DEF 14A of Medpace Holdings, Inc., Apr 1, 2026

DEF 14A of Medpace Holdings, Inc.

Filed Apr 1, 2026 · FY20250001668397-26-000012

Open on EDGAR

  1. Table of Contents—(Continued)

    | 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 | 50 | | Vote Required | 50 | | Recommendation of the Board of Directors | 50 | | Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | 51 | | Vote Required | 51 | | Recommendation of the Board of Directors | 51 | | Proposal 5: Amendment of Certificate of Incorporation to Remove Supermajority Voting Requirements | 52 | | Vote Required | 53 | | Recommendation of the Board of Directors | 53 | | Proposal 6: Amendment of Certificate of Incorporation to Remove the Limitation on Stockholders Calling Special Meetings of Stockholders | 54 | | Vote Required | 55 | | Recommendation of the Board of Directors | 55 | | Proposal 7: Advisory Vote on a Stockholder Proposal | 56 | | Vote Required | 58 | | Recommendation of the Board of Directors | 58 | | Director Compensation | 59 | | 2025 Director Compensation Table | 60 | | Equity Compensation Plan Information | 62 | | Security Ownership of Certain Beneficial Owners and Management | 63 | | Certain Relationships | 66 | | Delinquent Section 16(a) Reports | 69 | | Compensation Committee Interlocks and Insider Participation | 69 | | Stockholders’ Proposals | 70 | | Other Matters | 70 | | Solicitation of Proxies | 70 | | Medpace’s Annual Report on Form 10-K | 71 | | Appendix A: Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. Election of Directors

    Election of Directors At the Annual Meeting, three Class I Directors and two Class III 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 directors on our Board, including three Class I Directors and two Class III Directors. Our current Class I Directors are Brian T. Carley, who has served on our Board since July 1, 2016, Femida H. Gwadry-Sridhar, who has served on our Board since January 16, 2023, and Robert O. Kraft, who has served on our Board since July 1, 2016. Our current Class III Directors are August J. Troendle, who has served on our Board since July 1992, and Dani S. Zander, who has served on our Board since July 1, 2024. The Board has nominated Brian T. Carley, Femida H. Gwadry-Sridhar and Robert O. Kraft for election as Class I Directors at the Annual Meeting and August J. Troendle and Dani S. Zander for election as Class III 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 five nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I and Class III 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 the 2024 Annual Meeting of Stockholders, more than 66-2/3% of the outstanding shares entitled to vote thereon voted to amend our Amended and Restated Certificate of Incorporation to phase out the classified Board so that the Board will be fully declassified by the 2027 Annual Meeting of Stockholders. Pursuant to the Certificate Amendment, the phase out of the classified Board commenced with the 2025 Annual Meeting of Stockholders, at which the Class III directors were up for election, and each such director was elected for a one-year term. At the 2026 Annual Meeting of Stockholders, the Class I directors and the Class III directors will be up for election, and each such director will be elected for a one-year term. Finally, at the 2027 Annual Meeting of Stockholders, the division of the Board into three classes will terminate, all directors will be up for election, and each director elected at the 2027 Annual Meeting of Stockholders (and at all annual meetings thereafter) will be elected for a one-year term and until his or her successor is duly elected and qualified or until such director’s earlier death, resignation or removal. The phasing in of annual elections of directors over this period is designed so that the term of any incumbent director will not be shortened, and to ensure a smooth transition to a system of annual elections of all our directors. The current class structure is as follows: Class I, whose current term expires at the 2026 Annual Meeting of Stockholders and whose new term (if elected) will expire at the 2027 Annual Meeting of Stockholders; Class II, whose current term expires at the 2027 Annual Meeting of Stockholders; and Class III, whose current term expires at the 2026 Annual Meeting of Stockholders and whose new term (if elected) will expire at the 2027 Annual Meeting of Stockholders. The current Class II Directors are Fred B. Davenport, Jr. and Cornelius P. McCarthy III. 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 I and Class III 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.

