Governance.    We understand that EHS&S must be actively reviewed, managed, and integrated into our businesses so that we may move towards achieving world-class EHS&S performance. The mission of the Global EHS&S Group is to provide leadership, guidance, technical expertise, and oversight while facilitating the integration of EHS&S into our business processes by aligning EHS&S initiatives to business goals and continually monitoring and evaluating our EHS&S performance.

        Team EHS&S.    We utilize a collaborative management approach where the Global EHS&S Group solicits feedback and suggestions from our site based EHS&S leaders. In order to promote this collaborative management approach, we have developed several forums to promote communications and feedback loops, and to share tools, resources, and best practices to help our Team EHS&S advance our EHS&S efforts and grow and advance in their careers.

        Responsible Supply Chain Management.    Our internal organization and EHS&S performance are closely linked to our supply chain. We are dedicated to sustainable and responsible supply chain management, as well as supplier diversity. We consider our suppliers, contractors, consultants, and agents as a part of the Charles River team and we rely on them to help us accomplish both our business and EHS&S objectives.

        Leverage Technology.    We believe that optimizing processes and leveraging technology is a key component to operating more efficiently. We currently use the resource tracking software to manage our energy and greenhouse gas (GHG) emissions data and are working to obtaining more robust site waste and water data via this tool to help determine our environmental footprint. We are in the process of implementing an EHS&S Management Information System software solution that will allow us to more efficiently manage our Incidents, Permits and Licenses, Audits and Inspections, and Occupational Health.

        Metrics.    We focus on select key performance indicators (KPIs) to track, measure, and manage our progress toward our vision of working safely and sustainably, to achieve world-class EHS&S performance. As part of integrating working safely and sustainably into how we do business, EHS&S performance is included in our quarterly business reviews. We are also driving performance

improvement through leading indicators such as sustainable design and implementation of our EHS&S Management System.

        Performance Assurance.    Charles River has two focus areas for EHS&S performance assurance: (1) developing a global framework for managing EHS&S consistently that includes Global EHS&S Business Guidelines and (2) developing an EHS&S assessment program that assesses our facilities' EHS&S programs against this framework and applicable regulatory standards. Our new EHS&S Guidelines are in the process of being developed by a team of 23 site based EHS&S professionals. The cornerstone of the EHS&S Guidelines is our internal Charles River EHS&S Management System, which emphasize both management and employee engagement in and ownership of the EHS&S program.

        Communications.    Communication is key to developing culture and interacting with our internal and external stakeholders. Starting in 2019, Charles River has featured EHS&S success stories and discussed our EHS&S Path Forward Strategic Plan with our employees through Town Hall Meetings, the iConnect Company intranet site, Company newsletter, and semi-annual Team EHS&S Newsletter. We will continue to update our external stakeholders on our EHS&S efforts through our Corporate Citizenship Reports, as well as periodic updates on the Charles River Corporate Citizenship section of our corporate website. The information on our website, including the reports, are not incorporated by reference.

        Sustainable Design.    We believe that designing something "right the first time" is crucial. We are working to include the concepts of Sustainable Design—energy efficiency, water conservation, waste minimization, inherent safety, and well buildings—into our capital project design and review process. Further, effective January 1, 2020, Charles River established a $5 million per year Sustainability Capital Fund to fund sustainable capital projects including new construction, facility retrofits, and the procurement of more sustainable equipment including HVAC and Boilers. This Fund is intended to support sustainability capital projects annually from now through year-end 2030.

        Environmental sustainability at the Company is built upon a philosophy of investing in our business to maximize our resiliency in the market place, while also protecting and enhancing the quality of human health.health, while minimizing our impact on the environment. Our focus on the environment begins with an awarenessa review of our direct and indirect operations and their environmental impact, including reducing our global carbon footprint, increasing our utilization of renewable energy, implementing water conservation efforts and minimizing the amount of waste we dispose to landfills. We have implemented numerous measures to conserve energy and reduce GHG emissions, including improving the energy efficiency at our facilities and instituting a renewable energy procurement strategy, with the goal of reducing GHG emissions from our facilities by 50% by 2030, which is in line with the Paris Climate Agreement and the United Nations Sustainable Development Goals.

Human Capital Management

        Social consciousnessOur people are at the Companyheart of who we are and the driving force in our collective purpose to create healthier lives. And, it is evidenced by our commitment towards good corporate citizenship byculture at Charles River that differentiates us. We work to create an environment that will give each employee the ability to deliver on business commitments, while having purpose, being energized and continuously learning, and focusing on improving the quality of people's lives, from patients,outcomes. We intend for this environment to be built on trust, inclusion, accountability, respect, and well-being. In order to continue to grow and support this culture, we focus on providing employees to clients, and the communities in which we operate. Recent initiatives have focused on:with:

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humanitarianism (e.g., volunteering during work hours throughclear purpose, values, beliefs, and behaviors that are role-modeled by leaders and illustrated with examples of how we live these values with one another and in our One Day and Global Day of Services programs);communities;



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education (e.g., paid sabbaticalsgreat co-workers, joining us through a contemporary approach to attract, recruit, and academic mentoring programs);



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health and wellness (e.g., days devoted to awareness of specific therapeutic areas, such as breast cancer, Alzheimer's disease and rare diseases; global inter- and intra-company health and fitness challenges; and employee fitness centers); and



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diversity and inclusion efforts, as reflected by our selection in January 2019 for the 2019 Bloomberg Gender-Equality Index, which distinguishes companies committed to transparency in gender reporting and advancing gender diversity. We are proud of this distinction, which is

reflective of the fact that more than half our workforce andonboard new hires in 2018 were women. We are also proud that 25% of our total U.S. workforce identified as minorities, including 30% of all new hires in 2018.

Contacting the Board of Directors

        In order to provide shareholders and other interested parties with a direct and open line of communication to the Board, we adopted the following procedures for communications to directors. Shareholders and other interested parties may contact the lead director, any other directors, or the independent members of the Board as a group through our Lead Director, Dr. Milne, by writing to the Lead Director, c/o Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, Massachusetts 01887, or by email atCRLLeadDirector@crl.com. All communications received in this manner will be kept confidential, if requested, and relevant information will be forwarded by the Corporate Secretary to the Lead Director or to other directors if the communication is so directed. Items that are unrelated to a director's duties and responsibilities as a board member may be excluded by the Corporate Secretary, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials such as resumes, surveys, and material that is determined to be illegal or otherwise inappropriate. Any communication so excluded will be made available to any independent director upon request.

Director Qualification Standards; Director Independence

        Our Board has adopted a formal set of Director Qualification Standards (Standards) with respect to the determination of director independence. The Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. In accordance with these Standards, we must determine that the director has no material relationship with us other than as a director. The Standards also prohibit Audit Committee members from any direct or indirect financial relationship with us, and restrict commercial relationships of all directors with us. Directors may not be given personal loans or extensions of credit by us, and all directors are required to deal at arm's length with us and our subsidiaries and to disclose any circumstance that might be perceived as a conflict of interest. The full text of our Standards is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption, within our Corporate Governance Guidelines.

        The Board has determined that nine of the ten directors standing for reelection or election to the Board are independent under these Standards. The Board has determined that Mr. Foster does not qualify as an independent director due to his employment as our Chief Executive Officer. As a result, with the exception of the Strategic Planning and Capital Allocation Committee and the Executive Committee, Mr. Foster does not serve as a member of any committee of the Board.

