Craig B. Thompson

About Craig B. Thompson

Craig B. Thompson, M.D., is an independent director of Charles River Laboratories (CRL), age 72, who joined the Board in December 2022. He is the former President and CEO of Memorial Sloan Kettering Cancer Center (2010–September 2022) and continues to oversee a research laboratory at the Sloan Kettering Institute; he is recognized for extensive scientific and medical leadership, including elected membership in the National Academy of Sciences and National Academy of Medicine. He currently serves on the Board of Directors of Regeneron Pharmaceuticals and previously served on Merck & Co.’s board (2009–2018). The Board has determined he is independent under CRL’s Director Qualification Standards.

Past Roles

External Roles

Board Governance

• Board independence/tenure: Thompson is one of 10 independent directors on an 11-member Board; he has served since December 2022. The Board determined independence under formal standards and prohibits material relationships, personal loans, and non-arm’s-length dealings.
• Committee assignments (2024 activity shown in parentheses):
  • Responsible Animal Use Committee (RAUC) – Member; met 2x in 2024; charter covers oversight of responsible animal utilization, standards of care, and stakeholder messaging. Chair: Dr. Mackay.
  • Science & Technology Committee (STC) – Member; met 3x in 2024; charter covers emerging R&D trends, scientific programs, technology risks/benefits, and internal/external investments. Chair: Dr. Andrews.
  • Strategic Planning & Capital Allocation Committee (SPCAC) – Member; met 5x in 2024; charter covers capital structure, major M&A/capex, capital return policies, and long-term strategy review. Chair: Mr. Bertolini.
• Attendance and engagement: In 2024, the Board held 7 meetings and each director attended at least 75% of Board and assigned committee meetings; 10 of 11 directors attended the 2024 Annual Meeting. CRL expects ≥75% attendance and holds regular executive sessions of independent directors.
• Lead Independent Director: The Board has an independent Lead Director with broad agenda-setting and shareholder liaison responsibilities (incumbent: George E. Massaro).

Fixed Compensation (Non‑Employee Director – 2024)

Additional director pay structure features:

• Directors may elect to receive cash retainers in RSUs of equivalent value; a Non‑Employee Directors Deferral Plan allows deferral of RSUs up to 5 years or until Board retirement.
• Aggregate annual director compensation cap: $800,000 (excludes initial onboarding award up to $600,000).
• Director stock ownership guideline: 5x annual cash retainer; five years to comply.

Performance Compensation (Non‑Employee Director Equity – 2024)

Notes:

• Director equity awards are time-based; proxy does not indicate performance-conditioned vesting for directors (unlike executive PSUs).

Other Directorships & Interlocks

• Independence and conflicts oversight: CRL’s Audit Committee administers the Related Persons Transaction Policy; Board independence determinations apply strict thresholds (e.g., < the greater of $1 million or 2% of counterparty revenue). The proxy details a Tufts transaction review for another director and concluded immaterial; no such related‑party disclosures are made for Thompson.

Expertise & Qualifications

• Accomplished physician‑scientist and academic executive with oncology and cellular metabolism expertise; elected member of the National Academy of Sciences, National Academy of Medicine, American Academy of Arts & Sciences, and Association of American Physicians.
• Holds patents related to immunotherapy and apoptosis; founder of three biotechnology companies including Agios Pharmaceuticals.
• Brings deep life sciences R&D perspective aligned to CRL’s client base and to Board committees focused on science, technology, and responsible animal use.

Equity Ownership (as of March 21, 2025)

• Group pledging disclosure: “None of the 621,783 shares” for all current executive officers and directors as a group were pledged as of March 21, 2025 (individual pledging for Thompson not separately stated).

Insider Trades (Section 16)

Governance Assessment

• Board effectiveness: Thompson’s committee footprint spans RAUC, STC, and SPCAC—high‑influence forums for scientific oversight, animal‑use governance, and capital allocation—aligned with his scientific and institutional leadership background; these committees met 2x, 3x, and 5x in 2024, respectively, indicating active oversight cadence.
• Independence/engagement: The Board deems him independent; directors achieved ≥75% attendance in 2024 and hold executive sessions, supporting strong governance practices.
• Compensation alignment: Director pay features significant equity, option to receive cash retainers in RSUs, and ownership guideline of 5x cash retainer—supportive of shareholder alignment; his 2024 mix was $65,000 cash and $255,500 equity split roughly 50/50 RSUs/options.
• Ownership “skin in the game”: Beneficial ownership of 5,039 shares (including near‑term exercisable/vesting equity) reflects early tenure on the Board (since December 2022) with five years to meet the 5x retainer guideline. No pledging/hedging permitted.
• Conflicts/related party exposure: No Thompson‑specific related‑party transactions are disclosed; independence standards and related‑party policy mitigate risks from external roles (e.g., Regeneron).

Director Compensation (Individual – 2024, reported)

RED FLAGS / Watch items

• Industry interlock: Current Regeneron directorship places Thompson within the client ecosystem where CRL operates; while no related‑party issues are disclosed and independence was affirmed, investors may monitor for any future Regeneron‑CRL transactions requiring Audit Committee review.
• Ownership size: Early‑tenure holdings are modest relative to guideline; guideline allows five years to comply, mitigating immediate concern.