  3. NOMINEES FOR CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    NOMINEES FOR CLASS I 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 I Directors are as follows:

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

    | Name | Age | Served as a Director Since | Position with Medpace | | Brian T. Carley | 72 | 2016 | Director | | Femida H. Gwadry-Sridhar | 64 | 2023 | Director | | Robert O. Kraft | 55 | 2016 | Director |

  5. NOMINEES FOR CLASS I 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 I Director Nominee for election at the 2026 Annual Meeting are as follows:

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

    | Brian T. Carley | | | Age: 72 Director Since: July 1, 2016 | Mr. Carley retired from serving Clubessential Holdings, LLC, a privately held Software as a Service (SaaS) holding company providing member management and payments software, in February 2026. From March 2016 to December 2023, he served as their Senior Vice President and Chief Financial Officer. From January 2024 through December 2024 he served as a full-time consultant and then returned as Interim Chief Financial Officer from June 2025 until January 2026. 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: 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. |

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

    | Femida H. Gwadry-Sridhar | | | Age: 64 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: 55 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. |

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

    NOMINEES FOR CLASS III 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 III Directors are as follows:

  9. NOMINEES FOR CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Name | Age | Served as a Director Since | Position with Medpace | | August J. Troendle | 69 | 1992 | Chief Executive Officer and Chairman of the Board | | Dani S. Zander | 64 | 2024 | Director |

  10. NOMINEES FOR CLASS III 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 III Director Nominee for election at the 2026 Annual Meeting are as follows:

  11. NOMINEES FOR CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | August J. Troendle | | | Age: 69 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, Inc. 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. |

  12. NOMINEES FOR CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Dani S. Zander | | | Age: 64 Director Since: July 1, 2024 | Dr. Zander is a Collaborative Professor in the Department of Pathology and Cell Biology at the University of South Florida Morsani College of Medicine. From 2016 to June 2025, Dr. Zander served as the MacKenzie Chair of the Department of Pathology and Laboratory Medicine at the University of Cincinnati, and Chief of Pathology and Laboratory Medicine for UC Health. She previously served as Chair of the Department of Pathology at Penn State and held other faculty and leadership positions at the University of Texas Health Science Center at Houston and the University of Florida College of Medicine. Dr. Zander practiced as a lung pathologist and cytopathologist with research focused primarily on lung cancer and lung transplantation. She has been an editor of five pulmonary pathology and molecular pathology books, served as the elected president of four pathology societies and she is a past president of the Association of Pathology Chairs (APC), recently renamed as the Association for Academic Pathology (AAPath). She has published numerous papers, served on DOD and NIH study sections, and was elected chair of the DOD's Lung Cancer Research Program's Programmatic Panel. She has also held multiple editorial positions including that of Associate Editor of the American Journal of Pathology. Leadership education and training, especially for academic pathologists, has been a passion for Dr. Zander throughout her career. She led the design and launch of the first Pathology Leadership Academy of the APC in 2016. Dr. Zander has also served as a mentor for faculty, residents and medical students and has been recognized with several teaching awards including the prestigious national Robbins Distinguished Educator Award given to Dr. Zander in 2025 by the American Society for Investigative Pathology. Dr. Zander received her Bachelor of Arts degree in chemistry from New York University and her Doctor of Medicine from the University of Florida. Dr. Zander was chosen as a director because of her significant experience in pathology and laboratory medicine and her extensive experience in clinical research. |

  13. CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board who are Class II Directors are as follows:

  14. 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. | 74 | 2018 | Lead Director | | Cornelius P. McCarthy III | 66 | 2018 | Director |

  15. 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 are as follows:

  16. CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Fred B. Davenport, Jr. | | | Age: 74 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. | | Cornelius P. McCarthy III | | | Age: 66 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 NMS Laboratories, Inc. Additionally, Mr. McCarthy was a Director of Atlantic Research Services, LLC from 2016 until its sale in July 2025, 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. |

  17. 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 sought to have NEO compensation (including each component thereof) at or near plus/minus 20% of the 50th percentile level of the Company's peer group. Base salaries for four of the five NEOs are now within plus/minus 20% of the 50th percentile. Four of the NEOs are below the median for base salaries. When NEO pay is aggregated, base salaries are 9.2% below the 50th percentile. With respect to total cash compensation (base salaries plus short-term incentive compensation) all five NEOs are paid below the 50th percentile for total cash compensation. With respect to total direct compensation (total cash compensation plus long-term equity-based awards), the Company pays four of the five Company NEOs below the 50th percentile. The Compensation Committee expects that as Company performance continues to achieve median and higher performance levels relative to its peer companies, it will seek to achieve and maintain compensation levels for NEOs at or above 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:

  18. 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 Amended and Restated Incentive Award Plan (the “Amended 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 2025 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 In 2024, the Compensation Committee requested a review of the peer group emphasizing the need to include more service-oriented companies and public CROs, as opposed to the prior weighting towards biotech companies. This resulted in a peer group more comparable to the Company in terms of the nature and consistency of their revenue and eliminated some of the volatility inherent with biotech companies. The peer group included some companies from the 2023 peer group, some companies that were suggested by the Company and some competitor CRO peers. The resulting updated peer group jointly agreed by the Company and TCS in 2024 consisted of twelve companies that were used as a reference to determine 2024 pay opportunity levels for the NEOs. The Compensation Committee determined that the peer group companies identified in 2024 remain an appropriate comparison group for the Company, in part due to the enhanced review of the peer group that occurred in 2024. The peer group used as a reference to determine 2025 pay opportunity levels for the NEOs was identical to the 2024 peer group with the exception of Catalent, Inc. which was removed from the 2025 peer group because it was acquired by Novo Holdings A/S in 2024. The table below presents the peer group companies:

  19. 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 predetermined annual goals | | Long-Term Incentive Awards | Equity | Variable incentive compensation that promotes long-term performance, supports retention, and strengthens stockholder alignment |

  20. Fiscal 2025 Compensation Program in Detail

    Effective March 1, 2025, 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 $874,500 to $950,000, reflecting an approximately 8.6% increase. Also effective that same date, the Compensation Committee increased base salary rates for the other NEOs as set forth above. Effective March 1, 2026, 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 $950,000 to $973,750, reflecting an increase of approximately 2.5%. Mr. Troendle’s current base salary positioning is improved relative to his peers, considering his level of experience and proven track record as Chief Executive Officer, but remains materially below the median paid for the same role across the peer group. 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 $466,770 to $504,120, an increase of approximately 8.0%; Mr. Geiger’s base salary increased from $646,800 to $662,950, an increase of approximately 2.5%; Ms. Burwig’s base salary increased from $716,100 to $734,000 an increase of approximately 2.5%; and Mr. Ewald’s base salary increased from $596,240 to $611,140, an increase of approximately 2.5%. 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 ensure competitive levels with respect to peer company compensation for 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 on the Company's financial performance and when they achieve specific performance goals and objectives. Bonus payouts are paid in arrears. For 2025, 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 2025 STIC payment would be tied to the achievement of EBITDA (50%) and revenue (25%) targets based on full-year financial guidance that the Company provided in February 2025. The remaining 25% of the 2025 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 2025. Specifically, meeting the full-year financial guidance targets the Company provided in February 2025 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

