Medpace Board of Directors Responsibility
The business of Medpace, Inc. (the “Company” or “Medpace") is conducted by its officers, management
team and employees under the direction of the Chief Executive Officer and the oversight of the board
of directors (the “Board”) to enhance shareholder value while operating with high ethical and professional
standards. The Board is elected by the shareholders to assist the Company in achieving its business objectives
through oversight, review and counsel, and to ensure that the interests of the shareholders are being served.
The Board has adopted these guidelines to set out the general principles of governance under which it expects
to operate and discharge its responsibilities.
In addition to its general oversight of the Company’s management, the Board performs a number of other
specific responsibilities, including:
- Reviewing and approving strategies, financial and corporate plans and objectives that are fundamental
to the Company;
- Selecting, evaluating and compensating the CEO and overseeing CEO succession planning;
- Providing guidance and oversight on the selection, evaluation, development, succession planning and
compensation of senior management;
- Reviewing and approving material corporate transactions and commitments not entered into in the ordinary course;
- Reviewing and assessing the performance of the Company and its management;
- Establishing and monitoring compliance with the code of conduct applicable to all directors and employees
of the Company; and
- Overseeing processes designed to ensure the Company’s compliance with applicable laws and regulations and
its own ethical standards, as well as accuracy and completeness of its financial statements and other public
Selection and Composition of the Board
1) Director Selection
Directors are elected each year by Company’s shareholders at the annual meeting of shareholders.
The independent members of the Board propose director nominees to the shareholders, after considering
the recommendations of the Corporate Governance Committee. In assessing potential new directors for
recommendation to the independent directors of the Board, the committee should consider individuals from
various disciplines and diverse backgrounds. Shareholders of record may also submit nominations following
the process set out in the Company’s Code of Regulations. These nominees will receive the same consideration
that other nominees receive.
Vacancies in new or existing director positions may be filled by the Board in accordance with the Company’s
Code of Regulations. Directors appointed by the Board to fill a vacancy will serve until the next annual election
The Board believes that a board ranging in size from 7 to 10 directors is appropriate.
The Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis,
the appropriate skills and characteristics required of Board members in the context of the current composition
of the Board. Various criteria are considered, including relevant business skills and experience, prominence
and reputation in a profession, and personal integrity and judgment, all in the context of an assessment of the
perceived needs of the board at the given time. The selection of qualified directors is complex and crucial to
Medpace’s long-term success.
3) Length of Board Service
The Board does not believe it is in the best interests of the Company or its shareholders to limit the number
of terms that a director may serve. Directors who have served on the Board for an extended period of time have
most likely developed valuable insight into the Company’s business and operations. Directors are expected to
regularly attend Board and Board Committee meetings in person and contribute constructively to the organization.
4) Director Independence
The Board believes that as a matter of policy, at least a majority of the directors should be independent
as determined by the Nasdaq rules. Each independent director shall notify the Chairman of the Corporate Governance
Committee as soon as practicable of any event, situation, or condition that may affect his or her independence.
Independence is evaluated annually by the Corporate Governance Committee.
5) Outside Board Memberships
Directors should limit the number of other boards (excluding non-profits) on which they serve to no more than
three, taking into account potential board attendance, participation, and effectiveness on these boards. Directors
should also advise the Chairman of the Board and the Chairman of the Corporate Governance Committee in advance of
accepting an invitation to serve on another board.
6) Material Change in Circumstances
If a director’s principal occupation or business association changes substantially from the position he or she
held when originally invited to join the Board, the director should promptly notify the Corporate Governance
Committee of this change.
1) Chairman of the Board and Chief Executive Officer
The Board should be free to make the choices for these positions any way that seems best for Medpace at a
given time. While the combining of these positions has historically served the Company well, the Board does not
have a policy on whether the role of the Chairman of the Board and Chief Executive Officer should be separate or
combined, and if it is to be separate, whether the Chairman of the Board should be selected from the non-employee
directors or be an employee.
2) Independent Directors
The Corporate Governance Committee shall designate an independent director as the Lead Independent Director,
to act as the presiding director for the executive sessions of the independent directors and to communicate the
annual evaluation of the of the Chief Executive Officer prepared by the Compensation Committee.
It is expected that the Board will have regular meetings, preferably quarterly, and each director is expected
to attend the regular meetings in person. Special meetings may be held in accordance with the Medpace Code of
Regulations. Action may be taken by unanimous written consent without a meeting as permitted by law.
The Board welcomes the regular attendance at portions of each Board meeting of non-Board members who are in
the most senior management positions of Medpace. Should the Chairman of the Board and Chief Executive Officer
want to add others as attendees on a regular basis, it is expected that this suggestion would be made to the
Board for its concurrence.
