Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.
Management’s Annual Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There was not any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Conduct (the “Code of Conduct”) applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Conduct. The Code of Conduct is available on our website, www.certara.com. The information available on or through our website is not part of this annual report. If we ever were to amend or waive any provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than by filing a Form 8-K.
The remaining information required under this item is incorporated herein by reference to our definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which Proxy Statement is expected to be filed with Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended December 31, 2020.
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION
As an “emerging growth company” as defined in the JOBS Act, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the under the Securities Act of 1933, as amended, (the “Securities Act”), which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. The following table sets forth information concerning the compensation earned by or paid to our named executive officers (“NEOs”), during our fiscal years ended December 31, 2020 (“fiscal year 2020”) and December 31, 2019 (“fiscal year 2019”). As an “emerging growth company,” we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
SUMMARY COMPENSATION TABLE
NON-EQUITY
EQUITY
INCENTIVE PLAN
ALL OTHER
SALARY
BONUS
AWARDS
COMPENSATION
COMPENSATION
NAME AND PRINCIPAL POSITION
YEAR
($)
($)(1)
($)(2)
($)(3)
($)(4)
TOTAL ($)
William F. Feehery.
2020
772,500
—
2,238,677
602,550
12,514
3,626,241
Chief Executive Officer
2019
437,500
—
2,792,621
274,838
3,022
3,507,981
Leif E. Pedersen
2020
119,471
116,500
1,572,000
58,254
1,172
1,867,397
President, Software
Andrew Schemick
2020
362,602
—
1,199,515
235,691
8,919
1,806,727
Chief Financial Officer
(1) Amount reported in this column reflects a signing bonus granted to Mr. Pedersen upon his joining the Company on September 7, 2020.
(2) Amounts reported in this column reflect the aggregate grant date fair value of Class B Units granted on August 31, 2020.] See Note [2(r)] (“Summary of Significant Accounting Policies — Equity-based compensation”) and Note [13] (“Equity-Based Compensation”) to our audited consolidated financial statements included elsewhere in this report for a discussion of the valuation of our equity-based awards.
(3) Amounts shown reflect annual bonus payments under our Corporate Incentive Plan earned with respect to the fiscal year covered based on the achievement of financial and strategic performance objectives that were established by our Compensation Committee at the beginning of such fiscal year. See “— Non-Equity Incentive Plan Compensation’’ below.
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(4) Amounts in this column for (i) Dr. Feehery, reflect Company paid life insurance premiums and Company contributions to our 401 (k) Plan, (ii) Mr. Pedersen, reflect our contributions under our 401(k) Plan; and (iii) Mr. Schemick, reflect our contributions under our 401(k) Plan. For additional information on our policy on Company contributions to 401(k) Plan, see “— Retirement Benefits” below.”
Non-Equity Incentive Plan Compensation
We maintain an annual cash-based Corporate Incentive Plan (the “CIP”) to motivate our employees to achieve short-term performance goals. For fiscal year 2020, Dr. Feehery, Mr. Pedersen, and Mr. Schemick participated in the CIP.
Incentive awards and bonus payouts under the CIP are based on the achievement of certain corporate and divisional goals established by our compensation committee at the beginning of each year. For 2020, for Dr. Feehery and Mr. Schemick, 20% of their respective bonus payouts were tied to the achievement of company-wide, EBITDA and 80% were tied to the performance of different divisions within the company (the “Blended Rate”). For Mr. Pedersen, 20% of his CIP bonus was based on company-wide EBITDA, and 80% was based on the performance of the Software division (the "Division Rate").
The 2020 target incentive opportunities under the CIP for the NEO participants were based on a percentage of base salary. The amounts paid to the NEO participants under the CIP were calculated by multiplying each NEO participant’s target incentive opportunity by a factor tied to actual EBITDA achieved versus target EBITDA. For achievement above the threshold level, the multiplying factor was based on the pre-determined scale, with the Compensation Committee retaining some discretion to adjust the final payout based on individual performance metrics or other relevant factors. For Dr. Feehery and Mr. Schemick, that factor was 130%. For Mr. Pedersen, that factor was 106%. Mr. Pedersen's bonus was also prorated based on his actual salary earned between his start date with the Company on September 7, 2020, and the end of 2020.
The following table illustrates the calculation of the non-equity incentive plan awards payable to each of the NEO participants under our CIP for fiscal 2020.
