August Troendle
Medpace HoldingsAbout August Troendle
August J. Troendle, M.D., 68, is Medpace’s founder, Chief Executive Officer, and Chairman, serving as director since 1992 and President through July 31, 2021 . He holds an M.D. (University of Maryland School of Medicine) and an MBA (Boston University); prior roles include Medical Review Officer at FDA’s Division of Metabolic and Endocrine Drug Products and clinical development manager at Sandoz/Novartis . Performance context: 2024 revenue grew 11.8% to $2,109.1M, EBITDA rose 32.5% to $480.2M, and GAAP net income increased 43.0% to $404.4M; management notes “exceptional TSR” since the 2016 IPO (IPO $23; first trade $28.15; MEDP closed at $319.63 on Mar 20, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| Medpace Holdings, Inc. | Founder; CEO & Chairman; President (through 7/31/2021) | 1992–Present | Built a leading CRO; ongoing leadership and governance as CEO/Chair . |
| Sandoz (Novartis) | Manager, Clinical Development (lipid-altering agents) | 1987–1992 | Responsible for clinical development programs in dyslipidemia . |
| U.S. FDA | Medical Review Officer, Division of Metabolic & Endocrine Drug Products | 1986–1987 | Regulatory medical review in key metabolic/endocrine indications . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coherus BioSciences, Inc. | Director | 2012–Feb 2018 | Public biotech board service . |
| Xenon Pharmaceuticals Inc. | Director | 2007–2008 | Public biotech board service . |
| LIB Therapeutics, Inc. | Director | 2015–Present | Also a related-party customer to Medpace (see below) . |
| CinCor Pharma, Inc. | Director | Mar 2018–Nov 2021 | Public biotech (acquired) . |
| CinRx Pharma, LLC | Director | 2015–Present | Related-party customer to Medpace (see below) . |
Fixed Compensation
| Item | 2023 | 2024 | 2025 (Effective 3/1/2025) |
|---|---|---|---|
| Base Salary Rate ($) | $814,275 | $874,500 (rate at 12/31/24) | $950,000 |
| Base Salary Paid ($) | $814,275 | $866,250 | — |
| Annual Cash Bonus ($) | $814,422 | $649,800 | — |
Notes:
- 2024 actual cash bonus equaled 75% of base salary; plan maximum for CEO was 100% of base salary .
Performance Compensation
Short-Term Incentive (STIC) – 2024 Design and Outcome
| Metric | Weight | Target Framework | Outcome | Payout Impact |
|---|---|---|---|---|
| EBITDA | 50% | Based on full-year guidance provided Feb 2024; payout scale tied to EBITDA ranges | Company exceeded guidance on EBITDA | Paid (contributed to CEO’s 75% of salary bonus) |
| Revenue | 25% | Based on full-year guidance provided Feb 2024; payout scale tied to revenue ranges | Company did not exceed revenue guidance | 0% payout on revenue portion |
| Individual/Company Objectives | 25% | NEO-specific goals; CEO determined by Compensation Committee | Not itemized; included in total | Contributed to CEO’s 75% payout |
2025 STIC retains the 50% EBITDA / 25% revenue / 25% individual mix tied to February 2025 guidance .
Long-Term Incentive – 2024 Grants and Outstanding Awards (Troendle)
| Grant/Status | Type | Quantity | Exercise/Grant Price | Vesting/Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|
| 8/5/2024 grant | Stock Options | 50,000 | $377.00 | Vested immediately; expire 8/5/2031 | $7,069,902 |
| Prior options (examples) | Stock Options | 37,417 | $54.74 | Exp. 3/1/2026; exercisable | — |
| Prior options | Stock Options | 234,259 | $56.61 | Exp. 5/2/2026; exercisable | — |
| Prior options | Stock Options | 84,770 | $107.93 | Exp. 2/28/2026; exercisable | — |
| Prior options | Stock Options | 57,570 | $166.73 | Exp. 4/27/2029; exercisable | — |
| Prior options | Stock Options | 93,174 | $138.87 | Exp. 8/15/2029; exercisable | — |
| Unvested RSUs | RSUs | 1,000 | — | Vest 2/17/2027 | — |
- 2024 Option exercises/stock vested: Troendle did not exercise options in 2024; 12,941 shares vested with $5,222,858 realized value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,018,308 shares (19.7% of outstanding as of 3/20/2025) |
| Composition | 1,011,102 shares in revocable trust; 4,733,019 via Medpace Investors, LLC (controlled by Troendle); 274,187 options exercisable within 60 days of 3/20/2025 |
| Ownership Guidelines (NEOs) | 3x base salary; retain 60% of vested RSUs/options spread until compliant |
| Hedging | Prohibited (includes zero-cost collars and forwards) |
| Pledging | Awards cannot be pledged/transferred (plan terms); share-level pledging not disclosed |
| Director Ownership Guideline | 1x base cash compensation (retain 60% until met) |
| Vested vs Unvested (CEO) | Options listed above are exercisable; 1,000 RSUs unvested vesting 2/17/2027 |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Employment agreement (amended/restated 7/25/2016) with successive one-year terms; nominates him to Board during term |
| Base/Bonus | Base set by Compensation Committee; eligible for annual bonus based on objectives |
| Severance | No severance benefits beyond accrued salary/expenses/plan benefits |
| Change in Control | No stand-alone CIC agreements for NEOs; plan allows discretionary acceleration; illustrative accelerated equity value for CEO at 12/31/2024: $332,230 (reflecting unvested RSUs) |
| Clawback | Incentive Compensation Recoupment Policy effective Dec 1, 2023 (Rule 10D-1 compliant) |
| Non-compete/Non-solicit | Not disclosed in proxy |
Board Governance
- Roles: CEO and Chairman combined; Board deems combined structure appropriate given performance and strong independent oversight; Lead Independent Director: Fred B. Davenport, Jr. (since Oct 2018) .
