UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-137101746

April 5, 20233, 2024

Dear Stockholder:

You are cordially invited to attend the 20232024 Annual Meeting of Stockholders of Harvard Bioscience, Inc. (the “Annual Meeting”) to be held on Monday,Tuesday, May 15, 202314, 2024 at 11:00 a.m. EDT. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2023,HBIO2024, 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 5, 2023.3, 2024. The proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022,2023, 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 20222023 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 March 21, 202320, 2024 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.

Sincerely,

	Sincerely,
	James W. Green
	Chairman of the Board, President and Chief Executive Officer

James W. Green

Chairman of the Board, President and

Chief Executive Officer

HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371
01746

(508) 893-8999

______________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Monday,Tuesday, May 15, 2023
14, 2024

_____________________

NOTICE IS HEREBY GIVEN that the 20232024 Annual Meeting of Stockholders (the “Annual Meeting”) of Harvard Bioscience, Inc. (the “Company”) will be held on May 15, 202314, 2024 at 11:00 a.m. EDT. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2023,HBIO2024, 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 March 21, 202320, 2024 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 our 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 nominee of the Board of Directors as Director of the Company;

·           “FOR” the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 15, 2023.14, 2024. The proxy statement and the Annual Report on Form 10-K for the year ended December 31, 20222023 are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

By Order of the Board of Directors,

	By Order of the Board of Directors,
	James W. Green
	Chairman of the Board, President and Chief Executive Officer
	Holliston, Massachusetts
	April 5, 2023

James W. Green

Chairman of the Board, President and

Chief Executive Officer

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

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HARVARD BIOSCIENCE, INC.

84 October Hill Road

Holliston, Massachusetts 01746-1371
01746

(508)893-8999

_______________

Proxy Statement

PROXY STATEMENT

_______________

Annual Meeting of Stockholders to Be Held on Monday,Tuesday, May 15, 202314, 2024

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Harvard Bioscience, Inc. (the “Company” or “we”) for use at the 20232024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on May 15, 2023,14, 2024, at 11:00 a.m. EDT, and any adjournments or postponements thereof. The Annual Meeting will be held by virtual meeting only. You will not be able to attend the Annual Meeting in person.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HBIO2023,HBIO2024, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

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

We are furnishing proxy materials, which include our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 20222023 (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 5, 2023,3, 2024, in connection with the solicitation of proxies for the Annual Meeting. The Board of Directors has fixed the close of business on March 21, 202320, 2024 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 $0.01$ 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 41,190,04343,421,251 shares of Common Stock outstanding and entitled to vote at the Annual 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, 2023,2024, 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 Proposal No. 1, the election of twoone Class II Directors,III Director, such Directors areDirector is elected by a plurality of the votes cast if a quorum is present. Votes may be cast for or withheld from the Directors.Director. In a plurality election, votes may only be cast in favor of or withheld from each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. This means that the person receiving the highest number of “FOR” votes will be elected as Director.

Approval of Proposal Nos. 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, 2023)2024) and 3 (approval, by a non-binding advisory vote, of the compensation of our named executive officers) require the affirmative vote of a majority of the votes cast at the Annual Meeting virtually online or by proxy.

With respect to Proposal No. 4, the advisory vote on the frequency of future advisory votes on the compensation for our named executive officers, the alternative (one year, two years or three years) receiving the highest number of votes cast at the Annual Meeting virtually online or by proxy, will be considered the frequency recommended by stockholders.

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 01746-1371,01746, with such notice received by May 12, 2023;10, 2024; or (iii) attendattending the Annual Meeting virtually online and votevoting 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 www.virtualshareholdermeeting.com/HBIO2023.HBIO2024. 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 www.virtualshareholdermeeting.com/HBIO2023,HBIO2024, 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 nomineesnominee of the Board of Directors with respect to Proposal No. 1 and “FOR” on Proposal Nos. 2 and 3. With respect to Proposal No. 4, our Board recommends a vote “FOR” 1 year as the frequency of the shareholder vote to approve the compensation of our named executive officers. 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, in person, e-mail or other means of electronic communication. 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 Monday,Tuesday, May 15, 2023:14, 2024: The proxy statement and Annual Report are available at www.proxyvote.com.www.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 five members and is divided into three classes of Directors, with two Directors in Class I, two Directors in Class II and one Director 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, twoone Class II Directors,III Director, nominated by the Board of Directors, will stand for election to serve until the 20262027 annual meeting of stockholders. At the recommendation of the Governance Committee, the Board of Directors has nominated Ms. Katherine A. Eade and Mr. Thomas W. LoewaldAlan Edrick for election as the twoone Class II DirectorsIII Director of the Company. The nominees haveMr. Edrick has agreed to stand for election and, if elected, to serve as Directors.a Director. However, if any person nominated by the Board of DirectorsMr. Edrick 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 nomineesnominee as a Class II DirectorsIII Director of the Company.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEESNOMINEE OF THE BOARD OF DIRECTORS: KATHERINE A. EADE AND THOMAS W. LOEWALD.ALAN EDRICK.

