Certara, Inc.

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with this appointment, the Compensation Committee assessed Meridian’s independence and determined that they are independent, with no conflicts of interest arising from the work they have performed.

Peer Group

Our 2024 peer group of 15 companies (the “2024 Peer Group”) was selected to include companies in the software, life sciences tools and services, and health care technology industries that are within a similar size range to ours, with comparable financial and employee metrics. Our 2024 Peer Group remained unchanged from the prior year and consisted of the following companies:

ELEMENTS OF OUR COMPENSATION PROGRAM

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Base Salaries

The objective of our compensation program is to compensate our executives for performing the requirements of their positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation. The Compensation Committee believes that base salaries for executives should reflect competitive levels of pay and factors unique to each executive, such as experience and breadth of responsibilities, performance, individual skill set, time in the role, pay relative to peers within the Company’s industry, and base pay in previous roles outside of the Company. Base salaries may be adjusted at times to deal with competitive pressures, changes in job responsibilities, and cost-of-living adjustments.

The following table reflects the annual base salaries of our NEOs as of December 31, 2024, and December 31, 2023, respectively:

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(1)

Dr. Aspbury’s base salary is set forth in U.S. dollars. Dr. Aspbury is paid in British Pounds Sterling (GBP) monthly based on the applicable exchange rate, fixed at the time his new salary was approved. The $378,167 amount shown on the Summary Compensation Table is determined by converting the annual total of the monthly amounts paid to Dr. Aspbury, as of December 31, 2024, back to U.S. dollars, at the exchange rate at the time of each monthly payment.

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The Compensation Committee may adjust the salaries of our NEOs from time to time to help ensure (i) the retention of these executive officers and (ii) consistency with the general guideline established by our

Compensation Committee of targeting total direct compensation for executive officers at the relevant median amount, based on our compensation peer group.

Annual Incentive Bonus Plan

The Annual Incentive Bonus Plan (“AIB Plan”) is designed to motivate our NEOs to achieve short-term performance goals and tie a portion of their annual cash compensation to the performance of the Company for that year. Each NEO is eligible for an annual bonus award under our annual cash-based AIB Plan. For fiscal year 2024, all our NEOs participated in the AIB Plan.

The AIB Plan awards are determined using two principal factors: (i) an individual’s target bonus percentage, which is expressed as a percentage of his or her base salary (“Individual Target”); and (ii) a multiplying factor based on the achievement of certain corporate and divisional goals established by our Compensation Committee at the beginning of each year (“Multiplier”). As expressed formulaically, the bonus amount for each senior executive is determined as follows: Individual Target X Multiplier (which is based on and correlates to the achievement of divisional or corporate goals).

The initial Individual Target for each NEO is established within each NEOs’ employment agreement and may be adjusted from time to time by the Compensation Committee in connection with such NEO’s promotion or performance. In setting or adjusting the applicable Individual Target, the Compensation Committee reviews the past performance of each NEO, contributions made to the Company, the annual benchmarking provided by our independent compensation consultant, and the relationship of pay levels to other senior executives at the Company. It then determines whether an Individual Target is deemed appropriate to increase focus on performance-based pay, ensure retention, and motivate performance against the Company’s strategic initiatives.

The Individual Targets for our NEOs under the 2024 AIB Plan were unchanged from 2023, as set forth in the following table:

For the 2024 AIB Plan, the Compensation Committee selected a combination of adjusted EBITDA and revenue as the key financial metrics for determining the Multiplier portion of the AIB Plan calculation, with adjusted EBITDA achievement contributing 80% relative weight to the Multiplier, and revenue achievement contributing 20% relative weight to the Multiplier.

Adjusted EBITDA is defined as net income (loss) excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, intangible asset amortization, equity-based compensation expense, goodwill impairment expense, acquisition and integration expense, and other items not indicative of our ongoing operating performance.

Each of the final annual adjusted EBITDA and revenue measures will be determined by the Compensation Committee, together with its review of the annual fiscal year consolidated financial statements, as qualified against targets. If the Company-wide adjusted EBITDA achievement is less than 90% of established target (regardless of revenue achievement), then no payment will be made under the AIB Plan.

The financial achievement metrics are determined for the overall company and also determined for each business unit, with each NEO’s Multiplier calculated using fixed allocations, as between overall Company and/or business unit performance, applicable to the defined NEO roles, and described below.

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For Dr. Feehery and Mr. Gallagher, (i) 20% of their Multiplier under the AIB Plan was tied to the achievement of Company-wide financial metrics as qualified against targets and (ii) 80% was tied to the blended average financial metrics achievement of each of the divisions within the Company as qualified against targets (the “Blended Rate”).

