DEF 14A of Certara, Inc., Apr 8, 2025

DEF 14A of Certara, Inc.

Filed Apr 8, 2025 · FY20240001104659-25-032816

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board has nominated the following persons as our four Class II director candidates: Eran Broshy Cynthia Collins John Reynders Matthew Walsh The director candidates have been nominated for a three-year term to expire at the 2028 Annual Meeting of the Company’s stockholders and once their successors have been duly elected and qualified. Detailed information about each nominee’s background, skills and qualifications can be found under “Proposal 1 — Election of Class II Directors Named Herein.”

  2. Are all of the Company’s directors standing for election at the 2025 Annual Meeting?

    Are all of the Company’s directors standing for election at the 2025 Annual Meeting? No, only our Class II directors are standing for re-election at this time. Our Class III directors will stand for election in 2026, and our Class I directors will stand for election in 2027.

  3. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Our Amended and Restated Certificate of Incorporation provides that, subject to the rights of holders of any series of preferred stock, the Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, with each director serving a staggered three-year term. Only one class of directors will be elected at each annual meeting of stockholders.

  4. OUR BOARD OF DIRECTORS

    | CLASS | DIRECTORS | TERM EXPIRES | | I | James Cashman III | 2027 | | | Nancy Killefer | 2027 | | | David Spaight | 2027 | | II | Eran Broshy | 2025 | | | Cynthia Collins | 2025 | | | John Reynders | 2025 | | | Matthew Walsh | 2025 | | III | Rosemary Crane | 2026 | | | William Feehery | 2026 | | | Stephen McLean | 2026 |

  5. OUR BOARD OF DIRECTORS

    Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to any rights of preferred stockholders to elect additional directors under certain circumstances, the number of directors will be determined from time to time solely through a resolution adopted by the Board. The current number of directors set by the Board is ten.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below describes the components of our non-employee directors’ compensation program for the fiscal year ended December 31, 2024:

  7. DIRECTOR COMPENSATION

    | COMPENSATION ELEMENT(1) | COMPENSATION(2)(3) | | Annual Cash Retainer Fee for the Chairman (inclusive of Annual Cash Retainer for Non-Employee Directors) | $125,000 | | Annual Cash Retainer for Each Other Non-Employee Director (pro-rated for any partial year of service) | $50,000 | | Annual Equity Grant(3) (pro-rated for any partial year of service) | $200,000 | | ANNUAL CASH RETAINER FEES: | | | Audit Committee (Chair) | $20,000 | | Audit Committee (Member) | $10,000 | | Compensation Committee (Chair) | $15,000 | | Compensation Committee (Member) | $7,500 | | Nominating and Corporate Governance Committee (Chair) | $10,000 | | Nominating and Corporate Governance Committee (Member) | $5,000 |

  8. DIRECTOR COMPENSATION

    (1) A director who is also a Company employee receives no additional compensation for serving as a director. (2) The director compensation plan permits any non-employee director to waive all or a part of their compensation by notifying the Board. Messrs. McLean and Spaight have chosen to waive their compensation under this plan. (3) Each non-employee director (other than Messrs. McLean and Spaight) receives an annual grant of RSUs, which, for 2024, was determined by dividing the approved value of the award by the volume-weighted average price of the Company’s common stock (the “VWAP”) for the 30 trading days prior to the date of the 2024 Annual Meeting. The RSUs will vest on the earlier of the one-year anniversary of the date of grant or the date of the Company’s next annual stockholder meeting at which time they are settled in stock or, at the Compensation Committee’s election, in cash.

  9. Director Compensation Table

    Director Compensation Table The table below provides a summary of the total compensation paid to or earned by each individual who served as a director, and was not an employee of the Company or its parents or subsidiaries, for the fiscal year ended December 31, 2024. Directors who are employees of the Company receive no additional compensation for their service as directors and are not included in this table.

  10. Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | James Cashman III | 137,500 | 181,979 | 319,479 | | Eran Broshy | 70,000 | 181,979 | 251,979 | | Cynthia Collins | 60,000 | 181,979 | 241,979 | | Rosemary Crane | 57,500 | 181,979 | 239,479 | | Nancy Killefer | 70,000 | 181,979 | 251,979 | | Stephen McLean(4) | — | — | — | | John Reynders(2) | 12,554 | 120,144 | 132,698 | | David Spaight(4) | — | — | — | | Matthew Walsh | 70,000 | 181,979 | 251,979 |

  11. Director Compensation Table

    (1) These amounts reflect the cash retainers earned during the fiscal year ended December 31, 2024. They do not include any reasonable out-of-pocket expenses incurred for attending meetings, which the Company reimburses to each non-employee director. (2) This column reflects the grant date fair value of 11,928 RSUs granted on May 21, 2024 to each of Messrs. Cashman, Broshy, and Walsh, and Mses. Collins, Crane and Killefer. The value is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The size of the grants was determined by dividing $200,000 by the VWAP of the Company’s common stock for the 30 trading days preceding the grant date, with the exception of Dr. Reynders. Dr. Reynders’ compensation of $200,000 was prorated for the partial service period starting on October 16, 2024, and he was granted 10,709 RSUs. These RSUs will vest on the earlier of the one-year anniversary of the grant date or the date of the Company’s next annual stockholder meeting, whichever is earlier. Upon vesting, the RSUs will be settled in stock or, at the Compensation Committee’s discretion, in cash. The assumptions used by the Company to calculate these amounts are detailed in Note 12 to the financial statements included in our Annual Report. (3) As of December 31, 2024, each non-employee director held a total of 11,928 RSUs, except for Dr. Reynders, who held 10,709 RSUs, and Messrs. McLean and Spaight, who held none. Under the Director Deferral Plan, Ms. Crane has elected to defer her 2023 annual equity award of 8,663 RSUs until January 2, 2025. Additionally, she has deferred her 2022 annual equity award of 9,324 RSUs until her departure from the Board. Messrs. McLean and Spaight are employees of an Institutional Stockholder (as defined in the Stockholders Agreement) and do not receive a cash or stock retainer for serving as directors of the Company. Our business and affairs are managed under the direction of our Board, which currently comprises ten directors. Our Amended and Restated Certificate of Incorporation provides that, subject to the rights of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders. Unless otherwise specified in the proxy, shares voted pursuant to a proxy will be cast in favor of Ms. Collins and Messrs. Broshy, Reynders and Walsh. If any of the named nominees decline or are unable to accept their nomination or election, the proxy will be voted for a substitute nominee, recommended by our Board. All of the Board’s nominees have consented to being named in this proxy statement and to serve if elected; accordingly, Our Board currently has no reason to believe that any of the nominees will be unable to serve as directors. Our Amended and Restated Bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the highest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. This means that, once a quorum is established, the four nominees receiving the highest number of votes at the 2025 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Only votes cast “For” a nominee will be counted in the election of directors. Votes that are “Withheld” with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.

  12. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Below, we provide biographical information for each director nominee, highlighting their key experience, qualifications and skills. This information outlines how each nominee contributes to the Board, considering our current needs and business priorities.

  13. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | The Board unanimously recommends that you vote FOR each of the following Class II candidates: |

  14. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | ERAN BROSHYAge: 66 | | | Director Since: 2022 Committees: ▪ Audit ▪ Nominating and Corporate Governance (Chair) | Current Public Company Directorships: ▪ Theravance Biopharma, Inc., a biopharmaceutical company primarily focused on the discovery, development and commercialization of respiratory medicines. Experience and Career Highlights: Over the past decade, Mr. Broshy has served as a board director on multiple healthcare boards, and additionally has partnered with select private equity firms (including EQT, Nordic Capital, Providence Equity, Linden, Court Square, and Tailwind Capital) to support their healthcare investment efforts. Mr. Broshy previously served for over a decade as the chief executive officer (until 2008) and chairman of the board of directors (until 2010) of Syneos Health (previously inVentiv Health, Inc.), a privately held company (and until August 2010, a Nasdaq listed company) that delivers a broad range of clinical and commercialization services to pharmaceutical and life sciences companies globally. Prior to joining Syneos, Mr. Broshy was a management consultant at The Boston Consulting Group (“BCG”) for 15 years, including as the partner responsible for BCG’s healthcare practice across the Americas. He also served as president and chief executive officer of Coelacanth Corporation, a privately held biotechnology company. Mr. Broshy currently serves on the board of Theravance Biopharma, Inc. (Nasdaq: TBPH), a role he has held since June 2014, and as chairman of CluePoints, a privately held AI-driven software company. Within the previous five years Mr. Broshy has also served on the board of directors of Magellan Health and as chairman of the board of directors of Clario (previously ERT), DermaRite, and Thirty Madison, each privately held healthcare companies. He currently also serves as a member of the Corporation of the Massachusetts Institute of Technology (“MIT”), as chairman of the American Friends of the Open University of Israel, and on the board of governors of the American Jewish Committee. Qualifications: We believe that Mr. Broshy is qualified to serve on our Board because of his insight in the healthcare industry as well as his extensive finance and capital markets experience. |