Information Regarding DirectorsINFORMATION REGARDING DIRECTORS

Set forth below is certain information regarding the Directors of the Company, including the twoone Class II DirectorsIII Director who havehas been nominated for election at the Annual Meeting, based on information furnished to the Company by such Directors. The biographical descriptions below for the Directors include, as of the date hereof, their age, all positions they hold with the Company, their principal occupation and business experience over at least the past five years, and the names of other publicly-held companies for which they currently serve as Directors or have served as Directors during at least the past five years. The biographical descriptions below for the Directors also include the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such persons should serve as Directors 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.

Directors of Harvard Bioscience, Inc.

____________________

(AC) Member of the Audit Committee

(CC) Member of the Compensation Committee

(GC) Member of the Governance Committee

Incumbent Class I Directors—Terms Expiring in 2025

James W. Green has served as a Director of the Company since April 2015 and was appointed Chairman on June 5,in 2017. Mr. Green was appointed President and Chief Executive Officer on July 8,in 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,joining Spacelabs, 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 Directordirector of Analogic Corporation, a leading publicly heldpublicly-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 serve 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 Loy has served as a Director of the Company since November 2014 and currently serves as the Lead Independent Director and isas a member of the Audit and Governance Committee and the Compensation Committee.Committees. Mr. Loy has been Chief Executive Officer, President and a director of Entegris, Inc. since November 2012. He became Chairman of the Entegris Board in April 2023. From July 2008 to November2005 until 2012, he served as theEntegris in senior leadership roles including Executive Vice President and Chief Operating Officer of Entegris, Inc. From August 2005 until July 2008, he served as theand Executive Vice President of Entegris, Inc., in charge of its information technology, global supply chain and manufacturing operations. He previously served as the Vice President and Chief Financial Officer of Mykrolis, a company spun out of Millipore Corporation, a life science products company, from January 2001 until August 2005. Prior to that, Mr. Loy served 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 and Sandoz Pharmaceuticals (now Novartis), a pharmaceutical company. Since July 2013, Mr. Loy has also beenserved on the board of directors of SEMI, the global industry association representing the electronics manufacturing supply chain.chain, since 2013. Mr. Loy holds an M.B.A. from ESSEC Business School in France. We believe Mr. Loy’s qualifications to serve 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 in 2026

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 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 ownedprivate equity-owned flexible packaging 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 ofat 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, TomMr. Loewald 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 administrationa Master of Business Administration from The Amos Tuck School at Dartmouth College. We believe Mr. Loewald’sLoewald’ s qualifications to serve 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 isas a member of the Audit Committee.and Compensation Committees. Ms. Eade has more than 20 years of experience advising public companies on M&Amergers and acquisitions and other significant corporate transactions, corporate governance matters and capital markets. In February 2023, Ms. Eade joinedis the boardgeneral partner of directorsLong Valley Partners, the CEO of Vaxxinity,Augusta, Inc., a publicly tradedand an advisor to several biotechnology company committed to democratizing healthcare across the globe, where she also serves as a member of the audit committee. Ms. Eade has alsocompanies. She served as Interim General Counsel and advisor to Standard Biotools Inc., and as a publicly-traded suppliermember of life science research tools focused on proteomicthe Board of Directors and genomic applications, since January 2023. She previously served asAudit Committee of Vaxxinity, Inc. in 2023, and was General Counsel of Checkmate Pharmaceuticals, Inc. and President of Checkmate Pharmaceuticals Security Corporation from September 2020 untilthrough their acquisition by Regeneron Pharmaceuticals in May 2022. Previously, Ms. Eadeshe served as Vice President, Strategic Commercial Affairs at Align Technology, a position she held from 2019 to 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 toEarlier in her work at Corning,career, Ms. Eade was ana corporate attorney at Cleary Gottlieb Steen & Hamilton LLP, a leading international law firm, for over seven years. Earlier in her career, sheyears and 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 serve 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.

IncumbentNominee for Election as Class III Director—Term Expiring in 20242027

Alan Edrick has served as a Director of the Company since September 2019. Mr. Edrick currently serves as Chair of the Audit Committee and as a member of the Compensation Committee. Mr. Edrick has over 30 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 tradedpublicly-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 serve 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.

