Form 4: Certara GC Receives Performance and Restricted Stock Grants

Certara, Inc.'s SVP and General Counsel, Daniel Corcoran, was granted performance stock units and restricted stock units as part of executive compensation.

Summary

• Daniel Corcoran, SVP and General Counsel of Certara, Inc. (CERT), reported the acquisition of various equity awards.
• On May 11, 2026, Corcoran was granted 74,074 Restricted Stock Units (RSUs) under the 2020 Incentive Plan, which will vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
• Also on May 11, 2026, Corcoran received 111,111 Performance Stock Units (PSUs) under the 2026 Long-Term Incentive Plan, with the number of shares received ranging from 0% to 200% of the target based on Certara's total shareholder return (TSR) performance through March 31, 2029.
• An additional 48,820 PSUs, granted on May 20, 2025, under the 2025 Long-Term Incentive Plan, were also reported, with vesting based on Certara's TSR performance through March 31, 2028, also ranging from 0% to 200% of the target amount.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it signifies continued alignment of executive incentives with shareholder interests through long-term equity awards, which is a healthy corporate governance practice.

Positives

• The grants align the interests of a key executive, Daniel Corcoran, with those of shareholders through performance-based incentives tied to total shareholder return (TSR).
• The long-term incentive plans (2025 and 2026) encourage sustained company performance over multi-year periods.

Negatives

• The performance-based nature of the PSUs means the actual number of shares received could be zero if performance thresholds are not met, introducing uncertainty for the executive.
• The grants do not represent an immediate cash payout to the executive.

Risks

• The value of the Performance Stock Units (PSUs) is contingent on Certara's total shareholder return (TSR) performance, meaning the actual payout can range from 0% to 200% of the target amount.
• Market conditions and company-specific factors could negatively impact Certara's TSR, reducing the value or number of shares received from PSUs.
• The Restricted Stock Units (RSUs) vest over several years, meaning the executive's compensation is tied to the company's stock performance during that period.

Future Outlook

The grants indicate a continued focus on long-term executive incentives tied to Certara's total shareholder return and future stock performance, with vesting periods extending through March 2029.

Management Comments

• The performance stock units were granted pursuant to the terms of the 2025 and 2026 Long-Term Incentive Plans for Company executives, approved by the Compensation Committee of the Company's Board of Directors, under the Certara 2020 Incentive Plan.
• Each PSU represents a conditional right to receive one share of Company common stock, with the number of shares received dependent on the Company's performance against certain total shareholder return thresholds.
• Each RSU represents a right to receive one share of common stock or the cash equivalent, vesting in equal installments over three years.

Industry Context

StockSavvy.ai notes that the granting of performance-based and time-vesting equity awards to senior executives is a standard practice in the biotechnology and pharmaceutical services industry. This approach is widely adopted to align executive compensation with long-term shareholder value creation and to retain key talent in a competitive market.

Comparison to Industry Standards

• Certara's use of both Performance Stock Units (PSUs) tied to Total Shareholder Return (TSR) and Restricted Stock Units (RSUs) with time-based vesting is consistent with executive compensation structures observed at comparable companies in the life sciences and healthcare technology sectors, such as IQVIA Holdings Inc. (IQV) and Veeva Systems Inc. (VEEV).
• The 0-200% payout range for PSUs based on TSR performance is a common mechanism to incentivize outperformance and manage risk, similar to practices at companies like Medidata Solutions (now part of Dassault Systèmes) prior to its acquisition, which also utilized performance-based equity.
• The multi-year vesting schedule for RSUs (three equal installments) is a standard retention tool, comparable to those implemented by many publicly traded technology and healthcare firms to ensure executive commitment over a sustained period.

Corporate Governance

Stakeholder Impact

• Shareholders: The performance-based nature of the PSUs directly links executive compensation to the company's total shareholder return, potentially benefiting shareholders if performance targets are met.
• Employees (Executive): Daniel Corcoran's long-term compensation is now further tied to the company's future stock performance and strategic goals, providing a strong incentive for sustained effort and leadership.

Next Steps

• The 74,074 Restricted Stock Units (RSUs) will vest in three equal installments on April 1, 2027, April 1, 2028, and April 1, 2029.
• The 48,820 Performance Stock Units (PSUs) granted on May 20, 2025, will be evaluated based on Certara's TSR performance through March 31, 2028.
• The 111,111 Performance Stock Units (PSUs) granted on May 11, 2026, will be evaluated based on Certara's TSR performance through March 31, 2029.

Key Dates

Recommendation

This Form 4 filing reports routine executive compensation in the form of equity grants. While these grants align executive interests with shareholders, they do not introduce new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. It is a standard corporate governance practice.

Keywords

Certara, CERT, Performance Stock Units, Restricted Stock Units, Executive Compensation, Insider Transaction, SEC Form 4, Long-Term Incentive Plan, Total Shareholder Return