the Corporate Governance and Nominating Committee is "independent" under the rules of the NYSE.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 atir.criver.comwww.criver.com under the "Investor Relations—Corporate Governance" caption.

        TheAnnually the Corporate Governance and Nominating Committee is responsible for conducting an annualconducts a three-part evaluation process coordinated by the Chair of the performance of thethis Committee/Lead Director consisting of: (1) full Board evaluation, (2) evaluations of each committee and its committees(3) director self-assessment. The purpose of this process is to determine whether itthe Board and the committees are functioning effectively. This process includes annual self-assessmentsThe Board and committee evaluations are conducted by each Board committee with performance criteria for each committee established on the basis of its charter, as well aswritten questionnaires and one-on-one interviews conducted by the chair of the committee. As part of this process, the Corporate Governance and Nominating Committee also assesses the performance of each individualCommittee. The director and the Chair of the committee/Lead Director conducts a personal discussionself-assessments are conducted by interviews with each individual member of the Board. ThisThe 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 the individual directorthis 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 director.directors. The Corporate Governance and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to pending retirement or other factors. Inexpected. For the event that vacancies are anticipated, or otherwise arise,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 fourtwo times during 20162018 and was composed of the following members: Drs. Kochevar, MacKay (Chair), Milne and Thompson, (Chair),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.

Strategic Planning and Capital AllocationFinance Committee

        The Strategic Planning and Capital AllocationFinance Committee met five timesonce during 2016 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 Committe may obtain advice and assistance from outside consultants and advisors, and receives assistance and reports from our senior management from time to time.

Finance Committee

        Effective January 1, 2017, we established a Finance Committee.2018. It is comprised of the following members: Dr. Milne, and Mr. Wallman (Chair). The Finance Committee is responsible for providing on-going,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 2016,2018, the Executive Committee consisting of Messrs. Bertolini, Foster (Chair), Massaro, and Reese, and Drs.Dr. Milne, and Thompson, 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, national origin,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 diversecollaborative 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 experiencebackgrounds 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 20172020 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 20162018 Annual Meeting of Shareholders. During 20162018 there were fiveseven 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 2016.2018.

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.

20162018 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 31, 2016.29, 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 51-5252-53 of this Proxy Statement.

        During 2016,2018, we paid each non-employee director an annual base cash fee of $60,000 for service as our director, except for membersdirector. Members of the Audit Committee who are paid an additional annual cash fee of $65,000.$5,000 in recognition of the additional meetings the Audit Committee holds. Additional cash fees are paid to the Lead Independent Director ($15,000)20,000), Chair of the Audit Committee ($15,000)20,000), Chair of the Compensation Committee ($10,000)15,000), the 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 ($10,000)15,000), for their added responsibilities. No additional fees are paid for attending meetings of the Board or any Committeecommittee of the Board. Commencing in January 2017, we will also pay an additional fee to the Chair of the Finance Committee of $10,000 per year. We reimburse expenses incurred by directors in attending meetings of the Board of Directors meetings and committee meetings.

        Prior to 2016, the policy established by the Corporate Governance and Nominating Committee was to award each non-employee director (1) stock options and restricted stock having an intended value of approximately $275,000 on the first day of the month following his or her initial election or appointment to the Board and (2) stock options and restricted stock having an intended value of approximately $185,000 thereafter on an annual basis following our annual meeting of shareholders. Consistent with the long-term incentive equity awards to our employees, the targeted award value has been traditionally issued in the form of a blend of stock options and restricted stock awards/units (in the same proportions as issued to non-officers during that same fiscal year) utilizing Black-Scholes pricing models. At the time this policy was established, effective in 2009, the Corporate Governance and Nominating Committee consulted with an independent compensation consultant in determining these values, which were based upon a general comparative review of director compensation and competitive market practices for similarly sized companies operating in the area of life sciences, with a target value based upon the 50^th percentile. Restricted stock units granted to non-employee directors in 2016 vest upon the earlier of (1) the first anniversary of the date of grant or (2) the business day prior to the Company's next annual meeting of stockholders after the date of grant of the restricted share unit.its respective committees.

        On April 5, 2016, theThe Board upon the recommendation of the Corporate Governance and Nominating Committee, determinedbelieves there would beis 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 Unitsrestricted stock units (RSUs), with the ability to defer receipt of those RSUs for an extended period of time. Accordingly, on that date, the Board (1) determined that all equity awards granted to non-employee directors would beare in the form of RSUs, (2) established a process pursuantdirectors are permitted to which directors could elect in advance to receive their annual cash fees in the form of equivalent value RSUs, and (3) adoptedwe 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.

        Director compensation levels in 2016 were consistent with prior years, as the Company last made any significant adjustment in 2009. In October 2016, following a detailed review and analysis of market data prepared by Pay Governance regarding the Board compensation practices of comparable companies, the Corporate Governance and Nominating Committee revised theThe current non-employee director equity compensation policy commencing January 1, 2017, as follows: the Company will awardfor 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 restricted stock unitsRSUs having an intended value of approximately $215,000 on an annual basis following our annual meeting of shareholders. The Company will also discontinue its practiceUnder 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 awarding non-employee directors stock options and restricted stock having an intended$800,000 (excluding the aggregate grant date fair value of approximately $275,000 in conjunction with theirany initial award made to such non-employee director upon his or her initial election or appointment.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 our Corporate Governance Guidelines, prior to October 2016, each director who has served on the Board for at least three years was required to own a minimum of 5,000 shares of our stock (excluding stock options, stock subject to future vesting requirement, or other similar unvested and inchoate equity holdings). Board members who are subject to third-party restrictions on their stock holdings (e.g., certain academic institutions) were permitted to own stock in an amount that is appropriate for them in light of such other restrictions.

        In October 2016, the Company revised these provisions in the Corporate Governance Guidelines as follows:Guidelines: each director who has served on the Board for at least three years is required to own a minimum number of shares of Company stock (excluding stock options, stock subject to a future vesting requirement, or other similar unvested and inchoate equity holdings) equivalent to four times the amount of the base cash annual fee that directors are eligible to receive for such services. Board members who are subject to third-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 this holding requirement.

