DEF 14A of Medpace Holdings, Inc., Apr 3, 2024

DEF 14A of Medpace Holdings, Inc.

Filed Apr 3, 2024 · FY20230001668397-24-000082

Open on EDGAR

  1. Table of Contents—(Continued)

    | Pension Benefits | 43 | | Nonqualified Deferred Compensation | 43 | | Potential Payments Upon Termination or Change in Control | 43 | | Pay Ratio Disclosure | 44 | | Pay versus Performance | 45 | | Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers | 49 | | Vote Required | 49 | | Recommendation of the Board of Directors | 49 | | Proposal 4: Amending the Certificate of Incorporation to Declassify the Board of Directors | 50 | | Vote Required | 51 | | Recommendation of the Board of Directors | 51 | | Director Compensation | 52 | | 2023 Director Compensation Table | 53 | | Equity Compensation Plan Information | 55 | | Security Ownership of Certain Beneficial Owners and Management | 56 | | Certain Relationships | 59 | | Delinquent Section 16(a) Reports | 62 | | Compensation Committee Interlocks and Insider Participation | 62 | | Stockholders’ Proposals | 63 | | Other Matters | 63 | | Solicitation of Proxies | 63 | | Medpace’s Annual Report on Form 10-K | 64 | | Appendix I - Proposed Amendments to Medpace Holdings, Inc.'s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors | |

  2. Election of Directors

    Election of Directors At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have seven (7) directors on our Board, including two (2) Class II Directors. Our current Class II Directors are Fred B. Davenport, Jr., who has served on our Board since August 13, 2018, and Cornelius P. McCarthy III, who has served on our Board since August 13, 2018. The Board has nominated Fred B. Davenport, Jr. and Cornelius P. McCarthy III for election as Class II Directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term expires at the 2026 Annual Meeting of Stockholders; Class II, whose current term expires at the 2024 Annual Meeting of Stockholders and whose new term will expire at the 2027 Annual Meeting of Stockholders; and Class III, whose current term expires at the 2025 Annual Meeting of Stockholders. The current Class I Directors are Brian T. Carley, Femida H. Gwadry-Sridhar, and Robert O. Kraft and the current Class III Directors are August J. Troendle and Ashley M. Keating. If the Certificate Amendment is adopted and becomes effective, our classified Board structure will be phased out beginning at the 2025 annual meeting of stockholders, such that from and after the 2027 annual meeting of stockholders, all directors will be up for election at each annual meeting and will serve for a term of one year and until such directors’ successors are duly elected and qualified or until such directors’ earlier death, resignation or removal. Please refer to Proposal 4 beginning on page 50 for a further description of the proposed amendment to our Amended and Restated Certificate of Incorporation. There are no family relationships among any of our executive officers or directors. Our Chief Executive Officer and founder, August J. Troendle and our Executive Vice President of Operations, Susan E. Burwig, each of whom is a named executive officer, cohabitate. For information regarding each of their compensation arrangements, see “Executive Compensation.” If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class II Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

  3. Election of Directors

    | | The Board of Directors unanimously recommends a vote FOR the election of the following Class II Director nominees. |

  4. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:

  5. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Name | Age | Served as a Director Since | Position with Medpace | | Fred B. Davenport, Jr. | 72 | 2018 | Lead Director | | Cornelius P. McCarthy III | 64 | 2018 | Director |

  6. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    The principal occupations and business experience, for at least the past five years, of each Class II Director Nominee for election at the 2024 Annual Meeting are as follows:

  7. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Fred B. Davenport, Jr. | | | Age: 72 Director Since: August 13, 2018 | Mr. Davenport is a partner at the law firm of Murchison, Taylor & Gibson, PLLC and focuses his practice on mergers and acquisitions, general corporate representation and estate planning. He previously served as President of Pharmaceutical Product Development, Inc. (“PPD”) from 2002 to 2006. From 2001 to 2002, Mr. Davenport was Executive Vice President of PPD and from 1996 to 2001 he was General Counsel of PPD. Prior to joining PPD, Mr. Davenport practiced at Murchison, Taylor & Gibson, PLLC as an associate from 1977 to 1980 and as a partner from 1981 to 1996, which included acting as the managing partner from 1991 to 1995. Mr. Davenport has also served on the faculty of the Cameron School of Business as a tenured professor. From 2015 to March 2016, Mr. Davenport was a Director of Clinipace Worldwide and from 2009 to 2011 he was a Director of Medex Global Group, Inc. Additionally, Mr. Davenport was a Director of predecessor entities of the Company from 2007 to 2013. Mr. Davenport has also served on numerous community and non-profit boards. Mr. Davenport received his Bachelor’s Degree, MBA and JD from the University of North Carolina at Chapel Hill. Mr. Davenport was chosen as a director because of his significant experience in the CRO industry, his experience as an executive and his experience serving on boards. |

  8. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Cornelius P. McCarthy III | | | Age: 64 Director Since: August 13, 2018 | Mr. McCarthy has served as the Managing Director and CEO of Fairmount Partners since 2003 and focuses primarily on healthcare and pharmaceutical outsourced services. Prior to founding Fairmount Partners, Mr. McCarthy was Vice President, Managing Director and Head of US Investment Banking at PMG/Investec from 1997 to 2003. Prior to 1997, Mr. McCarthy held a number of legal and investment banking roles. Mr. McCarthy is currently a Director of Atlantic Research Services, LLC and NMS Laboratories, Inc. Additionally, Mr. McCarthy was a Director of Cambridge Biomedical, Inc. from December 2016 until its sale in November 2019, and from 2006 to 2013 he was a Director of predecessor entities of the Company. Mr. McCarthy received his undergraduate degree from the University of Virginia where he was an Echols Scholar and his JD from Villanova Law School. Mr. McCarthy was chosen as a director because of his significant investment and financial experience, his experience in the CRO industry and his experience serving on boards. |

  9. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board who are Class III Directors are as follows:

  10. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | Name | Age | Served as a Director Since | Position with Medpace | | August J. Troendle | 67 | 1992 | Chief Executive Officer and Chairman of the Board | | Ashley M. Keating | 42 | 2019 | Director |

