tm252424-1_nonfiling - none

tm252424-1_nonfiling - none - 11.4945036s

TABLE OF CONTENTS

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 under §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 all boxes that apply):

☒ 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

TABLE OF CONTENTS

TABLE OF CONTENTS

Dear Fellow Stockholder,

On behalf of the Board of Directors and management of Certara, Inc., I cordially invite you to attend our 2025 Annual Meeting of stockholders on Wednesday, May 21, 2025, at 9:00 a.m. (Eastern Time). The 2025 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2025. 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 2025 Annual Meeting, as described in this Proxy Statement.

[MISSING IMAGE: ph_williamffeehery-4c.jpg]

WILLIAM F. FEEHERY
Chief Executive Officer

Thank you for your continued support.

Sincerely,

William F. Feehery
Chief Executive Officer

April 8, 2025

4 Radnor Corporate Park, Suite 350, Radnor, PA 19087

TABLE OF CONTENTS

PROXY STATEMENT
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Summary:


	MEETING DATE May 21, 2025			TIME 9:00 a.m. Eastern Time			WEBCAST www.virtualshareholdermeeting.com/CERT2025

The 2025 Annual Meeting of Stockholders of Certara, Inc. will be held on Wednesday, May 21, 2025, at 9:00 a.m. Eastern Time. You can attend the 2025 Annual Meeting via the internet, vote your shares electronically and submit your questions during the 2025 Annual Meeting, by visiting www.virtualshareholdermeeting.com/CERT2025. You will need to have your 16-digit control number included in 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 2025 Annual Meeting. We encourage you to allow ample time for online check-in, which will begin at 8:45 a.m. For further information on how to participate in the meeting, please see “2025 Annual Meeting Information.”

The 2025 Annual Meeting will be held to consider and vote upon the following proposals:

	PROPOSALS
	1			Election of Class II directors: Eran Broshy, Cynthia Collins, John Reynders and Matthew Walsh.
	2			Ratification of the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
	3			Non-binding advisory vote to approve the compensation of our named executive officers for the most recently completed fiscal year.

This Proxy Statement and accompanying proxy card are first being made available on or about April 8, 2025. Only stockholders of record on March 28, 2025 may vote during the meeting. A list of these stockholders will be open for examination by any stockholder for any purposes germane to the 2025 Annual Meeting for a period of 10 days prior to the meeting by contacting our Investor Relations department at ir@certara.com and during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/CERT2025.

Please note that if you held common stock on March 28, 2025 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 2025 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.

Sincerely,

Daniel D. Corcoran
Senior Vice President and General Counsel

Radnor, PA

April 8, 2025

4 Radnor Corporate Park, Suite 350, Radnor, PA 19087

TABLE OF CONTENTS

	Proxy Statement Summary					1
	Voting Matters and Board Recommendations					1
	Voting Methods					1
	Company Overview					2
	Director Nominees					2
	2025 Annual Meeting Information					3
	Proxy Statement Materials					3
	Frequently Asked Questions About the 2025 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					11
	Board Leadership Structure					12
	Board Self-Assessment					13
	Board Meetings					13
	Board Committees					13
	Risk Oversight					14
	Sustainability					14
	Insider Trading Policy					15
	Clawback Policy					15
	Board Committee Functions and Responsibilities					15
	Succession Planning					17
	Code of Conduct					17
	Stock Ownership Requirements					17
	Communications With Our Board					17
	Director Compensation					18
	Proposal 1 — Election of Class II Directors					20
	Votes Required For Approval					20
	Nominees For Election For a Three-Year Term Expiring at the 2028 Annual Meeting					21
	Continuing Directors in Office for a Term Expiring at the 2026 Annual Meeting					24
	Continuing Directors in Office for a Term Expiring at the 2027 Annual Meeting					26
	Proposal 2 — Ratification of the Appointment of RSM US LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025					28
	Votes Required For Approval					28
	Audit Committee Matters					29
	Services and Fees for 2024 and 2023					29
	Audit Committee Pre-Approval Process					29
	Report of the Audit Committee					30

