Certara, Inc.

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ELEMENTS OF OUR COMPENSATION PROGRAM

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Base Salaries

We set base salaries to compensate our executives for the scope and responsibilities of their positions while providing a stable and predictable level of cash compensation as a component of total pay. Base salaries are intended to reflect each executive’s role, experience, leadership capabilities, and sustained performance, and to remain competitive within the Company’s industry.

In determining base salaries, the Compensation Committee considers a variety of factors, including an executive’s experience, breadth of responsibilities, individual performance, specialized skillset, tenure in the role, internal pay equity, market data from the Company’s peer group, and compensation levels in prior roles outside the Company. Base salaries may be adjusted from time to time to address competitive market pressures, changes in job responsibilities, performance considerations, or cost-of-living adjustments.

The Compensation Committee may adjust the base salaries of our NEOs from time to time to help support the retention of these executive officers and to maintain consistency with the Compensation Committee’s general guideline of using the relevant market median as a reference point when evaluating total direct compensation for executive officers, based on the Company’s compensation peer group. Base salaries represent the fixed component of executive compensation, while annual and long-term incentives provide the primary vehicles for variable, performance-based compensation.

The following table reflects the annual base salaries of our NEOs as of December 31, 2025, and December 31, 2024, respectively:

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(1)

Dr. Aspbury’s base salary increase reflected a market-based adjustment, in addition to merit considerations, to better align his compensation with comparable roles within the Company’s peer group and the scope of his responsibilities.

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(2)

Dr. McKemey joined the Company on March 3, 2025. Accordingly, no base salary is reported for him as of December 31, 2024.

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Annual Incentive Bonus Plan

The Annual Incentive Bonus Plan (the “AIB Plan”) is designed to motivate our NEOs to achieve short-term financial and operational objectives and to link a meaningful portion of annual cash compensation to the Company’s performance for the applicable fiscal year. Each NEO is eligible to participate in the annual cash-based AIB Plan. For fiscal year 2025, all of our NEOs participated in the AIB Plan.

Fiscal 2025 AIB Plan Highlights

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Purpose: The AIB Plan is designed to reward the achievement of short-term financial and operational objectives and to align executive cash incentives with Company performance.

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Eligibility: All NEOs participated in the AIB Plan for fiscal year 2025.

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Bonus Structure: Each NEO’s bonus opportunity was determined by multiplying the executive’s target bonus percentage by a performance-based multiplier tied to Company and, where applicable, divisional results.

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Performance Focus: The AIB Plan included various financial and operational performance metrics established by the Compensation Committee at the beginning of the fiscal year, the achievement of which determined the applicable performance-based multiplier used to calculate AIB payouts.

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Pay-for-Performance Alignment: A significant portion of each NEO’s annual cash compensation was variable and dependent on the achievement of performance objectives.

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Oversight: The Compensation Committee reviewed and approved the performance goals, evaluated performance results, and approved final AIB payouts for fiscal year 2025.

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Additional detail regarding the 2025 AIB Plan performance metrics and outcomes is provided below.

AIB Plan Structure

Awards under the AIB Plan are determined based on two principal components:

an executive’s target bonus opportunity, expressed as a percentage of base salary (the “Individual Target”); and

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a performance-based multiplier, which may range from zero to above target depending on performance, tied to the achievement of corporate and, where applicable, divisional performance goals established by the Compensation Committee at the beginning of the fiscal year (the “Multiplier”).

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As expressed formulaically, each NEO’s AIB Plan payout is calculated as:

Individual Target x Multiplier

Individual Target Bonus Opportunities

Each NEO’s Individual Target is initially established pursuant to the executive’s employment agreement and may be adjusted from time to time by the Compensation Committee, including in connection with changes in role, promotion, market conditions, or performance considerations.

