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​

On behalf of the Board of Directors and management of Certara, Inc., I cordially invite you to attend our annual meeting of stockholders on Tuesday, May 21, 2024, at 9:00 a.m. (Eastern Time). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2024. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting. We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to again offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the annual meeting, as described in this Proxy Statement.

​

​

WILLIAM F. FEEHERY Chief Executive Officer

​

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​		​	​		​	​		​
​	MEETING DATE May 21, 2024	​	​	TIME 9:00 a.m. Eastern Time	​	​	WEBCAST www.virtualshareholdermeeting.com/CERT2024	​

​	PROPOSALS				​
​	1	​	​	Election of Class I directors;	​
​	2	​	​	To approve two separate proposals to amend our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”):	​
​	​	​	​	a Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and ​	​
​	​	​	​	b. Amend our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes; ​	​
​	3	​	​	Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024; and	​
​	4	​	​	To conduct a non-binding advisory vote to approve the compensation of our named executive officers.	​

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​	Proxy Statement Summary​	​	​	​	​	1	​	​
​	Voting Matters and Board Recommendations	​	​	​	​	1	​	​
​	Voting Methods	​	​	​	​	1	​	​
​	Company Overview	​	​	​	​	2	​	​
​	Director Nominees	​	​	​	​	2	​	​
​	Annual Meeting Information	​	​	​	​	3	​	​
​	Proxy Statement Materials	​	​	​	​	3	​	​
​	Frequently Asked Questions About the Annual Meeting	​	​	​	​	3	​	​
​	Board and Governance Practices	​	​	​	​	9	​	​
​	Overview	​	​	​	​	9	​	​
​	Corporate Governance Guidelines	​	​	​	​	9	​	​
​	Director Independence	​	​	​	​	9	​	​
​	Our Board of Directors	​	​	​	​	9	​	​
​	Background and Experience of Directors	​	​	​	​	10	​	​
​	Board Leadership Structure	​	​	​	​	11	​	​
​	Board Self-Assessment	​	​	​	​	11	​	​
​	Board Meetings	​	​	​	​	12	​	​
​	Risk Oversight	​	​	​	​	12	​	​
​	Sustainability	​	​	​	​	12	​	​
​	Board Diversity	​	​	​	​	13	​	​
​	Policy on Hedging and Pledging	​	​	​	​	13	​	​
​	Clawback Policy	​	​	​	​	14	​	​
​	Board Committees	​	​	​	​	14	​	​
​	Succession Planning	​	​	​	​	16	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	17	​	​
​	Code of Conduct	​	​	​	​	17	​	​
​	Stock Ownership Requirements	​	​	​	​	17	​	​
​	Communications With Our Board	​	​	​	​	17	​	​
​	Director Compensation	​	​	​	​	18	​	​
​	Proposal 1 — Election of Class I Directors	​	​	​	​	21	​	​
​	Votes Required For Approval	​	​	​	​	21	​	​
​	Nominees For Election For a Three-Year Term Expiring at the 2027 Annual Meeting	​	​	​	​	22	​	​
​	Continuing Directors in Office for a Term Expiring at the 2025 Annual Meeting	​	​	​	​	24	​	​
​	Continuing Directors in Office for a Term Expiring at the 2026 Annual Meeting	​	​	​	​	25	​	​
​	Proposals 2A and 2B — Approval of Amendments to Our Amended and Restated Certificate of Incorporation	​	​	​	​	27	​	​
​	Proposal 2A — Approval of Amendments to Our Amended and Restated Certificate of Incorporation to Include Officer Exculpation	​	​	​	​	27	​	​
​	Proposal 2B — Approval of Amendments to Our Amended and Restated Certificate of Incorporation to Eliminate Outdated Language and Make Certain Technical Changes	​	​	​	​	28	​	​
​	Proposal 3 — Ratification of the Selection of Our Independent Registered Public Accounting Firm	​	​	​	​	29	​	​