TABLE OF CONTENTS

	Compensation Discussion & Analysis					32
	Executive Compensation					32
	Accomplishments Achieved by Executive Team During Fiscal Year 2024					32
	Executive Summary					32
	Executive Compensation Objectives and Philosophy					33
	Compensation Determination Process					34
	Elements of Our Compensation Program					35
	Additional Information About our Executive Compensation Program					42
	Compensation Committee Report					44
	Executive Compensation					45
	Summary Compensation Table					45
	Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table					47
	Outstanding Equity Awards at 2024 Year End					49
	Option Exercises and Stock Vested					51
	Employment Agreements					51
	CEO Pay Ratio					57
	Termination and Severance					53
	Treatment of Equity Awards					58
	Pay Versus Performance					59
	Proposal 3 — Non-Binding Advisory to Vote to Approve the 2024 Compensation of Our Named Executive Officers					63
	Votes Required For Approval					63
	Equity Compensation Plan Information					64
	Our Executive Officers					65
	Certain Relationships and Related Party Transactions					67
	Related Persons Transaction Policy					67
	Registration Rights Agreement					67
	Stockholders Agreement					67
	Indemnification of Directors and Officers					68
	Delinquent Section 16(a) Reports
	Stock Ownership Table					69
	Other Matters					72
	Stockholder Recommendations of Director Candidates					72
	Stockholder Proposals for Inclusion in the 2026 Proxy Statement					72
	Other Stockholder Proposals or Nominations for Presentation at the 2026 Annual Meeting					72
	Availability of Annual Report					73

TABLE OF CONTENTS

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, 2024, before voting.

VOTING MATTERS AND BOARD RECOMMENDATIONS

	Voting Matters — 2025 Proposals			Board Recommends:
	Proposal 1: Election of Class II directors named herein.			FOR each nominee
	Proposal 2: Ratification of the appointment of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2025.			FOR
	Proposal 3: Non-binding advisory vote to approve the compensation of our named executive officers for the most recently completed fiscal year.			FOR

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 2025 ANNUAL MEETING Visit www.virtualshareholdermeeting.com/CERT2025. 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.

2025 PROXY STATEMENT | 1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

COMPANY OVERVIEW

Certara, Inc., incorporated on June 27, 2017, is a Delaware corporation, with its executive offices located at 4 Radnor Corporate Center, Suite 350, Radnor, PA 19087. In this Proxy Statement the words “Certara,” the “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. Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CERT.”

We are a global leader in biosimulation technology and solutions for using Model-Informed Drug Development (“MIDD”) in the global biopharmaceutical industry. MIDD is an approach that utilizes biological and statistical models derived from preclinical and clinical data to inform decision-making in drug development and commercialization. Biosimulation is a critical component of MIDD that uses computer-aided mathematical simulation of biological processes and systems to understand the action of a drug in a human body or a population of humans.

Biosimulation and MIDD can increase the probability of success in bringing a new drug to market and decrease the costs of drug development. There are many examples of currently approved drugs where models were successfully used in discovery, preclinical, first-in-human dose predictions, clinical trial design, and for drug interaction label claims. Biosimulation is also used to support drug development beyond the approval stage; examples include determining formulation or manufacturing changes and label extensions. In addition, MIDD strategies are increasingly utilized to help predict commercial success, a critical part of the drug development process as new products must be both approved by regulators and adopted by the market.

DIRECTOR NOMINEES

The Board has nominated the following persons as our four Class II director candidates:

Eran Broshy
Cynthia Collins
John Reynders
Matthew Walsh

The director candidates have been nominated for a three-year term to expire at the 2028 Annual Meeting of the Company’s stockholders and once their successors have been duly elected and qualified. Detailed information about each nominee’s background, skills and qualifications can be found under “Proposal 1 — Election of Class II Directors Named Herein.”

2 | 2025 PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2025

2025 ANNUAL MEETING INFORMATION

PROXY STATEMENT MATERIALS

These proxy materials are being provided in connection with the solicitation of proxies by our Board of Directors for the 2025 Annual Meeting of Stockholders, which will be conducted via live webcast on Wednesday, May 21, 2025, at 9:00 a.m. Eastern Time. You can attend the 2025 Annual Meeting via the internet by visiting www.virtualshareholdermeeting.com/CERT2025. This Proxy Statement and accompanying proxy card are first being made available on or about April 8, 2025. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), including audited financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com. Unless otherwise indicated, references to the “2024 fiscal year” and the “year ended December 31, 2024” refer to our fiscal year ended on December 31, 2024.

