Mark Enyedy

About Mark Enyedy

Mark Enyedy is a non-employee director of Charles River Laboratories (CRL), appointed on May 20, 2025, and designated to the Corporate Governance & Nominating Committee and the Strategic Planning & Capital Allocation Committee (SPCAC). He brings nearly three decades of biotechnology general management, business development, and legal experience, including service as CEO of ImmunoGen (2016–2024), EVP & Head of Corporate Development at Shire, CEO/director of Proteostasis, and senior operating roles at Genzyme; he holds a J.D. from Harvard Law School and a B.S. from Northeastern University .

Past Roles

External Roles

Board Governance

• Committee assignments: Enyedy was appointed to the Corporate Governance & Nominating Committee (CGNC) and SPCAC; SPCAC includes Barg, Enyedy, and Graves (Chair) .
• Board composition and independence: After the May 2025 appointments, CRL’s Board consists of eleven directors, nine of whom are independent; Martin Mackay is Lead Independent Director; Nancy Andrews chairs CGNC; Reshema Kemps‑Polanco chairs Compensation; Virginia Wilson chairs Audit .
• CGNC responsibilities include director nominations, director compensation oversight, governance guidelines, ESG oversight, and shareholder engagement; CGNC met two times in 2024 (three times in 2023; four times in 2022) .
• Compensation Committee responsibilities include CEO/executive pay oversight, program design, risk assessment, and administering clawbacks; it met four times in 2024 .
• Voting & resignation policy: Majority voting in uncontested elections with mandatory resignation if a nominee fails to receive a majority; directors serve until the next annual meeting .
• Attendance: Expectation of attendance; all directors attended over 75% of meetings in 2024 (Enyedy joined in 2025) .

Fixed Compensation

• Directors can elect to receive cash retainers as equivalent‑value RSUs; Non‑Employee Directors’ Deferral Plan allows RSU deferral up to five years or until retirement .
• Annual director compensation cap: $800,000 per year (equity grant date value plus cash), excluding initial director awards (up to $600,000) .

Performance Compensation

• No performance metrics or PSUs disclosed for director equity awards; grants are RSUs and options valued per ASC 718/Black‑Scholes .

Other Directorships & Interlocks

Expertise & Qualifications

• Biotech CEO experience (ImmunoGen), strategic M&A/capital markets leadership, and corporate development expertise (Shire); deep operating experience at Genzyme across multiple therapeutic areas .
• Legal training and governance experience; currently serves on BioMarin’s board; prior board service across multiple public biopharma companies .
• Academic credentials: J.D., Harvard Law School; B.S., Northeastern University .

Equity Ownership

• As a May 2025 appointee, Enyedy falls under the 5‑year window; specific beneficial ownership amounts were not disclosed in the 2025 proxy/8‑Ks .

Governance Assessment

• Positives: Fresh independent perspectives added to Board; seasoned operator with CEO experience; assigned to CGNC and SPCAC where his deal and capital allocation expertise are relevant; strong governance infrastructure (majority voting; ownership guidelines; independent committee chairs; clawback policy); compensation consultant independence affirmed (Pay Governance) .
• Watch items/RED FLAGS: Activist involvement via Cooperation Agreement and rights to replace Investor Designated Directors; permitted communications with Elliott could create information‑flow sensitivities; confidentiality carve‑outs exist (particularly for the Investor Director), requiring rigorous adherence to fiduciary duties and Company Policies .
• Structural mitigants: Standstill/voting commitments constrain Elliott’s tactics during the Cooperation Period; Company Policies apply equally to Investor Designated Directors; no Item 404(a) related‑party transactions for new directors reported .

Say‑on‑Pay & Shareholder Feedback

• Director elections: Seven directors were elected; subsequent Board appointments included Enyedy to fill one of four vacancies (not standing for election at the meeting) .
• PETA shareholder proposal did not pass (For: 3,457,547; Against: 38,051,509; Abstain: 244,306; Broker Non‑Votes: 2,209,405) .

Director Compensation (Structure Overview)

Related Party & Conflicts

• No transactions since the beginning of the prior fiscal year, nor currently proposed, requiring Item 404(a) disclosure for the Cooperation Agreement Directors .
• Cooperation Agreement prohibits Elliott from compensating Investor Designated Directors in connection with their Board service (other than ordinary‑course employment arrangements for the Investor Director, not applicable to Enyedy) .
• Company Policies apply to confidentiality, trading, conflicts, and resignation policies; Investor Designated Directors may communicate with Elliott subject to fiduciary duties and confidentiality requirements .

Committee Activity Context

Overall, Enyedy’s appointment adds experienced operator and dealmaker expertise to governance and strategic oversight. The activist framework introduces engagement and information‑sharing dynamics that require disciplined compliance with Company Policies and fiduciary duties, mitigated by standstill/voting commitments and independent committee leadership .