During our normalization processes for Director Compensation we try to match the named directors with existing data to add the PERSON-CIK, SEC-NAME, AGE and SINCE (a measure of tenure). If we cannot match the data using our automatic processes the data table is shunted aside so a person can review and attempt to match manually. If we are not successful after reviewing the filing, prior filings and other source documents then we add some signal to the field to indicate the values we could not identify.

Certara Inc (CIK 1827090) filed their first 10-K on March 15, 2021. This filing included DC and EC data. We are missing values for some of the people listed in their DC table. Certara filed a draft registration statement in October 2020 and an S-1 in November. We have learned that many pre-IPO directors do not follow the registrant into the public market. In Certata’s case two directors who received compensation in 2020 resigned before the filing of their initial S-1 and so there is limited information about some attributes of the directors other than their names in the S-1 filing and in their initial 10-K. If directors resign before the S-1 filing and their holding are less than 5% they have no reporting obligation under Section 16. In these cases we try to discover if the individuals had some reporting obligation because of their relationship with another entity. This requires more than just a name match though.

In the case of Certara we can identify data for William E Klitgaard since he has a history on EDGAR. He has served as a director of Syneos Health since 2017. In his biography Syneos makes an explicit mention of his position on Certera’s board “Mr. Klitgaard currently serves on the board of directors and Audit Committee at Certara, a leading drug development consultancy . . .” This explicit mention will allow us to update the DC data of Certara with Mr. Klitgaard’s CIK.

However, Certara’s other director that resigned before their IPO was Edmundo Muniz. Their S-1 filing indicates that Dr. Muniz was their CEO from 2014 until early 2020. Their is not enough additional biographical information about him that would allow us to link him to another SEC registrant. In cases like this we would then search EDGAR for his name and then try to find some additional evidence to link him to the reporting company (Certera). But in this case there are no Muniz’s in EDGAR whose profile comes close to matching the profile that we would expect Dr. Muniz. Therefore – in this case we will be able to add his GENDER and his tenure (SINCE). We will not be able to add values for PERSON-CIK, SEC-NAME or AGE.

Periodically we will inspect EDGAR for cases like Dr. Muniz. Specifically we will look for name matches on EDGAR and if we find one we will then review the filings for the registrant to try to determine if the Dr. Muniz associated with that registrant is the same as the Dr. Muniz mentioned in Certera’s filings. It is much easier when they make an explicit mention of the other company (Certera in this case) in the biography of Dr. Muniz. Because he was not a director when Certara was a public company they are not obligated to make mention of that fact. If there is a close name match and the other company operates in a related industry we will use Google to try to determine if the individuals are the same or not. Until we can do that though the fields will continue to indicate that data is not available.

There are cases where a director might be affiliated with one or more public companies for long periods of time but never trigger a Section 16 filing obligation. We see this most often with banks and then foreign entities that are cross-listed into the US. We also see it when the director is the board representative/proxy for some security holder. I’ve been meaning to research the legal basis for the limited reporting by the foreign executive and board membersto learn why they are exempt. I’ll save that for another time. In the latter case the filings usually indicate that all compensation is passed through to the named director’s employer (security holder).