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.
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