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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

For the period ended May 5, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 5, 2026 · Filed Mar 31, 2026

CRL$337.52+7.8%Stored close · as of Nov 6, 2026
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Contents

Other Factors Underlying the Ongoing Implementation of the Compensation Program

Stock Ownership Guidelines

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

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

​CEO​​6 times base salary​
​Executive Vice President​​3 times base salary​
​Senior Vice President​​2 times base salary​
​Vice President​​1 time base salary​

Members of senior management have four years from the time they attain the executive level listed above to comply with the ownership requirements. Stock options are not counted toward the holding requirement. Only vested full value shares (i.e. restricted stock (units) and PSUs) count towards the holding requirement. The Committee periodically reviews stock ownership levels of members of our executive management to ensure compliance. As of the date of this Proxy Statement, our current named executives were in compliance with the holding requirements (and, as demonstrated in the Beneficial Ownership table on pages 35-36 of this Proxy Statement, in many cases, far exceed the required holding).

Clawback Policy

We maintain a Financial Statement Compensation Recoupment Policy (also known as a clawback) policy that complies with NYSE listing standards and Section 10D of the Securities Exchange Act of 1934. This policy applies to all of our executive officers. Under this Clawback Policy, in the event of a restatement of Charles River’s financial statements resulting from material noncompliance with financial reporting requirements under the U.S. Federal securities laws, Charles River will recover erroneously awarded compensation from applicable executive officers, subject to specified criteria. The action permitted to be taken by the Board under the Clawback Policy is in addition to any and all other rights of the Board and/or the Company under applicable law and contract.

Insider Trading Policy, Derivatives Trading; Hedging; and Pledging

We grant equity incentives for the reasons discussed above, including aligning the interests of our employees with those of shareholders.

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees of the Company. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards.

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It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K.

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

Resignation of Ms. Pease and Appointment of Mr. Knell as Interim CFO

On September 12, 2025, Ms. Pease informed the Company of her intention to resign from her position as our Corporate Executive Vice President, Chief Financial Officer effective on September 29, 2025. Because Ms. Pease’s departure was due to her voluntary resignation, no payments were made to in connection with her separation from service.

In connection with Ms. Pease’s departure from the position of Chief Financial Officer, Mr. Knell, Corporate Senior Vice President and Chief Accounting Officer, was appointed by the Board to act as our interim Chief Financial Officer, effective upon the departure of Ms. Pease, until a permanent successor is named. In this role, Mr. Knell serves as our principal financial officer. On September 15, 2025, in connection with Mr. Knell’s appointment as interim Chief Financial Officer and interim principal financial officer of the Company, the Compensation Committee approved the following changes to Mr. Knell’s compensation package: (1) an increase in annual base salary to $500,000, effective September 28, 2025; (2) a $10,000 monthly cash payment to be paid during Mr. Knell’s term of service as interim Chief Financial Officer, effective October 1, 2025; and (3) a one-time grant of restricted stock units of the Company’s common stock with a grant value of $500,000, granted on November 6, 2025 (the first business day following the press release with respect to financial results for the third fiscal quarter of 2025), with 50% to vest on the first anniversary of the grant date and the remaining 50% to vest on the second anniversary of the grant date. Mr. Knell’s tenure as interim Chief Financial Officer is expected to conclude on April 6, 2026 in conjunction the appointment of Mr. Glenn Coleman as our Corporate Executive Vice President and Chief Financial Officer. Mr. Knell will continue in his current role as Corporate Senior Vice President and Chief Accounting Officer.

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