        In the course of the Board's determining the independence of each director other than Mr. Foster, it considered any transactions, relationships and arrangements as required by the Standards. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated:

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for each of our non-employee directors, the annual amount of sales to and/or purchases from any organization where he or she serves as an executive officer; and



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for Dr. Kochevar, the annual amount of sales (net of any charitable contributions made by us) to and/or purchases from the academic institution where she serves as Provost and Senior Vice Presidentad interim.

In all such evaluations, we determined that the applicable amounts were below the greater of (1) $1 million or (2) two percent (2%) of the consolidated gross annual revenue of each of those organizations.

        In addition, with respect to all of our non-employee directors, the Board considered the amount of our discretionary charitable contributions to organizations where he or she serves as an officer, director, or trustee, and determined that our contributions constituted less than the greater of (1) $1 million or (2) two percent (2%) of such organization's total annual gross revenue in each of the organization's last three completed fiscal years.

        In conducting this analysis, the Board considered all relevant facts and circumstances, utilizing information derived from our records and responses to questionnaires completed by the directors in connection with the preparation of this Proxy Statement. For information about the entities our non-employee directors serve or have served as either (1) an executive officer or (2) an officer, director, or trustee of a charitable institution (other than any such charitable institution with which the Company has no transactions, relationships, or arrangements), you are directed to their biographies adjacent to their pictures above in this Proxy Statement.

        The independent members of the Board typically meet in executive session following each regularly scheduled meeting of the full Board and as they determine necessary following meetings of our Board committees. Our Lead Director, Dr. Milne, leads executive sessions of the Board.

The Board of Directors and Its Committees

Board Leadership Structure and the Role of the Board of Directors in Risk Oversight

        We are led by Mr. James C. Foster, who has served as our President since 1991, our Chief Executive Officer (CEO) since 1992, and Chairman of the Board since 2000. Our Board of Directors is currently composed of Mr. Foster and nine independent directors. One of these directors, currently Dr. George M. Milne, serves as our Lead Director. It is our current practice that the positions of Chairman of the Board and CEO be held by the same person. We believe that this leadership structure has been effective for us because it promotes clear accountability, effective decision-making and alignment on corporate strategy. Our Corporate Governance Guidelines require the election, by the independent directors, of a Lead Director. The Lead Director helps to provide independent oversight and is responsible for ensuring that the Board is acting in conformity with good corporate governance practices and in our long-term best interests. Our Lead Director has broad responsibility and authority, including to:

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establish, with the Chairman of the Board, logistics of scheduling and setting agendas for Board and committee meetings, including approving meeting agendas and assuring there is sufficient time for discussion of all agenda items;



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develop agendas for, and preside over, executive sessions of the Board's independent directors;



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assist the Board and the Corporate Governance and Nominating Committee in monitoring and implementing our Corporate Governance Guidelines;



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serve as the principal liaison between the Chairman and the independent directors;



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interview all director candidates and make recommendations to the Corporate Governance and Nominating Committee;



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be available, when appropriate, for consultation and direct communication with shareholders;



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retain outside advisors and consultants who report directly to the Board of Directors on Board-level issues; andtalent;

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opportunities and programs that build skills and experience, supporting an agile and competitive workforce through continuous learning;



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competitive programs that support and reward performance and well-being; and



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tools and approaches that provide a more engaging employee journey.

        Our people priorities are grounded in our values and focused on providing employees a rewarding experience from day one at Charles River. We seek to engage, hire, and retain top talent by developing, appreciating, and empowering our people. We offer training and development opportunities to our employees so they can build a successful career with us and grow with our business. We value diversity in our people and strive to support work-life integration and competitive compensation and benefits. Most importantly, the safety and well-being of our people is our number one priority. Ultimately, our people priorities and actions will result in better equipping our people with more ways to connect their work to our purpose and encourage a sense of belonging.

        Charles River cultivates an annual basis,environment that makes work-life integration a priority. We are building out a global wellness strategy that promotes a unified vision on health and wellness, including a focus on emotional/mental health as a critical component of well-being. For example, in consultation2020, Charles River issued a multi-part "Balance Series" for our employees with videos and content focused around five pillars of well-being—physical, emotional, community, financial, and social—to demonstrate the independent directors, review his responsibilityimportance of self-care and authorityour commitment to balance and recommendwell-being in the workplace. In 2019, 2,611 employees (representing approximately 15% of our global workforce at the end of 2019) participated in our Company's Global Challenge wellness program, taking part in a 100-day, friendly step-competition alongside their colleagues.

COVID-19

        2020 was a unique and unprecedented year for approval any modifications or changesthe world and for the Company due to the Board.impact of the COVID-19 pandemic. Our primary focus was to maintain the health and safety of our employees while ensuring business continuity of our operations and to meet the needs of our clients, which required increased support and collaboration across all business segments and functions. In response to the changing business dynamics, particularly during the first half of 2020, we implemented a number of measures that focused on maintaining the health and safety of our employees and the continuity of our operations; ensuring our ability to support our clients' research programs; and sustaining our financial position. These measures included:

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Establishing a global crisis management team, which includes a team of internal and external experts who have been closely monitoring COVID-19 and its impact on employee safety and our business operations.



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Implementing comprehensive business continuity for each site globally, and continuously updating them to address the evolving COVID-19 situation. Our business continuity plans enabled the Company to provide products and services to clients from their local or preferred site, or if needed, utilize an alternate location when possible. Procurement has played a pivotal role in business continuity, as we proactively engaged with our suppliers to limit the potential disruption to our supply chain.



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Prioritizing health and safety of our employees by providing ongoing support, flexibility to work from home when possible, and establishing enhanced safety protocols for those essential employees required to work from our sites. We ensured that our safety protocols adhered to the guidance from government, health, and other regulatory agencies.



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Establishing a dedicated page on our corporate website, as well as an internal resource for our employees, to provide timely and important information to internal stakeholders and to clients.

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Providing additional paid time off for all employees for COVID-related situations, aligning with local requirements at a minimum.



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Enhancing our well-being offerings for employees.

        While, as a precautionary measure, we implemented temporary cost reduction initiatives during 2020 to reduce compensation expense and discretionary spending, the short duration of these initiatives did not result in a material impact to our employee compensation expense. These initiatives were primarily aimed at preservation of jobs and ensuring our ability to continue to support our clients' research programs, and included a three month delay in compensation merit increases and a three month suspension of our US 401(k) contribution match. As a result of these initiatives, we successfully avoided any significant COVID-related workforce reductions and furloughs.

Diversity, Equality & Inclusion

        We are also committed to cultivating a welcoming and inclusive environment. Operating in over 100 facilities and in over 20 countries worldwide, we believe in treating our employees and prospective talent with dignity, decency, and respect. We recognize that employee diversity contributes to a more innovative workforce and see diversity and inclusivity as a strength for our business. Our commitment to equality spans across all employment-related decisions, from hiring and promotions, to transfers and compensation and career development programs. Our goal is to continue to build a talented workforce reflective of the global communities in which we live and work, and for our people to feel that they are valued members of our Company.

        Charles River stands against racism, inequality, discrimination, and harassment of any kind. It is our innate responsibility to actively support each other through listening, empathy, respect, and compassion. Our affirmative action and equal employment opportunity (EEO) policy, commitment to equality, and hiring and retention practices support our diversity, equality, and inclusion objectives on a company-wide scale.

