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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

 

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LOGO

March 26, 2020

Dear Shareholder,

        You are cordially invited to attend the 2020 Annual Meeting of Shareholders of Charles River Laboratories International, Inc. to be held at 8:00 a.m. on Wednesday, May 6, 2020, at 251 Ballardvale Street, Wilmington, MA 01887.

        At the Annual Meeting, eleven (11) persons are nominated for election to our Board of Directors. We will also hold a vote on an advisory resolution on our executive compensation, seek shareholder approval of an amendment to the Charles River Laboratories International, Inc. 2018 Incentive Plan and ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2020. Our Board of Directors recommends the approval of the proposals to elect the eleven directors, to approve the advisory vote on our executive compensation, to authorize the amendment to the equity incentive plan and to ratify the selection of PricewaterhouseCoopers LLP. Such other business will be transacted as may properly come before the Annual Meeting.

        Whether you plan to attend the Annual Meeting or not, it is important that your shares are represented. Therefore, we urge you to complete, sign, date and return the enclosed proxy card promptly in accordance with the instructions set forth on the card. This will ensure your proper representation at the Annual Meeting.

    Sincerely,

 

 

GRAPHIC
    James C. Foster
Chairman, President and Chief Executive Officer

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.


        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 6, 2020.

        This Proxy Statement and our Annual Report to Shareholders are available at www.criver.com/annual2020.

        In addition, our Annual Report on Form 10-K for fiscal year 2019 can be found on the same website.



CHARLES RIVER LABORATORIES INTERNATIONAL, INC.




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held on May 6, 2020



To the Shareholders of
Charles River Laboratories International, Inc.:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Charles River Laboratories International, Inc., a Delaware corporation, will be held on Wednesday, May 6, 2020, at 251 Ballardvale Street, Wilmington, MA 01887 at 8:00 a.m., for the following purposes:

        The Board of Directors has fixed the close of business on March 16, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments thereof.

        All shareholders are cordially invited to attend the Annual Meeting. Attendance at the Annual Meeting will be limited to shareholders and those holding proxies from shareholders.

        An admission ticket and government-issued picture identification will be required to enter the Annual Meeting. Any individual arriving without an admission ticket will not be admitted to the Annual Meeting unless it can be verified that the individual is a Charles River shareholder as of the record date for the Annual Meeting. Shareholders may obtain an Annual Meeting ticket by writing to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887. If you are a registered holder, please so indicate in your request. If your shares are held by a bank, broker or nominee, you must enclose evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee. Please submit your ticket request and proof of ownership as promptly as possible to ensure you receive your ticket in time for the meeting. Admission to the Annual Meeting will be on a first-come, first-served basis.

    By Order of the Board of Directors

 

 

GRAPHIC
    David P. Johst
Corporate Secretary

March 26, 2020

        Whether you plan to attend the Annual Meeting or not, you are requested to complete, sign, date and return the enclosed proxy card as soon as possible in accordance with the instructions on the proxy card. A pre-addressed, postage-prepaid return envelope is enclosed for your convenience.


        SPECIAL NOTICE REGARDING COVID-19:    We are actively monitoring the public health and travel concerns relating to COVID-19 and the related recommendations and protocols issued by federal, state and local governments. In the event that it is not possible or advisable to hold our annual meeting at the time, date and place as originally planned, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication or adjourning or postponing the meeting. Any such change, including details on how to participate in a remote meeting, would be announced in advance via press release, a copy of which would be filed with the SEC as additional proxy solicitation materials and posted on our website at www.criver.com/annual2020.



PROXY SUMMARY

        The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

Time and Date:   8:00 a.m. on Wednesday, May 6, 2020
Place:   251 Ballardvale Street, Wilmington, MA 01887
Record Date:   March 16, 2020

Voting Matters and Vote Recommendations

        There are four items of business which we currently expect to be considered at our 2020 Annual Meeting. The following table lists those items of business and our Board's vote recommendation.

    PROPOSAL   BOARD VOTE RECOMMENDATION
    Management Proposals        
    Election of Directors   For each director nominee    
    Advisory Vote to Approve Executive Officer Compensation   For    
    Amendment to 2018 Incentive Plan   For    
    Ratification of Independent Registered Public Accounting Firm   For    

Director Nominees

        The following table provides summary information about each of our director nominees.

 

 

         
Director

              Current Committee Memberships

                                                 

 

 

Name


 
Age

 
Since

  Occupation

  Independent

  AC

  CC

  CGNC

  SPCAC

  STC

  EC

  FC

 

 

James C. Foster

        69         1989       Chairman, President and CEO of Charles River Laboratories International, Inc.       No                               M               C            

 

 

Nancy C. Andrews

        61         2020       Professor of pediatrics, pharmacology & cancer biology, Duke University School of Medicine. Former Dean of Duke University School of Medicine and Vice Chancellor of Academic Affairs of Duke University.       Yes                       M               M                    

 

 

Robert Bertolini

        58         2011       Former President and CFO of Bausch and Lomb Incorporated and former Executive Vice President and Chief Financial Officer of Schering-Plough Corp.       Yes       M                       C               M            

 

 

Stephen D. Chubb

        76         1994       Special Limited Partner of Catalyst Healthcare Ventures and Former Chairman and CEO of Matritech       Yes       M                               M                    

 

 

Deborah T. Kochevar

        63         2008       Senior Fellow, The Fletcher School of Law and Diplomacy, Tufts University. Former Provost and Senior Vice President ad interim, Tufts University. Former Dean, Cummings School of Veterinary Medicine, Tufts University       Yes               M       C               M                    

 

 

Martin W. Mackay

        64         2017       Co-Founder and CEO of Rallybio, and Former Chief of R&D, AstraZeneca and Former Chief of R&D, Alexion       Yes                       M               C                    

 

 

George E. Massaro

        72         2003       Vice Chairman, Huron Consulting Group, Inc.       Yes       C                                       M            

 

 

George M. Milne, Jr.

        76         2002       Venture Partner, Radius Ventures and former EVP, Pfizer Global Research and Development       Yes                       M               M       M       M    

 

 

C. Richard Reese

        74         2007       Former CEO and Chairman of Iron Mountain Incorporated       Yes               C               M               M            

 

 

Richard F. Wallman

        68         2011       Former Senior Vice President and CFO, Honeywell International, Inc.       Yes               M               M                       C    

 

 

Virginia M. Wilson

        65         2019       Former Senior Executive Vice President and Chief Financial Officer, TIAA       Yes       M               M                                    

Key: AC—Audit Committee; CC—Compensation Committee; CGNC—Corporate Governance and Nominating Committee; SPCAC—Strategic Planning and Capital Allocation Committee; STC—Science and Technology Committee; EC—Executive Committee; FC—Finance Committee; C—Chairperson; M—Member.

Advisory Vote on Executive Compensation

        Decisions about executive compensation are made by the Compensation Committee. The Compensation Committee recognizes the importance of establishing clear objectives for our executive compensation program in keeping with our philosophy that our executive compensation program should appropriately align executive compensation with both the short- and long-term performance of the Company.

2


        Charles River shareholders provided very strong majority support for our named executives' compensation at our 2019 Annual Meeting of Shareholders (97.0% of shares voted in support of this matter). We attribute this level of support to the significant improvements we made to our executive compensation program from 2012 through 2018, as highlighted by the compensation practices that currently drive our named executive compensation program:

    What We Do          
      Align our executive pay with performance, with a substantial proportion of executive compensation tied to "at risk" elements     Include a "clawback" provision in our Corporate Governance Guidelines that applies to our cash and equity incentive awards    
      Set challenging performance objectives     Prohibit hedging and pledging of company shares  
      Appropriately balance short- and long-term incentives     Retain an independent compensation consultant to advise the Compensation Committee    
      Align executive compensation with shareholder returns through performance-based equity incentive awards     Include caps on individual payouts in short- and long-term incentive plans  
      Use appropriate peer groups when establishing compensation     Hold an annual "say-on-pay" advisory vote    
      Maintain meaningful equity ownership guidelines     Maintain a Compensation Committee composed entirely of independent directors  
      Engage in substantial outreach efforts with our major shareholders to gather feedback, including with respect to executive compensation     Conduct an annual risk assessment of our pay practices    

 

 

What We Don't Do

 

 

 

 

 

      No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements     No excessive perquisites    
      No "single trigger" equity vesting provisions in our current equity award plans     No change-in-control tax gross-ups  

        In addition, we had a very strong fiscal year in 2019 with a 36% increase in total shareholder return in fiscal year 2019, a 10.5% increase in GAAP earnings per share from continuing operations and a 16.0% increase in non-GAAP earnings per share from continuing operations. Please see Appendix A to this Proxy Statement for a reconciliation of our non-GAAP EPS to our GAAP EPS for 2019.

        Accordingly, we are asking for shareholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement.

3


Amendment to 2018 Incentive Plan

        We are asking our shareholders to approve an amendment to our 2018 Incentive Plan to (1) increase by 1,750,000 the number of shares previously reserved for issuance under the plan and (2) increase the maximum term for stock option and stock appreciation rights from seven years to ten years. Our Board believes that our continued growth depends, in large part, upon our ability to attract, motivate and retain key employees and directors, and that stock incentive awards are an important means of doing so. However, our current pool is not likely to be sufficient to satisfy our prospective equity compensation needs. The request to increase the maximum term for stock options and stock appreciation rights is primarily intended to provide our grant recipients with a longer time horizon to exercise their awards, consistent with the long-term aspect of this element of their compensation packages and consistent with prevailing market practice.

Ratification of Auditors

        We are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2020. Set forth below is a summary of PricewaterhouseCoopers' fees for services for fiscal years 2019 and 2018.

 
  2019   2018  

Audit fees

  $ 5,964,872   $ 5,625,960  

Audit-related fees

    5,681,174     1,188,012  

Tax fees

    1,084,008     1,499,574  

All other fees

    658,700     103,156  

Total

  $ 13,388,754   $ 8,416,702  

        Detail regarding these fees can be found on page 92 of this Proxy Statement.

4


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

251 Ballardvale Street
Wilmington, Massachusetts 01887
(781) 222-6000



PROXY STATEMENT

For Annual Meeting of Shareholders
to Be Held May 6, 2020




GENERAL INFORMATION

        This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Charles River Laboratories International, Inc., a Delaware corporation, of proxies, in the accompanying form, to be used at the Annual Meeting of Shareholders to be held at 251 Ballardvale Street, Wilmington, MA 01887 on Wednesday, May 6, 2020, at 8:00 a.m., and any postponements or adjournments thereof (the Meeting). The Notice of Meeting, this Proxy Statement, the enclosed proxy card and our Annual Report to Shareholders for the year ended December 28, 2019 are being mailed to shareholders on or about March 26, 2020. Copies of these documents may also be obtained free of charge through our website at www.criver.com/annual2020.

        When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Meeting in accordance with the directions noted thereon. If no direction is indicated on the proxy and it is signed, the shares represented thereby will be voted "FOR" the election of the Board's nominees as directors, the advisory vote on executive compensation, the amendments to the 2018 Incentive Plan, and the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2020.

        Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to us a written notice of revocation or a duly executed proxy bearing a later date. Any shareholder who has executed a proxy but is present at the Meeting, and who wishes to vote in person, may do so by revoking his or her proxy as described in the preceding sentence. Shares represented by valid proxies in the form enclosed, received in time for use at the Meeting and not revoked at or prior to the Meeting, will be voted at the Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to constitute a quorum at the Meeting. Votes of shareholders of record who are present at the Meeting in person or by proxy, abstentions and broker non-votes are counted as present or represented at the Meeting for purposes of determining whether a quorum exists.

        If you hold your shares of common stock through a broker, bank or other representative, generally the broker or your representative may only vote the common stock that it holds for you in accordance with your instructions. However, if it has not timely received your instructions, the broker or your representative may vote on certain matters for which it has discretionary voting authority. Brokers may not vote without specified instruction in the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2) or amendments to the 2018 Incentive Plan (Proposal 3), but may cast discretionary votes in the ratification of the independent registered public accounting firm (Proposal 4). If a broker or your representative cannot vote on a particular matter because it does not have discretionary voting authority, this is considered to be a "broker non-vote" on that matter.

5


        The close of business on March 16, 2020 has been fixed as the record date for determining the shareholders entitled to notice of and to vote at the Meeting. As of the close of business on March 16, 2020, we had 49,484,761 shares of common stock outstanding and entitled to vote. Holders of common stock at the close of business on the record date are entitled to one vote per share on all matters to be voted on by shareholders.

        An admission ticket and government-issued picture identification will be required to enter the Meeting. Any individual arriving without an admission ticket will not be admitted to the Meeting unless it can be verified that the individual is a Charles River shareholder as of the record date for the meeting. You may obtain a Meeting ticket by writing to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887. If you are a registered holder, please indicate that in your request. If your shares are held by a broker, bank or nominee, you must enclose with your request evidence of your ownership of shares with your ticket request, which you can obtain from your broker, bank or nominee (and, if you wish to vote in person at the Meeting, you will need to bring a proxy from your broker, bank or nominee). Please submit your ticket request and proof of ownership as promptly as possible in order to ensure that you receive your ticket in time for the Meeting. Admission to the Meeting will be on a first-come, first-served basis.

        The cost of soliciting proxies, including expenses in connection with preparing and mailing this Proxy Statement, will be paid by the Company. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their expenses in forwarding proxy material to such beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, facsimile and personal solicitation by our directors, officers or employees. No additional compensation will be paid for such solicitation. We have retained Morrow Sodali LLC to assist in the solicitation of proxies at a cost of approximately $12,500 plus reimbursement of expenses.

Votes Required

        In accordance with our amended and restated Bylaws, a nominee for election as director at the Meeting will be elected if the nominee receives the affirmative vote of a majority of the votes cast with respect to that nominee's election. Our Bylaws require an incumbent director who has been nominated for reelection and fails to receive a majority of the votes cast in an uncontested election to immediately tender his or her resignation to the Board. The Corporate Governance and Nominating Committee (or another committee designated by the Board) will make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee's recommendation, and will publicly disclose its decision within 90 days following certification of the election results. If a director's resignation is accepted by the Board or if a new nominee is not elected, the Board may fill the vacancy or decrease the size of the Board. The affirmative vote of a majority of the votes cast upon the matter is required to constitute the shareholders' non-binding approval with respect to our executive compensation program, amend our 2018 Incentive Plan and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2020.

        Broker non-votes and abstentions will have no effect on the voting on any matter that requires the affirmative vote of a majority of the votes cast on the matter (with the exception of Proposal 3). In accordance with NYSE rules, abstentions will have the effect of a vote counted "against" Proposal 3 and broker non-votes will have no effect on the voting of Proposal 3.

6



PROPOSAL ONE—
ELECTION OF DIRECTORS

        Under our Bylaws, the number of members of our Board of Directors is fixed from time to time by the Board of Directors, but may be increased or decreased either by the shareholders or by the majority of directors then in office. Directors serve in office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier death, resignation or removal.

        The Board of Directors has voted to nominate Mr. James C. Foster, Dr. Nancy C. Andrews, Mr. Robert Bertolini, Mr. Stephen D. Chubb, Dr. Deborah T. Kochevar, Dr. Martin W. Mackay, Mr. George E. Massaro, Dr. George M. Milne, Jr., Mr. C. Richard Reese, Mr. Richard F. Wallman, and Ms. Virginia M. Wilson for election at the Meeting. There are no family relationships between any of our directors or executive officers.

        In the event that any nominee shall become unable or unwilling to serve, the shares represented by the enclosed proxy may be voted for the election of such other person as the Board of Directors may recommend in that nominee's place or the Board may reduce its size. Our Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve.

        The Board of Directors unanimously recommends a vote "FOR" the election of each of these nominees for directors.

7



NOMINEES FOR DIRECTORS

        The following table provides information as of the date of this Proxy Statement about each nominee. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes, and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business or scientific acumen and an ability to exercise sound judgment, as well as a commitment of service to Charles River and our Board.

Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

James C. Foster
GRAPHIC

 
69
 

Mr. Foster joined us in 1976 as General Counsel and over his tenure has held various staff and managerial positions. Mr. Foster was named President in 1991, Chief Executive Officer in 1992, and Chairman in 2000. Mr. Foster has been a director since 1989.

Mr. Foster was selected to serve as a director on our Board due to his role as our Chief Executive Officer, his depth of knowledge of us and our operations, his acute business judgment, extensive familiarity with the businesses in which we compete, and his lengthy experience with us.

Nancy C. Andrews, M.D., Ph.D.
GRAPHIC

 
61
 

Professor of Pediatrics and Professor of Pharmacology & Cancer Biology at Duke University since 2007 (and the Nanaline H. Duke endowed chair since 2013). From 2007 to 2017, Dr. Andrews served as Dean of the Duke University School of Medicine and Vice Chancellor for Academic Affairs at Duke University. From 2003 to 2007, she served as dean for Basic Sciences and Graduate Studies and Professor of Pediatrics at Harvard University Medical School. From 1999 to 2003, she served as director of the Harvard-Massachusetts Institute of Technology M.D./Ph.D. Program, and the principal investigator of its MSTP grant. From 1993 to 2006, she was a biomedical research investigator of the Howard Hughes Medical Institute. Dr. Andrews is on the Executive Committee of the MIT Corporation, Chair of the Board of Directors of the American Academy of Arts and Sciences, and a member of the Scientific Advisory Board of Dyne Therapeutics. She is a former Chair of the Board of Directors of the Burroughs Wellcome Fund and a former member of the Scientific Management Review Board at the National Institutes of Health. Dr. Andrews also serves on the board of directors of Novartis International AG. Dr. Andrews has served on our board since February 2020.

Dr. Andrews was selected for the Board in recognition of her distinct perspective as an accomplished physician, scientific researcher, professor, and senior administrator at leading academic institutions and hospitals. She brings to the Board extensive scientific leadership and expertise in oncology, genetics, and pediatric research. Dr. Andrews' training and experience are particularly suited to understanding and providing insights into the research and development process, which further enhances our position as the partner of choice for our clients' early-stage drug development programs.

       

8


Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

Robert Bertolini
GRAPHIC

  58  

President and Chief Financial Officer of Bausch & Lomb Incorporated from February 2013 to August 2013 (until its acquisition by Valeant Pharmaceuticals International, Inc. (n/k/a Bausch Health Companies Inc.). Mr. Bertolini served as Executive Vice President and Chief Financial Officer at Schering-Plough Corp. from November 2003 until November 2009 (until its merger with Merck & Co) with responsibility for tax, accounting, and financial asset management. Prior to joining Schering-Plough, Mr. Bertolini spent 20 years at PricewaterhouseCoopers LLP, ultimately leading its global pharmaceutical industry practice. Mr. Bertolini also serves as a director of Bristol-Meyers Squibb Company and Idorsia, Ltd., a Swiss public company. He served as a director of Genzyme Corporation until its merger with Sanofi-Aventis in 2011 and of Actelion until it was acquired by Johnson & Johnson in June 2017. Mr. Bertolini has been a director since January 2011.

Mr. Bertolini's qualifications to serve as a director include his industry and financial expertise. He has extensive experience in building world-class finance and information technology functions and in leading business development and strategy. He has had responsibility for key financial areas including tax, accounting, and financial asset management, and extensive experience in audit, financial controls, and corporate governance. He has expertise in working with small and large health care companies on initial public offerings, licensing, and other strategic issues. As a result of his extensive background in public accounting and prior experience as a public company Chief Financial Officer, Mr. Bertolini qualifies as an "audit committee financial expert" under SEC guidelines.

9


Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

Stephen D. Chubb
GRAPHIC

  76  

Director of Amylyx Pharmaceuticals Inc., as well as a Special Limited Partner of Catalyst Healthcare Ventures, a venture investment firm specializing in medical devices and diagnostic products, since June 2010. From September 2010 through March 2011, Mr. Chubb served as President and Chief Executive Officer of Allegro Diagnostics, Inc., a privately held molecular diagnostics company focused on the development and future sale of innovative genomic tests for the diagnosis, staging, and guided treatment of lung cancer and lung diseases. Mr. Chubb was previously Chairman and Chief Executive Officer of Matritech, Inc., a publicly traded leading developer of proteomics-based diagnostic products for the early detection of cancer, from its inception in 1987 until December 2007. Mr. Chubb served as President and Chief Executive Officer of T Cell Sciences, Inc. and as President and Chief Executive Officer of Cytogen Corp., both publicly traded biotechnology companies. Mr. Chubb also previously served as Chairman of the Board of Trustees of Mount Auburn Hospital in Cambridge, Massachusetts and as a director of Caregroup Healthcare System. Mr. Chubb has been a director since 1994.

Mr. Chubb brings to the Board a wealth of industry and business expertise, drawing upon his 30-year history as a Chief Executive Officer, president and board member at a variety of public and private life sciences companies. The Board benefits particularly from Mr. Chubb's strong biotechnology industry expertise, and he also brings a valued perspective given his service to hospitals and healthcare providers. In addition, as a result of his background as a Certified Public Accountant and prior service as a public company Chief Financial Officer, he brings valued financial and accounting experience to the Audit Committee. Mr. Chubb qualifies as an "audit committee financial expert" under SEC guidelines.

       

10


Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

Deborah T. Kochevar,
    D.V.M., Ph.D.
GRAPHIC

    
63
 

  
Senior Fellow, The Fletcher School of Law and Diplomacy, with a focus on Global One Health and health diplomacy, and Dean Emerita of Cummings School of Veterinary Medicine at Tufts University. From 2018 until 2019, Dr. Kochevar served as Provost and Senior Vice President
ad interim and, from 2006 until 2018, as Dean of Cummings School of Veterinary Medicine at Tufts University. Previously, Dr. Kochevar was a long-time faculty member and administrator at the College of Veterinary Medicine and Biomedical Sciences, Texas A&M University, where she held the Wiley Chair of Veterinary Medical Education. Dr. Kochevar is a past-president of the Association of American Veterinary Medical Colleges and American College of Veterinary Clinical Pharmacology. Dr. Kochevar is active in the American Veterinary Medical Association, having chaired its Council on Education and the Educational Commission for Foreign Veterinary Graduates. Dr. Kochevar serves as a director at Elanco Inc. Dr. Kochevar has been a director since October 2008.

Dr. Kochevar was selected to the Board in recognition of her distinct perspective as a highly distinguished academic and educator in the life sciences. As a boarded diplomate of the American College of Veterinary Clinical Pharmacology, with a Ph.D. in cell and molecular biology combined with a D.V.M. degree, and with a deep knowledge base of comparative and translational medicine and complex animal models, Dr. Kochevar's training and experience is particularly suited to understanding and providing insights into the veterinary medical, contract research and drug development support activities that we conduct. Dr. Kochevar also provides the Board with current industry and scientific insights through her ongoing involvement in biomedical professional and trade organizations and Global One Health.

Martin W. Mackay, Ph.D.
GRAPHIC

 
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Dr. Mackay is co-founder and Chief Executive Officer of Rallybio, a privately-held early-stage biotechnology company incorporated in January 2018. From May 2013 to June 2017, Dr. Mackay served as the Global Head of Research & Development at Alexion Pharmaceuticals, Inc. and, from July 2010 to January 2013, Dr. Mackay served as the President of R&D at AstraZeneca PLC, where he led the research and development organization and had overall accountability for delivering new products from its pipeline. Dr. Mackay has served as a director of Novo Nordisk since March 2018. Dr. Mackay has been a director since July 2017.

Dr. Mackay's extensive experience leading research and development organizations at both global pharmaceutical and biotechnology companies provides us with a unique combination of expertise.

       

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Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

George E. Massaro
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Director and Vice Chairman of Huron Consulting Group, Inc., a management consulting company, since May 2010. Mr. Massaro was non-Executive Chairman of the Board of Huron Consulting Group from July 2009 to May 2010, Director and Vice Chairman of Huron Consulting Group since June 2004 (Vice Chairman since March 2005), Chief Operating Officer of Huron Consulting Group, Inc. and Huron Consulting Services LLC from June 2003 until March 2005, and Managing Director of Huron Consulting Services LLC from August 2002 to May 2003. He was the Managing Partner of Arthur Andersen LLP's New England practice from 1998 to 2002. Mr. Massaro also served as a director of Eastern Bank Corporation, an independent mutual bank holding company in New England from 2003 through 2017. Mr. Massaro has been a director since 2003.

Mr. Massaro has more than 35 years of accounting and auditing experience with expertise in a broad range of areas. As a former managing partner of a major accounting firm, Mr. Massaro brings a deep knowledge of financial reporting, and auditing and tax matters applicable to a variety of industries. Mr. Massaro also provides business acumen from his numerous senior positions at Huron Consulting, as well as his service on boards of other companies. As a result of his extensive background in public accounting and prior experience at Arthur Andersen, Mr. Massaro qualifies as an "audit committee financial expert" under SEC guidelines.

George M. Milne, Jr., Ph.D.
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Venture partner of Radius Ventures LLC since 2003. Dr. Milne retired from Pfizer Inc. in 2002 after a 32-year career encompassing a broad array of management responsibilities, including as Executive Vice President, Pfizer Global Research and Development; President, Worldwide Strategic and Operations Management; President of Central Research with global responsibility for Pfizer's Human and Veterinary Medicine Research and Development; Senior Vice President of Pfizer Inc.; and a member of the Pfizer Management Council. Dr. Milne serves as chairman of the board of Aurinia Pharmaceuticals and the boards of directors of several private companies, including Amylyx Pharmaceuticals, and charitable organizations, including the Mystic Aquarium where he is chairman. In the past five years, he has served on the board of Mettler-Toledo International, Inc. Dr. Milne has been a director since 2002.

With his strong scientific background (including a Ph.D. in Organic Chemistry), his long tenure at Pfizer Inc., his work as a venture partner with Radius Ventures and through his service on multiple life science boards, Dr. Milne has a deep understanding of R&D processes and the services, tools, and technologies used in the life sciences industry, and supplies particular insights into industry drivers as well as the concerns and perspectives of the consumers of our products and services. In addition, he has had exposure to strategic and operational issues relevant to board leadership through his prior roles at Pfizer and on other public and private company boards. Dr. Milne also brings a unique industry perspective from his biomedical venture and leadership activities.

       

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Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

C. Richard Reese
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Former Chairman and Chief Executive Officer of Iron Mountain Incorporated, a global public information protection and storage company. Mr. Reese originally served as the Chief Executive Officer of Iron Mountain from 1981-2008 and then again from 2011-2012, and served as its Chairman from 1995-2008 and as Executive Chairman between June 2008 and April 2011. Mr. Reese has been a director since 2007.

Mr. Reese is a proven global business leader who, from the time he joined Iron Mountain as its president in 1981 with only $3 million in annual revenue, developed it into a global company with over $3 billion in revenue and more than 100,000 corporate customers. As a member of our Board, Mr. Reese provides us with invaluable guidance and advice, particularly in the areas of strategic execution, customer service, and innovation, drawing upon his extensive experience, entrepreneurial spirit, and proven track record.

Richard F. Wallman
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From 1995 through 2003, Mr. Wallman served as the Senior Vice President and Chief Financial Officer of Honeywell International,  Inc., a diversified technology company, and AlliedSignal, Inc. (prior to its merger with Honeywell). He is also a member of the boards of directors of Roper Technologies, Inc., Wright Medical Group, Inc., SmileDirectClub,  Inc. and Extended Stay America, Inc., and in the past five years has served as a member of the boards of Convergys Corporation and Boart Longyear Limited. Wright Medical Group, Inc. announced in November 2019 it has entered an agreement to be acquired by another public company and after the closing of that transaction Mr. Wallman will not serve as a director of the surviving entity. Mr. Wallman has been a director since January 2011.

Mr. Wallman's leadership experience, including his role as a Chief Financial Officer, and his financial and outside board experience, provide him with an informed understanding of the financial issues and risks that affect us.

       

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Name and Age as of the 2020
Annual Meeting

   
  Position, Principal Occupation, Business Experience and Directorships
 

Virginia M. Wilson
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Former Senior Executive Vice President and Chief Financial Officer of TIAA, where she was responsible for leading finance and actuarial functions. Prior to joining TIAA in 2010, Ms. Wilson served as Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, leading Wyndham's finance and technology organizations following its spin-off from Cendant Corporation in 2006. Previously, she served as Cendant's Executive Vice President and Chief Accounting Officer and also served as Senior Vice President and Corporate Controller of both MetLife, Inc. and Transamerica's life insurance division. Ms. Wilson began her career at Deloitte, and is a Certified Public Accountant. She is a Board member of Conduent Incorporated. Ms. Wilson has been a director since October 2019.

Ms. Wilson brings to the Board more than 30 years of financial management experience overseeing the accounting, actuarial, tax, and financial planning and reporting functions at large, multinational organizations. In addition, as a result of her background as a Certified Public Accountant and prior service as a public company Chief Financial Officer, Ms. Wilson qualifies as an "audit committee financial expert" under SEC guidelines.

Corporate Governance

        We are committed to operating our business with integrity and accountability. We aim to meet or exceed all of the corporate governance standards established by the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). Each member of our Board of Directors (Board), other than Mr. Foster who is also our Chief Executive Officer, is independent and has no significant financial, business or personal ties to us or management, and all of our required Board committees are composed of independent directors. Mr. Mangeolle, who is a current director but is not a director nominee, was independent during the current 2019-2020 director term. Our Board adheres to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, which have been communicated to employees and posted on our website. We are diligent in complying with established accounting principles and are committed to providing financial information that is transparent, timely and accurate. We have a Related Person Transactions Policy in order to promote the timely identification of transactions with related persons (as defined by the SEC) and to ensure we give appropriate consideration to any real or perceived conflicts in our commercial arrangements. We have established global processes through which employees, either directly or anonymously, can notify management (and the Audit Committee of the Board of Directors) of alleged accounting and auditing concerns or violations, including fraud. Our internal Disclosure Committee meets regularly and operates pursuant to formal disclosure procedures and guidelines to help ensure that our public disclosures, including our periodic reports filed with the SEC, earnings releases and other written information that we disclose to the investment community, are complete, accurate and timely. We will continue to monitor developments in the law and stock exchange regulations and will adopt new procedures consistent with new legislation or regulations. Copies of our Corporate Governance Guidelines and our Related Person Transactions Policy are available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption.

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        All of our employees and officers, including our Chief Executive Officer and Chief Financial Officer, and members of our Board, are required to abide by our global Code of Business Conduct and Ethics (Code). Our Code outlines the laws and policies that apply to our business, as well as an individual's responsibilities for maintaining a positive and ethical work environment and our resources for issues involving legal compliance or ethical business conduct. The Code is the foundation of our comprehensive Legal Compliance program, a global function that helps ensure and promote compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and an abiding belief in the importance of the integrity of our employees. Our Code, together with related policies and procedures, covers areas of legal and professional conduct, including employment policies, conflicts of interest, intellectual property, data privacy and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.