  15. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | CYNTHIA COLLINS Age: 66 | | | Director Since: 2021 Committees: ▪ Audit | Current Public Company Directorships: ▪ Codexis, Inc., a provider of enzymatic solutions for therapeutics manufacturing ▪ DermTech, LLC., a molecular diagnostic company. ▪ MaxCyte, Inc., a provider of cell-engineering technologies Experience and Career Highlights: Ms. Collins has served as Chief Executive Officer of a number of companies in the pharmaceutical and biotechnology industry. Most recently, she was the Chief Executive Officer and a member of the board of directors of Editas Medicine, Inc., a gene-editing biotechnology company. Prior to that, she was the Chief Executive Officer of Human Longevity, Inc., Gen Vec and Sequoia Pharmaceuticals. Ms. Collins has also held senior management positions at GE Healthcare, Beckman Coulter, and Baxter Healthcare. Ms. Collins also serves on the boards of Alanis Therapeutics and Nutcracker Therapeutics, privately held companies. Qualifications: We believe that Ms. Collins is qualified to serve on our Board due to her extensive experience in the pharmaceutical and biotechnology industry, her leadership and management experience, and her service as a director of other biotechnology companies. |

  16. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | JOHN REYNDERS, PHDAge: 60 | | | Director Since: 2024 Committees: ▪ Audit | Current Public Company Directorships: None. Experience and Career Highlights: Dr. Reynders is Chief Data Scientist and Venture Partner at Iaso Ventures, a venture firm catalyzing biodigital innovation for next-gen life sciences. He is also the founder and CEO of Latent Strategies, LLC, an EdTech start-up combining AI and game design to enable financial literacy education. Previously, Dr. Reynders served as the Chief Data Sciences Officer of Neumora Therapeutics, a biotech focused upon precision medicines for brain diseases. Prior to Neumora, he served as vice president, data sciences, genomics, and bioinformatics at Alexion, where he led the design, building and deployment of data sciences solutions spanning research and development, commercial, strategy and business development. Prior to joining Alexion, Dr. Reynders served as the founding chief information officer of Moderna Therapeutics, where he created a fully cloud-based biotech across all enterprise functions and developed informatics solutions to enable the design of messenger RNA therapeutics. Previously, he served as vice president of R&D information at AstraZeneca. Prior to that, he served in leadership roles at Johnson & Johnson, including as vice president, integrative neuroscience and biomarkers, head of informatics and vice president of pharma R&D information technology. Previously, Dr. Reynders served as information officer at Lilly Research Laboratories and vice president of informatics at Celera Genomics, and he held roles as director and program manager at the Los Alamos National Laboratory. Dr. Reynders received his undergraduate degree in mathematics from Rensselaer Polytechnic Institute, a Ph.D. in applied and computational mathematics from Princeton University, and an MBA from the Northwestern University Kellogg School of Management. In 2024, Dr. Reynders was brought to the attention of the Board through a professional search firm. Qualifications: We believe that Dr. Reynders is qualified to serve on our Board because he brings a diverse and impressive background, with significant leadership experience in both the biotech and pharmaceutical sectors. |

  17. NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    | MATTHEW WALSH Age: 58 | | | Director Since: 2020 Board Committees: ▪ Audit (Chair) | Current Public Company Directorships: None. Experience and Career Highlights: Mr. Walsh has served as Executive Vice President and Chief Financial Officer of Organon & Co. (“Organon”), a global pharmaceutical business, since June 2020. Prior to Organon, he served as Executive Vice President and Chief Financial Officer of Allergan, a publicly traded, global biopharmaceutical company, from 2018 until the sale of the company to Abbvie in 2020. From 2008 to 2018, Mr. Walsh served as Chief Financial Officer of Catalent, a global provider of delivery technologies, development, and manufacturing solutions to the life sciences industry. Before Catalent, from 2006 to 2008, he was President, Chief Financial Officer and Acting Chief Executive Officer at Escala Group, Inc. Qualifications: We believe that Mr. Walsh is qualified to serve on our Board because of his deep experience in the pharmaceutical industry, as well as his financial and accounting expertise. |

  18. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING

    CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING

  19. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING

    | ROSEMARY CRANE Age: 65 | | | Director Since: 2022 Committees: ▪ Compensation | Current Public Company Directorships: ▪ Teva Pharmaceutical Industries Limited, a provider of generics and biopharmaceuticals Experience and Career Highlights: Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. She was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb from 1982 to 2002, including as President of U.S. Primary Care and as President of Global Marketing and Consumer Products. Ms. Crane served on the board of directors of Catalent Pharma Solutions, Inc. from 2018 to January 2024. From 2015 to 2019, she served as Vice Chairman of the Board of Zealand Pharma A/S, and from 2017 to March 2019, she served on the board of directors of Edge Therapeutics. Ms. Crane received an M.B.A. from Kent State University and a B.A. in communications and English from the State University of New York. Qualifications: We believe Ms. Crane is qualified to serve on our Board due to her extensive experience in the pharmaceutical industry and her public-company board experience. |

  20. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING

    | WILLIAM FEEHERY Age: 55 | | | Director Since: 2019 Committees: None | Current Public Company Directorships: ▪ West Pharmaceutical Services, Inc., a manufacturer of packing components and delivery systems for pharmaceutical, biotech and medical device companies. Experience and Career Highlights: Dr. Feehery has served as Chief Executive Officer of Certara since June 2019. He joined Certara from DuPont, where he served from 2013 to 2019 as President of Industrial Biosciences, a global biotechnology business that experienced significant growth and profitability under his leadership. He started at DuPont in 2002 and served in a number of operating roles in high-growth businesses, and he also has previous experience in venture capital and as a consultant for BCG. He holds both a Ph.D. in chemical engineering and an MBA from MIT, was a Churchill Scholar at Cambridge University and received his BSE in chemical engineering from the University of Pennsylvania. His doctorate, awarded while he was the recipient of a National Science Foundation Fellowship, involved developing software and mathematical methods for modeling dynamic systems. Dr. Feehery also serves as a trustee of the Winston Churchill Foundation of the United States. Qualifications: We believe that Dr. Feehery is qualified to serve on our Board because of his extensive experience managing global technology businesses, together with his experience leading the Company as our Chief Executive Officer. |

  21. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING

    | STEPHEN MCLEAN Age: 67 | | | Director Since: 2013 Committees: ▪ Nominating and Corporate Governance | Current Public Company Directorships: None Experience and Career Highlights: Mr. McLean has served as a Partner at Arsenal Capital Partners, a private equity firm, since 2010. He currently serves on the board of directors of a number of private companies, including WCG Clinical, a clinical services organization to the pharmaceutical industry; CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs; 3DR Labs (previously Accumen, Inc.), a provider of technology-enabled solutions to optimize hospital radiology and imaging departments. Mr. McLean previously served as director of BioIVT, a provider of biospecimens for drug discovery; Lumanity, a provider of services to generate and communicate the value and effectiveness of drugs; TractManager Inc., a provider of contract and spend optimization solutions for hospitals and payers, and MaxHealth a value based provider of medical services in Florida. Prior to Arsenal, Mr. McLean was a co-founder of Merrill Lynch Capital Partners (and successor private equity funds) in 1984. He also has been a co-founder of several private life science and medical information technology companies. Mr. McLean is a co-founder and Chairman of the International Biomedical Research Alliance, a non-profit organization dedicated to training biomedical researchers in collaboration with the National Institutes of Health, Oxford and Cambridge Universities. Qualifications: We believe that Mr. McLean is qualified to serve on our Board because of his insight into the healthcare industry, gained from founding, investing in, and serving as a director of multiple healthcare companies as well as his knowledge of finance. |

  22. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

    CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

  23. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | JAMES CASHMAN III Age: 71 | | | Director Since: 2018; Chairman since December 1, 2021 Committees: ▪ Compensation ▪ Nominating and Corporate Governance | Current Public Company Directorships: ▪ None Experience and Career Highlights: Mr. Cashman served as Chairman of the board of directors of ANSYS Inc., an engineering simulation software company, from January 2017 until his retirement in April 2019. Prior to becoming Chairman of ANSYS, he was the Chief Executive Officer and a director of ANSYS from February 2000 to December 2016. Mr. Cashman also previously served on the board of directors of National Instruments Corp., a producer of automated test equipment and virtual instrumentation software. Qualifications: We believe that Mr. Cashman is qualified to serve on our Board because of his expertise in the areas of technology, financial operations, and sales management. |

  24. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | NANCY KILLEFER Age: 71 | | | Director Since: 2021 Committees: ▪ Compensation (Chair) ▪ Nominating and Corporate Governance | Current Public Company Directorships: ▪ Cardinal Health, Inc., a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. ▪ Meta Platforms, Inc. (f/k/a Facebook, Inc.), builds technologies that help people connect, find communities and grow businesses. Experience and Career Highlights: Ms. Killefer spent more than 15 years as a Senior Partner at McKinsey & Company. During that time, she was Director of the Washington, DC office and Managing Partner of the Public Sector Practice. Ms. Killefer left McKinsey & Company for three years in 1997 to serve as Assistant Secretary for Management, Chief Financial Officer, and Chief Operating Officer of the United States Department of the Treasury. Qualifications: We believe that Ms. Killefer is qualified to serve on our Board due to her extensive leadership and consulting expertise, and her public company board experience. |

  25. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | DAVID SPAIGHT Age: 66 | | | Director Since: 2022 Board Committees: ▪ Compensation | Current Public Company Directorships: None. Experience and Career Highlights: Mr. Spaight has served as an Operating Partner at Arsenal Capital, a private equity firm, since 2016. He currently serves on the board of directors of CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs. Mr. Spaight also served as Executive Chairman of the board of directors of BioIVT, LLP, a provider of biospecimens for drug discovery; Executive Chairman of OncoHealth, Inc., a provider of oncology utilization management and cancer care support services; and Executive Chairman of Accumen, a provider of 3D medical image post-processing and technology enabled solutions to optimize clinical laboratories and imaging departments. He previously served as Chairman and CEO of WIL Research, a global contract research organization (“CRO”), providing preclinical services to the biopharmaceutical industry; President of MDS Pharma Services, a global CRO providing services from early discovery through late-stage clinical trials; and senior executive roles with Fisher Scientific and PerkinElmer. Mr. Spaight also served as Chairman of the Association of Clinical Research Organizations (“ACRO”) and was a member of the ACRO Board for four years. Qualifications: We believe that Mr. Spaight is qualified to serve on our Board because of his insight into the life sciences industry, gained from over 35 years in leadership positions including multiple executive chairman roles. |

  26. CONTINUING DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

    PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 The Audit Committee periodically considers whether to rotate our independent auditor in order to assure continuing auditor independence. The Board and the members of the Audit Committee believe that the retention of RSM as the Company’s independent auditor for fiscal year 2025 is in the best interests of the Company and its stockholders. We expect that representatives of RSM will attend the 2025 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions. Although stockholder ratification is not required, we are submitting the appointment of RSM for ratification at the 2025 Annual Meeting to gather stockholders’ opinions. The Audit Committee will consider these opinions in its further deliberations. If RSM’s appointment is not ratified, the Audit Committee will evaluate the possibility of engaging other independent accountants. The Audit Committee retains the authority to terminate RSM’s engagement as our independent accountant at any time it deems appropriate without requiring stockholder approval.

