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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Certara, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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WILLIAM F. FEEHERY

Chief Executed Officer

Dear Fellow Shareholder:

On behalf of the Board of Directors and management of Certara, Inc., I cordially invite you to attend our annual meeting of shareholders on Tuesday, May 17, 2022 at 9:00 a.m. (Eastern Time). The 2022 Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the 2022 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2022. Shareholders 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.

Thank you for your continued support of Certara, Inc.

Sincerely,

William F. Feehery
Chief Executive Officer

April 7, 2022

100 Overlook Center, Suite 101, Princeton, NJ 08540

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Proxy Statement

Notice of 2022 Annual Meeting of Shareholders

Quick Summary:

Meeting Date: May 17, 2022

Time:

9:00 a.m. Eastern Time

Webcast:

www.virtualshareholdermeeting.com/CERT2022

The Annual Meeting of Shareholders of Certara, Inc. will be held on Tuesday, May 17, 2022, at 9:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/CERT2022. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 8:45 a.m. Eastern Time. For further information on how to participate in the meeting, please see General Information.

The annual meeting will be held to consider and vote upon the following proposals:

Election of directors.

Ratification of the appointment of our independent registered public accounting firm.

A non-binding advisory vote on the frequency of future say-on-pay votes.

Transact any other business properly introduced at the annual meeting.

This Proxy Statement and accompanying proxy card are first being made available on or about April 7, 2022. Only shareholders of record on March 25, 2022 may vote during the meeting. A list of these shareholders will be open for examination by any shareholder for any purposes germane to the 2022 Annual Meeting for a period of 10 days prior to the 2022 Annual Meeting by contacting our Investor Relations department at ir@certara.com and during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/CERT2022.

Please note that if you held common stock on March 25, 2022, in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

				By Order of the Board of Directors

	Princeton, NJ April 7, 2022			Richard M. Traynor Senior Vice President, General Counsel, and Secretary

100 Overlook Center, Suite 101, Princeton, NJ 08540

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	Page
PROXY STATEMENT SUMMARY		1
Voting Items and Board Recommendations		1
Voting Methods		1
Company Overview		1
Director Nominees		2
GENERAL INFORMATION		3
Proxy Statement Materials		3
Questions and Answers You May Have About Our Annual Meeting and Voting		3
BOARD AND GOVERNANCE PRACTICES		9
Overview		9
Corporate Governance Guidelines		9
Director Independence		9
Our Board of Directors		10
Background and Experience of Directors		11
Board Leadership Structure		11
Board Self-Assessment		12
Board Meetings		12
Risk Oversight		12
Sustainability		13
Board Diversity		13
Policy on Hedging and Pledging		14
Committees		14
Code of Conduct		17
Stock Ownership Requirements		17
Communications With Our Board		17
Director Compensation		18
PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS		20
Vote Required		20
Nominees for Election to the Board for a Three Year Term Expiring at the 2025 Annual Meeting		21
Board Members Continuing in Office for a Term Expiring at the 2023 Annual Meeting		23
Board Members Continuing in Office for a Term Expiring at the 2024 Annual Meeting		25
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27
Required Vote		27
AUDIT COMMITTEE MATTERS		28
Services and Fees for 2021 and 2020		29
Audit Committee Pre-Approval Process		29

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	Page
Report of Audit Committee		30
COMPENSATION DISCUSSION & ANALYSIS		32
Executive Compensation		32
Executive Summary		32
Summary of Executive Compensation Practices		34
Elements of our Compensation Program		36
COMPENSATION COMMITTEE REPORT		44
EXECUTIVE COMPENSATION TABLES		44
Summary Compensation Table		44
Outstanding Equity Awards at 2021 Year End		50
Employment Agreements		53
Termination and Severance		55
PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE SAY-ON-PAY VOTES		60
Required Vote		60
OUR EXECUTIVE OFFICERS		61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		62
Registration Rights Agreement		62
Stockholders Agreement		62
Indemnification of Directors and Officers		63
Related Person Transaction Policy		63
DELINQUENT SECTION 16(A) REPORTS		63
STOCK OWNERSHIP TABLE		64
OTHER MATTERS		67
Shareholder Recommendations and Nominations of Director Candidates		67
Submission of Shareholder Proposal and Board Nominees for 2023		67
Availability of 2021 Form 10-K		68

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CERTARA, INC.

