CHARLES RIVER LABORATORIES INTERNATIONAL, INC.CRL
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
The Company has stock-based compensation plans under which employees and non-employee directors are granted stock-based awards such as stock options, RSUs, and PSUs.
During fiscal years 2025, 2024, and 2023, the primary share-based awards and their general terms and conditions are as follows:
•Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 4 years; and typically expire 10 years from date of grant.
•RSUs, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and principally vest over 4 years. With respect to RSUs, recipients are not entitled to cash dividends and have no voting rights on the stock during the vesting period.
•PSUs, which entitle the holder to receive at no cost, a specified number of shares of common stock within a range of shares from zero to a specified maximum and typically vest over 3 years. Payout of this award is contingent upon achievement of certain performance and market conditions.
As of December 27, 2025, approximately 2.2 million shares were authorized for future grants under the Company’s share-based compensation plans. The Company settles employee share-based compensation awards with newly issued shares. The following table provides stock-based compensation by the financial statement line item in which it is reflected:
| Fiscal Year | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenue | $ | 16,715 | $ | 15,658 | $ | 15,052 | |||||||||||
| Selling, general and administrative | 54,368 | 54,233 | 56,996 | ||||||||||||||
| Stock-based compensation, before income taxes | 71,083 | 69,891 | 72,048 | ||||||||||||||
| Provision for income taxes | (11,083) | (10,487) | (10,907) | ||||||||||||||
| Stock-based compensation, net of income taxes | $ | 60,000 | $ | 59,404 | $ | 61,141 | |||||||||||
No stock-based compensation related costs were capitalized in fiscal years 2025, 2024, and 2023.
Stock Options
The following table summarizes stock option activity under the Company’s stock-based compensation plans:
| Number of shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
| (in thousands) | (in years) | (in thousands) | |||||||||||||||||||||
| Options outstanding as of December 28, 2024 | 710 | $ | 231.19 | ||||||||||||||||||||
| Options granted | 21 | $ | 135.00 | ||||||||||||||||||||
| Options exercised | (1) | $ | 179.66 | ||||||||||||||||||||
| Options canceled | (40) | $ | 235.95 | ||||||||||||||||||||
| Options outstanding as of December 27, 2025 | 690 | $ | 228.10 | 6.22 | $ | 6,599 | |||||||||||||||||
| Options exercisable as of December 27, 2025 | 518 | $ | 236.41 | 5.68 | $ | 4,699 | |||||||||||||||||
Options vested and expected to vest as of December 27, 2025 | 690 | $ | 228.10 | 6.22 | $ | 6,599 | |||||||||||||||||
The fair value of stock options granted was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| Fiscal Year | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected life (in years) | 5.5 | 6.0 | 6.0 | ||||||||||||||
| Expected volatility | 43 | % | 37 | % | 36 | % | |||||||||||
| Risk-free interest rate | 4.1 | % | 4.4 | % | 3.8 | % | |||||||||||
| Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
The weighted-average grant date fair value of stock options granted was $61.63, $92.21, and $80.98 for fiscal years 2025, 2024, and 2023, respectively.
As of December 27, 2025, the unrecognized compensation cost related to unvested stock options expected to vest was $5.9 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 1.5 years.
The total intrinsic value of options exercised during fiscal years 2025, 2024, and 2023 was less than $0.1 million, $12.8 million, and $18.2 million, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price.
Restricted Stock Units
The following table summarizes the restricted stock units activity for fiscal year 2025:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| (in thousands) | |||||||||||
| December 28, 2024 | 494 | $ | 211.59 | ||||||||
| Granted | 423 | $ | 137.19 | ||||||||
| Vested | (152) | $ | 221.48 | ||||||||
| Canceled | (61) | $ | 191.67 | ||||||||
| December 27, 2025 | 704 | $ | 166.46 | ||||||||
As of December 27, 2025, the unrecognized compensation cost related to shares of unvested RSUs expected to vest was $77.8 million, which is expected to be recognized over an estimated weighted-average amortization period of 2.4 years. The total fair value of RSU grants that vested during fiscal years 2025, 2024, and 2023 was $33.7 million, $33.7 million, and $28.4 million, respectively.
Performance Based Stock Award Program
The Company issues PSUs to certain corporate officers. The number of shares of common stock issued for each PSU is adjusted based on a performance condition linked to the Company’s financial performance. The awards are further adjusted based on a market condition, which is calculated based on the Company’s stock performance relative to a peer group over the three-year vesting period. The fair value of the market condition is reflected in the fair value of the award at grant date.
The Company utilizes a Monte Carlo simulation valuation model to value these awards. Information pertaining to the Company’s PSUs and the related estimated weighted-average assumptions used to calculate their fair value were as follows:
| Fiscal Year | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (shares in thousands) | |||||||||||||||||
| PSUs granted | 223 | 136 | 146 | ||||||||||||||
| Weighted average grant date fair value | $ | 131.08 | $ | 213.99 | $ | 204.40 | |||||||||||
| Key assumptions: | |||||||||||||||||
| Expected volatility | 45 | % | 37 | % | 37 | % | |||||||||||
| Risk-free interest rate | 3.8 | % | 4.7 | % | 4.2 | % | |||||||||||
| Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Total shareholder return of 20-trading day average stock price on grant date | (29.3) | % | (5.8) | % | (9.8) | % | |||||||||||
The maximum number of common shares to be issued upon vesting of PSUs is 0.4 million. For fiscal years 2025, 2024, and 2023, the Company recognized stock-based compensation related to PSUs of $24.8 million, $22.4 million, and $28.1 million, respectively. The total fair value of PSUs that vested during fiscal years 2025, 2024, and 2023 was $30.0 million, $19.4 million, and $34.4 million, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.