Information Regarding The Board Of Directors And Its CommitteesINFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year ended December 31, 2022,2023, our Board of Directors met or acted by written consent eleven times. 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. The BoardCompany. Four of Directors encourages Directors to participate virtually for the 2023 Annual Meeting. All of thefive Directors in office at the time attended the 20222023 Annual Meeting of Stockholders held on May 17, 2022.15, 2023. The non-employee Directors meet regularly in executive sessions outside the presence of management.

Board Leadership Structure

Our Board of Directors does not have a fixed policy as to whether the roles of Board Chair and Chief Executive Officer should be separated or combined. The Board believes that it is in the best interests of our Company to make this determination periodically based on the then-current circumstances, including the then-current strategic and operating environment and the composition of our Board of Directors and our management team. If the Board Chair is not an independent director, a Lead Independent Director is appointed by the Board.

The Lead Independent Director coordinates the activities of the other independent directors and performs such other duties and responsibilities as the Board of Directors may determine. The duties of the Lead Independent Director include:

Our Board of Directors believes that it is currently in the best interest of our Company to combine the roles of Board Chair and Chief Executive Officer under the leadership of Mr. Green. Mr. Loy currently serves as our Lead Independent Director. The Board believes that this structure allows us to capitalize on Mr. Green’s knowledge and experience to more effectively carry out our operating activities, execute our strategic plans, and foster effective communications between the Board of Directors, our management team, and our external stakeholders. The effectiveness of this structure is further enhanced by Mr. Loy’s extensive executive and board experience, which provides a valuable independent perspective to our Board and its leadership.

Board Diversity Matrix (As of March 21, 2023)20, 2024)

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 at www.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 Mr. Edrick, Ms. Eade and Mr. Loewald.Loy. Mr. Edrick serves as the Chair. The Audit Committee is comprised entirely of independent Directors and operates under a Board-approved charter that sets forth its duties and responsibilities. The Audit Committee met or acted by written consent nineeight times during 2022.2023.

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

The Board of Directors has determined that Ms. Eade, Mr. Edrick and Mr. LoewaldLoy 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 Mr. Edrick qualifies as an “audit committee financial expert” as this term has been defined under the rules of the Securities and Exchange Commission (the “SEC”).

Compensation Committee

The Compensation Committee currently consists of Ms. Eade, Mr. Edrick, Mr. Loewald, and Mr. Loy.Loewald. Mr. Loewald serves as the Chair. The Compensation Committee is comprised entirely of independent Directors and operates under a Board approved charter that sets forth its duties and responsibilities. The Compensation Committee met or acted by written consent eight times in 2022.2023.

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

The Board of Directors has determined that Ms. Eade, Mr. Edrick, Mr. Loewald, and Mr. LoyLoewald 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 Ms. Eade, Mr. Loewald, and Mr. Loy. Ms. Eade serves as the Chair. The Governance Committee is comprised entirely of independent Directors and operates under a Board approved charter that sets forth its duties and responsibilities. The Governance Committee met or acted by written consent twothree times in 2022.2023.

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

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.

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 Board reviews and discusses including with management the risks that arise or may arise,our policies with respect to risk assessment and risk management, including in relation to legal, compliance and cyber-security matters, as well as novel risks that arise such ascybersecurity matters. As appropriate, the impact of the COVID-19 global pandemic. The Board discusses with management, the Audit Committee, and our independent registered public accounting firm the financial risk,risks, including with respect to financial reporting and internal controls, and the steps management has taken to address such risks. Our Board 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 Stock 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 at www.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.

Environmental, Social, and GovernanceENVIRONMENTAL, SOCIAL, AND GOVERNANCE

At Harvard Bioscience, we are committed to enabling the discovery, safety and regulatory testing, and production of tomorrow’s therapeutics. We strive to be a trusted partner to our customers by supplying products and services that enable advances in life science research and drug development across the continuum from fundamental research, therapy discovery, pre-clinical regulatory safety pharmacology and toxicology testing, to bioproduction.

We believe that conducting our business in a socially, environmentally, and ethically responsible manner is important to our long-term success and the well-being of our stakeholders.

EnvironmentalEnvironmental.. We strive to minimize our environmental impact, including through more efficient energy and water usage, minimizing waste and emissions, and encouraging recycling. Consistent with these goals, our product development teams strive to minimize the use of hazardous substances in our products through initiatives such as the European Union’s directive on the Restriction of Hazardous Substances (RoHS). We also work closely with our suppliers to advance the responsible sourcing of materials such as conflict minerals and compliance with the European Union’s Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) regulation to manage the use of chemical substances.