        Our Company is committed to equality through our diversity strategy, which is comprised of five pillars:

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Increase Representation



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Build Awareness and Understanding



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Strengthen Belonging



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Commitment to Community



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Ensure Equity

Our goals across these five pillars are global, and we aim to sufficiently communicate these messages both internally and externally, and to engage regularly with organizations that serve underrepresented populations. Furthermore, a designated Human Resources (HR) Compliance Specialist within the global HR team monitors the implementation of our U.S. Affirmative Action Program. The program outlines specific steps we take to enact affirmative action, as well as messages around EEO, and as part of our internal job postings.

        We believe that havingwe have taken positive steps to promote a combined Chairman/sense of belonging for our employees in the workplace by building a Diversity, Equality & Inclusion team and council; expanding diverse representation at our Board level; centralizing diversity and inclusion resources for our employees; facilitating senior leadership training on cultural differences, anti-harassment and anti-discrimination, unconscious bias, and micro-inequities; and rolling out a Diverse Interview Panel initiative. We look forward to continuing to make additional progress, including expanding education, allyship, and

integrating diversity and inclusion into our client, supplier, and business strategies. We are also looking forward to leveraging better practices as a new member of the CEO independent chairsAction for eachDiversity & Inclusion.

        As of December 26, 2020, women made up approximately 59% of our global workforce, 58% of our U.S. workforce and 33% of our global leadership positions, defined as positions carrying the title of Vice President or higher. From our U.S. workforce, 25% self-identified as racial and ethnic minorities.

Community Involvement

        We promote health and well-being in our communities through our volunteer time off (VTO) programs and in disease education and awareness. Additionally, we strive to facilitate an inclusive and quality education for our future generations of scientists. We have plans to build digital resources in science, technology, engineering, and math (STEM) education and further partner with local schools to connect today's youth to career possibilities in STEM. We look forward to working on new initiatives to enhance our STEM education progress, such as virtual science fairs and STEM education mentoring.

        Our annual events and key signature programs invite our people to be the difference within our communities of business. These programs are coordinated through the Community Involvement Global Team and in partnership with a network of more than 100 Community Ambassadors, who plan site and community outreach events and who have local budgets to support these initiatives. Charles River more than doubled its philanthropic giving in 2020 compared to the prior year, with a hyperlocal focus on supporting the communities where we live and work. In direct response to the COVID-19 pandemic, we donated $2 million to more than 300 local community organizations worldwide. This giving includes company matches to our employee charitable match program, by which an employee can apply for Charles River to match his/her qualifying donation 1:1, up to $500 per calendar year.

        We host a Global Day of Service and a One Day volunteer program to provide our employees with opportunities to engage in our communities on a local and global scale. In 2020, we expanded our volunteer time off (VTO) programs to include "Acts of Caregiving," enabling our people to utilize their VTO to address the caregiving needs of another, such as supporting their children in remote or hybrid learning education models, or shopping for groceries and providing care for a neighbor in need. In 2020, employees contributed more than 9,500 hours of service through our VTO programs, including the expanded "Acts of Caregiving."

        We recognize that extraordinary times call for an extraordinary response. In the wake of the COVID-19 global health pandemic, we donated within our local communities of business through our Global Giving initiative. The donation, from more than 80 of our sites in 17 countries, supported over 300 organizations dedicated to food insecurity (food banks and pantries), equality (focus on racial equality, LGBTQ+ rights, or support to individuals with disabilities), first responders (EMTs and hospitals), and more (STEM education, youth and family services, homeless shelters, hospice, mental health, and elder care).

Corporate Governance

        We are committed to operating our business with integrity and accountability. We aim to meet or exceed all of the corporate governance standards established by the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). Each member of our Board committeesof Directors (Board), other than Mr. Foster who is also our Chief Executive Officer, is independent and an independent Lead Director provides the right form of leadership for us. The benefit of a combined Chairman/CEO role is complemented by the benefit of oversighthas no significant financial, business or personal ties to us or management, and all of our operations by experiencedrequired Board committees are composed of independent directorsdirectors. Mr. Chubb, who have appointedis a Lead Director andcurrent director but is not a director nominee, was independent committee chairs. This combination has served us well for many years and we have found itduring the current 2020-2021 director term. Our Board adheres to be an efficient and effective leadership model for us. The Board selects our CEO and Chairman in the manner that it determines to be in the best interests of our shareholders. From time to time, and at least annually, the Corporate Governance Guidelines and Nominating Committee conducts an assessmentour Code of this leadership structure.

        The Board overseesBusiness Conduct and Ethics, which have been communicated to employees and posted on our risk oversight process and performs this oversight role using several different levels of review. In connectionwebsite. We are diligent in complying with its reviews of the operations of our business units and corporate functions, particularly during the annual strategic planning sessions, the Board is informed of the primary risks associated with those units and functions. Principally, the Board satisfies its responsibility through receiving regular reports from each committee chair regarding such committee's consideration and actions, as well as through receiving regular reports directly from officers responsible for oversight of our particular risks, including operational, financial, legal, regulatory, strategic, and reputational risks. Such reporting enables the Board to understand our risk identification, management, and mitigation strategies. The Company recently reviewed and evaluated its enterprise risk management (ERM) program, taking subsequent steps to further formalize and enhance the ERM program, the effect of which is anticipated to enhance the Board's ability to oversee their risk oversight responsibilities.

        Areas of risk oversight which generally remain at the Board levelestablished accounting principles and are not delegatedcommitted to any Committee include risks related to our operational regulatory matters (such as quality control and humane care), cybersecurity, data privacy, and significant business decisions. The Board satisfies this oversight responsibility through regular reports (both verbal and written) from our officers responsible for each of these risk areas, reports from Board committees and related discussions, as well as through periodic progress reports from officers on our critical on-going initiatives. The Board also consults periodically with outsideproviding financial and other advisors it determines necessary.

        Each of the Board's committees oversees the management of our risksinformation that fall within the committee's areas of responsibility. A description of each committee's risk oversight focus is below. In performing this function, each committee has full access to management, as well as the ability to engage advisors. When a committee receives a report or update regarding an area of potential risk to us, the chairman of the relevant committee determines whether it is materially significant enough to report on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Audit Committee and Financial Experts

        The Audit Committee met eight times in 2018. During 2018, the members of the Audit Committee included Messrs. Bertolini, Chubb, Mangeolle and Massaro (Chair). The Board of Directors has unanimously determined that Messrs. Bertolini, Chubb and Massaro qualify as "audit committee financial experts" under Item 401(h) of Regulation S-K promulgated under the Securities Exchange Act of 1934 and the NYSE regulations. In addition, the Board has determined that each of the members of the Audit Committee is "independent" under the rules of the NYSE and the SEC. The Audit Committee is responsible for the engagement of our independent registered public accounting firm; selecting the lead engagement partner at our independent registered public accounting firm; reviewing the plans and results of the audit engagement with our independent registered public accounting firm; approving services performed by, and the independence of, our independent registered publictransparent, timely

