medp-20260316

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

____________________


Filed by the Registrant			x			Filed by a party other than the Registrant			o

Check the appropriate box:


x			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

MEDPACE HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

Medpace Holdings, Inc.

Notice of Annual Meeting

of Stockholders

and Proxy Statement

DATE & TIME:

Friday, May 15, 2026

9:00 a.m. Eastern Time

LOCATION:

www.virtualshareholdermeeting.com/MEDP2026

Table of Contents

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 16, 2026

MEDPACE HOLDINGS, INC.

5375 MEDPACE WAY

CINCINNATI, OHIO 45227

[April 1, 2026]

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Medpace Holdings, Inc. at 9:00 a.m. Eastern Time, on Friday, May 15, 2026. We are conducting this year’s Annual Meeting as a virtual meeting of stockholders. We believe that hosting a virtual meeting provides expanded access and improved communication between our stockholders and the Company. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MEDP2026. You will not be able to attend the Annual Meeting in person.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. If you would like to virtually attend the Annual Meeting, please review the section called “Who Can Attend the 2026 Annual Meeting of Stockholders?” on page 5 of the proxy statement for more information about how to virtually attend the meeting.

Whether or not you virtually attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by completing, signing, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card.

Thank you for your support.

Sincerely,

August J. Troendle

Chief Executive Officer and Chairman of the Board

Table of Contents


Notice of Annual Meeting of Stockholders

Proxy Statement			1
Proposals			2
Recommendations of the Board			3
Information About This Proxy Statement			4

Questions and Answers about the 2026 Annual Meeting of Stockholders			5

Proposal 1: Election of Directors			10
Vote Required			11
Recommendation of the Board of Directors			11

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			16
Vote Required			16
Recommendation of the Board of Directors			16

Report of the Audit Committee of the Board of Directors			17

Independent Registered Public Accounting Firm Fees and Other Matters			18

Named Executive Officers			19

Corporate Governance			21
General			21
Board Composition			21
Director Independence			21
Director Candidates			21
Communications from Stockholders			22
Board Leadership Structure and Role in Risk Oversight			23
Periodic Board Evaluation			24
Code of Ethics			24
Attendance by Members of the Board of Directors at Meetings			24

Committees of the Board			25
Audit Committee			25
Compensation Committee			26
Nominating and Governance Committee			27

Executive Compensation			28
Compensation Discussion & Analysis			28
Summary Compensation Table			39
Grants of Plan-Based Awards			40
NEO Employment Agreement			40
Equity Incentive Awards			41
Outstanding Equity Awards at Fiscal Year-End			42
Option Exercises and Stock Vested			43
Pension Benefits			43

Table of Contents

Table of Contents—(Continued)


Nonqualified Deferred Compensation			43
Potential Payments Upon Termination or Change in Control			43
Pay Ratio Disclosure			44
Pay versus Performance			45

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers			50
Vote Required			50
Recommendation of the Board of Directors			50

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers			51
Vote Required			51
Recommendation of the Board of Directors			51

Proposal 5: Amendment of Certificate of Incorporation to Remove Supermajority Voting Requirements			52
Vote Required			53
Recommendation of the Board of Directors			53

Proposal 6: Amendment of Certificate of Incorporation to Remove the Limitation on Stockholders Calling Special Meetings of Stockholders			54
Vote Required			55
Recommendation of the Board of Directors			55

Proposal 7: Advisory Vote on a Stockholder Proposal			56
Vote Required			58
Recommendation of the Board of Directors			58

Director Compensation			59
2025 Director Compensation Table			60

Equity Compensation Plan Information			62

Security Ownership of Certain Beneficial Owners and Management			63

Certain Relationships			66

Delinquent Section 16(a) Reports			69

Compensation Committee Interlocks and Insider Participation			69

Stockholders’ Proposals			70

Other Matters			70

Solicitation of Proxies			70

Medpace’s Annual Report on Form 10-K			71

Appendix A: Reconciliation of Non-GAAP Financial Measures			A-1

Table of Contents

Table of Contents—(Continued)


Appendix B: Proposed Amendments to Medpace Holdings, Inc.'s Restated Certificate of Incorporation to Remove Supermajority Voting Requirements			B-1

Appendix C: Proposed Amendments to Medpace Holdings, Inc.'s Restated Certificate of Incorporation to Remove the Limitation on Stockholders Calling Special Meetings of Stockholders			C-1

Appendix D: Proposed Amendments to Medpace Holdings, Inc.'s Second Amended and Restated Bylaws to Remove the Limitation on Stockholders Calling Special Meetings of Stockholders			D-1

Table of Contents

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 16, 2026

Notice of Annual Meeting of Stockholders

To Be Held Friday, May 15, 2026

MEDPACE HOLDINGS, INC.

www.virtualshareholdermeeting.com/MEDP2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of Medpace Holdings, Inc., a Delaware corporation (the “Company” or “Medpace”), will be held at 9:00 a.m. Eastern Time, on Friday, May 15, 2026. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/MEDP2026 by using the control number distributed with these proxy materials, for the purposes described below. There is no physical location for the Annual Meeting.

