XML 40 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Year(1)	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO(2)	Average Summary Compensation Table Total for Non-CEO Named Executive Officers(2)(5)	Average Compensation Actually Paid to Non-CEO Named Executive Officer(2)(5)	Value of Initial Fixed $100 Investment Based On:(3)		Net Income	Company- Selected Measure: Adjusted EBITDA(6)
Year(1)	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO(2)			Total Share-holder Return	Peer Group Total Share-holder Return(4)	Net Income	Company- Selected Measure: Adjusted EBITDA(6)
2024(7)	$7,219,615	$2,037,690	$2,306,748	$256,571	$27.97	$82.64	$(12,051,000)	$122,046,000
2023	$7,810,028	$4,396,333	$2,212,277	$1,415,136	$46.19	$79.94	$(55,357,000)	$123,108,000
2022	$6,234,325	$(4,571,474)	$1,905,302	$(1,519,004)	$42.21	$82.12	$14,731,000	$120,174,000
2021	$6,244,695	$2,332,290	$2,028,857	$798,169	$74.63	$116.62	$(13,266,000)	$103,713,000
2020	$3,626,241	$71,866,945	$1,837,169	$12,730,099	$88.55	$104.12	$(49,397,000)	$87,877,000

(1)

Certara is providing this disclosure pursuant to 17 CFR 229.402(v) for the last five fiscal years; the Company’s CEO and principal executive officer for each of the years presented was William F. Feehery.

(2)

As required by 17 CFR 229.402(v)(3), the following tables disclose each of the amounts deducted and added to columns Compensation Actually Paid to CEO and Average Compensation Actually Paid to Non-CEO Named Executive Officers.

(3)

Total shareholder return amounts assume an initial investment of $100 on December 31, 2020 and the reinvestment of dividends.

(4)

The S&P Small Cap 600 Healthcare Index (i.e., the published industry or line-of-business index used in the stock performance graph in the 10-K).

(5)

The non-CEO NEOs for the fiscal years presented are:

		Fiscal Year:				2020				2021				2022				2023				2024
		Non-CEO NEOs:				M. Andrew Schemick Leif E. Pedersen				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Justin Edge Craig Rayner				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III				Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III

(6)

For purposes of this section, we have identified Adjusted EBITDA as our Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2024 in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures.”

(7)

For Fiscal Year 2024:

Description	CEO	Non-CEO NEOS
Compensation as reported in the summary compensation table	$7,219,615	$2,306,748
Minus
Grant date fair value from summary compensation table	$(5,815,316)	$(1,615,384)
Plus
Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year	$1,805,930	$1,977,366
Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year	$(714,954)	$(1,454,444)
Fair value as of the vesting date for any equity awards granted and vested within the respective year	—	—
Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year	$(457,585)	$(957,715)
Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to be vesting during the respective year	—	—
Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts	—	—
Total	$2,037,690	$256,571

The compensation paid to our principal executive officer, Dr. Feehery, and our other NEOs set forth in the table above include the value of equity granted prior to the IPO (under our Equity Incentive Plan) and after the IPO (under our 2020 Incentive Plan). For a description of the type of equity granted under our 2017 Incentive Plan, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Pre-IPO Class B Units and Converted Restricted Stock.” For a description of the type of equity granted under our 2020 Incentive Plan, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Post-IPO Equity Awards.”

Prior to the IPO, the Class B Units were valued by EQT on a quarterly basis based on EQT’s internal analysis, leveraging commonly recognized valuation methodologies, but also periodically determined by an independent valuation advisor. For purposes of determining compensation actually paid, we calculated the value of the applicable Class B Units at the end of 2019 based on the fair value attributed to them on that date. We then determined the value of the common stock at the time periods required for the number of shares for which the applicable number of Class B Units were exchanged using the conversion formula used in the exchange of Class B Units for common shares at the time of the IPO.