  11. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

  12. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | August J. Troendle | | | Age: 67 Director Since: Founding in July 1992 | August J. Troendle, M.D. has been the Chief Executive Officer and Chairman of the Board of Directors of Medpace since he founded the Company in July 1992, and also was the President through July 31, 2021. Before founding Medpace, Mr. Troendle served as a manager from 1987 to 1992 at Sandoz (Novartis), where he was responsible for the clinical development of lipid altering agents. From 1986 to 1987, Mr. Troendle worked as a Medical Review Officer in the Division of Metabolic and Endocrine Drug Products at the FDA. Mr. Troendle also has extensive experience serving as a director for a diverse group of public and private companies, including as a director of Coherus BioSciences, Inc. from 2012 to February 2018, as a director of Xenon Pharmaceuticals Inc. from 2007 to 2008, as a director of LIB Therapeutics, LLC since 2015, as a director of CinCor Pharma, Inc. from March 2018 to November 2021, and as a director of CinRx Pharma, LLC since 2015. Mr. Troendle received his Medical Degree from the University of Maryland, School of Medicine and his Master of Business Administration from Boston University. We believe Mr. Troendle brings to our Board valuable perspective and experience as our Chief Executive Officer, and as a former member of a large pharmaceutical company and the FDA, as well as extensive knowledge of the CRO and biopharmaceutical industries, and his experience serving on public and private boards, all of which qualify him to serve as the Chairman of our Board. | | Ashley M. Keating | | | Age: 42 Director Since: May 17, 2019 | Ms. Keating is currently a Partner at CincyTech, one of the most active seed to early stage investors in the Midwest focused on providing startup capital and guidance to digital and healthcare companies primarily in the region. Ms. Keating was the Chief Financial Officer of CincyTech from 2016 through October 2022 and led the build out of the company's infrastructure and oversaw all stakeholder reporting. From 2005 to April 2016, Ms. Keating worked at PricewaterhouseCoopers (PwC) where she focused on finance, operations, business leadership and mergers and acquisitions. She began her career in audit services at PwC’s Cincinnati office and later transferred to PwC’s transaction services practice in the New York and London offices. Ms. Keating is a Certified Public Accountant. She received her Bachelor of Business Administration in Accounting and Finance from Ohio University. While at Ohio University Ms. Keating played on the women’s golf team and was named a Division I All-American Scholar. Ms. Keating was chosen as a director because of her experience with biotech funding and her financial and accounting experience. |

  13. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:

  14. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | Name | Age | Served as a Director Since | Position with Medpace | | Brian T. Carley | 70 | 2016 | Director | | Femida H. Gwadry-Sridhar | 62 | 2023 | Director | | Robert O. Kraft | 53 | 2016 | Director |

  15. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:

  16. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | Brian T. Carley | | | Age: 70 Director Since: July 1, 2016 | Mr. Carley is currently a full-time consultant to Clubessential Holdings, LLC, a privately held Software as a Service (SaaS) holding company providing member management and payments software. From 2016 to 2023, Mr. Carley was the Senior Vice President and Chief Financial Officer of Clubessential Holdings, LLC. He previously served as President and Chief Executive Officer of the Cincinnati USA Regional Chamber from 2014 to 2015. From 2002 to 2014, Mr. Carley worked at Deloitte & Touche LLP, where he served as regional and office audit division head and audit partner. Before joining Deloitte & Touche LLP, Mr. Carley was employed by Arthur Andersen LLP from 1976 to 2002. There, he served as office managing partner and audit partner. Mr. Carley also has extensive experience serving as a director for a diverse group of companies, including as a director of Assurex Health, Inc. from 2015 until its sale in August 2016, and as a director and officer of numerous civic and charitable organizations. Mr. Carley currently sits on the board of directors of the following private companies or civic and charitable organizations: some of the Clubessential Holdings, LLC operating companies, TriHealth, Inc. and Cincinnati Works. Mr. Carley received his Bachelor of Science in Accountancy from the University of Illinois, and he is a retired Certified Public Accountant. Mr. Carley was chosen as a director because of his significant financial, accounting and directorship experience from his background as an audit partner at Deloitte & Touche LLP and Arthur Andersen LLP and his experience serving on boards. |

  17. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | Femida H. Gwadry-Sridhar | | | Age: 62 Director Since: January 16, 2023 | Dr. Gwadry-Sridhar is the Founder and Chief Executive Officer of Pulse Infoframe Inc., a privately held real-world evidence generation platform company providing solutions for disease registries, natural history studies and other observational and regulatory grade studies since 2011. During her career she has held academic appointments at Western University and as a visiting Professor at the University of Southern California. Dr. Gwadry-Sridhar is considered a thought leader in real-world evidence with over 220 publications in top tier journals, recognition as a career scientist and lifetime fellow of the Canadian Institute of Health Research (CIHR), and as a founding member of the medical adherence group at the Society for Pharmacoeconomics and Outcomes Research (ISPOR). She has been recognized as and supports female entrepreneurs in digital health and has served on numerous community and non-profit boards. She is also a Director of Pulse Infoframe Inc. and Pulse Infoframe US, LLC. Dr. Gwadry-Sridhar received a B.S. Biology from Western University, a B.Sc.Phm. from University of Toronto, a M.Sc. (epi) from Western University and Ph.D. in health research methodology from McMaster University. Dr. Gwadry-Sridhar was chosen as a director because of her significant experience in research, clinical trials, observational designs and real-world data as well as her experience as an executive in the biosciences industry. | | Robert O. Kraft | | | Age: 53 Director Since: July 1, 2016 | Mr. Kraft has served as the Chief Financial Officer and Treasurer of The Hillman Companies, Inc. and The Hillman Group since November 2017. Mr. Kraft served as the Executive Vice President of CVS Health Corporation and the President of Omnicare, Inc., CVS’s long-term care business, from August 2015 to September 2017. From September 2012 to August 2015, Mr. Kraft served as Senior Vice President and Chief Financial Officer of Omnicare, Inc., and from November 2010 to September 2012, he served as Senior Vice President, Finance of Omnicare, Inc. Before joining Omnicare, Inc., Mr. Kraft was an audit partner at PricewaterhouseCoopers LLP, where he worked for 18 years. Mr. Kraft received his Bachelor’s Degree in Accounting from the University of Dayton. Mr. Kraft was chosen as a director because of his significant financial and accounting experience from his background as an audit partner at PricewaterhouseCoopers LLP and his experience as an executive of a public company. |

