| On behalf of the Board of Directors and management of Certara, Inc., I cordially invite you to attend our annual meeting of stockholders on Tuesday, May To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting. We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to again offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the annual meeting, as described in this | | | WILLIAM F. FEEHERY | |
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| MEETING DATE May | | | TIME 9:00 a.m. Eastern Time | | | WEBCAST www.virtualshareholdermeeting.com/ | |
| PROPOSALS | | |||
| 1 | | | Election of Class | |
| 2 | | | | |
| | | | a Amend our Certificate of Incorporation to limit the | |
| | | | b. Amend our | |
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| Voting Matters — 2024 Proposals | | | Board Recommendation | | ||||||
| Proposal 1: Election of Class | | | | | | |||||
| Proposals 2a and 2b: To approve two separate proposals to amend our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) : a. Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and b. Amend our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes; | | | | | | |||||
| FOR | | | | |||||||
| Proposal 3: Ratification of the | | | FOR | | | | ||||
| Proposal 4: To conduct a non-binding advisory vote to approve the compensation of our named executive officers. | | | FOR | | |
| | | INTERNET Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voting instruction form or notice. | | |
| | | TELEPHONE Call 1-800-690-6903 or the number on your voting instruction form. You will need the 16-digit number included in your proxy card, voting instruction form or notice. | | |
| | | MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope. | | |
| | | |
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2023 |
| | | | | | ||||||
| 1 | | | Election of Class | | | Plurality of votes cast for each director nominee (the nominees receiving the most “FOR” votes) | | | No | |
| | | To approve two separate proposals to amend our Certificate of Incorporation: a. Amend our Certificate of Incorporation to limit the b. Amend our | | | The affirmative vote of the holders of at least 662∕3% in voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class | | | No | | |
| 3 | | | Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024. | | | Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the | | | Yes | |
| | | | | Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the | | | No | |
| Regular, Registered or Overnight Mail | ||||
Broadridge Corporate Issuer Solutions, Inc. | |||||
Attention: Interactive Workflow System | |||||
1155 Long Island Avenue | |||||
Edgewood, NY 11717 | | | Telephone Inquiries: Domestic Shareowners: (844) 998-0339 or TTY for hearing impaired: (855) 627-5080 International Shareowners: (303) 562-9304 or TTY for hearing impaired: (720) 399-2074 | | |
| Website: www.shareholder.broadridge.com | |
| | | | | ||||
| ||||||||
| I | | | J. Cashman | | | 2024 | |
| N. Killefer | | | 2024 | | |||
| D. Spaight | | | 2024 | | |||
| II | | | E. Broshy | | | 2025 | |
| C. Collins | | | 2025 | | |||
| M. Walsh | | | 2025 | | |||
| III | | | R. Crane | | | 2026 | |
| W. Feehery | | | 2026 | | |||
| S. McLean | | | 2026 | |
| | | | | |||||
| | ||||||||
| CEO Experience | | | | 6 | | |||
| CFO Experience | | | | 2 | | |||
| CTO/R&D Experience | | | | 2 | | |||
| COO Experience | | | | 1 | | |||
| | ||||||||
| Pharmaceutical/Biotech | | | | 6 | | |||
| Pharma Services/Tech | | | | 4 | | |||
| Technology (IT/Software/Cybersecurity) | | | | 4 | | |||
| | ||||||||
| Mergers and Acquisitions | | | | 8 | | |||
| Investor Relations | | | | 8 | | |||
| Sales & Marketing | | | | 7 | | |||
| Operations | | | | 7 | | |||
| Corporate Governance/Ethics | | | | 7 | | |||
| Financial/Audit & Risk | | | | 6 | | |||
| Human Capital Management/Compensation | | | | 6 | | |||
| Global/International Business | | | | 4 | | |||
| Technology (IT/Software/Cybersecurity) | | | | 3 | | |||
| Science/R&D | | | | 2 | |
| FIDUCIARY OVERSIGHT RESPONSIBILITIES RELATING TO: | | ||||||||
| | | | | | | | |||
| The quality and integrity of our financial statements, including oversight of our accounting and financial reporting processes, internal controls and financial statement audits. | | | | Our compliance with legal and regulatory requirements. | | | | Our independent registered public accounting firm’s qualifications, performance and independence. | |
| | | | | | | | |||
| Our corporate compliance program, including our Code of Conduct | | | | Our risk management policies and procedures, including those related to data privacy and cybersecurity. | | | | The performance of our internal audit function. | |
| Board Diversity Matrix (as of March 15, 2023) | | ||||||||||||||||
| Board Size: | | ||||||||||||||||
| Total Number of Directors | | | | 9 | | ||||||||||||
| Gender: | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | |
| Directors | | | | 3 | | | | 4 | | | | — | | | | 2 | |
| Demographic Information: | | ||||||||||||||||
| White | | | | 3 | | | | 4 | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | 2 | |
| Board Diversity Matrix (as of March 15, 2022) | | ||||||||||||||||
| Board Size: | | ||||||||||||||||
| Total Number of Directors | | | | 10 | | ||||||||||||
| Gender: | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | |
| Directors | | | | 3 | | | | 4 | | | | — | | | | 3 | |
| Demographic Information: | | ||||||||||||||||
| Asian | | | | | | | | 1 | | | | | | | | | |
| White | | | | 3 | | | | 3 | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | 3 | |
| BOARD DIVERSITY MATRIX (AS OF MARCH 15, 2024) | | ||||||||||||||||
| Board Size: | | ||||||||||||||||
| Total Number of Directors | | | | 9 | | ||||||||||||
| Gender: | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | |
| Directors | | | | 3 | | | | 4 | | | | — | | | | 2 | |
| Demographic Information: | | ||||||||||||||||
| White | | | | 3 | | | | 4 | | | | — | | | | | |
| Did Not Disclose Demographic Background | | | | 2 | |
| BOARD DIVERSITY MATRIX (AS OF MARCH 15, 2023) | | ||||||||||||||||
| Board Size: | | ||||||||||||||||
| Total Number of Directors | | | | 9 | | ||||||||||||
| Gender: | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | |
| Directors | | | | 3 | | | | 4 | | | | — | | | | 2 | |
| Demographic Information: | | ||||||||||||||||
| White | | | | 3 | | | | 4 | | | | — | | | | | |
| Did Not Disclose Demographic Background | | | | 2 | |
AUDIT COMMITTEE Members: Cynthia Collins Eran Broshy | |||||||||||
Matthew Walsh (Chair), Cynthia Collins, Nancy Killefer, and Stephen McLean | Matthew Walsh (Chair), Cynthia Collins, and Stephen McLean | Matthew Walsh (Chair), Eran Broshy, Cynthia Collins, and Stephen McLean | Matthew Walsh (Chair), Eran Broshy and Cynthia Collins |
COMPENSATION COMMITTEE Members: James Cashman III Rosemary Crane David Spaight | ||||||||||||||
Carol Gallagher (Chair), James Cashman III, Eric Liu, and Mason Slaine | Carol Gallagher (Chair), James Cashman III, Nancy Killefer and Eric Liu | Nancy Killefer (Chair), James Cashman III, and Eric Liu | Nancy Killefer (Chair), James Cashman III, Rosemary Crane, and Eric Liu | Nancy Killefer (Chair), James Cashman III, Rosemary Crane, and David Spaight |
James Cashman III Nancy Killefer Stephen McLean | ||||||||||||||
Eric Liu (Chair), James Cashman III, Carol Gallagher, Nancy Killefer, and Mason Slaine | Eric Liu (Chair), James Cashman III, Nancy Killefer, and Mason Slaine | Eric Liu (Chair), Eran Broshy, James Cashman III, Nancy Killefer, and Mason Slaine | Eran Broshy (Chair), James Cashman III, Nancy Killefer, Stephen McLean, and Mason Slaine | Eran Broshy (Chair), James Cashman III, Nancy Killefer, and Stephen McLean |
| Compensation Element(1) | | | | Compensation(3) | | |||
| Annual Cash Retainer Fee for the Chairman | | | | | $ | 75,000 | | |
| Annual Cash Retainer for Each Other Non-Employee Director (pro-rated for any partial year of services) | | | | | $ | 50,000 | | |
| Annual Equity Retainer(2) | | | | | $ | 185,000 | | |
| Annual Cash Retainer Fees: | | |||||||
| Audit Committee (Chair) | | | | | $ | 20,000 | | |
| Audit Committee (Member) | | | | | $ | 10,000 | | |
| Compensation Committee (Chair) | | | | | $ | 15,000 | | |
| Compensation Committee (Member) | | | | | $ | 7,500 | | |
