Rosemary Crane
CertaraAbout Rosemary Crane
Independent director of Certara (Class III; term expires 2026). Age 65; director since 2022. Former CEO and senior pharmaceutical executive with an MBA from Kent State University and a BA from SUNY; extensive commercialization and global marketing experience at Johnson & Johnson and Bristol‑Myers Squibb .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | Various roles incl. President, U.S. Primary Care; President, Global Marketing & Consumer Products | 1982–2002 | Led commercial and global marketing operations |
| Johnson & Johnson | EVP Global Marketing (Pharma); Group Chairman, Consumer, Specialty Pharma & Nutritionals; Group Chairman, OTC & Nutritional | 2002–2008 | Oversaw major consumer and pharma categories |
| Epocrates Inc. | President & CEO | 2008–2011 | Scaled digital health platform |
| Appletree Partners | Head of Commercialization & Partner | 2011–2013 | Commercial strategy across portfolio |
| MELA Sciences, Inc. | President & CEO | 2013–2014 | Led turnaround of medical device company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teva Pharmaceutical Industries Ltd. | Director (public company) | Current | Generics and biopharmaceuticals |
| Catalent Pharma Solutions, Inc. | Director | 2018–Jan 2024 | Prior service; potential interlock with CERT director Matthew Walsh, former Catalent CFO (2008–2018) |
| Zealand Pharma A/S | Vice Chairman of the Board | 2015–2019 | Public biopharma board experience |
| Edge Therapeutics | Director | 2017–Mar 2019 | Neuro-focused biotech governance |
Board Governance
- Independence: Board determined Ms. Crane is independent under Nasdaq and SEC rules; independent for Compensation Committee service under Exchange Act Rule 10C‑1 .
- Committee assignments: Compensation Committee member; Compensation Committee chaired by Nancy Killefer .
- Board structure: Classified board; Ms. Crane is Class III, term expires at 2026 annual meeting .
- Attendance: Board held six meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served; all nine directors attended the 2024 annual meeting .
- Stock ownership guidelines: Non‑employee directors must hold at least 5× annual cash retainer within five years; until met, must retain 100% of net shares from equity awards .
- Insider trading, hedging/pledging: Hedging prohibited; pledging requires pre‑clearance from General Counsel .
- Say‑on‑Pay signal: 2024 say‑on‑pay received 94.8% approval; Compensation Committee retained Meridian as independent consultant in Nov 2024 after Korn Ferry; independence assessed with no conflicts .
Fixed Compensation
| Component (FY2024) | Amount | Details |
|---|---|---|
| Annual cash retainer (director) | $50,000 | Pro‑rated for partial year; chair has separate rate |
| Compensation Committee member fee | $7,500 | Member (not chair) |
| Total cash fees (Crane) | $57,500 | Fees earned or paid in cash |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant Value (Fair Value) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | May 21, 2024 | 11,928 RSUs | $181,979 | Vests on earlier of one‑year anniversary or next annual meeting; settled in stock or, at Committee’s election, cash | Program target value $200,000; sized using 30‑day VWAP prior to grant |
| Deferred RSUs (2023 award) | 2023 | 8,663 RSUs | — | Deferred until Jan 2, 2025 | Director Deferral Plan election |
| Deferred RSUs (2022 award) | 2022 | 9,324 RSUs | — | Deferred until departure from Board | Director Deferral Plan election |
Performance metrics for director equity: None; director RSUs are time‑based (no performance conditions) .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict |
|---|---|---|
| Catalent Pharma Solutions, Inc. | Ms. Crane served as director (2018–Jan 2024) | Matthew Walsh (CERT Audit Chair) was Catalent CFO (2008–2018), indicating historical network interlock; not a related‑party transaction, but relevant for information flow |
| Arsenal Capital Partners influence | Stockholders Agreement grants Arsenal nomination rights and committee seats; Arsenal‑affiliated director David Spaight sits on Compensation Committee | Sponsor influence risk on compensation and governance due to mandated committee representation while ownership thresholds are met |
Expertise & Qualifications
- Senior leadership across pharma, consumer health, and digital health; CEO experience at Epocrates and MELA; commercialization expertise at Appletree .
- Education: MBA (Kent State), BA (SUNY) .
- Public company governance experience: Teva (current), Catalent (prior), Zealand Pharma (prior), Edge Therapeutics (prior) .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding as of Dec 31, 2024 | Each non‑employee director held 11,928 RSUs (Crane included) |
| Ownership guidelines | 5× annual cash retainer; 5‑year compliance window; must retain 100% of net shares until met |
| Hedging/pledging policy | Hedging prohibited; pledging requires pre‑clearance |
| Deferral elections | Ms. Crane deferred 2022 and 2023 annual RSUs as noted above |
Governance Assessment
- Strengths: Independent director; active Compensation Committee member; strong meeting attendance; robust anti‑hedging/pledging policy; director ownership guideline promotes alignment; high 2024 say‑on‑pay support; independent compensation consultant retained by the Compensation Committee .
- Potential red flags: Private‑equity sponsor (Arsenal) holds board nomination rights and guaranteed Compensation/Nominating committee seats while threshold ownership persists—one Arsenal‑affiliated director sits on Compensation Committee alongside Ms. Crane, which can present perceived influence risk on pay decisions; oversight mitigated by independence requirements and recusal policy for related‑person transactions .
- Alignment considerations: Director RSUs can be settled in cash at Committee’s discretion, which could modestly reduce equity accumulation versus mandatory stock settlement; Ms. Crane’s use of deferral elections increases equity exposure over time .
Overall, Ms. Crane brings deep pharma commercialization and board experience with solid independence and attendance; monitor sponsor committee rights and any cash settlement of director equity for signals affecting investor alignment .