PROXY STATEMENT SUMMARY

This summary highlights selected information in the proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 before voting.

VOTING ITEMS AND BOARD RECOMMENDATIONS

Proposals

Board
Recommendation

Proposal 1

Election of Class II directors

FOR

Proposal 2

Ratification of the appointment of our independent registered public accounting firm

FOR

Proposal 3

A non-binding advisory vote on the frequency of future say-on-pay votes

ONE YEAR

VOTING METHODS

		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/CERT2022. 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.

COMPANY OVERVIEW

Certara, Inc., incorporated on June 27, 2017, is a Delaware corporation with its executive offices at 100 Overlook Center, Suite 101, Princeton, NJ 08540. In this proxy statement the words “Certara,” “Company,” “we,” “us” or “our” refer to Certara, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. References to “EQT” means certain investment funds of EQT AB and its affiliates, including EQT Avatar Parent, L.P. (the “EQT Investor”). References to “Arsenal” means certain investment funds of Arsenal Capital Partners and its affiliates. Our Common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CERT.”

Certara delivers software products and technology-driven services to customers to efficiently carry out and realize the full benefits of biosimulation in drug discovery, preclinical and clinical research,

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regulatory submissions and market access. We are a global leader in biosimulation, and the Company’s biosimulation software and technology-driven services help optimize, streamline, or even waive certain clinical trials to accelerate programs, reduce costs, and increase the probability of success. Our software and services for regulatory science and submissions and market access are underpinned by technologies such as natural language processing and Bayesian analytics. When combined, these solutions allow us to offer customers end-to-end support across the entire product life cycle.

DIRECTOR NOMINEES

The Board has nominated the following as three Class II director candidates:

Cynthia Collins
Eric C. Liu
Matthew M. Walsh

The director candidates have been nominated for a three-year term to expire at the 2025 annual meeting of the Company’s shareholders and once their successors have been elected and qualified. Detailed information about each nominee’s background, skills and qualifications can be found under “Proposal 1 — Election of Directors.”

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2022

GENERAL INFORMATION

PROXY STATEMENT MATERIALS

These proxy materials are provided in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting of Shareholders, which will be conducted via live webcast on Tuesday, May 17, 2022, at 9:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/CERT2022. This Proxy Statement and accompanying proxy card are first being made available on or about April 7, 2022. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including financial statements, is being sent simultaneously with this Proxy Statement to each shareholder who requested paper copies of these materials and will also be available at www.proxyvote.com. Unless otherwise indicated, references to “2021,” the “2021 fiscal year” and the “year ended December 31, 2021” refer to our fiscal year ended on December 31, 2021.

QUESTIONS AND ANSWERS YOU MAY HAVE ABOUT OUR ANNUAL MEETING AND VOTING

When and where is the annual meeting held?

The annual meeting will be held on Tuesday, May 17, 2022, at 9:00 a.m. Eastern Time. Our 2022 Annual Meeting will be a virtual meeting of shareholders, which will be conducted exclusively by webcast.

How do I attend the annual meeting?

You will be able to attend the 2022 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2022. You will be able to attend the 2022 Annual Meeting from any location with internet connectivity. You will not be able to attend the annual meeting in person.

Who may vote during the annual meeting?

You may vote if you owned shares of our common stock as of March 25, 2022, which is the record date for our annual meeting. You are entitled to one vote on each matter presented at the annual meeting for each share of common stock that you owned on that date. As of March 25, 2022, we had 159,657,174 shares of common stock outstanding (not including treasury shares).

Are all of the Company’s directors standing for election at the 2022 Annual Meeting?

No, only our Class II directors are standing for re-election at this time. Our Class III directors will stand for election in 2023, and our Class I directors will stand for election in 2024.

How do shareholders participate in the virtual meeting?

To participate in the meeting, you must have your 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card if you elected to

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receive proxy materials by mail. You may access the annual meeting by visiting www.virtualshareholdermeeting.com/CERT2022. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page.

Will shareholders be able to participate in the virtual meeting on the same basis shareholders would be able to participate in an in-person annual meeting?

The virtual meeting format for the annual meeting will enable full and equal participation by all our shareholders from any place in the world that has internet connection at little to no cost, while protecting the health and well-being of our shareholders and other participants at the annual meeting.