Social. We believe that providing our customers with products and services that enable the development, testing, and production of tomorrow’s therapeutics plays a fundamental role in improving the health and well-being of the global community. We value our employees, customers, and communities and are committed to fostering a workplace that promotes fairness, respect, and opportunity for all. This commitment includes our participation in equal employment opportunity outreach programs and in the SkillBridge program, which provides valuable opportunities for armed service members to transition to civilian employment.

GovernanceGovernance.. We are focused on sound corporate governance. This includes a commitment to ethics and integrity, foundational values that we believe are key to our continued success. We have established a Code of Business Conduct and Ethics that applies across all levels of our business, including our Board of Directors, senior executives and all employees worldwide. We have also established a confidential ethics hotline that allows employees to report ethical or legal concerns. More information on our governance policies and procedures and our Code of Business Conduct and Ethics is available elsewhere in this proxy statement and the Investor Relations section of our website at www.harvardbioscience.com.

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.REPORT OF THE AUDIT COMMITTEE

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, 20222023 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, 20222023 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee:

Alan Edrick, Chair

Katherine A. Eade

Thomas W. LoewaldBertrand Loy

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 periodically 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. 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.

Directors who are also employees of the Company receive no additional compensation for their 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, upon his or her initial election to the Board, is entitled to receive a restricted stock unit (“RSU”) award having a grant date fair value of $150,000. Such RSU 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 is entitled to receive an annual retainer award paid in RSUs, for such Director’s service on the Board of Directors. The annual retainer awardincludes an annual RSU retainer and an annual cash retainer.

The annual RSU retainer is granted on the fifth business day following each annual meeting of stockholders and will vestvests in full on the earlier of (i) immediately prior to the Company’s next annual meeting andmeeting; or (ii) one year from the date of grant, whichever is earlier, subject to the Director’s continued service through the applicable vesting date. The Lead Independent Director receives an additional RSU retainer paidfor service in RSUs which has the same date of grant and vesting schedule as the annual Board retainers. Further, eachthat role.

Each non-employee Director is entitled to receive cash retainers for such Director’s service on committees of the Board of Directors.and committee service. The ChairsChair of each committee also receivereceives an additional cash retainer for service in such role. Committeeretainer. Board and committee retainers are paid quarterly in arrears.

The currentFollowing a review of the Company’s non-employee Director compensation program, our Compensation Committee recommended, and our Board of Directors approved, adjustments to our annual retainers for service on the Board and its committeescommittee retainers. These changes were effective May 22, 2023. The annual RSU and cash retainer amounts before and after these adjustments are as follows:shown in the table below:

Annual Equity Award

In addition,2022, each non-employee Director is entitled to receivereceived an annual equity award, paid in RSUs, for such Director’s service onin the Boardamount of Directors.$100,000 and an annual RSU retainer award in the amount of $45,000. The $145,000 aggregate amount of these awards is reflected under “Annual Retainer Value Prior to Adjustment” in the table above. The annual equity award is granted onwas discontinued for 2023. As adjusted in 2023, each non-employee received an annual RSU retainer award in the fifth business day following each annual meetingamount of stockholders and will vest in full on the earlier of (i) immediately prior to the Company’s next annual meeting of stockholders, and (ii) one year from the date of grant, subject to the Director’s continued service through the applicable vesting date.

$150,000.

The current annual equity award for service on the Board is as follows:

Expenses

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

20222023 Director Compensation Table

The following table presents the compensation provided to the non-employee Directors who served during the fiscal year ended December 31, 2022.2023.

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Information About Our Executive OfficersINFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our current executive officers are:

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

Jennifer Cote joined the Company as Vice President of Global Finance in May 2022, and was named Interim Chief Financial Officer and Treasurer as of January 1, 2023, and became our Chief Financial Officer and Treasurer in June 2023. Prior to joining the Company, Ms. Cote held various financial, strategy, and operating roles of increasing responsibility at Bose Corporation, a leading supplier of speakers, headphones, electronics and other related products for the consumer audio, automotive, health, and professional audio market from 1999 to March 2022. She served as Bose’s Head of Global Business Services – Strategy Enablement and Finance Services from September 2019 to March 2022 and Global Service Owner for Finance Services from December 2016 to September 2019. Ms. Cote’s previous roles at Bose included Head of Finance for Bose’s Headphones Business Unit, Head of Global Business Operations and Head of Finance for its Professional Systems Division. Earlier in her career, Ms. Cote heldwas employed by Arthur Andersen LLP, in various positions of increasing responsibility, including Audit Manager, at Arthur Andersen LLP.Manager. A Certified Public Accountant and Chartered Global Management Accountant, Mr.Ms. Cote holds a Bachelor of Science in Accountancy from Villanova University.