  21. Fiscal 2025 Compensation Program in Detail

    The Company exceeded its full-year financial guidance that was provided in February 2025 with respect to EBITDA and revenue. Additionally, the Company exceeded its full-year financial guidance that was provided in February 2025 with respect to GAAP net income and diluted earnings per share (GAAP). The Company’s 2025 guidance and financial results are described under “2025 Business and Financial Highlights” in the Executive Summary of this Compensation Discussion & Analysis on page 29. Mr. Troendle earned 52.5% of his base salary as a cash bonus. Mr. Brady and Mr. Geiger each earned 37.5% of their respective base salaries as a cash bonus. Ms. Burwig and Mr. Ewald each earned 70.0% of their respective base salaries as a cash bonus. This resulted in cash bonus payments as follows: Mr. Troendle $492,350; Mr. Brady $172,450; Mr. Geiger $240,700; Ms. Burwig $497,400; and Mr. Ewald $414,150. 2026 Short-Term Incentive Compensation The Compensation Committee, consistent with the approach taken in 2025, set performance measures and targets with respect to short-term incentive compensation (“STIC”) for the NEOs. The Compensation Committee has established that 75% of the 2026 STIC payment will be tied to the achievement of EBITDA (50%) and revenue (25%) based on full-year financial guidance that the Company provided in February 2026. The remaining 25% of the 2026 STIC payment will be tied to individual and Company performance. Long-Term Equity Incentive Compensation The Compensation Committee believes that long-term incentive compensation should be dependent upon meaningful long-term performance measures that provide linkage between stockholders and the NEOs. The Compensation Committee grants equity awards to our NEOs under the Amended 2016 Incentive Plan which was approved by stockholders on May 16, 2025 and has previously granted equity awards to our NEOs under the 2016 Incentive Award Plan which was approved by stockholders on June 23, 2016. Our Amended 2016 Incentive Plan affords the Compensation Committee flexibility to determine the specific award types and parameters that it believes are in the best long-term interests of the Company. We believe that long-term incentive awards provide the strongest alignment with stockholder interests. We also believe that properly structured awards are a valuable motivating incentive and strong retention tool. In other words, if the Company performs well, that performance should be reflected in the price of the Company’s shares which benefits both stockholders and NEOs. Medpace stock ownership guidelines for all NEOs require holdings to equal three times their respective base salary, as described below. We believe that our stock ownership guidelines further strengthen the alignment of interests between our NEOs and stockholders. Recognizing that we can continue to attract and retain employees with the opportunity for Company associates to receive an equity grant, the Compensation Committee has previously approved equity grants to associates at various levels within the Company and has not limited equity grants to the most senior leadership of the Company. In the spirit of viewing long-term equity incentive compensation less as a reward for past performance but rather as a means to align future performance with stockholder expectations and for longer term retention of key talent, including our NEOs, for 2026, the Compensation Committee expects to decouple Long-Term Equity Incentive Compensation from 2025 annual bonus and STIC awards for NEOs. As such, the Compensation Committee expects to review and make determinations on Long-Term Equity Incentive Compensation grants for NEOs in conjunction with the review and determination of equity grants made more broadly to eligible employees within the Company. In response to Item 402(x)(1) of Regulation S-K, we do not grant new awards of stock options, stock appreciation rights, or similar option-like instruments in anticipation of the release of material nonpublic information. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing. Stock Ownership Guidelines The Compensation Committee approved stock ownership guidelines for all NEOs to equal three times their respective base salary. The Compensation Committee has maintained stock ownership guidelines equal to one times base cash compensation for directors. For those NEOs and directors who currently do not own any or sufficient stock to meet that requirement, open market purchases are not required. Rather, as restricted stock awards / restricted stock units vest, 60% of the vested stock must be retained until the ownership requirement is met, and as options are exercised, 60% of the spread must be retained in the form of stock until the ownership target is met. Retirement Plans We currently maintain a 401(k) retirement savings plan for our U.S. employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time U.S. employees. The U.S. Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, beginning in the calendar year following the first anniversary of employment. Matching contributions cliff-vest upon the employee’s completion of three qualifying years of service with the Company. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan and making matching contributions that vest at a defined time add to the overall desirability of our executive compensation package and further motivate our employees, including our NEOs, in accordance with our compensation policies. We do not currently maintain any defined benefit pension plans or deferred compensation plans. Employee Benefits and Perquisites All of our full-time U.S. employees, including our NEOs, are eligible to participate in our health and welfare plans, including: •medical, dental and vision benefits; •short-term and long-term disability insurance; •life insurance benefits; •critical illness insurance benefits; and •accident insurance benefits. We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our NEOs. Aircraft Usage During the 2025 fiscal year, the Company provided some travel services for company executives through a private aviation charter company controlled by Mr. Troendle (“private aviation charter”). The Company may contract directly with the private aviation charter for the use of its aircraft or indirectly through a third party aircraft management and jet charter company. The travel services provided are primarily for business purposes, with certain personal travel paid for as part of the executives’ compensation arrangements and allow our executive officers to safely and efficiently travel. Company provided aircraft allows for the safety and privacy of our executive officers and allows the executive officers to be more productive than if commercial flights were utilized, as the aircraft provides a conducive and more confidential business environment without the scheduling constraints imposed by commercial airline services.