        Employees are required to report any conduct that they believe to be an actual or apparent violation of the Code. Consistent with the Sarbanes-Oxley Act of 2002, we maintain procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

        The full text of our Code is available on our website at www.criver.com, under the "Investors—Corporate Governance" caption. We will disclose any future material amendments to the Code and any waivers granted to any director or officer within the period required following the date of such amendment or waiver on our website.

        We continue to increase our commitment to environmental, social and governance (ESG) principles. As a Company, we recognize that the way in which we do business influences the results we seek to achieve. Accordingly, at every level of the Company, we strive to promote and support business practices that are environmentally sustainable, socially conscious and aligned with strong corporate governance practices.

        Environmental sustainability at the Company is built upon a philosophy of enhancing the quality of human health, while minimizing our impact on the environment. Our focus on the environment begins with an awareness of our direct and indirect operations and their environmental impact, including reducing our global carbon footprint, increasing our utilization of renewable energy, implementing water conservation efforts and minimizing the amount of waste we dispose to landfills. We have implemented numerous measures to conserve energy and reduce greenhouse gas (GHG) emissions, including improving the energy efficiency at our facilities and instituting a renewable energy procurement strategy, with the goal of reducing GHG emissions from our facilities by 50% by 2030, which is in line with the Paris Climate Agreement and the United Nations Sustainable Development Goals.

        Social consciousness at the Company is evidenced by our commitment towards good corporate citizenship by focusing on improving the quality of people's lives, from patients, to employees, to clients, and the communities in which we operate. Recent initiatives have focused on:

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        In order to provide shareholders and other interested parties with a direct and open line of communication to the Board, we adopted the following procedures for communications to directors. Shareholders and other interested parties may contact the lead director, any other directors or the independent members of the Board as a group through our Lead Director, Dr. Milne, by writing to the Lead Director, c/o Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887, or by email at CRLLeadDirector@crl.com. All communications received in this manner will be kept confidential, if requested, and relevant information will be forwarded by the Corporate Secretary to the Lead Director or to other directors if the communication is so directed. Items that are unrelated to a director's duties and responsibilities as a board member may be excluded by the Corporate Secretary, including solicitations and advertisements, junk mail, product-related communications, job referral materials such as resumes, surveys and material that is determined to be illegal or otherwise inappropriate. Any communication so excluded will be made available to any independent director upon request.

        Our Board has adopted a formal set of Director Qualification Standards (Standards) with respect to the determination of director independence. The Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. In accordance with these Standards, we must determine that the director has no material relationship with us other than as a director. The Standards also prohibit Audit Committee members from any direct or indirect financial relationship with us, and restrict commercial relationships of all directors with us. Directors may not be given personal loans or extensions of credit by us, and all directors are required to deal at arm's length with us and our subsidiaries and to disclose any circumstance that might be perceived as a conflict of interest. The full text of our Standards is available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption, within our Corporate Governance Guidelines.

        The Board has determined that ten of the eleven directors standing for reelection or election to the Board are independent under these Standards. The Board has determined that Mr. Foster does not qualify as an independent director due to his employment as our Chief Executive Officer. As a result, Mr. Foster only serves on the Strategic Planning and Capital Allocation Committee and the Executive Committee.

        In the course of the Board's determination of the independence of each director other than Mr. Foster, it considered any transactions, relationships and arrangements as required by the Standards. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated:

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        In all such evaluations, we determined that the applicable amounts were below the greater of (1) $1 million or (2) two percent (2%) of the consolidated gross annual revenue of each of those organizations.

        In addition, with respect to all of our non-employee directors, the Board considered the amount of our discretionary charitable contributions to organizations of which he or she serves as an officer, director or trustee, and determined that our contributions constituted less than the greater of (1) $1 million or (2) two percent (2%) of such organization's total annual gross revenue in each of the organization's last three completed fiscal years.

        In conducting this analysis, the Board considered all relevant facts and circumstances, utilizing information derived from our records and responses to questionnaires completed by the directors in connection with the preparation of this Proxy Statement. For information about the entities our non-employee directors serve or have served as either (1) an executive officer or (2) an officer, director or trustee of a charitable institution (other than any such charitable institution with which the Company has no transactions, relationships, or arrangements), you are directed to their biographies adjacent to their pictures above in this Proxy Statement.

        The independent members of the Board typically meet in executive session following each regularly scheduled meeting of the full Board and, as they determine necessary, following meetings of our Board committees. Our Lead Director, Dr. Milne, leads executive sessions of the Board.

The Board of Directors and Its Committees

        We are led by Mr. James C. Foster, who has served as our President since 1991, our Chief Executive Officer (CEO) since 1992 and Chairman of the Board since 2000. Our Board of Directors is currently composed of Mr. Foster and ten independent directors. One of these directors, currently Dr. George M. Milne, serves as our Lead Director. It is our current practice that the positions of Chairman of the Board and CEO be held by the same person. We believe that this leadership structure has been effective for us because it promotes clear accountability, effective decision-making and alignment on corporate strategy. Our Corporate Governance Guidelines require the election, by the independent directors, of a Lead Director. The Lead Director helps to provide independent oversight and is responsible for ensuring that the Board is acting in conformity with good corporate governance practices and in our long-term best interests. Our Lead Director has broad responsibility and authority, including to:

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        We believe that having a combined Chairman/CEO, independent chairs for each of our Board committees and an independent Lead Director provides the right form of leadership for us. The benefit of a combined Chairman/CEO role is complemented by the benefit of oversight of our operations by experienced independent directors who have appointed a Lead Director and independent committee chairs. This combination has served us well for many years and we have found it to be an efficient and effective leadership model for us. The Board selects our CEO and Chairman in the manner that it determines to be in the best interests of our shareholders. From time to time, and at least annually, the Corporate Governance and Nominating Committee conducts an assessment of this leadership structure.

        The Board oversees our risk oversight process and performs this oversight role using several different levels of review. In connection with its reviews of the operations of our business units and corporate functions, particularly during the annual strategic planning sessions, the Board is informed of the primary risks associated with those units and functions. Principally, the Board satisfies its responsibility through receiving regular reports from each committee chair regarding such committee's consideration and actions, as well as through receiving regular reports directly from officers responsible for oversight of our particular risks, including operational, financial, legal, regulatory, strategic and reputational risks. Such reporting enables the Board to understand our risk identification, management and mitigation strategies. The Company periodically reviews and evaluates its enterprise risk management (ERM) program, subsequently taking steps to further formalize and enhance the ERM program, the effect of which is anticipated to enhance the Board's ability to oversee their risk oversight responsibilities.

        Areas of risk oversight that generally remain at the Board level and are not delegated to any Committee include risks related to our operational regulatory matters (such as quality control and humane care), cybersecurity, data privacy and significant business decisions. The Board satisfies this oversight responsibility through regular reports (both verbal and written) from our officers responsible for each of these risk areas, reports from Board committees and related discussions, as well as through periodic progress reports from officers on our critical ongoing initiatives. The Board also consults periodically with outside financial and other advisors it determines necessary.

        Each of the Board's committees oversees the management of our risks that fall within the committee's areas of responsibility. A description of each committee's risk oversight focus is below. In performing this function, each committee has full access to management, as well as the ability to engage advisors. When a committee receives a report or update regarding an area of potential risk to us, the chair of the relevant committee determines whether it is materially significant enough to report on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

        The Audit Committee met eight times in 2019. During 2019, the members of the Audit Committee included Messrs. Bertolini, Chubb, Mangeolle, Massaro (Chair) and, beginning October 1st, Ms. Wilson. The Board of Directors has unanimously determined that Messrs. Bertolini, Chubb, and Massaro and Ms. Wilson each qualify as "audit committee financial experts" under Item 401(h) of Regulation S-K

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promulgated under the Securities Exchange Act of 1934 and the NYSE regulations. In addition, the Board has determined that each of the members of the Audit Committee is "independent" under the rules of the NYSE and the SEC. The Audit Committee is responsible for the engagement of our independent registered public accounting firm; selecting the lead engagement partner at our independent registered public accounting firm; reviewing the plans and results of the audit engagement with our independent registered public accounting firm; approving services performed by, and the independence of, our independent registered public accounting firm; considering the range of audit and non-audit fees; discussing with our independent registered public accounting firm the adequacy of our internal control over financial reporting; and reviewing annual and quarterly financial statements and earnings releases. The Audit Committee is also responsible for administering our Related Persons Transaction Policy. A copy of the Audit Committee Charter is available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption.

        As part of its charter and as required by the NYSE, the Audit Committee discusses our policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps that have been taken to monitor and control these exposures. The Audit Committee assumes primary oversight responsibility for our risk management framework as it applies to our financial reporting and disclosures, system of internal controls, and operations, including the identification of the primary risks to our business and interim updates of those risks, and periodically monitors and evaluates the primary risks associated with particular business units and functions through participation and monitoring of the development of the annual external and internal audit plans. The Audit Committee is primarily responsible for oversight of our risks relating to accounting matters, financial reporting (including tax, legal and related regulatory compliance), financial policies and cash management. The head of our Internal Audit department, who functionally reports to the Audit Committee, assists us in identifying and evaluating risk management controls and methodologies to address identified risks. At each of its regularly scheduled meetings, the Audit Committee meets in executive session with representatives from our independent registered public accounting firm. The Audit Committee also has direct interaction with our Chief Financial Officer, Chief Accounting Officer, General Counsel and other members of management. In addition to the items mentioned above, the Audit Committee also receives regular reports, including quarterly reports from the Company's management Disclosure Committee, regarding issues such as the status of material litigation, allegations of accounting and auditing concerns or fraud and related person transactions.

        The Compensation Committee met three times during 2019 and was composed of the following members: Dr. Kochevar and Messrs. Mangeolle, Reese (Chair) and Wallman. Our Board of Directors has determined that each of the members of the Compensation Committee is "independent" under the rules of the NYSE and the SEC. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for us in light of all relevant circumstances, and that provide incentives that further our long-term strategic plan and are consistent with our culture and the overall goal of enhancing shareholder value. The Compensation Committee reviews compensation structure, policies and programs to ensure (1) that legal and fiduciary responsibilities of the Board of Directors are carried out and (2) that such structure, policies, and programs contribute to our success. In addition, the Compensation Committee reviews, approves and makes recommendations on our compensation and benefit plans to ensure that they meet corporate objectives. The Compensation Committee determines and approves the compensation of the CEO, reviews the CEO's recommendations on compensation for all of our executive officers and approves such compensation when determined. The Compensation Committee also factors each executive officer's performance evaluation into decisions impacting that officer's compensation. As discussed below under "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process," other than Mr. Foster and Mr. David P. Johst, our Corporate Executive Vice President,

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General Counsel and Chief Administrative Officer, none of our executive officers plays a significant, ongoing role in assisting the Compensation Committee in setting executive compensation. The Compensation Committee also administers our equity incentive plans other than with respect to grants to our non-employee directors. A copy of the Compensation Committee Charter is available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption.

        The Compensation Committee is responsible for oversight of risks relating to compensation policies and our general compensation and benefits programs. The Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. To assist it in satisfying these oversight responsibilities, from time to time the Compensation Committee has retained its own outside compensation consultant, and meets both regularly and periodically as needed with management to understand the financial, human resources, and shareholder implications of compensation decisions being made. Between formal Compensation Committee meetings, the Compensation Committee Chair also interacts regularly with management and the Committee's outside consultants. In addition, at the direction of the Compensation Committee, the Human Resources, Legal and Internal Audit functions annually conduct a review of our overall compensation programs.

        The Compensation Committee engaged Pay Governance LLC (Pay Governance) as the sole independent compensation consultant to advise the Compensation Committee on matters related to 2019 executive compensation. Pay Governance is engaged by, and reports directly to, the Compensation Committee, which has the sole authority to hire or dismiss Pay Governance and to approve fee arrangements for work performed. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for our top executives, compensation program design and market practices generally. With respect to 2019 compensation matters, the Compensation Committee authorized Pay Governance (1) to interact with management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee, including with respect to updating the Company's peer group and executive compensation benchmarking; (2) to assist with the calculations of compensation information to be included in our proxy statements, including the calculations and analysis related to the valuation of our PSUs; (3) to provide analyses related to the Company's long-term incentive structure, including reviewing of equity grant instrument market trends and advising on global equity grant practices; and (4) to provide advice with respect to the Compensation Committee's analysis of director compensation, including competitive market data. For more information on the input Pay Governance provided to our fiscal year 2019 compensation determinations, please see "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process" on pages 56-57 of this Proxy Statement.

        Except as described above, in 2019 we did not receive any other services from Pay Governance, nor have we utilized the services of any other compensation consultant in matters affecting senior executive or director compensation. Any significant Pay Governance fees outside of the normal scope of work are approved for payment by the Compensation Committee chair, with authority delegated to Victoria Creamer, our Chief People Officer, for the processing of routine invoices.

        Pay Governance provided the Compensation Committee with a letter addressing the independence factors under NYSE listing rules, and in compliance with SEC and the NYSE disclosure requirements regarding the independence of compensation consultants, the Committee took that information into account in concluding that there was no conflict of interest within the meaning of Section 10C-1 of the Securities Exchange Act of 1934. Based upon this and other relevant factors, the Compensation Committee has assessed the independence of Pay Governance and concluded that Pay Governance's work for the Compensation Committee does not raise any conflict of interest.

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        The Corporate Governance and Nominating Committee met three times during 2019. The members of the committee included Drs. Kochevar (Chair), Mackay and Milne and, beginning on October 1st, Ms. Wilson. Dr. Andrews joined the Corporate Governance and Nominating Committee on February 28, 2020. The Board of Directors has determined that each of the members of the Corporate Governance and Nominating Committee is "independent" under the rules of the NYSE. The Corporate Governance and Nominating Committee makes recommendations to the Board on all matters relating to the Board, including development and implementation of policies on composition, committee participation and size of the Board, changes in the organization and procedures of the Board, the processes used by the Board in its self-assessment and compensation (including equity compensation) of non-employee directors. The Corporate Governance and Nominating Committee oversees matters of corporate governance, including Board performance and director education, and considers and selects director nominees, including those submitted by shareholders in accordance with the Bylaws. The Corporate Governance and Nominating Committee also recommends directors for appointment to committees of the Board. Typically, committee rotations are determined in February, made effective immediately following the annual meeting of shareholders and are reevaluated on a yearly basis. The Corporate Governance and Nominating Committee oversees our Corporate Governance Guidelines and Code. A copy of the Corporate Governance and Nominating Committee Charter is available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption.

        Annually the Corporate Governance and Nominating Committee conducts a multi-part evaluation process coordinated by the chair of this Committee and Lead Director, most recently consisting of: (1) full Board evaluation, (2) evaluations of each committee, (3) director self-assessments, and (4) peer-to-peer director evaluations. The purpose of this process is to determine whether the Board and the committees are functioning effectively. The Board and committee evaluations are conducted by a combination of written questionnaires and one-on-one interviews conducted by the chair of the Committee and/or the Lead Director. The performance criteria for each committee is based on the responsibilities of the committee as set forth in its respective charter. The performance assessment also addresses factors such as each director's meeting attendance, core competencies, independence, and level of commitment. Upon completion of this evaluation process, the Committee reports its conclusions to the full Board. On a regular basis, the Corporate Governance and Nominating Committee reviews the evaluation process to determine if changes or enhancements should be made. Following the most recent evaluation process, the Board identified important strategic and/or fundamental areas that they have requested be areas of focus for Company management during the upcoming year.

        The Corporate Governance and Nominating Committee is responsible for oversight of risks relating to Board succession planning, ethics practices, matters addressed in our Corporate Governance Guidelines, and other corporate governance issues, particularly to the extent that any of these could affect our operations and strategic decisions. To satisfy these oversight responsibilities, the Committee receives assistance and reports from our senior management from time to time.

        The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate nominees for directors. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected. For the purposes of succession planning, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current Board members, executive officers, professional search firms, shareholders or other persons. All candidates complete a nominee questionnaire that solicits information regarding the nominee's background, board experience, industry experience, independence, financial expertise and other relevant information, and are interviewed by at

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least one member of the Corporate Governance and Nominating Committee. These candidates are discussed at regular or special meetings of the Committee and may be considered at any point during the year. As described below, the Corporate Governance and Nominating Committee considers any director candidates recommended by shareholders as well as properly submitted shareholder nominations for candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are forwarded to the Corporate Governance and Nominating Committee. Such nominations must be in accordance with our Bylaws. The Corporate Governance and Nominating Committee also reviews materials provided by professional search firms or other parties. The Corporate Governance and Nominating Committee evaluates all candidates based on the minimum qualifications described below under "—Board Nomination Process" as well as the criteria set forth in our Corporate Governance Guidelines. In evaluating nominations, the Corporate Governance and Nominating Committee seeks to recommend to shareholders a group that can best oversee our success and represent shareholder interests through the exercise of sound judgment using its diversity of experience in various areas. Whether the nominee is recommended by a shareholder or the Board, there is no difference in the manner in which the Committee evaluates nominees.

        The Strategic Planning and Capital Allocation Committee met five times during 2019 and was composed of the following members: Messrs. Bertolini (Chair), Foster, Reese and Wallman. The Strategic Planning and Capital Allocation Committee is responsible for reviewing our capital structure, financial strategies, major acquisitions and investment policies to support prudent and effective capital allocation. The Strategic Planning and Capital Allocation Committee is responsible for oversight of risks relating to material financial decisions, credit policies and ratings, investment strategies and our debt and equity structure. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

        The Science and Technology Committee met two times during 2019 and was composed of the following members: Drs. Kochevar, Mackay (Chair) and Milne and Mr. Chubb. Dr. Andrews joined the Science and Technology Committee on February 28, 2020. The Science and Technology Committee is responsible for identifying and discussing significant emerging trends and issues in science and technology. The Science and Technology Committee is responsible for periodically reviewing and advising the Board on our strategic direction, and on investment in research and development and in technology. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

        The Finance Committee is comprised of the following members: Dr. Milne and Mr. Wallman (Chair). While the Finance Committee regularly engages with, advises and directs management on matters within the scope of its responsibilities, the Finance Committee did not formally meet in 2019. The Finance Committee is responsible for providing ongoing, broad-based guidance and input to management regarding opportunities to enhance finance systems and practices and to promote heightened levels of financial performance and efficiency. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

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        While it is our general policy that all major decisions be considered by the Board as a whole, the Board has delegated authority to an Executive Committee to act on its behalf only in circumstances in which it is not feasible to convene the full Board or when authority has been specifically delegated to the Executive Committee by the full Board. In 2019, the Executive Committee, which consists of Messrs. Bertolini, Foster (Chair), Massaro and Reese and Dr. Milne, was not required to meet.

        The Corporate Governance and Nominating Committee adopted criteria regarding the qualifications required for Board nominees, which can be found in our Corporate Governance Guidelines. These criteria are designed to assure that the Board of Directors is composed of successful individuals who demonstrate integrity, reliability, knowledge of corporate affairs and an ability to work well together. The primary consideration in the selection and retention of directors is their respective ability to fairly represent the interests of our stakeholders. Diversity in business background, area of expertise, skills, educational background, gender, nationality, industry, geography, age and race/ethnicity are also considered, as well as other factors that can provide the Board with a range of informative viewpoints and perspectives. The criteria for director nominees include: the candidate's professional experience and personal accomplishments; the candidate's independence from us and management; the ability of the candidate to attend Board and committee meetings regularly and devote an appropriate amount of effort in preparation for those meetings; the candidate's ability to function as a member of a collaborative group; and the candidate's understanding of the Board's governance role. In addition, the Board evaluates each individual in the context of the Board as a whole, with the objective of recommending to shareholders a group that can best oversee the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of backgrounds and experiences in various areas. In determining whether to recommend a director for reelection, the director's past attendance at meetings and participation in and contributions to the activities of the Board is also taken into consideration.

        The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders. Shareholders may submit director recommendations to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887. Pursuant to our Bylaws, nominations for directors at the Annual Meeting of Shareholders must be received not less than 90 days nor more than 120 days prior to the first anniversary of the previous year's meeting. For information about submitting shareholder proposals, including director nomination proposals, please see the section of this Proxy Statement entitled "Shareholder Proposals for 2021 Annual Meeting."

        All Board members are expected to attend our Annual Meetings of Shareholders, unless an emergency prevents them from doing so. All members of the Board serving at that time attended the 2019 Annual Meeting of Shareholders. During 2019, there were 11 meetings of the Board of Directors. Each director attended 75% or more of the aggregate number of Board meetings and the committee meetings of the Board on which he or she served during 2019.

        Our Corporate Governance Guidelines provide that directors generally may not serve on more than five boards of directors of other publicly traded companies (in addition to our Board or the board of directors of a director's employer). Members of the Audit Committee generally may not serve on more than three publicly traded company audit committees simultaneously (including that of our company). In addition, service on boards and/or committees of other organizations must be consistent with our conflict of interest policies.

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2019 Director Compensation

        We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. Linking a portion of their compensation to stock aligns the interests of directors with the interests of shareholders. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to us, as well as the skill levels required by us of members of the Board.

        The following table sets forth all of the compensation awarded to, earned by, or paid to our directors for the year ended December 28, 2019. Please note that Mr. Foster receives no compensation for his role as director, and the entirety of his compensation is reported in the Summary Compensation Table located on pages 70-71 of this Proxy Statement.

Name
  Fees Earned or
Paid in Cash
($)(1)
  Stock Awards
($)(2)(3)
  All Other
Compensation
($)(4)
  Total
($)
 

George M. Milne, Jr

  $ 101,250   $ 243,606       $ 344,856  

George E. Massaro

  $ 85,000   $ 243,606       $ 328,606  

Robert Bertolini

  $ 83,750   $ 243,606       $ 327,356  

C. Richard Reese

  $ 78,750   $ 243,606       $ 322,356  

Martin Mackay

  $ 73,750   $ 243,606       $ 317,356  

Richard F. Wallman

  $ 73,750   $ 243,606       $ 317,356  

Deborah T. Kochevar

  $ 71,250   $ 243,606       $ 314,856  

Stephen D. Chubb

  $ 65,000   $ 243,606       $ 308,606  

Jean-Paul Mangeolle

  $ 65,000   $ 243,606       $ 308,606  

Virginia M. Wilson

  $ 18,958   $ 142,143       $ 161,101  

(1)
Reflects the aggregate dollar amount of all fees earned for services as a director, including annual retainer fees, committee, and/or committee chair fees. A description of the applicable fees can be found in the narrative below this table. For the following directors, each elected to receive all of their cash retainers in the form of an equivalent value of restricted stock units (RSUs) instead of cash: Dr. Milne, Mr. Bertolini, Dr. Mackay, Mr. Reese, and Mr. Wallman.

(2)
Amounts reflect the full grant date fair value of the RSUs granted to directors in fiscal year 2019 as part of their annual equity grant in May 2019, with the exception of Ms. Wilson (who joined the Board in October 2019 and received her pro-rated equity grant on November 2019), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. See Item 8 "Financial Statements and Supplementary Data—Note 13 to our Consolidated Financial Statements" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation," included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 for a discussion of the assumptions used by us in the Black-Scholes valuation model. As of December 28, 2019, each then-current director held the aggregate number of unvested RSUs as follows: Mr. Bertolini—2,539, Mr. Chubb—1,882, Dr. Kochevar—1,882, Dr. Mackay—2,481, Mr. Mangeolle—1,882, Mr. Massaro—1,882, Dr. Milne—2,694, Mr. Reese—2,501, Mr. Wallman—2,462, and Ms. Wilson—1,071.

(3)
None of our directors received a stock option award in fiscal year 2019. As of December 28, 2019, each then-current director held the aggregate number of option awards as follows: Mr. Bertolini—10,700, Mr. Chubb—10,700, Dr. Kochevar—0, Dr. Mackay—0, Mr. Mangeolle—0, Mr. Massaro—0, Dr. Milne—10,700, Mr. Reese—0, Mr. Wallman—10,700, and Ms. Wilson—0.

(4)
None of our directors received perquisites or other personal benefits equal to or exceeding $10,000 in the aggregate.

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        Prior to May 21, 2019, our policy was to pay each non-employee director an annual base cash fee of $60,000 for service as our director. Members of the Audit Committee were paid an additional annual cash fee of $5,000 in recognition of the additional meetings the Audit Committee holds. Additional cash fees were paid to the Lead Director ($20,000), Chair of the Audit Committee ($20,000), Chair of the Compensation Committee ($15,000), Chair of the Corporate Governance and Nominating Committee ($10,000), Chair of the Finance Committee ($10,000), Chair of the Science and Technology Committee ($10,000), and Chair of the Strategic Planning and Capital Allocation Committee ($15,000) for their added responsibilities. No additional fees are paid for attending meetings of the Board or any committee of the Board. We reimburse expenses incurred by directors in attending meetings of the Board of Directors and of its respective committees.

        Effective May 21, 2019, we revised our director compensation policy as follows: we pay each non-employee director an annual base cash fee of $60,000 for service as our director. Members of the Audit Committee are paid an additional annual cash fee of $5,000 in recognition of the additional meetings the Audit Committee holds. Additional cash fees are paid to the Lead Director ($45,000, unless also serving as the Chair of the Corporate Governance and Nominating Committee, in which case the amount is $30,000), Chair of the Audit Committee ($25,000), Chair of the Compensation Committee ($20,000), Chair of the Corporate Governance and Nominating Committee ($15,000), Chair of the Finance Committee ($15,000), Chair of the Science and Technology Committee ($15,000), and Chair of the Strategic Planning and Capital Allocation Committee ($20,000) for their added responsibilities. No additional fees are paid for attending meetings of the Board or any committee of the Board. We reimburse expenses incurred by directors in attending meetings of the Board of Directors and of its respective committees.

        The Board believes there is a greater opportunity for alignment of the Board's compensation structure with the interests of the Company's shareholders in creating sustained, long-term value by affording the Company's independent directors the opportunity to receive all or a significant percentage of their compensation in the form of restricted stock units (RSUs), with the ability to defer receipt of those RSUs for an extended period of time. Accordingly, (1) directors are permitted to elect in advance to receive their annual cash fees in the form of equivalent value RSUs; and (2) we have established the Charles River Laboratories International, Inc. Non-Employee Directors Deferral Plan (Board DC Plan), which allows directors, if they so choose, to defer receipt of all or a portion of their RSUs for up to a period of five years.

        Effective May 21, 2019, our non-employee director equity compensation policy for each unaffiliated non-employee director is (1) equity having an intended value of approximately $243,500 on the first day of the month following his or her initial election or appointment to the Board; provided, however, that the value of the equity award will be paid pro-rata based on the number of months that have elapsed during the Board term, and (2) equity having an intended value of approximately $243,500 on an annual basis following our annual meeting of shareholders. In fiscal 2019, all equity grants were in the form of restricted stock or RSUs. Effective February 13, 2020, equity grants will be issued half in restricted stock or RSUs and half in the form of stock options (utilizing Black-Scholes pricing models).

        Under our shareholder-approved 2018 Incentive Plan, in a single year, no non-employee director may receive equity awards with a grant date fair value that, when combined with any cash or other compensation granted in the same year, exceeds an aggregate amount of $800,000 (excluding the aggregate grant date fair value of any initial award made to such non-employee director upon his or her initial election or appointment to the Board, which will not exceed $600,000).

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        In order to further align the interests of directors and shareholders, the Board of Directors has mandated that, to the extent permissible, directors have a significant financial stake in the Company. Accordingly, as set forth in the Corporate Governance Guidelines, prior to May 21, 2019, our policy was that each director who has served on the Board for at least three years is required to own a minimum number of shares of Company stock (excluding stock options, stock subject to a future vesting requirement, or other similar unvested and inchoate equity holdings) with a value equivalent to four times the amount of the base cash annual fee that directors are eligible to receive for such services. Subsequent to May 21, 2019, we revised our policy to require that each director to own a minimum number of shares of vested Company stock with a value equivalent to five times the annual cash retainer that such director is eligible to receive during his or her then-current term as a member of the Board. Newly elected directors have five (5) years from election to comply with the new requirement, and in the interim the prior requirement is applicable. Board members who are subject to third-party restrictions on their stock holdings (e.g., certain academic institutions) shall be permitted to own stock in an amount that is appropriate for them in light of such other restrictions. As of the date of this Proxy Statement, all of our directors who have served at least three years are in compliance with the prior holding requirement.

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BENEFICIAL OWNERSHIP OF SECURITIES

Name of Beneficial Owner
  Number of Shares
Beneficially Owned
as of March 16, 2020
  Percentage
of Shares
Outstanding
 

5% Shareholders

             

The Vanguard Group, Inc. 

    5,319,376 (1)   10.7 %

BlackRock, Inc. 

    4,493,953 (2)   9.1 %

Named Executive Officers

   
 
   
 
 

James C. Foster

    329,108 (3)   * %

David R. Smith

    18,844 (4)   *  

Birgit Girshick

    29,720 (5)   *  

David P. Johst

    289,217 (6)   *  

Joseph W. LaPlume

    27,858 (7)   *  

Outside Directors

   
 
   
 
 

Nancy C. Andrews

    124 (8)      

Robert Bertolini

    31,405 (9)   *  

Stephen D. Chubb

    43,071 (10)   *  

Deborah T. Kochevar

    8,306 (11)   *  

Martin W. Mackay

    7,827 (12)   *  

Jean-Paul Mangeolle

    3,886 (13)   *  

George E. Massaro

    12,084 (14)   *  

George M. Milne, Jr. 

    31,567 (15)   *  

C. Richard Reese

    61,661 (16)   *  

Richard F. Wallman

    29,367 (17)   *  

Virginia M. Wilson

    1,071 (18)   *  

All current executive officers and directors as a group (17 persons)

    937,267 (19)   1.9 %

*
Less than 1%.

(1)
The information reported is based on a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. Vanguard has sole voting power with respect to 28,110 shares, sole dispositive power with respect to 5,287,927 of the shares, shared voting power with respect to 9,681 shares and shared dispositive power with respect to 31,449 shares reported in the table. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(2)
The information reported is based on a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. BlackRock has sole voting power with respect to 4,307,432 shares and sole dispositive power with respect to 4,493,953 shares reported in the table. The address of BlackRock is 55 East 52nd Street, New York, New York 10022.

(3)
Includes 17,435 shares of common stock subject to options held by Mr. Foster that are exercisable within 60 days of March 16, 2020.

(4)
Includes 3,304 shares of common stock subject to options held by Mr. Smith that are exercisable within 60 days of March 16, 2020.

(5)
Includes 11,330 shares of common stock subject to options held by Ms. Girshick that are exercisable within 60 days of March 16, 2020.

(6)
Includes 74,242 shares of common stock subject to options held by Mr. Johst that are exercisable within 60 days of March 16, 2020.