In setting or adjusting Individual Targets, the Compensation Committee considers a range of factors, including historical performance, contributions to the Company, market benchmarking data provided by the Committee’s independent compensation consultant, internal pay relationships among senior executives, and retention risk. The Committee seeks to ensure that Individual Targets appropriately emphasize pay-for-performance alignment and motivate achievement of the Company’s strategic objectives.

The Individual Target bonus opportunities for our NEOs under the 2025 AIB Plan are set forth below. For our continuing NEOs, the Individual Targets were unchanged from fiscal year 2024.

Performance Metrics and Weightings

For fiscal year 2025, the Compensation Committee selected adjusted EBITDA and revenue as the financial performance measures used to determine the Multiplier under the AIB Plan. Adjusted EBITDA achievement was

40 | 2026 PROXY STATEMENT weighted 50% and revenue achievement was weighted 40% in determining the overall Multiplier. In addition, a Key Performance Indicator (“KPI”) metric, focused on the achievement of certain strategic and operational priorities, was introduced and weighted at 10%.

Adjusted EBITDA is defined as net income (loss), excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, amortization of intangible assets, equity-based compensation expense, goodwill impairment expense, acquisition and integration costs, and other items not indicative of ongoing operating performance, as determined by the Compensation Committee. Adjusted EBITDA is not intended to be a substitute for GAAP financial measures.

Final adjusted EBITDA and revenue results are determined by the Compensation Committee in connection with its review of the Company’s consolidated financial statements. If Company-wide adjusted EBITDA achievement is less than 90% of the established target (regardless of revenue achievement), the Multiplier is zero and no bonus payments are made under the AIB Plan.

Company and Business Unit Performance Allocation

The Multiplier is determined based on performance at both the Company level and, where applicable, at the business unit level, using fixed allocations established at the beginning of the fiscal year and tailored to each NEO’s role:

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For Dr. Feehery, Mr. Gallagher and Mr. Pedersen:

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20% of the Multiplier was based on Company-wide financial performance; and

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80% of the Multiplier was based on a blended, weighted average of the financial performance of each of the Company’s business units (the “Blended Rate”).

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For Dr. Aspbury and Dr. McKemey:

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20% of the Multiplier was based on Company-wide financial performance; and

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80% of the Multiplier was based on the financial performance of the specific business unit each executive leads (the “Division Rate”).

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These allocations were intended to align enterprise-level leadership with Company-wide performance while ensuring that business unit leaders remain primarily accountable for the performance of their respective organizations. The Compensation Committee believes this structure promotes collaboration across business units and reinforces a “one Certara” operating mindset.

Payout Determination and Results

For fiscal year 2025, annual incentive bonus payouts under the AIB Plan were determined by multiplying each NEO’s individual target bonus opportunity by the applicable payout multiplier calculated under both (a) Company-wide results and (b) either the Blended Rate or the applicable Division Rate, as determined by the Compensation Committee. The payout multipliers were derived from performance against pre-established financial measures approved by the Committee at the beginning of the fiscal year. The Company-wide, Blended Rate and Division Rate results also included operational KPIs that were defined, allocated and shared across the organizations (totaling 10% of the AIB Plan payout), if threshold amounts were satisfied, with the final percentage award being shared across the NEO and executive groups.

The payout multipliers reflected a combination of Company-wide and business unit financial performance measures designed to align incentive compensation with the Company’s annual operating plan and strategic objectives. The two quantitative performance measures under the AIB Plan were pre-bonus adjusted EBITDA (Adjusted EBITDA (AIB)) and revenue, each subject to defined threshold, target, and maximum performance levels. Performance above threshold resulted in tiered payout opportunities based on pre-established performance scales, with Adjusted EBITDA (AIB) measured on a scale ranging from 50% to 115% of target and revenue measured on a scale ranging from 50% to 150% of target.

The operational KPIs consist of defined, quantitative targets tied to operational improvement initiatives, product development and commercialization milestones, and execution of internal strategic priorities. These targets are set at rigorous levels intended to require substantial management effort and performance improvements beyond baseline operating results. The Company considers these targets to be confidential commercial or financial information, the disclosure of which would cause competitive harm.

