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Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development and safe manufacture of new therapies for the patients who need them.

Compensation Committee

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Committee Members
ChairpersonC. Richard Reese
Committee MemberDeborah T. Kochevar, D.V.M., Ph.D., D.A.C.V.C.P.
Committee MemberRichard F. Wallman
Committee MemberJean-Paul Mangeolle

Compensation Committee Charter
As of January 2013

Charles River Laboratories, Inc.
Charles River Laboratories International, Inc.

Compensation Committee Charter

Amended June 2013

Compensation Committee Charter Quicklinks
Purpose
Membership
Authority and Responsibilities
Procedures
Amendment

Purpose

The Compensation Committee is created by the Board of Directors of the Company to:

  • Oversee the Company’s compensation and benefits structure, policies and programs generally;
  • Review the Company’s processes and procedures for the consideration and determination of executive compensation;
  • Review executive officer performance evaluations and the Company’s management succession plan;
  • Oversee and set compensation for the Company’s executive officers; and
  • Prepare the report for inclusion in the Company’s proxy statement relating to its annual meeting of stockholders or annual report on Form 10-K, in accordance with applicable rules and regulations.

The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for the Company in light of all relevant circumstances and which provide incentives that further the Company’s long-term strategic plan and are consistent with the culture of the Company and the overall goal of enhancing stockholder value.

For the purposes of this Charter, the term “officer or “executive officer” means any officer who is a member of the Management Executive Committee and any other employee who is identified by the Compensation Committee by resolution.

Membership

The Compensation Committee shall consist of at least three members, comprised solely of independent directors meeting the independence requirements of Section 303A of the New York Stock Exchange Listed Company Manual. All members of the Compensation Committee shall also be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The Corporate Governance and Nominating Committee shall recommend nominees for appointment to the Compensation Committee annually and as vacancies or newly created positions occur. Compensation Committee members shall be appointed by the Board and may be removed by the Board at any time, with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Compensation Committee. The Corporate Governance and Nominating Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Compensation Committee. The Chairman of the Board of the Company may attend meetings of the Compensation Committee as a nonvoting invitee.

Authority and Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Compensation Committee is responsible for the following matters.

Compensation Policies and Plans

  1. The Compensation Committee shall review and approve the Company’s compensation and benefits structure, policies and programs generally (subject, if applicable, to shareholder ratification), including reviewing and approving any incentive-compensation plans and equity-based plans of the Company. In reviewing such compensation and benefits structure, policies, and programs, the Compensation Committee may consider the recruitment, development, promotion, retention and compensation of executive officers and other employees of the Company and any other factors that it deems appropriate. The Compensation Committee shall review and discuss with management any description of such compensation and benefits structure, policies and programs to be included in the Company’s proxy statement.
  2. The Compensation Committee shall exercise all rights, authority and functions of the Board of Directors under all of the Company’s equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that except as otherwise expressly authorized to do so by a plan or resolution of the Board, the Committee shall not be authorized to amend any such plan. The Compensation Committee shall review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to policies and procedures for the grant of equity-based awards by the Company.
  3. The Compensation Committee shall report the results of such review and any action it takes with respect to the Company’s compensation and benefits policies to the Board.
  4. The Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Compensation Committee deems appropriate and in accordance with the terms of such plans.

CEO Compensation

  1. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of the CEO’s compensation, the Committee shall consider, among other factors, the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the CEO in the past years.
  2. In addition, the Compensation Committee shall review periodically the compensation being paid or potentially payable to the Company’s CEO through the use of tally sheets or such other method as the Compensation Committee may determine.

Executive Compensation

  1. The Compensation Committee shall review and approve for each of the Company’s executive officers the CEO’s recommendations for each officer’s (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, (v) any other material compensation plan, and (vi) ongoing perquisites or special benefit items.
  2. The Compensation Committee shall report the results of such review and any action it takes with respect to the compensation of the Company’s executive officers to the Board.
  3. In addition, the Compensation Committee shall review periodically the compensation being paid or potentially payable to the Company’s executive officers through the use of tally sheets or such other method as the Compensation Committee may determine.

Compensation Committee Report

  1. The Compensation Committee shall oversee the drafting of the Compensation Discussion and Analysis to be included in the Company’s proxy statement or annual report on Form 10-K (“CD&A”), and shall review and discuss with management the CD&A.
  2. Based on the Compensation Committee’s review and discussions with management of the CD&A, the Compensation Committee shall make a recommendation to the Board that the CD&A be included in the Company’s proxy statement or annual report on Form 10-K.
  3. The Compensation Committee shall prepare and sign the Compensation Committee Report to be included in the Company’s proxy statement or annual report on Form 10-K in accordance with the applicable rules and regulations of the Securities and Exchange Commission, any securities exchange on which the Company’s securities are traded, and any other rules and regulations applicable to the Company.

Reporting to the Board

  1. The Compensation Committee shall report to the Board regularly concerning areas of the Compensation Committee’s responsibility. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits structure, policies and programs, executive compensation, management succession planning and any other matters that the Compensation Committee deems appropriate or is requested to be included by the Board.
  2. At least annually, the Compensation Committee shall evaluate its own performance and report to the Corporate Governance and Nominating Committee on such evaluation.
  3. The Compensation Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

Procedures

  1. The Compensation Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter but it is generally acknowledged that the Compensation Committee should meet no less than three times per year. The Chairman of the Compensation Committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter. No executive officer should attend that portion of any meeting where such officer’s performance or compensation is discussed, unless specifically invited by the Compensation Committee.
  2. The Compensation Committee may delegate its authority to subcommittees or the Chairman of the Compensation Committee when it deems appropriate and in the best interests of the Company.
  3. The Compensation Committee has the sole authority and discretion to retain, oversee and terminate any compensation consultant, legal counsel or other advisor assisting the Compensation Committee in the performance of its duties and responsibilities (including in the evaluation of CEO or executive officer compensation), including sole authority to determine the nature and scope of their assignment, and the material elements of the instructions or directions to be given to such consultant or advisor, and sole authority to approve all such compensation consultant’s or advisor’s fees and other retention terms. The Compensation Committee is tasked with the duty and power to review the independence of the compensation consultants, legal counsel and advisors that it engages, and it may only engage such a compensation consultant, legal counsel or advisor, or receive advice from any compensation consultant, legal counsel or advisor, after taking into account the following factors:
    • The provision of other services to the Company by the employer of the consultant, counsel or advisor (the “Consultant’s Employer”);
    • The amount of fees received from the Company by the Consultant’s Employer, as a percentage of the total revenue of the Consultant’s Employer;
    • The policies and procedures of the Consultant’s Employer that are designed to prevent conflicts of interest;
    • Any business or personal relationship of the consultant, counsel or advisor with a member of the Compensation Committee;
    • Any Company stock owned by the advisor, counsel or consultant;
    • Any business or personal relationship of the adviser, counsel or consultant or the Consultant’s Employer with an executive officer of the Company; and
    • Any other factors the Compensation Committee determines to be relevant in determining whether such consultant, counsel or advisor is independent.

    At least annually, the Compensation Committee shall re-assess the independence of its compensation consultants, legal counsel or other advisors.

  4. In carrying out its responsibilities, the Compensation Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management and such experts, advisors and professionals with whom the Compensation Committee may consult. The Compensation Committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company attend a meeting of the Compensation Committee or meet with any members of or advisors to the Compensation Committee. The Compensation Committee shall also have the authority to engage legal, accounting or other advisors to provide it with advice and information in connection with carrying out its responsibilities and shall have sole authority to approve any such advisor’s reasonable fees and expenses and other retention terms. The Company will pay all such reasonable fees and expenses as directed by the Compensation Committee.

Amendment

This Charter may be amended by a majority of the independent members of the Board of Directors.

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