Compensation DiscussionCOMPENSATION DISCUSSION AND AnalysisANALYSIS

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 named executive officers for 20222023 were:

Objectives of Our Executive Compensation Programs

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

Role and Authority of the Compensation Committee

The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves the compensation of our executive officers. Additional information about the Compensation Committee, including its composition and responsibilities, can be found under the heading “Compensation Committee” above. The Compensation Committee’s practice has been to establish fiscal year base salaries, and to approve bonus programs and long-term incentive awards, on an annual basis. From time to time, the Compensation Committee makes other adjustments to individual compensation arrangements due to promotions, changes of responsibilities or other appropriate circumstances.

Role of Independent Compensation Consultant

The Compensation Committee engages an independent compensation consultant to provide guidance with respect to the development and implementation of our compensation programs. The Compensation Committee utilizes input from its compensation consultant in determining the appropriate compensation, including base salary, bonus and equity grants, with respect to our named executive officers. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2022.2023.

FW Cook provides no services to the Company other than those performed on behalf of the Compensation Committee. The Compensation Committee considers the independence of its compensation consultant on an annual basis.

Role of Management

The Compensation Committee receives input from our Chief Executive Officer and other members of our senior management team with respect to compensation programs for our executives. The Compensation Committee also receives input from our Chief Executive Officer on the performance of our other executives and on compensation decisions for those executives. The Compensation Committee considers, but is not bound by and does not always accept, the recommendations of our Chief Executive Officer or the other members of our management team with respect to compensation matters. While our Chief Executive Officer and other members of our senior management team typically attend Compensation Committee meetings, the Compensation Committee regularly meets in executive session without management present. Our Chief Executive Officer is not present during voting or deliberations on his compensation. The Compensation Committee also makes compensation decisions with respect to our other executives without them present.

Bases for Our Compensation Policies and Decisions

As a general guideline, the Compensation Committee seeks to establish the target compensation of our executive officers at approximately the median of similarly situated executives, assuming that our Company meets the performance targets established for incentive-based programs. An individual executive’s target compensation may be higher or lower than this guideline based on his or her particular background, experience and performance, market factors, and internal equity. These factors are weighed by the Compensation Committee in its judgment, and no one factor takes precedence over the others.

Given then-prevailing economic conditions and a desire that our Chief Executive Officer’s year-over-year compensation remain largely unchanged, the Compensation Committee did not obtain peer group data in establishing the 2022Mr. Green’s 2023 compensation, and instead considered third-party survey data.

In view of Ms. Cote’s appointment as Interim Chief Financial Officer and then Chief Financial Officer, the Compensation Committee considered peer group data in establishing Ms. Cote’s 2023 compensation. To establish the peer group, the Compensation Committee considered companies that are similar to our named executive officers.company based on criteria such as industry, market capitalization, revenue, and number of employees. In consultation with FW Cook, the Compensation Committee utilized the following peer group:

Compensation Practices

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

Compensation Elements

The elements of our executive compensation program 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 2022Our Compensation Committee established the 2023 annualized base salary of each of our named executive officers was as follows:

In view of Mr. Olson’s resignation as the Company’s Chief Operating Officer effective January 31, 2022, the Compensation Committee did not establish a 2022 base salary for Mr. Olson.

Annual Cash Incentive Bonuses

Our 20222023 annual cash incentive bonus plan (the “2022“2023 Annual Cash Incentive Plan”), as approved by the Compensation Committee, was designed to encourage our executives to achieve predetermined corporate financial performance objectives. The 2023 Annual Cash Incentive Plan emphasizesemphasized pay for performance and iswas intended to align executive compensation with the achievement of specified operating results.

The metrics and weightings of the 20222023 Annual Cash Incentive Plan were as follows:

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Target awards for our named executive officers under the 20222023 Annual Cash Incentive Plan were established by the Compensation Committee as follows:

The target awards for Messrs. Green and Rossi were unchanged from 2021. In view of Mr. Olson’s resignation as the Company’s Chief Operating Officer effective January 31, 2022, Mr. Olson did not receive a target award for fiscal 2022.

Under the terms of their awards, Messrs.Mr. Green and RossiMs. Cote were each eligible to receive a cash payment between 0% and 150% of their respective target awards based on ourthe Company’s performance with respect to the predetermined financial goals established in connection with the 20222023 Annual Cash Incentive Plan.

