Cynthia Collins
CertaraAbout Cynthia Collins
Cynthia Collins, age 66, is an independent Class II director of Certara since 2021 and currently serves on the Audit Committee . She is a biotechnology/pharma operating executive, having been CEO at Editas Medicine, Human Longevity, GenVec, and Sequoia Pharmaceuticals, with senior roles at GE Healthcare, Beckman Coulter, and Baxter Healthcare; she also holds private company board roles at Alanis Therapeutics and Nutcracker Therapeutics . The Board has affirmatively determined she is independent under Nasdaq and SEC rules, including Rule 10A‑3 for Audit Committee service . The Board nominated her for re‑election in 2025 to a new three‑year term expiring at the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Chief Executive Officer and Director | Not disclosed | Leadership experience in gene-editing biotechnology |
| Human Longevity, Inc. | Chief Executive Officer | Not disclosed | Operational leadership in precision health |
| GenVec | Chief Executive Officer | Not disclosed | Biotech CEO experience |
| Sequoia Pharmaceuticals | Chief Executive Officer | Not disclosed | Pharma CEO experience |
| GE Healthcare | Senior management | Not disclosed | Large-cap healthcare operating experience |
| Beckman Coulter | Senior management | Not disclosed | Diagnostics operating experience |
| Baxter Healthcare | Senior management | Not disclosed | Healthcare operating experience |
External Roles
| Organization | Role | Public/Private | Sector/Description |
|---|---|---|---|
| Codexis, Inc. | Director | Public | Provider of enzymatic solutions for therapeutics manufacturing |
| DermTech, LLC | Director | Public | Molecular diagnostic company |
| MaxCyte, Inc. | Director | Public | Cell-engineering technologies provider |
| Alanis Therapeutics | Director | Private | Biotech (private board) |
| Nutcracker Therapeutics | Director | Private | Biotech (private board) |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified into three classes; Collins is Class II (term ending 2025; nominated for re‑election) |
| Committee memberships | Audit Committee member (Mr. Walsh, Chair; Broshy, Reynders, Collins) |
| Committee meeting cadence (2024) | Audit: 8; Compensation: 11; Nominating & Governance: 7 |
| Board meeting cadence (2024) | 6 meetings |
| Attendance | Each director attended at least 75% of combined Board and committee meetings; all nine then‑current directors attended the 2024 Annual Meeting |
| Independence | Board determined Collins independent under Nasdaq and SEC rules; Rule 10A‑3 independent for Audit Committee service |
The Stockholders Agreement grants Arsenal Capital Partners board nomination and committee placement rights for their nominees (Class I/III), which can influence compensation and nominating committee composition; Collins is not identified as an Arsenal nominee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Pro‑rated for partial year |
| Audit Committee member fee | $10,000 | Member (non‑chair) |
| Total cash fees earned (2024) | $60,000 | Collins’ 2024 cash fees from Director Compensation Table |
| Annual equity grant value (policy) | $200,000 | Determined by 30‑day VWAP before annual meeting |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting | Settlement |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 21, 2024 | 11,928 | $181,979 | Vests on earlier of one‑year anniversary or next annual stockholder meeting | Settled in stock or, at Compensation Committee’s discretion, in cash |
No performance metrics (e.g., TSR, EBITDA) apply to director RSUs; awards are time‑based annual grants per policy .
Other Directorships & Interlocks
| Company | Relationship to CERT | Potential Interlocks/Conflicts |
|---|---|---|
| Codexis, DermTech, MaxCyte | Current public boards Collins serves on | No CERT related‑party transactions or interlocks disclosed; no supplier/customer ties disclosed in proxy |
Expertise & Qualifications
- Extensive leadership as CEO across multiple biotech/pharma companies and senior operating roles in large-cap healthcare and diagnostics, supporting audit and operational oversight .
- Board determined independence and suitability for Audit Committee (Rule 10A‑3), enhancing financial reporting oversight quality .
- Skill set aligned with CERT’s biosimulation and biopharma client base (industry experience cited by Board in qualifications) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Components Included |
|---|---|---|---|
| Cynthia Collins | 36,089 | Less than 1% | Includes RSUs/PSUs releasable within 60 days per SEC rules |
| RSUs releasable within 60 days (included above) | 11,928 | — | Director RSUs vest on the earlier of one‑year from grant or next annual meeting |
- Stock ownership guidelines: Non‑employee directors must hold at least 5x the annual cash retainer; five years to comply; until met, must retain 100% of net shares from equity awards .
- Compliance: As of February 1, 2025, all Covered Persons (including non‑employee directors under the policy) were in compliance allowing for initial compliance period .
- Hedging/Pledging: Hedging prohibited; pledging requires prior General Counsel approval .
- Shares pledged: No pledging by Collins disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent director with Rule 10A‑3 qualification serving on Audit; committee met eight times in 2024, indicating active oversight cadence .
- Strong attendance culture: Each director met at least 75% attendance; full board attendance at 2024 Annual Meeting improves investor confidence .
- Director pay emphasizes equity alignment: $181,979 RSU grant vs. $60,000 cash in 2024; RSUs vest on short cadence tied to annual meeting, promoting ongoing alignment .
- Ownership guidelines (5x retainer) with retention requirements until thresholds met; policy compliance reported as of Feb 1, 2025 .
-
Watch items
- Arsenal Stockholders Agreement embeds nomination and committee placement rights for Arsenal’s designees (Class I/III, Compensation/Nominating committees), potentially concentrating influence over board composition and director pay structure; Collins is not an Arsenal nominee but overall governance dynamics warrant monitoring .
- Multiple external public boards (Codexis, DermTech, MaxCyte) increase time commitments; no attendance shortfall disclosed but investors may monitor workload vs. engagement going forward .
- Director RSUs are time-based (no performance metrics), standard for directors; investors focused on pay-for-performance should rely more on ownership/retention policies and committee effectiveness .
No related‑party transactions, loans, or tax gross‑ups involving Collins are disclosed; hedging and pledging are restricted by policy .