| Nominating and Corporate Governance Committee (Chair) | | | | | $ | 10,000 | | |
| Nominating and Corporate Governance Committee (Member) | | | | | $ | 5,000 | | |
| COMPENSATION ELEMENT(1) | | | COMPENSATION(3) | |
| Annual Cash Retainer Fee for the Chairman | | | $125,000 | |
| Annual Cash Retainer for Each Other Non-Employee Director (pro-rated for any partial year of services) | | | $50,000 | |
| Annual Equity Retainer(2) | | | $200,000 | |
| ANNUAL CASH RETAINER FEES: | | |||
| Audit Committee (Chair) | | | $20,000 | |
| Audit Committee (Member) | | | $10,000 | |
| Compensation Committee (Chair) | | | $15,000 | |
| Compensation Committee (Member) | | | $7,500 | |
| Nominating and Corporate Governance Committee (Chair) | | | $10,000 | |
| Nominating and Corporate Governance Committee (Member) | | | $5,000 | |
| Name | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2)(3) | | Total ($) | | Name | | Fees Earned or Paid In Cash ($)(1) | | Stock Awards ($)(2)(3) | | Total ($) | | |||||||||||||||
| James Cashman III | | | | 137,500 | | | | | 174,902 | | | | | 312,402 | | | James Cashman III | | 137,500 | | 182,010 | | 319,510 | | ||||||
| Eran Broshy(4) | | | | 29,497 | | | | | 208,447 | | | | | 237,944 | | | Eran Broshy | | 70,000 | | 182,010 | | 252,010 | | ||||||
| Cynthia Collins | | | | 60,000 | | | | | 174,902 | | | | | 234,902 | | | Cynthia Collins | | 60,000 | | 182,010 | | 242.010 | | ||||||
| Rosemary Crane(5) | | | | 25,625 | | | | | 210,816 | | | | | 236,441 | | | Rosemary Crane | | 57,500 | | 182,010 | | 239,510 | | ||||||
| Carol Gallagher(6) | | | | 18,269 | | | | | — | | | | | 18,269 | | | Nancy Killefer | | 70,000 | | 182,010 | | 252,010 | | ||||||
| Nancy Killefer | | | | 69,264 | | | | | 174,902 | | | | | 244,166 | | | Stephen McLean(4) | | — | | — | | — | | ||||||
| Eric Liu(7)(8) | | | | — | | | | | — | | | | | — | | | David Spaight(4) | | — | | — | | — | | ||||||
| Stephen McLean(7) | | | | — | | | | | — | | | | | — | | | Matthew Walsh | | 70,000 | | 182,010 | | 252,010 | | ||||||
| Mason Slaine(9) | | | | 55,833 | | | | | 174,902 | | | | | 230,735 | | | ||||||||||||||
| David Spaight(7)(10) | | | | — | | | | | — | | | | | — | | | ||||||||||||||
| Matthew Walsh | | | | 70,000 | | | | | 174,902 | | | | | 244,902 | | | ||||||||||||||
| Ethan Waxman(7)(8) | | | | — | | | | | — | | | | | — | | |
| The Board unanimously recommends that you vote FOR each of the following Class | |
| | |||||
|
Director Since: Chairman of the Board since December 1, 2021 and a director since May Board Committees: ▪ Compensation Committee ▪ Nominating and Corporate Governance Committee | | | | Current Public Company Directorships: None Experience and Career Highlights: Mr. Cashman served as Chairman of the board of directors of ANSYS Inc., an engineering simulation software company, from January 2017 until his retirement in April 2019. Prior to becoming Chairman of ANSYS, he was the Chief Executive Officer and a director of ANSYS from February 2000 to December 2016. Mr. Cashman also previously served on the board of directors of National Instruments Corp., a producer of automated test equipment and virtual instrumentation software. Qualifications: We believe Mr. Cashman contributes to our Board of Directors his expertise in the areas of technical, financial, operations and sales management. | |
| NANCY KILLEFER Age | | ||||
| Director Since: August 2021 Board Committees: ▪ Compensation Committee (Chair) ▪ Nominating | | | | Current Public Company Directorships: ▪ Cardinal Health, Inc., a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. ▪ Meta Platforms, Inc. (f/k/a Facebook, Inc.), builds technologies that help people connect, find communities and grow businesses. Experience and Career Highlights: Ms. Killefer spent more than 15 years as a Senior Partner at McKinsey & Company. During that time, she was Director of the Washington, DC office and Managing Partner of the Public Sector Practice. Ms. Killefer left McKinsey & Company for three years in 1997 to serve as Assistant Secretary for Management, Chief Financial Officer, and Chief Operating Officer of the United States Department of the Treasury. Qualifications: | |
| DAVID SPAIGHT Age | | ||||
| Director Since: December 2022 Board Committees: ▪ Compensation Committee | | | | Current Public Company Directorships: Experience and Career Highlights: Experience and Career Highlights: Mr. Spaight has served as an Operating Partner at Arsenal Capital, a private equity firm, since 2016. He currently serves as Executive Chairman of the board of directors of two private companies, including CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs; and Qualifications: | |
| ERAN BROSHY Age | | ||||
| Director Since: July 2022 Board Committees: ▪ Audit Committee ▪ Nominating and Corporate Governance Committee (Chair) | | | | Current Public Company Directorships: ▪ Theravance Biopharma, Inc., a biopharmaceutical company primarily focused on the discovery, development and commercialization of respiratory medicines. Experience and Career Highlights: Over the past decade, Mr. Broshy has served as a board director on multiple healthcare boards, and additionally has partnered with select private equity firms (including Providence Equity, Linden, Court Square, Tailwind, and Nordic Capital) to support their healthcare investment efforts. Mr. Broshy previously served for over a decade as the chief executive officer (until 2008) and chairman of the board of directors (until 2010) of inVentiv Health, Inc., a privately held company (and until August 2010, a Nasdaq listed company) that delivers a broad range of clinical and commercialization services to pharmaceutical and life sciences companies globally. Prior to joining inVentiv, Mr. Broshy was a management consultant with The Boston Consulting Group (BCG) for 15 years, including as the partner responsible for BCG’s healthcare practice across the Americas. He also served as president and chief executive officer of Coelacanth Corporation, a privately held biotechnology company. Mr. Broshy currently serves on the board of Qualifications: | |
| CYNTHIA COLLINS Age | | ||||
| Director Since: August 2021 Board Committees: ▪ Audit Committee | | | | Current Public Company Directorships: ▪ DermTech, Inc., a molecular diagnostic company. ▪ Poseida Therapeutics, Inc., a cell and gene therapy company. Experience and Career Highlights: Ms. Collins has been Chief Executive Officer for a number of companies in the pharmaceutical and biotechnology industry. Most recently, she was the Chief Executive Officer and a member of the board of directors of Editas Medicine, Inc., a gene-editing biotechnology company. Prior to that, she was the Chief Executive Officer of Human Longevity, Inc., Gen Vee and Sequoia Pharmaceuticals. Ms. Collins has also held senior management positions at GE Healthcare, Beckman Coulter, and Baxter Healthcare. Ms. Collins also serves on the board of Nutcracker Therapeutics, Inc., a privately held company. Qualifications: | |
| MATTHEW WALSH Age | | ||||
| Director Since: August Board Committees: ▪ Audit Committee (Chair) | | | | Current Public Company Directorships: Experience and Career Highlights: Mr. Walsh has served as Executive Vice President and Chief Financial Officer of Organon & Co., a global pharmaceutical business since June 2020. Prior to Organon, he served as Executive Vice President and Chief Financial Officer of Allergan, a publicly traded, global biopharmaceutical company, from 2018 until the sale of the company to Abbvie in 2020. From 2008 to 2018, Mr. Walsh served as Chief Financial Officer of Catalent, a global provider of delivery technologies, development, and manufacturing solutions to the life sciences industry. Before Catalent, from 2006 to 2008, he was President, Chief Financial Officer and Acting Chief Executive Officer at Escala Group, Inc. Qualifications: | |
| ROSEMARY CRANE Age 64 | | ||||