BENEFICIAL OWNERSHIP OF SECURITIES

        The following table sets forth certain information as of March 10, 2017,22, 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 10, 2017,22, 2019, there were 47,681,85748,742,906 shares of common stock outstanding.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities. Officers, directors, and such beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2016,29, 2018, our officers, directors, and such beneficial owners complied with all applicable Section 16(a) filing requirements.

PROPOSAL TWO—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        In 2011,2017, our shareholders approved the Board of Directors' recommendation that we conduct an annual advisory vote on executive compensation on an annual basis. Accordingly, Proposal Two requests shareholder approval of the 20162018 compensation of our named executives as disclosed in this proxy statement.Proxy Statement.

        We had a veryanother strong fiscal year 2016. Demand2018. The demand for our products and services increased. Ourincreased meaningfully because our pharmaceutical and biotechnology clients continued to intensify their use of strategic outsourcing to improve their operating efficiency and to access capabilities that they do not maintain internally. Many of our large biopharmaceutical clients have refocusedcontinued to increase investments in their efforts on drug discovery and early-stage development after a period of greater emphasis on late-stage programsefforts and have strengthened their relationships with both contract research organizations (CROs), like Charles River, and biotechnology companies to bringassist them in bringing new drugs to market. In addition, small and mid-size biotechnologybiopharmaceutical clients benefited from the continued strength in the biotechnology funding environment in fiscal year 2018, including from the capital markets, partnering with large biopharmaceutical companies, and investment by venture capital. Academia has also benefited from partnering activities, as large biopharmaceutical companies have increasingly utilized academic research to broaden the scope of their drug discovery activities. Our full service, early-stage portfolio continued to lead to additional client discussions and new business opportunities in fiscal year 2016 regarding strategic relationships, where2018, as clients seek to outsource larger portions of their early-stage drug research programs to us.

The primary result of these trends was improvedrobust demand for our safety assessment services in fiscal year 2016,2018, particularly from biotechnology clients. This improvement led to increased capacity utilization inAs a result, our safety assessmentSafety Assessment facilities with utilization approaching optimal levels. Price also improved moderatelyremained well-utilized in fiscal year 2016, as industry capacity utilization continued2018. In order to increase. In view ofaccommodate increasing client demand, we expanded our global footprintcontinued to open modest amounts of capacity at legacy sites, and reinforced our scientific leadership in safety assessment services by acquiring WRH, Inc. (WIL Research)gained additional capacity through the acquisition of MPI Research in April 2016. We2018. Price also opened small amounts of new capacityincreased in fiscal year 2016, including the re-opening of our Charles River Massachusetts facility.2018. We believe that our scientific expertise, quality, of service, and responsiveness remain key criteria when our clients make the decision to outsource to us.

        Demand for our products and services that support our clients' manufacturing activities was also robust in fiscal year 2016. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics Testing Solutions business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. To enhance our ability to support biologic and biosimilar development, we acquired Blue Stream Laboratories, Inc. (Blue Stream) in June 2016.

        As our clients continue to pursue their goal of more efficient and effective drug research, they are evaluating outsourcing new areas of their research programs, such as discovery services. We have enhanced our Discovery Services capabilities over the past threefive years to enable us to work with clients at the earliest stages of the discovery process. In fiscal year 2016,2018, demand fromin our Discovery Services business also increased meaningfully, driven by biotechnology clients was strongas many of these clients either initiated or continued to work with us on integrated programs and other projects. Our efforts to enhance our sales strategies and become a trusted scientific partner for discovery services, but demand from larger biopharmaceuticalour clients' early-stage programs have been successful, and enabled us to attract new clients fluctuated, particularly for our early discovery capabilities. We believe that this is due to the fact thatservices, including a growing base of biotechnology clients. Demand from large biopharmaceutical companies also increased. These clients continue to have significant internal discovery capabilities, on which they can choose to rely. In order for large biopharmaceutical clients to increasingly outsource more work to us, we must continue to demonstrate that our services can augment and accelerate our clients' drug discovery process. To expedite this process, in fiscal year 2016, we implemented business changes in our early discovery business, including a small site consolidation and realignment of sales strategies.processes. Demand for ourin vivo discovery services continued to increase in fiscal year 2016,2018, and we acquired Agilux Laboratories, Inc. (Agilux)KWS BioTest in September 2016January 2018 to strengthen our bioanalytical services offering, and reinforce the linkage betweenenhance our discovery expertise and safety assessment capabilities.provide immuno-oncology capabilities to our clients.

        Demand for our products and services that support our clients' manufacturing activities was also robust in fiscal year 2018. Demand for our Microbial Solutions business remained strong as manufacturers continued to increase their use of our rapid microbial testing solutions. Our Biologics business continued to benefit from increased demand for services associated with the growing proportion of biologic drugs in the pipeline and on the market. To support this increased demand, we continue to expand the capacity of our Biologics business.

        Demand for our Research Models and Services (RMS) increased in fiscal year 2018, driven by strong demand for research models in China, higher revenue for research model services, and improved pricing. Demand for research models and services improved modestlyin China continued to be robust in fiscal year 2016. We remain confident2018, as clients in the long-term drivers of this business becausegrowing market continue to value our high-quality research models and we expanded our geographic footprint there. Demand for research models services also improved in fiscal year 2018,

particularly for our Insourcing Solutions (IS) and Genetically Engineered Models and Services (GEMS) businesses. The IS business further benefited from being awarded a five-year, $95.7 million contract from the National Institute of Allergy and Infectious Diseases (NIAID), which commenced in September 2018. The continued effect of the consolidation of internal infrastructure within our large biopharmaceutical clients and a longer-term trend towards more efficient use of research models has led to reduced demand for research models outside of China. We are confident that research models and services will remain essential tools for our clients' drug discovery and early-stage development efforts.efforts, and the RMS business will continue to be an important source of cash flow generation for us.

        We believe the strong results in 20162018 were, in part, derived from our focus on our key initiatives of:

•

enhancing our ability to support our clients in today's challengingcomplex drug research environment, through a focus on portfolio expansion, scientific expertise, and flexible working arrangements;



•

improving productivity and efficiency, and generally strengthening our business model;



•

maintaining disciplined investment in growth businesses; and



•

returning value to shareholders.

