UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

April 28, 20207, 2022

Dear Stockholder:

You are cordially invited to attend the 20202022 Annual Meeting of Stockholders of Harvard Bioscience, Inc. (the “Annual Meeting”) to be held on Thursday, June 11, 2020Tuesday, May 17, 2022 at 11:00 a.m. EDT.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 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 http://www.virtualshareholdermeeting.com/HBIO2020,HBIO2022, 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 meeting, we will be voting on the matters described in 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 28, 2020.7, 2022. The proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2019,2021, are available at 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 statement and 20192021 Annual Report and how to vote by Internet or mail. To the extent you receive a proxy card, such proxy card will also contain instructions on how to vote, including the option to vote by telephone.

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 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 April 17, 2020March 23, 2022 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 INSTRUCTION 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.

84 October Hill Road

Holliston, Massachusetts 01746-1371

(508) 893-8999

_______________

______________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, June 11, 2020

_______________Tuesday, May 17, 2022
_____________________

NOTICE IS HEREBY GIVEN that the 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) of Harvard Bioscience, Inc. (the “Company”) will be held on Thursday, June 11, 2020,May 17, 2022 at 11:00 a.m. EDT.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 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 http://www.virtualshareholdermeeting.com/HBIO2020,HBIO2022, 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. The Annual Meeting will be held for the following purposes:

The Board of Directors has fixed the close of business on April 17, 2020March 23, 2022 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.

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 adopt and approve an amendment to the Harvard Bioscience, Inc. Fourth Amended and Restated 2000Employee Stock Option and IncentivePurchase Plan to among other things, increase the number of authorized shares of Common Stockcommon stock available for issuance thereunder by 3,700,000 and to reduce the fungible share ratio thereunder ,500,000 shares of common stock, 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 June 11, 2020:May 17, 2022: The proxy statement and the Annual Report on Form 10-K for the year ended December 31, 20192021 are available atwww.proxyvote.com. www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.material.

Holliston, Massachusetts
April 7, 2022

Holliston, Massachusetts

April 28, 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.

Proxy Statement

Table of Contents

ContentsPage

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371

(508) 893-8999

_______________

PROXY STATEMENTProxy Statement

_______________

Annual Meeting of Stockholders to Be Held on Thursday, June 11, 2020Tuesday, May 17, 2022

This proxy 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 20202022 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday, June 11, 2020,May 17, 2022, at 11:00 a.m. EDT, 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 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 http://www.virtualshareholdermeeting.com/HBIO2020,HBIO2022, 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:

1.       The election of two Class I Directors named in this proxy statement, nominated by the Board of Directors (or the “Board”) for a three-year term, such term to continue until the annual meeting of stockholders in 2025 and until such Director’s successor is duly elected and qualified or until his earlier resignation or removal;

2.       The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.       Adoption and approval of an amendment to the Harvard Bioscience, Inc. Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance by 500,000 shares of common stock;

4.       Approval, by a non-binding advisory vote, of the compensation of our named executive officers; and

5.       Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are furnishing proxy materials, which include our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 20192021 (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 statement and Annual Report, while lowering the costs and reducing the environmental impact of our annual meeting. The Notice is first being mailed to stockholders of the Company on or about April 28, 2020,7, 2022, in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on April 17, 2020March 23, 2022 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$0.01 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 38,375,13341,241,449 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and approximately 104 stockholders of record.Meeting. 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, virtually 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 virtually 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. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with 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, 2020,2022, is considered “routine” under applicable rules. A broker or other nominee may generally vote on routine matters without voting instructions from beneficial owners, and 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 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 isDirectors are elected by a plurality of the votes cast if a quorum is present. Votes may be cast for or withheld from each Director.the Directors. 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 personsperson receiving the highest number of “FOR” votes will be elected as Directors.Director.

Approval of Proposal Nos. 2, 3 and 4 require the affirmative vote of a majority of the votes cast at the Annual Meeting virtually 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 voting results of each other matter expected to be voted on at the Annual Meeting.

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. Instead, the Notice will instruct you how you may access and review all of the important information contained in the proxy materials. The Notice 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 (in addition to voting by Internet or mail). If you received a Notice 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.

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 broker or 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 virtually online or to attend the Annual Meeting virtually. Any record holder as of the Record Date may attend the Annual Meeting virtually and may revoke a previously provided proxy at any time by: (i) submitting a new 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, with such notice received by June 9, 2020;May 13, 2022; or (iii) attend the Annual Meeting virtually online and vote through the Annual Meeting website. Attendance at the Annual 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 attend the Annual Meeting virtually and vote through 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 through the Annual Meeting website.

