DEF 14A of Certara, Inc.
Filed Apr 3, 2026 · FY20250001104659-26-039372
DIRECTOR NOMINEES
DIRECTOR NOMINEES The Board has nominated the following individuals for election as Class III directors: Arjun Bedi Stephen McLean Jon Resnick If elected, each nominee will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, and until their successor is duly elected and qualified. Additional information about each nominee’s background, experience, and qualifications is provided under “Proposal 1 — Election of Class III Directors.”
Are all directors standing for election?
Are all directors standing for election? No. Only our Class III directors are standing for election at the 2026 Annual Meeting. Our Class I directors will stand for election in 2027, and our Class II directors will stand for election in 2028.
Proposal 1: Election of Class III Directors Named Herein
Proposal 1: Election of Class III Directors Named Herein You may vote “FOR” or “WITHHOLD” for each director nominee. Only votes cast “FOR” a nominee will be counted in the election of directors. Votes cast to “WITHHOLD” 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. The individuals receiving 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 three nominees receiving the highest number of votes at the 2026 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Proxies may not be voted for more than three directors, and stockholders may not cumulate votes in the election of directors. Broker non-votes are not considered votes cast on this proposal and therefore do not affect the outcome.
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS Our Amended and Restated Certificate of Incorporation (the “Charter”) provides that, subject to the rights of any holders of preferred stock, the Board is divided into three classes, with each class serving a staggered three-year term. The classes are structured to be as evenly sized as possible, and only one class is elected at each Annual Meeting. The Class III directors whose terms expire in 2026 are up for election for a term that would expire in 2029. In connection with the new term for the Class III directors, Rosemary Crane was not included among the nominees slated for election as Class III directors, and her service as a director will conclude upon the election of the Class III directors at the 2026 Annual Meeting. In addition, Cynthia Collins has provided notice of her resignation from the Board, effective upon the election of the new Class III directors at the 2026 Annual Meeting, to be held on May 14, 2026. A table including our continuing directors and their respective Class and current term expiration are set forth below.
OUR BOARD OF DIRECTORS
| Class | Directors | Current Term Expires | | I | James Cashman III | 2027 | | | Nancy Killefer | 2027 | | | David Spaight | 2027 | | II | Eran Broshy | 2028 | | | John Reynders | 2028 | | | Matthew Walsh | 2028 | | III | Arjun Bedi | 2026 | | | Stephen McLean | 2026 | | | Jon Resnick | 2026 |
OUR BOARD OF DIRECTORS
Our Charter provides that, subject to any rights of holders of preferred stock to elect additional directors under certain circumstances, the number of directors will be determined from time to time solely by resolution of the Board of Directors. On February 24, 2026, the Board increased the size of the Board from ten to eleven directors and appointed Arjun Bedi to serve as a Class III director to fill the resulting vacancy. The size of the Board will be nine directors after the 2026 Annual Meeting.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the elements of compensation provided to our non-employee directors for the fiscal year ended December 31, 2025:
DIRECTOR COMPENSATION
| Compensation Element(1) | Compensation(2)(3) | | Annual Cash Retainer Fee – Chair of the Board (inclusive of retainer for non-employee directors) | $125,000 | | Annual Cash Retainer – Other Non-Employee Directors (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 Committee Retainer Fees: | | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | NCGC Chair | $10,000 | | NCGC Member | $5,000 |
DIRECTOR COMPENSATION
(1) A director who is also a Company employee does not receive additional compensation for service as a director. (2) Non-employee directors may elect to waive all or a portion of their compensation. Messrs. McLean and Spaight elected to waive their compensation for fiscal year 2025. (3) Each non-employee director (other than Messrs. McLean and Spaight) receives an annual grant of restricted stock units (“RSUs”). For 2025, the number of RSUs granted was determined by dividing the approved award value by the volume-weighted average price (“VWAP”) of the Company’s common stock for the 30 trading days preceding the 2025 Annual Meeting. The RSUs vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next annual meeting of stockholders and are settled in shares of the Company’s common stock, or in cash, at the discretion of the Compensation Committee.
Director Compensation Table
Director Compensation Table The table below summarizes the total compensation paid to or earned by each individual who served as a director and was not an employee of the Company or any of its subsidiaries during the fiscal year ended December 31, 2025. Directors who are employees of the Company receive no additional compensation for their service as directors and, accordingly, are not included in the table.
Director Compensation Table
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | James Cashman III | 137,500 | 176,006 | 313,506 | | Eran Broshy | 70,000 | 176,006 | 246,006 | | Cynthia Collins | 60,000 | 176,006 | 236,006 | | Rosemary Crane | 57,500 | 176,006 | 233,506 | | Nancy Killefer | 70,000 | 176,006 | 246,006 | | Stephen McLean(4) | — | — | — | | John Reynders | 60,000 | 176,006 | 236,006 | | David Spaight(4) | — | — | — | | Matthew Walsh | 70,000 | 176,006 | 246,006 |
Director Compensation Table
(1) These amounts represent cash retainers earned for the fiscal year ended December 31, 2025. They do not include reasonable out-of-pocket expenses incurred in connection with attending meetings, which the Company reimburses to each non-employee director. (2) This column reflects the grant date fair value of 15,757 RSUs granted on May 21, 2025, to each of Messrs. Cashman, Broshy, Reynders, and Walsh, and Mses. Collins, Crane, and Killefer. The grant date fair value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The number of RSUs granted was determined by dividing $200,000 by the VWAP of the Company’s common stock over the 30 trading days preceding the grant date. The RSUs vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the Company’s next annual meeting of stockholders. Upon vesting, the RSUs will be settled in shares of the Company’s common stock or, at the discretion of the Compensation Committee, in cash. Additional information regarding the assumptions used to calculate the grant date fair value of these RSUs is included in Note 12 to the financial statements contained in the Company’s Annual Report. (3) As of December 31, 2025, each non-employee director held 15,757 unvested RSUs, from the grant effective on May 21, 2025, except for Messrs. McLean and Spaight, who held none. Under the Directors Deferral Plan, Ms. Crane elected to defer settlement of her 2022 annual equity award of 9,324 RSUs until her departure from the Board of Directors. Messrs. McLean and Spaight are employees of an Institutional Stockholder (as defined in the Stockholders Agreement) and, accordingly, do not receive any cash or equity compensation for their service as directors of the Company. Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eleven members. Under our Charter, and subject to the rights of holders of any series of preferred stock, our Board of Directors is divided into three classes serving staggered three-year terms, with the classes to be as nearly equal in number as possible. Only one class of directors stands for election at each annual meeting of stockholders. In connection with the new term for the Class III directors, Rosemary Crane was not included among the nominees slated for election as Class III directors, and her service as a director will conclude upon the election of the Class III directors at the 2026 Annual Meeting. In addition, Cynthia Collins has provided notice of her resignation from the Board, effective upon the election of the new Class III directors at the 2026 Annual Meeting, to be held on May 14, 2026. Unless otherwise indicated in the proxy, shares represented by properly executed proxies will be voted FOR the election of the Class III director nominees listed below: Messrs. Arjun Bedi, Stephen McLean, and Jon Resnick. If any nominees become unable or unwilling to serve, the proxy holders may vote for a substitute nominee recommended by the Board of Directors. Each nominee has consented to being named in this Proxy Statement and to serve if elected, and the Board has no reason to believe that any of the nominees will be unable to serve. Our 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 three nominees receiving the highest number of votes at the 2026 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.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING The Board has nominated the following individuals for election as Class III directors, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, or until their successor is duly elected and qualified. ▪ Arjun Bedi ▪ Stephen McLean ▪ Jon Resnick The biographical information below highlights each nominee’s experience, qualifications, and skills and describes how each nominee contributes to the overall effectiveness of the Board of Directors.