        Our continued actions toward the achievement of these initiatives in 20162018 included the following:

•

We continued our focus on operating efficiencies through further optimizing our infrastructure, utilizing automation to reduce manual processes, and generating greater savings from our procurement activities.



•

We expandedcontinued to invest in our project management office (PMO)staff, capacity, and systems to accommodate robust client demand in order2018. From strategic hiring and employee engagement initiatives, to strengthenthe expansion of our abilitycapacity and scientific capabilities, we have made essential investments that we believe will enable us to identify and manage initiatives that contribute toforge stronger relationships with our organization's productivity, efficiency, and risk management. This group participates globally with all businesses to support maximizing revenues, minimizing costs, and reducing risks. The PMO provides regular updates to our management Executive Committee, at which projects are prioritized.clients.



•

We made three acquisitionsadopted a new operating model in 2018 that expedites our decision-making processes by more closely aligning critical support functions with the operations they support. As we continue to grow, we must ensure that our businesses can be flexibly scaled to respond to the rapidly evolving market environment, and that we enhance the speed and responsiveness of various sizesour interactions, both internally and in different business segments:



•

In April 2016, we acquired WIL Research, a premier provider of safety assessment and contract development and manufacturing services to biopharmaceutical, and agricultural and industrial chemical companies worldwide.with clients.



•

In June 2016, we acquired Blue Stream, an analytical contract research organization (CRO) supporting the developmentWe made key acquisition of complex biologicsKWS BioTest and biosimilars.



•

In September 2016, we acquired Agilux, a CRO that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic services, and pharmacology services.

MPI Research.

        We believe these actions, together with others we made in 20152016 and 2017 and from which we benefited more fully in 2016,2018, significantly contributed to the 21.3%2.7% increase in total shareholder return in 2018 (when the S&P 500 declined approximately 5.2% during the same period) and to the 80.7% increase in earnings per share from continuing operations and 14.4% increase in non-GAAP earnings per share from continuing operations in 2016.2018. For a detailed discussion of our 20162018 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past several years, please see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 14, 2017.13, 2019.

        Pursuant to Section 14A of the Securities Exchange Act, we are asking our shareholders to approve an advisory resolution on our executive compensation as described in this proxy statement.Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal and required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), provides our shareholders with the opportunity to express their views, on an advisory (non-binding) basis, on our executive compensation for our named executives for fiscal year 20162018 as described in the "Compensation Discussion and Analysis" (CD&A) section beginning on page 3130 of this Proxy Statement, as well as the Summary Compensation Table and other related compensation tables and narratives found on pages 5152 through 6669 of this Proxy Statement. The advisory vote is not a vote on our general compensation

policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management.

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20162018 Annual Meeting of Shareholders (98.4%(96.1% of shares voted onin support of this matter; 98.7%96.4% excluding abstentions). We attribute this level of support to the significant actions we implemented from 2012 through 2015,2017, including significant changes to our executive compensation program during that period, as noted below:

•

We have obtained advice and recommendations on executive compensation best practices from our independent external compensation consultant, Pay Governance LLC.



•

We shifted ourOur Executive Long-Term Equity Incentive Compensation Program for our officers (including each of our named executives) to be more directlyis performance-based by restructuring awards made to those officers so that they wereand is composed of approximately 60% Performance Share Units (PSUs) incorporating relative Total Shareholder Return (TSR) and non-GAAP EPS metrics, 20% stock options, and 20% restricted stock awards/units.



•

We have obtained advice and recommendations on executive compensation best practices from our independent external compensation consultant, Pay Governance LLC.



•

For the limited number of our executives with whom we had change-in-control agreements (which included each of our executive officers at the time), we amended thesethose agreements to eliminate any "gross-up" payment by the Company of any "golden parachute" excise taxes.



•

We eliminated our Corporate Officer Discretionary Allowance program.



•

In both the 2016 Incentive Plan approved by shareholders at the 2016 Annual Meeting, and the 2018 Incentive Plan approved by shareholders at the 2018 Annual Meeting, we addedincluded a "double-trigger" requirement for accelerated equity vesting.



•

We added a Clawback Policy to our Corporate Governance Guidelines.



•

We have engaged in substantial outreach efforts to gather feedback with our major shareholders, who together comprisedhold more than a majority of the holders of our outstanding shares.

        The Compensation Committee believes that these changes were responsive to feedback from investors and enhanced the performance orientation of our executive compensation program. As thosethese elements of our executive compensation program continue today, we encourage shareholders to take these into account in considering the vote presented below.

        Notwithstanding the significant vote of approval for our executive compensation program in 2016,2018, we have embraced the idea of continuing outreach with our shareholders, particularly for corporate governance and executive compensation and corporate governance issues. In the fall of 2016,2018, we reached out to our toplargest 25 shareholders (which included, to the best of our knowledge, shareholders holding more than a majority60% of our outstanding stock) and inquired whether they wantedit would be helpful to meet and/or speak with us to discuss our corporate governance and executive compensation and corporate governance practices. We received positive responses from, and held one-on-one conversations with, a very small subset of these shareholders, with the remainder indicating they were satisfied with our compensationcorporate governance and governanceexecutive compensation practices or otherwise not responding to our inquiries. In these one-on-one meetings, shareholders offered their perspectives on relevant issues, and in each case we were informed that the shareholders were very satisfied with our financial performance, corporate governance profile, and changes to our executive compensation program, and corporate governance profile.program. In the few areas where the shareholders indicated they might see opportunities for enhancement, management forwarded the information to our Board of Directors for future consideration. None of our shareholders advocated for any substantial changes to our executive compensation program.

        In addition to the shareholder outreach we conduct every fall and winter, on August 9, 2018 we hosted our Investor Day in New York City to share our long-term growth and value creation strategy and financial outlook. Throughout the rest of the year, we continued to engage with shareholders in additional one-on-one meetings to provide forums for them to share their feedback. This is part of our

ongoing efforts to connect with our shareholders and be responsive to their perspectives on important financial, strategic and governance matters.

