George Llado, Sr.
CHARLES RIVER LABORATORIES INTERNATIONALAbout George Llado, Sr.
George Llado, Sr. (age 59) is an independent director of Charles River Laboratories (CRL) since October 2020, recognized for over 30 years of pharmaceutical technology and cyber-security leadership. He served as SVP and CIO of Alexion Pharmaceuticals and held multiple VP/CIO roles at Merck, including leading the Merck–Schering‑Plough IT integration; earlier, he worked at Citibank. He currently serves on boards of Tracelink Inc. and the National Center for Women & Information Technology, and on the Temple Fox Business School IT Advisory Board, bringing deep IT/cyber and pharma industry expertise to CRL’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | Senior Vice President & Chief Information Officer | Not disclosed | Built and implemented technology enabling data-driven insights across R&D, Commercial, Manufacturing, and Supply Chain |
| Merck & Co. | Vice President, business line CIO – Manufacturing Division; VP, IT and business line CIO – Global Commercial & G&A | Not disclosed | Led IT planning/development; oversaw large‑scale Merck–Schering‑Plough merger integration across IT/Shared Services |
| Citibank, N.A. | Various roles | Not disclosed | Financial services IT experience |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Tracelink Inc. | Board member | Pharma supply chain tech | Current service |
| National Center for Women & Information Technology (NCWIT) | Board member | Non-profit | Current service |
| Temple Fox Business School | IT Advisory Board | Academic | Current service |
Board Governance
| Committee | Role | Chair? | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|---|
| Audit Committee | Member | No (Chair: Virginia M. Wilson) | 5 | Independent (NYSE/SEC) | Oversees financial reporting, auditor engagement, internal controls, and Related Persons Transaction Policy |
| Corporate Governance & Nominating Committee | Member | No (Chair: Deborah T. Kochevar) | 2 | Independent (NYSE) | Oversees director nominations, director compensation, governance guidelines, and ESG oversight |
| Science & Technology Committee | Member | No (Chair: Nancy C. Andrews) | 3 | Not explicitly stated; Board indicates all required committees are independent | Reviews scientific/technology programs, investments, and emerging trends |
| Board Attendance | Director | — | Board met 7 times | — | Each director attended ≥75% of Board and committee meetings in 2024; CRL highlights expectation of high attendance |
- Independence: The Board determined ten of eleven directors are independent; Audit and CGNC committees are fully independent, with Mr. Llado serving on both .
- IT/Cyber oversight: Information security risk oversight is performed by the Board (Audit Committee) where Mr. Llado serves .
- Shareholder support: Re-elected with strong vote support—41,088,535 For / 556,279 Against at the May 20, 2025 Annual Meeting ; similarly strong director vote support in 2024 .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | Reflects base annual director retainer ($65,000) + Audit Committee member fee ($5,000); Mr. Llado elected to receive all cash retainers in equivalent value RSUs instead of cash |
| Stock Awards (RSUs) – grant-date fair value | $127,750 | Annual equity grant (May 2024); directors may defer RSUs up to 5 years or until retirement |
| Option Awards – grant-date fair value | $127,750 | Annual equity grant (May 2024), valued using Black‑Scholes |
| Total | $325,500 | Sum of cash/RSU equivalents + equity grants |
Additional structure:
- Annual base cash fee: $65,000; Audit Committee member fee: +$5,000; chair fees apply only to committee chairs (not applicable to Llado) .
- Director equity policy: Intended annual value ~$255,500 post‑annual meeting, issued half RSUs, half stock options; ability to elect RSUs for cash retainers and to defer .
- Annual cap: Director total equity+cash ≤ $800,000 (initial equity award ≤ $600,000 excluded) .
Performance Compensation
| Element | Design | Metrics | Vesting |
|---|---|---|---|
| Director equity grants | Time-based RSUs and stock options | No performance metrics disclosed for directors | RSUs and options granted annually; vesting terms not separately disclosed for directors (Black‑Scholes valuation used for options) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Llado |
| Compensation Committee interlocks | CRL reports no compensation committee interlocks; Mr. Llado is not on the Compensation Committee |
| Board service limits | CRL guidelines: directors generally ≤5 other public company boards; Audit Committee members ≤3 public company audit committees (including CRL) |
Expertise & Qualifications
- Industry experience in pharma/biotech/manufacturing; senior business management; corporate strategy/business development; international management; risk management; and Information Technology/Digital/Cyber expertise per CRL skills matrix .
- Selected to the Board for technology and cyber-security expertise and senior executive experience at global pharma companies .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Mar 21, 2025) | 10,053 shares; <1% of outstanding |
| Options exercisable within 60 days (as of Mar 21, 2025) | 6,704 shares |
| Unvested RSUs (Dec 28, 2024); vest within 60 days of Mar 21, 2025 | 865 units |
| Shares pledged as collateral | None among directors/officers as a group; none of 621,783 shares pledged |
| Director stock ownership guideline | 5x annual cash retainer; directors with ≥3 years on Board in compliance with prior requirement (new 5x applies with 5-year compliance window) |
Governance Assessment
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Strengths and investor confidence signals:
- Independent director serving on Audit and CGNC, aligning with oversight of financial reporting, related party transactions, director compensation, and ESG governance .
- Highly relevant IT/cyber capability on the Audit Committee enhances information security risk oversight, a board‑highlighted priority .
- Strong shareholder support in director elections (2025 vote: 41.1M For vs. 0.56M Against) and robust say‑on‑pay approvals, indicating broad investor confidence in governance structures .
- Alignment via election to receive cash retainers in RSUs and presence of director ownership requirements (5x cash retainer) and RSU deferral option to promote long‑term alignment .
-
Potential conflicts and red flags:
- No related‑party transactions disclosed for Mr. Llado; Audit Committee administers Related Persons Transaction Policy with strict approval criteria .
- No compensation committee interlocks reported; committee members (not including Llado) have no Company officer history .
- Attendance met CRL’s threshold (≥75% in 2024), and the Board emphasizes high attendance expectations—no attendance red flags .
- No pledging of shares indicated; CRL emphasizes independence and arm’s‑length dealings in Director Qualification Standards .
Overall, Mr. Llado’s board profile reinforces CRL’s risk oversight (particularly cyber/IT) and governance quality, with multi‑committee engagement, independence, and equity‑linked director pay design that supports long‑term alignment. No material conflicts or governance red flags pertaining to Mr. Llado are disclosed .