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​	Audit Committee Matters	​	​	​	​	30	​	​
​	Change of Registered Public Accounting Firm	​	​	​	​	30	​	​
​	Services and Fees for 2023 and 2022	​	​	​	​	31	​	​
​	Audit Committee Pre-Approval Process	​	​	​	​	31	​	​
​	Report of the Audit Committee	​	​	​	​	32	​	​
​	Compensation Discussion & Analysis	​	​	​	​	34	​	​
​	Executive Compensation	​	​	​	​	34	​	​
​	Accomplishments Achieved by Executive Team During Fiscal Year 2023	​	​	​	​	34	​	​
​	Executive Summary	​	​	​	​	34	​	​
​	Executive Compensation Objectives and Philosophy	​	​	​	​	35	​	​
​	Compensation Determination Process	​	​	​	​	36	​	​
​	Additional Information About our Executive Compensation Program	​	​	​	​	43	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	43	​	​
​	Compensation Committee Report	​	​	​	​	44	​	​
​	Executive Compensation	​	​	​	​	45	​	​
​	Summary Compensation Table	​	​	​	​	45	​	​
​	Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table	​	​	​	​	48	​	​
​	Outstanding Equity Awards at 2023 Year End	​	​	​	​	51	​	​
​	Option Exercises and Stock Vested	​	​	​	​	53	​	​
​	Employment Agreements	​	​	​	​	54	​	​
​	CEO Pay Ratio	​	​	​	​	56	​	​
​	Termination and Severance	​	​	​	​	57	​	​
​	Termination Provisions in Employment Agreements	​	​	​	​	61	​	​
​	Treatment of Equity Awards	​	​	​	​	62	​	​
​	Pay Versus Performance	​	​	​	​	64	​	​
​	Proposal 4 — Advisory to Approve the 2023 Compensation of Our Named Executive Officers​	​	​	​	​	71	​	​
​	Our Executive Officers	​	​	​	​	71	​	​
​	Certain Relationships and Related Party Transactions	​	​	​	​	73	​	​
​	Registration Rights Agreement	​	​	​	​	73	​	​
​	Stockholders Agreement	​	​	​	​	73	​	​
​	Indemnification of Directors and Officers	​	​	​	​	74	​	​
​	Related Persons Transaction Policy	​	​	​	​	74	​	​
​	Delinquent Section 16(A) Reports​	​	​	​	​	74	​	​
​	Stock Ownership Table	​	​	​	​	75	​	​
​	Other Matters	​	​	​	​	79	​	​
​	Stockholder Recommendations and Nominations of Director Candidates	​	​	​	​	79	​	​
​	Submission of Stockholder Proposals and Board Nominees for 2025	​	​	​	​	79	​	​
​	Stockholder Proposals for Inclusion in the 2025 Proxy Statement	​	​	​	​	79	​	​
​	Other Stockholder Proposals or Nominations for Presentation at the 2025 Annual Meeting	​	​	​	​	79	​	​
​	Availability of 2023 Form 10-K	​	​	​	​	80	​	​

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​	Voting Matters — 2024 Proposals	​	​	Board Recommends:				​
​	Proposal 1: Election of Class I directors.	​	​	FOR each nominee	​	​		​
​	Proposals 2a and 2b: To approve two separate proposals to amend our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) : a. Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and ​ b. Amend our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes; ​	​	​	FOR	​	​		​
			​	FOR	​	​		​
​	Proposal 3: Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024.	​	​	FOR	​	​		​
​	Proposal 4: To conduct a non-binding advisory vote to approve the compensation of our named executive officers.	​	​	FOR	​	​		​

​		​	​	INTERNET Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voting instruction form or notice.	​
​		​	​	TELEPHONE Call 1-800-690-6903 or the number on your voting instruction form. You will need the 16-digit number included in your proxy card, voting instruction form or notice.	​
​		​	​	MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope.	​
​		​	​	VIA WEBCAST DURING THE ANNUAL MEETING Visit www.virtualshareholdermeeting.com/CERT2024. You will need the 16-digit number shown on your proxy card, voting instruction form, or notice. Online access begins at 8:45 a.m. Eastern Time.	​

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​	PROPOSALS				​	​	VOTE REQUIRED	​	​	BROKER DISCRETIONARY VOTING ALLOWED	​
​	1	​	​	Election of Class I directors.	​	​	Plurality of votes cast for each director nominee (the nominees receiving the most “FOR” votes)	​	​	No	​
​	2a and 2b	​	​	To approve two separate proposals to amend our Certificate of Incorporation: a.   Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and b.   Amend our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes.	​	​	The affirmative vote of the holders of at least 662∕3% in voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class	​	​	No	​
​	3	​	​	Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024.	​	​	Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter	​	​	Yes	​
​	4	​	​	To conduct a non-binding advisory vote to approve the compensation of our named executive officers.	​	​	Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter	​	​	No	​

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​	Regular, Registered or Overnight Mail Broadridge Corporate Issuer Solutions, Inc. Attention: Interactive Workflow System 1155 Long Island Avenue Edgewood, NY 11717	​	​	Telephone Inquiries: Domestic Shareowners: (844) 998-0339 or TTY for hearing impaired: (855) 627-5080 International Shareowners: (303) 562-9304 or TTY for hearing impaired: (720) 399-2074	​
​	Website: www.shareholder.broadridge.com				​