  27. EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY

    | COMPONENT | RATIONALE | | Base salary | Provides a fixed and predictable level of cash compensation to our NEOs. | | Annual incentive bonuses | Provides a variable level of cash compensation, in addition to base salary, which is tied directly to annual financial goals, for both the overall business and specific business units, and individual performance. | | Long-term equity compensation | Provides long-term stock unit awards that vest based on a combination of time-based and performance-based requirements. | | Benefits and perquisites | Ensures broad-based employee benefits intended to attract and retain employees as well as provide retirement, health and welfare security, with limited perquisites. | | Severance and other benefits payable upon qualifying terminations of employment or a change of control | Encourages the continued attention and dedication of our NEOs and provides reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives. |

  28. Role of the Compensation Consultant

    Role of the Compensation Consultant From June 16, 2022 to October 21, 2024, Korn Ferry served as the Compensation Committee’s independent compensation consulting firm. On November 15, 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to act as its independent compensation consulting firm to provide guidance on the ongoing review of our executive compensation programs, including peer group development, benchmarking executive compensation and the design of short- and long-term incentive plans. In connection with this appointment, the Compensation Committee assessed Meridian’s independence and determined that they are independent, with no conflicts of interest arising from the work they have performed.

  29. Peer Group

    Peer Group Our 2024 peer group of 15 companies (the “2024 Peer Group”) was selected to include companies in the software, life sciences tools and services, and health care technology industries that are within a similar size range to ours, with comparable financial and employee metrics. Our 2024 Peer Group remained unchanged from the prior year and consisted of the following companies:

  30. Peer Group

    | ▪ AbCellera Biologics Inc. ▪ Accolade, Inc. ▪ Alkermes plc ▪ Altair Engineering Inc ▪ Computer Programs and Systems, Inc. ▪ Health Catalyst, Inc. ▪ HealthEquity, Inc. ▪ Medpace Holdings, Inc. | ▪ Model N, Inc. ▪ NextGen Healthcare, Inc. ▪ Omnicell, Inc. ▪ Qualys, Inc. ▪ Repligen Corporation ▪ Schrödinger, Inc. ▪ SPS Commerce, Inc. |

  31. Annual Incentive Bonus Plan

    Annual Incentive Bonus Plan The Annual Incentive Bonus Plan (“AIB Plan”) is designed to motivate our NEOs to achieve short-term performance goals and tie a portion of their annual cash compensation to the performance of the Company for that year. Each NEO is eligible for an annual bonus award under our annual cash-based AIB Plan. For fiscal year 2024, all our NEOs participated in the AIB Plan. The AIB Plan awards are determined using two principal factors: (i) an individual’s target bonus percentage, which is expressed as a percentage of his or her base salary (“Individual Target”); and (ii) a multiplying factor based on the achievement of certain corporate and divisional goals established by our Compensation Committee at the beginning of each year (“Multiplier”). As expressed formulaically, the bonus amount for each senior executive is determined as follows: Individual Target X Multiplier (which is based on and correlates to the achievement of divisional or corporate goals). The initial Individual Target for each NEO is established within each NEOs’ employment agreement and may be adjusted from time to time by the Compensation Committee in connection with such NEO’s promotion or performance. In setting or adjusting the applicable Individual Target, the Compensation Committee reviews the past performance of each NEO, contributions made to the Company, the annual benchmarking provided by our independent compensation consultant, and the relationship of pay levels to other senior executives at the Company. It then determines whether an Individual Target is deemed appropriate to increase focus on performance-based pay, ensure retention, and motivate performance against the Company’s strategic initiatives. The Individual Targets for our NEOs under the 2024 AIB Plan were unchanged from 2023, as set forth in the following table:

  32. Annual Incentive Bonus Plan

    | Name | 2024 Target Bonus (Expressed as a Percentage of Base Salary) | | William F. Feehery | 100% | | John E. Gallagher III | 50% | | Leif E. Pedersen | 55% | | Patrick F. Smith | 55% | | Robert A. Aspbury | 55% |

  33. Annual Incentive Bonus Plan

    For the 2024 AIB Plan, the Compensation Committee selected a combination of adjusted EBITDA and revenue as the key financial metrics for determining the Multiplier portion of the AIB Plan calculation, with adjusted EBITDA achievement contributing 80% relative weight to the Multiplier, and revenue achievement contributing 20% relative weight to the Multiplier. Adjusted EBITDA is defined as net income (loss) excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, intangible asset amortization, equity-based compensation expense, goodwill impairment expense, acquisition and integration expense, and other items not indicative of our ongoing operating performance. Each of the final annual adjusted EBITDA and revenue measures will be determined by the Compensation Committee, together with its review of the annual fiscal year consolidated financial statements, as qualified against targets. If the Company-wide adjusted EBITDA achievement is less than 90% of established target (regardless of revenue achievement), then no payment will be made under the AIB Plan. The financial achievement metrics are determined for the overall company and also determined for each business unit, with each NEO’s Multiplier calculated using fixed allocations, as between overall Company and/or business unit performance, applicable to the defined NEO roles, and described below. For Dr. Feehery and Mr. Gallagher, (i) 20% of their Multiplier under the AIB Plan was tied to the achievement of Company-wide financial metrics as qualified against targets and (ii) 80% was tied to the blended average financial metrics achievement of each of the divisions within the Company as qualified against targets (the “Blended Rate”). For Mr. Pedersen, Dr. Smith and Dr. Aspbury, (i) 20% of their Multiplier was based on Company-wide adjusted financial metrics achievement as qualified against targets, and (ii) 80% was based on the financial metrics achievement of the respective business unit each such individual leads as qualified against targets (the “Division Rate”). For each of the Blended Rate and the Division Rate, the financial metrics used to determine the applicable Multipliers are related to the adjusted EBITDA goal attainment and the revenue goal attainment, as measured for each business unit. In each case, the relative weighting allocates 80% of the Multiplier weighted towards adjusted EBITDA performance and 20% weighted towards revenue performance. These allocations were designed to (i) align Dr. Feehery’s and Mr. Gallagher’s focus equally distributed across the corporate functions and business units; and (ii) align the other NEOs’ primary focus on the business units that they lead, while still having an important stake in the overall success of Company. We believe that this approach encourages collaboration across the business units, as well as building our business in the interest of “one Certara” at the enterprise level. For 2024, the amounts paid to the NEO participants under the 2024 AIB Plan were calculated by multiplying each NEO participant’s Individual Target by the Multiplier tied to either the Blended Rate or Division Rate. For achievement above a minimum threshold level of the adjusted EBITDA and revenue goals, the Multiplier was based on a pre-determined scale (with a range of 50% to 200% as applied to adjusted EBITDA thresholds and with a range of 50% to 150% as applied to revenue thresholds), and below a threshold scale then no credit is given for such measure, whereby the final bonus may be adjusted by the Compensation Committee outside the pre-determined scale to reflect overall individual and Company performance. In March 2025, the Compensation Committee approved final aggregate funding of the AIB Plan. In making its determination, the Compensation Committee considered the Company’s and each applicable business unit’s performance relative to each of the performance measures, Company-wide performance over the prior year, and other factors. The Company-wide adjusted EBITDA achievement in fiscal 2024 of $122.0 million exceeded 90% of target, crossing the minimum threshold for any payment under the AIB Plan. With respect to achievement of the various performance measures that comprise the Multiplier portion of the AIB, the Committee considered that, while each business unit did not achieve 100% of target, the results were above the minimum incentive threshold, with all business unit scores and the corporate scores achieving tiered weighting amounts above a 74% Multiplier, with the exception of one business unit, which scored an individual score of 63%, which was applied to its Division Rate and achieved a Multiplier of 65.2% after factoring in Company-wide performance. In addition, the Committee also considered the Company’s strong financial performance, including improvements in total revenue (including each of software revenue and service revenue), total bookings (including each of software bookings and service booking), net income (loss) and diluted earnings per share in the twelve months ended December 31, 2024, as compared to the prior year. In its calculations for the 2024 AIB Plan, in connection with the NEO awards, the Compensation Committee did not make any discretionary revisions to scheduled and tiered rates fixed under the AIB Plan structure or total bonus amounts awarded outside of the underlying award calculation framework of the AIB Plan. In light of the foregoing, the following table illustrates the calculation of the bonuses payable to our NEOs under the 2024 AIB Plan, based on the applicable Multiplier. In determining actual payout amounts, the Compensation Committee started with the approved AIB funding amount as the baseline for these awards for the NEOs and then assessed the financial performance on a Company-wide and separate business unit basis for the fiscal year ended December 31, 2024.

