Cornelius McCarthy III
Medpace HoldingsAbout Cornelius P. McCarthy III
Independent director of Medpace Holdings, Inc. since August 13, 2018; age 65. Managing Director and CEO of Fairmount Partners since 2003, with prior roles as VP/Managing Director and Head of US Investment Banking at PMG/Investec (1997–2003) and earlier legal/investment banking positions. Education: University of Virginia (Echols Scholar) and J.D. from Villanova Law School. Independence affirmed by the Board under NASDAQ rules. Attendance in 2024: 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Partners | Managing Director & CEO | 2003–present | Focus on healthcare/pharma outsourced services; investment and financial expertise brought to board deliberations. |
| PMG/Investec | VP, Managing Director & Head of US Investment Banking | 1997–2003 | Led investment banking; relevant to compensation and governance oversight. |
| Medpace predecessor entities | Director | 2006–2013 | Historical familiarity with the company’s business model and industry dynamics. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlantic Research Services, LLC | Director | Current | Board service; no Medpace-related transactions disclosed. |
| NMS Laboratories, Inc. | Director | Current | Board service; no Medpace-related transactions disclosed. |
Board Governance
- Classification: Class II director; current term expires at the 2027 Annual Meeting, with company transitioning to annual elections by 2027 per 2024 shareholder-approved declassification.
- Independence: All directors except the CEO are independent under NASDAQ rules; McCarthy is independent.
- Committees: Compensation Committee member; Nominating & Governance Committee member; not on Audit Committee. Chairs—Audit: Brian T. Carley; Compensation: Fred B. Davenport Jr.; Lead Director: Fred B. Davenport Jr.
- Attendance: Board met 4 times in 2024; all directors attended 100% of Board and their committee meetings; non-employee directors attended executive sessions.
- Board processes: Periodic Board evaluation conducted in 2021 and 2024; risk oversight includes regular updates on cybersecurity at least twice per year.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $60,000 | Policy for non-employee directors; paid quarterly; McCarthy elected RSUs in lieu of cash in 2024. |
| Compensation Committee member retainer | $7,500 | Members receive $7,500; chair receives $20,000 (chair is Davenport). |
| Audit Committee membership | $0 | McCarthy is not an Audit Committee member; Audit member retainer would be $10,000; chair $25,000. |
| Nominating & Governance Committee | $0 | No additional compensation for this committee. |
| Lead Independent Director premium | $0 | Applies to Lead Director only ($25,000). |
| 2024 Fees taken in RSUs | $67,409 | McCarthy elected all annual retainers in RSUs; grant 249 RSUs on Nov 30, 2023; vests approx. ¼ per quarter during 2024. |
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise/Grant Price | Vesting | Expiration | Fair Value |
|---|---|---|---|---|---|---|
| Stock Options | May 17, 2024 | 953 | $393.30/share | Vests on earlier of day before next annual meeting or first anniversary of grant | 7 years from grant | $149,916 |
| RSUs (retainers) | Nov 30, 2023 | 249 | Closing price on grant date | ~¼ per quarter through 2024; retainer RSUs vest as compensation in arrears | N/A | Included in “Fees earned in RSUs” above |
- Director equity is time-based; no performance (TSR/EBITDA) conditions apply to director awards. Plan features: no option repricing without shareholder approval; director annual cap $400,000.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy for McCarthy. |
| Private company boards | Atlantic Research Services, LLC; NMS Laboratories, Inc. |
| Interlocks/conflicts | Compensation Committee interlocks: none; no Medpace executives served on other entities’ comp committees involving current Medpace comp committee members in 2024. |
Expertise & Qualifications
- Core expertise: Investment banking leadership; healthcare/pharma outsourced services domain knowledge; legal training.
- Board qualifications: Significant investment and financial experience; CRO industry experience; prior board service.
- Education: University of Virginia (Echols Scholar); Villanova Law School, J.D.
Equity Ownership
| Holder | Shares (Direct) | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Cornelius P. McCarthy III | 5,287 | 16,777 | 50 | 22,114 | <1% |
- Stock ownership guidelines: Directors required to hold equity equal to 1x base cash compensation; must retain 60% of vested RSUs/options spread until guideline met; no hedging of Medpace securities allowed under Insider Trading Compliance Policy.
Insider Trades
| Item | Status/Detail |
|---|---|
| Section 16(a) filings for 2024 | Company reports full compliance; no delinquent filings for directors/officers. |
Governance Assessment
- Strengths: Independent director with deep financial and CRO-sector experience; 100% attendance; member of key governance committees (Compensation; Nominating & Governance); director pay within plan cap and partially taken as RSUs, supporting alignment. Board declassification underway; robust clawback policy (effective Dec 1, 2023); prohibition on hedging; no option repricing.
- Potential red flags to monitor: Company-level related-party transactions (leases, travel services, LIB/CinRx revenues) concentrated with the CEO’s entities—requires continued independent oversight by Audit and Compensation Committees; no explicit disclosure of director pledging restrictions beyond hedging prohibition. Say-on-pay support in 2024 was strong at >91% (indicator of investor confidence in pay practices).