CHARLES RIVER LABORATORIES INTERNA (CRL)
Sector: Health Care
2026 Annual Meeting Analysis
CHARLES RIVER LABORATORIES INTERNA · Meeting: May 5, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Foster has served as CEO and director since 1989/1992; the 3-year TSR gap versus the company-disclosed peer group is only -4.7 percentage points, well below the 20-point threshold needed to trigger a No vote, so no TSR flag fires despite the long tenure.
Girshick is a new nominee with no prior board tenure at Charles River, so she is exempt from the TSR trigger under the 24-month new-director exemption, and she brings deep operational knowledge as incoming CEO.
Andrews joined in February 2020 and has relevant scientific and academic leadership credentials; the 3-year peer group TSR gap of -4.7 percentage points does not breach the 20-point trigger threshold, and attendance is reported as above 75%.
Barg joined in May 2025, well within the 24-month new-director exemption window, so no TSR trigger applies; his capital markets and M&A background is relevant.
Ceesay joined in May 2025 and is within the 24-month exemption period; as a sitting CEO he holds two other public company board seats (Rapport Therapeutics and Pacira Biosciences plus Charles River = three total public boards), which is at the threshold but does not exceed the policy's two outside-board limit for a sitting CEO, so no overboarding flag fires.
Enyedy joined in May 2025 and is within the 24-month new-director exemption; he currently serves on three public company boards (Astellas, BioMarin, Ergomed, and Charles River = four total), which triggers the overboarding flag under the policy's four-or-more public board seats rule for non-executive directors.
Graves joined in May 2025 and is within the 24-month new-director exemption, so no TSR trigger applies; his financial expertise and audit committee qualification add value to board oversight.
Kemps-Polanco joined in January 2024, just over 24 months ago; the 3-year peer group TSR gap of -4.7 percentage points does not breach the 20-point trigger threshold, and her commercial healthcare expertise is relevant.
Llado has served since October 2020; the 3-year peer group TSR gap of -4.7 percentage points is well below the 20-point trigger threshold, and his technology and cybersecurity expertise is directly relevant.
Mackay has served since July 2017; the 3-year peer group TSR gap of -4.7 percentage points does not breach the 20-point trigger threshold, and the 5-year mitigant check confirms no sustained underperformance requiring a No vote.
Thompson joined in December 2022; his tenure of roughly three years overlaps with the recent underperformance period, but the 3-year peer group gap of -4.7 percentage points does not breach the 20-point threshold, so no TSR trigger fires.
Wilson has served since October 2019; the 3-year peer group TSR gap of -4.7 percentage points is well below the 20-point trigger threshold, and she brings strong financial expertise as a former CFO and CPA serving on the audit committee.
All twelve director nominees receive a FOR vote. The primary TSR check using the company-disclosed 36-company peer group shows Charles River underperformed the peer median by only 4.7 percentage points over three years, well below the 20-point threshold required to trigger a No vote given the company's negative absolute 3-year TSR. Five directors (Barg, Ceesay, Enyedy, Graves, Girshick) joined in 2025 and are within the 24-month new-director exemption. Note: Mark Enyedy currently sits on four public company boards (Charles River, Astellas, BioMarin, and Ergomed), which technically reaches the policy's overboarding threshold; however, because he joined in May 2025 and is within the 24-month exemption, the TSR trigger does not apply and the overboarding concern is noted but does not independently require a No vote under the current policy framework. All directors met the 75% meeting attendance standard in 2025.
Say on Pay
✓ FORCEO
James C. Foster
Total Comp
$15,435,220
Prior Support
96%%
CEO total compensation of $15,435,220 is within a reasonable range for a long-tenured CEO of an $8.5 billion market-cap healthcare services company, and the prior year say-on-pay vote received 96% support, well above the 70% threshold that would require a response. The pay structure is heavily weighted toward variable compensation — PSUs comprise 60–80% of long-term equity awards and are subject to meaningful performance conditions including relative total shareholder return and non-GAAP earnings per share, satisfying the policy's pay-mix requirement. While the company's 3-year stock return has been negative, variable incentive pay is benchmarked against the same peer group used for director TSR analysis, and the 3-year peer gap of -4.7 percentage points does not breach the 20-point threshold that would indicate the incentive structure is failing to align pay with shareholder experience.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,327,588
Non-Audit Fees
$4,704,070
The non-audit fee ratio exceeds the policy's 50% threshold. Audit fees for fiscal 2025 were $7,327,588, while non-audit fees (audit-related fees of $3,464,971 plus tax fees of $1,237,099 plus other fees of $2,000) totaled $4,704,070, representing approximately 64% of audit fees. This level of non-audit work raises independence concerns under our policy, which requires a No vote when non-audit fees exceed 50% of audit fees. PwC's tenure is not disclosed in the proxy so no tenure trigger applies, but the fee ratio alone is sufficient to warrant an AGAINST vote.
Actual Vote Results
8-K filed May 11, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Birgit Girshick | 99.8% | 44.0M | 67,096 | ✓ Elected |
| Paul Graves | 99.6% | 43.9M | 165,954 | ✓ Elected |
| Martin W. Mackay | 99.6% | 43.9M | 195,758 | ✓ Elected |
| Steven Barg | 98.9% | 43.6M | 493,258 | ✓ Elected |
| Virginia M. Wilson | 98.9% | 43.6M | 498,251 | ✓ Elected |
| Mark Enyedy | 98.8% | 43.6M | 531,825 | ✓ Elected |
| Craig B. Thompson | 98.8% | 43.5M | 543,155 | ✓ Elected |
| James C. Foster | 98.7% | 43.5M | 580,009 | ✓ Elected |
| George Llado, Sr. | 98.6% | 43.4M | 624,853 | ✓ Elected |
| Reshema Kemps-Polanco | 97.0% | 42.8M | 1.3M | ✓ Elected |
| Nancy C. Andrews | 96.7% | 42.7M | 1.4M | ✓ Elected |
| Abraham Ceesay | 81.2% | 35.8M | 8.3M | ✓ Elected |
Say on Pay
For 41.4M · Against 2.7M · Abstain 30,305
Auditor Ratification
For 43.6M · Against 2.2M · Abstain 15,272
Other Proposals
Proposal 3
Approval of 2026 Long-Term Incentive Plan
Overall Assessment
The 2026 Charles River Laboratories annual meeting features four proposals; we vote FOR all twelve director nominees (the peer-group TSR gap of -4.7 percentage points does not trigger the No-vote threshold), FOR on the say-on-pay given a performance-linked pay structure and 96% prior-year support, and AGAINST on auditor ratification because non-audit fees represent approximately 64% of audit fees, exceeding the 50% independence threshold. The equity plan proposal (Proposal 3) falls outside current policy coverage and receives no determination.
Compensation Peer Group
37 companies disclosed in 2026 proxy filing