Charles River Laboratories International, Inc DEF 14A, filed Mar 30, 2023

Charles River Laboratories International, Inc. (CRL)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

Charles River Laboratories International, Inc filed this DEF 14A on March 30, 2023.

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	Time and Date:			8:00 a.m. on Tuesday, May 9, 2023
	Place:			Cooley LLP, 500 Boylston Street, Boston, MA 02116
	Record Date:			March 16, 2023

		Proposal			Board Vote Recommendation
		Management Proposals
		Election of Directors			FOR each director nominee
		Advisory Vote to Approve Executive Officer Compensation			FOR
		Advisory Vote on Frequency of Future Votes on Executive Compensation			ANNUAL
		Ratification of Independent Registered Public Accounting Firm			FOR
		Shareholder Proposal
		Shareholder Proposal described in this Proxy Statement			AGAINST

		What We Do
		✓ Align our executive pay with performance, with a substantial proportion of executive compensation tied to “at risk” elements			✓ Include a “clawback” provision in our Corporate Governance Guidelines that applies to our cash and equity incentive awards
		✓ Set challenging performance objectives			✓ Prohibit hedging and pledging of company shares
		✓ Appropriately balance short- and long-term incentives			✓ Retain an independent compensation consultant to advise the Compensation Committee
		✓ Align executive compensation with shareholder returns through performance-based equity incentive awards			✓ Include caps on individual payouts in short- and long-term incentive plans
		✓ Use appropriate peer groups methodology and revenue regression when evaluating the competitiveness of compensation			✓ Hold an annual “say-on-pay” advisory vote
		✓ Maintain meaningful equity ownership guidelines			✓ Maintain a Compensation Committee composed entirely of independent directors
		✓ Engage in substantial outreach efforts with our major shareholders to gather feedback, including with respect to executive compensation			✓ Conduct an annual risk assessment of our pay practices
		What We Don’t Do
		✘ No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements			✘ No excessive perquisites
		✘ No “single trigger” equity vesting provisions in our current equity award plans			✘ No change-in-control tax gross-ups

		✓ Majority voting standard			✓ Expectation of director attendance at 75%+ meetings
		✓ Mandatory director retirement age			✓ Proxy access by-law
		✓ Annual director and committee assessments			✓ Commitment to ESG principles
		✓ Lead Independent Director			✓ Code of Business Conduct and Ethics
		✓ Independent Board Committee chairs			✓ Information security risk oversight by Audit Committee
		✓ Stock ownership requirements			✓ Corporate strategy and risk oversight by Board
		✓ Political Contribution Policy

	2022			2021
Audit fees		$	6,151,413		$	6,479,044
Audit related fees			2,959,018			3,258,316
Tax fees			980,353			1,013,393
All other fees			646,394			1,646,751
Total		$	10,737,178		$	12,397,504

				Sincerely,

				James C. Foster Chairman, President and Chief Executive Officer

				By Order of the Board of Directors

				Matthew L. Daniel Corporate Secretary

	Name and Age as of the 2023 Annual Meeting						Position, Principal Occupation, Business Experience and Directorships
	James C. Foster (he/him/his)			72			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 Chair 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.

	Name and Age as of the 2023 Annual Meeting						Position, Principal Occupation, Business Experience and Directorships
	Nancy C. Andrews, M.D., Ph.D (she/her/hers)			64			Executive Vice President and Chief Scientific Officer at Boston Children’s Hospital since December 2021. Served as Professor of Pediatrics and Professor of Pharmacology & Cancer Biology at Duke University from 2007 to December 2021 (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 served on the Executive Committee of the MIT Corporation, and is currently 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 been a director 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.

	Name and Age as of the 2023 Annual Meeting						Position, Principal Occupation, Business Experience and Directorships
	Robert Bertolini (he/him/his)			61			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 served as a director of Bristol-Meyers Squibb Company from 2017 to May 2021, of Actelion from 2011 to 2017, and of Indorsia, Ltd., a Swiss public company, from 2017 until May 2020. Mr. Bertolini also previously served as a director of Genzyme Corporation. 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.

