Certara : Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (Form 8-K)

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 11, 2021, pursuant to the amended and restated bylaws of Certara, Inc. (the 'Company), the Board of Directors of the Company (the 'Board') increased the number of Board members from eight (8) to nine (9), effective as of June 15, 2021, and designated the newly created vacancy as a Class III director.

On June 11, 2021, the Board elected the following individual to fill such vacancy, effective as of June 15, 2021:

Carol G. Gallagher, PharmD., age 56. Since October 2014, Dr. Gallagher served as a partner with New Enterprise Associates, a venture capital firm. Prior to joining New Enterprise Associates, Dr. Gallagher served as a venture partner with Frazier Healthcare, a venture capital firm, from October 2013 to September 2014. Dr. Gallagher served as the President and Chief Executive Officer of Calistoga Pharmaceuticals, a biopharmaceutical company, from 2008 to 2011, when the company was acquired by Gilead Sciences. From 2007 to 2008, Dr. Gallagher was the President and Chief Executive Officer of Metastatix, Inc., a biopharmaceutical company. Prior to that time starting in 1989, she served in various roles at pharmaceutical companies Eli Lilly, Amgen, Agouron Pharmaceuticals, Pfizer, Biogen Idec Pharmaceuticals, CancerVax and Anadys Pharmaceuticals. In addition to our Board, Dr. Gallagher serves as a director at the following public companies: Millendo Therapeutics, Inc., a biotechnology company, where she has served as a member of the board of directors since 2012; Turning Point Therapeutics, Inc., a biotechnology company, where she has served since August 2019, Frazier Life Sciences Acquisition Corp, a special purpose acquisition company, since October 2020 and Atara Biotherapeutics, Inc. a biotechnology company, where she served as a member of the board of directors since 2013. She previously served on the boards of directors at Anaptys Bio Inc. from 2011 until 2018 and Metacrine, Inc. from 2018 until April 2021.

The Board has appointed Dr. Gallagher to serve as a member of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee.

Dr. Gallagher will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation policy described in 'Executive Compensation−Director Compensation' of the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2021. The Company intends to enter into an indemnification agreement with Dr. Gallagher substantially similar to the indemnification agreements the Company has entered into with other members of the Board.