COMBINED
PERFORMANCE
FACTOR(1)
TARGET BONUS
BONUS PAYOUT AT
(% OF TARGET
TOTAL BONUS
NAME
SALARY ($)
(% OF SALARY)
TARGET ($)
ACHIEVEMENT)
PAYOUT FOR 2020 ($)
Dr. Feehery
772,500
60
%
463,500
130
%
602,550
Mr. Pedersen
119,471
46
%
54,957
106
%
58,254
Mr. Schemick
362,602
50
%
181,301
130
%
235,691
Employment Arrangements
William F. Feehery
Effective as of May 14, 2019, we entered into an employment agreement with Dr. Feehery (the “Feehery Agreement”) to serve as our CEO commencing on June 3, 2019. The Feehery Agreement provides for an initial annual base salary and an annual target bonus of 60% of such base salary based upon achievement of specific individual and company performance objectives to be established by our Board of Directors or Compensation Committee. Dr. Feehery’s base salary is subject to possible increases, as approved by our Compensation Committee. Effective January 1, 2020, Dr. Feehery’s annual base salary was increased to $772,500.
Pursuant to the Feehery Agreement, in the event Dr. Feehery’s employment is terminated by us without “cause” or by Dr. Feehery for “good reason” (each as defined in the Feehery Agreement) and Dr. Feehery executes and does not revoke a general release of claims in favor of us and complies with the restrictive covenants to which he is subject following such termination, then Dr. Feehery will receive (i) any unpaid annual bonus in respect of any completed fiscal year that has ended prior to the date of such termination, payable in a lump sum at such time as annual bonuses are paid to our other senior executives, (ii) subject to satisfaction of the applicable performance objectives, a pro rata portion of the annual bonus otherwise payable to Dr. Feehery for the fiscal year in which such termination occurs, based on the
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number of days he was employed, (iii) the sum of his base salary plus his target bonus amount, payable in substantially equal payments over 12 months following such termination, (iv) monthly payments for 12 months following such termination equal to the difference between the monthly COBRA premium cost for the health care coverage elected by Dr. Feehery under the Company’s group health plan and the monthly contribution paid by active employees for the same level of coverage (subject to mitigation, to the extent Dr. Feehery and his dependents become eligible to receive any health benefits as a result of Dr. Feehery’s subsequent employment or service) and (v) all accrued but unpaid obligations.
In the event that any payment, benefit or distribution pursuant to the terms of the Feehery Agreement or otherwise becomes subject to the excise taxes under Section 4999 of the Code, such payments will be subject to reduction to an amount equal to 2.99 times Dr. Feehery’s “base amount” (as defined in Section 280G(b)(3) of the Code) to the extent that such reduction will produce a more favorable after-tax result for Dr. Feehery.
Dr. Feehery is party to a restrictive covenants agreement that contains indefinite covenants of confidentiality of information and non-disparagement, covenants of non-competition and non-solicitation of our employees and customers during employment and for the one-year period thereafter.
Leif E. Pedersen
Effective as of July 30, 2020, we entered into an employment agreement with Mr. Pedersen (the “Pedersen Agreement”). The Pedersen Agreement provided for an initial annual base salary of $375,000 and an annual target bonus of 46% of such base salary. Mr. Pedersen’s base salary is subject to annual review and possible increases, as we may determine from time to time. Mr. Pedersen also received a one-time signing bonus of $116,500, which is subject to a repayment by Mr. Pedersen if he leaves the Company within 12 months of his start date, other than for “good reason” (as defined in the Pedersen Agreement) or is terminated for “cause” (as defined in the Pedersen Agreement), prorated by the number of months he was within the Company prior to termination.
Pursuant to the Pedersen Agreement, in the event Mr. Pedersen’s employment is terminated by us without “cause” or by Mr. Pedersen for “good reason” and Mr. Pedersen executes and does not revoke a general release of claims in favor of us and complies with the restrictive covenants to which he is subject following such termination, then Mr. Pedersen will receive (i) continuation of his base salary for 6 months following such termination and (ii) all accrued but unpaid obligations, including any unpaid annual bonus that has been authorized by us and approved by our CEO in respect of any completed fiscal year that has ended prior to the date of such termination.
The Pedersen Agreement also imposes certain restrictive covenants on Mr. Pedersen, including indefinite covenants of confidentiality of information and non-disparagement, covenants relating to intellectual property and covenants of non-competition during employment and for the one-year period thereafter and non-solicitation of our employees and customers during employment and for the two-year period thereafter.