  18. Executive Summary

    Executive Summary We are one of the world’s leading clinical contract research organizations, or CROs, by revenue, solely focused on providing scientifically-driven outsourced clinical development services to the biotechnology, pharmaceutical and medical device industries. The industry in which we operate in is highly competitive from a business and human resource perspective. Accordingly, our Compensation Committee believes that executive compensation should be tied strongly to Company and individual performance. The Company has had exceptional total stockholder return (“TSR”) performance since August 2016, which is when our common stock first began trading on the NASDAQ Global Select Market. The Company completed its initial public offering of its common stock at a price of $23.00, and our common stock started trading on August 11, 2016 at $28.15 per share. The per share closing price of our common stock on March 21, 2024 was 413.31. Our Compensation Committee has been pursuing a dual-purpose strategy to pay for performance, and also to achieve compensation levels for our NEOs that are competitive relative to the levels of executives at peer companies. Since the Company continues to outperform the majority of its peers on both one- and three-year TSR, the Compensation Committee is now benchmarking the Company’s total direct compensation (i.e., total cash compensation plus total long term incentive compensation) against the 50th percentile of total direct compensation paid by its peer group, with the goal to be at a level that is plus or minus 20% of the 50th percentile. This requires considerable review and discussion since total cash compensation is closer to the 25th percentile of the competitive market represented by our peers (9.1% above the 25th percentile). In addition, the total direct compensation paid by the Company for 2023 continues well below the 25th percentile in the aggregate (51.6% below the 25th percentile) due to smaller amounts of long term incentive compensation relative to its peers. The total cash compensation for NEOs in the aggregate represents an improvement from prior years relative to the 25th percentile. However, we continue to lag against the 50th percentile despite the Company's outperformance compared to its peers. The Compensation Committee intends, as described below, that the Company’s relative pay position should continue to improve based on the Company’s operational and financial performance and executive tenure. Further, since the Company continues to outperform its peers by a significant margin in key performance metrics (one- and three-year total stockholder return), the Compensation Committee expects to continue to increase total direct compensation and total cash compensation with a view to increasing NEO compensation individually and in the aggregate to the 50th percentile. In addition, as Medpace continues to grow, the Compensation Committee expects to revisit the make-up of the peer group each year to ensure the companies included continue to produce the most relevant benchmark for compensation targeting. 2023 Business and Financial Highlights The Company provided financial guidance for fiscal year 2023 in February 2023. The Company exceeded the guidance it provided in February 2023 with respect to each of the four metrics for which guidance is provided: revenue, GAAP net income, EBITDA and diluted earnings per share (GAAP). •Revenue for the year ended December 31, 2023, increased 29.2% to $1,885.8 million, compared to $1,460.0 million for the year ended December 31, 2022. •GAAP net income for the full year 2023 was $282.8 million, an increase of 15.3%, compared to GAAP net income of $245.4 million for the year ended December 31, 2022. GAAP net income per diluted share for the full year 2023 was $8.88, an increase of 22.0%, compared to GAAP net income per diluted share of $7.28 for the year ended December 31, 2022. •EBITDA for the full year 2023 increased 17.7% to $362.5 million compared to $308.1 million for the year ended December 31, 2022. EBITDA is a non-GAAP financial measure used to supplement our financial statements, which are based on U.S. Generally Accepted Accounting Principles (“GAAP”). For a definition and discussion of this measure, see “Definition of Non-GAAP Financial Measure” on page 37. Key Compensation Actions for 2023 The Compensation Committee took several actions related to executive compensation for 2023 performance. With respect to cash compensation, the Compensation Committee approved base salary increases for the NEOs to recognize individual performance and contributions, as well as to continue to address competitive pay gaps relative to market. The Compensation Committee affirmed corporate incentive goals and approved the payment of cash bonuses to our NEOs at a level that reflected performance against the financial guidance the Company provided in February 2023. With respect to process and governance, the Compensation Committee reviewed compensation and stockholder return data for the peer group of comparable companies. The Compensation Committee also continued its engagement of Total Compensation Solutions (“TCS”) as the Compensation Committee’s independent compensation consultant. Key Compensation Governance Attributes We believe that a sound executive compensation program is grounded in certain practices which we have followed. To that end, the Compensation Committee leverages its independent compensation consultant, evaluates the risk profile of our pay program and conducts an annual pay review. We also avoid certain practices that are undesirable. Specifically, we do not allow excise tax gross-up provisions in our executive compensation arrangements. We do not guarantee salary increases or bonuses. We do not maintain pension plans or other post-employment benefit plans other than a 401(k) retirement savings plan which is available to all eligible U.S. employees. We have not entered into any stand-alone change of control agreements with the NEOs. We do not reprice or backdate stock options. 2023 Non-Binding Advisory “Say-on-Pay” Vote As mentioned above, we have sought to reach compensation levels for our NEOs which more closely align on a relative basis with those of our peer companies as the Company continues to grow and exceed financial performance metrics. After consideration of the results of the recent say-on-pay votes, our Compensation Committee has taken the actions described in this Compensation Discussion and Analysis section. In 2020 when we conducted our first say-on-pay vote stockholders expressed their preference that we conduct say-on-pay votes every year. Accordingly, we have been conducting our say-on-pay votes on an annual basis since 2020. Over 89% of the votes cast at our 2023 Annual Meeting voted for our say-on-pay proposal. The Compensation Committee reviews the results of these votes, considers the feedback investors and proxy advisory firms provide with respect to our executive compensation programs and practices, and implements changes responsive to the feedback. The Compensation Committee will continue to engage with stockholders and ensure that stockholder interests are considered through providing stockholders non-binding “Say-on-Pay” votes.

  19. Determining Executive Compensation

    Determining Executive Compensation Executive Compensation Philosophy and Objectives Our overarching compensation philosophy is to pay for performance and ensure that pay is competitive with regard to our peers in the external market. To accomplish this we: •provide competitive compensation opportunities towards our goals of attracting, motivating, and retaining talented executives; and •structure our program so that the ultimate amount of compensation earned by our NEOs through base salary, paid bonuses and the intrinsic value of equity grants reflects overall Company and individual performance. We also believe firmly that our executives should be aligned with our stockholders, and therefore provide meaningful compensation in the form of long-term equity incentives that tie our executives directly to the performance of our stock. Our executive compensation program has a high degree of performance orientation. The Compensation Committee has previously sought to have NEO compensation (including each component thereof) at or near plus/minus 20% of the 25th percentile level of the peer group recommended by our compensation consultant. This year, we have adopted an updated objective of reaching closer to the 50th percentile level. The Company continues to improve the relative pay positions of its NEOs relative to a competitive market range. Specifically, base salaries for all five NEOs are now within plus/minus 20% of the 25th percentile of the peer group. With respect to total cash compensation (base salaries plus short-term incentive compensation) all NEOs are paid slightly above the 25th percentile for total cash compensation due to short-term incentive compensation reflecting the Company's outperformance relative to its peer group (based on median one- and three-year total stockholder return) and NEOs achieving both Company financial performance goals and individual performance results. With respect to total direct compensation (total cash compensation plus long-term equity-based awards), the Company pays all five Company NEOs significantly below the 25th percentile due to lower amounts of long-term equity-based awards relative to the peer group. While the Compensation Committee has been reviewing Company performance and NEO compensation with a view to seeing NEO compensation levels at or near to plus/minus 20% of the 25th percentile, the Compensation Committee expects that as Company performance continues to achieve median and higher performance levels relative to its peer companies, it will move to increase compensation levels for NEOs towards the 50th percentile going forward. Cash compensation including merit increases and bonuses, and equity awards are determined in the context of Company goal performance and individual performance, and as such actual competitive positioning may vary by individual or on a year-to-year basis. Additionally, while our overall philosophy applies generally to all NEOs, we recognize at times the need to differentiate on an individual basis to reflect additional considerations such as tenure, experience, past and expected contribution, outstanding individual performance, and criticality to the Company. Our Decision-Making Process We adhere to a set of guiding principles as we make pay determinations each year:

  20. Determining Executive Compensation

    Role of the Compensation Committee. The Compensation Committee is responsible for establishing and overseeing the executive compensation program, which includes, but is not limited to, setting executive pay opportunities, assessing Company and individual performance and determining and approving final pay outcomes for our NEOs on an annual basis. As part of this process, the Committee evaluates: •Each NEO’s role and responsibilities, and performance in his or her role; •Each NEO’s compensation history (including his or her total equity compensation profile); •Key historical Company performance metrics and forward-looking projections; and •Compensation practices of the companies in our peer group as well as broader market data, where appropriate. The Compensation Committee is also responsible for making grants of equity awards under the Medpace Holdings, Inc. 2016 Incentive Award Plan (the “2016 Incentive Plan”). Other responsibilities include, but are not limited to, reviewing and approving the CEO employment agreement; designing the annual bonus program; reviewing whether compensation programs encourage excessive risk-taking; and reviewing non-employee director compensation. The Compensation Committee meets throughout the year to discharge its duties. The formal written Compensation Committee charter is available on our website. Role of our CEO. Our Chief Executive Officer informs our Compensation Committee on the individual performance and contributions of each of the other NEOs, and annually makes recommendations to the Compensation Committee regarding base salary, non-equity incentive compensation and equity awards. Specifically, the CEO provides the Compensation Committee with personal objectives and compensation recommendations for all NEOs other than himself. The Compensation Committee reviews such recommendations and can approve the recommendations or submit recommended modifications to the Board for its consideration. Role of our Independent Compensation Consultant. Pursuant to its charter, the Compensation Committee has the sole discretion to retain or obtain advice from compensation consultants. During the 2023 fiscal year, the Compensation Committee continued its engagement of TCS as a compensation consultant to assist in its evaluation of executive compensation. TCS conducted various market studies and advised the Compensation Committee on general executive compensation matters to assist the Compensation Committee in fulfilling its duties. TCS reports directly to the Compensation Committee, participates in meetings, communicates with the Compensation Committee Chair between meetings as necessary, and works with management at the direction of the Compensation Committee. The Compensation Committee reviewed TCS’s independence and concluded that it is an independent and conflict-free advisor to the Company pursuant to the standards of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable rules of NASDAQ. Use of Peer Group and Market Data The Compensation Committee reviewed and approved a peer group consisting of sixteen companies that would be used as a reference to determine 2023 pay opportunity levels for the NEOs. TCS proposed the peer group to consist of companies that compete with us for both capital and talent. This peer group is identical to the 2022 peer group. The table below presents the peer group companies:

  21. Determining Executive Compensation

    This peer group served as the primary market reference point and was supplemented with other market data, CRO peer data and local peer data, where appropriate. For 2023 with the assistance of TCS, the Compensation Committee compared our performance, size and complexity of operations to those of the companies identified in the peer group set forth above. The Compensation Committee also compared the peer group’s current executive compensation and compensation mix (percent of base salary, short-term, and long-term incentive) to our current practices. TCS provided recommendations for adjustments based on current practices and policies within the peer group, Compensation Committee pay objectives and trends within the industry. The Compensation Committee and TCS will revisit the peer group going forward to assess whether the composition continues to contain companies with comparable size, industry, sector, and operations which are meaningful comparators for the Company. Principal Elements of Executive Compensation Our executive compensation program consists of a mix of fixed and variable pay elements, with the latter tied to both short- and long-term Company success. Performance-based pay elements are linked to goals that we believe will deliver both year-to-year and long-term increases in stockholder value. The elements of total direct executive compensation include:

  22. Determining Executive Compensation

    | Element | Form | Description | | Base Salary | Cash | Fixed amount to attract and retain top talent | | Annual Cash Bonus | Cash | At-risk variable incentive compensation used to reward strong Company and individual performance against important annual goals | | Long-Term Incentive Awards | Equity | Variable incentive compensation that promotes long-term performance, supports retention, and strengthens stockholder alignment |

  23. Fiscal 2023 Compensation Program in Detail

    Effective April 1, 2023, as part of our annual base salary review and merit and performance increase process, the Compensation Committee increased Mr. Troendle’s base salary rate from $782,100 to $825,000, reflecting a 5.5% increase. Also effective that same date, the Compensation Committee increased base salary rates for the other NEOs as set forth above. Effective March 1, 2024, as part of our annual base salary review and merit and performance increase process, the Compensation Committee increased Mr. Troendle’s base salary rate from $825,000 to $874,500, reflecting an increase of approximately 6.0%. Mr. Troendle’s current base salary positioning relative to his peers reflects his level of experience and proven track record as Chief Executive Officer. Also effective that same date, the Compensation Committee increased base salary rates for the other NEOs as follows: Mr. Brady’s base salary increased from $408,000 to $424,320, an increase of approximately 4.0%; Mr. Geiger’s base salary increased from $560,000 to $616,000, an increase of approximately 10.0%; Ms. Burwig’s base salary increased from $620,000 to $682,000 an increase of approximately 10.0%; and Mr. Ewald’s base salary increased from $546,000 to $567,840, an increase of approximately 4.0%. The Compensation Committee believes all of these salary increases were necessary to respond to increases in inflation rates and cost of living adjustments and to work towards the market compensation of the NEOs. Annual Bonus (Non-Equity Short-Term Incentive Compensation) The Compensation Committee believes that short-term incentive compensation should be dependent upon meaningful annual or short-term performance measures. The general philosophy of the Compensation Committee has been to work towards providing target bonus opportunities (expressed as a percentage of base salary) that are competitive with the market but also recognizing the Company's continued outperformance relative to its peer group. We do not provide for guaranteed bonus payouts. NEOs are generally entitled to receive bonus payouts in cash based the on Company's financial performance and when they achieve specific performance goals and objectives. Bonus payouts are paid in arrears. For 2023, the Compensation Committee completed its annual review of performance measures and targets and enhanced these performance measures and targets with respect to short-term incentive compensation ("STIC") for the NEOs. The Compensation Committee established that 75% of the 2023 STIC payment would be tied to the achievement of EBITDA (50%) and revenue (25%) targets. The remaining 25% of the 2023 STIC payment would be tied to individual and Company performance. The Compensation Committee determined the portion of the cash bonus attributable to the Company’s financial performance generally against the Company's full-year financial guidance provided in February 2023. Specifically, meeting the full-year financial guidance targets the Company provided in February 2023 related to EBITDA (50%) and revenue (25%) or slightly exceeding them would merit 75% of a target cash bonus for the NEO; 25% of the target bonus was based on how that NEO performed against his/her individual performance goals and objectives. The personal objectives and bonus recommendations to the Compensation Committee for all NEOs other than the CEO were provided by the CEO, and the Compensation Committee determined the amount of the CEO’s cash bonus. Under this plan, depending upon the Company’s financial performance and his/her attaining individual objectives, each NEO other than the CEO could earn a maximum cash bonus equal to 70% of base salary or as little as zero, and the CEO could earn a maximum cash bonus equal to 100% of base salary or as little as zero. NEO STIC—50% based on EBITDA

