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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-15 · 37 added, 212 removed, 90 unchanged (73% of the section changed)

1 unchanged sentence

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.

As of the end of the period covered by this Annual Report on Form 10-K, we performed an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the design and effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report that our disclosure controls and procedures were not effective due to a material weakness related to information technology general controls, as discussed in Management's Annual Report on Internal Control over Financial Reporting.

Notwithstanding the material weakness described in Management's Annual Report on Internal Control Over Financial Reporting, our management has concluded that our consolidated financial statements for the periods covered by and included in this Annual Report are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

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.

See Management's Report of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.

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.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not Applicable

Directors, Executive Officers and Corporate Governance.

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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

INCENTIVE PLAN

NAME AND PRINCIPAL POSITION

Chief Executive Officer

President, Software

Andrew Schemick

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.

(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.

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”).

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.

Feehery and Mr.

Schemick, that factor was 130%.

Pedersen, that factor was 106%.

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.

BONUS PAYOUT AT

(% OF SALARY)

PAYOUT FOR 2020 ($)

Employment Arrangements

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.

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

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 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.

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.

Pedersen’s base salary is subject to annual review and possible increases, as we may determine from time to time.

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.

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

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

GRANT DATE (1)

Restricted Stock Award

Andrew Schemick

Restricted Stock Award

(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;

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.

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.

Feehery, his restricted shares will vest upon a change of control regardless of whether his employment is terminated.

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.

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

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

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;

● 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

Klitgaard (1)

Edmundo Muniz (1) (2)

Matthew Walsh (1)(3)

Ethan Waxman (1)

Klitgaard and Dr.

Muniz resigned from the board of directors effective August 26, 2020.

Walsh and Waxman joined the board of directors on that date.

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.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Exhibit Title

Agreement and Plan of Merger dated as of August 2, 2021, by and among Certara, Inc., Puma Merger Sub, LLC and Shareholder Representative Services LLC, as the Equityholder Representative thereunder

Amended and Restated Certificate of Incorporation of Certara, Inc.

12 unchanged sentences

(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

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

Third Amendment, dated as of June 17, 2021, to the Credit Agreement, among Certara Holdings, Inc., Certara Holdco, Inc., Certara USA, Inc., Certara Intermediate, Inc., Bank of America, N.A., as Administrative Agent for the lenders from time to time party thereto and collateral agent for the secured parties thereunder

Loan Guaranty, dated as of August 15, 2017, by and among the Loan Guarantors, as defined therein, and Jefferies Finance LLC, as Administrative Agent

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Form of Stock Restriction Agreement

Form of Performance Stock Unit Grant Notice and Agreement for Certara, Inc.

2020 Incentive Plan*

Certara, Inc.

2 unchanged sentences

Directors Deferral Plan

Employment Agreement, dated September 26, 2018 between Certara UK Limited and Robert Aspbury

Employment Agreement, dated January 23, 2019, by and between EQT Certara USA, Inc.

and Justin Edge

Subsidiaries of the Registrant

Consent of CohnReznick LLP

Power of Attorney (included in the signature page to this Annual Report)

3 unchanged sentences

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

6 unchanged sentences

Chief Executive Officer

(Principal Executive Officer)

March 1, 2022

Andrew Schemick

Chief Financial Officer

(Principal Financial Officer)

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William F.

6 unchanged sentences

Andrew Schemick

Chief Financial Officer

Andrew Schemick

(Principal Financial Officer and Principal Accounting Officer)

/s/ Sherilyn S.

/s/ Stephen M.

2 unchanged sentences

/s/ Ethan Waxman

/s/ Cynthia Collins

Cynthia Collins

/s/ Nancy Killefer

Nancy Killefer

/s/ Carol Gallagher

Carol Gallagher

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures