Brian Carley
Medpace HoldingsAbout Brian T. Carley
Brian T. Carley, age 71, is an independent Class I director of Medpace Holdings, Inc. since July 1, 2016; he chairs the Audit Committee and is designated the Board’s “audit committee financial expert.” He is a retired Certified Public Accountant with a Bachelor of Science in Accountancy from the University of Illinois, and previously served as an audit partner and office/regional audit leader at Deloitte & Touche LLP and Arthur Andersen LLP, as well as Senior Vice President and CFO of Clubessential Holdings (2016–2023) and President/CEO of the Cincinnati USA Regional Chamber (2014–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clubessential Holdings, LLC | Senior Vice President & Chief Financial Officer; later full-time consultant | 2016–2023; consultant post-2023 | Financial leadership at SaaS holding company |
| Cincinnati USA Regional Chamber | President & Chief Executive Officer | 2014–2015 | Led regional business organization |
| Deloitte & Touche LLP | Audit Partner; Regional/Office Audit Division Head | 2002–2014 | Oversaw audit practice; Big Four experience |
| Arthur Andersen LLP | Audit Partner; Office Managing Partner | 1976–2002 | Led office; audit partner responsibilities |
| Assurex Health, Inc. | Director | 2015–Aug 2016 (until sale) | Board oversight at precision medicine company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriHealth, Inc. | Director | Current | Healthcare system board |
| Cincinnati Works | Director | Current | Civic/charitable organization board |
| Clubessential Holdings operating companies | Director | Past | Private company subsidiaries |
Board Governance
- Committee assignments: Audit Committee (Chair), Nominating & Governance Committee (member). Compensation Committee: not a member .
- Audit leadership: Audit Committee met 4 times in 2024; all members attended 100%. Carley is designated the “audit committee financial expert” .
- Independence: All directors except the CEO are Nasdaq “independent,” including Carley .
- Attendance: Board met 4 times in 2024; all directors (and all committee members) attended 100% of their meetings during their service period. Six of seven directors attended the 2024 Annual Meeting .
- Board structure: Carley is a Class I director; Board declassification is phasing in through the 2027 annual meeting .
- Lead Independent Director: Fred B. Davenport, Jr. serves as Lead Director .
Fixed Compensation
Director compensation policy (effective 2024):
- Annual Board retainer: $60,000 (cash or RSUs at director election). Lead Director: additional $25,000 .
- Committee retainers: Audit Committee Chair $25,000; Audit Committee member $10,000; Compensation Committee Chair $20,000; Compensation Committee member $7,500; Nominating & Governance Committee: no fees .
Carley’s 2024 actual director compensation:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned via RSUs | $84,735 | Elected to receive all retainers in RSUs; 313 RSUs granted 11/30/2023, vest quarterly through 2024 . Total 2024 retainer value received in RSUs . |
| Option awards (grant-date fair value) | $149,916 | Annual director option grant on 5/17/2024 (953 options) |
| Cash fees | $0 | All retainers taken in RSUs |
| Total | $234,651 | Sum of RSUs and option award |
Ownership guidelines and alignment:
- Director stock ownership guideline: 1x base cash compensation; 60% of vested shares/option spread retained until in compliance .
Performance Compensation
Director equity grants are service-based (no disclosed performance metrics for directors):
| Award | Grant Date | Quantity/Terms | Vesting | Expiration | Exercise Price |
|---|---|---|---|---|---|
| Annual Director Stock Options | 5/17/2024 | 953 options | Vest on earlier of day before next annual meeting or 1st anniversary | 7 years | $393.30/share |
| RSUs for Retainers | 11/30/2023 | 313 RSUs (election for 2024 retainers) | ~1/4 vests at end of each quarter in arrears | — | N/A |
Plan-level policies:
- No repricing of options/SARs without shareholder approval; options/SARs must be at or above FMV; clawback applies to awards; dividends on performance RSUs deferred until vest; hedging of Medpace securities prohibited by Insider Trading Compliance Policy .
Other Directorships & Interlocks
- Auditor: Deloitte & Touche LLP (independent registered public accounting firm since 2002). Carley previously worked at Deloitte (2002–2014), but the Audit Committee affirmed Deloitte’s independence and that neither the firm nor its members have direct or indirect financial interests with Medpace; fees in 2024: $1,354,600 total ($1,323,900 audit; $28,700 tax; $2,000 other) .