  24. Fiscal 2023 Compensation Program in Detail

    We do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company. Insider Trading Compliance Policy: No Hedging Medpace Securities Medpace has adopted the Medpace Holdings, Inc. Insider Trading Compliance Policy. This policy describes procedures governing the purchase, sale and/or other dispositions of Medpace’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Among other things, the policy prohibits all hedging transactions involving Medpace’s securities, including, without limitation, zero-cost collars and forward sale contracts. Clawback Policy Under the Medpace Holdings, Inc. Incentive Compensation Recoupment Policy (the “Clawback Policy”), if Medpace is required to prepare an accounting restatement (a “Restatement”), the Board shall, unless the Board's Compensation Committee determines it to be Impracticable, take reasonably prompt action to recoup all erroneously awarded compensation that would not have been received had the amount been determined based on the measures in the Restatement. The Board may seek to recoup the erroneously awarded compensation by any means as the Board, in its sole discretion, determines to be appropriate. Subject to applicable law and compliance with Internal Revenue Code Section 409A and the rules and regulations promulgated thereunder, the Board may seek to recoup compensation by requiring the person to repay such amount to the Company; by adding "holdback" or deferral policies to incentive compensation; by adding post-vesting "holding" or "no transfer" policies to equity awards; by set-off of a person's other compensation; by reducing future compensation; or by such other means or combination of means as the Board, in its sole discretion, determines to be appropriate. The Clawback Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any person that may be available under applicable law (whether implemented prior to or after adoption of the Clawback Policy). The Board may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate. The Board shall have full authority to administer the Clawback Policy and to delegate any of its powers under the Clawback Policy to the Compensation Committee of the Board or any subcommittee or delegate thereof. The Board adopted the Clawback Policy effective December 1, 2023. This Clawback Policy was adopted to comply with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Nasdaq listing rules, and is filed as an exhibit to the Medpace’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  25. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2023, 2022 and 2021.

  26. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS (1) ($) | STOCK AWARDS (2) ($) | OPTION AWARDS (3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION (4) ($) | TOTAL ($) | | August J. Troendle, Chief Executive Officer | | | | | | | | | | | | 2023 | $814,275 | $814,422 | — | — | — | — | $17,334 | $1,646,031 | | | 2022 | $770,250 | $772,500 | $206,460 | — | — | — | $135,824 | $1,885,034 | | | 2021 | $696,667 | $711,000 | — | $4,409,925 | — | — | $129,831 | $5,947,423 | | Kevin M. Brady, Chief Financial Officer and Treasurer (5) | | | | | | | | | | | | 2023 | $399,500 | $279,731 | — | — | — | — | $11,250 | $690,481 | | | 2022 | $368,333 | $258,000 | $206,460 | — | — | — | $10,250 | $843,043 | | | 2021 | $299,417 | $238,000 | — | $653,296 | — | — | $9,750 | $1,200,463 | | Jesse J. Geiger, President | | | | | | | | | | | | 2023 | $549,250 | $384,578 | — | — | — | — | $11,250 | $945,078 | | | 2022 | $509,167 | $357,500 | $206,460 | — | — | — | $10,250 | $1,083,377 | | | 2021 | $466,667 | $329,000 | — | $1,500,692 | — | — | $9,750 | $2,306,109 | | Susan E. Burwig, Executive Vice President, Operations | | | | | | | | | | | | 2023 | $598,100 | $418,880 | — | — | — | — | $107,319 | $1,124,299 | | | 2022 | $524,333 | $367,000 | $206,460 | — | — | — | $112,946 | $1,210,739 | | | 2021 | $482,500 | $338,800 | — | $1,612,060 | — | — | $88,986 | $2,522,346 | | Stephen P. Ewald, General Counsel and Corporate Secretary | | | | | | | | | | | | 2023 | $531,325 | $372,068 | — | — | — | — | $11,250 | $914,643 | | | 2022 | $479,917 | $336,000 | $206,460 | — | — | — | $10,250 | $1,032,627 | | | 2021 | $435,833 | $310,100 | — | $1,105,108 | — | — | $8,050 | $1,859,091 |

  27. SUMMARY COMPENSATION TABLE

    (1)The amounts shown in the table represent annual cash bonuses. (2)The amounts shown in the table represent restricted stock unit awards. All restricted stock unit awards granted to any NEOs have been valued based on the closing market price of the Company’s common stock on the date of grant as quoted on the NASDAQ Global Select Market. (3)All stock option awards granted to any NEOs have been valued based on the fair value of the option awards using the Black-Scholes-Merton option pricing model. We provide information regarding the assumptions used to calculate the value of equity-based awards made to executive officers in 2023 in our Annual Report on Form 10-K for 2023 under the section captioned “Stock Based Compensation” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 9 to our consolidated financial statements. (4)The amount shown in this column in 2023 for Mr. Brady, Mr. Geiger, and Mr. Ewald consists exclusively of fully vested 401(k) matching contributions paid to his respective account by the Company. The amounts shown in this column in 2023 for Mr. Troendle and Ms. Burwig consist of fully vested 401(k) matching contributions of $13,200 each paid to their respective accounts by the Company and incremental costs of $4,134 and $94,119, respectively, attributable to personal usage of Company provided aircraft paid for by the Company on their behalf. For multi-leg hybrid flights in which at least one leg consists of personal use, the incremental cost of personal use is calculated based on the difference between the actual cost of the personal and business legs of the flight and the hypothetical cost that would have been incurred if only the business legs of the flight occurred, using costs provided by the chartered jet service provider. Pursuant to Company policy, for personal use of Company provided aircraft in which both Mr. Troendle and Ms. Burwig are present, incremental cost is allocated to Mr. Troendle for purposes of the Summary Compensation Table unless the incremental cost specifically relates to Ms. Burwig. (5)Effective August 1, 2021, Mr. Brady was appointed Chief Financial Officer.

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2023.

  29. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units (#) (i) | All other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards (l) | | Name (a) | Grant Date (1) (b) | Threshold ($) (c) | Target ($) (d) | Max ($) (e) | Threshold (#) (f) | Target (#) (g) | Max (#) (h) | | | | | | August J. Troendle | 2/17/2023 | — | — | — | — | — | — | 1,000 | — | — | $206,460 | | Kevin M. Brady | 2/17/2023 | — | — | — | — | — | — | 1,000 | — | — | $206,460 | | Jesse J. Geiger | 2/17/2023 | — | — | — | — | — | — | 1,000 | — | — | $206,460 | | Susan E. Burwig | 2/17/2023 | — | — | — | — | — | — | 1,000 | — | — | $206,460 | | Stephen P. Ewald | 2/17/2023 | — | — | — | — | — | — | 1,000 | — | — | $206,460 |

  30. Grants of Plan-Based Awards

    (1)On February 17, 2023, Mr. Troendle, Mr. Brady, Mr. Geiger, Ms. Burwig and Mr. Ewald were each granted restricted stock units. The restricted stock units granted to Mr. Troendle, Mr. Brady, Mr. Geiger, Ms. Burwig and Mr. Ewald have a vest date of February 17, 2027.

  31. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards for each of our NEOs as of December 31, 2023. As of December 29, 2023, the last trading day of 2023, the fair market value of a share of our common stock was $306.53.

