DEF: Certara Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Certara will hold its 2025 Annual Meeting of Stockholders virtually on May 21, 2025, to vote on the election of directors, ratification of the independent auditor, and executive compensation.

Summary

• Certara, Inc. will hold its 2025 Annual Meeting of Stockholders on May 21, 2025, at 9:00 a.m. Eastern Time, as a virtual meeting.
• Stockholders of record as of March 28, 2025, are eligible to vote.
• The meeting will address the election of four Class II directors (Eran Broshy, Cynthia Collins, John Reynders, and Matthew Walsh), the ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on executive compensation.
• The proxy statement and accompanying proxy card were first made available on or about April 8, 2025.
• In 2024, Certara's revenue was $385.1 million, a 9% increase from $354.3 million in 2023.
• The company introduced 36 new software applications and upgrades in 2024.
• Certara acquired Chemaxon Kft on October 1, 2024, to enhance its chemical property prediction and analysis capabilities.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the upcoming annual meeting and proposals. The sentiment is neutral to positive, reflecting the company's growth and strategic initiatives.

Positives

• The company is providing multiple options for stockholders to vote, including telephone, internet, mail, and live webcast.
• The Board recommends voting 'FOR' all director nominees and proposals.
• Revenue increased by 9% in 2024.
• The company introduced 36 new software applications and upgrades in 2024.
• The company acquired Chemaxon Kft on October 1, 2024.

Future Outlook

The document does not contain specific forward-looking statements beyond the scheduled annual meeting and routine business operations.

Management Comments

• William F. Feehery, Chief Executive Officer: 'Thank you for your continued support.'

Industry Context

Certara operates in the biosimulation technology and solutions sector, serving the global biopharmaceutical industry with Model-Informed Drug Development (MIDD). The company's services are used by drug developers and regulatory agencies.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes AbCellera Biologics Inc., Accolade, Inc., Alkermes plc, Altair Engineering Inc, Computer Programs and Systems, Inc., Health Catalyst, Inc., HealthEquity, Inc., Medpace Holdings, Inc., Model N, Inc., NextGen Healthcare, Inc., Omnicell, Inc., Qualys, Inc., Repligen Corporation, Schrdinger, Inc., and SPS Commerce, Inc.
• These companies are in the software, life sciences tools and services, and health care technology industries and are within a similar size range to Certara, with comparable financial and employee metrics.

Management Changes

Related Party Transactions

• The company is party to a registration rights agreement with Arsenal, dated November 3, 2022.
• Pursuant to the Stockholders Agreement with Arsenal, Arsenal has the right to nominate two directors to our Board until the latest of: (i) from the closing date of the EQT/Arsenal Transaction until the two-year anniversary thereof, for so long as Arsenal continues to own 100% of the shares Arsenal purchased in connection with the transaction, (ii) after the two-year anniversary of the closing date of the transaction, for so long as Arsenal beneficially owns at least 12% of the total number of Adjusted Shares Outstanding (as defined in and calculated by the Stockholders Agreement) and (iii) from the closing date of the transaction until the five-year anniversary thereof, for so long as Arsenal continues to own 100% of the shares Arsenal purchased in connection with the transaction, as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in the Company’s capitalization.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will influence the company's direction and governance.
• Employees are impacted by executive compensation decisions and benefit plans.
• Customers benefit from the company's continued innovation and service improvements.

Next Steps

• Stockholders are encouraged to vote on the proposals before the meeting.
• The company will announce preliminary voting results at the 2025 Annual Meeting and file the final results with the SEC within four business days.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Executive Compensation, RSM US LLP, Audit Firm, Corporate Governance, Certara