        We urge shareholders to read the CD&A on pages 31-4930-50 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and how they are designed to achieve our compensation objectives. The CD&A includes informative data that demonstrates our pay-for-performance alignment, as well as the Summary Compensation Table and

other related compensation tables and narratives. Furthermore, for a detailed discussion of our 20162018 financial performance and the actions we have taken during the past five years, please also see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC)SEC on February 14, 2017.13, 2019.

Advisory Vote and Board Recommendation

        We request shareholder approval of the 20162018 compensation of our named executives as disclosed in this Proxy Statement pursuant to the SEC's compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and narrative disclosures that accompany the compensation tables within the Executive Compensation section of this Proxy Statement). This vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executives and the compensation philosophy, policies, and practices described in this Proxy Statement.

        Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

"RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the named executives, as disclosed in the Company's Proxy Statement for the 20172019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20162018 Summary Compensation Table, and the other related tables and disclosure within the Executive Compensation section of this Proxy Statement."

        This advisory resolution is non-binding on the Board of Directors. Although non-binding, our Board of Directors and the Committee value the opinions of our shareholders, and will carefully review and consider the voting results when making future decisions regarding our executive compensation program.

        The Board of Directors recommends a vote "FOR" the approval of the advisory resolution on executive compensation.

PROPOSAL THREE—ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
Equity Compensation Plan Information

        In additionThe following table summarizes, as of December 29, 2018, the number of options issued under the Company's stock option plans and the number of options available for future issuance under these plans.

        The following table provides additional information regarding the aggregate issuances under our existing equity compensation plans as of December 29, 2018:

COMPENSATION DISCUSSION AND ANALYSIS

        The purpose of our compensation program is to recruit and retain the strongest possible management team, while simultaneously aligning management's interest with those of our shareholders. With these considerations in mind, the Compensation Committee (referred to in this section of the Proxy Statement as the Committee) has overseen the development, implementation and administration of our Executive Compensation Program (the Compensation Program or Program), described below, for members of senior management including the Chief Executive Officer and the other fourfive executives who are identified in the Summary Compensation Table below (our named executives). Our philosophy behind the Compensation Program is that it should appropriately align executive compensation with both the short- and long-term performance of the Company. Our named executives for fiscal year 20162018 are: James C. Foster (Chief(Chairman, President and Chief Executive Officer and President)Officer), David R. Smith (Corporate Executive Vice President and Chief Financial Officer), William D. Barbo (Corporate Executive Vice President and Chief Commercial Officer);, Birgit Girshick (Corporate Executive Vice President, Discovery, Safety Assessment, Biologics and Avian), David P. Johst (Corporate Executive Vice President, General Counsel and Chief Administrative Officer), and Dr. Davide A. Molho (Corporate Executive Vice(former President and Chief Operating Officer). Dr. Molho separated from the Company effective as of August 2, 2018 at which time Mr. Foster was re-appointed as President Global RMS, Safety Assessment & Biologics).of the Company.

Executive Summary

        We believe that the design of our 20162018 Compensation Program is best understood by evaluating it in the context of the business environment in which we have been operating since the end of the previous decade. At that time, large pharmaceutical and biotechnology companies began to undertake significant changes in their operations as they endeavored to improve the productivity of their drug development pipelines, and at the same time, streamline their infrastructures in order to improve efficiency and reduce operating costs. Until a fewabout seven years ago, these actions had an unfavorable impact

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in our Discovery and Safety Assessment segment, we enhanced our Safety Assessment and Discovery capacity by opening small amounts of new capacity at existing facilities in 2014 and 2015,over the past several years, reopening our Charles River Massachusetts facility in the first quarter of 2016, and expanding our global footprint and reinforcing our scientific leadership through the acquisitionacquisitions of WIL Research in April 2016;2016 and MPI Research in April 2018. Beginning in 2014, we also acquired several Discovery Services businesses (Argenta, BioFocus, ChanTest, VivoPath, Oncotest, Agilux, Brains On-Line and KWS BioTest) to enhance our early-stage drug research capabilities and enable us to work with clients at the earliest stages of the discovery process;



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in our Microbial Solutions segment, Manufacturing Support segment:



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we acquired (1) Celsis Group Limited in July 2015 to further enhance our rapid testing portfolio by expanding in the non-sterile quality control testing market, and (2) Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016;



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we acquired Sunrise Farms, Inc. in May 2015 to expand our production of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses;viruses, (2) Celsis Group Limited in July 2015 to further enhance our rapid microbial testing portfolio by expanding in the non-sterile quality control testing market, and (3) Blue Stream Laboratories, Inc., an analytical CRO supporting the development of complex biologics and biosimilars, in June 2016; and

over that time. Please see pages 46-4744-47 of this Proxy Statement for more information regarding our 20142016 PSU payouts.

        We believe that, when viewed in this context, the compensation for our executive officers was appropriately aligned to our financial performance. For instance, our CEO's annual cash bonus amount was 152.5%188.7% of the target, due to the fact that we generally outperformedour financial results exceeded all of the measures on which thehis annual cash bonus iswas based: a goalgoals tied to the integration of WIL Research farNon-GAAP EPS and revenue slightly exceeded expectations, Non-GAAP EPSreturn on invested capital was materially above our expectations, and free cash flow moderately exceeded expectations, and revenue was only slightly below oursignificantly outperformed expectations. Our other named executives received annual cash bonus amounts ranging from 130.3%-161.8%141%-192.5% of the target amount. (For a detailed discussion of our 20162018 financial performance, the factors that we believe are influencing demand from our clients, and the actions we have taken during the past years, please see the sections entitled "Our Strategy" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on February 14, 2017.13, 2019.)