  32. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 (#) | | August J. Troendle | 37,417 | — | — | $54.74 | 3/1/2026 | — | — | — | — | | | 234,259 | — | — | $56.61 | 5/2/2026 | — | — | — | — | | | 84,770 | — | — | $107.93 | 2/28/2026 | — | — | — | — | | | — | — | — | — | — | 12,941 (1) | $3,966,805 | — | — | | | 57,570 | — | — | $166.73 | 4/27/2029 | — | — | — | — | | | — | 93,174 (2) | — | $138.87 | 8/15/2029 | — | — | — | — | | | — | — | — | — | — | 1,000 (3) | $306,530 | — | — | | Kevin M. Brady | 12,000 | — | — | $57.94 | 11/12/2025 | — | — | — | — | | | — | 3,000 (4) | — | $166.73 | 10/27/2026 | — | — | — | — | | | — | 13,803 (5) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (3) | $306,530 | — | — | | Jesse J. Geiger | 15,000 | — | — | $32.05 | 2/28/2025 | — | — | — | — | | | 40,000 | — | — | $90.65 | 8/5/2024 | — | — | — | — | | | 41,801 | — | — | $107.93 | 2/28/2026 | — | — | — | — | | | — | — | — | — | — | 6,382 (6) | $1,956,274 | — | — | | | — | 23,028 (4) | — | $166.73 | 10/27/2026 | — | — | — | — | | | — | 31,707 (5) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (3) | $306,530 | — | — | | Susan E. Burwig | 7,500 | — | — | $32.05 | 2/28/2025 | — | — | — | — | | | 50,000 | — | — | $90.65 | 8/5/2024 | — | — | — | — | | | 50,984 | — | — | $107.93 | 2/28/2026 | — | — | — | — | | | — | — | — | — | — | 7,783 (1) | $2,385,723 | — | — | | | — | 23,028 (4) | — | $166.73 | 10/27/2026 | — | — | — | — | | | — | 34,060 (2) | — | $138.87 | 8/15/2029 | — | — | — | | | | — | — | — | — | — | 1,000 (3) | $306,530 | — | — | | Stephen P. Ewald | — | — | — | — | — | 3,336 (6) | $1,022,584 | — | — | | | — | 18,230 (4) | — | $166.73 | 10/27/2026 | — | — | — | — | | | — | 23,349 (5) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (3) | $306,530 | — | — |

  33. Outstanding Equity Awards at Fiscal Year-End

    (1)These shares of restricted stock fully vested on February 28, 2024. (2)These awards fully vested on February 15, 2024. (3)These restricted stock units fully vest on February 17, 2027. (4)These awards fully vest on October 27, 2025. (5)These awards fully vest on February 15, 2026. (6)These restricted stock units fully vested on February 28, 2024.

  34. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes option exercises and stock vested with respect to each of the NEOs during the fiscal year ended December 31, 2023:

  35. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) (4) | | August J. Troendle | — | — | — | — | | Kevin M. Brady | 10,000 | $1,638,010 | — | — | | Jesse J. Geiger | — | — | — | — | | Susan E. Burwig | 7,500 | $1,466,025 | — | — | | Stephen P. Ewald | 21,850 | $3,200,151 | — | — |

  36. Option Exercises and Stock Vested

    (1)This column represents the number of shares for which the options were exercised. (2)The amounts in this column represent the aggregate dollar value realized upon exercise of options. (3)This column represents the number of shares of stock that have vested. (4)The amount in this column represents the aggregate dollar value realized upon vesting of stock.

  37. Pension Benefits

    Pension Benefits We did not maintain any plan for our NEOs providing for payments or other benefits at, following, or in connection with retirement, during the fiscal year ended December 31, 2023.

  38. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any deferred compensation plans for our NEOs for the fiscal year ended December 31, 2023.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control None of our NEOs has change in control agreements and we do not have a change in control policy. The 2016 Incentive Plan provides the Compensation Committee with discretion to accelerate the vesting of equity awards upon an employee’s death, disability, termination of service or the consummation of a change in control, subject to the terms and conditions of the 2016 Incentive Plan. The payments to which our NEOs would be entitled in the event of these termination of employment events, or as a result of a change in control, assuming the Compensation Committee exercised its discretion under the 2016 Incentive Plan to accelerate the vesting of all equity awards, are set forth in the table below, assuming the event occurred on December 31, 2023 and assuming that the maximum amount of unvested shares will vest. For this purpose, we have assumed a value of $306.53 per share of our common stock, which was the closing price of the Company’s common stock on December 29, 2023, the last trading day of 2023.

  40. Potential Payments Upon Termination or Change in Control

    | Name | Value of Equity Upon Acceleration or Change in Control ($) | | August J. Troendle | $19,894,888 | | Kevin M. Brady | $3,040,141 | | Jesse J. Geiger | $10,798,114 | | Susan E. Burwig | $11,622,067 | | Stephen P. Ewald | $7,792,361 |

  41. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K promulgated by the SEC and Section 953(b) of the Dodd—Frank Wall Street Reform and Consumer Protection Act, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $1,646,031 as reported in the Summary Compensation Table of this Proxy Statement. For 2023 we identified a new median employee. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee (excluding our CEO) was $74,521. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2023 is 22 to 1. To identify, and to determine the annual total compensation of, the median employee, we used the methodology set forth below. Our diverse employee population includes employees located in the United States, Europe, Canada, Africa, Latin America and Asia Pacific, none of whom are currently covered by a collective bargaining agreement specific to our Company. The diverse employee population varies in areas such as experience, education and specialized training. For purposes of this pay ratio analysis, we selected the median employee based on the approximately 5,927 individuals who were employed by the Company and our consolidated subsidiaries (whether as full-time, part-time, temporary or seasonal workers) as of December 31, 2023. For full-time and part-time employees that were hired in 2023 but did not work the full year, we utilized their compensation as of December 31, 2023, but did not make any full-time equivalent adjustments. In identifying our median employee, we gathered the annual base salary from internal payroll records of each such employee as of December 31, 2023, and made certain direct cash adjustments, using such measure as our consistently applied compensation measure. The direct cash adjustments consist of all cash compensation elements, aside from annual base salary, appearing in such payroll records for each individual, including bonuses, retirement benefits and other cash components. We converted the annual base salary and direct cash adjustments for non-U.S. employees to U.S. dollars using applicable foreign exchange rates as of December 31, 2023 and did not make any cost-of-living adjustments for non-U.S. employees. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) based on our payroll and employment records and the methodology described herein. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  42. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of our other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by such rules.