Andrew Schemick
Effective as of July 11, 2014, we entered into an employment agreement with Mr. Schemick (the “Schemick Agreement”). The Schemick Agreement provided for an initial annual base salary and an initial discretionary bonus of up to 30% of such base salary. Mr. Schemick’s base salary is subject to annual review and possible increases, as we may determine from time to time. Effective January 1, 2020, Mr. Schemick’s 2020 base salary was increased to $360,500. The Compensation Committee further increased his salary and target bonus percentage, effective December 11, 2021, to $400,000 and 50%, respectively.
Pursuant to the Schemick Agreement, in the event Mr. Schemick’s employment is terminated by us without “cause” or by Mr. Schemick for “good reason” (each as defined in the Schemick Agreement) and Mr. Schemick executes and does not revoke a general release of claims in favor of us and complies with the restrictive covenants to which he is subject following such termination, then Mr. Schemick will receive (i) continuation of his base salary for 12 months following such termination and (ii) all accrued but unpaid obligations, including any unpaid annual bonus that has been authorized
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by us and approved by our CEO in respect of any completed fiscal year that has ended prior to the date of such termination.
The Schemick Agreement also imposes certain restrictive covenants on Mr. Schemick, including indefinite covenants of confidentiality of information and non-disparagement, covenants relating to intellectual property and covenants of non-competition during employment and for the one-year period thereafter and non-solicitation of our employees and customers during employment and for the two-year period thereafter.
Outstanding Equity Awards at 2020 Year End
The following table includes certain information with respect to equity awards held by the Named Executive Officers as of December 31, 2020.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
MARKET
VALUE OF
NUMBER OF
SHARES
SHARES OR
OF UNITS
UNITS OF
OF STOCK
STOCK THAT
THAT HAVE
HAVE
NOT
NOT VESTED
VESTED
NAME
GRANT DATE (1)
(#) (2)
($)
William F. Feehery
—
—
—
Restricted Stock Award
6/3/2019
862,239
$
29,074,699
Restricted Stock Award
8/31/2020
182,368
$
6,149,449
Leif E. Pedersen
—
—
—
Restricted Stock Award
9/9/2020
256,118
$
8,636,299
Andrew Schemick
—
—
—
Restricted Stock Award
8/15/2017
187,659
$
6,327,861
Restricted Stock Award
8/31/2020
195,431
$
6,589,933
(1) Represents the original grant date of the Class B Units that were exchanged for restricted stock awards on December 10, 2020 in connection with the IPO. See “—Equity Awards”.
(2) Consists of shares of time-based vesting restricted stock. See “— Equity Awards.”
Equity Awards
On November 17, 2017, the EQT 2017 Incentive Plan was established under the terms of the Partnership Agreement of EQT Avatar Parent, L.P. (“EQT”) to provide our employees, including our executives, as well as our directors and consultants, with incentives to align their interests with the interests of our then sole shareholder, EQT. Prior to our IPO, equity awards granted to our NEOs were made by EQT pursuant to the 2017 Incentive Plan. The 2017 Incentive Plan was terminated in connection with our IPO. On August 31, 2020, under 2017 EQT Incentive Plan, Dr. Feehery was granted 284,819 Class B Units; and Mr. Schemick was granted 152,610 Class B Units. On September 9, 2020, Mr. Pedersen was granted 200,000 Class B Units. The Class B Units were “profits interests” under U.S. federal income tax law having economic characteristics similar to stock appreciation rights (i.e., representing the rights to share in any increase in the equity value of EQT that exceeds specified thresholds).
In connection with our IPO, on December 10, 2020, all outstanding unvested Class B Units, including those held by our NEOs, were exchanged for newly issued shares of our restricted common stock on the basis of a ratio that took into account the number of unvested Class B Units held, the applicable distribution threshold applicable to such Class B Units and the value of distributions that the holder would have been entitled to receive had EQT liquidated on the date of such replacement in accordance with the terms of the distribution “waterfall” set forth in the Partnership Agreement. Vested Class B Units were exchanged into shares of our common stock held by EQT using the same formula. The
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unvested restricted shares of our common stock that the NEOs received in respect of their time-based vesting Class B Units were subject to the same time-vesting schedule that applied to such time-vesting Class B Units, provided that, with the exception of Dr. Feehery’s shares, such restricted shares will not vest upon a change of control unless such NEO's employment is terminated without cause following such change of control. For Dr. Feehery, his restricted shares will vest upon a change of control regardless of whether his employment is terminated. For Mr. Pedersen and Mr. Schemick, the unvested restricted shares of our common stock that they received in respect of their performance-based vesting Class B Units are no longer subject to any performance-based vesting conditions and such restricted shares vest as to 20% of such restricted shares on each anniversary of the grant date of such performance-based vesting Class B Units, subject to such NEO’s continued employment through each applicable vesting date, provided, that such restricted shares will vest upon the termination of such NEO's employment without cause following a change of control. For Dr. Feehery, his performance-based Class B Units fully vested upon the IPO and were replaced with shares of common stock.
