James Cashman
CertaraAbout James Cashman
James Cashman III, age 71, is an independent, non-employee director of Certara and has served on the board since 2018; he became Chairperson on December 1, 2021, with the CEO and chair roles separated at Certara . He previously served as CEO (2000–2016) and Chairman (2017–2019) of ANSYS, and earlier sat on the board of National Instruments; the board has affirmed his independence under Nasdaq and SEC rules, including Rule 10C-1 for Compensation Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ANSYS Inc. | CEO; Chairman | CEO: 2000–2016; Chair: 2017–2019 | Led engineering simulation software leader; governance leadership as chair |
| National Instruments Corp. | Director | Not disclosed | Prior board experience at test and instrumentation company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Cashman holds no current public company directorships |
Board Governance
- Board class and term: Class I director; current term expires at the 2027 annual meeting .
- Board leadership: Independent Chairperson; CEO and chair roles are separated to enhance oversight .
- Independence: Board determined Cashman is independent under Nasdaq and SEC rules; independent for Compensation Committee service (Rule 10C-1) .
- Committees: Member, Compensation Committee; Member, Nominating and Corporate Governance Committee .
- Attendance: Board met six times in FY2024; each director attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Committee activity (FY2024 meetings): Compensation (11, incl. one joint); Nominating & Corporate Governance (7); Audit (8). Cashman served on Compensation and Nominating committees (not chair) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer – Chair (inclusive of base director retainer) | $125,000 | Chair premium structure |
| Compensation Committee member fee | $7,500 | Member fee (non-chair) |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member fee (non-chair) |
| Total cash fees earned | $137,500 | Matches director compensation table |
| Annual RSU grant (grant-date fair value) | $181,979 | 11,928 RSUs granted May 21, 2024; vests on earlier of one-year anniversary or next annual meeting; settled in stock or, at committee’s election, in cash |
| Total FY2024 director compensation | $319,479 | Sum of fees and stock awards |
- Directors Deferral Plan available: non-employee directors may defer cash fees and RSU settlements into deferred stock units, settled upon schedule, board departure, death, or change in control; overseen by the Compensation Committee .
Performance Compensation
- Directors receive time-based RSUs; no director PSUs, options, or performance metrics apply to director equity at Certara. Annual director RSUs vest on timing conditions (one year or next annual meeting) rather than operating performance .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior boards | ANSYS (CEO/Chair), National Instruments (director) |
| Sponsor influence | Arsenal Capital Partners holds nomination rights under a Stockholders Agreement and designates two directors; those nominees must be included on the slate and occupy committee seats (Compensation and Nominating) while rights persist, potentially shaping committee dynamics. Cashman is not an Arsenal nominee . |
Expertise & Qualifications
- Technology, financial operations, and sales management expertise; extensive CEO/chair experience at ANSYS .
- Board-level governance and ethics capabilities reflected in Certara’s skills matrix (corporate governance/ethics, M&A, investor relations among emphasized board skills) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| James Cashman III | 468,440 | <1% | Includes 11,928 director RSUs vesting within 60 days of Mar 28, 2025 under director grant schedule; director RSU vesting aligns with annual meeting cadence . |
- Ownership guidelines: Non-employee directors must hold at least 5x the annual cash retainer (excluding committee retainers) within five years; until compliant, directors must retain 100% of net shares from equity awards. As of Feb 1, 2025, all Covered Persons (including non-employee directors) were in compliance, allowing for the initial compliance period .
- Hedging/pledging: Hedging prohibited; pledging requires pre-clearance by General Counsel; margin purchases prohibited without pre-clearance .
Insider Trades
| Filing date | Form | Summary | Source |
|---|---|---|---|
| May 22, 2025 | Form 4 | Filing reflects director equity activity around the 2025 annual meeting date (consistent with annual RSU vesting timing) | |
| May 23, 2024 | Form 4 | Director RSU grant/updates around 2024 annual meeting timing (11,928 RSUs granted to non-employee directors) |
Note: Annual director RSU grants and vesting schedules are detailed in the proxy; settlement may occur in stock or, at the Compensation Committee’s election, in cash .
Governance Assessment
- Strengths: Independent Chair with separated CEO/chair roles, supporting oversight; confirmed independence for committee service; regular committee self-assessments; clear ownership guidelines with compliance; prohibition on hedging/pledging enhances alignment; strong attendance and robust committee cadence in FY2024 .
- Compensation alignment: Director pay structure balances cash retainer and time-based RSUs; Chair cash premium ($125k) plus standard committee fees; RSUs ($200k target, $181,979 fair value) align director incentives with shareholder value without encouraging undue risk .
- Potential red flags/considerations: Sponsor rights (Arsenal) to nominate directors and mandate committee seats can influence Compensation and Nominating committee composition; while common in sponsor-backed companies, investors should monitor for independence and potential conflicts in committee decisions. Cashman is independent and not a sponsor nominee, but committee dynamics may be affected by sponsor representation .
- Shareholder signals: 2024 say-on-pay support for NEO compensation (94.8% of votes cast) indicates broad investor approval of compensation philosophy and oversight; while focused on executives, it signals governance confidence more broadly .
Appendix: Committee Memberships and Meetings (FY2024)
| Committee | Role | Meetings |
|---|---|---|
| Compensation | Member (Chair: Nancy Killefer) | 11 (incl. one joint with Nominating) |
| Nominating & Corporate Governance | Member (Chair: Eran Broshy) | 7 (incl. one joint) |
| Audit | Not a member (Chair: Matthew Walsh) | 8 |