You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting http://www.virtualshareholdermeeting.com/HBIO2020.HBIO2022. 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 question during the Annual Meeting, log into http://www.virtualshareholdermeeting.com/ HBIO2020,HBIO2022, 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 “FOR” on Proposal 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.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, June 11, 2020:Tuesday, May 17, 2022: The proxy statement and Annual Report, are available atwww.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

PROPOSALProposal 1

ELECTION OF DIRECTORS
Election Of Directors

The Board of Directors of the Company currently consists of sevenfive members and is divided into three classes of Directors, with two Directors in Class I, two Directors in Class II and threeone 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 earlier resignation or removal.

At the Annual Meeting, two Class III Directors, each nominated by the Board of Directors, will stand for election to serve until the 20232025 annual meeting of stockholders. At the recommendation of the Governance Committee, the Board of Directors has nominated Mr. Thomas LoewaldJames W. Green and Ms. Katherine A. EadeMr. Bertrand Loy for election as the two Class III Directors of the Company. The nominees have each agreed to stand for election and, if elected, to serve as Director.Directors. 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: THOMAS LOEWALDJAMES W. GREEN AND KATHERINE A. EADE.BERTRAND LOY.

INFORMATION REGARDING DIRECTORSInformation Regarding Directors

Set forth below is certain information regarding the Directors of the Company, including the two Class III Directors who have been nominated for election at the Annual Meeting, based on information furnished to the Company by each Director.such Directors. The biographical descriptiondescriptions below for each Director includes his or herthe Directors include their age, all positions he or she holdsthey hold with the Company, his or hertheir principal occupation and business experience over at least the past five years, and the names of other publicly-held companies for which hethey currently serve as Directors or she currently serves as a Director or hashave served as a DirectorDirectors during at least the past five years. The biographical descriptiondescriptions below for each Directorthe Directors also includesinclude the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such personpersons should serve as a DirectorDirectors 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. Green, are “independent” as such term is currently defined by applicable Nasdaq rules.

Recent Changes on the Board

On July 8, 2019, the Board of Directors appointed James Green as the President and Chief Executive Officer of 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 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

IncumbentNominees for Election as Class I Directors—Nominated to Serve Terms Expiring 20222025

James W. Greenhas served as a Director of the Company since April 2015 and was appointed Chairman on June 5, 2017. Mr. Green was appointed President and Chief Executive Officer on July 8, 2019. Immediately prior to becoming our President and Chief Executive Officer, Mr. Green served 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 experience in healthcare and technology. Mr. Green also 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. 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 the Lead Independent Director and is a member of the Governance Committee and the AuditCompensation Committee.  Since November 2012, Mr. Loy has served asbeen Chief Executive Officer, President CEO and a Directordirector of Entegris, Inc., a provider of yield-enhancing materials and solutions used in advanced high-tech manufacturing environments. Prior since November 2012. From July 2008 to that,November 2012, he served as the Executive Vice President and Chief Operating Officer of Entegris, fromInc. From August 2005 until July 2008, to 2012 and Chief Administrative Officerhe served as the Executive Vice President of Entegris, from 2005 to 2008.Inc., in charge of its information technology, global supply chain and manufacturing operations. He previously workedserved as the Vice President and Chief Financial Officer of Mykrolis, Corp.a company spun out of Millipore Corporation, a life science products company, from January 2001 until its merger with Entegris inAugust 2005. From 1995Prior to 2000,that, Mr. Loy wasserved as the Chief Information Officer of Millipore Corporation during 1999 and 2000, and previously served in various strategic planning, global supply chain and financial roles 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., a pharmaceutical company. Since November 2012,July 2013, Mr. Loy has served asalso been on the Chairmanboard of directors of SEMI, athe global industry association representing the electronics manufacturing supply chain.chain, and currently acts as the chairman of the association. Mr. Loy earnedholds an M.B.A. atfrom 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.

Nominees for Election asIncumbent Class II Directors— Nominated to Serve Terms Expiring 2023

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 and Audit Committee. Since September 2017,2020, Mr. Loewald has served as President and Chief Executive Officer of Cambrex, a leading private equity-owned Contract Development & Manufacturing Organization. Previously, Mr. Loewald served as President of the Flexible Packaging Division of ProAmpac, a private-equity owned flexible packaging company.company from September 2017 to September 2020. 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 The Amos Tuck School at 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. Ms. Eade is General Counsel of Checkmate Pharmaceuticals, Inc. Previously, Ms. Eade served as Vice President, Strategic Commercial Affairs at Align Technology, a position she held from July 2019 to July 2020, and prior to that was Deputy General Counsel of La-Z-Boy Incorporated from 2018 to 2019. 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 Chair 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 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.2024

