Eran Broshy
CertaraAbout Eran Broshy
Independent director (Age: 66) serving on Certara’s Board since 2022; chairs the Nominating & Corporate Governance Committee and is a member of the Audit Committee . He holds a B.S. (civil engineering) from MIT, an M.S. (civil engineering) from Stanford, and an MBA from Harvard Business School . Career highlights include CEO (until 2008) and Chairman (until 2010) of inVentiv Health/Syneos Health, and 15 years at BCG as partner leading the Americas healthcare practice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| inVentiv Health (now Syneos Health) | Chief Executive Officer; Chairman | CEO through 2008; Chairman through 2010 | Led global provider of clinical/commercial services; scaled to industry leadership |
| The Boston Consulting Group (BCG) | Partner; Head of Americas Healthcare Practice | 15 years at BCG | Strategy leadership across healthcare; practice head responsibilities |
| Coelacanth Corporation | President & CEO | Not disclosed | Led privately-held biotechnology company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Theravance Biopharma (NASDAQ: TBPH) | Director | Since June 2014 | Ongoing public company board service |
| CluePoints (private) | Chairman | Not disclosed | AI-driven software for risk-based quality |
| Thirty Madison (private) | Chairman | Appointed Nov 2022 | Consumer-focused specialty care platform |
| MIT Corporation | Member | Elected in 2021 | Governance/visiting committee roles |
| American Friends of the Open University of Israel | Chairman | Not disclosed | U.S. non-profit leadership |
| American Jewish Committee | Board of Governors | Not disclosed | National governance role |
Board Governance
- Independence: Board affirmed Broshy meets Nasdaq and SEC independence; also independent for Audit Committee service (Rule 10A‑3) .
- Committee assignments: Nominating & Corporate Governance (Chair); Audit (member) .
- Attendance and meetings: Board met 6 times in FY2024; each director attended ≥75% of board/committee meetings; Audit Committee held 8 meetings; Nominating & Governance held 7 (incl. one joint) .
- Stock ownership guidelines (directors): 5x annual cash retainer; expected to meet within five years; until met, must retain 100% of shares granted (net of taxes) .
- Election signal (2025 vote): Broshy received 101,414,836 “For” and 44,496,504 “Withheld” votes vs peers (Collins, Reynders, Walsh materially higher “For”), indicating relative investor scrutiny .
| 2025 Annual Meeting – Class II Director Votes | For | Withheld | Broker Non‑Vote |
|---|---|---|---|
| Eran Broshy | 101,414,836 | 44,496,504 | 4,922,800 |
| Cynthia Collins | 135,130,774 | 10,780,566 | 4,922,800 |
| John Reynders | 145,466,015 | 445,325 | 4,922,800 |
| Matthew Walsh | 131,743,940 | 14,167,400 | 4,922,800 |
Fixed Compensation
| Component | Program Terms | FY2024 Actual for Broshy |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | $50,000 (included in fees) |
| Committee chair fee (Nominating & Governance) | $10,000 | $10,000 (included in fees) |
| Audit Committee member fee | $10,000 | $10,000 (included in fees) |
| Total cash fees | Sum of above (pro‑rated if partial year) | $70,000 |
| Annual equity grant (RSUs) | $200,000 grant; shares determined using 30‑day VWAP before meeting; vest on earlier of 1‑year anniversary or next annual meeting; settled in stock or cash | Grant-date fair value $181,979; 11,928 RSUs on May 21, 2024 |
| Directors Deferral Plan | Optional deferral of cash and RSU settlements into deferred stock units; settlement at set dates/termination/change in control; administered by Compensation Committee | Available (no individual deferral election disclosed) |
Performance Compensation
| Performance-linked elements in director pay | Structure | FY2024 Application |
|---|---|---|
| None disclosed for non-employee directors | Director equity is time-based RSUs; no performance metrics tied to director compensation | Not applicable |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict noted by CERT |
|---|---|---|---|
| Theravance Biopharma | Public | Director | No CERT-related party transaction disclosed; CERT maintains related persons transaction policy |
| CluePoints | Private | Chairman | No CERT-related party transaction disclosed |
| Thirty Madison | Private | Chairman | No CERT-related party transaction disclosed |
| MIT Corporation; AFOUI; AJC | Non-profit/academic | Governance roles | Not related to CERT commercial dealings |
Expertise & Qualifications
- Deep healthcare operator experience (CEO/chair Syneos/inVentiv; private equity partner/operating roles) and capital markets insight .
- Board-level governance: chairs Nominating & Corporate Governance; member Audit Committee .
- Education: MIT (B.S.), Stanford (M.S.), Harvard Business School (MBA) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 28, 2025) | 34,951 shares; includes shares acquirable within 60 days |
| RSUs vesting within 60 days (directors) | 11,928 RSUs vest on earlier of 1‑year post grant or next annual meeting |
| Ownership % of outstanding | ≈0.022% (34,951 / 161,475,707) calculated from cited figures |
| Hedging/pledging | Hedging prohibited; pledging only with pre-clearance from General Counsel |
| Director ownership guidelines | 5x annual cash retainer; 5-year compliance window; retain 100% of net shares until compliant |
| Compliance status (as of Feb 1, 2025) | All covered persons compliant allowing for initial period; NEOs met thresholds; directors expected to meet within window |
Governance Assessment
- Committee leadership: As Nominating & Governance Chair and Audit member, Broshy is positioned to influence board composition, ESG oversight, and audit/cyber risk supervision—roles that support board effectiveness if executed with robust independence and engagement .
- Independence and attendance: Board affirmed independence for committee service; directors met ≥75% attendance; Audit and Nominating committees met 8 and 7 times respectively in FY2024, indicating active governance cadence .
- Investor signal: 2025 election results show a materially higher “Withhold” vote for Broshy (44.5M) versus peers, suggesting targeted shareholder scrutiny; engagement to address concerns (e.g., clarity on governance priorities or perceived conflicts) would bolster investor confidence .
- Conflicts/related party: No related-party transactions disclosed involving Broshy; CERT enforces a related persons transaction policy with recusal requirements; Arsenal nomination rights apply to two other directors (McLean, Spaight), not Broshy .
- Compensation alignment: Director pay mix is standard (cash + time-based RSUs) with ownership requirements and anti‑hedging policy—supportive of alignment; absence of meeting fees reduces short-term incentives .
- Say-on-Pay support (context): High support for NEO pay in 2025 (139.1M For vs 6.7M Against), reflecting broader investor approval of compensation framework; not directly about directors but informs governance sentiment at CERT .
RED FLAGS: Elevated “Withhold” vote relative to classmates in 2025 election . Monitor for any perception of overboarding or overlapping healthcare affiliations; maintain rigorous recusal on potential conflicts per policy . Ensure continued compliance with anti‑hedging/pledging controls .
Appendix – Program References
- Director compensation program details (cash and equity; deferral plan; vesting) .
- Board structure (classified board; committee membership; meeting counts) .
- Independence determinations (including Audit and Compensation committee rules) .
- Insider trading policy and clawback policy (scope and triggers) .
- Stock ownership table and methodology (as of Mar 28, 2025) .
- 2025 Annual Meeting voting outcomes (directors, auditor, Say‑on‑Pay) .