VOTING RECOMMENDATION
| Arjun Bedi | | | Age: 63 Director Since: February 2026 Committees: ▪ Audit | Current Public Company Directorships: ▪ None Experience and Career Highlights: Mr. Bedi has more than 35 years of leadership experience advising senior executives and boards on strategy, growth, and large-scale transformation, with deep expertise in the healthcare and life sciences industries. Mr. Bedi currently serves as a Senior Strategic Advisor at Accenture plc, a position he has held since September 2024, where he advises chief executive officers and senior leadership teams on strategy execution and value creation. From March 2020 through September 2024. Mr. Bedi served as a member of Accenture’s Global Management Committee, the firm’s senior governance body responsible for the development and execution of Accenture’s global strategy. He also served as Chair of Accenture’s Strategic Client Portfolio from 2018 through September 2024. Over the course of his career at Accenture, Mr. Bedi has held numerous senior leadership roles with progressively increasing P&L responsibility, including serving as Life Sciences Client Portfolio Lead, Managing Partner of the Life Sciences High Growth Portfolio (Biotechnology Sector), and Global Lead for Life Sciences Research and Development. In these roles, he led technology-enabled transformations for more than a dozen global health and life sciences companies, helping organizations leverage digital innovation to improve research productivity, commercialization, and operational performance. Mr. Bedi is a founder of the Health & Life Sciences CEO Forum, which brings together senior executives to address industry, strategy, and execution best practices. Mr. Bedi holds a B.A. (Honors) in Economics from the University of Delhi and an M.B.A. in Management Information Systems from Temple University. Qualifications: Mr. Bedi brings extensive experience in strategic leadership, operational execution, and digital transformation, with a particular focus on healthcare and life sciences companies operating at global scale. His background advising CEOs and boards, leading complex organizations with significant P&L responsibility, and driving technology-enabled innovation provides the Board with valuable insight into strategy, growth, and execution. The Board believes Mr. Bedi is well qualified to serve as a director based on his deep industry knowledge, leadership experience, and governance perspective. |
VOTING RECOMMENDATION
| Stephen McLean | | | Age: 68 Director Since: 2013 Committees: ▪ NCGC | Current Public Company Directorships: ▪ None Experience and Career Highlights: Mr. McLean has been a Partner at Arsenal Capital Partners, a private equity firm focused on the healthcare and industrial sectors, since 2010. He currently serves on the boards of directors of several private companies, including WCG Clinical, a provider of clinical services to the pharmaceutical industry; CellCarta, a provider of specialized research services supporting immunology and oncology drug development; and 3DR Labs (formerly Accumen, Inc.), a provider of technology-enabled solutions that optimize hospital radiology and imaging operations. Previously, Mr. McLean served on the boards of directors of BioIVT, a provider of biospecimens for drug discovery; Lumanity, a provider of services that generate and communicate evidence of drug value and effectiveness; 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. Earlier in his career, Mr. McLean was a co-founder of Merrill Lynch Capital Partners and its successor private equity funds in 1984. He has also co-founded multiple private companies in the life sciences and medical information technology sectors. In addition, 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 and the Universities of Oxford and Cambridge. Mr. McLean holds a B.S. in Economics, summa cum laude, and an M.B.A. with Distinction, both from the Wharton School of the University of Pennsylvania. Qualifications: Mr. McLean brings more than three decades of experience in healthcare investing, company formation, and strategic growth. His extensive background in private equity, financial oversight, and board leadership across healthcare and life sciences companies provides the Board with valuable insight into capital allocation, strategy, and governance. The Board believes Mr. McLean is well qualified to serve as a director based on his deep industry knowledge and financial expertise. |
VOTING RECOMMENDATION
| Jon Resnick | | | Age: 53 Director Since: January 2026 Committees: ▪ None | Current Public Company Directorships: ▪ None Experience and Career Highlights: Mr. Resnick has more than 20 years of leadership experience in the life sciences, healthcare analytics, and professional services industries. He has served as Chief Executive Officer of Certara, Inc. since January 1, 2026. Prior to joining Certara, Mr. Resnick served as President of the United States and Canada regional business of IQVIA Holdings Inc., a leading global provider of clinical research services, commercial insights, and healthcare intelligence to the life sciences industry, a role he held from July 2019 through December 2025. In this position, he had overall management responsibility for IQVIA’s largest geographic region, overseeing commercial operations, client relationships, and growth initiatives. Before that, Mr. Resnick served as President of IQVIA’s Real World Solutions business following the 2016 merger of IMS Health and Quintiles. Earlier in his career, he held a variety of senior leadership roles within IMS Health, a predecessor company to IQVIA, after joining the firm in 2002. These roles spanned consulting, analytics, and services leadership positions in both the United States and Europe. Prior to his private-sector career, Mr. Resnick worked for the United States Senate Committee on Finance, where he advised on healthcare policy matters and contributed to the development of legislation related to Medicare, Medicaid, and broader healthcare reform. Mr. Resnick holds an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. in Political Science from Union College. Qualifications: Mr. Resnick brings deep expertise in life sciences strategy, healthcare analytics, commercial operations, and executive leadership, supported by decades of experience leading complex global organizations. His background in advising life sciences clients, managing large-scale operations, and shaping healthcare policy provides the Board with valuable perspective on strategy, growth, and industry dynamics. The Board believes Mr. Resnick is well qualified to serve as a director based on his extensive leadership experience and deep understanding of the healthcare and life sciences ecosystem. |
CONTINUING CLASS I DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING
CONTINUING CLASS I DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING The following Class I directors are not standing for election at the 2026 Annual Meeting of Stockholders and will continue to serve on the Board of Directors for a term expiring at the 2027 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.
CONTINUING CLASS I DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING
| James Cashman III | | | Age: 72 Director Since: 2018; Chairman Since: December 1, 2021 Committees: ▪ Compensation ▪ NCGC | Current Public Company Directorships: ▪ None Experience and Career Highlights: Mr. Cashman served as Chair of the Board of Directors of ANSYS, Inc., a global engineering simulation software company, from January 2017 until his retirement in April 2019. Prior to serving as Chair of ANSYS, he was Chief Executive Officer and a member of the Board of Directors of ANSYS from February 2000 to December 2016. Earlier in his career, Mr. Cashman held various leadership positions in technology and engineering companies. He also previously served on the Board of Directors of National Instruments Corporation, a producer of automated test equipment and virtual instrumentation software. Mr. Cashman holds a BSME, MSME and an M.B.A. in Marketing/Finance from the University of Cincinnati. Qualifications: Mr. Cashman brings extensive executive leadership experience in the technology and software industries, with particular expertise in financial management, strategic growth, and sales execution. His experience leading a global public company and serving as both Chief Executive Officer and Chair of the Board provides valuable insight into technology-driven business strategy, operational scale, and corporate governance. The Board believes Mr. Cashman is well qualified to serve as a director based on his deep leadership experience and governance expertise. |
CONTINUING CLASS I DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING
| Nancy Killefer | | | Age: 72 Director Since: 2021 Committees: ▪ Compensation (Chair) ▪ NCGC | Current Public Company Directorships: ▪ Cardinal Health, Inc., a global distributor of pharmaceuticals and medical products and a provider of performance and data solutions for healthcare organizations ▪ Meta Platforms, Inc. (formerly Facebook, Inc.), a technology company that develops platforms to help people connect, build communities, and grow businesses Experience and Career Highlights: Ms. Killefer has more than 20 years of experience in management consulting, government leadership, and organizational transformation. She spent more than 15 years as a Senior Partner at McKinsey & Company, where she served as Director of the Washington, D.C. office and Managing Partner of the Public Sector Practice. In these roles, she advised senior leaders on strategy, organizational effectiveness, and large-scale operational transformations. From 1997 to 2000, Ms. Killefer served as Assistant Secretary for Management, Chief Financial Officer, and Chief Operating Officer of the United States Department of the Treasury, where she led significant modernization, financial management, and efficiency initiatives across the department. Ms. Killefer holds a B.A. in Economics from Vassar College and an M.S. in Management from the Massachusetts Institute of Technology. Qualifications: Ms. Killefer brings deep expertise in leadership, strategy, financial management, and organizational effectiveness, supported by her senior roles at McKinsey & Company and the U.S. Department of the Treasury. Her extensive public company board service further enhances the Board’s capabilities in governance, risk oversight, and long-term strategic planning. The Board believes Ms. Killefer is well qualified to serve as a director based on her broad leadership experience and governance expertise. |
CONTINUING CLASS I DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING
| David Spaight | | | Age: 67 Director Since: 2022 Committees: ▪ Compensation | Current Public Company Directorships: None Experience and Career Highlights: Mr. Spaight has served as an Operating Partner at Arsenal Capital Partners, a private equity firm focused on healthcare and industrial growth companies, since 2016. He currently serves on the board of directors of CellCarta, a provider of specialized research services supporting immunology- and oncology-focused drug development. Mr. Spaight has held multiple executive chair roles at healthcare and life sciences companies, including BioIVT, LLP, a leading provider of biospecimens for drug discovery; OncoHealth, Inc., a provider of oncology utilization management and cancer care support services; and Accumen (now 3DR Labs), a provider of technology-enabled solutions for medical imaging and clinical laboratories. Earlier in his career, Mr. Spaight served as Chairman and Chief Executive Officer of WIL Research, a global contract research organization providing preclinical services to the biopharmaceutical industry, from 2010 to 2016. He also served as President of MDS Pharma Services, a global contract research organization offering services spanning early drug discovery through late-stage clinical trials. In addition, Mr. Spaight held senior executive roles at Fisher Scientific and PerkinElmer. Mr. Spaight has also served as Chairman of the Association of Clinical Research Organizations (“ACRO”) and as a member of its Board of Directors for four years. Mr. Spaight holds an M.B.A. and a B.S. from the University of Michigan. Qualifications: Mr. Spaight brings more than 35 years of leadership experience across the life sciences, diagnostics, and drug development services industries. His extensive operational, commercial, and board leadership experience — particularly within contract research and healthcare services organizations — provides the Board with deep industry insight and valuable strategic perspective. The Board believes Mr. Spaight is well qualified to serve as a director based on his operational expertise and industry leadership. |
CONTINUING CLASS II DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2028 ANNUAL MEETING
CONTINUING CLASS II DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2028 ANNUAL MEETING The following Class II directors are not standing for election at the 2026 Annual Meeting of Stockholders and will continue to serve on the Board of Directors for a term expiring at the 2028 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.
