John Reynders
CertaraAbout John Reynders
John Reynders, PhD (age 60) is an independent director of Certara, Inc. since 2024 and serves on the Audit Committee. He brings senior leadership experience across biotech and pharma in data sciences, informatics, and AI; education includes a BS in mathematics (RPI), PhD in applied & computational mathematics (Princeton), and MBA (Northwestern Kellogg) . The Board has affirmatively determined he is independent under Nasdaq and SEC rules, including Rule 10A‑3 for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iaso Ventures | Chief Data Scientist & Venture Partner | Not disclosed | Biodigital innovation for life sciences |
| Latent Strategies, LLC | Founder & CEO | Not disclosed | EdTech start-up combining AI and game design for financial literacy |
| Neumora Therapeutics | Chief Data Sciences Officer | Not disclosed | Precision medicines for brain diseases |
| Alexion | VP, Data Sciences, Genomics & Bioinformatics | Not disclosed | Built data science solutions across R&D, commercial, BD |
| Moderna Therapeutics | Founding CIO | Not disclosed | Built fully cloud-based biotech; informatics enabling mRNA design |
| AstraZeneca | VP, R&D Information | Not disclosed | Informatics leadership |
| Johnson & Johnson | VP roles incl. Integrative Neuroscience & Biomarkers; Head of Informatics; VP Pharma R&D IT | Not disclosed | Neuroscience biomarkers; IT/informatics leadership |
| Lilly Research Laboratories | Information Officer | Not disclosed | IT/Information leadership |
| Celera Genomics | VP of Informatics | Not disclosed | Informatics leadership |
| Los Alamos National Laboratory | Director & Program Manager | Not disclosed | Scientific program management |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | Current public company directorships: None |
Board Governance
- Board structure: Classified into three classes with staggered three-year terms; Class II includes Reynders, with term up for election at the 2025 meeting and nominated for a term expiring at the 2028 annual meeting if elected .
- Independence: Board determined Reynders is independent under company guidelines and Nasdaq/SEC, including Audit Committee independence (Rule 10A‑3) .
- Committees: Audit Committee member (Chair: Matthew Walsh; other members: Eran Broshy, Cynthia Collins, John Reynders). Audit met 8 times in fiscal 2024 .
- Attendance: In 2024, each director attended at least 75% of combined Board and applicable committee meetings; all nine then-current directors attended the 2024 annual meeting .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Pro-rated for partial year |
| Audit Committee (member) | $10,000 | Annual cash retainer fee |
| Audit Committee (chair) | $20,000 | Not applicable to Reynders |
| Annual RSU grant (non-employee director) | $200,000 | Pro-rated for partial year; vests at earlier of 1-year from grant or next annual meeting; settled in stock or, at Compensation Committee’s election, cash |
| 2024 Director Compensation (John Reynders) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $12,554 |
| Stock awards (grant date fair value) | $120,144 |
| Total | $132,698 |
Performance Compensation
- Non-employee director compensation uses time-based RSUs; no performance-based awards or metrics (e.g., TSR, EBITDA, ESG goals) are disclosed for directors .
- 2024 RSU grant for Reynders: Pro-rated for service starting October 16, 2024; granted 10,709 RSUs, vesting on the earlier of one-year from grant or next annual meeting; settlement in stock or at Committee’s discretion in cash .
Other Directorships & Interlocks
- Current public company boards: None (no interlocks disclosed) .
Expertise & Qualifications
- Deep experience in data sciences, genomics, bioinformatics, cloud informatics, and AI in biopharma across Moderna, Alexion, AstraZeneca, J&J, Lilly, Celera; scientific program leadership at Los Alamos .
- Education: BS—RPI; PhD—Princeton; MBA—Northwestern Kellogg .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John Reynders | 10,708 | <1% | Includes RSUs vestable within 60 days as of March 28, 2025; shares outstanding: 161,475,707 |
- As of December 31, 2024, Reynders held 10,709 RSUs (grant described above). The beneficial ownership table counts 10,708 RSUs vestable within 60 days; one-share difference reflects vesting timing per proxy footnotes .