  34. Annual Incentive Bonus Plan

    | Name | 2024 Base Salary ($) | 2024 Target Bonus (%) | Target Bonus Amount ($) | Applicable Multiplier | Total Bonus Paid ($) | | William F. Feehery | 795,675 | 100 | 795,675 | 74.0% | 588,799 | | John E. Gallagher III | 592,249 | 50 | 296,125 | 74.0% | 219,132 | | Leif E. Pedersen | 444,281 | 55 | 244,355 | 74.0% | 180,822 | | Patrick F. Smith | 440,171 | 55 | 242,094 | 65.2% | 157,845 | | Robert A. Aspbury | 378,167 | 55 | 207,992 | 93.0% | 193,432 |

  35. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards We believe that successful performance over the long term is aided by the use of equity-based awards, which create an ownership culture among our employees and provides an incentive to contribute to the continued growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our business. The Compensation Committee has adopted a long-term equity structure that annually awards NEOs market-based equity opportunity in the form of time-based RSUs and PSUs (the “LTI Plan”). All RSUs and PSUs that vest under an annual LTI Plan are settled in shares of common stock. For the 2024 LTI Plan, 40% of the LTI value granted to NEOs was allocated to RSUs, and 60% was allocated to PSUs. Fiscal 2024 Grants On April 1, 2024, under the 2024 LTI Plan, we granted RSUs and target PSUs to each of our NEOs as follows:

  36. Long-Term Equity Incentive Awards

    | Name | 2024 Long-Term Incentive Value(1) | Long-Term Incentive as a Percentage of Base Salary | RSUs | Target PSUs | | William F. Feehery | $5,815,316 | 731% | 124,779 | 187,168 | | John E. Gallagher III | $2,123,846 | 359% | 45,571 | 68,357 | | Leif E. Pedersen | $1,415,897 | 319% | 30,381 | 45,571 | | Patrick F. Smith | $1,415,897 | 322% | 30,381 | 45,571 | | Robert A. Aspbury | $1,415,897 | 374% | 30,381 | 45,571 |

  37. Long-Term Equity Incentive Awards

    (1) The grant date value shown in this column is based on the number of RSUs and target PSUs granted multiplied by the closing stock price on the day before the grant date (April 1, 2024). The number of RSUs and PSUs granted on the grant date was determined based on the following dollar values, divided by $18.4326, which was the VWAP for the thirty calendar day period prior to the grant date of April 1, 2024: William F. Feehery: $5,750,000; John E. Gallagher III: $2,100,000; Leif E. Pedersen: $1,400,000; Patrick F. Smith: $1,400,000; and Robert A. Aspbury: $1,400,000. The number of equity-based awards granted to each NEO was determined by taking into consideration each NEO’s total direct compensation and alignment to our philosophy of at or above market median total for compensation and equity. The RSUs granted in 2024 vest annually on the anniversary of the grant date in three equal amounts (one-third each) over the three-year period following the date of grant. The PSUs granted in 2024 are subject to the Company achieving certain financial performance goals over a three-year performance period comprised of fiscal years 2024, 2025, and 2026 (the “Performance Period”). The PSUs are bifurcated into two equal tranches: “Tranche I” PSUs are subject to a performance condition based on annual revenue achievement; and ▪ “Tranche II” PSUs are subject to a performance condition based on annual adjusted EBITDA achievement. The revenue and adjusted EBITDA targets for each year of the performance period are established by the Compensation Committee on an annual basis. For each Tranche, there is a threshold, target, and maximum level of achievement. A “Weighted Percentage” is then ascribed to the applicable level of achievement, starting at 50% for threshold achievement, 100% for target achievement, and 200% for maximum achievement. Any performance achievement under 50% is ascribed a weighted percentage of 0% and any performance achievement above maximum is ascribed a performance achievement of 200%. Unless otherwise determined by the Compensation Committee, if actual performance with respect to any Tranche is between (i) threshold and target or (ii) target and maximum levels of achievement, the Weighted Percentage is determined using linear interpolation between such numbers, rounding to the nearest whole percentage point. Regardless of the level of achievement for any of the fiscal years during the Performance Period, if the adjusted EBITDA margin of the Company averages less than 20% over the first two fiscal years of the Performance Period, all PSUs will be automatically forfeited. Following the end of the Performance Period, the Compensation Committee will determine (i) the final Weighted Percentage with respect to each Tranche of PSUs by taking the average Weighted Percentages calculated for each fiscal year of the Performance Period and (ii) the adjustment to the final number of PSUs distributed, which will equal the sum of (a) the number of Tranche I PSUs multiplied by the final Weighted Percentage applicable to Tranche I PSUs multiplied by (c) a quotient, the numerator of which is the PSU recipients’ number of full years of employment during the performance period and the denominator of which is three (rounded up to the nearest whole unit), plus (x) the number of Tranche II PSUs multiplied by (b) the final Weighted Percentage applicable to Tranche II PSUs multiplied by (c) the quotient, the numerator of which is the PSU recipients’ number of full years of employment during the Performance Period and the denominator of which is three (rounded up to the nearest whole unit). The total number of PSUs resulting from the foregoing calculation (“Earned PSUs”) will then be modified by the Company’s total stockholder return (“TSR”) performance relative to the Company’s peer group TSR (the “rTSR Ranking”) for the Performance Period. If the rTSR Ranking is at a level anywhere within the 25th percentile to the 75th percentile, the Earned PSUs will not be adjusted. If rTSR Ranking is achieved at a level greater than the 75th percentile, the Earned PSUs will be adjusted upward by +20% (i.e. a multiple of 1.2). If the rTSR Ranking is within the 25th percentile, the Earned PSUs will be adjusted downward 20% (i.e., a multiple of 0.8). Vesting of Restricted Stock, Restricted Stock Units, Performance Stock Units During Fiscal Year 2024 As discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards Table — Pre-IPO Class B Units and Converted Restricted Stock,” prior to our December 2020 IPO (the “IPO”), long-term equity incentive awards were granted to our NEOs under the Company’s prior equity incentive plan in the form of Class B Profits Interest Units (“Class B Units”), which were 50% time-vesting and 50% performance-vesting. In connection with the IPO, all outstanding Class B Units were converted into shares of restricted stock granted under 2020 Incentive Plan, with the unvested Class B Units being converted into time-based restricted common stock. For all recipients of Class B Units that were converted into time-based restricted common stock that remains unvested, the vesting period was five years (20% per year, with annual cliff vesting) from the date of the original grant. Because the performance vesting portion of the Class B Units was primarily based on the cash-on-cash return on investment of the prior controlling partner of the Company, the timing of which was outside the control of management, the Board and Compensation Committee at the time felt that it was more equitable and incentivizing to tie all post-IPO vesting to continued employment with the Company. As discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Post-IPO Awards,” our NEOs were awarded PSUs and RSUs in 2022, 2023, and 2024 under our 2020 Incentive Plan. One-third of the RSUs granted to our NEOs on April 1, 2022, vested on April 1, 2023 with another third vesting on April 1, 2024. One-third of the RSUs granted to our NEOs on April 1, 2023, vested on April 1, 2024. The PSUs granted in 2022, 2023, and 2024 will not be distributed until after the end of the applicable Performance Period (three fiscal years for each grant), but, as of January 1, 2024, each NEO who received a PSU grant in 2022 and 2023 is entitled to two-thirds of the 2022 “Earned PSUs” (as such term is defined in the PSU Award Agreements), and one-third of the 2023 Earned PSUs, as determined after the end of the respective Performance Period. With respect to the PSU awards granted in 2022, total shares earned by the NEOs at the end of the performance period resulted from the Company’s performance across two metrics: revenue and unlevered free cash flow. In the first year of the performance period, the Company slightly exceeded the revenue target and the unlevered free cash flow threshold but did not meet the thresholds for either measure in the second and third performance years. Based on a weighted payout factor of 27.3%, the following table shows the payouts for the 2022-2024 PSU awards under the 2022 LTI Plan, distributed on April 1, 2025.

  38. Long-Term Equity Incentive Awards

    | NEO | PSUs Target (#) | Weighted Percentage | Total Shares Distributed/Earned | | William F. Feehery | 109,740 | 27.3% | 29,960 | | John E. Gallagher III(1) | — | — | — | | Leif E. Pedersen | 25,939 | 27.3% | 7,082 | | Patrick F. Smith | 25,939 | 27.3% | 7,082 | | Robert A. Aspbury | 25,939 | 27.3% | 7,082 |

  39. Long-Term Equity Incentive Awards

    (1) Mr. Gallagher was not eligible for the 2022-2022 PSU award, as he joined Certara on April 1, 2023.