| Director Since: 2022 Board Committees: ▪ Compensation Committee | | | | Current Public Company Directorships: ▪ Tarsus Pharmaceuticals, Inc., a biopharmaceuticals company. ▪ Teva Pharmaceutical Industries Limited, a provider of generics and biopharmaceuticals Experience and Career Highlights: Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. She was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb from 1982 to 2002, including as President of U.S. Primary Care and as President of Global Marketing and Consumer Products. Ms. Crane has served on the board of directors of Catalent Pharma Solutions, Inc. from 2018 to January 2024. From 2015 to 2019, she served as Vice Chairman of the Board of Zealand Pharma A/S and from 2017 to March 2019, she served on the board of directors of Edge Therapeutics. Ms. Crane received an M.B.A. from Kent State University and a B.A. in communications and English from the State University of New York. Qualifications: Ms. Crane is qualified to serve on our Board of Directors due to her extensive experience in the pharmaceutical industry and her public-company board experience. | |
| WILLIAM FEEHERY, PH.D. Age 54 | | ||||
| Director Since: 2019 Board Committees: None | | | | Current Public Company Directorships: ▪ West Pharmaceutical Services, Inc., a leading global manufacturer in the design and production of technologically advanced, high-quality, integrated containment and delivery systems for injectable drugs and healthcare products. Experience and Career Highlights: Dr. Feehery has served as Chief Executive Officer of Certara since June 2019. He joined Certara from DuPont, where he served since 2013 as President of Industrial Biosciences, a global biotechnology business that experienced significant growth and profitability under his leadership. He started at DuPont in 2002 and served in a number of operating roles in high-growth businesses, and he also has previous experience in venture capital and as a consultant for the Boston Consulting Group. He holds both a Ph.D. in chemical engineering and an MBA from MIT, was a Churchill Scholar at Cambridge University and received his BSE in chemical engineering from the University of Pennsylvania. His doctorate, awarded while he was the recipient of a National Science Foundation Fellowship, involved developing software and mathematical methods for modeling dynamic systems. Dr. Feehery also serves as a trustee of the Winston Churchill Foundation of the United States. Qualifications: Dr. Feehery brings to our Board of Directors extensive experience managing global technology businesses, which together with his experience leading the Company as our Chief Executive Officer, makes him well qualified to serve as one of our Directors. | |
| STEPHEN MCLEAN Age 66 | | ||||
| Director Since: 2013 Board Committees: ▪ Nominating and Corporate Governance Committee | | | | Current Public Company Directorships: None Experience and Career Highlights: Mr. McLean has served as a Partner at Arsenal Capital Partners, a private equity firm, since 2010. He currently serves on the board of directors of a number of private companies, including WCG Clinical, a clinical services organization to the pharmaceutical industry; CellCarta, a provider of specialized research services in the development of immunology and oncology focused drugs; Accumen, Inc., a provider of technology-enabled solutions to optimize hospital clinical laboratories and imaging departments. Mr. McLean previously served as director of BioIVT, a provider of biospecimens for drug discovery; Lumanity, a provider of services to generate and communicate the value and effectiveness of drugs; TractManager Inc., a provider of contract and spend optimization solutions for hospitals and payers, and MaxHealth a value based provider of medical services in Florida. Prior to Arsenal, Mr. McLean was a co-founder of Merrill Lynch Capital Partners (and successor private equity funds) in 1984. He also has been a co-founder of several private life science and medical information technology companies. Mr. McLean is a co-founder and Chairman of the International Biomedical Research Alliance, a non-profit organization dedicated to training biomedical researchers in collaboration with the National Institutes of Health, Oxford and Cambridge Universities. Qualifications: Mr. McLean contributes to our Board of Directors his insight into the healthcare industry, gained from founding, investing in, and serving as a director of multiple healthcare companies as well as his knowledge of finance. | |
| | | Voting Recommendation: | | | What am I voting on? Stockholders are being asked to approve an amendment to our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law (the “DGCL”)(the “Exculpation Amendment”). | | |
| Your Board of Directors recommends a vote FOR approval of the Exculpation Amendment. | |
| | | Voting Recommendation: | | | What am I voting on? Stockholders are being asked to approve the amendment of our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes (collectively, the “Technical Amendments”). | | |
| Your Board of Directors recommends a vote FOR approval of the Technical Changes Amendment. | |
| | | 2022 | | 2021 | | | | | 2023 | | 2022 | | |||||||||||||||||||||||||||
| Fees | | RSM* | | CohnReznick** | | Total | | CohnReznick | | Fees | | RSM | | CohnReznick | | RSM* | | CohnReznick** | | ||||||||||||||||||||
| Audit Fees | | | $ | 1,096,425 | | | | $ | 183,750 | | | | $ | 1,280,175 | | | | $ | 1,885,347 | | | Audit Fees | | $1,465,450 | | $55,200 | | $1,096,425 | | $183,750 | | ||||||||
| Audit Related Fees | | | | — | | | | | — | | | | | — | | | | | — | | | Audit Related Fees | | — | | — | | — | | — | | ||||||||
| Tax Fees | | | | — | | | | | — | | | | | — | | | | | — | | | Tax Fees | | — | | — | | — | | — | | ||||||||
| All Other Fees | | | $ | 106,114 | | | | $ | 215,250 | | | | $ | 321.364 | | | | | — | | | All Other Fees | | $80,700 | | — | | $106,114 | | $215,250 | |
| William F. Feehery | | | Chief Executive Officer | |
| | | | ||
| Leif E. Pedersen | | | President, | |
| Patrick F. Smith | | | President, | |
| Robert P. Aspbury | | | President, | |
| Former Executive | | | | |
| M. Andrew Schemick | | | Former CFO | |
| | | Revenue was $354,3 million, compared to $335,6 million in 2022, representing growth of 6% over 2022 on a reported basis. | | |
| | | Grew the number of customers with annual customer value of $100,000 or more in revenue increased from 370 in 2022 to 389 in 2023. | | |
| | | Since 2014, Certara customers who use the Company’s biosimulation software and technology-drive services received 90% of the US FDA novel drug approvals (excluding diagnostic agents). | | |
| | | Introduced Simcyp™ Biopharmaceutics software to increase efficiency of novel and generic drug formation and development. | | |
| | | Completed the acquisition of three companies which resulted in $40.2 million of intangible assets and expanded both our biosimulation capabilities and our data standardization and submission platforms. | | |
| | | Software products are licensed by more than 57,000 users and are also used by 23 global, drug regulatory agencies, a including the FDA, Japan’s Pharmaceuticals and Medical Devices Agency (“PMDA”), and China Food and Drug Administration (“cFDA”), an increase in 6 regulatory agencies from 2022. | |
| At-Will Employment | | | We employ our named executive officers at will. | |
| Compensation Clawback Policy | | | Our compensation clawback policy allows us to recover annual cash incentives, equity awards, or other amounts that may be paid in respect of awards in the event of certain acts of misconduct by our named executive officers. | |
| Independent Compensation Consultant | | | The Compensation Committee has directly retained an independent compensation consultant that performs no services to Certara other than services for the Compensation Committee. | |
| No Significant Perquisites | | | We do not provide significant perquisites to our named executive officers. | |
| Prohibition on Hedging, Pledging and Short Sales | | | We prohibit short sales, transaction in derivatives, hedging and pledging of Certara securities by our named executive officers. | |
| Stock Ownership Guidelines | | | We have a robust stock ownership guideline for our named executive officers. | |
| COMPONENT | | | RATIONALE | | | ||
| | Base Salary | | | | Provides a fixed and predictable level of compensation to our NEOs. | | |
| | Annual Incentive Bonuses | | | | Provides a variable level of cash compensation, in addition to base salary, which is tied directly to annual financial goals, for both the overall business and specific business units, and individual performance. | | |