20162018 Advisory Vote on Executive Compensation

        Charles River shareholders provided very strong majority support for our named executives' compensation at our 20162018 annual meeting of shareholders (98.4%(96.1% of shares voted in support onof this matter; 98.7%96.4% excluding abstentions). We attribute this level of support to our performance in 20152017 and the significant actions we implemented from 2012 through 2015,2017, including significant changes to our executive compensation program during that period, which followed a period of substantial outreach to our shareholders, as follows:

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Introduced Performance Share Units and Increased the Performance Orientation of the Long-Term Incentive Compensation Program:  During fiscal 2012, following a comprehensive review of our long-term equity incentive program, the Compensation Committee approved a new structure for long-term incentive awards granted beginning in fiscal 2013 that significantly increased the emphasis on performance-based equity compensation. The new structure was piloted by our executive officers in fiscal 2013, and expanded to all of our corporate officers in fiscal 2014. Under the revised structure, which continues today, our officers receive three types of equity awards:



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Performance Share Units (PSUs), which vest on a "cliff basis" after three years, only if service and performance requirements are met and which will be paid out in shares based upon two separate performance metrics: (1) first fiscal year non-GAAP earnings per share (EPS) and (2) three-year rTSR, as further described on pages 45-4745-46 of this Proxy Statement in the discussion related to Long-Term Equity Incentive Awards. PSUs are intended to comprise approximately 60% of the intended value of long-term equity incentive awards provided to executive officers in any fiscal year.



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Time-based stock options, which vest over four years. Stock options are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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Time-based restricted stock/restricted stock units,RSUs, which vest over four years (except in limited circumstances when special awards are granted). Restricted stock/restricted stock unitsRSUs are intended to comprise approximately 20% of the intended value of long-term equity incentive awards provided to officers in any fiscal year.



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Elimination of 280G Excise Tax Gross-Ups.  For the limited number of our executives with whom we had change-in-control agreements (which included each of our executive officers), we amended thesethose agreements to eliminate any "gross-up" payment by the Company of any of the excise taxes imposed by Section 4999 of the Internal Revenue Code due to "golden parachute" payments.

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Reduction and Elimination of the Discretionary Allowance.  The Corporate Officer Discretionary Allowance (CODA) program, which provided specific cash allowance tiers based on an executive's officer level, was eliminated effective fiscal 2014.



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Introduction of Clawback Policy.  In February 2013, our Board of Directors amended our Corporate Governance Guidelines to include a recoupment (also known as a clawback) policy. This policy applies to all of our executive officers. Under this Clawback Policy, in the event of a restatement of all or a significant portion of Charles River's financial statements that has been determined by the Board to be due to the gross negligence, intentional misconduct, or fraud by an executive officer, the Board has the discretion to require repayment of a portion or all of any incentive-based compensation paid to such executive officer or former executive officer and/or effect the cancellation of any unvested incentive compensation, subject to specified criteria.

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Inclusion of "double-trigger" vesting in our new2016 equity compensation plan and 2018 equity compensation plan.  Our 2016 Incentive Plan which was approved by shareholders at last year's annual meeting, included aand our 2018 Incentive Plan include "double-trigger" vesting provisionprovisions instead of the "single-trigger" provision that was included in our earlier equity compensation plans. Accordingly, agreements under oureach of the 2016 and 2018 Incentive Plan providesPlans provide for accelerated vesting only upon both the occurrence of a change of controland a qualifying termination of employment within a reasonable period following the change in control.

        The Compensation Committee believes that these changes have been responsive to feedback from investors and enhance the performance orientation of our executive compensation program. Following further shareholder outreach in the fall of 2016, we once again received positive response to the changes that were made during the preceding years, and2018, none of our shareholders advocated for any substantial changes to our executive compensation program. Notwithstanding this positive reception, the Board and Committee will continue to explore ways in which Charles River's executive compensation programs could be improved, and we remain committed to ongoing engagement with our shareholders on the various corporate governance topics that are of interest to them.

Historical Elements of Our Compensation Practices

        Certain elements of our compensation practices reflect legacy decisions and changes that were made in prior years which were designed to ensure alignment between executive compensation and Company performance, and which continue to carry forward and have influence in our program:Compensation Program today:

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Base Salaries:  We have kept base salary increases modest. While year-to-year there are adjustments (ranging from 0% to 7%15%) that may be below or above the average, in general annualized merit increases (excluding promotional increases) are consistent with the average annualized merit increase allotted to our North American workforce.



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Annual Cash Incentive Awards:  From 2009 through 2012, with business plans having been scaled to levels below earlier high-growth years, we reduced targeted bonus payouts for each goal under our Executive Incentive Compensation Plan (EICP). We resumed non-reduced targeted payouts in 2013 following a second consecutive year of solid financial performance, and have maintained that level since.



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Perquisites:  We eliminated the majority of individual perquisites/benefitsFrom 2010 to 2013, we took steps to eliminate perquisites for our officers. All significant perquisites and associated tax gross-ups available to our officers (including the named executives). Between 2010 and 2013, the value of these perquisites was partially replaced by our Corporate Officer Discretionary Allowance (CODA) program. The CODA was fullycash equivalents were eliminated effective in fiscal 2014.



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Severance:  We reduced the severance plan benefits for involuntary terminations of corporate officers under our Officer Separation Plan.

        We believe that all of these adjustments to our Program during this period were appropriate in light of, and consistent with, the economic and market environments, our financial performance, the corporate actions taken, and executive compensation trends. Furthermore, the increased focus on near-term financial and operational objectives properly aligned management's incentives with the interests of our shareholders. For example, our pay mix maintains a continued focus on variable, or "at risk," compensation. On average, approximately 81.0%83.7% of 20162018 target annual compensation for our named executives was based on long-term equity incentives and performance-based bonuses (88.2%(89.7% for our CEO). Furthermore, annual base salary for our named executives remains a relatively small portion (19.0%(16.3%) of our named executives' core intended compensation (11.8%(10.3% for our CEO).

        Furthermore, as seen in the graph below, the alignment between executive pay and our performance is demonstrated by the close correlation from 2008 to 20162018 between (1) the total compensation paid (consistent with the Summary Compensation Table) to our CEO in those years and

(2) our non-GAAP earnings per share from continuing operations during that period. As illustrated, compensation generally increased with strong performance and decreased when performance declined.

        A very similar alignment can be seen between our performance and the average pay (based on Summary Compensation Table disclosure) for the two other named executives (Mr. Johst and Dr. Molho) who have consistently been included in the summary compensation tableSummary Compensation Table during the period from 2010 to 2016 (Mr. Johst and Dr. Molho).2018.

        For purposes of these graphs, "Other" refers to the total average amounts set forth in the following columns in the Summary Compensation Table on page 51-5252-53 of the Proxy Statement: (1) Change In Pension Value and Non-qualified Deferred Compensation Earnings; and (2) All Other Compensation. Information with respect to 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, and 20132017 compensation is set forth in our 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 20162018 Proxy Statements, respectively.

        Please seeAppendix A to this Proxy Statement for reconciliation of our GAAP EPS to non-GAAP EPS for 2008-2016.2008-2018.

        In addition to the changes summarized above and the quantified alignment between executive pay and our performance, we maintain existing compensation practices that represent strong corporate governance, including the following:

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a cap on the annual EICP bonus opportunity, even for exceptional performance;



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significant stock ownership guidelines that align executives' interests with those of shareholders and which increase with the level of the executive's officer level;position;



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rules prohibiting executives from trading derivative securities, pledging our stock, and from hedging the economic risk of ownership of our stock;



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an annual risk assessment of our pay practices;



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an annual shareholder advisory vote on executive compensation;



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a Compensation Committee composed entirely of independent directors; and



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an independent compensation consultant.

        The changes to the Program made during the past fewseveral years reflect our flexibility in responding to changing market conditions, our business strategy and financial performance, executive compensation standards, and the opinions and suggestions of our investors.

        In addition to changes to the Program, in light of periodic discussions with shareholders and observation of general governance trends, we have recently made modifications to our corporate governance structure. For instance, in December 2014, we amended our Bylaws to provide for a majority vote standard for election of directors in uncontested elections, and in January 2016, we amended our Bylaws to authorize the removal of directors by shareholders without cause upon an affirmative vote of the holders of a majority of shares entitled to vote.

        We remain committed to ongoing engagement with our shareholders on various corporate governance topics that are of interest to them. We conduct these efforts through meetings and telephone calls throughout the year with our senior management, and provide shareholders with the opportunity to cast an annual say-on-pay advisory vote on executive compensation. We have determined that our shareholders should vote on a say-on-pay proposal every year, consistent with the preference expressed by our shareholders at the 20112017 Annual Meeting, and we have reiterated our recommendation to continue this practice in Proposal 3.Meeting. The Committee is always open to the input of our shareholders in making future compensation decisions for the named executives. At the same time, we believe that it is important to maintain consistency in our compensation philosophy and approach. While the Committee and our management team understand the impact that immediate economic conditions and our operating performance may have on our stock price, it is important to us that the elements of the Program continue to incentivize management to achieve important short- and long-term operating goals that are intended to strengthen the companyCompany and translate ultimately into stock price appreciation for our shareholders.

Objectives of the Compensation Program

        The Committee reviews and monitors the Compensation Program and compensation policies by reference to specific objectives which are established in accordance with its charter. The Committee recognizes the importance of establishing clear objectives for the Program and evaluating the relative effectiveness of current and proposed compensation policies and practices in advancing those objectives. In keeping with our philosophy that the Program should appropriately align executive compensation with both the short- and long-term performance of the Company, the Committee has determined that the Compensation Program should achieve the following objectives:

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attract and retain superior talent;



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support the achievement of desired levels of Company performance;



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align the interests of executives with the interests of shareholders;



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differentially and meritoriously reward individual performance; and



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promote accountability.

        To achieve these broader objectives, the current design of the Compensation Program has also been crafted to accomplish the following:

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effectively balance fixed and at-risk compensation through a continuum of compensation elements;



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differentially reward individuals based on performance through the incorporation of both short- and long-term elements;



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differentially reward individuals who contribute to the success of high-performing business units;

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promote the achievement of desired levels of Company performance through the utilization of both short-term bonus and long-term equity elements which are closely aligned with our business performance; and



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accommodate ongoing acquisitions where the motivation and retention of talent is key to integration and business performance.

Compensation Elements

        Our Compensation Program for fiscal year 20162018 consisted of the following core and supplemental elements:

        The core elements of compensation are typically those which the Committee evaluates on an annual basis, while the supplemental elements are programs or arrangements that we have included for strategic reasons and are evaluated on a less-frequent basis by the Committee.

        Annual base salary represents the smallesta relatively small portion of our named executives' target core compensation (less than 20%17%). Over 80%83% of 20162018 targeted annual compensation for our named executives was based on variable or "at-risk" compensation elements, reflecting the Committee's focus on ensuring that senior management is appropriately rewarded for actual performance achievements. The following table shows the 20162018 total core compensation mix, based on targeted (not actual) compensation.

Compensation Setting Process

        As described above on pages 15-1616-17 of this Proxy Statement, the Compensation Committee engaged Pay Governance as its independent compensation consultant to advise the Compensation Committee on matters related to 20162018 executive compensation. Pay Governance generally assists the Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed

compensation packages for our topsenior executives, compensation program design and market practices generally, guidance on how to appropriately compensate officers, and other topics as the Compensation

Committee deems appropriate. The Compensation Committee has authorized Pay Governance to interact with management on behalf of the Compensation Committee, as needed, in connection with advising the Compensation Committee and Pay Governance is included in discussions with management. With respect to fiscal year 20162018 compensation determinations, Pay Governance specifically assisted in the following:

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evaluating and recommending adjustments to our peer group;



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benchmarking and analyzing executive compensation levels and recommending pay strategies (but not necessarily specific pay levels) for 2016; and2018;



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performing initial and ongoing calculations related to the Performance Share Unit grants to our corporate officers, including tracking and reviewing calculations of Total Shareholder Return relative to peers.peers;



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assisting with the calculations of compensation information to be included in our Proxy Statement, including the calculations and analysis related to the valuation of our PSUs;



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providing advice with respect to our 2018 Incentive Plan that was approved by our shareholders at the 2018 Annual Meeting, including analysis of peer group burn rates and overhang;



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providing analyses related to the Company's long-term incentive structure, including reviewing equity grant instrument market trends and advising on global equity grant practices; and



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providing advice with respect to the Committee's analysis of director compensation, including competitive market data.

        Pay Governance is directly accountable to the Compensation Committee, which has sole authority to engage, dismiss, and approve the terms of engagement of the compensation consultant. During 2016,2018, Pay Governance did not provide any other services to the Company.

        Only two of the named executives of the Company are regularly involved in assisting the Committee in setting compensation parameters. In his role as our Corporate Executive Vice President, General Counsel and Chief Administrative Officer, Mr. Johst assists the Committee by providing data to the Committee's consultants, developing or modifying compensation plans and programs based on the Committee's input,direction, and otherwise supporting the Committee's efforts to obtain the information and data required to make well-reasoned decisions regarding the compensation elements which comprise the Program. In his capacity as Chairman, President and Chief Executive Officer, Mr. Foster regularly participates in strategic discussions with the Committee regarding the design and scope of the Program to help ensure that the compensation elements, policies, and practices underlying the Program are properly aligned with the Company's short-term financial and long-term strategic objectives. Mr. Foster also provides recommendations to the Committee regarding modifications that would allow the Program to function more effectively in the context of our evolving business organization, and assists the Committee in evaluating the individual performance of each executive officer (other than himself) to ensure that their respective levels of compensation take such performance into account. As a matter of process, Mr. Foster and Mr. Johst frequently collaborate to analyze internal and externally-provided compensation data and information, and to provide preliminary recommendations to the Compensation Committee during the course of the Committee's determination of annual compensation levels. Other than Messrs. Foster and Johst, none of our executive officers plays a significant, ongoing role in assisting the Committee with setting compensation parameters.

Total Compensation Strategy and Peer Group

        The Committee strives in its methodology to provide total core compensation to our named executives that reflects an appropriate market benchmark and a select peer group of companies which are similar to the Company (the peer group). The peer group is primarily comprised of companies operating in the area of life sciences and drug discovery and development, with a particular focus on ensuring that the peer group takes into account the presence of companies, both in the greater Boston area and globally, who compete directly with the Company for scientific and management talent. We draw upon data for comparable companies from public disclosures for the companies in the peer group and from reputable ongoing compensation surveys of similarly sized companies in the industries listed above. Each year the Committee reviews and approves the peer group as well as a target Total Compensation Strategy. The Committee does not target a specific competitive percentile for the named executives, but rather relies on a variety of factors in making pay decisions beyond market data, such as each executive's experience, performance ratings, internal equity, and strategic value of the executive's position to the Company.

Fiscal Year 20162018 Compensation Analysis Methodology

        For fiscal year 2016,2018, in conjunction with the changes to the peer group described below, the Committee (with the assistance of Pay Governance) utilized a regression model to analyze the competitiveness of current executive compensation.compensation for each executive position. Accordingly, our target Total Compensation Strategy utilizes a methodology whereby target Total Direct Compensation is evaluated against the size-appropriate benchmark data that factors in our Company's relative size compared to the size of peer group companies and that is established for each position by reference to the peer group. Total Direct Compensation in 20162018 for our named executives generally approximated the range of competitive market data suggested by the executive's associated market benchmark and took into account the various qualitative factors listed above.

        The peer group identified by Pay Governance consists of industry comparators, both larger and smaller in revenue size than Charles River; accordingly, Pay Governance has developed a method of adjusting proxy compensation data for the peer group using common statistical regression methods to result in a good correlation between the proxy data and Charles River's corporate revenue, such that the regressed proxy revenue is commensurate to Charles River's revenue. This size-adjusted peer group proxy data is then blended with size-appropriate, custom compensation survey data (with proxy data weighted 75% and survey data weighted 25% for the named executive officer benchmarks) to derive a "market composite benchmark" for evaluating our executive compensation. The Committee originally adopted this "market composite benchmark" methodology and a peer group that is relatively large in quantitynumber of component companies for evaluating and setting 2012 executive pay levels, in part due to industry consolidation presenting a challenge to maintaining a consistent group of peer companies year-over-year, and has continued with its use since.

        For evaluating 20162018 compensation levels, the proxy peer group consisted of the following 3839 companies:

        Custom compensation survey data included information from 1310 peer group companies (noted with *), as well as from Acorda Therapeutics,Acelity L.P., Inc.; Alkermes, Beckman Coulter,Inc.; BioMarin Pharmaceutical, Covance (which was acquired by Laboratory Corporation of American in February 2015), Impax Laboratories,Pharmaceutical; Edwards Lifesciences Corp.; EMD Millipore; Halyard Health Inc.; Hill-Rom Holdings, Inc.; Horizon Pharma plc; Incyte Luminex, Myriad Genetics,Corporation; Integer Holdings Corporation; Integra LifeSciences Holdings Corporation; InVentive Health Inc; Mallincrodt Pharmaceuticals; Pharmaceutical Product Development LLC; PRA International,Health Sciences Inc.; Sanofi-Genzyme Corporation; and United Therapeutics.Sunovion Pharmaceuticals.

        For evaluating 20172019 compensation levels, the proxy peer group will change to remove Pall Corporation (which was acquired by Danaher CorporationAlbany Molecular Research (taken private in August 2015) and Sigma-Aldrich Co. LLC (which was acquired2017), Alere (acquired by Merck KGaA)Abbott Laboratories in October 2017), C.R. Bard, Inc. (acquired by Becton Dickinson & Company in December 2017), and PAREXEL International Corporation (taken private in September 2017); and add ICON plc, Myriad Genetics, Inc., and PRA Health Sciences. Quintiles Transnational will continue to addbe included under its new name, IQVIA Holdings, Inc., and INC Research Holdings Inc.

will continue to be included as Syneos Health (its new name post-merger with privately-held InVentiv Health).

Annual Base Salary

        Our compensation philosophy embraces the premise that establishing base salaries at a reasonable level helps to promote retention and acts as an appropriate balance to other forms of variable or "at-risk" compensation. We pay base salaries within a range designed to approximate the market benchmark of executives with similar responsibilities in the peer group and surveys. Actual base salaries are determined after considering the competitive data, overall competitive position as compared to our compensation philosophy, prior base salary and other compensation, the performance of the individual, any promotions or significant changes in responsibility, the Company's overall salary annual increase budget, and internal equity considerations. None of these considerations is given specific weights.weight.

        In setting base salaries for our named executives, the Committee historically has taken into account the lengthy tenure of executive officers, as well as their continued long-time superior performance, which havehas resulted in base salaries generally gravitating towards the top of the range approximating the targeted market benchmark.