  40. Benefits and Perquisites

    Benefits and Perquisites While our compensation philosophy focuses on performance-based forms of compensation while providing only minimal executive benefits and perquisites, we also provide to all our employees, including our NEOs, broad-based, non-cash compensation, such as employee benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security, which include: ▪ U.S. 401(k) Plan. We maintain a tax-qualified defined contribution 401(k) savings plan (the “401(k) Plan”), in which all our U.S.-based employees, including our U.S.-based NEOs, are eligible to participate. The 401(k) Plan allows participants to contribute up to 100% of their compensation on a pre-tax basis into individual retirement accounts, subject to the maximum annual limits set by the Internal Revenue Service. The 401(k) Plan also allows the Company to make employer matching contributions. The Company has historically made employer matching contributions of up to 50% of our employees’ deferral, limited to the first 6% of each employee’s compensation, except for one division for which we match 100% of our employees’ deferral up to 6% of compensation. Participants’ contributions to the 401(k) Plan are immediately fully vested. Participants vest in the matching contributions we make to their accounts after four years of service at a rate of 25% per year, except for one division in which they fully vest after three years of service. ▪ U.K. Pension Plan. The Company also operates a Group Personal Pension Plan covering all U.K. employees, including our UK-based NEO, Dr. Aspbury. Employees are auto-enrolled in the plan who are at least 22 years of age and are paid more than £10,000 a year, up to the State Pension Age. However, all employees who are between the ages of 16 and 75 can elect to join the plan. The Company contributes an additional 8% of salary for those employees who have registered for the Group Personal Pension Plan, which exceeds their duties under U.K. auto enrolment legislation. Health and Welfare Benefits. Our U.S.-based employees, including our U.S.-based NEOs, are generally eligible to participate in our health and welfare benefit plans, which offer medical, dental, vision, life, and disability insurance coverage, dependent care flexible spending accounts, and health savings and health reimbursement accounts. We also offer a voluntary legal plan and voluntary disability coverage. Other Benefits and Perquisites. There are no additional benefits or perquisites offered at this time other than those specifically mentioned in this Compensation Discussion & Analysis. For example, we do not currently sponsor any retiree medical or pension benefit plans, club memberships, automobile allowances, use of corporate aircraft for personal travel, or any other personal benefits. Severance and Change of Control Benefits. We do not have a formal severance policy. However, we do provide severance benefits to our NEOs as set forth in their respective employment agreements in order to offer competitive total compensation packages and further our executive attraction and retention efforts. Our NEOs’ employment agreements provide for severance payments and benefits upon a termination of employment without cause or a resignation by the executive for good reason (“Qualifying Termination”). See “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control,” which describes the payments to which each of the NEOs may be entitled to under their respective employment agreements. In addition, our equity awards provide for accelerated vesting upon certain termination events and as more fully described below under “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control.”

  41. Tax, Accounting, and Regulatory Considerations

    Tax, Accounting, and Regulatory Considerations Under the Tax Cuts and Jobs Act, companies may not deduct “performance-based” compensation in excess of $1 million to NEOs under Section 162(m) of the Internal Revenue Code (the “Code”). We consider tax implications when making decisions on executive compensation However, we may choose to provide compensation that is not fully tax deductible if we believe it serves the best long-term interests of our stockholders. We also consider other regulatory provisions when making executive compensation decisions, such as Section 409A of the Code, which pertains to non-qualified deferred compensation, and Section 280G of the Code regarding compensation pursuant to a change in control. Additionally, we follow the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock: Compensation (“Topic 718”) for our stock-based compensation awards. Topic 718 requires companies to calculate the grant date “fair value” of their stock option grants using a variety of assumptions, as well as the grant date “fair value” of their other stock-based awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executives may never realize any value from their options or other stock-based awards. Topic 718 also requires companies to recognize the compensation cost of their stock option grants and other stock-based awards in their income statements over the period in which an executive is required to render service in exchange for vesting of the option or other award. When determining the types and amounts of equity compensation granted to the NEOs, the Compensation Committee considers the advantages and disadvantages of various equity vehicles, such as stock options, RSUs and PSUs. As part of this consideration, the Compensation Committee considers the overall program cost, which includes the associated compensation expense for financial reporting purposes.

  42. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. During fiscal year 2024, we did not grant option awards to our NEOs during the period beginning four business days prior to and ending the one business day following the filing of our periodic reports on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses material non-public information. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation in fiscal year 2024.

  43. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid or accrued to our CEO, CFO, and the three other most highly compensated executive officers who served in these roles at the end of the fiscal year. Collectively referred to as our NEOs, this information covers services rendered over the past three years.

  44. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Equity Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | William F. Feehery Chief Executive Officer | 2024 | 795,675 | — | 5,815,316 | 588,799 | 19,825 | 7,219,615 | | | 2023 | 795,675 | — | 6,485,296 | 509,232 | 19,825 | 7,810,028 | | | 2022 | 795,675 | — | 4,883,430 | 543,048 | 12,172 | 6,234,325 | | John E. Gallagher III SVP and CFO | 2024 | 592,250 | — | 2,123,846 | 219,132 | 13,372 | 2,948,600 | | | 2023 | 431,250 | 435,750 | 3,173,290 | 184,000 | 17,854 | 4,242,144 | | Leif E. Pedersen President, Chief Commercial Officer | 2024 | 444,281 | — | 1,415,897 | 180,822 | 15,624 | 2,056,624 | | | 2023 | 427,193 | — | 1,532,907 | 162,120 | 19,800 | 2,142,020 | | | 2022 | 406,850 | — | 1,154,286 | 209,528 | 9,150 | 1,779,814 | | Patrick F. Smith President, Certara Drug Development Solutions | 2024 | 440,171 | — | 1,415,897 | 157,845 | 14,163 | 2,028,076 | | | 2023 | 400,155 | — | 1,840,557 | 165,064 | 16,803 | 2,422,579 | | | 2022 | 381,100 | — | 1,154,286 | 231,328 | 9,150 | 1,775,864 | | Robert A. Aspbury President, Certara Predictive Technologies | 2024 | 378,167 | — | 1,415,897 | 193,432 | 29,770 | 2,017,266 | | | 2023 | 337,649 | — | 1,532,907 | 187,564 | 27,012 | 2,085,132 | | | 2022 | 305,496 | — | 1,154,286 | 185,382 | 27,209 | 1,672,373 |

  45. SUMMARY COMPENSATION TABLE

    (1) Mr. Gallagher was not an NEO in 2022. (2) The amounts reported in this column for 2024 reflect the aggregate grant date fair value of RSUs and PSUs granted on April 1, 2024. See Note 2 (“Summary of Significant Accounting Policies — (r) Equity-Based Compensation”) and Note 12 (“Equity-Based Compensation”) to our audited consolidated financial statements in our 2024 Annual Report on Form 10-K for a discussion of the valuation of our equity-based awards. (3) The value of the 2024 awards at the grant date (which included 40% RSUs and 60% target PSUs) assuming the highest level of performance conditions will be achieved is as follows for: (i) Dr. Feehery: $8,984,070; (ii) Mr. Gallagher: $3,281,130; (iii) Mr. Pedersen: $2,187,414; (iv) Dr. Smith: $2,187,414; and (v) Dr. Aspbury: $2,187,414. Amounts shown represent annual payments under our AIB Plan earned for the fiscal year based on the achievement of financial and strategic performance objectives established by our Compensation Committee at the start of the fiscal year. See “Compensation Discussion & Analysis — Annual Incentive Bonus Plan” above. The table below shows the components of this column:

  46. SUMMARY COMPENSATION TABLE

    | Name | Life Insurance Premiums | 401(k) Plan Match | Executive Disability Premiums | Other | Total | | W. Feehery | $3,022 | $9,900 | $6,903 | — | $19,825 | | J. Gallagher III | — | $6,832 | $6,540 | — | $13,372 | | L. Pedersen | — | $8,196 | $7,429 | — | $15,624 | | P. Smith | — | $7,260 | $6,903 | — | $14,163 | | R. Aspbury | — | — | — | $29,770(a) | $29,770 |

  47. SUMMARY COMPENSATION TABLE

    (a) Reflects the amount the Company paid towards Dr. Aspbury’s pension in the United Kingdom.

  48. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides details on awards granted under the Company’s plans for fiscal year ended December 31, 2024. It includes information on potential and future payouts from non-equity incentive plan awards as well as and equity incentive plan awards of RSUs and PSUs.