The following table summarizes the 2025 AIB Plan framework for Company-wide Adjusted EBITDA (AIB) and revenue metrics, the two financial measures of the payout multiplier, and their respective weighting, threshold, target and maximum values under the plan:

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(1)

Dollars in millions. Scale if measured on total company attainment versus business unit attainment.

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The following table summarizes the respective weightings by the individual performance metric used in the calculation of the final payout, following application of the Multiplier and operational KPIs, as allocated to each NEO (including denoting how the two quantitative performance measures under the AIB Plan — Adjusted EBITDA (AIB) and revenue — were applied based on a Company-wide, Blended Rate or Division Rate basis).

Weightings by NEO

In February 2026, the Compensation Committee approved the final aggregate funding level for the AIB Plan. In making this determination, the Committee evaluated Company-wide and business unit performance relative to the established financial performance measures for fiscal year 2025, certain qualitative considerations and operational KPIs. Company-wide Adjusted EBITDA (AIB) performance for fiscal year 2025 exceeded 90% of target, thereby satisfying the minimum performance threshold required for bonus eligibility under the AIB Plan. The Company delivered in full against the operational KPIs as defined. With full achievement of the operational KPIs, which were shared across the organizations, each NEO was allocated the entire 10% achievement.

While not all business units achieved target performance levels, the Company and all business units achieved results above the applicable minimum incentive thresholds, with most performance outcomes producing payout multipliers in excess of 74%.

In addition to the quantitative performance results, the Compensation Committee applied an individual performance modifier for each NEO, as expressly provided for under the AIB Plan and within pre-established parameters. The individual performance modifier reflected the committee’s assessment of each executive’s overall performance during fiscal year 2025, including leadership effectiveness, execution against strategic and operational objectives, and contributions to the Company’s performance and long-term value creation. The individual performance modifier was applied within the plan’s established parameters and served to adjust each

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NEO’s calculated bonus payout to account for individual performance factors. In the final determination, for the 2025 AIB Plan, the individual performance multipliers allocated across the NEOs ranged from 90% to 110%.

In the course of its review, the Compensation Committee also considered the Company’s overall financial metrics during fiscal year 2025, including total revenue, bookings, net income (loss), and diluted earnings per share for the twelve months ended December 31, 2025, as compared to the prior year.

In the conclusion of its review, the Compensation Committee did not exercise discretionary authority to modify the calculated payout multipliers or bonus amounts outside of the AIB Plan’s pre-established framework.

2025 AIB Payout Summary

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(1)

The “Applicable Multiplier” column is the combined effective performance multiplier and reflects the applicable Company or business unit performance multiplier under the AIB Plan.

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(2)

The “Total Bonus Paid” column reflects the application of such multiplier to each executive’s target bonus opportunity, as further adjusted by an individual performance modifier, where applicable, based on the Compensation Committee’s assessment of individual performance during fiscal year 2025 and applied within the AIB Plan’s pre-established parameters.

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(3)

Pursuant to Dr. Feehery’s employment agreement with the Company, Mr. Feehery was entitled to participate in the 2025 AIB program. Mr. Feehery’s 2025 AIB payout amount was aligned to the predefined framework and terms of the plan in effect prior to his departure as the Company’s Chief Executive Officer.

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Long-Term Equity Incentive Awards

We believe that sustained long-term performance is best supported through the use of equity-based compensation, which promotes an ownership culture and aligns the interests of our executives with those of our stockholders. Equity-based awards also place a meaningful portion of executive compensation at risk and directly align executive compensation with the long-term performance of the Company.

The Compensation Committee has adopted a long-term equity incentive structure under which NEOs receive annual equity awards consisting of a combination of time-based RSUs and PSUs (the “LTI Plan”). All RSUs and PSUs that vest under the LTI Plan are settled in shares of the Company’s common stock.

For grants made under the 2025 LTI Plan to our NEOs, the Compensation Committee allocated 40% of the target long-term incentive value to RSUs and 60% to PSUs. The Committee believes this mix appropriately balances retention, sustained executive engagement, and long-term pay-for-performance alignment.

Fiscal 2025 Long-Term Incentive Grants

On May 20, 2025, pursuant to the 2025 LTI Plan, the Company granted RSUs and target PSUs to each of its NEOs as set forth below:

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(1)

The number of RSUs and PSUs granted was determined by dividing the applicable approved long-term incentive value by $12.29 (the “Reference Price”), which represents the volume-weighted average price (“VWAP”) of the Company’s common stock for the 60-calendar-day period that ended on the first business day following March 31, 2025, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan.

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Determination of Equity Award Amounts

The target value of equity-based awards granted to each named executive officer (“NEO”) under the 2025 Long-Term Incentive Plan was determined by the Compensation Committee after considering each NEO’s total direct compensation, scope of responsibilities, performance, and alignment with the Company’s compensation philosophy of targeting total compensation, including equity, at the market median with some variation above and below median by NEO to account for factors including responsibilities, performance, contributions and overall experience.

Vesting of RSUs

The RSUs granted under the 2025 Long-Term Incentive Plan will vest in three equal annual installments, with one-third vesting on each of April 1, 2026, April 1, 2027, and April 1, 2028, in each case subject to the executive’s continued employment with the Company through the applicable vesting date, and subject to the other terms of the applicable grant agreement.

PSUs — 2025 Performance Conditions and Vesting

The PSUs granted under the 2025 Long-Term Incentive Plan are subject to a three-year performance period ending on March 31, 2028. Performance for the 2025 PSUs is based on the Company’s annualized total stockholder return (“ATSR”) over the performance period.

Following the completion of the performance period, the Compensation Committee will determine the percentage of target PSUs earned based on ATSR performance against pre-established threshold, target, and maximum performance levels, with straight-line interpolation applied for performance results between those levels. The payout scale provides for earning 50% of target PSUs at threshold performance, 100% at target performance, and up to 200% at maximum performance.

The following table illustrates the stock price growth targets and associated levels of payout for the 2025 PSUs:

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(1)

Represents ATSR relative to $12.29 (the “Reference Price”), which represents the volume-weighted average price (“VWAP”) of the Company’s common stock for the 60-calendar-day period that ended on the first business day following March 31, 2025, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan.

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Attainment will be assessed relative to the VWAP of The Company’s common stock for the 90-calendar-day period ending on March 31, 2028, in accordance with the Compensation Committee’s approval of the 2025 Long-Term Incentive Plan.

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No PSUs granted under the 2025 Long-Term Incentive Plan were distributed during fiscal year 2025. Any payout remains subject to tenure requirements and certification of performance by the Compensation Committee following the end of the performance period.

Vesting of PSUs During Fiscal Year 2025

2023 PSU Payout

With respect to the PSU awards granted in 2023, the number of shares earned by the NEOs at the conclusion of the three-year performance period (fiscal years 2023-2025) was determined based on the Company’s performance against two financial performance metrics: revenue and adjusted EBITDA, as provided under the 2023 Long-Term Incentive Plan.

Performance against each metric was measured annually over the three-year performance measurement period, with payout levels for each year and metric determined based on achievement relative to pre-established threshold, target, and maximum performance levels. A “Weighted Percentage” was 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% was ascribed a weighted percentage of 0% and any performance achievement above maximum was ascribed a performance achievement of 200%. For actual performance with respect to any tranche between (i) threshold and target or (ii) target and maximum levels of achievement, the Weighted Percentage was determined using linear interpolation between such numbers, rounding to the nearest whole percentage point.

For the first year of the performance period, revenue and adjusted EBITDA were $354.3 million and $123.1 million, respectively. The Company did not achieve the threshold level of performance for either metric.

