Nancy Killefer - Director | Certara (CERT) Executive Profile & Compensation

About Nancy Killefer

Nancy Killefer, 71, is an independent Class I director at Certara, serving since 2021. She chairs the Compensation Committee and is a member of the Nominating & Corporate Governance Committee. Killefer is a former Senior Partner at McKinsey & Company and previously served as Assistant Secretary for Management, CFO and COO of the U.S. Department of the Treasury. She also serves on the boards of Cardinal Health, Inc. and Meta Platforms, Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
McKinsey & Company	Senior Partner; Director, Washington DC office; Managing Partner, Public Sector Practice	Not disclosed	Leadership of public sector practice; senior firm leadership
U.S. Department of the Treasury	Assistant Secretary for Management; CFO; COO	1997–2000 (3 years)	Federal financial and operational leadership

External Roles

Organization	Role	Notes
Cardinal Health, Inc.	Director	Current public company directorship
Meta Platforms, Inc.	Director	Current public company directorship

Board Governance

Board classification/tenure: Class I; term expires at the 2027 annual meeting. Director since 2021.
Independence: Board determined Killefer is independent under Nasdaq and SEC rules; qualified for Compensation Committee service under Exchange Act Rule 10C-1.
Committee assignments and cadence (FY2024):
- Compensation Committee: Chair; 11 meetings (includes one joint session).
- Nominating & Corporate Governance: Member; 7 meetings (includes one joint session).
Attendance and engagement: Each director attended at least 75% of combined Board and committee meetings in FY2024; all nine then-current directors attended the 2024 annual meeting.
Compensation Committee leadership: Signed the Compensation Committee Report as Chair.

Fixed Compensation

Component (FY2024)	Amount	Notes
Annual cash retainer (non-employee directors)	$50,000	Standard cash retainer
Compensation Committee Chair fee	$15,000	Committee chair retainer
Nominating & Corporate Governance Committee member fee	$5,000	Committee member retainer
Total cash actually earned (Killefer)	$70,000	Sum of retainers earned in FY2024

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting/Settlement
Annual RSU grant (Director)	May 21, 2024	11,928 RSUs	$181,979	Vest on earlier of one-year anniversary or next annual meeting; settled in stock or, at Committee discretion, in cash

Structure: Non-employee director equity is time-based; no performance metrics are attached to director RSUs.

Other Directorships & Interlocks

Company	Role	Potential Interlocks/Conflicts Noted by CERT
Cardinal Health, Inc.	Director	None disclosed in CERT proxy
Meta Platforms, Inc.	Director	None disclosed in CERT proxy

Related-person transaction controls: CERT has a written related person transaction policy requiring disclosure, review and approval; directors must recuse where interested. The proxy’s related party section does not describe any transactions involving Killefer.

Expertise & Qualifications

Senior leadership and governance: Former Senior Partner at McKinsey (DC office leader; Public Sector Managing Partner) with extensive leadership and consulting expertise.
Public sector finance/operations: Former Assistant Secretary for Management, CFO and COO at U.S. Treasury.
Public company board experience: Director at Cardinal Health and Meta Platforms.

Equity Ownership

Holder	Total Beneficial Ownership (Shares)	Percent of Outstanding	Notes / Within 60 Days Conversions
Nancy Killefer	36,089	*	Includes 11,928 RSUs vesting within 60 days of Mar 28, 2025; “*” denotes <1%

Director stock ownership guidelines: Non-employee directors must hold CERT shares equal to 5x the annual cash retainer within 5 years; until met, must retain 100% of net shares from equity grants. All current non-employee directors joined within the last five years and are expected to meet targets within the period.
Compliance status: As of Feb 1, 2025, all “Covered Persons” were in compliance (allowing for the initial compliance period).
Hedging/pledging: Hedging prohibited; pledging requires pre-clearance from General Counsel. No pledging by Killefer is disclosed.

Governance Assessment

Strengths and positive signals
- Independent director; Compensation Committee Chair; active meeting cadence (11 Comp; 7 N&CG in FY2024).
- Shareholder alignment: Director pay weighted to equity (time-based RSUs), stock ownership guidelines (5x retainer), and strict hedging restrictions.
- Shareholder feedback: Say‑on‑pay support at the 2024 annual meeting was 94.8%; the Committee made no material program changes for 2024, reflecting strong investor support.
- Independent advice: Compensation Committee retained Meridian in Nov 2024 and assessed the consultant’s independence (no conflicts).
- Attendance: Met minimum attendance thresholds; attended 2024 annual meeting.
Potential watch items
- External commitments: Concurrent directorships at Meta Platforms and Cardinal Health increase time demands; however, the proxy confirms minimum attendance compliance in FY2024.
- Ownership target timing: Directors have five years to reach 5x retainer; ongoing monitoring warranted until full guideline attainment.
Conflicts/related-party exposure
- The proxy discusses Arsenal’s nomination rights and registration rights, but does not attribute any related-person transactions to Killefer. CERT’s related-person transaction policy requires disclosure and approval, with recusals for interested directors.
Policy backbone
- Insider trading/hedging policy and pre-clearance for pledging underscore alignment and risk control.
- Compensation recovery (clawback) policy (Dodd-Frank compliant) enhances accountability (primarily executive-focused but overseen by the Board).
Committee process rigor
- As Chair, Killefer oversees benchmarking, incentive design (revenue/Adjusted EBITDA emphasis), and program cost considerations consistent with Topic 718.
Director compensation snapshot (FY2024):
- Cash: $70,000; Equity grant: $181,979; Total: $251,979.
No 8‑K‑disclosed departures/elections related to Killefer were identified in this proxy.

Overall: Killefer’s independence, committee leadership, strong say‑on‑pay outcome, and alignment policies (equity-heavy director pay, ownership guidelines, hedging prohibition) support investor confidence, with standard monitoring of external time commitments and guideline attainment.