Stephen McLean
CertaraAbout Stephen McLean
Stephen McLean (age 67) is a Class III independent director of Certara, serving on the Board since 2013; his current term expires at the 2026 annual meeting . He is a Partner at Arsenal Capital Partners (since 2010) with a long history founding and investing in healthcare and life sciences companies, and previously co‑founded Merrill Lynch Capital Partners in 1984 . He currently serves on Certara’s Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arsenal Capital Partners | Partner | 2010–present | Healthcare PE investor; director designations at CERT via shareholder agreement |
| Merrill Lynch Capital Partners | Co‑founder | From 1984 | Built PE platform; financings and governance experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| WCG Clinical | Director | Private | Clinical services to pharma; potential industry adjacency |
| CellCarta | Director | Private | Specialized research services in immunology/oncology |
| 3DR Labs (previously Accumen, Inc.) | Director | Private | Technology‑enabled solutions for hospital imaging |
| International Biomedical Research Alliance | Co‑founder & Chairman | Non‑profit | NIH/Oxford/Cambridge collaboration |
| Current public company boards | — | None | — |
Board Governance
- Independence: Board determined Mr. McLean is independent under Nasdaq and SEC rules (including for committee service) .
- Board class/tenure: Class III; term expires 2026 .
- Committee assignment: Nominating & Corporate Governance Committee member (7 meetings in FY2024; one was joint with Compensation) .
- Attendance: Each director attended ≥75% of combined Board and committee meetings; Board held six meetings in FY2024; all nine then‑current directors attended the 2024 annual meeting .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director |
| Board Class | Class III; term expires 2026 |
| Committees | Nominating & Corporate Governance (member) |
| FY2024 Board Meetings | 6; directors met ≥75% attendance threshold |
| 2024 Annual Meeting Attendance | All nine then‑current directors attended |
Fixed Compensation
- McLean and Spaight waived the non‑employee director compensation plan; as employees of an Institutional Stockholder they do not receive cash or stock retainers for Board service .
- Director compensation program (for others): $50,000 annual cash retainer ($125,000 for Chair), plus committee fees and $200,000 annual RSU grant (time‑based) .
| Name (FY2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stephen McLean | — | — | — |
Notes:
- Waiver of director compensation confirmed in the compensation plan and table footnotes .
Performance Compensation
- Directors (other than Messrs. McLean and Spaight) receive time‑based RSUs that vest at the earlier of one year from grant or next annual meeting; no director performance metrics disclosed or tied to director compensation .
- McLean: no RSUs or performance awards due to compensation waiver .
| Performance Metric | Applies to McLean (Director) | Program Detail |
|---|---|---|
| TSR, revenue, EBITDA targets | No | Director equity is time‑based RSUs for other non‑employee directors; not performance‑based |
| Director equity grant (annual) | Waived | Others: $200,000 RSUs, pro‑rated for service |
Other Directorships & Interlocks
- Public Boards: None .
- Significant stockholder nomination rights: Arsenal has rights to nominate two directors (reduced to one at <12% ownership), and requires one nominee on Nominating & Corporate Governance and one on Compensation while it holds two seats; Board must include Arsenal nominees on the company slate and provide equal support . McLean was designated to continue as a Class III director following the EQT/Arsenal transaction .
- Registration rights: Arsenal has demand and underwritten registration rights; company shares certain expenses and provides indemnification under the Registration Rights Agreement .
Expertise & Qualifications
- Deep healthcare and life sciences investing background, founding and leading multiple companies and PE platforms .
- Finance and capital markets experience; governance roles across private boards in clinical services and research tools .
- Qualifications cited by Certara: insight into healthcare and finance; fit for public company board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Stephen McLean | 42,000 | ~0.03% (42,000 / 161,475,707) | No RSUs held; compensation waived |
Additional alignment/risk details:
- Stock ownership guidelines: Non‑employee directors must hold 5× annual cash retainer, but Messrs. McLean and Spaight are not Covered Persons due to status with an Institutional Stockholder and do not receive director retainers .
- Hedging/pledging: Company prohibits hedging and requires pre‑clearance for any pledging; directors may not purchase on margin or pledge without General Counsel approval .
Governance Assessment
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Strengths:
- Independent status confirmed despite shareholder affiliation; sits on governance committee, which oversees ESG and board evaluations .
- Compensation waiver removes potential pay‑related conflicts and ties alignment primarily to share ownership and shareholder representation .
- Robust company policies on hedging/pledging and a clawback policy enhance investor protection .
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Potential concerns and monitoring items:
- Arsenal nomination and committee seat rights can concentrate influence; McLean’s designation reflects these rights. While the Board includes him as independent, investors should monitor committee decisions for impartiality and related‑party oversight .
- Registration rights for Arsenal and the Stockholders Agreement create ongoing related‑party exposure; ensure strict application of the related persons transaction policy and recusals where appropriate .
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Engagement and attendance:
- Board met six times in FY2024; directors met ≥75% attendance threshold, and all nine then‑current directors attended the 2024 annual meeting—signals engagement .
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Say‑on‑Pay context:
- NEO compensation received 94.8% approval at the 2024 annual meeting, indicating broad investor support for the company’s compensation governance framework .
Overall, McLean’s independence determination and compensation waiver are positives, but Arsenal’s governance rights warrant ongoing oversight to ensure Board and committee decisions remain fully aligned with all shareholders, with consistent application of related‑party and conflict policies .