  22. Fiscal 2025 Compensation Program in Detail

    Depending on availability, family members of executive officers are permitted to accompany the executive officers on the aircraft when it is already going to a specific destination for a business purpose. Because the aircraft is chartered based on flight hours regardless of the passenger load, the aggregate incremental cost to the Company for any additional personal use by passengers is de minimis. In addition, executive officers periodically use Company provided aircraft for multi-leg hybrid flights in which at least one leg consists of personal use. The aggregate incremental cost to the Company of such personal usage in 2025 is shown in the Summary Compensation Table below. Any personal passenger(s) on board would result in imputed income to the executive officers using the IRS Standard Industry Fare Level calculation. The Company does not provide gross-ups with respect to any income taxes incurred by the executive officers in connection with the personal use of aircraft. No Tax Gross-Ups 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, a copy of which is filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K. 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. In addition, with regard to the Company trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. 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 (as defined in the Clawback Policy), 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.

  23. 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, 2025, 2024 and 2023.

  24. 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 | | | | | | | | | | | | 2025 | $937,417 | $492,350 | — | $9,999,999 | — | — | $14,000 | $11,443,766 | | | 2024 | $866,250 | $649,800 | — | $7,069,902 | — | — | $14,064 | $8,600,016 | | | 2023 | $814,275 | $814,422 | — | — | — | — | $17,334 | $1,646,031 | | Kevin M. Brady, Chief Financial Officer and Treasurer | | | | | | | | | | | | 2025 | $459,695 | $172,450 | — | $1,000,052 | — | — | $14,000 | $1,646,197 | | | 2024 | $421,600 | $221,350 | $2,827,500 | — | — | — | $13,800 | $3,484,250 | | | 2023 | $399,500 | $279,731 | — | — | — | — | $11,250 | $690,481 | | Jesse J. Geiger, President | | | | | | | | | | | | 2025 | $641,667 | $240,700 | — | $1,500,003 | — | — | $14,000 | $2,396,370 | | | 2024 | $606,667 | $318,600 | $3,770,000 | — | — | — | $13,800 | $4,709,067 | | | 2023 | $549,250 | $384,578 | — | — | — | — | $11,250 | $945,078 | | Susan E. Burwig, Executive Vice President, Operations | | | | | | | | | | | | 2025 | $710,417 | $497,400 | — | $1,500,075 | — | — | $15,922 | $2,723,814 | | | 2024 | $671,667 | $352,700 | $3,770,000 | — | — | — | $39,702 | $4,834,069 | | | 2023 | $598,100 | $418,880 | — | — | — | — | $107,319 | $1,124,299 | | Stephen P. Ewald, General Counsel and Corporate Secretary | | | | | | | | | | | | 2025 | $591,507 | $414,150 | — | $1,000,052 | — | — | $14,000 | $2,019,709 | | | 2024 | $564,200 | $296,250 | $2,827,500 | — | — | — | $11,500 | $3,699,450 | | | 2023 | $531,325 | $372,068 | — | — | — | — | $11,250 | $914,643 |

  25. 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 2025 in our Annual Report on Form 10-K for 2025 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 2025 for Mr. Troendle, 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 amount shown in this column in 2025 for Ms. Burwig consists of fully vested 401(k) matching contributions of $14,000 paid to her account by the Company and incremental costs of $1,922, attributable to personal usage of Company provided aircraft paid for by the Company on her 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.

  26. 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, 2025.