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​	CLASS	​	​	DIRECTORS	​	​	TERM EXPIRES	​
​	I	​	​	J. Cashman	​	​	2024	​
			​	N. Killefer	​	​	2024	​
			​	D. Spaight	​	​	2024	​
​	II	​	​	E. Broshy	​	​	2025	​
			​	C. Collins	​	​	2025	​
			​	M. Walsh	​	​	2025	​
​	III	​	​	R. Crane	​	​	2026	​
			​	W. Feehery	​	​	2026	​
			​	S. McLean	​	​	2026	​

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​	AREAS OF EXPERTISE/LEADERSHIP QUALITIES	​	​	​	TOTAL MEMBERS	​
​	EXECUTIVE LEADERSHIP					​
​	CEO Experience	​	​	​	6	​
​	CFO Experience	​	​	​	2	​
​	CTO/R&D Experience	​	​	​	2	​
​	COO Experience	​	​	​	1	​
​	INDUSTRY BACKGROUND					​
​	Pharmaceutical/Biotech	​	​	​	6	​
​	Pharma Services/Tech	​	​	​	4	​
​	Technology (IT/Software/Cybersecurity)	​	​	​	4	​
​	SKILLS					​
​	Mergers and Acquisitions	​	​	​	8	​
​	Investor Relations	​	​	​	8	​
​	Sales & Marketing	​	​	​	7	​
​	Operations	​	​	​	7	​
​	Corporate Governance/Ethics	​	​	​	7	​
​	Financial/Audit & Risk	​	​	​	6	​
​	Human Capital Management/Compensation	​	​	​	6	​
​	Global/International Business	​	​	​	4	​
​	Technology (IT/Software/Cybersecurity)	​	​	​	3	​
​	Science/R&D	​	​	​	2	​

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​	THE PURPOSE OF THE AUDIT COMMITTEE IS TO ASSIST THE BOARD IN FULFILLING FIDUCIARY OVERSIGHT RESPONSIBILITIES RELATING TO:​									​
​		​	​	​		​	​	​		​
​	The quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal controls and financial statement audits.	​	​	​	Our compliance with legal and regulatory requirements.	​	​	​	Our independent registered public accounting firm’s qualifications, performance and independence.	​
​		​	​	​		​	​	​		​
​	Our corporate compliance program, including our Code of Conduct policy and Anti- Corruption Compliance Policy, and investigating possible violations thereunder.	​	​	​	Our risk management policies and procedures, including those related to data privacy and cybersecurity.	​	​	​	The performance of our internal audit function.	​

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​

BOARD DIVERSITY MATRIX (AS OF MARCH 15, 2024)

​

​

Board Size:

​

​

Total Number of Directors

​

​

​

9

​

​

Gender:

​

​

​

Female

​

​

​

Male

​

​

​

Non-Binary

​

​

​

Did Not Disclose Gender

​

​

Directors

​

​

​

3

​

​

​

4

​

​

​

—

​

​

​

2

​

​

Demographic Information:

​

​

White

​

​

​

3

​

​

​

4

​

​

​

—

​

​

​

​

​

​

Did Not Disclose Demographic Background

​

​

​

2

​

​

BOARD DIVERSITY MATRIX (AS OF MARCH 15, 2023)

​

​

Board Size:

​

​

Total Number of Directors

​

​

​

9

​

​

Gender:

​

​

​

Female

​

​

​

Male

​

​

​

Non-Binary

​

​

​

Did Not Disclose Gender

​

​

Directors

​

​

​

3

​

​

​

4

​

​

​

—

​

​

​

2

​

​

Demographic Information:

​

​

White

​

​

​

3

​

​

​

4

​

​

​

—

​

​

​

​

​

​

Did Not Disclose Demographic Background

​

​

​

2

​

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

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​	Name	​	​	Fees Earned or Paid In Cash ($)(1)	​	​	Stock Awards ($)(2)(3)	​	​	Total ($)	​
​	James Cashman III	​	​	137,500	​	​	182,010	​	​	319,510	​
​	Eran Broshy	​	​	70,000	​	​	182,010	​	​	252,010	​
​	Cynthia Collins	​	​	60,000	​	​	182,010	​	​	242.010	​
​	Rosemary Crane	​	​	57,500	​	​	182,010	​	​	239,510	​
​	Nancy Killefer	​	​	70,000	​	​	182,010	​	​	252,010	​
​	Stephen McLean(4)	​	​	—	​	​	—	​	​	—	​
​	David Spaight(4)	​	​	—	​	​	—	​	​	—	​
​	Matthew Walsh	​	​	70,000	​	​	182,010	​	​	252,010	​

