🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Certara, Inc.'s 2026 Annual Meeting of Stockholders. Think of it as the official "meeting packet" that gives shareholders all the info they need to vote on key company decisions. It explains what will be voted on, who the director nominees are, how executives are paid, and details about company governance.

👉 Why it matters: If you own stock in Certara, this document tells you what you're voting on and helps you make informed decisions. It’s all about transparency and shareholder rights.

🏢 What The Company Does

In simple terms, Certara provides software and services that help drug companies develop medicines faster and more efficiently. They create computer models and simulations (called "biosimulation") to predict how new drugs will work in the human body, which can speed up clinical trials and reduce costs.

• Industry: They operate in the life sciences technology sector.
• Business Model: They make money by selling software licenses, related services, and consulting to pharmaceutical and biotech companies worldwide.

📅 The Big Event: 2026 Annual Meeting

• When & Where: Thursday, May 14, 2026, at 9:00 a.m. Eastern Time. It will be held entirely online via a virtual webcast at www.virtualshareholdermeeting.com/CERT2026.
• Who Can Vote: You can vote if you were a stockholder of record as of March 20, 2026. As of that date, there were 153,325,078 shares of common stock outstanding.
• How to Vote: You can vote online, by telephone (1-800-690-6903), by mail, or during the virtual meeting itself. You'll need your 16-digit control number to participate.

👉 Key Point: Your vote is important, even if you don’t plan to attend the meeting.

🗳️ What You're Voting On (The Proposals)

The Board recommends voting FOR all three proposals.

1. Election of Directors

You are voting to elect three Class III directors to serve until 2029. The nominees are:

• Arjun Bedi
• Stephen McLean
• Jon Resnick (the new CEO)

Two current Class III directors, Rosemary Crane and Cynthia Collins, are not standing for re-election and will leave the board after the meeting. The board size will be reduced from 11 to 9 directors.

2. Ratify the Auditor

You are voting to approve the appointment of RSM US LLP as the company's independent accounting firm for 2026. This is a standard, routine proposal.

3. Advisory Vote on Executive Compensation ("Say-on-Pay")

You are voting to approve, on a non-binding basis, the compensation paid to Certara's top executives. This is your chance to signal whether you think the pay packages are reasonable.

👥 Board & Leadership Changes

• CEO Transition: A major change is highlighted. Jon Resnick became the new Chief Executive Officer on January 1, 2026, succeeding William Feehery.
• Board Independence: The board has determined that 10 of its current 11 directors are "independent" under stock market rules, meaning they have no material relationship with the company outside of their board role.
• Key Board Committees:
  • Audit Committee: Oversees financial reporting and the auditor. Chaired by Matthew Walsh.
  • Compensation Committee: Sets executive pay. Chaired by Nancy Killefer.
  • Nominating & Corporate Governance Committee: Oversees board composition and governance. Chaired by Eran Broshy.

💰 Executive Compensation (The Pay Packages)

This is a huge section of the proxy. Here’s the simple breakdown of how the top executives were paid for 2025.

Named Executive Officers (NEOs):

• William F. Feehery (Former CEO)
• John E. Gallagher III (CFO)
• Robert A. Aspbury (President, Certara Predictive Technologies)
• Leif E. Pedersen (President, Chief Commercial Officer)
• Adrian K. McKemey (President, Certara Drug Development Solutions)

How They Are Paid (2025 Highlights):

• Base Salary: Fixed annual cash payment.
• Annual Cash Bonus: Based on hitting yearly financial and strategic goals. For 2025, the CEO's target bonus was 100% of his salary.
• Long-Term Equity Awards (The Biggest Part): This is where most of the compensation comes from. It's designed to tie pay to long-term stock performance.
  • Restricted Stock Units (RSUs): 40% of the award. These vest (the executive earns them) over 3 years.
  • Performance Stock Units (PSUs): 60% of the award. These pay out in 2028 based on the company's stock price performance over 2025, 2026, and 2027. The better the stock does, the more shares they get (up to a maximum of 200% of the target).

Total Compensation for 2025 (from the Summary Table):

• CEO (Feehery): ~$6.5 million (mostly from equity awards granted earlier in the year before his departure).
• CFO (Gallagher): ~$2.7 million
• Others: Between ~$1.8 million and ~$2.0 million

👉 Why it matters: The compensation plan is heavily weighted toward long-term stock performance through PSUs, which is meant to align the executives' interests with those of shareholders.

⚖️ Big Picture: Governance & Other Details

👍 Strengths & Good Practices:

• Separate Chair & CEO: The board chair (James Cashman III) and CEO (Jon Resnick) are different people, which can improve oversight.
• All Committee Members Independent: Each board committee is made up entirely of independent directors.
• Robust Clawback Policy: The company can recover incentive compensation from executives if there's an accounting restatement.
• Stock Ownership Guidelines: Directors and executives are required to hold a significant amount of company stock, aligning their wealth with shareholders.
• No Hedging/Pledging: Insiders are prohibited from hedging their stock or pledging it as loan collateral.

⚠️ Risks & Things to Note:

• Leadership Transition: A new CEO is always a period of potential uncertainty and adjustment.
• Stockholder Agreement: Investment firm Arsenal Capital Partners has the right to appoint two directors to the board due to a past stock transaction, which can influence board composition.
• Performance-Based Pay Complexity: The PSU awards have complex performance metrics that shareholders should understand.

🔮 What's Next

Following the annual meeting on May 14, 2026, the newly constituted board will oversee the company under CEO Jon Resnick's leadership. The company will continue to execute its strategy in the biosimulation market, with executive compensation tied to its multi-year stock price performance.

🧠 The Analogy

Think of this proxy statement like the agenda and report card for a school's annual parent-teacher meeting. The "teachers" (management) have prepared a detailed report on last year's grades (financials and strategy) and their own performance reviews (executive pay). The "parents" (shareholders) are being asked to vote on approving the report, electing members of the school board (directors), and giving feedback on teacher compensation, all to ensure the school is run well for the future.

📇 Key Contacts & People

• For Meeting & Voting Questions: Contact Broadridge, the transfer agent.
  • Phone (Domestic): (844) 998-0339
  • Phone (International): (303) 562-9304
  • Website: www.shareholder.broadridge.com
• For Company Information & Proxy Materials: Certara Investor Relations
  • Address: 4 Radnor Corporate Center, Suite 350, Radnor, PA 19087
  • Email: [email protected]
• Key Company Contacts from the Filing:
  • Jon Resnick, Chief Executive Officer
  • Daniel D. Corcoran, Senior Vice President, General Counsel, and Secretary

🧩 Final Takeaway

This proxy details Certara's 2026 shareholder meeting, where you'll vote on a new board slate led by CEO Jon Resnick and a compensation plan heavily tied to the company's future stock price performance. The document showcases a transition in leadership and a governance structure designed to align executives with long-term shareholder interests.