CHARLES RIVER LABORATORIES INTERNATIONAL, INC. 8-K

What Happened

• Charles River Laboratories (CRL) announced a leadership transition in an 8‑K filed January 9, 2026: James C. Foster will step down as Chairman and CEO and Birgit Girshick, currently COO, will become CEO effective May 5, 2026. Foster is expected to remain on the board as a non‑executive director. Dr. Martin Mackay is expected to become Board Chair on the same date. The Board will increase from 11 to 12 members, and Girshick has been nominated to join the Board at the 2026 Annual Meeting (expected May 5, 2026).

Key Details

• Girshick compensation changes: base salary increased to $1,200,000 effective Feb 1, 2026; target annual cash incentive raised to 100% of base salary effective May 1, 2026.
• Equity award for Girshick: initial grant targeted at $9,000,000 fair market value (80% performance share units, 20% restricted stock units), to be made with May 2026 grants; involuntary termination without cause will be treated as “retirement” for equity purposes given her age/tenure.
• Change‑in‑Control protection (to be amended): if terminated by company without cause or by Girshick for “good reason” within 1 year after a change in control, she would receive 3×(salary + target bonus) in lump sum, 3 years continued medical/perks, and outplacement.
• Foster compensation: one‑time restricted stock unit grant with $3,000,000 underlying value, expected grant date March 2, 2026, with a 2‑year cliff vest.

Why It Matters

• This is a planned CEO succession with material changes to executive pay and board composition. Investors should note the timing (May 5, 2026) and the sizable upfront equity and severance protections for the incoming CEO, which could affect executive dilution and future compensation expense. The board increase and Elliott’s consent (per the May 6, 2025 Cooperation Agreement) reflect investor relations dynamics tied to governance changes.