	Name and Age as of the 2023 Annual Meeting						Position, Principal Occupation, Business Experience and Directorships
	Deborah T. Kochevar, D.V.M., Ph.D. (she/her/hers)			66			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 since 2019. From 2018 until 2019, Dr. Kochevar served as Provost and Senior Vice President ad interim and, from 2006 until 2018, as Dean of Cummings School of Veterinary Medicine at Tufts University. Previously, Dr. Kochevar was a long-time faculty member and administrator at the College of Veterinary Medicine and Biomedical Sciences, Texas A&M University, where she held the Wiley Chair of Veterinary Medical Education. Dr. Kochevar is a past president of the Association of American Veterinary Medical Colleges and American College of Veterinary Clinical Pharmacology. Dr. Kochevar is active in the American Veterinary Medical Association, having chaired its Council on Education and the Educational Commission for Foreign Veterinary Graduates. Dr. Kochevar serves as a director at Elanco Inc. Dr. Kochevar has been a director since October 2008. Dr. Kochevar was selected to the Board in recognition of her distinct perspective as a highly distinguished academic and educator in the life sciences. As a boarded diplomate of the American College of Veterinary Clinical Pharmacology, with a Ph.D. in cell and molecular biology combined with a D.V.M. degree, and with a deep knowledge base of comparative and translational medicine and complex animal models, Dr. Kochevar’s training and experience is particularly suited to understanding and providing insights into the veterinary medical, contract research and drug development support activities that we conduct. Dr. Kochevar also provides the Board with current industry and scientific insights through her ongoing involvement in biomedical professional and trade organizations and Global OneHealth.

Name and Age as of the 2023 Annual Meeting		Position, Principal Occupation, Business Experience and Directorships
George Llado, Sr. (he/him/his)	57	Former Senior Vice President and Chief Information Officer (CIO) of Alexion Pharmaceuticals, Inc. As an industry veteran with over 30 years of pharmaceutical business and technology and cyber-security experience, Mr. Llado, through his time at Alexion, contributed to the development and implementation of innovative technology, enabling 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)	67	Dr. Mackay is co-founder, Chief Executive Officer, and director of Rallybio Corporation, a biotechnology company incorporated in January 2018, which only recently became a public company in July 2021. 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. From October 2020 through April 2022, Dr. Mackay served as a director of 5:01 Acquisition Corp., a blank check company whose primary purpose was to effect a business combination, and which has never engaged in operating activities. Dr. Mackay has been a director of the Company 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.

Name and Age as of the 2023 Annual Meeting		Position, Principal Occupation, Business Experience and Directorships
George E. Massaro (he/him/his)	75	Former Director and Vice Chair of Huron Consulting Group, Inc., a management consulting company from 2010 to 2020. Mr. Massaro was non-Executive Chair of the Board of Huron Consulting Group from July 2009 to May 2010, Director and Vice Chair of Huron Consulting Group since June 2004 (Vice Chair 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.
C. Richard Reese (he/him/his)	77	Former Chair 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 Chair from 1995-2008 and as Executive Chair 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.

Name and Age as of the 2023 Annual Meeting		Position, Principal Occupation, Business Experience and Directorships
Craig B. Thompson, M.D. (he/him/his)	70	Former President and Chief Executive Officer of Memorial Sloan-Kettering Cancer Center from 2010 to September 2022. Dr. Thompson continues to oversee a research laboratory at the Sloan Kettering Institute focusing on cellular metabolism and its role in cancer. From 2006 to 2010, Dr. Thompson served as the Director of the Abramson Cancer Center at the University of Pennsylvania School of Medicine, and, from 1999 to 2011, he was a Professor of Medicine and Cancer Biology at the University of Pennsylvania. Dr. Thompson is currently a member of the Board of Directors of Regeneron Pharmaceuticals, Inc., and he previously served on the Board of Directors of Merck & Co. Inc. from 2009 to 2018. He is also a board member of the Howard Hughes Medical Institute, M.D. Anderson Cancer Center, Ohio State University Comprehensive Cancer Center, City of Hope Comprehensive Cancer Center, the Economic Club of New York, and a member of the Albert Lasker Medical Research Awards Prize Committee. Dr. Thompson is an elected member of the National Academy of Sciences, the National Academy of Medicine, the American Academy of Arts and Sciences, and the Association of American Physicians. Dr. Thompson holds a number of patents related to immunotherapy and apoptosis and has founded three biotechnology companies, including Agios Pharmaceuticals. Dr. Thompson has been a director since December 2022. Dr. Thompson was selected to the Board in recognition of his distinct perspective as a highly distinguished academic and educator in medicine as well as his extensive scientific and medical expertise relevant to life science industries, including the research and development activities of our clients. Dr. Thompson’s training and experience is particularly suited to understanding and providing insights into the contract research and drug development support activities we conduct. Dr. Thompson also provides the Board with current industry and medical insights.
Richard F. Wallman (he/him/his)	71	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 CECO Environmental Corp. and in the past five years has served as a member of the boards of Extended Stay America, Boart Longyear Limited, and Wright Medical Group, Inc. 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.

