Each non-employee Director will also be entitled to receive an equity award in the form of restricted stock units having an aggregate cash value of $100,000, which is granted on the fifth business day following each annual meeting of stockholders and will vest in full on the earlier of (i) immediately prior to the Company’s ~~Annual Meeting~~next annual meeting of ~~Stockholders, with such award~~stockholders, and (ii) one year from the date of grant, subject to ~~be evidenced by a grant ofdeferred stock awards of restricted stock units.~~ the Director’s continued service through the applicable vesting date.

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

~~Non-employee Directors continue to be reimbursed for their expenses incurred in connection with attending Board and committee meetings.~~

The following table presents the compensation provided ~~by us~~ to the non-employee Directors who served during the fiscal year ended December 31, ~~2015.~~2021.

~~COMPENSATION DISCUSSION AND ANALYSIS~~Information About Our Executive Officers

~~Our compensation philosophy~~The following table shows information about our executive officers:

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

Michael Rossi was named Chief Financial Officer in July 2019. Immediately prior to ~~support our key objective~~becoming Chief Financial Officer of ~~creating value~~the Company, Mr. Rossi served as Chief Financial Officer of Laborie Medical Technologies from August 2018 to May 2019, a manufacturer of urology and gastrointestinal diagnostic equipment. Prior to that role, he was Chief Financial Officer of Medical Specialties Distributors, a healthcare supply chain management solutions company, for ~~our stockholders by growing our revenues, growing our U.S. GAAP~~over three years. Mr. Rossi brings significant experience with turnarounds and ~~non-GAAP adjusted earnings per diluted share, growing our adjusted EBITDA, exclusive~~driving financial and operational improvements within complex middle market manufacturing and distribution businesses. He also has over fifteen years of ~~one-time charges,~~public company accounting and reporting experience as well as experience managing debt and liquidity during both periods of growth and business downturns. Earlier in his career, Mr. Rossi held finance roles of increasing ~~our total market capitalization~~responsibility at various public companies, including Haemonetics Corporation, The Princeton Review, Inc., American Tower Corporation, Sonus Networks and ~~growing our share price. Our Compensation Committee is~~Manufacturers’ Services Limited. He began his professional career as an accountant at PricewaterhouseCoopers. Mr. Rossi earned a B.S. in accounting from Babson College and an MBA from Babson College’s Olin School of Management.

Kenneth Olson served as Chief Operating Officer from April 2020 to January 2022 and was responsible for ~~establishing~~global manufacturing, supply chain and ~~approving~~research and development. Prior to becoming Chief Operating Officer, Mr. Olson served as Vice President and General Manager, Data Sciences International from October 2019 to April 2020. Prior to joining DSI, Mr. Olson served as the ~~compensation~~Senior Vice President of Global Engineering and Operations at Spacelabs Healthcare, a patient monitoring and diagnostic cardiology companies, from May 2017 to October 2019. From July 2013 until October 2019, Mr. Olson ran a successful management consulting firm in the medical device space. Mr. Olson previously served as Vice President of Research & Development at ABT Molecular Imaging from December 2010 to July 2013. Mr. Olson has significant experience in Emergency Medical Services (EMS), with over 40 issued patents in cardiology and resuscitation products. He served as Vice President of Research and Development for ~~all executive officers~~Medtronic Physio-Control from May 2006 to December 2010, where he oversaw the development of the ~~Company.~~LP15 Monitor/Defibrillator. Prior to Medtronic, Olson was the Chief Technical Officer for Cardiac Science, after a merger with Survivalink Corporation where he had served as the VP of R&D from its inception. Mr. Olson earned a B.S. in electrical engineering and an MBA from the University of Minnesota.

This Compensation Discussion and Analysis, ~~explains~~which should be read together with the executive compensation tables set forth below, provides information regarding our executive compensation ~~objectives, policies~~program for our named executive officers. Our named executive officers for 2021 were James Green, our President and ~~practices with respect to our~~ Chief Executive Officer, Michael Rossi, our Chief Financial Officer, and Kenneth Olson, our ~~other two most highly-compensated executive officers~~Chief Operating Officer. Mr. Olson resigned from his position as ~~determined~~Chief Operating Officer effective January 31, 2022, but will assist on various projects and in ~~accordance with applicable SEC rules, which are collectively referred to as~~ the ~~named executive officers or, in this “Compensation Discussion and Analysis” section, our executives. Our named executive officers are currently as follows: Jeffrey A. Duchemin,~~transition of the Chief ~~Executive~~Operating Officer ~~and President; Robert E. Gagnon, Chief Financial Officer and Treasurer; and Yong Sun, Vice President, Commercial Operations.~~

~~This proxy statement also includes disclosures required with respect to Yoav Sibony, our former Vice President, Global Sales and named executive officer, who served in such capacity during fiscal 2015~~role until his ~~resignation in October 2015.~~

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

~~The elements of executive compensation include base salary, annual cash incentive bonuses, employment agreements, long-term equity incentive compensation and broad-based benefits programs.~~

In the past the Compensation Committee has engaged Radford, an Aon Consulting company, to provide analysis and recommendations pertaining to our compensation philosophy, peer group comparisons and competitiveness of salary, bonus and long-term incentive compensation. In March 2014, the Compensation Committee established, with the assistance of Radford, an updated peer group, which for 2015 included Abaxis, Inc., Affymetrix, Inc., Bovie Medical Corporation, Cynosure, Inc., Digirad Corporation, Enzo Biochem, Inc., Fluidigm Corporation, Fonar Corporation, GenMark Diagnostics, Inc., Genomic Health, Inc., iCAD, Inc., IRIDEX Corporation, Landauer, Inc., Luminex Corporation, NanoString Technologies, Inc., Natus Medical Incorporated, Pacific Biosciences of California, Inc., Quidel Corporation, Sequenom, Inc., Stereotaxis, Inc., and Transgenomic, Inc.

In the first quarter of 2015, the Compensation Committee engaged Radford to provideanalysis and recommendations pertaining to the compensation, including salary, bonus and equity grants, with respect to our Chief Executive Officer and Chief Financial Officer. In addition, on June 3, 2015, the Compensation Committee obtained reportsdeparture from Radford with respect to providing a current view into typical public market practices relating to market condition equity awards. The Compensation Committee utilized the reports, recommendations and insight of Radford, along with a variety of additional factors, in determining the appropriate compensation, including salary, bonus and equity grants, with respect to Messrs. Duchemin, Gagnon and Sun, and our other named executive officers.

We pay our executives a base salary, which we review and determine 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. Although base salaries are established in part based on the individual experience, skills and expected contributions during the coming year of each of our executives and each executive’s performance during the prior year, we do not view base salaries as primarily serving our objective of paying for performance.

It is our goal to maintain a base salary structure among our executives that, in our judgment, appropriately reflects their respective roles and responsibilities. For 2015, for the period from January 1 to February 28, the base salaries for the named executive officers were as follows: $385,000 per year for Mr. Duchemin, $299,000 per year for Mr. Gagnon, $232,000 per year for Mr. Sun and $193,000 per year for Mr. Sibony. For the period from March 1 to October 31 during 2015, the base salaries for the named executive officers were based on the following increased amounts established by the Compensation Committee: $521,000 per year for Mr. Duchemin, $329,000 per year for Mr. Gagnon, $244,000 per year for Mr. Sun and $200,000 per year for Mr. Sibony. For the period from November 1 to December 31 during 2015, the base salaries for the named executive officers were decreased as follows: $468,900 per year for Mr. Duchemin, $312,500 per year for Mr. Gagnon and $231,800 per year for Mr. Sun. On February 24, 2015, the Compensation Committee approved the above-mentioned increased annual base salaries, however, in November 2015, to further certain expense reduction and cash savings initiatives, at the election and recommendation of our named executive officers, a temporary 10% reduction in annual base salaries of the above-mentioned executives was implemented. Their current salaries are based on the factors discussed above as well as our goal of maintaining a base salary structure among our executives that, in our judgment, appropriately reflects their respective roles and responsibilities.

