Matthew Walsh
CertaraAbout Matthew Walsh
Matthew Walsh, age 58, is an independent director of Certara (since 2020) and serves as Chair of the Audit Committee. He is Executive Vice President and CFO of Organon & Co. (since June 2020), and previously was CFO of Allergan (2018–2020), CFO of Catalent (2008–2018), and President/CFO/Acting CEO of Escala Group (2006–2008). He was affirmatively determined independent under Nasdaq/SEC rules, qualifies as an “audit committee financial expert,” and met the company’s attendance threshold in 2024 (≥75% of board and committee meetings; all directors attended the 2024 Annual Meeting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Organon & Co. | EVP & Chief Financial Officer | June 2020–present | Finance leadership at global pharma; current executive role |
| Allergan plc | EVP & Chief Financial Officer | 2018–2020 | Led finance through company sale to AbbVie |
| Catalent, Inc. | Chief Financial Officer | 2008–2018 | Finance leadership at life sciences CDMO |
| Escala Group, Inc. | President, CFO & Acting CEO | 2006–2008 | Senior operating executive responsibilities |
External Roles
| Organization | Role | Public Company Directorships | Notes |
|---|---|---|---|
| Organon & Co. | EVP & Chief Financial Officer | None | Walsh holds no current public company directorships; executive-only role |
Board Governance
- Board class and tenure: Class II director; nominated for re-election at the 2025 Annual Meeting for a term expiring at the 2028 Annual Meeting. Director since 2020.
- Independence: Board determined Walsh is independent under Nasdaq/SEC rules and Rule 10A-3 (Audit Committee).
- Committee assignments: Audit Committee Chair (8 meetings in FY2024). Committee members: Walsh (Chair), Eran Broshy, Cynthia Collins, John Reynders.
- Audit expertise: Designated “audit committee financial expert” by the Board.
- Attendance: The Board held 6 meetings in FY2024; each director attended ≥75% of combined Board and committee meetings; all nine directors attended the 2024 Annual Meeting.
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Program terms for FY2024 |
| Audit Committee Chair fee | $20,000 | Program terms for FY2024 |
| Total fees earned (cash) | $70,000 | Walsh actual for FY2024 |
Performance Compensation
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Director RSUs | May 21, 2024 | 11,928 | 181,979 | Vest on earlier of one-year anniversary or next annual stockholder meeting; settled in stock or, at Committee’s discretion, cash |
Director equity is time-based (RSUs); no performance-linked metrics are used for director compensation.
Other Directorships & Interlocks
- Current public company directorships: None.
- Potential interlocks/related-party exposure: No Walsh-specific related party transactions disclosed in the proxy; principal stockholder (Arsenal) nomination rights noted, but not related to Walsh’s independence or committee service.
Expertise & Qualifications
- Deep finance and accounting expertise across large-cap pharma and life sciences services; designated audit committee financial expert (SEC definition).
- Executive leadership and transaction experience (Allergan sale to AbbVie; extended CFO tenure at Catalent).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 197,559 | As of March 28, 2025 |
| Shares outstanding (CERT) | 161,475,707 | As of March 28, 2025 |
| Ownership as % of shares outstanding | ~0.12% | Derived from disclosed shares and total outstanding; proxy shows “<1%” |
| Unvested restricted stock | 29,120 | As disclosed in footnotes |
| Director RSUs vesting within 60 days | 11,928 | Standard annual director RSUs |
| Director stock ownership guidelines | 5× annual cash retainer; 5-year window to comply; retain 100% of net shares until compliant | Non-employee director policy |
| Hedging/pledging policy | Hedging prohibited; pledging requires pre-clearance from General Counsel | Applies to directors |
Governance Assessment
- Effectiveness signals: Independent audit chair with SEC “financial expert” designation; strong meeting engagement (≥75% attendance); audit committee met 8 times in FY2024.
- Alignment: Standard director pay mix (cash + time-based RSUs); annual RSU grant aligned to service period; ownership guidelines promote “skin in the game.”
- Conflicts/RED FLAGS: No Walsh-specific related party transactions disclosed; hedging prohibited and pledging restricted. Walsh holds no other public board seats, reducing interlock risk. RED FLAGS: None disclosed.
Compensation Committee context: The committee (Killefer—Chair, Cashman, Crane, Spaight) retained Meridian (Nov 15, 2024) as independent consultant; Say-on-Pay (executives) received 94.8% approval in 2024—supportive governance backdrop (not director-specific but relevant to overall board oversight).