Medpace (MEDP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 16, 2025, will be held virtually, allowing shareholders to attend, vote, and submit questions online for improved access and communication.

• Shareholders of record as of March 20, 2025, are entitled to vote on key proposals, with 30,228,414 shares outstanding.

• The proxy statement and annual report are available online, and shareholders are encouraged to vote via phone, internet, or mail.

Voting matters and shareholder proposals

• Election of two Class III Directors (August J. Troendle and Dani S. Zander) for a one-year term as part of the board declassification process.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of the 2016 Amended and Restated Incentive Award Plan, extending its term and updating governance provisions.

• Advisory vote on a shareholder proposal to implement simple majority voting; board recommends voting against.

Board of directors and corporate governance

• Board consists of seven members, with a mix of industry, financial, and academic expertise; six are independent under NASDAQ rules.

• Board declassification is being phased in, with all directors to be elected annually by 2027.

• Lead independent director and committee structure in place; annual board and committee self-evaluations conducted.

• Written Code of Business Conduct and Ethics applies to all directors, officers, and employees.