Michael G. Knell
CHARLES RIVER LABORATORIES INTERNATIONALAbout Michael G. Knell
Michael G. Knell is Corporate Senior Vice President and Chief Accounting Officer of Charles River Laboratories and has served as interim Chief Financial Officer since September 29, 2025. He joined CRL in April 2017 and oversees Global Accounting, FP&A, Tax, financial reporting, and internal control design and operation (SOX), and he certified CRL’s Q3 2025 10-Q as principal financial and accounting officer; age 49, B.S. in Business Administration (SUNY Buffalo), and a Massachusetts CPA . Company performance context for incentive alignment: in FY2024, revenue declined 1.9%, operating cash flow was $734.6 million, GAAP diluted EPS decreased 97.8% (goodwill impairment), and non-GAAP diluted EPS fell 3.3% . The long-term PSU cycle ending in 2024 paid 47.1% of target due to below-target EPS and 10th percentile relative TSR, highlighting tight pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charles River Laboratories | Corporate Senior Vice President & Chief Accounting Officer; interim Chief Financial Officer (principal financial officer) | 2017–present (interim CFO effective 9/29/2025) | Leads global accounting, FP&A, tax, SEC reporting; designs/oversees internal controls; signed SOX 302/906 certifications for Q3’25 |
| Bruker Corporation | Chief Accounting Officer & VP Finance | 2012–2017 | Senior finance leadership at a major life sciences tools company |
| Ernst & Young LLP (Boston) | Various roles including Partner – Assurance Services | 1998–2011 | Led audit/assurance; public company reporting expertise |
External Roles
- No public company board roles or related-party transactions involving Mr. Knell were disclosed; none reportable under Item 404(a) as of his interim CFO appointment .
Fixed Compensation
- Mr. Knell was not a 2024 “named executive,” and his specific base salary/bonus for 2024/2025 was not disclosed. The 8-K announcing his interim CFO role stated that Item 5.02(c)(3) compensation information had not been determined at the time of filing .
Performance Compensation
- Charles River’s executive incentive design (context for Mr. Knell as an executive officer):
- Annual EICP: corporate metrics (Revenue and Operating Income) generally account for 50%/50% of weighting, with common payout scales; 2024 minimums at 90% of Revenue and 85% of OI; maximum payout 200% of target .
- LTI mix: typically PSUs (~60% of LTI value), stock options (~20%), RSUs (~20%); PSUs cliff-vest after three years on first-year non-GAAP EPS and three-year relative TSR (S&P 500 Health Care comparator), with overall cap at 200% .
2024 EICP corporate scorecard results (applied to named executives; shown for plan context)
| Metric | Weighting | Target | Actual | Payout (% of target) |
|---|---|---|---|---|
| CRL Revenue (FX-neutral) | 50% | $4,307 million | $4,050 million | 40.45% |
| CRL Operating Income (non-GAAP, FX-neutral; defined per CD&A) | 50% | $911.9 million | $805.9 million | 40.45% |
2024 PSU grant base-award calibration (company-wide PSU design; base award then adjusted by rTSR)
| PSU Metric (2024 Grant) | Target | Actual/Specifier | Result |
|---|---|---|---|
| 2024 non-GAAP EPS (first-year of cycle) | $11.40 | $10.32 (90.5% of target) | Base award 52.5% of target |
| rTSR adjustment (3-year) | 55th percentile = target | ≤30th pct / 55th pct / ≥75th pct | Final = Base × 65% / 100% / 135% (cap 200%) |
Governance features reinforcing alignment:
- No 280G tax gross-ups in CIC agreements; company-wide clawback policy compliant with NYSE/Exchange Act Section 10D; hedging and pledging of company stock prohibited .
Equity Ownership & Alignment
- Ownership guidelines: Direct reports to CEO must hold 3× base salary; Senior Vice President (not reporting to CEO) 2× base salary; VP 1×; executives have four years from attaining level to comply . Mr. Knell’s specific guideline multiple depends on reporting line (CAO typically not a direct CEO report); individual ownership was not separately disclosed in the 2025 proxy (only named executives/directors and the 16-person group total of 621,783 shares were shown) .
- Vesting and potential selling pressure: Options and RSUs vest in equal annual installments over four years; PSUs cliff-vest after three years based on EPS and rTSR; “full career retirement” provisions allow continued vesting at retirement only if age ≥55, ≥10 years of service, and age+service ≥70 with notice—based on disclosed age 49 and 2017 start, Mr. Knell would not meet these thresholds as of 2025, reducing near-term forced-selling pressure from retirement-triggered vesting .
- Hedging/pledging: Prohibited under CRL’s policy, mitigating misalignment and collateral-driven selling risk .
Employment Terms
Severance (Executive Separation Plan; updated effective Jan 1, 2025)
| Level | Years of Completed Service | Base Salary Continuation | Benefits Continuation | Restrictive Covenants |
|---|---|---|---|---|
| Senior Vice President | <5 years | 1 year | Continuation during severance period, capped at 1 year | 1-year non-compete and non-solicit required for eligibility |
| Senior Vice President | ≥5 years | 1 year | Continuation during severance period, capped at 1 year | 1-year non-compete and non-solicit required for eligibility |
- Change-in-control (CIC): CIC agreements (double-trigger) apply to Corporate Executive Vice President and above (not Senior Vice President); benefits include 2× salary+target bonus cash severance (3× for CEO), medical/perquisite continuation, option/RSU vesting and PSU vesting to extent performance satisfied, plus outplacement and legal fee coverage—no tax gross-ups .
- Clawback: Executives subject to recoupment in the event of a restatement due to material noncompliance .
Performance & Track Record
- Interim CFO transition: Appointed interim CFO on Sept 29, 2025; Board reaffirmed 2025 revenue and non‑GAAP EPS guidance at the time of announcement; he has been a “valuable member” since 2017 per CEO commentary .
- Controls and disclosure: Signed Q3 2025 SOX 302 and 906 certifications as principal financial and accounting officer, affirming responsibility for disclosure controls and internal control over financial reporting .
- Shareholder environment: Say‑on‑pay support was 94.9% in 2024; Company entered a Cooperation Agreement with Elliott Investment Management in May 2025, indicating enhanced governance engagement during 2025 .
- Incentive outcomes: For the 2022–2024 PSU cycle, payout was 47.1% due to below‑target EPS and 10th percentile rTSR; 2024 EICP corporate results paid at 40.45% of target to named executives, reflecting the challenging operating backdrop .
Investment Implications
- Alignment/retention: Knell’s role centers on financial reporting quality and controls; clawback, anti‑hedging/pledging, and multi‑year equity vesting structure support alignment and mitigate near‑term selling pressure. He does not meet “career retirement” vesting criteria, reducing risk of accelerated equity vesting from retirement in the near term .
- Incentive sensitivity: Company EICP and PSU frameworks are tightly linked to operating results (revenue, OI, EPS) and rTSR; recent below‑target payouts demonstrate variable pay responsiveness, a positive for pay‑for‑performance investors but a retention consideration amid headwinds .
- Downside protection vs. CIC: As a Senior Vice President, Knell is covered by the Executive Separation Plan (one year salary + benefits continuation up to one year, with 1‑year non‑compete), but not by the enhanced CIC severance reserved for EVP+—a moderate retention profile that could tighten if he becomes permanent CFO (and EVP) .
- Governance backdrop: The 2025 CFO transition, ongoing cost optimization, and an activist cooperation agreement suggest elevated scrutiny on execution; his SOX certifications and control remit are central to sustaining investor confidence through the transition .