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Joseph W. LaPlume

Corporate Executive Vice President, Corporate Development & Strategy at CHARLES RIVER LABORATORIES INTERNATIONALCHARLES RIVER LABORATORIES INTERNATIONAL
Executive

About Joseph W. LaPlume

Corporate Executive Vice President, Corporate Development & Strategy at Charles River Laboratories (CRL); joined CRL in 2005, promoted to EVP in January 2019. Education: MBA and JD from Boston University; BA from Trinity College. Prior roles include corporate lawyer at GTECH and associate at Mintz Levin and Goulston & Storrs . 2024 company performance context: revenue declined 1.9% YoY and non-GAAP EPS was $10.32; PSU payouts tied to prior cycles were below target due to weak relative TSR (2022 grant paid 47.1% of target) .

Past Roles

OrganizationRoleYearsStrategic impact
Charles River LaboratoriesSenior Corporate Counsel → Deputy General Counsel2005–2010Supported legal/commercial execution as CRL scaled M&A program
Charles River LaboratoriesVice President, Corporate Development2011–2014Led corporate development; pipeline-building acquisitions
Charles River LaboratoriesSenior Vice President2014–2018Expanded remit across strategy/transactions
Charles River LaboratoriesCorporate Executive Vice President, Corporate Development & Strategy2019–presentOversees strategic planning and all corporate development across segments/geographies

External Roles

OrganizationRoleYearsStrategic impact
GTECH CorporationCorporate lawyerCommercial and transactional execution prior to CRL
Mintz LevinAttorney (private practice)Corporate/M&A legal advisory foundation
Goulston & StorrsAttorney (private practice)Corporate/M&A legal advisory foundation

Fixed Compensation

Component2024Notes
Base salary (paid)$557,975Summary Compensation Table
Base salary rate (effective 3/31/24)$562,380Approved 2/6/24, effective 3/31/24
Target bonus (% of salary)70%EVP plan target under EICP
Target bonus ($)$393,66670% of 2024 base rate; set 2/6/24
Actual 2024 cash bonus (paid Feb-2025)$159,238Company underperformance drove 40.45% payout

Performance Compensation

Annual Cash Incentive Plan (EICP) – 2024 outcome

MetricWeightTargetActualPayout %Resulting payout
CRL Revenue (FX-neutral)50%$4,307m$4,050m40.45%Proportional
CRL Operating Income (non-GAAP, FX-neutral)50%$911.9m$805.9m40.45%Proportional
Total100%40.45%$159,238

Design notes:

  • Common payout scales for executives; min 85% OI/90% revenue; max 200% of target .
  • No discretionary adjustments in 2024 .

Long-Term Incentives (granted May 31, 2024)

Award typeQuantity/RangePrice/TermsGrant-date fair value
Stock options4,797$208.44 strike; 4-year ratable vest$439,021
Time-based RSUs2,1114-year ratable vest$440,017
PSUs (target)1,967 (range 6,054–12,108)3-year; 1st-year non-GAAP EPS sets base; 3-yr relative TSR modifier$1,295,495

PSU mechanics and 2024 calibration:

  • Base Award from 1st-year non-GAAP EPS: 90.5% of target EPS ($10.32 vs $11.40) → Base Award 52.5% of target .
  • TSR modifier vs S&P 500 Health Care peers at 3-year end adjusts Base Award ±35% (min 65%, target 100%, max 135%), capping final at 200% of target .
  • 2022 PSU grant (vesting in 2024) paid 47.1% of target; rTSR ranked 10th percentile; share price fell ~50.4% over the period, aligning realizations with performance .

Equity Ownership & Alignment

ItemDetail
Beneficial ownership (3/21/2025)21,223 shares; includes 12,844 options exercisable within 60 days; <1% of shares outstanding
Outstanding unvested RSUs (12/28/2024)11,634 shares; value $2,165,785 at $186.16
Outstanding PSUs (unvested rights, 12/28/2024)17,400 units (mix of cycles; value $3,239,184 at $186.16)
Stock options outstanding (select tranches)6,685 @ $179.66 (exp. 5/29/2030); 2,607 (869 unexercisable) @ $337.99 (exp. 5/28/2031); 2,239 @ $244.41 (exp. 5/27/2032); 1,313 (3,939 unexercisable) @ $194.12 (exp. 5/26/2033); 4,797 unexercisable @ $208.44 (exp. 5/31/2034)
RSU vesting schedule (selected future dates)281 (5/28/2025); 414 (5/27/2025); 415 (5/27/2026); 547 (5/26/2025); 547 (5/26/2026); 6,771 (12/25/2026 one-time grant); 548 (5/26/2027); 527 (5/31/2025); 528 (5/31/2026); 528 (5/31/2027); 528 (5/31/2028)
Ownership guidelinesDirect reports to CEO: 3× base salary; current NEOs in compliance as of proxy date
Hedging/pledgingHedging and pledging prohibited by policy; none of the 621,783 officer/director shares pledged
Deferred Compensation Plan2024 employer credit $82,333; aggregate balance $960,810 (as of 12/28/2024)
Pre‑retirement death benefit$3,825,000 (via Deferred Compensation Plan provision)