The Compensation Committee evaluated our 20222023 performance against these goals and determined that neither Mr. Green nor Mr. Rossi wasMs. Cote were eligible to receive a payment under the 20222023 Annual Cash Incentive Plan. As noted above, Ms. Cote received a cash bonus in an amount equal to 25% of her base salary in connection with her appointment as Interim Chief Financial Officer.

Long-Term Equity Incentive Compensation

We grant long-term equity incentive awards in the form of time- and performance-based 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’s2023 long-term equity incentive strategy allowsawards for use of a portfolio approach when granting awards. Each elementour named executive officers consisted of the portfolio is intended to address a different aspect of long-term incentive compensation, as set forth below:following two elements:

Holders of RSUs do not have any rights of a stockholder until the RSUs vest and are converted to Common Stock.

The Compensation Committee’s 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 its understanding of market practices of our comparable 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.

For our named executive officers, time-based and performance-based RSUs each comprised 50% of the total 2023 long-term equity award value, based on the grant date fair market value of the award.

The Compensation Committee approved 2022 long term2023 long-term equity incentive awards for our named executive officers as follows:

In view of Mr. Olson’s resignation as the Company’s Chief Operating Officer effective January 31, 2022, Mr. Olson did not receive a long term equity incentive award for fiscal 2022.

Performance-basedThe performance-based RSUs awarded to our named executive officers in 2023 will vest based on the relative TSR of our Common Stock during the period beginning on March 1, 20226, 2023 and ending on December 31, 2024.2025. Performance is measured with respect to the companies in the Russell 2000 stock index, as follows:

The time-based RSUs vest in three equal installments on each of December 29, 2022, 2023, 2024 and 2024.2025.

Vesting of both the performance-based RSUs and time-based RSUs is subject to the executive’s continued employment with the Company on the applicable vesting date.

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 executive stock ownership guidelines with respect to our named executive officers. The ownership guidelines require that, within five years from their initial appointment or designation as named executive officers, our named executive officers 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-313d- 3 of the Exchange Act), restricted shares, including shares granted but not vested, shares issuable upon the settlement of RSUs and shares acquired pursuant to our Employee Stock Purchase Plan are all included. The Compensation Committee monitors compliance with the stock ownership guidelines. Our named executive officers are currently in compliance with these guidelines.

Clawbacks

The Company adopted a Dodd-Frank Clawback Policy on October 31, 2023 (the “Clawback Policy”) that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and related Nasdaq listing requirements. The Clawback Policy provides that, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws, erroneously awarded incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the date that the Company is required to prepare such accounting restatement shall be subject to recovery by the Company.

The Company’s right of recovery under the Clawback Policy is in addition to any other remedies or rights of recovery that may be available to the Company under applicable law or pursuant to other Company policies or agreements, including the clawback provision of the Company’s 2021 Incentive Plan, as may be amended from time to time (the “2021 Incentive Plan”). 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

The 2021 Incentive Plan also provides that iffor recovery or termination, at the Compensation Committee’s election, of certain awards (or portions thereof) made to the Company’s executive officers in the event 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.misconduct.

Anti-Short Selling, Anti-Margin and Hedging Policies

The Company’s Insider Trading Guidelines explicitly prohibit directors, officers, employees, contractors and part-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 that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as derivative securities; and (ii) disclosing information to another individual for the purpose of enabling such individual to trade in the Company’s securities on the basis of such information. The Insider Trading Guidelines also explicitly prohibit directors, officers, employees, contractors and part-time and temporary workers, whether or not in possession of material non-public information, from (i) engaging in transactions designed to hedge or offset economic risks of owning the Company’s securities, including short sales of the Company’s securities and selling security futures related to the Company’s securities; (ii) trading in options or derivatives related to the Company’s securities; and (iii) and purchasing the Company’s securities on margin (i.e. borrowing money to fund the stock purchase) other than the cashless exercises of employee stock options.

2022 Summary Compensation Table2023 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned during the years ending December 31, 2022 and 2021 by (i) James Green, our (i) President and Chief Executive Officer;Officer during the years ended December 31, 2023 and 2022; and (ii) formerJennifer Cote, our Chief Financial Officer who wasand Treasurer during the only other person serving in an executive officer capacity as ofyear ended December 31, 2022;2023. Ms. Cote was appointed Interim Chief Financial Officer and (iii) former Chief Operating Officer, who would have been the next most highly compensated executive officer but for the fact that he was not an executive officer as of December 31, 2022.Treasurer effective January 1, 2023. No other persons served as an executive officer of the Company during the year ended December 31, 2022.2023.