| | Long-term Equity Compensation | | | | Provides long-term stock unit awards that provide time-based and/or performance-based | | |
| | Benefits and Perquisites | | | | Ensures both broad-based employee benefits, intended to attract and retain employees, as well as provide retirement, health and welfare security, with limited perquisites. | | |
| | Severance and other benefits payable upon qualifying terminations of employment or a change of control | | | | Encourages the continued attention and dedication of our NEOs and provides reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives. | | |
| ▪ AbCellera Biologics Inc. ▪ Accolade, Inc. ▪ Alkermes plc ▪ Altair Engineering Inc. ▪ Computer Programs and Systems, Inc. ▪ Health Catalyst, Inc. ▪ HealthEquity, Inc. | ▪ Medpace Holdings, Inc. | | | ▪ Model N, Inc. ▪ NextGen Healthcare, Inc. ▪ Omnicell, Inc. ▪ Qualys, Inc. ▪ Repligen Corporation ▪ Schrödinger, Inc. ▪ SPS Commerce, Inc. | |
| Name | | Base Salary as of December 31, 2022 | | Base Salary as of December 31, 2021 | | Name | | Base Salary as of December 31, 2023 | | Base Salary as of December 31, 2022 | | ||||||||||
| William F. Feehery | | | $ | 795,675 | | | | $ | 772,500 | | | William F. Feehery | | $795,675 | | $795,675 | | ||||
| M. Andrew Schemick | | | $ | 418,000 | | | | $ | 400,000 | | | John E. Gallagher III(1) | | $575,000 | | — | | ||||
| Leif E. Pedersen | | | $ | 408,850 | | | | $ | 395,000 | | | Leif E. Pedersen | | $427,193 | | $406,850 | | ||||
| Patrick F. Smith | | | $ | 381,100 | | | | $ | 282,168 | | | Patrick F. Smith | | $400,155 | | $381,100 | | ||||
| Robert P. Aspbury(1) | | | $ | 334,022 | | | | $ | 312,622 | | | Robert P. Aspbury(2) | | $337,649 | | $334,022 | | ||||
| Former Executive | | | | | | ||||||||||||||||
| M. Andrew Schemick(3) | | — | | $418,000 | |
| Named Executive Officer | | 2022 Target Bonus (Expressed as a Percentage of Base Salary) | | 2021 Target Bonus (Expressed as a Percentage of Base Salary) | | Name | | 2023 Target Bonus (Expressed as a Percentage of Base Salary) | | 2022 Target Bonus (Expressed as a Percentage of Base Salary) | | ||||||||||
| William F. Feehery | | | | 75 | | | | | 75 | | | William F. Feehery | | 100 | | 75 | | ||||
| M. Andrew Schemick | | | | 50 | | | | | 50 | | | John E. Gallagher III(1) | | 50 | | — | | ||||
| Leif E. Pedersen | | | | 50 | | | | | 50 | | | Leif E. Pedersen | | 55 | | 50 | | ||||
| Patrick F. Smith | | | | 50 | | | | | N/A | | | Patrick F. Smith | | 55 | | 50 | | ||||
| Robert P. Aspbury | | | | 50 | | | | | 40 | | | Robert P. Aspbury | | 55 | | 50 | | ||||
| Former Executive | | | | | | ||||||||||||||||
| M. Andrew Schemick(2) | | — | | — | |
| Named Executive Officer | | | | ||||
| William F. Feehery | | | 64% | | |||
| John E. Gallagher III | | | | ||||
| | | 69% | | ||||
| Patrick F. Smith | | | 75% | | |||
| Robert P. Aspbury | | | 101% | | |||
| Former Executive | | | | | |||
| M. Andrew Schemick | | | |||||
|
| Name | | | 2023 Base Salary ($) | | | 2023 Target Bonus (%) | | | Target Bonus Amount ($) | | | Multiplying Factor (as Adjusted by Compensation Committee) | | | Total Bonus Paid ($) | |
| William F. Feehery | | | 795,675 | | | 100 | | | 795,675 | | | 64% | | | 509,232 | |
| John E. Gallagher III | | | 575,000 | | | 50 | | | 287,500 | | | 64% | | | 184,000 | |
| Leif E. Pedersen | | | 427,193 | | | 55 | | | 234,956 | | | 69% | | | 162,120 | |
| Patrick F. Smith | | | 400,155 | | | 55 | | | 220,085 | | | 75% | | | 165,064 | |
| Robert P. Aspbury | | | 337,649 | | | 55 | | | 185,707 | | | 101% | | | 187,564 | |
| Former Executive | | | | | | | | | | | | | | | | |
| M. Andrew Schemick(1) | | | — | | | — | | | — | | | — | | | — | |
| Named Executive Officer | | | 2022 Base Salary ($) | | | 2022 Target Bonus % | | | Target Bonus Amount ($) | | | Multiplying Factor (as Adjusted by Compensation Committee) | | | Total Bonus Paid ($) | | |||||||||||||||
| William F. Feehery | | | | | 795,675 | | | | | | 75 | | | | | | 596,756 | | | | | | 91% | | | | | | 543,048 | | |
| M. Andrew Schemick | | | | | 418,000 | | | | | | 50 | | | | | | 209,000 | | | | | | 91% | | | | | | 190,190 | | |
| Leif E. Pedersen | | | | | 406,850 | | | | | | 50 | | | | | | 203,425 | | | | | | 103% | | | | | | 209,528 | | |
| Patrick F. Smith | | | | | 381,100 | | | | | | 50 | | | | | | 190,550 | | | | | | 121% | | | | | | 231,328 | | |
| Robert P. Aspbury | | | | | 334,022 | | | | | | 50 | | | | | | 167,011 | | | | | | 111% | | | | | | 185,382 | | |
| Named Executive Officer | | 2022 Long-Term Incentive Value (1) | | Long-Term Incentive as a Percentage of Base Salary | | RSUs | | PSUs | | Name | | 2023 Long-Term Incentive Value(1) | | Long-Term Incentive as a Percentage of Base Salary | | RSUs | | PSUs | | ||||||||||||||||||||
| William F. Feehery | | | $ | 4,883,430 | | | | | 614% | | | | | 109,740 | | | | | 109,740 | | | William F. Feehery | | $6,485,296 | | 815% | | 99,659 | | 149,488 | | ||||||||
| M. Andrew Schemick | | | $ | 1,775,817 | | | | | 425% | | | | | 39,906 | | | | | 39,906 | | | John E. Gallagher III | | $3,173,290 | | 552% | | 67,224 | | 56,848 | | ||||||||
| Leif E. Pedersen | | | $ | 1,154,286 | | | | | 284% | | | | | 25,939 | | | | | 25,939 | | | Leif E. Pedersen | | $1,532,907 | | 359% | | 23,556 | | 35,334 | | ||||||||
| Patrick F. Smith | | | $ | 1,154,286 | | | | | 303% | | | | | 25,939 | | | | | 25,939 | | | Patrick F. Smith | | $1,840,557 | | 460% | | 40,010 | | 35,334 | | ||||||||
| Robert P. Aspbury | | | $ | 1,154,286 | | | | | 346% | | | | | 25,939 | | | | | 25,939 | | | Robert P. Aspbury | | $1,532,907 | | 454% | | 23,556 | | 35,334 | | ||||||||
| Former Executive | | | | | | | | | | ||||||||||||||||||||||||||||||
| M. Andrew Schemick(2) | | — | | — | | — | | — | |
| Position | | | Stock Ownership Multiple | | | Shares Included | |
| CEO | | | Five times base salary | | | ▪ Stock purchased on the open | |
| | | Two times base salary | | | ▪ Stock obtained through stock option | | |
| | | Five times annual cash retainer | | | ▪ Restricted stock and RSUs subject to time and service conditions only (i.e., excluding those still subject to performance conditions); | | |
| | | | | | | ▪ Deferred stock units; ▪ Stock held in a 401(k) or other similar vehicle (2) ▪ Stock beneficially owned in a trust, by a spouse and/or minor children. | |
| Name and Principal Position | | Year(1) | | Salary ($)(2) | | Bonus ($)(3) | | Equity Awards ($)(4)(5) | | Non-Equity Incentive Plan Compensation ($)(6) | | All Other Compensation ($)(7) | | | Total ($) | | Name and Principal Position | | Year(1) | | Salary ($)(2) | | Bonus ($)(3) | | Equity Awards ($)(4)(5) | | Non-Equity Incentive Plan Compensation ($)(6) | | All Other Compensation ($)(7) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| William F. Feehery Chief Executive Officer | | | | | 2022 | | | | | 795,675 | | | | | — | | | | | 4,883,430 | | | | | 543,048 | | | | | 12,172 | | | | | | 6,234,325 | | | William F. Feehery Chief Executive Officer | | | | | 2023 | | | | | 795,675 | | | | | — | | | | | 6,485,296 | | | | | 509,232 | | | | | 19,825 | | | | | 7,810,028 | | | |||||||||||
| | | 2021 | | | | | 772,500 | | | | | — | | | | | 4,999,995 | | | | | 463,500 | | | | | 8,700 | | | | | | 6,244,695 | | | | | | 2022 | | | | | 795,675 | | | | | — | | | | | 4,883,430 | | | | | 543,048 | | | | | 12,172 | | | | | 6,234,325 | | | ||||||||||||||||
| | | 2020 | | | | | 772,500 | | | | | — | | | | | 2,238,677 | | | | | 602,555 | | | | | 12,514 | | | | | | 3,626,241 | | | | | | 2021 | | | | | 772,500 | | | | | — | | | | | 4,999,995 | | | | | 463,500 | | | | | 8,700 | | | | | 6,244,695 | | | ||||||||||||||||
| M. Andrew Schemick Chief Financial Officer | | | | | 2022 | | | | | 418,000 | | | | | — | | | | | 1,775,817 | | | | | 190,190 | | | | | 9,150 | | | | | | 2,393,157 | | | John E. Gallagher III SVP and CFO | | | | 2023 | | | | | 431,250 | | | | | 435,750 | | | | | 3,173,290 | | | | | 184,000 | | | | | 17,854 | | | | | 4,242,144 | | | ||||||||||||
| | | 2021 | | | | | 400,000 | | | | | — | | | | | 1,900,025 | | | | | 160,000 | | | | | 8,700 | | | | | | 2,468,725 | | | Leif E. Pedersen President, Chief Commercial Officer | | | | | 2023 | | | | | 427,193 | | | | | — | | | | | 1,532,907 | | | | | 162,120 | | | | | 19,800 | | | | | 2,142,020 | | | ||||||||||||||