1.To elect Brian T. Carley, Femida H. Gwadry-Sridhar and Robert O. Kraft as Class I Directors and August J. Troendle and Dani S. Zander as Class III Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To conduct an advisory vote to approve compensation for our named executive officers (“Say-on-Pay”);

4.To conduct an advisory vote on the frequency of future advisory votes to approve compensation for our named executive officers ("Say-on-Frequency");

5.To approve an amendment to the Company's Certificate of Incorporation to remove supermajority voting requirements;

6.To approve an amendment to the Company's Certificate of Incorporation to remove the limitation on stockholders calling special meetings of stockholders;

7.To vote on a stockholder proposal regarding giving shareholders an ability to call for a special shareholder meeting, if properly presented at the meeting; and

8.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting by or at the direction of the Board of Directors of the Company.

Holders of record of our Common Stock as of the close of business on March 19, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.

Table of Contents

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may complete, sign, and mail the proxy card in the enclosed postage-paid return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy can be revoked at your option as described on page 7.

By Order of the Board of Directors

Stephen P. Ewald

General Counsel and Corporate Secretary

Cincinnati, Ohio

[April 1, 2026]

Table of Contents

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 16, 2026

Proxy Statement

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Medpace Holdings, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Friday, May 15, 2026 (the “Annual Meeting”). Holders of record of shares of Common Stock, $0.01 par value (“Common Stock”), as of the close of business on March 19, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were [__________] shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.


Date & Time: Friday, May 15, 2026 9:00 a.m. Eastern Time			Held virtually at: www.virtualshareholdermeeting.com/MEDP2026			Record Date: March 19, 2026

This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2025 (the “2025 Annual Report”) will be released on [April 1, 2026] to our stockholders on the Record Date.

In this proxy statement, “Medpace”, “Company”, “we”, “us”, and “our” refer to Medpace Holdings, Inc. and where applicable, our subsidiaries and predecessor entities.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, MAY 15, 2026

This Proxy Statement and our 2025 Annual Report to Stockholders are available at www.proxyvote.com

Stockholders may obtain directions for accessing the meeting online by calling 1-513-579-9911 or visiting our website at www.medpace.com.

Table of Contents

PROPOSALS

At the Annual Meeting, our stockholders will be asked:



1.To elect Brian T. Carley, Femida H. Gwadry-Sridhar and Robert O. Kraft as Class I Directors and August J. Troendle and Dani S. Zander as Class III Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To conduct an advisory vote to approve compensation for our named executive officers (“Say-on-Pay Vote”);

4.To conduct an advisory vote on the frequency of future advisory votes to approve compensation for our named executive officers ("Say-on-Frequency");

5.To approve an amendment to the Company's Certificate of Incorporation to remove supermajority voting requirements;

6.To approve an amendment to the Company's Certificate of Incorporation to remove the limitation on stockholders calling special meetings of stockholders;

7.To vote on a stockholder proposal regarding giving shareholders an ability to call for a special shareholder meeting, if properly presented at the meeting; and

8.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting by or at the direction of the Board of Directors of the Company.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Table of Contents

RECOMMENDATIONS OF THE BOARD

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted in accordance with the Board’s recommendations which are as follows:


Proposals	Board’s Recommendation

1.To elect Brian T. Carley, Femida H. Gwadry-Sridhar and Robert O. Kraft as Class I Directors and August J. Troendle and Dani S. Zander as Class III Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified		FOR

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026		FOR

3.To conduct an advisory vote to approve compensation for our named executive officers (“Say-on-Pay Vote”)		FOR

4.To conduct an advisory vote on the frequency of future advisory votes to approve compensation for our named executive officers ("Say-on-Frequency")	ONE YEAR

5.To approve an amendment to the Company's Certificate of Incorporation to remove supermajority voting requirements		FOR

6.To approve an amendment to the Company's Certificate of Incorporation to remove the limitation on stockholders calling special meetings of stockholders		FOR

7.To vote on a stockholder proposal regarding giving shareholders an ability to call for a special shareholder meeting, if properly presented at the meeting		AGAINST

If any other matter properly comes before the stockholders for a vote at the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Table of Contents

INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You are viewing or have received these proxy materials because Medpace’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Medpace is making this proxy statement and its 2025 Annual Report available to its stockholders electronically via the Internet. On or about [April 1, 2026], we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, contact Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Internet Notices or proxy materials for your household, please contact Broadridge at the above phone number or address.

Table of Contents

Questions and Answers about the 2026 Annual Meeting of Stockholders

Who is entitled to vote at the Annual Meeting?

SEC Form PRE 14A filed by Medpace Holdings Inc.