William Feehery
CertaraAbout William Feehery
William F. Feehery, age 55, has served as Certara’s Chief Executive Officer since June 2019 and as a director since 2019. He holds a Ph.D. in chemical engineering and an MBA from MIT, was a Churchill Scholar at Cambridge University, and received a BSE in chemical engineering from the University of Pennsylvania; he previously led DuPont’s Industrial Biosciences (2013–2019) and worked in venture capital and BCG consulting . Under his leadership, 2024 revenue grew 9% to $385.1 million, and adjusted EBITDA was $122.0 million; Pay‑Versus‑Performance disclosure shows CEO “compensation actually paid” of $2.04 million alongside a company TSR index value of $27.97 in 2024 and adjusted EBITDA of $122.0 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Certara, Inc. | Chief Executive Officer | Jun 2019–present | Led growth initiatives in biosimulation and MIDD; multi‑year equity design emphasizing revenue and adjusted EBITDA |
| DuPont (Industrial Biosciences) | President | 2013–2019 | Business experienced significant growth and profitability under his leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| West Pharmaceutical Services, Inc. | Director | Current | Public‑company board; relevant to pharma/biotech supply chain |
| Winston Churchill Foundation of the United States | Trustee | Current | Non‑profit governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 795,675 | 795,675 | 795,675 |
| Target Bonus (% of base) | — | — | 100% |
| Actual Annual Incentive (AIB) Paid ($) | 543,048 | 509,232 | 588,799 |
| All Other Compensation ($) | 12,172 | 19,825 | 19,825 |
| Total Compensation ($) | 6,234,325 | 7,810,028 | 7,219,615 |
Performance Compensation
Annual Incentive Bonus Plan (AIB) – Design and FY2024 Outcome
| Element | Weighting | Threshold/Scale | Outcome FY2024 | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (Company/division blended) | 80% | 50%–200% multiplier scale; no payout if company adj. EBITDA <90% of target | Company adjusted EBITDA achieved $122.0m (≥90% of target) | CEO multiplier 74.0%; bonus $588,799 |
| Revenue (Company/division blended) | 20% | 50%–150% multiplier scale | Revenue grew 9% to $385.1m | Included in blended 74.0% multiplier |
Notes:
- CEO and CFO multipliers use a blended average of business‑unit and company metrics (20% company / 80% blended division results) to incent “one Certara” performance .
- Committee made no discretionary changes to AIB payouts outside the framework .
Long‑Term Incentives (LTI) – FY2024 Grants and Structure
| Component | Grant Size | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs | 124,779 units | 3‑year, 1/3 annually on Apr 1, 2025/2026/2027 | Time‑based |
| PSUs (Target) | 187,168 units | 3‑year performance period FY2024–FY2026 | Two equal tranches: annual Revenue and annual adjusted EBITDA; weighted percentage 50%/100%/200%; subject to rTSR modifier (+20% above 75th percentile; −20% below 25th); automatic forfeiture if average adjusted EBITDA margin <20% over first two years |
Grant valuation reference:
- 2024 LTI value for CEO was $5,815,316 (731% of base salary); share counts determined off a $18.4326 VWAP input for sizing .
PSU historical payout context:
- 2022 PSU cycle paid at 27.3% weighted factor; CEO earned 29,960 shares on Apr 1, 2025 .
Equity Ownership & Alignment
Outstanding Awards at 12/31/2024 (CEO)
| Award Type | Quantity/Status | Market/Payout Value Basis |
|---|---|---|
| Unvested RSUs (2022 grant remaining) | 36,580 | Included in CIC valuation detail below |
| Unvested RSUs (2023 grant remaining) | 66,440 | Included in CIC valuation detail below |
| Unvested RSUs (2024 grant) | 124,779 | Included in CIC valuation detail below |
| Target PSUs outstanding (2022, 2023, 2024) | 109,740; 149,488; 187,168 | Performance‑vesting; subject to rTSR modifier and margin safeguard |
Hedging/pledging and ownership rules:
- Hedging prohibited; pledging requires pre‑clearance by General Counsel (who can deny for any reason) .
- Stock ownership guideline: CEO must hold ≥5x base salary; all NEOs were in compliance as of Feb 1, 2025 .
2024 Stock Vested and Realized Value
| Item | Shares Vested | Value Realized ($) |
|---|---|---|
| Restricted stock, PSUs, RSUs (aggregate) | 190,523 | 3,404,220 |
Vesting specifics:
- 59,799 PSUs vested Mar 5, 2024 at $18.88; 100,324 RSUs vested Apr 1, 2024 at $17.88; restricted stock tranches vested monthly through Aug 31, 2024 .