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

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

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

In 2015, the Compensation Committee of our Board established a performance target with respect to the annual cash incentive bonuses for the named executive officers in 2015, including Messrs. Duchemin, Gagnon, Sun and Sibony. For 2015, the target objective was to achieve a minimum of $0.24 of non-GAAP earnings per diluted share. In determining whether and to what extent to award any annual cash incentive bonus for 2015, the Compensation Committee considered if the established target was met and or exceeded. In addition to the achievement of the corporate goal noted above, the Compensation Committee assessed the extent to which each executive officer contributed to our achievement of such target.

For 2015, in accordance with their respective employment arrangements, in the event the objective was determined by the Board of Directors or the Compensation Committee (and our Chief Executive Officer with respect to Mr. Sun) was achieved, and depending on the level of achievement in the event the target was exceeded, each of our named executive officers were eligible to receive cash incentive compensation on an annual basis of up to one hundred fifty percent (150%) of his base salary with respect to Mr. Duchemin, fifty percent (50%) of his base salary with respect to Mr. Gagnon, and thirty five percent (35%) of their respective base salaries for Mr. Sun.

For fiscal 2015, as the target objective described above was not achieved, based on the executive’s performance and other considerations of the Compensation Committee, the Compensation Committee did not awarded bonuses to Mr. Duchemin, Mr. Gagnon, Mr. Sun or Mr. Sibony.

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

In May 2015, the Compensation Committee of the Board of Directors, taking into consideration the analysis and recommendations of Radford, approved the grant of stock option and time-based RSU awards to our named executive officers. In addition, in August 2015, taking into consideration the analysis and recommendations of Radford, the Compensation Committee also approved and granted market condition RSUs to the named executive officers and other members of management, the vesting of which is cliff-based and linked to the achievement of a relative total shareholder return, or TSR, of the Company’s Common Stock. These 2015 awards granted to our named executive officers are described in the table and subsequent disclosures below.

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

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

Stock option awards provide our executive officers with the right to purchase shares of our Common Stock at a fixed exercise price typically for a period of up to ten years, subject to continued employment with our Company. Stock options are earned based on continued service to us and generally vest over a range of one to four years. The exercise price of each stock option award granted under our Third Amended and Restated 2000 Stock Option and Incentive Plan (the “2000 Plan”) is based on the fair market value of our Common Stock on the grant date. The fair market value of our Common Stock is defined as the closing market price of a share of our Common Stock on the date of grant. We do not have any program, plan or practice of setting the exercise price based on a date or price other than the fair market value of our Common Stock on the grant date.

Stock option awards and RSU awards are made pursuant to our 2000 Plan. See “Potential Payments Upon Termination or Change-in-Control” for a discussion of the change-in-control provisions related to stock option awards and RSUs.

While annual stock option grants and RSUs to named executive officers have been historically made on the fifth business day following each annual meeting of stockholders, the Compensation Committee is considering, commencing in 2016, granting any such awards on the fifth business day following the public issuance of our earnings release for the most recent completed fiscal year, to coincide with the granting of annual equity grants to our employees generally. Stock options granted to employees hired or promoted during a month are generally granted on the first business day of the following month. If NASDAQ is closed on the appropriate business day as described above, then the grants will instead be made on the next day that NASDAQ is open for trading. The Compensation Committee retains the discretion to grant options and other awards at such other times as it may deem appropriate.

~~In 2015, we granted stock option, time based RSUs and market condition RSUs to our current named executive officers as follows:~~

As noted above, reports provided by Radford in 2015 were utilized and taken into consideration by the Compensation Committee when setting the amount of these grants noted in the table above to our current named executive officers.

We have entered into employment agreements with Mr. Duchemin, dated August 26, 2013, as amended, and Mr. Gagnon, dated October 2, 2013. Each of these agreements, as amended, provides for a term ending August 26, 2016, which such term shall automatically be extended for two additional years following the end of the term then in effect unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the agreement. Mr. Duchemin’s employment agreement provides for an annual base salary (which was initially $350,000 following execution of his agreement in 2013), a bonus for the portion of fiscal 2013 following his hiring in the amount of $150,000, as well as eligibility to receive cash incentive compensation on an annual basis of up to a one hundred fifty percent (150%) (which was initially 200% following execution of his agreement in 2013) of his base salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee, which may include non-GAAP earnings per share (on a pro-forma basis, as applicable), revenue growth, and EBITDA, each exclusive of one-time charges, and other discretionary factors. Mr. Gagnon’s employment agreement provides for an annual base salary (which was initially $290,000 following execution of his agreement in 2013) and eligibility to receive cash incentive compensation on an annual basis of up to a fifty percent (50%) of his base salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee, including as described above. On July 30, 2014, we entered into amendments to our employment agreements with Mr. Duchemin and Mr. Gagnon that among other things, extended the terms thereof through August 26, 2016, and modified them such that the terms shall automatically be extended for two additional years following the end of the term then in effect unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the respective employment agreement. Under the respective employment agreements, the base salary amounts are subject to review annually by our Board of Directors and Compensation Committee. Mr. Duchemin and Mr. Gagnon are also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for our senior executive officers. Each of Mr. Duchemin and Mr. Gagnon also received an inducement stock option grant of 500,000 options and 150,000 options, respectively.

The employment agreements with Messrs. Duchemin and Gagnon also require us to provide certain payments and benefits to these executives in the event of a termination of the executive’s employment by us without cause, by the executive for good reason or upon death or disability. In return, each such executive covenants not to compete or solicit our employees for one year following the termination of employment. We believe that negotiation of the severance level in advance makes it less problematic for our Board of Directors to terminate these executives for performance reasons without the need for protracted negotiation over severance. The employment agreements with Messrs. Duchemin and Gagnon also provide change-in-control benefits. See “Potential Payments Upon Termination or Change-in-Control” for a summary of these termination related provisions.

We have also entered into an offer letter, dated September 30, 2013 with Mr. Sun. The offer letter entitles Mr. Sun to an annual base salary (which was initially $225,000 following execution of his agreement in 2013) and a signing bonus of $25,000. Furthermore, Mr. Sun is eligible to receive cash incentive compensation on an annual basis of up to thirty five percent (35%) of his base salary upon meeting objectives as determined by our Chief Executive Officer. Under the offer letter, Mr. Sun is also eligible to participate in other incentive compensation plans as the Board of Directors or CompensationCommittee shall provide for our senior executive officers. Mr. Sun’s offer letter also contains provisions regarding the provision of customary additional benefits such as medical, dental, vacation, signing bonus and life insurance. Mr. Sun also received an inducement stock option grant of 100,000 options.

Prior to his resignation in October 2015, Mr. Sibony’s employment was governed by an offer letter dated September 30, 2013. The offer letter entitled Mr. Sibony to an annual base salary (which was initially $175,000following execution of the offer letter in 2013) and eligibility to receive cash incentive compensation on an annual basis of up to thirty five percent (35%) of his base salary upon meeting objectives as determined by our Chief Executive Officer. Under the offer letter, Mr. Sibony was also eligible to participate in other incentive compensation plans as the Board of Directors or Compensation Committee shall provide for our senior executive officers. Mr. Sibony’s offer letter also contained provisions regarding the provision of customary additional benefits such as medical, dental, vacation, life insurance and vehicle allowance and reimbursement.