Alan Edrickhas served as a Director of the Company since September 2019. Mr. Edrick currently serves as Chair of the Audit Committee and a member of the AuditCompensation Committee. Mr. Edrick 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 BioSource International, Inc. until its sale to Invitrogen Corporation. Between 1998 and 2004, Mr. Edrick served as Senior Vice President and Chief Financial Officer of North American Scientific, Inc., a medical device and specialty pharmaceutical company. Between 1989 and 1998, Mr. Edrick was employed by Price Waterhouse LLP in various positions including Senior Manager, Capital Markets. Mr. Edrick earned a Bachelor of Arts in economics/business from the University of California, Los Angeles (UCLA) and a Master of Business Administration from UCLA’s Anderson School of Management. We believe Mr. Edrick’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 financial management expertise, including in the life sciences industry.

Susan Steele has served as a Director of the Company since April 2020. Ms. Steele is the Chief Executive Officer of Steele & Partners LLC, a consulting firm specializing in program management and supply chain performance, and sits on theInformation Regarding 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 Masters of Business Administration from the University 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 Society for Maintenance & Reliability. We believe Ms. Steele’s qualifications to sit on our Board ofOf Directors include her corporate governance expertise and her background in supply chain management.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEESAnd Its Committees

During the year ended December 31, 2019,2021, our Board of Directors held thirteensix meetings. Each of the Directors attended at least 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, theThe Board of Directors encourages Directors to participate virtually for the 20202022 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. Aside from Mr. Kennedy, allAll of the Directors in office at the time attended in person or by telephone, the 20192021 Annual Meeting of Stockholders held on May 16, 2019.18, 2021. The non-employee Directors meet regularly in executive sessions outside the presence of management.

CEO Transition

As previously disclosed, in July 2019 the Company transitioned from its former President and Chief Executive Officer, Jeffrey 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 Board of Directors (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 and Chief Executive Officer 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 its current structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director is in the best interests 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.Mr. Edrick, Kennedy and Loy,Mr. Loewald and Ms. Eade. Mr. KennedyEdrick serves as the Chairman.Chair. The Audit Committee is comprised entirely of independent Directors and it operates under a Board-approved charter that sets forth its duties and responsibilities. The Audit Committee met sevenfive times during 2019.2021.

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 Board of Directors has determined that Messrs.Mr. Edrick, KennedyMs. Eade and Loy, and Ms. Eade,Mr. Loewald are “independent” as such term is currently defined by Nasdaq rules for purposes of service on the Audit Committee. The Board of Directors has also determined that each of Messrs.Mr. Edrick Kennedy and Loy qualifies as an “audit committee financial expert” as this term has been defined under the rules of the SEC.

Compensation Committee

The Compensation Committee currently consists of Messrs. KennedyMr. Loewald, Mr. Loy and Loewald.Mr. Edrick. Mr. Loewald serves as the 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 sixthree times during 2019.2021.

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 20192021 Summary Compensation Table. See “Executive Compensation—Compensation Discussion and Analysis” later in this proxy statement for information concerning the Compensation Committee’s role, processes and activities in overseeing executive compensation.

The Board of Directors has determined that Mr. Kennedy,Loewald, Mr. LoewaldLoy and Ms. SteeleMr. Edrick are “independent” as such term is currently defined by Nasdaq rules for purposes of service on the Compensation Committee.

Governance Committee

The current members of the Governance Committee are Messrs.Mr. Loewald, andMr. Loy and Ms. Eade. Ms. Eade is the 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 fivetwice times during 2019.2021.

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. At the Annual Meeting, Mr. LoewaldGreen and Ms. EadeMr. Loy 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.stockholders.

The Governance Committee has established procedures 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 will forward all recommendations to the Governance Committee. All stockholder recommendations for Director candidates 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 connection with the previous year’s annual meeting. All stockholder recommendations for Director candidates must include:

The Governance Committee will evaluate all such proposed Director candidates, including those recommended by stockholders, 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 Nasdaq rules and that each of its Audit, Compensation and Governance Committees shall be comprised entirely of independent Directors, subject to certain exceptions under the Nasdaq rules to such 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’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 reviewingBoard reviews 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,discusses, including with management, risks that arise or may arise, including in relation to legal, compliance and cyber-security matters, as well as novel risks that arise such as the impact of the COVID-19 global pandemic. For example, the Audit CommitteeBoard 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. The ownership guidelines require each non-employee member of the Board of Directors, within five years from their initial election to the Board to own shares of our Common Stock having a value of at least three times the annual retainer of the non-employee Directors. With respect to satisfying the guidelines, unvested 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 ETHICSCode Of Business Conduct And Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics, 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 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 our Code of Business Conduct and Ethics at this location on our website.