accounting firm; consideringand accurate. We have a Related Person Transactions Policy in order to promote the rangetimely identification of audittransactions with related persons (as defined by the SEC) and non-audit fees; discussing withto ensure we give appropriate consideration to any real or perceived conflicts in our independent registered public accounting firm the adequacy of our internal control over financial reporting; and reviewing annual and quarterly financial statements and earnings releases. The Audit Committee is also responsible for administering our Related Persons Transaction Policy. A copy ofcommercial arrangements. We have established global processes through which employees, either directly or anonymously, can notify management (and the Audit Committee Charter isof the Board of Directors) of alleged accounting and auditing concerns or violations, including fraud. Our internal Disclosure Committee meets regularly and operates pursuant to formal disclosure procedures and guidelines to help ensure that our public disclosures, including our periodic reports filed with the SEC, earnings releases and other written information that we disclose to the investment community, are complete, accurate and timely. We will continue to monitor developments in the law and stock exchange regulations and will adopt new procedures consistent with new legislation or regulations. Copies of our Corporate Governance Guidelines and our Related Person Transactions Policy are available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        As part of its charter and as required by the NYSE, the Audit Committee discusses our policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps that have been taken to monitor and control these exposures. The Audit Committee assumes primary oversight responsibility for our risk management framework as it applies to our financial reporting and disclosures, system of internal controls, and operations, including the identification of the primary risks to our business and interim updates of those risks, and periodically monitors and evaluates the primary risks associated with particular business units and functions through participation and monitoring of the development of the annual external and internal audit plans. The Audit Committee is primarily responsible for oversight of our risks relating to accounting matters, financial reporting (including tax, legal, and related regulatory compliance), financial policies, and cash management. The head of our Internal Audit department, who functionally reports to the Audit Committee, assists us in identifying and evaluating risk management controls and methodologies to address identified risks. At each of its regularly scheduled meetings, the Audit Committee meets in executive session with representatives from our independent registered public accounting firm. The Audit Committee also has direct interaction with our Chief Financial Officer, Chief Accounting Officer, our General Counsel, and other members of management. In addition to the items mentioned above, the Audit Committee also receives regular reports, including quarterly reports from the Company's management Disclosure Committee, regarding issues such as the status of material litigation, allegations of accounting and auditing concerns or fraud, and related party transactions.

Compensation Committee

        The Compensation Committee met three times during 2018 and was composed of the following members: Dr. Kochevar and Messrs. Mangeolle, Reese (Chair) and Wallman. Our Board of Directors has determined that each of the members of the Compensation Committee is "independent" under the rules of the NYSE and the SEC. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for us in light of all relevant circumstances and which provide incentives that further our long-term strategic plan and are consistent with our culture and the overall goal of enhancing shareholder value. The Compensation Committee reviews compensation structure, policies, and programs to ensure (1) that legal and fiduciary responsibilities of the Board of Directors are carried out, and (2) that such structure, policies, and programs contribute to our success. In addition, the Compensation Committee reviews, approves, and makes recommendations on our compensation and benefit plans to ensure that they meet corporate objectives. The Compensation Committee determines and approves the compensation of the CEO, reviews the CEO's recommendations on compensation for all of our executive officers, and approves such compensation when determined. The Compensation Committee also factors each executive officer's performance evaluation into decisions impacting that officer's compensation. As discussed below under "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process," other than Mr. Foster and Mr. David P. Johst, our Corporate Executive Vice President, General Counsel and Chief Administrative Officer, none of our executive officers plays a significant, ongoing role in assisting the Compensation Committee in setting executive compensation. The Compensation Committee also administers our equity incentive plans other than with respect to grants to our non-employee directors. A copy of the Compensation Committee Charter is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        The Compensation Committee is responsible for oversight of risks relating to employment compensation policies and our general compensation and benefits programs. The Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. To assist it in satisfying these oversight responsibilities, from time to time the Compensation Committee has retained its own outside compensation consultant, and meets both regularly and periodically as needed with management to understand the financial, human resources, and shareholder implications of compensation decisions being made. Between formal Compensation Committee meetings, the Compensation Committee Chairman also interacts regularly with management and the Committee's outside consultants. In addition, at the direction of the Compensation Committee, Mr. Johst and his staff annually conduct a review of our overall compensation programs.

        The Compensation Committee engaged Pay Governance LLC (Pay Governance) as the sole independent compensation consultant to advise the Compensation Committee on matters related to 2018 executive compensation. Pay Governance is engaged by, and reports directly to, the Compensation Committee, which has the sole authority to hire or dismiss Pay Governance and to approve fee arrangements for work performed. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for our top executives, compensation program design, and market practices generally. With respect to 2018 compensation matters, the Compensation Committee authorized Pay Governance (1) to interact with management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee, including with respect to updating the Company's peer group and executive compensation benchmarking; (2) to assist with the calculations of compensation information to be included in our proxy statements, including the calculations and analysis related to the valuation of our PSUs; (3) to provide advice with respect to our Charles River Laboratories International, Inc. Incentive Plan that was approved by our shareholders at the 2018 Annual Meeting, including analysis of peer group burn rates and overhang; (4) to provide analyses related to the Company's long-term incentive structure, including reviewing of equity grant instrument market trends and advising on global equity grant practices, and (5) to provide advice with respect to the Compensation Committee's analysis of director compensation, including competitive market data. For more information on the input Pay Governance provided to our fiscal year 2018 compensation determinations, please see "Compensation Discussion and Analysis—Compensation Elements—Compensation Setting Process" on pages 37-38 of this Proxy Statement.

        Except as described above, in 2018 we did not receive any other services from Pay Governance, nor have we utilized the services of any other compensation consultant in matters affecting senior executive or director compensation. Any significant Pay Governance fees outside of the normal scope of work are approved for payment by the Chairman of the Compensation Committee, with authority delegated to Mr. Johst to approve the processing of payment of routine invoices.

        Pay Governance provided the Compensation Committee with a letter addressing the independence factors under NYSE listing rules, and in compliance with SEC and the NYSE disclosure requirements regarding the independence of compensation consultants, the Committee took that information into account in concluding that there was no conflict of interest within the meaning of Section 10C-1 of the Securities Exchange Act of 1934. Based upon this and other relevant factors, the Compensation Committee has assessed the independence of Pay Governance and concluded that Pay Governance's work for the Compensation Committee does not raise any conflict of interest.

Corporate Governance and Nominating Committee

        The Corporate Governance and Nominating Committee met four times during 2018. The members of the committee included Drs. Kochevar, Mackay, Milne (Chair) and Dr. Thompson until he resigned from the Board in October 2018. The Board of Directors has determined that each of the members of

the Corporate Governance and Nominating Committee is "independent" under the rules of the NYSE, and Dr. Thompson was similarly independent through the date of his resignation in October 2018. The Corporate Governance and Nominating Committee makes recommendations to the Board on all matters relating to the Board, including development and implementation of policies on composition, committee participation and size of the Board, changes in the organization and procedures of the Board, the processes used by the Board in its self-assessment, and compensation (including equity compensation) of non-employee directors. The Corporate Governance and Nominating Committee oversees matters of corporate governance, including Board performance and director education, and considers and selects director nominees, including those submitted by shareholders in accordance with the Bylaws. The Corporate Governance and Nominating Committee also recommends directors for appointment to committees of the Board. Typically, committee rotations are determined in February, made effective immediately following the annual meeting of shareholders, and are reevaluated on a yearly basis. The Corporate Governance and Nominating Committee oversees our Corporate Governance Guidelines and Code. A copy of the Corporate Governance and Nominating Committee Charter is available on our website atwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        Annually the Corporate Governance and Nominating Committee conducts a three-part evaluation process coordinated by the Chair of this Committee/Lead Director consisting of: (1) full Board evaluation, (2) evaluations of each committee and (3) director self-assessment. The purpose of this process is to determine whether the Board and the committees are functioning effectively. The Board and committee evaluations are conducted by written questionnaires and one-on-one interviews conducted by the chair of the Committee. The director self-assessments are conducted by interviews with each individual member of the Board. The performance criteria for each committee is based on the responsibilities of the committee as set forth in its respective charter. The performance assessment also addresses factors such as each director's meeting attendance, core competencies, independence, and level of commitment. Upon completion of this evaluation process, the Committee reports its conclusions to the full Board. On a regular basis, the Corporate Governance and Nominating Committee reviews the evaluation process to determine if changes or enhancements should be made. Following the most recent evaluation process, the Board (1) identified important strategic and/or fundamental areas that they have requested be areas of focus for Company management during the upcoming year and (2) requested Mr. Foster to develop a standard management-to-Board presentation format designed to highlight the most pressing business and operational priorities in order to increase the overall efficiency and productivity of Board and Committee meetings.

