Independent
Tenure on this board
0.3 yrs
3 nominees · 3 ballot items.
Three proposals: (1) Election of three Class III directors (Arjun Bedi, Stephen McLean, Jon Resnick); (2) Ratification of RSM US LLP as independent registered public accounting firm for fiscal 2026; and (3) a non-binding advisory 'say-on-pay' to approve the 2025 compensation of the Company’s named executive officers — the Board recommends FOR all proposals.
Elect three Class III directors — Arjun Bedi, Stephen McLean, and Jon Resnick — each for a three-year term expiring at the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
An advisory (non-binding) vote to approve, on an annual basis, the compensation of the Company’s named executive officers for the most recently completed fiscal year (2025), as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed 2025 executive compensation program for named executive officers. Management is seeking this shareholder approval to validate its pay-for-performance design and to satisfy the annual advisory vote requirement under Section 14A, while also using the result as feedback for future compensation decisions. Certara’s executive pay program emphasizes performance-based incentives: annual cash bonuses under its Annual Incentive Bonus Plan tied to adjusted EBITDA, revenue and operational KPIs, and long-term equity awards comprised of RSUs and PSUs (with 2025 PSUs tied to absolute TSR/ATSR targets). Notable contextual elements include substantial long-term incentive target values (e.g., large CEO LTI target in 2025), the recent CEO transition effective January 1, 2026, the Company’s clawback policy, stock ownership guidelines, and a formal Executive Officer Severance Policy that governs post-termination payments and certain vesting enhancements. Potential stockholder concerns include the size and structure of long-term awards and severance/consulting payments associated with the prior CEO’s separation, and the calibration of performance metrics and payout outcomes (for example, 2023 PSUs ultimately paid out at a reduced level after rTSR modification). Management’s counter-argument is that the program is market-competitive, aligned with long-term stockholder value through performance metrics and equity-based pay, is overseen by an independent Compensation Committee that retained an independent consultant, and incorporates governance safeguards. Because the vote is advisory, it will not change compensation contracts directly, but the Board and Compensation Committee will consider the vote’s outcome when setting future pay. The Board recommends a FOR vote to demonstrate support for the Company’s pay-for-performance philosophy and to support retention and alignment of executive leadership with stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.3% | 9,877,325 | $56M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 8,333,867 | $48M |
| 3 | DEERFIELD MANAGEMENT COMPANY, L.P. | 5.0% | 7,808,605 | $45M |
| 4 | Jefferies Financial Group Inc. | 4.4% | 6,858,209 | $39M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 5,969,196 | $34M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 5,360,429 | $31M |
| 7 | WASATCH ADVISORS LP | 3.4% | 5,272,166 | $30M |
| 8 | ArrowMark Colorado Holdings LLC | 3.0% | 4,592,707 | $26M |
| 9 | STATE STREET CORP | 2.5% | 3,940,495 | $22M |
| 10 | CITADEL ADVISORS LLC | 2.5% | 3,913,329 | $22M |
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