REPORT OF THE AUDIT COMMITTEE

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 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, 20192021 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, 20192021 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

John F. Kennedy, Chairman

Alan Edrick, Chair
Katherine A. Eade

Alan Edrick

Bertrand LoyThomas W. Loewald

DIRECTOR COMPENSATIONDirector 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 Board 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 new non-employee Director, will beupon his or her initial election to the Board, is entitled to receive a non-qualifiedrestricted stock optionunit (“RSU”) award having an aggregate Black-Scholesa grant 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.$150,000. Such option shall be for the purchase of Common Stock of the Corporation and shallRSU award will 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 Board and Committee Retainers

Each non-employee Director will beis entitled to receive an annual retainer, amountspaid in RSUs, for each respective rolesuch Director’s service on the Board.Board of Directors. Such retainer award is granted on the fifth business day following each annual meeting of stockholders and will vest in full on the earlier of (i) immediately prior to the Company’s next annual meeting and (ii) one year from the date of grant, subject to the Director’s continued service through the applicable vesting date. The Lead Independent Director receives an additional retainer paid in RSUs which has the same date of grant and vesting schedule as the annual Board retainers. Further, each non-employee Director is entitled to receive cash retainers for such Director’s service on committees of the Board of Directors. Such committee retainers are paid quarterly in arrears.

As a result of its annual review of the Company’s non-employee Director compensation program in 2021, the Board of Directors approved certain changes to the compensation amounts. In lieuaddition, while annual Board and committee retainers were historically paid on a calendar year basis, the Board determined that following the 2021 annual meeting of cash, such aggregatestockholders, annual retainer amounts shallretainers would be paid in accordance with a Board year that commences on the date of each be satisfied byannual meeting of stockholders and ends on the issuancedate of restricted stock unit awards as described herein.the next annual meeting. As part of this transition from the calendar year to the Board year, for the 2021-2022 Board year, each non-employee Director received certain pro-rated transition awards.

The respectivecurrent annual retainer valuevalues 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, subject to the Director’s continued service through the applicable vesting date. The number of shares of Common Stock to be granted as a Retainer Award is equal to the quotient of (i) the dollar value of the award as set forth above, divided by (ii) the average daily closing market price of the Common Stock during the preceding month of November, rounded to the nearest 100 shares.

Additional Board Member or Board Roles: In the event that a non-employee Director is added to the Board, or is named Lead Independent Director or chairman (of the board or any committee), or joins any committee during a fiscal year after the Grant Date, such Director 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 Director on the applicable vesting dates. The number of shares of Common Stock to be granted as an Additional Retainer Award is equal to the quotient of (i) the 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 during the calendar month that is two months prior to the month the Director was appointed to the additional roles, rounded to the nearest 100 shares (for example, a director appointed to additional roles in August would use the average daily closing market price for the preceding June).

Reduced Board Roles: In the event a Director’s service (including as a Board or committee member, as chairman of the Board or any committee, or as 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’s term in the respective role, and the pro-rated portion of the quarterly amount attributable to such roles shall vest on that earlier vesting date, with the remaining unvested portion of the award attributable to such roles being forfeited.

Annual Equity Award

Each non-employee Director 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$100,000, which is granted on the nearest 100 shares, vesting fullyfifth business day following each annual meeting of stockholders and will vest in full 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 commencementCompany’s next annual meeting of such meeting,stockholders, 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 Annual Meeting of Stockholders.  date.

Expenses

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

20192021 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, 2019.2021.

____________________

INFORMATION ABOUT OUR EXECUTIVE OFFICERSInformation 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. Mr. Rossi brings significant experience with turnarounds and driving financial and operational improvements within complex middle market manufacturing and distribution businesses. He also has over fifteen years of public company accounting and reporting experience as well as experience managing debt and liquidity during both periods of growth and business downturns. 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 served as Chief Operating Officer from April 2020 to January 2022 and was namedresponsible for global manufacturing, supply chain and research and development. Prior to becoming Chief Operating Officer, Mr. Olson served as Vice President and General Manager, Data Sciences International infrom October 2019.2019 to April 2020. 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 & ANALYSIS

Our most 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 thrive 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 financial metrics such as revenue per employee, operating margin and earnings per share.

In order to attract Mr. Green to take on the leadership role for Harvard Bioscience and lead our Company 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 walk away from his existing compensation package from Spacelabs. The Compensation Committee used CEO pay data that had previously been provided by the Compensation Committee’s consultant, Arthur J. Gallagher and Co., to inform its offer level as well as our knowledge of the value of his existing compensation package.

Ten days after the announcement of Mr. Green as our new Chief Executive Officer, we named Michael Rossi as our new Chief Financial Officer. Mr. Rossi also brings a significant experience with turnarounds and driving financial and operational improvements within complex middle market manufacturing and distribution businesses. Mr. Rossi also brings over fifteen years of public company accounting and reporting experience as well as experience managing debt and liquidity during both periods of growth and business downturns. The Compensation Committee considered his experience as essential to our successful turnaround.

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.Discussion AND Analysis

This Compensation Discussion and Analysis, which should be read together with the executive compensation tables set forth below, provides information regarding our executive compensation program for our named executive officers. Our current named executive officers arefor 2021 were James Green, our President and Chief Executive Officer, Michael Rossi, our Chief Financial Officer, and Yash Singh,Kenneth Olson, our Executive Vice President, CellularChief Operating Officer. Mr. Olson resigned from his position as Chief Operating Officer effective January 31, 2022, but will assist on various projects and Molecular Technologies.  This proxy statement also includes disclosures required with respect to Jeffrey A. Duchemin, our former President andin the transition of the Chief ExecutiveOperating Officer and Kam Unninayar, our former Chief Financial Officer, who served in such capacities during fiscal year 2019role until their respective resignations.his departure from the Company on December 31, 2022.

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 executive officers are designed to achieve the following key objectives:

Role of Independent Executive Compensation Consultant

From time to time, our Compensation Committee has engaged an independent executive compensation consultant 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, bonus and equity grants, with respect to our named executive officers. Most recently, in October 2018,The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2021.

After consideration of the independence assessment factors provided under the listing standards of The Nasdaq Global Market, the Compensation Committee obtained analysis and recommendations from Arthur J. Gallagher & Co. (“Gallagher”) pertaining todetermined that the compensation including salary, bonusconsultant is independent and equity grants,that the work performed in 2021 did not raise any conflicts of interest.

In consultation with respect to our Chief Executive Officer and Chief Financial Officer. The data from this most recent Gallagher analysis informedFW Cook, in September 2020, the Compensation Committee’s decisionCommittee selected the peer group used for 2021 compensation decisions as follows, focusing 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:market capitalization, revenues, industry:

Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

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 has assessed the independence of Gallagher pursuant to the Nasdaq rules and the 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 executive officers a base salary, which our Compensation Committee reviews and determines 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. The 20192021 annualized base salary of each of Messrs. Green, Rossi and Singh and our former executive officers, Mr. Duchemin and Ms. UnninayarOlson were:

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 has the authority to provide such bonuses for a given fiscal year based on the performance of our executive officers with respect to key performance areas and targets established by the Compensation Committee for such period. These bonuses are primarily based upon our Company meeting certain growth targets, which most recently have been measured by exceeding targets relating to revenue growth and non-GAAP earnings per diluted share. Non-GAAP earnings per diluted share excludes certain charges noted in the footnote of 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 byMarch 2021, the Compensation Committee adopted the bonus also often includes a discretionary component. When assessing any such discretionary component, the Compensation Committee considers other performance goals, current economic conditions and exceptional and/or inadequate performances by each executive officer.2021 Annual Incentive Plan as set forth below:

In 2019, the Compensation Committee 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,The Compensation Committee evaluated our former Chief Executive Officerperformance against these goals 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 receivedbased upon their hiringthat evaluation and in 2019, eachconsideration of our currentoverall performance, the Compensation Committee awarded each 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 anyofficer a 2021 annual cash incentive bonus forthat equaled 68% of his target. The Compensation Committee believes these payouts are appropriate due to the performance of the Company in 2021, particularly in light of the challenges presented by the COVID-19 pandemic, and each participating named executive officer’s contribution to the Company’s performance.

For fiscal year 2019, provided that when his employment commenced2021, 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 loss a bonus that would have expected to have been paid to Mr. Green by his former employer, Spacelabs Healthcare.

Commencing in fiscal year 2020, Mr. Green iswas eligible to receive cash incentive compensation equal to 100% of his base salary, upon achievement of his financial targets, with a maximum of 150% of his base salary, and each of Messrs. Rossi and Singh areOlson were eligible to receive cash incentive compensation equal to 50% of their respective base salaries, with a maximum of 75% of the applicabletheir respective base salary.salaries.

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 2020, 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 of the Board of Directors. The financial targets were established based on financial goals communicated publicly in September 2019.

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 restricted stock units (“RSUs”)RSUs to executives as part of our total compensation package. 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.

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 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.

