Fred Davenport, Jr.
Medpace HoldingsAbout Fred B. Davenport, Jr.
Fred B. Davenport, Jr. (age 73) has served on Medpace’s board since August 13, 2018 and is the Lead Independent Director (elected by independent directors in October 2018). He is a partner at Murchison, Taylor & Gibson, PLLC, and previously served as President, EVP, and General Counsel at Pharmaceutical Product Development, Inc. (PPD). He holds a BA, MBA, and JD from the University of North Carolina at Chapel Hill. His CRO industry operating experience and legal/M&A background underpin his committee leadership at Medpace.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharmaceutical Product Development, Inc. (PPD) | President | 2002–2006 | Senior operating leadership in CRO industry |
| Pharmaceutical Product Development, Inc. (PPD) | Executive Vice President | 2001–2002 | Executive leadership |
| Pharmaceutical Product Development, Inc. (PPD) | General Counsel | 1996–2001 | Oversight of legal and corporate matters |
| Murchison, Taylor & Gibson, PLLC | Managing Partner | 1991–1995 | Firm leadership |
| Murchison, Taylor & Gibson, PLLC | Partner | 1981–1996 | Corporate/M&A and estate planning practice |
| Murchison, Taylor & Gibson, PLLC | Associate | 1977–1980 | Corporate law practice |
| Cameron School of Business | Tenured Professor | Not disclosed | Academic/teaching role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murchison, Taylor & Gibson, PLLC | Partner | Current (as disclosed) | Focus on M&A, general corporate, estate planning |
| Clinipace Worldwide | Director | 2015–Mar 2016 | Not disclosed |
| Medex Global Group, Inc. | Director | 2009–2011 | Not disclosed |
| Medpace predecessor entities | Director | 2007–2013 | Pre-IPO governance continuity |
| Various community/non-profit boards | Director/Trustee | Not disclosed | Not disclosed |
Board Governance
- Independence: Medpace’s board is comprised of independent directors except the CEO; all members of Audit, Compensation, and Nominating & Governance (N&G) committees (including Mr. Davenport) meet NASDAQ independence standards.
- Lead Independent Director: Responsibilities include presiding over executive sessions, contributing to agendas/schedules, and serving as liaison with the CEO/Chair; Mr. Davenport has served as Lead Director since Oct 2018.
- Committee assignments and leadership, attendance, and scope:
| Committee | Membership/Role | Meetings in 2024 | Attendance | Key Oversight |
|---|---|---|---|---|
| Compensation Committee | Chair (members: Davenport, Kraft, McCarthy) | 4 | 100% by all members | Executive pay, director comp, plans, CD&A review |
| Audit Committee | Member (Chair: Carley; members: Carley, Davenport, Kraft) | 4 | 100% by all members | External auditors, financial reporting, internal controls, related-person transactions |
| Nominating & Governance Committee | Member (members: Carley, Davenport, Gwadry-Sridhar, Kraft, McCarthy, Zander) | 4 | 100% by all members | Director nominations, governance guidelines |
| Board of Directors | Director; Lead Independent Director | 4 | All directors attended all meetings and executive sessions in 2024 | Risk oversight and strategy |
Fixed Compensation
- Policy: Non-Employee Director Compensation Policy (revised Oct 21, 2022; effective Jan 1, 2023) sets cash retainers and an annual equity grant; retainers paid quarterly in arrears.
- 2024 Retainers applicable to Mr. Davenport (as Lead Director; Compensation Chair; Audit member):
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $60,000 | Paid in cash unless RSU election; Davenport took cash in 2024 |
| Lead Independent Director retainer | $25,000 | Additional annual retainer |
| Compensation Committee Chair retainer | $20,000 | Chair premium |
| Audit Committee member retainer | $10,000 | Member (non-chair) |
| N&G Committee member retainer | $0 | No additional comp for N&G service |
| Total 2024 fees | $115,000 | Matches “Fees Earned or Paid in Cash” reported for Davenport |
- 2024 Director Compensation (reported): Mr. Davenport received $115,000 in cash retainers and a stock option award with grant date fair value $149,916; total $264,916.
Performance Compensation
- Annual Equity Grant (directors): Options with grant date fair value of $150,000 at the annual meeting; exercise price = closing price on grant date; vest at next annual meeting or first anniversary; 7-year term.