For Mr. Pedersen, Dr. Smith and Dr. Aspbury, (i) 20% of their Multiplier was based on Company-wide adjusted financial metrics achievement as qualified against targets, and (ii) 80% was based on the financial metrics achievement of the respective business unit each such individual leads as qualified against targets (the “Division Rate”).

For each of the Blended Rate and the Division Rate, the financial metrics used to determine the applicable Multipliers are related to the adjusted EBITDA goal attainment and the revenue goal attainment, as measured for each business unit. In each case, the relative weighting allocates 80% of the Multiplier weighted towards adjusted EBITDA performance and 20% weighted towards revenue performance.

These allocations were designed to (i) align Dr. Feehery’s and Mr. Gallagher’s focus equally distributed across the corporate functions and business units; and (ii) align the other NEOs’ primary focus on the business units that they lead, while still having an important stake in the overall success of Company. We believe that this approach encourages collaboration across the business units, as well as building our business in the interest of “one Certara” at the enterprise level.

For 2024, the amounts paid to the NEO participants under the 2024 AIB Plan were calculated by multiplying each NEO participant’s Individual Target by the Multiplier tied to either the Blended Rate or Division Rate. For achievement above a minimum threshold level of the adjusted EBITDA and revenue goals, the Multiplier was based on a pre-determined scale (with a range of 50% to 200% as applied to adjusted EBITDA thresholds and with a range of 50% to 150% as applied to revenue thresholds), and below a threshold scale then no credit is given for such measure, whereby the final bonus may be adjusted by the Compensation Committee outside the pre-determined scale to reflect overall individual and Company performance.

In March 2025, the Compensation Committee approved final aggregate funding of the AIB Plan. In making its determination, the Compensation Committee considered the Company’s and each applicable business unit’s performance relative to each of the performance measures, Company-wide performance over the prior year, and other factors. The Company-wide adjusted EBITDA achievement in fiscal 2024 of $122.0 million exceeded 90% of target, crossing the minimum threshold for any payment under the AIB Plan.

With respect to achievement of the various performance measures that comprise the Multiplier portion of the AIB, the Committee considered that, while each business unit did not achieve 100% of target, the results were above the minimum incentive threshold, with all business unit scores and the corporate scores achieving tiered weighting amounts above a 74% Multiplier, with the exception of one business unit, which scored an individual score of 63%, which was applied to its Division Rate and achieved a Multiplier of 65.2% after factoring in Company-wide performance.

In addition, the Committee also considered the Company’s strong financial performance, including improvements in total revenue (including each of software revenue and service revenue), total bookings (including each of software bookings and service booking), net income (loss) and diluted earnings per share in the twelve months ended December 31, 2024, as compared to the prior year.

In its calculations for the 2024 AIB Plan, in connection with the NEO awards, the Compensation Committee did not make any discretionary revisions to scheduled and tiered rates fixed under the AIB Plan structure or total bonus amounts awarded outside of the underlying award calculation framework of the AIB Plan.

In light of the foregoing, the following table illustrates the calculation of the bonuses payable to our NEOs under the 2024 AIB Plan, based on the applicable Multiplier. In determining actual payout amounts, the Compensation Committee started with the approved AIB funding amount as the baseline for these awards for the NEOs and then assessed the financial performance on a Company-wide and separate business unit basis for the fiscal year ended December 31, 2024.

Long-Term Equity Incentive Awards

We believe that successful performance over the long term is aided by the use of equity-based awards, which create an ownership culture among our employees and provides an incentive to contribute to the continued growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our business. The Compensation Committee has adopted a long-term equity structure that annually awards NEOs market-based equity opportunity in the form of time-based RSUs and PSUs (the “LTI Plan”). All RSUs and PSUs that vest under an annual LTI Plan are settled in shares of common stock. For the 2024 LTI Plan, 40% of the LTI value granted to NEOs was allocated to RSUs, and 60% was allocated to PSUs.

Fiscal 2024 Grants

On April 1, 2024, under the 2024 LTI Plan, we granted RSUs and target PSUs to each of our NEOs as follows:

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(1)

The grant date value shown in this column is based on the number of RSUs and target PSUs granted multiplied by the closing stock price on the day before the grant date (April 1, 2024). The number of RSUs and PSUs granted on the grant date was determined based on the following dollar values, divided by $18.4326, which was the VWAP for the thirty calendar day period prior to the grant date of April 1, 2024: William F. Feehery: $5,750,000; John E. Gallagher III: $2,100,000; Leif E. Pedersen: $1,400,000; Patrick F. Smith: $1,400,000; and Robert A. Aspbury: $1,400,000.