~~Consideration of Stockholder Advisory Vote on Executive Compensation and Shareholder Outreach~~

The Compensation Committee and Board of Directors have noted the disappointing results of the advisory stockholder votes obtained at our Annual Meetings of Stockholders on May 28, 2015 and May 22, 2014, each with less than 70% of the votes cast at the annual meeting voting in favor of the Company’s executive compensation. Accordingly, the Compensation Committee is undertaking a comprehensive review of our executive compensation program with the assistance of its independent compensation consultant. The goal of this review is to ensure that the Company’s compensation programs appropriately tie executive pay to Company performance. The ongoing comprehensive review has included the following:

Based on the preliminary results of the ongoing review and analysis, the Compensation Committee and the Board of Directors have implemented equity ownership guidelines described below with respect to our named executive officers. While the Compensation Committee and Board of Directors are also considering the implementation of a clawback policy with respect to our executive officers, they have elected at this time to not implement any such policy at least until final disclosure rules are established by the SEC with respect thereto.

At the recommendation of our Compensation Committee, our Board of Directors has implemented equity ownership guidelines with respect to our named executive officers. Such ownership guidelines require, within five years from May 9, 2016 as to existing named executive officers at such time, and five years from their initial appointment or designation as named executive officers, as to named executive officers initially appointed or designated after such date, our Chief Executive Officer to own our Common Stock with a market value equal to at least three times his annual base salary, and our other named executive officers to own, at a minimum, our Common Stock with a market value equal to one time their annual base salary.With respect to satisfying such guidelines, unvested time-based RSUs are included in the calculation while stock options and unvested performance based RSUs are excluded.

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

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

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

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

From time to time, our Compensation Committee has engaged an independent compensation consultant to provide guidance with respect to the development and implementation of our compensation programs. The Compensation Committee utilizes the reports, recommendations and insight of the independent compensation consultant, along with a variety of additional factors, including input from the Chief Executive Officer as to the other executive officers, in determining the appropriate compensation, including salary, bonus and equity grants, with respect to our named executive officers. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant for 2021.

After consideration of the independence assessment factors provided under the listing standards of The Nasdaq Global Market, the Compensation Committee determined that the compensation consultant is independent and that the work performed in 2021 did not raise any conflicts of interest.

In consultation with FW Cook, in September 2020, the Compensation Committee selected the peer group used for 2021 compensation decisions as follows, focusing on market capitalization, revenues, industry:

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

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

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 2021 annualized base salary of each of Messrs. Green, Rossi and Olson were:

The Compensation Committee evaluated our performance against these goals and, based upon that evaluation and in consideration of our overall performance, the Compensation Committee awarded each named executive officer a 2021 annual cash incentive bonus that equaled 68% of his target. The Compensation Committee believes these payouts are appropriate due to the performance of the Company in 2021, particularly in light of the challenges presented by the COVID-19 pandemic, and each participating named executive officer’s contribution to the Company’s performance.

For fiscal year 2021, Mr. Green was eligible to receive cash incentive compensation equal to 100% of his base salary, with a maximum of 150% of his base salary, and each of Messrs. Rossi and Olson were eligible to receive cash incentive compensation equal to 50% of their respective base salaries, with a maximum of 75% of their respective base salaries.

We place a significant emphasis on performance-based incentive compensation. We grant long-term equity incentive awards in the form of 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.

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

In the first quarter of 2021, the Compensation Committee granted a mix of time-based RSU awards and performance-based RSUs to Messrs. Green, Rossi, and Olson, each with vesting subject, among other things, to the executive’s continued employment with the Company on the vesting dates.

With respect to the performance-based RSUs, the target number of these RSUs that may be earned is reported above; the maximum amount that may be earned is 150% of the target number, with a cap of 100% in the event of negative TSR. The TSR calculations will be adjusted to reflect stock splits, recapitalizations and other similar events. The performance-based RSUs will vest at target—the amount reported in the table above—if the TSR of the Common Stock is at the 50th percentile of companies in the Russell 2000 Index. A payout at maximum, which is 150% of the target award, may be achieved if the relative TSR is at or above the 75th percentile of companies in the Russell 2000 Index. In order to receive a payout of at least 50% of the target award, the relative TSR must be at or above the 25th percentile of companies in the Russell 2000 Index. If the relative TSR of the Common Stock is below the 25th percentile, the performance-based RSUs will not vest and the awards will be forfeited. The complete payout matrix for the performance-based RSUs granted in fiscal 2021 is presented in the table below:

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

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.

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

Awards under the Company’s 2021 Incentive Plan and any shares issued pursuant to such awards will be subject to recovery or “clawback” by the Company if and to the extent that the vesting of such awards was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria; or if the Company or its subsidiaries terminate a grantee’s service relationship due to the grantee’s gross negligence or willful misconduct, or determine there are grounds for such a termination (whether or not such actions also constitute “cause” under an award agreement), any awards under the 2021 Incentive Plan, whether or not vested, as well as any shares of stock issued pursuant to awards under the 2021 Incentive Plan shall be subject to forfeiture, recovery and “clawback.” In addition, the 2021 Incentive Plan provides that if the Company is ~~responsible for making recommendations~~required to ~~our Board regarding their compensation. Additionally, our~~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 ~~may also make recommendations~~and Chief Financial Officer are required to reimburse the Company for any bonus or ~~assist our Compensation Committee~~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.

The Company’s Insider Trading Guidelines explicitly prohibit directors, officers, employees, contractors and part-time and temporary workers in ~~making recommendations regarding Director compensation. Our Board~~possession of ~~Directors~~material non-public information from (i) buying, selling, or otherwise transacting in Company’s securities, including common stock, options and ~~Compensation Committee annually review our Director compensation to ensure~~any other securities that the ~~Director compensation package remains competitive~~Company may issue, such ~~that we are able~~as preferred stock, notes, bonds and convertible securities, as well as derivative securities; (ii) disclosing information to ~~recruit~~another individual for the purpose of enabling such individual to trade in the Company’s securities on the basis of such information; (iii) 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 ~~retain qualified Directors.~~selling security futures related to the Company’s securities; (iv) trading in options or derivatives related to the Company’s securities; and (v) and purchasing the Company’s securities on margin (i.e. borrowing money to fund the stock purchase) other than the cashless exercises of employee stock options.

~~We, the~~2021 Summary Compensation Committee of the Board of Directors of Harvard Bioscience, Inc., have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company, and, based on such review and discussion, have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this Proxy Statement and, through incorporation by reference from this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

*Mr. Green replaced Mr. Harte as a member of the Compensation Committee in May 2015 following our 2015 Annual Meeting of Stockholders.

During the 2015 fiscal year, the Compensation Committee consisted of Messrs. James W. Green, Kennedy and Lewis for the entire year. None of these Directors has served as an officer or employee of the Company or any of its subsidiaries. During the 2015 fiscal year, to the knowledge of the Company, none of its executive officers:

The table below summarizes the total compensation paid or earned by each of the named executive officers noted below for services rendered in all capacities, including our President and Chief Executive Officer, our Chief Financial Officer, and ~~the two other executives who were named executive officers~~our Chief Operating Officer during ~~2015,~~2021, all during the fiscal years ended December 31, ~~2015, 2014~~2021 and ~~2013.~~2020. As a smaller reporting company, we are only required to provide two years of compensation information for our named executive officers.

The following table sets forth certain information concerning the individual grant of stock option awards, time-based RSUs and market condition RSUs to the named executive officers who received such grants during the fiscal year ended December 31, 2015. These awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal Year-End—2015 included within the proxy statement.

