Martin W. Mackay
CHARLES RIVER LABORATORIES INTERNATIONALAbout Martin W. Mackay
Independent director of Charles River Laboratories since July 2017; age 69 as of the 2025 annual meeting. Ph.D. scientist and senior biopharma R&D leader: former Global Head/Chief of R&D at Alexion (2013–2017) and President of R&D at AstraZeneca (2010–2013). Co‑founder of Rallybio Corporation; served as CEO (2018–2023), Executive Chair (2023–2024), and currently Non‑Executive Chair. Other public boards include Novo Nordisk (director since March 2018) and SpringWorks Therapeutics (director since 2024). Determined independent by CRL’s Board under its Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | Global Head of Research & Development | May 2013 – June 2017 | Led R&D; overall accountability for pipeline delivery. |
| AstraZeneca PLC | President of R&D | July 2010 – January 2013 | Led global R&D; pipeline accountability. |
| Rallybio Corporation | Co‑Founder; CEO; Executive Chair; Non‑Executive Chair | CEO 2018–2023; Executive Chair 2023–2024; Non‑Executive Chair current | Strategic and scientific leadership at rare-disease biotech. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novo Nordisk | Director | Since March 2018 | Not disclosed by CRL. |
| SpringWorks Therapeutics | Director | Since 2024 | Not disclosed by CRL. |
| 5:01 Acquisition Corp. | Director | Oct 2020 – Apr 2022 | SPAC board service. |
Board Governance
- Committee assignments and chair roles:
- Chair, Responsible Animal Use Committee (RAUC). RAUC met 2 times in 2024; members include Mackay (Chair), Andrews, Kochevar, Thompson, and Foster.
- Member, Science and Technology Committee (STC). STC met 3 times in 2024; members include Andrews (Chair), Kochevar, Mackay, Thompson, and Llado.
- Member, Finance Committee (dissolved Feb 2025). Finance Committee met 1 time in 2024; members were Wallman (Chair) and Mackay. Responsibilities reallocated to Audit and Strategic Planning & Capital Allocation Committees.
- Independence: Board determined 10 of 11 directors are independent; Foster not independent as CEO. Mackay is among the independent directors.
- Attendance: Board held 7 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting.
- Years of service on CRL board: since 2017 (medium‑tenured cohort).
- Lead Independent Director: George E. Massaro. Board conducts executive sessions led by the Lead Director.
- Governance safeguards: majority voting/resignation policy; proxy access; mandatory retirement age; committee independence; stock ownership requirements; prohibition on hedging/pledging.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual base cash retainer | 65,000 | Standard non‑employee director cash retainer. |
| RAUC Chair fee | 20,000 | Chair fees paid for RAUC leadership. |
| Total cash fees (reported) | 85,000 | Mackay elected to receive cash retainers in RSUs instead of cash. |
- Audit Committee membership fee: only Audit members receive $5,000 due to additional meetings; Mackay is not an Audit member.
Performance Compensation
| Equity Grant (2024) | Grant-Date Fair Value ($) | Form | Grant Timing | Vesting/Terms |
|---|---|---|---|---|
| Annual equity grant | 127,750 | RSUs | May 2024 | Standard director policy; half RSUs/half options for 2024 cohort. Specific director vesting terms not separately disclosed. |
| Annual equity grant | 127,750 | Stock Options | May 2024 | Options priced at grant under ASC 718; Black‑Scholes used. |
- Director equity policy: intended annual value ≈$255,500; initial pro‑rated award upon joining; 2024 grants issued half RSUs and half options (ASC 718; Black‑Scholes). Annual cap: combined cash + equity ≤$800,000 per year; initial award ≤$600,000.
- Deferral: Non‑Employee Directors Deferral Plan allows deferral of RSUs up to 5 years or until retirement.
- Note: CRL’s performance‑conditioned PSU design applies to executives, not directors; no performance metrics are disclosed for director compensation.