        The Corporate Governance and Nominating Committee is responsible for oversight of risks relating to Board succession planning, ethics practices, matters addressed in our Corporate Governance Guidelines, and other corporate governance issues, particularly to the extent that any of these could affect our operations and strategic decisions. To satisfy these oversight responsibilities, the Committee receives assistance and reports from our senior management from time to time.

        The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate nominees for directors. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected. For the purposes of succession planning, the Corporate Governance and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current Board members, executive officers, professional search firms, shareholders, or other persons. All candidates complete a nominee questionnaire that solicits information regarding the nominee's background, board experience, industry experience, independence, financial expertise, and other relevant information, and are interviewed by at least one member of the Corporate Governance and Nominating Committee. These candidates are discussed at regular or special meetings of the Committee and may be considered at any point during

the year. As described below, the Corporate Governance and Nominating Committee considers any director candidates recommended by shareholders as well as properly submitted shareholder nominations for candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are forwarded to the Corporate Governance and Nominating Committee. Such nominations must be in accordance with our Bylaws. The Corporate Governance and Nominating Committee also reviews materials provided by professional search firms or other parties. The Corporate Governance and Nominating Committee evaluates all candidates based on the minimum qualifications described below as well as the criteria set forth in our Corporate Governance Guidelines. In evaluating nominations, the Corporate Governance and Nominating Committee seeks to recommend to shareholders a group that can best oversee our success and represent shareholder interests through the exercise of sound judgment using its diversity of experience in various areas. Whether the nominee is recommended by a shareholder or the Board, there is no difference in the manner in which the Committee evaluates nominees.

Strategic Planning and Capital Allocation Committee

        The Strategic Planning and Capital Allocation Committee met three times during 2018 and was composed of the following members: Messrs. Bertolini (Chair), Foster, Reese, and Wallman. The Strategic Planning and Capital Allocation Committee is responsible for reviewing our capital structure, financial strategies, major acquisitions and investment policies to support prudent and effective capital allocation. The Strategic Planning and Capital Allocation Committee is responsible for oversight of risks relating to material financial decisions, credit policies and ratings, investment strategies, and our debt and equity structure. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

Science and Technology Committee

        The Science and Technology Committee met two times during 2018 and was composed of the following members: Drs. Kochevar, MacKay (Chair), Milne and Thompson, until he resigned from the Board in October 2018, and Mr. Chubb. The Science and Technology Committee is responsible for identifying and discussing significant emerging trends and issues in science and technology. The Science and Technology Committee is responsible for periodically reviewing and advising the Board on our strategic direction, and on investment in research and development and in technology. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

Finance Committee

        The Finance Committee met once during 2018. It is comprised of the following members: Dr. Milne, and Mr. Wallman (Chair). The Finance Committee is responsible for providing ongoing, broad-based guidance and input to management regarding opportunities to enhance finance systems and practices and to promote heightened levels of financial performance and efficiency. To satisfy these oversight responsibilities, the Committee may obtain advice and assistance from consultants and has access to members of management.

Executive Committee

        While it is our general policy that all major decisions be considered by the Board as a whole, the Board has delegated authority to an Executive Committee to act on its behalf only in circumstances in which it is not feasible to convene the full Board or when authority has been specifically delegated to the Executive Committee by the full Board. In 2018, the Executive Committee consisting of Messrs. Bertolini, Foster (Chair), Massaro, and Reese, and Dr. Milne, was not required to meet.

Board Nomination Process

        The Corporate Governance and Nominating Committee adopted criteria regarding the qualifications required for Board nominees, which can be found in our Corporate Governance Guidelines. These criteria are designed to assure that the Board of Directors is composed of successful individuals who demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. The primary consideration in the selection and retention of directors is their respective ability to fairly represent the interests of our stakeholders. Diversity in business background, area of expertise, skills, educational background, gender, nationality, industry, geography, age, and race/ethnicity are also considered, as well as other factors that can provide the Board with a range of informative viewpoints and perspectives. The criteria for director nominees include: the candidate's professional experience and personal accomplishments; the candidate's independence from us and management; the ability of the candidate to attend Board and committee meetings regularly and devote an appropriate amount of effort in preparation for those meetings; the candidate's ability to function as a member of a collaborative group; and the candidate's understanding of the Board's governance role. In addition, the Board evaluates each individual in the context of the Board as a whole, with the objective of recommending to shareholders a group that can best oversee the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of backgrounds and experiences in various areas. In determining whether to recommend a director for reelection, the director's past attendance at meetings and participation in and contributions to the activities of the Board is also taken into consideration.

        Following the resignation of Dr. Thompson in October 2018, the Board of Directors commenced a search, currently ongoing, for one or more directors as part of board succession planning. As part of this process, the Board has decided to prioritize inclusion in the pool of director candidates those who, in addition to meeting the other criteria and qualifications for service on the board and contributing to the long-term success of the Company, would also enhance the overall gender and racial/ethnic diversity of the Board.

        The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders. Shareholders may submit director recommendations to the Corporate Secretary, Charles River Laboratories International, Inc., 251 Ballardvale Street, Wilmington, MA 01887. Pursuant to our Bylaws, nominations for directors at the Annual Meeting of Shareholders must be received not less than 90 days nor more than 120 days prior to the first anniversary of the previous year's meeting. For information about submitting shareholder proposals, including director nomination proposals, please see the section of this Proxy Statement entitled "Shareholder Proposals for 2020 Annual Meeting."

Meeting Attendance

        All Board members are expected to attend our Annual Meetings of Shareholders, unless an emergency prevents them from doing so. All but one of the members of the Board serving at that time attended the 2018 Annual Meeting of Shareholders. During 2018 there were seven meetings of the Board of Directors. Each director attended 75% or more of the aggregate number of Board meetings and the committee meetings of the Board on which he or she served during 2018.

Other Board Service

        Our Corporate Governance Guidelines provide that directors generally may not serve on more than five boards of directors of other publicly traded companies (in addition to our Board or the board of directors of a director's employer). Members of the Audit Committee generally may not serve on more than three publicly traded company audit committees simultaneously (including that of our company). In addition, service on boards and/or committees of other organizations must be consistent with our conflict of interest policies.

2018 Director Compensation

        We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. Linking a portion of their compensation to stock aligns the interests of directors with the interests of shareholders. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to us as well as the skill levels required by us of members of the Board.

        The following table sets forth all of the compensation awarded to, earned by, or paid to our directors for the year ended December 29, 2018. Please note that Mr. Foster receives no compensation for his role as director, and the entirety of his compensation is reported in the Summary Compensation Table located on pages 52-53 of this Proxy Statement.

