Certara, Inc.
For the period ended May 21, 2025. Filed Apr 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 8, 2025
Contents
Compensation Determination Process
compensation for all NEOs is variable, earned compensation can vary above or below target based on both the Company’s performance and individual performance.
We provide executive compensation through a combination of the following components:
| | | COMPONENT | | | | RATIONALE | | |
|---|---|---|---|---|---|---|---|---|
| | | Base salary | | | | Provides a fixed and predictable level of cash compensation to our NEOs. | | |
| | | Annual incentive bonuses | | | | Provides a variable level of cash compensation, in addition to base salary, which is tied directly to annual financial goals, for both the overall business and specific business units, and individual performance. | | |
| | | Long-term equity compensation | | | | Provides long-term stock unit awards that vest based on a combination of time-based and performance-based requirements. | | |
| | | Benefits and perquisites | | | | Ensures broad-based employee benefits intended to attract and retain employees as well as provide retirement, health and welfare security, with limited perquisites. | | |
| | | Severance and other benefits payable upon qualifying terminations of employment or a change of control | | | | Encourages the continued attention and dedication of our NEOs and provides reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives. | | |
For additional detail on these components of compensation, see “Elements of our Compensation Program” below.
COMPENSATION DETERMINATION PROCESS
Role of the Compensation Committee and Management
Our Compensation Committee is responsible for, among other things, overseeing our compensation policies and practices, determining the compensation of our chief executive officer (“CEO”), and reviewing and approving compensation of other executive officers. Our CEO works closely with the Compensation Committee in managing our executive compensation program and attends meetings of the Compensation Committee. Because of his daily involvement with the executive team, our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. Our CEO does not participate in discussions with the Compensation Committee regarding his own compensation.
Our Board, the Compensation Committee and our management team value stockholder perspectives on our executive compensation program and consider the outcome of the annual stockholder advisory vote on executive compensation — the “Say on Pay” vote. At our 2024 annual meeting of stockholders in May 2024, the compensation of our named executive officers was approved by 94.8% of votes cast. As a result, the Compensation Committee determined that no material changes to the executive compensation program were warranted for 2024.
Role of the Compensation Consultant
From June 16, 2022 to October 21, 2024, Korn Ferry served as the Compensation Committee’s independent compensation consulting firm. On November 15, 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to act as its independent compensation consulting firm to provide guidance on the ongoing review of our executive compensation programs, including peer group development, benchmarking executive compensation and the design of short- and long-term incentive plans. In connection
34 | 2025 PROXY STATEMENT
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