Robert Kraft
Medpace HoldingsAbout Robert O. Kraft
Robert O. Kraft, age 54, has served as an independent Class I director of Medpace Holdings, Inc. since July 1, 2016. He is currently Chief Financial Officer and Treasurer of The Hillman Companies, Inc. and The Hillman Group (since November 2017), and previously held senior roles at CVS Health/Omnicare and was an audit partner at PricewaterhouseCoopers. Kraft holds a Bachelor’s Degree in Accounting from the University of Dayton; he brings substantial financial and accounting expertise to the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hillman Companies, Inc. and The Hillman Group | Chief Financial Officer and Treasurer | Nov 2017–present | Senior executive leadership; financial stewardship |
| CVS Health Corporation (Omnicare) | EVP, President of Omnicare; prior SVP & CFO; SVP Finance | Aug 2015–Sep 2017; Sep 2012–Aug 2015; Nov 2010–Sep 2012 | Oversight of long-term care business; public company finance |
| PricewaterhouseCoopers LLP | Audit Partner | ~18 years (prior to 2010) | Audit leadership; public-company audit experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| The Hillman Companies, Inc. / The Hillman Group | CFO & Treasurer | Not disclosed in proxy | Executive role; not disclosed as a directorship in the proxy |
No other public-company directorships are disclosed.
Board Governance
- Independence: All directors other than the CEO are NASDAQ-independent; Kraft is independent.
- Board class/term: Class I director; current term expires at the 2026 Annual Meeting.
- Committee memberships and roles:
- Audit Committee: Member (Chair is Brian T. Carley; Carley is designated “financial expert”).
- Compensation Committee: Member (Chair is Fred B. Davenport, Jr.).
- Nominating & Governance Committee: Member.
- Attendance and engagement:
- Board met 4 times in FY2024; all directors attended all Board and committee meetings during their service period; all non-employee directors attended all executive sessions.
- Lead Independent Director: Fred B. Davenport, Jr.
- Governance policies:
- Insider Trading Compliance Policy prohibits hedging (e.g., zero-cost collars, forward sale contracts).
- Clawback: Incentive Compensation Recoupment Policy adopted Dec 1, 2023, compliant with Rule 10D-1 and Nasdaq.
| Committee | Role | FY2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 4 | 100% (committee-wide) |
| Compensation | Member | 4 | 100% (committee-wide) |
| Nominating & Governance | Member | 4 | 100% (committee-wide) |
Fixed Compensation
Director compensation policy (FY2024):
- Board annual retainer: $60,000 (cash or RSUs at director election).
- Lead independent director retainer: $25,000.
- Committee retainers: Compensation Committee Chair $20,000; Compensation Committee member $7,500; Audit Committee Chair $25,000; Audit Committee member $10,000; no fees for Nominating & Governance.
- Annual option grant to each non-employee director at the 2024 Annual Meeting: grant date fair value $150,000; 7-year term; exercise price equals closing price on grant date; vests on the earlier of the day before the next annual meeting or first anniversary.
Kraft elected to receive retainers in RSUs for FY2024.
| Director | Fees (Cash) | Fees (RSUs) | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|---|
| Robert O. Kraft | $0 | $77,426 | $149,916 | $227,342 |
RSU election details: On Nov 30, 2023, Kraft was granted 286 RSUs representing retainer value; approximately one-quarter vests as compensation in arrears at each quarter-end during the year the retainer is earned.
Performance Compensation
- Equity instruments and terms:
- Annual director stock options (May 17, 2024): 953 options for Kraft; exercise price $393.30; vests on earlier of the day immediately preceding the first annual meeting following grant or first anniversary; 7-year expiration.
| Equity Award | Grant Date | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | 5/17/2024 | 953 | $393.30 | Earlier of pre-next annual meeting or 1-year anniversary | 7 years from grant |
| RSUs (Retainer election) | 11/30/2023 | 286 | N/A | ~25% vests quarterly in arrears in FY2024 | N/A |
Outstanding options summary (as of 12/31/2024):
| Grant Date | Underlying Options | Exercisable | Unexercisable |
|---|---|---|---|
| 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 |
Note: The equity plan caps total annual director compensation (cash + equity grant-date value) at $400,000 under the amended 2016 Incentive Award Plan.
Other Directorships & Interlocks
- No other public-company board service disclosed for Kraft.
- Compensation Committee Interlocks: FY2024 Compensation Committee members were Davenport (Chair), Kraft, McCarthy; no insider participation and no interlocks disclosed.
Expertise & Qualifications
- Former audit partner at PwC; extensive public-company audit and financial reporting experience.
- Public-company senior executive (CFO/Treasurer) experience at Hillman; prior senior finance leadership at CVS/Omnicare.
- Financially literate; serves on Audit Committee; Audit Committee financial expert designation is held by Carley.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 17,496 shares | Includes 662 common shares; 16,777 options exercisable within 60 days; 57 RSUs vesting within 60 days; “<1%” of outstanding shares. |
| Common shares held | 662 | Direct holdings. |
| Options exercisable ≤60 days | 16,777 | From multiple grants; exercisable status. |
| RSUs vesting ≤60 days | 57 | Near-term vesting per retainer election. |
| Ownership guidelines | 1x base cash compensation for directors | Retention requirement: 60% of vested shares/option spread retained until guideline met. |
No pledging of shares is disclosed; company policy prohibits hedging transactions by directors.
Governance Assessment
- Board effectiveness: Strong attendance (100%) and engagement across Board and committees; independent director with deep finance background on key committees (Audit, Compensation, Nominating & Governance).
- Alignment and compensation: Director pay mix balances cash retainers (RSU elections) and equity with reasonable annual limits; equity vests around annual meeting cycle, reinforcing ongoing engagement.
- Shareholder signals: 2024 Say-on-Pay received >91% support, indicating investor acceptance of pay practices; Board is phasing declassification (complete by 2027).
- Conflicts/related party: No related-party transactions involving Kraft disclosed; robust related-person transaction review is overseen by the Audit Committee.
- Policies: Prohibitions on hedging and a clawback policy aligned with SEC/Nasdaq rules strengthen governance.
Overall, Robert O. Kraft exhibits strong independence, attendance, and relevant financial expertise. Compensation structure and ownership guidelines support alignment, and no director-specific conflicts are disclosed. These factors collectively support investor confidence in board oversight.