We designed the format of the virtual meeting to ensure that shareholders who attend our annual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

•

providing shareholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board of Directors;

•

providing shareholders with the ability to submit appropriate questions real-time via the meeting website; and

•

answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered to be the shareholder of record with respect to those shares, and we have sent the Notice directly to you. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote during the live webcast of the annual meeting.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other intermediary, you are considered to be the beneficial owner of shares held in “street name,” and the Notice has been forwarded to you by your bank, broker, or or other nominee (which is considered to be the shareholder of record with respect to those shares). As a beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote. Your bank, broker, or or other nominee has sent you a voting instruction form for you to use in directing the bank, broker, or or other nominee regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares during the live webcast of the annual meeting.

How do I vote?

If you plan to attend the annual meeting, you may vote and submit questions while attending the meeting via live webcast. You will need your 16-digit number that is shown on your Notice or your proxy card (if you received a printed copy of the proxy materials) in order to be able to enter the meeting. Shares held in your name as the shareholder of record may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/CERT2022 during the meeting.

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If your common stock is held in your name, there are three ways for you to vote by proxy:

•

If you received a paper copy of the proxy materials by mail, mail the completed proxy card in the enclosed return envelope;

•

Call 1-800-690-6903; or

•

Log on to the internet at www.proxyvote.com and follow the instructions at that site. The website address for internet voting is also provided on your Notice.

Telephone and internet voting will close at 11:59 p.m. Eastern Time on May 16, 2022. Proxies submitted by mail must be received prior to the meeting. Unless you indicate otherwise on your proxy card, the persons named as your proxies will vote your common stock:

•

FOR all of the nominees for director named in this Proxy Statement;

•

FOR the ratification of the appointment of RSM (US) LLP as our independent registered public accounting firm for 2022; and

•

ONE YEAR as the preferred frequency of holding future say-on-pay votes.

If your common stock is held in the name of your broker, bank or other nominee, then you should receive separate instructions from the holder of your common stock describing how to vote your common stock.

Even if you plan to attend the annual meeting via live webcast, we recommend that you vote your common stock in advance as described above so that your vote will be counted if you later decide not to participate in the virtual meeting.

Can my broker vote my shares without instructions from me?

If you are a beneficial owner whose shares are held of record by a brokerage firm, bank, broker-dealer or other similar organization, you must instruct them how to vote your shares. Please use the voting instruction form provided to you by your brokerage firm, bank, broker-dealer or other similar organization to direct them how to vote your shares. If you do not provide voting instructions, your shares will not be voted on the election of directors or any other proposal on which the brokerage firm, bank, broker-dealer or other similar organization does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the brokerage firm, bank, broker-dealer or other similar organization can register your shares as being present at the annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under applicable rules.

If (i) you are the beneficial owner of shares held in the name of a broker, trustee or other nominee, (ii) you do not provide that broker, trustee or other nominee with voting instructions, and (iii) such person does not have discretionary authority to vote on such proposal. Under the Nasdaq rules, brokers, trustees or other nominees may generally vote on routine matters but cannot vote on non-routine matters. Our Proposal 2 (ratify the appointment of our independent registered public accounting firm for 2022) is the only proposal in this Proxy Statement that is considered a routine matter. The other proposals are not considered routine matters, and without your instructions, your broker cannot vote your shares. For all other proposals, broker non-votes are not considered “present,” and as such, broker non-votes will not affect the outcome of any such other proposals.

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How is a quorum determined?

Holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to vote at the annual meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the meeting. Shares that vote with respect to at least one proposal to be considered at the annual meeting, votes to “WITHHOLD” authority on the election of directors, and votes to “ABSTAIN,” broker votes and broker non-votes (only when accompanied by broker votes with respect to at least one matter at the meeting) are counted as present and entitled to vote for purposes of determining a meeting quorum. No business may be conducted at the annual meeting if a quorum is not present. Shareholders attending the meeting through the live webcast will be considered present for the purposes of determining a meeting quorum. If a quorum is not present by attendance at the annual meeting or represented by proxy, the shareholders present by attendance at the meeting or by proxy may adjourn the meeting, until a quorum is present. If a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.

What are the voting requirements to approve each of the proposals?