CONTINUING CLASS II DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2028 ANNUAL MEETING
| Eran Broshy | | | Age: 67 Director Since: 2022 Committees: ▪ Audit ▪ NCGC (Chair) | Current Public Company Directorships: ▪ Theravance Biopharma, Inc., a biopharmaceutical company focused on the discovery, development, and commercialization of respiratory medicines. Experience and Career Highlights: Mr. Broshy has more than 30 years of leadership experience in the healthcare industry spanning operations, advisory services, and global board governance. Over the past decade, he has served as a director on multiple healthcare company boards and has partnered with leading private equity firms — including EQT, Nordic Capital, Providence Equity, Linden Capital Partners, Court Square, and Tailwind Capital — to support healthcare investment strategies. Mr. Broshy previously served as Chief Executive Officer of Syneos Health (formerly inVentiv Health, Inc.) until 2008 and as Chair of the Board of Directors until 2010. Syneos Health is a provider of integrated clinical and commercialization services to pharmaceutical and life sciences companies worldwide and operated as both a privately held company and, until August 2010, a Nasdaq-listed public company. Under his leadership, the company experienced significant growth and global expansion. Prior to joining Syneos Health, Mr. Broshy spent approximately 15 years at The Boston Consulting Group (“BCG”), where he served as a partner and led 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 has served on the board of directors of Theravance Biopharma, Inc. (Nasdaq: TBPH) since June 2014. He currently serves as Chair of CluePoints, a privately held, AI-driven software company. Within the past five years, he has also served on the board of directors of Magellan Health and as chair of the boards of Clario (formerly ERT), DermaRite, and Thirty Madison, each privately held healthcare companies. In addition to his corporate roles, Mr. Broshy serves as a member of the Corporation of the Massachusetts Institute of Technology (“MIT”), as Chair of the American Friends of the Open University of Israel, and as a member of the Board of Governors of the American Jewish Committee. Mr. Broshy holds a B.S. from the Massachusetts Institute of Technology, an M.S. from Stanford University, and an M.B.A. from Harvard University. Qualifications: Mr. Broshy brings deep expertise in the healthcare sector, extensive executive and board leadership experience, and significant knowledge of finance, strategy, and capital markets. His experience leading and advising complex healthcare organizations, combined with his governance leadership across public and private company boards, enhances the Board’s oversight capabilities and strategic perspective. The Board believes Mr. Broshy is well qualified to serve as a director based on his broad industry insight and governance experience. |
CONTINUING CLASS II DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2028 ANNUAL MEETING
| John Reynders, PhD | | | Age: 61 Director Since: 2024 Committees: ▪ Audit | Current Public Company Directorships: None Experience and Career Highlights: Dr. Reynders is Chief Data Scientist and a Venture Partner at Iaso Ventures, a venture firm focused on biodigital innovation in the life sciences, a position he has held since August, 2024. He is also the Founder and Chief Executive Officer of Latent Strategies, LLC, an education technology company that integrates artificial intelligence and game design to advance financial literacy, a company he founded in August of 2020. From December, 2020 to April, 2023 Dr. Reynders served as Chief Data Sciences Officer of Neumora Therapeutics, a biotechnology company developing precision medicines for brain diseases. Prior to Neumora, he was Vice President of Data Sciences, Genomics, and Bioinformatics at Alexion Pharmaceuticals, where he led the development and deployment of data science capabilities across research and development, commercial operations, corporate strategy, and business development. Earlier in his career, Dr. Reynders served as the Founding Chief Information Officer of Moderna Therapeutics, where he built a fully cloud-based biotechnology enterprise and developed informatics solutions supporting the design and development of messenger RNA therapeutics. He also served as Vice President of R&D Information at AstraZeneca. Prior to these roles, Dr. Reynders held a number of senior leadership positions at Johnson & Johnson, including Vice President of Integrative Neuroscience and Biomarkers, Head of Informatics, and Vice President of Pharmaceutical R&D Information Technology. He also served as Chief Information Officer at Lilly Research Laboratories, Vice President of Informatics at Celera Genomics, and held scientific leadership roles as a Director and Program Manager at Los Alamos National Laboratory. Dr. Reynders holds a B.S. in Mathematics from Rensselaer Polytechnic Institute, a Ph.D. in Applied and Computational Mathematics from Princeton University, and an M.B.A. from the Kellogg School of Management at Northwestern University. Qualifications: Dr. Reynders brings a distinguished background in biotechnology, data science, and informatics, with extensive leadership experience across global pharmaceutical and biotechnology organizations. His expertise in computational sciences, digital transformation, and emerging technologies strengthens the Board’s oversight of innovation, research and development strategy, cybersecurity, and data-driven decision-making. The Board believes Dr. Reynders is well qualified to serve as a director based on his deep technical expertise and executive leadership experience. |
CONTINUING CLASS II DIRECTORS IN OFFICE FOR A TERM EXPIRING AT THE 2028 ANNUAL MEETING
| Matthew Walsh | | | Age: 59 Director Since: 2020 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., a global pharmaceutical company, since June 2020. Prior to joining Organon, he served as Executive Vice President and Chief Financial Officer of Allergan plc from 2018 until Allergan’s acquisition by AbbVie Inc. in 2020. From 2008 to 2018, Mr. Walsh served as Chief Financial Officer of Catalent, Inc., a global provider of advanced drug delivery technologies and development and manufacturing solutions for the life sciences industry. During his tenure at Catalent, he supported the company’s growth, expansion, and strategic initiatives as a publicly traded company. Earlier in his career, from 2006 to 2008, Mr. Walsh served as President, Chief Financial Officer, and Acting Chief Executive Officer of Escala Group, Inc. He has also held various senior financial leadership roles across the pharmaceutical and technology sectors, developing extensive experience in global finance, capital markets, operations, and strategic transactions. Mr. Walsh holds a Bachelor of Science degree in Chemical Engineering from Cornell University and an M.B.A. from the SC Johnson School of Management at Cornell University. Qualifications: Mr. Walsh brings deep experience in the pharmaceutical and life sciences industries, together with significant expertise in finance, accounting, capital markets, and operations. His extensive service as chief financial officer of multiple publicly traded companies and his leadership of large, complex organizations provide valuable insight into financial reporting, risk management, and strategic planning. The Board believes Mr. Walsh is well qualified to serve as a director based on his financial expertise and executive leadership experience. |
Consideration of Stockholder Feedback
Consideration of Stockholder Feedback The Board of Directors, the Compensation Committee, and management value stockholder input and consider the results of the annual advisory vote on executive compensation (“Say-on-Pay”) when evaluating the design and effectiveness of the Company’s executive compensation program. At the Company’s 2025 Annual Meeting of Stockholders, held in May 2025, approximately 95% of the votes cast supported the fiscal 2024 compensation of the Company’s NEOs. Accordingly, in determining 2025 compensation, the Compensation Committee continued to emphasize our “pay-for-performance” philosophy and generally maintained the compensation elements and objectives used in prior years, while shifting the roster of performance metrics in our Annual Incentive Bonus Plan (the “AIB Plan”) and Performance Stock Units (“PSUs”) to maintain focus on our 2025 operating and financial goals as well as longer term shareholder value creation.
Role of the Compensation Consultant
Role of the Compensation Consultant Since November 15, 2024, the Compensation Committee has engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant to provide guidance in connection with the ongoing review of the Company’s executive compensation programs. Meridian’s services include peer group development, executive compensation benchmarking, and the design of short- and long-term incentive compensation plans. The Compensation Committee assessed Meridian’s independence in accordance with applicable SEC and Nasdaq rules and determined that Meridian is independent and that no conflicts of interest exist with respect to the services provided.