        Base salaries for our named executives for 20162018 (effective as of April 2016)March 25, 2018) were as follows:

Annual Cash Incentive Awards

        Our Compensation Program includes an annual cash bonus element which closely links a significant portion of executive pay to the achievement of short-term performance targets that are critical to meeting our stated financial objectives for the year. These targets are typically tied to specific financial metrics derived from our fiscal year operating plan. However, where appropriate, the Committee also approves non-financial goals that are designed to focus individuals on attaining objectives which include near-term, non-financial objectives that are also critical to the achievement of long-term strategic goals and ultimately promote the positive long-term financial performance of the Company. Our annual cash incentive awards are structured to appropriately reduce or eliminate the amount of such awards if performance falls short of the established performance targets, and to appropriately increase the amount of such awards if performance exceeds established targets, subject to a maximum incentive award opportunity. It is intended that the target award, when aggregated with the base salary, will provide a competitive level of cash compensation when each named executive achieves the performance objectives established for him or her by the Committee. Actual bonus awards are determined according to each named executive's performance in relation to his or her approved objectives, which are primarily based upon corporate and/or business unit performance.

        To implement our annual cash incentive awards, the Committee administers the Executive Incentive Compensation Plan (EICP) which applies to executive officers and other key employees of the Company. We have designed the EICP to reward executives for their contributions to the success of the Company based on predetermined corporate/business unit, functional, and/or individual objectives. The Committee annually establishes performance objectives and corresponding performance ranges for the named executives. These performance objectives and ranges are generally developed through our annual financial planning process, whereby we assess the future operating environment and build projections of anticipated results to align the performance expectations of this plan with the overall business objectives of the Company.

        Target award percentages for the named executives are 70% of base salary for Corporate Executive Vice Presidents (except for Mr. Barbo, whose target award remained at 60% for fiscal 2016 but will increase to 70% in 2017 in light of his promotion to Corporate Executive Vice President), and 100% of base salary for the Chief Executive Officer. Dr. Molho's target award percentage was increased to 80% following his promotion to President and Chief Operating Officer in February 2018, and as part of Dr. Molho's separation agreement and termination in August 2018 he became entitled to receive 65% of the 2018 bonus payout. The participant's total target award opportunity percentage is divided among a variety of weighted performance objectives which may change from year to year, but historically have included non-GAAP operating income (OI), revenue, non-GAAP earnings per share (EPS), non-GAAP free cash flow (FCF), return on net operating assets (RNOA), return on invested capital (ROIC) and other key Company performance metrics. The Committee believes that these financial metrics are very good measurements for assessing how the Company is performing from a financial standpoint. In particular, EPS is generally accepted as a key driver of shareholder return. The OI, ROIC and FCF metrics measure how efficiently and effectively management deploys its capital and generates capital liquidity for corporate usage in pursuing opportunities that enhance shareholder value. Minimum and maximum performance levels for each

performance objective are incorporated into the plan. For the performance objectives assigned to each of the named executives, minimum performance levels for 20162018 were set at 90% of the target performance objective, and maximum performance levels were set at 108% of the target performance objective. The maximum payout achievable in 20162018 was 250% of target. At the end of each fiscal year, we compare the Company's (and applicable business units') final performance for the fiscal year against the Company's (or business units') targeted performance established at the beginning of such fiscal year, except where an adjustment to the targeted performance is warranted due to an unanticipated intervening event which would have an unintended and significant impact toon the payout (which did not occur in 2016)2018). These measurements determine the EICP payout levels for each of the performance objectives tied to corporate (or business unit) performance. To determine a participant's actual award, each performance objective's payment level is multiplied by the relative weight of the performance objective, and the cumulative amounts are aggregated to determine the individual's total EICP award amount.

        On December 8, 2015,12, 2017 the Committee established the 20162018 EICP performance criteria for the named executives as described in the table that follows below. To avoid any unintended windfall resulting from the Company's acquisition of WILMPI Research (which was anticipated at the beginning of 2016,2018, but which was not closed until April 2016,)2018), the original EPS, OI, revenue, FCF and revenueROIC targets were later adjusted upwards by the Board of Directors at their meeting in May 20162018 to take into account the short-term effect of the acquisition of WIL Research.acquisition. Overall, in 2016 we achieved corporate and financial results which in general exceeded (in some cases substantially) our original targets, with2018 there were significant performance variances among our different operating metrics, as recognized in theperformance criteria. The variable EICP amounts awarded to our named executives. In particular, weexecutives contained in the table below reflect the differing performance of various performance criteria and the degree to which specific formal objectives were achieved, results for goals specifically tied to the integration of WIL Research that exceeded expectations, results for free cash flow and EPS that moderately exceeded expectations, and performance for revenue that were very slightly belowconsistent with our internal targets.pay-for-performance executive compensation design. We believe that the variability in the magnitude of the EICP amounts awarded correlates closely with the relative performance of the officers' respective business units (as compared to the targeted performance goals), and reflects a proper use of bonus compensation to distinguish between levels of annual performance. Year to year,Year-to-year, EICP awards reflect such changesperformance and payout variability as shown in the table on page 4344 of this Proxy Statement.

        The Committee has the discretion to employ its judgment in determining individual awards, and in fact approves the entire EICP award for each named executive. In addition to the quantitative factors, final individual EICP awards for the named executives incorporate both (1) other than for the Chief Executive Officer, the Chief Executive Officer's recommendations (other than for himself), and (2) the Committee's assessment of each named executive's overall individual performance and contribution. In addition, the Committee, in its sole discretion, may modify or change the EICP at any time. With respect to the 20162018 fiscal year, the original target amounts and objectives were modified to take into accountneutralize the completionimpact of (1) the acquisition of MPI Research in April 2018 and (2) the financial impact of the WIL Research acquisition early in the fiscal year; however, the awards to the named executives were not modified upwards from the amounts they were eligible to receive under the EICP formula.Company's venture capital investments. The

following table shows the fiscal 2016year 2018 target EICP cash bonus, performance goals, goal attainment levels, and cash bonuses actually paid (in February 2017)2019) for each of our named executives: