David Spaight

About David Spaight

Independent director (Class I) at Certara since 2022; age 66; term expires at the 2027 annual meeting. Operating Partner at Arsenal Capital Partners since 2016, with 35+ years of life sciences leadership including CRO and pharma services; the Board has affirmatively determined he is independent and eligible for Compensation Committee service under SEC/Nasdaq rules .

Past Roles

External Roles

Board Governance

• Classification and term: Class I director; term expires 2027; Board size 10; staggered three-year terms .
• Independence: Board determined Spaight is independent and specifically independent for Compensation Committee service under Exchange Act Rule 10C-1 .
• Committee assignments: Member, Compensation Committee (11 meetings in FY2024; joint session noted) .
• Attendance and engagement: Board met 6 times in FY2024; each director attended ≥75% of combined Board+committee meetings; all nine then-current directors attended the 2024 annual meeting .
• Large shareholder nomination rights: Under the Stockholders Agreement, Arsenal (22.51% holder) has ongoing nomination rights; while Arsenal has two nominees, one must sit on Compensation and one on Nominating & Corporate Governance. Following the EQT/Arsenal transaction, Spaight was appointed as a Class I director as an Arsenal nominee .
• Indemnification: Certara provides standard director indemnification and advancement of expenses .

Fixed Compensation

• Director program schedule (FY2024): Annual cash retainer $50,000; Chairman $125,000; committee chair/member fees: Audit ($20,000/$10,000), Compensation ($15,000/$7,500), Nominating & Corporate Governance ($10,000/$5,000) .
• Actual for Spaight (FY2024): Waived all director compensation; cash $0; stock awards $0 .

Performance Compensation

• Program: Non-employee directors generally receive annual RSUs worth $200,000, vesting at the earlier of one year from grant or next annual meeting; settlement in stock or cash at Committee’s election .
• Actual for Spaight (FY2024): No RSU grant; total equity awards $0 due to waiver .
• Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer within 5 years; however, Spaight is not a “Covered Person” under the policy because he is an employee of an Institutional Stockholder and does not receive cash or stock retainer .

No director performance metrics (TSR/EBITDA) apply to non-employee director awards; RSUs are time-based. For Spaight, no performance compensation was granted in FY2024 due to his waiver .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep life sciences services/CRO leadership (Chairman/CEO WIL Research; President MDS Pharma Services) and senior roles at Fisher Scientific/PerkinElmer; ACRO chair—strong industry/operations governance credentials .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging by directors absent pre-clearance from the General Counsel; margin purchases and borrowing against Certara securities are prohibited without pre-clearance .
• Ownership guidelines: Directors must hold ≥5x cash retainer; Spaight is exempt from “Covered Persons” ownership guideline due to waiver status/employment by Institutional Stockholder .

Governance Assessment

• Alignment: Spaight waived cash and equity director compensation and reports no personal beneficial ownership—reducing direct “skin in the game” alignment at the individual level; however, he represents a 22.51% shareholder (Arsenal), which exerts strong ownership influence at the board level .
• Independence: Board deems him independent (including Rule 10C-1 for Compensation Committee), yet his status as an Arsenal Operating Partner and Arsenal’s nomination/committee rights present a perceived conflict risk; monitor any decisions where Arsenal’s interests could diverge from minority shareholders .
• Committee effectiveness: Compensation Committee met 11 times in FY2024; Say‑on‑Pay support was high (94.8% of votes cast) in 2024—an external validation signal for the committee’s program oversight during Spaight’s tenure .
• Attendance: Met minimum engagement threshold (≥75% of meetings); attended the annual meeting cohort as part of all nine then-current directors .
• Policies: Robust insider trading/hedging/pledging restrictions and director indemnification are in place; no delinquent Section 16(a) disclosures surfaced in the proxy .

Red Flags to monitor

• Large shareholder influence: Arsenal’s contractual rights to nominate directors and place nominees on Compensation and Nominating & Corporate Governance committees could skew board dynamics; Spaight’s Arsenal affiliation heightens this risk .
• Ownership alignment: No reported individual share ownership and exemption from director ownership guidelines may weaken personal alignment with public shareholders .
• Related-party exposure: While no specific transactions are disclosed beyond governance agreements, Spaight’s executive chair roles at healthcare services companies warrant ongoing screening for any transactions with Certara or its affiliates .

Appendix: Board & Committee Snapshot