	Name and Age as of the 2023 Annual Meeting						Position, Principal Occupation, Business Experience and Directorships
	Virginia M. Wilson (she/her/hers)			68			Retired 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.

Tenure		Age
Newer Tenured (<5 years)	4	<60 years	1
Medium Tenured (6-10 years)	1	60-70 years	6
Longer Tenured (>10 years)	6	>70 years	4

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Option Awards ($)(3)			All Other Compensation ($)(4)			Total ($)
George E. Massaro . . . . . . . . . . . . .		$	113,750		$	127,828		$	127,098		$	—		$	368,676
Robert Bertolini . . . . . . . . . . . . . . . .			88,750			127,828			127,098			—			343,676
Virginia M. Wilson . . . . . . . . . . . . .			88,750			127,828			127,098			—			343,676
C. Richard Reese . . . . . . . . . . . . . . .			83,750			127,828			127,098			—			338,676
Nancy C. Andrews . . . . . . . . . . . . . .			82,500			127,828			127,098			—			337,426
Deborah T. Kochevar . . . . . . . . . . .			78,750			127,828			127,098			—			333,676
Richard F. Wallman . . . . . . . . . . . .			78,750			127,828			127,098			—			333,676
Martin Mackay(5). . . . . . . . . . . . . . . .			86,250			122,048			121,474			—			329,772
George Llado, Sr. . . . . . . . . . . . . . .			63,750			127,828			127,098			—			318,676
George M. Milne, Jr.(6). . . . . . . . . .			15,000			—			—			—			15,000
Craig B. Thompson(7). . . . . . . . . . .			—			—			—			—			—

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)			(c)
Equity compensation plan approved by security holders:
2016 Incentive Plan		88,989		$	109.34		0
2018 Incentive Plan		793,241		$	215.06		5,118,803
Equity compensation plans not approved by security holders		—			—		—
Total		882,230(1)					5,118,803(2)

Category	Number of securities outstanding		Weighted average exercise price			Weighted average term
	(a)		(b)			(c)
Total number of restricted stock/units outstanding(1)		639,951		$	—		—
Total number of options outstanding(2)		882,230		$	204.41		5.7
Total number of performance share units outstanding(3)		222,285		$	—		—

	Fiscal Year
	2017			2018			2019			2020			2021			2022
Charles River Laboratories International, Inc.		$	100.00		$	102.07		$	138.81		$	229.98		$	337.32		$	199.09
FY2022 rTSR Peer Group Median			100.00			102.84			133.61			156.45			180.65			177.33
S&P 500 Health Care			100.00			105.01			129.09			143.22			181.99			180.47

		Core Elements				Supplemental Elements
		• Base Salary • Annual Cash Incentive Awards (EICP Plan) • Long-Term Equity Incentive Awards				• Deferred Compensation Plan • Termination and Change in Control Agreements • Retirement Plan

2022 Targeted Compensation Mix for Named Executives(1)
	Core Compensation Element	Foster	Pease(2)	Smith(3)	Barbo	Girshick	LaPlume	Average
“Fixed” Compensation	Base Salary	10.3%	19.9%	23.4%	19.9%	15.6%	17.9%	17.8%
“At-Risk” Compensation Elements	Annual Cash Incentive Awards	10.3%	13.9%	16.3%	14.0%	12.5%	12.5%	13.3%
“At-Risk” Compensation Elements	Long-Term Equity Incentive Awards	79.4%	66.2%	60.3%	66.1%	71.9%	69.6%	68.9%