| | | 2020 | | | | | 362,602 | | | | | — | | | | | 1,199,515 | | | | | 235,691 | | | | | 9,132 | | | | | | 1,806,940 | | | | | | 2022 | | | | | 406,850 | | | | | — | | | | | 1,154,286 | | | | | 209,528 | | | | | 9,150 | | | | | 1,779,814 | | | ||||||||||||||||
| Leif Pedersen President, Software | | | | | 2022 | | | | | 406,850 | | | | | — | | | | | 1,154,286 | | | | | 209,528 | | | | | 9,150 | | | | | | 1,779,814 | | | | | | 2021 | | | | | 395,000 | | | | | — | | | | | 1,300,062 | | | | | 31,600 | | | | | 7,511 | | | | | 1,734,173 | | | |||||||||||||
| | | 2021 | | | | | 395,000 | | | | | — | | | | | 1,300,062 | | | | | 31,600 | | | | | 7,511 | | | | | | 1,734,173 | | | Patrick F. Smith President, Certara Drug Development Solutions | | | | | 2023 | | | | | 400,155 | | | | | — | | | | | 1,840,557 | | | | | 165,064 | | | | | 16,803 | | | | | 2,422,579 | | | ||||||||||||||
| | | 2020 | | | | | 119,471 | | | | | 116,500 | | | | | 1,572,000 | | | | | 52,254 | | | | | 1,172 | | | | | | 1,867,397 | | | | | | 2022 | | | | | 381,100 | | | | | — | | | | | 1,154,286 | | | | | 231,328 | | | | | 9,150 | | | | | 1,775,864 | | | ||||||||||||||||
| Patrick Smith President, IDD | | | | 2022 | | | | | 381,100 | | | | | — | | | | | 1,154,286 | | | | | 231,328 | | | | | 9,150 | | | | | | 1,775,864 | | | Robert P. Aspbury President, Certara Scientific Software | | | | | 2023 | | | | | 337,649 | | | | | — | | | | | 1,532,907 | | | | | 187,564 | | | | | 27,012 | | | | | 2,085,132 | | | ||||||||||||
| Robert Aspbury President, Simcyp | | | | | 2022 | | | | | 305,496 | | | | | — | | | | | 1,154,286 | | | | | 185,382 | | | | | 27,209 | | | | | | 1,672,373 | | | | | | 2022 | | | | | 305,496 | | | | | — | | | | | 1,154,286 | | | | | 185,382 | | | | | 27,209 | | | | | 1,672,373 | | | |||||||||||||
| | | 2021 | | | | | 314,925 | | | | | 32,865 | | | | | 1,312,005 | | | | | 70,066 | | | | | 25,194 | | | | | | 1,855,055 | | | | | | 2021 | | | | | 314,925 | | | | | 32,865 | | | | | 1,312,005 | | | | | 70,066 | | | | | 25,194 | | | | | 1,855,055 | | | ||||||||||||||||
| Former Executive | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| M. Andrew Schemick Former CFO | | | | | 2023 | | | | | 157,625 | | | | | — | | | | | — | | | | | — | | | | | 11,883 | | | | | 169,508 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | 418,000 | | | | | — | | | | | 1,775,817 | | | | | 190,190 | | | | | 9,150 | | | | | 2,393,157 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 400,000 | | | | | — | | | | | 1,900,025 | | | | | 160,000 | | | | | 8,700 | | | | | 2,468,725 | | |
| Name | | Life Insurance Premiums | | 401(k) Plan Match | | Other | | | Total | | Name | | Life Insurance Premiums | | 401(k) Plan Match | | Executive Disability Premiums | | Other | | Total | | ||||||||||||||||||||||||||
| Dr. Feehery (2022) | | | $ | 3,022 | | | | $ | 9,150 | | | | | — | | | | | $ | 12,172 | | | W. Feehery | | $3,022 | | $9,900 | | $6,903 | | | | — | | | | $ | 19,825 | | | ||||||||
| Dr. Feehery (2021) | | | | — | | | | $ | 8,700 | | | | | — | | | | | $ | 8,700 | | | J. Gallagher | | — | | $8,927 | | $3,832 | | | | — | | | | $ | 17,854 | | | ||||||||
| Dr. Feehery (2020) | | | $ | 4,264 | | | | $ | 8,250 | | | | | — | | | | | $ | 12,514 | | | L. Pedersen | | — | | $9,900 | | $5,251 | | | | — | | | | $ | 19,800 | | | ||||||||
| Mr. Schemick (2022) | | | | — | | | | $ | 9,150 | | | | | — | | | | | $ | 9,150 | | | P. Smith | | — | | $9,900 | | $6,903 | | | | — | | | | $ | 16,803 | | | ||||||||
| Mr. Schemick (2021) | | | | — | | | | $ | 8,700 | | | | | — | | | | | $ | 8,700 | | | R. Aspbury | | — | | — | | — | | | $ | 27,012(a) | | | | $ | 27,012 | | | ||||||||
| Mr. Schemick (2020) | | | $ | 810 | | | | $ | 8,109 | | | | $ | 213 | | | | | $ | 9,132 | | | Former Executive | | | | | | | | | | | | | | | | | | ||||||||
| Mr. Pederson (2022) | | | | — | | | | $ | 9,150 | | | | | — | | | | | $ | 9,150 | | | M. Schemick | | — | | $8,841 | | $3,042 | | | | — | | | | $ | 11,883 | | | ||||||||
| Mr. Pedersen (2021) | | | | — | | | | $ | 7,511 | | | | | — | | | | | $ | 7,511 | | | ||||||||||||||||||||||||||
| Mr. Pedersen (2020) | | | | — | | | | $ | 1,172 | | | | | — | | | | | $ | 1,172 | | | ||||||||||||||||||||||||||
| Dr. Smith (2022) | | | | — | | | | $ | 9,150 | | | | | — | | | | | $ | 9,150 | | | ||||||||||||||||||||||||||
| Dr. Smith (2021) | | | | — | | | | | 8,700 | | | | | — | | | | | $ | 8,700 | | | ||||||||||||||||||||||||||
| Dr. Aspbury (2022) | | | | — | | | | | — | | | | $ | 27,209(a) | | | | | $ | 27,209 | | | ||||||||||||||||||||||||||
| Dr. Aspbury (2021) | | | | — | | | | | — | | | | $ | 25,194(a) | | | | | $ | 25,194 | | |
| Name | | | | | | Approval Date | | Grant Date | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | Equity Incentive Plan Awards Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards(1) | | Name | | | | | | Approval Date | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Equity Incentive Plan Awards Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| W. Feehery | | | (2) | | | | | | | | | | | | | | 278,486 | | | | | 566,973 | | | | | 1,113,945 | | | | | | | | | | | | | | | | | | | | | | | | W. Feehery | | | (2) | | | | | | | | | | | | | | 397,838 | | | | | 795,675 | | | | | 1,591,350 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| (3) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | 54,870 | | | | | 109,740 | | | | | 219,480 | | | | | $ | 2,441,715 | | | | (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | 74,744 | | | | | 149,488 | | | | | 298,976 | | | | $ | 4,082,517 | | | ||||||||||||||||||||||
| (4) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 109,740 | | | | | | | | | | $ | 2,441,715 | | | | (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 99,659 | | | | | | | | | $ | 2,402,778 | | | ||||||||||||||||||||||
| M. Schemick | | | (2) | | | | | | | | | | | | | | 104,500 | | | | | 209,000 | | | | | 418,000 | | | | | | | | | | | | | | | | | | | | | | | | J. Gallagher III | | | (2) | | | | | | | | | | | | | | 143,750 | | | | | 287,500 | | | | | 575,000 | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| (3) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | 19,953 | | | | | 39,906 | | | | | 79,812 | | | | | $ | 887,909 | | | | (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | 28,424 | | | | | 56,848 | | | | | 113,696 | | | | $ | 1,552,519 | | | ||||||||||||||||||||||
| (4) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 39,906 | | | | | | | | | | $ | 887,909 | | | | (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 37,898 | | | | | | | | | $ | 913,721 | | | ||||||||||||||||||||||
| L. Pedersen | | | (2) | | | | | | | | | | | | | | 101,713 | | | | | 203,425 | | | | | 406,850 | | | | | | | | | | | | | | | | | | | | | | | | | (5) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 29,326 | | | | | | | | | $ | 707,050 | | | |||||||||||||||||||
| (3) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | 12,970 | | | | | 25,939 | | | | | 51,878 | | | | | $ | 577,143 | | | L. Pedersen | | | (2) | | | | | | | | | | | | | | 117,487 | | | | | 234,956 | | | | | 496,912 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| (4) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 25,939 | | | | | | | | | | $ | 577,143 | | | | (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | 17,667 | | | | | 35,334 | | | | | 70,668 | | | | $ | 964,972 | | | ||||||||||||||||||||||
| P. Smith | | | (2) | | | | | | | | | | | | | | 95,275 | | | | | 190,550 | | | | | 381,100 | | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 23,556 | | | | | | | | | $ | 567,935 | | | |||||||||||||||||||
| (3) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | 12,970 | | | | | 25,939 | | | | | 51,878 | | | | | $ | 577,143 | | | P. Smith | | | (2) | | | | | | | | | | | | | | 110,043 | | | | | 220,085 | | | | | 440,171 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| (4) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 25,939 | | | | | | | | | | $ | 577,143 | | | | (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | 17,667 | | | | | 35,334 | | | | | 70,668 | | | | $ | 964,972 | | | ||||||||||||||||||||||