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​

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

​

​	JAMES CASHMAN III Age 70					​
​	Director Since: Chairman of the Board since December 1, 2021 and a director since May 2018. Board Committees: ▪ Compensation Committee ​ ▪ Nominating and Corporate Governance Committee ​	​	​	​	Current Public Company Directorships: ▪ None ​ Experience and Career Highlights: Mr. Cashman served as Chairman of the board of directors of ANSYS Inc., an engineering simulation software company, from January 2017 until his retirement in April 2019. Prior to becoming Chairman of ANSYS, he was the Chief Executive Officer and a director of ANSYS from February 2000 to December 2016. Mr. Cashman also previously served on the board of directors of National Instruments Corp., a producer of automated test equipment and virtual instrumentation software. Qualifications: We believe Mr. Cashman contributes to our Board of Directors his expertise in the areas of technical, financial, operations and sales management.	​

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​	NANCY KILLEFER Age 70					​
​	Director Since: August 2021 Board Committees: ▪ Compensation Committee (Chair) ​ ▪ Nominating and Corporate Governance Committee ​	​	​	​	Current Public Company Directorships: ▪ Cardinal Health, Inc., a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. ​ ▪ Meta Platforms, Inc. (f/k/a Facebook, Inc.), builds technologies that help people connect, find communities and grow businesses. ​ Experience and Career Highlights: Ms. Killefer spent more than 15 years as a Senior Partner at McKinsey & Company. During that time, she was Director of the Washington, DC office and Managing Partner of the Public Sector Practice. Ms. Killefer left McKinsey & Company for three years in 1997 to serve as Assistant Secretary for Management, Chief Financial Officer, and Chief Operating Officer of the United States Department of the Treasury. Qualifications: Ms. Killefer is qualified to serve on our Board of Directors due to her extensive leadership and consulting expertise, and her public-company board experience.	​

​	DAVID SPAIGHT Age 65					​
​	Director Since: December 2022 Board Committees: ▪ Compensation Committee ​	​	​	​	Current Public Company Directorships: None. Experience and Career Highlights: Experience and Career Highlights: Mr. Spaight has served as an Operating Partner at Arsenal Capital, a private equity firm, since 2016. He currently serves as Executive Chairman of the board of directors of two private companies, including CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs; and OncoHealth, Inc., a provider of oncology utilization management and cancer care support services. Mr. Spaight also served as Executive Chairman of the board of directors of BioIVT, LLP, a provider of biospecimens for drug discovery, and Executive Chairman of Accumen, a provider 3D medical image post-processing and technology enabled solutions to optimize clinical laboratories and imaging departments. He previously served as Chairman and CEO of WIL Research, a global contract research organization (CRO), providing preclinical services to the biopharmaceutical industry; President of MDS Pharma Services, a global CRO providing services from early discovery through late-stage clinical trials; and senior executive roles with Fisher Scientific and PerkinElmer. Mr. Spaight also served as Chairman of the Association of Clinical Research Organizations (ACRO) and was a member of the ACRO Board for four years. Qualifications: Mr. Spaight contributes to our Board of Directors his insight into the life sciences industry, gained from over 35 years in leadership positions including multiple executive chairman roles.	​

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​	ERAN BROSHY Age 65					​
​	Director Since: July 2022 Board Committees: ▪ Audit Committee ​ ▪ Nominating and Corporate Governance Committee (Chair) ​	​	​	​	Current Public Company Directorships: ▪ Theravance Biopharma, Inc., a biopharmaceutical company primarily focused on the discovery, development and commercialization of respiratory medicines. ​ Experience and Career Highlights: Over the past decade, Mr. Broshy has served as a board director on multiple healthcare boards, and additionally has partnered with select private equity firms (including Providence Equity, Linden, Court Square, Tailwind, and Nordic Capital) to support their healthcare investment efforts. Mr. Broshy previously served for over a decade as the chief executive officer (until 2008) and chairman of the board of directors (until 2010) of inVentiv Health, Inc., a privately held company (and until August 2010, a Nasdaq listed company) that delivers a broad range of clinical and commercialization services to pharmaceutical and life sciences companies globally. Prior to joining inVentiv, Mr. Broshy was a management consultant with The Boston Consulting Group (BCG) for 15 years, including as the partner responsible for BCG’s healthcare practice across the Americas. He also served as president and chief executive officer of Coelacanth Corporation, a privately held biotechnology company. Mr. Broshy currently serves on the board of Theravance Biopharma (Nasdaq: TBPH) and of Thirty Madison, a privately held healthcare company. Within the previous five years Mr. Broshy has also served on the board of directors of Magellan Health and as chairman of the board of directors of Clario (previously ERT) and of DermaRite, both privately held healthcare companies. He currently also serves as a member of the Corporation of the Massachusetts Institute of Technology (“MIT”), as chairman of the American Friends of the Open University of Israel, and on the board of governors of the American Jewish Committee. Qualifications: Mr. Broshy’s contributes his insight in the healthcare industry as well as through his finance and capital markets experience.	​