        During 2018, we paid each non-employee director an annual base cash fee of $60,000 for service as our director. Members of the Audit Committee are paid an additional annual cash fee of $5,000 in recognition of the additional meetings the Audit Committee holds. Additional cash fees are paid to the Lead Independent Director ($20,000), Chair of the Audit Committee ($20,000), Chair of the Compensation Committee ($15,000), Chair of the Corporate Governance and Nominating Committee ($10,000), Chair of the Finance Committee ($10,000), Chair of the Science and Technology Committee ($10,000), and Chair of the Strategic Planning and Capital Allocation Committee ($15,000), for their added responsibilities. No additional fees are paid for attending meetings of the Board or any committee of the Board. We reimburse expenses incurred by directors in attending meetings of the Board of Directors and of its respective committees.

        The Board believes there is a greater opportunity for alignment of the Board's compensation structure with the interests of the Company's shareholders in creating sustained, long-term value by affording the Company's independent directors the opportunity to receive all or a significant percentage of their compensation in the form of restricted stock units (RSUs), with the ability to defer receipt of those RSUs for an extended period of time. Accordingly, (1) all equity awards granted to non-employee directors are in the form of RSUs, (2) directors are permitted to elect in advance to receive their annual cash fees in the form of equivalent value RSUs, and (3) we have established the Charles River Laboratories International, Inc. Non-Employee Directors Deferral Plan (Board DC Plan) which allows directors, if they so choose, to defer receipt of all or a portion of their RSUs for up to a period of five years.

        The current non-employee director equity compensation policy for each unaffiliated non-employee director is (1) restricted stock or RSUs having an intended value of approximately $215,000 (utilizing Black-Scholes pricing models) on the first day of the month following his or her initial election or appointment to the Board; provided, however, that such award will only be granted if a director is initially appointed to the Board of Directors after the date of the annual meeting of shareholders and prior to or on September 30^th of the same calendar year, and (2) restricted stock or RSUs having an intended value of approximately $215,000 on an annual basis following our annual meeting of shareholders. Under our 2018 Incentive Plan, in a single year, no non-employee director may receive equity awards with a grant date fair value that, when combined with any cash or other compensation granted in the same year, exceeds an aggregate amount of $800,000 (excluding the aggregate grant date fair value of any initial award made to such non-employee director upon his or her initial election or appointment to the Board, which will not exceed $600,000).

Director Stock Ownership Requirement

        In order to further align the interests of directors and shareholders, the Board of Directors has mandated that, to the extent permissible, directors have a significant financial stake in the Company. Accordingly, as set forth in the Corporate Governance Guidelines:Guidelines, we require that each director who has served on the Board for at least three years is required to own a minimum number of shares of vested Company stock (excluding stock options, stock subject towith a future vesting requirement, or other similar unvested and inchoate equity holdings)value equivalent to fourfive times the amount of the baseannual cash annual feeretainer that directors aresuch director is eligible to receive for such services.during his or her then current term as a member of the Board. Newly elected directors have five (5) years from election to comply with the new requirement, and in the interim the prior requirement is applicable. Board members who are subject to third-partythird party restrictions on their stock holdings (e.g., certain academic institutions) shall be permitted to own stock in an amount that is appropriate for them in light of such other restrictions. As of the date of this Proxy Statement, all of our directors who have served at least three years are in compliance with thisthe prior holding requirement.

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

        We continue to increase our commitment to environmental, social and governance (ESG) principles. As a company, we recognize that the way in which we do business influences the results we seek to achieve. Accordingly, we strive to promote and support business practices that are environmentally sustainable, socially conscious and aligned with strong corporate governance practices.

Environmental Sustainability

        Our dedication to Environmental, Health, Safety, and Sustainability (EHS&S) is an integral part of our commitment to improve lives as good corporate citizens. Our vision is to embed working safely and sustainably into everything we do and every decision we make. This vision is reflected in our recently issued Global Policy on Safety & Sustainability, which also emphasizes our commitment to compliance with applicable EHS&S regulations globally. In 2019, we developed our EHS&S Path Forward Strategic Plan to provide a roadmap for improving our EHS&S programs and performance and help us advance our vision of working safely and sustainably to achieve world-class EHS&S performance. The EHS&S Path Forward Strategic Plan consists of eight strategic priorities, as well as two cornerstones so that Charles River can embrace this overarching vision. The two cornerstones of our plan are (1) integrating our EHS&S strategy into our broader business strategy and (2) integrating the vision of working safely and sustainably into our culture. EHS&S programs and initiatives are tied to our EHS&S Path Forward Strategic Plan with the aim of moving toward world-class EHS&S performance.

        Governance.    We understand that EHS&S must be actively reviewed, managed, and integrated into our businesses so that we may move towards achieving world-class EHS&S performance. The mission of the Global EHS&S Group is to provide leadership, guidance, technical expertise, and oversight while facilitating the integration of EHS&S into our business processes by aligning EHS&S initiatives to business goals and continually monitoring and evaluating our EHS&S performance.

        Team EHS&S.    We utilize a collaborative management approach where the Global EHS&S Group solicits feedback and suggestions from our site based EHS&S leaders. In order to promote this collaborative management approach, we have developed several forums to promote communications and feedback loops, and to share tools, resources, and best practices to help our Team EHS&S advance our EHS&S efforts and grow and advance in their careers.

        Responsible Supply Chain Management.    Our internal organization and EHS&S performance are closely linked to our supply chain. We are dedicated to sustainable and responsible supply chain management, as well as supplier diversity. We consider our suppliers, contractors, consultants, and agents as a part of the Charles River team and we rely on them to help us accomplish both our business and EHS&S objectives.

        Leverage Technology.    We believe that optimizing processes and leveraging technology is a key component to operating more efficiently. We currently use the resource tracking software to manage our energy and greenhouse gas (GHG) emissions data and are working to obtaining more robust site waste and water data via this tool to help determine our environmental footprint. We are in the process of implementing an EHS&S Management Information System software solution that will allow us to more efficiently manage our Incidents, Permits and Licenses, Audits and Inspections, and Occupational Health.

        Metrics.    We focus on select key performance indicators (KPIs) to track, measure, and manage our progress toward our vision of working safely and sustainably, to achieve world-class EHS&S performance. As part of integrating working safely and sustainably into how we do business, EHS&S performance is included in our quarterly business reviews. We are also driving performance

improvement through leading indicators such as sustainable design and implementation of our EHS&S Management System.

        Performance Assurance.    Charles River has two focus areas for EHS&S performance assurance: (1) developing a global framework for managing EHS&S consistently that includes Global EHS&S Business Guidelines and (2) developing an EHS&S assessment program that assesses our facilities' EHS&S programs against this framework and applicable regulatory standards. Our new EHS&S Guidelines are in the process of being developed by a team of 23 site based EHS&S professionals. The cornerstone of the EHS&S Guidelines is our internal Charles River EHS&S Management System, which emphasize both management and employee engagement in and ownership of the EHS&S program.

        Communications.    Communication is key to developing culture and interacting with our internal and external stakeholders. Starting in 2019, Charles River has featured EHS&S success stories and discussed our EHS&S Path Forward Strategic Plan with our employees through Town Hall Meetings, the iConnect Company intranet site, Company newsletter, and semi-annual Team EHS&S Newsletter. We will continue to update our external stakeholders on our EHS&S efforts through our Corporate Citizenship Reports, as well as periodic updates on the Charles River Corporate Citizenship section of our corporate website. The information on our website, including the reports, are not incorporated by reference.

        Sustainable Design.    We believe that designing something "right the first time" is crucial. We are working to include the concepts of Sustainable Design—energy efficiency, water conservation, waste minimization, inherent safety, and well buildings—into our capital project design and review process. Further, effective January 1, 2020, Charles River established a $5 million per year Sustainability Capital Fund to fund sustainable capital projects including new construction, facility retrofits, and the procurement of more sustainable equipment including HVAC and Boilers. This Fund is intended to support sustainability capital projects annually from now through year-end 2030.