- Stock ownership guidelines: Non-employee directors must hold at least five times annual cash retainer within five years; until compliant, must retain 100% of net shares from grants. As of Feb 1, 2025, Covered Persons were in compliance allowing for the initial compliance period; directors are within the five-year window to meet targets .
- Hedging/short selling prohibited; pledging/margin requires prior General Counsel approval (not guaranteed) .
Governance Assessment
- Strengths: Independence affirmed (including Audit Committee eligibility); relevant data/AI and biopharma informatics expertise aligned with Certara’s biosimulation and MIDD strategy; active Audit Committee participation; attendance commitment met (≥75%) .
- Alignment: RSU-based equity grants and ownership guidelines support alignment; director deferral plan available to increase equity exposure .
- Potential Red Flags:
- Minimal personal ownership (<1%) typical for newer directors but offers limited “skin in the game” near term; guideline compliance remains within five-year window .
- Classified board structure and Arsenal nomination rights may reduce near-term board turnover flexibility and introduce sponsor influence (not specific to Reynders, but relevant to overall board dynamics) .
- Conflicts/Related Party Exposure: No related party transactions disclosed involving Reynders; related party sections address Arsenal agreements generally; directors must recuse if interested in any related-person transaction .
Director Compensation Program Details
| Element | Structure | Vesting/Settlement |
|---|---|---|
| Annual equity (RSUs) | $200,000 value; VWAP-based share count (30-day pre‑meeting VWAP for 2024) | Vests at earlier of one-year from grant or next annual meeting; settled in stock or cash at Committee’s discretion |
| Deferral plan | Directors may defer cash and RSU settlements in 25% increments into deferred stock units | Settlement: first business day in year following deferral year; upon Board departure; or earlier of the two; single lump or up to 15 annual installments; accelerates on Change in Control or death |
Board Committee Work (Audit)
- Audit responsibilities include financial reporting oversight, auditor independence, internal audit performance, and risk oversight including IT security and cybersecurity; all Audit members are independent; Walsh designated “audit committee financial expert” .
- 2025 Audit Committee report recommended inclusion of audited 2024 financials in the Annual Report and appointed RSM as independent auditor for FY2025 (subject to stockholder ratification) .
Notes on 2024 Director Grants
| Director | RSUs Granted 5/21/2024 | Grant FV ($) | Vesting |
|---|---|---|---|
| Cashman, Broshy, Collins, Crane, Killefer, Walsh | 11,928 | 181,979 | Earlier of 1-year or next annual meeting; stock or cash settlement |
| Reynders | 10,709 (pro-rated, service starting 10/16/2024) | 120,144 | Earlier of 1-year or next annual meeting; stock or cash settlement |
Under beneficial ownership counting rules, RSUs/PSUs vestable within 60 days are included; for Reynders this was 10,708 shares as of March 28, 2025 .
Compliance Policies (Alignment/Risk)
- Stock Ownership & Retention: Five-year compliance window; retain 100% of net shares until threshold met; as of Feb 1, 2025, Covered Persons compliant for initial period .
- Insider Trading: Prohibits hedging/short sales; pledging/margin requires prior GC pre-clearance .
- Code of Conduct: Applies to directors; material changes/waivers disclosed on website .
Attendance & Engagement
| 2024 Meetings | Count | Attendance |
|---|---|---|
| Board | 6 | Each director attended ≥75% of combined Board + committee meetings; all nine attended 2024 annual meeting |
| Audit Committee | 8 | Reynders member; Chair: Walsh |
Other Directorships & Interlocks
- None disclosed for Reynders (current public company boards) .
Summary Signals for Investors
- Governance quality supported by independence and relevant domain expertise; active Audit involvement is a positive for financial oversight .
- Equity alignment mechanisms exist, though current ownership is small given recent appointment; monitor progress toward 5x-retainer guideline over the five-year window .
- Broader board dynamics include sponsor nomination rights (Arsenal) and classified board, which can temper responsiveness to shareholder campaigns; not attributable to Reynders individually but relevant to overall governance risk assessment .