| R. Aspbury | | | (2) | | | | | | | | | | | | | | 83,506 | | | | | 167,011 | | | | | 334,022 | | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 23,556 | | | | | | | | | $ | 567,935 | | | |||||||||||||||||||
| (3) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | 12,970 | | | | | 25,939 | | | | | 51,878 | | | | | $ | 577,143 | | | | (5) | | | | 10/5/2023 | | | | | 10/5/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 21,454 | | | | | | | | | $ | 307,650 | | | ||||||||||||||||||||||
| (4) | | | | 3/15/2022 | | | | | 4/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | 25,939 | | | | | | | | | | $ | 577,143 | | | R. Aspbury | | | (2) | | | | | | | | | | | | | | 92,853 | | | | | 185,707 | | | | | 371,414 | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||
| | (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | 17,667 | | | | | 35,334 | | | | | 70,668 | | | | $ | 964,972 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | 23,556 | | | | | | | | | $ | 567,935 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Former Executive | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| M. Schemick(6) | | | (2) | | | | | | | | | | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | — | | | | | — | | | | | — | | | | $ | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | | | | 3/29/2023 | | | | | 4/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | $ | — | | |
| | | | | | | | | | | | | | Stock Awards | | | | | | | | | Stock Awards | | ||||||||||||||||
| Name | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | |||||||||||||||||||
| William Feehery | | | | 248,444(2) | | | | | 3,992,495 | | | | | 170,790(3) | | | | | | 2,744,595 | | | William F. Feehery | | 30,400(2) | | 534,736 | | 203,344(3) | | 3,571,544 | | |||||||
| William Feehery | | | | | | | | | | | | | | 201,315(4) | | | | | | 3,235,132 | | | William F. Feehery | | | | | | 350,803(4) | | 6,170,625 | | |||||||
| M. Andrew Schemick | | | | 117,259(5) | | | | | 1,884,352 | | | | | 63,106(6) | | | | | | 1,014,113 | | | John E. Gallagher III | | — | | — | | 67,224(5) | | 1,182,470 | | |||||||
| M. Andrew Schemick | | | | | | | | | | | | | | 74,705(7) | | | | | | 1,200,509 | | | John E. Gallagher III | | | | | | 56,848(6) | | 999,956 | | |||||||
| Leif Pedersen | | | | 153,672(8) | | | | | 2,469,509 | | | | | 41,813(9) | | | | | | 671,935 | | | Leif E. Pederson | | 102,448(7) | | 1,802,060 | | 48,786(8) | | 858,146 | | |||||||
| Leif Pedersen | | | | | | | | | | | | | | 49,749(10) | | | | | | 799,466 | | | Leif E. Pederson | | | | | | 85,083(9) | | 1,496,610 | | |||||||
| P. Smith | | | | 22,074(11) | | | | | 354,729 | | | | | 35,707(12) | | | | | | 573,811 | | | Patrick F. Smith | | 11,037(10) | | 194,141 | | 45,733(11) | | 804,443 | | |||||||
| P. Smith | | | | | | | | | | | | | | 25,939(13) | | | | | | 416,840 | | | Patrick F. Smith | | | | | | 61,273(12) | | 1,077,792 | | |||||||
| R. Aspbury | | | | 180,464(14) | | | | | 2,900,056 | | | | | 41,813(15) | | | | | | 671,935 | | | Robert P. Aspbury | | 105,767(13) | | 1,860,442 | | 48,786(14) | | 858,146 | | |||||||
| R. Aspbury | | | | | | | | | | | | | | 49,749(16) | | | | | | 799,466 | | | Robert P, Aspbury | | | | | | 85,083(15) | | 1,496,610 | | |||||||
| Former Executive | | | | | | | | | | ||||||||||||||||||||||||||||||
| M. Andrew Schemick(19) | | 117,259(16) | | 2,062,586 | | 44,546(17) | | 783,564 | | ||||||||||||||||||||||||||||||
| M. Andrew Schemick(19) | | | | | | 83,614(18) | | 1,470,770 | |
| | | | Stock Awards | | | | | Stock Awards | | ||||||||||||
| Name | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | Name | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | ||||||||||
| William Feehery(2) | | | | 421,006 | | | | | 8,415,140 | | | William F. Feehery(2) | | 285,149 | | 6,074,015 | | ||||
| M. Andrew Schemick(3) | | | | 144,515 | | | | | 2,549,174 | | | John E. Gallagher III | | — | | — | | ||||
| Leif Pedersen(4) | | | | 51,223 | | | | | 1,799,976 | | | Leif E. Pedersen(3) | | 67,807 | | 1,157,931 | | ||||
| Patrick Smith(5) | | | | 31,281 | | | | | 550,830 | | | Patrick F. Smith(4) | | 24,567 | | 592,090 | | ||||
| Robert Aspbury(6) | | | | 82,631 | | | | ��� | 1,285,916 | | | Robert P. Aspbury(5) | | 91,280 | | 1,691,835 | | ||||
| Former Executive | | | | | | ||||||||||||||||
| M. Michael Schemick(6) | | 24,902 | | 600,387 | |
| | | Termination Scenario | | | | | Termination Scenario | | |||||||||||||||||||||||||||||||
| Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | ||||||||||||||||||||||||
| Cash Payments | | | $ | 1,881,771(1) | | | | $ | 1,881,771(1) | | | | $ | 1,881,771(1) | | | Cash Payments | | | $ | 795,675(1) | | | | $ | 795,675(1) | | | | $ | 795,675(1) | | | ||||||
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | Accelerated Equity Awards: | | | | | | | | | | | | | | | | | ||||||
| Pre-IPO | | | | — | | | | | — | | | | $ | 3,992,495(2) | | | Pre-IPO | | | | — | | | | | — | | | | $ | 534,736(2) | | | ||||||
| April 1, 2021, RSU Grant | | | | — | | | | | — | | | | $ | 1,471,610(3) | | | April 1, 2021 RSU Grant | | | | — | | | | | — | | | | $ | 1,610,804(3) | | | ||||||
| April 1, 2021, PSU Grant | | | | — | | | | | — | | | | $ | 1,456,894(4) | | | April 1, 2021 PSU Grant | | | | — | | | | | — | | | | $ | 1,051,855(4) | | | ||||||
| April 1, 2022, RSU Grant | | | | — | | | | | — | | | | $ | 1,763,552(5) | | | April 1, 2022 RSU Grant | | | | — | | | | | — | | | | $ | 1,286,884(5) | | | ||||||
| April 1, 2022, PSU Grant | | | | — | | | | | — | | | | $ | 1,675,710(6) | | | April 1, 2022 PSU Grant | | | | — | | | | | — | | | | $ | 1,171,129(6) | | | ||||||
| Continuing perquisites | | | | — | | | | | — | | | | $ | 19,956(7) | | | April 1, 2023 RSU Grant | | | | — | | | | | — | | | | $ | 1,753,002(7) | | | ||||||
| Total | | | $ | 1,852,800 | | | | $ | 1,852,800 | | | | $ | 12,243,959 | | | April 1, 2023 PSU Grant | | | | — | | | | | — | | | | $ | 1,752,996(8) | | | ||||||
| Continuing Perquisites | | | | — | | | | | — | | | | $ | 20,092(9) | | | |||||||||||||||||||||||
| Total | | | $ | 795,675 | | | | $ | 795,675 | | | | $ | 9,967,026 | | |
| | | | Termination Scenario | | |||||||||||||||
| Potential Payments | | | By Employee For Good Reason | | | By Company Without Cause | | | Change In Control | | |||||||||
| Cash Payments | | | | $ | 418,000(1) | | | | | $ | 418,000(1) | | | | | $ | 418,000(1) | | |
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | | | |
| Pre-IPO | | | | | — | | | | | | — | | | | | $ | 1,884,352(2) | | |
| April 1, 2021, RSU Grant | | | | | — | | | | | | — | | | | | $ | 372,824(3) | | |
| April 1, 2021, PSU Grant | | | | | — | | | | | | — | | | | | $ | 553,628(4) | | |
| April 1, 2022, RSU Grant | | | | | — | | | | | | — | | | | | $ | 641,289(5) | | |
| April 1, 2022, PSU Grant | | | | | — | | | | | | — | | | | | $ | 602,812(6) | | |
| Continuing perquisites | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | $ | 418,000 | | | | | $ | 418,000 | | | | | $ | 4,472,905 | | |
| | | Termination Scenario | | | | | Termination Scenario | | |||||||||||||||||||||||||||||||
| Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | ||||||||||||||||||||||||
| Cash Payments | | | $ | 204,425(1) | | | | $ | 204,425(1) | | | | $ | 204,425(1) | | | Cash Payments | | | $ | 287,500(1) | | | | $ | 287,500(1) | | | | $ | 287,500(1) | | | ||||||
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | Accelerated Equity Awards: | | | | | | | | | | | | | | | | | ||||||
| Pre-IPO | | | | — | | | | | — | | | | $ | 2,469,509(2) | | | April 1, 2023 RSU Grant | | | | — | | | | | — | | | | $ | 1,182,470(2) | | | ||||||
| April 1, 2021, RSU Grant | | | | — | | | | | — | | | | $ | 255,095(3) | | | April 1, 2023 PSU Grant | | | | — | | | | | — | | | | $ | 666,671(3) | | | ||||||
| April 1, 2021, PSU Grant | | | | — | | | | | — | | | | $ | 378,800(4) | | | Continuing Perquisites | | | | — | | | | | — | | | | | — | | | ||||||
| April 1, 2022, RSU Grant | | | | — | | | | | — | | | | $ | 416,840(5) | | | Total | | | $ | 287,500 | | | | $ | 287,500 | | | | $ | 2,136,641 | | | ||||||
| April 1, 2022, PSU Grant | | | | — | | | | | — | | | | $ | 391,829(6) | | | |||||||||||||||||||||||
| Continuing perquisites | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||
