Form 4: Certara Executive Leif E. Pedersen Reports Acquisition of Performance and Restricted Stock Units

Leif E. Pedersen, President and Chief Commercial Officer of Certara, Inc., reports the acquisition of performance stock units and restricted stock units.

Summary

• Leif E. Pedersen, President and Chief Commercial Officer of Certara, Inc., filed a Form 4 on May 20, 2025, reporting changes in beneficial ownership.
• The report details the acquisition of 68,348 performance stock units (PSUs) and 45,566 restricted stock units (RSUs) on May 20, 2025.
• The PSUs were granted under the 2025 Long-Term Incentive Plan and will vest based on the company's performance against total shareholder return thresholds through March 31, 2028, with payouts ranging from 0% to 200% of the target amount.
• The RSUs were granted under the 2020 Incentive Plan and will vest in three equal installments on April 1, 2026, April 1, 2027, and April 1, 2028.
• Each PSU and RSU represents a conditional right to receive one share of Certara common stock or the cash equivalent for RSUs.

Sentiment

Score: 7

Explanation: The document indicates standard executive compensation practices, aligning management interests with shareholders. The sentiment is neutral to positive as it reflects ongoing incentives for performance.

Positives

• The granting of PSUs and RSUs aligns executive compensation with company performance and shareholder value.
• The vesting schedules for both PSUs and RSUs encourage long-term commitment from the executive.

Risks

• The value of the PSUs is contingent on Certara's total shareholder return performance, which is subject to market fluctuations and company-specific risks.
• The RSUs are subject to continued employment, meaning the executive must remain with the company to fully vest.

Future Outlook

The PSUs will vest based on the company's performance against certain total shareholder return thresholds through the period ending on March 31, 2028. The RSUs will vest and settle in three equal installments on April 1, 2026, April 1, 2027, and April 1, 2028.

Industry Context

Granting stock-based compensation is a common practice in the pharmaceutical technology and services industry to incentivize executives and align their interests with those of shareholders. These grants are part of Certara's overall compensation strategy to attract and retain top talent.

Comparison to Industry Standards

• Companies like Simulations Plus and Schrödinger, which operate in similar modeling and simulation spaces, also utilize stock options and restricted stock units as part of their executive compensation packages.
• The vesting schedules and performance metrics associated with these grants are generally aligned with industry best practices, aiming to reward long-term value creation.

Stakeholder Impact

• Shareholders may view the granting of PSUs and RSUs positively, as it aligns executive compensation with company performance and shareholder value.
• Employees may be motivated by the fact that executives are incentivized to improve company performance.

Key Dates

Keywords

Certara, Leif E. Pedersen, Form 4, performance stock units, restricted stock units, beneficial ownership, executive compensation, stock options, vesting