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(7)
Includes 13,089 shares of common stock subject to options held by Mr. LaPlume that are exercisable within 60 days of March 16, 2020.

(8)
Includes 0 shares of common stock subject to options held by Dr. Andrews that are exercisable within 60 days of March 16, 2020.

(9)
Includes 3,530 shares of common stock subject to options held by Mr. Bertolini that are exercisable within 60 days of March 16, 2020.

(10)
Includes 3,530 shares of common stock subject to options held by Mr. Chubb that are exercisable within 60 days of March 16, 2020.

(11)
Includes 0 shares of common stock subject to options held by Dr. Kochevar that are exercisable within 60 days of March 16, 2020.

(12)
Includes 0 shares of common stock subject to options held by Dr. Mackay that are exercisable within 60 days of March 16, 2020.

(13)
Includes 0 shares of common stock subject to options held by Mr. Mangeolle that are exercisable within 60 days of March 16, 2020.

(14)
Includes 0 shares of common stock subject to options held by Mr. Massaro that are exercisable within 60 days of March 16, 2020.

(15)
Includes 3,530 shares of common stock subject to options held by Dr. Milne that are exercisable within 60 days of March 16, 2020.

(16)
Includes 0 shares of common stock subject to options held by Mr. Reese that are exercisable within 60 days of March 16, 2020.

(17)
Includes 0 shares of common stock subject to options held by Mr. Wallman that are exercisable within 60 days of March 16, 2020.

(18)
Includes 0 shares of common stock subject to options held by Ms. Wilson that are exercisable within 60 days of March 16, 2020.

(19)
Includes 129,600 shares of common stock subject to options exercisable within 60 days of March 16, 2020. None of the 129,600 shares reflected have been pledged as security.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities. Officers, directors, and such beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 28, 2019, our officers, directors, and such beneficial owners complied with all applicable Section 16(a) filing requirements.

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PROPOSAL TWO—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        In 2017, our shareholders approved the Board of Directors' recommendation that we conduct an advisory vote on executive compensation on an annual basis. Accordingly, Proposal Two requests shareholder approval of the 2019 compensation of our named executives as disclosed in this Proxy Statement.

        The demand for our products and services continued to increase meaningfully in fiscal year 2019. Our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and to access capabilities that they do not maintain internally. Small and mid-size biotechnology clients continued to be the primary driver of revenue growth as these clients benefited from the continued strength in the biotechnology funding environment in fiscal year 2019, from capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Many of our large biopharmaceutical clients have continued to increase investments in their drug discovery and early-stage development efforts and have strengthened their relationships with both contract research organizations (CROs), like Charles River, and biotechnology companies to assist them in bringing new drugs to market. Our full service, early-stage portfolio continued to lead to additional client discussions and new business opportunities in fiscal year 2019, as clients seek to outsource larger portions of their early-stage drug research programs to us.

        As biotechnology funding remains robust and our clients continue to pursue their goal of more efficient and effective drug research to bring innovative new therapies to market, they are evaluating outsourcing more of their research programs, such as discovery services. We have enhanced our Discovery Services capabilities to provide clients with a comprehensive portfolio that enables them to start working with us at the earliest stages of the discovery process. We have accomplished this through acquisitions, including Citoxlab's discovery services in April 2019, KWS BioTest in January 2018 and Brains On-Line in August 2017, and through adding cutting-edge capabilities to our discovery toolkit through partnerships, such as Distributed Bio, BitBio, and Fios Genomics. In fiscal year 2019, demand in our Discovery Services business also increased meaningfully, driven by biotechnology clients as many of these clients either initiated or continued to work with us on integrated programs and other projects. Our efforts to enhance our sales strategies, provide clients with flexible partnering models, and become a trusted scientific partner for our clients' early-stage programs have been successful, and enabled us to attract new clients. Demand from large biopharmaceutical companies also increased. These clients continue to have significant internal discovery capabilities, on which they can choose to rely. In order for large biopharmaceutical clients to increasingly outsource more work to us, we must continue to demonstrate that our services can augment and accelerate our clients' drug discovery processes.

        Demand for our products and services that support our clients' manufacturing activities was also robust in fiscal year 2019. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. To support this increased demand, we continued to expand the capacity of our Biologics business.

        Demand for our Research Models and Services increased in fiscal year 2019, driven by strong demand for research models in China, higher revenue for research model services, and improved pricing. Demand for research models in China continued to be robust in fiscal year 2019, as clients in this growing market continue to value our high-quality research models. Demand for research models services also improved in fiscal year 2019, particularly for our IS and GEMS businesses. The IS business further benefited from a five-year, $95.7 million contract from the National Institute of Allergy and Infectious Diseases, or NIAID, that commenced in September 2018. The continued effect of the consolidation of internal infrastructure within our large biopharmaceutical clients and a longer-term trend towards more efficient use of research models has led to reduced demand for research models

29


outside of China. We are confident that research models and services will remain essential tools for our clients' drug discovery and early-stage development efforts, and the RMS business will continue to be an important source of cash flow generation for us. In addition, in January 2020, we enhanced the RMS business' growth profile and portfolio of critical research tools that we are able to supply through the acquisition of HemaCare, a premier provider of human-derived cellular products used in cell therapies.

        We believe the strong results in 2019 were, in part, derived from our continued focus on our strategic imperatives of:

        Our continued actions toward the achievement of these initiatives in 2019 included the following:

        We believe these actions, together with others we made in 2017 and 2018 and from which we benefited more fully in 2019, significantly contributed to the 36% increase in total shareholder return in 2019 (when the S&P 500 increased approximately 33.0% during the same period) and to the 10.5% increase in GAAP earnings per share from continuing operations and 16.0% increase in non-GAAP earnings per share from continuing operations in 2019. For a detailed discussion of our 2019 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past several years, please see the sections entitled "Our Strategy" and

30


"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 11, 2020.

        Pursuant to Section 14A of the Securities Exchange Act, we are asking our shareholders to approve an advisory resolution on our executive compensation as described in this Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal and required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), provides our shareholders with the opportunity to express their views, on an advisory (non-binding) basis, on our executive compensation for our named executives for fiscal year 2019 as described in the "Compensation Discussion and Analysis" (CD&A) section beginning on page 49 of this Proxy Statement, as well as the Summary Compensation Table and other related compensation tables and narratives found on pages 70 through 89 of this Proxy Statement. The advisory vote is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 2019 Annual Meeting of Shareholders (97.0% of shares voted in support of this matter, including abstentions). We attribute this level of support to the significant actions we implemented from 2012 through 2018, including significant changes to our executive compensation program during that period, as noted below:

        The Compensation Committee believes that these changes were responsive to feedback from investors and enhanced the performance orientation of our executive compensation program. As these elements of our executive compensation program continue today, we encourage shareholders to take these into account in considering the vote presented below.

        Notwithstanding the significant vote of approval for our executive compensation program in 2019, we have embraced the idea of continuing outreach with our shareholders, particularly for corporate governance and executive compensation issues. In the fall of 2019, we reached out to our largest 25 shareholders (which included, to the best of our knowledge, shareholders holding more than 60% of our outstanding stock) and inquired whether it would be helpful to meet and/or speak with us to discuss our corporate governance and executive compensation practices. We received positive responses from, and held one-on-one conversations with, a small subset of these shareholders, with the remainder indicating they were satisfied with our corporate governance and executive compensation practices or otherwise not responding to our inquiries. In these one-on-one meetings, shareholders offered their

31


perspectives on relevant issues, and in each case, we were informed that the shareholders were very satisfied with our financial performance, corporate governance profile, and changes to our executive compensation program. In the few areas where the shareholders indicated they might see opportunities for enhancement, management shared the information to our Board of Directors for future consideration. None of our shareholders advocated for any substantial changes to our executive compensation program.

        In addition to the shareholder outreach we conduct every fall and winter, on September 12, 2019 we hosted our Investor Day in New York City to share our long-term growth and value creation strategy and financial outlook. Throughout the rest of the year, we continued to engage with shareholders in additional one-on-one meetings to provide forums for them to share their feedback. This is part of our ongoing efforts to connect with our shareholders and be responsive to their perspectives on important financial, strategic and governance matters.

        We urge shareholders to read the CD&A on pages 49-68 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and how they are designed to achieve our compensation objectives. The CD&A includes informative data that demonstrates our pay-for-performance alignment, as well as the Summary Compensation Table and other related compensation tables and narratives. Furthermore, for a detailed discussion of our 2019 financial performance and the actions we have taken during the past five years, please also see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 11, 2020.

Advisory Vote and Board Recommendation

        We request shareholder approval of the 2019 compensation of our named executives as disclosed in this Proxy Statement pursuant to the SEC's compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and narrative disclosures that accompany the compensation tables within the Executive Compensation section of this Proxy Statement). This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executives and the compensation philosophy, policies, and practices described in this Proxy Statement.

        Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

        This advisory resolution is non-binding on the Board of Directors. Although non-binding, our Board of Directors and the Committee value the opinions of our shareholders, and will carefully review and consider the voting results when making future decisions regarding our executive compensation program.

        The Board of Directors recommends a vote "FOR" the approval of the advisory resolution on executive compensation.

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PROPOSAL THREE—APPROVAL OF AMENDMENT TO THE 2018 INCENTIVE PLAN

        The Board of Directors believes that the continued growth of the Company depends, in large part, upon our ability to attract, motivate and retain key employees and directors, and that stock incentive awards are an important means of doing so. However, our current pool is not likely to be sufficient to satisfy our prospective equity compensation needs.

        On March 14, 2020, the Board of Directors adopted an amendment to the 2018 Incentive Plan, as amended (the Plan), subject to shareholder approval, to increase the number of shares of Common Stock available for issuance under the Plan by 1,750,000 from 7,198,598 to 8,948,598 to ensure that we may continue to attract and retain key employees who are expected to contribute to our success. The amendment to the Plan also increases the maximum term of stock options and stock appreciation rights to ten years from seven years. The Board of Directors believes that the amendment to the Plan will help the Company continue to achieve our goals by keeping the incentive compensation program dynamic and competitive with that of other companies, and ensuring that we may continue to attract and retain key employees who are expected to contribute to our success. Consistent with our strategic initiatives to grow in part by acquisition, the Plan will also allow us to accommodate and to create the appropriate incentives for a large pool of employees who may join us following such acquisition, and to promote retention among employees of newly acquired businesses

        Our Plan utilizes a fungible pool concept (described in more detail below) where each share issued in connection with awards that do not have option-like features (full-value awards) such as restricted stock and unrestricted stock (including shares issued for above-target payouts earned through performance awards) is counted as 2.3 units, and each share issued that is subject to options, stock appreciation rights and other awards that have option-like features and that expire no more than seven years (prior to giving effect to the proposed amendment) from the date of grant is counted as one unit against the overall reserved and available shares. Accordingly, the Company and our shareholders previously approved the Plan authorizing a maximum of 7,198,598 shares or a minimum of 3,129,825 shares for issuance to eligible participants. As of December 28, 2019, only a maximum of 5,833,014 shares (and a minimum of 2,536,093 shares) remained available for grant under the 2018 Incentive Plan, and as of March 7, 2020, these share amounts were 5,836,608 (maximum) and 2,537,655 (minimum), respectively. The proposed increase in the number of shares authorized under the Plan is anticipated to enable us to grant stock-based awards through 2023. Taking into account the additional 1,750,000 shares the Board has approved to be added to the Plan, depending on the forms of awards granted under the Plan, a maximum of 7,586,608 stock options or stock appreciation rights or 3,298,525 full-value awards could be granted under the Plan. Accordingly, taking into account awards currently outstanding under our preexisting plans (as of March 7, 2020) and shares to be granted under the Plan (including the additional 1,750,000 shares), a range of approximately 3,831,355 to 8,812,116 shares may be issuable in the aggregate under all of the Company's stock plans (comprised of awards currently outstanding and shares available for future grant, but excluding the 675,060 unvested shares of restricted stock and unvested performance share units (calculated at target amounts for performance share units) that are currently outstanding). No further awards are permitted to be granted under any of our preexisting stock option and incentive plans other than the Plan.

        The closing price of Charles River common stock on the NYSE on March 19, 2020 was $108.76.

        The Compensation Committee developed this new share request while taking into account the many institutional investor dilution guidelines, as well as the guidelines of investor advisory firms. We will continue to monitor the comparative advantages and accounting treatment of equity compensation awards going forward, in order to ensure that the Plan continues to promote retention and create incentives in a manner that benefits our shareholders.

        The affirmative vote of a majority of the votes present or represented and entitled to vote at the Meeting is required to approve the proposed Plan amendment. This means that, assuming a quorum is

33


present, the number of votes cast in favor of the proposal must exceed the number of votes cast against it. In addition, under New York Stock Exchange rules, abstentions count as votes cast against the Plan. If the amendment to the Plan is not approved by shareholders, we will not be able to make the proposed additional 1,750,000 shares available for issuance under the Plan.

There are a number of reasons why we believe approving this Plan Amendment is important.

34


35


The Board of Directors believes that the amended Plan, authorizing the issuance of an additional 1,750,000 shares of common stock and increasing the maximum term for stock options and stock appreciation rights from seven years to ten years, is in the best interest of the Company and its shareholders and recommends a vote "FOR" the approval of the Amendment.

Summary of the Plan

        The following is a brief summary of the material terms of the Plan, as proposed. This summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Appendix B to the electronic version of this Proxy Statement as filed with the SEC and may be accessed from the SEC's website (www.sec.gov). In addition, a hard copy may be obtained by making a written request to our Corporate Secretary.

        The Board of Directors and the shareholders approved the Plan, which originally authorized a total of 7,198,598 shares of common stock, in 2018. That total of 7,198,598 shares of common stock included (i) an initial reserve of 439,798 shares remaining available for issuance under the 2016 Incentive Plan as of March 12, 2018, and (ii) an increase of 6,758,800 shares. The maximum number of shares available for issuance with respect to incentive stock options under the Plan will be 3,500,000. The Plan may be amended by the Board of Directors or the Compensation Committee, provided that any amendment which requires shareholder approval in order to ensure (1) continued qualification under the NYSE rules, (2) favorable federal income tax treatment for any incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended or (3) compliance with, or the avoidance of adverse consequences under, Section 409A of the Code, is subject to obtaining such shareholder approval. The Board of Directors has voted to approve an amendment to the Plan to increase by 1,750,000 the aggregate number of shares of Common Stock that may be delivered in satisfaction of awards under the Plan. As of March 19, 2020, the market value of the additional shares to be reserved for issuance under the proposed amendment to the Plan was $108.76 per share. The amendment to the Plan is being submitted for shareholder approval at the Meeting to ensure qualification of the Plan under the NYSE rules and Section 422 of the Code.

Eligibility to Receive Awards

        All employees, non-employee directors, and individuals or entities providing services to the Company or its affiliates (approximately 17,000 employees and 11 non-employee directors as of the

36


date of this Proxy Statement) are potentially eligible to participate in the Plan. Eligibility for incentive stock options is limited to those individuals whose employment status would qualify them for the tax treatment of Sections 421 and 422 of the Code. Participants are not required to provide consideration to the Company or its affiliates for the grant or extension of awards under the Plan, other than to provide services to the Company or its affiliates. The basis for participation in the Plan is the administrator's view, in its sole discretion, that an eligible participant is in a position to make a significant contribution to the success of the Company and its affiliates. In recent years, eleven eligible non-employee directors and approximately 5.34% of employees received awards under the 2018 Incentive Plan.

Non-Employee Director Limit

        The aggregate grant date fair value (determined as of the date of grant) of any award granted under the Plan to an individual upon becoming a non-employee director (an Initial Non-Employee Director Grant) shall not exceed $600,000. An individual non-employee director may not receive under the Plan (or otherwise) in any calendar year awards denominated in shares with a grant date fair value (determined as of the date of grant) that, when combined with the aggregate amount of any cash performance awards and any other compensation granted to such individual in the same calendar year, exceeds an aggregate of $800,000 (excluding an Initial Non-Employee Director Grant).

New Plan Benefits

        The granting of awards under the Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular group or person. Accordingly, a new plan benefits table for the Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the Plan, as described in the proxy rules, are not provided because all awards made under the Plan will be subject to the terms of the Plan and made at the discretion of the Compensation Committee (with respect to all participants other than non-employee directors) or the Corporate Governance and Nominating Committee (with respect to non-employee directors). As of the date of this Proxy Statement, 879,318 awards have been granted under the Plan. Nevertheless, the Company anticipates that awards will be made under the Plan (if approved by shareholders at the Annual Meeting) to our non-employee directors and to our employees in May 2020. If each non-employee director were awarded stock options and restricted stock units in 2020 with the grant date fair value of $243,500, and assuming that no director elected to receive their annual cash fees in the form of equivalent value RSUs, then as of March 7, 2020, each director would receive 3,080 stock options and 786 RSUs pursuant to the Plan (on a group basis, the non-employee directors would receive a total of 33,880 stock options and 8,646 RSUs). For additional information on our annual equity awards to non-employee directors in the last fiscal year, please see the 2019 Director Compensation Table on page 24 of this Proxy Statement. Please also refer to the Summary Compensation Table on pages 70-71 in this Proxy Statement, which sets forth certain information regarding awards granted to our named executives during fiscal year 2019.

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2018 Incentive Plan

Name and Position
  Number of
Stock
Options
  Number of
Shares of
Restricted
Stock/Units
  Number of
Performance
Share Units
 

James C. Foster

    69,743     16,357     43,581  

Chairman, President and Chief Executive Officer

                   

David R. Smith

    13,218     3,100     8,260  

Corporate Executive Vice President and Chief Financial Officer

                   

Birgit Girshick

    11,832     2,775     7,394  

Corporate Executive Vice President, Discovery and Safety Assessment, Biologics and Avian

                   

David P. Johst

    22,819     6,145     14,260  

Corporate Executive Vice President, General Counsel & Chief Administrative Officer

                   

Joseph W. LaPlume

    12,170     2,854     7,605  

Corporate Executive Vice President, Corporate Development & Strategy

                   

All current executive officers as a group

    140,803     33,816     87,987  

All current non-employee directors as a group

    0     21,276     0  

Company employees other than current executive officers, as a group

    313,249     165,883     87,469  

        For additional information on our annual equity awards to non-employee directors in the last fiscal year, please see the 2019 Director Compensation Table on page 24 of this Proxy Statement. Please also refer to the Summary Compensation Table on pages 70-71 in this Proxy Statement, which sets forth certain information regarding awards granted to our named executives during fiscal year 2019.

Administration of the Plan

        The Board or one or more committees of the Board that is appointed or authorized by the Board may administer the Plan. The Compensation Committee administers the Plan with respect to awards for all participants, other than for non-employee directors. The Corporate Governance and Nominating Committee administers the Plan with respect to awards for non-employee directors. Subject to the provisions of the Plan, the Compensation Committee or the Corporate Governance and Nominating Committee, as the case may be, determines the persons to whom awards will be granted, the number of shares to be covered by each stock award, and the terms and conditions upon which each of the awards may be granted, including vesting periods.

Available Shares

        Subject to adjustment upon certain corporate transactions or events, as proposed, up to a maximum of 8,948,598 shares of common stock (the Fungible Pool Limit) may be subject to stock options, stock appreciation rights, restricted stock, unrestricted stock, deferred stock, and other equity-based awards under the Plan. Each share issued or to be issued in connection with awards such as restricted stock and unrestricted stock that do not have option-like features (full-value awards) shall be counted against the Fungible Pool Limit as 2.3 units. Each share issued or to be issued that is subject to options, stock appreciation rights and other awards that have option-like features and that expire no more than seven years from the date of grant for awards issued prior to May 6, 2020 or, assuming the Plan Amendment is approved, ten years from the date of grant for awards issued on or after May 6, 2020 shall be counted against the Fungible Pool Limit as 1 unit. Awards not denominated in shares shall not count against the Fungible Pool Limit.

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        Shares that are forfeited or cancelled shall not be considered to have been delivered under the Plan (and thus will be available for future grant under the Plan), but shares retained by the Company in satisfaction of the exercise price or tax withholding requirements of an award will be considered to have been delivered under the Plan (and thus will not be available for future grant under the Plan). In addition, shares repurchased by the Company with proceeds collected in connection with the exercise of outstanding options will not be added to the number of shares available for future grant under the Plan. The Compensation Committee will administer the appropriate methodology for calculating the number of shares of common stock issued pursuant to the Plan in accordance with the foregoing.

        Subject to adjustment upon certain corporate transactions or events, the maximum number of shares available for issuance with respect to incentive stock options under the Plan shall be 3,500,000.

Description of Awards

        The Plan provides for a range of awards including stock options, stock appreciation rights, restricted stock, unrestricted stock, deferred stock, cash performance awards and grants of cash made in connection with other awards in order to help defray in whole or in part the economic cost (including tax cost) of the award to the participant. In addition, the Plan provides that certain awards may be designated as performance awards if they are related to a performance period determined at the time of grant.

        Stock options under the Plan may be either (1) options intended to qualify as "incentive stock options" under Section 422 of the Code or (2) non-qualified stock options. Incentive stock options may be granted under the Plan to employees of the Company and its affiliates. Non-qualified stock options may be granted to employees of the Company and its affiliates, consultants, and directors.

        In accordance with federal tax laws, the aggregate fair market value (determined at the time of grant) of shares issuable pursuant to incentive stock options which first become exercisable in any calendar year under any incentive stock option of the Company may not exceed $100,000 calculated individually for each option holder. Options granted under the Plan may not be granted at a price less than the fair market value of the common stock on the date of grant, or 110% of fair market value in the case of incentive stock options granted to an employee holding 10% or more of the voting stock of the Company. The Compensation Committee determines the exercise price of each stock option, provided that each option must have an exercise price that is not less than the fair market value of the common stock on the date of grant.

        SARs are rights entitling the holder upon exercise to receive cash or stock, as the Compensation Committee determines, equal to a function (determined by such factors as the Compensation Committee deems appropriate) of the amount by which the stock has appreciated in value since the date of the award. The Compensation Committee determines the exercise price of each SAR, provided that each SAR must have an exercise price that is not less than the fair market value of the common stock on the date of grant.

        Restricted stock is an award of stock subject to restrictions requiring that such stock be redelivered to the Company if specified conditions are not satisfied.

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        Unrestricted stock is an award of stock not subject to any restrictions under the Plan.

        Deferred stock is a promise to deliver stock, other securities, or other property in the future on specified terms described in each deferred stock agreement to a participant (including, for the avoidance of doubt, a director of the Company). Our restricted stock units (RSUs) are a form of Deferred Stock.

        A cash performance award is a performance award payable in cash.

        A performance award refers to an award granted to employees where receipt of an underlying final award is dependent upon satisfaction of specified performance criteria. At the beginning of each performance period, targeted performance levels will be established at which a target performance award may be earned, with a threshold or minimum performance level below which no award will be paid, and a maximum beyond which no additional amounts will be paid. The percentage of each performance award that will become a final award will be determined by the Compensation Committee on the basis of the performance goals established and the performance achieved. A final award may be less than or greater than the target performance award. Final awards may relate to, and upon vesting be paid in the form of, restricted stock, unrestricted stock, deferred stock, cash performance awards or cash (or any combination of the foregoing). Except in the case of a participant's full career retirement, which is subject to age, service, and advance notice requirements, payment of final awards will be contingent upon the participant continuing to render services to the Company at such time (unless this condition is waived by the Compensation Committee). For more information about full career retirement provisions in our equity awards, please see page 63 of this Proxy Statement.

Term of Awards

        Awards of stock options and stock appreciation rights will have a term not to exceed seven years from the date of grant for awards issued prior to May 6, 2020 or, assuming the Plan Amendment is approved, ten years from the date of grant for awards issued on or after May 6, 2020. The administrator of the Plan will determine the terms of all other awards.

Vesting and Exercisability

        The Compensation Committee determines the time or times at which awards under the Plan will vest or become exercisable and the terms on which an award will remain exercisable. However, as discussed below, there are certain minimum vesting periods for issuances of awards that are not performance awards.

Repricings

        Options and SARs may not be repriced, or replaced with any other award (including full-value awards) or repurchased for cash, without shareholder approval.

Transferability of Awards

        No award granted under the Plan is transferable by the holder except by will or by the laws of descent and distribution.

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Certain Share Limits on Awards under the Plan

        Awards will vest as follows: (1) awards that are not performance awards to participants shall vest (i.e., become free of forfeiture restrictions) over a period of time at least three years or more from the date of grant, and no award will vest in part or in whole before 12 months from the date of grant; and (2) full-value awards that are performance awards will be subject to the attainment of performance objectives which require at least 12 months to achieve, and no award will vest in part or in whole before 12 months from the date of grant. However, awards aggregating not more than 5% of the number of shares reserved for issuance under the Plan may be awarded without regard to such vesting requirements set forth in clauses (1) and (2) above.

        Subject to adjustment upon certain corporate transactions or events, the maximum number of shares of stock for which any awards may be granted to any participant annually from and after adoption of the Plan and prior to March 20, 2028 shall be 2,000,000. No awards may be granted under the Plan after March 20, 2028, but previously granted awards may extend beyond that date.

        In addition, no more than $3,000,000 may be paid to any individual with respect to any cash performance award (other than an award expressed in terms of shares of stock or units representing stock). In applying the dollar limitation of the preceding sentence, multiple cash performance awards to the same individual that are determined by reference to performance periods of one year ending with or within the same fiscal year of the Company shall be subject in the aggregate to the $3,000,000 limit. Multiple cash performance awards to the same individual that are determined by reference to one or more multi-year performance periods ending in the same fiscal year of the Company are not included in the limit described above; instead, they are subject in the aggregate to a separate $3,000,000 limit.

        An award may not provide for any dividend or dividend equivalents to be payable to the participant in respect of such award prior to the time at which such award (or applicable portion thereof) vests (and, in the case of a performance award, the applicable performance condition is achieved).

Reclassification of Stock

        Under the Plan, if the shares of common stock shall be subdivided or combined into a greater or smaller number of shares, or if the Company shall issue any shares of common stock as a stock dividend on its outstanding common stock, the Compensation Committee will make appropriate adjustments to the maximum number of shares that may be delivered under the Plan and to the maximum share limits described above, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards then outstanding or subsequently granted, including any exercise prices relating to the awards and any other provision of awards affected by such change.

Certain Transactions

        Other than in connection with awards that are denominated and subject to settlement in cash, awards will not vest in connection with a Covered Transaction unless such Covered Transaction is accompanied by a "double trigger event". For this purpose, a "double trigger event" occurs in connection with a Covered Transaction if (1) the award is not appropriately assumed nor an equivalent award substituted by the surviving, continuing, successor or purchasing company or other business

41


entity or parent thereof, as the case may be, (2) cash or cash equivalents are the sole or primary form of consideration to be received by the shareholder of the Company; and (3) at the time of, or within 12 months following the Covered Transaction, the participant incurs a termination of employment without Cause or for Good Reason (each as defined in the Plan, which is attached as Appendix B to the electronic version of this Proxy Statement as filed with the SEC and may be accessed from the SEC's website (www.sec.gov)).

        Upon a Covered Transaction "double trigger event": (1) in the case of a stock option or SAR, the stock option or SAR shall become fully vested and exercisable immediately upon the occurrence of the double trigger event; (2) in the case of restricted stock, deferred stock or RSUs (in each case other than an award of restricted stock, award of deferred stock or award of RSUs that is a performance award), the restriction period shall lapse and the restricted stock, deferred stock or restricted stock unit (as applicable) shall fully vest immediately upon the occurrence of the double trigger event; and (3) in the case of a performance award, payment under the award shall be subject to the terms set forth in the applicable award agreement.

        A Covered Transaction is deemed to occur where the Company undergoes any of: (1) the consummation of a consolidation, merger or other transaction which results in any individual, entity or "group" acquiring the beneficial ownership, directly or indirectly, of more than 50% of either the then-outstanding shares of common stock of the Company or the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (2) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board of Directors and any new member of the Board of Directors whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board of Directors; (3) the consummation of a sale or transfer of all or substantially all the Company's assets; or (4) a dissolution or liquidation of the Company.

Forfeiture or Clawback of Awards

        The Compensation Committee may determine that any award under the Plan shall be subject to provisions for the forfeiture and/or reimbursement of all amounts received in connection with an award in the event of breach of noncompetition, nonsolicitation, or confidentiality agreements. All awards granted under the Plan are subject to recoupment, to the extent applicable, under the Company's Corporate Governance Guidelines and/or any other recoupment, clawback or similar policy that may be approved by the Board of Directors or any committee thereof. Notwithstanding any other provision of the Plan, a participant shall be required to reimburse the Company amounts received in connection with an award to the extent required under Section 304 of the Sarbanes-Oxley Act of 2002 and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

French Schedule

        The Plan also includes a schedule pursuant to which awards of deferred stock may be granted to participants situated and/or employed in France (French Schedule). The purpose of the French Schedule is to enable the Company to make deferred stock awards which may qualify for favorable tax treatment in France by making certain variations to the terms of the Plan in order to satisfy certain French securities laws, exchange control, corporate law and tax requirements. The French Schedule provides that, in addition to the 12-month minimum vesting requirement described above applicable to all awards, to the extent that the award vests less than two years after the date of grant, the stock acquired on vesting will be subject to a holding period, such that there is a minimum two-year period between the date of grant and the date that the shares may be freely disposed of by the participant.

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Federal Income Tax Considerations

        The following is a description of certain U.S. federal income tax consequences of the issuance and exercise of awards under the Plan under U.S. federal income tax laws as currently in effect. This general tax discussion is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the Plan. Different tax rules may apply to specific participants and transactions under the Plan, particularly in jurisdictions outside the United States. Accordingly, the Company urges each participant to consult his or her own tax advisor as to the specific tax consequences of participation in the Plan under federal, state, local and other applicable laws.

        An optionee is generally not taxed on the grant or exercise of an incentive stock option. The difference between the exercise price and the fair market value of the shares on the exercise date will, however, be considered an adjustment for purposes of the alternative minimum tax. If an optionee holds the shares acquired upon the exercise of an incentive stock option for at least two years following grant and at least one year following exercise, the optionee's gain (or loss), if any, upon a subsequent disposition of such shares is a long-term capital gain (or loss). The measure of the gain is the difference between the proceeds received on disposition and the optionee's basis in the shares (which generally equals the exercise price). If an optionee disposes of stock acquired pursuant to exercise of an incentive stock option before satisfying the one and two-year holding periods described above, the optionee will recognize both ordinary income and capital gain (or loss) in the year of disposition. The amount of the ordinary income will be the lesser of (1) the amount realized on disposition less the optionee's adjusted basis in the stock (usually the exercise price) or (2) the difference between the fair market value of the stock on the exercise date and the exercise price. The balance of the consideration received on such a disposition will be short-term capital gain or long-term capital gain depending on the holding period of the share. The Company is not entitled to an income tax deduction on the grant or exercise of an incentive stock option or on the optionee's disposition of the shares after satisfying the required holding periods described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the optionee disposes of the shares, in an amount equal to the ordinary income recognized by the optionee.

        The grant of a non-qualified option will not result in taxable income to the optionee or deduction to the Company at the time of grant. The optionee will recognize taxable compensation, and the Company will have a corresponding deduction, at the time of exercise in the amount of the excess of the then fair market value of the shares acquired over the exercise price, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon disposition of the shares, the optionee will generally realize capital gain or loss (short- or long-term, depending on the length of the period the shares were held), and the optionee's basis for determining gain or loss will be the sum of the exercise price paid for the shares plus the amount of compensation income recognized on exercise of the option.

        The amount of any cash or the fair market value of any stock received by a participant upon the exercise of SARs under the Plan will be subject to ordinary income tax in the year of receipt, and the Company will be entitled to a deduction for such amount.

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        A participant who receives restricted stock will recognize no income on the grant of the restricted stock and the Company will not qualify for any deduction, unless the election described below is made by the participant. At the time the restricted stock is no longer subject to a substantial risk of forfeiture, a participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the restricted stock at the time the restriction lapses over the consideration paid for the restricted stock, if any. The holding period that determines whether the participant has short- or long-term capital gain or loss begins when the restriction period expires, and the tax basis for the shares will generally be the fair market value of the shares on such date.

        A participant may elect, under Section 83(b) of the Code, within 30 days of his or her receipt of the restricted stock, to recognize ordinary compensation income on the date of transfer in an amount equal to the excess, if any, of the fair market value on the date of such transfer of the shares of restricted stock, determined without regard to certain restrictions, over the consideration paid for the restricted stock, if any. Additional special tax rules apply if the participant forfeits the shares. On a disposition of the shares, a participant will recognize gain or loss equal to the difference between the amount realized and the tax basis for the shares.

        Whether or not the participant makes an election under Section 83(b), the Company generally will qualify for a deduction, at the time and equal to the amount that is taxable as ordinary income to the participant.

        Upon receiving an award of unrestricted stock under the Plan, the participant will realize ordinary income to the extent of the fair market value (determined at the time of transfer to the employee) of such shares, over the amount, if any, paid by the employee for the shares. Such taxable amounts will generally be deductible as compensation by the Company.

        A participant generally does not recognize income, and the Company generally will not be allowed a tax deduction, at the time an RSU is granted. When the RSUs vest and are settled for cash or shares, the participant generally will be required to recognize as income an amount equal to the fair market value of the shares or the amount of cash on the date of settlement, and the Company generally will be allowed a corresponding tax deduction at that time. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is generally treated as capital gain or loss for which the Company is not entitled to a deduction. For purposes of clarity, for federal income tax considerations, the PSUs are considered a variant of RSUs.

        A participant who receives an award of deferred stock will recognize no income on the grant of such award. However, he or she will recognize ordinary compensation income on the later transfer of the actual stock. If at the time of transfer the stock received is subject to a substantial risk of forfeiture, the tax treatment will be the same as discussed above under the caption "Restricted Stock." The Company generally will qualify for a deduction at the time and equal to the amount that is taxable as ordinary income to the participant.

        Generally, a participant will recognize ordinary income and the Company will generally be entitled to a deduction (and will be required to withhold federal income taxes) with respect to such cash awards at the earliest time at which the participant has an unrestricted right to receive the amount of such cash payment.

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        Section 162(m) of the Code provides that the deduction by a publicly held corporation for compensation paid in a taxable year to certain executive officers of the corporation is limited to $1 million per each individual officer. There can be no assurance that such compensation under the Plan will be fully deductible under all circumstances.

        To the extent applicable, awards granted under the Plan are intended to comply with or be exempt from Section 409A of the Code, and the Plan will be interpreted and administered in accordance therewith. The Administrator of the Plan will have the authority unilaterally to accelerate or delay a payment to which the holder of any award may be entitled to the extent necessary or desirable to comply with, or avoid adverse consequences under, Section 409A of the Code (including with regard to an individual deemed to be a "specified employee" under Section 409A of the Code who has received an amount under the Plan deemed to be "deferred compensation" subject to Section 409A of the Code).

        Notwithstanding the foregoing, the Company does not guarantee that the Plan, any awards or any payments with respect thereto are in compliance with Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Internal Revenue Code are satisfied, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes).

Registration with the SEC

        If our shareholders approve the Plan, we will file a Registration Statement on Form S-8 with the Securities and Exchange Commission as soon as reasonably practical after the approval, to register the shares available for issuance under the Plan.

Equity Compensation Plan Information

        The following table summarizes, as of December 28, 2019, the number of options issued under the Company's stock option plans and the number of options available for future issuance under these plans.

Plan Category
  Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
  Weighted average
exercise price of
outstanding options,
warrants and rights
  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
 
 
  (a)
  (b)
  (c)
 

Equity compensation plan approved by security holders:

                   

2007 Incentive Plan

    338,906   $ 68.08     0 (2)

2016 Incentive Plan

    734,343   $ 99.17     0 (2)

2018 Incentive Plan

    434,165   $ 144.32     5,833,014 (2)

Equity compensation plans not approved by security holders

             

Total

    1,507,414 (1)         5,833,014 (3)

(1)
None of the options outstanding under any of our equity compensation plans include rights to any dividend equivalents (i.e., a right to receive from us a payment equal to dividend payments received by holders of our common stock or our other equity instruments).

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(2)
Additionally, we note that, as of December 28, 2019, the zero shares remaining in the 2007 Incentive Plan Fungible Pool and the zero shares remaining in the 2016 Incentive Plan Fungible Pool reflect the balance available after earmarking the full number of shares which may be necessary to settle outstanding 2018 and 2019 PSUs at their potential maximum payouts, taking into account the impact of non-GAAP EPS performance on both grants (in total, 702,374 shares).

(3)
On March 20, 2018, the Board of Directors determined that, upon approval of the 2018 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans, including the 2016 Incentive Plan. Shareholder approval was obtained on May 8, 2018. On March 28, 2016, the Board of Directors determined that, upon approval of the 2016 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans, including the 2007 Incentive Plan. Shareholder approval was obtained on May 11, 2016. On March 22, 2007, the Board of Directors determined that, upon approval of the 2007 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans. Shareholder approval was obtained on May 8, 2007. The 2016 Incentive Plan and the 2018 Incentive Plan each utilizes a fungible pool concept where each share issued in connection with awards that do not have option-like features (full-value awards) is counted as 2.3 units and each share issued that is subject to options, stock appreciation rights, and other awards that expire no more than seven years (prior to giving effect to the proposed amendment) from the date of grant is counted as one unit against the overall reserved and available shares.

        The following table provides additional information regarding the aggregate issuances under our existing equity compensation plans as of December 28, 2019:

Category
  Number of
securities
outstanding
  Weighted average
exercise price
  Weighted average
term
 
 
  (a)
  (b)
  (c)
 

Total number of restricted stock/units outstanding(1)

    496,078   $      

Total number of options outstanding(2)

    1,507,414   $ 105.19     2.72  

Total number of performance share units outstanding(3)

    702,374   $      

(1)
For purposes of this table, only unvested restricted stock and unvested restricted stock units as of December 28, 2019 are included. This number does not incorporate the 2.3 fungible ratio.

(2)
For purposes of this table, only options outstanding as of December 28, 2019 are included.

(3)
For purposes of this table, reflects currently projected potential maximum payouts of outstanding 2018 and 2019 PSUs, taking into account the impact of non-GAAP EPS performance on both grants. This number does not incorporate the 2.3 fungible ratio.

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        The following table summarizes, as of March 7, 2020, the updated number of options issued under the Company's stock option plans and the updated number of options available for future issuance under these plans.

Plan Category
  Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
  Weighted average
exercise price of
outstanding options,
warrants and rights
  Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
 
 
  (a)
  (b)
  (c)
 

Equity compensation plan approved by security holders:

                   

2007 Incentive Plan

    180,929   $ 69.53     0 (2)

2016 Incentive Plan

    620,588   $ 99.59     0 (2)

2018 Incentive Plan

    423,541   $ 144.33     5,836,608 (2)

Equity compensation plans not approved by security holders

             

Total

    1,225,058 (1)         5,836,608 (3)

(1)
None of the options outstanding under any equity compensation plan of the Company include rights to any dividend equivalents (i.e., a right to receive from the Company a payment equal to dividend payments received by holders of common stock or other equity instruments of the Company).

(2)
In addition, we note that as of March 7, 2020, the 0 shares remaining in the 2007 Incentive Plan, 0 shares remaining in the 2016 Incentive Plan Fungible Pool and the 5,836,608 shares remaining in the 2018 Incentive Plan Fungible Pool reflect the balance available after earmarking the full number of shares (at the 2.3 fungible ratio) which may be necessary to settle outstanding 2018 and 2019 PSUs at their potential maximum payouts of 510,458 shares).

(3)
On March 20, 2018, the Board of Directors determined that, upon approval of the 2018 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans, including the 2016 Incentive Plan. Shareholder approval was obtained on May 8, 2018. On March 28, 2016, the Board of Directors determined that, upon approval of the 2016 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans, including the 2007 Incentive Plan. Shareholder approval was obtained on May 11, 2016. On March 22, 2007, the Board of Directors determined that, upon approval of the 2007 Incentive Plan, no future awards would be granted under the preexisting equity compensation plans. Shareholder approval was obtained on May 8, 2007. The 2016 Incentive Plan and the 2018 Incentive Plan each utilizes a fungible pool concept where each share issued in connection with awards that do not have option-like features (full-value awards) is counted as 2.3 units and each share issued that is subject to options, stock appreciation rights, and other awards that expire no more than seven years from the date of grant is counted as one unit against the overall reserved and available shares.

47


        The following table provides additional information regarding the aggregate issuances under the Company's existing equity compensation plans as of March 7, 2020.

Category
  Number of
securities
outstanding
  Weighted average
exercise price
  Weighted average
term
 
 
  (a)
  (b)
  (c)
 

Total number of restricted stock/units outstanding(1)

    323,873   $      

Total number of options outstanding(2)

    1,225,058   $ 110.62     2.78  

Total number of performance shares outstanding(3)

    702,374   $      

(1)
For purposes of this table, only unvested restricted stock and unvested restricted stock units as of March 7, 2020 are included. This number does not incorporate the 2.3 fungible ratio.

(2)
For purposes of this table, only options outstanding as of March 7, 2020 are included.

(3)
For purposes of this table, reflects currently projected potential maximum payouts of outstanding 2018 and 2019 PSUs, taking into account the impact of non-GAAP EPS on the 2018 and 2019 grants. This number does not incorporate the 2.3 fungible ratio.

Share Utilization Disclosure

        The following table summarizes our share utilization with respect to the 2018 Incentive Plan, the 2016 Incentive Plan and the 2007 Incentive Plan over the past three fiscal years. We include this table in recognition that many shareholders find this information useful in evaluating equity compensation proposals, such as this Proposal 3.

Year
  Stock
Options
Granted
  Restricted
Stock/
Restricted
Stock
Units
Granted
  Performance
Shares
Earned(1)
  Total   Basic Weighted
Average
Common Shares
Outstanding
 

Fiscal Year 2017

    603,111     252,616     196,527 (2)   1,052,254     47,481,000  

Fiscal Year 2018

    507,886     220,823     228,233 (3)   956,942     47,947,000  

Fiscal Year 2019

    454,052     220,975     246,786 (4)   921,813     48,730,000  

(1)
In fiscal years 2017, 2018 and 2019, the following PSUs were granted (at target levels), respectively: 212,135; 216,897; 175,456.

(2)
Reflects shares earned for 2015 PSU grants, taking into account all performance factors as of fiscal year end 2017 (the Final Award).

(3)
Reflects shares earned for 2016 PSU grants, taking into account all performance factors as of fiscal year end 2018 (the Final Award).

(4)
Reflects shares earned for 2017 PSU grants, taking into account all performance factors as of fiscal year end 2019 (the Final Award).

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COMPENSATION DISCUSSION AND ANALYSIS

        The purpose of our compensation program is to recruit and retain the strongest possible management team, while simultaneously aligning management's interest with those of our shareholders. With these considerations in mind, the Compensation Committee (referred to in this section of the Proxy Statement as the Committee) has overseen the development, implementation and administration of our Executive Compensation Program (the Compensation Program or Program), described below, for members of senior management including the Chief Executive Officer and the other four executives who are identified in the Summary Compensation Table below (our named executives). Our philosophy behind the Compensation Program is that it should appropriately align executive compensation with both the short- and long-term performance of the Company. Our named executives for fiscal year 2019 are: James C. Foster (Chairman, President and Chief Executive Officer), David R. Smith (Corporate Executive Vice President and Chief Financial Officer), Birgit Girshick (Corporate Executive Vice President, Discovery, Safety Assessment, Biologics and Avian), David P. Johst (Corporate Executive Vice President, General Counsel and Chief Administrative Officer), and Joseph W. LaPlume (Corporate Executive Vice President, Corporate Development & Strategy).

Executive Summary

        We believe that the design of our 2019 Compensation Program is best understood by evaluating it in the context of the business environment in which we have been operating since the end of the previous decade. At that time, large pharmaceutical and biotechnology companies began to undertake significant changes in their operations as they endeavored to improve the productivity of their drug development pipelines, and at the same time, streamline their infrastructures in order to improve efficiency and reduce operating costs. In the past, these actions had an unfavorable impact on sales of our products and services, and on our financial performance, and this, in turn, was reflected in the compensation earned by our officers during those years.

        The demand for our outsourced services has steadily improved over the course of the past seven to eight years, as has demand for products and services to support our clients' manufacturing activities. We have taken several important steps to position the Company to meet this increased demand and to maintain responsiveness to clients' needs:

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        During this same period, we took a variety of decisive actions targeted at strengthening the business, enhancing client satisfaction and returning value to shareholders. Our continued actions toward the achievement of these initiatives in 2019 included the following:

        We believe these actions contributed significantly to our strong financial performance in fiscal year 2019, in which we achieved:

        In addition, the actions listed above were instrumental in our strong financial performance over the three-year period from 2017 through 2019, as reflected in a 97.4% increase in TSR during that period (calculated utilizing the 20 trading-day average closing price immediately preceding the beginning date of the period as compared to the same formula applied through the ending date of the period), as well as payouts for our 2017 PSUs (which have the same three-year measurement term) of 142.1% of target reflective of a 72nd percentile ranking in relative Total Shareholder Return (rTSR) performance over that time. Please see page 65 of this Proxy Statement for more information regarding our 2017 PSU payouts.

        We believe that, when viewed in this context, the compensation for our executive officers was appropriately aligned to our financial performance. For instance, our CEO's annual cash bonus amount was 141.5% of the target, due to the fact that our financial results exceeded three of the four measures on which his annual cash bonus was based: goals tied to Non-GAAP EPS and return on invested capital slightly exceeded expectations, corporate free cash flow was significantly above our expectations, and revenues slightly underperformed expectations. Our other named executives received annual cash bonus amounts ranging from 104.2%-149.9% of the target amount. (For a detailed discussion of our 2019 financial performance, the factors that we believe are influencing demand from our clients, and

50


the actions we have taken during the past years, please see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 11, 2020.)

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 2019 annual meeting of shareholders (97.0% of shares voted in support of this matter; which remained unchanged excluding abstentions). We attribute this level of support to our performance in 2018 and the significant actions we implemented from 2012 through 2018, including significant changes to our executive compensation program during that period, which followed a period of substantial outreach to our shareholders, as follows:

51


        The Compensation Committee believes that these changes have been responsive to feedback from investors and enhance the performance orientation of our executive compensation program. Following further shareholder outreach in the fall of 2019 and into the first few months of 2020, none of our shareholders advocated for any substantial changes to our executive compensation program. Notwithstanding this positive reception, the Board and Committee will continue to explore ways in which Charles River's executive compensation programs could be improved, and we remain committed to ongoing engagement with our shareholders on the various corporate governance topics that are of interest to them.

        Certain elements of our compensation practices reflect legacy decisions and changes that were made in prior years which were designed to ensure alignment between executive compensation and Company performance, and which continue to carry forward and influence our Compensation Program today:

        We believe that all of these adjustments to our Program during this period were appropriate in light of, and consistent with, economic and market environments, our financial performance, the corporate actions taken, and executive compensation trends. Furthermore, the increased focus on near-term financial and operational objectives properly aligned management's incentives with the interests of our shareholders. For example, our pay mix maintains a continued focus on variable, or "at risk," compensation. On average, approximately 84.0% of 2019 target annual compensation for our named executives was based on long-term equity incentives and performance-based bonuses (90.0% for our CEO). Furthermore, annual base salary for our named executives remains a relatively small portion (16.0%) of our named executives' core intended compensation (10.0% for our CEO).

        Furthermore, as seen in the graph below, the alignment between executive pay and our performance is demonstrated by the close correlation from 2008 to 2019 between (1) the total compensation paid (consistent with the Summary Compensation Table) to our CEO in those years and

52


(2) our non-GAAP earnings per share from continuing operations during that period. As illustrated, compensation generally increased with strong performance and decreased when performance declined.

GRAPHIC

        For purposes of this graph, "Other" refers to the total average amounts set forth in the following columns in the Summary Compensation Table on pages 70-71 of the Proxy Statement: (1) Change In Pension Value and Non-qualified Deferred Compensation Earnings; and (2) All Other Compensation. Information with respect to 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, and 2018 compensation is set forth in our 2011 (for 2008-2010), 2012, 2013, 2014, 2015, 2016, 2017, 2018, and 2019 Proxy Statements, respectively.

        Please see Appendix A to this Proxy Statement for reconciliation of our GAAP EPS to non-GAAP EPS for 2008-2019. Specifically regarding venture capital gains and losses, beginning in fiscal year 2019, the Company began to exclude the performance of its venture capital investments from non-GAAP financial results. As a result, the Company recast the prior years' non-GAAP financial results set forth on Appendix A to this Proxy Statement to exclude venture capital gains or losses from non-GAAP earnings per share in order to present this financial metric on a consistent basis for this graph. Accordingly, fiscal years 2010 through 2018 non-GAAP earnings per share have been recast from information provided in prior proxy statements since the Company incurred venture capital gains and losses during each of these years.

53


        In addition to the changes summarized above and the quantified alignment between executive pay and our performance, we maintain existing compensation practices that represent strong corporate governance, including the following:

        The changes to the Program made during the past several years reflect our flexibility in responding to changing market conditions, our business strategy and financial performance, executive compensation standards, and the opinions and suggestions of our investors.

        In addition to changes to the Program, in light of periodic discussions with shareholders and observation of general governance trends, we have made modifications to our corporate governance structure. For instance, in December 2014, we amended our Bylaws to provide for a majority vote standard for election of directors in uncontested elections, and in January 2016, we amended our Bylaws to authorize the removal of directors by shareholders without cause upon an affirmative vote of the holders of a majority of shares entitled to vote.

        We remain committed to ongoing engagement with our shareholders on various corporate governance topics that are of interest to them. We conduct these efforts through meetings and telephone calls throughout the year with our senior management, and provide shareholders with the opportunity to cast an annual say-on-pay advisory vote on executive compensation. We have determined that our shareholders should vote on a say-on-pay proposal every year, consistent with the preference expressed by our shareholders at the 2017 Annual Meeting. The Committee is always open to the input of our shareholders in making future compensation decisions for the named executives. At the same time, we believe that it is important to maintain consistency in our compensation philosophy and approach. While the Committee and our management team understand the impact that immediate economic conditions and our operating performance may have on our stock price, it is important to us that the elements of the Program continue to incentivize management to achieve important short- and long-term operating goals that are intended to strengthen the Company and translate ultimately into stock price appreciation for our shareholders.

Objectives of the Compensation Program

        The Committee reviews and monitors the Compensation Program and compensation policies by reference to specific objectives which are established in accordance with its charter. The Committee recognizes the importance of establishing clear objectives for the Program and evaluating the relative effectiveness of current and proposed compensation policies and practices in advancing those objectives. In keeping with our philosophy that the Program should appropriately align executive compensation with both the short- and long-term performance of the Company, the Committee has determined that the Compensation Program should achieve the following objectives:

54


        To achieve these broader objectives, the current design of the Compensation Program has also been crafted to accomplish the following:

Compensation Elements

        Our Compensation Program for fiscal year 2019 consisted of the following core and supplemental elements:

 
   
   
   
   
    Core Elements

  Supplemental Elements

       
   

Base Salary

Annual Cash Incentive Awards (EICP Plan)

Long-Term Equity Incentive Awards

     

Deferred Compensation Plan

Termination and Change-in-Control Agreements

Retirement Plans

   

        The core elements of compensation are typically those which the Committee evaluates on an annual basis, while the supplemental elements are programs or arrangements that we have included for strategic reasons and are evaluated on a less-frequent basis by the Committee.

        Annual base salary represents a relatively small portion of our named executives' target core compensation (approximately 16%). Approximately 84% of 2019 targeted annual compensation for our named executives was based on variable or "at-risk" compensation elements, reflecting the Committee's focus on ensuring that senior management is appropriately rewarded for actual performance

55


achievements. The following table shows the 2019 total core compensation mix, based on targeted (not actual) compensation.

    2019 Targeted Compensation Mix for Named Executive Officers(1)

                               
        Core
Compensation
Element



 
Foster

 
Smith

 
Girshick

 
Johst

 
LaPlume

 
Average

    "Fixed"
Compensation
      Base
Salary(2)
        10.0%         19.3%         17.9%         14.7%         18.0%         16.0%    
    "At-Risk"       Annual Cash
Incentive
Awards
        10.0%         13.5%         12.5%         10.3%         12.6%         11.8%    
 
    Compensation Elements       Long-Term
Equity
Incentive
Awards
        80.0%         67.2%         69.6%         75.0%         69.5%         72.3%    
(1)
Due to rounding, the columns may add to more or less than 100%.

(2)
For purposes of this table, base salary is determined by the base salary effective as of April 1, 2019, assuming such salary was in effect for all of 2019.

        As described above on page 20 of this Proxy Statement, the Compensation Committee engaged Pay Governance as its independent compensation consultant to advise the Compensation Committee on matters related to 2019 executive compensation. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for our senior executives, compensation program design and market practices generally, guidance on how to appropriately compensate officers, and other topics as the Compensation Committee deems appropriate. The Compensation Committee has authorized Pay Governance to interact with management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee and Pay Governance is included in discussions with management. With respect to fiscal year 2019 compensation determinations, Pay Governance specifically assisted in the following:

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        Pay Governance is directly accountable to the Compensation Committee, which has sole authority to engage, dismiss, and approve the terms of engagement of the compensation consultant. During 2019, Pay Governance did not provide any other services to the Company.

        Only two of the senior executives of the Company (one Named Executive Officer) are regularly involved in assisting the Committee in setting compensation parameters. In her role as our Corporate Senior Vice President & Chief People Officer, Ms. Victoria Creamer assists the Committee by providing data to the Committee's consultants, developing or modifying compensation plans and programs based on the Committee's direction, making recommendations to the Committee, and supporting the Committee's efforts to obtain the information and data required to make well-reasoned decisions regarding the compensation elements which comprise the Program. In his capacity as Chairman, President and Chief Executive Officer, Mr. Foster regularly participates in strategic discussions with the Committee regarding the design and scope of the Program to help ensure that the compensation elements, policies, and practices underlying the Program are properly aligned with the Company's short-term financial and long-term strategic objectives. Mr. Foster also provides recommendations to the Committee regarding modifications that would allow the Program to function more effectively in the context of our evolving business organization, and assists the Committee in evaluating the individual performance of each executive officer (other than himself) to ensure that their respective levels of compensation take such performance into account. As a matter of process, Mr. Foster and Ms. Creamer frequently collaborate to analyze internal and externally-provided compensation data and information, and to provide recommendations to the Compensation Committee.

        The Committee strives in its methodology to provide total core compensation to our named executives that reflects an appropriate market benchmark and a select peer group of companies which are similar to the Company (the peer group). The peer group is primarily comprised of companies operating in the area of life sciences and drug discovery and development, with a particular focus on ensuring that the peer group takes into account the presence of companies, both in the greater Boston area and globally, who compete directly with the Company for scientific and management talent. We draw upon data for comparable companies from public disclosures for the companies in the peer group and from reputable ongoing compensation surveys of similarly sized companies in the industries listed above. Each year the Committee reviews and approves the peer group as well as a target Total Compensation Strategy. The Committee does not target a specific competitive percentile for the named executives, but rather relies on a variety of factors in making pay decisions beyond market data, such as each executive's experience, performance ratings, internal equity, and strategic value of the executive's position to the Company.

        For fiscal year 2019, in conjunction with the changes to the peer group described below, the Committee (with the assistance of Pay Governance) utilized a regression model to analyze the competitiveness of current executive compensation for each executive position. Accordingly, our target Total Compensation Strategy utilizes a methodology whereby target Total Direct Compensation is evaluated against the size-appropriate benchmark data that factors in our Company's relative size compared to the size of peer group companies and that is established for each position by reference to the peer group. Total Direct Compensation in 2019 for our named executives generally approximated the range of competitive market data suggested by the executive's associated market benchmark and took into account the various qualitative factors listed above.

        The peer group identified by Pay Governance consists of industry comparators, both larger and smaller in revenue size than Charles River; accordingly, Pay Governance has developed a method of adjusting proxy compensation data for the peer group using common statistical regression methods to

57


result in a good correlation between the proxy data and Charles River's corporate revenue, such that the regressed proxy revenue is commensurate to Charles River's revenue. This size-adjusted peer group proxy data is then blended with size-appropriate, custom compensation survey data (with proxy data weighted 75% and survey data weighted 25% for the named executive officer benchmarks) to derive a "market composite benchmark" for evaluating our executive compensation. The Committee originally adopted this "market composite benchmark" methodology and a peer group that is relatively large in number of component companies for evaluating and setting 2012 executive pay levels, in part due to industry consolidation presenting a challenge to maintaining a consistent group of peer companies year-over-year, and has continued with its use since.

        For evaluating 2019 compensation levels, the proxy peer group consisted of the following 38 companies:

    Abbott Laboratories       Eli Lilly and Company       PerkinElmer Inc.    
    Alexion Pharmaceuticals*       Endo International       Pfizer Inc.    
    Allergan, Inc.       Gilead Sciences, Inc.       PRA Health Sciences*    
    Amgen Inc.       Hologic Inc.*       Quest Diagnostics Incorporated    
    Baxter International Inc.       Icon plc       Regeneron*    
    Becton, Dickinson and Company       IDEXX Laboratories Inc.       Steris Corporation    
    Bio-Rad Laboratories, Inc.       Illumina, Inc.       Syneos Health*    
    Biogen Idec, Inc.*       IQVIA*       Teleflex    
    Boston Scientific Corporation*       Laboratory Corporation of America       Thermo Fisher Scientific Inc.    
    Bristol-Myers Squibb Company           Holdings       Vertex Pharmaceuticals Incorporated*    
    Bruker Corporation       Medtronic, Inc.       Waters Corporation    
    Catalent       Merck & Co., Inc.       West Pharmaceutical Services    
    Celgene Corporation*       Mettler-Toledo
Myriad Genetics
           

        Custom compensation survey data included information from 10 peer group companies (noted with *), as well as from Acelity L.P., Inc.; Agilent Technologies, Inc.; Alkermes, Inc.; BioMarin Pharmaceutical; Edwards Lifesciences Corp., Halyard Health Inc.; Hill-Rom Holdings, Inc.; Horizon Pharma, Inc.; Incyte Corporation; Integer Holdings Corporation; Integra LifeSciences Holdings Corporation; Mallinckrodt Pharmaceuticals; OPKO Health, Inc.; Ortho Clinical Diagnostics, Inc.; and Pharmaceutical Product Development, LLC.

        For evaluating 2020 compensation levels, the proxy peer group will remain the same.

        Our compensation philosophy embraces the premise that establishing base salaries at a reasonable level helps to promote retention and acts as an appropriate balance to other forms of variable or "at-risk" compensation. We pay base salaries within a range designed to approximate the market benchmark of executives with similar responsibilities in the peer group and surveys. Actual base salaries are determined after considering the competitive data, overall competitive position as compared to our compensation philosophy, prior base salary and other compensation, the performance of the individual, any promotions or significant changes in responsibility, the Company's overall salary annual increase budget, and internal equity considerations. None of these considerations is given specific weight.

        In setting base salaries for our named executives, the Committee historically has taken into account the lengthy tenure of executive officers, as well as their continued long-time superior performance, which has resulted in base salaries generally gravitating towards the top of the range approximating the targeted market benchmark.

58


        Base salaries for our named executives for 2019 (effective as of March 24, 2019) were as follows:

Name
  2019 Salary  

James C. Foster

  $ 1,286,203  

David R. Smith

  $ 560,268  

Birgit Girshick

  $ 450,142  

David P. Johst

  $ 682,745  

Joseph W. LaPlume

  $ 465,000  

        Our Compensation Program includes an annual cash bonus element which closely links a significant portion of executive pay to the achievement of short-term performance targets that are critical to meeting our stated financial objectives for the year. These targets are typically tied to specific financial metrics derived from our fiscal year operating plan. However, where appropriate, the Committee also approves non-financial goals that are designed to focus individuals on attaining objectives which include near-term, non-financial objectives that are also critical to the achievement of long-term strategic goals and ultimately promote the positive long-term financial performance of the Company. Our annual cash incentive awards are structured to appropriately reduce or eliminate the amount of such awards if performance falls short of the established performance targets, and to appropriately increase the amount of such awards if performance exceeds established targets, subject to a maximum incentive award opportunity. It is intended that the target award, when aggregated with the base salary, will provide a competitive level of cash compensation when each named executive achieves the performance objectives established for him or her by the Committee. Actual bonus awards are determined according to each named executive's performance in relation to his or her approved objectives, which are primarily based upon corporate and/or business unit performance.

        To implement our annual cash incentive awards, the Committee administers the Executive Incentive Compensation Plan (EICP) which applies to executive officers and other key employees of the Company. We have designed the EICP to reward executives for their contributions to the success of the Company based on predetermined corporate/business unit, functional, and/or individual objectives. The Committee annually establishes performance objectives and corresponding performance ranges for the named executives. These performance objectives and ranges are generally developed through our annual financial planning process, whereby we assess the future operating environment and build projections of anticipated results to align the performance expectations of this plan with the overall business objectives of the Company.