  49. Grants of Plan-Based Awards

    | Name | Approval Date | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Equity Incentive Plan Awards Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards(1) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | W. Feehery(2) | | | 397,838 | 795,675 | 1,591,350 | | | | | | (3) | 3/28/2024 | 4/1/2024 | | | | 93,584 | 187,168 | 374,336 | $3,569,294 | | (4) | 3/28/2024 | 4/1/2024 | | | | | 124,779 | | $2,246,022 | | J. Gallagher III(2) | | | 148,062 | 296,125 | 592,249 | | | | | | (3) | 3/28/2024 | 4/1/2024 | | | | 34,179 | 68,357 | 136,714 | $1,303,568 | | (4) | 3/28/2024 | 4/1/2024 | | | | | 45,571 | | $820,278 | | L. Pedersen(2) | | | 122,177 | 244,355 | 488,709 | | | | | | (3) | 3/28/2024 | 4/1/2024 | | | | 22,786 | 45,571 | 91,142 | $869,039 | | (4) | 3/28/2024 | 4/1/2024 | | | | | 30,381 | | $546,858 | | P. Smith(2) | | | 121,047 | 242,094 | 484,188 | | | | | | (3) | 3/28/2024 | 4/1/2024 | | | | 22,786 | 45,571 | 91,142 | $869,039 | | (3) | 3/28/2024 | 4/1/2024 | | | | | 30,381 | | $546,858 | | R. Aspbury(2) | | | 103,996 | 207,992 | 415,984 | | | | | | (3) | 3/28/2024 | 4/1/2024 | | | | 22,786 | 45,571 | 91,142 | $869,039 | | (4) | 3/28/2024 | 4/1/2024 | | | | | 30,381 | | $546,858 |

  50. Grants of Plan-Based Awards

    (1) This column reflects the aggregate grant date fair value of the RSU awards and PSU awards, as applicable, granted to each NEO in the 2024 fiscal year without any reduction for risk of forfeiture as calculated in accordance with Topic 718 as of the date of grant. The grant date fair value of the PSUs is shown at target performance. This row reflects the potential payouts for grants of annual incentive awards under the Company’s AIB Plan for performance during the fiscal year ended December 31, 2024. Each of the NEOs is assigned a target bonus, which is a percentage of the NEO’s base salary at the end of the fiscal year. The actual amounts of annual incentive bonus awards paid in April 2025 for performance in the 2024 fiscal year are disclosed in the Non-Equity Incentive Plan Compensation column and related footnote of the Summary Compensation Table above. For more information regarding the terms of these annual incentive bonus awards, please see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Annual Incentive Bonus Plan.” (3) This row shows the threshold, target, and maximum number of PSUs awarded in 2024. Each PSU award was granted with a target number of units, with actual payments based upon the achievement of performance targets. The PSU grants were made under the 2020 Incentive Plan. PSUs are determined based on average performance metrics for fiscal years 2024, 2025, and 2026 and will be distributed in early 2027. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Annual Incentive Bonus Plan — Fiscal 2024 Grants.” (4) This row shows the number of RSUs awarded in 2024. The RSU grants were made under the 2020 Incentive Plan and vest in three equal installments on April 1, 2025, 2026, and 2027, subject to continued employment, employment agreements, and award terms, as applicable. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Annual Incentive Bonus Plan — Fiscal 2024 Grants.”

  51. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  52. OUTSTANDING EQUITY AWARDS AT 2024 YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR END

  53. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The table below provides details on the outstanding awards granted to our NEOs as of the end of the 2024 fiscal year.

  54. Outstanding Equity Awards at December 31, 2024

    | | | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Pan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | William F. Feehery | — | — | 227,799(2) | 2,426,059 | | William F. Feehery | | | 336,656(3)(4) | 3,585,386 | | John E. Gallagher III | — | — | 85,500(5) | 910,575 | | John E. Gallagher III | | | 125,205(6) | 1,333,433 | | Leif E. Pederson | 51,224(7) | 545,536 | 54,732(8) | 582,896 | | Leif E. Pederson | | | 80,905(4)(9) | 861,638 | | Patrick F. Smith | — | — | 69,035(10) | 735,223 | | Patrick F. Smith | | | 80,905(4)(9) | 861,638 | | Robert A. Aspbury | 31,069(11) | 330,885 | 54,732(12) | 582,896 | | Robert A. Aspbury | | | 80,905(4)(9) | 861,638 |

  55. Outstanding Equity Awards at December 31, 2024

    (1) Calculated using the closing market price of common stock on the Nasdaq on December 31, 2024, of $10.65 per share. (2) For Dr. Feehery, the number in this column includes: (i) 36,580 RSUs, unvested as of December 31, 2024, from an initial grant of 109,740 RSUs awarded on April 1, 2022 with the vesting schedule completed as of April 1, 2025; (ii) 66,440 RSUs, unvested as of December 31, 2024, from an initial grant of 99,659 RSUs awarded on April 1, 2023, with one-third having vested on each of April 1, 2024 and April 1, 2025 and the final one-third scheduled to vest on April 1, 2026; and (iii) 124,779 RSUs, unvested as of December 31, 2024, awarded on April 1, 2024, with one-third having vested on April 1, 2025, and the remaining two-thirds are scheduled to vest in one-third increments on April 1, 2026 and April 1, 2027. (3) The number in this column includes: (i) 109,740 target PSUs granted on April 1, 2022; (ii) 149,488 target PSUs granted on April 1, 2023; and (iii) 187,168 target PSUs granted on April 1, 2024. (4) The payout of these target PSUs is contingent upon meeting specific performance metrics established in advance. If the performance goals are met, the target PSUs are expected to be paid in 2025, 2026, and 2027 for the grants made on April 1, 2022, April 1, 2023, and April 1, 2024, respectively. Each payout is also subject to the conditions of the award. For Mr. Gallagher, the number in this column includes: (i) 14,663 RSUs, unvested as of December 31, 2024, from an initial grant of 29,326 RSUs awarded on April 1, 2023, with the first half having vested as on April 1, 2024, with the vesting schedule completed as of April 1, 2025; (ii) 25,266 RSUs, unvested as of December 31, 2024, from an initial grant of 37,898 RSUs awarded on April 1, 2023, with one-third having vested on each of April 1, 2024 and April 1, 2025 and the final one-third scheduled to vest on April 1, 2026; and (iii) 45,571 RSUs, unvested as of December 31, 2024, awarded on April 1, 2024, with one-third having vested on April 1, 2025 and the remaining two-thirds are scheduled to vest in one-third increments on April 1, 2026 and April 1, 2027. (6) The number in this column includes (i) 56,848 target PSUs granted on April 1, 2023; and (ii) 68,357 target PSUs granted on April 1, 2024. The payout of these target PSUs is contingent upon meeting specific performance metrics established in advance. If the performance goals are met, the target PSUs are expected to be paid in 2026 and 2027 for the grants made on April 1, 2023, and April 1, 2024, respectively. (7) For Mr. Pedersen, the number in this column includes 51,224 shares of restricted stock from an initial award of 256,118 shares granted on September 9, 2020. The restricted stock vests in five equal installments, with the final 51,224 shares scheduled to vest on September 9, 2025. (8) For Mr. Pedersen, the number in this column includes: (i) 8,647 RSUs, unvested as of December 31, 2024, from an initial grant of 25,939 RSUs awarded on April 1, 2022, with the vesting schedule completed as of April 1, 2025; (ii) 15,704 RSUs, unvested as of December 31, 2024, from an initial grant of 23,556 RSUs awarded on April 1, 2023, with one-third having vested on April 1, 2025 and the final one-third scheduled to vest on April 1, 2026; and (iii) 30,381 RSUs, unvested as of December 31, 2024, awarded on April 1, 2024, with one-third having vested on April 1, 2025. The remaining two-thirds are scheduled to vest in one-third increments on April 1, 2026 and April 1, 2027. (9) The number in this column includes (i) 25,939 target PSUs granted on April 1, 2022; (ii) 35,334 target PSUs granted on April 1, 2023; and (iii) 45,571 target PSUs granted on April 1, 2024. (10) For Dr. Smith, the number in this column includes: (i) 8,647 RSUs, unvested as of December 31, 2024, from an initial grant of 25,939 RSUs awarded on April 1, 2022, with the vesting schedule completed as of April 1, 2025; (ii) 15,704 RSUs, unvested as of December 31, 2024, from an initial grant of 23,556 RSUs awarded on April 1, 2023, with one-third having vested on April 1, 2025, and the final one-third scheduled to vest on April 1, 2026; (iii) 14,303 RSUs, unvested as of December 31, 2024, from an initial grant of 21,454 RSUs awarded on October 5, 2023, with the remaining two-thirds scheduled to vest in one-third increments on October 5, 2025 and October 5, 2026; and (iv) 30,381 RSUs awarded on April 1, 2024, with one third-having vested on April 1, 2025. The remaining two-thirds are scheduled to vest in one-third increments on April 1, 2026 and April 1, 2027. (11) For Dr. Aspbury, the number in this column includes 31,069 shares of restricted stock, unvested as of December 31, 2024, from an initial award of 155,342 shares granted on August 31, 2020. The restricted stock vests in five equal installments, with the final 31,069 shares scheduled to vest on August 31, 2025. For Dr. Aspbury, the number in this column includes: (i) 8,647 RSUs, unvested as of December 31, 2024, from an initial grant of 23,939 RSUs awarded on April 1, 2022, with the vesting schedule completed as of April 1, 2025; (ii) 15,704 RSUs, unvested as of December 31, 2024, from an initial grant of 23,556 RSUs awarded on April 1, 2023, with one-third having vested on April 1, 2025 and the final one-third scheduled to vest on April 1, 2026; and (iii) 30,381 RSUs, unvested as of December 31, 2024, awarded on April 1, 2024, with one-third having vested on April 1, 2025. The remaining two-thirds are scheduled to vest in one-third increments on April 1, 2026 and April 1, 2027.

  56. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the amounts received by our NEOs upon exercise of options or similar instruments or the vesting of stock or similar instruments during our most recent fiscal year.