Peer Group
Peer Group The Compensation Committee uses a peer group of publicly traded companies as one reference point in evaluating the competitiveness of the Company’s executive compensation program. The Company’s 2025 peer group, consisting of 16 companies (the “2025 Peer Group”), was selected to include companies operating in the software, life sciences tools and services, and healthcare technology industries that are of comparable size, complexity, financial profile, and employee scale. The Compensation Committee used the 2025 Peer Group primarily for benchmarking purposes in assessing target compensation opportunities and pay mix, while retaining discretion to consider individual performance, Company performance, leadership experience, and other relevant factors when making compensation decisions. The companies included in the 2025 Peer Group are listed below:
Peer Group
| ▪ AbCellera Biologics Inc. ▪ Accolade, Inc. ▪ Alkermes plc ▪ Altair Engineering Inc. ▪ Domo, Inc. ▪ Health Catalyst, Inc. ▪ HealthEquity, Inc. ▪ HealthStream, Inc. | ▪ Medpace Holdings, Inc. ▪ Model N, Inc. ▪ Omnicell, Inc. ▪ Qualys, Inc. ▪ Repligen Corporation ▪ Schrödinger, Inc. ▪ SPS Commerce, Inc. ▪ TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.) |
Peer Group
At the time of selection of the companies to be included in the 2025 Peer Group in July 2024, our annual revenues approximated the 40th percentile of the 2025 Peer Group while our market cap approximated the 55th percentile. The Compensation Committee reviews the peer group annually to assure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. In developing and approving the 2025 Peer Group, the Compensation Committee (1) removed NextGen Healthcare following its acquisition by Thomas Bravo and (2) added Domo, Inc. and HealthStream, Inc. to bolster the overall peer group roster size while providing balance to larger companies in our peer group. With respect to the selection of the companies to be included in the peer group of companies to be used in connection with evaluating 2026 executive compensation (the “2026 Peer Group”), in August 2025, the Compensation Committee (1) removed Accolade, Inc., Altair Engineering and Model N, Inc. following their acquisitions by Transcarent, Siemens and Vista Equity Partners, respectively, (2) removed Alkermes plc due to a growing disparity relative to our biosimulation software and technology-enabled services business model, (3) removed AbCellera Biologies due to its revenue results relative to our own, and (4) added 10x Genomics Inc., Adaptive Biotechnologies, Intapp, Inc. and Phreesia, Inc. in order to bolster the overall 2026 Peer Group roster size and foster alignment between our own revenue and market capitalization with the peer group median statistics.
Base Salaries
Base Salaries We set base salaries to compensate our executives for the scope and responsibilities of their positions while providing a stable and predictable level of cash compensation as a component of total pay. Base salaries are intended to reflect each executive’s role, experience, leadership capabilities, and sustained performance, and to remain competitive within the Company’s industry. In determining base salaries, the Compensation Committee considers a variety of factors, including an executive’s experience, breadth of responsibilities, individual performance, specialized skillset, tenure in the role, internal pay equity, market data from the Company’s peer group, and compensation levels in prior roles outside the Company. Base salaries may be adjusted from time to time to address competitive market pressures, changes in job responsibilities, performance considerations, or cost-of-living adjustments. The Compensation Committee may adjust the base salaries of our NEOs from time to time to help support the retention of these executive officers and to maintain consistency with the Compensation Committee’s general guideline of using the relevant market median as a reference point when evaluating total direct compensation for executive officers, based on the Company’s compensation peer group. Base salaries represent the fixed component of executive compensation, while annual and long-term incentives provide the primary vehicles for variable, performance-based compensation. The following table reflects the annual base salaries of our NEOs as of December 31, 2025, and December 31, 2024, respectively:
Annual Incentive Bonus Plan
Annual Incentive Bonus Plan The Annual Incentive Bonus Plan (the “AIB Plan”) is designed to motivate our NEOs to achieve short-term financial and operational objectives and to link a meaningful portion of annual cash compensation to the Company’s performance for the applicable fiscal year. Each NEO is eligible to participate in the annual cash-based AIB Plan. For fiscal year 2025, all of our NEOs participated in the AIB Plan.
Fiscal 2025 AIB Plan Highlights
Fiscal 2025 AIB Plan Highlights ▪ Purpose: The AIB Plan is designed to reward the achievement of short-term financial and operational objectives and to align executive cash incentives with Company performance. Eligibility: All NEOs participated in the AIB Plan for fiscal year 2025. Bonus Structure: Each NEO’s bonus opportunity was determined by multiplying the executive’s target bonus percentage by a performance-based multiplier tied to Company and, where applicable, divisional results. ▪ Performance Focus: The AIB Plan included various financial and operational performance metrics established by the Compensation Committee at the beginning of the fiscal year, the achievement of which determined the applicable performance-based multiplier used to calculate AIB payouts. ▪ Pay-for-Performance Alignment: A significant portion of each NEO’s annual cash compensation was variable and dependent on the achievement of performance objectives. ▪ Oversight: The Compensation Committee reviewed and approved the performance goals, evaluated performance results, and approved final AIB payouts for fiscal year 2025. Additional detail regarding the 2025 AIB Plan performance metrics and outcomes is provided below. AIB Plan Structure Awards under the AIB Plan are determined based on two principal components: 1. an executive’s target bonus opportunity, expressed as a percentage of base salary (the “Individual Target”); and 2. a performance-based multiplier, which may range from zero to above target depending on performance, tied to the achievement of corporate and, where applicable, divisional performance goals established by the Compensation Committee at the beginning of the fiscal year (the “Multiplier”). As expressed formulaically, each NEO’s AIB Plan payout is calculated as: Individual Target x Multiplier Individual Target Bonus Opportunities Each NEO’s Individual Target is initially established pursuant to the executive’s employment agreement and may be adjusted from time to time by the Compensation Committee, including in connection with changes in role, promotion, market conditions, or performance considerations. In setting or adjusting Individual Targets, the Compensation Committee considers a range of factors, including historical performance, contributions to the Company, market benchmarking data provided by the Committee’s independent compensation consultant, internal pay relationships among senior executives, and retention risk. The Committee seeks to ensure that Individual Targets appropriately emphasize pay-for-performance alignment and motivate achievement of the Company’s strategic objectives. The Individual Target bonus opportunities for our NEOs under the 2025 AIB Plan are set forth below. For our continuing NEOs, the Individual Targets were unchanged from fiscal year 2024.