| Total | | | $ | 204,425 | | | | $ | 204,425 | | | | $ | 4,116,499 | | |
| | | | Termination Scenario | | |||||||||||||||
| Potential Payments | | | By Employee For Good Reason | | | By Company Without Cause | | | Change In Control | | |||||||||
| Cash Payments | | | | $ | 213,597(1) | | | | | $ | 213,597(1) | | | | | $ | 213,597(1) | | |
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | | | |
| Pre-IPO | | | | | — | | | | | | — | | | | | $ | 1,802,060(2) | | |
| April 1, 2021 RSU Grant | | | | | — | | | | | | — | | | | | $ | 139,612(3) | | |
| April 1, 2021 PSU Grant | | | | | — | | | | | | — | | | | | $ | 273,628(4) | | |
| April 1, 2022 RSU Grant | | | | | — | | | | | | — | | | | | $ | 304,184(5) | | |
| April 1, 2022 PSU Grant | | | | | — | | | | | | — | | | | | $ | 276.802(6) | | |
| April 1, 2023 RSU Grant | | | | | — | | | | | | — | | | | | $ | 414,350(7) | | |
| April 1, 2023 PSU Grant | | | | | — | | | | | | — | | | | | $ | 414,350(8) | | |
| Continuing Perquisites | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | $ | 213,597 | | | | | $ | 213,597 | | | | | $ | 3,835,790 | | |
| | | Termination Scenario | | | | | Termination Scenario | | |||||||||||||||||||||||||||||||
| Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | ||||||||||||||||||||||||
| Cash Payments | | | $ | 190,550(1) | | | | $ | 190,550(1) | | | | $ | 190,550(1) | | | Cash Payments | | | $ | 200,078(1) | | | | $ | 200,078(1) | | | | $ | 200,078(1) | | | ||||||
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | Accelerated Equity Awards: | | | | | | | | | | | | | | | | | ||||||
| Pre-IPO | | | | — | | | | | — | | | | $ | 354,729(2) | | | Pre-IPO | | | | — | | | | | — | | | | $ | 194,141(2) | | | ||||||
| April 1, 2021, RSU Grant | | | | — | | | | | — | | | | $ | 156,972(3) | | | April 1, 2021 RSU Grant | | | | — | | | | | — | | | | $ | 85,910(3) | | | ||||||
| April 1, 2022, RSU Grant | | | | — | | | | | — | | | | $ | 416,840(4) | | | April 1, 2022 RSU Grant | | | | — | | | | | — | | | | $ | 304,184(4) | | | ||||||
| April 1, 2022, PSU Grant | | | | — | | | | | — | | | | $ | 391,829(5) | | | April 1, 2022 PSU Grant | | | | — | | | | | — | | | | $ | 276,802(5) | | | ||||||
| Continuing perquisites | | | | | | | | | — | | | | | — | | | April 1, 2023 RSU Grant | | | | — | | | | | — | | | | $ | 414,350(6) | | | ||||||
| Total | | | $ | 190,550 | | | | $ | 190,550 | | | | $ | 1,510,920 | | | April 1, 2023 PSU Grant | | | | — | | | | | — | | | | $ | 414,350(7) | | | ||||||
| October 5, 2023 RSU Grant | | | | | | | | | | | | | $ | 377,376(8) | | | |||||||||||||||||||||||
| Continuing Perquisites | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||
| Total | | | $ | 200,078 | | | | $ | 200,078 | | | | $ | 2,267,190 | | |
| | | Termination Scenario | | | | | Termination Scenario | | |||||||||||||||||||||||||||||||
| Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | Potential Payments | | By Employee For Good Reason | | By Company Without Cause | | Change In Control | | ||||||||||||||||||||||||
| Cash Payments | | | | —(1) | | | | | —(1) | | | | | —(1) | | | Cash Payments | | | | —(1) | | | | | —(1) | | | | | —(1) | | | ||||||
| Accelerated Equity Awards: | | | | | | | | | | | | | | | | | Accelerated Equity Awards: | | | | | | | | | | | | | | | | | ||||||
| Pre-IPO | | | | — | | | | | — | | | | $ | 2,900,056(2) | | | Pre-IPO | | | | — | | | | | — | | | | $ | 1,860,442(2) | | | ||||||
| April 1, 2021, RSU Grant | | | | — | | | | | — | | | | $ | 255,095(3) | | | April 1, 2021 RSU Grant | | | | — | | | | | — | | | | $ | 139,612(3) | | | ||||||
| April 1, 2021, PSU Grant | | | | — | | | | | — | | | | $ | 378,800(4) | | | April 1, 2021 PSU Grant | | | | — | | | | | — | | | | $ | 273,628(4) | | | ||||||
| April 1, 2022, RSU Grant | | | | — | | | | | — | | | | $ | 416,840(5) | | | April 1, 2022 RSU Grant | | | | — | | | | | — | | | | $ | 304,184(5) | | | ||||||
| April 1, 2022, PSU Grant | | | | — | | | | | — | | | | $ | 391,829(6) | | | April 1, 2022 PSU Grant | | | | — | | | | | — | | | | $ | 276,802(6) | | | ||||||
| Continuing perquisites | | | | — | | | | | — | | | | | — | | | April 1, 2023 RSU Grant | | | | — | | | | | — | | | | $ | 414,350(7) | | | ||||||
| Total | | | | | | | | | | | | | $ | 4,342,621 | | | April 1, 2023 PSU Grant | | | | — | | | | | — | | | | $ | 414,350(8) | | | ||||||
| Continuing Perquisites | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||
| Total | | | | | | | | | | | | | $ | 3,683,367 | | |
| Year(1) | | Summary Compensation Table Total for CEO | | Compensation Actually Paid to CEO(2) | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers | | Average Compensation Actually Paid to Non-CEO Named Executive Officers(2) | | | Value of Initial Fixed td00 Investment Based On: | | | Net Income | | Adjusted EBITDA(3) | | | Year(1) | | | | Summary Compensation Table Total for CEO | | | | Compensation Actually Paid to CEO(2) | | | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers | | | | Average Compensation Actually Paid to Non-CEO Named Executive Officer(2) | | | | Value of Initial Fixed td00 Investment Based On: | | | | Net Income | | | | Adjusted EBITDA(3) | | | ||||||||||||||||||||||||||||||||||||
| Total Shareholder Return | | Peer Group Total Shareholder Return | | | Total Share-holder Return | | | | Peer Group Total Share-holder Return | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | $ | 6,234,325 | | | | $ | (4,571,474) | | | | $ | 1,905,302, | | | | $ | (1,519,004) | | | | $ | 42.21 | | | | $ | 82.12 | | | | $ | 14,731,000 | | | | $ | 120,174,000 | | | | 2023 | | | | $7,810,028 | | | | $4,396,333 | | | | $2,212,277 | | | | $1,415,136 | | | | $46.19 | | | | $79.94 | | | | $(55,357,000) | | | | $123,108,000 | | | ||||||||
| 2021 | | | $ | 6,244,695 | | | | $ | 2,332,290 | | | | $ | 2,028,857 | | | | $ | 798,169 | | | | $ | 74.63 | | | | $ | 116.62 | | | | $ | (13,266,000) | | | | $ | 103,713,000 | | | | 2022 | | | | $6,234,325 | | | | $(4,571,474) | | | | $1,905,302 | | | | $(1,519,004) | | | | $42.21 | | | | $82.12 | | | | $14,731,000 | | | | $120,174,000 | | | ||||||||
| 2020 | | | $ | 3,626,241 | | | | $ | 71,866,945 | | | | $ | 1,837,169 | | | | $ | 12,730,099 | | | | $ | 88.55 | | | | $ | 104.12 | | | | $ | (49,397,000) | | | | $ | 87,877,000 | | | | 2021 | | | | $6,244,695 | | | | $2,332,290 | | | | $2,028,857 | | | | $798,169 | | | | $74.63 | | | | $116.62 | | | | $(13,266,000) | | | | $103,713,000 | | | ||||||||
| | 2020 | | | | $3,626,241 | | | | $71,886,945 | | | | $1,837,169 | | | | $12,730,099 | | | | $88.55 | | | | $104.12 | | | | $(49,397,000) | | | | $87,877,000 | | |
| Description | | CEO | | NEOS | | Description | | CEO | | Non-PEOs NEOS* | | ||||||||||
| Compensation as reported in the summary compensation table | | | $ | 3,626,241 | | | | $ | 1,837,169 | | | Compensation as reported in the summary compensation table | | $3,626,241 | | $1,837,169 | | ||||
| Minus | | | | | | | | | | | | Minus | | | | | | ||||
| Grant date fair value from summary compensation table | | | $ | 2,238,677 | | | | $ | 1,385,758 | | | Grant date fair value from summary compensation table | | $(2,238,677) | | $(1,385,758) | | ||||
| Plus | | | | | | | | | | | | Plus | | | | | | ||||
| Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | | $ | 6,149,449 | | | | $ | 7,613,117 | | | Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | $6,149,449 | | $7,613,117 | | ||||
| Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | | $ | 26,321,151 | | | | $ | 2,959,297 | | | Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | $26,321,151 | | $2,959,297 | | ||||
| Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | | $ | 4,194,464 | | | | | — | | | Fair value as of the vesting date for any equity awards granted and vested within the respective year | | $33,834,317 | | $1,706,275 | | ||||
| Fair value as of the vesting date for any equity awards granted and vested within the respective year | | | $ | 33,834,317 | | | | $ | 1,706,275 | | | Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | $4,194,464 | | — | | ||||
| Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | | | — | | | | | — | | | Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | — | | — | | ||||
| Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | | | — | | | | | — | | | Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | — | | — | | ||||