For the second year of the performance period, revenue and adjusted EBITDA were $385.1 million and $122.0 million, respectively. The Company did not achieve the threshold level of performance for revenue and achieved a weighted payout factor of 84% (above threshold and below target) for adjusted EBITDA, resulting in a combined achievement level of a 42% weighted payout factor for the year.

For the third year of the performance period, revenue and adjusted EBITDA were $418.8 million and $134.4 million, respectively. The Company achieved weighted payout factor of 74% for revenue (above threshold and below target) and weighted payout factor of 150% (above target) for adjusted EBITDA, resulting in a combined achievement level of a 112% weighted payout factor for the year.

Based on performance across all three years, the resulting weighted payout factor for the financial performance measures was 51.3%.

The 2023 PSU awards were also subject to a relative total shareholder return (“rTSR”) modifier, with the modifying percentage being determined relative to the Company’s performance as measured against the S&P 600 Healthcare Index for the same period.

Based on a weighted payout factor of 51.3% and a relative total shareholder return (“rTSR”) modifier of 80%, the following table presents the payouts for the 2023-2025 PSU awards granted under the Company’s 2023 Long-Term Incentive Plan, which were earned and settled on April 1, 2026. Accordingly, the number of PSUs earned was calculated by multiplying the target number of PSUs by the weighted payout factor and the applicable rTSR modifier. Resulting share amounts are rounded to the nearest whole share.

Dr. McKemey was not eligible to participate in the 2023 PSU award, as he commenced employment with the Company on March 3, 2025, and therefore did not receive such award.

Benefits and Perquisites

While our executive compensation philosophy emphasizes performance-based compensation and limits executive benefits and perquisites, we provide all of our employees, including our NEOs, with broad-based benefits designed to attract and retain talent and to provide retirement, health, and welfare security. These benefits include the following:

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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 of our U.S.-based employees, including our U.S.-based NEOs, are eligible to participate. The 401(k) Plan permits participants to contribute up to 100% of their compensation on a pre-tax basis, subject to annual limits established by the Internal Revenue Service. The Company may make employer matching contributions and has historically matched up to 50% of an employee’s deferrals, limited to the first 6% of compensation, except for one division in which the Company matches 100% of employee deferrals up to 6% of compensation. Employee contributions are immediately fully vested. Employer matching contributions vest at a rate of 25% per year over four years of service, except for one division in which matching contributions fully vest after three years of service.

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U.K. Pension Plan. The Company sponsors a Group Personal Pension Plan covering all U.K.-based employees, including our U.K.-based NEO, Dr. Aspbury. Eligible employees are automatically enrolled in the plan in accordance with U.K. auto-enrolment legislation. Employees between the ages of 16 and 75 may elect to participate in the plan. The Company contributes an additional 8% of salary for participating employees, which exceeds its statutory obligations under U.K. auto-enrolment requirements.

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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 the Company’s health and welfare benefit plans, which include medical, dental, vision, life, and disability insurance coverage, dependent care flexible spending accounts, health savings accounts, and health reimbursement arrangements. We also offer voluntary legal services and voluntary supplemental disability coverage.

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Other Benefits and Perquisites. We do not provide additional executive benefits or perquisites beyond those described above. For example, the Company does not sponsor retiree medical or pension plans or provide club memberships, automobile allowances, personal use of corporate aircraft, or other similar personal benefits.

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Severance and Change of Control Benefits.

We provide severance benefits to our NEOs pursuant to their respective employment agreements in order to offer competitive total compensation packages and support executive attraction and retention. These employment agreements generally provide for severance payments and benefits in the event of a termination of employment by the Company without cause or a resignation by the executive for good reason (each, a “Qualifying Termination”). A summary of the payments and benefits to which each NEO may be entitled upon a Qualifying Termination, including in connection with a change of control, is described below under “Executive Compensation — Termination and Severance — Potential Payments to NEOs Upon Termination of Employment or Change of Control.”

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