Sector: Health Care
CERTARA INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class III Directors Named Herein
Against Analysis
Mr. McLean has served as a director since 2013, well within the TSR trigger window; CERT's 3-year stock return of -76.4% trails the disclosed compensation peer group median of -38.8% by 37.6 percentage points, exceeding the 20-percentage-point threshold that applies when absolute 3-year returns are negative, triggering a vote against; applying the 5-year mitigant does not help, as CERT's 5-year return of -78.8% versus the peer median of -41.9% produces an underperformance gap of 36.9 percentage points, still above the 20-point threshold, so the 5-year check does not downgrade the vote to FOR.
For Analysis
Mr. Bedi joined the board in February 2026, less than 24 months ago, which fully exempts him from the TSR underperformance trigger; he also brings relevant healthcare and life sciences strategy expertise with no overboarding or attendance concerns.
Mr. Resnick became CEO and a director in January 2026, less than 24 months ago, which fully exempts him from the TSR underperformance trigger; he brings deep life sciences and healthcare analytics leadership experience directly relevant to Certara's business.
Of the three Class III director nominees, Arjun Bedi and Jon Resnick are exempt from the TSR underperformance trigger due to joining the board within the past 24 months and both receive FOR votes; Stephen McLean, a long-tenured director since 2013, is subject to the trigger and receives an AGAINST vote because CERT's 3-year stock return underperforms the company-disclosed peer group median by 37.6 percentage points against a 20-point threshold, with the 5-year check confirming sustained underperformance.
CEO
William F. Feehery
Total Comp
$6,491,387
Prior Support
95%%
The prior year Say on Pay vote received approximately 95% support, signaling strong shareholder approval of the pay program structure; the CEO's total compensation of $6,491,387 is within a reasonable range for a healthcare technology company of this market cap, base salary represents a modest fraction of total pay, and roughly 76% of total compensation was delivered through variable equity and cash incentive awards (approximately $4,927,502 in equity and $747,935 in bonus), satisfying the 50-60% variable pay requirement. The annual bonus plan used objective financial metrics (adjusted EBITDA and revenue) with a relative TSR modifier applied to the multi-year performance stock awards, and the company maintains a meaningful clawback policy compliant with Dodd-Frank requirements.
Auditor
RSM US LLP
Tenure
N/A
Audit Fees
$1,425,646
Non-Audit Fees
$109,219
Non-audit fees of $109,219 represent approximately 7.7% of audit fees of $1,425,646, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted; RSM is a large national firm appropriate for a company of Certara's size.
The 2026 Certara annual meeting presents three standard proposals; we vote FOR auditor ratification and FOR Say on Pay given clean fee ratios, strong prior shareholder support, and a well-structured variable pay program, but vote AGAINST long-tenured director Stephen McLean due to sustained and significant stock underperformance versus the company's own peer group over both three- and five-year periods. Two newer nominees, Arjun Bedi and Jon Resnick, receive FOR votes as they joined within the past 24 months and are exempt from the TSR trigger.
16 companies disclosed in 2026 proxy filing