~~Discussion of Summary Compensation and Grants of Plan-Based Awards Tables~~

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of our compensation plans and arrangements is set forth below. The terms of employment agreements that weWe have entered into an employment agreement with Mr. Green, dated July 2, 2019, which provides for a term of two years from his commencement date of July 8, 2019, which such term shall automatically be extended for two additional years on each anniversary of the commencement date unless, not less than 90 days prior to each such date, either party shall have given written notice to the other that it does not wish to extend the agreement. In addition, the agreement provides for an annual base salary, which is subject to review annually by our ~~executives are described below under “Potential Payments Upon Termination~~Board of Directors or ~~Change-in-Control.”~~

~~As described above under “Compensation Discussion and Analysis - Annual Cash Incentive Bonuses,” for 2015,~~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 ~~did not award annual cash bonuses~~from time to ~~our named~~time. Mr. Green is also eligible to participate in other incentive compensation plans as the Board of Directors or Committee shall provide for the Company’s senior executive officers.

~~In 2015, we granted stock option, time-based RSUs and market condition RSUs~~We have entered into an employment agreement with Mr. Rossi, dated July 18, 2019, which provides for a term of one year, which such term shall automatically be extended for one additional year on each anniversary of the commencement date unless, not less than 90 days prior to each such date, either party shall have given written notice to the ~~named executive officers under our 2000 Plan. The vesting and~~ other ~~key terms of such awards is discussed in more detail above under “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation.” The vesting of such awards~~that it does not wish to extend the agreement. In addition, the agreement provides for an annual base salary, which is subject to ~~continued employment~~review annually by our Board of Directors or Compensation Committee. Furthermore, commencing with ~~our Company, and~~fiscal year 2020, Mr. Rossi is eligible to receive cash incentive compensation on an annual basis of up to fifty percent (50%) of his Base Salary upon meeting objectives as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Rossi is also eligible to participate in ~~some instances, to acceleration in connection with certain termination events and a change-in-control~~other incentive compensation plans as ~~described in “Potential Payments Upon Termination~~the Board of Directors or ~~Change-in-Control.”~~Committee shall provide for the Company’s senior executive officers.

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—2015~~Outstanding Equity Awards At Fiscal Year-End—2021

The following table sets forth information concerning the number and value of exercisable and unexercisable options to purchase Common Stock, and the number of time-based and ~~market condition~~performance-based RSUs held by the applicable named executive officers noted below as of December 31, ~~2015.~~2021.

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL~~Potential Payments upon Termination or Change-in-Control

~~Chief~~Termination Arrangements with Current Named Executive ~~Officer and Chief Financial Officer~~Officers

~~Our~~The employment agreements with Mr. ~~Duchemin~~Green and Mr. ~~Gagnon~~Rossi also require the Company to provide ~~for~~ certain payments and benefits ~~for~~in the ~~executive if~~event of a termination of the executive’s employment ~~with is terminated because of death or disability,~~by us without cause, by the executive for good reason, upon death or ~~by us without cause~~disability or in ~~relating~~relation to a change-in-control. The events constituting cause, good reason and a change-in-control are specified in ~~each~~the respective agreement. ~~Following any such termination, the executives are entitled to receive their~~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 ~~terminations because of~~termination due to death or disability, all equity awards of the named executive officers shall accelerate and fully vest and we shall also pay a cash lump sum equal to the value of COBRA premiums for a period of ~~one (1) year~~twelve (12) months following the termination that may be used by the executive or his spouse and dependents, as applicable, to pay for health insurance coverage that is substantially similar to the coverage executive and his eligible dependents received prior to the termination.

In ~~addition, in~~ the case of a termination by the executive for good reason, or by us without cause, and subject to the terms of the agreement, (i) we shall pay the executive an amount equal to 12eighteen (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 ~~(or 24 months solely with respect to Mr. Duchemin’s initially 500,000 option granted in 2013),~~ of the date of termination shall become fully vested or ~~non-forfeitable.~~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). Further, following any such termination, we shall reasonably determine what annual bonus the executive would have received had he remained employed throughout the fiscal year in which the termination occurs, and if any such annual bonus would have been earned, we shall pay the executive a pro rata portion of such determined annual bonus by a lump-sum cash payment. In addition, following the termination we shall also pay a cash lump sum equal to the value of COBRA premiums for a period of ~~one (1) year~~eighteen (18) months for Mr. Green, and twelve (12) 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 executive and his eligible dependents received prior to the termination. The executive’s receipt of payment and benefits in connection with such a termination by the executive for good reason or by us without cause is subject to the executive signing a general release of claims, as provided in the agreement.

In ~~addition, in~~ the event that ~~Mr. Duchemin~~the executive is terminated within three months prior to, or twelve months after, a change in control (as described in his employment agreement), we shall pay ~~Mr. Duchemin~~the executive a single lump sum in cash equal to 18twenty-four (24) months as to Mr. Green, and eighteen (18) months as to Mr. Rossi, of his respective base salary, and all stock options and other stock-based awards granted to ~~Mr. Duchemin~~the executive shall immediately accelerate and become exercisable or non-forfeitable as of the date of the change in ~~control.~~control (and as to Mr. ~~Duchemin~~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). In addition, following such termination we shall also ~~receive~~pay a ~~pro rata portion~~cash lump sum equal to the value of ~~fifty percent (50%)~~COBRA premiums for a period of ~~the maximum annual bonus~~twenty four (24) months for ~~the fiscal year in which~~Mr. Green, and eighteen (18) months for Mr. Rossi, following the termination ~~occurs. In~~that may be used by the ~~event~~respective executive to pay for health insurance coverage that ~~Mr. Gagnon~~ is ~~terminated within three months~~substantially similar to the coverage executive and his eligible dependents received prior to or twelve months after, a change in control (as described in his employment agreement), we shall pay Mr. Gagnon a single lump sum in cash equal to 12 months of his base salary, and all stock options and other stock-based awards granted to Mr. Gagnon shall immediately accelerate and become exercisable or non-forfeitable as of the ~~date of the change in control.~~ termination.

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

~~Our offer letter~~Separation Agreement with Mr. Sun does not expressly provide for any payments and benefits for the executive if his employment with our Company is terminated because of death or disability, by the executive for good reason or by us without cause or in relating to a change-in-control. As provided below, in the event of a change-in-control (as defined in our 2000 Plan), the vesting of the options held by Mr. Sun may accelerate under certain circumstances.Olson

With respect to the stock options that we awarded to Messrs. Duchemin, Gagnon and Sun, the respective option agreements provide for the full acceleration of the unvested portion of such options upon a change-in-control of our Company in the event that the option is not continued or assumed by our Company or the acquiring or successor entity or is not substituted for an option of the acquiring or successor entity on substantially equivalent terms to the option. With respect to the market condition RSUs granted to Messrs. Duchemin, Gagnon and Sun, upon a change-in-control, such awards will accelerate at the time of such event with the portion vesting determined based on the relative total shareholder return of the Company’s common stock from August 3, 2015 to such change of control that is achieved.

The following tables reflect the estimated amount of payments and benefits that would have been provided by us to each of our current named executive officers upon the termination of such executive’s employment with us as of December 31, 2015 in each of the following circumstances: termination by us without cause, termination by the executive for good reason, termination upon death, termination by us upon disability and termination by us without cause or by the executive for good reason following a change-in-control. The tables also reflect the estimated amount of payments and benefits that would have been provided by us to each such named executive officer upon a change-in-control of the Company occurring as of December 31, 2015. The types of events constituting cause, good reason, disability and a change-in-control may differ in some respects among the different arrangements providing for benefits to the named executive officers; however, for consistency in presentation, the tables below have grouped these arrangements together based on these concepts without regard for any such differences.

~~The respective table below for Mr. Sibony reflect the amount of payments and benefits provided by us to him~~On January 26, 2022, in connection with Mr. Olson’s resignation from his ~~resignation in October 2015.~~

The amounts described in the tables below do not include payments and benefits to the extent they have been earned prior to the termination of employment or change-in-control or are provided on a non-discriminatory basis to salaried employees upon termination of employment. These include:

~~The following table shows the estimated payments upon termination or a change-in-control of~~position as Chief Operating Officer, the Company entered into a Separation Agreement and Release with Mr. Olson. Under the terms of such separation agreement, the Company will, among other things, continue to employ Mr. Olson and pay him his current salary until December 31, 2022 in exchange for ~~Jeffrey A. Duchemin, our Chief Executive Officer.~~his remote assistance on projects and the transition of duties, unless earlier terminated.

~~The following table shows the estimated payments upon termination or a change-in-control of the Company for Robert E. Gagnon, our Chief Financial Officer.~~

~~The following table shows the estimated payments upon termination or a change-in-control of the Company for Yong Sun, our Vice President, Commercial Operations.~~

In connection with Mr. Sibony’s resignation from the Company as Vice President, Global Sales in October 2015, the Company and Mr. Sibony entered into a severance arrangement pursuant to which Mr. Sibony executed a general release of claims in favor of the Company, and Mr. Sibony received a lump sum payment of $10,614.96 in relation to three weeks of accrued vacation time, as well as $104,318.60 payable in thirteen bi-weekly installments, representing six months’ salary, $3,785.20 in relation to seven months of health insurance premiums, and $533.40 in relation to seven months of dental insurance premiums.

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth information regarding the beneficial ownership of our outstanding Common Stock as of ~~May 6, 2016~~March 23, 2022 by: (i) all persons known by us to own beneficially more than 5% of our Common Stock; (ii) each of our Directors and nominees for Director; (iii) each of the named executive officers; and (iv) all of our Directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after ~~May 6, 2016~~March 23, 2022 through the exercise of any warrant, stock option or other right. The inclusion in this ~~Proxy Statement~~proxy statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Common stock subject to options currently exercisable, or exercisable within 60 days after ~~May 6, 2016,~~March 23, 2022, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options, but are not deemed outstanding for computing the percentage ownership of any other person.

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

The following table sets forth information as of December 31, ~~2015~~2021 concerning the number of shares of Common Stock issuable under our existing equity compensation plans.

The Audit Committee charter sets forth the standards, policies and procedures that we follow for the review, approval or ratification of any related person transaction that we are required to report pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission. ~~Under~~Pursuant to the Audit Committee charter, ~~which is in writing,~~ the Audit Committee ~~must conduct an appropriate review of~~reviews these related person transactions on an ongoing basis and the approval of the Audit Committee is required for all such transactions. The Audit Committee relies on management to identify related person transactions and bring them to the attention of the Audit Committee. ~~We do not have any formal policies and procedures regarding the identification by management of related person transactions.~~

~~During~~Aside from the ~~2015~~indemnification agreements we have entered into with each of our Directors, each of which provides that we will indemnify our Directors for expenses incurred because of their status as a Director to the fullest extent permitted by Delaware law, our certificate of incorporation and our by-laws, during the 2021 fiscal year, we were not a participant in any related person transactions that required disclosure under this heading except, due to Mr. David Green’s former position as Chief Executive Officer of Biostage until April 2015, our agreements with Biostage that were entered into in connection with the spin-off of such company. As Mr. David Green is a Director of our Company, and was the former Chief Executive Officer of Biostage until April 2015, Mr. Green may be deemed to have an interest as a related party in such agreements. These commercial agreements with Biostage include: (i) a Separation and Distribution Agreement to effect the separation and spin-off distribution and provide other agreements to govern our relationship with Biostage after the spin-off; (ii) an Intellectual Property Matters Agreement, which governs various intellectual property related arrangements between our Company and Biostage, including the separation of intellectual property rights between us and Biostage, as well as certain related cross-licenses between the two companies; (iii) a Product Distribution Agreement, which provides that each company will become the exclusive distributor for the other party for products such other party develops for sale in the markets served by the other; (iv) a Tax Sharing Agreement, which governs the parties respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for periods before, during and after the spin-off; (v) a Transition Services Agreement, which provides for certain services to be performed on a transitional basis by us to facilitate Biostage’s transition into a separate public reporting company for time frames of limited length, which expired in 2014,and (vi) a Sublease from our Company to Biostage of approximately 17,000 square feet of mixed use space of the facility located at 84 October Hill Road, Suite 11, Holliston, Massachusetts. As these agreements evidence ongoing commercial arrangements which may involve varying amounts over time, we are unable to provide an approximate dollar value of the amount involved in the transaction. In fiscal 2015, we received approximately $0.2 million from Biostage with respect to the Transition Services Agreement, Sublease and related cost, and research and development supplies.Mr. David Green does not receive any amounts from the transactions with Biostage relating to his role as a Director of our Company, and it is our understanding that Mr. David Green does not receive any direct amounts from such agreements and the transactions in relation to his former roles as Chief Executive Officer and Chairman of Biostage, and his interest is limited to benefits he may have received solely relating to his former role as Chief Executive Officer and Chairman, and a principal stockholder, of Biostage.heading.

~~SECTION~~Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Reports

Our executive officers, Directors and beneficial owners of more than 10% of our Common Stock are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of those reports must also be furnished to us.

Based solely on a review of the copies of the reports furnished to us, and written representations from certain reporting persons that no other reports were required, we believe that during the year ended December 31, ~~2015,~~2021, the reporting persons complied on a timely basis with all Section 16(a) filing requirements applicable to them, except for (i) Mr. Kennedy, our current Director, who had one late filing reporting nine stock option exercise transactions, (ii) Mr. Lewis, our Chairman, who had one late filing reporting one stock option exercise transaction and (iii) Mr. David Green, our current Director, who had one late filing reporting one stock disposition transaction.

We will pay the entire expense of soliciting proxies for the Annual Meeting. In addition to solicitations by mail, certain of our Directors, officers and employees (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, telegram, personal interview, facsimile, e-mail or other means of electronic communication. 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.

Stockholder proposals intended to be presented at our 2017 annual meeting of stockholders must be received by us on or before January 12, 2017 in order to be considered for inclusion in our proxy statement and form of proxy for that meeting. These proposals must also comply with the rules of the Securities and Exchange Commission governing the form and content of proposals in order to be included in our proxy statement and form of proxy and should be mailed to: Secretary, Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746.

Our Bylaws provide that any stockholder of record wishing to have a stockholder proposal that is not included in our proxy statement considered at an annual meeting must provide written notice of such proposal and appropriate supporting documentation, as set forth in the Bylaws, to our Secretary at our principal executive office not less than 90 days or not more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting. In the event, however, that the annual meeting is scheduled to be held more than 30 days before such anniversary date or more than 60 days after such anniversary date, notice must be delivered not earlier than 120 days prior to the date of such meeting and not later than the later of (i) 10 days following the date of public announcement of the date of such meeting or (ii) 90 days prior to the date of such meeting. Proxies solicited by theCommunications With The Board ofOf Directors ~~will confer discretionary voting authority on the proxy holders with respect to these proposals, subject to rules of the Securities and Exchange Commission governing the exercise of this authority.~~

All securityholder 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 securityholder recommendations for Director candidates must be submitted to us not less than 120 calendar days prior to the anniversary of the date on which our proxy statement was released to securityholders in connection with the previous year’s annual meeting. All securityholder recommendations for Director candidates must include:

Stockholders and other interested parties wishing to communicate with the Board of Directors may do so by sending a written communication to any Director at the following address: Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746. The mailing envelope should contain a notation indicating that the enclosed letter is a ~~“Stockholder-Board Communication”.~~“Board Communication.” All such letters should clearly state whether the intended recipients are all members of the Board of Directors or certain specified individual Directors. Our Secretary or his or her designee will make a copy of any ~~stockholder~~such communication so received and promptly forward it to the Director or Directors to whom it is addressed.