  43. Pay versus Performance

    | Year (1) (a) | Summary Compensation Table Total for PEO (2) (b) | Compensation Actually Paid to PEO (3) (c) | Average Compensation Table Total for Other NEOs (4) (d) | Average Compensation Actually Paid to Other NEOs (3) (e) | Value of Initial Fixed $100 Investment Based on: (5) | | Net Income (thousands) (6) (h) | Company Selected Measure | | | | | | | Medpace's Total Stockholder Return (f) | Peer Group Total Stockholder Return (g) | | | | | | | | | | | | EBITDA (thousands) (7) (i) | | 2023 | $1,646,031 | $9,259,322 | $918,625 | $4,765,822 | $364.66 | $106.34 | $282,810 | $362,498 | | 2022 | $1,885,034 | $12,885,590 | $1,042,447 | $3,352,260 | $252.69 | $99.81 | $245,368 | $308,106 | | 2021 | $5,947,423 | $7,745,980 | $1,972,002 | $3,951,123 | $258.91 | $125.43 | $181,848 | $223,076 | | 2020 | $4,136,810 | $5,986,345 | $1,790,406 | $3,906,530 | $165.60 | $130.04 | $145,384 | $187,753 |

  44. Pay versus Performance

    (1)For 2020 through 2023, our PEO was August J. Troendle. For 2023, 2022 and 2021, our Other NEOs were Kevin M. Brady, Jesse J. Geiger, Susan E. Burwig and Stephen P. Ewald. For 2020, our Other NEOs were Jesse J. Geiger, Susan E. Burwig and Stephen P. Ewald. (2)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Troendle for each corresponding year in the "Total" column of the Summary Compensation Table. (3)The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO and Other NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or Other NEOs during the applicable year. In accordance with the requirements, the following adjustments were made to the PEO and Other NEOs’ total compensation for each year to determine the "compensation actually paid":

  45. Pay versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | | Summary Compensation Table Total | $1,646,031 | $918,625 | $1,885,034 | $1,042,447 | $5,947,423 | $1,972,002 | $4,136,810 | $1,790,406 | | Less grant date value of equity awards (a) | $— | $— | $(206,460) | $(206,460) | $(4,409,925) | $(1,217,789) | $(3,004,695) | $(1,118,406) | | Increase/decrease for the Inclusion of Rule 402(v) Equity Values (b) | $7,613,291 | $3,847,197 | $11,207,016 | $2,516,273 | $6,208,482 | $3,196,910 | $4,854,230 | $3,234,530 | | Compensation Actually Paid | $9,259,322 | $4,765,822 | $12,885,590 | $3,352,260 | $7,745,980 | $3,951,123 | $5,986,345 | $3,906,530 |

  46. Pay versus Performance

    (a)The grant date value of equity awards represents the total of the amounts reported in the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts added or deducted in calculating the equity award adjustments are as follows:

  47. Pay versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | $306,530 | $306,530 | $10,795,139 | $2,981,049 | $5,193,390 | $1,517,468 | $1,801,387 | $812,047 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $8,272,210 | $3,540,667 | $411,877 | $117,240 | $1,015,092 | $1,405,730 | $— | $1,478,375 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $— | $— | $— | $— | $— | $— | $1,163,843 | $524,624 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(965,449) | $— | $— | $(582,016) | $— | $273,712 | $1,889,000 | $419,484 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $— | $— | $— | $— | $— | $— | $— | $— | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | $— | $— | $— | | Total Equity Award Adjustments | $7,613,291 | $3,847,197 | $11,207,016 | $2,516,273 | $6,208,482 | $3,196,910 | $4,854,230 | $3,234,530 |

  48. Pay versus Performance

    (4)The dollar amounts reported in this column are the average amounts of total compensation reported for Other NEOs for each corresponding year in the "Total" column of the Summary Compensation Table. (5)The peer group used for purposes of this table for each listed fiscal year is the NASDAQ Healthcare Index (IXHC), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the IXHC, respectively. No dividends were paid on stock or option awards in 2023, 2022, 2021 or 2020. Historical stock performance is not necessarily indicative of future stock performance. (6)The dollar amounts reported represent the amount of net income reflected in our consolidated audited financial statements for the applicable year. (7)EBITDA was chosen from the following four most important financial performance measures, as it represents the most important financial performance measure used to align compensation actually paid to the PEO and other NEOs in 2023 to the Company's performance:

  49. Pay versus Performance

    | Most Important Performance Measures | | EBITDA (as defined on page 37) | | Revenue (Defined as the Company's GAAP Revenue from our Consolidated Statements of Income) | | Net Income (Defined as the Company's GAAP Net Income from our Consolidated Statements of Income) | | Earnings Per Share (Defined as the Company's GAAP Diluted Earnings Per Share from our Consolidated Statements of Income) |

  50. Pay versus Performance

    A significant portion of the values for Compensation Actually Paid to our PEO and Other NEOs are attributable to equity adjustments that are based on our stock price as of the last day of the applicable fiscal year. The values for Compensation Actually Paid could have been significantly less if a date other than the last day of the applicable fiscal year was utilized because our stock price at the end of each year has been in the 90th percentile of each year's 52-week high. In 2020, our stock price fluctuated from a low of $58.72 per share to a high of $150.57. The closing price of $139.20 on December 31, 2020, represents 92.4% of our 52-week high for 2020. In 2021, our stock price fluctuated from a low of $130.74 per share to a high of $231.00. The closing price of $217.64 on December 31, 2021, represents 94.2% of our 52-week high for 2021. In 2022, our stock price fluctuated from a low of $126.95 per share to a high of $235.72. The closing share price of $212.41 on December 30, 2022 (the last trading day of the fiscal year) represents 90.1% of our 52-week high for 2022. In 2023, our stock price fluctuated from a low of $167.00 per share to a high of $317.57. The closing share price of $306.53 on December 29, 2023 (the last trading day of the fiscal year) represents 96.5% of our 52-week high for 2023.

  51. Relationship Between Compensation Actually Paid and Total Stockholder Return

    Relationship Between Compensation Actually Paid and Total Stockholder Return The table below reflects the relationship between the compensation actually paid for the PEO and the average Other NEOs versus the Company's TSR and the peer group TSR, assuming an initial fixed investment of $100 for the years ended December 31, 2023, 2022, 2021, and 2020.

  52. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The table below reflects the relationship between the compensation actually paid for the PEO and the average Other NEOs versus the Company's Net Income for the years ended December 31, 2023, 2022, 2021, and 2020.

  53. Relationship Between Compensation Actually Paid and EBITDA

    Relationship Between Compensation Actually Paid and EBITDA The table below reflects the relationship between the compensation actually paid for the PEO and the average Other NEOs versus the Company's EBITDA for the years ended December 31, 2023, 2022, 2021, and 2020.