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 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 or 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 Compensation Committee shall provide for the Company’s senior executive officers.

Chief Financial Officer

We entered into an employment agreement with Mr. Rossi,Ms. Cote dated July 18, 2019, which providedJune 19, 2023 in connection with her appointment as our Chief Financial Officer. The agreement provides for a one-year term, of one year from such date, which term was subject to automatic extensionshall automatically be extended for one additional one-year periodsyear on each anniversary of thereofthe commencement date of the agreement unless, not less than 90 days prior to each such anniversary,date, either party shall have given written notice to the other that it does not wish to extend the agreement. In addition, theThe agreement providedalso provides for an annualannualized base salary which was subjectof $300,000 beginning on June 19, 2023. Beginning with fiscal year 2024, Ms. Cote will be eligible to review annuallyreceive annual target cash incentive compensation of fifty percent (50%) of her base salary. Also beginning with fiscal year 2024, Ms. Cote will be eligible to receive annual long-term incentive equity awards upon terms and conditions established by ourthe Board of Directors or Compensation Committee. Furthermore, commencing with fiscal year 2020, Mr. Rossi was eligibleMs. Cote’s existing annual bonus awards for 2023 and existing equity awards remained in effect according to receive cash incentive compensation on an annual basis of up to fifty percent (50%) of his base salary upon meeting objectives as determinedtheir existing terms and were not affected by the Board of Directors or the Compensation Committee from time to time. Mr. Rossi wasagreement. Ms. Cote is also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for the Company’s senior executive officers.

Mr. Rossi resigned from his position as our Chief Financial Officer and Treasurer effective December 31, 2022. For information on Mr. Rossi’s separation from the Company, please see the heading “Termination Arrangements with Named Executive Officers” below.

Outstanding Equity Awards At Fiscal Year-End—2022OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2023

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 performance-based RSUs held by the applicable named executive officers (“NEOs”) noted below as of December 31, 2022.2023.

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Potential Payments upon Termination or Change-in-Control

Termination Arrangements with Messrs. Rossi and Green

The employment agreements with Mr. Green and Mr. Rossi alsoMs. Cote 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 terminationMr. Green

If Mr. Green’s employment is terminated due to death or disability, all unvested equity awards of the named executive officers shall accelerate and fully vest and we shallvest. We will also pay a cash lump sum equal to the value of his COBRA premiums for a period of twelve (12) months following thesuch 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 the executive and his eligible dependents received prior to the termination.

In the case of a termination by the executiveMr. Green for good reason, or by usthe Company without cause, and subject to the terms of the agreement, (i) we shall pay the executiveMr. Green an amount equal to eighteen (18) months for Mr. Green, and twelve (12) months for Mr. Rossi 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 performance-based RSUs granted in connection with his hiring, the performance period would be measured as to the period from grant through the termination event).non -forfeitable. Further, following any such termination, we shall reasonably determine what annual bonus the executiveMr. Green 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 executiveMr. Green 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, following the termination that may be used by the respective executiveMr. Green to pay for health insurance coverage that is substantially similar to the coverage the executive and his eligible dependents received prior to the termination.

In the event that the executiveIf Mr. Green’s employment is terminated within three months prior to,by the Company without cause, or twelve months after, a change in control (as described inif Mr. Green terminates his employment agreement),for good reason, in connection with a change-in-control, we shall pay the executiveMr. Green a single lump sum in cash equal to twenty-four (24) months as toof Mr. Green, and eighteen (18) months as to Mr. Rossi, of his respectiveGreen’s 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 performance-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).control. 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) monthstwo (2) years for Mr. Green and eighteen (18) months for Mr. Rossi, following the termination that may be used by the respective executive to pay for health insurance coverage that is substantially similar to the coverage executiveMr. Green and his eligible dependents received prior to the termination.

Separation Agreement with Mr. RossiMs. Cote

In connection with Mr. Rossi’s resignation as the Company’s Chief Financial Officer and Treasurer effective December 31, 2022, the Company and Mr. Rossi entered into a Separation Agreement and Release dated January 18, 2023 (the “Rossi Separation Agreement”). UnderIf Ms. Cote’s employment is terminated due to death or disability, all unvested equity awards shall be treated based on the terms of the Rossi Separation Agreement, Mr. Rossiunderlying stock award agreements and the Company’s 2021 Incentive Plan. We will also pay a cash lump sum equal to the value of her COBRA premiums for a period of twelve (12) months following such termination that may be requiredused by the executive or her spouse and dependents, as applicable, to provide transition assistancepay for health insurance coverage that is substantially similar to the coverage the executive and will remain an employee ofher eligible dependents received prior to the termination.

