Paul Graves
CHARLES RIVER LABORATORIES INTERNATIONALAbout Paul Graves
Paul W. Graves (age 54) joined Charles River Laboratories’ Board in May 2025 and is Chief Executive Officer of Rio Tinto Lithium (formerly Arcadium Lithium, formed via Livent–Allkem merger) . He previously served as CEO of Livent (2018–2024), EVP & CFO of FMC Corporation (2012–2018), and was a partner/managing director at Goldman Sachs with leadership roles in Natural Resources and Chemical Investment Banking; he is a Chartered Accountant (ACA) with a BA in Accounting & Finance from Nottingham Trent University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Livent | President & Chief Executive Officer | 2018–2024 | Led growth and strategic path to Arcadium merger |
| FMC Corporation | EVP & Chief Financial Officer | 2012–2018 | Financial leadership of a global chemicals company |
| Goldman Sachs | Partner/Managing Director (Natural Resources Asia; Global Head of Chemical IB; Global Head of Agricultural IB) | Joined 2000; senior roles pre-2012 | Led Pan-Asian Natural Resources IB; global sector leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rio Tinto Lithium (formerly Arcadium Lithium) | Chief Executive Officer | 2025–present | Arcadium acquired by Rio Tinto in Mar-2025; Graves leads lithium unit |
| Arcadium Lithium plc | Director | Jan 2024–Mar 2025 | Board service until acquisition by Rio Tinto |
| Livent | Director | 2018–2024 | Board and CEO roles during spin/merger |
| Lydall | Director (prior) | Not disclosed | Prior public board experience |
Board Governance
- Committee assignments: Chair, Strategic Planning & Capital Allocation Committee (SPCAC); member, Audit Committee .
- Strategic review mandate: SPCAC tasked to conduct a comprehensive strategic review; cooperation agreement with Elliott Investment Management (largest investor) announced May 7, 2025 .
- Independence: Company stated post-appointment board will comprise 11 directors, 9 independent; Audit Committee members are independent under NYSE/SEC rules .
- Lead independent director: Martin W. Mackay appointed Lead Independent Director effective 2025 changes .
- Attendance: 2025 attendance for Graves not yet disclosed; board expects 75%+ meeting attendance and reported 75%+ for all directors in 2024 .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | Standard board service fee |
| Audit Committee membership fee | $5,000 | Recognizes additional meetings |
| Committee chair fees | $20,000 (CGNC, RAUC, STC, SPCAC, Finance); $25,000 (Audit); $20,000 (Compensation) | SPCAC Chair eligible for $20,000 |
| Lead Director fee | $45,000 | Not applicable to Graves |
| Equity (annual) | Intended value ≈ $255,500; issued half RSUs/restricted stock and half stock options | New directors receive pro rata initial equity intended value ≈ $255,500 |
| Cash-to-RSU election | Directors may elect to receive cash fees in equivalent value RSUs | Enhances alignment; optional deferral |
| Director RSU/Option deferral | Non-Employee Directors’ Deferral Plan allows deferral up to 5 years or until retirement | Tax-efficient alignment |
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None; director equity grants are time-based RSUs and options (no performance conditions) |
| Equity plan cap | 2018 Incentive Plan caps non-employee director total compensation at $800,000 per year (equity grant date fair value plus cash), excluding initial awards (≤$600,000) |
| Award structure | Full-value awards (RSUs) and options; plan uses fungible pool (RSU counts as 2.3 units; options as 1.0 unit) |
Other Directorships & Interlocks
| Entity | Relationship to CRL | Potential Interlock/Conflict |
|---|---|---|
| Rio Tinto Lithium (CEO) | Mining/lithium materials; no disclosed commercial ties to CRL’s biopharma CRO operations | Low apparent operational overlap; no related-party transactions disclosed |
Expertise & Qualifications
- Deep finance and capital markets expertise (former FMC CFO; ex-Goldman Sachs sector head), and operational leadership as CEO in lithium industry .
- Technical and transaction experience aligned with SPCAC mandate (capital allocation, acquisitions, portfolio strategy) .
- Education: BA in Accounting & Finance; Chartered Accountant (ACA) .
Equity Ownership
| Security | Amount Owned | Ownership Form | Filing/Date |
|---|---|---|---|
| Common Stock | 0 | Direct | SEC Form 3 filed May 29, 2025 |
| Derivatives (options/RSUs) | None reported | — | SEC Form 3 filed May 29, 2025 |
| Ownership guideline | Directors must hold vested CRL stock equal to 5× cash retainer; new directors have 5 years to comply | Alignment requirement |
Governance Assessment
- Positive signals: Appointment as SPCAC Chair positions an experienced finance operator to lead the strategic review under a cooperation agreement with Elliott, indicating responsiveness to shareholder input and a focus on capital allocation discipline . Audit Committee membership adds financial oversight depth; company identifies multiple Audit Committee “financial experts” and emphasizes independence and risk oversight .
- Alignment/incentives: Directors can elect RSU in lieu of cash and defer equity, with a meaningful stock ownership guideline (5× retainer), supporting long-term alignment; initial Form 3 showed no CRL share ownership yet, typical for new appointments, with a five-year runway to meet guidelines .
- Independence/conflicts: Board composition moves to nine independent directors; Graves’ external CEO role in lithium mining shows minimal operational overlap with CRL’s CRO services; no related-party transactions disclosed; hedging/pledging prohibited under Insider Trading Policy .
- Watch items/RED FLAGS: Strategic review alongside activist cooperation elevates expectations for portfolio changes and capital return; monitor SPCAC recommendations, any director equity deferrals/elections, and future Forms 4 for ownership accumulation; confirm Audit Committee independence disclosures for 2025 including new members and track attendance once reported .