  27. 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 | 3/6/2025 | — | — | — | — | — | — | — | 73,443 | $325.73 | $9,999,999 | | Kevin M. Brady | 3/6/2025 | — | — | — | — | — | — | — | 6,591 | $325.73 | $1,000,052 | | Jesse J. Geiger | 3/6/2025 | — | — | — | — | — | — | — | 9,886 | $325.73 | $1,500,003 | | Susan E. Burwig | 3/6/2025 | — | — | — | — | — | — | — | 11,017 | $325.73 | $1,500,075 | | Stephen P. Ewald | 3/6/2025 | — | — | — | — | — | — | — | 6,591 | $325.73 | $1,000,052 |

  28. Grants of Plan-Based Awards

    (1)On March 6, 2025, Mr. Troendle, Mr. Brady, Mr. Geiger, Ms. Burwig and Mr. Ewald were granted stock options. The stock options granted to Mr. Troendle and Ms. Burwig vested immediately upon issuance and have an expiration date of March 6, 2034. The stock options granted to Mr. Brady, Mr. Geiger and Mr. Ewald have a vest date of March 6, 2030 and have an expiration date of March 6, 2032.

  29. 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, 2025. As of December 31, 2025, the fair market value of a share of our common stock was $561.65.

  30. 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 | 57,570 | — | — | $166.73 | 4/27/2029 | — | — | — | — | | | 93,174 | — | — | $138.87 | 8/15/2029 | — | — | — | — | | | — | — | — | — | — | 1,000 (1) | $561,650 | — | — | | | 50,000 | — | — | $377.00 | 8/5/2031 | — | — | — | — | | | 73,443 | — | — | $325.73 | 3/6/2034 | — | — | — | — | | Kevin M. Brady | — | 13,803 (2) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (1) | $561,650 | — | — | | | — | — | — | — | — | 7,500 (3) | $4,212,375 | — | — | | | — | 6,591 (4) | — | $325.73 | 3/6/2032 | — | — | — | — | | Jesse J. Geiger | — | 31,707 (2) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (1) | $561,650 | — | — | | | — | — | — | — | — | 10,000 (3) | $5,616,500 | — | — | | | — | 9,886 (4) | — | $325.73 | 3/6/2032 | — | — | — | — | | Susan E. Burwig | 10,984 | — | — | $107.93 | 2/28/2026 | — | — | — | — | | | 23,028 | — | — | $166.73 | 10/27/2026 | — | — | — | — | | | 34,060 | — | — | $138.87 | 8/15/2029 | — | — | — | — | | | — | — | — | — | — | 1,000 (1) | $561,650 | — | — | | | — | — | — | — | — | 10,000 (3) | $5,616,500 | — | — | | | 11,017 | — | — | $325.73 | 3/6/2034 | — | — | — | — | | Stephen P. Ewald | — | 23,349 (2) | — | $138.87 | 8/15/2027 | — | — | — | — | | | — | — | — | — | — | 1,000 (1) | $561,650 | — | — | | | — | — | — | — | — | 7,500 (3) | $4,212,375 | — | — | | | — | 6,591 (4) | — | $325.73 | 3/6/2032 | — | — | — | — |

  31. Outstanding Equity Awards at Fiscal Year-End

    (1)These restricted stock units fully vest on February 17, 2027. (2)These awards fully vested on February 15, 2026. (3)These restricted stock units fully vest on August 5, 2029. (4)These awards fully vest on March 6, 2030.

  32. 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, 2025:

  33. 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 | 356,446 | $91,646,321 | — | — | | Kevin M. Brady | 15,000 | $6,026,332 | — | — | | Jesse J. Geiger | 64,829 | $24,452,149 | — | — | | Susan E. Burwig | 40,000 | $16,557,800 | — | — | | Stephen P. Ewald | 18,230 | $7,896,649 | — | — |

  34. 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.

  35. 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, 2025.

  36. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any deferred compensation plans for our NEOs for the fiscal year ended December 31, 2025.

  37. 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 Amended 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 Amended 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 Amended 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, 2025 and assuming that the maximum amount of unvested shares will vest. For this purpose, we have assumed a value of $561.65 per share of our common stock, which was the closing price of the Company’s common stock on December 31, 2025.