Proposals		Vote Required	Broker Discretionary Voting Allowed
Proposal 1	Election of Class II Directors	Plurality of votes cast for each director nominee (the nominees receiving the most “FOR” votes)	No
Proposal 2	Ratification of independent registered public accounting firm	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
Proposal 3	Advisory vote on the frequency of holding future say -on-pay votes	The frequency option receiving the highest number of affirmative votes will be considered the preferred frequency option of shareholders	No

With respect to Proposal 1, you may vote “FOR” or “WITHHOLD” with respect to 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 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 the three nominees receiving the highest number of votes at the 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 shareholders may not cumulate votes in the election of directors.

With respect to Proposal 2, (ratify the appointment of our independent registered public accounting firm for 2022), you may vote “FOR”, “AGAINST,” or “ABSTAIN.” If you abstain from voting on this matter, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum but will not be counted for purposes of determining the number of votes

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cast. Proposal 2 is the only proposal on which your broker is entitled to vote your shares if no instructions are received from you.

With respect to Proposal 3, (advisory vote on the frequency of holding future say-on-pay votes) you may vote for “One Year,” “Two Years,” “Three Years,” or “Abstain.” This proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. However, if no frequency option receives the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote on this proposal, our Board will consider the option receiving the highest number of affirmative votes as the preferred frequency option of our shareholders.

Abstentions will not affect the outcome of Proposals 1, 2 or 3 because abstentions are not considered votes cast on those proposals.

What is the Board’s voting recommendations?

•

FOR election of our Board-nominated slate of directors (see Proposal 1);

•

FOR the ratification of the appointment of RSM (US) LLP, an independent registered public accounting firm, to be the auditors of our annual financial statements for the fiscal year ending December 31, 2022 (see Proposal 2); and

•

ONE YEAR as the preferred frequency of holding future say-on-pay voting.

Unless you give other instructions on your proxy card, the persons named as proxies on the proxy card will vote in accordance with the recommendations of the Board.

Where can I find the voting results?

Preliminary voting results will be announced at the 2022 Annual Meeting, and final voting results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four business days following the annual meeting.

Can I revoke my proxy?

You can revoke your proxy if your common stock is held in your name by:

•

Filing written notice of revocation before our annual meeting with our Secretary at the address shown on the front of this Proxy Statement;

•

Signing a proxy bearing a later date and delivering it before our annual meeting; or

•

Attending the live webcast and voting online during the annual meeting.

If your common stock is held in the name of your broker, bank or other nominee, please follow the voting instructions provided by the holder of your common stock regarding how to revoke your proxy.

Who participates in and pays for this proxy solicitation?

Our Board of Directors solicits proxies on our behalf, and we will bear the expense of preparing, printing and mailing this Proxy Statement and the proxies we solicit. Proxies may be solicited by

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mail, telephone, personal contact and electronic means and may also be solicited by directors and officers in person, by the internet, by telephone or by facsimile transmission, without additional remuneration.

The Company will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our common stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares and submitting your proxy by the internet or telephone, or by completing and returning the enclosed proxy card (if you received your proxy materials in the mail), will help to avoid additional expense.

Where can I find our corporate governance materials?

Current copies of our Board’s Corporate Governance Guidelines, Code of Conduct, and the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are published in the Corporate Governance section of the Investor Relations page on our website at www.certara.com. We are not, however, including the other information contained on or available through our website as a part of, or incorporating such information by reference into, this Proxy Statement.

How do I eliminate paper and duplicative materials?

Internet availability — Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the internet. Accordingly, we sent a Notice to our shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

Important Notice: Our 2022 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (“2021 Form 10-K”) are available free of charge on the Investors Relations page on our website at www.certara.com. We will provide by mail, without charge, a copy of our 2021 Form 10-K at your request. Please direct all inquiries to our Investor Relations Department at Certara, Inc., at 100 Overlook Center, Suite 101, Princeton, New Jersey, 08540, or by email at ir@certara.com.

Householding — Householding permits us to mail a single set of proxy materials to any household in which two or more different shareholders reside and are members of the same household or in which one shareholder has multiple accounts. If we household materials for future meetings, then only one copy of our 2021 Form 10-K and proxy statement will be sent to multiple shareholders who share the same address and last name, unless we have received contrary instructions from one or more of those shareholders. In addition, we have been notified that certain intermediaries (i.e., brokers, banks or other nominees) will household proxy materials for the annual meeting. If you wish to receive a separate copy of the 2021 Form 10-K and Proxy Statement or of future annual reports and proxy statements, then you may contact our Investor Relations Department by (i) mail at Certara, Inc., Attention: Investor Relations, 100 Overlook Center, Suite 101, Princeton, New Jersey, 08540, or (ii) e-mail at ir@certara.com. You can also contact your broker, bank or other nominee to make a similar request. If we did not household your proxy materials for the 2022 Annual Meeting but you would like us to do so in the future, please contact our Investor Relations Department by mail, telephone or email as listed above.

