Virginia M. Wilson
CHARLES RIVER LABORATORIES INTERNATIONALAbout Virginia M. Wilson
Retired Senior Executive Vice President and Chief Financial Officer of TIAA; Certified Public Accountant and designated “audit committee financial expert” under SEC rules. Age 70; director at Charles River Laboratories since October 2019. Prior roles include CFO at Wyndham Worldwide, EVP/Chief Accounting Officer at Cendant, and senior finance/controller roles at MetLife and Transamerica; began career at Deloitte. Current outside public board: Carrier Global Corporation; former: Conduent Incorporated.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | Senior EVP & Chief Financial Officer | 2010–retirement (not specified) | Led finance and actuarial functions; qualifies as audit committee financial expert |
| Wyndham Worldwide | EVP & Chief Financial Officer | Following 2006 spin-off | Led finance and technology organizations |
| Cendant Corporation | EVP & Chief Accounting Officer | Not disclosed | Senior accounting leadership |
| MetLife, Inc. | SVP & Corporate Controller | Not disclosed | Corporate controller responsibilities |
| Transamerica (life insurance division) | SVP & Corporate Controller | Not disclosed | Corporate controller responsibilities |
| Deloitte | Auditor (early career) | Not disclosed | CPA credential foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Carrier Global Corporation | Director (current) | Not disclosed | Not disclosed in CRL proxy |
| Conduent Incorporated | Director (former) | Not disclosed | Not disclosed in CRL proxy |
Board Governance
- Independence: Board has determined Corporate Governance and Nominating Committee (CGNC) members (including Wilson) are independent under NYSE rules; Audit Committee consists entirely of independent directors. Wilson is Chair of the Audit Committee and a member of both the Compensation Committee and the CGNC. She qualifies as an “audit committee financial expert.”
- Committee assignments (2024–2025):
- Audit Committee: Chair (members: Wilson, Bertolini, Llado, Massaro)
- Compensation Committee: Member (Chair: Wallman; members include Massaro, Kemps-Polanco, Wilson)
- Corporate Governance & Nominating Committee: Member (Chair: Kochevar; members include Andrews, Llado, Wilson)
- Attendance and engagement: Seven Board meetings in 2024; each director attended ≥75% of aggregate Board and relevant committee meetings; 10 of 11 directors attended the 2024 Annual Meeting. Executive sessions of independent directors typically follow each regularly scheduled Board meeting and committee meetings as needed (led by Lead Independent Director, George E. Massaro).
- Tenure/age policy and outside service limits: Mandatory retirement age 75 (grandfathered to 78 for directors on Board as of Dec 17, 2019); independent Board committee chairs; Audit Committee members generally may not serve on >3 public company audit committees; directors generally may not serve on >5 other public company boards.
- Say-on-pay and investor feedback: 2024 say‑on‑pay support ~95%; company highlights clawback policy, prohibition on hedging/pledging, and independent comp consultant (Pay Governance) with no conflicts.
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Non-employee directors |
| Audit Committee member fee | $5,000 | Additional annual cash fee for members |
| Audit Committee Chair fee | $25,000 | Additional annual cash fee for chair |
| Other chair fees | $20,000 each | CC, CGNC, Finance, RAUC, STC, SPCAC |
| Meeting fees | None | No additional fees for attending Board/committee meetings |
| Expense reimbursement | Actuals reimbursed | Standard practice |
| 2024 Director Compensation (Wilson) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,000 |
| Stock Awards (RSUs) – grant date fair value | 127,750 |
| Option Awards – grant date fair value | 127,750 |
| All Other Compensation | — |
| Total | 345,500 |
- Cash-to-equity mix: For 2024, Wilson’s comp comprised ~$90k cash and ~$255.5k equity (half RSUs, half options), aligning with the standard annual director equity policy. Directors may elect to receive cash retainers in RSUs; a non-employee directors deferral plan allows deferral of RSUs up to five years or until Board retirement. No perquisites ≥$10,000.
Performance Compensation (Director)
| Element | Structure | Metrics/Vesting | 2024 Detail |
|---|---|---|---|
| Annual equity grant | Intended value ~$255,500 | Issued 50% RSUs, 50% stock options; accounting per ASC 718 (Black-Scholes) | RSUs grant date FV $127,750; options grant date FV $127,750 for Wilson |
| Cash deferral into RSUs | Optional election | Directors can elect to take cash as RSUs; deferral up to 5 years or retirement | Program available; several directors elected RSUs for retainers (not listed for Wilson) |
- Performance linkage: Director equity is not tied to operational performance metrics (e.g., EPS/TSR targets); alignment occurs via stock price exposure (RSUs/options). No meeting fees; no discretionary bonuses for directors.
Other Directorships & Interlocks
| Director | Current Public Boards | Prior Public Boards (5 yrs) | Interlocks/Notes |
|---|---|---|---|
| Virginia M. Wilson | Carrier Global Corporation | Conduent Incorporated | Company states no compensation committee interlocks in 2024; Wilson did not serve as a CRL officer/employee. |
Expertise & Qualifications
- Financial expertise: CPA; former public-company CFO; designated Audit Committee Financial Expert. Skill matrix highlights Finance/Accounting, Senior Business Management, Business Development/Strategy, International Business Management, IT/Digital/Cyber, Risk Management.
- Industry exposure: Experience across insurance/financial services and corporate finance transformations (Cendant/Wyndham).
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of March 21, 2025) | 12,217 shares; less than 1% of outstanding |
| Unvested RSUs (as of Dec 28, 2024) | 559 units |
| Option awards outstanding (as of Dec 28, 2024) | 8,252 options (aggregate) |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy |
| Ownership guideline | Minimum 5x annual cash retainer; 5 years to comply for new directors; all directors with ≥3 years are in compliance with prior requirement |
Governance Assessment
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Strengths for investor confidence
- Independent AC Chair with deep CFO/CPA credentials; designated financial expert; AC oversight robust (auditor independence, PCAOB inspection reviews, ICFR monitoring).
- Active roles on CC and CGNC support holistic governance (pay, succession, director comp, ESG oversight) with independence affirmed; compensation consultant (Pay Governance) independence assessed, no conflicts.
- Strong structural guardrails: majority voting with resignation policy; limits on outside board/audit committee service; anti-hedging/anti-pledging; stock ownership requirements; frequent executive sessions led by Lead Independent Director.
- Shareholder alignment: ability to take retainers in RSUs; equity mix (~$255.5k intended value) split between RSUs and options; no meeting fees or excessive perquisites for directors.
-
Potential risks/monitoring points
- Equity awards are time/price-based (no performance metrics), standard for directors but reduces explicit performance gating; monitor equity grant sizing relative to $800k annual cap.
- Attendance disclosed only in aggregate (≥75% for all directors); continue to monitor individual attendance disclosure trends.
-
Red flags
- None identified specific to Wilson: no related-party transactions disclosed involving her; no compensation committee interlocks; pledging/hedging prohibited.
Bottom line: As Audit Committee Chair and a seasoned former CFO/CPA, Wilson enhances financial oversight quality and audit rigor. Her compensation and ownership profile exhibit standard alignment mechanisms for independent directors, with structural governance features (ownership guidelines, independence tests, anti‑hedging/pledging) supporting investor confidence.