Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management’s report on internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we routinely enhance our information systems by either upgrading current systems or implementing new ones. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item with respect to the Company’s Directors is contained in our definitive proxy statement (the “Proxy Statement”) for our 2023 Annual Meeting of Stockholders under the heading “Proposal 1: Election of Directors” and is incorporated herein by reference.
The information required by this item with respect to the Company’s Executive Officers is contained in the Proxy Statement under the heading “Named Executive Officers” and is incorporated herein by reference.
The information required by this item with respect to compliance with Section 16(a) of the Exchange Act is contained in the Proxy Statement under the heading “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
The information required by this item with respect to the Company’s code of ethics that applies to directors, officers, and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is contained in the Proxy Statement under the heading “Corporate Governance—Code of Ethics” and is incorporated herein by reference.
The information required by this item with respect to the procedures by which security holders may recommend nominees to the Board is contained in the Proxy Statement under the heading “Stockholders’ Proposals” and is incorporated herein by reference.
The information required by this item with respect to the Company’s Audit Committee, including the Audit Committee’s members and its financial experts, is contained in the Proxy Statement under the heading “Committees of the Board—Audit Committee” and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item with respect to executive compensation and director compensation is contained in the Proxy Statement under the headings “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.
The information required by this item with respect to compensation committee interlocks and insider participation is contained in the Proxy Statement under the heading “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.
The compensation committee report required by this item is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Committee Report” and is incorporated herein by reference.
The information required by this item with respect to compensation policies and practices as they relate to the Company’s risk management is contained in the Proxy Statement under the heading “Executive Compensation—Compensation Risk Assessment” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to securities authorized for issuance under the Company’s equity compensation plans is contained in the Proxy Statement under the heading “Equity Compensation Plan Information” and is incorporated herein by reference.
The information required by this item with respect to the security ownership of certain beneficial owners and management is contained in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item with respect to certain relationships and transactions with related parties is contained in the Proxy Statement under the heading “Certain Relationships” and is incorporated herein by reference.
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The information required by this item with respect to director independence is contained in the Proxy Statement under the heading “Corporate Governance—Director Independence” and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item with respect to audit fees, tax fees, and the audit committee’s pre-approval policies and procedures are contained in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(1) Financial Statements
The following financial statements and supplementary data are included in Item 8 of this annual report:
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
43
Consolidated Balance Sheets
46
Consolidated Statements of Operations
47
Consolidated Statements of Comprehensive Income
48
Consolidated Statements of Changes in Shareholders' Equity
49
Consolidated Statements of Cash Flows
50
Notes to Consolidated Financial Statements
51
(2) Financial Statement Schedules
The information required to be submitted in the Financial Statement Schedules for Medpace Holdings, Inc. and subsidiaries has either been shown in the financial statements or notes, or is not applicable or required under Regulation S-X; therefore, those schedules have been omitted.
(3) Exhibits
The exhibits listed in the accompanying Exhibit Index following the signature page are filed or furnished as a part of this report and are incorporated herein by reference.
Item 16. Form 10-K Summary
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith
3.1 Amended and Restated Certificate of Incorporation of Medpace Holdings, Inc.
8-K 001-37856 3.1 8/16/16
3.2 Amended and Restated Bylaws of Medpace Holdings, Inc.
8-K 001-37856 3.2 8/16/16
4.1 Specimen Stock Certificate evidencing shares of common stock
S-1/A 333-212236 4.1 7/26/16
4.2 Description of Securities
10-K 001-37856 4.3 2/25/20
#10.1 Medpace Holdings, Inc. 2016 Incentive Award Plan
10-Q 001-37856 10.1 11/3/16
#10.2 Medpace Holdings, Inc. 2016 Senior Executive Incentive Bonus Plan
10-Q 001-37856 10.2 11/3/16
10.3 Registration Rights Agreement
10-Q 001-37856 10.3 11/3/16
#10.4 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Restricted Stock Award Grant Notice
S-1/A 333-212236 10.13 8/1/16
#10.5 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement
S-1/A 333-212236 10.14 8/1/16
#10.6 Form of Medpace Holdings, Inc. 2016 Incentive Award Plan Restricted Stock Unit Award Grant Notice.
S-1/A 333-212236 10.15 8/1/16
#10.7 Medpace Holdings, Inc. 2016 Incentive Award Plan Sub-Plan for UK Participants
S-1/A 333-212236 10.16 8/1/16
#10.8 Amended and Restated Employment Agreement, by and between Medpace Holdings, Inc. and August J. Troendle
S-1/A 333-212236 10.18 7/26/16
#10.9 Medpace Holdings, Inc. 2016 Incentive Award Plan UK Company Share Option Plan (CSOP) Sub-Plan
S-1/A 333-212236 10.19 8/1/16
#10.10 Medpace Holdings, Inc. Non-Employee Director Compensation Policy revised October 21, 2022
10-K 001-37856 10.10 2/14/23 *
10.11 Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association.
8-K 001-37856 10.1 10/1/19
10.12 Amendment No. 1 dated March 30, 2020 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 4/1/20
10.13 Form of Indemnification Agreement
10-K 001-37856 10.13 2/16/21
10.14 Amendment No. 2 dated March 29, 2021 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 3/30/21
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing
Date Filed/
Furnished
Herewith
10.15 Amendment No. 3 dated December 27, 2021 to Loan Agreement dated as of September 30, 2019, by and among Medpace, Inc., as borrower, and PNC Bank, National Association
8-K 001-37856 10.1 12/29/21
10.16 Amendment No. 4 dated March 15, 2022 to Loan Documents
8-K 001-37856 10.1 3/16/22
21.1 List of Subsidiaries of Medpace Holdings, Inc.
*
23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
*
31.1 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
*
31.2 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
*
32.1 Section 1350 Certification of Chief Executive Officer
**
32.2 Section 1350 Certification of Chief Financial Officer
**
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE Inline XBRL Taxonomy Extension Presentation *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEDPACE HOLDINGS, INC.
By: /s/ KEVIN M. BRADY
Name: Kevin M. Brady
Title: Chief Financial Officer
Date: February 14, 2023
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT that the undersigned officers and directors of Medpace Holdings, Inc. do hereby constitute and appoint August J. Troendle and Kevin M. Brady, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ AUGUST J. TROENDLE Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
August J. Troendle February 14, 2023
/s/ KEVIN M. BRADY Chief Financial Officer (Principal Financial and Accounting Officer)
Kevin M. Brady February 14, 2023
/s/ BRIAN T. CARLEY Director
Brian T. Carley February 14, 2023
/s/ ROBERT O. KRAFT Director
Robert O. Kraft February 14, 2023
/s/ FRED B. DAVENPORT JR. Director
Fred B. Davenport Jr. February 14, 2023
/s/ CORNELIUS P. MCCARTHY III Director
Cornelius P. McCarthy III February 14, 2023
/s/ ASHLEY M. KEATING Director
Ashley M. Keating February 14, 2023
/s/ DR. FEMIDA H. GWADRY-SRIDHAR Director
Dr. Femida H. Gwadry-Sridhar February 14, 2023
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