Name	2022 Salary
James C. Foster		$	1,412,291
Flavia H. Pease		$	600,000
William D. Barbo		$	550,050
Birgit Girshick		$	650,000
Joseph W. LaPlume		$	520,000
David R. Smith(1)		$	580,681

Named Executive	Target % (of base salary)		Target EICP Award Amount			Actual EICP Award Amount			Performance Goal	Weighting		Target	Actual
James C. Foster		100%		$	1,412,291		$	1,030,973	1. CRL Revenue(1) 2. CRL OI(2)	50% 50%		$4,105 million $870.6 million	$3,976 million $834.0 million
Flavia H. Pease(3)		70%		$	288,822		$	159,430	1. CRL Revenue(1) 2. CRL OI(2) 3. CRL FCF(6)	25% 50% 25%		$4,105 million $870.6 million $442.1 million	$3,976 million $834.0 million $330.0 million
William D. Barbo		70%		$	385,035		$	278,303	1. CRL Revenue(1) 2. CRL OI(2)	70% 30%		$4,105 million $870.6 million	$3,976 million $834.0 million
Birgit Girshick		80%		$	520,000		$	379,600	1. CRL Revenue(1) 2. CRL OI(2)		50% 50%	$4,105 million $870.6 million	$3,976 million $834.0 million
Joseph W. LaPlume		70%		$	364,000		$	265,720	1. CRL Revenue(1) 2. CRL OI(2)		50% 50%	$4,105million $870.6 million	$3,976 million $834.0 million
David R. Smith(4)(5)		70%		$	304,022		$	167,820	1. CRL Revenue(1) 2. CRL OI(2) 3. CRL FCF(6)		25% 50% 25%	$4,105 million $870.6 million $442.1 million	$3,976 million $834.0 million $330.0 million

Name	Actual % of Cash Incentive Award vs. Target 2015		Actual % of Cash Incentive Award vs. Target - 2016		Actual % of Cash Incentive Award vs. Target - 2017		Actual % of Cash Incentive Award vs. Target - 2018		Actual % of Cash Incentive Award vs. Target - 2019		Actual % of Cash Incentive Award vs. Target - 2020		2021 Cash Incentive Award			Actual % of Cash Incentive Award vs. Target - 2021		2022 Cash Incentive Award			Actual % of Cash Incentive Award vs. Target - 2022
James C. Foster		156.6%		152.5%		102.7%		188.7%		141.5%		108.0%		$	1,871,457		137.2%		$	1,030,973		73.0%
Flavia H. Pease		—		—		—		—		—		—			—		—			159,430		55.2%
William D. Barbo		—		130.3%		121.4%		141.0%		104.2%		108.0%			503,947		134.8%			278,303		72.3%
Birgit Girshick		—		—		—		168.8%		129.7%		108.0%			579,716		127.4%			379,600		73.0%
Joseph W. LaPlume		—		—		—		—		120.6%		108.0%			480,025		137.2%			265,720		73.0%
David R. Smith(1)		81.4%		156.7%		99.3%		192.5%		149.9%		108.0%			674,799		154.3%			167,820		55.2%

2020 PSU Grant Base Award Calculation								Final Award Levels
2020 PSU Grant Base Award Calculation								rTSR = 64th percentile
Target Non-GAAP EPS	Actual Non-GAAP EPS			Actual Non-GAAP EPS as % of Target		Base Award (as % of Target Award) *		rTSR Adjustment		Final Award (as % of Target Award)
$7.86		$	8.13		103.4%		150%		114%		171%

	CEO			6 times base salary
	Direct reports to the CEO			3 times base salary
	Senior Vice President (not reporting to the CEO)			2 times base salary
	Vice President			1 time base salary

Name and Principal Position(1)	Year		Salary ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Non-qualified Deferred Compensation ($)(5) Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
James C. Foster Chairman, President, Chief Executive Officer and Director		2022		1,399,442		8,759,995		2,179,888		0		1,030,973		0		77,574		13,447,872
		2021		1,353,841		8,359,896		2,062,193		0		1,871,457		0		58,194		13,705,581
		2020		1,354,971		8,160,030		2,058,396		0		1,430,772		194,061		285,181		13,483,411
Flavia H. Pease(7) Corporate Executive Vice President and Chief Financial Officer		2022		403,844		2,883,429		828,323		200,000(7)		159,430		0		9,124		4,484,150