Incorporation by Reference

The Audit Committee Report and Compensation Committee Report contained herein shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be

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incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference therein. In addition, we are not including any information contained on or available through our corporate website or any other website that we may maintain as part of, or incorporating such information by reference into, this Proxy Statement.

Who is our transfer agent?

Broadridge Corporate Issuer Solutions, Inc., or Broadridge, is the transfer agent for the common stock of Certara. Broadridge can be reached at (844) 998-0339 or via email at shareholder@broadridge.com. You should contact Broadridge if you are a registered shareholder and have a question about your account, or if you would like to report a change in your name or address. Broadridge. can be contacted as follows:

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

BOARD AND GOVERNANCE PRACTICES

OVERVIEW

The following section provides an overview of our Board of Directors and corporate governance practices. We have taken several actions to be responsive to shareholder feedback, including expanding our shareholder outreach efforts and enhancing our proxy disclosure to provide greater transparency to our shareholders.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors has adopted corporate governance guidelines which describe the principles and practices that our Board will follow in carrying out its responsibilities. These guidelines cover a number of areas including the role and responsibilities, size and composition of the board, independence of directors, selection of chairperson of the board and chief executive officer, conflicts of interest, change in present job responsibility, director orientation and continuing education, lead director, term limits, board meetings, board committees, expectations of directors, management succession planning, evaluation of board performance, board compensation, communications with shareholders, implementation of shareholder agreements, and communications with non-management directors. A copy of our corporate governance guidelines is available on our website at www.certara.com under Investors — Corporate Governance — Documents & Charters.

DIRECTOR INDEPENDENCE

Pursuant to the corporate governance listing standards of the Nasdaq, a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our Board affirmatively determines that he or she has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

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Our Board has affirmatively determined that each of our directors, other than Dr. Feehery, qualifies as “independent” in accordance with the Nasdaq rules. In making its determination, our Board considered and reviewed all information known to it (including information identified through directors’ questionnaires).

OUR BOARD OF DIRECTORS

Our amended and restated certificate of incorporation provides that, subject to the right of holders of any series of preferred stock, the Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of shareholders. Our Class I directors are Messrs. Cashman, Slaine, Waxman, and Ms. Killefer (with their terms expiring at the annual meeting of shareholders to be held in 2024), our Class II directors are Ms. Collins and Messrs. Liu and Walsh (with their terms expiring at the 2022 Annual Meeting) and our Class III directors are Dr. Feehery, Dr. Gallagher and Mr. McLean (with their terms expiring at the annual meeting of shareholders to be held in 2023).

Our amended and amended restated certificate of incorporation and amended and restated bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board; however, if at any time EQT owns at least 40% in voting power of the stock of our Company entitled to vote generally in the election of directors, the shareholders may also fix the number of directors pursuant to a resolution adopted by the shareholders. Subject to certain exceptions described below with respect to the shareholders agreement we entered into in December 2020, newly created director positions resulting from an increase in size of the board and vacancies may be filled by our board or our shareholders; provided, however, that at any time when EQT beneficially owns less than 40% in voting power of the stock of our Company entitled to vote generally in the election of directors, such vacancies shall be filled by our board (and not by the shareholders). The number of directors currently fixed by the Board is ten.

Our stockholders agreement provides that EQT Investor and Arsenal will have the right to nominate the number of directors to our board described below (such persons nominated by EQT, the “EQT nominees” and such person nominated by Arsenal, the “Arsenal nominee”). EQT Investor and certain of its affiliates will have the right to nominate a number of nominees equal to (x) the total number of directors comprising our board at such time, multiplied by (y) the percentage of our outstanding common stock held from time to time by EQT Investor. For purposes of calculating the number of EQT nominees, any fractional amounts are rounded up to the nearest whole number. In addition, Arsenal and certain of its affiliates will have the right to nominate one nominee for so long as Arsenal and such affiliates collectively own at least 5% of our outstanding common stock; provided, that such individual is an investment professional employed by Arsenal or one of its affiliates or another individual with the prior written consent of EQT. For so long as we have a classified board, the EQT nominees will be divided by EQT as evenly as possible among the classes of directors. See “Certain Relationships and Related Party Transactions — Stockholders Agreement.”