  38. Potential Payments Upon Termination or Change in Control

    | Name | Value of Equity Upon Acceleration or Change in Control ($) | | August J. Troendle | $561,650 | | Kevin M. Brady | $12,164,606 | | Jesse J. Geiger | $21,915,541 | | Susan E. Burwig | $6,178,150 | | Stephen P. Ewald | $16,200,464 |

  39. 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 2025 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $11,443,766 as reported in the Summary Compensation Table of this Proxy Statement. For 2025 we identified a new median employee. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee (excluding our CEO) was $85,994. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2025 is 133 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 6,277 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, 2025. For full-time and part-time employees that were hired in 2025 but did not work the full year, we utilized their compensation as of December 31, 2025, 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, 2025, 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, 2025 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.

  40. 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 five 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.

  41. 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) | | 2025 | $11,443,766 | $11,673,186 | $2,196,523 | $13,681,827 | $403.48 | $99.39 | $451,123 | $557,721 | | 2024 | $8,600,016 | $17,710,016 | $4,181,709 | $5,345,235 | $238.67 | $81.07 | $404,386 | $480,177 | | 2023 | $1,646,031 | $9,259,322 | $918,625 | $4,765,822 | $220.21 | $81.77 | $282,810 | $362,498 | | 2022 | $1,885,034 | $12,885,590 | $1,042,447 | $3,352,260 | $152.59 | $76.75 | $245,368 | $308,106 | | 2021 | $5,947,423 | $7,745,980 | $1,972,002 | $3,951,123 | $156.35 | $96.45 | $181,848 | $223,076 |

  42. Pay versus Performance

    (1)For 2021 through 2025, our PEO was August J. Troendle. For 2021 through 2025, our Other NEOs were Kevin M. Brady, 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":

  43. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total for PEO ($) | $11,443,766 | $8,600,016 | $1,646,031 | $1,885,034 | $5,947,423 | | Less grant date value of equity awards for PEO ($) (a) | $(9,999,999) | $(7,069,902) | $— | $(206,460) | $(4,409,925) | | Increase/decrease for the Inclusion of Rule 402(v) Equity Values for PEO ($) (b) | $10,229,419 | $16,179,902 | $7,613,291 | $11,207,016 | $6,208,482 | | Compensation Actually Paid to PEO ($) | $11,673,186 | $17,710,016 | $9,259,322 | $12,885,590 | $7,745,980 |

  44. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total for Other NEOs ($) | $2,196,523 | $4,181,709 | $918,625 | $1,042,447 | $1,972,002 | | Less grant date value of equity awards for Other NEOs ($) (a) | $(1,250,046) | $(3,298,750) | $— | $(206,460) | $(1,217,789) | | Increase/decrease for the Inclusion of Rule 402(v) Equity Values for Other NEOs ($) (b) | $12,735,350 | $4,462,276 | $3,847,197 | $2,516,273 | $3,196,910 | | Compensation Actually Paid to Other NEOs ($) | $13,681,827 | $5,345,235 | $4,765,822 | $3,352,260 | $3,951,123 |

  45. 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:

  46. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year for PEO ($) | $— | $— | $306,530 | $10,795,139 | $5,193,390 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($) | $229,420 | $25,700 | $8,272,210 | $411,877 | $1,015,092 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO ($) | $9,999,999 | $7,069,902 | $— | $— | $— | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for PEO ($) | $— | $9,084,300 | $(965,449) | $— | $— | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for PEO ($) | $— | $— | $— | $— | $— | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for PEO ($) | $— | $— | $— | $— | $— | | Total Equity Award Adjustments for PEO ($) | $10,229,419 | $16,179,902 | $7,613,291 | $11,207,016 | $6,208,482 |

  47. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year for Other NEOs ($) | $2,014,067 | $2,907,013 | $306,530 | $2,981,049 | $1,517,468 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Other NEOs ($) | $6,048,707 | $416,629 | $3,540,667 | $117,240 | $1,405,730 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for Other NEOs ($) | $375,019 | $— | $— | $— | $— | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for Other NEOs ($) | $4,297,557 | $1,138,634 | $— | $(582,016) | $273,712 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for Other NEOs ($) | $— | $— | $— | $— | $— | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for Other NEOs ($) | $— | $— | $— | $— | $— | | Total Equity Award Adjustments for Other NEOs ($) | $12,735,350 | $4,462,276 | $3,847,197 | $2,516,273 | $3,196,910 |