- Potential perception: Former Deloitte partner serving as Audit Chair while Deloitte is auditor; independence standards (no employment within last 3 years) and committee oversight mitigate conflict per Nasdaq and Audit Committee report .
Expertise & Qualifications
- Retired CPA; extensive audit leadership (Deloitte, Arthur Andersen) and public company executive experience (Omnicare/CVS, Hillman, noted in director peer bios across board) supporting financial oversight. Carley specifically: retired CPA; audit leader; CFO experience; director experience across private and civic boards .
- Audit Committee “financial expert” designation by the Board .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Percent of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Brian T. Carley | 42,872 | Less than 1% | Includes 26,032 common shares; 16,777 options exercisable or vesting within 60 days; 63 RSUs vesting within 60 days; excludes 186 unvested RSUs . |
Outstanding director options (as of 12/31/2024):
| Grant Date | Total Options | Exercisable | Unexercisable |
|---|---|---|---|
| 5/18/2018 | 8,127 | 8,127 | — |
| 5/17/2019 | 6,472 | 6,472 | — |
| 5/15/2020 | 3,858 | 3,858 | — |
| 5/14/2021 | 1,822 | 1,822 | — |
| 5/20/2022 | 1,903 | 1,903 | — |
| 5/19/2023 | 1,769 | 1,769 | — |
| 5/17/2024 | 953 | — | 953 |
Governance Assessment
- Strengths
- Deep audit and financial expertise; designated audit committee financial expert; chairs Audit Committee overseeing auditor independence, internal controls, and pre-approval of audit/non-audit services .
- Strong engagement: 100% attendance for Board and committee meetings in 2024 .
- Alignment: Elected to take all retainers in RSUs; meaningful equity holdings and consistent annual option grants under a plan with shareholder-friendly features (no repricing, fixed pool, director compensation cap) .
- Watch items / red flags
- Significant related-party transactions with entities controlled by the CEO (real estate leases totaling multi-million operating lease costs; private aviation services; hotel spend), increasing reliance on robust Audit Committee oversight of related-person transactions; Audit Committee policy requires review/approval and arm’s-length terms .
- Former Deloitte employment while Deloitte serves as Medpace auditor may raise perceived interlock concerns; mitigated by independence determinations and lapse of employment well beyond Nasdaq’s 3-year lookback, plus formal independence communications from the auditor and audit committee oversight .
- Supermajority voting provisions retained for certain governance changes; Board recommended against a 2025 shareholder proposal to move to simple majority voting, which some investors may view as entrenching (board declassification is underway) .
Director Compensation Structure (2024 specifics)
| Metric | Value | Notes |
|---|---|---|
| Annual Board Retainer | $60,000 | Policy baseline (cash or RSUs election) |
| Audit Chair Retainer | $25,000 | Policy baseline |
| Nominating & Governance Committee Fee | $0 | No fees for membership |
| 2024 RSUs Earned (fees) | $84,735 | Carley elected RSUs; quarterly vesting |
| 2024 Option Grant | 953 options | Grant-date fair value $149,916; exercise price $393.30; 7-year term; vest by next annual meeting/1-year |
No performance-based metrics apply to director pay; equity grants are service-based and subject to clawback and anti-hedging policies .
Related Party & Risk Oversight Context
- Related person transactions are reviewed and approved by the Audit Committee under a formal policy (arm’s-length terms, material interest evaluation), with interim chair approval permissible subject to ratification; Carley, as Audit Chair, would oversee these reviews (with recusal if he were a related party) .
- 2024 transactions include: leases with entities controlled by CEO (operating lease costs $2.7M, $5.7M, $2.5M, $2.9M across multiple properties), private aviation charter ($1.9M), and hotel expenses ($0.3M) .
- Auditor independence and fees are disclosed; Audit Committee affirmed Deloitte’s independence and recommended inclusion of audited financials in the 2024 Form 10-K .
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay approval exceeded 91%; Compensation Committee engages with shareholders and maintains pay-for-performance philosophy (executive context) .
Summary Implications
- Carley’s audit depth, leadership as Audit Chair, and full attendance support board effectiveness in a governance environment that requires vigilant oversight of material related-party dealings and auditor independence. His election to take RSU retainers and existing equity stake align incentives with shareholders, while prior Deloitte tenure warrants continued transparency and rigorous independence processes given Deloitte’s audit role .