FIFTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Fifth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of June 30, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).

    A.    WHEREAS, Parent, the Company and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of October 27, 2020, as amended by that certain First Amendment to Amended and Restated Employment Agreement dated as of March 22, 2022, that certain Second Amendment to Amended and Restated Employment Agreement dated as of August 1, 2023, that certain Third Amendment to Amended and Restated Employment Agreement dated as of May 20, 2024, and that certain Fourth Amendment to Amended and Restated Employment Agreement dated as of February 4, 2025 (as so amended, the “Employment Agreement”); and

    B.    WHEREAS, the parties desire to amend certain provisions of the Employment Agreement, as more particularly set forth herein.

    In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

1.    Amendments to Section 3. The references to “Chief Technology Officer” in Section 3 of the Employment Agreement are hereby replaced with “Chief Architect.”

2.    Amendment of Section 4(c). Section 4(c) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Annual Bonus. During the Term, the Executive shall be eligible to receive an annual cash incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 70% of the Executive’s Base Salary (the “Target Bonus”), upon the attainment of one or more pre-established performance goals established by the Board or the Committee in good faith in consultation with the Executive. For fiscal 2025, the Target Bonus shall be 85% of the Executive’s Base Salary, reflecting a blend between his prior target bonus opportunity of 100% and the new target bonus opportunity of 70%. The Annual Bonus, if any, shall be paid in a single lump sum during the calendar year following the calendar year with respect to which it is earned and as soon as reasonably practicable (but in any event, within thirty (30) days) following completion of the annual audit of the Company’s financial statements (on a consolidated basis) for the year to which the bonus relates, or such earlier date as is approved by the Board or the Committee, and any earned annual bonus shall not be subject to further vesting or, except as may be elected by the Executive in compliance with Code Section 409A (defined below), deferral.”

3.    Amendment and Ratification. Except as specifically amended hereby, all terms, conditions, covenants, representations, and warranties contained in the Employment Agreement shall remain in full force and effect and shall be binding upon the parties.

4.    Entire Agreement. The Employment Agreement (including the Schedules thereto), in each case as amended hereby, together with the Executive’s Confidential Information and Inventions Agreement, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

5.    Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

6.    Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

7.    Facsimile or .pdf Signature. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

MEDIAALPHA, INC.


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

QUOTELAB, LLC


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

/s/ Eugene Nonko    

    Eugene Nonko

FOR IMMEDIATE RELEASE

LOS ANGELES, CA, June 30, 2025 (GLOBE NEWSWIRE) — MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company") the leading marketing technology platform powering real-time customer acquisition for the insurance industry, today announced the promotion of Amy Yeh to Chief Technology Officer (CTO), effective immediately. Amy’s promotion is part of a previously announced leadership transition whereby Eugene Nonko, MediaAlpha’s Co-founder and CTO, is taking on a new role while continuing to serve on the Company’s Board of Directors.

Amy joined MediaAlpha in 2015 and most recently served as SVP, Technology. Over the past decade, she has played a pivotal role in scaling the Company’s engineering organization and technology infrastructure while championing a strong culture rooted in transparency, collaboration, and excellence. Her leadership has been instrumental in driving product innovation, improving platform reliability, and enabling operational scale across MediaAlpha’s insurance marketplace.

As CTO, Amy will oversee all aspects of technology strategy and execution, with a continued focus on accelerating platform evolution, strengthening engineering practices, and empowering high-performing teams.

"Amy has been a force multiplier across every dimension of our engineering team," said Steve Yi, MediaAlpha Co-Founder and CEO. "She brings deep technical expertise, operational rigor, and a genuine passion for developing teams that thrive. We expect a seamless transition as Amy steps into the CTO role and continues advancing our technology platform with confidence and purpose."

Eugene Nonko, who co-founded MediaAlpha in 2011 and has served as its CTO since inception, will take on the newly created role of Chief Architect. In this capacity, he will focus on long-range technical vision, key architectural initiatives, and the Company’s innovation roadmap.

“I’m incredibly proud of the foundation we’ve built, both technically and culturally,” said Eugene. “In my next chapter at MediaAlpha, I’m excited to focus on long-term architecture and innovation and I have every confidence that, under Amy’s leadership, our technology teams will continue to deliver for our partners.”

“It’s a tremendous honor to step into the CTO role at MediaAlpha,” said Amy Yeh. “I’m deeply grateful for Eugene’s mentorship and the strong engineering foundation he’s built. My priority is to carry forward our culture of openness, technical excellence, and continuous learning while delivering scalable solutions that move our business and clients forward.”

About MediaAlpha

We believe we are the insurance industry’s leading programmatic customer acquisition platform. With more than 1,200 active partners, excluding our agent partners, we connect insurance carriers with online shoppers and generated nearly 119 million Consumer Referrals in 2024. Our programmatic advertising technology powered $1.5 billion in spend for 2024 on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries. For more information, please visit www.mediaalpha.com.

Media Relations Contact:

PR@mediaalpha.com

Investor Contact:

Investors@mediaalpha.com