If Ms. Cote terminates her employment for good reason or if her employment is terminated by the Company through May 10, 2023 (the “Rossi Separation Date”). Pursuant to the Rossi Separation Agreement,without cause, the Company will continuepay Ms. Cote an amount equal to pay Mr. Rossi’stwelve (12) months of her base salary rate at date of termination, to be paid over a period of one (1) year, a pro-rata portion of her annual bonus for the year of termination to be paid no later than March 15 of the following year, and a cash lump sum equal to the value of her COBRA premiums for a period between January 1, 2023 andof one year following the Rossi Separation Date. Mr. Rossi is also eligible to participate indate of termination. Upon the date of termination, all applicable employee benefit plans through the Rossi Separation Date.

Separation Agreement with Mr. Olson

In connection with Mr. Olson’s resignation as the Company’s Chief Operating Officer effective January 31, 2022, the Company and Mr. Olson entered into a Separation Agreement and Release dated January 26, 2022 (the “Olson Separation Agreement”). Underunvested equity incentive awards shall be treated based on the terms of the Olson Separation Agreement, Mr. Olson was requiredunderlying stock award agreements and the 2021 Incentive Plan.

If Ms. Cote terminates her employment for good reason or if her employment is terminated by the Company without cause in connection with a change-in-control, the Company will pay Ms. Cote a cash lump sum equal to provide transition assistancetwelve (12) months of her base salary rate at the first event constituting a change in control and remained an employeea cash lump sum equal to the value of her COBRA premiums for a period of one year following the date of termination. Upon the date of termination, all unvested equity incentive awards shall be treated based on the terms of the Company through December 31, 2022 (the “Olson Separation Date”). Pursuant to the Olson Separation Agreement, the Company continued to pay Mr. Olson’s base salary for the period between February 1, 2022underlying stock award agreements and the Olson Separation Date. Mr. Olson was also eligible to participate in all applicable employee benefit plans through the Olson Separation Date.2021 Incentive Plan. 

Pay versus PerformancePAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its compensation decisions for the 2022 fiscal year. For further information about how we align executive compensation with the company'sCompany's performance, please refer to the Compensation Discussion and Analysis, above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs,named executive officers including with respect to RSUs and PSUs.

The following table sets forth the compensation for our principal executive officer and the average compensation for certain of our other named executive officers, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid (“CAP”) as defined under the SEC rules. The table also provides information with respect to cumulative TSR and Net Income.

net loss.

(1) Pay Versus Performance

(2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Green, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Green during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Green’s total compensation for each year to determine the compensation actually paid:

(3) The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Green)our Principal Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. The named executive officersofficer included for purposes of calculating the average amounts in each applicable year were Messrs.was, for fiscal year 2021 and 2022, Mr. Michael Rossi and Mr. Kenneth Olson, and for fiscal year 2023, Ms. Cote (the “Other NEOs”).

(4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Other NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs as a group (excluding Mr. Green) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Other NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2.

(5) Total Shareholder Return assumes $100 was invested in our Common Shares on December 31, 2020.

Non-PEO Named Executive Officer Stock Award Adjustments

Analysis of the Information Presented in the Pay Versus Performance Table

As described in more detail under Compensation Discussion and Analysis, above, a significant portion of our executivePrincipal Executive Officer’s compensation is linked directly to our Company’s financial and stock price performance. This linkage isAs reflected in the amounts shown incolumns (c) and (f) of the Pay Versus Performance table, above. As shown,the year-over-year changes in the compensation actually paid to our Principal Executive Officer in 2021 and 2022 decreased from approximately $9.2 million in 2021 to negative $3.7 million in 2022, consistent withwere driven primarily by the year-over-year changes in our Company’s stock price and the impact of those stock price changes on the value of his unvested and outstanding equity awards. For 2023, the compensation actually paid to our Principal Executive Officer reflects the substantial year-over-year increase in the Company’s stock price from 2022 to 2023, and for 2022, the compensation actually paid to our Principal Executive Officer reflects a year-over-year stock price decrease over the prior year period. Similarly, year-over-year changes in the compensation actually paid to our Principal Executive Officer were generally aligned with year-over-year changes in the Company’s net income and total shareholder return as shown inover the table.past three years. These amounts reflect the alignment between the compensation of our Principal Executive Officer with the interests of our shareholders. The compensation actually paid to our Other NEOs follows a similar trend.