  57. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | William F. Feehery(2) | 190,523 | 3,404,220 | | John E. Gallagher III(3) | 27,295 | 488,035 | | Leif E. Pedersen(4) | 91,207 | 1,317,983 | | Patrick F. Smith(5) | 39,570 | 649,301 | | Robert A. Aspbury(6) | 114,682 | 1,726,397 |

  58. OPTION EXERCISES AND STOCK VESTED

    (1) Calculated using the closing market price of common stock on the Nasdaq on the vesting date (or the prior date closing if the vesting falls on a weekend or holiday). (2) The totals for Dr. Feehery include: (a) 30,400 shares of restricted stock that vested during the year, (b) 59,799 PSUs that vested on March 5, 2024 and (c) 100,324 RSUs that vested on April 1, 2024. For fiscal year 2024, Dr. Feehery’s restricted stock had the following vesting dates and stock prices: January 31 ($16.16); February 29 ($16.88); March 28 ($17.88); April 30 ($17.11); May 31 ($16.95); June 28 ($13.85); July 31 ($15.61); and August 31 ($12.25). The stock price was $18.88 when the PSUs vested on March 5, 2024 and $17.88 when the RSUs vested on April 1, 2024. (3) The total for Mr. Gallagher includes 27,295 RSUs that vested on April 1, 2024 with a stock price of $17.88 on the vesting date. (4) The totals for Mr. Pedersen include: (a) 51,224 shares of restricted stock that vested on September 9, 2024, (b) 15,548 PSUs that vested on March 5, 2024, and (c) 24,435 RSUs that vested on April 1, 2024. For fiscal year 2024, the stock price was $11.47 when the restricted stock vested on September 9, 2024, $18.88 when the PSUs vested on March 5, 2024 and $17.88 when the RSUs vested on April 1, 2024. (5) The totals for Dr. Smith include: (a) 11,037 shares of restricted stock that vested on April 16, 2024, and (b) 21,382 RSUs that vested on April 1, 2024 and 7,151 RSUs that vested on October 4, 2024. For fiscal year 2024, the stock price was (a) $17.07 when the restricted stock vested on April 16, 2024, (b) $17.88 when the RSUs vested on April 1, 2024, and (c) $10.99 when the RSUs vested on October 4, 2024. (6) The totals for Dr. Aspbury include: (a) 74,698 shares of restricted stock that vested during the year, (b) 15,549 PSUs that vested on March 5, 2024, (c) 22,603 RSUs that vested on April 1, 2024, and (d) 1,832 RSUs that vested on July 1, 2024. For fiscal year 2024, the restricted stock for Dr. Aspbury had the following vesting dates and stock prices: April 16 ($17.44), August 31 ($12.25), and November 8 ($11.03). The stock price was $18.88 when the PSUs vested on March 5 and $17.88 and $13.85 when the RSUs vested on April 1, 2024, and July 1, 2024, respectively.

  59. Potential Payments to NEOs Upon Termination of Employment or Change of Control

    Potential Payments to NEOs Upon Termination of Employment or Change of Control The information provided below outlines and estimates the compensation that would be payable under various plans and arrangements if each NEO’s employment had ended on December 31, 2024. This estimate is based on the NEO’s compensation as of that date and the terms of their employment agreement and arrangements in effect at that time. Below you will find a description of the provisions governing payments as well as any significant conditions or obligations related to receiving them. The figures in the table do not include payments and benefits that are provided to all salaried employees upon termination of employment, as long as these benefits are not more favorable in scope, terms, or application for the NEOs compared to other employees. Benefits Payable as a Result of Voluntary Termination of Employment by Employee, Termination of Employment by Employee Due to Retirement or by the Company for Cause. In the event of a voluntary termination of employment, retirement or termination by the Company for cause, no NEO would have been entitled to any payments at December 31, 2024.

  60. CEO PAY RATIO

    CEO PAY RATIO We are providing the ratio of the total annual compensation of our CEO to the total annual compensation of our median compensated employee (“median employee”). Item 402 of Regulation S-K generally requires us to identify the “median employee” only once every three years, and Certara last identified its median employee for fiscal 2022. As permitted by the SEC’s pay ratio rules, we used the same median employee to calculate our fiscal 2024 pay ratio that we used to calculate our fiscal 2022 pay ratio, as we believe that there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. Our determination of which employee was the median employee for compensation purposes was based on compensation data for all employees (other than our CEO) as of October 1, 2022 (the “Determination Date”), which was in the last three months of our 2022 fiscal year. Our employee population as of the Determination Date consisted of 1,175 individuals in the United States and in international locations (including our consolidated subsidiaries) who were employed by us on a full-time, part-time, or seasonal basis, including employees on a leave of absence. Contractors and other non-employees were not included in our employee population. To identify the median-paid employee among our employees (other than the CEO), we used total cash compensation, based on our payroll data, which includes regular base pay, overtime pay, retroactive pay, and any cash bonuses and commissions, for the trailing twelve-month period preceding October 1, 2022 (“Determination Period”). We annualized the cash compensation for those employees who were hired during that Determination Period. For employees who qualify and participate in our annual bonus program but did not receive a bonus in 2022 for their 2021 contributions due to starting employment in the fourth quarter of 2021, we assumed and included an estimated annual bonus using bonus target amounts aligned with applicable job position/title. The compensation data did not include the value of any equity grants. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the average monthly foreign exchange rate in effect for each month during the Determination Period. We did not make any cost-of-living adjustments for employees outside of the United States. After identifying the median employee as of the Determination Date, we calculated annual total compensation for such employee using the same methodology we use to determine Dr. Feehery’s annual total compensation in the Summary Compensation Table for fiscal year 2022. We did not include the compensation provided under non-discriminatory benefit plans for either the median employee or Dr. Feehery. The results of our calculations are as follows: ▪ Our median employee’s annual compensation is $145,240. ▪ Dr. Feehery’s annual total compensation is $7,219,615. ▪ The ratio of Dr. Feehery’s total annual compensation to that of our median employee’s total annual compensation for fiscal 2024 is 50:1. For additional information about the compensation of our CEO, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. We believe this ratio is a reasonable estimate, calculated in a manner consistent with SEC rules, based on our payroll and employment records and the methodology described above. In selecting the median employee, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  61. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  62. PAY VERSUS PERFORMANCE

    | Year(1) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(2)(5) | Average Compensation Actually Paid to Non-CEO Named Executive Officer(2)(5) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income | Company- Selected Measure: Adjusted EBITDA(6) | | | | | | | Total Share-holder Return | Peer Group Total Share-holder Return(4) | | | | 2024(7) | $7,219,615 | $2,037,690 | $2,306,748 | $256,571 | $27.97 | $82.64 | $(12,051,000) | $122,046,000 | | 2023 | $7,810,028 | $4,396,333 | $2,212,277 | $1,415,136 | $46.19 | $79.94 | $(55,357,000) | $123,108,000 | | 2022 | $6,234,325 | $(4,571,474) | $1,905,302 | $(1,519,004) | $42.21 | $82.12 | $14,731,000 | $120,174,000 | | 2021 | $6,244,695 | $2,332,290 | $2,028,857 | $798,169 | $74.63 | $116.62 | $(13,266,000) | $103,713,000 | | 2020 | $3,626,241 | $71,866,945 | $1,837,169 | $12,730,099 | $88.55 | $104.12 | $(49,397,000) | $87,877,000 |

  63. PAY VERSUS PERFORMANCE

    (1) Certara is providing this disclosure pursuant to 17 CFR 229.402(v) for the last five fiscal years; the Company’s CEO and principal executive officer for each of the years presented was William F. Feehery. (2) As required by 17 CFR 229.402(v)(3), the following tables disclose each of the amounts deducted and added to columns Compensation Actually Paid to CEO and Average Compensation Actually Paid to Non-CEO Named Executive Officers. (3) Total shareholder return amounts assume an initial investment of $100 on December 31, 2020 and the reinvestment of dividends. (4) The S&P Small Cap 600 Healthcare Index (i.e., the published industry or line-of-business index used in the stock performance graph in the 10-K). (5) The non-CEO NEOs for the fiscal years presented are:

  64. PAY VERSUS PERFORMANCE

    | Fiscal Year: | 2020 | 2021 | 2022 | 2023 | 2024 | | Non-CEO NEOs: | M. Andrew Schemick Leif E. Pedersen | M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Justin Edge Craig Rayner | M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith | M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III | Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III |

  65. PAY VERSUS PERFORMANCE

    For purposes of this section, we have identified Adjusted EBITDA as our Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2024 in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures.” For Fiscal Year 2024:

  66. PAY VERSUS PERFORMANCE

    | Description | CEO | Non-CEO NEOS | | Compensation as reported in the summary compensation table | $7,219,615 | $2,306,748 | | Minus | | | | Grant date fair value from summary compensation table | $(5,815,316) | $(1,615,384) | | Plus | | | | Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | $1,805,930 | $1,977,366 | | Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | $(714,954) | $(1,454,444) | | Fair value as of the vesting date for any equity awards granted and vested within the respective year | — | — | | Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | $(457,585) | $(957,715) | | Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to be vesting during the respective year | — | — | | Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | — | — | | Total | $2,037,690 | $256,571 |

  67. PAY VERSUS PERFORMANCE

    The compensation paid to our principal executive officer, Dr. Feehery, and our other NEOs set forth in the table above include the value of equity granted prior to the IPO (under our Equity Incentive Plan) and after the IPO (under our 2020 Incentive Plan). For a description of the type of equity granted under our 2017 Incentive Plan, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Pre-IPO Class B Units and Converted Restricted Stock.” For a description of the type of equity granted under our 2020 Incentive Plan, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Post-IPO Equity Awards.” Prior to the IPO, the Class B Units were valued by EQT on a quarterly basis based on EQT’s internal analysis, leveraging commonly recognized valuation methodologies, but also periodically determined by an independent valuation advisor. For purposes of determining compensation actually paid, we calculated the value of the applicable Class B Units at the end of 2019 based on the fair value attributed to them on that date. We then determined the value of the common stock at the time periods required for the number of shares for which the applicable number of Class B Units were exchanged using the conversion formula used in the exchange of Class B Units for common shares at the time of the IPO. The vast majority of “compensation actually paid” for our CEO and NEOs in 2020 is based on the material increase in value from the equity awards pre-IPO v. post-IPO, and, for our CEO, the accelerated vesting of his performance-based profits interest units (“PIUs”) at the time of the IPO. Accordingly, the value of compensation actually paid for 2020 is atypical and a direct result of (i) the fact that the pre-IPO was illiquid and therefore represents the accumulated increase of value in the equity over more than one year, (ii) for our CEO, the accelerated vesting of certain PIUs at the time of the IPO, and (iii) the increase in market value of the Company as a result of the IPO process.