Pursuant to the stockholders agreement, for so long as EQT or Arsenal has the right to nominate any persons to our board, (i) we must include the EQT nominees and the Arsenal nominee on the slate that is included in our proxy statements relating to the election of directors of the class to which such persons belong and provide the highest level of support for the election of each such persons as we provide to any other individual standing for election as a director, and (ii) we must include on the slate that is included in our proxy statement relating to the election of directors only (x) the EQT nominees, (y) the Arsenal nominee and (z) the other nominees (if any) nominated by the

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Nominating and Corporate Governance Committee of our board. In addition, EQT, Arsenal, and certain other stockholders agree with the Company to vote in favor of the Company slate that is included in our proxy statement.

In the event that an EQT or Arsenal nominee ceases to serve as a director for any reason (other than the failure of our stockholders to elect such individual as a director), the persons entitled to designate such nominee director under the stockholders agreement are entitled to appoint another nominee to fill the resulting vacancy.

BACKGROUND AND EXPERIENCE OF DIRECTORS

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board to satisfy its oversight responsibilities effectively in light of our business and structure, the board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Once appointed, directors serve until their term expires, they resign or they are removed by the shareholders.

Areas of Expertise / Leadership Qualities	Total Members
Board Leadership/Other Company Boards		9
CEO Experience		4
CFO Experience		2
COO Experience		1
Pharmaceutical/Biotech Industry		5
Software/Computer Modeling Industry		2
Finance Industry		6
Accounting		1
Risk Management		2
IT/Cybersecurity		1
International Business		4
Strategic Planning		6
Mergers and Acquisitions		9
Sales & Marketing		5
Corporate Governance		6
Human Capital Management/Talent/Compensation		4
Operations		6
Investor Relations		4

BOARD LEADERSHIP STRUCTURE

Our Board has no policy with respect to the separation of the offices of chief executive officer and chairperson of the board. It is the Boards’ view that rather than having a rigid policy, the Board, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. It is the policy of our Board that whenever the chairperson of the board is also the chief executive officer or is a director who does not otherwise

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qualify as an “independent director,” the independent directors will elect from among themselves a lead director of the board.

Currently, our leadership structure separates the offices of chief executive officer and chairperson of the board with Dr. Feehery serving as our chief executive officer and Mr. Cashman serving as chairperson of the board. We believe this is appropriate as it provides Dr. Feehery with the ability to focus on our day-to-day operations while allowing Mr. Cashman to lead our Board in its fundamental role of providing advice to and oversight of management.

BOARD SELF-ASSESSMENT

The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement of the Board’s functioning. In addition, our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each conduct their own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

BOARD MEETINGS

The Board met 13 times during the fiscal year that ended December 31, 2021. Each of the directors who were on the board during the 2021 fiscal year attended at least 75% of the meetings of the board and the committees of the board on which he or she served that were held during the time he or she served, with the exception of Nancy Killefer, who was unable to attend two Audit Committee meetings due to scheduling conflicts existing prior to her joining the Board. We encourage our board to attend annual meetings of our shareholders. All of our directors attended the 2021 annual meeting, with the exception of Matthew Walsh, who had a prior commitment.

RISK OVERSIGHT

Our Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through regular reporting by the Audit Committee. The purpose of the Audit Committee is to assist the Board in fulfilling its fiduciary oversight responsibilities relating to:

(1)

the quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal controls and financial statement audits;

(2)

our compliance with legal and regulatory requirements;

(3)

our independent registered public accounting firm’s qualifications, performance and independence;

(4)

our corporate compliance program, including our Code of Conduct Policy and anti-corruption compliance policy, and investigating possible violations thereunder;

(5)

our risk management policies and procedures; and

(6)

the performance of our internal audit function.

Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

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SUSTAINABILITY

Certara is committed to understanding, monitoring and managing our social, environmental and economic impact to support sustainable development. This sense of corporate social responsibility manifests itself in several ways, including:

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Conducting our business in a responsible, honest, and ethical manner

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Acting as responsible stewards of the environment

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Ensuring a safe and healthy working environment for our employees

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Supporting universal human rights

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Respecting and supporting the diverse cultures and individuals that form our Company.

Our Board of Directors, through the Nominating and Corporate Governance Committee, is ultimately responsible for our environmental, social and governance strategy.

For more details, we refer you to our 2022 Sustainability Report, available under the Corporate Governance section of our Investor Relations website (ir.certara.com), neither of which report or website are incorporated herein by reference.

BOARD DIVERSITY

In accordance with Nasdaq Rule 5606, the below chart provides information on each of our director’s voluntary, self-identified characteristics.

Board Diversity Matrix for Certara, Inc. As of March 15, 2022

Total Number of Directors	10
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	4	0	3
Part II: Demographic Background
Asian		1
White	3	3
Did Not Disclose Demographic Background	3

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POLICY ON HEDGING AND PLEDGING

The Company recognizes that hedging against losses in Company stock is not appropriate or acceptable trading activity for individuals employed by or serving the Company. We have incorporated prohibitions on various hedging activities within our insider trading policy, which policy applies to directors, officers, employees, and other Company insiders. The policy prohibits all such directors, officers, employees and other Company insiders from trading in options, warrants, puts and calls or similar instruments on the Company’s securities and from selling such securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery). Such parties are also prohibited from engaging in any transactions (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

COMMITTEES

The standing committees of our board consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our chief executive officer and other executive officers regularly report to the non-executive directors and the Audit, Compensation, and Nominating and Corporate Governance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Our internal audit function reports functionally and administratively to our chief financial officer and directly to the Audit Committee. We believe that the leadership structure of our board provides appropriate risk oversight of our activities.

Audit Committee

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Members: The members are Mr. Walsh (Chair), Mmes. Collins and Killefer, and Mr. McLean.

Prior to December 1, 2021, the members were Messrs. Cashman, McLean, Walsh (Chair), Waxman, Mmes. Collins and Killefer.

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Meetings held during the fiscal year ended December 31, 2021: 11

The primary purpose of our Audit Committee is to:

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assist our Board in (i) its oversight and monitoring the quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal controls and financial statement audits, (ii) its oversight of our compliance with legal and regulatory requirements, (iii) assessing our independent registered public accounting firm’s qualifications, performance and independence, and (iv) assessing the performance of our internal audit function;

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appoint, compensate, retain, oversee and terminate the Company’s independent registered public accounting firm and pre-approve, or adopt appropriate procedures to pre-approve, all audit and non-audit services, if any, to be provided by the independent registered public accounting firm;

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conduct and review with the Board an annual self-assessment of the Audit Committee;

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prepare any report of the Audit Committee required by the rules and regulations of the SEC for inclusion in our annual proxy statement;

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review and reassess the Audit Committee charter at least annually;

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report to the Board on a regular basis; and

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oversee corporate risks, including cybersecurity and venue security, and provide periodic updates to the Board on such oversight activities.

Our Board has determined that each member of the Audit Committee is “independent” within the meaning of the rules of both the Nasdaq corporate governance standards and independence requirements of Rule 10A-3 of the Exchange Act. Our Board has also determined that Mr. Walsh qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC.

Our Audit Committee charter is available on our website at www.certara.com under Investors — Corporate Governance — Documents & Charters. A copy may be obtained by writing to Certara, Inc., 100 Overlook Center, Suite 101, Princeton, New Jersey 08540, Attention: Secretary.

Compensation Committee

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Members: The members are Dr. Gallagher (Chair), Messrs. Cashman and Liu, and Ms. Killefer.

Prior to December 1, 2021, the members were Ms. McCoy (Chair) and Messrs. Liu and Slaine and Dr. Gallagher. As of December 1, 2021, the members were Dr. Gallagher (Chair) and Messrs. Cashman, Liu and Slaine. Mr. Slaine was replaced with Ms. Killefer as of February 11, 2022.

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Meetings held during the fiscal year ended December 31, 2021: 7

The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to, among other things,

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set our compensation program and compensation of our executive officers and directors;

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administer our incentive and equity-based compensation plans; and

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prepare the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

All of the members of the Compensation Committee are independent under applicable rules and regulations of the SEC and Nasdaq.

Our Compensation Committee charter is available on our website at www.certara.com under Investors — Corporate Governance — Documents & Charters. A copy may be obtained by writing to Certara, Inc., 100 Overlook Center, Suite 101, Princeton, New Jersey 08540, Attention: Secretary.

Nominating and Corporate Governance Committee

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SEC Form DEF 14A filed by Certara Inc.