James C. Foster
Chair, President and Chief Executive Officer at 
CHARLES RIVER LABORATORIES INTERNATIONAL
CHARLES RIVER LABORATORIES INTERNATIONALCEO
Executive
Board
About James C. Foster
James C. Foster, age 74, is Chair, President, and CEO of Charles River Laboratories (CRL). He joined CRL in 1976 as General Counsel, became President in 1991, CEO in 1992, Chair in 2000, and has served as a director since 1989 . The Board operates with a combined Chair/CEO structure and a Lead Independent Director, with all committees chaired by independent directors . Recent shareholder support for executive pay was strong (95% approval in 2024; approval again in 2025), and CRL emphasizes pay-for-performance through PSU designs tied to EPS and relative TSR .
Company performance context (illustrative metrics):
- Revenues and EBITDA (FY 2020–FY 2024) are shown below; 2024 non-GAAP EPS was $10.32 and GAAP net income decreased due to a $215M goodwill impairment in Biologics Solutions .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $2,923,933,000 | $3,540,160,000 | $3,976,060,000 | $4,129,408,999.9999995 | $4,049,989,000 |
| EBITDA ($USD) | $673,999,000* | $899,926,000* | $969,377,000* | $965,915,000* | $898,197,000* |
Values with asterisk retrieved from S&P Global.
Indicative TSR over recent years (value of $100 initial investment):
| Year | CRL TSR ($) | S&P 500 Health Care TSR ($) |
|---|---|---|
| 2020 | 166 | 113 |
| 2021 | 243 | 143 |
| 2022 | 143 | 140 |
| 2023 | 156 | 143 |
| 2024 | 123 | 147 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charles River Laboratories | General Counsel | 1976–1991 | Built legal and governance foundation; broad knowledge of CRL operations |
| Charles River Laboratories | President | 1991–present | Led growth and strategic execution across segments |
| Charles River Laboratories | Chief Executive Officer | 1992–present | Long-tenured CEO with deep industry acumen |
| Charles River Laboratories | Chair | 2000–present | Board leadership with Lead Independent Director oversight |
| Charles River Laboratories | Director | 1989–present | Board service continuity; not independent due to CEO role |
External Roles
No external public company directorships disclosed for Mr. Foster in the proxy .
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary (target rate) | $1,524,527 |
| Base Salary (paid, SCT) | $1,512,578 |
| Target Annual Bonus % (EICP) | 100% of base salary |
| Target EICP Award Amount (2024) | $1,524,527 |
| Actual EICP Payout (paid Feb 2025) | $616,671 |
Performance Compensation
Annual Cash Incentive (EICP) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout % | Vesting/Payout Timing |
|---|---|---|---|---|---|
| CRL Revenue (FX-neutral) | 50% | $4,307 million | $4,050 million | 40.45% | Paid in Feb 2025 |
| CRL Non-GAAP Operating Income (FX-neutral) | 50% | $911.9 million | $805.9 million | 40.45% | Paid in Feb 2025 |
Minimum performance floors: 90% of revenue target and 85% of operating income target; maximum payout 200% of target .
Long-Term Incentives (LTI) – 2024 Grants and PSU Mechanics (CEO mix: ~80% PSUs; ~20% options)
| Award | Grant Date | Units/Value | Price/Terms | Vesting |
|---|---|---|---|---|
| PSUs (2024 grant) | 5/31/2024 | Target 13,595; Max 83,664; Grant-date FV $8,951,630 | Three-year PSU with EPS year-1 base + rTSR modifier | Cliff after 3 years; payout Q1 2027 after final rTSR certification |
| Stock Options (2024 grant) | 5/31/2024 | 24,858 options; Grant-date FV $2,275,004 | Exercise price $208.44; expire 5/31/2034 | 25%/year over 4 years |
PSU metric framework (illustrative outcomes):
| PSU Grant | Metric | Target | Actual | Base Award | rTSR Adjustment | Final Outcome |
|---|---|---|---|---|---|---|
| 2024 PSU | Non-GAAP EPS (year 1) | $11.40 | $10.32 | 52.5% of target | rTSR can adjust ±35% (min 65%, target 100%, max 135%) | Range: 34.1%–70.9% of target (based on rTSR) |
| 2022 PSU (payout finalized Jan 2025) | rTSR | 55th percentile target | 10th percentile | Base 72.5% | 65% multiplier | 47.1% of target |
Design notes:
- CEO LTI emphasizes PSUs (~80% of intended LTI value) and options (~20%); CEO does not receive RSUs .
- No 280G excise tax gross-ups; clawback policy maintained .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/21/2025) | 312,659 shares; includes 61,949 options exercisable within 60 days |
| Ownership as % of Outstanding | <1% |
| Stock Ownership Guideline | CEO: 6x base salary |
| Guideline Compliance | Executives in compliance as of proxy date |
| Hedging/Pledging | Prohibited by policy |
| Pledged Shares | None for directors/executives as a group (621,783 shares, none pledged) |
Outstanding Awards and Vesting Schedule (Selected CEO holdings at 12/28/2024)
| Type | Unexercisable Units | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|
| Stock Options (grant exp 5/28/2031) | 4,718 | $337.99 | 5/28/2031 | Unexercisable options vest 5/28/2025 |
| Stock Options (grant exp 5/27/2032) | 12,021 | $244.41 | 5/27/2032 | 50% vest on 5/27/2025 and 5/27/2026 |
| Stock Options (grant exp 5/26/2033) | 21,132 | $194.12 | 5/26/2033 | One-third vest on 5/26/2025, 5/26/2026, 5/26/2027 |
| Stock Options (grant exp 5/31/2034) | 24,858 | $208.44 | 5/31/2034 | One-quarter vest on 5/31/2025, 5/31/2026, 5/31/2027, 5/31/2028 |
| PSUs (2023 cycle) | Final vest/payout | — | — | Vest 12/27/2025; payout Q1 2026 after rTSR |
| PSUs (2024 cycle) | Final vest/payout | — | — | Vest 12/26/2026; payout Q1 2027 after rTSR |
Insider selling pressure lens: multiple option tranches vest annually from 2025–2028 and PSUs settle in Q1 2026/2027, which could create periodic liquidity events for the CEO .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Amended and Restated agreement (May 18, 2021); employment through Feb 12, 2026 |
| Extension (Amendment No.1) | Term extended to Feb 12, 2027 (approved May 20, 2025) |
| Equity Vesting on Termination | Post-2021 awards continue vesting under specified notice/termination scenarios; retirement provisions for continued vesting |
| Non-compete/Non-solicit | Post-termination non-compete and non-solicit for at least one year; perpetual confidentiality |
| Clawback | Financial Statement Compensation Recoupment Policy per NYSE/SEC 10D |
| Severance (Absent CiC) | Executive Separation Plan: for EVPs+ with 5+ years, two years of base salary continuation; benefits continuation capped at one year as of 1/1/2025 update |
| Change-in-Control (Double Trigger) | CEO: 3x base salary + target bonus lump sum; 3 years benefits; full acceleration of unvested equity upon termination ≤18 months post-CiC (performance-adjusted for PSUs); no excise tax gross-ups |
Deferred compensation and protection:
- Deferred Compensation Plan balance for Mr. Foster: $40,807,188 (aggregate balance at FYE 2024); 2024 aggregate earnings $5,925,379 .
- Pre-retirement life insurance benefit provided under the plan (component included in other compensation) .
Board Governance (Dual-role implications)
- Role: Chair, President, CEO; not independent .
- Board leadership: Combined Chair/CEO with Lead Independent Director (George E. Massaro); independent committee chairs; annual assessment of leadership structure .
- Committees: Member of Responsible Animal Use Committee and Strategic Planning & Capital Allocation Committee .
- Meeting cadence/attendance: 7 Board meetings in 2024; each director attended ≥75% of meetings; 10 of 11 attended the 2024 annual meeting .
Governance implications: The combined Chair/CEO role is balanced by an empowered Lead Independent Director and independent committee leadership; the Board annually reassesses this structure .
Compensation Committee Analysis
- Independent consultant: Pay Governance; no conflicts; advises on peer group, PSU calculations, pay-versus-performance disclosures, and market practices .
- Peer group methodology: Large, revenue-regressed proxy peer set blended with custom survey data; 37 proxy peers (e.g., TMO, IQV, IDXX) with size adjustment; planning updates (remove Syneos, add Fortrea) .
- Pay mix: For CEO, ~89.5% of target compensation is at-risk (LTI + bonus); base salary ~10.6% .
Say-on-Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 (proxy) | 94.9% support for named executive compensation |
| 2025 (meeting votes) | Advisory vote approved: For 40,218,870; Against 1,432,240; Abstain 102,252; Broker non-votes 2,209,405 |
| Shareholder outreach | Top 25 holders (60%+ of shares) engaged; broad support for program; continued enhancements communicated |
Related Policies and Risk Indicators
- Clawback and anti-hedging/pledging policies enforced .
- No single-trigger vesting in current equity plans .
- Legal/investigatory costs related to NHP supply chain reflected in non-GAAP adjustments; governance oversight via Responsible Animal Use Committee and annual NHP report disclosures .
Investment Implications
- Alignment: High proportion of CEO pay is performance-based via PSUs with EPS and rTSR, and options; 2022 PSU payout at 47.1% underscores downside sensitivity when rTSR underperforms .
- Retention risk: Employment term extended to 2027 with retirement-friendly vesting provisions; strong deferred comp balance enhances retention but may reduce mobility .
- Selling pressure: Multiple option tranches vest annually through 2028 and PSUs settle in Q1 2026/2027, creating potential periodic liquidity events; hedging/pledging prohibited .
- Change-of-control economics: 3x cash multiple and equity acceleration (double trigger) could be viewed as shareholder-aligned given performance conditioning on PSUs and absence of tax gross-ups .
- Governance: Combined Chair/CEO structure mitigated by strong independent oversight; recurring high say-on-pay support suggests investor acceptance of compensation alignment .