Dani Zander
Medpace HoldingsAbout Dani S. Zander
Dr. Dani S. Zander (age 63) is an independent director of Medpace Holdings, Inc., appointed July 1, 2024; she serves on the Nominating and Governance Committee . She is MacKenzie Chair and Head of Pathology & Laboratory Medicine at the University of Cincinnati and Chief of Pathology for UC Health; she holds a B.A. in Chemistry from NYU and an M.D. from the University of Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Cincinnati / UC Health | MacKenzie Chair, Department of Pathology & Laboratory Medicine; Chief of Pathology & Laboratory Medicine | — | Academic/clinical leadership |
| Penn State | Chair, Department of Pathology | — | Department leadership |
| UT Health Science Center at Houston | Faculty and leadership roles | — | — |
| University of Florida College of Medicine | Faculty and leadership roles | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of Pathology Chairs (now Association for Academic Pathology) | Past President; led launch of first Pathology Leadership Academy | — | Leadership development focus |
| U.S. Department of Defense Lung Cancer Research Program | Elected Chair, Programmatic Panel | — | DOD/NIH study sections service |
| American Journal of Pathology | Associate Editor | — | Editorial leadership |
| Professional societies (4 pathology societies) | Elected President | — | Multiple presidencies |
| Books (pulmonary/molecular pathology) | Editor of five books | — | Scholarly contributions |
Board Governance
- Independence: Medpace states all directors other than the CEO (August J. Troendle) are independent under Nasdaq rules; this includes Dr. Zander .
- Committee service: Member, Nominating and Governance Committee (effective July 1, 2024) .
- Attendance: In 2024 there were four Board meetings; all directors attended all Board and assigned committee meetings during their service periods; non-employee directors attended all executive sessions .
- Election results (2025 Annual Meeting): Zander received 25,858,694 “For,” 426,687 “Withheld,” and 1,533,208 broker non-votes (elected to serve until 2026 as part of declassification phase-in) .
| Governance Item | Detail |
|---|---|
| Board declassification | Board began declassification with 2025 elections; by 2027 all directors elected annually . |
| Lead Independent Director | Fred B. Davenport, Jr. serves as Lead Director . |
| Committee composition snapshot (Dec 31, 2024) | Audit: Carley (Chair), Davenport, Kraft; Compensation: Davenport (Chair), Kraft, McCarthy; Nominating & Governance: Carley, Davenport, Gwadry‑Sridhar, Kraft, McCarthy, Zander . |
Fixed Compensation (Non-Employee Director)
| Fiscal Year | Cash Retainer | Committee Fees | Equity (Annual) | Total |
|---|---|---|---|---|
| 2024 (Zander actual) | $30,000 | $0 (Nominating & Governance carries no fee) | Stock options (grant-date fair value $131,497) | $161,497 |
Non-Employee Director Compensation Policy (reference amounts):
- Board annual retainer: $60,000; Lead Independent Director additional $25,000; Audit Committee Chair $25,000/Member $10,000; Compensation Committee Chair $20,000/Member $7,500; no fees for Nominating & Governance Committee .
- Annual director equity: option with ~$150,000 grant-date fair value at annual meeting; 7-year term; vests at earlier of day before next annual meeting or first anniversary .
Performance Compensation (Director Equity Detail)
| Grant Date | Instrument | Shares/Units | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Jul 1, 2024 | Non-employee director stock option | 824 | Equal to closing price on grant date | Earlier of day immediately preceding first annual meeting after grant or first anniversary | 7 years | $131,497 |
Notes:
- Zander participates in the standard non-employee director program; no performance metrics are attached to director equity (service-based vesting) .
Other Directorships & Interlocks
| Company (Public) | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public company boards disclosed in biography . |
Expertise & Qualifications
- Clinical and scientific: Practicing lung pathologist/cytopathologist; research focus on lung cancer and transplantation; extensive publications and editorships .
- Governance/leadership: Multiple society presidencies; built leadership training programs; editorial and federal panel leadership; aligns with Medpace’s clinical research oversight needs .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (SEC Form 3) | “No securities are beneficially owned” as of event date 07/01/2024 . |
| Derivative holdings at FY-end | Options to purchase 824 shares; unexercisable as of 12/31/2024 . |
| Ownership guidelines | Directors must hold stock equal to 1x base cash compensation; 60% of vested RSUs/option spread retained until compliant . |
| Hedging/Pledging | Hedging in Medpace securities prohibited by policy; no pledging prohibition disclosed in cited sections . |
Say-on-Pay & Shareholder Feedback
| Year/Proposal | For | Against | Abstain | Broker Non-Votes | Outcome/Notes |
|---|---|---|---|---|---|
| 2025 Say‑on‑Pay | 24,918,234 | 1,340,033 | 27,114 | 1,533,208 | Approved; strong support by votes cast . |
| 2025 Declassified director election (Zander) | 25,858,694 | 426,687 | — | 1,533,208 | Elected; broad support . |
| 2024 Say‑on‑Pay (prior) | — | — | — | — | “Over 91%” approval by votes cast at 2024 meeting . |
| 2025 Stockholder proposal (simple majority voting) | 18,210,462 | 8,021,457 | 53,462 | 1,533,208 | Approved (advisory) . |
Related-Party Transactions and Conflicts
- Company-level related-party transactions disclosed include services with LIB Therapeutics and CinRx (entities in which the CEO and certain personnel have interests), and lodging/meetings at a hotel owned by the CEO; none were identified involving Dr. Zander .
- Audit Committee oversees related-party transaction approvals under a formal policy .
- Standard director and officer indemnification agreement entered with Dr. Zander upon appointment .
Compensation Committee Analysis (context for governance quality)
- Compensation Committee members (as of 12/31/2024): Davenport (Chair), Kraft, McCarthy; all independent per Nasdaq .
- The committee engages Total Compensation Solutions (TCS) as independent compensation consultant; committee concluded TCS is independent and conflict‑free .
- Medpace maintains a clawback policy compliant with Rule 10D‑1 (effective Dec 1, 2023) .
Governance Assessment
- Positives: Independent director with deep clinical and academic leadership relevant to Medpace’s CRO focus ; full attendance and executive session participation standards reported for 2024 ; strong shareholder support in 2025 election suggests investor confidence ; director equity aligns incentives; director compensation capped at $400,000 per year under plan governance ; anti‑hedging and clawback policies in place .
- Watch items: Medpace discloses company‑level related‑party dealings tied to the CEO (LIB, CinRx, hotel), though none involve Zander; continued robust Audit Committee oversight and Nominating & Governance vigilance remain important .
- Alignment: Zander’s 2024 compensation reflects pro‑rated cash retainer and standard initial option grant with one‑year vesting (or earlier per meeting date), supporting alignment without excessive guarantees .