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On June 30, 2025, MediaAlpha, Inc. (NYSE: MAX) filed a Form 8-K announcing technology-leadership changes and related compensation matters.
Item 5.02 – Executive transition. Chief Technology Officer Eugene Nonko resigned effective June 30, 2025, and simultaneously entered into a Fifth Amendment to his employment agreement to remain as Chief Architect, a non-executive individual-contributor role.
- Base salary: unchanged at $550,000 for 2025.
- Cash incentive bonus: 100 % of salary for 1H25 and 70 % for 2H25, delivering a blended 85 % target, or $467,500, subject to the same corporate metrics used for other senior executives.
- Equity awards: (1) Previously granted RSUs with a $2.75 million grant-date value (50 % of his $5.5 million CTO target opportunity); (2) an additional RSU award valued at $750,000 will be granted 15 July 2025, calculated by dividing $750,000 by the 20-day average share price. All RSUs vest in 16 equal quarterly instalments beginning 15 Aug 2025, contingent upon continued service.
The amendment is filed as Exhibit 10.1.
Item 7.01 – Regulation FD. The company furnished a press release (Exhibit 99.1) announcing the appointment of Amy Yeh as the new Chief Technology Officer. The information under Item 7.01 is considered “furnished,” not “filed,” under the Exchange Act.