UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Check the appropriate box:

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

April 5, 201928, 2020

Dear Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Harvard Bioscience, Inc. (the “Annual Meeting”) to be held on Thursday, May 16, 2019June 11, 2020 at 11:00 a.m. EDTEDT.Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, the Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2020, you must enter the offices of Burns & Levinson LLP, 125 Summer Street, Boston, Massachusetts 02110. control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.At the meeting, we will be voting on the matters described in this Proxy Statement.the accompanying proxy statement.

We are using the Internet as our primary means of furnishing the proxy materials to our stockholders. This process expedites the delivery of proxy materials, ensures materials remain easily accessible to stockholders, and allows stockholders to receive clear instructions for receiving materials and voting.

We are mailing the Notice of Internet Availability of Proxy Materials to stockholders on or about April 5, 2019.28, 2020. The Proxy Statementproxy statement and 2018 Annual Report to Stockholders, which includes theour Annual Report on Form 10-K for the year ended December 31, 2018,2019, are available atwww.proxyvote.com. www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials contains instructions for our stockholders’ use of this process, including how to access or receive copies of our Proxy Statementproxy statement and 20182019 Annual Report and how to vote including onlineby Internet or mail. To the extent you receive a proxy card, such proxy card will also contain instructions on how you may alsoto vote, including the option to vote by telephone. In addition, the Notice of Internet Availability of Proxy Materials contains instructions on how you may (i) receive a paper copy of the Proxy Statement and 2018 Annual Report, if you received only a Notice of Internet Availability of Proxy Materials this year, or (ii) elect to receive your Proxy Statement and Annual Report only over the Internet, if you received them by mail this year.

If you are unable to attend the meeting virtually, it is still important that your shares be represented and voted. Therefore, regardless of the number of shares you own, PLEASE VOTE THROUGH THE INTERNET, BY TELEPHONE OR BY MAIL. Any stockholder who attends the meeting virtually may vote in person,through the meeting website, even if he or she has already voted through the Internet, by telephone or by mail.

The Board of Directors has fixed the close of business on March 21, 2019April 17, 2020 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT. OUR ANNUAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONSINSTRUCTION CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. INSTRUCTIONS REGARDING THE METHODS OF VOTING ARE CONTAINED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

	Sincerely,
	Jeffrey A. DucheminJames Green Chairman of the Board, President and Chief Executive Officer

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

(508) 893-8999

_______________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 16, 2019June 11, 2020

_______________

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Harvard Bioscience, Inc. (the “Company”) will be held on Thursday, May 16, 2019,June 11, 2020, at 11:00 a.m. EDTEDT.Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, the Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2020, you must enter the offices of Burns & Levinson LLP, 125 Summer Street, Boston, Massachusetts 02110 control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. The Annual Meeting will be held for the following purposes:

The Board of Directors has fixed the close of business on March 21, 2019April 17, 2020 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of Common Stock of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each of the items of business listed above is more fully described in the proxy statement that accompanies this notice.

In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

The Board of Directors of Harvard Bioscience, Inc. recommends that you vote “FOR” the election of the nominees of the Board of Directors as Directors of Harvard Bioscience, Inc., “FOR” the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm, “FOR” the proposal to approve an amendment to the Harvard Bioscience, Inc. EmployeeFourth Amended and Restated 2000 Stock PurchaseOption and Incentive Plan to, among other things, increase the number of authorized shares of Common Stock available for issuance thereunder by 350,000 shares,3,700,000 and to reduce the fungible share ratio thereunder , and “FOR” the proposal to approve, by a non-binding advisory vote, of the compensation of our named executive officers.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, May 16, 2019:June 11, 2020: The Proxy Statementproxy statement and 2018 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2018,2019 are available atwww.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

	By Order of the Board of Directors,
	Jeffrey A. DucheminJames Green Chairman of the Board, President and Chief Executive Officer

Holliston, Massachusetts

April 5, 201928, 2020

YOUR VOTE IS IMPORTANT. OUR ANNUAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

Harvard Bioscience, Inc.

Notice of 2019 Annual Meeting of Stockholders,

Proxy Statement and Other Information

Contents

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

(508) 893-8999

_______________

PROXY STATEMENT

_______________

Annual Meeting of Stockholders to Be Held on Thursday, May 16, 2019June 11, 2020

This Proxy Statementproxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Harvard Bioscience, Inc. (the “Company” or “we”) for use at the 2020 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday, May 16, 2019,June 11, 2020, at 11:00 a.m. EDT, at the offices of Burns & Levinson LLP, 125 Summer Street, Boston, Massachusetts 02110, and any adjournments or postponements thereof.Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, the Annual Meeting will be held by virtual meeting only. You may obtain directionswill not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.proxyvote.com. www.virtualshareholdermeeting.com/HBIO2020, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the Annual Meeting, the stockholders of the Company will be asked to consider and vote upon:

We are pleased this year to again take advantage of the rules and regulations of the Securities and Exchange Commission, or SEC, that allow us to furnishfurnishing proxy materials, which include our Proxy Statementproxy statement and our Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), to our stockholders over the Internet, and providing a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, including our Proxy Statementproxy statement and Annual Report, while lowering the costs and reducing the environmental impact of our annual meeting. The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders of the Company on or about April 5, 2019,28, 2020, in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on March 21, 2019April 17, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”). Only holders of Common Stock, par value $.01 per share, of the Company (the “Common Stock”) of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were 37,667,78338,375,133 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and approximately 107104 stockholders of record. Each holder of a share of Common Stock outstanding as of the close of business on the Record Date will be entitled to one vote for each share held of record with respect to each matter properly submitted at the Annual Meeting.

The presence, in personvirtually online or by proxy, of holders of at least a majority of the total number of outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or their nominees who do not return a signed and dated proxy, properly deliver proxies via the Internet or telephone, or attend the Annual Meeting in personvirtually will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Consistent with applicable law, we intend to count abstentions and broker non-votes only for the purpose of determining the presence or absence of a quorum for the transaction of business.

A broker “non-vote” refers to shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter. Applicable rules no longer permit brokers to vote inIf the election of Directors ifbeneficial owner does not provide voting instructions, the broker hasor nominee can still vote the shares with respect to matters that are considered to be “routine,” but not receivedwith respect to “non-routine” matters. Proposal No. 2, the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, is considered “routine” under applicable rules. A broker or other nominee may generally vote on routine matters without voting instructions from the beneficial owner. Accordingly, it is important that beneficial owners, instruct their brokers how they wishand therefore no broker non-votes are expected to exist in connection with Proposal 2. The remaining proposals are considered “non-routine” under applicable rules. A broker or other nominee cannot vote their shares.

without instructions on non-routine matters, and therefore there may be broker non-votes on those proposals. Accordingly, if you own shares in street name through a broker, bank or other nominee, please be sure to provide voting instructions to your nominee to ensure that your vote is counted on each of the proposals.

With respect to the election of two Class III Directors in Proposal No. 1, each such Director is elected by a plurality of the votes cast if a quorum is present. Votes may be cast for or withheld from each Director. In a plurality election, votes may only be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. This means that the two persons receiving the highest number of “FOR” votes will be elected as Directors.

Approval of Proposal Nos. 2, 3 and 4 regarding the ratification of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, approval of an amendment to our Employee Stock Purchase Plan and the non-binding advisory vote on the compensation of our named executive officers respectively, requiresrequire the affirmative vote of a majority of the votes cast at the Annual Meeting in personvirtually online or by proxy.

Any shares not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the election of the Directors, except to the extent that the failure to vote for an individual results in another individual receiving a larger percentage of votes, and no impact on the proposal for approvalvoting results of each other matter expected to be voted on at the Annual Meeting.

The corporate actions described in this Proxy Statement will not afford stockholders the opportunity to dissent from the actions described herein or to receive an agreed or judicially appraised value for their shares.

You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Notice of Internet Availability of Proxy Materials.Notice. Instead, the Notice of Internet Availability of Proxy Materials will instruct you how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy via the Internet or mail. To the extent you receive a proxy card, such proxy card will also contain instructions on how you may also vote by telephone.telephone (in addition to voting by Internet or mail). If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.Notice.

We encourage you to vote either online, by telephone or by completing, signing, dating and returning a proxy card, or if you hold your shares through a brokerage firm, bankbroker or other financial institution,nominee, by completing and returning a voting instruction form. This ensures that your shares will be voted at the Annual Meeting and reduces the likelihood that we will be forced to incur additional expenses soliciting proxies for the Annual Meeting.

Voting over the Internet, by telephone or mailing a proxy card will not limit your right to vote in personvirtually online or to attend the Annual Meeting.Meeting virtually. Any record holder as of the Record Date may attend the Annual Meeting in personvirtually and may revoke a previously provided proxy at any time by: (i) executing and deliveringsubmitting a later-datednew vote on the Internet or by telephone or submitting a properly completed proxy card with a later date; (ii) sending written notice that you are revoking your proxy to the corporate secretary at Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746-1371; (ii) delivering a written revocation to the corporate secretary at the address above before the meeting;01746-1371, with such notice received by June 9, 2020; or (iii) voting in personattend the Annual Meeting virtually online and vote through the Annual Meeting website. Attendance at the Annual Meeting.Meeting will not, by itself, revoke a proxy. If your shares are held by your broker or nominee, you should follow the instructions provided by such broker or nominee to revoke an earlier vote.

Beneficial holders who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution for information on how to do so. Beneficial holders who wish to attend the Annual Meeting virtually and vote in personthrough the Annual Meeting website should contact their brokerage firm, bank or other financial institution holding shares of Common Stock on their behalf in order to obtain a “legal proxy”, which will allow them to vote in person at the meeting. Attendance atthrough the Annual Meeting website.

You will not,be able to participate in the Annual Meeting online and submit your questions during the meeting by itself, revokevisiting www.virtualshareholdermeeting.com/HBIO2020. To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you received. You also will be able to vote your shares electronically prior to or during the Annual Meeting.

If you want to submit a proxy.question during the Annual Meeting, log into www.virtualshareholdermeeting.com/ HBIO2020, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Our Board of Directors recommends a vote “FOR” the nominees of the Board of Directors with respect to Proposal No. 1, and an affirmative vote“FOR” on proposalProposal Nos. 2, 3 and 4. Proxies will be voted as specified. If your proxy is properly submitted, it will be voted in the manner you direct.If you submit a properly executed proxy but do not specify instructions with respect to any particular matter to be acted upon at the meeting, proxies will be voted in favor of the Board of Directors’ recommendations.