        Target award percentages for the named executives are 70% of base salary for Corporate Executive Vice Presidents and 100% of base salary for the Chief Executive Officer. The participant's total target award opportunity percentage is divided among a variety of weighted performance objectives which may change from year to year, but historically have included non-GAAP operating income (OI), revenue, non-GAAP earnings per share (EPS), non-GAAP free cash flow (FCF), return on net operating assets (RNOA), return on invested capital (ROIC) and other key Company performance metrics. The Committee believes that these financial metrics are very good measurements for assessing how the Company is performing from a financial standpoint. In particular, EPS is generally accepted as a key driver of shareholder return. The OI, ROIC and FCF metrics measure how efficiently and effectively management deploys its capital and generates capital liquidity for corporate usage in pursuing opportunities that enhance shareholder value. Minimum and maximum performance levels for each performance objective are incorporated into the plan. For the performance objectives assigned to each of the named executives, minimum performance levels for 2019 were set at 90% of the target performance objective, and maximum performance levels were set at 108% of the target performance objective. The maximum payout achievable in 2019 was 250% of target. At the end of each fiscal year,

59


we compare the Company's (and applicable business units') final performance for the fiscal year against the Company's (or business units') targeted performance established at the beginning of such fiscal year, except where an adjustment to the targeted performance is warranted due to an unanticipated intervening event which would have an unintended and significant impact on the payout (which occurred in 2019 due to the CitoxLab acquisition). These measurements determine the EICP payout levels for each of the performance objectives tied to corporate (or business unit) performance. To determine a participant's actual award, each performance objective's payment level is multiplied by the relative weight of the performance objective, and the cumulative amounts are aggregated to determine the individual's total EICP award amount.

        On December 3, 2018 the Committee established the 2019 EICP performance criteria for the named executives as described in the table that follows below. To avoid any unintended windfall resulting from the Company's acquisition of CitoxLab (which was anticipated at the beginning of 2019, but was not closed until April 2019), the original EPS, OI, revenue, FCF and ROIC targets were later adjusted upwards by the Board of Directors at their meeting in May 2019 to take into account the short-term effect of the acquisition. Overall, in 2019 there were significant performance variances among performance criteria. The variable EICP amounts awarded to our named executives contained in the table below reflect the differing performance of various performance criteria and the degree to which specific formal objectives were achieved, consistent with our pay-for-performance executive compensation design. We believe that the variability in the magnitude of the EICP amounts awarded correlates closely with the relative performance of the officers' respective business units (as compared to the targeted performance goals), and reflects a proper use of bonus compensation to distinguish between levels of annual performance. Year-to-year, EICP awards reflect such performance and payout variability as shown in the table on page 62 of this Proxy Statement.

        The Committee has the discretion to employ its judgment in determining individual awards, and in fact approves the entire EICP award for each named executive. In addition to the quantitative factors, final individual EICP awards for the named executives incorporate both (1) the Chief Executive Officer's recommendations (other than for himself), and (2) the Committee's assessment of each named executive's overall individual performance and contribution. In addition, the Committee, in its sole discretion, may modify or change the EICP at any time. With respect to the 2019 fiscal year, the target amounts and objectives were modified to neutralize the impact of the acquisition of CitoxLab in April 2019. The following table shows the fiscal year 2019 target EICP cash bonus, performance goals,

60


goal attainment levels, and cash bonuses actually paid (in February 2020) for each of our named executives:

 

Named Executive

Target
% (of
base
salary)




Target
EICP
Award
Amount




Actual
EICP
Award
Amount




Performance
Goal


Weighting

Target

Actual

 

James C. Foster

  100 %   $ 1,286,203   $ 1,820,543   1.  EPS(1)   30%   $6.59   $6.73  

 

                2.  Revenue(1)(2)   30%   $2,667 million   $2,621 million  

 

                3.  FCF(1)(3)   20%   $320.0 million   $340.4 million  

 

                4.  ROIC(4)   20%   9.60%   9.77%  

 

David R. Smith

  70 %   $ 392,188   $ 587,705   1.  EPS(1)   35%   $6.59   $6.73  

 

                2.  Revenue(1)(2)   20%   $2,667 million   $2,621 million  

 

                3.  FCF(1)(3)   25%   $320.0 million   $340.4 million  

 

                4.  ROIC(4)   20%   9.60%   9.77%  

 

Birgit Girshick

  70 %   $ 315,099   $ 408,545   1.  EPS(1)   20%   $6.59   $6.73  

 

                2.  Revenue(1)(5)   30%   $1,844 million   $1,817 million  

 

                3.  FCF(1)(3)   20%   $320.0 million   $340.4 million  

 

                4.  OI(5)   30%   $407.9 million   $398.4 million  

 

David P. Johst

  70 %   $ 477,921   $ 676,469   1.  EPS(1)   30%   $6.59   $6.73  

 

                2.  Revenue(1)(2)   30%   $2,667 million   $2,621 million  

 

                3.  FCF(1)(3)   20%   $320.0 million   $340.4 million  

 

                4.  ROIC(4)   20%   9.60%   9.77%  

 

Joseph W. LaPlume

  70 %   $ 325,500   $ 392,485   1.  EPS(1)   30%   $6.59   $6.73  

 

                2.  Revenue(1)(2)   40%   $2,667 million   $2,621 million  

 

                3.  ROIC(4)   30%   9.60%   9.77%  
(1)
For purposes of 2019 EICP performance goals, consistent with the way the Company reports its non-GAAP financial results in its earnings releases, EPS (and to the extent applicable, OI) excluded the following items (and, for EPS, their related tax effect): the amortization of intangible assets, and certain other charges related to our acquisitions; expenses associated with evaluating and integrating acquisitions and divestitures, as well as fair value adjustments associated with contingent consideration; charges, gains, and losses attributable to businesses or properties we plan to close, consolidate or divest; severance and other costs associated with our efficiency initiatives; the write-off of deferred financing costs and fees related to debt refinancing; gains and losses attributable to our venture capital investments; and the non-cash tax benefit related to the Company's international financing structure. The Committee determined that it was appropriate to exclude these items as they are outside our normal core operations.

(2)
For purposes of this 2019 EICP performance goal, revenue was based on the Company's net revenue.

(3)
For purposes of this 2019 EICP performance goal, FCF was based on net cash provided by operating activities less capital expenditures.

(4)
For purposes of this 2019 EICP performance goal, percentage ROIC was based on the Company's income divided by the average of the Company's Invested Capital calculated as of the end of fiscal year 2019 plus Invested Capital calculated as of the end of fiscal year 2018. Invested Capital is the sum of the following line items for the Company's consolidated balance sheet set forth in the Annual Report on Form 10-K filed with the SEC on February 11, 2020: (1) current portion of long-term debt and finance leases; (2) long-term debt, net and finance leases; and (3) total equity.

(5)
For Ms. Girshick, revenue and OI was determined on the basis of the worldwide operating businesses for which she had responsibility rather than on a corporate-wide basis.

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        For historical comparative purposes, the percentages of targeted vs. actual annual cash incentive awards for our current named executives for fiscal years 2012-2019 are shown in the table below (including actual cash award magnitude for fiscal years 2017-2019):

Name
Actual %
of Cash
Incentive
Award vs.
Target -
2012
Actual %
of Cash
Incentive
Award vs.
Target -
2013
Actual %
of Cash
Incentive
Award vs.
Target -
2014
Actual %
of Cash
Incentive
Award vs.
Target -
2015
Actual %
of Cash
Incentive
Award vs.
Target -
2016
2017 Cash
Incentive
Award
Actual %
of Cash
Incentive
Award vs.
Target -
2017
2018 Cash
Incentive
Award
Actual %
of Cash
Incentive
Award vs.
Target -
2018
2019 Cash
Incentive
Award
Actual %
of Cash
Incentive
Award vs.
Target -
2019

James C. Foster

59.0% 81.6% 154.0% 156.6% 152.5% $1,227,700 102.7% $2,333,580 188.7% $1,820,543 141.5%

David R. Smith

81.4% 156.7% $361,939 99.3% $726,049 192.5% $587,705 149.9%

Birgit Girshick

$480,948 168.8% $408,545 129.7%

David P. Johst

59.0% 81.6% 154.0% 156.6% 152.5% $456,183 102.7% $867,101 188.7% $676,469 141.5%

Joseph W. LaPlume

$392,485 120.6%

        Long-term incentive (LTI) compensation, in the form of performance share units (PSUs), stock options, and restricted stock grants or restricted stock units (RSUs), allows individuals to share in any appreciation in the value of our common stock. We design the amounts and types of long-term equity awards to reward performance and create incentives to meet long-term objectives. Because the Committee particularly values long-term shareholder value creation, we target long-term equity incentives to provide total compensation opportunities that, if achieved, would result in market-competitive pay levels for our executives. The Committee reviews and approves long-term equity incentive awards to named executives on an annual basis. The Committee believes that PSU, stock option, and RSU awards align the recipient's interests with those of the shareholders.

        Historically, the Committee typically targeted the first quarter of our fiscal year for granting annual stock awards to eligible recipients, absent an extraordinary event. We have made such grants in recent years, although commencing in 2020 it is expected that we will target the timing of such grants to occur during the second quarter of the fiscal year, shortly after our annual meeting of shareholders. The Committee endorsed this change to better align the timing of planning of equity grants with the planning of salary increases, allowing our managers to take a more holistic view of total compensation.

        The Committee seeks to structure equity grants so that they are awarded during an open-window period as designated by our Insider Trading Policy, or, if Committee approval is provided during a non-window period, then the grants are made effective on the second business day following our press release with respect to financial results for the prior quarter. This policy is intended to ensure that options are awarded at a time when the exercise price fully reflects all recently disclosed information. In the case of new hires eligible to receive equity grants, grants are generally made on the first business day of the month following the date the individual commences employment.

        While the Compensation Committee's Charter permits delegation of the Committee's authority to grant equity in certain circumstances, all grants to executive officers are made by the Compensation Committee itself and not pursuant to delegated authority.

        We have never had any programs, policies, or practices which are intended to time stock option grants with the release of material, non-public information in a manner which would provide advantageous option exercise prices to grant recipients. Option exercise prices are, in all cases, equal to the closing price of our common stock on the date of grant.

        At the beginning of fiscal year 2019, as requested by the Compensation Committee, Company management, in consultation with the outside consultants, recommended to the Committee target values of stock options, RSUs, and PSUs, based on then-current pricing models, which were utilized by the Committee to establish preliminary target values of long-term equity awards for the named executives. In February 2019, when the annual awards were actually granted, the Committee approved

62


stock options, RSUs, and PSUs using this valuation model, taking into account the 30-day average closing price of our common stock, up to and including the date of grant.

        In determining award levels for annual equity awards to named executives, the Committee takes into account the values of awards made to similarly situated individuals in the peer group, the individual market benchmark for each executive's position, our overall performance, the individual performance of the named executive in the immediately preceding year, and other similar factors. An absolute target value of long-term equity awards (determined in dollars) is approved by the Committee. This value is then allocated between the types of LTI awards the Company is awarding during that particular year. These determinations are typically evaluated during the first month of the fiscal year and approved at the Committee's meeting in February. Once the intended value of the awards is determined, the numbers of long-term equity awards (in 2019, stock options, RSUs, and PSUs) have historically been fixed utilizing an estimated stock price (the 30-trading-day average closing price as of the date of the grant). We have utilized the estimated stock price methodology to guard against dramatic, short-term stock price movements that might artificially reduce or increase the number of shares granted, and we believe the methodology appropriately served its intended purpose. However, in 2020 we are modifying our methodology to utilize the closing price on the date of grant to determine the numbers of long-term equity awards that will be granted. We are making this change to better align actual granted values with the values intended during the planning process.

        The intended value of the February 2019 grant was apportioned to the named executives as follows: approximately 60% in the form of PSUs, approximately 20% in the form of time-vested RSUs, and approximately 20% in the form of time-vested stock options, a program developed with the assistance of the Committee's compensation consultant and implemented in 2013.

        With our more recent equity grants, we have generally included a full career retirement provision for equity awards that provides for the continued vesting of unvested equity grants for employees who retire after meeting the following specified criteria:

        The material features of the PSUs granted to our named executives in 2019 are as follows:

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        For the 2019 grant, at the end of the fiscal year 2019, actual non-GAAP EPS was compared to target 2019 non-GAAP EPS and the Base Award was calculated. The table below shows this calculation, as well as the adjusted minimum and maximum Final Award amounts that may result based on rTSR at the end of the three-year performance period.

                Future Final Award Levels (as % of Target Award)

 
  2019 PSU Grant
Base Award Calculation


rTSR
£10th percentile


rTSR =
50th percentile


rTSR
³90th percentile


  Target
Non-GAAP
EPS
  Actual
Non-GAAP
EPS
  Actual Non-GAAP
EPS as %
of Target
  Base Award
(as % of Target
Award)
  Minimum
(Base Award × 65%)
  Target
(Base Award × 100%)
  Maximum
(Base Award × 135%)
 
  $6.59*   $6.73   102.1%   110.5%   71.8%   110.5%   149.2%  
*
The original grants of 2019 PSUs to all of our officers, including the named executives, occurred in February 2019, after the Company entered the agreement to acquire CitoxLab, but prior to the closing of the transaction, which was anticipated to occur early in the second quarter of 2019. Since it was assumed that, if consummated, that transaction would have a positive effect on our non-GAAP EPS in 2019, which would otherwise result in an unintended windfall for the recipients, the Compensation Committee provided in the grants that the

64


    target non-GAAP EPS target, which was originally established at $6.40, would be adjusted by the Compensation Committee to reflect the impact of the acquisition consistent with the Company's revised operating plan within 60 days of any closing. Accordingly, the Compensation Committee raised the target non-GAAP EPS to $6.59 shortly after the acquisition of CitoxLab.

        In February 2020, the Committee finalized the adjustments for the initial PSUs that were awarded in 2017 to our then-executive officers. The chart below shows this calculation, as well as the adjusted Final Award Percentage amounts that resulted based on rTSR at the end of the three-year performance period.

                Final Award Levels

 
  2017 PSU Grant Base
Award Calculation


rTSR =
72nd percentile

 
  Target
Non-GAAP
EPS
  Actual
Non-GAAP
EPS
  Actual Non-GAAP
EPS as %
of Target
  Base Award
(as % of Target
Award)
  rTSR
Adjustment
  Final Award
(as % of Target
Award)
 
  $5.10   $5.27   103.3%   116.5%   122.0%   142.1%  

        The named executives are eligible for certain benefits, such as medical, dental, basic life insurance, and employer contributions to the Company's 401(k) plan, which are generally available to all of our employees. In addition, the Company utilizes leased aircraft for business purposes on infrequent occasions where it is determined that such use is a prudent, economical, and efficient method of transportation. Mr. Foster is permitted to utilize the Company-leased aircraft for non-business purposes, including allowing family members to accompany him on business travel. Mr. Foster reimburses the Company for the full incremental costs and/or Standard Industry Fare Level (whichever is higher) of such usage. We believe this benefit increases the level of safety and security for Mr. Foster, enables him to make more efficient use of his travel time, and entails no incremental cost to the Company for any accompanying family members and/or non-business travel.

Supplemental Elements of the Compensation Program

        We have a number of supplemental elements in the Compensation Program which are considered by the Committee, but do not factor directly into the annual determination of executive compensation. These elements have unique features and roles in the Program which led to their initial implementation and they continue to be important to the Program generally.

        As described in more detail in this Proxy Statement under "Executive Compensation and Related Information—Potential Payments upon Termination or Change in Control," the Compensation Program includes both (1) an Officer Separation Plan and (2) Change-in-Control Agreements. Historically, Company policy has been to provide eligibility under both the Officer Separation Plan to officers with the position of corporate vice president or higher, and a Change-in-Control Agreement to officers with the position of corporate executive vice president or higher. Both of these compensatory elements operate similarly: upon specified events which result in either the termination of the officer and/or a change in control of the Company, particular benefits will accrue to the officer (although payments made under the Change-in-Control Agreements will generally reduce or offset payments and benefits to which the officer may be entitled under the Officer Separation Plan). Each of the named executives is eligible to receive benefits under the Officer Separation Plan and each has a Change-in-Control Agreement.

        The Company views these compensatory elements as serving three important purposes:

65


        The Committee periodically conducts formal and informal market checks and believes that both the levels of payment to be made under these programs and the applicable triggers are appropriate and consistent with current general market practices.

        As described in more detail in this Proxy Statement under "Executive Compensation and Related Information—2019 Nonqualified Deferred Compensation," the named executives receive a compensatory element in connection with our Deferred Compensation Plan. For Messrs. Foster and Johst, who were participants in the Company's now-discontinued Executive Supplemental Life Insurance Retirement Plan (ESLIRP), the Company credits to their accounts the present value of the annual Company accrual as it would have been calculated under the ESLIRP. These credits can vary significantly year-to-year as the ESLIRP formula is dependent on the average of the highest five consecutive years of compensation. When these executives incur several consecutive years of relatively flat or decreasing executive compensation (such as occurred between 2008-2012), the highest-five-consecutive-year compensation average remains relatively static and the credit is small or zero. Conversely, when there are several consecutive years of increasing compensation, the cumulative effect of those years may result in a single-year credit spike. Such variations can be seen, for instance, in the amounts credited to Mr. Foster over the past several years: $7,310 (2011), $0 (2012), $0 (2013), $0 (2014), and $360,047 (2015), with increases of $2,607,660, $1,223,422, $907,510 and $2,238,068 in 2016, 2017, 2018, and 2019, respectively, as noted under "All Other Compensation" in the Summary Compensation Table on pages 70-71 of this Proxy Statement.

        For Ms. Girshick, and Messrs. Smith and LaPlume, the Company provides an annual contribution to their Deferred Compensation Plan account equal to 10% of the sum of their base salary plus the lesser of (1) their target annual bonus or (2) actual annual bonus.

        We provide a Deferred Compensation Plan because the Company wishes to permit our executive employees to defer the obligation to pay taxes on certain elements of their compensation while also potentially receiving earnings on deferred amounts. The Deferred Compensation Plan was implemented to motivate and ensure the retention of employees by providing them greater flexibility in structuring the timing of their compensation payments. The employer contributions to the Deferred Compensation Plan ultimately have their origins in the legacy ESLIRP program, which was a long-standing element of our executive compensation package.

        As described in more detail in this Proxy Statement under "Executive Compensation and Related Information—2019 Pension Benefits," the Company historically provided a retirement benefit for certain U.S. employees, including certain of the named executives, until 2002, when the Company amended the existing U.S. defined benefit pension plan to exclude new participants. Effective April 30, 2008, we froze the U.S. pension plan, and no additional benefits will accrue to participants (and all participants' rights to benefits under the pension plan have fully vested). During 2019 we commenced the process to terminate the U.S. pension plan, which expected to be completed during 2020.

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Other Factors Underlying the Ongoing Implementation of the Compensation Program

        Our officer stock ownership guidelines operate as a related feature to the Compensation Program. The Board of Directors believes that senior management should have a meaningful economic stake in the Company in order to align the interests of management and our shareholders. Therefore, the Board has adopted stock ownership guidelines for senior management which are designed to satisfy an individual executive's need for portfolio diversification, while maintaining management stock ownership at levels high enough to assure our shareholders of management's commitment to creating corporate value.

        Under these guidelines, members of our senior management are required to maintain an ownership position, expressed as a multiple of salary, as follows:

CEO

  Six times base salary (increased in February 2020 from four times)

Direct reports to the CEO

 

Three times base salary (new as of February 2020)

Corporate Senior Vice President (not reporting to the CEO)

 

Two times base salary

Corporate Vice President

 

One-time base salary

        Officers have four years from the time they attain the executive level listed above to comply with the ownership requirements. Stock options are not counted toward the holding requirement. Until January 2019, approximately 60% of unvested restricted stock (units) and 65% of the value of PSUs were generally counted toward the holding requirement. However, effective January 1, 2019, the Corporate Governance and Nominating Committee modified this requirement to only count vested full value shares (i.e. restricted stock (units) and PSUs) towards the holding requirement, but provided officers with another 24 months (until January 1, 2021) to accumulate the necessary equity to satisfy the new holding requirements. The Committee periodically reviews stock ownership levels of members of our executive management to ensure compliance. As of the date of this Proxy Statement, our current named executives were in compliance with the holding requirements (and, as demonstrated in the Beneficial Ownership table on pages 27-28 of this Proxy Statement, in many cases, far exceed the required holding).

        Our Corporate Governance Guidelines include a recoupment (also known as clawback) policy. This policy applies to all of our executive officers. Under this Clawback Policy, in the event of a restatement of all or a significant portion of Charles River's financial statements that has been determined by the Board to be due to the gross negligence, intentional misconduct, or fraud by an executive officer, the Board has the discretion to require repayment of a portion or all of any annual bonus (including under the Executive Incentive Compensation Plan), vested restricted stock, RSUs, performance awards, or other incentive-based compensation (incentive compensation) paid to such executive officer or former executive officer and/or effect the cancellation of any unvested incentive compensation, subject to specified criteria. The action permitted to be taken by the Board under the Clawback Policy is in addition to any and all other rights of the Board and/or the Company under applicable law and contract. The Board intends to revise the Clawback Policy, as necessary, to comply with the final SEC rules regarding recoupment policies of the Dodd-Frank Act.

67


        We grant equity incentives for the reasons discussed above, including aligning the interests of our employees with those of shareholders. Our Statement of Policy Concerning Trading Policies (Insider Trading Policy) prohibits employees (including our named executives) and directors from trading in our derivative securities, such as puts or calls on our common stock, or to pledge our stock, since such activities may diminish the alignment we are trying to foster, as well as expose the Company to potential embarrassment. The Insider Trading Policy also prohibits all employees (including our named executives) and directors from engaging in hedging transactions, such as purchasing prepaid variable forwards, equity swaps, collars and exchange funds. Our Insider Trading Policy also prohibits the purchase or sale of Charles River securities while in possession of material, non-public information, or otherwise using such information for one's personal benefit. Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934 so that they can prudently diversify their asset portfolios and exercise their stock options prior to their scheduled expiration dates.

68



REPORT OF COMPENSATION COMMITTEE

        The Compensation Committee, composed of independent directors, has reviewed and discussed the above Compensation Discussion and Analysis (CD&A) with the Company's management and, based on the review and discussions, recommended to Board of Directors that the CD&A be included in this Proxy Statement.

        The foregoing report has been furnished by the Compensation Committee.

    THE COMPENSATION COMMITTEE
Mr. C. Richard Reese (Chair)
Dr. Deborah T. Kochevar
Mr. Jean-Paul Mangeolle
Mr. Richard F. Wallman

69



EXECUTIVE COMPENSATION AND RELATED INFORMATION

2019 Summary Compensation Table

        The following table sets forth all of the compensation awarded to, earned by, or paid to our current named executives (our principal executive officer, our principal financial officer, and our three other highest-paid executive officers) for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017.

Name and Principal Position
  Year   Salary
($)
  Stock
Awards
($)(1)
  Option
Awards
($)(2)
  Non-Equity
Incentive
Plan
Compensation
($)(3)
  Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(4)
  All Other
Compensation
($)(5)(6)
  Total
($)
 

James C. Foster

    2019     1,272,885     9,534,134     2,374,052     1,820,543     435,171     2,285,320     17,722,105  

Chairman, President, Chief

    2018     1,225,473     7,903,665     2,014,101     2,333,580     16,734     957,249     14,450,801  

Executive Officer

    2017     1,184,033     6,949,917     1,754,523     1,227,700     223,247     1,236,176     12,575,597  

and Director

                                                 

David R. Smith

   
2019
   
554,467
   
1,806,999
   
449,941
   
587,705
   
   
108,187
   
3,507,299
 

Corporate Executive

    2018     533,815     1,497,537     381,627     726,049         100,913     3,239,941  

Vice President and

    2017     511,334     1,263,627     319,012     361,939         146,651     2,602,563  

Chief Financial Officer

                                                 

Birgit Girshick

   
2019
   
438,526
   
1,617,550
   
402,761
   
408,545
   
30,106
   
90,512
   
2,988,001
 

Corporate Executive Vice

    2018     397,040     1,247,987     318,015     480,948         79,366     2,523,356  

President, Discovery and

                                                 

Safety Assessment, Biologics

                                                 

and Avian

                                                 

David P. Johst

   
2019
   
675,675
   
3,234,339
   
776,759
   
676,469
   
357,320
   
846,289
   
6,566,852
 

Corporate Executive

    2018     650,509     2,682,666     657,242     867,101         411,881     5,269,398  

Vice President, General

    2017     628,511     2,338,717     563,575     456,183     138,409     484,315     4,609,709  

Counsel and Chief

                                                 

Administrative Officer

                                                 

Joseph LaPlume

   
2019
   
458,776
   
1,663,683
   
414,267
   
392,485
   
   
80,298
   
3,009,509
 

Corporate Executive

                                                 

Vice President Corporate

                                                 

Development and Strategy

                                                 

(1)
These amounts represent the aggregate grant date fair value of RSUs and PSUs granted in fiscal year 2019, fiscal year 2018 and fiscal year 2017, respectively, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 13 to our Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation," included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The maximum potential value of the PSUs awarded in 2019, based on the grant date fair value (assuming the highest level of performance achievement) is as follows: Mr. Foster, $14,335,534; Mr. Smith, $2,717,044; Ms. Girshick, $2,432,182; Mr. Johst, $4,690,684; and Mr. LaPlume $2,501,589.

(2)
These amounts represent the aggregate grant date fair value of stock option awards granted in fiscal year 2019, fiscal year 2018, and fiscal year 2017, respectively, computed in accordance with FASB ASC Topic 718. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Item 8 "Financial Statements and Supplementary Data—Note 13 to our Consolidated Financial Statements" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation," included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

(3)
Reflects payments under our EICP plan for the respective fiscal year, which are paid the following February.

(4)
Reflects the aggregate change in actuarial present value of the named executive officers' accumulated benefits under the Charles River Laboratories, Inc. Pension Plan for Messrs. Foster, Johst and Ms. Girshick. The U.S. Pension Plan present

70


    values increased in 2019 due to the decrease in the discount rate in 2019 (2.83%) from 2018 (4.37%); this increase in present values was somewhat offset by a decrease in present values due to the change in the mortality table and improvement projection scale from the RP-2014 mortality table and MP-2018 projection scale to the Pri-2012 mortality table and MP-2019 projection scale, published by the Society of Actuaries in October 2019. Above-market or preferential earnings are not available under our Deferred Compensation Plan, which is our only plan or arrangement pursuant to which compensation may be deferred on a basis that is not tax-qualified, or any of our other benefit plans.

(5)
For fiscal year 2019, the amounts in this column include the following: (a) 2019 employer contributions under our 401(k) Plan (Mr. Foster, $11,200; Mr. Smith, $9,927; Ms. Girshick $11,200; Mr. Johst, $11,200; and Mr. LaPlume, $11,079); (b) amounts received in recognition of length of service to the Company (awards granted to our employees generally) (Mr. Smith, $900) and (c) miscellaneous personal benefits and perquisites, which (1) in the case of each of Mr. Smith, Ms. Girshick, Mr. Johst, and Mr. LaPlume, aggregates to an amount less than $10,000; (2) in the case of Mr. Foster, includes $22,673 representing the value of pre-retirement life insurance benefit provided under the Deferred Compensation Plan; $6,073 for home office technology; $6,270 for home security expenses; and $1,036 for executive health care and miscellaneous. Additionally, the amounts in this column include amounts credited by us to the named executives' Deferred Compensation Plan accounts, as described further in footnote (6) below. On a limited number of occasions during 2019, some of the named executives used tickets purchased by us to attend certain events; however, there was no incremental cost to us attributable to the named executives' use of these tickets.

(6)
Includes amounts credited to the named executives' Deferred Compensation Plan account balances (net of FICA taxes). In fiscal year 2019 amounts credited are as follows: Mr. Foster, $2,238,068; Mr. Smith, $93,724; Ms. Girshick, $75,126; Mr. Johst, $834,053; and Mr. LaPlume, $68,183.

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2019 Grants of Plan-Based Awards

        The following table sets forth the information regarding grants of plan-based awards made to our named executives during 2019. There can be no assurance that the Grant Date Fair Value of Stock and Option Awards will ever be realized.

 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
 
   
   
   
   
   
   
  Date of
Board or
Compensation
Committee
Action to

   
  Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(2)

   
  Estimated Possible Payouts
Under Equity Incentive Plan
Awards(3)

   
  All
Other
Stock
Awards:
Number
of Shares
of Stock

   
  All Other
Option
Awards:
Number of
Securities
Underlying

   
  Exercise
or Base
Price of
Option

   
  Grant
Date Fair
Value of
Stock and
Option

   
 
 
  Name
   
  Type of
Award(*)

   
  Grant
Date

   
  Approve
Grant(1)

   
  Threshold
($)

   
  Target
($)

   
  Maximum
($)

   
  Threshold
(#)

   
  Target
(#)

   
  Maximum
(#)

   
  or Units
(#)(4)

   
  Options
(#)(5)

   
  Awards
($/Sh)

   
  Awards
($)(6)

   

 

 

James C. Foster

        EICP         12/03/2018         12/03/2018         12,862         1,286,203         3,215,508                                                                          

 

            SO         2/22/2019         01/30/2019                                                                               69,743         144.67         2,374,052    

 

            RSU         2/22/2019         01/30/2019                                                                     16,357                             2,366,367    

 

            PSU         2/22/2019         01/30/2019                                       4,358         43,581         87,162                                       7,167,767    

 

 

David R. Smith

        EICP         12/03/2018         12/03/2018         3,922         392,188         980,469                                                                          

 

            SO         2/22/2019         01/30/2019                                                                               13,218         144.67         449,941    

 

            RSU         2/22/2019         01/30/2019                                                                     3,100                             448,477    

 

            PSU         2/22/2019         01/30/2019                                       826         8,260         16,520                                       1,358,522    

 

 

Birgit Girshick

        EICP         12/03/2018         12/03/2018         3,151         315,099         787,749                                                                          

 

            SO         2/22/2019         01/30/2019                                                                               11,832         144.67         402,761    

 

            RSU         2/22/2019         01/30/2019                                                                     2,775                             401,459    

 

            PSU         2/22/2019         01/30/2019                                       739         7,394         14,788                                       1,216,091    

 

 

David P. Johst

        EICP         12/03/2018         12/03/2018         4,779         477,921         1,194,803                                                                          

 

            SO         2/22/2019         01/30/2019                                                                               22,819         144.67         776,759    

 

            RSU         2/22/2019         01/30/2019                                                                     6,145                             888,997    

 

            PSU         2/22/2019         01/30/2019                                       1,426         14,260         28,520                                       2,345,342    

 

 

Joseph LaPlume

        EICP         12/03/2018         12/03/2018         4,883         325,500         813,750                                                                          

 

            SO         2/22/2019         01/30/2019                                                                               12,170         144.67         414,267    

 

            RSU         2/22/2019         01/30/2019                                                                     2,854                             412,888    

 

            PSU         2/22/2019         01/30/2019                                       760         7,605         15,210                                       1,250,794    
(*)
Types of Award:

EICP—Executive Incentive Compensation Plan
SO—Stock Option
RSU—Restricted Stock Unit
PSU—Performance Share Unit

(1)
See the section of the Proxy Statement entitled "Compensation Discussion and Analysis" for a discussion regarding our equity award grant date practices.