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We adopted a Non-Employee Director Compensation Policy that became effective after the effectiveness of the Company’s initial public offering. This policy was revised as of October 25, 2018, and was revised further October 21, 2022. With the exception of certain provisions related to the RSU election process which were effective as of October 21, 2022, the revisions to the Non-Employee Director Compensation Policy made on October 21, 2022, became effective as of January 1, 2023. The revised Non-Employee Director Compensation Policy was filed as an exhibit to our Form 10-K for the year ended December 31, 2022. Pursuant to the Non-Employee Director Compensation Policy that governed director compensation for the fiscal year ended December 31, 2023, each eligible non-employee director received an annual retainer with a value of $60,000 for service on the Board. The lead independent director received an additional annual retainer with a value of $25,000. Each Compensation Committee member, other than the Compensation Committee chairperson, received an additional annual retainer with a value of $7,500 and the Compensation Committee chairperson received an additional annual retainer with a value of $20,000. Each Audit Committee member, other than the Audit Committee chairperson, received an additional annual retainer with a value of $10,000 and the Audit Committee chairperson received an additional annual retainer with a value of $25,000. Directors who served on the Nominating and Governance Committee did not receive any additional compensation for their services on the Nominating and Governance Committee. Each annual retainer was paid quarterly in arrears. For the fiscal year ended December 31, 2023, Mr. Carley, Mr. Kraft and Mr. McCarthy elected to receive all annual retainers in the form of shares of restricted stock units. On May 19, 2023, the date of our 2023 Annual Meeting of Stockholders, pursuant to the Non-Employee Director Compensation Policy that governed director compensation for the fiscal year ended December 31, 2023, each non-employee director was granted an award of an option to purchase the numbers of shares of Common Stock (at a per-share exercise price equal to the closing price per share of the Common Stock on the date of such annual meeting) that has a grant date fair value of $150,000. The terms of each such award are set forth in a written award agreement between each director and us. All cash and equity awards granted under the Non-Employee Director Compensation Policy will be granted under, and subject to the limits of, the 2016 Incentive Plan. Our directors who are employed by us or our subsidiaries do not receive any compensation except as limited to expense reimbursement.

  55. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table sets forth summary compensation information for our directors for the fiscal year ended December 31, 2023:

  56. 2023 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($) | FEES EARNED OR PAID IN RSUs (1) | OPTION AWARDS (2) (3) (4) ($) | TOTAL ($) | | Brian T. Carley | $— | $84,983 | $149,984 | $234,967 | | Fred B. Davenport, Jr. | $115,000 | $— | $149,984 | $264,984 | | Femida H. Gwadry-Sridhar (5) | $57,500 | $— | $200,865 | $258,365 | | Ashley M. Keating | $60,000 | $— | $149,984 | $209,984 | | Robert O. Kraft | $— | $77,370 | $149,984 | $227,354 | | Cornelius P. McCarthy III | $— | $67,493 | $149,984 | $217,477 | | August J. Troendle (6) | $— | $— | $— | $— |

  57. 2023 DIRECTOR COMPENSATION TABLE

    (1)Pursuant to the Non-Employee Director Compensation Policy, for the fiscal year ended December 31, 2023, Mr. Carley, Mr. Kraft and Mr. McCarthy elected to receive all annual retainers in the form of shares of restricted stock units ("RSUs"). On December 9, 2022, Mr. Carley was granted 413 RSUs, Mr. Kraft was granted 376 RSUs, and Mr. McCarthy was granted 328 RSUs. Approximately 1/4 of the RSUs vest as compensation in arrears on the last day of each calendar quarter during the year in which the annual retainer(s) represented by the RSUs is earned. All RSUs have been valued based on the closing market price of the Company's common stock on the date of grant as quoted on the NASDAQ Global Select Market. (2)All stock option awards granted to any directors have been valued based on the fair value of the option awards using the Black-Scholes-Merton option pricing model. We provide information regarding the assumptions used to calculate the value of all option awards made to directors in 2023 in our Annual Report on Form 10-K for 2023 under “Equity Awards – Valuation Assumptions”. (3)The aggregate number of options outstanding for each director appears in the table that follows. (4)In connection with our 2023 Annual Meeting, on May 19, 2023, pursuant to the Non-Employee Director Compensation Policy, Mr. Carley, Mr. Davenport, Dr. Gwadry-Sridhar, Ms. Keating, Mr. Kraft and Mr. McCarthy were each granted stock options under the 2016 Incentive Plan. The terms of the stock options provide for (i) an exercise price equal to $210.88 per share; (ii) vesting on the earlier of (a) the day immediately preceding the date of the first annual meeting of the Company following the date of the grant and (b) the first anniversary of the date of the grant; and (iii) expiration upon the seventh anniversary of the date of grant. (5)In connection with Dr. Gwadry-Sridhar's election to the Board and pursuant to the Non-Employee Director Compensation Policy, on January 16, 2023, Dr. Gwadry-Sridhar was granted an equity award in the form of an option to purchase 573 shares of the Company’s common stock with a term of seven years and an exercise price equal to the closing price per share of the Company’s common stock on January 13, 2023, the last preceding trading day. The option vested on May 18, 2023. With respect to the amount in the option awards column for Dr. Gwadry-Sridhar, the amount includes both the January 16, 2023 option grant and the May 19, 2023 option grant that is described in more detail above in footnote 4. (6)Mr. Troendle receives no cash or equity compensation for his service as a member of the board of directors. DIRECTOR COMPENSATION The following table shows the aggregate number of option awards outstanding on December 31, 2023 for each of our directors.

  58. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Grant Date | Number of Securities Underlying Options (#) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Brian T. Carley | 5/19/2017 | 13,782 | 13,782 | — | | | 5/18/2018 | 8,127 | 8,127 | — | | | 5/17/2019 | 6,472 | 6,472 | — | | | 5/15/2020 | 3,858 | 3,858 | — | | | 5/14/2021 | 1,822 | 1,822 | — | | | 5/20/2022 | 1,903 | 1,903 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | Fred B. Davenport, Jr. | 8/13/2018 | 4,710 | 4,710 | — | | | 5/17/2019 | 6,472 | 6,472 | — | | | 5/15/2020 | 3,858 | 3,858 | — | | | 5/14/2021 | 1,822 | 1,822 | — | | | 5/20/2022 | 1,903 | 1,903 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | Femida H. Gwadry-Sridhar | 1/16/2023 | 573 | 573 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | Ashley M. Keating | 5/17/2019 | 1,472 | 1,472 | — | | | 5/15/2020 | 3,858 | 3,858 | — | | | 5/14/2021 | 1,822 | 1,822 | — | | | 5/20/2022 | 1,903 | 1,903 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | Robert O. Kraft | 5/18/2018 | 8,127 | 8,127 | — | | | 5/17/2019 | 6,472 | 6,472 | — | | | 5/15/2020 | 3,858 | 3,858 | — | | | 5/14/2021 | 1,822 | 1,822 | — | | | 5/20/2022 | 1,903 | 1,903 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | Cornelius P. McCarthy III | 8/13/2018 | 4,710 | 4,710 | — | | | 5/17/2019 | 6,472 | 6,472 | — | | | 5/15/2020 | 3,858 | 3,858 | — | | | 5/14/2021 | 1,822 | 1,822 | — | | | 5/20/2022 | 1,903 | 1,903 | — | | | 5/19/2023 | 1,769 | — | 1,769 | | August J. Troendle | 3/1/2019 | 37,417 | 37,417 | — | | | 5/2/2019 | 234,259 | 234,259 | — | | | 2/28/2020 | 84,770 | 84,770 | — | | | 4/27/2021 | 57,570 | 57,570 | — | | | 2/15/2022 | 93,174 | — | 93,174 |