- Independence: All directors independent except Troendle .
- Committees:
- Audit (Chair: Brian T. Carley; members Carley, Davenport, Kraft) .
- Compensation (Chair: Davenport; members Davenport, Kraft, McCarthy) .
- Nominating & Governance (members Carley, Davenport, Gwadry-Sridhar, Kraft, McCarthy, Zander) .
- Board declassification phased to complete by 2027; 2025 Class III elected for one-year term .
- Attendance: 4 meetings in 2024; all directors attended all Board and committee meetings during service .
- Cohabitation disclosure: CEO and EVP Operations cohabitate; compensation addressed separately .
Director Compensation (context)
- Non-employee directors: $60,000 annual retainer; lead independent director +$25,000; Audit Chair +$25,000; Compensation Chair +$20,000; option grant with ~$150,000 grant date fair value annually .
- CEO Director Pay: Troendle receives no additional cash/equity for Board service .
Compensation Structure Analysis
- Pay mix and market posture: Committee targets total direct compensation near 50th percentile (±20%) vs peers, with emphasis on performance; 2024 included one-time LTI “catch up” grants (e.g., CEO immediate-vest options) .
- Metric design: 2024 STIC weighted toward profitability (EBITDA 50%) with revenue at 25%; revenue shortfall zeroed that portion, but EBITDA and individual components funded the bonus (CEO at 75% of salary), signaling design resilience to top-line misses .
- Governance features: No option repricing; no tax gross-ups; hedging prohibited; clawback in place .
Compensation Peer Group and Say-on-Pay
- Peer Group: Agilent, Bio-Techne, Bruker, Catalent, Charles River, Fortrea, ICON, IQVIA, Labcorp, Quest Diagnostics, Revvity, Sotera Health .
- Say-on-Pay: 2024 approval exceeded 91% of votes cast, indicating broad shareholder support .
Related Party Transactions (Governance Red Flags)
| Counterparty | Relationship | 2024 Amount/Status |
|---|---|---|
| LIB Therapeutics | CEO serves on board/has equity; Medpace provides CRO services | $21.7M revenue; $9.5M advanced billings; $2.8M A/R & unbilled |
| CinRx Pharma | CEO serves on board/has equity; Medpace provides CRO services | $28.3M revenue; $5.2M advanced billings; $1.4M A/R & unbilled |
| The Summit Hotel | Owned by CEO; used for lodging/meetings | $0.3M expenses |
| Real estate leases | Entities owned by CEO/family | Operating lease costs: $2.7M, $5.7M, $2.5M, $2.9M across properties |
| Private aviation charter | Controlled by CEO; used primarily for business travel | $1.9M expenses; CEO personal incremental cost in SCT: $264 |
Equity Overhang and Plan Design (context)
- As of 3/20/2025: 385,755 full-value awards (1.28% of shares), 861,048 options (2.85%), total outstanding awards 1,246,803 (4.12%); remaining shares available 1,946,567 (6.44%); overhang 10.56% .
- Plan governance: No evergreen; prohibitions on repricing; director comp cap; dividends on performance awards paid only if earned .
Performance & Track Record (selected data)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | $1,885.8 | $2,109.1 |
| EBITDA ($M) | $362.5 | $480.2 |
| GAAP Net Income ($M) | $282.8 | $404.4 |
| Stock Price (selected) | — | $319.63 close on 3/20/2025 |
Risk Indicators & Red Flags
- Dual role CEO/Chair; mitigated by a Lead Independent Director and fully independent committees .
- Significant related-party transactions (leases, hotel, aviation, CRO revenues with affiliated companies) create perceived conflict risk, though governed by a Related Person Transaction Policy and Audit Committee review .
- Hedging prohibited; pledging of awards restricted; no tax gross-ups .
- No stand-alone change-in-control agreements; limited severance protection reduces “golden parachute” concerns but may increase retention risk in certain scenarios .
- Cohabitation disclosure (CEO and EVP) warrants continued oversight of compensation decisions .
Investment Implications
- Alignment: Troendle’s ~20% ownership and strict anti-hedging policy create strong stockholder alignment; stock ownership guidelines add reinforcement .
- Incentive structure: STIC’s heavier weight on EBITDA supported payout despite revenue underperformance—favoring profitability execution; 2024 immediate-vest option grant delivered substantial realizable value, signaling retention and performance leverage but adding potential liquidity (though no 2024 option exercises by CEO) .
- Governance/retention: Absence of CIC/severance enhances shareholder-friendly posture but can elevate key-person risk; lead independent director and independent committees mitigate CEO/Chair duality .
- Related-party exposure: Material RPTs (leases, affiliated biotech clients, hotel, aviation) are recurring and sizable; while policy-governed, they merit an RPT discount in governance assessment and ongoing monitoring for terms and performance .
- Shareholder sentiment: Strong say-on-pay (>91%) and sustained financial performance support confidence; continued benchmarking to peer median suggests upward compensation drift with outperformance .