Reshema Kemps-Polanco

About Reshema Kemps-Polanco

Reshema Kemps-Polanco (age 52) is an independent director of Charles River Laboratories (CRL) since January 2024. She is Executive Vice President and Chief Commercial Officer of Novartis US, with 25+ years of life sciences leadership at Novartis and Johnson & Johnson. Board tenure: ~1.8 years as of May 2025. Core credentials: large-scale commercialization across multiple therapeutic areas, sales and marketing leadership, and senior operating experience in top-10 global pharma companies .

Past Roles

External Roles

Board Governance

• Independence: CRL’s Board determined 10 of 11 nominees are independent; Ms. Kemps-Polanco is among the independent directors .
• Committees: Member, Compensation Committee (chair: Richard F. Wallman); Member, Strategic Planning & Capital Allocation Committee (chair: Robert Bertolini) .
• Attendance: In 2024, the Board met 7 times; each director attended ≥75% of Board and committee meetings. Ten of eleven attended the 2024 Annual Meeting .
• Lead Independent Director: George E. Massaro; independent directors hold executive sessions after regular Board meetings led by the Lead Director .
• Committee cadence: Compensation Committee met 4 times; Strategic Planning & Capital Allocation Committee met 5 times in 2024 .

Fixed Compensation (Director)

Director compensation structure (policy-level):

• Base annual cash fee: $65,000; additional $5,000 for Audit Committee membership; chair premia: $20,000 (most committees), $25,000 (Audit), $45,000 (Lead Director); no meeting fees .
• Equity policy: Intended ~$255,500 upon initial appointment (pro rata), and ~$255,500 annually post-annual meeting; issued 50% RSUs and 50% options in 2024; directors may elect to receive cash retainers as RSUs; deferral plan allows RSU deferrals up to 5 years or until Board retirement .
• Cap: Non-employee director total annual cash+equity ≤$800,000; initial equity award ≤$600,000 .
• Ownership requirement: Directors must hold vested stock equal to 5x cash retainer; new directors have five years to comply .

Performance Compensation

• Not applicable; CRL director equity grants are time-based (RSUs and options). No performance metrics or PSU-linked director awards are disclosed for non-employee directors .

Other Directorships & Interlocks

Independence and related-party screening:

• The Board evaluated transactions with organizations where non-employee directors serve as executive officers; amounts were below the greater of $1 million or 2% of the organization’s revenue in the most recent year, supporting independence determinations .

Expertise & Qualifications

• Large-scale U.S. commercialization leadership across multiple therapeutic areas; deep sales/marketing expertise .
• Senior executive experience at two top-10 global pharmaceutical companies (Novartis, J&J) .
• 25+ years in life sciences sector; board service in health policy and industry leadership organizations .
• Skills matrix highlights human capital management and senior business management strengths; industry experience in biopharma .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with robust commercial expertise relevant to CRL’s client base; adds market access and go-to-market rigor to Board discussions .
  • Active roles on Compensation Committee and Strategic Planning & Capital Allocation Committee, aligning with human capital oversight and capital deployment discipline .
  • Attendance standard met; Board and committee effectiveness reinforced by annual evaluations and executive sessions led by the Lead Independent Director .
  • Director pay mix emphasizes equity with ability to defer RSUs; strong ownership requirements promote alignment; hedging/pledging prohibited .

• Potential conflicts and mitigants

  • Executive role at Novartis US could create perceived conflicts given CRL’s significant biopharma client exposure; the Board’s independence review evaluates sales/purchases with organizations of directors’ employment and concluded amounts below materiality thresholds (greater of $1 million or 2% of revenues), supporting independence .
  • Membership on capital allocation and compensation committees heightens need for continued conflict monitoring; CRL’s Related Persons Transaction Policy administered by the Audit Committee provides additional oversight .

• Signals affecting investor confidence

  • Strong say-on-pay support (≈95% in 2024; 94.9% noted) indicates shareholder alignment with governance and compensation frameworks .
  • No delinquent Section 16 filings for Ms. Kemps-Polanco; overall group compliance (one late Form 4 for another director) limits regulatory risk perception .
  • Director compensation within policy caps; equity awards time-based with “double-trigger” change-in-control vesting, avoiding shareholder-unfriendly single-trigger acceleration .

RED FLAGS to Monitor

• Ongoing related-party exposure due to her Novartis executive position (client relationships) warrants continued Board-level transaction review each year; current thresholds were not exceeded in 2024 but sustained vigilance is prudent .
• Concentration of committee responsibilities (SPCAC and Compensation) amplifies governance influence; ensure continued disclosure of attendance and independence determinations in future proxies .