Fiscal 2025 AIB Plan Highlights
| Name | 2025 Target Bonus (% of Base Salary) | | William F. Feehery | 100% | | John E. Gallagher III | 50% | | Robert A. Aspbury | 55% | | Leif E. Pedersen | 55% | | Adrian K. McKemey | 55% |
Fiscal 2025 AIB Plan Highlights
Performance Metrics and Weightings For fiscal year 2025, the Compensation Committee selected adjusted EBITDA and revenue as the financial performance measures used to determine the Multiplier under the AIB Plan. Adjusted EBITDA achievement was weighted 50% and revenue achievement was weighted 40% in determining the overall Multiplier. In addition, a Key Performance Indicator (“KPI”) metric, focused on the achievement of certain strategic and operational priorities, was introduced and weighted at 10%. Adjusted EBITDA is defined as net income (loss), excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, amortization of intangible assets, equity-based compensation expense, goodwill impairment expense, acquisition and integration costs, and other items not indicative of ongoing operating performance, as determined by the Compensation Committee. Adjusted EBITDA is not intended to be a substitute for GAAP financial measures. Final adjusted EBITDA and revenue results are determined by the Compensation Committee in connection with its review of the Company’s consolidated financial statements. If Company-wide adjusted EBITDA achievement is less than 90% of the established target (regardless of revenue achievement), the Multiplier is zero and no bonus payments are made under the AIB Plan. Company and Business Unit Performance Allocation The Multiplier is determined based on performance at both the Company level and, where applicable, at the business unit level, using fixed allocations established at the beginning of the fiscal year and tailored to each NEO’s role: ▪ For Dr. Feehery, Mr. Gallagher and Mr. Pedersen: ◦ 20% of the Multiplier was based on Company-wide financial performance; and ◦ 80% of the Multiplier was based on a blended, weighted average of the financial performance of each of the Company’s business units (the “Blended Rate”). ▪ For Dr. Aspbury and Dr. McKemey: ◦ 20% of the Multiplier was based on Company-wide financial performance; and ◦ 80% of the Multiplier was based on the financial performance of the specific business unit each executive leads (the “Division Rate”). These allocations were intended to align enterprise-level leadership with Company-wide performance while ensuring that business unit leaders remain primarily accountable for the performance of their respective organizations. The Compensation Committee believes this structure promotes collaboration across business units and reinforces a “one Certara” operating mindset. Payout Determination and Results For fiscal year 2025, annual incentive bonus payouts under the AIB Plan were determined by multiplying each NEO’s individual target bonus opportunity by the applicable payout multiplier calculated under both (a) Company-wide results and (b) either the Blended Rate or the applicable Division Rate, as determined by the Compensation Committee. The payout multipliers were derived from performance against pre-established financial measures approved by the Committee at the beginning of the fiscal year. The Company-wide, Blended Rate and Division Rate results also included operational KPIs that were defined, allocated and shared across the organizations (totaling 10% of the AIB Plan payout), if threshold amounts were satisfied, with the final percentage award being shared across the NEO and executive groups. The payout multipliers reflected a combination of Company-wide and business unit financial performance measures designed to align incentive compensation with the Company’s annual operating plan and strategic objectives. The two quantitative performance measures under the AIB Plan were pre-bonus adjusted EBITDA (Adjusted EBITDA (AIB)) and revenue, each subject to defined threshold, target, and maximum performance levels. Performance above threshold resulted in tiered payout opportunities based on pre-established performance scales, with Adjusted EBITDA (AIB) measured on a scale ranging from 50% to 115% of target and revenue measured on a scale ranging from 50% to 150% of target. The operational KPIs consist of defined, quantitative targets tied to operational improvement initiatives, product development and commercialization milestones, and execution of internal strategic priorities. These targets are set at rigorous levels intended to require substantial management effort and performance improvements beyond baseline operating results. The Company considers these targets to be confidential commercial or financial information, the disclosure of which would cause competitive harm. The following table summarizes the 2025 AIB Plan framework for Company-wide Adjusted EBITDA (AIB) and revenue metrics, the two financial measures of the payout multiplier, and their respective weighting, threshold, target and maximum values under the plan:
Weightings by NEO
In February 2026, the Compensation Committee approved the final aggregate funding level for the AIB Plan. In making this determination, the Committee evaluated Company-wide and business unit performance relative to the established financial performance measures for fiscal year 2025, certain qualitative considerations and operational KPIs. Company-wide Adjusted EBITDA (AIB) performance for fiscal year 2025 exceeded 90% of target, thereby satisfying the minimum performance threshold required for bonus eligibility under the AIB Plan. The Company delivered in full against the operational KPIs as defined. With full achievement of the operational KPIs, which were shared across the organizations, each NEO was allocated the entire 10% achievement. While not all business units achieved target performance levels, the Company and all business units achieved results above the applicable minimum incentive thresholds, with most performance outcomes producing payout multipliers in excess of 74%. In addition to the quantitative performance results, the Compensation Committee applied an individual performance modifier for each NEO, as expressly provided for under the AIB Plan and within pre-established parameters. The individual performance modifier reflected the committee’s assessment of each executive’s overall performance during fiscal year 2025, including leadership effectiveness, execution against strategic and operational objectives, and contributions to the Company’s performance and long-term value creation. The individual performance modifier was applied within the plan’s established parameters and served to adjust each NEO’s calculated bonus payout to account for individual performance factors. In the final determination, for the 2025 AIB Plan, the individual performance multipliers allocated across the NEOs ranged from 90% to 110%. In the course of its review, the Compensation Committee also considered the Company’s overall financial metrics during fiscal year 2025, including total revenue, bookings, net income (loss), and diluted earnings per share for the twelve months ended December 31, 2025, as compared to the prior year. In the conclusion of its review, the Compensation Committee did not exercise discretionary authority to modify the calculated payout multipliers or bonus amounts outside of the AIB Plan’s pre-established framework.
2025 AIB Payout Summary
2025 AIB Payout Summary
2025 AIB Payout Summary
| Name | 2025 Base Salary ($) | 2025 Target Bonus (%) | Target Bonus Amount ($) | Applicable Multiplier(1) | Total Bonus Paid ($)(2) | | William F. Feehery(2) | 795,675 | 100 | 795,675 | 94% | 747,935 | | John E. Gallagher III | 610,016 | 50 | 305,008 | 94% | 301,043 | | Robert A. Aspbury | 440,000 | 55 | 242,000 | 117% | 331,386 | | Leif E. Pedersen | 462,052 | 55 | 244,355 | 94% | 214,993 | | Adrian K. McKemey | 440,000 | 55 | 242,094 | 74% | 161,172 |
2025 AIB Payout Summary
(1) The “Applicable Multiplier” column is the combined effective performance multiplier and reflects the applicable Company or business unit performance multiplier under the AIB Plan. (2) The “Total Bonus Paid” column reflects the application of such multiplier to each executive’s target bonus opportunity, as further adjusted by an individual performance modifier, where applicable, based on the Compensation Committee’s assessment of individual performance during fiscal year 2025 and applied within the AIB Plan’s pre-established parameters. (3) Pursuant to Dr. Feehery’s employment agreement with the Company, Mr. Feehery was entitled to participate in the 2025 AIB program. Mr. Feehery’s 2025 AIB payout amount was aligned to the predefined framework and terms of the plan in effect prior to his departure as the Company’s Chief Executive Officer.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We believe that sustained long-term performance is best supported through the use of equity-based compensation, which promotes an ownership culture and aligns the interests of our executives with those of our stockholders. Equity-based awards also place a meaningful portion of executive compensation at risk and directly align executive compensation with the long-term performance of the Company. The Compensation Committee has adopted a long-term equity incentive structure under which NEOs receive annual equity awards consisting of a combination of time-based RSUs and PSUs (the “LTI Plan”). All RSUs and PSUs that vest under the LTI Plan are settled in shares of the Company’s common stock. For grants made under the 2025 LTI Plan to our NEOs, the Compensation Committee allocated 40% of the target long-term incentive value to RSUs and 60% to PSUs. The Committee believes this mix appropriately balances retention, sustained executive engagement, and long-term pay-for-performance alignment. Fiscal 2025 Long-Term Incentive Grants On May 20, 2025, pursuant to the 2025 LTI Plan, the Company granted RSUs and target PSUs to each of its NEOs as set forth below:
Long-Term Equity Incentive Awards
| Name | 2025 Target Long-Term Incentive Value(1) | Long-Term Target Incentive as a Percentage of Base Salary | RSUs | Target PSUs | | William F. Feehery | $5,750,000 | 723% | 187,144 | 280,716 | | John E. Gallagher III | $2,100,000 | 344% | 68,348 | 102,522 | | Robert A. Aspbury | $1,400,000 | 318% | 45,566 | 68,348 | | Leif E. Pedersen | $1,400,000 | 303% | 45,566 | 68,348 | | Adrian K. McKemey | $1,000,000 | 227% | 32,547 | 48,820 |
Long-Term Equity Incentive Awards
(1) The number of RSUs and PSUs granted was determined by dividing the applicable approved long-term incentive value by $12.29 (the “Reference Price”), which represents the volume-weighted average price (“VWAP”) of the Company’s common stock for the 60-calendar-day period that ended on the first business day following March 31, 2025, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan. Determination of Equity Award Amounts The target value of equity-based awards granted to each named executive officer (“NEO”) under the 2025 Long-Term Incentive Plan was determined by the Compensation Committee after considering each NEO’s total direct compensation, scope of responsibilities, performance, and alignment with the Company’s compensation philosophy of targeting total compensation, including equity, at the market median with some variation above and below median by NEO to account for factors including responsibilities, performance, contributions and overall experience. Vesting of RSUs The RSUs granted under the 2025 Long-Term Incentive Plan will vest in three equal annual installments, with one-third vesting on each of April 1, 2026, April 1, 2027, and April 1, 2028, in each case subject to the executive’s continued employment with the Company through the applicable vesting date, and subject to the other terms of the applicable grant agreement. PSUs — 2025 Performance Conditions and Vesting The PSUs granted under the 2025 Long-Term Incentive Plan are subject to a three-year performance period ending on March 31, 2028. Performance for the 2025 PSUs is based on the Company’s annualized total stockholder return (“ATSR”) over the performance period. Following the completion of the performance period, the Compensation Committee will determine the percentage of target PSUs earned based on ATSR performance against pre-established threshold, target, and maximum performance levels, with straight-line interpolation applied for performance results between those levels. The payout scale provides for earning 50% of target PSUs at threshold performance, 100% at target performance, and up to 200% at maximum performance. The following table illustrates the stock price growth targets and associated levels of payout for the 2025 PSUs:
Long-Term Equity Incentive Awards
| Absolute Stock Price Growth(1) | Stock Price(2) | % of Target PSUs Paid Out | | 46.4% | $18.00 | 50% | | 87.1% | $23.00 | 100% | | 144.1% | $30.00 | 200% |
Long-Term Equity Incentive Awards
Represents ATSR relative to $12.29 (the “Reference Price”), which represents the volume-weighted average price (“VWAP”) of the Company’s common stock for the 60-calendar-day period that ended on the first business day following March 31, 2025, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan. (2) Attainment will be assessed relative to the VWAP of The Company’s common stock for the 90-calendar-day period ending on March 31, 2028, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan. No PSUs granted under the 2025 Long-Term Incentive Plan were distributed during fiscal year 2025. Any payout remains subject to tenure requirements and certification of performance by the Compensation Committee following the end of the performance period. Vesting of PSUs During Fiscal Year 2025
2023 PSU Payout
2023 PSU Payout With respect to the PSU awards granted in 2023, the number of shares earned by the NEOs at the conclusion of the three-year performance period (fiscal years 2023-2025) was determined based on the Company’s performance against two financial performance metrics: revenue and adjusted EBITDA, as provided under the 2023 Long-Term Incentive Plan. Performance against each metric was measured annually over the three-year performance measurement period, with payout levels for each year and metric determined based on achievement relative to pre-established threshold, target, and maximum performance levels. A “Weighted Percentage” was 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% was ascribed a weighted percentage of 0% and any performance achievement above maximum was ascribed a performance achievement of 200%. For actual performance with respect to any tranche between (i) threshold and target or (ii) target and maximum levels of achievement, the Weighted Percentage was determined using linear interpolation between such numbers, rounding to the nearest whole percentage point. For the first year of the performance period, revenue and adjusted EBITDA were $354.3 million and $123.1 million, respectively. The Company did not achieve the threshold level of performance for either metric. For the second year of the performance period, revenue and adjusted EBITDA were $385.1 million and $122.0 million, respectively. The Company did not achieve the threshold level of performance for revenue and achieved a weighted payout factor of 84% (above threshold and below target) for adjusted EBITDA, resulting in a combined achievement level of a 42% weighted payout factor for the year. For the third year of the performance period, revenue and adjusted EBITDA were $418.8 million and $134.4 million, respectively. The Company achieved weighted payout factor of 74% for revenue (above threshold and below target) and weighted payout factor of 150% (above target) for adjusted EBITDA, resulting in a combined achievement level of a 112% weighted payout factor for the year. Based on performance across all three years, the resulting weighted payout factor for the financial performance measures was 51.3%. The 2023 PSU awards were also subject to a relative total shareholder return (“rTSR”) modifier, with the modifying percentage being determined relative to the Company’s performance as measured against the S&P 600 Healthcare Index for the same period. Based on a weighted payout factor of 51.3% and a relative total shareholder return (“rTSR”) modifier of 80%, the following table presents the payouts for the 2023-2025 PSU awards granted under the Company’s 2023 Long-Term Incentive Plan, which were earned and settled on April 1, 2026. Accordingly, the number of PSUs earned was calculated by multiplying the target number of PSUs by the weighted payout factor and the applicable rTSR modifier. Resulting share amounts are rounded to the nearest whole share.
2023 PSU Payout
| Named Executive Officer | Target PSUs (#) | Weighted Payout (%) | rTSR Modifier | Total Shares Earned | | William F. Feehery | 187,168 | 51.3% | 80% | 61,390 | | John E. Gallagher III | 56,848 | 51.3% | 80% | 23,346 | | Robert A. Aspbury | 35,334 | 51.3% | 80% | 14,510 | | Leif E. Pedersen | 35,334 | 51.3% | 80% | 14,510 |
2023 PSU Payout
Dr. McKemey was not eligible to participate in the 2023 PSU award, as he commenced employment with the Company on March 3, 2025, and therefore did not receive such award.
Benefits and Perquisites
Benefits and Perquisites While our executive compensation philosophy emphasizes performance-based compensation and limits executive benefits and perquisites, we provide all of our employees, including our NEOs, with broad-based benefits designed to attract and retain talent and to provide retirement, health, and welfare security. These benefits include the following: ▪ U.S. 401(k) Plan. We maintain a tax-qualified defined contribution 401(k) savings plan (the “401(k) Plan”) in which all of our U.S.-based employees, including our U.S.-based NEOs, are eligible to participate. The 401(k) Plan permits participants to contribute up to 100% of their compensation on a pre-tax basis, subject to annual limits established by the Internal Revenue Service. The Company may make employer matching contributions and has historically matched up to 50% of an employee’s deferrals, limited to the first 6% of compensation, except for one division in which the Company matches 100% of employee deferrals up to 6% of compensation. Employee contributions are immediately fully vested. Employer matching contributions vest at a rate of 25% per year over four years of service, except for one division in which matching contributions fully vest after three years of service. ▪ U.K. Pension Plan. The Company sponsors a Group Personal Pension Plan covering all U.K.-based employees, including our U.K.-based NEO, Dr. Aspbury. Eligible employees are automatically enrolled in the plan in accordance with U.K. auto-enrolment legislation. Employees between the ages of 16 and 75 may elect to participate in the plan. The Company contributes an additional 8% of salary for participating employees, which exceeds its statutory obligations under U.K. auto-enrolment requirements. ▪ Health and Welfare Benefits. Our U.S.-based employees, including our U.S.-based NEOs, are generally eligible to participate in the Company’s health and welfare benefit plans, which include medical, dental, vision, life, and disability insurance coverage, dependent care flexible spending accounts, health savings accounts, and health reimbursement arrangements. We also offer voluntary legal services and voluntary supplemental disability coverage. ▪ Other Benefits and Perquisites. We do not provide additional executive benefits or perquisites beyond those described above. For example, the Company does not sponsor retiree medical or pension plans or provide club memberships, automobile allowances, personal use of corporate aircraft, or other similar personal benefits. Severance and Change of Control Benefits. We provide severance benefits to our NEOs pursuant to their respective employment agreements in order to offer competitive total compensation packages and support executive attraction and retention. These employment agreements generally provide for severance payments and benefits in the event of a termination of employment by the Company without cause or a resignation by the executive for good reason (each, a “Qualifying Termination”). A summary of the payments and benefits to which each NEO may be entitled upon a Qualifying Termination, including in connection with a change of control, is described below under “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control.” In addition, the Company’s equity award agreements provide for accelerated vesting of outstanding equity awards upon certain termination events, as further described under “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control.”
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 The Company does not currently grant stock options, stock appreciation rights, or other option-like equity awards. Accordingly, the Company does not have a specific policy regarding the timing of grants of such awards in relation to the release of material non-public information. In the event the Company determines to grant stock options or similar equity awards in the future, the Compensation Committee will evaluate and adopt appropriate policies and practices regarding the timing of such grants relative to the disclosure of material non-public information. During fiscal year 2025, the Company did not grant option awards to its named executive officers during the period beginning four business days prior to and ending one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that disclosed material non-public information. The Company has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid to or earned by the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers who served in such capacities during the applicable fiscal years. Collectively, these individuals are referred to as our NEOs. The information presented reflects compensation for services rendered during the last three completed fiscal years.