In the first quarter of 2019,2021, the Compensation Committee granted a mix of stock options, time-based RSU awards and market conditionperformance-based RSUs to Mr. DucheminMessrs. Green, Rossi, and Ms. Unninayar,Olson, 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 conditionperformance-based 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 unitsRSUs that may be earned is reported above; the maximum amount that may be earned is 150% of the target number, 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 conditionperformance-based 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.Russell 2000 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.Russell 2000 Index. In order to receive a payout of at equal toleast 50% of the target award, the relative TSR must be at or above the 33rd25th percentile of companies in the Nasdaq Biotechnology index.Russell 2000 Index. If the relative TSR of the Company’s Common Stock is below the 20^th25th percentile, the market conditionperformance-based RSUs will not vest and the awards will be forfeited. The complete payout matrix for the market conditionperformance-based RSUs granted in fiscal 20192021 is presented in the table below:

Employment Agreements

See “2021 Summary Compensation Table—Employment Agreements” and “Potential Payments upon Termination or Change-in-Control” later in this proxy statement for a summary of the material terms of the Company’s employment agreements with Mr. Green and Mr. Rossi and the Company’s separation agreement with Mr. Olson.

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 certain 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;vested, shares issuable upon the settlement of RSUs and shares held inacquired pursuant to 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.

Clawbacks

Awards under the Company’s 2021 Incentive Plan and any shares issued pursuant to such awards will be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such awards was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria; or if the Company or its subsidiaries terminate a grantee’s service relationship due to the grantee’s gross negligence or willful misconduct, or determine there are grounds for such a termination (whether or not such actions also constitute “cause” under an award agreement), any awards under the 2021 Incentive Plan, whether or not vested, as well as any shares of stock issued pursuant to awards under the 2021 Incentive Plan shall be subject to forfeiture, recovery and “clawback.” In addition, the 2021 Incentive Plan provides that if the Company is required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements of the securities laws, in certain cases the Compensation Committee may require the repayment of amounts paid under the 2021 Incentive Plan in excess of what the employee would have received under the accounting restatement.

Further, if the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct, the Company’s Chief Executive Officer and Chief Financial Officer are required to reimburse the Company for any bonus or other incentive-based or equity-based compensation received by such officer from the Company during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement, and any profits realized from the sale of securities of Company during such twelve-month period.

Anti-Short Selling, Anti-Margin and Anti-MarginHedging Policies

The Company’s Insider Trading Guidelines explicitly prohibit Directors,directors, officers, employees, contractors and employeespart-time and temporary workers in possession of material non-public information from (i) buying, selling, or otherwise transacting in Company’s securities, including common stock, options and any other securities ofthat the Company that are not owned bymay issue, such person atas preferred stock, notes, bonds and convertible securities, as well as derivative securities; (ii) disclosing information to another individual for the timepurpose of enabling such individual to trade in the sale, (ii) buyingCompany’s securities on the basis of such information; (iii) engaging in transactions designed to hedge or selling puts, calls or options in respectoffset economic risks of owning the Company’s securities, including short sales of the Company’s securities at any time, and (iii)selling security futures related to the Company’s securities; (iv) trading in options or derivatives related to the Company’s securities; and (v) and purchasing anythe Company’s securities on margin (i.e. borrowing money to fund the stock purchase) other than the cashless exercises of the Company on margin.

employee stock options.

2019 SUMMARY COMPENSATION TABLE2021 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 President and Chief Executive Officer, our Chief Financial Officer, and our Executive Vice President, Cellular and Molecular Technologies, as well as our former Chief Executive Officer and Chief FinancialOperating Officer during 2019,2021, all during the fiscal years ended December 31, 20192021 and 2018.2020. 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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Employment Agreements

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.

Employment Agreements

Chief Executive Officer

We have entered into an employment agreement with Mr. Green, dated July 2, 2019, which provides for a term of two years from his commencement date of July 8, 2019, which such term shall automatically be extended for two additional years on each anniversary of the commencement date 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. In addition, the agreement provides for an annual base salary, which is subject to review annually by our Board of Directors andor Compensation Committee. Furthermore, commencing with fiscal year 2020, Mr. Green is eligible to receive cash incentive compensation on an annual basis of up to one hundred fifty percent (150%) of his base salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Green is also eligible to participate in other incentive compensation plans as the Board of Directors or Committee shall provide for the Company’s senior executive officers.

Chief Financial Officer

We have entered into an employment agreement with Mr. Rossi, dated July 18, 2019, which provides for a term of one year, which such term shall automatically be extended for one additional year on each anniversary of the commencement date 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. In addition, the agreement provides for an annual base salary, which is subject to review annually by our Board of Directors andor Compensation Committee. Furthermore, commencing with fiscal year 2020, Mr. Rossi is eligible to receive cash incentive compensation on an annual basis of up to fifty percent (50%) of his Base Salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Rossi is also eligible to participate in other incentive compensation plans as the Board of Directors or Committee shall provide for the Company’s senior executive officers.

Executive Vice President, Cellular & Molecular Technologies

We have entered into an employment agreement with Mr. Singh, dated October 31, 2019, which provides for a term of one year, which such term shall automatically be extended for one additional year on each anniversary of the commencement date 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. In addition, the agreement provides for an annual base salary, which is subject to review annually by our Board of Directors and Compensation Committee. Furthermore, commencing with fiscal year 2020, Mr. Singh is eligible to receive cash incentive compensation on an annual basis of up to fifty percent (50%) of his Base Salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Singh is also eligible to participate in other incentive compensation plans as the Board of Directors or Committee shall provide for the Company’s senior executive officers.

Former Chief Executive Officer

Prior to his departure in 2019, we entered into an employment agreement with Mr. Duchemin, dated August 26, 2013.  This agreement, as amended, provided for a term ending August 26, 2020, which would 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 gave written notice to the other that it does not wish to extend the agreement. As amended, Mr. Duchemin’s employment agreement provided 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 could 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 was subject to review annually by our Board of Directors and Compensation Committee.  Mr. Duchemin was also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee provided 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 required us to provide certain payments and benefits to him in the event of a termination of his employment by us without cause, by him for good reason or upon his death or disability. In return, Mr. Duchemin covenanted not to compete with us or solicit our employees for one year following the termination of his employment.

Former Chief Financial Officer

Prior to her departure in 2019, we entered into an employment agreement with Ms. Unninayar, dated October 18, 2018.  The agreement provided for an initial term ending November 26, 2019, which would 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 gave written notice to the other that it does not wish to extend the agreement. Ms. Unninayar’s employment agreement provided 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 was 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 was subject to review annually by our Board of Directors and Compensation Committee.  Ms. Unninayar 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 also included 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 with Ms. Unninayar also required us to provide certain payments and benefits to the executive in the event of a termination of her employment by us without cause, by her for good reason or upon her death or disability. In return, Ms. Unninayar covenanted not to compete with us or solicit our employees for one year following the termination of employment.  

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2019Outstanding Equity Awards At Fiscal Year-End—2021

The following table sets forth information concerning the number and value of exercisable and unexercisable options to purchase Common Stock, and the number of time-based and market conditionperformance-based RSUs held by the applicable named executive officers noted below as of December 31, 2019.2021.

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Potential Payments upon Termination or Change-in-Control

Termination Arrangements with Current Named Executive Officers

The employment agreements with each of our named executive officersMr. Green and Mr. Rossi also require the Company to provide certain payments and benefits in the event of a termination of the executive’s employment by us without cause, by the executive for good reason, upon death or disability or in relation to a change-in-control. The events constituting cause, good reason and a change-in-control are specified in the respective agreement. Such benefits include, without limitation, accrued and unpaid base salary to the date of termination, accrued and unused vacation, and if to the extent required by law, any bonuses or other compensation actually earned for periods ended prior to the termination event. These employment agreements also provide change-in-control benefits, and have customary best net/modified economic cutback provisions in relation to Section 280G of the Internal Revenue Code. In some instances, the executive’s receipt of such payments and other benefits in connection with such a termination is subject to the executive signing a general release of claims, as provided in the respective employment agreement.

With respect to termination due to death or disability, all equity awards of the named executive officers shall accelerate and fully vest and we shall also pay a cash lump sum equal to the value of COBRA premiums for a period of twelve (12) months following the termination that may be used by the executive or his spouse and dependents, as applicable, to pay for health insurance coverage that is substantially similar to the coverage executive and his eligible dependents received prior to the termination.

In the case of a termination by the executive for good reason, or by us without cause, and subject to the terms of the agreement, (i) we shall pay the executive an amount equal to eighteen (18) months for Mr. Green, and twelve (12) months for each of Mr. Rossi and Mr. Singh, of his respective base salary rate in equal installments over the period of one year from the date of termination in accordance with our payroll procedures and (ii) any stock options or other stock based grants which would otherwise vest within 12 months of the date of termination shall become fully vested or non-forfeitable (provided that with respect to Mr. Green, as to the time-based RSUs granted in connection with his hiring, such period shall be 24 months, and with respect to the market conditionperformance-based RSUs granted in connection with his hiring, the performance period would be measured as to the period from grant through the termination event). Further, following any such termination, we shall reasonably determine what annual bonus the executive would have received had he remained employed throughout the fiscal year in which the termination occurs, and if any such annual bonus would have been earned, we shall pay the executive a pro rata portion of such determined annual bonus by a lump-sum cash payment. In addition, following the termination we shall also pay a cash lump sum equal to the value of COBRA premiums for a period of eighteen (18) months for Mr. Green, and twelve (12) months for Mr. Rossi, and Mr. Singh, following the termination that may be used by the respective executive to pay for health insurance coverage that is substantially similar to the coverage executive and his eligible dependents received prior to the termination.