| Total | | | $ | 71,886,945 | | | | $ | 12,730,099 | | | Total | | $71,886,945 | | $12,730,099 | |
| Description | | CEO | | NEOS* | | Description | | CEO | | Non-PEO NEOS* | | ||||||||||
| Compensation as reported in the summary compensation table | | | $ | 6,244,695 | | | | $ | 2,028,857 | | | Compensation as reported in the summary compensation table | | $6,244,695 | | $2,028,857 | | ||||
| Minus | | | | | | | | | | | | Minus | | | | | | ||||
| Grant date fair value from summary compensation table | | | $ | 4,999,995 | | | | $ | (1,502,429) | | | Grant date fair value from summary compensation table | | $(4,999,995) | | $(1,502,429) | | ||||
| Plus | | | | | | | | | | | | Plus | | | | | | ||||
| Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | | $ | 5,074,995 | | | | $ | 1,524,608 | | | Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | $5,074,995 | | $1,524,608 | | ||||
| Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | | $ | (3,386,287) | | | | $ | (1,269,890) | | | Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | $(3,386,287) | | $(1,269,890) | | ||||
| Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | | | — | | | | | — | | | Fair value as of the vesting date for any equity awards granted and vested within the respective year | | $(601,118) | | $17,022 | | ||||
| Fair value as of the vesting date for any equity awards granted and vested within the respective year | | | $ | (601,118) | | | | $ | 17,022 | | | Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | — | | — | | ||||
| Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | | | — | | | | | — | | | Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | — | | — | | ||||
| Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | | | — | | | | | — | | | Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | — | | — | | ||||
| Total | | | $ | 2,332,290 | | | | $ | 798,169 | | | Total | | $2,332,290 | | $798,169 | |
| Description | | | CEO | | | Non-PEO NEOS* | |
| Compensation as reported in the summary compensation table | | | $6,234,325 | | | $1,905,302 | |
| Minus | | | | | | | |
| Grant date fair value from summary compensation table | | | $(4,883,430) | | | $(1,309,669) | |
| Plus | | | | | | | |
| Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | | $2,424,943 | | | $647,159 | |
| Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | | $(4,773,902) | | | $(1,875,780) | |
| Fair value as of the vesting date for any equity awards granted and vested within the respective year | | | $(3,573,410) | | | $(886,016) | |
| Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | | — | | | — | |
| Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | | — | | | — | |
| Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | | — | | | — | |
| Total | | | $(4,571,474) | | | $(1,519,004) | |
| Description | | CEO | | NEOS* | | Description | | CEO | | Non-PEO NEOS* | | ||||||||||
| Compensation as reported in the summary compensation table | | | $ | 6,234,325, | | | | $ | 1,905,302 | | | Compensation as reported in the summary compensation table | | $7,810,028 | | $2,212,277 | | ||||
| Minus | | | | | | | | | | | | Minus | | | | | | ||||
| Grant date fair value from summary compensation table | | | $ | 4,883,430 | | | | $ | (1,309,669) | | | Grant date fair value from summary compensation table | | $(6,485,296) | | $(1,615,932) | | ||||
| Plus | | | | | | | | | | | | Plus | | | | | | ||||
| Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | | $ | 2,424,943 | | | | $ | 647,159 | | | Year-end fair value of any equity awards granted during the respective year that remain outstanding and unvested at the end of the year | | $1,978,207 | | $2,989,888 | | ||||
| Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | | $ | (4,773,902) | | | | $ | (1,875,780) | | | Year-over-year change in fair value as of the respective year-end for equity awards granted in a prior year that remain outstanding and vested at the end of that year | | $143,583 | | $393,672 | | ||||
| Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | | | — | | | | | — | | | Fair value as of the vesting date for any equity awards granted and vested within the respective year | | — | | — | | ||||
| Fair value as of the vesting date for any equity awards granted and vested within the respective year | | | $ | (3,573,410) | | | | $ | (886,016) | | | Change in fair value from the prior year-end to the vesting date for equity awards granted in a prior year that vested during the respective year | | $949,812 | | $277,960 | | ||||
| Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to vesting during the respective year | | | | — | | | | | — | | | Reduction for the fair value as of the end of the prior year for any equity awards granted during that prior year that failed to be vesting during the respective year | | — | | $(2,842,728) | | ||||
| Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | | | — | | | | | — | | | Value of any dividends or other earnings paid on equity awards prior to vesting date that are not otherwise included in the fair value of the award or other reported compensation amounts | | — | | — | | ||||
| Total | | | $ | (4,571,474) | | | | $ | (1,519,004) | | | Total | | $4,396,333 | | $1,415,136 | |
| William F. Feehery(1) | | | Chief Executive Officer | |
| John E. Gallagher III | | | Officer) | |
| Robert P. Aspbury | | | President, | |
| Leif E. Pedersen | | | President, | |
| Patrick F. Smith | | | President, | |
| |||||
| Richard M. Traynor | | | Senior Vice President and General Counsel | |
| Nicolette D. Sherman | | | Chief Human Resources Officer | |
| Name of Beneficial Owner | | | Shares(1) | | | Percentage | | ||||||
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
| William Feehery(2)(3) | | | | | 2,174,851 | | | | | | 1.43 | | |
| M. Michael Schemick(2)(3)(13) | | | | | 519,572 | | | | | | * | | |
| Leif Pedersen(2)(3) | | | | | 176,209 | | | | | | * | | |
| Patrick Smith(2)(3) | | | | | 78,621 | | | | | | * | | |
| Robert Aspbury(2)(3) | | | | | 274,092 | | | | | | * | | |
| Eran Broshy(4) | | | | | 9,360 | | | | | | * | | |
| James E. Cashman III(4)(5) | | | | | 440,790 | | | | | | * | | |
| Cynthia Collins(4) | | | | | 15,498 | | | | | | * | | |
| Rosemary Crane(4) | | | | | 9,324 | | | | | | * | | |
| Nancy Killefer(4) | | | | | 15,498 | | | | | | * | | |
| Stephen McLean(6)(7) | | | | | 42,000 | | | | | | * | | |
| David Spaight(6)(7) | | | | | — | | | | | | * | | |
| All executive officers and directors as a group 16 persons(8) | | | | | 4,142,144 | | | | | | 2.60 | | |
| 5% Stockholders: | | | | | | | | | | | | | |
| Arsenal Capital Partners(9) | | | | | 36,345,835 | | | | | | 22.77 | | |
| Bailee Gifford & Co. (Scottish Partnership)(10) | | | | | 10,223,809 | | | | | | 6.41 | | |
| The Vanguard Group(11) | | | | | 10,850,994 | | | | | | 6.80 | | |
| Mubadala Investment Company(12) | | | | | 9,615,384 | | | | | | 6.02 | | |
| Name of Beneficial Owner | | | Shares(1) | | | Percentage | |
| Named Executive Officers and Directors: | | | | | | | |
| William F. Feehery(2)(3) | | | 2,291,783 | | | 1.43 | |
| John E. Gallagher III(2)(3)(14) | | | 27,295 | | | * | |
| Leif E. Pedersen(2)(3) | | | 156,879 | | | * | |
| Patrick F. Smith(2)(3) | | | 71,473 | | | * | |
| Robert P. Aspbury(2)(3) | | | 298,969 | | | * | |
| Eran Broshy(4) | | | 23,023 | | | * | |
| James Cashman(4)(5) | | | 456,512 | | | * | |
| Cynthia Collins(4) | | | 24,161 | | | * | |
| Rosemary Crane(4)(5) | | | 17,987 | | | * | |
| Nancy Killefer(4) | | | 24,161 | | | * | |
| Stephen McLean(6)(7) | | | 42,000 | | | * | |
| David Spaight(6)(7) | | | — | | | * | |
| Matthew Walsh(2)(4) | | | 185,631 | | | * | |
| All executive officers and directors as a group 16 persons(8) | | | 3,826,209 | | | 2.39 | |
| 5% Stockholders: | | | | | | | |
| Arsenal Capital Partners(9) | | | 36,345,835 | | | 22.72 | |
| BlackRock, Inc.(10) | | | 13,956,611 | | | 8.72 | |
| The Vanguard Group(11) | | | 12,544,252 | | | 7.84 | |
| Mubadala Investment Company(12) | | | 9,615,984 | | | 6.01 | |
| Bailee Gifford & Co., (Scottish Partnership)(13) | | | 8,921,463 | | | 5.58 | |
| | | | | |
| Princeton, NJ April 10, | | | Richard M. Traynor Senior Vice President, General Counsel & Secretary | |