​	CYNTHIA COLLINS Age 65					​
​	Director Since: August 2021 Board Committees: ▪ Audit Committee ​	​	​	​	Current Public Company Directorships: ▪ DermTech, Inc., a molecular diagnostic company. ​ ▪ Poseida Therapeutics, Inc., a cell and gene therapy company. ​ Experience and Career Highlights: Ms. Collins has been Chief Executive Officer for a number of companies in the pharmaceutical and biotechnology industry. Most recently, she was the Chief Executive Officer and a member of the board of directors of Editas Medicine, Inc., a gene-editing biotechnology company. Prior to that, she was the Chief Executive Officer of Human Longevity, Inc., Gen Vee and Sequoia Pharmaceuticals. Ms. Collins has also held senior management positions at GE Healthcare, Beckman Coulter, and Baxter Healthcare. Ms. Collins also serves on the board of Nutcracker Therapeutics, Inc., a privately held company. Qualifications: Ms. Collins is qualified to serve on our Board of Directors due to her extensive experience in the pharmaceutical and biotechnology industry, her leadership and management experience, and her service as a director of other biotechnology companies.	​

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​	MATTHEW WALSH Age 57					​
​	Director Since: August 2020 Board Committees: ▪ Audit Committee (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 business since June 2020. Prior to Organon, he served as Executive Vice President and Chief Financial Officer of Allergan, a publicly traded, global biopharmaceutical company, from 2018 until the sale of the company to Abbvie in 2020. From 2008 to 2018, Mr. Walsh served as Chief Financial Officer of Catalent, a global provider of delivery technologies, development, and manufacturing solutions to the life sciences industry. Before Catalent, from 2006 to 2008, he was President, Chief Financial Officer and Acting Chief Executive Officer at Escala Group, Inc. Qualifications: Mr. Walsh contributes deep experience in the pharmaceutical industry, as well as financial and accounting expertise, to our Board of Directors.	​

​	ROSEMARY CRANE Age 64					​
​	Director Since: 2022 Board Committees: ▪ Compensation Committee ​	​	​	​	Current Public Company Directorships: ▪ Tarsus Pharmaceuticals, Inc., a biopharmaceuticals company. ​ ▪ Teva Pharmaceutical Industries Limited, a provider of generics and biopharmaceuticals ​ Experience and Career Highlights: Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. She was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb from 1982 to 2002, including as President of U.S. Primary Care and as President of Global Marketing and Consumer Products. Ms. Crane has served on the board of directors of Catalent Pharma Solutions, Inc. from 2018 to January 2024. From 2015 to 2019, she served as Vice Chairman of the Board of Zealand Pharma A/S and from 2017 to March 2019, she served on the board of directors of Edge Therapeutics. Ms. Crane received an M.B.A. from Kent State University and a B.A. in communications and English from the State University of New York. Qualifications: Ms. Crane is qualified to serve on our Board of Directors due to her extensive experience in the pharmaceutical industry and her public-company board experience.	​

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​	WILLIAM FEEHERY, PH.D. Age 54					​
​	Director Since: 2019 Board Committees: None	​	​	​	Current Public Company Directorships: ▪ West Pharmaceutical Services, Inc., a leading global manufacturer in the design and production of technologically advanced, high-quality, integrated containment and delivery systems for injectable drugs and healthcare products. ​ Experience and Career Highlights: Dr. Feehery has served as Chief Executive Officer of Certara since June 2019. He joined Certara from DuPont, where he served since 2013 as President of Industrial Biosciences, a global biotechnology business that experienced significant growth and profitability under his leadership. He started at DuPont in 2002 and served in a number of operating roles in high-growth businesses, and he also has previous experience in venture capital and as a consultant for the Boston Consulting Group. He holds both a Ph.D. in chemical engineering and an MBA from MIT, was a Churchill Scholar at Cambridge University and received his BSE in chemical engineering from the University of Pennsylvania. His doctorate, awarded while he was the recipient of a National Science Foundation Fellowship, involved developing software and mathematical methods for modeling dynamic systems. Dr. Feehery also serves as a trustee of the Winston Churchill Foundation of the United States. Qualifications: Dr. Feehery brings to our Board of Directors extensive experience managing global technology businesses, which together with his experience leading the Company as our Chief Executive Officer, makes him well qualified to serve as one of our Directors.	​

​	STEPHEN MCLEAN Age 66					​
​	Director Since: 2013 Board Committees: ▪ Nominating and Corporate Governance Committee ​	​	​	​	Current Public Company Directorships: None Experience and Career Highlights: Mr. McLean has served as a Partner at Arsenal Capital Partners, a private equity firm, since 2010. He currently serves on the board of directors of a number of private companies, including WCG Clinical, a clinical services organization to the pharmaceutical industry; CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs; Accumen, Inc., a provider of technology-enabled solutions to optimize hospital clinical laboratories and imaging departments. Mr. McLean previously served as director of BioIVT, a provider of biospecimens for drug discovery; Lumanity, a provider of services to generate and communicate the value and effectiveness of drugs; TractManager Inc., a provider of contract and spend optimization solutions for hospitals and payers, and MaxHealth a value based provider of medical services in Florida. Prior to Arsenal, Mr. McLean was a co-founder of Merrill Lynch Capital Partners (and successor private equity funds) in 1984. He also has been a co-founder of several private life science and medical information technology companies. Mr. McLean is a co-founder and Chairman of the International Biomedical Research Alliance, a non-profit organization dedicated to training biomedical researchers in collaboration with the National Institutes of Health, Oxford and Cambridge Universities. Qualifications: Mr. McLean contributes to our Board of Directors his insight into the healthcare industry, gained from founding, investing in, and serving as a director of multiple healthcare companies as well as his knowledge of finance.	​

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​		​	​	Voting Recommendation:	​	​	What am I voting on? Stockholders are being asked to approve an amendment to our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law (the “DGCL”)(the “Exculpation Amendment”).	​
​	Your Board of Directors recommends a vote FOR approval of the Exculpation Amendment.				​

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​		​	​	Voting Recommendation:	​	​	What am I voting on? Stockholders are being asked to approve the amendment of our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes (collectively, the “Technical Amendments”).	​
​	Your Board of Directors recommends a vote FOR approval of the Technical Changes Amendment.				​

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​

2023

​

​

2022

​

​

Fees

​

​

RSM

​

​

CohnReznick

​

​

RSM*

​

​

CohnReznick**

​

​

Audit Fees

​

​

$1,465,450

​

​

$55,200

​

​

$1,096,425

​

​

$183,750

​

​

Audit Related Fees

​

​

—

​

​

—

​

​

—

​

​

—

​

​

Tax Fees

​

​

—

​

​

—

​

​

—

​

​

—

​

​

All Other Fees

​

​

$80,700

​

​

—

​

​

$106,114

​

​

$215,250

​

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​	William F. Feehery	​	​	Chief Executive Officer	​
​	John E. Gallagher III	​	​	Senior Vice President and CFO	​
​	Leif E. Pedersen	​	​	President, Chief Commercial Officer	​
​	Patrick F. Smith	​	​	President, Certara Drug Development Solutions	​
​	Robert P. Aspbury	​	​	President, Certara Scientific Software	​
​	Former Executive	​	​	​	​
​	M. Andrew Schemick	​	​	Former CFO	​

​		​	​	Revenue was $354,3 million, compared to $335,6 million in 2022, representing growth of 6% over 2022 on a reported basis.	​
​		​	​	Grew the number of customers with annual customer value of $100,000 or more in revenue increased from 370 in 2022 to 389 in 2023.	​
​		​	​	Since 2014, Certara customers who use the Company’s biosimulation software and technology-drive services received 90% of the US FDA novel drug approvals (excluding diagnostic agents).	​
​		​	​	Introduced Simcyp™ Biopharmaceutics software to increase efficiency of novel and generic drug formation and development.	​
​		​	​	Completed the acquisition of three companies which resulted in $40.2 million of intangible assets and expanded both our biosimulation capabilities and our data standardization and submission platforms.	​
​		​	​	Software products are licensed by more than 57,000 users and are also used by 23 global, drug regulatory agencies, a including the FDA, Japan’s Pharmaceuticals and Medical Devices Agency (“PMDA”), and China Food and Drug Administration (“cFDA”), an increase in 6 regulatory agencies from 2022.	​

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​	At-Will Employment	​	​	We employ our named executive officers at will.	​
​	Compensation Clawback Policy	​	​	Our compensation clawback policy allows us to recover annual cash incentives, equity awards, or other amounts that may be paid in respect of awards in the event of certain acts of misconduct by our named executive officers.	​
​	Independent Compensation Consultant	​	​	The Compensation Committee has directly retained an independent compensation consultant that performs no services to Certara other than services for the Compensation Committee.	​
​	No Significant Perquisites	​	​	We do not provide significant perquisites to our named executive officers.	​
​	Prohibition on Hedging, Pledging and Short Sales	​	​	We prohibit short sales, transaction in derivatives, hedging and pledging of Certara securities by our named executive officers.	​
​	Stock Ownership Guidelines	​	​	We have a robust stock ownership guideline for our named executive officers.	​