~~Fees~~The following table presents fees for professional services provided by ~~KPMG~~Grant Thornton LLP ~~our independent registered public accounting firm, in each~~for the audits of the Company’s annual consolidated financial statements for the last two fiscal years, in each of the following categories is as set forth in the table below.

All of the services performed in ~~or related to~~ the year ended December 31, ~~2015~~2021 were pre-approved by the Audit Committee. It is the Audit Committee’s policy to pre-approve all audit and permitted non-audit services to be provided to us by the independent registered public accounting firm. The Audit Committee’s authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee has delegated this pre-approval authority to its Chairman ~~(currently George Uveges)~~ for non-audit ~~services with aggregate fees of $30,000 or less.~~services. In addition, the Audit Committee has considered whether the provision of the non-audit services above is compatible with maintaining the independent registered public accounting firm’s independence.

~~ACCOUNTING FIRM~~Ratification Of Appointment Of Independent Registered Public
Accounting Firm

The Audit Committee of the Board of Directors has appointed ~~KPMG~~Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016. KPMG~~2022. Grant Thornton LLP has served as our independent registered public accounting firm since ~~2000.~~2017. The Audit Committee is responsible for the appointment, retention, termination, compensation and oversight of the work of our independent registered public accounting ~~firm for the purpose of preparing or issuing an audit report or related work.~~firm. To execute this responsibility, the Audit Committee ~~engages in a comprehensive annual evaluation of~~annually evaluates the independent auditor’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

Although ratification of the appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, the Board is submitting the appointment of ~~KPMG~~Grant Thornton LLP to our stockholders for ratification because we value the views of our stockholders. In the event that our stockholders fail to ratify the appointment of ~~KPMG~~Grant Thornton LLP, the Audit Committee will reconsider the appointment of ~~KPMG~~Grant Thornton LLP. Even if the appointment is ratified, the ratification is not binding and the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of ~~KPMG~~Grant Thornton LLP is expected to be present virtually at the Annual Meeting. He or she will have an opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions.

The affirmative vote of a majority 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 ratification of the appointment of ~~KPMG~~Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016.~~2022.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ~~KPMG~~GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2016. PROPERLY AUTHORIZED PROXIES SOLICITED BY~~2022.

Proposal 3
approval Of AN AMENDMENT OF THE Harvard Bioscience, Inc. EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors is requesting that our stockholders vote in favor of amending the Company’s Employee Stock Purchase Plan (as amended, “ESPP”) to add 500,000 shares under the ESPP to increase the number of authorized shares available for issuance thereunder (the “Amendment”). The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The primary purpose of the ESPP is to provide employees with the tax-qualified opportunity to acquire an ownership stake in the Company through participation in a payroll deduction-based employee stock purchase plan. The Company believes that by increasing the total number of authorized shares for issuance under the ESPP, it can retain our employees with a market-competitive benefit. The following summary of the ESPP is qualified in its entirety by reference to the actual text of the ESPP, as set forth on Appendix A. Stockholders are urged to read the actual text of the ESPP, as proposed to be amended, and form of the Amendment, which are respectively set forth as Appendix A and Appendix B to this Proxy Statement and incorporated herein by reference.

The ESPP was adopted by the Board of Directors on October 26, 2000 and was approved by the Company’s stockholders in November 2000. An amendment to add an additional 250,000 shares of Common Stock to the ESPP was approved by our Board of Directors on February 26, 2013 and our stockholders on May 23, 2013. An amendment to add an additional 300,000 shares of Common Stock to the ESPP was approved by our Board of Directors on March 31, 2017 and our stockholders on May 18, 2017. An amendment to add an additional 350,000 shares of Common Stock to the ESPP was approved by our Board of Directors on February 26, 2019 and our stockholders on May 16, 2019. As of December 31, 2021, approximately 332 employees were eligible to participate in the ESPP.

Under the ESPP, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s Common Stock. At the conclusion of the period, participating employees can purchase shares of the Company’s Common Stock at a price that is not less than 85% of the lower of the fair market value of the Company’s Common Stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31.

The first offering under the ESPP commenced on January 1, 2001 and ended on June 30, 2001. Subsequent offering periods commenced on each January 1 and July 1 thereafter and will have a duration of six months. Generally, all employees of the Company and certain U.S. and U.K. subsidiaries who are customarily employed for more than 20 hours per week as of the first day of the applicable offering period are eligible to participate in the ESPP. Any employee who owns or is deemed to own shares of stock representing in excess of 5% of the combined voting power of all classes of the Company’s stock may not participate in the ESPP.

During each offering, an employee may purchase shares under the ESPP by authorizing payroll deductions of up to 10% of his or her base pay during the offering period. Unless the employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of the Company’s Common Stock on the last business day of the offering period at a price that is not less than 85% of the fair market value of the Company’s Common Stock on the first or last day of the offering period, whichever is lower. In accordance with applicable tax rules, an employee may purchase no more than $25,000 worth of the Company’s Common Stock in any calendar year under the ESPP.

The rights under the ESPP are not transferable by participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

An employee may withdraw from participation in the ESPP by delivering a written notice of withdrawal to his or her designated payroll personnel. The employee’s withdrawal will be effective as of the next business day. Following an employee’s withdrawal, the Company will promptly refund to him or her, the entire account balance under the ESPP. Partial withdrawals are not permitted.

The Board of Directors may at any time, and from time to time, amend the ESPP in any respect, except that without the approval, within 12 months of such Board action, by the stockholders, no amendment shall be made increasing the number of shares approved for the ESPP or making any other change that would require stockholder approval in order for the ESPP to qualify as a “employee stock purchase plan” under Section 423(b) of the Code.

The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in the ESPP and does not attempt to describe all possible federal or other tax consequences of such participation. Furthermore, the tax consequences are complex and subject to change, and a taxpayer’s particular situation may be such that some variation of the described rules is applicable. This summary assumes that the exercise of a purchase right under the ESPP constitutes an exercise pursuant to an “employee stock purchase plan” under Section 423(b) of the Code.

Purchase Rights. Generally, there are no tax consequences to an employee of either becoming a participant in the ESPP or purchasing shares under the ESPP. The tax consequences of a disposition of shares vary depending on the period such stock is held before its disposition. If a participant disposes of shares within two years of the offering date, or within one year after the transfer of the purchased shares to the ESPP participant (a “disqualifying disposition”), the participant recognizes ordinary income in the year of such disqualifying disposition in an amount equal to the gain on the sale, i.e. the excess of the amount received on the shares over the purchase price. ESPP stock issued at a discount is also taxed as ordinary income on the disposition of the stock.

If the participant disposes of shares more than two years after the granting of the option or more than one year after the transfer of the purchased shares to the participant, or the participant dies while holding shares (whether or not within such periods) the participant recognizes ordinary income in the year of disposition or death in an amount equal to the lesser of (1) the excess of the fair market value of the shares on the date of disposition or death over the purchase price, or (2) the excess of the fair market value of the shares on the offering date over the purchase price. For this purpose, if the purchase price cannot be determined at the date of the option grant, then the purchase price is determined as though the option were exercised when granted. Any additional gain recognized by the participant on the disposition of the shares is a capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price (as so determined), there is no ordinary income and the loss recognized is a capital loss.

