Certara (CERT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on key proposals and opportunities for shareholder participation online.

• A leadership transition occurred with Jon Resnick succeeding William Feehery as CEO effective January 1, 2026.

• The company is a global leader in biosimulation software and technology-enabled services for drug development, serving biopharma, academia, and regulatory agencies.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors (Arjun Bedi, Stephen McLean, Jon Resnick) for terms expiring in 2029.

• Ratification of RSM US LLP as independent auditor for fiscal year 2026 is on the agenda.

• A non-binding advisory vote on executive compensation for the most recently completed fiscal year will be held.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; only Class III directors are up for election in 2026.

• Board size will reduce from eleven to nine after the 2026 meeting.

• Arsenal Capital Partners, as a significant shareholder, retains rights to nominate up to two directors under a stockholders agreement.

• All board committees are composed entirely of independent directors.

• Annual board and committee self-assessments are conducted to evaluate effectiveness.