        Environmental sustainability at the Company is built upon a philosophy of enhancing the quality of human health, while minimizing our impact on the environment. Our focus on the environment begins with a review of our direct and indirect operations and their environmental impact, including reducing our global carbon footprint, increasing our utilization of renewable energy, implementing water conservation efforts and minimizing the amount of waste we dispose to landfills. We have implemented numerous measures to conserve energy and reduce GHG emissions, including improving the energy efficiency at our facilities and instituting a renewable energy procurement strategy, with the goal of reducing GHG emissions from our facilities by 50% by 2030, which is in line with the Paris Climate Agreement and the United Nations Sustainable Development Goals.

Human Capital Management

        Our people are at the heart of who we are and the driving force in our collective purpose to create healthier lives. And, it is our culture at Charles River that differentiates us. We work to create an environment that will give each employee the ability to deliver on business commitments, while having purpose, being energized and continuously learning, and focusing on quality outcomes. We intend for this environment to be built on trust, inclusion, accountability, respect, and well-being. In order to continue to grow and support this culture, we focus on providing employees with:

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clear purpose, values, beliefs, and behaviors that are role-modeled by leaders and illustrated with examples of how we live these values with one another and in our communities;



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great co-workers, joining us through a contemporary approach to attract, recruit, and onboard new talent;

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opportunities and programs that build skills and experience, supporting an agile and competitive workforce through continuous learning;



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competitive programs that support and reward performance and well-being; and



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tools and approaches that provide a more engaging employee journey.

        Our people priorities are grounded in our values and focused on providing employees a rewarding experience from day one at Charles River. We seek to engage, hire, and retain top talent by developing, appreciating, and empowering our people. We offer training and development opportunities to our employees so they can build a successful career with us and grow with our business. We value diversity in our people and strive to support work-life integration and competitive compensation and benefits. Most importantly, the safety and well-being of our people is our number one priority. Ultimately, our people priorities and actions will result in better equipping our people with more ways to connect their work to our purpose and encourage a sense of belonging.

        Charles River cultivates an environment that makes work-life integration a priority. We are building out a global wellness strategy that promotes a unified vision on health and wellness, including a focus on emotional/mental health as a critical component of well-being. For example, in 2020, Charles River issued a multi-part "Balance Series" for our employees with videos and content focused around five pillars of well-being—physical, emotional, community, financial, and social—to demonstrate the importance of self-care and our commitment to balance and well-being in the workplace. In 2019, 2,611 employees (representing approximately 15% of our global workforce at the end of 2019) participated in our Company's Global Challenge wellness program, taking part in a 100-day, friendly step-competition alongside their colleagues.

COVID-19

        2020 was a unique and unprecedented year for the world and for the Company due to the impact of the COVID-19 pandemic. Our primary focus was to maintain the health and safety of our employees while ensuring business continuity of our operations and to meet the needs of our clients, which required increased support and collaboration across all business segments and functions. In response to the changing business dynamics, particularly during the first half of 2020, we implemented a number of measures that focused on maintaining the health and safety of our employees and the continuity of our operations; ensuring our ability to support our clients' research programs; and sustaining our financial position. These measures included:

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Establishing a global crisis management team, which includes a team of internal and external experts who have been closely monitoring COVID-19 and its impact on employee safety and our business operations.



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Implementing comprehensive business continuity for each site globally, and continuously updating them to address the evolving COVID-19 situation. Our business continuity plans enabled the Company to provide products and services to clients from their local or preferred site, or if needed, utilize an alternate location when possible. Procurement has played a pivotal role in business continuity, as we proactively engaged with our suppliers to limit the potential disruption to our supply chain.



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Prioritizing health and safety of our employees by providing ongoing support, flexibility to work from home when possible, and establishing enhanced safety protocols for those essential employees required to work from our sites. We ensured that our safety protocols adhered to the guidance from government, health, and other regulatory agencies.



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Establishing a dedicated page on our corporate website, as well as an internal resource for our employees, to provide timely and important information to internal stakeholders and to clients.

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Providing additional paid time off for all employees for COVID-related situations, aligning with local requirements at a minimum.



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Enhancing our well-being offerings for employees.

        While, as a precautionary measure, we implemented temporary cost reduction initiatives during 2020 to reduce compensation expense and discretionary spending, the short duration of these initiatives did not result in a material impact to our employee compensation expense. These initiatives were primarily aimed at preservation of jobs and ensuring our ability to continue to support our clients' research programs, and included a three month delay in compensation merit increases and a three month suspension of our US 401(k) contribution match. As a result of these initiatives, we successfully avoided any significant COVID-related workforce reductions and furloughs.

Diversity, Equality & Inclusion

        We are also committed to cultivating a welcoming and inclusive environment. Operating in over 100 facilities and in over 20 countries worldwide, we believe in treating our employees and prospective talent with dignity, decency, and respect. We recognize that employee diversity contributes to a more innovative workforce and see diversity and inclusivity as a strength for our business. Our commitment to equality spans across all employment-related decisions, from hiring and promotions, to transfers and compensation and career development programs. Our goal is to continue to build a talented workforce reflective of the global communities in which we live and work, and for our people to feel that they are valued members of our Company.

        Charles River stands against racism, inequality, discrimination, and harassment of any kind. It is our innate responsibility to actively support each other through listening, empathy, respect, and compassion. Our affirmative action and equal employment opportunity (EEO) policy, commitment to equality, and hiring and retention practices support our diversity, equality, and inclusion objectives on a company-wide scale.

        Our Company is committed to equality through our diversity strategy, which is comprised of five pillars:

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Increase Representation



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Build Awareness and Understanding



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Strengthen Belonging



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Commitment to Community



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Ensure Equity

Our goals across these five pillars are global, and we aim to sufficiently communicate these messages both internally and externally, and to engage regularly with organizations that serve underrepresented populations. Furthermore, a designated Human Resources (HR) Compliance Specialist within the global HR team monitors the implementation of our U.S. Affirmative Action Program. The program outlines specific steps we take to enact affirmative action, as well as messages around EEO, and as part of our internal job postings.

        We believe that we have taken positive steps to promote a sense of belonging for our employees in the workplace by building a Diversity, Equality & Inclusion team and council; expanding diverse representation at our Board level; centralizing diversity and inclusion resources for our employees; facilitating senior leadership training on cultural differences, anti-harassment and anti-discrimination, unconscious bias, and micro-inequities; and rolling out a Diverse Interview Panel initiative. We look forward to continuing to make additional progress, including expanding education, allyship, and

integrating diversity and inclusion into our client, supplier, and business strategies. We are also looking forward to leveraging better practices as a new member of the CEO Action for Diversity & Inclusion.

        As of December 26, 2020, women made up approximately 59% of our global workforce, 58% of our U.S. workforce and 33% of our global leadership positions, defined as positions carrying the title of Vice President or higher. From our U.S. workforce, 25% self-identified as racial and ethnic minorities.

Community Involvement

        We promote health and well-being in our communities through our volunteer time off (VTO) programs and in disease education and awareness. Additionally, we strive to facilitate an inclusive and quality education for our future generations of scientists. We have plans to build digital resources in science, technology, engineering, and math (STEM) education and further partner with local schools to connect today's youth to career possibilities in STEM. We look forward to working on new initiatives to enhance our STEM education progress, such as virtual science fairs and STEM education mentoring.

        Our annual events and key signature programs invite our people to be the difference within our communities of business. These programs are coordinated through the Community Involvement Global Team and in partnership with a network of more than 100 Community Ambassadors, who plan site and community outreach events and who have local budgets to support these initiatives. Charles River more than doubled its philanthropic giving in 2020 compared to the prior year, with a hyperlocal focus on supporting the communities where we live and work. In direct response to the COVID-19 pandemic, we donated $2 million to more than 300 local community organizations worldwide. This giving includes company matches to our employee charitable match program, by which an employee can apply for Charles River to match his/her qualifying donation 1:1, up to $500 per calendar year.

        We host a Global Day of Service and a One Day volunteer program to provide our employees with opportunities to engage in our communities on a local and global scale. In 2020, we expanded our volunteer time off (VTO) programs to include "Acts of Caregiving," enabling our people to utilize their VTO to address the caregiving needs of another, such as supporting their children in remote or hybrid learning education models, or shopping for groceries and providing care for a neighbor in need. In 2020, employees contributed more than 9,500 hours of service through our VTO programs, including the expanded "Acts of Caregiving."

        We recognize that extraordinary times call for an extraordinary response. In the wake of the COVID-19 global health pandemic, we donated within our local communities of business through our Global Giving initiative. The donation, from more than 80 of our sites in 17 countries, supported over 300 organizations dedicated to food insecurity (food banks and pantries), equality (focus on racial equality, LGBTQ+ rights, or support to individuals with disabilities), first responders (EMTs and hospitals), and more (STEM education, youth and family services, homeless shelters, hospice, mental health, and elder care).

Corporate Governance

        We are committed to operating our business with integrity and accountability. We aim to meet or exceed all of the corporate governance standards established by the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). Each member of our Board of Directors (Board), other than Mr. Foster who is also our Chief Executive Officer, is independent and has no significant financial, business or personal ties to us or management, and all of our required Board committees are composed of independent directors. Mr. Chubb, who is a current director but is not a director nominee, was independent during the current 2020-2021 director term. Our Board adheres to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, which have been communicated to employees and posted on our website. We are diligent in complying with established accounting principles and are committed to providing financial information that is transparent, timely

and accurate. We have a Related Person Transactions Policy in order to promote the timely identification of transactions with related persons (as defined by the SEC) and to ensure we give appropriate consideration to any real or perceived conflicts in our commercial arrangements. We have established global processes through which employees, either directly or anonymously, can notify management (and the Audit Committee of the Board of Directors) of alleged accounting and auditing concerns or violations, including fraud. Our internal Disclosure Committee meets regularly and operates pursuant to formal disclosure procedures and guidelines to help ensure that our public disclosures, including our periodic reports filed with the SEC, earnings releases and other written information that we disclose to the investment community, are complete, accurate and timely. We will continue to monitor developments in the law and stock exchange regulations and will adopt new procedures consistent with new legislation or regulations. Copies of our Corporate Governance Guidelines and our Related Person Transactions Policy are available on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption.

Code of Business Conduct and Ethics

        All of our employees and officers, including our Chief Executive Officer and Chief Financial Officer, and members of our Board, are required to abide by our global Code of Business Conduct and Ethics (Code). Our Code outlines the laws and policies that apply to our business, as well as an individual's responsibilities for maintaining a positive and ethical work environment and our resources for issues involving legal compliance or ethical business conduct. The Code is the foundation of our comprehensive Legal Compliance program, a global function that helps promote compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and an abiding belief in the importance of the integrity of our employees. Our Code, together with related policies and procedures, covers areas of legal and professional conduct, including employment policies, conflicts of interest, intellectual property, data privacy and the protection of confidential information, as well as adherence to all laws and regulations applicable to the conduct of our business.

        Employees are required to report any conduct that they believe to be an actual or apparent violation of the Code. Consistent with the Sarbanes-Oxley Act of 2002, we maintain procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

        The full text of our Code is available on our website at www.criver.com, under the "Investors—Corporate Governance" caption. We will disclose any future material amendments to the Code and any waivers granted to any director or officer within the period required following the date of such amendment or waiver on our website.

Director Qualification Standards; Director Independence

        Our Board has adopted a formal set of Director Qualification Standards (Standards) with respect to the determination of director independence. The Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. In accordance with these Standards, we must determine that the director has no material relationship with us other than as a director. The Standards also prohibit Audit Committee members from any direct or indirect financial relationship with us, and restrict commercial relationships of all directors with us. Directors may not be given personal loans or extensions of credit by us, and all directors are required to deal at arm's length with us and our subsidiaries and to disclose any circumstance that might be perceived as a conflict of interest. The full text of our Standards is available

on our website at www.criver.com under the "Investor Relations—Corporate Governance" caption, within our Corporate Governance Guidelines.

        The Board has determined that ten of the eleven directors standing for reelection or election to the Board are independent under these Standards. The Board has determined that Mr. Foster does not qualify as an independent director due to his employment as our Chief Executive Officer. As a result, Mr. Foster only serves on the Strategic Planning and Capital Allocation Committee and the Executive Committee.

        In the course of the Board's determination of the independence of each director other than Mr. Foster, it considered any transactions, relationships and arrangements as required by the Standards. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated:

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for each of our non-employee directors, the annual amount of sales to and/or purchases from any organization of which he or she serves as an executive officer; and



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for Dr. Kochevar, the annual amount of sales (net of any charitable contributions made by us) to and/or purchases from the academic institution of which she served as Provost and Senior Vice President ad interim. In 2020, this included approximately $51,000 in payments the Company made to Tufts University pursuant to a longstanding royalty arrangement established in 1996 that predates Dr. Kochevar's relationship with either Tufts or the Company, and approximately $188,000 in arms-length sales from the Company to Tufts University in the following general categories: research models (approximately $145,000), research model services ($36,000), and other services ($7,000).

        In all such evaluations, we determined that the applicable amounts were below the greater of (1) $1 million or (2) two percent (2%) of the consolidated gross annual revenue of each of those organizations.

        In addition, with respect to all of our non-employee directors, the Board considered the amount of our discretionary charitable contributions to organizations of which he or she serves as an officer, director or trustee, and determined that our contributions constituted less than the greater of (1) $1 million or (2) two percent (2%) of such organization's total annual gross revenue in each of the organization's last three completed fiscal years.

        In conducting this analysis, the Board considered all relevant facts and circumstances, utilizing information derived from our records and responses to questionnaires completed by the directors in connection with the preparation of this Proxy Statement. For information about the entities our non-employee directors serve or have served as either (1) an executive officer or (2) an officer, director or trustee of a charitable institution (other than any such charitable institution with which the Company has no transactions, relationships, or arrangements), you are directed to their biographies adjacent to their pictures above in this Proxy Statement.

        The independent members of the Board typically meet in executive session following each regularly scheduled meeting of the full Board and, as they determine necessary, following meetings of our Board committees. Our Lead Director, Dr. Milne, leads executive sessions of the Board.

BENEFICIAL OWNERSHIP OF SECURITIES

        The following table sets forth certain information as of March 22, 2019, with respect to the beneficial ownership of shares of our common stock by (1) each person known to us to own beneficially more than 5% of the outstanding shares of common stock, (2) each of our current directors and nominees for director, (3) each of the executive officers listed in the Summary Compensation Table set forth below under the caption "Compensation of Executive Officers" (the named executives), and (4) our current directors and executive officers as a group. As of March 22, 2019, there were 48,742,906 shares of common stock outstanding.