We will pay the entire expense of soliciting proxies for the Annual Meeting. In addition to solicitations by mail, certain of our Directors, officers and employees (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, telegram, personal interview, facsimile, e-mail or other means of electronic communication. Additionally, the Company has retained Okapi Partners LLC to assist in the solicitation of proxies on behalf of the Board for a fee not to exceed $60,000, plus reimbursement of reasonable expenses. Banks, brokerage houses, custodians, nominees and other fiduciaries have been requested to forward proxy materials to the beneficial owners of shares of Common Stock held of record by them as of the Record Date, and such custodians will be reimbursed for their expenses.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, May 16, 2019:June 11, 2020: The Proxy Statementproxy statement and 2018 Annual Report, to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2018, are available atwww.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of sixseven members and is divided into three classes of Directors, with two Directors in Class I, threetwo Directors in Class II and one Directorthree Directors in Class III.

Once elected, Directors serve for three-year terms with one class of Directors being elected by our stockholders at each annual meeting to succeed the Directors of the same class whose terms are then expiring. Each nominee elected as a Director will continue in office until his or her successor has been duly elected and qualified or until his or her death,earlier resignation or retirement.removal.

At the Annual Meeting, two Class III Directors, each nominated by the Board of Directors, will stand for re-electionelection to serve until the 20222023 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.stockholders. At the recommendation of the Governance Committee, the Board of Directors has nominated Mr. James W. GreenThomas Loewald and Mr. Bertrand LoyMs. Katherine A. Eade for election as the Class III Directors of the Company. Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy “FOR” the election of Mr. James W. Green and Mr. Bertrand Loy. The nominees have each agreed to stand for re-electionelection and, if re-elected,elected, to serve as Director. However, if any person nominated by the Board of Directors is unable to serve or will not serve, the proxies will be voted for the election of such other person or persons as the Governance Committee and the Board of Directors may recommend.

Vote Required

The affirmative vote of a plurality of the votes cast by holders of shares of Common Stock present or represented by proxy and entitled to vote on the matter at the Annual Meeting is required for the election of the nominees as Class III Directors of the Company.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES OF THE BOARD OF DIRECTORS: JAMES W. GREENTHOMAS LOEWALD AND BERTRAND LOY. PROPERLY AUTHORIZED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” EACH OF THE NOMINEES UNLESS INSTRUCTIONS TO WITHHOLD OR TO THE CONTRARY ARE GIVEN.

KATHERINE A. EADE.

INFORMATION REGARDING DIRECTORS

Set forth below is certain information regarding the Directors of the Company, including the Class III Directors who have been nominated for election at the Annual Meeting, based on information furnished to the Company by each Director. The biographical description below for each Director includes his or her age, all positions he or she holds with the Company, his or her principal occupation and business experience over at least the past five years, and the names of other publicly-held companies for which he or she currently serves as a Director or has served as a Director during at least the past five years. The biographical description below for each Director also includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such person should serve as a Director of the Company. In addition to such specific information, we also believe that all of our Directors have a reputation for integrity, honesty and adherence to high ethical standards. Further, they have each demonstrated business acumen and an ability to exercise sound judgment as well as a commitment of service to the Company and our Board.

Independence

The Board of Directors has determined that the incumbent Directors listed below, other than our Chief Executive Officer, Mr. Duchemin,Green, are “independent” as such term is currently defined by applicable NASDAQNasdaq rules.

The following information is current

Recent Changes on the Board

On July 8, 2019, the Board of Directors appointed James Green as the President and Chief Executive Officer of April 1, 2019, based on information furnished to the Company to succeed our former President and Chief Executive Officer in such roles. While Mr. Green continues to serve as Chairman of the Board of Directors, as a non-independent Director he no longer serves on any of the Board’s standing committees. At the time of Mr. Green’s appointment as President and Chief Executive Officer, the Board of Directors appointed Bertrand Loy, an existing Director, as Lead Independent Director of the Board of Directors.

On September 3, 2019, the Board of Directors elected Mr. Alan Edrick as an additional Class III Director of the Company. In addition on such date, in order to ensure that each class of the Board of Directors as nearly equal in number of directors as reasonably possible as required by the Company’s Certificate of Incorporation, Mr. John Kennedy resigned from his position as a Class II Director and the remaining members of the Board of Directors unanimously re-elected Mr. Kennedy as a Class III Director. Mr. Kennedy's resignation and re-election were effected solely to ensure that each Director:class of directors would consist as nearly equal in number of directors as reasonably possible as required by our Certificate of Incorporation. For all other purposes, Mr. Kennedy's service on the Board is deemed to have continued uninterrupted without any break in service since he first joined the Board.

On April 6, 2020, the Board of Directors elected Susan Steele as an additional Class III Director of the Company. Ms. Steele will also be appointed as a member of the Compensation Committee of the Board, to become effective following the 2020 annual meeting.

Directors of Harvard Bioscience, Inc.

___________________

(AC) Member of the Audit Committee

(CC) Member of the Compensation Committee

(GC) Member of the Governance Committee

Nominees for Election asIncumbent Class I Directors— Nominated to Serve Terms Expiring 2022

James W. Greenhas served as a Director of the Company since April 2015 and was appointed Chairman on June 5, 2017. Mr. Green is a member of the Compensation Committeewas appointed President and Governance Committee.Chief Executive Officer on July 8, 2019. Immediately prior to becoming our President and Chief Executive Officer, Mr. Green isserved as President of Spacelabs Healthcare, a manufacturer of medical equipment, beginning in April 2018. Prior to that position, Mr. Green was General Partner of Grantchester Group, a private equity investment firm with over 30 years of experience in healthcare and technology. Mr. Green earlieralso previously served as President, Chief Executive Officer and a Director of Analogic Corporation, a leading publicly held advanced medical and security imaging company from 2007 until October 2016. From 2005 to 2007, Mr. Green worked as Regional Vice President of Unilab Corp., a California division of Quest Diagnostics Corporation, successfully integrating full Unilab operations into the national laboratory network of Quest Diagnostics.Corporation. From 1983 to 2005, Mr. Green worked in various other leadership positions at Koninklijke Philips Electronics NV, St. Jude Medical Inc., Beckman Instruments, McDonnell Douglas Corporation and Northrop Advanced Systems. Mr. Green holds a B.S. from the University of Missouri at Columbia, an M.S. from the University of Southern California and is a graduate of the Stanford University Executive Program. We believe Mr. Green’s qualifications to sit on our Board of Directors include his executive leadership experience and global experience in technology, healthcare and life science industries in a variety of executive positions.

Bertrand Loyhas served as a Director of the Company since November 2014 and currently serves as Chairmanthe Lead Independent Director and is a member of the Governance Committee and is a member of the Audit Committee.  Since November 2012, Mr. Loy has served as President, CEO and a Director of Entegris Inc., a provider of yield-enhancing materials and solutions used in advanced high-tech manufacturing environments. Prior to that, he served as Chief Operating Officer of Entegris from 2008 to 2012 and Chief Administrative Officer of Entegris from 2005 to 2008.  He previously worked as Vice President and Chief Financial Officer of Mykrolis Corp. from 2001 until its merger with Entegris in 2005. From 1995 to 2000, Mr. Loy was with Millipore initially as the Director of Finance and Manufacturing for Millipore's Laboratory Water Division before moving to the position of Chief Information Officer. He began his career with Sandoz Pharmaceuticals (now Novartis) where he held various positions in strategic planning, finance and audit in Europe, Japan and Latin America from 1989 to 1995. Since November 2012, Mr. Loy has served as the Chairman of SEMI, a global industry association representing the electronics manufacturing supply chain. Mr. Loy earned an M.B.A. at ESSEC Business School in France. We believe Mr. Loy’s qualifications to sit on our Board of Directors include his extensive experience as a Chief Executive Officer, as well as his experience in operational management and his extensive international experience in Europe, Asia-Pacific and the Americas.

IncumbentNominees for Election as Class II Directors— Nominated to Serve Terms Expiring 20202023

Thomas W. Loewald has served as a Director of the Company since October 2017. Mr. Loewald currently serves as Chair of the Compensation Committee and is a member of the Governance Committee. Since September 2017, Mr. Loewald has served as President of the Flexible Packaging Division of ProAmpac, a private-equity owned flexible packaging company. Prior to that, he served as Senior Vice President and Chief Commercial Officer of Thermo Fisher Scientific, a multinational biotechnology product development company. He previously worked in various roles of Thermo Fisher Scientific from 2002 to 2016. Prior to Thermo Fisher, Mr. Loewald led sales, marketing, and customer service for the adhesives division of Tyco International from 1998 to 2002. Prior to Tyco, Tom held a series of roles with General Electric’s Plastics and Materials businesses. Mr. Loewald holds a B.A. in economics from Middlebury College and an M.B.A. in business administration from Dartmouth College. We believe Mr. Loewald’s qualifications to sit on our Board of Directors include his broad global business experience in a wide range of industries from commodity to high growth, his strong strategic management and leadership skills, and his extensive record of success in leading business growth and excellence.

Katherine A. Eade has served as a Director of the Company since October 2017. Ms. Eade currently serves as Chair of the Governance Committee and is a member of the Audit Committee. Ms. Eade is Vice President, Strategic Commercial Affairs at Align Technology, a position she has held since 2019, and prior to that was Deputy General Counsel of La-Z-Boy Incorporated from 2018 to 2019. Ms. Eade has more than 18 years of experience advising public companies on M&A and other significant corporate transactions, governance matters and capital markets. Prior to joining La-Z-Boy, Ms. Eade was the Director, M&A Law and Transactions for Corning Incorporated and Division Counsel for Corning’s Life Sciences and Pharmaceutical Technologies divisions. Her life science acquisitions for Corning included the $730 million purchase of BD’s Discovery Labware business. Previous to her work at Corning, Ms. Eade was an attorney at Cleary Gottlieb Steen & Hamilton LLP, a leading international law firm, for over seven years. Earlier in her career, she served as a law clerk for Judge Morton I. Greenberg of the U.S. Court of Appeals for the Third Circuit. Ms. Eade earned a J.D., cum laude, from Harvard Law School and a B.A. in Government, summa cum laude, from Cornell University. We believe Ms. Eade’s qualifications to sit on our Board of Directors include her significant experience in mergers and acquisitions, including in the life sciences industry, and her extensive experience in capital markets and corporate governance.

Incumbent Class III Director—Terms Expiring 2021

John F. Kennedy has served as a Director of the Company since October 2000.  Mr. Kennedy currently serves as ChairmanChair of the Audit Committee and is a member of the Compensation Committee. From June 2006 until his retirement in October 2008, Mr. Kennedy served as President and Chief Financial Officer of Nova Ventures Corporation, the management company providing executive management services to the operating companies of Nova Holdings LLC, Nova Analytics Corporation and Nova Technologies Corporation. From July 2002 to June 2006, Mr. Kennedy served as the President and Chief Financial Officer of Nova Analytics Corporation, a worldwide supplier and integrator of analytical instruments. From August 1999 to April 2002, Mr. Kennedy served as the Senior Vice President, Finance, Chief Financial Officer and Treasurer of RSA Security Inc., an e-business security company. Prior to joining RSA Security, Mr. Kennedy was Chief Financial Officer of Decalog, NV, a developer of enterprise investment management software, from 1998 to 1999. From 1993 to 1998, Mr. Kennedy served as Vice President of Finance, Chief Financial Officer and Treasurer of Natural MicroSystems Corporation, a telecommunications company. Mr. Kennedy, a former CPA, also practiced as a public accountant at KPMG for 6 years. Mr. Kennedy serves on the Board of Directors of Datacom Systems, Inc. Mr. Kennedy holds an M.S.B.A. in accounting from the University of Massachusetts Amherst. We believe Mr. Kennedy’s qualifications to sit on our Board of Directors include his executive leadership experience, his significant operating, accounting and financial management expertise and the knowledge and understanding of our Company that he has acquired over seventeen years of service on our Board.

Thomas W. LoewaldAlan Edrickhas served as a Director of the Company since October 2017 and is ChairmanSeptember 2019.  Mr. Edrick currently serves as a member of the CompensationAudit Committee. Since September 2017, Mr. LoewaldEdrick has over 25 years of financial management and public accounting experience, including mergers and acquisitions, capital markets, financial planning and analysis, and regulatory compliance. Mr. Edrick has been the Executive Vice President and Chief Financial Officer of OSI Systems, Inc., a publicly traded multinational company with leading market positions in homeland security, patient monitoring and optoelectronics, since 2006. Between 2004 and 2006, Mr. Edrick served as Executive Vice President and Chief Financial Officer of the ExtrusionBioSource International, Inc. until its sale to Invitrogen Corporation. Between 1998 and Lamination Division of ProAmpac, a private-equity owned flexible packaging company. Prior to that, he2004, Mr. Edrick served as Senior Vice President and Chief CommercialFinancial Officer of Thermo FisherNorth American Scientific, Inc., a multinational biotechnology product developmentmedical device and specialty pharmaceutical company. He previously workedBetween 1989 and 1998, Mr. Edrick was employed by Price Waterhouse LLP in various rolespositions including Senior Manager, Capital Markets. Mr. Edrick earned a Bachelor of Thermo Fisher ScientificArts in economics/business from 2002 to 2016. Prior to Thermo Fisher, Mr. Loewald led sales, marketing,the University of California, Los Angeles (UCLA) and customer service for the adhesives divisiona Master of Tyco InternationalBusiness Administration from 1998 to 2002. Prior to Tyco, Tom held a seriesUCLA’s Anderson School of roles with General Electric’s Plastics and Materials businesses. Mr. Loewald holds a B.A. in economics from Middlebury College and an M.B.A. in business administration from Dartmouth College.Management. We believe Mr. Loewald’sEdrick’s qualifications to sit on our Board of Directors include his executive leadership experience as a Chief Financial Officer, as well as his significant operating, accounting and his extensivefinancial management experience.expertise, including in the life sciences industry.

Katherine A. EadeSusan Steele has served as a Director of the Company since October 2017April 2020. Ms. Steele is the Chief Executive Officer of Steele & Partners LLC, a consulting firm specializing in program management and issupply chain performance, and sits on the Board of Hill International (NYSE: HIL). Previously, Ms. Steele served as Senior Vice President of Global Supply Management at Jacobs Engineering, where she was responsible for the company’s worldwide supply chain. Prior to that, she worked for CH2M as Vice President of Business Development for Manufacturing and Life Sciences. She also served as the Program Director for the MASDAR development program in the UAE. Ms. Steele holds a memberMasters of Business Administration from the GovernanceUniversity of Miami, FL, and a Bachelor of Science from Auburn University, AL. Ms. Steele has held leadership roles with the Construction Industry Institute (CII) Board of Advisors and Executive Committee, the EPC Procurement Executives Group, and the Audit Committee. Ms. Eade is the Deputy General Counsel of La-Z-Boy Incorporated and has more than 15 years of experience advising Fortune 500 companies on significant corporate transactions, governance matters, securities, and risk management. Prior to joining La-Z-Boy, Ms. Eade was the Director, M&A Law and TransactionsSociety for Corning Incorporated and Division Counsel for Corning’s Life Sciences and Pharmaceutical Technologies divisions. Her life science acquisitions for Corning included the $730 million purchase of BD’s Discovery Labware business. Previous to her work at Corning, Ms. Eade was an attorney at Cleary Gottlieb SteenMaintenance & Hamilton LLP, a leading international law firm, for over seven years. Earlier in her career, she served as a law clerk for Judge Morton I. Greenberg of the U.S. Court of Appeals for the Third Circuit. Ms. Eade earned a J.D., cum laude, from Harvard Law School and a B.A. in Government, summa cum laude, from Cornell University.Reliability. We believe Ms. Eade’sSteele’s qualifications to sit on our Board of Directors include her significant experience in mergers and acquisitions, including in the life sciences industry,corporate governance expertise and her extensive experiencebackground in capital markets and corporate governance.supply chain management.

Incumbent Class III Director—Nominated to Serve Term Expiring 2021

Jeffrey A. Ducheminwas appointed Chief Executive Officer on August 26, 2013. Mr. Duchemin assumed the additional roles of President on November 1, 2013 and Director on October 29, 2013.  Prior to joining Harvard Bioscience, Mr. Duchemin spent 16 years with Becton Dickinson ("BD") in progressive sales, marketing and executive leadership positions across BD's three business segments; BD Medical Systems, BD Diagnostic Systems, and BD Biosciences.  In October 2012, BD Biosciences Discovery Labware was acquired by Corning Life Sciences.  Mr. Duchemin was a Global Business Director for Corning Life Sciences until his departure to Harvard Bioscience. Mr. Duchemin is a transformational leader with demonstrated business results. The depth of his experience spans across a broad range of life science research and medical device products resulting in growth on a global basis. Mr. Duchemin earned an M.B.A. from Southern New Hampshire University and a B.S. in accounting from the University of Massachusetts Dartmouth. We believe Mr. Duchemin’s qualifications to sit on our Board of Directors include his executive leadership experience and global experience in the life science industry in a variety of executive positions.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year ended December 31, 2018,2019, our Board of Directors held eightthirteen meetings. Each of the Directors attended at least 85%75% of the total number of meetings of the Board of Directors held while he or she was a Director and of the committees of which he or she was a member. The Board of Directors generally encourages Directors to attend in person the Annual Meeting of Stockholders of the Company, or Special Meeting in lieu thereof, or, if unable to attend in person, to participate by other means, if practicable. In light of the unique circumstances related to COVID-19, the Board of Directors encourages Directors to participate virtually for the 2020 Annual Meeting. In recognition of this policy, the Board of Directors typically schedules a regular meeting of the Board of Directors to be held on the date of, and immediately following, the Annual Meeting of Stockholders. AllAside from Mr. Kennedy, all of the Directors in office at the time attended, in person or by telephone, the 20182019 Annual Meeting of Stockholders held on May 17, 2018.16, 2019. The non-employee Directors meet regularly in executive sessions outside the presence of management.

Mr. Green has beenCEO Transition

As previously disclosed, in July 2019 the Chairman of our Board since June 2017.  Among other things, the Chairman provides feedback to theCompany transitioned from its former President and Chief Executive Officer, onJeffrey A. Duchemin, to Mr. Green. Prior to such transition, the Board of Directors discussed critically necessary attributes for the incoming Chief Executive Officer. The Board determined that key attributes of the incoming Chief Executive Officer included:

The decision was made by the independent directors outsideBoard of meetingsDirectors (with Mr. Green recused) to appoint Mr. Green as President and Chief Executive Officer, effective July 8, 2019. His background and turnaround experience was considered an excellent match to the attributes listed.

Board Leadership Structure

Our Board leadership structure consists of a Chairman of the Board who is also our Chief Executive Officer. Prior to Mr. Green being appointed Chief Executive Officer, the roles of Chairman of the Board of Directors. TheDirectors and Chief Executive Officer is responsible for the day-to-day management of our Company and the development and implementation of our Company’s strategy.  Our Board of Directors currently believes that separating the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.were separate. Our Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board of Directors currently believes it is in the best interests of our Company to make this determination based on the position and direction of our Company and the constitution of the Board and management team. From time to time, the Board of Directors will evaluate whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Green and as noted above, Mr. Loy has been appointed and currently serves as the Lead Independent Director.

The Lead Independent Director has broad responsibility and authority, including to:

Our Board of Directors has determined that having separate roles of our Company’sits current structure, with combined Chairman and Chief Executive Officer roles and Chairmana Lead Independent Director is in the best interestinterests of our Company and its stockholders at this time.

A number of factors support the leadership structure chosen by the Board, including, among others:

Board Committees

The Board of Directors has established an Audit Committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Governance Committee (the “Governance Committee”). The charters of each our committees are available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. Please note that the information contained on the Company website is not incorporated by reference in, or considered to be a part of, this proxy statement.

Audit Committee

The Audit Committee currently consists of Messrs. Edrick, Kennedy and Loy, and Ms. Eade. Mr. Kennedy serves as the Chairman. The Audit Committee is comprised entirely of independent Directors and it operates under a Board approvedBoard-approved charter that sets forth its duties and responsibilities. The Audit Committee met eightseven times during 2018.

The Audit Committee is governed by the Sixth Amended and Restated Audit Committee Charter which was approved by the Board of Directors on April 26, 2016. The Audit Committee Charter is available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. Please note that the information contained on the Company website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.2019.

Under its charter, the Audit Committee is responsible for, among other things:

The Audit Committee is responsible for reviewing and discussing with management our policies with respect to risk assessment and risk management. The Board and the Audit Committee discuss matters relating to risks that arise or may arise. The Audit Committee has also established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company.

The Audit Committee is also responsible for, and has established policies and procedures with respect to, the pre-approval of all services provided by the independent auditors. When assessing the independence of our auditors, the Audit Committee considers the independent registered public accounting firm’s provision of non-audit services to the Company.

The Audit Committee has also established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company. The Board of Directors, including the Audit Committee, adopted our Second Amended and Restated Code of Business Conduct and Ethics on April 26, 2016, a copy of which is available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. Please note that the information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

With respect to the Company’s the independent registered public accounting firm, currently Grant Thornton, in accordance with SEC rules and Grant Thornton policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. Our Audit Committee is involved in the selection of the lead audit partner. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chairman of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Board of Directors has determined that Messrs.  Edrick, Kennedy and Loy, and Ms. Eade, are “independent” as such term is currently defined by NASDAQNasdaq rules meetfor purposes of service on the criteria for independence set forth under the rules of the Securities and Exchange Commission, and are able to read and understand fundamental financial statements.Audit Committee. The Board of Directors has also determined that each of Messrs. Edrick, Kennedy and Loy qualifies as an “audit committee financial expert” as this term has been defined under the rules of the Securities and Exchange Commission.SEC.

Compensation Committee

The Compensation Committee currently consists of Messrs. James W. Green, Kennedy and Loewald. Mr. Loewald serves as the Chairman.Chair. Ms. Steele will be appointed to the Compensation Committee following the Annual Meeting. The Compensation Committee is comprised entirely of independent Directors and it operates under a Board approved charter that sets forth its duties and responsibilities. The Compensation Committee met fourteensix times during 2018.2019.

The Compensation Committee adopted the Fourth Amended and Restated Compensation Committee Charter on April 26, 2016. The Compensation Committee Charter is available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. Please note that the information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

The Compensation Committee determines and oversees the execution of our compensation philosophy and oversees the administration of our executive compensation programs. Its responsibilities also include overseeing the Company’s compensation and benefit plans and policies, retaining or terminating committee advisors, independence evaluation of compensation advisors, administering its stock plans (including reviewing and approving equity grants) and reviewing and approving annually all compensation decisions for the Company’s executive officers, including the CEO and the other executive officers named in the 20182019 Summary Compensation Table. See “Executive Compensation—Compensation Discussion and Analysis” later in this Proxy Statementproxy statement for information concerning the Compensation Committee’s role, processes and activities in overseeing executive compensation.

The Board of Directors has determined that Messrs. James W. Green,Mr. Kennedy, Mr. Loewald and LoewaldMs. Steele are “independent” as such term is currently defined by NASDAQ rules.Nasdaq rules for purposes of service on the Compensation Committee.

Governance Committee

The current members of the Governance Committee are Messrs. James W. GreenLoewald and Loy, and Ms. Eade. Mr. LoyMs. Eade is the Chairman.Chair.  The Governance Committee is comprised entirely of independent Directors and it operates under a Board approved charter that sets forth its duties and responsibilities. The Governance Committee met twofive times during 2018.2019.

Under the terms of its charter, the Governance Committee is responsible for identifying individuals qualified to become Board members, consistent with criteria recommended by the Governance Committee and approved by the Board of Directors, and recommending that the Board of Directors select the Director candidates for election at each annual meeting of stockholders. Its responsibilities also include recommending to the Board of Directors the criteria for membership on Board Committees. The Governance Committee is also responsible for assisting the Board of Directors with such corporate governance matters as the Board of Directors may request.

In identifying and evaluating nominees for the Board of Directors, the Governance Committee may solicit recommendations from any or all of the following sources: non-management Directors, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. In addition,At the Annual Meeting, Mr. Loewald and Ms. Eade will be standing for election by the stockholders for the first time. Mr. Loewald was first identified as a candidate for Director by a non-management member of our Board of Directors and Ms. Eade was first identified as a candidate for Director by our former Chief Executive Officer.

The Governance Committee has established a policy that it will review and consider anyprocedures for stockholders to recommend Director candidates. All stockholder recommendations for Director candidates must be submitted in writing to our Chief Financial Officer at 84 October Hill Road, Holliston, Massachusetts 01746, who have been recommended by securityholders in compliance with certain procedures established bywill forward all recommendations to the Governance Committee. The procedures to be followed by securityholders in submitting suchAll stockholder recommendations are described in the section entitled “Submission of Securityholder Recommendations for Director Candidates” includedcandidates must be submitted to the Company not less than 120 calendar days prior to the anniversary of the date on which our proxy statement was released to stockholders in this Proxy Statement. The Governance Committee will review and evaluateconnection with the qualifications of any such proposedprevious year’s annual meeting. All stockholder recommendations for Director candidate and conduct inquiries it deems appropriate.candidates must include:

The Governance Committee will evaluate all such proposed Director candidates, including those recommended by securityholdersstockholders, in compliance with the procedures established by the Governance Committee, in the same manner, with no regard to the source of the initial recommendation of such proposed Director candidate. When considering a potential candidate for membership on the Board of Directors, the Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board of Directors, all facts and circumstances that the Governance Committee deems appropriate or advisable, including, among other things, the skills of the proposed Director candidate, his or her availability, depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. At a minimum, each candidate must have high personal and professional integrity, have demonstrated ability and judgment, and be effective, in conjunction with the other Directors and candidates, in collectively serving the long-term interests of the stockholders. In addition, the Governance Committee will recommend that the Board select candidates for nomination to help ensure that a majority of the Board shall be “independent” in accordance with NASDAQNasdaq rules and that each of its Audit, Compensation and Governance Committees shall be comprised entirely of independent Directors; provided, however, in accordance with NASDAQDirectors, subject to certain exceptions under the Nasdaq rules under exceptional and limited circumstances, if a committee has at least three members, the Board may appoint one individual to such committee who does not satisfy the independence standards.requirement. Although there is no specific policy regarding the consideration of diversity in identifying Director candidates, the Governance Committee may consider whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. The Governance Committee also may consider whether the candidate has direct experience in the biotechnology, pharmaceutical and/or life science research industries or in the markets in which the Company operates.

The Board of Directors has determined that Messrs. James W. Green and Loy and Ms. Eade are “independent” as such term is currently defined by NASDAQ rules.

The Governance Committee Charter is available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. Please note that the information contained on the website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

The Board’s Role in Risk Oversight

Risks to the Company are discussed by the Board of Directors during the year. Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its Committees, oversees risk management. The Audit Committee is responsible for reviewing and discussing with management our policies with respect to risk assessment and risk management. The Board of Directors and the Audit Committee review and discuss, including with management, risks that arise or may arise, including in relation to legal, compliance and cyber-security.cyber-security matters, as well as novel risks that arise such as the impact of the COVID-19 global pandemic. For example, the Audit Committee discusses financial risk, including with respect to financial reporting and internal controls, with management and our independent registered public accounting firm and the steps management has taken to minimize those risks. Our Board of Directors also administers its risk oversight function through the required approval by the Board (or a Committee of the Board) of significant transactions and other material decisions.

Risk Considerations in our Compensation Programs

The Compensation Committee believes that risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on the Company.

Non-Employee Director Ownership Guidelines

Our Board has implemented equity ownership guidelines with respect to our non-employee directors.  SuchDirectors.  The ownership guidelines require each non-employee member of the Board of Directors, within five years from April 29, 2014, as to existing directors at such time, and five years from their initial election to the Board as to directors initially elected after such date, to own shares of our Common Stock having a value of at least three times the annual retainer of the non-employee directors.Directors.  With respect to satisfying suchthe guidelines, unvested deferred stock awards of restricted stock units are included in the calculation while stock options are excluded. All of our Directors are currently in compliance with these equity ownership guidelines.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors has adopted a Second Amended and Restated Code of Business Conduct and Ethics, on April 26, 2016, which applies to all Directors, officers and employees of the Company and its subsidiaries including the Chief Executive Officer, the Chief Financial Officer, principal accounting officer, controller and any person performing similar functions. The Second Amended and Restated Code of Business Conduct and Ethics is available on the Corporate Governance page in the Investor Relations section of our website atwww.harvardbioscience.com. We intend to post any amendments to or waivers from this Second Amended and Restatedour Code of Business Conduct and Ethics at this location on our website. Please note, however, that the information contained on the website is not incorporated by reference in, or considered a part of, this Proxy Statement.

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statementproxy statement or any future filing with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed incorporated by reference into any such filing.

The undersigned members of the Audit Committee of the Board of Directors of the Company submit this report in connection with the committee’s review of the financial reports of the Company for the fiscal year ended December 31, 20182019 as follows:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182019 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

John F. Kennedy, Chairman

Katherine A. Eade

Alan Edrick

Bertrand Loy

DIRECTOR COMPENSATION

Our Board of Directors has the authority to approve all compensation payable to our Directors, although our Compensation Committee is responsible for making recommendations to our Board regarding Board compensation. Our Board of Directors and Compensation Committee annually review our Board compensation to evaluate whether it remains competitive such that we are able to recruit and retain qualified Directors. We use a mix of cash and/or stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. As described below, our Director Compensation program currently utilizes only stock-based incentive compensation. In setting directorBoard compensation, the Board of Directors and the Compensation Committee consider the significant amount of time that Directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company of members of the Board. The Board compensation program described below remained at the same levels as compared to 2018 except with the introduction of a separate annual retainer for the individual serving as Lead Independent Director as a result of the 2019 management transitions.

Directors who are also employees of the Company receive no additional compensation for service as a Director. Non-employee Directors receive the compensation described below.

Compensation of Non-Employee Directors Upon Initial Election to the Board

Each non-employee directorDirector will be entitled to receive a non-qualified stock option having an aggregate Black-Scholes cashgrant date fair value of $134,400, rounded to the nearest 100 shares, provided that in no case shall such stock option be less than 25,000 shares (so long as 25,000 shares are required to be granted under the equity incentive plan of the Corporation).shares.  Such option shall be for the purchase of common stockCommon Stock of the Corporation and shall vest annually over three years and be granted on the fifth business day following his or her initial election to the Board.

Annual Compensation of Non-Employee Directors

Annual Retainers

Each non-employee directorDirector will be entitled to receive annual retainer amounts for each respective role on the Board. In lieu of cash, such aggregate annual retainer amounts shall each be satisfied by the issuance of deferred stock awards of restricted stock unitsunit awards as described herein.

The respective annual retainer value for each particular role on the Board are as follows:

The annual retainer awards (each a “Retainer Award”) are generally granted on the first trading day of January (the “Grant Date”) and vest quarterly over the calendar year on each March 31, June 30, September 30 and December 31.31, subject to the Director’s continued service through the applicable vesting date. The number of shares of common stock subjectCommon Stock to be granted as a Retainer Award is equal to the amountquotient of cash that would have been received had(i) the retainers all been paid in cash,dollar value of the award as set forth above, divided by (ii) the average daily closing market price of the common stock forCommon Stock during the preceding month of November, immediately preceding the Grant Date, rounded to the nearest 100 shares.

Additional Board Member or Board Roles:In the event that a non-employee directorDirector is added to the Board, or is named ChairmanLead Independent Director or chairman (of the board or any committee), or joins any committees of the Board of Directorscommittee during a fiscal year after the Grant Date, such directorDirector shall be granted a Retainer Award (the “Additional Retainer Award”), in relation to such additional roles and respective retainer amounts pro-rated for the remainder of such year. Such Additional Retainer Award shall be granted on the first trading day of the month after the individual is appointed to such roles. The Additional Retainer Award shall vest in equal amounts spread over the remaining quarterly vesting dates of the Retainer Awards for such calendar year subject to continued service as a non-employee directorDirector on the applicable vesting dates. The number of shares of common stock subjectCommon Stock to be granted as an Additional Retainer Award is equal to the amountquotient of cash that would have been received had(i) the retainers all been paid in cash,dollar value of the award as set forth above (pro-rated for the remainder of the fiscal year following the appointment to the additional role), divided by (ii) the average daily closing market price of the common stock forCommon Stock during the calendar month that is two months prior to the month the directorDirector was appointed to the additional roles, rounded to the nearest 100 shares (i.e., the month of June if the(for example, a director was appointed to the additional roles onin August 15)would use the average daily closing market price for the preceding June).

Reduced Board Roles:In the event a director’sDirector’s service (including as a Board or committee member, as chairman of the Board or their roleany committee, or as Chairman, Committee Chairman, Committee member)Lead Independent Director) ends during a particular quarter, the vesting date for such quarter in relation to the portion of the award attributable to such roles that are ending, shall be the last day of the director’sDirector’s term in the respective role, such thatand the fullpro-rated portion of the quarterly amount attributable to such roles shall vest on that earlier vesting date.date, with the remaining unvested portion of the award attributable to such roles being forfeited.

Annual Equity Award

Each non-employee directorDirector will also be entitled to receive an equity award in the form of restricted stock units having an aggregate cash value of $80,640, rounded to the nearest 100 shares, vesting fully on the earlier to occur of (i) the date of the Corporation’s next Annual Meeting of Stockholders after the grant date, immediately prior to the commencement of such meeting, and (ii) one year from the date of grant, subject to the Director’s continued service through the applicable vesting date, and granted on the fifth business day following the Corporation’s Annual Meeting of Stockholders, with such award to be evidenced by a grant of deferred stock awards of restricted stock units.Stockholders.  

Expenses

In addition, non-employee directorsDirectors shall be reimbursed for their expenses incurred in connection with attending Board and Committee meetings.

2019 Director Compensation Table

The following table presents the compensation provided by us to the non-employee Directors who served during the fiscal year ended December 31, 2018.2019.

___________________

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table shows information about our executive officers:

Biographical information for Mr. Green is provided above under the heading “Directors of Harvard Bioscience, Inc.”

Michael Rossi was named Chief Financial Officer in July 2019. Immediately prior to becoming Chief Financial Officer of the Company, Mr. Rossi served as Chief Financial Officer of Laborie Medical Technologies from August 2018 to May 2019, a manufacturer of urology and gastrointestinal diagnostic equipment. Prior to that role, he was Chief Financial Officer of Medical Specialties Distributors, a healthcare supply chain management solutions company, for over three years. Earlier in his career, Mr. Rossi held finance roles of increasing responsibility at various public companies, including Haemonetics Corporation, The Princeton Review, Inc., American Tower Corporation, Sonus Networks and Manufacturers’ Services Limited. He began his professional career as an accountant at PricewaterhouseCoopers. Mr. Rossi earned a B.S. in accounting from Babson College and an MBA from Babson College’s Olin School of Management.

Yash Singh was named Executive Vice President, Cellular & Molecular Technologies in October 2019. Prior to joining the Company, he served in various executive roles at Analogic Corporation (“Analogic”) from 2009 to 2019, most recently as President of Analogic’s Power and Motion Business. Analogic is focused on the design and manufacture of imaging and signal processing technologies. Prior to joining Analogic, Mr. Singh was a senior associate at Booz & Company. Mr. Singh earned a B.S. in chemical engineering from the Indian Institute of Technology in Bombay, India and an MBA from Haas School of Business, University of California at Berkeley.

Kenneth Olson was named Vice President and General Manager, Data Sciences International in October 2019. Prior to joining DSI, Mr. Olson served as the Senior Vice President of Global Engineering and Operations at Spacelabs Healthcare, a patient monitoring and diagnostic cardiology companies, from May 2017 to October 2019. From July 2013 until October 2019, Mr. Olson ran a successful management consulting firm in the medical device space. Mr. Olson previously served as Vice President of Research & Development at ABT Molecular Imaging from December 2010 to July 2013. Mr. Olson has significant experience in Emergency Medical Services (EMS), with over 40 issued patents in cardiology and resuscitation products. He served as Vice President of Research and Development for Medtronic Physio-Control from May 2006 to December 2010, where he oversaw the development of the LP15 Monitor/Defibrillator. Prior to Medtronic, Olson was the Chief Technical Officer for Cardiac Science, after a merger with Survivalink Corporation where he had served as the VP of R&D from its inception. Mr. Olson earned a B.S. in electrical engineering and an MBA from the University of Minnesota.

COMPENSATION DISCUSSION AND& ANALYSIS

Our compensation philosophy is designedmost recently completed fiscal year 2019 was a year of significant change for the Company. It became increasingly evident during the first part of 2019 that a change in Company strategy and leadership was necessary for Harvard Bioscience to supportthrive in our highly competitive industry. As a result, on July 8, 2019, we announced the transition of the executive leadership of our Company from our former President and Chief Executive Officer, Jeffrey A. Duchemin, to our then-serving non-Executive Chairman of the Board, James Green. At the time, Mr. Green was not only the Harvard Bioscience non-Executive Chairman, he was also the President of Spacelabs Healthcare, one of the largest patient monitoring companies in the world, based in Seattle, Washington. Having been hired by Spacelabs only 15 months earlier, Mr. Green was in the process of leading a highly successful improvement in the financial results of Spacelabs with operating profit expanding significantly during his tenure. Prior to his role at Spacelabs, Mr. Green was the Chairman and CEO of Analogic Corporation for nearly 10 years. Under his leadership, Analogic navigated the great recession while increasing its revenues by approximately 50% and dramatically improved key objective of creating value for our stockholders by growing our revenues, growing our U.S. GAAPfinancial metrics such as revenue per employee, operating margin and non-GAAP adjusted earnings per diluted share, growingshare.

In order to attract Mr. Green to take on the leadership role for Harvard Bioscience and lead our adjusted EBITDA, exclusive of one-time charges, increasing our total market capitalizationCompany through the necessary large scale management change process we required, we needed to offer a compensation package that was compelling enough for Mr. Green to take on the role, relocate back to the Boston area and growing our share price. Ourwalk away from his existing compensation package from Spacelabs. The Compensation Committee is responsible for establishingused CEO pay data that had previously been provided by the Compensation Committee’s consultant, Arthur J. Gallagher and approving the compensation for all executive officersCo., to inform its offer level as well as our knowledge of the Company.value of his existing compensation package.

During the period since Mr. Green’s appointment in July 2019 through December 31, 2019, with our new leadership team in place, our Company has undergone significant change and already shown tangible results.

This Compensation Discussion and Analysis, explainswhich should be read together with the executive compensation tables set forth below, provides information regarding our executive compensation objectives, policiesprogram for our named executive officers. Our current named executive officers are James Green, our President and practices with respect to our Chief Executive Officer, Michael Rossi, our Chief Financial Officer and Yash Singh, our other two most highly-compensated executive officers as determined in accordance with applicable SEC rules, which are collectively referred to as the named executive officers or, in this “Compensation DiscussionExecutive Vice President, Cellular and Analysis” section, our executives. Our named executive officers are currently as follows: Jeffrey A. Duchemin, Chief Executive Officer and President and Kam Unninayar, our Chief Financial Officer since the commencement of her employment on November 26, 2018.

Molecular Technologies.  This proxy statement also includes disclosures required with respect to Robert E. Gagnon,Jeffrey A. Duchemin, our former President and Chief Executive Officer, and Kam Unninayar, our former Chief Financial Officer, who served in such capacitycapacities during fiscal 2018year 2019 until his resignation in August 2018, and Yong Sun, our former Vice President and General Manager of Physiology, Cell and Molecular Instruments, who served in such capacity during all fiscal 2018 as his resignation was effective as of January 4, 2019.their respective resignations.

Our Compensation Committee is responsible for determining the compensation payable to our executive officers. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding the compensation of all executive officers, excluding his own, but our Compensation Committee is ultimately responsible for approving this compensation.  Generally, our Chief Executive Officer recommends the terms of an annual corporate bonus plan to our Compensation Committee. Our Compensation Committee then, after considering the recommendations made by our Chief Executive Officer, determines the terms and amount of compensation to pay to each of our executive officers, including our Chief Executive Officer, and the terms of any corporate bonus plans and related targets and objectives. Such determination is made in reliance on a number of other factors, including analysis and guidance provided by an independent executive compensation consultant from time to time, as well as compensation for comparable executive positions at peer group companies and our historical practices.

Objectives of Our Executive Compensation Programs

Our compensation programs for our named executive officers are designed to achieve the following key objectives:

Role of Independent Executive Compensation ElementsConsultant

The elements ofFrom time to time, our Compensation Committee has engaged an independent executive compensation include baseconsultant to provide guidance with respect to the development and implementation of our compensation programs. The Compensation Committee utilizes the reports, recommendations and insight of the independent executive compensation consultant, along with a variety of additional factors, including input from the Chief Executive Officer as to the other executive officers, in determining the appropriate compensation, including salary, annual cash incentive bonuses, employment agreements, long-termbonus and equity incentive compensation and broad-based benefits programs.

Consultant, Peer Group Information and Benchmarking

Ingrants, with respect to our named executive officers. Most recently, in October 2018, the Compensation Committee engagedobtained analysis and recommendations from Arthur J. Gallagher & Co. (“Gallagher”) to provide analysis and recommendations pertaining to our compensation philosophy, peer group comparisons and competitiveness of salary, bonus and long-term incentive compensation.  The Compensation Committee confirmed, with the assistance of Gallagher, the peer group for 2018, which included Abaxis, Inc., Cardiovascular Systems Inc., Cogentix Medical, Inc., Cutera Inc., Digirad Corporation, Enzo Biochem, Inc., Exactech Inc., Fluidigm Corporation, Fonar Corporation, Genmark Diagnostics Inc., IRIDEX Corporation, Lemaitre Vascular Inc., Luminex Corporation, NanoString Technologies, Inc., Neogenomics Inc., Pacific Biosciences of California, Inc., and Quidel Corporation.

In the first quarter of 2018, the Compensation Committee engaged Gallagher to provide analysis and recommendations pertaining to the compensation, including salary, bonus and equity grants, with respect to our Chief Executive Officer and Chief Financial Officer. The data from this most recent Gallagher analysis informed the Compensation Committee’s decision on the offer made to both Mr. Green and Mr. Rossi when they were hired in July 2019. The companies represented in the Gallagher study from October 2018 (the “Peer Group”) represented public companies from both the life sciences and industrial sectors, with a focus on companies that produce and provide equipment, and consisted of:

The Peer Group companies had fiscal year 2017 revenues of between $67 million and $280 million and, as of August 31, 2018, had market capitalizations of between $106 million and $492 million.

Gallagher also provides medical benefits consulting services to one of the Company’s subsidiaries, for which it received commission-based fees from insurers of $54,401 and fees paid by the Company of $1,495 during fiscal year 2019. The Compensation Committee utilizedhas assessed the reports, recommendations and insightindependence of Gallagher along with a variety of additional factors, including input from Mr. Duchemin aspursuant to the other executive officers, in determiningNasdaq rules and the appropriate compensation, including salary, bonus and equity grants, with respect to Messrs. Duchemin, Gagnon and Sun.Company concluded that the work performed by Gallagher for the Compensation Committee did not raise any conflict of interest.

Shareholder Engagement

At the request of the Board, our management team led an extensive shareholder outreach initiative during fiscal year 2019 and early fiscal year 2020. This outreach initiative was designed to assist our Board in fully understanding the perspectives of our shareholders. We also consulted any publicly-available policies of our major shareholders to better understand their views on corporate governance and executive compensation. This effort supplemented the ongoing communications between our management and shareholders through various engagement channels, including direct meetings, analyst conferences and road shows. These meetings provided the management and the Board with valuable insights into our shareholders’ perspectives.

During this engagement, we reached out to our top 30 shareholders representing more than 78% of our shares outstanding. Mr. Green, our new Chief Executive Officer, and Mr. Rossi, our new Chief Financial Officer, held at least one telephonic meeting with shareholders representing 46% of our shares outstanding. We provided an open forum to each shareholder to discuss and comment on any aspects of the Company’s overall strategy, corporate governance, and executive compensation. Overall, we received positive feedback from the shareholders who engaged with us, and they expressed confidence in the new management team. Following this engagement with our shareholders, we agreed to keep in contact with them, as well as the other shareholders who chose not to engage with us, in order to continue to receive whatever feedback they may have on our strategy, corporate governance, and executive compensation.

Compensation Elements

The elements of executive compensation include base salary, annual cash incentive bonuses, long-term equity incentive compensation, employment agreements, and broad-based benefits programs. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation.

Base Salary

We pay our executivesexecutive officers a base salary, which we reviewour Compensation Committee reviews and determinedetermines annually. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. AlthoughThe 2019 annualized base salaries are established in part based on the individual experience, skills and expected contributions during the coming yearsalary of each of Messrs. Green, Rossi and Singh and our executivesformer executive officers, Mr. Duchemin and each executive’s performance during the prior year, we do not view base salaries as primarily serving our objective of paying for performance.Ms. Unninayar were:

It is our goal to maintain a base salary structure among our executives that, in our judgment, appropriately reflects their respective roles and responsibilities. For 2018, for the period from January 1 to March 31, the base salaries for the named executive officers were as follows: $528,815 per year for Mr. Duchemin, $335,580 per year for Mr. Gagnon and $236,436 per year for Mr. Sun. For the period from March 31 to December 31 during 2018, the base salaries for the named executive officers were based on the following increased amounts established by the Compensation Committee: $557,000 per year for Mr. Duchemin, $356,000 per year for Mr. Gagnon and $256,000 per year for Mr. Sun. For Ms. Unninayar, whose employment commenced on November 26, 2018, her base salary was $340,000 per year for 2018. Their current salaries are based on the factors discussed above as well as our goal of maintaining a base salary structure among our executives that, in our judgment, appropriately reflects their respective roles and responsibilities.

Our executives’ base salaries reflect the initial base salaries that we negotiated with each of our executives at the time of his or her initial employment and our subsequent adjustments to these amounts, to reflect market increases, our growth, our executives’ performance and increased experience, any changes in our executives’ roles and responsibilities and other factors. The base salaries of our executives are based on our understanding of base salaries for comparable positions at similarly situated companies at the time, the individual experience and skills of, and expected contribution from each executive, the roles and responsibilities of the executive, the base salaries and annual bonus eligibility of our existing executives and other factors.

In connection with the cost management measures undertaken to address the evolving coronavirus pandemic, for the period beginning on April 13, 2020 and ending on June 30, 2020, Mr. Green and Mr. Rossi voluntarily agreed to have their salaries reduced by 50%.

Annual Cash Incentive Bonuses

Consistent with our emphasis on performance-based incentive compensation programs, our executives are eligible to receive annual cash incentive bonuses. The Compensation Committee of our Board has the authority to provide such bonuses for a given fiscal year based on the performance of our executives asexecutive officers with respect to the key performance areas and targets established by the Compensation Committee for such period. These bonuses are primarily based upon our companyCompany meeting certain growth targets, which historicallymost recently have been measured by exceeding targets relating to revenue growth and non-GAAP earnings per diluted share. Non-GAAP earnings per diluted share revenue growth, adjusted EBITDA, each exclusiveexcludes certain charges noted in the footnote of one-time charges.the table below. In addition to the primary bonus components that may be earned based on the achievement of specific performance areas and targets set by the Compensation Committee, the bonus also often includes a discretionary component. When assessing any such discretionary component, the Compensation Committee also considers other performance goals, current economic conditions and exceptional and/or inadequate performances by each executive officer.

The primary objective of our annual cash incentive bonuses is to motivate and reward our named executive officers for meeting our short-term objectives. We have structured our annual cash incentive bonuses in a manner so that they may represent a meaningful portion of our executives’ currently paid out cash compensation. In establishing these levels, in addition to considering the incentives that we want to provide to our executives, we also consider the bonus levels for comparable positions at peer group companies and our historical practices.

In 2018,2019, the Compensation Committee of our Board established performance targets with respect to the annual cash incentive bonuses for the named executive officers, including our former Chief Executive Officer and Chief Financial Officer.

As a result of their departure, our former Chief Executive Officer and former Chief Financial Officer did not receive an annual incentive bonus with respect to fiscal year 2019.

In connection with the compensation packages they received upon their hiring in 2018, including Messrs. Duchemin, Gagnon and Sun.  For 2018, varying bonus payouts were available in the range2019, each of $0.21 to $0.265 of non-GAAP earnings per diluted share, subject to foreign currency fluctuation impact, and $119 million to $124 million of revenue.  In determining whether and to what extent to awardour current named executive officers agreed that eligibility for annual cash bonuses would not commence until fiscal year 2020. As such, our current named executive officers did not receive any annual cash incentive bonus for 2018,fiscal year 2019, provided that when his employment commenced Mr. Green received a pro-rated, time-based RSU, as described below, equal to a minimum annual bonus attributable to fiscal year 2019. This grant, along with a two year cliff based equity award granted to Mr. Green at such time, were designed to offset the Compensation Committee considered if the established target was met and or exceeded. In additionloss a bonus that would have expected to the achievement of the corporate goal noted above, the Compensation Committee assessed the extenthave been paid to which each executive officer contributed to our achievement of such target.Mr. Green by his former employer, Spacelabs Healthcare.

For 2018,Commencing in accordance with their respective employment arrangements, in the event the objective was determined by the Board of Directors or the Compensation Committee (and our Chief Executive Officer with respect tofiscal year 2020, Mr. Sun) was achieved, and depending on the level of achievement within the objective range, each of our named executive officers wereGreen is eligible to receive cash incentive compensation on an annual basis of upequal to one hundred fifty percent (150%)100% of his base salary upon achievement of his financial targets, with respect to Mr. Duchemin, one hundred percent (100%)a maximum of 150% of his base salary, with respectand each of Messrs. Rossi and Singh are eligible to Mr. Gagnon, and thirty five percent (35%)receive cash incentive compensation equal to 50% of their respective base salaries, for Mr. Sun.  with a maximum of 75% of the applicable base salary.

Our Performance Metrics that apply to each of our executive officers for the 2020 HBIO Annual Cash Incentive Plan are as set forth below. For fiscal 2018, based on the executive’s performance and other considerations of2020, the Compensation Committee eliminated the discretionary component of the annual incentive program. The Performance Metrics identified below have financial targets that were pre-established by the Compensation Committee awarded a bonus to Mr. Duchemin inof the amountBoard of $367,620. These bonusesDirectors. The financial targets were established based on the achievement of the revenue objectives described above, as well as discretionary bonuses awarded by the Compensation Committee. The cash bonus was paidfinancial goals communicated publicly in September 2019. The non-GAAP earnings per diluted share objective described above was not achieved, and therefore no bonuses were awarded based on that target objective. Ms. Unninayar was paid a bonus of $10,000 for fiscal 2018. The cash bonus was paid in 2019. As Mr. Gagnon and Mr. Sun each submitted resignations during fiscal 2018, they were not awarded any bonuses.

Long-Term Equity Incentive Compensation

We place a significant emphasis on performance-based incentive compensation. We grant long-term equity incentive awards in the form of stock option awards and/or deferred stock awards of restricted stock units (“RSU”RSUs”) to executives as part of our total compensation package. We place a significant emphasis on performance-based incentive compensation. These awards generally represent a significant portion of total executive compensation. We use long-term equity incentive awards in order to align the interests of our executives and our stockholders by providing our executives with strong incentives to increase stockholder value and a significant reward for doing so.

In the first quarter of 2018, the Compensation Committee of the Board of Directors, taking into consideration the analysis and recommendations of Gallagher, approved the grant of time-based RSU awards and market condition performance based RSUs to our named executive officers. In addition, in the first quarter of 2018, as part of the granting of certain bonuses and incentive compensation to members of management following our acquisition of Data Sciences International, Inc., Mr. Sun was also granted an additional time-based RSU. In addition, in connection with the hiring of Ms. Unninayar, on November 26, 2018, she was granted stock options and time-based RSUs. These 2018 awards granted to our named executive officers are described in the table and subsequent disclosures below.

The Compensation Committee’s long-term incentive strategy allows for use of a portfolio approach when granting awards. Each element of the portfolio is intended to address a different aspect of long-term incentive compensation, as set forth below:

Our decisions regarding the amount and type of long-term equity incentive compensation and relative weighting of these awards among total executive compensation have also been based on our understanding of market practices of our peer group companies and take into account additional factors such as levelshares, which may occur over a short period of individual responsibility, experience and performance. 

time. An RSU is a grant representing the right to receive a share of Common Stock upon vesting of the RSU and satisfaction of other conditions but for which no share of Common Stock is issued until the RSU vests and any other applicable conditions are satisfied.conditions. A holder of an RSU does not have any rights of a stockholder until the RSU vests and is converted to Common Stock. The fair value of RSUs is based on the market price of our stock on the date of grant. Unvested RSUs are forfeited in the event of termination of employment or engagement with the Company.

Stock optionoptions reward recipients based upon the appreciation in value of the Common Stock following the grant date, and there is no value to these awards if our share price does not increase. Stock options provide our executive officers with the right to purchase shares of our Common Stock at a fixed exercise price typically for a period of up to ten years, subject to continued employment with our Company.years. Stock options are earned based on continued service to us and generally vest over a range of one to four years.years, subject to continued employment with our Company. The exercise price of each stock option award granted under our Third Amended and Restated 2000 Stock Option and Incentive Plan (as amended, the “Equity Plan”) is based on the fair market value of our Common Stock on the grant date. The fair market value of our Common Stock is defined as the closing market price of a share of our Common Stock on the date of grant. We do not have any program, plan or practice of setting the exercise price based on a date or price other than the fair market value of our Common Stock on the grant date.

Our decisions regarding the amount and type of long-term equity incentive compensation and relative weighting of these awards among total executive compensation have also been based on our understanding of market practices of our Peer Companies and take into account additional factors such as level of individual responsibility, experience and performance. The vesting of our long-term equity incentive compensation is typically subject to continued employment with our Company, and in some instances, to acceleration in connection with certain termination events and a change-in-control.

Stock option awards and RSU awards, including time-based and market condition, are made pursuant to our Equity Plan. See “Potential Payments Upon Termination or Change-in-Control” for a discussion

In the first quarter of the change-in-control provisions related to stock option awards and RSUs.

The Compensation Committee aims to grant annual stock option grants and RSUs to named executive officers on the fifth business day following the public issuance of our earnings release for the most recent completed fiscal year, to coincide with the granting of annual equity grants to our employees generally. Nevertheless, aside from a portion of Mr. Sun’s grants, in fiscal 2018, the long term incentive grants to our named executive officers were granted on the fifth business day following the annual meeting of stockholders in 2018 as2019, the Compensation Committee elected to wait until after the 2018 amendment to the Equity Plan to increase the numbergranted a mix of authorized shares of Common Stock available for issuance thereunder was approved by our stockholders. Stockstock options, granted to employees hired or promoted during a month are generally granted on the first business day of the following month. If NASDAQ is closed on the appropriate business day as described above, then the grants will instead be made on the next day that NASDAQ is open for trading. The Compensation Committee retains the discretion to grant options and othertime-based RSU awards at such other times as it may deem appropriate.

In 2018, we granted time based RSUs and market condition RSUs to our named executive officers as follows:Mr. Duchemin and Ms. Unninayar, each with vesting subject, among other things, to the executive’s continued employment with the Company on the vesting dates.

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While these options, time-based RSUs and market condition RSUs were granted to our former named executive officers on March 7, 2019, these awards were forfeited upon the respective executive’s resignation as the vesting was subject to the executive’s continued employment with our Company.

In connection with the hiring of our current named executive officers in 2019, Messrs. Green, Rossi and Singh, such executives were granted long-term equity incentive grants to align their interest with the Company’s stockholders and our long-term performance. Such awards were granted on the respective employment commencement dates, being July 8 for Mr. Green, July 18 for Mr. Rossi and October 31 for Mr. Singh in the following amounts:

With respect to Mr. Green, the portion of such awards attributable to long-term incentive compensation as described below were intended to be amounts attributable to a twelve-month period beginning on the anniversary of his hire date.

For each of the options, the exercise prices were the closing price of the Company’s Common Stock on the respective grant date, and they vest in four equal annual installments commencing one year from the grant date, subject to the named executive officer’s continued employment through the applicable vesting date.

The market condition RSUs for our current named executive officers vest in three equal installments commencing on the anniversary of the grant date, and are linked to the achievement of a relative total shareholder return of the our Common Stock from the respective grant date to the earlier of (i) the applicable anniversary of the grant or (ii) upon a change of control (measured relative to the Nasdaq Biotechnology index and based on the 20-day trading average price before each such date, or for a change of control, the per share purchase price in such change of control).

With respect to all of the market condition RSUs described above, including those that have been forfeited in relation to our former named executive officers and those granted to our current named executive officers, the target number of these restricted stock units that may be earned is reported above; the maximum amount that may be earned is 150% of target, with a cap of 100% in the event of negative TSR. The TSR calculations will be adjusted to reflect stock splits, recapitalizations and other similar events. The market condition RSUs will vest at target—the amount reported in the table above—if the TSR of the Company’s Common Stock is at the 50th percentile of companies in the Nasdaq Biotechnology index. A payout at maximum, which is 150% of the target award, may be achieved if the relative TSR is at or above the 75th percentile of companies in the Nasdaq Biotechnology index. In order to receive a payout at equal to 50% of the target award, the relative TSR must be at or above the 33rd percentile of companies in the Nasdaq Biotechnology index. If the relative TSR of the Company’s Common Stock is below the 20^th percentile, the market condition RSUs will not vest and the awards will be forfeited. The complete payout matrix for the market condition RSUs granted in fiscal 2019 is presented in the table below:

Broad-Based Benefits Programs

All full-time employees in the United States, including our named executive officers, may participate in our Employee Stock Purchase Plan and in our health and welfare benefit programs, including medical coverage, dental coverage, disability insurance, life insurance and our 401(k) plan. The 401(k) plan provides for matching contributions equal to 100% of each dollar contributed up to 1% of eligible compensation plus 50% of each additional 1% of eligible compensation up to 6% for a maximum matching contribution of 3.5%. We offer similar plans in foreign countries.

Executive Stock Ownership Guidelines

At the recommendation of our Compensation Committee, our Board of Directors has implemented updated executive stock ownership guidelines with respect to our named executive officers.  Such ownership guidelines require, within five years from their initial appointment or designation as named executive officers, our named executive officers to own our Common Stock with a market value equal to at least three times their respective annual base salary. With respect to satisfying such guidelines, stock options are excluded in the calculation while shares owned outright or beneficially owned (as defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended), while restricted shares, including shares granted but not vested; shares issuable upon the settlement of RSUs and shares held in our Employee Stock Purchase Plan are all included. The Compensation Committee will monitor compliance with the stock ownership guidelines, including approving any hardship exceptions or implementing any non-compliance penalties.

Anti-Short Selling and Anti-Margin Policies

The Company’s Insider Trading Guidelines explicitly prohibit Directors, officers and employees from (i) selling any securities of the Company that are not owned by such person at the time of the sale, (ii) buying or selling puts, calls or options in respect of the Company’s securities at any time, and (iii) purchasing any securities of the Company on margin.

2019 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by each of the named executive officers noted below for services rendered in all capacities, including our Chief Executive Officer, our Chief Financial Officer, our Executive Vice President, Cellular and Molecular Technologies, as well as our former Chief Executive Officer and Chief Financial Officer during 2019, all during the fiscal years ended December 31, 2019 and 2018. As a smaller reporting company, we are only required to provide two years of compensation information for our named executive officers.

GRANTS OF PLAN-BASED AWARDS—2019

The following table sets forth certain information concerning the individual grants of equity awards to the named executive officers who received such grants during the fiscal year ended December 31, 2019. These awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal Year-End—2019 included within the proxy statement.

As noted above, reports provided by Gallagher in 2018 were utilized and taken into consideration by the Compensation Committee when setting the amount of these grants noted in the table above to our current named executive officers.

Employment AgreementsAnti-Short Selling and Anti-Margin Policies

Chief Executive Officer

We have entered into an employment agreement with Mr. Duchemin, dated August 26, 2013.  This agreement, as amended, currently provides for a term ending August 26, 2020, which such term shall automatically be extended for two additional years following the end of the term then in effect unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the agreement. As amended, Mr. Duchemin’s employment agreement provides for an annual base salary, as well as eligibility to receive cash incentive compensation on an annual basis of up to a one hundred fifty percent (150%) of his base salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee, which may include non-GAAP earnings per share (on a pro-forma basis, as applicable), revenue growth, and EBITDA, each exclusive of one-time charges, and other discretionary factors.   Under the employment agreement, the base salary amount is subject to review annually by our Board of Directors and Compensation Committee.  Mr. Duchemin is also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for our senior executive officers. In connection with his hiring, Mr. Duchemin also received an inducement stock option grant of 500,000 options.

The employment agreement with Mr. Duchemin also requires us to provide certain payments and benefits to this executive in the event of a termination of the executive’s employment by us without cause, by the executive for good reason or upon death or disability. In return, such executive covenants not to compete or solicit our employees for one year following the termination of employment. We believe that negotiation of the severance level in advance makes it less problematic for our Board of Directors to terminate executives for performance reasons without the need for protracted negotiation over severance.  The employment agreement with Mr. Duchemin also provides change-in-control benefits, and has customary best net/modified economic cutback 280G provisions, as recommended by Gallagher.  See “Potential Payments Upon Termination or Change-in-Control” for a summary of these termination related provisions.

Chief Financial Officer

We have entered into an employment agreement with Ms. Unninayar, dated October 18, 2018.  The agreement provides for an initial term ending November 26, 2019, which such term shall automatically be extended for two additional years following the end of the term then in effect unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the agreement. Ms. Unninayar’s employment agreement provides for an annual base salary (initially $340,000) and eligibility to receive cash incentive compensation on an annual basis of up to a fifty percent (50%) of her base salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time, which such bonus is subject to a 0 to 2x multiplier depending on individual and Company performance as determined by the Board or a Committee thereof.   Under the employment agreement, the base salary amount is subject to review annually by our Board of Directors and Compensation Committee.  Ms. Unninayar is also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for our senior executive officers. The employment agreement also includes a customary best net/modified economic cutback 280G provisions. In connection with her hiring, Ms. Unninayar also received inducement equity awards having an aggregate value at issuance of $140,000, consisting of $70,000 in non-qualified stock options, and $70,000 in deferred stock awards of restricted stock units. The employment agreement also requires us to provide certain payments and benefits to the executive in the event of a termination of the executive’s employment by us without cause, by the executive for good reason or upon death or disability. In return, such executive covenants not to compete or solicit our employees for one year following the termination of employment. We believe that negotiation of the severance level in advance makes it less problematic for our Board of Directors to terminate these executives for performance reasons without the need for protracted negotiation over severance.  The employment agreement with Ms. Unninayar also provide change-in-control benefits.  See “Potential Payments Upon Termination or Change-in-Control” for a summary of these termination related provisions.

Our Former Chief Financial OfficerThe Company’s Insider Trading Guidelines explicitly prohibit Directors, officers and employees from (i) selling any securities of the Company that are not owned by such person at the time of the sale, (ii) buying or selling puts, calls or options in respect of the Company’s securities at any time, and (iii) purchasing any securities of the Company on margin.

Prior to his resignation in 2018, we entered into an employment agreement with Mr. Gagnon, dated October 2, 2013.  As amended, Mr. Gagnon’s employment agreement provided for an annual base salary and eligibility to receive cash incentive

2019 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation on an annual basis of up to a one hundred percent (100%) of his base salary upon meeting objectives as determinedpaid or earned by the Board of Directors or the Compensation Committee, which included non-GAAP earnings per share (on a pro-forma basis, as applicable), revenue growth, and EBITDA, each exclusive of one-time charges, and other discretionary factors.   Mr. Gagnon was also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee provided for our senior executive officers. The employment agreement with Mr. Gagnon also required us to provide certain payments and benefits to the executive in the event of a termination of the executive’s employment by us without cause, by thenamed executive officers noted below for good reason or upon death or disability. In return, each such executive covenants not to compete or solicit our employees for one year following the termination of employment. We believe that negotiation of the severance levelservices rendered in advance makes it less problematic for our Board of Directors to terminate these executives for performance reasons without the need for protracted negotiation over severance.  The employment agreement with Mr. Gagnon also provided change-in-control benefits, and had customary best net/modified economic cutback 280G provisions, as recommended by Gallagher.  See “Potential Payments Upon Termination or Change-in-Control” for a summary of these termination related provisions.

Our Former Vice President

Prior to his resignation, we had also entered into an employment agreement, dated May 26, 2016 with Mr. Sun.  The employment agreement entitled Mr. Sun to an annual base salary (which was initially $225,000 following execution of his offer letter in 2013).  Furthermore, Mr. Sun was eligible to receive cash incentive compensation on an annual basis of up to thirty five percent (35%) of his base salary upon meeting objectives as determined byall capacities, including our Chief Executive Officer, Board of Directors orour Chief Financial Officer, our Executive Vice President, Cellular and Molecular Technologies, as well as our former Chief Executive Officer and Chief Financial Officer during 2019, all during the fiscal years ended December 31, 2019 and 2018. As a Committee thereof.  Under the employment agreement, Mr. Sun was also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for our senior executive officers.    Mr. Sun’s employment agreement also contained provisions regarding the provision of customary additional benefits such as medical, dental, vacation, signing bonus and life insurance. Additionally, Mr. Sun’s employment agreementsmaller reporting company, we are only required us to provide certain payments and benefits in the eventtwo years of a termination of Mr. Sun’s employment by us without cause, by the executivecompensation information for good reason, or upon a change of control. See “Potential Payments Upon Termination or Change-in-Control” for a summary of these termination related provisions. Mr. Sun’s employment agreement also included a customary best net/modified economic cutback 280G provision, as recommended by Gallagher.

Broad-Based Benefits Programs

All full-time employees in the United States, including our named executive officers, may participate in our Employee Stock Purchase Plan and in our health and welfare benefit programs, including medical coverage, dental coverage, disability insurance, life insurance and our 401(k) plan. We offer similar plans in foreign countries.

Consideration of Stockholder Advisory Vote on Executive Compensation

At our 2018 Annual Meeting of Stockholders held on May 17, 2018, approximately 98% of the votes cast were cast in favor of the executive compensation of our named executive officers.

Executive Stock Ownership Guidelines

At

GRANTS OF PLAN-BASED AWARDS—2019

The following table sets forth certain information concerning the recommendationindividual grants of our Compensation Committee, our Board of Directors has implemented updated executive stock ownership guidelines with respectequity awards to our named executive officers.  Such ownership guidelines require, within five years from February 26, 2019 as to existingthe named executive officers atwho received such time, and five years from their initial appointment or designation as named executive officers, as to named executive officers initially appointed or designated after such date, our named executive officers to own our Common Stock with a market value equal to at least three times their respective annual base salary. With respect to satisfying such guidelines, stock options are are excludedgrants during the fiscal year ended December 31, 2019. These awards identified in the calculation while shares owned outright or beneficially owned (as defined under Rule 13d-3 oftable below are also reported in the Securities Exchange Act of 1934, as amended), restricted shares, including shares granted but not vested; shares issuable uponOutstanding Equity Awards at Fiscal Year-End—2019 included within the settlement of RSUs and shares held in our Employee Stock Purchase Plan are all included. The Compensation Committee will monitor compliance with the stock ownership guidelines, including approving any hardship exceptions or implementing any non-compliance penalties.proxy statement.

Anti-Short Selling and Anti-Margin Policies

The Company’s Insider Trading Guidelines explicitly prohibit directors,Directors, officers and employees from (i) selling any securities of the Company that are not owned by such person at the time of the sale, (ii) buying or selling puts, calls or options in respect of the Company’s securities at any time, and (iii) purchasing any securities of the Company on margin.

EXECUTIVE AND DIRECTOR COMPENSATION PROCESS

Our Compensation Committee has the authority to determine all compensation payable to our executive officers. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding the compensation of all executive officers, excluding his own, but our Compensation Committee is ultimately responsible for approving this compensation.  In the past the Compensation Committee has engaged Radford, an Aon Consulting company, and most recently, Gallagher, to provide analysis and recommendations pertaining to our compensation philosophy, peer group comparisons and competitiveness of salary, bonus and long-term incentive compensation.

Generally, our Chief Executive Officer recommends the terms of an annual corporate bonus plan to our Compensation Committee. Our Compensation Committee then, after considering the recommendations made by our Chief Executive Officer, determines the terms and amount of compensation to pay to each of our executive officers, including our Chief Executive Officer, and the terms of any corporate bonus plans and related targets and objectives.

Our Board of Directors has the authority to approve all compensation payable to our Directors, although our Compensation Committee is responsible for making recommendations to our Board regarding their compensation. Additionally, our Chief Executive Officer may also make recommendations or assist our Compensation Committee in making recommendations regarding Director compensation. Our Board of Directors and Compensation Committee annually review our Director compensation to ensure that the Director compensation package remains competitive such that we are able to recruit and retain qualified Directors.

COMPENSATION COMMITTEE REPORT

We, the Compensation Committee of the Board of Directors of Harvard Bioscience, Inc., have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company, and, based on such review and discussion, have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Compensation Committee:

Thomas W. Loewald, Chairman

James W. Green

John F. Kennedy

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the 2018 fiscal year, the Compensation Committee consisted of Messrs. Green, Kennedy and Loewald.   None of these Directors has served as an officer or employee of the Company or any of its subsidiaries. During the 2018 fiscal year, to the knowledge of the Company, none of its executive officers:

2019 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by each of the named executive officers noted below for services rendered in all capacities, including our Chief Executive Officer, our Chief Financial Officer, our Executive Vice President, Cellular and Molecular Technologies, as well as our former Chief Executive Officer and Chief Financial Officer and former Vice President and General Manager of Physiology, Cell and Molecular Instruments during 2018,2019, all during the fiscal years ended December 31, 2018, 20172019 and 2016.2018. As a smaller reporting company, we are only required to provide two years of compensation information for our named executive officers.

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