Employment Terms

TopicTerms (LaPlume)
Severance (no change in control)Executive Separation Plan: for EVPs, pay continuity based on service. As of 1/1/2025 update: 1 year (<5 yrs) or 2 years (≥5 yrs) base salary; benefits continuation capped at 1 year; non‑compete/non‑solicit for 1 year .
Hypothetical termination value (no CIC, 12/28/2024)Involuntary not for cause: Cash $1,124,760; Benefits $71,339; Retirement (DCP) $725,928; Outplacement $50,000; Total $1,997,027 .
Change‑in‑control agreementsDouble‑trigger within 1 year: cash = 2× (base + target bonus); 24 months benefits; equity vests (PSUs prorated per performance); outplacement up to $75k; no excise tax gross‑up .
Hypothetical termination value (with CIC, 12/28/2024)Cash $1,912,092; Benefits $94,301; Equity $4,601,736; Retirement (DCP) $960,810; Other $50,000; Total $7,618,939 .
ClawbackNYSE/Exchange Act 10D-compliant financial restatement clawback policy .

Compensation Structure Analysis (alignment and pressures)

  • Pay mix heavily at‑risk: equity (PSUs/options/RSUs) plus EICP; 2024 EICP paid 40.45% of target after misses on revenue and operating income, evidencing downside sensitivity .
  • PSUs incorporate first‑year non‑GAAP EPS and three‑year relative TSR; 2022 PSU payout at 47.1% on 10th percentile rTSR and share price decline indicates realized pay tracking shareholder returns .
  • Prohibitions on hedging/pledging and robust ownership guidelines reinforce alignment; no pledging disclosed .
  • Peer benchmarking uses a regression‑adjusted, broad life sciences peer set; independent consultant Pay Governance engaged; say‑on‑pay support 94.9% in 2024 .

Performance & Track Record (select signals)

  • Corporate outcomes during tenure: CRL authorized $1.0B repurchase in Aug‑2024; repurchased $100.7M in 2024 .
  • Strategic M&A leadership: signed high‑impact acquisition agreements (e.g., Cognate BioServices—LaPlume executed as EVP on the merger agreement) .
  • 2024 macro headwinds: revenue −1.9% and non‑GAAP EPS $10.32 amid NHP supply disruptions and client spending caution, reflected in below‑target short‑ and long‑term incentive outcomes .

Say‑on‑Pay & Governance Context

  • Say‑on‑pay approval: 94.9% support at 2024 annual meeting; Board continues shareholder outreach on compensation and ESG topics .
  • Prohibitions and policies: hedging/pledging ban; clawback; double‑trigger equity on CIC; no 280G excise tax gross‑ups; 3× salary holding requirement for CEO direct reports .

Investment Implications

  • Incentive alignment and downside capture: 2024 EICP and 2022 PSU outcomes below target confirm pay sensitivity to operating underperformance and rTSR—limiting overpayment risk if macro softness persists .
  • Potential selling/vesting pressure: 2024–2028 schedules include ratable RSU/option vesting and PSU settlements; meaningful unvested equity (RSUs 11.6k; PSUs 17.4k units as of YE‑2024) could create episodic supply around vest dates, though policy bans hedging/pledging and ownership rules support retention .
  • Retention/CIC economics: Double‑trigger 2× cash plus full equity acceleration on a qualifying termination within 1 year of CIC (est. $7.6M package at 12/28/2024 valuations) reduces management turnover risk in strategic scenarios but adds potential take‑out costs .
  • Strategic execution risk: Corporate development track record is robust, but industry headwinds (client budget restraint, NHP supply issues) tie payout realizations to operational recovery and relative share performance (PSUs rTSR mod) .