Nancy C. Andrews
CHARLES RIVER LABORATORIES INTERNATIONALAbout Nancy C. Andrews
Nancy C. Andrews, M.D., Ph.D., age 66, has served as an independent director of Charles River Laboratories since February 2020. She is Executive Vice President and Chief Scientific Officer at Boston Children’s Hospital (since Dec 2021) and Professor in Residence at Harvard Medical School (since Nov 2023), with prior leadership roles as Dean of Duke University School of Medicine and Vice Chancellor for Academic Affairs. She is an elected member of the American Academy of Arts and Sciences, National Academy of Medicine, and National Academy of Sciences (currently serving as Home Secretary). Her board tenure and scientific leadership provide strong oversight for CRL’s R&D and ethics agenda .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke University School of Medicine | Dean; Vice Chancellor for Academic Affairs | 2007–2017 | Led medical school and academic affairs; endowed chair 2013–2020 |
| Harvard Medical School | Dean for Basic Sciences & Graduate Studies; Professor of Pediatrics | 2003–2007 | Directed MD/PhD program and MSTP grant; oversight of graduate science programs |
| Howard Hughes Medical Institute | Biomedical Research Investigator | 1993–2006 | Conducted advanced biomedical research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis International AG | Director | Current | Board oversight at global pharma; potential interlock to monitor |
| Maze Therapeutics | Director | Current | Governance at biotech focused on genetic diseases |
| Dyne Therapeutics | Scientific Advisory Board member | Current | Scientific guidance on therapeutic programs |
| National Academy of Sciences | Home Secretary | Current | Leadership position in national scientific body |
| MIT Corporation | Executive Committee (prior) | Prior | Governance at MIT; prior executive committee service |
| American Academy of Arts and Sciences | Chair of Board (prior) | Prior | Non-profit governance leadership |
| Burroughs Wellcome Fund | Chair of Board (prior) | Prior | Oversight of biomedical research funding |
| NIH Scientific Management Review Board | Member (prior) | Prior | Federal research oversight |
Board Governance
- Committee assignments: Chair, Science and Technology Committee; Member, Responsible Animal Use Committee; Member, Corporate Governance & Nominating Committee .
- Independence: Board determined ten of eleven directors (including Dr. Andrews) are independent under CRL’s Director Qualification Standards .
- Attendance/engagement: In 2024, the Board met seven times; each director attended ≥75% of Board and committee meetings; ten of eleven attended the 2024 Annual Meeting .
- Board leadership context: Lead Independent Director is George E. Massaro; executive sessions of independent directors occur after regularly scheduled Board meetings .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Notes | 2024 base director cash fee $65,000; STC Chair fee $20,000; no meeting fees; audit committee members (not Dr. Andrews) receive $5,000; chair fees apply per committee . |
Performance Compensation
| Equity Component (2024) | Grant Date Fair Value (USD) | Structure/Terms |
|---|---|---|
| Stock Awards (RSUs) | $127,750 | Annual director equity split: ~50% RSUs; time-based vesting; directors may elect to receive cash retainers in equivalent RSUs and defer up to 5 years or until retirement . |
| Option Awards | $127,750 | ~50% stock options; option pricing via Black-Scholes; time-based vesting; annual intended value of director equity approx $255,500 . |
| Annual Equity Policy Cap | N/A | Aggregate annual director compensation (cash + equity grant-date value) capped at $800,000; initial appointment equity up to $600,000 . |
No director PSUs or performance-conditioned equity are disclosed; director equity grants are time-based (RSUs and options) without explicit performance metrics .
Other Directorships & Interlocks
| Company | Relationship to CRL | Potential Interlock/Conflict Notes |
|---|---|---|
| Novartis International AG | Large global pharma; typical CRL client profile | Independence analysis reviews director affiliations; transactions/charitable contributions must be below materiality thresholds; related person transactions overseen by Audit Committee; no material related-party exposure disclosed for Dr. Andrews . |
| Maze Therapeutics | Biotech | Same governance safeguards; no related-party transaction disclosed . |
| Dyne Therapeutics (SAB) | Biotech | Advisory role; independence framework applies; no related-party transaction disclosed . |
Expertise & Qualifications
- Deep scientific and R&D leadership in oncology, genetics, pediatrics; aligns with CRL’s science-heavy portfolio and oversight needs .
- Governance and ethics experience across leading academic/non-profit boards; strengthens committee work on CGNC and RAUC .
- Skill matrix highlights R&D/Scientific and Human Capital Management among CRL’s board capabilities mix .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (as of Mar 21, 2025) | 11,843 shares; less than 1% of shares outstanding |
| Options Exercisable within 60 Days | 8,825 |
| RSUs Vesting within 60 Days | 559 |
| Unvested RSUs (as of Dec 28, 2024) | 559 |
| Options Held (as of Dec 28, 2024) | 8,825 |
| Pledged Shares | None for the directors/executives group; “None of the 621,783 shares reflected have been pledged as security” |
| Ownership Guidelines | Directors: 5x annual cash retainer; compliance expected within 5 years (prior requirement applies during transition). All directors with ≥3 years’ service are in compliance with prior requirement . |
Insider Trades
- We attempted to fetch Form 4 insider transactions using the insider-trades skill for “Andrews” at CRL covering 2024–11/19/2025; the request returned unauthorized (HTTP 401), so recent transactional details could not be retrieved. We relied on the proxy’s beneficial ownership disclosures and option/RSU tables above [insider-trades skill; tool attempt noted].
- Company-level Section 16(a) compliance: all officers/directors complied in 2024 except a late Form 4 for Richard F. Wallman due to administrative oversight; no issues mentioned for Dr. Andrews .
Governance Assessment
- Strengths for board effectiveness: Chairs the Science & Technology Committee (core to CRL’s strategy and risk in advanced modalities) and serves on RAUC and CGNC, indicating active oversight of scientific investments, animal use ethics, and governance standards .
- Independence and attendance: Independent status and ≥75% attendance demonstrate engagement; independent committee chairs and executive sessions strengthen oversight .
- Alignment: Director equity mix (RSUs/options), stock ownership requirements (5x cash retainer), and deferral program support long-term alignment without performance-conditioned awards; prohibition on hedging/pledging reduces red-flag risk .
- Conflicts/related party exposure: Dr. Andrews’ external board roles (e.g., Novartis AG) are subject to CRL’s independence standards and Related Persons Transaction Policy administered by the Audit Committee; the 2024 independence review found no material relationships above thresholds (greater of $1 million or 2% of revenue) for non-employee directors .
- RED FLAGS: None disclosed specific to Dr. Andrews (no pledging; no perquisites >$10,000; no delinquent Section 16 filings). Continue monitoring for interlocks with major clients (e.g., Novartis) and RAUC oversight given industry scrutiny of NHP supply; CRL has established RAUC governance to address these areas .