- 2024 Grant Details for Mr. Davenport:
| Grant Date | Award Type | Number of Options | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| May 17, 2024 | Non-employee director annual grant | 953 | $393.30 | Earliest of day before 2025 annual meeting or first anniversary | 7 years | $149,916 |
-
Director limit: Under the Amended 2016 Plan, combined cash + equity to any non-employee director is capped at $400,000 per calendar year.
-
Performance metrics: Director equity grants are time-based (no performance metrics disclosed); director cash retainers are fixed amounts per role.
Other Directorships & Interlocks
| Company/Entity | Current/Past | Role | Interlocks/Notes |
|---|---|---|---|
| Clinipace Worldwide | Past | Director (2015–Mar 2016) | No interlocks disclosed |
| Medex Global Group, Inc. | Past | Director (2009–2011) | No interlocks disclosed |
| Medpace predecessor entities | Past | Director (2007–2013) | Continuity with current company |
- Compensation Committee interlocks: None. No member (including Mr. Davenport) is/was an officer/employee, and no executive officer of Medpace served on another company’s board or comp committee where a Medpace executive served reciprocally in 2024.
Expertise & Qualifications
- Degrees: BA, MBA, JD (University of North Carolina at Chapel Hill).
- Skills: Corporate/M&A attorney, former CRO president/EVP/GC, board leadership as Lead Independent Director, compensation oversight as Comp Chair, financial literacy for Audit membership.
- Rationale for board selection: Significant CRO industry experience, executive leadership, and board experience.
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 20, 2025) | 23,487 shares; “less than 1%” of outstanding |
| Breakdown | 2,000 shares in a trust for his benefit; 21,487 shares via options exercisable or vesting within 60 days |
| Options outstanding at 12/31/2024 | Exercisable: 20,534 (sum of 2018–2023 grants); Unexercisable: 953 (2024 grant) |
| Ownership guidelines (directors) | 1x base cash compensation; retain 60% of vested stock and 60% of option spread until target met; open-market purchases not required |
| Hedging/Pledging | Hedging of Medpace securities prohibited by policy; no specific pledging policy disclosure noted |
Detail of option grants outstanding (12/31/2024) for Davenport: 4,710 (8/13/2018), 6,472 (5/17/2019), 3,858 (5/15/2020), 1,822 (5/14/2021), 1,903 (5/20/2022), 1,769 (5/19/2023) all exercisable; plus 953 (5/17/2024) unexercisable until the earlier of the day before the 2025 annual meeting or first anniversary.
Governance Assessment
- Board effectiveness and engagement: Strong. Mr. Davenport serves as Lead Independent Director and chairs the Compensation Committee while serving on Audit and N&G; he and all committee members recorded 100% meeting attendance in 2024; all directors attended all board meetings and executive sessions, signaling high engagement.
- Independence and oversight: Meets NASDAQ independence standards; key roles align with governance best practices (lead independent oversight, compensation oversight, audit participation, related-party transaction review through Audit).
- Pay and alignment: Director compensation structure combines fixed cash retainers by role with a standardized, time-based annual option grant ($150,000 grant-date value); Davenport’s 2024 mix was ~$115k cash and ~$150k equity, consistent with policy and within the plan’s $400k director limit.
- Ownership alignment: Beneficial ownership is primarily via vested/near-vested options; stock ownership guidelines require 1x base cash compensation retention (60% holdbacks on vested equity/option spread until met). Compliance status for individual directors is not disclosed.
- Interlocks/conflicts: No compensation committee interlocks and no related-person transactions disclosed for Davenport; Audit Committee reviews related-person transactions. Company disclosed related travel services involving a CEO-controlled charter, but no connection to Davenport.
- Policies and controls: Prohibition on hedging supports alignment; Section 16 compliance reported for all reporting persons in 2024.
RED FLAGS / Watch items:
- Concentration of beneficial ownership in options rather than outright common shares may reduce downside exposure versus RSUs/stock; monitor progress toward director ownership guidelines.
- Company-level related-party travel arrangements (CEO-controlled charter) warrant continued robust oversight by independent directors; Audit Committee has explicit mandate over such transactions.