  68. Relationship Between Compensation Actually Paid and Cumulative Stockholder Return

    Relationship Between Compensation Actually Paid and Cumulative Stockholder Return CEO and NEOs CAP in millions; Company TSR and Peer TSR in US Dollar per share on return of $100.

  69. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income CEO and NEOs CAP in millions; Net Income in millions

  70. Relationship Between Compensation Actually Paid and Adjusted EBITDA

    Relationship Between Compensation Actually Paid and Adjusted EBITDA CEO and NEOs CAP in millions; Adjusted EBITDA in millions.

  71. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Equity Awards | Weighted- Average Exercise Price of Outstanding Equity Awards (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c)) | | Equity Compensation Plans Approved by Stockholders | 3,446,440(1) | — | 13,699,466(2) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 3,446,440 | — | 13,699,466 |

  72. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    INDEMNIFICATION OF DIRECTORS AND OFFICERS We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware Corporation General Law from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding. Additionally, we agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith. The table below sets forth, to the best of the Company’s knowledge and belief, certain information as of March 28, 2025, with respect to the beneficial ownership of the Company’s common stock by (i) each NEO of the Company, (ii) each director or director nominee of the Company, (iii) all directors and executive officers as a group, and (iv) each person that beneficially holds more than 5% of any class of the outstanding shares of the Company based on the Company’s review of SEC filings. We have determined beneficial ownership in accordance with the rules of the SEC. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has sole or shared “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities in which he or she has no economic interest. Except as otherwise indicated in the footnotes to the table below, we believe that the beneficial owners of the common stock listed below, based on the information furnished by such owners, have sole voting power and investment power with respect to such shares, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 161,475,707 shares of common stock issued (not including treasury shares) and outstanding as of March 28, 2025. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock as to which the person has the right to acquire beneficial ownership within 60 days of March 28, 2025, including shares of our common stock underlying RSUs and PSUs that are currently releasable or releasable within 60 days of March 28, 2025. We did not deem these shares outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Certara Inc., 4 Radnor Corporate Center, Suite 350, Radnor, PA 19087. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

  73. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | Name of Beneficial Owner | Shares(1) | Percentage | | Named Executive Officers and Directors: | | | | William Feehery(2) | 2,390,507 | 1.48 | | John Gallagher(2) | 60,704 | * | | Leif Pedersen(2) | 133,412 | * | | Patrick Smith(2) | 83,799 | * | | Robert Aspbury(2) | 323,022 | * | | Eran Broshy(2) | 34,951 | * | | Adrian McKemey(3) | — | * | | James Cashman III(2) | 468,440 | * | | Cynthia Collins(2) | 36,089 | * | | Rosemary Crane(2) | 29,915 | * | | Nancy Killefer(2) | 36,089 | * | | Stephen McLean(4) | 42,000 | * | | John Reynders(2) | 10,708 | * | | David Spaight(4) | — | * | | Matthew Walsh(2) | 197,559 | * | | All executive officers and directors as a group (16) persons)(5) | 3,763,396 | 2.33 | | 5% Stockholders: | — | | | Arsenal Capital Partners(6) | 36,345,835 | 22.51 | | BlackRock, Inc.(7) | 13,956,611 | 8.64 | | The Vanguard Group(8) | 12,544,252 | 7.77 | | Wasatch Advisors LP(9) | 9,015,941 | 5.58 |

  74. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    * Less than 1% (1) Participants’ RSUs and PSUs that vest more than 60 days from the date referenced above do not count as part of their beneficial ownership of shares, and they do not have any voting rights with regard to the RSUs and PSUs. The RSUs and PSUs are granted under the Company’s 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent thereof. (2) Includes the following shares obtainable within 60 days of March 28, 2025, as follows: (i) upon the vesting of RSUs: Dr. Feehery, 111,393 shares; Mr. Gallagher, 42,486 shares; Mr. Pedersen, 26,626 shares; Dr. Smith, 26,626; and Dr. Aspbury, 26,626 shares; and (ii) upon the vesting on April 1, 2025 of PSUs issued on April 1, 2022: Dr. Feehery, 29,960 shares; Mr. Pedersen, 7,082 shares; Dr. Smith, 7,082 shares and Dr. Aspbury, 7,082 shares. Includes unvested restricted stock as follows: Mr. Pedersen, 51,224 shares; Dr. Aspbury, 31,069 shares; and Mr. Walsh, 29,120 shares. Also includes the following shares obtainable within 60 days of March 28, 2025, (a) upon the vesting of RSUs: Mr. Broshy 11,928 shares; Mr. Cashman III, 11,928 shares; Ms. Collins, 11,928 shares; Ms. Crane, 11,928 shares; Ms. Killefer, 11,928 shares; Dr. Reynders, 10,708 shares; and Mr. Walsh, 11,928 shares. The RSUs awarded to directors’ vest on the earlier of the one-year anniversary of the date of grant or the date of the Company’s next stockholder meeting. Includes 9,324 vested RSUs that Ms. Crane deferred under the Director Deferral Plan. (3) Mr. McKemey joined the Company on March 3, 2025. The address of Messrs. McLean and Spaight is Arsenal Capital Group LLC, 277 Park Ave., Floor 34, New York, NY 10172. Also includes shares beneficially owned by Mr. Daniel D. Corcoran and Ms. Rona Anhalt. Does not include shares held by Mr. Smith who previously served as an executive officer, but was no longer an executive officer on March 28, 2025. (6) Based on a Schedule 13D filed with the SEC on December 16, 2022, by (i) Arsenal Capital Partners III LP (“Partners III”); (ii) Arsenal Capital Partners III-B LP (“Partners III-B”); (iii) Arsenal Saturn Holdings LP (“Holdings LP”); (iv) Arsenal Capital Investment VI LP (“Investment VI LP”), by virtue of it being the general partner of Holdings LP; (v) Arsenal Capital Investment III LP (“Investment III LP”), by virtue of it being the general partner of Partners III and Partners III-B; and (vi) Terry M. Mullen and Jeffrey B. Kovach, by virtue of them making up the investment committee that governs Investment VI LP and Investment III LP. Partners III directly holds 3,559,745 shares of common stock and has shared voting power and share dispositive power over those shares, (ii) Partners III-B (together with Partners III, the “Arsenal III Funds” and, together with Holdings LP, the “Arsenal Funds”) directly holds 2,831,569 shares of common stock and has shared voting power and shared dispositive power over those shares, and (iii) Holdings LP directly holds 29,954,521 shares of common stock and has shared voting power and shared dispositive power over those shares (and Investment VI LP by virtue of it being the general partner of Holdings LP), and Investment III LP is the general partner of each of the Arsenal III Funds. Investment VI LP (together with Investment III LP, the “Investment LPs”) is the general partner of Holdings LP. Each Investment LP is governed by a limited partner committee consisting of Terry M. Mullen and Jeffrey B. Kovach. As such, Terry M. Mullen and Jeffrey B. Kovach have the power to control each Investment LP’s voting and investment decisions and may be deemed to have beneficial ownership of 36,345,835 common shares held by the Arsenal Funds and have shared voting power and shared dispositive power over those shares. (7) Based on a Schedule 13G filed with the SEC on January 25, 2024, BlackRock, Inc. and several of its subsidiaries (i) BlackRock Advisors, LLC; (ii) Aperio Group, LLC, (iii) BlackRock (Netherlands) B.V.; (iv) BlackRock Fund Advisors; (v) BlackRock Institutional Trust Company, National Association; (vi),BlackRock Asset Management Ireland Limited; (vii) BlackRock Financial Management, Inc.; (viii) BlackRock Asset Management Schweiz AG; (ix) BlackRock Investment Management, LLC; (x) BlackRock Investment Management (UK) Limited; (xi) BlackRock Asset Management Canada Limited; (xii) BlackRock Investment Management (Australia) Limited; (xiii) BlackRock Advisors (UK) Limited; and (xiv) BlackRock Fund Managers Ltd (“BlackRock”) beneficially owns 13,956,611 shares of common stock. BlackRock has sole voting power over 13,569,009 shares of common stock, sole dispositive power over 13,956,611 shares of common stock and no shared power to vote or shared power to dispose. The principal address of BlackRock is 500 Hudson Yards, New York, NY 10001. (8) Based upon Amendment No. 2 to Schedule 13G filed with the SEC on February 13, 2023, The Vanguard Group beneficially owns 12,544,560 shares of common stock. The Vanguard Group has shared voting power over 59,808 shares of common stock, sole dispositive power over 12,544,560 shares of common stock and shared dispositive power over 174,308 shares of common stock. The principal address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. Based upon a Schedule 13 G filed with the SEC on November 14, 2024, Wasatch Advisors LP (“Wasatch Advisors”) beneficially owns 9,015,941 shares of common stock. Wasatch Advisors has sole voting power and sole dispositive power over 9,015,941 shares of common stock. The principal address of Wasatch Advisors is 505 Wakara Way, Salt Lake City, UT 84108.