(2)
Reflects the threshold amount payable (5% of target for the least weighted goal), the target amount payable (100% of target for all goals), and maximum amount payable (250% of target for all goals) under the EICP plan for fiscal year 2019. Threshold amounts reflect minimum award opportunity under the EICP plan for the smallest weighted EICP goal for the respective named executive, although if minimum performance levels (90% of performance target) are not achieved, there may be no payout. Under certain discretionary circumstances, additional amounts can be paid under the EICP plan. The potential payouts are performance-driven and therefore completely variable. Actual amounts paid to the named executives under the EICP plan with respect to fiscal year 2019 are set forth in the Summary Compensation Table above.

(3)
Reflects the number of PSUs payable at threshold (10%), target (100%), and maximum (200%) levels, with fractional shares rounded down. For purposes of this table, threshold payout is considered to be the smallest non-zero payout possible given both EPS and relative TSR performance over the course of the plan. See the description of how the threshold, target, and maximum amounts payable are determined under "Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Incentive Awards" set forth on pages 62-65 of this Proxy Statement.

(4)
Reflects RSUs granted on February 22, 2019.

(5)
Reflects stock options granted on February 22, 2019.

(6)
The grant date fair market value of options granted on February 22, 2019 has been calculated using the Black-Scholes pricing model, based on the following assumptions: an expected volatility of 26.61%, a weighted average expected life of 3.59 years, and a risk-free interest rate of 2.43%. The grant date fair value of restricted stock is determined from the market value of the stock on the date of grant. The grant date fair value of PSUs is determined consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, based on the probable outcome of the performance conditions, computed in accordance with FASB ASC Topic 718.

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        All awards of stock options, RSUs and PSUs to our named executives were granted pursuant to our 2018 Incentive Plan. The vesting provisions of our PSUs are set forth above on pages 63-64 of this Proxy Statement. Options vest and become exercisable in equal installments on or about the anniversary date in each of the four years following the date of grant, subject to continued employment. RSUs generally vest in installments on or about the anniversary date in each of the four years following the date of grant, subject to continued employment. The installments are generally equivalent in amount. Furthermore, 793 of the RSUs reflected in the table granted to Mr. Johst on February 22, 2019 vest in equal installments on or about the anniversary date in each of the two years following the date of grant. The exercise price of stock options is equal to the closing price of our common stock on the date of grant. Equity awards granted to our named executives in 2019 also include full career retirement vesting provisions, as described further on page 63 of this Proxy Statement. All grants of non-equity incentive plan awards have been made pursuant to our EICP plan.

        As described in the Compensation Discussion and Analysis, until 2018, we generally and historically had not entered into employment agreements with any of our U.S.-based corporate executive officers. The named executives, however, are beneficiaries of certain separation and change-in-control agreements, as well as defined benefit and deferred compensation arrangements, as further described below in this Proxy Statement.

        On February 12, 2018, we entered into an employment agreement with James C. Foster, our Chairman, President and Chief Executive Officer. The purpose of the agreement is to benefit from Mr. Foster's decades of experience and unique skill set by promoting the retention of Mr. Foster. This agreement provides for the following material compensation terms:

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        The Company agreed to reimburse Mr. Foster for the cost of his attorneys' fees incurred in the negotiation of the employment agreement.

        On August 2, 2019, the Company announced that Mr. Johst, Corporate Executive Vice President, General Counsel and Chief Administrative Officer, will retire from Charles River in May 2020. In connection therewith, the Company entered into an agreement with Mr. Johst effective July 26, 2019 that establishes parameters regarding the gradual and well-planned transition of his responsibilities. The agreement provides for the following material compensation terms:

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Outstanding Equity Awards at Fiscal 2019 Year-End

        The following table sets forth the information regarding each outstanding unexercised or unvested equity award held by our named executive officers as of December 28, 2019.

                  Option Awards         Stock Awards    
    Name         Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
        Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
        Option
Exercise
Price
($)
        Option
Expiration
Date
        Number of
Shares or
Units
of Stock
That Have
Not Vested
(#)
        Market
Value
of Shares
or Units
of Stock
That Have
Not Vested
($)(1)
        Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(2)
        Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(1)
   
    James C. Foster         0         25,124 (3)       73.70         2/26/2021                                            
              0         48,017 (4)       88.05         2/24/2022                                            
              0         60,886 (5)       109.34         2/23/2023                                            
              0         69,743 (6)       144.67         2/22/2024         44,928 (7)       6,825,911         140,139         21,291,318    
    David R. Smith         0         4,188 (3)       73.70         2/26/2021                                            
              0         8,731 (4)       88.05         2/24/2022                                            
              0         11,537 (5)       109.34         2/23/2023                                            
              0         13,218 (6)       144.67         2/22/2024         8,322 (8)       1,264,361         26,554         4,034,349    
    Birgit Girshick         0         1,675 (3)       73.70         2/26/2021                                            
              0         6,985 (4)       88.05         2/24/2022                                            
              0         9,614 (5)       109.34         2/23/2023                                            
              0         11,832 (6)       144.67         2/22/2024         6,697 (9)       1,017,475         22,890         3,477,678    
    David P. Johst         24,118         32,158 (3)       73.70         2/26/2021                                            
              15,423         30,847 (4)       88.05         2/24/2022                                            
              6,622         26,491 (5)       109.34         2/23/2023                                            
              0         22,819 (6)       144.67         2/22/2024         15,860 (10)       2,409,610         45,785         6,956,115    
    Joseph LaPlume         0         3,350 (3)       73.70         2/26/2021                                            
              0         6,985 (4)       88.05         2/24/2022                                            
              0         9,614 (5)       109.34         2/23/2023                                            
              0         12,170 (6)       144.67         2/22/2024         7,117 (11)       1,081,286         23,205         3,525,535    
(1)
Calculated based on the closing price ($151.93) of our stock on December 27, 2019, the last trading day of the fiscal year 2019, rounded to the nearest whole cent.

(2)
Represents outstanding PSUs held on December 28, 2019 that remain subject to performance and forfeiture provisions. The number represents the larger of the number of underlying PSUs (1) assuming threshold PSUs are achieved, or (2) if first fiscal year performance of the three-year award has exceeded the threshold, the next highest performance measure (target or maximum). In this chart, both 2018 and 2019 performance exceeded the threshold and target levels, and thus the number of PSUs for both years is the maximum number of such shares that can be delivered in the future. 2018 PSUs granted in 2018 vest on December 26, 2020, and PSUs granted in 2019 vest on December 25, 2021, will be paid out in the first calendar quarter of 2021 and 2022 respectively, as unrestricted shares of Charles River common stock after final TSR performance is assessed and payout amounts are approved by the Compensation Committee. PSUs granted in 2017 are not included in this number since they are considered fully vested as of the end of fiscal year 2019, notwithstanding the fact that final payment amounts were approved by the Compensation Committee in the first calendar quarter of 2020.

(3)
The unexercisable stock options vest on 2/26/2020.

(4)
One half of the unexercisable stock options vest on each of the following dates: 2/24/2020 and 2/24/2021.

(5)
One third of the unexercisable stock options vest on each of the following dates: 2/23/2020, 2/23/2021 and 2/23/2022.

(6)
One quarter of the unexercisable stock options vest on each of the following dates: 2/22/2020, 2/22/2021, 2/22/2022 and 2/22/2023.

(7)
The stock awards vest as follows: 5,120 shares on 2/26/2020; 4,981 shares on 2/24/2020; 4,982 shares on 2/24/2021; 4,496 shares on 2/23/2020; 4,496 shares on 2/23/2021; 4,496 shares on 2/23/2022; 4,089 shares on 2/22/2020; 4,089 shares on 2/22/2021; 4,089 shares on 2/22/2022; 4,090 shares on 2/22/2023.

(8)
The stock awards vest as follows: 854 shares on 2/26/2020; 906 shares on 2/24/2020; 906 shares on 2/24/2021; 852 shares on 2/23/2020; 852 shares on 2/23/2021; 852 shares on 2/23/2022; 775 shares on 2/22/2020; 775 shares on 2/22/2021; 775 shares on 2/22/2022; and 775 shares on 2/22/2023.

(9)
The stock awards vest as follows: 342 shares on 2/26/2020; 725 shares on 2/24/2020; 725 shares on 2/24/2021; 710 shares on 2/23/2020; 710 shares on 2/23/2021; 710 shares on 2/23/2022; 693 shares on 2/22/2020; 694 shares on 2/22/2021; 694 shares on 2/22/2022; and 694 shares on 2/22/2023.

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(10)
The stock awards vest as follows: 1,639 shares on 2/26/2020; 1,600 shares on 2/24/2020; 1,600 shares on 2/24/2021; 1,467 shares on 2/23/2020; 1,467 shares on 2/23/2021; 1,468 shares on 2/23/2022; 474 shares on 2/23/2020; 1,338 shares on 2/22/2020; 1,338 shares on 2/22/2021; 1,338 shares on 2/22/2022; 1,338 shares on 2/22/2023; 396 shares on 2/22/2020; 397 shares on 2/22/2021.

(11)
The stock awards vest as follows: 683 shares on 2/26/2020; 725 shares on 2/24/2020; 725 shares on 2/24/2021; 710 shares on 2/23/2020; 710 shares on 2/23/2021; 710 shares on 2/23/2022; 713 shares on 2/22/2020; 714 shares on 2/22/2021; 713 shares on 2/22/2022; and 714 shares on 2/22/2023.

        We have not engaged in any option repricings or other material modifications to any of our named executives' outstanding equity awards during fiscal years 2017, 2018, or 2019.


2019 Option Exercises and Stock Vested

        The following table shows information regarding stock option exercises and vesting of restricted stock awards, RSUs, and PSUs with respect to the named executives during the fiscal year ended December 28, 2019.

 
  Option Awards   Stock Awards  
Name
  Number of Shares
Acquired on Exercise (#)
  Value Realized
on Exercise ($)(1)
  Number of Shares
Acquired on Vesting (#)
  Value Realized
on Vesting ($)(2)
 

James C. Foster

    91,003   $ 5,157,502     93,358   $ 14,026,336  

David R. Smith

    15,804   $ 871,774     17,288   $ 2,588,037  

Birgit Girshick

    9,604   $ 440,652     12,801   $ 1,929,039  

David P. Johst

    24,660   $ 1,665,657     30,907   $ 4,639,097  

Joseph LaPlume

    11,588   $ 574,726     13,213   $ 1,988,585  

(1)
The value realized on the exercise of stock options and the immediate sale of shares acquired upon exercise is based on the difference between the exercise price and the intraday price of our common stock at the time of exercise. In other circumstances, such as when the underlying shares are held following the exercise of the stock option, the value realized is based on the difference between the exercise price and the closing price of our common stock on the date of exercise.

(2)
The value realized on vesting of restricted stock, RSUs, and PSUs is based on the closing price of our common stock on the trading date immediately preceding the date of vesting. The value realized on vesting and payout of PSUs granted on February 24, 2017 is based on the closing price of our common stock on the last trading date of the fiscal year, December 28, 2019 ($151.93).


2019 Pension Benefits

        One of our sponsored defined benefit plans, the Charles River Laboratories, Inc. Pension Plan (Pension Plan), is a qualified, non-contributory plan that covers certain U.S. employees hired prior to January 1, 2002. Employees hired after December 31, 2001 are not eligible to participate in this Pension Plan. Each of our current named executives, with the exception of Mr. Smith and Mr. LaPlume are participants in the Pension Plan and has an accrued pension benefit thereunder. The Pension Plan was frozen effective April 30, 2008. No additional benefits will accrue to participants after such date. All participants' rights to benefits under this plan have vested.

        Benefits under the Pension Plan are based on the participants' highest five consecutive years of compensation and years of service as of April 30, 2008. The amount of pension payable annually at normal retirement (age 65) is equal to the greatest of: (1) 11/8% of participants' highest average five consecutive years of compensation (excluding compensation earned after April 30, 2008) multiplied by years of service earned through April 30, 2008 (up to 40 years), less the maximum offset allowance determined as of April 30, 2008 in accordance with the Code Section 401(l); (2) $180 multiplied by years of service as of April 30, 2008; and (3) $1,500. In addition, certain officers and key employees are entitled to a frozen supplemental benefit ranging in amount from $51,000-$97,000. The applicable

76


amounts for the named executives are as follows: Mr. Foster, $73,000; and Mr. Johst, $79,000. Ms. Girshick is not entitled to a frozen supplemental benefit.

        Compensation under the Pension Plan generally would include amounts shown as salary and non-equity incentive plan compensation for the named executives (as shown on the Summary Compensation Table above) and would exclude any wages derived from stock options or severance pay. Early retirement benefits are provided to any retiring participant who has attained age 55 and completed five years of vesting service. The early retirement benefit is equal to the participant's normal retirement benefit reduced by 5/9% per month for the first 60 months and 5/18% for each month over 60 by which the participant's benefit commencement date precedes his or her normal retirement date. As of the end of fiscal year 2019, Mr. Foster was eligible for normal retirement, Mr. Johst was eligible for early retirement, and Ms. Girshick was not eligible for early or normal retirement. On August 2, 2019, the Company announced that Mr. Johst will retire from the Company on May 31, 2020.

        Participants' rights to benefits under this plan vest upon completion of five years of service.

        On January 31, 2019 we commenced the process to terminate the Pension Plan, which is expected to be completed during 2020.

        The table below sets forth information regarding the accumulated benefits of the participating named executives under our Pension Plan.

Name
  Plan Name   Number of
Years Credited
Service (#)(1)
  Present Value of
Accumulated
Benefit ($)(2)
  Payments
During Last
Fiscal Year
($)
 

James C. Foster

 

Charles River Laboratories, Inc. Pension Plan

    32.6     2,616,400     0  

David P. Johst

 

Charles River Laboratories, Inc. Pension Plan

    17.0     1,391,869     0  

Birgit Girshick

 

Charles River Laboratories, Inc. Pension Plan

    11.0     86,507     0  

(1)
The maximum years of credited service under our Pension Plan is 40 years. Credited service disclosed for participants in the Pension Plan is shown as of April 30, 2008, when benefits were frozen.

(2)
The present value of accumulated benefits disclosed is based on the assumptions used in our financial statement disclosures. For the Pension Plan these assumptions include a discount rate of 2.83% and the Pri-2012 mortality table with mortality improvements projected generationally from 2012 using Scale MP-2019 (which reflects the mortality table and improvement scale published in October 2019 by the Society of Actuaries). The amounts reflected in this column include the frozen supplemental benefit amounts referred to in the description of the Pension Plan above. The normal form of payment under the Pension Plan is a straight-life annuity.


2019 Nonqualified Deferred Compensation

        We maintain the Charles River Laboratories Deferred Compensation Plan (Deferred Compensation Plan) for certain eligible employees, including our named executives. Under the Deferred Compensation Plan, participants may elect to defer bonus and salary amounts, and may select the investment returns to be applied to deferred amounts from among a menu of referenced mutual funds as well as an interest crediting rate.

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        The plan is not qualified under Section 401(a) of the Code and is not subject to the Employee Retirement Income Security Act of 1974. Participants must specify the distribution date for deferred amounts at the time of deferral, in accordance with applicable IRS regulations. Generally, amounts may be paid in a lump sum or installments upon retirement or termination of employment, or later if the employee terminates employment after age 55 and before age 65. Amounts may also be distributed during employment, subject to a minimum deferral requirement of three years.

        In addition to the Deferred Compensation Plan, certain of our officers and key employees also participate, or in the past participated, in our amended and restated Executive Supplemental Life Insurance Retirement Plan (ESLIRP), which is a non-funded, non-qualified arrangement. Annual benefits under this plan equal a percentage of the average of the highest five consecutive years of compensation, offset by amounts payable under our Pension Plan and Social Security. The age-based percentages are 46% at age 59, and up to 55% at age 62 and over. The normal retirement age is 62. Eligible spouses (married one year or longer at the executive's retirement date) receive survivor benefits at a rate of 100% of the benefit paid to the executives during the first 15 years following retirement and at the rate of 50% thereafter. Executive officer participants vest as to 50% of the total benefit after five years of service, with a 10% incremental increase in vesting percentage for each year thereafter. In connection with the establishment of the Deferred Compensation Plan in 2006, current active employees who agreed to convert their accrued ESLIRP benefit to a comparable deferred compensation benefit discontinued their direct participation in the ESLIRP. Instead, the present values of the accrued benefits of ESLIRP participants were credited to their Deferred Compensation Plan accounts, and future ESLIRP accruals will now be converted to present values and credited to their Deferred Compensation Plan accounts annually. Messrs. Foster and Johst were participants in the ESLIRP. On August 2, 2019, the Company announced that Mr. Johst will retire from the Company on May 31, 2020.

        In addition, we provide certain active employees, including Messrs. Smith and LaPlume and Ms. Girshick, an annual contribution into their Deferred Compensation Plan account of 10% of (A) the employee's base salary plus (B) the lesser of (1) their target annual bonus or (2) actual annual bonus. The credited amounts for Messrs. Smith and LaPlume and Ms. Girshick vest in one-quarter increments annually over a four-year period. The named executives become eligible for the employer contribution after they have served one full calendar year in the eligible position.

        Separately, the Deferred Compensation Plan provides certain senior executives, including the named executives, with a pre-retirement life insurance death benefit equal to four times the sum of (1) their base annual salary plus (2) their target bonus amounts (on a net basis taking into account all other company-provided life insurance). For total life insurance amounts potentially payable to the named executive upon their termination of employment due to death, see the section of this Proxy Statement entitled "Executive Compensation and Related Information—Potential Payments upon Termination or Change in Control."

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        The following table sets forth, for each of our named executives, information regarding their participation in our Deferred Compensation Plan during fiscal year 2019.

Name
  Executive
Contributions
in Last FY
($)
  Registrant
Contributions
in Last FY
($)(1)(2)
  Aggregate Earnings
in Last FY ($)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate Balance
at Last FYE
($)(1)
 

James C. Foster

    0     907,510     4,547,613     0     23,945,836  

David R. Smith

    0     91,052     46,008     0     303,985  

Birgit Girshick

    96,190     68,336     133,834     0     803,642  

David P. Johst

    0     400,666     1,336,556     0     7,967,407  

Joseph LaPlume

    0     65,518     48,658     0     299,163  

(1)
For purposes of consistency, the amounts shown in this table include only those contributions, earnings, withdrawals, and distributions that occurred during calendar year 2019. Accordingly, amounts credited by us with respect to compensation earned in the last fiscal year, but which are credited in 2020, have not been included in this table. However, these amounts (Mr. Foster, $2,238,068; Mr. Smith, $93,724; Ms. Girshick, $75,126; Mr. Johst, $834,053; and Mr. LaPlume, $68,183) have been included in the total compensation set forth in the Summary Compensation Table under the column entitled "All Other Compensation." As further discussed in the narrative above, the amounts set forth in the column entitled "Registrant Contributions in Last FY" represent the present value of the accrued benefits, after adjustments for outstanding Medicare taxes, which were credited to the named executives' Deferred Compensation Plan account balances.

(2)
The amounts listed under the column "Registrant Contributions in Last FY" in this table and in prior years have been reported as compensation in the Summary Compensation Table for previous fiscal years.


Potential Payments upon Termination or Change in Control

        The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the named executive's employment had terminated on December 28, 2019, given the named executive's compensation and service levels as of such date and, if applicable, based on our closing stock price on that date. (Since our last trading day in fiscal year 2019 was December 27, 2019, where applicable we have assumed a stock price of $151.93, the closing price on that date). Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, our stock price, and the named executive's age.

        Separate from the provisions of the Officer Separation Plan or the change in control agreements discussed below, the named executives may be entitled to disability or life insurance proceeds in the event of termination due to such events. For instance, in the event of termination of the U.S.-based named executives as a result of disability, disability insurance could provide, in line with our other employees, up to a maximum additional amount of 100% of salary for up to 26 weeks (short-term disability) and up to 60% of basic monthly earnings up to $25,000 per month (long-term disability). In the event of termination of the named executives as a result of death, additional life insurance payments could provide a maximum additional amount to the named executives' beneficiaries as follows: Mr. Foster, $10,289,624; Mr. Smith, $3,809,823; Ms. Girshick, $3,060,966; Mr. Johst, $4,642,665; and Mr. LaPlume, $3,162,001 (inclusive of amounts payable as a result of the pre-retirement death

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benefit pursuant to our Deferred Compensation Plan). The total termination compensation described below does not include these amounts.

        Under our Officer Separation Plan, a corporate officer whose employment is terminated by us for reasons other than cause, voluntary resignation, disability, early or normal retirement, or death, and who has not been offered a comparable position (as defined under the Officer Separation Plan) with us, is entitled to receive a severance payment in accordance with the following table:

   
   
   
   
   
   
   
   
   
            Years of Completed Company Service at Separation Date

           
            Less than 2 years

  2 years to 5 years

  5 years or more

      Level:

  Amount of Base Salary Pay Continuations:


 

 

 

Executive Vice President and above

 

 

 

One year

 

 

 

One year; additional 12 months mitigated severance

 

 

 

Two years

 

 
      Senior Vice President       Six months       One year       One year; additional 12 months mitigated    

 

 

 

Vice President

 

 

 

Six months

 

 

 

Six months; additional six months mitigated severance

 

 

 

One year

 

 

        During the period in which such officer receives paid outsourcing support from us, the officer is entitled to receive the mitigated severance on a month-to-month basis (up to the maximum period set forth in the table above) to the extent the officer has not accepted an offer for full-time employment, advisory, consulting, or other full-time work. Corporate officers will be entitled to be paid 80 hours of accrued vacation time and unused paid time off upon separation. In addition, the Officer Separation Plan provides corporate officers with certain benefits continuing for the length of the severance payments (primarily health and welfare benefits), as well as reimbursement for specified outplacement services. Furthermore, corporate officers who are participants in the EICP may be eligible for payouts in accordance with the terms and conditions of the EICP. Payments under the Officer Separation Plan are generally made "biweekly" (our normal payroll cycle), although if any of the payments or entitlements would constitute deferred compensation in accordance with Section 409A of the Code that might subject the officer to additional tax, interest, or penalties under Section 409A, then payment of such amounts will be delayed until the earlier of six months from the separation of service or the officer's death. In exchange for these payments, the officer must execute a release agreement satisfactory to us that includes, among other things, an agreement not to compete with us or solicit our employees for one year following the officer's separation. The Officer Separation Plan is not applicable to any corporate officer who has entered into a written employment agreement providing for severance payments, although it is noted that Mr. Foster's employment agreement incorporates provisions of the Officer Separation Plan therein. Each of the named executives is a participant in this plan.

        We have entered into change in control agreements with each of our corporate officers with the position of corporate executive vice president or above, including each of the named executives. These

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agreements provide such officer with severance and other benefits in the event his or her employment terminates under certain conditions during the term of the agreement and within one year following a "change in control" (as defined in the agreements). Each agreement has a term of three years, with automatic one-year extensions thereafter. Payments made to the corporate officer under the agreement will generally offset or reduce payments and benefits to which the officer may be entitled under any other severance plan or agreement with us (including the Officer Separation Plan described above).

        The agreements provide that any options to acquire our common stock awarded to the corporate officer under any stock option or other long-term incentive plan shall become fully exercisable upon the occurrence of both (1) a change in control and (2) the termination of the officer within eighteen months following such change in control. In addition, restrictions on any shares of our restricted stock, restricted stock units, and PSUs held by the corporate officer shall lapse upon such events, although with respect to PSUs, any such accelerated vesting will occur to the extent that the applicable performance conditions, as adjusted or prorated as necessary, have been satisfied as of the date of such termination of employment.

        Each corporate officer covenants in his or her agreement that, in the event of a change in control during the term of the agreement, he or she will remain in our employment after the change in control until the earliest of (1) six months after the date of the change in control; (2) termination by the corporate officer of his or her employment for "good reason" (as defined in the agreement) or by reason of death, disability, or retirement; or (3) termination of the corporate officer's employment by us for any reason.

        If the employment of the corporate officer is terminated during the term of the agreement and on or before the first anniversary of a change in control either (1) by us other than for "cause" (as defined in the agreement), death, or disability or (2) by the corporate officer for good reason, the corporate officer will be entitled to certain severance benefits, as follows:

        If any of the payments or entitlements would constitute deferred compensation in accordance with Section 409A of the Code that might subject the named executive to additional tax, interest, or penalties under Section 409A, then payment of such amounts will be delayed until the earlier of six months from the separation of service, or the named executive's death.

        A "change in control" is defined in each agreement as any one of the following: (1) the closing of the sale of all or substantially all of our assets as an entirety to any person or related group of persons; (2) our merger or consolidation with or into another corporation, or the merger or consolidation of another corporation with or into us or one of our subsidiaries, such that immediately after such transaction our outstanding voting securities immediately prior to such transaction represent less than a majority of the total voting power of the outstanding voting securities of the entity surviving such merger or consolidation; or (3) the closing of a transaction pursuant to which beneficial ownership of more than 50% of our outstanding common stock (assuming the issuance of common stock upon conversion or exercise of all then-exercisable conversion or purchase rights of holders of outstanding

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convertible securities, options, warrants, exchange rights, and other rights to acquire common stock) is transferred to a single person or entity, or a "group" (within the meaning of Rule 13d-5(b)(l) of the Securities Exchange Act of 1934) of persons or entities, in a single transaction or a series of related transactions.

        Under the agreement, the term "cause" is defined as: (1) the willful and continued failure of the corporate officer to perform his or her duties with us, (2) a substantial violation of our Code (and any successor policy), (3) conviction of a felony, or (4) engaging in conduct that violates the confidentiality provisions of the agreement. "Good Reason" is generally defined to include: (1) situations such as the assignment to the corporate officer of duties inconsistent with his or her position or responsibility prior to the change in control, (2) a reduction in annual base salary (excluding across-the-board salary reductions affecting all senior executives), (3) failure to pay any portion of current compensation or deferred compensation when due after the expiration of a grace period (excluding across-the-board reductions or failures affecting all senior executives), (4) failure to maintain any compensation plan that is material to the corporate officer's total compensation, (5) failure to maintain material benefits that are substantially the same as those in effect when the change in control occurs, and (6) job relocations requiring the corporate officer to relocate more than 50 miles from the office where he or she is based.

        The table below sets forth the amounts payable to each named executive in the event of termination absent a change in control, which is based upon the following assumptions:

Cash Severance—

Benefits Continuation—

Equity—

82


Retirement Plan Benefits—

Other Benefits—

Accrued Vacation—

83


 

 

Name


 

Cash
Severance


 



Benefits and
Supplemental
Perquisites
Continuation




 

Equity
Value(1)


 

Retirement Plan
Benefits


 
Other(2)

 

Accrued
Vacation


 
Total

 

 

James C. Foster(3)

                                                         

 

 

Voluntary Termination and For Cause Termination

      $ 0       $ 0       $ 0       $ 26,562,236       $ 0       $ 49,469       $ 26,611,705    

 

 

Retirement

      $ 0       $ 0       $ 34,319,182       $ 26,562,236       $ 0       $ 49,469       $ 60,930,888    

 

 

Death or Disability

      $ 0       $ 0       $ 8,493,332       $ 26,562,236       $ 0       $ 49,469       $ 35,105,038    

 

 

David R. Smith

                                                         

 

 

Retirement, Voluntary Termination and For Cause Termination

      $ 0       $ 0       $ 0       $ 152,551       $ 0       $ 21,549       $ 174,100    

 

 

Death or Disability

      $ 0       $ 0       $ 1,609,185       $ 303,985       $ 0       $ 21,549       $ 1,934,719    

 

 

Involuntary Termination—Not for Cause or Good Reason Termination

      $ 1,120,536       $ 18,662       $ 0       $ 152,551       $ 75,000       $ 21,549       $ 1,388,298    

 

 

Birgit Girshick

                                                         

 

 

Retirement, Voluntary Termination and For Cause Termination

      $ 0       $ 0       $ 0       $ 781,982       $ 0       $ 17,313       $ 799,295    

 

 

Death or Disability

      $ 0       $ 0       $ 1,341,044       $ 890,149       $ 0       $ 17,313       $ 2,248,506    

 

 

Involuntary Termination—Not for Cause or Good Reason Termination

      $ 900,284       $ 6,250       $ 0       $ 781,982       $ 75,000       $ 17,313       $ 1,780,830    

 

 

David P. Johst

                                                         

 

 

Voluntary Termination(4)

      $ 0       $ 0       $ 0       $ 9,359,276       $ 0       $ 26,259       $ 9,385,535    

 

 

Joseph LaPlume

                                                         

 

 

Retirement, Voluntary Termination and For Cause Termination

      $ 0       $ 0       $ 0       $ 191,038       $ 0       $ 17,885       $ 208,923    

 

 

Death or Disability

      $ 0       $ 0       $ 1,341,044       $ 299,163       $ 0       $ 17,885       $ 1,658,091    

 

 

Involuntary Termination—Not for Cause or Good Reason Termination

      $ 930,000       $ 57,236       $ 0       $ 191,038       $ 75,000       $ 17,885       $ 1,271,159    
(1)
In these termination situations, unvested awards generally do not accelerate. As noted above, in the event of death, unvested PSUs granted more than 12 months ago will be deemed to have pro rata vested. This column does not reflect the value of any vested awards from the 2017 PSU grants. As described in detail on page 63 of this Proxy Statement, commencing with our 2015 equity grants, we have generally included a full career retirement provision in equity awards that provide for the continued vesting of unvested equity grants for employees who retire after meeting the specified criteria, including a specified notice period. Mr. Foster and Mr. Johst each are retirement eligible and received awards in 2015, 2016, 2017, 2018 and 2019 that would qualify for continued post-retirement vesting.

(2)
Reflects payment for professional outplacement services.

(3)
Mr. Foster's calculations omit involuntary termination without cause because his employment agreement does not permit such termination until after the third anniversary thereof (i.e. February 12, 2021).

(4)
Mr. Johst provided a notice of full career retirement on May 23, 2019 and subsequently entered into an agreement with the Company which specified retirement benefits and continued employment until May 31, 2020. Accordingly, calculations for Mr. Johst are provided only on a "Voluntary Termination" basis.

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Severance Payments Following a Change in Control

        The table below sets forth the amounts payable to each named executive in the event of termination following a change in control, which is based upon the following assumptions:

Cash Severance—

Benefits Continuation—

Equity—

Retirement Plan Benefits—

85


Accrued Vacation—

 

 

Name


 

Cash
Severance


 



Benefits and
Supplemental
Perquisites
Continuation




 

Equity
Value(1)


 

Retirement Plan
Benefits


 
Other(2)

 

Accrued
Vacation


 
Total

 

 

James C. Foster

                                                         

 

 

Death, Disability, Retirement, Voluntary Termination, and For Cause Termination

      $ 0       $ 0       $ 33,056,660       $ 26,562,236       $ 0       $ 49,469       $ 59,668,365    

 

 

Involuntary Termination Not for Cause or Good Reason Termination

      $ 7,717,218       $ 325,119       $ 33,056,660       $ 26,562,236       $ 50,000       $ 49,469       $ 67,760,702    

 

 

David R. Smith

                                                         

 

 

Death, Disability, Retirement, Voluntary Termination, and For Cause Termination

      $ 0       $ 0       $ 6,166,263       $ 303,985       $ 0       $ 21,549       $ 6,491,796    

 

 

Involuntary Termination Not for Cause or Good Reason Termination

      $ 1,904,911       $ 34,058       $ 6,166,263       $ 303,985       $ 50,000       $ 21,549       $ 8,480,766    

 

 

Birgit Girshick

                                                         

 

 

Death, Disability, Retirement, Voluntary Termination, and For Cause Termination

      $ 0       $ 0       $ 5,025,459       $ 890,149       $ 0       $ 17,313       $ 5,932,921    

 

 

Involuntary Termination Not for Cause or Good Reason Termination

      $ 1,530,483       $ 18,615       $ 5,025,459       $ 890,149       $ 50,000       $ 17,313       $ 7,532,020    

 

 

David P. Johst

                                                         

 

 

Voluntary Termination(3)

      $ 0       $ 0       $ 10,947,168       $ 9,359,276       $ 0       $ 26,259       $ 20,332,704    

 

 

Joseph LaPlume

                                                         

 

 

Death, Disability, Retirement, Voluntary Termination, and For Cause Termination

      $ 0       $ 0       $ 5,041,013       $ 299,163       $ 0       $ 17,885       $ 5,358,060    

 

 

Involuntary Termination Not for Cause or Good Reason Termination

      $ 1,581,000       $ 62,897       $ 5,041,013       $ 299,163       $ 50,000       $ 17,885       $ 7,051,958    
(1)
Equity value following a change in control reflects the value of all unvested stock options, restricted stock, RSUs, and performance awards, assuming that all options, restricted stock, RSUs, and performance awards outstanding as of the date of the change in control accelerate and, in the case of options, become fully exercisable (using our closing stock price on December 27, 2019 of $151.93).

(2)
Reflects maximum payment for professional outplacement services.

(3)
Mr. Johst provided a notice of full career retirement on May 23, 2019 and subsequently entered into an agreement with the Company which specified retirement benefits and continued employment until May 31, 2020. Accordingly, calculations for Mr. Johst are provided only on a "Voluntary Termination" basis.

86


2019 Pay Ratio Disclosure

        In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the Pay Ratio Rule), we are providing the following estimated information for 2019:

        SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

        To identify the median of the annual total compensation of all of our employees (other than our Chief Executive Officer), we first identified our total employee population from which we determined our "median employee." We determined that, as of November 1, 2019, our employee population consisted of 17,424 individuals (of which approximately 8,389 were located in the United States and 9,035 were located in jurisdictions outside the United States) Our employee population consisted of our global workforce of full-time, part-time, seasonal and temporary employees, as described in more detail below.

        We selected November 1, 2019, which is within the last three months of 2019, as the date upon which we would identify the "median employee," to allow sufficient time to identify the median employee given the global scope of our operations. As we are a non-retail, non-seasonal business and do not employ a large, seasonal, temporary workforce in the month of December, we believe this methodology resulted in a median employee who is representative of our workforce throughout the course of the year.

        As permitted by the Pay Ratio Rule, we adjusted our total employee population (as described above) for purposes of identifying our "median employee" by excluding 667 of our employees located in certain jurisdictions outside of the United States given the relatively small number of employees in those jurisdictions, as follows: 16 employees from Australia; 50 employees from Belgium; 15 employees from Brazil; 125 employees from Finland; 39 employees from India; 2 employees from Israel; 229 employees from Italy; 2 employees from Mexico; 1 employee from Philippines; 2 employees from Poland; 26 employees from Singapore; 26 employees from South Korea; 131 employees from Spain; and 3 employees from Sweden. After this adjustment, the total employee population consisted of 16,757 employees. We also excluded approximately 1,675 employees of CitoxLab, which we acquired in April 2019; 58 employees of a supplier that supports our DSA reportable segment of which we acquired an 80% ownership interest in August 2019; and 38 individuals whose employment was automatically transferred to Charles River upon the commencement of a US federal government contract in September 2019.

87


        After taking into account the above described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our "median employee" consisted of 14,986 individuals.

        Our estimation method for identifying our "median employee" from our total adjusted employee population was the calculation and comparison of the budgeted, annualized, total target cash compensation (BATTCC) of our employees as reflected in our global human capital management system. This method involves annualizing the compensation of employees who were hired in 2019 but did not work for us for the entire fiscal year, and further, converting the BATTCC of non-US employees to U.S. dollars using global currency exchange rates as of November 1, 2019. We identified our "median employee" using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not apply any cost-of-living adjustments in identifying our "median employee". The median employee is a different employee than the one identified in 2018.

        Using the methodologies described above, we determined that our "median employee" was a full-time, hourly employee located in the United States, with a BATTCC for the 12-month period ending December 31, 2019 in the amount of $43,590.

        Once we identified our "median employee", we then calculated such employee's annual total compensation for 2019 using the same methodology we used for purposes of determining the annual total compensation of our named officers for 2019 (as set forth in the 2019 Summary Compensation Table on pages 70-71 of this Proxy Statement).

        Our CEO's annual total compensation for 2019 for purposes of the Pay Ratio Rule is equal to the amount reported in the "Total" column in the 2019 Summary Compensation Table found on pages 70-71 of this Proxy Statement.

Related Person Transaction Policy

        We maintain a written Related Person Transactions Policy (available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption) which is intended to promote the timely identification of transactions involving "related persons" (as such term is defined pursuant to SEC regulations) and to ensure we give appropriate consideration to any real or perceived conflicts in our commercial arrangements. The policy covers any financial transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships), including indebtedness and guarantees of indebtedness and transactions involving employment and similar relationships. The Board has designated the Audit Committee to oversee this policy.

        If a transaction qualifies as a related person transaction, the Audit Committee then considers all relevant facts and circumstances, including: commercial reasonableness of the terms; the benefit and perceived benefit, or lack thereof, to us; opportunity costs of alternate transactions; the materiality and character of the related person's direct or indirect interest; and the actual or apparent conflict of interest of the related person. The Committee will not approve or ratify a related person transaction unless it shall have determined that, upon consideration of all relevant information, the transaction is either (1) in the best interests of the Company and our shareholders or (2) is not inconsistent with the best interests of the Company and our shareholders.

88


        As of the date of this Proxy Statement, we are not aware of the existence of any related person transaction since the beginning of fiscal year 2019.

Compensation Committee Interlocks and Insider Participation

        During the 2019 fiscal year, the Compensation Committee consisted of Dr. Kochevar and Messrs. Mangeolle, Reese (Chair) and Wallman. None of these individuals has served as an officer or employee for the Company or for any of our subsidiaries. We are not aware of any compensation committee interlocks.

89



REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of the Board of Directors consists entirely of directors who meet the independence and experience requirements of the New York Stock Exchange and the Sarbanes-Oxley Act of 2002. During fiscal 2019, the members of the Audit Committee included Messrs. Bertolini, Chubb, Mangeolle and Massaro (Chair) and Ms. Wilson.

        The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting process, our compliance with related legal and regulatory requirements, and the quality of our external audit processes. The Audit Committee is also responsible for overseeing our overall financial reporting process. The role and responsibilities of the Audit Committee are set forth in a written Charter adopted by the Board. The Audit Committee reviews and reassesses the Charter annually and recommends any changes to the Board for approval. The Board of Directors has determined that Robert Bertolini, Stephen D. Chubb, George E. Massaro and Virginia M. Wilson are each Audit Committee financial experts. In fulfilling its responsibilities for the financial statements for the fiscal year ended December 28, 2019, the Audit Committee took the following actions.

90


        Based on the Audit Committee's review of the audited financial statements, the discussions referred to above, and representations made by and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 for filing with the Securities and Exchange Commission.

    Mr. George E. Massaro (Chair)
Mr. Robert Bertolini
Mr. Stephen D. Chubb
Mr. Jean-Paul Mangeolle
Ms. Virginia M. Wilson

        The foregoing report should not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, by any general statement incorporating by reference this Proxy Statement except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under such Acts.

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PROPOSAL FOUR—
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 26, 2020, and the effectiveness of our internal control over financial reporting as of December 26, 2020. PricewaterhouseCoopers LLP was our independent registered public accounting firm for the fiscal year ended December 28, 2019, and audited our financial statements for the fiscal year ended December 28, 2019, and the effectiveness of our internal control over financial reporting as of December 28, 2019. PricewaterhouseCoopers LLP has served as our auditor since 1999. The members of the Audit Committee and Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm is in our best interests and the best interests of our shareholders. The Audit Committee proposes that the shareholders ratify this appointment for the fiscal year ending December 26, 2020. We expect that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, with the opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

        In the event that ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not obtained at the Meeting, the Audit Committee will reconsider its appointment. Even if ratification is obtained, the Audit Committee may decide in the future it is in our interest to no longer retain PricewaterhouseCoopers LLP.

Statement of Fees Paid to Independent Registered Public Accounting Firm

        The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the fiscal years ended December 28, 2019 and December 29, 2018, and fees for other services rendered by PricewaterhouseCoopers LLP for those periods.

 
  2019   2018  

Audit fees

  $ 5,964,872   $ 5,625,960  

Audit-related fees

    5,681,174     1,188,012  

Tax fees

    1,084,008     1,499,574  

All other fees

    658,700     103,156  

Total

  $ 13,388,754   $ 8,416,702  

(1)
Audit fees consisted of work performed in the integrated audit of our annual consolidated financial statements filed on Form 10-K, audit activity directly related to Section 404 of the Sarbanes-Oxley Act of 2002, reviews of our quarterly condensed consolidated financial statements filed on Forms 10-Q and the audits of statutory financial statements of certain foreign subsidiaries. All such services were approved in advance by the Audit Committee.

(2)
Audit-related fees consisted principally of fees for financial due diligence services for potential acquisitions, comfort letters issued, and work performed in the audit of our employee benefit plans. All such services were approved in advance by the Audit Committee.

(3)
Tax fees related to tax compliance, consulting, and tax return preparation. All such services were approved in advance by the Audit Committee.

(4)
All other fees consisted principally of fees for certain market assessment projects and accounting research tools. All such services were approved in advance by the Audit Committee.

(5)
None of the non-audit services constitute a prohibited activity for our independent auditor under the Sarbanes-Oxley Act of 2002 or related SEC regulations.

92


Policy and Procedures on Engagement and Retention of the Independent Auditor for Audit, Audit-Related, and Non-Audit Services

        Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and overseeing the work of our independent auditor. In recognition of this responsibility, the Audit Committee has established a policy for preapproving all audit and permissible non-audit services provided by its independent registered public accounting firm.

        Prior to engagement of the independent registered public accounting firm for the next year's audit, management submits to the Audit Committee for approval a summary of services expected to be rendered during that year. Prior to engagement, the Audit Committee preapproves a budget for each category of services. The Audit Committee requires the independent registered public accounting firm and management to periodically report on the actual fees versus the budget by category of service. Additional service engagements that may exceed these preapproved limits must be submitted to the Audit Committee for preapproval. The Audit Committee of the Board of Directors has considered whether the provision of the services described above under the captions "tax fees" and "all other fees" is compatible with maintaining PricewaterhouseCoopers LLP's independence. The Audit Committee has concluded that these services do not compromise PricewaterhouseCoopers LLP's independence.

        The Audit Committee recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2020.


OTHER MATTERS

Shareholder Proposals for 2021 Annual Meeting

        Shareholders who wish to present proposals for inclusion in the proxy statement relating to our Annual Meeting of Shareholders to be held in 2021 may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934. To be eligible, shareholder proposals must be received by our Corporate Secretary no later than November 26, 2020.

        Under our Bylaws, if a shareholder wishes to present a proposal or nomination at the 2021 Annual Meeting separately from the Rule 14a-8 process, such shareholder must give written notice to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887. The Corporate Secretary must receive such notice no sooner than January 6, 2021, and no later than February 5, 2021, and must comply with our Bylaws.

Obtaining Additional Information About Charles River

        The Notice of Meeting, this Proxy Statement, the enclosed proxy and our Annual Report to Shareholders for the year ended December 28, 2019 are being mailed to shareholders on or about March 26, 2020. Our Annual Report to Shareholders includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (other than exhibits thereto), as filed with the SEC. The Form 10-K provides additional information about the Company. Exhibits will be provided upon written request and payment of an appropriate processing fee. A copy of our Annual Report on Form 10-K (with exhibits) for the year ended December 28, 2019 can also be found on the SEC website at www.sec.gov. In addition, shareholders may request a copy of the Annual Report on Form 10-K, without charge, by writing to our Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887.

93


Certain Matters Relating to Proxy Materials and Annual Reports

        We satisfy SEC rules regarding delivery of proxy statements and annual reports by delivering a single proxy statement and annual report to an address shared by two or more of our shareholders. This delivery method is referred to as "householding" and can result in meaningful cost savings for us. In order to take advantage of this opportunity, we have delivered only one proxy statement and annual report to multiple shareholders who share an address, unless contrary instructions were received from affected shareholders prior to the mailing date. Promptly upon written or oral request, we undertake to deliver a separate copy of the proxy statement and/or annual report, as requested, to a shareholder at a shared address to which a single copy of these documents was delivered. If you hold stock as a registered shareholder and prefer to receive separate copies of a proxy statement or annual report, either now or in the future, please contact Computershare Investor Services: by mail at P.O. Box 505008 Louisville, KY 40233-9814; by telephone at 1-800-368-5948; or through the website: http://www.computershare.com/investor. If your stock is held through a broker or bank and you prefer to receive separate copies of a proxy statement or annual report, either now or in the future, please contact your broker or bank.

Other Business

        The Board of Directors knows of no other business which will be presented to the Meeting. If any other business is properly brought before the Meeting, it is intended that proxies in the enclosed form will be voted in respect thereof in accordance with the judgment of the persons voting the proxies.

    By order of the Board of Directors:
David P. Johst
Corporate Secretary

Wilmington, Massachusetts
March 26, 2020

        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.

94



Appendix A

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS(1)
(dollars in thousands, except for per share data)

 
  Twelve Months Ended  
 
  December 28,
2019
  December 29,
2018
  December 30,
2017
  December 31,
2016
  December 26,
2015
  December 27,
2014
  December 28,
2013
  December 29,
2012
  December 31,
2011
  December 25,
2010
  December 26,
2009
  December 27,
2008
 

Net income (loss) attributable to common shareholders

  $ 252,019   $ 226,373   $ 123,355   $ 154,765   $ 149,313   $ 126,698   $ 102,828   $ 97,295   $ 109,566   $ (336,669 ) $ 114,441   $ (524,505 )

Less: Income (loss) from discontinued operations, net of income taxes                  

        1,506     (137 )   280     (950 )   (1,726 )   (1,265 )   (4,252 )   (5,545 )   (8,012 )   1,399     3,283  

Net income (loss) from continuing operations attributable to common shareholders

    252,019     224,867     123,492     154,485     150,263     128,424     104,093     101,547     115,111     (328,657 )   113,042     (527,788 )

Add back:

                                                                         

Amortization related to acquisitions

    90,867     64,831     41,370     42,746     29,374     25,957     17,806     18,067     21,795     24,405     25,717     26,725  

Severance and executive transition costs

    11,458     8,680     3,278     8,472     6,173     7,792     3,218     2,580     5,462     16,504     16,344      

Site consolidation costs, impairments, and other items(2)

    4,283     864     18,645     11,849     2,240     7,136     21,381     3,963     473     384,896     3,939     706,689  

Adjustment of acquisition-related contingent consideration and related items

                                    (721 )   2,865          

Operating losses(3)

                    5,517     2,600     3,371     3,738     6,471     13,387     3,988      

Acquisition-related adjustments(4)                  

    39,439     19,184     6,687     22,702     14,513     6,688     1,752     3,774     215     8,319     3,246     1,125  

Government billing adjustment and related expenses                  

            150     634     477     848     2,402                      

Acquisition agreement termination fee                  

                                        30,000          

Gain on settlement of life insurance policy

                                    (7,710 )            

U.S. pension curtailment

                                                (3,276 )

Gain on sale of U.K. real estate

                                            (839 )    

Reversal of an indemnification asset associated with acquisition and corresponding interest(5)

                54     10,411                              

Write-off of deferred financing costs and fees related to debt refinancing

    1,605     5,060         987     721         645         1,450     4,542          

Loss on sale of auction rate securities

                                712                  

(Gain) loss on bargain purchase(6)

            (277 )   15     (9,837 )                            

Convertible debt accounting(7)

                            6,710     14,741     13,978     12,948     11,106     8,432  

Gain on divestiture of CDMO business

            (10,577 )                                    

Debt forgiveness associated with a prior acquisition(8)

            (1,863 )                                    

Deferred tax revaluation

                                                763  

Tax benefit from disposition of Phase I clinical business

                                    (11,111 )            

Massachusetts tax law change

                                                1,897  

Reduction of tax benefits—Charles River Massachusetts

                                            719      

Costs and taxes associated with corporate legal entity restructuring and repatriation

                                    1,637     15,689     (1,084 )   (4,045 )

Venture capital (gains) losses

    (20,707 )   (15,928 )   (22,657 )   (10,285 )   (3,824 )   (9,343 )   (5,864 )   618     (869 )   579          

Tax effect of non-GAAP adjustments:

                                                                         

Tax effect from U.S. Tax Reform(9)

        (5,450 )   78,537                                      

Tax effect from divestiture of CDMO business

        (1,000 )   17,705                                      

A-1


 
  Twelve Months Ended  
 
  December 28,
2019
  December 29,
2018
  December 30,
2017
  December 31,
2016
  December 26,
2015
  December 27,
2014
  December 28,
2013
  December 29,
2012
  December 31,
2011
  December 25,
2010
  December 26,
2009
  December 27,
2008
 

Non-cash tax benefit related to international financing structure(10)

    (19,787 )                                            

Reversal of uncertain tax position associated with acquisition and corresponding interest(5)

                    (10,411 )                            

Tax effect of the remaining non-GAAP adjustments and certain other tax items

    (24,811 )   (17,166 )   (12,286 )   (18,744 )   (18,672 )   (11,483 )   (16,976 )   (16,832 )   (15,388 )   (59,489 )   (22,228 )   (15,970 )

Net income from continuing operations attributable to common shareholders, excluding specified charges (Non-GAAP)

  $ 334,366   $ 283,942   $ 242,204   $ 212,915   $ 176,945   $ 158,619   $ 138,538   $ 132,908   $ 130,793   $ 125,988   $ 153,950   $ 194,552  

Weighted average shares outstanding—Basic

    48,730     47,947     47,481     47,014     46,496     46,627     47,740     47,912     50,823     62,561     65,366     67,274  

Effect of dilutive securities:

                                                                         

2.25% senior convertible debentures

                                                776  

Stock options, restricted stock units, performance stock units, and contingently issued restricted stock

    963     1,071     1,083     944     1,138     931     749     494     495     558     268     1,010  

Warrants

                                            2     87  

Weighted average shares outstanding—Diluted

    49,693     49,018     48,564     47,958     47,634     47,558     48,489     48,406     51,318     63,120     65,636     69,147  

Earnings per share from continuing operations attributable to common shareholders

                                                                         

Basic

  $ 5.17   $ 4.69   $ 2.60   $ 3.28   $ 3.23   $ 2.76   $ 2.18   $ 2.12   $ 2.26   $ (5.25 ) $ 1.73   $ (7.85 )

Diluted

  $ 5.07   $ 4.59   $ 2.54   $ 3.22   $ 3.15   $ 2.70   $ 2.15   $ 2.10   $ 2.24   $ (5.25 ) $ 1.72   $ (7.85 )

Basic excluding non-GAAP adjustments

  $ 6.86   $ 5.92   $ 5.10   $ 4.53   $ 3.81   $ 3.40   $ 2.90   $ 2.77   $ 2.57   $ 2.01   $ 2.36   $ 2.89  

Diluted excluding non-GAAP adjustments

  $ 6.73   $ 5.80   $ 4.99   $ 4.44   $ 3.71   $ 3.34   $ 2.86   $ 2.75   $ 2.55   $ 2.00   $ 2.35   $ 2.81  

(1)
Solely for purposes of demonstrating executive compensation trends, this Proxy Statement contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, which exclude: non-cash goodwill and other asset impairments in the fourth quarters of 2010 and 2008; amortization of intangible assets and other charges related to our acquisitions, as well as fair value adjustments associated with contingent consideration; expenses associated with evaluating acquisitions (including costs related to the termination of acquisitions), charges and operating losses attributable to our businesses we plan to close or divest (or have closed or divested) and other related miscellaneous expenses; severance costs associated with our cost-saving actions; fees and taxes associated with corporate subsidiary restructurings and the repatriation of cash into the United States; write-offs of deferred financing costs related to the extinguishment of debt and fees related to debt financing; the additional interest recorded as a result of the adoption in 2009 of an accounting standard related to our convertible debt accounting which increased interest and depreciation expense; gains from the sale of U.K. real estate; the gain on the curtailment of our U.S. defined benefit plan in 2008; a gain recognized upon the settlement of a life insurance policy of a former officer income from tax settlements related to our discontinued operations; charges in connection with a deferred tax revaluation; deferred financing costs related to our amended credit facilities; taxes associated with the disposition of our Phase I clinical business; the positive impact of adjustments to contingent consideration payable for earlier acquisitions; third-party costs associated with the remediation of unauthorized access into our information systems detected in March 2019; the non-cash tax benefit related to our international financing structure in 2019; charges related to the planned settlement of our U.S. pension plan; charges recorded in connection with the modification of our option to purchase equity in one of our joint ventures; and investment gains or losses associated with our venture capital investments. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions (and in certain cases, the evaluation of such acquisitions, whether or not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities, such as business acquisitions, happen infrequently and the underlying costs associated with such activities do not recur on a regular basis. Non-GAAP results also allow investors to compare the Company's operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this Proxy Statement are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this Proxy Statement to the most directly comparable GAAP financial measures are set forth in this table, and can also be found on the Company's website at ir.criver.com.

(2)
Reported results in 2019, 2018, 2017, 2016, and 2015 primarily include site consolidation costs, impairments, and other items. Reported results in 2014 include: (i) asset impairments and accelerated depreciation related to the consolidation of research model production operations; (ii) charges related to a dispute with a large model supplier; and (iii) a gain related to the sale of a former research model facility in France. Reported results in 2013 include: (i) accelerated depreciation related to the consolidation of research model production operations in California and Biologics Testing Solutions operations; (ii) an impairment charge related to the Company's DSA facility in Massachusetts; (iii) an adjustment to prior-period accrued compensated absences; and (iv) asset impairments at certain European facilities. Reported results in 2012 include: (i) the impairment of long-lived assets for certain RMS Europe facilities; (ii) the gain on the sale of land for an RMS facility; and (iii) a write-off associated with large model inventory held at a vendor. Reported results in 2011 include: (i) asset impairments associated with certain RMS and DSA operations; (ii) gains on the disposition of RMS facilities in Michigan and Europe; (iii) costs associated with exiting a defined benefit plan in RMS Japan; and (iv) costs associated with vacating a corporate leased facility. Reported results in 2010 primarily include to goodwill and asset impairments associated with the Company's DSA business segment. Additionally, these amounts were reduced by $4.3 million to account for the portion of the asset impairment charge associated with the non-controlling interest in the company's former DSA facility in China. Reported results in 2009 primarily include an asset impairment and costs associated with the Company's planned disposition of its DSA facility in Arkansas, as well as additional miscellaneous expenses. Reported results in 2008 primarily include a goodwill impairment related to the Company's DSA business segment, as well as asset impairments and other charged related to the sale of the Company's Vaccine business in Mexico and closure of the Company's facility in Hungary; the disposition of and accelerated exit from the Company's Worcester, MA facility; severance costs related to cost-saving actions and advisory fees incurred in connection with repatriation of accumulated foreign earnings.

(3)
Operating losses are primarily related to the curtailment of operations and subsequent operating costs at the Company's DSA facilities in Massachusetts, China, and Arkansas.

(4)
These adjustments are related to the evaluation and integration of acquisitions, which primarily include transaction, third-party integration, and certain compensation costs, and fair value adjustments associated with contingent consideration. In addition, the amount in 2019 includes a $2.2 million charge recorded in connection with the modification of the option to purchase the remaining 8% equity interest in Vital River and the amount in 2016 includes a $1.5 million charge recorded in connection with the modification of the option to purchase the remaining 13% equity interest in Vital River, partially offset by a $0.7 million gain on remeasurement of previously held equity interest in an entity acquired in a step acquisition.

(5)
These amounts represent the reversal of an uncertain tax position and an offsetting indemnification asset primarily related to the acquisition of BioFocus.

A-2


(6)
These amounts relate to the acquisition of Sunrise Farms, Inc. in 2015 and an immaterial acquisition in 2017, and represent the excess of the estimated fair value of the net assets acquired over the purchase price.

(7)
Reported results in 2013, 2012, 2011, 2010, 2009, and 2008 include the impact of convertible debt accounting adopted at the beginning of 2009, which increased interest expense by $6.6 million, $14.5 million, $13.8 million, $12.7 million, $11.9 million, and $11.1 million and depreciation expense by $0.1 million, $0.2 million, $0.2 million, $0.2 million, $0.2 million, and $0.1 million, respectively; and capitalized interest by $1.0 million in 2009 and $2.8 million in 2008.

(8)
The amount represents the forgiveness of a liability related to the acquisition of Vital River.

(9)
The amount for fiscal year 2017 includes a $78.5 million estimate for the impact of the enactment of U.S. Tax Reform legislation. The estimated impact of U.S. Tax Reform consists of the one-time transition tax on unrepatriated earnings (also known as the toll tax), withholding and state taxes related to the Company's withdrawal of its indefinite reinvestment assertion regarding unremitted earnings, and the revaluation of U.S. federal net deferred tax liabilities. The final impact of U.S. Tax Reform may differ from these estimates, due to, among other things, changes in interpretations, analysis, and assumptions made by the Company, additional guidance that may be issued by regulatory agencies, and any updated or changes to estimates the Company utilized to calculate the transition tax impact. The amount for fiscal year 2018 reflects an adjustment that is related to the refinement of one-time charges associated with the enactment of U.S. Tax Reform related to the transition tax on unrepatriated earnings (also known as the toll tax), and the revaluation of U.S. federal net deferred tax liabilities.

(10)
This adjustment relates to the recognition of deferred tax assets expected to be utilized as a result of changes to the Company's international financing structure.

A-3



Appendix B


CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
AMENDED AND RESTATED 2018 INCENTIVE PLAN
Originally adopted by the Board of Directors
On March 20, 2018
Approved at Annual Meeting of Shareholders
On May 8, 2018
Amended by the Board of Directors
On March 14, 2020
Amendment and Restatement Approved at Annual Meeting of Shareholders
On [May 6], 2020

1.     ADMINISTRATION

        Subject to the express provisions of the Plan, the Administrator has the authority to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures (which it may modify or waive); and otherwise do all things necessary to implement the Plan. Once an Award has been communicated in writing to a Participant, the Administrator may not, without the Participant's consent, alter the terms of the Award so as to materially affect adversely the Participant's rights under the Award, unless the Administrator has expressly reserved the right to do so or pursuant to Section 9.

2.     LIMITS ON AWARDS UNDER THE PLAN

        a.    NUMBER OF SHARES.    Subject to adjustments as provided in Section 5.b, the total number of shares of Stock subject to Awards granted under the Plan, in the aggregate, may not exceed 8,948,598 (the "Fungible Pool Limit"), which includes (A) a reserve of 439,798 shares of Stock remaining available for issuance under the 2016 Plan as in effect prior to the Original Effective Date and (B) an increase of 1,750,000 shares of Stock, as approved by the Board, subject to approval by the stockholders of the Company. Each share of Stock issued or to be issued in connection with any Full-Value Award shall be counted against the Fungible Pool Limit as 2.3 Fungible Pool Units. Stock Options, SARs and other Awards that do not deliver the full value at grant thereof of the underlying shares of Stock, that were granted prior to the Effective Date and that expire no more than seven (7) years from the date of grant, and such Stock Options, SARs and Other Awards that were granted on or after the Effective Date and that expire no more than ten (10) years from the date of grant, shall be counted against the Fungible Pool Limit as one (1.0) Fungible Pool Unit. (For these purposes, the number of shares of Stock taken into account with respect to a SAR shall be the number of shares of Stock underlying the SAR at grant (i.e., not the final number of shares of Stock delivered upon exercise of the SAR)). For purposes of the preceding sentence, shares that have been forfeited or cancelled in accordance with the terms of the applicable Award shall not be considered to have been delivered under the Plan, but shares held back in satisfaction of the exercise price or tax withholding requirements from shares that would otherwise have been delivered pursuant to an Award will be considered to have been delivered under the Plan. In addition, shares of Stock that have been repurchased by the Company with proceeds obtained in connection with the exercise of outstanding Awards shall not be added into the pool of available shares. Any shares of Stock that again become available for grant pursuant to this Section 2.a shall be added back to the pool of available shares. For purposes of clarity, in calculating the number of shares of Stock remaining under the Fungible Pool Limit, the Administrator will not increase the number of available Fungible Pool Units for shares of Stock delivered under an Award (i.e., previously acquired Shares tendered by the Participant in payment of the exercise price or of withholding taxes). The Administrator shall determine the appropriate methodology for calculating the number of shares of Stock issued pursuant to the Plan.


        b.    TYPE OF SHARES.    Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company and held in treasury. No fractional shares of Stock will be delivered under the Plan.

        c.    PARTICIPANT SHARE LIMIT.    The maximum number of shares of Stock for which any Awards may be granted to any Participant annually from and after adoption of the Plan and prior to March 20, 2028 shall be 2,000,000, subject to adjustments as provided in Section 5.b. No Awards may be granted under the Plan after March 20, 2028, but previously granted Awards may extend beyond that date.

        d.    OTHER AWARD LIMITS.    No more than $3,000,000 may be paid to any individual with respect to any Cash Performance Award (other than an Award expressed in terms of shares of Stock or units representing Stock, which shall instead be subject to the limit set forth in Section 2.c above). In applying the dollar limitation of the preceding sentence: (A) multiple Cash Performance Awards to the same individual that are determined by reference to performance periods of one year with or within the same fiscal year of the Company shall be subject in the aggregate to one limit of such amount, and (B) multiple Cash Performance Awards to the same individual that are determined by reference to one or more multi-year performance periods ending in the same fiscal year of the Company shall be subject in the aggregate to a separate limit of such amount.

        e.    NON-EMPLOYEE DIRECTOR LIMIT.    The aggregate grant date fair value (determined as of the date of grant) of any Award granted under the Plan to an individual upon becoming a non-employee member of the Board of Directors ("Initial Non-Employee Director Grant") shall not exceed $600,000. Subject to adjustment as provided in Section 5.b, no Participant who is a non-employee member of the Board of Directors may receive under the Plan (or otherwise) in any calendar year Stock Options, SARs, Restricted Stock, Unrestricted Stock, Deferred Stock and Performance Awards denominated in shares of Stock with a grant date fair value (determined as of the date of grant) that, when combined with the aggregate amount of any Cash Performance Awards and any other compensation granted to such Participant in such calendar year, exceeds an aggregate of $800,000 (excluding an Initial Non-Employee Director Grant).

        f.    ISO SHARE LIMIT.    Subject to adjustments as provided in Section 5.b, the maximum number of shares of Stock available for issuance with respect to ISOs under the Plan shall be 3,500,000.

3.     ELIGIBILITY AND PARTICIPATION

        The Administrator will select Participants from among those key Employees, directors and other individuals or entities providing services to the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is further limited to those individuals whose employment status would qualify them for the tax treatment described in Sections 421 and 422 of the Code.

4.     RULES APPLICABLE TO AWARDS

        a.    ALL AWARDS    

B-2


B-3


B-4


B-5


B-6


B-7


5.     EFFECT OF CERTAIN TRANSACTIONS

        a.    MERGERS, ETC.    Other than in connection with Awards that are denominated and subject to settlement in cash, Awards shall not vest in connection with a Covered Transaction unless such Covered Transaction is accompanied by a "double trigger event". For this purpose, a "double trigger event" occurs in connection with a Covered Transaction if (i) the Award is not appropriately assumed nor an equivalent award substituted by the surviving, continuing, successor or purchasing company or other business entity or parent thereof, as the case may be, (ii) cash or cash equivalents are the sole or primary form of consideration to be received by the shareholder of the Company and (iii) at the time of, or within 12 months following the Covered Transaction, the Participant incurs a termination of employment without Cause or for Good Reason.

        Upon a Covered Transaction "double trigger event": (i) in the case of a Stock Option or SAR, the Stock Option or SAR shall become fully vested and exercisable immediately upon the occurrence of the double trigger event; (ii) in the case of Restricted Stock, Deferred Stock or restricted stock units (in each case other than an award of Restricted Stock, award of Deferred Stock or award of restricted stock units that is a Performance Award), the restriction period shall lapse and the Restricted Stock, Deferred Stock or restricted stock unit (as applicable) shall fully vest immediately upon the occurrence of the double trigger event; and (iii) in the case of a Performance Award, payment under the Award shall be subject to the terms set forth in the applicable award agreement.

        b.    CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK    

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6.     LEGAL CONDITIONS ON DELIVERY OF STOCK

        The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until the Company's counsel has approved all legal matters in connection with the issuance and delivery of such shares; if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock.

7.     AMENDMENT AND TERMINATION

        The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, or may at any time terminate the Plan as to any further grants of Awards; PROVIDED, that (except to the extent expressly required or permitted by the Plan) no such amendment will, without the approval of the stockholders of the Company, effectuate a change for which stockholder approval is required under the rules of the New York Stock Exchange (which includes any "material revision" as defined under the rules of the New York Stock Exchange) or in order for the Plan to continue to qualify under Section 422 of the Code and to have an Award comply with, or avoid adverse consequences under, Section 409A of the Code.

8.     NON-LIMITATION OF THE COMPANY'S RIGHTS

        The existence of the Plan or the grant of any Award shall not in any way affect the Company's right to award a person bonuses or other compensation in addition to Awards under the Plan.

9.     COMPLIANCE WITH APPLICABLE LAW

        If any provision of the Plan or any applicable award agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the applicable award agreement, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such applicable award agreement shall remain in full force and effect.

10.   DATA PRIVACY

        The Company, any Affiliate and Committee may collect, process, transmit and store, in any form whatsoever, any data of a professional or personal nature described in the Plan, the applicable award agreement and any other grant or plan administration materials by and among, as applicable, the Company or any Affiliate that is necessary, in the discretion of the Company or any Affiliate, for the purposes of implementing, administering and managing the Participant's participation in the Plan. The Company and any Affiliate may share such information with any third party in any country, including any trustee, registrar, administrative agent, broker, stock plan service provider or any other person assisting the Company with the implementation, administration, and management of the Awards and the Plan. The Company, any Affiliate, the Committee and any possible recipients described herein may receive, possess, use, retain and transfer the data in electronic or other form, for the sole purpose

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described herein. The Participant may refuse to provide consent or authorization, or may withdraw such consent or authorization, regarding the matters described in this Section 10; PROVIDED, however, that such refusal or withdrawal may affect the Participant's ability to participate in the Plan.

11.   GOVERNING LAW

        The Plan shall be construed in accordance with the laws of The Commonwealth of Massachusetts without reference to principles of conflicts of laws.

12.   DEFINED TERMS.

        The following terms, when used in the Plan, shall have the meanings and be subject to the provisions set forth below:

        "2007 Plan". The Charles River Laboratories International, Inc. 2007 Incentive Plan as from time to time amended and in effect.

        "2016 Plan": The Charles River Laboratories International, Inc. 2016 Incentive Plan as from time to time amended and in effect.

        "ADMINISTRATOR": The Board or, if one or more has been appointed, the Committee. With respect to ministerial tasks deemed appropriate by the Board or Committee, the term "Administrator" shall also include such persons (including Employees) to whom the Board or Committee shall have delegated such tasks.

        "AFFILIATE": Any corporation or other entity owning, directly or indirectly, 50% or more of the outstanding Stock of the Company, or in which the Company or any such corporation or other entity owns, directly or indirectly, 50% of the outstanding capital stock (determined by aggregate voting rights) or other voting interests.

        "AWARD": Any or a combination of the following (which shall include any Final Award with respect to the following):

        "BOARD": The Board of Directors of the Company.

        "CASH PERFORMANCE AWARD": A Performance Award payable in cash. The right of the Company under Section 4.a(3) (subject to the consent of the holder of the Award as therein provided) to extinguish an Award in exchange for cash or the exercise by the Company of such right shall not make an Award otherwise not payable in cash a Cash Performance Award.

        "CAUSE": Unless otherwise provided for in a Participant's written agreement with the Company, "Cause""for termination by the Company of the Participant's employment shall mean (i) the willful and continued failure by the Participant to perform the Participant's duties with the Company, (ii) a substantial and not de minimis violation of the Company's Code of Business Conduct and Ethics (and any successor policy), as the same are in effect from time to time, (iii) the Participant's conviction of a

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felony or (iv) engaging in conduct that constitutes a violation of any (x) confidential agreements with the Company or (y) confidentiality policies applicable to the Participant.

        "CODE": The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

        "COMMITTEE": One or more committees of the Board (including any subcommittee thereof) appointed or authorized to make Awards and otherwise to administer the Plan.

        "COMPANY": Charles River Laboratories International, Inc.

        "COVERED TRANSACTION": Any of (i) the consummation of a consolidation, merger or other transaction which results in any individual, entity or "group" (within the meaning of section 13(d) of the Securities Exchange Act of 1934) acquiring the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of more than 50% of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, (ii) at any time during a period of 12 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board, (iii) the consummation of a sale or transfer of all or substantially all the Company's assets, or (iv) a dissolution or liquidation of the Company.

        "DEFERRED STOCK": A promise to deliver Stock, other securities or other property in the future on specified terms to a Participant (including, for the avoidance of doubt, a director of the Company).

        "DISABILITY": With respect to any Participant, "disability" as defined in such Participant's employment agreement, if any, or if not so defined, except as otherwise provided in such Participant's award agreement:

        "EMPLOYEE": Any person who is employed by the Company or an Affiliate.

        "FULL-VALUE AWARD": an Award other than an Option or SAR, and which is settled by the issuance of shares of Stock or the value of the stated number of shares in cash.

        "FUNGIBLE POOL UNIT": the measuring unit used for purposes of the Plan, as specified in Section 2, to determine the number of Shares which may be subject to Awards hereunder, which shall consist of Shares in the proportions (ranging from 1.0 to 2.3) as set forth in Section 2.a.

        "GOOD REASON": Unless otherwise provided for in a Participant's written agreement with the Company, Good Reason for termination by the Participant of the Participant's employment shall mean the occurrence (without the Participant's express written consent) of any one of the following acts by the Company, or failures by the Company to act, unless in the case of any act or failure to act

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described in paragraph (i), (iii) or (iv) below, such act or failure to act is corrected prior to the date of termination:

        "ISO": A Stock Option intended to be an "incentive stock option" within the meaning of Section 422 of the Code.

        "ORIGINAL EFFECTIVE DATE": May 8, 2018.

        "PARTICIPANT": An Employee, director or other person providing services to the Company or its Affiliates who is granted an Award under the Plan.

        "PERFORMANCE AWARD": An Award subject to Performance Criteria (including any Award that is a Final Award distributed in satisfaction of the vesting of a Performance Award that was subject to Performance Criteria).

        "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is a condition for the exercisability, vesting or full enjoyment of an Award. A Performance Criterion measure and targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss.

        "PLAN": The Charles River Laboratories International, Inc. 2018 Incentive Plan, as amended and restated as of March 14, 2020, as from time to time further amended and in effect.

        "PREEXISTING PLANS": Any plan of the Company or its predecessors in existence at or prior to the Effective Date under which equity, equity-based or performance cash awards were granted, including, without limitation, the following: (1) the 2007 Plan and (2) the 2016 Plan. For the purposes

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of this definition, "preexisting plans" shall not refer to the Company's Executive Incentive Compensation Plan (EICP).

        "RESTRICTED STOCK": An Award of Stock subject to restrictions requiring that such Stock be redelivered to the Company if specified conditions are not satisfied.

        "SARS": Rights entitling the holder upon exercise to receive cash or Stock, as the Administrator determines, equal to a function (determined by the Administrator using such factors as it deems appropriate) of the amount by which the Stock has appreciated in value since the date of the Award.

        "STOCK": Common Stock of the Company.

        "STOCK OPTIONS": Options entitling the recipient to acquire shares of Stock upon payment of the exercise price.

        "UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions under the Plan.

13.   SECTION 409A OF THE CODE

        To the extent applicable, Awards granted under the Plan are intended to comply with or be exempt from Section 409A of the Code, and the Administrator shall interpret and administer the Plan in accordance therewith. In addition, any provision in this Plan document that is determined to violate the requirements of Section 409A shall be void and without effect. In addition, any provision that is required to appear in this Plan document that is not expressly set forth shall be deemed to be set forth herein, and such Plan shall be administered in all respects as if such provisions were expressly set forth. The Administrator shall have the authority unilaterally to accelerate or delay a payment to which the holder of any Award may be entitled to the extent necessary or desirable to comply with, or avoid adverse consequences under, Section 409A (including, for the avoidance of doubt, with regard to an individual deemed to be a "specified employee" under Section 409A of the Code who has received an amount hereunder deemed to be "deferred compensation" subject to Section 409A of the Code). Notwithstanding the foregoing, the Company does not guarantee that this Plan, any Awards or any payments with respect thereto are in compliance with Section 409A of the Code.

14.   EFFECTIVE DATE OF THE PLAN

        The Plan, prior to its amendment and restatement, became effective as of the date of its approval by the Board on March 20, 2018, subject to its approval by the stockholders of the Company on the Original Effective Date. The Plan, as amended and restated, shall be effective as of the date of its approval by the Board, subject to its approval by the stockholders of the Company (the "Effective Date").

15.   AWARDS UNDER PREEXISTING PLANS

        Upon approval of the Plan by stockholders of the Company as contemplated under Section 14, no further awards shall be granted under the Preexisting Plans; PROVIDED, however, that any shares that have been forfeited, cancelled or otherwise not delivered in accordance with the terms of the applicable award under a Preexisting Plan may be subsequently again awarded in accordance with the terms of the Plan. For purposes of clarity, the number of shares that relate to an Award under the Preexisting Plans is the maximum number of shares that can be delivered with respect to such Award.

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French Schedule

1 Application and Purpose

        This French Schedule includes special terms and conditions applicable to Qualified Deferred Stock Awards granted to Participants situated and/or employed in France. These terms and conditions are in addition to, or if so indicated, in place of, the terms and conditions set forth in the Plan.

        The purpose of this French Schedule is to make certain variations to the terms of the Plan, in order to satisfy French securities laws, exchange control, corporate law and tax requirements, especially the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code and article 135 of the Macron Law (loi n° 2015-990 du 6 août 2015 pour la croissance, l'activité et l'égalité des chances économiques as amended by the 2017 and 2018 Finance bills respectively n° 2016-1917 dated December 29, 2016 and n° 2017-1837 dated December 30, 2017), so that Qualified Deferred Stock Awards may qualify for favorable income tax and social security treatment in France (provided by article 80 quaterdecies of the French Tax Code and article L242-1 of the French Social Security Code).

        The rules of the Plan shall apply, subject to the modifications contained in this French Schedule, whenever the Administrator decides to grant Qualified Deferred Stock Awards to Eligible French Employees under this French Schedule. In all other circumstances, where other forms of Awards (other than Qualified Deferred Stock Award) are granted to Eligible French Employees, the rules of the Plan, unamended by this French Schedule, shall apply.

        The amendments to the Plan set out in this French Schedule shall only apply in respect of Qualified Deferred Stock Awards granted in accordance with this French Schedule.

        This French Schedule has been approved by the shareholders of the Company (as the empowered foreign corporate body) on 8 May 2018, as required by the French tax authorities.

2 Terms and Meanings of Words Used

        Unless provided otherwise or unless the context requires otherwise, capitalized terms used but not defined in this French Schedule shall have the meaning assigned to them in the Plan.

        The terms of Qualified Deferred Stock Awards under this French Schedule shall be the same as those for Deferred Stock awards under the Plan, except to the extent that this French Schedule provides to the contrary. References to Deferred Stock awards in the Plan shall apply to, and include, Qualified Deferred Stock Awards, save where expressed not to apply, or save where modified by the terms of this French Schedule (in which case, the terms shall apply as modified).

        References to eligible Employees in the Plan shall apply to Eligible French Employees and references to Participants in the Plan shall apply to French Participants, save where expressed not to apply, or save where modified by the terms of this French Schedule (in which case, the terms shall apply as modified).

        The following definitions shall apply to Qualified Deferred Stock Awards granted in accordance with this French Schedule:

        "CLOSED PERIOD": has the meaning given in Article L. 225-197-1 of the French Commercial Code, as:

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        "ELIGIBLE FRENCH EMPLOYEE": means an employee of a French Subsidiary (or a French branch of a non-French Group Member), or a corporate officer of a French Subsidiary (or a French branch of a non-French Group Member) who holds the duties of chairman of the board, general manager, deputy general manager, member of the directory board, or manager (respectively président du conseil d'administration, directeur général, directeur général délégué, membre du directoire or gérant).

        "FRENCH PARTICIPANT": means individuals who have been granted Qualified Deferred Stock Awards.

        "GRANT DATE": means the date on which a Qualified Deferred Stock Award is granted to an Eligible French Employee by the Administrator.

        "GROUP": means the Company and its Subsidiaries from time to time, and "Group Member" shall be interpreted accordingly.

        "HOLDING PERIOD": means such period (applicable under article L225-197-1 of the French commercial code) following the vesting of the Qualified Deferred Stock Award as the Administrator may determine, which shall not expire until at least 2 years after the Grant Date.

        "QUALIFIED DEFERRED STOCK AWARD": means a Deferred Stock award granted to an Eligible French Employee which is intended to satisfy French securities laws, exchange control, corporate law and tax requirements (especially the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code) in order to qualify for favorable income tax and social security treatment in France (articles 80 quaterdecies of French Tax Code and L.242-1 of French Social Security Code) and which, for the avoidance of doubt, can be subject to Performance Criteria.

        "SUBSIDIARY": has the meaning given in Article L. 225-197-2 of the French Commercial Code, as:

        "VESTING PERIOD": means such period (applicable under article L225-197-1 of the French commercial code) as determined by the Administrator, which shall not be less than 12 months from the Grant Date, and at the end of which, the French Participant will become entitled to have the Stock delivered to or to the order of him/her.

        The following definition shall apply to Qualified Deferred Stock Awards granted in accordance with this French Schedule and shall replace the definition as it appears at Section 12 of the Plan:

        "DISABILITY": has the meaning given in the second or third category of Article L.341-4 of the French Code of Social Security.

3 Limits on awards under the Plan

        The following wording is inserted immediately following the end of the Section 2.a. of the Plan, as follows:

        "Notwithstanding any other provisions of the Plan rules, if, at the Grant Date, the total number of Stock granted subject to Awards made under the Plan and any other employee stock plan of the Company, where such Awards are granted subject to and in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code and are, or are similar in substance to, a conditional right to acquire

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stock (other than an option) for no or limited cost (up to 5 percent of the fair market value of the stock), shall exceed 10 percent of the issued ordinary share capital of the issuing Company, Qualified Deferred Stock Awards may only be granted over such number of Stock as does not exceed a ratio of one to five between the smallest and largest awards of Qualified Deferred Stock Awards.

        However, this relevant percentage is increased to 30 percent, if at the same time, awards are granted under the Plan, or awards are granted under any other stock plan of a Group Member, to all Eligible French Employees employed by a French Group Member or a French branch of a non-French Group Member."

        The following wording is inserted immediately following the end of the Section 2.c. of the Plan, as follows:

        "No Qualified Deferred Stock Award shall be granted to an Eligible French Employee who holds 10 percent or more (including any outstanding Awards) under the Plan or outstanding awards under any other employee share plan operated by the Group where such Awards or awards (as applicable) are, or are similar in substance to, a conditional right to acquire shares, other than non-exercised options) of the share capital of the Company, or who may hold, as the result of the Qualified Deferred Stock Award, 10 percent or more of the share capital of the Company."

4 Eligibility and Participation

        Notwithstanding any other provision of the Plan rules, Qualified Deferred Stock Awards may only be granted to Eligible French Employees.

5 Alternative Settlement

        Section 4.a.(3) of the Plan is deleted in it its entirety.

6 Vesting Period

        The following wording is inserted immediately following Section 4.a.(5) of the Plan, as follows:

        "The Vesting Period for Qualified Deferred Stock Award shall not be less than 12 months, so that the ownership of the Qualified Deferred Stock Award cannot be transferred to, or to the order of, the French Employees before the expiry of a minimum one year period from their Grant Date.

        During the Vesting Period, the delivery of Stock must remain conditional and may also be subject to the Performance Criteria, which means that the Eligible French Employees only hold a contractual right towards the Company and are not entitled to any shareholder's right during the Vesting Period (no rights to dividend (even through an equivalent bonus whose payment would be deferred), no voting rights)."

7 Dividend Equivalents

        The first sentence of Section 4.a.(7) of the Plan is deleted in its entirety.

8 Holding Period

        A new Section 4.a.(12) is inserted immediately following Section 4.a.(11) of the Plan, as follows:

        "HOLDING PERIOD. The Administrator may determine that a Holding Period shall apply to a Qualified Deferred Stock Award, during which period the Stock acquired by the French Participant following vesting of the Qualified Deferred Stock Award (or any interest in them) may not be sold, transferred, assigned, mortgaged, charged or otherwise disposed of by, or on behalf of, the French Participant, except for a transfer to the French Participant's legal personal representatives in the event of his death.

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        To the extent that a Qualified Deferred Stock Award vests less than two years after the Grant Date, the Stock acquired on vesting shall be subject to a Holding Period, so that there is a two-year period between the Grant Date and the date that the Stock may be freely disposed of by the French Participant, as required by Article L.225-197-1 of the French Commercial Code.

        During the Holding Period, the Stock may be delivered to the French Participant, provided he shall agree not to sell, transfer, assign, mortgage, charge or otherwise dispose of the Stock (or any interest in them) during the Holding Period; or a nominee on behalf of the French Participant, provided that the beneficial ownership of the Stock vests in the French Participant and subject to a restriction on sale, transfer, assignment, mortgaging, charging or other disposal of such Stock (or any interest in them)."

9 Closed Period

        A new Section 4.a.(13) is inserted immediately following Section 4.a.(12) of the Plan, as follows:

        "CLOSED PERIOD. After the expiration of the Holding Period (if applicable), Stock transferred to a French Participant in satisfaction of a Qualified Deferred Stock Award cannot be sold or transferred by or on behalf of a French Employee during a Closed Period."

10 Cessation of employment

        Sections 4.a.(5)(A), 4.d.(5) to 4.d.(7) of the Plan continue to apply to Qualified Deferred Stock Awards, where relevant, if a French Participant ceases to be employee, except that a new Section 4.d.(12) is inserted immediately following Section 4.d.(11) of the Plan, as follows:

        "Notwithstanding any other provision of the Plan rules, the Plan shall, in no circumstances, have the effect of accelerating the Vesting Period or disapplying the Holding Period in circumstances where there would be a less than two year period between the Grant Date and the date that the Stock may be freely disposed of by the French Participant, except in the two following cases:

        If a French Participant dies before his Qualified Deferred Stock Award has vested, his Qualified Deferred Stock Award shall vest immediately and any applicable Holding Period will fall away. The Qualified Deferred Stock Award may only be adjusted in such proportion as determined by the Administrator in its absolute discretion after taking into account the Performance Criteria. The Qualified Deferred Stock Award cannot be adjusted for any other criteria e.g. for time. The heirs of the deceased French Participant can require the vesting within six months from the date of death, as provided by the article L225-197-3 of the French commercial code.

        Where, after a Qualified Deferred Stock Award has vested but before the expiry of any applicable Holding Period, the French Participant dies, his Stock shall cease to be subject to the Holding Period.

        Notwithstanding any other provision of the Plan rules, if a French Participant ceases to be in employment due to Disability before his Qualified Deferred Stock Award has vested all or a proportion of his Qualified Deferred Stock Award may vest immediately, in such proportion as determined by the Administrator in its absolute discretion, having regard to the satisfaction of the Performance Criteria and any other condition as at the time of cessation of employment, and such other factors as the Administrator may consider relevant. If a French Participant ceases to be in employment due to Disability before his Qualified Deferred Stock Award has vested, the Holding Period shall fall away.

        If the French Participant ceases to be in employment due to Disability after the vesting but before the expiry of any applicable Holding Period, his Stock shall cease to be subject to the Holding Period on the date of cessation of his employment."

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11 Effect of certain transactions

        The following wording is inserted immediately following the end of the Sections 5.a of the Plan, as follows:

        "To the extent that the Administrator intends for the Qualified Deferred Stock Awards to retain favorable tax and social security treatment under this French Schedule, Sections 5.a and 5.b shall apply to Qualified Deferred Stock Awards in accordance with the provisions of Articles L. 225-197-1-III of the French Commercial Code and 80 quaterdecies of the French Tax Code, and shall be modified or interpreted in order to comply with these provisions."

        The following wording is inserted immediately following the end of the Section 5.b of the Plan, as follows:

        "If the share capital of the Company is modified during the Vesting Period or Holding Period, the Qualified Deferred Stock Awards may be adjusted as appropriate to ensure that there is no impact on the French Participants' Qualified Deferred Stock Awards, provided that such adjustment has the sole purpose and effect of preserving the value of Qualified Deferred Stock Awards and that additional Stock which could be issued as a result remains subject to the same requirements (including the vesting and holding requirements) as those applying to the original Qualified Deferred Stock Award".

12 Taxes

        A new rule is inserted immediately following the end of Section 4.a.(6) of the Plan, as follows:

        "The preceding paragraph does not apply to Qualified Deferred Stock Awards. A French Participant is responsible for paying any relevant taxes and reporting the receipt of any income under the French Schedule, however made, to the relevant tax authority".

13 Amendment and termination

        The following wording is inserted immediately following the end of the Section 7 of the Plan, as follows:

        "Except as permitted in this Section 7, an amendment to the provisions of the Plan may only be applied to Qualified Deferred Stock Awards already granted to the extent that:

14 Cross references

        Unless specified otherwise, where a deletion, addition or amendment is made to the rules by this French Schedule, other references throughout the rules and this French Schedule to those additional, amended or deleted Rules (as appropriate) are deemed to be included, modified or deleted accordingly.

15 Conclusion

        The following paragraphs are inserted immediately following Section 11 in the Plan, as follows:

        "It is intended that Deferred Stock awards granted to Eligible French Employees shall qualify for the special tax and social security treatment applicable to free shares granted under articles L. 225-197-1 to L.225-197-6 of the French Commercial Code and in accordance with the relevant provisions set forth by the

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French tax and social security laws (article 80 quaterdecies of the French Tax Code and article L.242-1 of the French Social security Code). Accordingly, the rules, the terms of the French Schedule and the terms upon which a Deferred Stock award has been granted shall be interpreted and, where necessary, deemed to be modified, in accordance with the relevant provisions set forth by French laws, as well as the relevant administrative provisions.

        If for any reason a Deferred Stock award does not satisfy the requirements of the French tax authorities for favorable income tax and social security treatment, and therefore does not qualify as a Qualified Deferred Stock Award, the Company or Administrator can take such actions, including (but not limited to) changing the Vesting Period and/or the Holding Period of the Deferred Stock award, as it considers reasonably necessary to achieve such treatment, and the rules, the terms of the French Schedule and the terms of the Qualified Deferred Stock Award shall be interpreted and, where necessary, modified accordingly. The Company and any Group Member shall not be liable for any adverse consequences, legal, tax or otherwise, if and to the extent that Deferred Stock awards do not qualify as Qualified Deferred Stock Awards."

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - James C. Foster 02 - Nancy C. Andrews 03 - Robert J. Bertolini 04 - Stephen D. Chubb 05 - Deborah T. Kochevar 06 - Martin W. MacKay 07 - George E. Massaro 08 - George M. Milne, Jr. 09 - C. Richard Reese 10 - Richard F. Wallman 11 - Virginia M. Wilson For Against Abstain For Against Abstain 2. Say on Pay - An advisory vote to approve our executive compensation. 3. Proposal to Amend the 2018 Incentive Plan 4. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 26, 2020 Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 0382JC B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4. Annual Meeting Proxy Card

 

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 251 Ballardvale Street Wilmington, MA 01887 (781) 222-6000 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS — MAY 6, 2020 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF CHARLES RIVER LABORATORIES INTERNATIONAL, INC. The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement in connection with the Annual Meeting of Shareholders to be held at 8:00 a.m. on Wednesday, May 6, 2020 at 251 Ballardvale Street, Wilmington, MA 01887 and hereby appoints James C. Foster, David P. Johst, David R. Smith, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the Common Stock of Charles River Laboratories International, Inc. registered in the name provided herein which the undersigned is entitled to vote at the 2020 Annual Meeting of Shareholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in said Proxy. This Proxy may be revoked by the person giving it any time before its use by delivering to us a written notice of revocation or a duly executed proxy bearing a later date. Any shareholder who has executed a Proxy but is present at the Annual Meeting, and who wishes to vote in person, may do so by revoking his or her Proxy as described in the preceding sentence. This Proxy when executed will be voted in the manner directed herein. If no direction is made this Proxy will be voted FOR all director nominees and FOR Proposals 2, 3 and 4. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments thereof. CONTINUED AND TO BE SIGNED ON REVERSE SIDE Proxy — CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

 

 

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - James C. Foster 02 - Nancy C. Andrews 03 - Robert J. Bertolini 04 - Stephen D. Chubb 05 - Deborah T. Kochevar 06 - Martin W. MacKay 07 - George E. Massaro 08 - George M. Milne, Jr. 09 - C. Richard Reese 10 - Richard F. Wallman 11 - Virginia M. Wilson For Against Abstain For Against Abstain 2. Say on Pay - An advisory vote to approve our executive compensation. 3. Proposal to Amend the 2018 Incentive Plan 4. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 26, 2020 Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 0382IC B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4. Annual Meeting Proxy Card

 

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 251 Ballardvale Street Wilmington, MA 01887 (781) 222-6000 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS — MAY 6, 2020 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF CHARLES RIVER LABORATORIES INTERNATIONAL, INC. The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement in connection with the Annual Meeting of Shareholders to be held at 8:00 a.m. on Wednesday, May 6, 2020 at 251 Ballardvale Street, Wilmington, MA 01887 and hereby appoints James C. Foster, David P. Johst, David R. Smith, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the Common Stock of Charles River Laboratories International, Inc. registered in the name provided herein which the undersigned is entitled to vote at the 2020 Annual Meeting of Shareholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in said Proxy. This Proxy may be revoked by the person giving it any time before its use by delivering to us a written notice of revocation or a duly executed proxy bearing a later date. Any shareholder who has executed a Proxy but is present at the Annual Meeting, and who wishes to vote in person, may do so by revoking his or her Proxy as described in the preceding sentence. This Proxy when executed will be voted in the manner directed herein. If no direction is made this Proxy will be voted FOR all director nominees and FOR Proposals 2, 3 and 4. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments thereof. CONTINUED AND TO BE SIGNED ON REVERSE SIDE Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. + C Non-Voting Items Proxy — CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

 



QuickLinks

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to Be Held on May 6, 2020
PROXY SUMMARY
GENERAL INFORMATION
PROPOSAL ONE— ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
2019 Director Compensation
BENEFICIAL OWNERSHIP OF SECURITIES
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
PROPOSAL TWO—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
PROPOSAL THREE—APPROVAL OF AMENDMENT TO THE 2018 INCENTIVE PLAN
2018 Incentive Plan
COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF COMPENSATION COMMITTEE
EXECUTIVE COMPENSATION AND RELATED INFORMATION 2019 Summary Compensation Table
2019 Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal 2019 Year-End
2019 Option Exercises and Stock Vested
2019 Pension Benefits
2019 Nonqualified Deferred Compensation
Potential Payments upon Termination or Change in Control
REPORT OF THE AUDIT COMMITTEE
PROPOSAL FOUR— RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OTHER MATTERS
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS(1) (dollars in thousands, except for per share data)
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. AMENDED AND RESTATED 2018 INCENTIVE PLAN Originally adopted by the Board of Directors On March 20, 2018 Approved at Annual Meeting of Shareholders On May 8, 2018 Amended by the Board of Directors On March 14, 2020 Amendment and Restatement Approved at Annual Meeting of Shareholders On [May 6], 2020
French Schedule