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Charles River Laboratories International, Inc. – ‘DEF 14A’ for 5/6/21

On:  Friday, 3/26/21, at 12:39pm ET   ·   For:  5/6/21   ·   Accession #:  1047469-21-744   ·   File #:  1-15943

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/21  Charles River Labs Int’l, Inc.    DEF 14A     5/06/21    1:2.5M                                   Merrill Corp./New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    933K 

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.                        )

March 26, 2021

Dear Shareholder,

        You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Charles River Laboratories International, Inc. to be held at 8:00 a.m. on Thursday, May 6, 2021, 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 and ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021. Our Board of Directors recommends the approval of the proposals to elect the eleven directors, to approve the advisory vote on our executive compensation 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,
		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, 2021.

        This Proxy Statement and our Annual Report to Shareholders are available at www.criver.com/annual2021.

        In addition, our Annual Report on Form 10-K for fiscal year 2020 can be found on the same website.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held on May 6, 2021

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 Thursday, May 6, 2021, at 251 Ballardvale Street, Wilmington, MA 01887 at 8:00 a.m., for the following purposes:

1.

To elect the eleven (11) persons named in this Proxy Statement to our Board of Directors to hold office until the next Annual Meeting of Shareholders.



2.

To approve an advisory vote on our executive compensation.



3.

To consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2021.



4.

To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

        The Board of Directors has fixed the close of business on March 15, 2021 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
		Matthew L. Daniel Corporate Secretary

March 26, 2021

        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:    Although we are hosting an in-person annual meeting, due to the public health impact of the COVID-19 pandemic and applicable government restrictions limiting the number of people who may gather together, and to support the health and well-being of our stockholders, employees and communities, attendees will be expected to comply with important health and safety protocols as recommended by the Centers for Disease Control and Prevention, including: wearing an appropriate face covering at all times while on the meeting premises, hand washing and/or applying hand sanitizer upon arrival and practicing social distancing by maintaining at least a six-feet distance from other attendees.

        You should not attend if you feel unwell or if you have been exposed to COVID-19. Any person in attendance who exhibits cold or flu-like symptoms or who has been exposed to COVID-19 may be asked to leave the premises for the protection of the other attendees. We reserve the right to take any additional precautionary measures deemed appropriate in relation to the meeting and access to meeting premises, and may ask attendees to leave the meeting if they are not following our procedures.

        We are also 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/annual2021.

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

Voting Matters and Vote Recommendations

        There are three items of business which we currently expect to be considered at our 2021 Annual Meeting. The following table lists those items of business and our Board's vote recommendation.

Director Nominees

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

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.

2

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.

        Charles River shareholders provided strong majority support for our named executives' compensation at our 2020 Annual Meeting of Shareholders (88% of shares voted in support of this matter). We attribute this level of support to our performance in 2019 and several long-standing characteristics of our executive compensation program that we believe enhance the performance of the program:

        In addition, we had a very strong fiscal year in 2020 with a 63.6% increase in total shareholder return in fiscal year 2020, a 42.0% increase in GAAP diluted earnings per share from continuing operations and a 20.8% increase in non-GAAP diluted earnings per share from continuing operations.

3

Please see Appendix A to this Proxy Statement for a reconciliation of our non-GAAP EPS to our GAAP EPS for 2020.

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

Ratification of Auditors

        We are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2021. Set forth below is a summary of PricewaterhouseCoopers' fees for services for fiscal years 2020 and 2019.

        Detail regarding these fees can be found on page 84 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, 2021

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 Thursday, May 6, 2021, 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 26, 2020 are being mailed to shareholders on or about March 26, 2021. Copies of these documents may also be obtained free of charge through our website at www.criver.com/annual2021.

        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, and the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021.

        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) or the advisory vote on executive compensation (Proposal 2), but may cast discretionary votes in the ratification of the independent registered public accounting firm (Proposal 3). 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 15, 2021 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 15, 2021, we had 50,210,103 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 legal proxy from your broker, bank or nominee giving you the right to vote these shares at the Meeting, since your broker, bank or a nominee is the record holder). 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, 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 and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2021.

        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.

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, subject to the Bylaws. 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, Dr. Deborah T. Kochevar, Mr. George Llado, Sr., 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 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
James C. Foster (he/him/his)		70		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.
​	​	​	​	​

8

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
Nancy C. Andrews, M.D., Ph.D (she/her/hers)		62		Professor of Pediatrics and Professor of Pharmacology & Cancer Biology at Duke University since 2007 (and the Nanaline H. Duke endowed chair from 2013 to 2020). 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 an elected member of both the National Academy of Medicine and the National Academy of Sciences and currently serves on the Council of the National Academy of Sciences. 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 boards of directors of Novartis International AG and Maze Therapeutics. 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.
​	​	​	​	​

9

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
Robert Bertolini (he/him/his)		59		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. 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. He served as a director of Indorsia, Ltd., a Swiss public company, until May 2020. 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.
​	​	​	​	​

10

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
Deborah T. Kochevar, D.V.M., Ph.D. (she/her/hers)		64		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. In October 2020, she became Project Director for the USAID-funded Strategies to Prevent Spillover (STOP Spillover) global One Health project aimed at enhancing understanding of complex drivers of zoonotic disease caused by viral spillover. 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.
​	​	​	​	​

11

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
George Llado, Sr. (he/him/his)		55		Senior Vice President and Chief Information Officer (CIO) of Alexion Pharmaceuticals, Inc. since 2015. As an industry veteran with over 30 years of pharmaceutical business and technology and cyber-security experience, Mr. Llado and his global team at Alexion develop and implement innovative technology and enable data-driven insights across Alexion's R&D, Commercial, Manufacturing Operations and Supply Chain functions. Prior to joining Alexion, Mr. Llado served as Vice President and business line CIO for Merck and Co., where he led the planning and development of IT solutions for the company's Manufacturing Division. Before that, he was Merck's Vice President, IT and business line CIO for the Global Commercial Organization and various corporate G&A functions. He led the large-scale merger integration of Merck and Schering-Plough across the IT and Shared Business Services organizations. He also held several other positions of increasing responsibility at Merck, and previously worked at Citibank, N.A. Mr. Llado serves on the National Center for Women & Information Technology (NCWIT) Board, where he participates on the board's Development Committee and has sponsored key programs such as "Counselors for Computing" that have advanced the organization's membership. He also serves on the Temple Fox Business School IT Advisory Board. Mr. Llado has been a director since October 2020. Mr. Llado was selected to the Board in recognition of his extensive experience as a senior executive at global companies in the pharmaceutical industry, as well as his technology and cyber-security expertise.
​	​	​	​	​
Martin W. Mackay, Ph.D. (he/him/his)		65		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.
​	​	​	​	​

12

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
George E. Massaro (he/him/his)		73		Former Director and Vice Chairman of Huron Consulting Group, Inc., a management consulting company from 2010 to 2020. 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. (he/him/his)		77		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.
​	​	​	​	​

13

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
C. Richard Reese (he/him/his)		75		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 (he/him/his)		69		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., SmileDirectClub, Inc. and Extended Stay America, Inc., and in the past five years has served as a member of the boards of Convergys Corporation, Boart Longyear Limited, and Wright Medical Group, Inc. Extended Stay America announced in March 2021 that it has agreed to be acquired by certain investors, 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.
​	​	​	​	​

14

Name and Age as of the 2021 Annual Meeting				Position, Principal Occupation, Business Experience and Directorships
Virginia M. Wilson (she/her/hers)		66		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 former member of the board of directors 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.
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Nominee Qualifications and Attributes

        Our director nominees' primary skills, qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director's skills or contributions to the Board.

Tenure and Age Distribution

        In addition to the skills, qualifications and attributes noted above, we believe the composition of our director nominees ensures will ensure a balance of deep knowledge of the Company along with fresh perspectives.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Board Leadership Structure and the Role of the Board of Directors in Risk Oversight

        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 eleven independent directors (which will be ten at the Annual Meeting as one of our directors, Stephen D. Chubb, is retiring after many years of service to the Company). One of our independent 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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establish, with the Chairman of the Board, the schedule and agendas for Board and committee meetings, including approving meeting agendas and assuring there is sufficient time for discussion of all agenda items;



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develop agendas for, and preside over, executive sessions of the Board's independent directors;



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assist the Board and the Corporate Governance and Nominating Committee in monitoring and implementing our Corporate Governance Guidelines;



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serve as the principal liaison between the Chairman and the independent directors;



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interview all director candidates and make recommendations to the Corporate Governance and Nominating Committee;



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be available, when appropriate, for consultation and direct communication with shareholders;



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retain outside advisors and consultants who report directly to the Board of Directors on Board level issues; and



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on an annual basis, in consultation with the independent directors, review his responsibility and authority and recommend for approval any modifications or changes to the Board.

        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

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management (ERM) program, subsequently taking steps to further formalize and enhance the ERM program, the effect of which is 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 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. The chair of the relevant committee reports on key risks 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.

Audit Committee and Financial Experts

        The Audit Committee met four times in 2020. During 2020, the members of the Audit Committee included Messrs. Bertolini, Chubb, Massaro (Chair) and 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 SEC rules and NYSE standards for financial literacy and expertise. 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

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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.

Compensation Committee

        The Compensation Committee met five times during 2020 and was composed of the following members: Dr. Kochevar and Messrs. Reese (Chair), Wallman and, beginning October 16, 2020, Llado. 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 Ms. Victoria Creamer (she/her/hers), Corporate Executive Vice President and Chief People 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 an independent 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 its independent compensation consultant to advise the Compensation Committee on matters related to 2020 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, regularly attending Compensation Committee meetings 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. With respect to fiscal year 2020 compensation determinations, Pay Governance specifically assisted in the following: (1) evaluating and recommending adjustments to our peer groups; (2) benchmarking and analyzing executive

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compensation levels and recommending pay strategies (but not necessarily specific pay levels) for 2020, including providing executive compensation insights and market trends related to the impact of COVID-19; (3) performing initial and ongoing calculations related to the Performance Share Unit grants to our corporate officers, including tracking and reviewing calculations of Total Shareholder Return relative to peers; (4) assisting with the calculations of compensation information to be included in our Proxy Statement, including the calculations and analysis related to the valuation of our PSUs and the tables in the section of this Proxy Statement entitled "Potential Payments upon Termination or Change in Control"; (5) providing analyses related to the Company's long-term incentive structure; and (6) providing advice with respect to the Committee's analysis of director compensation, including competitive market data. For more information on the input Pay Governance provided to our fiscal year 2020 compensation determinations, please see "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process" on pages 49-50 of this Proxy Statement.

        Except as described above, in 2020 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.

        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. 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.

Corporate Governance and Nominating Committee

        The Corporate Governance and Nominating Committee met three times during 2020. The members of the committee included Drs. Kochevar (Chair), Mackay and Milne and Ms. Wilson. Dr. Andrews and Mr. Llado joined the Corporate Governance and Nominating Committee on February 28, 2020 and October 16, 2020, respectively. 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

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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 areas of focus 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. Mr. Llado came to the attention of the Corporate Governance and Nominating Committee through one of our current non-employee Board members. 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 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.

Strategic Planning and Capital Allocation Committee

        The Strategic Planning and Capital Allocation Committee met three times during 2020 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

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and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

Science and Technology Committee

        The Science and Technology Committee met two times during 2020 and was composed of the following members: Drs. Kochevar, Mackay (Chair) and Milne, Mr. Chubb and, beginning February 28, 2020, Dr. Andrews. 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.

Finance Committee

        The Finance Committee met one time in 2020 and was composed of the following members: Dr. Milne and Mr. Wallman (Chair). The Finance Committee regularly engages with, advises and directs management on matters within the scope of its responsibilities. 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.

Executive Committee

        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 2020, the Executive Committee, which consists of Messrs. Bertolini, Foster (Chair), Massaro and Reese and Dr. Milne, was not required to meet.

Board Nomination Process

        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, gender, race/ethnicity, area of expertise, skills, educational background, nationality, industry, geography, and age 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.

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        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 2022 Annual Meeting".

Meeting Attendance

        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 2020 Annual Meeting of Shareholders. During 2020, there were five 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 2020.

Other Board Service

        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.

Contacting the Board of Directors

        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.

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2020 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 26, 2020. 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 62-63 of this Proxy Statement.

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        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 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.

        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 2020, equity grants were issued half in restricted stock or RSUs and half in the form of stock options (utilizing Black-Scholes pricing models).

        Under our shareholder-approved Amended and Restated 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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Director Stock Ownership Requirement

        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, we require that each director 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.

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

        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, we strive to promote and support business practices that are environmentally sustainable, socially conscious and aligned with strong corporate governance practices.

Environmental Sustainability

        Our dedication to Environmental, Health, Safety, and Sustainability (EHS&S) is an integral part of our commitment to improve lives as good corporate citizens. Our vision is to embed working safely and sustainably into everything we do and every decision we make. This vision is reflected in our recently issued Global Policy on Safety & Sustainability, which also emphasizes our commitment to compliance with applicable EHS&S regulations globally. In 2019, we developed our EHS&S Path Forward Strategic Plan to provide a roadmap for improving our EHS&S programs and performance and help us advance our vision of working safely and sustainably to achieve world-class EHS&S performance. The EHS&S Path Forward Strategic Plan consists of eight strategic priorities, as well as two cornerstones so that Charles River can embrace this overarching vision. The two cornerstones of our plan are (1) integrating our EHS&S strategy into our broader business strategy and (2) integrating the vision of working safely and sustainably into our culture. EHS&S programs and initiatives are tied to our EHS&S Path Forward Strategic Plan with the aim of moving toward world-class EHS&S performance.

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        Governance.    We understand that EHS&S must be actively reviewed, managed, and integrated into our businesses so that we may move towards achieving world-class EHS&S performance. The mission of the Global EHS&S Group is to provide leadership, guidance, technical expertise, and oversight while facilitating the integration of EHS&S into our business processes by aligning EHS&S initiatives to business goals and continually monitoring and evaluating our EHS&S performance.

        Team EHS&S.    We utilize a collaborative management approach where the Global EHS&S Group solicits feedback and suggestions from our site based EHS&S leaders. In order to promote this collaborative management approach, we have developed several forums to promote communications and feedback loops, and to share tools, resources, and best practices to help our Team EHS&S advance our EHS&S efforts and grow and advance in their careers.

        Responsible Supply Chain Management.    Our internal organization and EHS&S performance are closely linked to our supply chain. We are dedicated to sustainable and responsible supply chain management, as well as supplier diversity. We consider our suppliers, contractors, consultants, and agents as a part of the Charles River team and we rely on them to help us accomplish both our business and EHS&S objectives.

        Leverage Technology.    We believe that optimizing processes and leveraging technology is a key component to operating more efficiently. We currently use the resource tracking software to manage our energy and greenhouse gas (GHG) emissions data and are working to obtaining more robust site waste and water data via this tool to help determine our environmental footprint. We are in the process of implementing an EHS&S Management Information System software solution that will allow us to more efficiently manage our Incidents, Permits and Licenses, Audits and Inspections, and Occupational Health.

        Metrics.    We focus on select key performance indicators (KPIs) to track, measure, and manage our progress toward our vision of working safely and sustainably, to achieve world-class EHS&S performance. As part of integrating working safely and sustainably into how we do business, EHS&S performance is included in our quarterly business reviews. We are also driving performance

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improvement through leading indicators such as sustainable design and implementation of our EHS&S Management System.

        Performance Assurance.    Charles River has two focus areas for EHS&S performance assurance: (1) developing a global framework for managing EHS&S consistently that includes Global EHS&S Business Guidelines and (2) developing an EHS&S assessment program that assesses our facilities' EHS&S programs against this framework and applicable regulatory standards. Our new EHS&S Guidelines are in the process of being developed by a team of 23 site based EHS&S professionals. The cornerstone of the EHS&S Guidelines is our internal Charles River EHS&S Management System, which emphasize both management and employee engagement in and ownership of the EHS&S program.

        Communications.    Communication is key to developing culture and interacting with our internal and external stakeholders. Starting in 2019, Charles River has featured EHS&S success stories and discussed our EHS&S Path Forward Strategic Plan with our employees through Town Hall Meetings, the iConnect Company intranet site, Company newsletter, and semi-annual Team EHS&S Newsletter. We will continue to update our external stakeholders on our EHS&S efforts through our Corporate Citizenship Reports, as well as periodic updates on the Charles River Corporate Citizenship section of our corporate website. The information on our website, including the reports, are not incorporated by reference.

        Sustainable Design.    We believe that designing something "right the first time" is crucial. We are working to include the concepts of Sustainable Design—energy efficiency, water conservation, waste minimization, inherent safety, and well buildings—into our capital project design and review process. Further, effective January 1, 2020, Charles River established a $5 million per year Sustainability Capital Fund to fund sustainable capital projects including new construction, facility retrofits, and the procurement of more sustainable equipment including HVAC and Boilers. This Fund is intended to support sustainability capital projects annually from now through year-end 2030.

        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 a review 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 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.

Human Capital Management

        Our people are at the heart of who we are and the driving force in our collective purpose to create healthier lives. And, it is our culture at Charles River that differentiates us. We work to create an environment that will give each employee the ability to deliver on business commitments, while having purpose, being energized and continuously learning, and focusing on quality outcomes. We intend for this environment to be built on trust, inclusion, accountability, respect, and well-being. In order to continue to grow and support this culture, we focus on providing employees with:

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clear purpose, values, beliefs, and behaviors that are role-modeled by leaders and illustrated with examples of how we live these values with one another and in our communities;



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great co-workers, joining us through a contemporary approach to attract, recruit, and onboard new talent;

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opportunities and programs that build skills and experience, supporting an agile and competitive workforce through continuous learning;



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competitive programs that support and reward performance and well-being; and



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tools and approaches that provide a more engaging employee journey.

        Our people priorities are grounded in our values and focused on providing employees a rewarding experience from day one at Charles River. We seek to engage, hire, and retain top talent by developing, appreciating, and empowering our people. We offer training and development opportunities to our employees so they can build a successful career with us and grow with our business. We value diversity in our people and strive to support work-life integration and competitive compensation and benefits. Most importantly, the safety and well-being of our people is our number one priority. Ultimately, our people priorities and actions will result in better equipping our people with more ways to connect their work to our purpose and encourage a sense of belonging.

        Charles River cultivates an environment that makes work-life integration a priority. We are building out a global wellness strategy that promotes a unified vision on health and wellness, including a focus on emotional/mental health as a critical component of well-being. For example, in 2020, Charles River issued a multi-part "Balance Series" for our employees with videos and content focused around five pillars of well-being—physical, emotional, community, financial, and social—to demonstrate the importance of self-care and our commitment to balance and well-being in the workplace. In 2019, 2,611 employees (representing approximately 15% of our global workforce at the end of 2019) participated in our Company's Global Challenge wellness program, taking part in a 100-day, friendly step-competition alongside their colleagues.

COVID-19

        2020 was a unique and unprecedented year for the world and for the Company due to the impact of the COVID-19 pandemic. Our primary focus was to maintain the health and safety of our employees while ensuring business continuity of our operations and to meet the needs of our clients, which required increased support and collaboration across all business segments and functions. In response to the changing business dynamics, particularly during the first half of 2020, we implemented a number of measures that focused on maintaining the health and safety of our employees and the continuity of our operations; ensuring our ability to support our clients' research programs; and sustaining our financial position. These measures included:

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Establishing a global crisis management team, which includes a team of internal and external experts who have been closely monitoring COVID-19 and its impact on employee safety and our business operations.



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Implementing comprehensive business continuity for each site globally, and continuously updating them to address the evolving COVID-19 situation. Our business continuity plans enabled the Company to provide products and services to clients from their local or preferred site, or if needed, utilize an alternate location when possible. Procurement has played a pivotal role in business continuity, as we proactively engaged with our suppliers to limit the potential disruption to our supply chain.



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Prioritizing health and safety of our employees by providing ongoing support, flexibility to work from home when possible, and establishing enhanced safety protocols for those essential employees required to work from our sites. We ensured that our safety protocols adhered to the guidance from government, health, and other regulatory agencies.



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Establishing a dedicated page on our corporate website, as well as an internal resource for our employees, to provide timely and important information to internal stakeholders and to clients.

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Providing additional paid time off for all employees for COVID-related situations, aligning with local requirements at a minimum.



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Enhancing our well-being offerings for employees.

        While, as a precautionary measure, we implemented temporary cost reduction initiatives during 2020 to reduce compensation expense and discretionary spending, the short duration of these initiatives did not result in a material impact to our employee compensation expense. These initiatives were primarily aimed at preservation of jobs and ensuring our ability to continue to support our clients' research programs, and included a three month delay in compensation merit increases and a three month suspension of our US 401(k) contribution match. As a result of these initiatives, we successfully avoided any significant COVID-related workforce reductions and furloughs.

Diversity, Equality & Inclusion

        We are also committed to cultivating a welcoming and inclusive environment. Operating in over 100 facilities and in over 20 countries worldwide, we believe in treating our employees and prospective talent with dignity, decency, and respect. We recognize that employee diversity contributes to a more innovative workforce and see diversity and inclusivity as a strength for our business. Our commitment to equality spans across all employment-related decisions, from hiring and promotions, to transfers and compensation and career development programs. Our goal is to continue to build a talented workforce reflective of the global communities in which we live and work, and for our people to feel that they are valued members of our Company.

        Charles River stands against racism, inequality, discrimination, and harassment of any kind. It is our innate responsibility to actively support each other through listening, empathy, respect, and compassion. Our affirmative action and equal employment opportunity (EEO) policy, commitment to equality, and hiring and retention practices support our diversity, equality, and inclusion objectives on a company-wide scale.

        Our Company is committed to equality through our diversity strategy, which is comprised of five pillars:

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Increase Representation



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Build Awareness and Understanding



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Strengthen Belonging



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Commitment to Community



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Ensure Equity

Our goals across these five pillars are global, and we aim to sufficiently communicate these messages both internally and externally, and to engage regularly with organizations that serve underrepresented populations. Furthermore, a designated Human Resources (HR) Compliance Specialist within the global HR team monitors the implementation of our U.S. Affirmative Action Program. The program outlines specific steps we take to enact affirmative action, as well as messages around EEO, and as part of our internal job postings.

        We believe that we have taken positive steps to promote a sense of belonging for our employees in the workplace by building a Diversity, Equality & Inclusion team and council; expanding diverse representation at our Board level; centralizing diversity and inclusion resources for our employees; facilitating senior leadership training on cultural differences, anti-harassment and anti-discrimination, unconscious bias, and micro-inequities; and rolling out a Diverse Interview Panel initiative. We look forward to continuing to make additional progress, including expanding education, allyship, and

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integrating diversity and inclusion into our client, supplier, and business strategies. We are also looking forward to leveraging better practices as a new member of the CEO Action for Diversity & Inclusion.

        As of December 26, 2020, women made up approximately 59% of our global workforce, 58% of our U.S. workforce and 33% of our global leadership positions, defined as positions carrying the title of Vice President or higher. From our U.S. workforce, 25% self-identified as racial and ethnic minorities.

Community Involvement

        We promote health and well-being in our communities through our volunteer time off (VTO) programs and in disease education and awareness. Additionally, we strive to facilitate an inclusive and quality education for our future generations of scientists. We have plans to build digital resources in science, technology, engineering, and math (STEM) education and further partner with local schools to connect today's youth to career possibilities in STEM. We look forward to working on new initiatives to enhance our STEM education progress, such as virtual science fairs and STEM education mentoring.

        Our annual events and key signature programs invite our people to be the difference within our communities of business. These programs are coordinated through the Community Involvement Global Team and in partnership with a network of more than 100 Community Ambassadors, who plan site and community outreach events and who have local budgets to support these initiatives. Charles River more than doubled its philanthropic giving in 2020 compared to the prior year, with a hyperlocal focus on supporting the communities where we live and work. In direct response to the COVID-19 pandemic, we donated $2 million to more than 300 local community organizations worldwide. This giving includes company matches to our employee charitable match program, by which an employee can apply for Charles River to match his/her qualifying donation 1:1, up to $500 per calendar year.

        We host a Global Day of Service and a One Day volunteer program to provide our employees with opportunities to engage in our communities on a local and global scale. In 2020, we expanded our volunteer time off (VTO) programs to include "Acts of Caregiving," enabling our people to utilize their VTO to address the caregiving needs of another, such as supporting their children in remote or hybrid learning education models, or shopping for groceries and providing care for a neighbor in need. In 2020, employees contributed more than 9,500 hours of service through our VTO programs, including the expanded "Acts of Caregiving."

        We recognize that extraordinary times call for an extraordinary response. In the wake of the COVID-19 global health pandemic, we donated within our local communities of business through our Global Giving initiative. The donation, from more than 80 of our sites in 17 countries, supported over 300 organizations dedicated to food insecurity (food banks and pantries), equality (focus on racial equality, LGBTQ+ rights, or support to individuals with disabilities), first responders (EMTs and hospitals), and more (STEM education, youth and family services, homeless shelters, hospice, mental health, and elder care).

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. Chubb, who is a current director but is not a director nominee, was independent during the current 2020-2021 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

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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.

Code of Business Conduct and Ethics

        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 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 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.

Director Qualification Standards; Director Independence

        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

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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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for each of our non-employee directors, the annual amount of sales to and/or purchases from any organization of which he or she serves as an executive officer; and



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for Dr. Kochevar, the annual amount of sales (net of any charitable contributions made by us) to and/or purchases from the academic institution of which she served as Provost and Senior Vice President ad interim. In 2020, this included approximately $51,000 in payments the Company made to Tufts University pursuant to a longstanding royalty arrangement established in 1996 that predates Dr. Kochevar's relationship with either Tufts or the Company, and approximately $188,000 in arms-length sales from the Company to Tufts University in the following general categories: research models (approximately $145,000), research model services ($36,000), and other services ($7,000).

        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.

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BENEFICIAL OWNERSHIP OF SECURITIES

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DELINQUENT SECTION 16(a) REPORTS

        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 26, 2020, our officers, directors, and such beneficial owners complied with all applicable Section 16(a) filing requirements, with the exception of one Form 4 for Mr. Foster relating to one exempt transaction (the exercise of a stock option award) that was filed late due to an inadvertent administrative error.

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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 2020 compensation of our named executives as disclosed in this Proxy Statement. Following the vote on this proposal, the next say-on-pay vote will occur in connection with the Company's 2023 annual meeting.

        For the past decade, demand from our large pharmaceutical and biotechnical clients for our outsourced services has steadily improved as has demand for products and services to support their manufacturing activities. We have taken many important steps to position the Company to meet this increased demand and to maintain responsiveness to clients' needs:

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in our Discovery and Safety Assessment segment, we enhanced our Safety Assessment capacity by opening small amounts of new capacity at existing facilities, including reopening our Charles River Massachusetts facility in the first quarter of 2016, and expanding our global footprint and reinforcing our scientific leadership through the acquisitions of WIL Research in April 2016, MPI Research in April 2018 and Citoxlab in April 2019. In recent years, we have acquired several Discovery Services businesses (Agilux, Brains On-Line, KWS BioTest, Distributed Bio) and entered into several scientific partnerships (e.g., Bit Bio, Fios Genomics, Deciphex, Cypre and Kibur) to enhance our early-stage drug research capabilities and enable us to work with clients at the earliest stages of the discovery process;



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in our Manufacturing Support segment:



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we acquired Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016; and



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we continued to invest in our Microbial Solutions and Biologics Testing Solutions businesses, including the expansion into a new Biologics facility in Pennsylvania to accommodate robust client demand, and most recently announced our intention to acquire Cognate Bioservices, a cell and gene therapy contract development and manufacturing organization; and



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in our Research Models and Services segment we opened a new research models facility in China in late 2017 to accommodate increased demand; we were awarded a five-year, $95.7 million Insourcing Solutions contract from the National Institute of Allergy and Infectious Diseases (NIAID), which commenced in September 2018; opened a new Insourcing Solutions site in South San Francisco, California in 2019; and, most recently, in 2020 we acquired HemaCare and Cellero.

        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 2020 included the following:

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We continued our focus on operating efficiencies through further optimizing our infrastructure, utilizing automation to reduce manual processes, and generating greater savings from our procurement activities.



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We continued to invest in our people, capacity, and systems to accommodate robust client demand in 2020. From strategic hiring and employee engagement initiatives, to the expansion of our capacity and scientific capabilities, we have made essential investments that we believe will enable us to forge stronger relationships with our clients.



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We have continued to refine the new operating model we adopted initially in 2018 that expedites our decision-making processes by more closely aligning critical support functions with the operations they support.

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        We believe these actions contributed significantly to our strong financial performance in fiscal year 2020, in which we achieved:

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an 11.5% increase in revenue;



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cash flow relating to operating activities of $546.6 million; and



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a 42.0% increase in GAAP diluted earnings per share from continuing operations and a 20.8% increase in non-GAAP diluted earnings per share from continuing operations.

        Our strong 2020 financial results were achieved even though the Company, similar to many organizations, faced difficult business challenges throughout the year as a result of the pandemic. As discussed in detail in the section of our Annual Report on Form 10-K entitled "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation", the impact of the pandemic put pressure on a myriad of elements of our operations, including business continuity, supply chain, demand for our products and services, and also impacted how we approached our liquidity, capital and financial resources.

        The global economy faced unprecedented challenges in 2020 due to the COVID-19 pandemic, as did our Company, but we believe the resilience of our business model has enabled us to weather these challenges extremely well. This resilience was the result of comprehensive business continuity plans that enabled us to keep our operating sites open and adequately staffed; the global scale, broad scientific capabilities, and flexible outsourcing solutions that we are able to offer clients; and the commitment of our global employees. While several of our businesses experienced a significant, short-term decline in demand associated with COVID-19-related disruptions at our clients' sites, primarily in the RMS reportable segment and principally in the second quarter of 2020, we also benefited from persistent client demand across many of our businesses, including in our DSA reportable segment, driven by robust biotech funding and continued innovation that is generating scientific breakthroughs across multiple therapeutic areas, including for COVID-19 therapeutics.

        Many of our pharmaceutical and biotechnology clients intensified their use of strategic outsourcing during 2020 to overcome challenges at their own sites and move their early-stage research programs forward during the pandemic. Small and mid-size biotechnology clients continued to be the primary driver of revenue growth as these clients benefited from record biotechnology funding levels in fiscal year 2020, from capital markets, partnering with large biopharmaceutical companies, and investment by venture capital, as the COVID-19 pandemic enhanced the global focus on scientific innovation and emphasized greater investment in their preclinical pipelines. 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 CROs, like us, and biotechnology companies to assist them in bringing new drugs to market. Clients continue to seek to outsource larger portions of their early-stage drug research programs to us, which is leading to new business opportunities as clients adopt more flexible and efficient research and development models. For a detailed discussion of our 2020 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 "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 17, 2021.

        During the course of the year, the Company worked closely with the Compensation Committee to keep them apprised of changes in the business dynamics during the pandemic. Following the review and approval of the Compensation Committee, the following COVID-related actions were taken with respect to the Compensation Program (which are discussed in more detail further below in the Compensation Discussion and Analysis (CD&A)):

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In July 2020, the Company re-assessed and re-established performance criteria for the Company's Annual Cash Incentive Awards (EICP Plan) to take into consideration the ongoing

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and expected impact of COVID-19 and to align leadership with the broader employee experience by ensuring consistency in philosophy and implementation at all levels;

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The Company factored the actual and anticipated impact of the COVID-19 pandemic into its non-GAAP EPS target for the 2020 Long-Term Incentive performance share units (PSUs), before the PSUs targets were established in May 2020, by aligning its non-GAAP EPS metric to the upper end of the range of non-GAAP EPS guidance provided in the Company's earnings release at the end of the first quarter of 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 2020 as described in the CD&A beginning on page 41 of this Proxy Statement, as well as the Summary Compensation Table and other related compensation tables and narratives found on pages 62-78 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 strong majority support for our named executives' compensation at our 2020 annual meeting of shareholders (88% of shares voted in support of this matter). We attribute this level of support to our performance in 2019 and several long-standing characteristics of our executive compensation program that we believe enhance the performance orientation of the program:

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Base Salaries:  We have kept base salary increases modest. While year-to-year there are individual adjustments (ranging from 3% to 5%) that may be below or above the average, in general annualized merit increases for our executives (excluding promotional increases) are consistent with the average annualized merit increases allotted to our North American workforce.



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Annual Cash Incentive Awards:  Our Compensation Program includes an annual cash bonus element that 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.



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Long-Term Equity Incentive Awards, including Performance Share Units:  Our officers receive three types of equity awards:



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Performance Share Units (PSUs), which vest on a "cliff basis" after three years, if service and performance requirements are met and which are paid out in shares based upon two separate performance metrics: (1) first fiscal year non-GAAP earnings per share (EPS) and (2) three-year relative Total Shareholder Return (rTSR), as further described on pages 55-57 of this Proxy Statement in the discussion related to Long-Term Equity Incentive Awards. PSUs are intended to comprise approximately 60% of the intended value of long-term equity incentive awards provided to executive officers in any fiscal year.



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Time-based stock options, which vest over four years. Stock options have historically been intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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Time-based restricted stock/RSUs, which vest over four years (except in limited circumstances when special awards are granted). Restricted stock/RSUs are intended to

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comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.

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No 280G Excise Tax Gross-Ups.  For the limited number of our executives with whom we have change-in-control agreements (which include each of our named executive officers), these agreements do not provide for any "gross-up" payment by the Company of any of the excise taxes imposed by Section 4999 of the Internal Revenue Code due to "golden parachute" payments.



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Clawback Policy.  Our Corporate Governance Guidelines include a recoupment (also known as a 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 incentive-based compensation paid to such executive officer or former executive officer and/or effect the cancellation of any unvested incentive compensation, subject to specified criteria.



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Inclusion of "double-trigger" vesting in our recent equity compensation plans.  Our 2016 and 2018 Incentive Plans include "double-trigger" vesting provisions that provide for accelerated vesting only upon both the occurrence of a change of control and a qualifying termination of employment within a reasonable period following the change in control.



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Perquisites:  We offer no significant perquisites or cash equivalents.



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Stock Ownership:  Beginning in 2020, the Company increased the stock ownership guidelines for the CEO from 4 times to 6 times base salary.

        We believe that all of these aspects of our Program are appropriate in light of, and consistent with, economic and market environments, our financial performance, the corporate actions taken, and executive compensation trends. Furthermore, our focus on near term financial and operational objectives properly align management's incentives with the interests of our shareholders.

        Notwithstanding the strong majority vote of approval for our executive compensation program in 2020, we have embraced the idea of continuing outreach with our shareholders, particularly for corporate governance and executive compensation issues. In the fall of 2020, we reached out to our largest 25 shareholders (which included, to the best of our knowledge, shareholders holding more than 50% 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 subset of these shareholders, with the remainder indicating that 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 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. While we did not host an Investor Day in 2020 due to the difficulties of coordinating such an event during the COVID-19 pandemic, throughout the year we continued to engage with shareholders in 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 beginning on page 41 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and how they

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are designed to achieve our compensation objectives. The CD&A includes 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 2020 financial performance and the actions we have taken during recent 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 17, 2021.

Advisory Vote and Board Recommendation

        We request shareholder approval of the 2020 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:

"RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the named executives, as disclosed in the Company's Proxy Statement for the 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table, and the other related tables and disclosure within the Executive Compensation section of this Proxy Statement."

        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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COMPENSATION DISCUSSION AND ANALYSIS

        The purpose of our compensation program is to motivate, recruit and retain the strongest possible management team, and 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 2020 are: James C. Foster (Chairman, President and Chief Executive Officer), David R. Smith (Corporate Executive Vice President and Chief Financial Officer), William D. Barbo (Corporate Executive Vice President and Chief Commercial Officer), Birgit Girshick (Corporate Executive Vice President, Discovery, Safety Assessment, Biologics and Avian), and Joseph W. LaPlume (Corporate Executive Vice President, Corporate Development & Strategy).

Executive Summary

        2020 was a unique and unprecedented year for the world and for the Company. Accordingly, we believe that it is important to evaluate the Compensation Program in the context of COVID-19 and the business environment in which we have been operating.

        Our primary focus in 2020 was to maintain the health and safety of our employees while ensuring business continuity, which required increased support and collaboration our people across all business segments and functions. The COVID-19 pandemic further underscored for us the importance of keeping our employees safe and healthy. In response to the pandemic, we took a number of critical actions to protect our workforce so they could more safely and effectively perform their work, in addition to being responsive to our clients and those who are involved with vaccine development. For example, during the COVID-19 pandemic, among other things, we:

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established a global crisis management team, comprised of internal and external experts to understand COVID-19 and its impact on employee safety and our business operation;



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provided additional paid time off for all employees for COVID-related situations, aligning at a minimum with local requirements, and enhanced our wellbeing offerings for employees; and



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implemented comprehensive business continuity plans for each site globally and ensured robust communications to employees and clients on COVID-19 and our response.

Additionally, as a precautionary measure, we implemented temporary cost reduction initiatives during 2020 to reduce compensation expense and discretionary spending; however, the short duration of these initiatives did not result in a material impact to our employee compensation expense. For more detail of our overall COVID-19 pandemic response, please see the section "Our Commitment to Environmental, Social and Governance Principles" on pages 26-33 of this Proxy Statement.

        The Company faced meaningful business challenges during the first half of 2020, particularly in our RMS segment as both academic and biopharmaceutical clients either temporarily shut down or reduced on-site activities at their research centers because of stay-at-home orders and other COVID-19 restrictions globally. However, due to the success of our business continuity plans and COVID-19-related initiatives, the efforts of our global employees, and the resilience of our business model, our operating sites remained open and adequately staffed throughout 2020 during the COVID-19 pandemic, in order to meet our clients' needs. As a result, clients continued to rely on Charles River to move their early-stage research programs forward due to the ease and flexibility of outsourcing projects to a large, integrated, early-stage contract research organization like Charles River, particularly when our clients' own sites were inaccessible earlier in

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the year. Despite challenges in the first half of the year, our ability to continue to partner with clients across our DSA and Manufacturing segments, and the subsequent rebound in RMS demand during the second half of the year, led to Charles River's solid financial performance for the year.

        We believe that the intended design of our 2020 Compensation Program is best understood by also evaluating it in the context of both the historical and current business environment in which we operate.

        For the past decade, demand from our large pharmaceutical and biotechnical clients for our outsourced services has steadily improved, as has demand for products and services to support their manufacturing activities. We have taken many important steps to position the Company to meet this increased demand and to maintain responsiveness to clients' needs:

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in our Discovery and Safety Assessment segment, we enhanced our Safety Assessment capacity by opening small amounts of new capacity at existing facilities including, reopening our Charles River Massachusetts facility in the first quarter of 2016, and expanding our global footprint and reinforcing our scientific leadership through the acquisitions of WIL Research in April 2016, MPI Research in April 2018 and Citoxlab in April 2019. In recent years, we have acquired several Discovery Services businesses (Agilux, Brains On-Line, KWS BioTest, Distributed Bio) and entered into several scientific partnerships (e.g., Bit Bio, Fios Genomics, Deciphex, Cypre and Kibur) to enhance our early-stage drug research capabilities and enable us to work with clients at the earliest stages of the discovery process;



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in our Manufacturing Support segment:



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we acquired Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016; and



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we continued to invest in our Microbial Solutions and Biologics Testing Solutions businesses, including the expansion into a new Biologics facility in Pennsylvania to accommodate robust client demand, and most recently announced our intention to acquire Cognate Bioservices, a cell and gene therapy contract development and manufacturing organization; and



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in our Research Models and Services segment we opened a new research models facility in China in late 2017 to accommodate increased demand; we were awarded a five-year, $95.7 million Insourcing Solutions contract from the National Institute of Allergy and Infectious Diseases (NIAID), which commenced in September 2018; opened a new Insourcing Solutions site in South San Francisco, California in 2019; and, most recently, in 2020 we acquired HemaCare and Cellero.

        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 2020 included the following:

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We continued our focus on operating efficiencies through further optimizing our infrastructure, utilizing automation to reduce manual processes, and generating greater savings from our procurement activities.



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We continued to invest in our people, capacity, and systems to accommodate robust client demand in 2020. From strategic hiring and employee engagement initiatives, to the expansion of our capacity and scientific capabilities, we have made essential investments that we believe will enable us to forge stronger relationships with our clients.



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We have continued to refine the new operating model we adopted initially in 2018 that expedites our decision-making processes by more closely aligning critical support functions with the operations they support.

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        We believe these actions contributed significantly to our strong financial performance in fiscal year 2020, in which we achieved:

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an 11.5% increase in revenue;



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cash flow relating to operating activities of $546.6 million; and



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a 42.0% increase in GAAP earnings per share from continuing operations and a 20.8% increase in non-GAAP earnings per share from continuing operations.

        In addition, the actions listed above were instrumental in our strong financial performance over the three-year period from 2018 through 2020, as reflected in a 127.2% 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 2018 PSUs (which have the same three-year measurement term) of 149.2% of target reflective of a 92nd percentile ranking in relative Total Shareholder Return (rTSR) performance over that time. Please see page 57 of this Proxy Statement for more information regarding our 2018 PSU payouts.

        In addition, our strong financial performance over the five-year period from 2016 through 2020 as compared to both our rTSR peers and our industry peers can be observed in the following performance graph:

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The above stock performance graph compares the annual percentage change in the Company's cumulative total shareholder return on its Common Stock during a period commencing on December 26, 2015 and ending on December 26, 2020 (as measured by dividing (1) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company's share price at the end and the beginning of the measurement period; by (2) the share price at the beginning of the measurement period) with the cumulative total return of the peer group median and the S&P 500 Health Care Index during such period. The Company has not paid any dividends on the Common Stock, and no dividends are included in the representation of the Company's performance. The stock price performance on the graph above is not necessarily indicative of future price performance. The graph is not "soliciting material," is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Information used in the graph was obtained from Standards & Poor's Institutional Market Services, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information.

        Our strong 2020 financial results were achieved even though the Company, similar to many organizations, faced difficult business challenges throughout the year as a result of the pandemic. As discussed in detail in the section of our Annual Report on Form 10-K entitled "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation", the impact of the pandemic put pressure on a myriad of elements of our operations, including business continuity, supply chain, demand for our products and services, and impacted how we approached our liquidity, capital and financial resources.

        The global economy faced unprecedented challenges in 2020 due to the COVID-19 pandemic, as did our Company, but we believe the resilience of our business model has enabled us to weather these challenges extremely well. This resilience was the result of comprehensive business continuity plans that enabled us to keep our operating sites open and adequately staffed; the global scale, broad scientific capabilities, and flexible outsourcing solutions that we are able to offer clients; and the commitment of our global employees. While several of our businesses experienced a significant, short-term decline in demand associated with COVID-19-related disruptions at our clients' sites, primarily in the RMS reportable segment and principally in the second quarter of 2020, we also benefited from persistent client demand across many of our businesses, including in our DSA reportable segment, driven by robust biotech funding and continued innovation that is generating scientific breakthroughs across multiple therapeutic areas, including for COVID-19 therapeutics.

        Many of our pharmaceutical and biotechnology clients intensified their use of strategic outsourcing during 2020 to overcome challenges at their own sites and move their early-stage research programs forward during the pandemic. Small and mid-size biotechnology clients continued to be the primary driver of revenue growth as these clients benefited from record biotechnology funding levels in fiscal year 2020, from capital markets, partnering with large biopharmaceutical companies, and investment by venture capital, as the COVID-19 pandemic enhanced the global focus on scientific innovation and emphasized greater investment in their preclinical pipelines. 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 CROs, like us, and biotechnology companies to assist them in bringing new drugs to market. Clients continue to seek to outsource larger portions of their early-stage drug research programs to us, which is leading to new business opportunities as clients adopt more flexible and efficient research and development models.

        During the course of the year, the Company worked closely with the Committee to keep them apprised of changes in the business dynamics during the pandemic. Following the review and approval of

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the Committee, the following COVID-related actions were taken with respect to the Compensation Program (which are discussed in more detail further below in this Compensation Discussion and Analysis):

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In July 2020, the Company re-assessed and re-established performance criteria for the Company's Annual Cash Incentive Awards (EICP Plan) to take into consideration the ongoing and expected impact of COVID-19 and to align leadership with the broader employee experience by ensuring consistency in philosophy and implementation at all levels;



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The Company factored the actual and anticipated impact of the COVID-19 pandemic into its non-GAAP EPS target for the 2020 Long-Term Incentive performance share units (PSUs), before the PSUs targets were established in May 2020, by aligning its non-GAAP EPS metric to the upper end of the range of non-GAAP EPS guidance provided in the Company's earnings release at the end of the first quarter of 2020.

        In addition, with respect to the overall compensation program to the global employee base, the Company proudly delivered uplifted bonus funding for more than 14,000 non-executive employees to share in the success of the Company and recognize their efforts during this unprecedented year. Employees throughout the organization shared in bonuses and/or other financial recognition for their devoted work on behalf of the Company and our clients.

        Furthermore, at the beginning of 2020, taking into account growing feedback received from our investors, we removed earnings per share as a metric from our Annual Cash Incentive Awards (EICP Plan). This allows executives to be held accountable for a variety of performance metrics while mitigating the risk of doubly rewarding or penalizing executives for singular results.

Elements of Our Compensation Program/2020 Advisory Vote on Executive Compensation

        Charles River shareholders provided strong majority support for our named executives' compensation at our 2020 annual meeting of shareholders (88% of shares voted in support of this matter). We attribute this level of support to our performance in 2019 and several long-standing characteristics of our executive compensation program that we believe enhance the performance orientation of the program:

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Base Salaries:  We have kept base salary increases modest. While year-to-year there are individual adjustments (ranging from 3% to 5%) that may be below or above the average, in general annualized merit increases for our executives (excluding promotional increases) are consistent with the average annualized merit increases allotted to our North American workforce.



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Annual Cash Incentive Awards:  Our Compensation Program includes an annual cash bonus element that 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.



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Long-Term Equity Incentive Awards, including Performance Share Units:  Our officers receive three types of equity awards:



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Performance Share Units (PSUs), which vest on a "cliff basis" after three years, if service and performance requirements are met and which are paid out in shares based upon two separate performance metrics: (1) first fiscal year non-GAAP earnings per share (EPS) and (2) three-year rTSR, as further described on pages 55-57 of this Proxy Statement in the discussion related to Long-Term Equity Incentive Awards. PSUs are intended to comprise approximately 60% of the intended value of long-term equity incentive awards provided to executive officers in any fiscal year.



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Time-based stock options, which vest over four years. Stock options are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.

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Time-based restricted stock/RSUs, which vest over four years (except in limited circumstances when special awards are granted). Restricted stock/RSUs are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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No 280G Excise Tax Gross-Ups.  For the limited number of our executives with whom we have change in control agreements (which included each of our named executive officers), these agreements do not provide allow for any "gross-up" payment by the Company of any of the excise taxes imposed by Section 4999 of the Internal Revenue Code due to "golden parachute" payments.



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Clawback Policy.  Our Corporate Governance Guidelines include a recoupment (also known as a 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 incentive based compensation paid to such executive officer or former executive officer and/or effect the cancellation of any unvested incentive compensation, subject to specified criteria.



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Inclusion of "double-trigger" vesting in our recent equity compensation plans.  Our 2016 and 2018 Incentive Plans include "double-trigger" vesting provisions that provide for accelerated vesting only upon both the occurrence of a change of control and a qualifying termination of employment within a reasonable period following the change in control.



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Perquisites:  We offer no significant perquisites or cash equivalents.



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Stock Ownership:  Beginning in 2020, the Company increased the stock ownership guidelines for the CEO from 4 times to 6 times base salary.

        We believe that all of these aspects of our Program are appropriate in light of, and consistent with, economic and market environments, our financial performance, the corporate actions taken, and executive compensation trends. Furthermore, our focus on near-term financial and operational objectives properly align 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 82.6% of 2020 target annual compensation for our named executives was based on long-term equity incentives and performance-based bonuses (89.8% for our CEO). Furthermore, annual base salary for our named executives remains a relatively small portion (17.4%) of our named executives' core intended compensation (10.2% 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 2020 between (1) the total compensation paid (consistent with the Summary Compensation Table) to our CEO in those years and (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.

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        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 62-63 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, 2018 and 2019 compensation is set forth in our 2011 (for 2008 - 2010), 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, and 2020 Proxy Statements, respectively.

        Please see Appendix A to this Proxy Statement for reconciliation of our GAAP EPS to non-GAAP EPS for 2008-2020.

        In addition to the aspects of our Program 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:

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a cap on the annual EICP bonus opportunity and PSU payouts, even for exceptional performance;



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significant stock ownership guidelines that align executives' interests with those of shareholders and which increase with the level of the executive's officer position;



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rules prohibiting executives from trading derivative securities, pledging our stock, and hedging the economic risk of ownership of our stock;



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an annual risk assessment of our pay practices;



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an annual shareholder advisory vote on executive compensation;



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a Compensation Committee composed entirely of independent directors; and



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an independent compensation consultant.

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        With respect to the Program, the Committee is committed to remaining flexible in responding to changing market conditions, our business strategy and financial performance, executive compensation standards, and the views 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 and may in the future make modifications to our corporate governance structure.

        Following further shareholder outreach in the fall of 2020 and into the first few months of 2021, our shareholders generally supported 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.

        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 continue to support and maintain 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:

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attract and retain superior talent;



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support the achievement of desired levels of Company performance;



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align the interests of executives with the interests of shareholders;



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differentially and meritoriously reward individual performance; and



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promote accountability.

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

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effectively balance fixed and at risk compensation through a continuum of compensation elements;



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differentially reward individuals based on performance, and who contribute to the success of high performing business units, through both short- and long-term elements;



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promote the achievement of desired levels of Company performance through short-term bonus and long-term equity elements by closely aligning them with our business performance; and



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accommodate ongoing acquisitions where the motivation and retention of talent is key to integration and business performance.

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Compensation Elements

        Our Compensation Program for fiscal year 2020 consisted of the following core and supplemental elements:

        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 17.4%). Approximately 82.6% of 2020 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 achievements. The following table shows the 2020 total core compensation mix, based on targeted (not actual) compensation.