In the event that the executive is terminated within three months prior to, or twelve months after, a change in control (as described in his employment agreement), we shall pay the executive a single lump sum in cash equal to twenty-four (24) months as to Mr. Green, and eighteen (18) months as to Mr. Rossi, and Mr. Singh, of his respective base salary, and all stock options and other stock-based awards granted to the executive shall immediately accelerate and become exercisable or non-forfeitable as of the date of the change in control (and as to Mr. Green, with respect to the market conditionperformance-based RSUs granted in connection with his hiring, the performance period would be measured as to the period from grant through the change of control event). In addition, following such termination we shall also pay a cash lump sum equal to the value of COBRA premiums for a period of twenty four (24) months for Mr. Green, and eighteen (18) months for Mr. Rossi, and Mr. Singh, following the termination that may be used by the respective executive to pay for health insurance coverage that is substantially similar to the coverage executive and his eligible dependents received prior to the termination.

We believe that it is fair to provide for accelerated vesting because equity grants generally provide a high proportion of the total compensation of our executive officers. Very often, senior management lose their jobs in connection with a change-in-control. By agreeing up front to protect these executive officers from losing their equity in the event of a change-in-control, we believe we can reinforce and encourage the continued attention and dedication of our executive officers to their assigned duties without distraction in the face of an actual or threatened change-in-control. This protection also aligns the interests of such executive officers with that of our stockholders.

Termination ArrangementsSeparation Agreement with Mr. DucheminOlson

In July 2019 we transitionedOn January 26, 2022, in connection with Mr. Olson’s resignation from our former President andhis position as Chief ExecutiveOperating Officer, Jeffrey A. Duchemin, to Mr. Green. As previously disclosed, Mr. Duchemin transitioned out of his roles as President, Chief Executive Officer and a Director of the Company entered into a Separation Agreement and receivedRelease with Mr. Olson. Under the terms of such separation benefits he was contractually entitled to under his employment agreement, in relation to a termination without cause, which consisted of (i) a severance amount equal to 18 months of his base salary rate in equal installments over the period of one year from the date of termination; (ii) any stock options or other stock based grants which would otherwise vest within 12 months of the date of termination shall become fully vested or non-forfeitable; and (iii) a cash lump sum equal to the value of COBRA premiums for a period of eighteen (18) months following the termination that may be used by executive to pay for health insurance coverage that is substantially similar to the coverage executive and his eligible dependents received prior to the termination. In addition, the Company agreed thatwill, among other things, continue to employ Mr. Duchemin’s vested options will be exercisable throughOlson and including January 10, 2021,pay him his current salary until December 31, 2022 in exchange for his remote assistance on projects and he is entitled to monthly reimbursementthe transition of expenses pertaining to out-placement services up to an aggregate amount of $25,000.

Termination Arrangements with Ms. Unninayar

In May 2019 Kam Unninayar, our former Chief Financial Officer, resigned. In connection with her resignation, Ms. Unninayar received the accrued compensation she was contractually entitled to under her employment agreement, which consisted of accrued and unpaid base salary, vacation time and to the extent required by law, any other compensation actually earned for periods ended prior to the date of her resignation.  duties, unless earlier terminated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership Of Certain Beneficial Owners And Management

The following table sets forth information regarding the beneficial ownership of our outstanding Common Stock as of April 17, 2020March 23, 2022 by: (i) all persons known by us to own beneficially more than 5% of our Common Stock; (ii) each of our Directors and nominees for Director; (iii) each of the named executive officers; and (iv) all of our Directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 17, 2020March 23, 2022 through the exercise of any warrant, stock option or other right. The inclusion in this proxy statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Common stock subject to options currently exercisable, or exercisable within 60 days after April 17, 2020,March 23, 2022, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options, but are not deemed outstanding for computing the percentage ownership of any other person.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.

* Represents beneficial ownership of less than one percent (1%) of our outstanding Common Stock.____________________

EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information

The following table sets forth information as of December 31, 20192021 concerning the number of shares of Common Stock issuable under our existing equity compensation plans.