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

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​

▪ AbCellera Biologics Inc. ​ ▪ Accolade, Inc. ​ ▪ Alkermes plc ​ ▪ Altair Engineering Inc. ​ ▪ Computer Programs and Systems, Inc. ​ ▪ Health Catalyst, Inc. ​ ▪ HealthEquity, Inc. ​ ▪ Medpace Holdings, Inc. ​

​

​

▪ Model N, Inc. ​ ▪ NextGen Healthcare, Inc. ​ ▪ Omnicell, Inc. ​ ▪ Qualys, Inc. ​ ▪ Repligen Corporation ​ ▪ Schrödinger, Inc. ​ ▪ SPS Commerce, Inc. ​

​

​	Name	​	​	Base Salary as of December 31, 2023	​	​	Base Salary as of December 31, 2022	​
​	William F. Feehery	​	​	$795,675	​	​	$795,675	​
​	John E. Gallagher III(1)	​	​	$575,000	​	​	—	​
​	Leif E. Pedersen	​	​	$427,193	​	​	$406,850	​
​	Patrick F. Smith	​	​	$400,155	​	​	$381,100	​
​	Robert P. Aspbury(2)	​	​	$337,649	​	​	$334,022	​
​	Former Executive	​	​	​	​	​	​	​
​	M. Andrew Schemick(3)	​	​	—	​	​	$418,000	​

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​	Name	​	​	2023 Target Bonus (Expressed as a Percentage of Base Salary)	​	​	2022 Target Bonus (Expressed as a Percentage of Base Salary)	​
​	William F. Feehery	​	​	100	​	​	75	​
​	John E. Gallagher III(1)	​	​	50	​	​	—	​
​	Leif E. Pedersen	​	​	55	​	​	50	​
​	Patrick F. Smith	​	​	55	​	​	50	​
​	Robert P. Aspbury	​	​	55	​	​	50	​
​	Former Executive	​	​	​	​	​	​	​
​	M. Andrew Schemick(2)	​	​	—	​	​	—	​

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​	Named Executive Officer	​	​	2023 Multiplier	​
​	William F. Feehery	​	​	64%	​
​	John E. Gallagher III	​	​	64%	​
​	Leif E. Pedersen	​	​	69%	​
​	Patrick F. Smith	​	​	75%	​
​	Robert P. Aspbury	​	​	101%	​
​	Former Executive	​	​	​	​
​	M. Andrew Schemick	​	​	—	​

​

Name

​

​

2023 Base Salary ($)

​

​

2023 Target Bonus (%)

​

​

Target Bonus Amount ($)

​

​

Multiplying Factor (as Adjusted by Compensation Committee)

​

​

Total Bonus Paid ($)

​

​

William F. Feehery

​

​

795,675

​

​

100

​

​

795,675

​

​

64%

​

​

509,232

​

​

John E. Gallagher III

​

​

575,000

​

​

50

​

​

287,500

​

​

64%

​

​

184,000

​

​

Leif E. Pedersen

​

​

427,193

​

​

55

​

​

234,956

​

​

69%

​

​

162,120

​

​

Patrick F. Smith

​

​

400,155

​

​

55

​

​

220,085

​

​

75%

​

​

165,064

​

​

Robert P. Aspbury

​

​

337,649

​

​

55

​

​

185,707

​

​

101%

​

​

187,564

​

​

Former Executive

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

M. Andrew Schemick(1)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

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Name

​

​

2023 Long-Term Incentive Value(1)

​

​

Long-Term Incentive as a Percentage of Base Salary

​

​

RSUs

​

​

PSUs

​

​

William F. Feehery

​

​

$6,485,296

​

​

815%

​

​

99,659

​

​

149,488

​

​

John E. Gallagher III

​

​

$3,173,290

​

​

552%

​

​

67,224

​

​

56,848

​

​

Leif E. Pedersen

​

​

$1,532,907

​

​

359%

​

​

23,556

​

​

35,334

​

​

Patrick F. Smith

​

​

$1,840,557

​

​

460%

​

​

40,010

​

​

35,334

​

​

Robert P. Aspbury

​

​

$1,532,907

​

​

454%

​

​

23,556

​

​

35,334

​

​

Former Executive

​

​

​

​

​

​

​

​

​

​

​

​

​

​

M. Andrew Schemick(2)

​

​

—

​

​

—

​

​

—

​

​

—

​

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​	Position	​	​	Stock Ownership Multiple	​	​	Shares Included	​
​	CEO	​	​	Five times base salary	​	​	▪ Stock purchased on the open market ​	​
​	NEOs, EVPs and SVPs	​	​	Two times base salary	​	​	▪ Stock obtained through stock option exercise or pursuant to any Company Stock purchase plan; ​	​
​	Non-Employee Directors	​	​	Five times annual cash retainer	​	​	▪ Restricted stock and RSUs subject to time and service conditions only (i.e., excluding those still subject to performance conditions); ​	​
​	​	​	​	​	​	​	▪ Deferred stock units; ​ ▪ Stock held in a 401(k) or other similar vehicle (2), and ​ ▪ Stock beneficially owned in a trust, by a spouse and/or minor children. ​	​

