📜 What This Document Is 📝

This document is a Proxy Statement (Schedule 14A), which is a formal filing required by the SEC that informs shareholders about the upcoming annual meeting. Think of it as a highly detailed rulebook for how the company will conduct its business and how shareholders can vote on key issues.

The purpose is to gather shareholder votes on critical corporate governance matters, including electing Board members, approving executive pay, and amending stock incentive plans. 👉 This filing is not about the company’s day-to-day products; it’s about who runs the company and how they are paid.

🏢 Who Harvard Bioscience Is 🧬

Harvard Bioscience, Inc. (HBIO) is a company focused on enabling the discovery, safety, and regulatory testing of therapeutics. It aims to be a trusted partner in the life science industry, supporting advances in research and drug development.

The company’s commitment to the sector is reflected in its ESG (Environmental, Social, and Governance) goals, aiming to minimize its environmental impact, promote employee fairness, and maintain sound corporate governance. 👉 HBIO's business model focuses on supporting the full spectrum of life science research, from fundamental discovery to bioproduction.

🗓️ The 2026 Annual Meeting Details 📅

The Annual Meeting of Stockholders is scheduled for Tuesday, June 2, 2026, at 10:00 a.m. ET. Crucially, the meeting will be held by virtual meeting only; attendance in person is not possible.

The process is highly online:

The Notice of Internet Availability of Proxy Materials is being mailed on or about April 23, 2026.
The proxy statement and Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.proxyvote.com.
The Board set the Record Date (the cutoff date for who can vote) as the close of business on April 7, 2026. As of this date, there were 4,510,217 shares of Common Stock outstanding.

👉 Shareholders are strongly encouraged to vote through the Internet, by telephone, or by mail, regardless of whether they plan to attend virtually, to ensure their shares are properly represented.

👥 Board Governance and Structure 🏛️

The Board of Directors is designed with six members, structured into three classes (Class I, Class II, and Class III) of two Directors each. This staggered structure means that only one class of Directors' terms expires each year, ensuring continuous governance.

Leadership: While there is no Board Chair, Katherine A. Eade was appointed as the Lead Independent Director in June 2025. The Lead Independent Director acts as a key liaison and helps coordinate the activities of the other independent directors.
Committees: The Board operates three key committees:
- Audit Committee: Chaired by Robert Gagnon, this committee is responsible for reviewing financial statements and overseeing the independent auditors.
- Compensation Committee: Chaired by Stephen DeNelsky, this committee oversees executive compensation programs and policies.
- Nominating and Governance Committee: Chaired by Katherine A. Eade, this committee identifies qualified individuals to become Board members and helps set corporate governance criteria.

👉 The independence of the Board is highly emphasized; the Board noted that all Directors, except for the CEO, Mr. Duke, are determined to be independent per Nasdaq rules.

🗳️ Election of Directors (Proposal 1) 🏅

The Annual Meeting requires shareholders to elect two Class II Directors, as their terms are expiring. The Board unanimously recommends voting "FOR" the election of:

John Duke
Katherine A. Eade

Mr. Duke and Ms. Eade have agreed to stand for re-election and serve until the 2029 annual meeting. The required vote for this election is a plurality of the votes cast, meaning the nominee receiving the highest number of "FOR" votes wins.

Committee Membership:
- Mr. DeNelsky (Class I) chairs the Compensation Committee and is a member of the Nominating and Governance Committee.
- Mr. Gagnon (Class I) chairs the Audit Committee and is a member of the Compensation Committee.
- Ms. Eade (Class II) chairs the Nominating and Governance Committee and is a member of the Audit Committee.
- Mr. Benson (Class II) is a member of the Audit Committee.
- Mr. Snider (Class III) is a member of the Compensation Committee.

💼 Director and Executive Compensation Pay 💰

This section is highly technical, detailing how the company is compensating its leaders and how those payments are structured. Executive compensation aims to achieve five goals: attract and retain high-performing leaders; reward performance; align executive interests with shareholder value; foster a shared commitment; and motivate the company to meet long-term objectives.

Annual Retainer Values: Non-employee Directors are entitled to annual cash and stock (RSU) retainers. For example, the non-employee Director retainer value is set at $100,000 in RSUs (equivalent to $100,000 cash value on grant date).

2025 Director Compensation: Total compensation for the non-employee Directors was outlined for the year ended December 31, 2025.

High-Earning Directors: Katherine A. Eade received a total compensation of $156,850, followed by Robert Gagnon ($104,600) and Seth Benson ($96,350).
Board Members: John Duke (CEO) has a vested interest, as his compensation is tied to performance, demonstrating the alignment of his incentives with shareholder success.

Pay Versus Performance (PVP): This table is particularly important because it compares the "Summary compensation table total" (the reported value) to "Compensation actually paid" (the SEC-defined value). The analysis shows that the payouts are heavily dependent on the stock price.

For 2025, the compensation actually paid to the CEO (Mr. Duke) was $2,279,108, reflecting the year-over-year stock price change.
The Pay vs. Performance analysis emphasizes that the compensation paid reflects a direct alignment between executive pay and the company's stock price performance, protecting shareholder interests.

⚙️ Other Proposals & Stock Plans ✨

The Annual Meeting will require votes on several important operational items, including the ratification of external service providers and the approval of stock incentives.

Auditor Ratification (Proposal 2): Shareholders vote to ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This is considered a "routine" matter.
Executive Compensation Advisory Vote (Proposal 3): This is a non-binding, advisory vote on the compensation of named executive officers.
Stock Plan Amendments (Proposals 4 & 5): Two critical plans require amendments:
- The Employee Stock Purchase Plan: To increase authorized shares by 120,000 shares.
- The 2021 Incentive Plan: To increase authorized shares by 400,000 shares.

👉 These amendments ensure that the company has enough stock available to issue incentives to employees and directors going forward.

📜 Shareholder Ownership and Holdings 📈

This section details who owns the company's stock as of the Record Date (April 7, 2026). Understanding ownership concentration helps investors gauge the stability of management control.

Major Holders:
- William Snider's affiliated entities hold 846,000 shares, representing 15.79% of the common stock.
- Leviticus Partners, L.P. / AHM Equity, LLC holds 340,160 shares, or 7.54%.
- Weber Capital Management, LLC holds 320,038 shares, or 7.10%.
Total Management/Directors: All current directors and executive officers, as a group, hold 951,372 shares, representing 17.03% of the common stock.

♻️ ESG and Code of Conduct 🌐

The company emphasizes its commitment to operating ethically and responsibly. The Board has established a Code of Business Conduct and Ethics that applies to all employees, officers, and directors.

Environmental Focus: HBIO strives to minimize environmental impact by focusing on efficient energy and water usage, minimizing waste, and ensuring products comply with international regulations like the European Union’s RoHS and REACH regulations.
Social Focus: The company emphasizes its role in improving global health and supports initiatives like the SkillBridge program for military transition, highlighting its commitment to fair treatment and safety for employees.
Governance Focus: A confidential ethics hotline is available for employees to report concerns, underscoring a dedication to transparency and accountability.

☎️ Key Dates and Contact Information 📬

For shareholders needing more information, the following details are available:

Company Address: Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746.
Main Contact Number: (508) 893-8999.
Information Portal: www.proxyvote.com
Virtual Meeting Link: www.virtualshareholdermeeting.com/HBIO2026

🧠 The Analogy 🧱

Think of a proxy statement like a school play's program booklet. It doesn't show the drama itself, but it tells you exactly who the cast is (the Directors), what their jobs are (the Committees), when the curtain rises (the Annual Meeting), and who gets paid (Compensation). Every section of the filing is a guide designed to help you, the shareholder, vote correctly and understand the corporate machine's inner workings.

🧩 Final Takeaway 🏆

This filing is a deeply technical governance roadmap. Its primary takeaway is that shareholder votes are critical to approving the company’s structure, leadership (Board elections), and incentives (stock plans/executive pay). Shareholders must review the proposals to guide the company's long-term corporate direction.

HBIO Shareholders Vote on Governance, Pay, and Board Elections