As of December 31, 2020, following the completion of the exchanges of Class B Units described above, except for the restricted stock granted to Dr. Feehery, the unvested restricted shares granted to our NEOs vest as to 20% of the recipient’s time-based vesting Class B Unit award on each anniversary of the grant date of such Class B Unit award, subject to the NEO’s continued employment through each applicable vesting date. The unvested restricted shares granted to Dr. Feehery outstanding as of December 31, 2020 vest as to 25% of Dr. Feehery’s time-based vesting Class B Unit award on the first anniversary of the grant date of such Class B Unit award, and as to 2.0833% monthly thereafter, subject to his continued employment.
As a condition to receiving the grant (which was subsequently exchanged for shares of our common stock as noted above), each employee, including each NEO, entered into the Company’s standard form of restrictive covenants agreement that contains an indefinite covenant of confidentiality of information and covenants of non-competition and non-solicitation of our employees and customers during employment and for the one-year period thereafter.
Except as provided above, all vesting of shares of restricted stock will cease immediately upon an NEO’s termination of employment for any reason and all unvested shares of restricted stock will be immediately cancelled and forfeited without consideration upon such termination. With respect to the unvested shares of restricted stock granted to Dr. Feehery, upon his termination of employment without cause, for good reason or due to death or disability, such unvested shares of restricted stock that are scheduled to vest during the 12-month period following such termination will immediately vest on termination.
Retirement Benefits
U.S. 401(k) Plan
We maintain a tax-qualified defined contribution 401(k) savings plan (the “401(k) Plan”), in which all our U.S.-based employees, including our U.S.-based NEOs, are eligible to participate. The 401(k) Plan allows participants to contribute up to 100% of their compensation on a pre-tax basis (or on a post-tax basis, with respect to elective Roth deferrals) into individual retirement accounts, subject to the maximum annual limits set by the Internal Revenue Service. The 401(k) Plan also allows us to make employer matching contributions. We have historically made employer matching contributions of up to 50% of our employees’ deferral, limited to the first 6% of each employee’s compensation, except for one division for which we matched 100% of our employees’ deferral up to 6% of compensation. In 2020, we contributed $1,685,061 in total employer contributions on behalf of our U.S.-based employees. Participants are immediately fully vested in their own contributions to the 401(k) Plan. Participants vest in the matching contributions we make to their accounts after four years of service, at the rate of 25% per year, except for one division in which they fully vest after three years.
Director Compensation
In connection with our IPO and effective as of December 11, 2020, our board of directors adopted a new non-employee director compensation plan (the “new director compensation plan”). Prior to the adoption of the new director compensation plan, our previous director compensation plan for 2020 (the “prior director compensation plan”) provided
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an annual cash retainer of $40,000 for each member of our board who was not employed by us or by Arsenal or EQT, except that effective August 26, 2020, the annual cash retainers for each of Messrs. Slaine and Cashman were increased to $50,000. Mr Walsh also was granted an annual cash retainer of $50,000 and 113,695 Class B Units of EQT, pursuant to the EQT 2017 Incentive Plan, when he joined the Board on August 26, 2020. The prior director compensation plan also provided Ms. McCoy with an additional annual cash retainer of $125,000 as Chairperson of our board.
Our new director compensation plan applies to each member of the board of directors who is not an employee of us or any of our parents or subsidiaries and provides:
● an annual cash retainer of $50,000;
● an annual restricted stock unit award with respect to a number of shares of our common stock having a grant date fair market value of $175,000;
● an additional annual cash retainer of $75,000 for the chairman of the board;
● an additional annual cash retainer of $20,000 for the chairman of the Audit Committee and additional annual cash retainers of $10,000 for each other member of the Audit Committee;
● an additional annual cash retainer of $15,000 for the chairman of the Compensation Committee and additional annual cash retainers of $7,500 for each other member of the Compensation Committee; and
● an additional annual cash retainer of $10,000 for the chairman of the Nominating and Corporate Governance Committee and additional annual cash retainers of $5,000 for each other member of the Nominating and Corporate Governance Committee.