2) Executive Sessions of Independent Directors and the Role of the Lead Independent Director
The independent directors of the Board will meet in executive session in connection with each regular meeting
of the Board. The Lead Independent Director will develop the agendas for those executive sessions. At these
sessions the independent directors will address topics such as CEO succession, performance, and compensation;
strategic issues for Board consideration and the flow of information to directors. The Lead Independent Director
is responsible for advising the Chairman of the Board and Chief Executive Officer of decisions reached, and
3) Director Orientation and Continuing Education
New directors will participate in a comprehensive orientation process to become familiar with the Company
and the matters for which the Board is responsible. The Board also recognizes the importance of continuing
education for its directors and is committed to providing such education, under the direction of the Corporate
4) Assessing the Board’s Performance
The Board will conduct a self-evaluation on an annual basis to determine if the Board is functioning effectively
and identify characteristics and skills desirable in prospective Board candidates. The Corporate Governance
Committee will oversee the process and report to the Board an assessment of the Board’s performance.
5) Director Compensation
Only non-employee directors and directors who are not under contract with Medpace to provide management services
are paid for serving on the Board. The Corporate Governance Committee should review annually the compensation of
non-executive board members in relation to compensation paid to directors at comparable corporations, and make
recommendations to the full Board. Board members compensation should align the directors’ interests with the
interests of the Company’s shareholders. Equity grants and stock options to directors are subject to approval
by the Compensation Committee. Directors are reimbursed for travel and other approved expenses incurred in
connection with their duties as directors.
6) Loans to Directors
It is the policy of Medpace not to make any personal loans to its directors.
7) Stock Ownership By Non-employee Directors
Non-employee directors are encouraged to own stock or stock options and to not sell any Medpace stock during
their term of service on the Board.
8) Access to Outside Advisors
The Board, as well as each Committee, have the authority to retain independent outside financial, legal,
compensation, or other advisors as appropriate at the expense of Medpace.
9) Ethics and Conflicts of Interest
The Board expects all directors to act ethically at all times and to adhere to Medpace’s Code of Ethics.
If an actual or potential conflict of interest arises for a board member related to any issue that comes before
the board or a related party transaction involves a Board member, the director shall promptly inform the Chairman
of the Board and the Lead Independent Director, and recuse him or herself from any decision related to the area
10) Board’s Interaction with Advisors, Institutional Investors, Press, and Customers
The Board believes that generally, the management of Medpace speaks for Medpace. Individual Board members may
meet or otherwise communicate with various constituencies that are involved with Medpace, but must inform the
Chairman of the Board and the Lead Independent Director of such events in advance. Directors shall not make or
release any public statement about Medpace without the prior approval of the Chairman of the Board and Lead
Independent Director. If comments from the Board are appropriate, they should in most circumstances come from the
Chairman of the Board.
11) Board Access to Senior Management
Board members have complete access to Medpace’s senior management personnel in order to ensure that directors
can ask questions and glean information necessary to fulfill their duties. It is assumed that Board members will
use judgment to ensure that this contact is not distracting to the business operation of Medpace and that such
contact, if in writing, will be copied to the Chairman of the Board and Chief Executive Officer, as appropriate.
1) Committee Number, Independence and Function
To the extent permitted by law, the Board may fulfill any of its responsibilities through the delegation of
such responsibilities to a committee of the Board. The board has three committees--Audit, Corporate Governance
and Compensation. All members of the Audit and Compensation Committees will be independent directors and meet
NASDAQ standards for Audit Committee membership. The board may change this committee structure as is determines
best to serve the interests of the shareholders and enable smooth functioning of the board. The Chairman of the
Corporate Governance Committee will be an independent director and the Corporate Governance Committee will be
comprised of a majority of independent directors.
Each Committee has a charter, reviewed by the committee annually, setting forth the purpose, authority, and
duties of each Committee. Committees will meet as scheduled by the committee chair, usually in connection with
board meetings. The Audit Committee will meet at least four times per year. Committees may occasionally conduct
executive sessions of the independent directors without Management as appropriate.
2) Committee Performance Evaluation
The Board will annually evaluate the performance of each of its committees under the auspices of the Corporate
Governance Committee. Each committee will annually review compliance with its Committee charter. The purpose of
such review is to increase the effectiveness of the Committee.
3) Assignment of Committee Members
The Corporate Governance Committee makes annual recommendations to the board for committee assignments after
consultation with the Chairman and other board members. Consideration should be given to rotating committee
members periodically, but rotation is not mandatory.