Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 5, 2022, the Board of Directors (the "Board") of Charles
River Laboratories International, Inc., (the "Registrant") increased the size of
the Board from ten to eleven. Following the size increase of the Board, the
Board filled the vacancy and appointed Dr. Craig B. Thompson to the Board.
Dr. Thompson has been appointed to the Registrant's existing Science and
Technology Committee and Strategic Planning and Capital Allocation Committee.
There are no arrangements or understandings between Dr. Thompson and any other
person pursuant to which he was selected as director, and there are no
transactions in which Dr. Thompson has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Dr. Thompson will participate in the non-employee director compensation program
arrangements generally applicable to all of the Registrant's non-employee
directors. Under the terms of those arrangements, as currently in effect, new
directors initially appointed after the Annual Meeting of Shareholders will
receive an initial equity award and cash retainer for board and board committee
services on a pro-rata basis calculated at the time of service. The annual
equity award (before pro-rata adjustment) has a value of $255,500 and will be
issued in the form of 50% restricted stock units and 50% stock options, in each
case to be issued on the first day of the month following initial election or
appointment to the Board.
Dr. Thompson most recently served as President and Chief Executive Officer of
Memorial Sloan-Kettering Cancer Center (MSK) from 2010 until his retirement in
September 2022. Dr. Thompson continues to oversee the Craig Thompson Lab, a
research laboratory at the Sloan Kettering Institute focusing on cellular
metabolism and its role in cancer. Prior to joining MSK in 2010, Dr. Thompson
held various roles at the University of Pennsylvania and made significant
contributions to cancer research as a physician and clinical investigator.
Dr. Thompson is currently a member of the Board of Directors of Regeneron
Pharmaceuticals, Inc., and he previously served on the Board of Directors of
Merck & Co. Inc. from 2009 to 2018. He is also a board member of the Howard
Hughes Medical Institute, M.D. Anderson Cancer Center, Ohio State University
Comprehensive Cancer Center, City of Hope Comprehensive Cancer Center, the
Economic Club of New York, and the Albert Lasker Medical Research Awards Prize
Committee. Dr. Thompson is an elected member of the National Academy of
Sciences, the National Academy of Medicine, the American Academy of Arts and
Sciences, and the Association of American Physicians. Dr. Thompson holds a
number of patents related to immunotherapy and apoptosis, has founded three
biotechnology companies, including Agios Pharmaceuticals where he currently
serves on the Scientific Advisory Board. He has published more than 450
peer-reviewed manuscripts and more than 100 reviews. Dr. Thompson received his
M.D. from the University of Pennsylvania and his Bachelor of Arts and Bachelor
of Science degrees from Dartmouth College.
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