All annual cash retainers are payable on a quarterly basis and pro-rated for any partial year of service.
The new director compensation plan permits any non-employee director to waive all or a portion of their compensation under such plan from time to time upon notice to the board. In 2020, Messrs. Liu and Waxman elected to waive their compensation under such plan. The initial equity grants under the new director compensation plan are expected to be awarded in 2021.
The following table summarizes the compensation paid to or earned by our non-employee directors in 2020:
2020 DIRECTOR COMPENSATION
FEES
EARNED
OR PAID
ALL OTHER
IN CASH
Stock Awards
COMPENSATION
TOTAL
NAME
($)
($)
($)
($)
Sherilyn S. McCoy
125,000
—
—
125,000
James E. Cashman III
42,500
—
—
42,500
William F. Feehery
—
—
—
—
William E. Klitgaard (1)
30,000
—
—
30,000
Eric C. Liu
—
—
—
—
Stephen M. McLean
—
—
—
—
Edmundo Muniz (1) (2)
175,000
—
130,552
305,552
Mason P. Slaine
42,500
—
—
42,500
Matthew Walsh (1)(3)
17,021
893,643
—
910,664
Ethan Waxman (1)
—
—
—
—
(1) Mr. Klitgaard and Dr. Muniz resigned from the board of directors effective August 26, 2020. Messrs. Walsh and Waxman joined the board of directors on that date.
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(2) Dr. Muniz served as our Chief Executive Officer until his employment was terminated effective March 31, 2019. Under the terms of Dr. Muniz’s separation, we agreed to pay Dr. Muniz the severance owed to him pursuant to his employment agreement, consisting of (i) the continuation of his base salary for 12 months following his termination, (ii) payment of 100% of the health insurance premiums for Dr. Muniz and his eligible dependents under COBRA until the earlier of (A) the date that is 18 months following his termination or (B) the date he is eligible for equal or better coverage under another group health plan, and (iii) all of his accrued but unpaid obligations. Amounts in the All Other Compensation column with respect to Dr. Muniz reflect $118,750 in severance payments and $11,802 in Company payments for COBRA premiums.
(3) The value in the second column represents the grant date fair value of Class B Units granted to Mr. Walsh upon his appointment to the Board. See Note 2(r) (“Summary of Significant Accounting Policies — Equity-based compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements included elsewhere in this report for a discussion of the valuation of our equity-based awards. In connection with the IPO, these Class B Units were exchanged for newly issued shares of our restricted common stock on the same basis as for our NEOs (see “—Equity Awards’’ above, for a description of the exchange). As of December 31, 2020, Mr. Walsh held 145,597 shares of time-based vesting restricted stock received in exchange for his Class B Units.
Directors Deferral Plan
Our Board of Directors has adopted the Directors Deferral Plan. All directors who are not employees of the Company are eligible to participate in the Directors Deferral Plan.
Deferral Elections. Under the terms of the Directors Deferral Plan, our non-employee directors may elect to defer all or a portion of their annual cash compensation and/or all of the Company shares issued upon settlement of their annual restricted stock unit award, in each case in 25% increments, in the form of deferred stock units credited to an account maintained by the Company. The number of deferred stock units credited in respect of annual cash compensation is determined by dividing the dollar amount of the deferred cash compensation by the fair market value of a share of the Company’s common stock on the date the cash compensation would otherwise have been paid to the director. Deferred stock units will be awarded from, and subject to the terms of, the 2020 Incentive Plan.
Each deferred stock unit represents the right to receive a number of shares of our common stock equal to the number of deferred stock units initially credited to the director’s account plus the number of deferred stock units credited as a result of any dividend equivalent rights (to which deferred stock units initially credited to a director’s account are entitled).
Settlement of Deferred Stock Units. Directors may elect that settlement of deferred stock units be made or commence on (i) the first business day in a year following the year for which the deferral is made, (ii) following termination of service on our board of directors or (iii) the earlier of (i) or (ii). Directors may elect that deferred stock units be settled in a single one-time distribution or in a series of up to 15 annual installments. In addition, deferred stock unit accounts will be settled upon a Change in Control (as defined in the 2020 Incentive Plan) or upon a director’s death.
Administration; Amendment and Termination. Our Compensation Committee administers the Directors Deferral Plan. The Directors Deferral Plan or any deferral may be amended, suspended, discontinued by our Compensation Committee at any time in the Compensation Committee’s discretion; provided that no amendment, suspension or discontinuance will reduce any director’s accrued benefit, except as required to comply with applicable law. Our Compensation Committee may terminate the Plan at any time, as long as the termination complies with applicable tax and other requirements.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements
The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.