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The number of equity-based awards granted to each NEO was determined by taking into consideration each NEO’s total direct compensation and alignment to our philosophy of at or above market median total for compensation and equity.

The RSUs granted in 2024 vest annually on the anniversary of the grant date in three equal amounts (one-third each) over the three-year period following the date of grant.

The PSUs granted in 2024 are subject to the Company achieving certain financial performance goals over a three-year performance period comprised of fiscal years 2024, 2025, and 2026 (the “Performance Period”). The PSUs are bifurcated into two equal tranches:

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“Tranche I” PSUs are subject to a performance condition based on annual revenue achievement; and

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“Tranche II” PSUs are subject to a performance condition based on annual adjusted EBITDA achievement.

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The revenue and adjusted EBITDA targets for each year of the performance period are established by the Compensation Committee on an annual basis. For each Tranche, there is a threshold, target, and maximum level of achievement. A “Weighted Percentage” is then ascribed to the applicable level of achievement, starting at 50% for threshold achievement, 100% for target achievement, and 200% for maximum achievement. Any performance achievement under 50% is ascribed a weighted percentage of 0% and any performance achievement above maximum is ascribed a performance achievement of 200%. Unless otherwise determined by the Compensation Committee, if actual performance with respect to any Tranche is between (i) threshold and target or (ii) target and maximum levels of achievement, the Weighted Percentage is determined using linear interpolation between such numbers, rounding to the nearest whole percentage point. Regardless of the level of achievement for any of the fiscal years during the Performance Period, if the adjusted EBITDA margin of the Company averages less than 20% over the first two fiscal years of the Performance Period, all PSUs will be automatically forfeited.

Following the end of the Performance Period, the Compensation Committee will determine (i) the final Weighted Percentage with respect to each Tranche of PSUs by taking the average Weighted Percentages calculated for each fiscal year of the Performance Period and (ii) the adjustment to the final number of PSUs distributed, which will equal the sum of (a) the number of Tranche I PSUs multiplied by the final Weighted Percentage applicable to Tranche I PSUs multiplied by (c) a quotient, the numerator of which is the PSU recipients’ number of full years of employment during the performance period and the denominator of which is three (rounded up to the nearest whole unit), plus (x) the number of Tranche II PSUs multiplied by (b) the final Weighted Percentage applicable to Tranche II PSUs multiplied by (c) the quotient, the numerator of which is the PSU recipients’ number of full years of employment during the Performance Period and the denominator of which is three (rounded up to the nearest whole unit).

The total number of PSUs resulting from the foregoing calculation (“Earned PSUs”) will then be modified by the Company’s total stockholder return (“TSR”) performance relative to the Company’s peer group TSR (the “rTSR Ranking”) for the Performance Period. If the rTSR Ranking is at a level anywhere within the 25th percentile to the 75th percentile, the Earned PSUs will not be adjusted. If rTSR Ranking is achieved at a level greater than the 75th percentile, the Earned PSUs will be adjusted upward by +20% (i.e. a multiple of 1.2). If the rTSR Ranking is within the 25th percentile, the Earned PSUs will be adjusted downward 20% (i.e., a multiple of 0.8).

Vesting of Restricted Stock, Restricted Stock Units, Performance Stock Units During Fiscal Year 2024

As discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan- Based Awards Table — Pre-IPO Class B Units and Converted Restricted Stock,” prior to our December 2020 IPO (the “IPO”), long-term equity incentive awards were granted to our NEOs under the Company’s prior equity incentive plan in the form of Class B Profits Interest Units (“Class B Units”), which were 50% time-vesting and 50% performance-vesting. In connection with the IPO, all outstanding Class B Units were converted into shares of restricted stock granted under 2020 Incentive Plan, with the unvested Class B Units being converted into time-based restricted common stock. For all recipients of Class B Units that were converted into time-based restricted common stock that remains unvested, the vesting period was five years (20% per year, with annual cliff vesting) from the date of the original grant. Because the performance vesting portion of the Class B Units was primarily based on the cash-on-cash return on investment of the prior controlling partner of the Company, the timing of which was outside the control of management, the Board and Compensation Committee at the time felt that it was more equitable and incentivizing to tie all post-IPO vesting to continued employment with the Company.

As discussed below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Post-IPO Awards,” our NEOs were awarded PSUs and RSUs in 2022, 2023, and 2024 under our 2020 Incentive Plan. One-third of the RSUs granted to our NEOs on April 1, 2022, vested on April 1, 2023 with another third vesting on April 1, 2024. One-third of the RSUs granted to our NEOs on April 1, 2023, vested on April 1, 2024. The PSUs granted in 2022, 2023, and 2024 will not be distributed until after the end of the applicable Performance Period (three fiscal years for each grant), but, as of January 1, 2024, each NEO who received a PSU grant in 2022 and 2023 is entitled to two-thirds of the 2022 “Earned PSUs” ​(as such term is defined in the PSU Award Agreements), and one-third of the 2023 Earned PSUs, as determined after the end of the respective Performance Period.

With respect to the PSU awards granted in 2022, total shares earned by the NEOs at the end of the performance period resulted from the Company’s performance across two metrics: revenue and unlevered free cash flow. In the first year of the performance period, the Company slightly exceeded the revenue target and the unlevered free cash flow threshold but did not meet the thresholds for either measure in the second and third performance years. Based on a weighted payout factor of 27.3%, the following table shows the payouts for the 2022-2024 PSU awards under the 2022 LTI Plan, distributed on April 1, 2025.

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(1)

Mr. Gallagher was not eligible for the 2022-2022 PSU award, as he joined Certara on April 1, 2023.

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Benefits and Perquisites

While our compensation philosophy focuses on performance-based forms of compensation while providing only minimal executive benefits and perquisites, we also provide to all our employees, including our NEOs, broad-based, non-cash compensation, such as employee benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security, which include:

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U.S. 401(k) Plan. We maintain a tax-qualified defined contribution 401(k) savings plan (the “401(k) Plan”), in which all our U.S.-based employees, including our U.S.-based NEOs, are eligible to participate. The 401(k) Plan allows participants to contribute up to 100% of their compensation on a pre-tax basis into individual retirement accounts, subject to the maximum annual limits set by the Internal Revenue Service. The 401(k) Plan also allows the Company to make employer matching contributions. The Company has historically made employer matching contributions of up to 50% of our employees’ deferral, limited to the first 6% of each employee’s compensation, except for one division for which we match 100% of our employees’ deferral up to 6% of compensation. Participants’ contributions to the 401(k) Plan are immediately fully vested. Participants vest in the matching contributions we make to their accounts after four years of service at a rate of 25% per year, except for one division in which they fully vest after three years of service.

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U.K. Pension Plan. The Company also operates a Group Personal Pension Plan covering all U.K. employees, including our UK-based NEO, Dr. Aspbury. Employees are auto-enrolled in the plan who are at least 22 years of age and are paid more than £10,000 a year, up to the State Pension Age. However, all employees who are between the ages of 16 and 75 can elect to join the plan. The Company contributes an additional 8% of salary for those employees who have registered for the Group Personal Pension Plan, which exceeds their duties under U.K. auto enrolment legislation.

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Health and Welfare Benefits. Our U.S.-based employees, including our U.S.-based NEOs, are generally eligible to participate in our health and welfare benefit plans, which offer medical, dental, vision, life, and disability insurance coverage, dependent care flexible spending accounts, and health savings and health reimbursement accounts. We also offer a voluntary legal plan and voluntary disability coverage.

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40 | 2025 PROXY STATEMENT

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Other Benefits and Perquisites. There are no additional benefits or perquisites offered at this time other than those specifically mentioned in this Compensation Discussion & Analysis. For example, we do not currently sponsor any retiree medical or pension benefit plans, club memberships, automobile allowances, use of corporate aircraft for personal travel, or any other personal benefits.

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Severance and Change of Control Benefits.

We do not have a formal severance policy. However, we do provide severance benefits to our NEOs as set forth in their respective employment agreements in order to offer competitive total compensation packages and further our executive attraction and retention efforts. Our NEOs’ employment agreements provide for severance payments and benefits upon a termination of employment without cause or a resignation by the executive for good reason (“Qualifying Termination”). See “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control,” which describes the payments to which each of the NEOs may be entitled to under their respective employment agreements.

In addition, our equity awards provide for accelerated vesting upon certain termination events and as more fully described below under “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control.”

Stock Ownership and Retention Policy

To align the interests of management with those of our stockholders, certain of our executives and non-employee directors (the “Covered Persons”) are required to hold a specific level of equity ownership as outlined below.

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(1)

Only applicable to executive officers.

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Covered Persons have a five-year period from their appointment to meet the target equity ownership guidelines. Compliance with this policy is assessed on February 1 each year (the “Compliance Date”). Any Covered Person who does not meet the threshold on the Compliance Date will be required to retain 100% of any Company equity acquired (net of taxes) through stock option exercises or the vesting of time-based restricted stock, RSUs, or PSUs, until the next Compliance Date. Until they achieve the required ownership level, Covered Persons must retain 100% of the net shares granted to them.