If the participant disposes of the shares in a disqualifying disposition, the Company is entitled to a deduction equal to the amount of ordinary income recognized by the participant as a result, subject to the Section 162(m) Deduction Limit discussed below. In all other cases, no deduction is allowed the Company.

Section 162(m) Deduction Limit. Section 162(m) of the Code limits the deduction allowed to a publicly-held employer for the applicable remuneration of a “covered employee” to the extent that the amount of such remuneration for the taxable year for such employee exceeds $1 million. Employees covered by this limitation are each individual who was at any time during the taxable year either the principal executive officer or the principal financial officer, among the three highest compensated officers for the taxable year (other than the principal executive officer or principal financial officer), or was a “covered employee” for such employer (or any predecessor) in any preceding taxable year beginning after 2016 (each a “Covered Employee”). Income to a Covered Employee resulting from the disqualifying disposition of shares acquired upon exercise of purchase rights under the ESPP is subject to the Deduction Limit under Section 162(m) of the Code.

The amounts of future purchases under the ESPP are not determinable because participation is voluntary, participation levels depend on each participant’s elections and the restrictions of Code Section 423 and the ESPP, and the per-share purchase price depends on the future value of our common stock. No purchases have been made with respect to the additional shares to be reserved for issuance under the ESPP.

The affirmative vote of a majority 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 approval of the Amendment of our Employee Stock Purchase Plan.

OUR BOARD OF DIRECTORS ~~WILL BE VOTED~~UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ~~RATIFICATION~~APPROVAL OF THE ~~APPOINTMENT~~AMENDMENT OF ~~KPMG LLP UNLESS INSTRUCTIONS TO~~ THE ~~CONTRARY ARE GIVEN.~~EMPLOYEE STOCK PURCHASE PLAN.

~~(“SAY-ON-PAY VOTE”)~~Proposal 4
Advisory Vote On The Compensation Of
Our Named Executive Officers

The ~~Securities and Exchange Commission~~SEC adopted final rules on January 26, 2011 to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ~~(the “Final Rules”)~~ requiring public companies to provide stockholders with periodic advisory votes on executive compensation (“Say-on-Pay Proposal”).

In accordance with the Final Rules, an advisory vote on the frequency of stockholders votes on executive compensation was conducted in connection with our 2011 annual meeting of stockholders. The Board recommended, and our stockholders agreed, that the advisory vote on executive compensation be held on an annual basis. Upon review of the stockholder voting results concerning that proposal, our Board of Directors and Compensation Committee determined that we will hold an annual advisory vote on executive compensation. Accordingly, ~~pursuant to Section 14A of the Securities Exchange Act of 1934,~~ we are seeking an advisory vote from our stockholders to approve our named executive officer compensation, as set forth below. ~~We and the~~The Board of Directors ~~welcome~~welcomes our stockholders’ views on this subject, and will carefully consider the outcome of this vote consistent with the best interests of all stockholders. As an advisory vote, however, the outcome is not binding on us or the Board of Directors. Consistent with the preference of our stockholders as determined by the last vote to approve the frequency of our Say-on-Pay Proposal, we intend to conduct a Say-on-Pay Proposal annually.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain high performing and experienced executives; motivate and reward executives whose knowledge, skills and performance are critical to our success; align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases; foster a shared commitment among executives by coordinating their goals; and motivate our executives to manage our business to meet our short and long-term objectives, and reward them for meeting these objectives. The elements of executive compensation include base salary, annual cash incentive bonuses, employment agreements, long-term equity incentive compensation and broad-based benefits programs. Please read the “Compensation Discussion and Analysis” for additional details about our executive compensation programs, including information about the ~~Fiscal 2015~~fiscal year 2021 compensation of our named executive officers. Specifically, we are seeking a vote on the following resolution:

RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.

The affirmative vote of a majority 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 approval of the resolution to approve the compensation of our named executive officers.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION ~~ABOVE~~ TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE ~~COMPENSATION.~~OFFICERS.

~~MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS~~Submission Of Stockholder Proposals For The 2023 Annual Meeting

In order to be considered for inclusion in our proxy statement and form of proxy for our 2023 annual meeting, stockholder proposals intended to be presented at our 2023 annual meeting of stockholders must be received by us on or before December 8, 2022 and otherwise comply with the requirements set forth in Rule 14a-8 under the Exchange Act. These proposals must also comply with the rules of the Securities and Exchange Commission governing the form and content of proposals in order to be included in our proxy statement and form of proxy and should be mailed to: Secretary, Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746.

To the extent a stockholder of record wishes to have a stockholder proposal or Director nomination considered at an annual meeting even though such proposal is not included in our proxy statement, our Bylaws provide that such stockholder of record must provide written notice of such proposal or nomination and appropriate supporting documentation, as set forth in the Bylaws, to our Secretary at our principal executive office not less than 90 days or not more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting. For the 2023 annual meeting of stockholders, such proposal or nomination must be received no earlier than January 17, 2023 and no later than February 16, 2023.

In addition to the notice and information requirements contained in our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 18, 2023.

Owners of Common Stock in street name may receive a notice from their broker or bank stating that only one notice of internet availability of proxy materials, annual report or proxy statement will be delivered to multiple stockholders sharing an address. This practice, known as “householding,” is designed to reduce printing and postage costs. However, if any stockholder residing at such an address wishes to receive a separate notice of internet availability of proxy materials, annual report or proxy statement, we will promptly deliver a separate copy to any stockholder upon written or oral request to our investor relations department at Harvard Bioscience, Inc., 84 October Hill Road, Holliston, Massachusetts 01746-1371 or by telephone at 508-893-8066 or by e-mail at info@harvardbioscience.com. In addition, any stockholder who receives multiple copies at the same address can request delivery of a single copy by notifying our investor relations department pursuant to the contact information provided above.

The Board of Directors does not know of any matters, other than those described in this ~~Proxy Statement~~proxy statement that will be presented for action at the Annual Meeting. If other matters are duly presented, proxies will be voted in accordance with the best judgment of the proxy holders.

YOUR VOTE IS IMPORTANT. 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 PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

THIS PROXY STATEMENT IS ACCOMPANIED BY THE COMPANY’S ANNUAL ~~REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2015.~~REPORT. THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ~~ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015~~ AND ANY EXHIBITS THERETO TO ANY STOCKHOLDER, UPON WRITTEN REQUEST TO HARVARD BIOSCIENCE, INC., 84 OCTOBER HILL ROAD, HOLLISTON, MASSACHUSETTS 01746-1371. A LIST OF STOCKHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING WILL BE AVAILABLE FOR INSPECTION BY STOCKHOLDERS DURING REGULAR BUSINESS HOURS AT OUR OFFICES AND THE OFFICES OF OUR TRANSFER AGENT DURING THE TEN DAYS PRIOR TO THE ANNUAL MEETING AS WELL AS AT THE ANNUAL MEETING.

Appendix A

HARVARD BIOSCIENCE, INC.

EMPLOYEE STOCK PURCHASE PLAN

(As Amended)

The purpose of the Harvard Bioscience, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Harvard Bioscience, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). One Million Nine Hundred Thousand (1,900,000)~~One Million Four Hundred Thousand (1,400,000)~~ shares of Common Stock in the aggregate have been approved and reserved for this purpose. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in accordance with that intent.

1. ADMINISTRATION. The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority to make rules and regulations for the administration of the Plan, and its interpretations and decisions with regard thereto shall be final and conclusive. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

2. OFFERINGS. The Company will make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”). Unless otherwise determined by the Administrator, the initial Offering will begin on January 1, 2001 and will end on June 30, 2001 (the “Initial Offering”). Thereafter, unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each January 1 and July 1 and will end on the last business day occurring on or before the following June 30 and December 31, respectively. The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering shall exceed six months in duration or overlap any other Offering.