FREQUENTLY ASKED QUESTIONS ABOUT THE 2025 ANNUAL MEETING

When and where is the 2025 Annual Meeting held?

The 2025 Annual Meeting will take place on Wednesday, May 21, 2025, at 9:00 a.m. Eastern Time. Our 2025 Annual Meeting will be a virtual meeting of stockholders, which will be conducted exclusively by webcast.

How do I attend the 2025 Annual Meeting?

You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2025. You will be able to attend the 2025 Annual Meeting from any location with internet connectivity. You will not be able to attend the 2025 Annual Meeting in person.

Who may vote during the 2025 Annual Meeting?

You may vote if you owned shares of our common stock as of March 28, 2025, which is the record date for our 2025 Annual Meeting. You are entitled to one vote on each matter presented at the 2025 Annual Meeting for each share of common stock that you owned on that date. As of March 28, 2025, we had 161,475,707 shares of common stock outstanding (not including treasury shares).

Are all of the Company’s directors standing for election at the 2025 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 2026, and our Class I directors will stand for election in 2027.

How do stockholders 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 receive proxy materials by mail. You may access the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/CERT2025. 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 provided on the virtual meeting login page.

2025 PROXY STATEMENT | 3

TABLE OF CONTENTS

2025 ANNUAL MEETING INFORMATION

Will stockholders be able to participate in the virtual meeting on the same basis stockholders would be able to participate in an in-person 2025 Annual Meeting?

The virtual meeting format for the 2025 Annual Meeting will enable full and equal participation by all our stockholders from any place in the world that has internet connection at little to no cost.

We designed the format of the virtual meeting to ensure that stockholders who attend our 2025 Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience by:

▪

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

▪

providing stockholders 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 stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), you are considered to be the stockholder of record with respect to those shares, and we have sent the Notice directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote during the live webcast of the 2025 Annual Meeting.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other intermediary, you are considered the beneficial owner of shares held in “street name.” In this case, the Notice has been sent to you by your bank, broker, or other nominee who is the stockholder of record for those shares. As the beneficial owner, you have the right to instruct your bank, broker, or other nominee on how to vote. They have provided you with a voting instruction form for this purpose. However, since you are not the stockholder of record, you will not be able to vote these shares during the live webcast of the 2025 Annual Meeting.

How do I vote?

If you plan to attend the 2025 Annual Meeting, you can vote and submit questions during the live webcast. To enter the meeting, you will need the 16-digit number provided on your Notice or your proxy card (if you received a printed copy of the proxy materials). You can vote on shares held in your name as the stockholder of record while the polls are open at www.virtualshareholdermeeting.com/CERT2025 during the meeting.

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 20, 2025. 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 the election of each of the Class II Directors named herein (Proposal 1).

4 | 2025 PROXY STATEMENT

TABLE OF CONTENTS

2025 ANNUAL MEETING INFORMATION

▪

FOR the ratification of the appointment of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2).

▪

FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers for the most recently completed fiscal year (Proposal 3).

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 on how to vote your shares.

Even if you plan to attend the 2025 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 2025 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 you are a beneficial owner with shares are held by a brokerage firm, bank, broker-dealer or other similar organization, that institution has discretionary voting authority under applicable rules to vote your shares on the ratification of the appointment of RSM as the Company’s independent registered public accounting firm (Proposal 2), even if do not receive voting instructions from you. However, the institution does not have discretionary authority to vote on the other proposals without your instructions. In these cases, a broker non-vote will occur, and your shares will not be voted on these matters.

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 2025 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 2025 Annual Meeting, votes to “Withhold” authority on the election of directors, 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 2025 Annual Meeting if a quorum is not present. Stockholders 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 2025 Annual Meeting or represented by proxy, the stockholders 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 stockholder of record entitled to vote at the meeting.

2025 PROXY STATEMENT | 5

TABLE OF CONTENTS

2025 ANNUAL MEETING INFORMATION

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

PROPOSALS

VOTE REQUIRED

BROKER
DISCRETIONARY
VOTING ALLOWED

SEC Form DEF 14A filed by Certara Inc.