Steven Barg
CHARLES RIVER LABORATORIES INTERNATIONALAbout Steven Barg
Steven Barg is Global Head of Engagement at Elliott Investment Management and was appointed to Charles River Laboratories’ Board on May 20, 2025; he brings 30 years of investment banking experience with deep M&A and capital markets expertise, including founding Goldman Sachs’ Global Activism and Shareholder Advisory practice. He holds an MBA from Stanford and a BA from Wesleyan, and previously served on public company boards in the CDMO/CRO and healthcare supply chain sectors . The Board announced that following the new appointments it will comprise eleven directors, nine of whom are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Investment Management | Global Head of Engagement | Feb 2020–present | Shareholder engagement; governance negotiations; capital markets |
| Goldman Sachs | Participating Managing Director; founded Global Activism & Shareholder Advisory; founded M&A Capital Markets; ran Asian ECM | Multiple roles over 30 years | Leadership on Asian and Global Equity Commitments; diversity head for IBD; built activism advisory capability |
| UBS; Credit Suisse | Managing Director, Equity Capital Markets | Prior to Goldman | Posts in New York, Hong Kong, London; ECM leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health | Director (prior) | Not disclosed | Public healthcare board experience |
| Catalent | Director (prior) | Not disclosed | CDMO/CRO space board experience |
Board Governance
- Appointment and term: Appointed May 20, 2025; term through the 2026 Annual Meeting .
- Committees:
- Compensation Committee member (Reshema Kemps‑Polanco is Chair) .
- Strategic Planning and Capital Allocation Committee member; Paul Graves is Chair; committee will lead a comprehensive strategic review with two Investor Designated Directors included .
- Anticipated broader committee distribution: Enyedy to Corporate Governance & Nominating; Graves to Audit; Ceesay to New Approach Methodologies & Science (NAMS) .
- Independence/board composition: Board will have 11 directors, 9 independent; the company maintains independent committee chairs and a Lead Independent Director (Martin Mackay) .
- Attendance expectations: Directors are expected to attend ≥75% of meetings; in 2024 each director met that threshold and 10 of 11 attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual base cash retainer | $65,000 | Directors may elect to receive cash retainers in RSUs of equivalent value . |
| Audit Committee membership fee | $5,000 | Additional cash for Audit Committee members . |
| Committee Chair fees | $20,000–$25,000 | $25,000 Audit; $20,000 for Compensation, Corporate Governance & Nominating, Finance (dissolved Feb 2025), Responsible Animal Use, Science & Technology, Strategic Planning & Capital Allocation . |
| Initial equity award for new directors | Intended value ~$255,500 | Issued 50% RSUs, 50% stock options; pro‑rated based on months of service; granted first day of month after appointment . |
| Annual director equity grant | Intended value ~$255,500 | 50% RSUs, 50% options (Black‑Scholes); subject to annual meeting timing . |
| Annual cap | $800,000 aggregate cash+equity per year; initial award cap $600,000 | Under the Amended and Restated 2018 Incentive Plan . |
Performance Compensation
- Charles River does not disclose performance‑conditioned pay for non‑employee directors; equity grants are time‑based RSUs and stock options (no PSUs for directors) .
Other Directorships & Interlocks
| Company | Sector Linkage | Potential Interlock/Notes |
|---|---|---|
| Cardinal Health (prior) | Healthcare distribution/supply chain | Prior public board service in healthcare . |
| Catalent (prior) | CDMO/CRO | Prior board service in adjacent outsourcing sector . |
Related party and conflicts: The company disclosed no transactions since the beginning of the last fiscal year (or currently proposed) regarding the Cooperation Agreement Directors that require Item 404(a) disclosure . The Investor Director may share confidential Company information with Elliott under a confidentiality agreement; director remains subject to company policies on conflicts and confidentiality .
Expertise & Qualifications
- Deep capital markets and M&A execution expertise; founded and led activism advisory practice at Goldman Sachs, relevant for capital allocation and strategic alternatives oversight .
- Prior governance roles across healthcare distribution and CDMO/CRO boards; adds sector and operational perspective to strategy deliberations .
- Legal/committee governance structure familiarity through activism/advisory background; expected to contribute to Compensation Committee oversight and strategic review .
- Education: MBA (Stanford); BA (Wesleyan) .
Equity Ownership
- Ownership guidelines: Directors must hold vested Company stock equal to 5× the annual cash retainer; new directors have 5 years to comply; directors may defer RSUs up to 5 years or until retirement .
- Hedging/pledging prohibited: Company policy forbids hedging and pledging of Company stock by directors and executives; trading subject to Insider Trading Policy and Rule 10b5‑1 plans only .
- Beneficial ownership: No individual beneficial ownership for Steven Barg disclosed in the 2025 proxy (appointment occurred after record date); Elliott was described as Charles River’s largest investor in the May 7, 2025 press release .
Governance Assessment
-
Positives
- Board refresh: Four experienced directors added; independent committee chairs reaffirmed; Lead Independent Director designated; comprehensive strategic review launched to enhance long‑term value .
- Clear committee alignment: Barg on Compensation and Strategic Committees brings investor/capital markets discipline to pay and capital allocation oversight; independent chairs mitigate undue influence .
- Strong governance policies: Majority voting with mandatory resignation, clawback policy, stock ownership requirements, prohibition on hedging/pledging, annual assessments and executive sessions .
-
Risks and RED FLAGS
- Investor representation: The Investor Director (Barg) is an Elliott employee; while governed by Company policies, the confidentiality channel to Elliott and committee assignments (including Compensation) warrant monitoring for potential conflicts and perceived independence concerns .
- Strategic review dynamics: Standstill and voting commitments under the Cooperation Agreement shape governance during the Cooperation Period; outcomes of the review (e.g., capital allocation shifts, transactions) should be assessed for long‑term alignment with minority shareholders .
- Board independence disclosure: Company states nine of eleven directors are independent post‑appointments, but does not name non‑independent directors; investors should seek clarity in subsequent filings to confirm independence classification for new appointees .
-
Shareholder sentiment signal
- 2025 say‑on‑pay passed (For: 40,218,870; Against: 1,432,240; Abstain: 102,252; broker non‑votes: 2,209,405), indicating continued support for compensation practices even as board refresh occurs .
Appendix: Reference Governance Policies and Fees
- Director compensation program: Annual base cash fee ($65k); Audit Committee membership ($5k); chair fees ($20k–$25k); equity awards split RSUs/options with intended annual value ~$255,500; directors may elect RSUs in lieu of cash; deferral plan up to 5 years .
- Committee mandates snapshots: Audit (financial reporting, internal controls, info security), Compensation (exec pay, clawback), Corporate Governance & Nominating (governance, director comp), Strategic Planning & Capital Allocation (portfolio, M&A, capital structure, returns), NAMS (science/technology and animal use oversight combined) .