Certara Inc

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The tables below reflect the compensation of the Company’s NEOs. See “Compensation Discussion & Analysis” for an explanation of our compensation and philosophy program.

SUMMARY COMPENSATION TABLE

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The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our CEO, CFO, and each of our three other most highly compensated executive officers who served in such capacities at fiscal year-end, collectively known as our NEOs, for services rendered to us during each of the last three years. Effective March 31, 2023, Mr. Schemick stepped down from his role as CFO of the Company and ceased to be an executive officer. Mr. Schemick’s 2023 fiscal year compensation is included herein because he was employed by the Company as its CFO for a portion of the year.Mr. Gallagher joined the Company on April 1, 2023 as our CFO.

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(1)

Dr. Smith was not an NEO in 2021. Mr. Gallagher was not an NEO in 2022 or 2021. Mr. Schemick stepped down as CFO on March 31, 2023.

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(2)

Mr. Gallagher’s employment commenced on April 1, 2023 and his 2023 salary amount reflects the prorated portion of his annual salary of $575,000. Mr. Schemick stepped down as our CFO on March 31, 2023, and his salary amount reflects the change in his position and resignation.

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Dr. Aspbury’s 2023 compensation was paid in British pound sterling (GBP). His 2023 salary listed above was derived from converting his monthly salary into U.S. dollars based on the monthly exchange rates during 2023. The monthly exchange rate used for the conversation was 1 U.S. dollar to the following number of GBPs for each of the months from January to December of 2023, respectively: 1.2138; 1.2073; 1.2128; 1.2441, 1.2435; 1.2634; 1.2716; 1.2687; 1.2387; 1.2186; 1.2428; and 1.2703.

Dr. Aspbury’s 2022 compensation was paid in British pound sterling (GBP). His 2022 Salary listed above was derived from converting his monthly salary into U.S. dollars based on the monthly exchange rates during 2022. The monthly exchange rate used for the conversation was 1 U.S. dollar to the following number of GBPs for each of the months from January to December of 2022, respectively: 1.3383;1.3391; 1.3230; 1.2957; 1.2441; 1.2350; 1.1996; 1.1982; 1.1340; 1.1282; 1.1753; and 1.2171.

Dr. Aspbury’s 2021 compensation was paid in British pound sterling (GBP). His 2021 salary listed above was derived from converting his monthly salary into U.S. dollars based on the monthly exchange rates during 2021. The monthly exchange rate used for the conversation was 1 U.S. dollar to the following number of GBPs for each of the months from January to December of 2021, respectively: 1.3716; 1.3937; 1.3778; 1.3922; 1.4176; 1.3850; 1.3912; 1.3770; 1.3455; 1.3694; 1.3354; and 1.3497.

(3)

The amounts reported in this column reflects (i) a $200,000 signing bonus paid to Mr. Gallagher upon his joining the Company and a payment of $235,750 which represents an unpaid annual bonus from his previous employer, all or a portion of which may be recouped by the Company based on any future recovery of such unpaid bonus by Mr. Gallagher from his former employer , and (ii) a signing bonus to Dr. Aspbury upon his joining the Company on April 15, 2019, paid in three equal annual installments.

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(4)

The amounts reported in this column for 2023 reflect the aggregate grant date fair value of RSUs and PSUs granted on April 1, 2023. Mr. Gallagher received an additional award of 29,326 RSUs that vest 50% each year over two years. See Note 2 (“Summary of Significant Accounting Policies — (r) Equity Based Compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements in our 2023 Annual Report for a discussion of the valuation of our equity-based awards.

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The amounts reported in this column for 2022 reflect the aggregate grant date fair value of RSUs and PSUs granted on April 1, 2022. See Note 2 (“Summary of Significant Accounting Policies — (s) Equity Based Compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements in our 2022 Annual Report for a discussion of the valuation of our equity-based awards.

The amounts reported in this column for 2021 reflect the aggregate grant date fair value of RSUs and PSUs granted on April 1, 2021 (except for Dr. Aspbury, who was awarded 18,315 units on April 1, 2021, and 5,495 units on July 1, 2021. See Note 2 (“Summary of Significant Accounting Policies — (s) Equity Based compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements in our 2021 Annual Report for a discussion of the valuation of our equity-based awards.

(5)

The value of the 2023 awards at the grant date (which include 40% RSUs and 60% PSUs) assuming the highest level of performance conditions will be achieved is as follows for: (i) Dr. Feehery: $4,616,694; (ii) Mr. Gallagher: $2,299,054; (iii) Mr. Pedersen: $1,025,758; (iv) Dr. Smith: $1,025,758; (v) Dr. Aspbury: $1,025,758. Mr. Schemick resigned from the Company and his RSU and PSU awards for forfeited.

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The value of the 2022 awards at the grant date (which include 50% RSUs and 50% PSUs) assuming the highest level of performance conditions will be achieved is as follows: (i) for Dr. Feehery: $5,738,030; (ii) for Mr. Schemick: $2,086,585; (iii) for Mr. Pedersen: $1,356,285; (iv) for Dr. Smith: $1,356,285; and (v) for Dr. Aspbury: $1,356,285. In March 2023, the Committee amended the Plan and the maximum payout will now be 100%.

The value of the 2021 awards at the grant date (which include 50% RSUs and 50% PSUs) assuming the highest level of performance conditions will be achieved is as follows: (i) for Dr. Feehery: $7,541,201; (ii) for Mr. Schemick: $2,865,698; (iii) for Mr. Pedersen: $1,960,754; and (iv) for Dr. Aspbury: $1,964,380.

(6)

Amounts shown reflect annual payments under our AIB Plan earned with respect to the fiscal year covered based on the achievement of financial and strategic performance objectives that were established by our Compensation Committee at the beginning of such fiscal year. See “Compensation Discussion & Analysis — Annual Bonus Opportunities — Annual Bonus Plan” above.

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46 | 2024 PROXY STATEMENT

(7)

The table below shows the components of this column:

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(a)

Reflects the amount the Company paid towards Dr. Aspbury’s pension in the U.K.

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Grants of Plan-Based Awards

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The following table presents information regarding awards granted during fiscal year ended December 31, 2023, to each NEO under the Company’s plans, including possible and future payouts under non-equity incentive plan awards and equity incentive plan awards of RSUs and PSUs.