  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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025, 2024, 2023, 2022 or 2021. 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 2025 to the Company's performance:

  49. Pay versus Performance

    | Most Important Performance Measures | | EBITDA (as defined in Appendix A) | | 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 2021, 2022 and 2023 has been in the 90th percentile of each year's 52-week high. On December 31, 2024 our stock price was 72% of the year's 52-week high, and on December 31, 2025 our stock price was 90% of the year's 52-week high. 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. In 2024, our stock price fluctuated from a low of $277.72 per share to a high of $459.77. The closing share price of $332.23 on December 31, 2024 represents 72.3% of our 52-week high for 2024. In 2025, our stock price fluctuated from a low of $250.05 per share to a high of $626.26. The closing share price of $561.65 on December 31, 2025 represents 89.7% of our 52-week high for 2025.

  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, 2025, 2024, 2023, 2022, and 2021.

  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, 2025, 2024, 2023, 2022, and 2021.

  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, 2025, 2024, 2023, 2022, and 2021.

  54. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table sets forth summary compensation information for our directors for the fiscal year ended December 31, 2025:

  55. 2025 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 | $— | $84,817 | $149,940 | $234,757 | | Fred B. Davenport, Jr. | $115,000 | $— | $149,940 | $264,940 | | Femida H. Gwadry-Sridhar | $60,000 | $— | $149,940 | $209,940 | | Robert O. Kraft | $— | $77,323 | $149,940 | $227,263 | | Cornelius P. McCarthy III | $— | $67,445 | $149,940 | $217,385 | | August J. Troendle (5) | $— | $— | $— | $— | | Dani S. Zander | $60,000 | $— | $149,940 | $209,940 |

  56. 2025 DIRECTOR COMPENSATION TABLE

    (1)Pursuant to the Non-Employee Director Compensation Policy, for the fiscal year ended December 31, 2025, Mr. Carley, Mr. Kraft and Mr. McCarthy elected to receive all annual retainers in the form of shares of restricted stock units ("RSUs"). On November 29, 2024, Mr. Carley was granted 249 RSUs, Mr. Kraft was granted 227 RSUs, and Mr. McCarthy was granted 198 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 2025 in our Annual Report on Form 10-K for 2025 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 2025 Annual Meeting, on May 16, 2025, pursuant to the Non-Employee Director Compensation Policy, Mr. Carley, Mr. Davenport, Dr. Gwadry-Sridhar, Mr. Kraft, Mr. McCarthy and Dr. Zander were each granted stock options under the Amended 2016 Incentive Plan. The terms of the stock options provide for (i) an exercise price equal to $305.66 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)Mr. Troendle receives no cash or equity compensation for his service as a member of the board of directors. The following table shows the aggregate number of option awards outstanding on December 31, 2025 for each of our directors.

  57. 2025 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 | 5/17/2019 | 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 | — | | | 5/17/2024 | 953 | 953 | — | | | 5/16/2025 | 1,224 | — | 1,224 | | Fred B. Davenport, Jr. | 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 | — | | | 5/17/2024 | 953 | 953 | — | | | 5/16/2025 | 1,224 | — | 1,224 | | Femida H. Gwadry-Sridhar | 1/16/2023 | 573 | 573 | — | | | 5/19/2023 | 1,769 | 1,769 | — | | | 5/17/2024 | 953 | 953 | — | | | 5/16/2025 | 1,224 | — | 1,224 | | Robert O. Kraft | 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 | — | | | 5/17/2024 | 953 | 953 | — | | | 5/16/2025 | 1,224 | — | 1,224 | | Cornelius P. McCarthy III | 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 | — | | | 5/17/2024 | 953 | 953 | — | | | 5/16/2025 | 1,224 | — | 1,224 | | August J. Troendle | 4/27/2021 | 57,570 | 57,570 | — | | | 2/15/2022 | 93,174 | 93,174 | — | | | 8/5/2024 | 50,000 | 50,000 | — | | | 3/6/2025 | 73,443 | 73,443 | — | | Dani S. Zander | 7/1/2024 | 824 | 824 | — | | | 5/16/2025 | 1,224 | — | 1,224 |