Strategic Investment And Acquisition Committee Charter

(Adopted as of August 17, 2016)

The purpose of the Strategic Investment and Acquisition Committee (the “Committee”) of the Board of Directors (the “Board”) of Medidata Solutions, Inc. (the “Company”) is to assist the Board and the Company in overseeing acquisitions, joint ventures and strategic investments made by the Company.
This Charter is intended to provide a set of flexible guidelines for the effective functioning of the Committee. The Committee may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.

The Committee shall be comprised of at least three (3) members, (1) each of whom shall be a member of the Company’s Board, and (2) at least half of whom shall satisfy applicable independence requirements (as determined from time to time by the Nominating and Governance Committee, in accordance with the Company’s Corporate Governance Guidelines, applicable regulations, the Listing Rules of The NASDAQ Stock Market LLC (“NASDAQ Listing Rules”) and applicable law). Members of the Committee and a Chair shall be appointed, and may be removed, with or without cause, by the Board.

The operation of the Committee will be subject to the provisions of the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The following are the duties and responsibilities of the Committee and may be modified by the Board from time to time:

  1. Consider and approve proposals for acquisitions, joint ventures and strategic investments up to certain threshold amounts of value as approved by the Board, provided that such transaction is not with a company that is directly or indirectly affiliated with any director or executive officer of the Company.
  2. Periodically review the performance of completed acquisitions, joint ventures and strategic investment transactions with the Company’s management in the manner the Committee deems necessary and appropriate.
  3. Periodically review the integration plans and status of integration of acquired companies in the manner the Committee deems necessary and appropriate.
  4. Assist management in evaluating financing opportunities, and make recommendations to the Board concerning equity and debt funding as may be needed to complete desired acquisitions, joint ventures and strategic investment transactions.
  5. Review the effectiveness of the Committee on an annual basis.
  6. Perform any other activities or responsibilities from time to time assigned to such Committee by action of the Board of Directors which are consistent with this Charter as the Board of Directors deems necessary or appropriate.
  7. Update the Board on a periodic basis as to the deliberations and decisions of the Committee.
  8. Review and assess the adequacy of this Charter annually, or more often as circumstances dictate, and update or revise the Charter as appropriate.
The Committee shall meet in person or telephonically as often as may be necessary or appropriate, at the discretion of the Chair of the Committee. Prior to each meeting, the Chair of the Committee will circulate or discuss the agenda for the meeting with each member of the Committee. When appropriate, the Committee may meet in separate executive sessions with management, employees, legal counsel, internal audit, and the independent auditor to discuss matters that the Committee or the other groups believe warrant Committee attention.
Members of the Committee are expected to use all reasonable efforts to attend each meeting. The Chair of the Committee may also request that members of management, legal counsel, or other advisors attend the meetings of the Committee.

Minutes of each meeting shall be prepared under the direction of the Chair of the Committee and circulated to each member of the Committee for review and approval, and then circulated to the members of the Board who are not members of the Committee. The Secretary or Assistant Secretary of the Company shall archive the approved minutes.

Committee Members

Tarek Sherif
Tarek Sherif
Chairman & CEO

A founder of Medidata Solutions, Tarek has served as CEO since 2001 and chairman since 2009. Including Medidata’s successful public offering in 2009, Tarek has led Medidata from startup to becoming the leading global provider of cloud-based solutions to the life science industry and one of the largest public technology companies founded in New York City.  Medidata is the global leader in collecting and managing clinical trial data and supports trials in more than 120 countries, while defining the vertical cloud company business model. Medidata’s mission is to power smarter treatments and healthier people.

Tarek has more than 30 years of leadership experience in health-tech and finance. Prior to Medidata, he co-managed and managed equity funds focused on public and private technology and life sciences companies, as well as holding various positions in finance.

Tarek received his BA in economics from Yale University in 1984 and graduated from Columbia Business School in 1991, where he earned a degree in business administration and finance. He serves as the co-chair of the Partnership Fund for New York City, which is focused on creating business opportunities and jobs for city residents. Tarek also sits on the advisory board of Students on Ice, a not-for-profit organization focused on inspiring youth through educational expeditions to the polar regions,​ the Musculoskeletal Advisory Board at NYU Langone Medical Center​, ​and Defy Ventures—a New York-based non-profit dedicated to​ providing business leadership ​training ​and entrepreneurial ​education to​ people with criminal histories.

Glen de Vries
Glen de Vries

Glen is the president and co-founder of Medidata, and the original architect of Medidata's cloud platform. With his deep expertise in medical research and understanding of technology’s role in streamlining complex processes, Glen has been driving Medidata's mission since the company’s inception: Powering smarter treatments and healthier people.

Glen received his BS in molecular biology and genetics from Carnegie Mellon University, worked as a research scientist at the Columbia Presbyterian Medical Center and studied computer science at New York University's Courant Institute of Mathematics. He is the holder of numerous patents for clinical trial innovations, and is a member of the board of the Young Scientist Foundation and chairman of the board of Dancing Classrooms.

You can follow Glen on Twitter at @CaptainClinical.

George McCulloch
George McCulloch
Co-CEO, Level Equity Management, LLC

George has served as a director of Medidata since 2004. He is co-CEO of Level Equity Management, LLC, a private investment firm he founded that invests in growth-stage software and Internet businesses.

George was previously a managing director at Insight Venture Partners and a member of the technology investment team at Summit Partners. He is a director of various privately-held technology businesses and a trustee of ARTstor, a non-profit initiative founded by The Andrew W. Mellon Foundation that builds technology to enhance teaching and learning in the arts.

He holds a BA from Stanford University.

Lee Shapiro
Lee Shapiro
Managing Partner, 7wire Ventures

Lee Shapiro is managing partner at 7wire Ventures, a growth capital firm that invests in healthcare, energy and education. Prior to 7wire, Lee was with Allscripts for over 13 years and served as president from 2001 through 2012. During his tenure, Allscripts grew from $30M to over $1.3B in revenues.

Lee brings to our board of directors significant experience in directing strategic initiatives at a global public healthcare technology company. He holds a BA in accounting from the University of Illinois Urbana-Champaign and earned his JD from the University of Chicago Law School.

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Anthony D'Amico
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+1 732 767 4331