Form 4: Certara CFO John Gallagher Adjusts Stock Holdings
Statement of Changes in Beneficial Ownership
Certara Inc. Chief Financial Officer John E. Gallagher reported a series of transactions involving common stock, including the acquisition of restricted stock units and performance stock units, alongside the withholding of shares for tax obligations.
Summary
- John E. Gallagher, Chief Financial Officer of Certara, Inc., engaged in multiple stock transactions on April 1, 2026.
- These transactions included the acquisition of 12,633 Performance Stock Units (PSUs) and 15,190 Restricted Stock Units (RSUs) under the company's 2020 Incentive Plan.
- Additionally, 22,782 RSUs were acquired.
- Shares were withheld to cover tax obligations related to the vesting of these units.
- Following these transactions, Gallagher's beneficial ownership of Certara common stock stands at 95,371 shares.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it primarily details routine equity grant vesting and tax settlements for a key executive, without indicating significant positive or negative operational news.
Positives
- Vesting of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) indicates progress towards performance goals and employee retention.
- Acquisition of new RSUs suggests continued incentive alignment between management and shareholders.
- The CFO's direct beneficial ownership of a significant number of shares (95,371) demonstrates a vested interest in the company's performance.
Negatives
- Withholding of shares for tax obligations represents a reduction in the net shares received by the reporting person.
Risks
- The vesting of RSUs and PSUs is contingent on meeting performance objectives, which introduces performance-related risk.
- Future vesting of remaining RSUs is scheduled for April 1, 2027, and April 1, 2028, introducing time-based risk.
Future Outlook
The filing indicates future vesting of Restricted Stock Units (RSUs) on April 1, 2027, and April 1, 2028, suggesting continued management incentive and retention plans tied to specific future dates.
Industry Context
StockSavvy.ai notes that the use of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) is a common practice in the software and biotechnology sectors, like Certara's, to align executive compensation with long-term company performance and shareholder value.
Stakeholder Impact
- Shareholders: The transactions reflect the ongoing compensation structure for the CFO, which is designed to align executive interests with shareholder value over time.
- Employees: The vesting of RSUs and PSUs can impact employee morale and retention, particularly for those receiving similar grants.
- Management: The CFO's beneficial ownership increases, demonstrating continued commitment and alignment with company performance.
Next Steps
- Vesting and settlement of remaining RSUs on April 1, 2027.
- Vesting and settlement of remaining RSUs on April 1, 2028.
Key Dates
| Date | Description |
|---|---|
| 04/01/2023 | Grant date for certain Performance Stock Units (PSUs) and Restricted Stock Units (RSUs). |
| 01/01/2023 | Start of the performance period for PSUs granted on April 1, 2023. |
| 12/31/2025 | End of the performance period for PSUs granted on April 1, 2023. |
| 04/01/2024 | Vesting and settlement date for one-third of RSUs granted on April 1, 2023. Grant date for certain RSUs. |
| 04/01/2025 | Vesting and settlement date for one-third of RSUs granted on April 1, 2023. Vesting and settlement date for one-third of RSUs granted on April 1, 2024. |
| 05/20/2025 | Grant date for certain RSUs. |
| 04/01/2026 | Earliest transaction date reported. Vesting and settlement date for remaining PSUs granted on April 1, 2023. Vesting and settlement date for remaining one-third of RSUs granted on April 1, 2023. Vesting and settlement date for one-third of RSUs granted on April 1, 2024. Vesting and settlement date for one-third of RSUs granted on May 20, 2025. |
| 04/03/2026 | Date of filing signature. |
| 04/01/2027 | Future vesting and settlement date for remaining RSUs granted on April 1, 2024. Future vesting and settlement date for one-third of RSUs granted on May 20, 2025. |
| 04/01/2028 | Future vesting and settlement date for remaining two-thirds of RSUs granted on May 20, 2025. |
Keywords
Certara Inc., Form 4, John E. Gallagher, Chief Financial Officer, Stock Transactions, Restricted Stock Units, Performance Stock Units, Beneficial Ownership, SEC Filing, Equity Incentive Plan
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.