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 Former Chief Executive Officer | 2025 | 795,675 | — | 4,927,502 | 747,935 | 20,275 | 6,491,387 | | | 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 | | John E. Gallagher III Senior Vice President and CFO | 2025 | 606,315 | | 1,799,603 | 301,043 | 16,890 | 2,723,851 | | | 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 | | Robert A. Aspbury President, Certara Predictive Technologies | 2025 | 457,666 | — | 1,199,743 | 331,386 | 37,073 | 2,025,868 | | | 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 | | Leif E. Pedersen President, Chief Commercial Officer | 2025 | 458,350 | — | 1,199,743 | 214,993 | 16,739 | 1,889,825 | | | 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 | | Adrian K. McKemey President, Certara Drug Development Solutions | 2025 | 366,667 | 466,000 | 856,958 | 161,172 | 5,026 | 1,855,823 |
SUMMARY COMPENSATION TABLE
(1) Dr. McKemey joined Certara on March 3, 2025. (2) The amounts reported in this column for 2025 reflect the aggregate grant date fair value of RSUs and PSUs granted on May 20, 2025, calculated in accordance with ASC Topic 718. See Note 2 (“Summary of Significant Accounting Policies — Equity-Based Compensation”) and Note 12 (“Equity-Based Compensation”) to the Company’s audited consolidated financial statements included in the 2025 Annual Report for a discussion of the valuation of equity-based awards. (3) The values shown represent the grant date fair value of the 2025 long-term incentive awards, assuming achievement of the target performance level applicable to the PSUs, which comprised 60% of the award value, with the remaining 40% delivered in RSUs. For the PSU awards granted in 2025, the value of the awards as of the grant date, assuming that the highest level of performance achievement would be achieved (which is 200% of target), was: for Dr. Feehery, $8,750,853; Mr. Gallagher, $3,195,952; Dr. Aspbury, $2,130,643; Mr. Pedersen, $2,130,643; and Dr. McKemey, $1,521,886. Amounts shown represent annual cash incentive payments earned under the AIB Plan for the fiscal year, based on the achievement of financial and strategic performance objectives established by the Compensation Committee at the beginning of the fiscal year. See “Compensation Discussion & Analysis — Elements of our Compensation Program — Annual Incentive Bonus Plan.” The table below shows the components of this column:
SUMMARY COMPENSATION TABLE
| Name | Life Insurance Premiums | 401(k) Plan Match | Executive Disability | Other | Total | | W. Feehery | $3,022 | $10,350 | $6,903 | — | $20,275 | | J. Gallagher III | — | $10,350 | $6,540 | — | $16,890 | | R. Aspbury | — | — | — | $37,073(a) | $37,073 | | L. Pedersen | — | $8,890 | $7,849 | — | $16,739 | | A. McKemey | — | — | $5,026 | — | $5,026 |
SUMMARY COMPENSATION TABLE
(a) Reflects the Company’s contributions to Dr. Aspbury’s pension plan in the United Kingdom.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The table below provides information regarding plan-based awards granted to our NEOs during the fiscal year ended December 31, 2025. The table includes information regarding potential future payouts under the Company’s non-equity incentive plan awards as well as equity incentive plan awards,
GRANTS OF PLAN-BASED AWARDS
| Name | Approval Date | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Equity Incentive Plan Awards Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards(1) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | W. Feehery(2) | 5/20/2025 | 5/20/2025 | 397,838 | 795,675 | 1,591,350 | | | | | | (3) | 5/20/2025 | 5/20/2025 | | | | 140,358 | 280,716 | 561,432 | $2,739,788 | | (4) | 5/20/2025 | 5/20/2025 | | | | | 187,144 | | $2,187,713 | | J. Gallagher III(2) | | | 15,2504 | 305,008 | 610,016 | | | | | | (3) | 5/20/2025 | 5/20/2025 | | | | 51,261 | 102,522 | 205,044 | $1,000,615 | | (4) | 5/20/2025 | 5/20/2025 | | | | | 68,348 | | $798,988 | | R. Aspbury(2) | | | 121,000 | 242,000 | 484,000 | | | | | | (3) | 5/20/2025 | 5/20/2025 | | | | 34,174 | 68,348 | 136,696 | $667,076 | | (4) | 5/20/2025 | 5/20/2025 | | | | | 45,566 | | $532,667 | | L. Pedersen(2) | | | 127,064 | 254,129 | 508,257 | | | | | | (3) | 5/20/2025 | 5/20/2025 | | | | 34,174 | 68,348 | 136,696 | $667,076 | | (4) | 5/20/2025 | 5/20/2025 | | | | | 45,566 | | $532,667 | | A. McKemey(2) | 5/20/2025 | 5/20/2025 | 121,000 | 242,000 | 484,000 | | | | | | (3) | 5/20/2025 | 5/20/2025 | | | | 24,410 | 48,820 | 97,640 | $476,483 | | (3) | 5/20/2025 | 5/20/2025 | | | | | 32,547 | | $380,474 |
GRANTS OF PLAN-BASED AWARDS
(1) This column reflects the aggregate grant date fair value of the RSU awards and PSU awards granted to each NEO during the 2025 fiscal year, calculated in accordance with ASC Topic 718 as of the applicable grant date and without regard to the risk of forfeiture. The grant date fair value of PSUs is presented assuming target performance will be achieved. 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, 2025. 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 AIB Plan awards paid in April 2026 for performance in the 2025 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 2025. Each PSU award was granted with a target number of units, with the actual payments based upon the achievement of stock price-based targets. The PSU grants were made under the 2020 Incentive Plan. PSUs are determined based on stock price-based targets for fiscal years 2025, 2026, and 2027, and will be distributed in early 2028. See “Compensation Discussion & Analysis — Elements of Our Compensation Program — Long-Term Equity Incentive Awards — Fiscal 2025 Long-Term Incentive Grants.” (4) This row shows the number of RSUs awarded in 2025. The RSU grants were made under the 2020 Incentive Plan and vest in three equal installments on April 1, 2026, 2027, and 2028, 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 2025 Long-Term Incentive Grants.”
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
OUTSTANDING EQUITY AWARDS AT 2025 YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 YEAR END
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The table below provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025. The amounts shown reflect only those equity awards that were unvested and outstanding as of that date.
Outstanding Equity Awards at December 31, 2025
| | | | 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 Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | William F. Feehery(3) | — | — | 218,350 | 1,923,664 | | John E. Gallagher III(4) | 111,362 | 981,081 | 170,879 | 1,505,444 | | Robert A. Aspbury(5) | 73,672 | 649,050 | 113,919 | 1,003,626 | | Leif E. Pedersen(6) | 73,672 | 649,050 | 113,919 | 1,003,626 | | Adrian K. McKemey(7) | 32,547 | 286,739 | 48,820 | 430,104 |
Outstanding Equity Awards at December 31, 2025
(1) Market values are calculated using the closing market price of the Company’s common stock on the Nasdaq on December 31, 2025, which was $8.81 per share. (2) Unearned PSUs represent the then effective target PSUs. The payout of these PSUs is subject to the achievement of applicable performance goals or market goals, as the case may be, over a three-year performance period. PSUs granted in 2024 cover fiscal years 2024, 2025, and 2026 and are expected to pay out, if earned, in 2027. PSUs granted in 2025 cover fiscal years 2025, 2026, and 2027 and are expected to pay out, if earned, in 2028. Any payout remains subject to continued employment and certification of performance by the Compensation Committee. Market values for this column are calculated assuming then-effective targets, taking into account prior period performance, to the extent then determined. Pursuant to Dr. Feehery’s separation and consulting agreement, dated December 10, 2026, consistent with the applicable employment agreement terms and the Severance Policy, on December 31, 2025: (a) 62,381 previously unvested RSUs, representing one-third of the RSU award granted on May 20, 2025, vested, and (b) 93,572 unearned PSUs, representing one-third of the target PSU award granted on May 20, 2025, remain outstanding and shall be eligible to become earned at the end of the Performance Period, if the applicable performance goals are achieved. All other outstanding equity awards were forfeited. (4) For Mr. Gallagher, unvested RSUs consist of 12,633 units granted on April 1, 2023; 30,381 units granted on April 1, 2024; and 68,348 units granted on May 20, 2025. Unearned PSUs represent target awards of 68,357 units granted on April 1, 2024; and 102,522 units granted on May 20, 2025. (5) For Dr. Aspbury, unvested RSUs consist of 7,852 units granted on April 1, 2023; 20,254 units granted on April 1, 2024; and 45,566 units granted on May 20, 2025. Unearned PSUs represent target awards of 45,571 units granted on April 1, 2024; and 68,348 units granted on May 20, 2025. (6) For Mr. Pedersen, unvested RSUs consist of 7,852 units granted on April 1, 2023; 20,254 units granted on April 1, 2024; and 45,566 units granted on May 20, 2025. Unearned PSUs represent target awards of 45,571 units granted on April 1, 2024; and 68,348 units granted on May 20, 2025. (7) For Dr. McKemey, unvested RSUs consist of 32,547 units granted on May 20, 2025. The PSUs shown represent 48,820 units granted on May 20, 2025.
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.
OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | William F. Feehery(2) | 235,164 | 2,189,896 | | John E. Gallagher III(3) | 65,832 | 625,015 | | Robert A. Aspbury(4) | 72,205 | 727,420 | | Leif E. Pedersen(5) | 92,360 | 952,047 | | Adrian K. McKemey(6) | — | — |
OPTION EXERCISES AND STOCK VESTED
(1) Amounts are based on the closing market price of the Company’s common stock on Nasdaq on the applicable vesting date provided that, for equity awards that vested on April 1, 2025, the amounts are based on the closing market price on the immediately preceding trading day. (2) The amounts for Dr. Feehery include (i) 111,393 RSUs that vested on April 1, 2025, based on a closing market price of $9.87 per share, (ii) 61,393 PSUs that vested on December 31, 2025 but were not distributed, and (iii) 62,381 RSUs that vested on December 31, 2025, pursuant to Dr. Feehery’s Severance and Consulting Agreement. The RSUs described in clause (iii) represent one-third of Dr. Feehery’s outstanding equity award granted on May 20, 2025, which accelerated upon his termination of employment. The closing market price of the Company’s common stock on December 31, 2025 was $8.81 per share. (3) The amounts for Mr. Gallagher include (i) 42,486 RSUs that vested on April 1, 2025, based on a closing market price of $9.87 per share, and (ii) 23,346 PSUs that vested on December 31, 2025 but were not distributed. The closing market price of the Company’s common stock on December 31, 2025 was $8.81 per share. The amounts for Dr. Aspbury include (i) 31,069 shares of restricted stock that vested on August 29, 2025, (ii) 26,626 RSUs that vested on April 1, 2025, and (iii) 14,510 PSUs that vested on December 31, 2025 but were not distributed. The closing market price of the Company’s common stock was $10.84 per share on August 29, 2025, and $9.87 per share on April 1, 2025. The closing market price of the Company’s common stock on December 31, 2025 was $8.81 per share. (5) The amounts for Mr. Pedersen include (i) 51,224 shares of restricted stock that vested on September 9, 2025, and (ii) 26,626 RSUs that vested on April 1, 2025, and (iii) 14,510 PSUs that vested on December 31, 2025 but were not distributed. The closing market price of the Company’s common stock was $10.96 per share on September 9, 2025, $9.87 per share on April 1, 2025, and $8.81 per share on December 31, 2025. (6) Dr. McKemey did not have any equity awards that vested during the fiscal year.
POTENTIAL PAYMENTS TO NEOS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
POTENTIAL PAYMENTS TO NEOS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
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 (the “median employee”). As required by the SEC’s pay ratio rules, we re-identified our median employee for fiscal year 2025. Our determination of the median employee for compensation purposes was based on compensation data for all employees (other than our CEO) as of October 1, 2025 (the “Determination Date”), which was within the last three months of our fiscal year 2025. Our employee population as of the Determination Date consisted of 1,559 individuals employed in the United States and in international locations (including our consolidated subsidiaries), all of whom were employed on a full-time, part-time, or seasonal basis, including employees on a leave of absence. Contractors and other non-employees were excluded from our employee population. To identify the median-paid employee among our employees (other than the CEO), we used total cash compensation based on payroll data for the trailing twelve-month period preceding the Determination Date (the “Determination Period”). Total cash compensation included regular base pay, overtime pay, retroactive pay, and cash bonuses and commissions. We annualized the compensation of employees who were hired during the Determination Period. For employees who were eligible to participate in our annual bonus program but did not receive a bonus during fiscal year 2025 for their fiscal year 2024 performance due to commencing employment in the fourth quarter of fiscal year 2024, we included an estimated annual bonus based on target bonus opportunities applicable to the employee’s position or title. The compensation data used to identify the median employee did not include the value of any equity awards. For employees whose compensation was paid in currencies other than U.S. dollars, we converted such compensation to U.S. dollars using the average monthly exchange rates in effect during the Determination Period. We did not apply any cost-of-living adjustments. After identifying the median employee as of the Determination Date, we calculated the annual total compensation of the median employee using the same methodology that we use to calculate our CEO’s annual total compensation for purposes of the Summary Compensation Table for fiscal year 2025. We did not include compensation provided under non-discriminatory benefit plans for either the median employee or the CEO. The results of our calculations are as follows: ▪ The annual total compensation of our median employee (excluding our CEO) was $96,682. ▪ The annual total compensation of our CEO was $6,491,387. ▪ The ratio of our CEO’s annual total compensation to that of our median employee was 67:1. For additional information regarding the compensation of our CEO, see the “Compensation Discussion & Analysis” section elsewhere in this Proxy Statement. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and based on our payroll and employment records and the methodology described above. The SEC’s pay ratio rules permit companies to use reasonable estimates, assumptions, and methodologies based on their unique facts and circumstances. As a result, the pay ratios reported by other companies may not be comparable to the pay ratio disclosed above, as other companies may have different employee populations, compensation practices, and methodologies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2)(5) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(5) | Value of Initial Fixed $100 Investment Based On(3): | | Net Income ($) | Company- Selected Measure Adjusted EBITDA ($)(6) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2025(7) | 6,491,387 | 1,766,482 | 2,123,842 | 4,229,499 | 26.13 | 77.88 | (1,595,000) | 134,500,000 | | 2024 | 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 |
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 the columns “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs.” (3) Total shareholder return amounts assume an initial investment of $100 on December 31, 2020, assuming 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 Annual Report). (5) The individuals comprising the non-PEO NEOs for the fiscal years presented are:
PAY VERSUS PERFORMANCE
| 2021 | 2022 | 2023 | 2024 | 2025 | | 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 | John E. Gallagher III 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 Robert A. Aspbury Leif E. Pedersen Adrian K. McKemey |
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 for the year ended December 31, 2025 in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures.” For Fiscal Year 2025 — Compensation Actually Paid reconciliation:
PAY VERSUS PERFORMANCE
| Description | PEO | Non-PEO NEOS | | Compensation as reported in the summary compensation table | $6,491,387 | $2,123,842 | | Minus | | | | Grant date fair value from summary compensation table | $(4,927,502) | $(1,264,012) | | 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 | $770,799 | $3,384,438 | | 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 | $(38,082) | $(231,254) | | Fair value as of the vesting date for any equity awards granted and vested within the respective year | $942,920 | $335,527 | | 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 | $(143,441) | $(119,042) | | 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 vest during the respective year | $(1,329,598) | — | | 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 | $1,766,482 | $4,229,499 |
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).
Relationship Between Compensation Actually Paid and Cumulative Stockholder Return
Relationship Between Compensation Actually Paid and Cumulative Stockholder Return PEO and non-PEO NEOs CAP, and Company TSR and Peer TSR in U.S. Dollar per share on return of $100.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income PEO and non-PEO NEOs CAP and net income in millions of dollars.
Relationship Between Compensation Actually Paid and Adjusted EBITDA
Relationship Between Compensation Actually Paid and Adjusted EBITDA PEO and non-PEO NEOs CAP and Adjusted EBITDA in millions of dollars.
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Equity Award | 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 | 4,612,262(1) | — | 10,668,660(2) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 4,612,262 | — | 10,668,660(2) |
INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION OF DIRECTORS AND OFFICERS We have entered into indemnification agreements with each of our directors and executive officers. These agreements, together with our Amended and Restated Bylaws, provide that we will indemnify each indemnitee to the fullest extent permitted under the Delaware General Corporation Law (the “DGCL”). This indemnification generally covers losses, liabilities, expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement that are actually and reasonably incurred by or on behalf of an indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which the indemnitee is a party or is threatened to be made a party by reason of the fact that he or she is or was a director or officer of the Company. In addition, the indemnification agreements provide that the Company will advance expenses incurred by an indemnitee in connection with any such proceeding, subject to the indemnitee’s obligation to repay such amounts if it is ultimately determined that the indemnitee is not entitled to indemnification under applicable law. The following table sets forth, to the best of the Company’s knowledge, information regarding the beneficial ownership of the Company’s common stock as of March 20, 2026, by: (i) each of the Company’s NEOs; (ii) each current director and director nominee; (iii) all directors and executive officers as a group; and (iv) each person known by the Company to beneficially own more than 5% of the Company’s outstanding common stock. This information is based on a review of SEC filings and other information provided to the Company. Beneficial ownership is determined in accordance with SEC rules. Under these rules, a person is deemed to beneficially own securities if he or she has or shares either voting power (the power to vote or direct the voting of the securities) or investment power (the power to dispose of or direct the disposition of the securities). As a result, more than one person may be deemed to beneficially own the same securities, and a person may be deemed to beneficially own securities in which he or she has no direct economic interest. Except as otherwise indicated in the footnotes to the table below, and based on information provided to the Company, we believe that each beneficial owner listed has sole voting and investment power with respect to the shares shown, subject to applicable community property laws. Percentage ownership information is based on 153,325,078 shares of common stock issued and outstanding (excluding treasury shares) as of March 20, 2026. In calculating the beneficial ownership of each person, we have included shares of common stock that such person has the right to acquire within 60 days of March 20, 2026, including shares underlying vested or vesting RSUs and PSUs. Such shares are deemed outstanding only for purposes of calculating the percentage ownership of the person holding such rights and are not deemed outstanding for purposes of calculating the ownership percentage 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 the Company’s records, SEC filings, and information made available to the Company, except as otherwise noted.