CERTARA INC (CERT)
Sector: Health Care
2026 Annual Meeting Analysis
CERTARA INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors Named Herein
Against Analysis
Mr. McLean has served on the board since 2013, meaning his entire tenure covers the 3-year underperformance period. Certara's stock has fallen 77.3% over three years while the company's own peer group fell only 38.5% — a gap of 38.8 percentage points, which exceeds the 20-point threshold that triggers a vote against for directors with negative absolute returns. The 5-year check (gap of 35.4pp vs the same 20pp threshold) does not provide a mitigant, confirming this is sustained rather than transient underperformance.
For Analysis
Mr. Bedi joined the board in February 2026, which is within the 24-month new-director exemption window, so he is fully exempt from the TSR underperformance trigger; he also brings deep healthcare and life sciences advisory experience relevant to Certara's business.
Mr. Resnick joined the board in January 2026 as the incoming CEO, which is within the 24-month new-director exemption window, exempting him from the TSR underperformance trigger; he brings substantial life sciences industry and executive leadership experience relevant to Certara's strategy.
Of the three Class III nominees, Arjun Bedi and Jon Resnick are both exempt from the TSR trigger as they joined the board within the past 24 months. Stephen McLean, a director since 2013, is subject to the trigger: Certara's 3-year stock return of -77.3% trails the company-disclosed peer group median of -38.5% by 38.8 percentage points, well above the 20-point threshold applicable when absolute returns are negative. The 5-year check confirms sustained underperformance, so the AGAINST vote on Mr. McLean is not mitigated.
Say on Pay
✗ AGAINSTCEO
William F. Feehery
Total Comp
N/A
Prior Support
95%%
While the prior-year Say on Pay vote received 95% support and the company's pay mix is appropriately variable (base salary represents only about 12% of CEO total compensation), the level of incentive pay granted is far above what is warranted for a company of Certara's current size and performance. The CEO received $5.75 million in long-term equity awards — 723% of base salary — at a company whose stock has lost 77.3% of its value over three years while underperforming its own peer group by nearly 39 percentage points; the 2025 annual bonus was also paid at 94% of target despite this sustained underperformance. The combination of above-benchmark incentive pay and severe, sustained stock underperformance relative to peers means the pay-for-performance alignment test fails under the voting policy.
Auditor Ratification
✓ FORAuditor
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 no tenure trigger can be applied, and there is no evidence of material financial restatements. RSM is a large national firm appropriate for a company of Certara's size and complexity.
Overall Assessment
The 2026 Certara annual meeting presents three proposals: director elections, auditor ratification, and Say on Pay. The primary governance concern is severe and sustained stock underperformance — Certara's shares have fallen 77.3% over three years while its own peer group fell only 38.5% — which drives an AGAINST vote on long-tenured director Stephen McLean and on Say on Pay due to above-benchmark incentive pay that is not aligned with shareholder experience; auditor RSM receives a FOR vote as fees and independence checks are clean.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing