | 7,778,920 | | Patrick Thompson | 720,000 | 360,000 | 3,426,989 | 52,800 | 4,559,789 | | Jeffrey Coyne | 600,000 | 200,000 | 2,119,686 | 52,800 | 2,972,486 |

  35. Other Qualifying Terminations

    | Name | Salary-Based Severance Payments($)(1) | Incentive- Based Severance Payments($)(2) | Stock Awards($)(3) | Continuation of Benefits($)(4) | Total Estimated Payments($) | | Steven Yi | 825,000 | 825,000 | 3,846,650 | 52,800 | 5,549,450 | | Eugene Nonko | 825,000 | 825,000 | 3,846,650 | 52,800 | 5,549,450 | | Patrick Thompson | 480,000 | 360,000 | — | 35,200 | 875,200 | | Jeffrey Coyne | 400,000 | 300,000 | — | 35,200 | 735,200 |

  36. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, below is (i) the 2024 annual total compensation of our Chief Executive Officer, Mr. Yi; (ii) the 2024 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee, and (iv) the methodology we used to calculate our CEO pay ratio:

  37. CEO Pay Ratio Disclosure

    | CEO Annual Total Compensation | $6,946,218 | | Median Employee Total Annual Compensation | $252,867 | | CEO to Median Employee Pay Ratio | 27.5-to-1 |

  38. CEO Pay Ratio Disclosure

    Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. Methodology Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Our methodology and process are explained below: (1) Determined Employee Population. We began with our global employee population as of December 31, 2024, including full-time workers employed by our company or consolidated subsidiaries, but excluding our CEO. (2) Identified the Median Employee. To identify the median employee, we calculated compensation for each employee using (i) base annual salary including estimated overtime pay as of December 31, 2024, (ii) cash incentives earned for 2024, (iii) the grant date value of RSU awards granted to the employee during 2024, and (iv) contributions made to such employee’s 401(k) account. We annualized the compensation of all full-time employees who were not employed by us for all of 2024. Compensation paid in foreign currency was translated to the U.S. dollar equivalent based on foreign exchange rates as of December 31, 2024. (3) Calculated CEO Pay Ratio. We calculated our median employee’s annual total compensation for 2024 in accordance with SEC rules for preparing the Summary Compensation Table. We compared the median employee’s compensation to our CEO’s annual total compensation in the Summary Compensation Table to determine the pay ratio shown above.

  39. Pay-versus-Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(7) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(7) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss)(5) | Transaction Value(6) | Adjusted EBITDA(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | 2024 | 6,946,218 | 5,739,257 | 4,753,051 | 3,895,207 | 35.44 | 244.01 | 22,118 | 96,111 | 1,491,860 | | 2023 | 5,753,695 | 4,857,831 | 3,753,529 | 3,131,192 | 35.00 | 178.62 | (56,555) | 593,438 | 27,121 | | 2022 | 4,952,016 | (1,285,005) | 2,123,426 | (37,672) | 31.23 | 113.16 | (72,446) | 737,514 | 22,858 | | 2021 | 1,059,848 | (28,825,351) | 1,711,239 | (3,716,106) | 48.46 | 157.59 | (8,475) | 1,018,970 | 58,167 | | 2020 | 36,121,729 | 73,005,673 | 19,523,454 | 40,775,284 | 122.63 | 117.14 | 10,562 | 815,712 | 58,074 |

  40. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. In addition, our amended and restated certificate of incorporation provides that our directors and officers will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty, except as required by applicable law, as in effect from time to time. We have entered into customary indemnification agreements with our directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under the DGCL against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. There is no pending litigation or proceeding involving any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.