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | Effective May 14, 2019; CEO start date June 3, 2019 |
| Base salary | $795,675 (as of 12/31/2024) |
| Target bonus | 100% of base |
| Non‑compete / non‑solicit | During employment and for one year thereafter (employees/clients) |
| Severance (no cause / good reason) | 12 months base + 12 months target bonus, pro‑rata current‑year bonus, 12 months COBRA differential; subject to release and covenants |
| Change in control (CIC) treatment | Double‑trigger for RSUs/PSUs; CEO’s pre‑IPO converted restricted shares vest on CIC regardless of termination |
CIC Economics – Estimated at 12/31/2024
| Component | Amount ($) |
|---|---|
| Severance (12 months base + target) | 1,591,350 |
| Pro‑rata bonus | 588,799 |
| Unvested RSUs – full vest | 2,426,059 |
| Unvested PSUs – full vest (at stated basis) | 2,680,603 |
| Health insurance (COBRA differential) | 27,426 |
Clawback and gross‑ups:
- Dodd‑Frank compliant clawback adopted Oct 2, 2023; applies to incentive compensation tied to financial reporting measures over prior three completed fiscal years .
- No excise tax gross‑ups on CIC .
Board Governance
- Board service: Director since 2019; no committee memberships (management director) .
- Independence: Audit, Compensation, and Nominating committees consist entirely of independent directors; CEO not independent .
- Board leadership: Roles separated; James Cashman is independent Chair; CEO is not Chair, mitigating dual‑role risks .
- Meetings: Board met six times in 2024; each director attended ≥75% of combined Board and committee meetings; Audit 8, Compensation 11, Nominating 7 .
- Director compensation: Employee directors receive no additional pay for board service .
Compensation Committee and Shareholder Feedback
- Committee: Chair Nancy Killefer; members Cashman, Crane, Spaight; independent .
- Consultants: Korn Ferry (through Oct 21, 2024) transitioned to Meridian Compensation Partners on Nov 15, 2024; assessed as independent with no conflicts .
- Peer group: 2024 peer group of 15 companies spanning software, life sciences tools/services, health tech (e.g., Altair, Medpace, Qualys, Schrödinger, Repligen, SPS Commerce, etc.) .
- Pay positioning: Target total direct compensation aligned to at/above market median; majority of CEO pay is variable equity .
- Say‑on‑pay: 94.8% approval in 2024; committee made no material program changes .
Performance & Track Record
- 2024 achievements: Revenue $385.1m (+9%); 36 software releases including Phoenix v8.5, next‑gen CoAuthor, Certara Cloud; >94,000 licensed users; 23 regulatory agencies use products; acquired Chemaxon to enhance chemical prediction/search .
- Pay‑Versus‑Performance summary:
- CEO Compensation Actually Paid: $2,037,690 in 2024; TSR index value $27.97; adjusted EBITDA $122,046,000; Net Income −$12,051,000 .
Performance Compensation – Detailed Scorecard (FY2024)
| Metric | Weight | Target | Actual | Payout factor | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company + blended divisions) | 80% | Not disclosed | Company achieved ≥90% threshold; $122.0m | 74.0% blended multiplier | Cash paid April 2025 |
| Revenue (Company + blended divisions) | 20% | Not disclosed | $385.1m (+9%) | Included in 74.0% blended multiplier | Cash paid April 2025 |
| PSUs – Tranche I (Revenue) | 50% of PSUs | Annual revenue goals | Determined across FY2024–FY2026 | Weighted % (50–200%) | Distributed early 2027 |
| PSUs – Tranche II (Adjusted EBITDA) | 50% of PSUs | Annual adj. EBITDA goals | Determined across FY2024–FY2026 | Weighted % (50–200%) | Distributed early 2027 |
| rTSR modifier | ±20% | Peer percentile | Applied post‑Earned PSU calc | ±20% if outside 25th–75th | Early 2027 |
Investment Implications
- Alignment: CEO pay mix is heavily equity‑based (2024 LTI 731% of base) with PSUs tied to revenue and adjusted EBITDA and an rTSR modifier; margin safeguard (avg adj. EBITDA margin <20% leads to automatic PSU forfeiture) strengthens discipline . Clawback policy and prohibition on hedging, with pre‑clearance for pledging, further align interests .
- Retention vs. supply events: Significant scheduled RSU vesting through 2027 and PSU distributions in 2027 create recurring potential liquidity windows; ownership guidelines require retention until targets met (all NEOs compliant as of Feb 1, 2025), tempering near‑term selling pressure .
- Governance quality: Separate Chair/CEO structure, independent committees, and strong say‑on‑pay support (94.8%) reduce governance red flags related to dual roles or pay practices .
- Downside safeguards and severance: No tax gross‑ups; CEO severance is 1x salary+bonus with pro‑rata bonus and 12 months COBRA, typical for size/sector; RSU/PSU vesting is double‑trigger at CIC (single‑trigger only for legacy converted shares), balancing retention and shareholder protections .
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