The vast majority of “compensation actually paid” for our CEO and NEOs in 2020 is based on the material increase in value from the equity awards pre-IPO v. post-IPO, and, for our CEO, the accelerated vesting of his performance-based profits interest units (“PIUs”) at the time of the IPO. Accordingly, the value of compensation actually paid for 2020 is atypical and a direct result of (i) the fact that the pre-IPO was illiquid and therefore represents the accumulated increase of value in the equity over more than one year, (ii) for our CEO, the accelerated vesting of certain PIUs at the time of the IPO, and (iii) the increase in market value of the Company as a result of the IPO process.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)

(5)

The non-CEO NEOs for the fiscal years presented are:

		Fiscal Year:				2020				2021				2022				2023				2024
		Non-CEO NEOs:				M. Andrew Schemick Leif E. Pedersen				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Justin Edge Craig Rayner				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith				M. Andrew Schemick Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III				Leif E. Pedersen Robert A. Aspbury Patrick F. Smith John E. Gallagher III

Peer Group Issuers, Footnote

(4)

The S&P Small Cap 600 Healthcare Index (i.e., the published industry or line-of-business index used in the stock performance graph in the 10-K).

PEO Total Compensation Amount

$ 7,219,615

$ 7,810,028

$ 6,234,325

$ 6,244,695

$ 3,626,241

PEO Actually Paid Compensation Amount

$ 2,037,690

4,396,333

(4,571,474)

2,332,290

71,866,945

Adjustment To PEO Compensation, Footnote

(2)

(7)

For Fiscal Year 2024:

Description	CEO	Non-CEO NEOS
Compensation as reported in the summary compensation table	$7,219,615	$2,306,748
Minus
Grant date fair value from summary compensation table	$(5,815,316)	$(1,615,384)
Plus
Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year	$1,805,930	$1,977,366
Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year	$(714,954)	$(1,454,444)
Fair value as of the vesting date for any equity awards granted and vested within the respective year	—	—
Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year	$(457,585)	$(957,715)
Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to be vesting during the respective year	—	—
Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts	—	—
Total	$2,037,690	$256,571

Non-PEO NEO Average Total Compensation Amount

$ 2,306,748

2,212,277

1,905,302

2,028,857

1,837,169

Non-PEO NEO Average Compensation Actually Paid Amount

$ 256,571

1,415,136

(1,519,004)

798,169

12,730,099

Adjustment to Non-PEO NEO Compensation Footnote

(2)

(7)

For Fiscal Year 2024:

Description	CEO	Non-CEO NEOS
Compensation as reported in the summary compensation table	$7,219,615	$2,306,748
Minus
Grant date fair value from summary compensation table	$(5,815,316)	$(1,615,384)
Plus
Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year	$1,805,930	$1,977,366
Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year	$(714,954)	$(1,454,444)
Fair value as of the vesting date for any equity awards granted and vested within the respective year	—	—
Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year	$(457,585)	$(957,715)
Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to be vesting during the respective year	—	—
Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts	—	—
Total	$2,037,690	$256,571

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Cumulative Stockholder Return

CEO and NEOs CAP in millions; Company TSR and Peer TSR in US Dollar per share on return of $100.

Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid and Net Income

CEO and NEOs CAP in millions; Net Income in millions

Compensation Actually Paid vs. Company Selected Measure

Relationship Between Compensation Actually Paid and Adjusted EBITDA

CEO and NEOs CAP in millions; Adjusted EBITDA in millions.

Total Shareholder Return Vs Peer Group

Relationship Between Compensation Actually Paid and Cumulative Stockholder Return

CEO and NEOs CAP in millions; Company TSR and Peer TSR in US Dollar per share on return of $100.

Tabular List, Table

Financial Performance Measures

The following is a list of financial performance measures that represent the most important financial performance measures (used by the Company to link compensation actually paid to our CEO and NEOs for fiscal year 2024 to Company performance):

▪

Revenue

▪

Adjusted EBITDA

▪

Bookings

Total Shareholder Return Amount

$ 27.97

46.19

42.21

74.63

88.55