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​

Name and Principal Position

​

​

Year(1)

​

​

Salary ($)(2)

​

​

Bonus ($)(3)

​

​

Equity Awards ($)(4)(5)

​

​

Non-Equity Incentive Plan Compensation ($)(6)

​

​

All Other Compensation ($)(7)

​

​

Total ($)

​

​

William F. Feehery Chief Executive Officer

​

​

​

​

2023

​

​

​

​

​

795,675

​

​

​

​

​

—

​

​

​

​

​

6,485,296

​

​

​

​

​

509,232

​

​

​

​

​

19,825

​

​

​

​

​

7,810,028

​

​

​

​

​

2022

​

​

​

​

​

795,675

​

​

​

​

​

—

​

​

​

​

​

4,883,430

​

​

​

​

​

543,048

​

​

​

​

​

12,172

​

​

​

​

​

6,234,325

​

​

​

​

​

2021

​

​

​

​

​

772,500

​

​

​

​

​

—

​

​

​

​

​

4,999,995

​

​

​

​

​

463,500

​

​

​

​

​

8,700

​

​

​

​

​

6,244,695

​

​

​

John E. Gallagher III SVP and CFO

​

​

​

​

2023

​

​

​

​

​

431,250

​

​

​

​

​

435,750

​

​

​

​

​

3,173,290

​

​

​

​

​

184,000

​

​

​

​

​

17,854

​

​

​

​

​

4,242,144

​

​

​

Leif E. Pedersen President, Chief Commercial Officer

​

​

​

​

2023

​

​

​

​

​

427,193

​

​

​

​

​

—

​

​

​

​

​

1,532,907

​

​

​

​

​

162,120

​

​

​

​

​

19,800

​

​

​

​

​

2,142,020

​

​

​

​

​

2022

​

​

​

​

​

406,850

​

​

​

​

​

—

​

​

​

​

​

1,154,286

​

​

​

​

​

209,528

​

​

​

​

​

9,150

​

​

​

​

​

1,779,814

​

​

​

​

​

2021

​

​

​

​

​

395,000

​

​

​

​

​

—

​

​

​

​

​

1,300,062

​

​

​

​

​

31,600

​

​

​

​

​

7,511

​

​

​

​

​

1,734,173

​

​

​

Patrick F. Smith President, Certara Drug Development Solutions

​

​

​

​

2023

​

​

​

​

​

400,155

​

​

​

​

​

—

​

​

​

​

​

1,840,557

​

​

​

​

​

165,064

​

​

​

​

​

16,803

​

​

​

​

​

2,422,579

​

​

​

​

​

2022

​

​

​

​

​

381,100

​

​

​

​

​

—

​

​

​

​

​

1,154,286

​

​

​

​

​

231,328

​

​

​

​

​

9,150

​

​

​

​

​

1,775,864

​

​

​

Robert P. Aspbury President, Certara Scientific Software

​

​

​

​

2023

​

​

​

​

​

337,649

​

​

​

​

​

—

​

​

​

​

​

1,532,907

​

​

​

​

​

187,564

​

​

​

​

​

27,012

​

​

​

​

​

2,085,132

​

​

​

​

​

2022

​

​

​

​

​

305,496

​

​

​

​

​

—

​

​

​

​

​

1,154,286

​

​

​

​

​

185,382

​

​

​

​

​

27,209

​

​

​

​

​

1,672,373

​

​

​

​

​

2021

​

​

​

​

​

314,925

​

​

​

​

​

32,865

​

​

​

​

​

1,312,005

​

​

​

​

​

70,066

​

​

​

​

​

25,194

​

​

​

​

​

1,855,055

​

​

​

Former Executive

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

M. Andrew Schemick Former CFO

​

​

​

​

2023

​

​

​

​

​

157,625

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

11,883

​

​

​

​

​

169,508

​

​

​

​

​

2022

​

​

​

​

​

418,000

​

​

​

​

​

—

​

​

​

​

​

1,775,817

​

​

​

​

​

190,190

​

​

​

​

​

9,150

​

​

​

​

​

2,393,157

​

​

​

​

​

2021

​

​

​

​

​

400,000

​

​

​

​

​

—

​

​

​

​

​

1,900,025

​

​

​

​

​

160,000

​

​

​

​

​

8,700

​

​

​

​

​

2,468,725

​

​