Birgit Girshick

About Birgit Girshick

Chief Operating Officer (since Oct 2021) and long‑tenured operator at Charles River Laboratories (joined 1989). She holds a B.A. from Eastern Connecticut State University, an M.B.A. from the University of Rhode Island, and completed MIT Sloan’s Advanced Management Program; she has led multiple global business units and major integrations (e.g., Cognate, Vigene) and chairs CRL’s ESG Governance Council reporting to the Board . 2024 company performance context: revenue declined 1.9% YoY, operating cash flow was $734.6M (+7.4% YoY), GAAP diluted EPS fell 97.8% due to a non‑cash goodwill impairment, and non‑GAAP diluted EPS decreased 3.3%; 2024 annual cash bonuses paid below target accordingly .

Past Roles

External Roles

Fixed Compensation

Notes: 2024 company‑wide EICP metrics and scale applied uniformly; committee made no discretionary adjustments for NEOs .

Performance Compensation

• Annual cash incentive (EICP) metrics and outcome (FY2024): | Metric | Weight | Target | Actual | Payout % | |---|---:|---:|---:|---:| | CRL Revenue | 50% | $4,307M | $4,050M | 40.45% | | CRL Operating Income (non‑GAAP OI definition) | 50% | $911.9M | $805.9M | 40.45% | Overall EICP payout: 40.45% of target for Ms. Girshick → $242,352 paid in Feb 2025 . OI excluded specified non‑core items (acquisition accounting, restructuring, Biologics goodwill impairment, NHP supply chain legal costs, etc.) consistent with earnings disclosures .

• Long‑term equity incentive design:

  • PSUs: ~60% of intended LTI value; cliff vests after 3 years; payouts based on (1) first fiscal year non‑GAAP EPS and (2) 3‑year relative TSR; 2022 PSU cycle paid below target (missed EPS and rTSR goals) .
  • Stock options: ~20% of LTI; 4‑year vesting .
  • RSUs: ~20% of LTI; 4‑year vesting .

• 2024 grants (approved Feb 6, 2024; granted May 31, 2024): | Award type | Quantity/Terms | Pricing | Vesting | Grant date FV | |---|---|---|---|---:| | Stock Options | 8,722 options | $208.44 strike | 4 years | $798,237 | | RSUs | 3,838 units | — | 4 years | $799,993 | | PSUs | 3,577 thr / 11,008 tgt / 22,016 max | — | 3‑yr cliff; metrics: 1st‑yr non‑GAAP EPS + 3‑yr rTSR | $2,355,602 |

• Realized 2024 equity/option activity: | 2024 Realizations | Quantity | Value Realized | |---|---:|---:| | Options exercised | 5,916 | $405,069 | | Shares vested (RSU/PSU) | 6,407 | $1,264,380 |

Equity Ownership & Alignment

Employment Terms

• Severance absent Change‑in‑Control (illustrative amounts if terminated 12/28/2024): | Scenario (No CIC) | Cash Severance | Benefits Continuation | Equity | Other/Outplacement | Total | |---|---:|---:|---:|---:|---:| | Involuntary (not for cause) / Good Reason | $1,497,850 | $9,634 | $1,428,918 | $75,000 | $3,011,402 | | Death | — | — | $2,603,177 | — | $4,329,629 (incl. retirement $1,726,452) | | Disability | — | — | $1,072,756 | — | $2,799,208 (incl. retirement $1,726,452) |

• Change‑in‑Control (double‑trigger; termination within 1 year of CIC):

  • Cash severance: 2x (base salary + target bonus) for COO/EVPs; 24 months benefits continuation; full acceleration of unvested equity upon qualifying termination; no 280G excise tax gross‑ups .
  • Illustrative amounts if CIC and qualifying termination on 12/28/2024: | Scenario (Post‑CIC) | Cash Severance | Benefits | Equity (accelerated) | Retirement Plan | Outplacement | Total | |---|---:|---:|---:|---:|---:|---:| | Involuntary (not for cause) / Good Reason | $2,696,130 | $35,018 | $5,858,897 | $1,726,452 | $50,000 | $10,366,497 |

• Executive Separation Plan update (effective Jan 1, 2025): Base salary continuations up to two years for EVPs depending on company service (two years if ≥5 years; one year if <5 years); certain benefits limited to severance period up to one year .

Investment Implications

• Pay‑for‑performance alignment: 2024 EICP paid at 40.45% of target on below‑plan revenue and operating income; PSUs are majority of LTI with cliff vest and include 3‑year rTSR; 2022 PSU cycle under‑target given EPS/rTSR misses—aligns realized pay downward in weaker periods .
• Retention and selling pressure: Significant unvested equity (8,221 RSUs; 21,891 PSUs) and multi‑year option grants create retention hooks; however, Ms. Girshick realized ~$1.67M via 2024 vesting/exercise events ($1.26M vesting; $0.41M option exercise), indicating periodic supply into the market from equity vesting/exercise windows .
• Governance and downside protection: Double‑trigger CIC with 2x multiple and no excise tax gross‑ups, robust clawback, and hedging/pledging prohibitions support shareholder alignment and reduce governance risk .
• Ownership alignment: Beneficial ownership of 61,254 shares with compliance under 3x‑salary ownership guidelines suggests skin‑in‑the‑game; options excluded from guidelines, full‑value shares count—further aligning incentives with TSR outcomes .

Additional context: 2024 revenue −1.9%, GAAP diluted EPS −97.8% (goodwill impairment), non‑GAAP diluted EPS −3.3%, operating cash flow $734.6M; say‑on‑pay support strong (~95%)—comp committee maintained program design without ad‑hoc adjustments, reinforcing discipline through the cycle .

Sources

• CRL DEF 14A (Apr 2, 2025): compensation tables, plan design, policies, ownership, and severance .
• CRL DEF 14A (Mar 29, 2024): prior‑year EICP targets/outcomes .
• Company bio/press releases: career history, promotions, education .