Daniel Corcoran

About Daniel Corcoran

Daniel D. Corcoran, 58, is Certara’s Senior Vice President and General Counsel (appointed May 2024). He previously served as SVP of Legal and General Counsel at Nexthink SA (2018–2024) and earlier practiced corporate finance at Sullivan & Cromwell LLP in Frankfurt and New York; he also held leadership roles at Seattle-based public companies across IPOs, M&A, corporate finance, product development, compliance, and new markets . During his tenure, company performance included FY2024 revenue of $385.1 million (+9% YoY from $354.3 million) and Adjusted EBITDA of $122.0 million; the company’s pay-versus-performance TSR disclosure shows a 2024 value of $27.97 for an initial $100 investment, contextualizing shareholder returns in the period .

Past Roles

Fixed Compensation

• Not disclosed for Corcoran (he is an executive officer but not a Named Executive Officer in FY2024; the proxy’s detailed compensation tables cover NEOs only) .
• Company policies governing executive compensation and governance:
  • At-will employment for NEOs; Dodd-Frank–compliant clawback policy; majority of target compensation is variable; no excise tax gross-ups; no significant perquisites .
  • Hedging prohibited; short sales and derivative transactions barred; pledging requires prior approval from the General Counsel and is subject to restrictions .
  • Stock ownership guidelines apply (see Equity Ownership & Alignment) .

Performance Compensation

Company program design (applies to NEOs; executive officers are generally subject to similar frameworks, but Corcoran-specific targets/payouts are not disclosed):

Annual Incentive Bonus (AIB) – Mechanics and 2024 Outcomes

• For FY2024, the Compensation Committee approved AIB funding; business unit and corporate scores were above minimum thresholds (most ≥74% multiplier; one BU at 65.2% after applying corporate performance), reflecting positive revenue and adjusted EBITDA trends .

Long-Term Incentive (LTI) Structure – PSUs and RSUs

Equity Ownership & Alignment

• Beneficial ownership: Corcoran’s individual holdings are not separately itemized in the stock ownership table; “All executive officers and directors as a group (16 persons)” held 3,763,396 shares (2.33% of outstanding) as of March 28, 2025, and the group total includes shares beneficially owned by Daniel D. Corcoran .
• Ownership guidelines: EVPs and SVPs must hold equity equal to 2x base salary; five years to reach compliance; if below threshold at annual compliance date, must retain 100% of net shares from vesting/exercises until in compliance .
• Compliance: As of February 1, 2025, all Covered Persons (including EVPs/SVPs) were in compliance with guidelines; all NEOs met minimum thresholds .
• Hedging/pledging: Hedging, short sales, and derivatives are prohibited; pledging requires prior approval from the General Counsel and is restricted; no disclosed instances of Corcoran pledging company stock .

Employment Terms

• Start date and role: Appointed Senior Vice President and General Counsel in May 2024 .
• Clawback policy: Complies with Dodd-Frank Act, Exchange Act Rule 10D-1, and Nasdaq Listing Rule 5608 .
• Change-of-control equity treatment (plan-level terms):
  • RSUs: Unvested RSUs become fully vested if the participant undergoes a termination other than for cause in connection with or within 12 months following a Change in Control .
  • PSUs: If a Change in Control occurs during a performance period, the Compensation Committee determines performance for the year of the Change in Control and subsequent years; distribution of earned units occurs at the end of the performance period .
  • Pre-IPO restricted stock: Vests upon termination without cause following a Change in Control (per exchange agreement terms) .

Performance & Track Record

• FY2024 operating results: Revenue $385.1 million (+9% YoY); continued software upgrades and launches (Phoenix 8.5, next-gen CoAuthor, Certara Cloud); software user base >94,000; used by 23 global regulatory agencies .
• Corporate development: Announced acquisition of Chemaxon Kft on October 1, 2024 to strengthen drug discovery software portfolio .
• Filings and legal execution: Corcoran signed multiple 8-Ks and related exhibits as SVP & General Counsel, evidencing active oversight of disclosure, corporate governance, and financing documents, including a credit agreement amendment in which he signed as President of certain subsidiaries for execution purposes .
• Pay-versus-performance: FY2024 Adjusted EBITDA $122.046 million; 2024 TSR value of initial $100 investment was $27.97 (company), illustrating shareholder return context for compensation alignment .

Say-on-Pay & Shareholder Feedback

• Company states its program ties a significant portion of executive pay to performance and conducts annual say-on-pay votes; board recommends “FOR” on pay practices .

Investment Implications

• Alignment: Corcoran is subject to stringent hedging/pledging restrictions and stock ownership guidelines (EVP/SVP: 2x salary) with confirmed compliance across Covered Persons as of Feb 1, 2025—supportive of alignment and reduced agency risk .
• Retention risk: Specific employment agreement terms (e.g., severance, non-compete) for Corcoran are not disclosed; however, plan-level change-in-control provisions for equity offer retention value, and the company maintains a Rule 10D-1-compliant clawback, indicating robust governance around pay-for-performance .
• Trading signals: No Form 4 filings for Corcoran were found in the document catalog, limiting insight into near-term insider selling pressure; pledging is restricted and requires approval, reducing potential red-flag risk from collateralized positions ].
• Performance linkage: Company-wide incentive design emphasizes Adjusted EBITDA and revenue (AIB gating at ≥90% EBITDA target), with PSUs modified by rTSR versus peers—credible linkage to shareholder value creation; FY2024 results met AIB thresholds and supported payouts to NEOs, signaling ongoing operational execution during Corcoran’s tenure .