(3) List of Exhibits required by Item 601 of Regulation S-K
Incorporated by Reference
Exhibit
Number
Exhibit Title
Form
File No.
Exhibit
Filing Date
3.1
Amended and Restated Certificate of Incorporation of Certara, Inc.
S-8
333-251368
4.1
12/15/2020
3.2
Amended and Restated Bylaws of Certara, Inc.
S-8
333-251368
4.2
12/15/2020
4.1
Form of Stock Certificate for Common Stock
S-1/A
333-250182
4.1
12/03/2020
4.2
Description of Certara, Inc.’s Securities
10.1
Stockholders Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein
S-8
333-251368
4.5
12/15/2020
10.2
Amended and Restated Registration Rights Agreement, dated as of December 10, 2020 by and among Certara, Inc. and the other parties named therein
10.3
Credit Agreement, dated as of August 15, 2017, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
S-1/A
333-250182
10.3
11/18/2020
10.4
First Amendment, dated as of January 24, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., EQT Avatar Intermediate, Inc., Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
S-1/A
333-250182
10.4
11/18/2020
10.5
Second Amendment, dated as of April 3, 2018, to the Credit Agreement, among Certara Holdings, Inc. (f/k/a EQT Avatar Holdings, Inc.), Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc. (f/k/a EQT Avatar Intermediate, Inc.), Jefferies Finance LLC, as Administrative Agent and Issuing Bank, Golub Capital LLC as Issuing Bank and each lender from time to time party thereto
S-1/A
333-250182
10.5
11/18/2020
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10.6
Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent
S-1/A
333-250182
10.6
11/18/2020
10.7
Pledge and Security Agreement, dated as of August 15, 2017, by and among the Grantors, as defined therein, and Jefferies Finance LLC, as Agent
S-1/A
333-250182
10.7
11/18/2020
10.8
Loan Agreement, dated as of July 6, 2017, between Santo Holding (Deutschland) GmbH and Certara, Inc. (f/k/a EQT Avatar Topco, Inc.)
S-1/A
333-250182
10.8
11/18/2020
10.9
Form of Indemnification Agreement between Certara, Inc. and directors and executive officers of Certara, Inc.
S-1/A
333-250182
10.9
11/25/2020
10.10
Employment Agreement, dated as of May 14, 2019, by and among EQT Avatar Parent L.P., Certara USA, Inc. and William Feehery
S-1/A
333-250182
10.10
11/18/2020
10.11
Employment Agreement, dated as of July 11, 2014, between Certara USA, Inc. and M. Andrew Schmick
10.12
Employment Agreement, dated as of July 20, 2020, between Certara USA, Inc. and Leif E. Pedersen
10.13
Certara, Inc. 2020 Incentive Plan
S-1/A
333-250182
10.18
11/25/2020
10.14
Form of Restricted Stock Unit Grant and Award Agreement (Certara, Inc. 2020 Incentive Plan)
10.15
Form of Exchange Acknowledgement and Agreement
S-1/A
333-250182
10.19
12/03/2020
10.16
Form of Stock Restriction Agreement
S-1/A
333-250182
10.20
12/03/2020
10.17
Certara, Inc. 2020 Employee Stock Purchase Plan
S-1/A
333-250182
10.21
11/25/2020
10.18
Certara, Inc. Directors Deferral Plan
21.1
Subsidiaries of the Registrant
24.1
Power of Attorney (included in the signature page to this Annual Report)
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
* Management contract or compensatory plan or arrangement.
+ This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 16. Form 10- K Summary.
None.
122
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CERTARA, INC.
Date: March 15, 2021
By:
/s/ William F. Feehery
Name:
William F. Feehery
Title:
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F. Feehery, M. Andrew Schemick and Richard M. Traynor and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ William F. Feehery
William F. Feehery
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ M. Andrew Schemick
M. Andrew Schemick
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Sherilyn S. McCoy
Sherilyn S. McCoy
Chairman
/s/ James E. Cashman III
James E. Cashman III
Director
/s/ Eric C. Liu
Eric C. Liu
Director
/s/ Stephen M. McLean
Stephen M. McLean
Director
/s/ Mason P. Slaine
Mason P. Slaine
Director
/s/ Matthew Walsh
Matthew Walsh
Director
/s/ Ethan Waxman
Ethan Waxman
Director
123