William D. Barbo Corporate Executive Vice President, Chief Commercial Officer		2022		545,738		1,467,715		365,944		0		278,303		0		104,508		2,762,209
		2021		527,176		1,373,282		339,892		0		503,947		0		101,922		2,846,219
		2020		515,126		1,289,517		325,281		0		384,501		0		95,050		2,609,475
Birgit Girshick Corporate Executive Vice President, Chief Operating Officer		2022		650,000		2,412,795		601,505		0		379,600		0		121,630		4,165,529
		2021		502,351		1,615,375		399,892		0		579,716		0		99,340		3,196,674
		2020		475,329		1,384,280		349,245		0		352,218		0		85,372		2,646,443
Joseph LaPlume Corporate Executive Vice President Corporate Development and Strategy		2022		514,613		1,628,579		406,020		0		265,720		0		91,013		2,905,945
		2021		494,323		6,467,972		379,892		0		480,025		0		95,488		7,917,700
		2020		489,858		1,423,904		359,185		0		362,086		0		89,833		2,724,866
David R. Smith(8) Former Corporate Executive Vice President and Chief Financial Officer		2022		441,496		1,500,056		0		0		167,820		0		63,042		2,172,415
		2021		618,163		1,792,243		443,499		0		674,799		0		82,324		3,611,028
		2020		599,152		1,546,432		390,134		0		463,595		0		114,250		3,113,563

Name	Type of Award(*)		Grant Date		Date of Board or Compensation Committee Action to Approve Grant(1)		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)									Estimated Possible Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock or Units (#)(4)		All Other Option Awards: Number of Securities Underlying Options (#)(5)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(6)
Name	Type of Award(*)		Grant Date				Threshold ($)			Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(6)
James C. Foster		EICP		1/27/2022		1/27/2022		$	141,229		$	1,412,291		$	2,824,583
		SO		5/27/2022		1/27/2022																			24,042		244.41		$	2,179,888
		PSU		5/27/2022		1/27/2022											13,530		41,631		83,262								$	8,759,995
Flavia H. Pease (7)		EICP		3/4/2022		3/4/2022		$	28,882		$	288,822		$	577,644
		SO		5/02/2022		3/4/2022																			4,649		245.88		$	427,290
		RSU		5/02/2022		3/4/2022																	5,185						$	1,274,888
		SO		5/27/2022		3/4/2022																			4,423		244.41		$	401,033
		RSU		5/27/2022		3/4/2022																	1,637						$	400,099
		PSU		5/27/2022		3/4/2022											1,866		5,743		11,486								$	1,208,442
William D. Barbo . .		EICP		1/27/22		1/27/2022		$	38,504		$	385,035		$	770,070
		SO		5/27/2022		1/27/2022																			4,036		244.41		$	365,944
		RSU		5/27/2022		1/27/2022																	1,493						$	364,904
		PSU		5/27/2022		1/27/2022											1,703		5,241		10,482								$	1,102,811
Birgit Girshick . . . .		EICP		1/27/22		1/27/2022		$	52,000		$	520,000		$	1,040,000
		SO		5/27/2022		1/27/2022																			6,634		244.41		$	601,505
		RSU		5/27/2022		1/27/2022																	2,455						$	600,027
		PSU		5/27/2022		1/27/2022											2,800		8,615		17,230								$	1,812,768
Joseph LaPlume . . .		EICP		1/27/22		1/27/2022		$	36,400		$	364,000		$	728,000
		SO		5/27/2022		1/27/2022																			4,478		244.41		$	406,020
		RSU		5/27/2022		1/27/2022																	1,657						$	404,987
		PSU		5/27/2022		1/27/2022											1,890		5,815		11,630								$	1,223,592
David R. Smith(8) .		EICP		1/27/22		1/27/2022		$	30,402		$	304,022		$	608,044
David R. Smith(8) .		RSU		2/28/2022		1/27/2022																	5,152						$	1,500,056

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
James C. Foster		0		17,436(3)		144.67		2/22/2024
		9,578		19,155(4)		179.66		5/29/2030
		4,717		14,152(5)		337.99		5/28/2031
		0		24,042(7)		244.41		5/27/2032		9,832(8)		2,142,393		82,635		18,006,167
Flavia H. Pease		0		4,649(6)		245.88		05/02/2032
Flavia H. Pease		0		4,423(7)		244.41		05/27/2032		6,822(13)		1,486,514		5,743		1,251,400
William D. Barbo		2,755		2,756(3)		144.67		2/22/2024
		1,514		3,027(4)		179.66		5/29/2030
		777		2,333(5)		337.99		5/28/2031
		0		4,036(7)		244.41		5/27/2032		3,803(10)		828,674		10,309		2,246,331
Birgit Girshick		3,205		0		109.34		2/23/2023
		2,958		2.958(3)		144.67		2/22/2024
		3,250		3,250(4)		179.66		5/29/2030
		914		2,745(5)		337.99		5/28/2031
		0		6,634(7)		244.41		5/27/2032		5,011(11)		1,091,897		14,577		3,176,328
Joseph LaPlume		6,085		3,043(3)		144.67		2/22/2024
		3,342		3,343(4)		179.66		5/29/2030
		869		2,607(5)		337.99		5/28/2031
		0		4,478(7)		244.41		5/27/2032		4,216(12)		918,666		21,671		4,722,111
David R. Smith		0		3,305(3)		144.67		2/22/2024
		1,815		3,631(4)		179.66		5/29/2030
		1,014		3,044(5)		337.99		5/28/2031		8,000(9)		1,743,200		6,614		1,441,191

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)(2)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(1)
James C. Foster		—		—		(7,841,125)		—		30,149,684
Flavia H. Pease		184,614		—		584		—		185,199
William D. Barbo		—		89,078		(170,093)		—		889,687
Birgit Girshick		—		83,046		(211,640)		—		1,113,694
Joseph LaPlume		—		82,932		(140,880)		—		555,017
David R. Smith(3)		—		—		(84,065)		—		435,135

Name	Cash Severance			Benefits and Supplemental Perquisites Continuation			Equity Value(1)			Retirement Plan Benefits			Other(2)			Accrued Vacation			Total
James C. Foster(3)
Voluntary Termination or For Cause Termination		$	0		$	0		$	0		$	30,149,684		$	0		$	54,319		$	30,204,003
Retirement		$	0		$	0		$	18,397,686		$	30,149,684		$	0		$	54,319		$	48,601,689
Death		$	0		$	0		$	5,433,384		$	30,149,684		$	0		$	54,319		$	35,637,387
Disability		$	0		$	0		$	3,449,715		$	30,149,684		$	0		$	54,319		$	33,653,718
Involuntary Termination—Not For Cause or Good Reason Termination		$	2,824,583		$	42,140		$	0		$	30,149,684		$	75,000		$	54,319		$	33,145,726
Flavia H. Pease
Voluntary Termination, Retirement, or For Cause Termination		$	0		$	0		$	0		$	185,199		$	0		$	23,077		$	208,275
Death		$	0		$	0		$	1,486,514		$	185,199		$	0		$	23,077		$	1,694,789
Disability		$	0		$	0		$	0		$	185,199		$	0		$	23,077		$	208,275
Involuntary Termination—Not For Cause or Good Reason Termination		$	600,000		$	3,713		$	0		$	185,199		$	75,000		$	23,077		$	886,988
William D. Barbo
Voluntary Termination or For Cause Termination		$	0		$	0		$	0		$	889,687		$	0		$	21,156		$	910,842
Retirement		$	0		$	0		$	2,927,827		$	889,687		$	0		$	21,156		$	3,838,670
Death		$	0		$	0		$	1,229,822		$	889,687		$	0		$	21,156		$	2,140,664
Disability		$	0		$	0		$	426,377		$	889,687		$	0		$	21,156		$	1,337,219
Involuntary Termination—Not for Cause or Good Reason Termination		$	1,100,100		$	24,482		$	0		$	889,687		$	75,000		$	21,156		$	2,110,424
Birgit Girshick
Voluntary Termination, Retirement, or For Cause Termination		$	0		$	0		$	0		$	1,001,551		$	0		$	25,000		$	1,026,551
Death		$	0		$	0		$	1,566,544		$	1,113,694		$	0		$	25,000		$	2,705,238
Disability		$	0		$	0		$	501,590		$	1,113,694		$	0		$	25,000		$	1,640,284
Involuntary Termination—Not for Cause or Good Reason Termination		$	1,300,000		$	7,584		$	0		$	1,001,551		$	75,000		$	25,000		$	2,409,135
Joseph LaPlume
Voluntary Termination, Retirement, or For Cause Termination		$	0		$	0		$	0		$	447,169		$	0		$	20,000		$	467,169
Death		$	0		$	0		$	2,842,842		$	555,017		$	0		$	20,000		$	3,417,859
Disability		$	0		$	0		$	476,519		$	555,017		$	0		$	20,000		$	1,051,536
Involuntary Termination—Not for Cause or Good Reason Termination		$	1,040,000		$	58,038		$	0		$	447,169		$	75,000		$	20,000		$	1,640,207
David R. Smith(4)
Voluntary Termination, Retirement, or For Cause Termination		$	0		$	0		$	0		$	408,820		$	0		$	0		$	408,820
Death		$	0		$	0		$	2,269,621		$	435,135		$	0		$	0		$	2,704,756
Disability		$	0		$	0		$	556,444		$	435,135		$	0		$	0		$	991,579
Involuntary Termination—Not for Cause or Good Reason Termination		$	1,161,362		$	2,007		$	1,533,518		$	408,820		$	75,000		$	0		$	3,180,707

Year	Summary Compensation Table Total for CEO ($)		Compensation Actually Paid to CEO ($)(1)		Average Summary Compensation Table Total for Other Named Executives ($) (2)		Average Compensation Actually paid to Other Named Executives ($) (1)		Value of Initial Fixed $100 Investment Based on (3)				Net Income ($)		Non- GAAP EPS ($)
Year	Summary Compensation Table Total for CEO ($)		Compensation Actually Paid to CEO ($)(1)						Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)		Net Income ($)		Non- GAAP EPS ($)
2022		13,447,872		(11,539,600)		3,298,049		(397,971)		143		140		486,226,000		11.12
2021		13,705,580		43,168,611		4,392,906		9,206,989		243		141		390,982,000		10.32
2020		13,483,411		50,018,818		2,773,587		8,856,107		166		111		364,304,000		8.13

Year	Executive(s)	SCT Total		Deduct Current Year Equity Grants(1)		Deduct Change in Value of Pension or Non-qualified Deferred Compensation Earnings from SCT(1)		Add Pension Value Attributable Current Year’s Service		Add Year End Fair Value of Equity Awards Granted in Current Year(2)		Add Change in Value of Prior Years’ Grants that Remained Unvested at Year End(3)		Add Change in Value of Prior Years’ Grants that Vested in Current Year(4)		Compensation Actually Paid
2022	CEO		13,447,872		10,939,883		—		989,746		7,459,567		(10,070,482)		(12,426,419)		(11,539,600)
2022	Other Named Executives		3,298,049		2,418,873		—		—		1,848,071		(1,380,356)		(1,744,862)		(397,971)
2021	CEO		13,705,580		10,422,089		—		823,145		15,460,355		13,268,849		10,332,771		43,168,611
2021	Other Named Executives		4,392,906		3,203,012		—		—		3,965,695		2,276,985		1,774,415		9,206,989
2020	CEO		13,483,411		10,218,426		194,061		719,230		19,616,106		15,605,432		11,007,126		50,018,818
2020	Other Named Executives		2,773,587		1,766,995		—		—		3,392,036		2,649,868		1,807,611		8,856,107

		Most Important Performance Measures
		Revenue
		Non-GAAP EPS
		Non-GAAP Operating Income

	2022			2021
Audit fees(1)		$	6,151,413		$	6,479,044
Audit related fees(2)			2,959,018			3,258,316
Tax fees(3)			980,353			1,013,393
All other fees(4)			646,394			1,646,751
Total(5)		$	10,737,178		$	12,397,504

	Twelve Months Ended
	December 31, 2022			December 25, 2021			December 26, 2020			December 28, 2019			December 29, 2018			December 30, 2017			December 31, 2016			December 26, 2015			December 27, 2014			December 28, 2013			December 29, 2012			December 31, 2011			December 25, 2010			December 26, 2009			December 27, 2008
Net income (loss) attributable to common shareholders		$	486,226		$	390,982		$	364,304		$	252,019		$	226,373		$	123,355		$	154,765		$	149,313		$	126,698		$	102,828		$	97,295		$	109,566		$	(336,669)		$	114,441		$	(524,505)
Less: Income (loss) from discontinued operations, net of income taxes			—			—			—			—			1,506			(137)			280			(950)			(1,726)			(1,265)			(4,252)			(5,545)			(8,012)			1,399			3,283
Net income (loss) from continuing operations attributable to common shareholders			486,226			390,982			364,304			252,019			224,867			123,492			154,485			150,263			128,424			104,093			101,547			115,111			(328,657)			113,042			(527,788)
Add back:
Amortization related to acquisitions			146,934			128,148			118,618			90,867			64,831			41,370			42,746			29,374			25,957			17,806			18,067			21,795			24,405			25,717			26,725
Severance and executive transition costs			4,088			4,718			7,586			11,458			8,680			3,278			8,472			6,173			7,792			3,218			2,580			5,462			16,504			16,344			—
Site consolidation costs, impairments, and other items(2)			13,405			3,468			6,457			4,283			864			18,645			11,849			2,240			7,136			21,381			3,963			473			384,896			3,939			706,689
Adjustment of acquisition-related contingent consideration and related items			—			—			—			—			—			—			—			—			—			—			—			(721)			2,865			—			—
Operating losses(3)			—			—			—			—			—			—			—			5,517			2,600			3,371			3,738			6,471			13,387			3,988			—
Acquisition-related adjustments(4)			18,566			15,867			19,623			39,439			19,184			6,687			22,702			14,513			6,688			1,752			3,774			215			8,319			3,246			1,125
Government billing adjustment and related expenses			—			—			—			—			—			150			634			477			848			2,402			—			—			—			—			—
Acquisition agreement termination fee			—			—			—			—			—			—			—			—			—			—			—			—			30,000			—			—
Gain on settlement of life insurance policy			—			—			—			—			—			—			—			—			—			—			—			(7,710)			—			—			—
U.S. pension curtailment			—			—			—			—			—			—			—			—			—			—			—			—			—			—			(3,276)
Gain on sale of U.K. real estate			—			—			—			—			—			—			—			—			—			—			—			—			—			(839)			—
Reversal of an indemnification asset associated with acquisition and corresponding interest(5)			—			—			—			—			—			—			54			10,411			—			—			—			—			—			—			—
Write-off of deferred financing costs and fees related to debt refinancing			—			26,089			—			1,605			5,060			—			987			721			—			645			—			1,450			4,542			—			—
Loss on sale of auction rate securities			—			—			—			—			—			—			—			—			—			—			712			—			—			—			—
(Gain) loss on bargain purchase(6)			—			—			—			—			—			(277)			15			(9,837)			—			—			—			—			—			—			—
Convertible debt accounting(7)			—			—			—			—			—			—			—			—			—			6,710			14,741			13,978			12,948			11,106			8,432
Gain on divestiture of CDMO business			—			—			—			—			—			(10,577)			—			—			—			—			—			—			—			—			—
Debt forgiveness associated with a prior acquisition(8)			—			—			—			—			—			(1,863)			—			—			—			—			—			—			—			—			—
Deferred tax revaluation			—			—			—			—			—			—			—			—			—			—			—			—			—			—			763
Tax benefit from disposition of Phase I clinical business			—			—			—			—			—			—			—			—			—			—			—			(11,111)			—			—			—
Massachusetts tax law change			—			—			—			—			—			—			—			—			—			—			—			—			—			—			1,897
Reduction of tax benefits – Charles River Massachusetts			—			—			—			—			—			—			—			—			—			—			—			—			—			719			—
Costs and taxes associated with corporate legal entity restructuring and repatriation			—			—			—			—			—			—			—			—			—			—			—			1,637			15,689			(1,084)			(4,045)
Venture capital and strategic equity investment losses (gains)			26,775			30,419			(100,861)			(20,707)			(15,928)			(22,657)			(10,285)			(3,824)			(9,343)			(5,864)			618			(869)			579			—			—
Loss due to U.S. Pension termination			—			—			10,283			—			—			—			—			—			—			—			—			—			—			—			—