Other Directorships & Interlocks
| External Board | Potential Interlock/Counterparty Relationship | Independence/Controls |
|---|---|---|
| Novo Nordisk; SpringWorks Therapeutics; Rallybio | These entities are in biopharma/biotech sectors that may engage CRO services. Specific transactions with CRL not disclosed in proxy. | Audit Committee administers Related Persons Transaction Policy; Board reviewed sales/purchases with organizations tied to directors and found amounts below materiality thresholds (greater of $1M or 2% of revenue); independence affirmed. |
| 5:01 Acquisition Corp. (former) | SPAC board through Apr 2022 | No ongoing interlock; independence unaffected. |
- Outside board service limits: directors generally may not serve on >5 other public company boards; Audit Committee members limited to three audit committees. Mackay’s disclosed public boards (Novo Nordisk, SpringWorks, Rallybio) are within limits; he is not an Audit Committee member at CRL.
Expertise & Qualifications
- Deep R&D leadership experience across global pharma and biotech; scientific literacy aligned to CRL’s science and technology oversight.
- Skills matrix attributes: industry, senior business management, business development/corporate strategy, international business management, R&D/scientific, risk management.
- Role fit: Provides insights into non‑clinical drug development, pipeline delivery, and scientific risk oversight on STC and RAUC.
Equity Ownership
| Beneficial Ownership (as of Mar 21, 2025) | Shares | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Common stock beneficially owned | 20,713 | <1% | Includes 8,182 options exercisable within 60 days and 931 RSUs vesting within 60 days. |
| Unvested RSUs (as of Dec 28, 2024) | 931 | — | Director RSU balance. |
| Stock options outstanding (as of Dec 28, 2024) | 8,182 | — | Director option balance. |
| Pledging/Hedging | None pledged in aggregate; hedging/pledging prohibited by policy | — | Insider Trading Policy prohibits derivatives, hedging, pledging; beneficial ownership table notes none pledged for group holdings. |
| Director stock ownership guideline | 5× cash retainer | — | Directors must hold vested stock equal to 5× retainer; newly elected have 5 years; as of proxy date, all with ≥3 years service comply with prior requirement. |
Governance Assessment
- Strengths:
- Independent director with deep R&D and scientific oversight; chairs RAUC and serves on STC—directly aligned to CRL’s scientific and animal use governance priorities.
- High alignment via equity compensation; elected RSUs in lieu of cash retainers; subject to robust stock ownership guidelines; no pledging/hedging.
- Attendance and engagement meet Board standards; committee leadership indicates active oversight.
- Related party safeguards: Audit Committee oversight; independence re‑evaluated annually; transactions with affiliated organizations below materiality thresholds.
- Potential watch‑items (not red flags):
- Multiple external public boards in biopharma/biotech (Novo Nordisk, SpringWorks, Rallybio) could create situational conflicts if material CRL engagements exist; CRL’s policy/process mitigates via Related Persons Transaction Policy and independence thresholds. No specific conflicted transactions disclosed.
- Finance Committee dissolved in Feb 2025; continuity of financial oversight moves to Audit and Strategic Planning & Capital Allocation—monitor transition effectiveness.
- Broader confidence signals:
- Strong say‑on‑pay support for executive compensation program in 2024/2025 (≈94.9%–95%), indicating shareholder confidence in governance broadly.
Appendix: Director Compensation Detail (2024)
| Metric | Value |
|---|---|
| Fees Earned or Paid in Cash | 85,000 |
| Stock Awards (RSUs) | 127,750 |
| Option Awards | 127,750 |
| Total | 340,500 |
| Election to receive cash retainers in RSUs | Yes |
| Director equity policy intended annual value | ≈255,500 (RSUs + options; half each) |
| Annual cap on director comp (cash + equity) | $800,000 |
| Deferral plan (RSUs deferrable) | Up to 5 years or until retirement |
Appendix: Committee Activity (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Responsible Animal Use (RAUC) | Chair | 2 | Oversight of responsible animal utilization, governance, and stakeholder messaging. |
| Science & Technology (STC) | Member | 3 | Oversight of scientific programs, emerging trends, risk/benefit of technologies. |
| Finance Committee (dissolved) | Member | 1 | Dissolved Feb 2025; responsibilities reallocated to Audit and Strategic Planning & Capital Allocation. |
Appendix: Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | All directors/officers complied; sole late filing related to Mr. Wallman (gift) due to administrative oversight. No issues reported for Mackay. |