3. ELIGIBILITY. All employees of the Company (including employees who are also directors of the Company) and all employees of each Designated Subsidiary (as defined in Section 11) are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week.

4. PARTICIPATION. An employee eligible on any Offering Date may participate in such Offering by submitting an enrollment form to his appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as shall be established for the Offering). The form will (a) state a whole percentage to be deducted from his Compensation (as defined in Section 11) per pay period, (b) authorize the purchase of Common Stock for him in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for him are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived his right to participate. Unless an employee files a new enrollment form or withdraws from the Plan, his deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he remains eligible.

Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.

5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%) of his Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by each participating employee for each Offering. No interest will accrue or be paid on payroll deductions.

6. DEDUCTION CHANGES. Except as may be determined by the Administrator in advance of an Offering, an employee may not increase or decrease his payroll deduction during any Offering, but may increase or decrease his payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established for the Offering). The Administrator may, in advance of any Offering, establish rules permitting an employee to increase, decrease or terminate his payroll deduction during an Offering.

7. WITHDRAWAL. An employee may withdraw from participation in the Plan by delivering a written notice of withdrawal to his appropriate payroll location. The employee’s withdrawal will be effective as of the next business day. Following an employee’s withdrawal, the Company will promptly refund to him his entire account balance under the Plan (after payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.

8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to each eligible employee who is then a participant in the Plan an option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, (a) a number of shares of Common Stock, which number shall not exceed the number of whole shares which is less than or equal to $12,500 divided by the closing price per share of Common Stock on the Offering Date, or (b) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering. The purchase price for each share purchased under each Option (the “Option Price”) will be 85% of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less.

Notwithstanding the foregoing, no employee may be granted an option hereunder if such employee, immediately after the option was granted, would be treated as owning stock, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. In addition, no employee may be granted an Option which permits his rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code.

9. EXERCISE OF OPTION AND PURCHASE OF SHARES. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his accumulated payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in an employee’s account at the end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in an employee’s account at the end of an Offering will be refunded to the employee promptly.

10. ISSUANCE OF CERTIFICATES. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, or their, nominee for such purpose.

11. DEFINITIONS.

The term “Compensation” means the amount of an employee’s base pay from the Company prior to any reduction for deferrals made under either Code Section 125 or 401(k), including commissions, but excluding overtime, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise of Company stock options, and similar extraordinary items.

The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) that has been designated by the Board to participate in the Plan. The Board may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders.

The term “Fair Market Value of the Common Stock” on any given date means the fair market value of the Common Stock determined in good faith by the Administrator; PROVIDED, HOWEVER, that if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“Nasdaq”), Nasdaq National System or national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.

The term “Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, other than on Forms S-4 or S-8 or their then equivalents, covering the offer and sale by the Company of its Common Stock.

The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.

The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.

12. RIGHTS ON TERMINATION OF EMPLOYMENT. If a participating employee’s employment terminates for any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the employee and the balance in his account will be paid to him or, in the case of his death, to his designated beneficiary as if he had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the corporation that employs him, having been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any corporation other than the Company or a Designated Subsidiary.

13. SPECIAL RULES. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code. Such special rules may include (by way of example, but not by way of limitation) the establishment of a method for employees of a given Designated Subsidiary to fund the purchase of shares other than by payroll deduction, if the payroll deduction method is prohibited by local law or is otherwise impracticable. Any special rules established pursuant to this Section 13 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other participants in the Plan.

14. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such employee a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to him.

15. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

16. APPLICATION OF FUNDS. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose.

17. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of a subdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock, the number of shares approved for the Plan, and the share limitation set forth in Section 8, shall be increased proportionately, and such other adjustments shall be made as may be deemed equitable by the Administrator. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable by the Administrator to give proper effect to such event.

18. AMENDMENT OF THE PLAN. The Board may at any time, and from time to time, amend the Plan in any respect, except that without the approval, within 12 months of such Board action, by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order for the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.

19. INSUFFICIENT SHARES. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase Common Stock on such Exercise Date.

20. TERMINATION OF THE PLAN. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of participating employees shall be promptly refunded.

21. GOVERNMENTAL REGULATIONS. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to obtaining all governmental approvals required in connection with the authorization, issuance, or sale of such stock.

The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.

22. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.

23. TAX WITHHOLDING. Participation in the Plan is subject to any minimum required tax withholding on income of the participant in connection with the Plan. Each employee agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the employee, including shares issuable under the Plan.

24. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.

25. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take effect on the first day of the Company’s Initial Public Offering, subject to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written consent of the stockholders.

DATE AMENDMENT NO. 1 TO PLAN APPROVED BY BOARD OF DIRECTORS: AUGUST 2, 2011.

DATE AMENDMENT NO. 2 TO PLAN APPROVED BY BOARD OF DIRECTORS: FEBRUARY 26, 2013.

DATE AMENDMENT NO. 2 TO PLAN APPROVED BY STOCKHOLDERS: MAY 23, 2013.

DATE AMENDMENT NO. 3 TO PLAN APPROVED BY BOARD OF DIRECTORS: MARCH 31, 2017.

DATE AMENDMENT NO. 3 TO PLAN APPROVED BY STOCKHOLDERS: MAY 18, 2017.

DATE AMENDMENT NO. 4 TO PLAN APPROVED BY BOARD OF DIRECTORS: FEBRUARY 26, 2019.

DATE AMENDMENT NO. 4 TO PLAN APPROVED BY STOCKHOLDERS: MAY 16, 2019.

DATE AMENDMENT NO. 5 TO PLAN APPROVED BY BOARD OF DIRECTORS: APRIL 3, 2022.

DATE AMENDMENT NO. 5 TO PLAN APPROVED BY STOCKHOLDERS: MAY 17, 2022.

A-4

Appendix B

AMENDMENT NO. 5 TO HARVARD BIOSCIENCE, INC. EMPLOYEE STOCK PURCHASE PLAN

This Amendment No. 5 to the Harvard Bioscience, Inc. Employee Stock Purchase Plan (the “Plan”) is effective as of May 17, 2022 (the “Effective Date”).

In accordance with Section 18 of the Plan, as approved by the stockholders of Harvard Bioscience, Inc. on the Effective Date, in order to increase the number of shares of common stock reserved for issuance under the Plan to One Million Nine Hundred Thousand (1,900,000), the Plan is hereby amended as follows, effective as of the Effective Date:

The reference to “One Million Four Hundred Thousand (1,400,000)” in the initial paragraph of the Plan is hereby deleted and replaced with “One Million Nine Hundred Thousand (1,900,000)”.

The following is added to the end of the Plan:

“DATE AMENDMENT NO. 5 TO PLAN APPROVED BY BOARD OF DIRECTORS: APRIL 3, 2022.

DATE AMENDMENT NO. 5 TO PLAN APPROVED BY STOCKHOLDERS: MAY 17, 2022.”

Except as expressly amended hereby, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Harvard Bioscience, Inc. has duly executed this amendment to be effective as the date first above written.

HARVARD BIOSCIENCE, INC.

By:
	Name:	Michael A. Rossi
	Title:	Chief Financial Officer

☐	~~Preliminary Proxy Statement~~

☐	~~Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~

☒	~~Definitive Proxy Statement~~

☐	~~Definitive Additional Materials~~

☐	~~Soliciting Material Pursuant to §240.14a-12~~Harvard Bioscience, Inc.

~~Payment of Filing Fee (Check the appropriate box)~~Payment of Filing Fee (Check all boxes that apply):

☒	~~No fee required.~~

☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials:~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount previously paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

	Sincerely,

	~~Jeffrey A. Duchemin~~

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

	By Order of the Board of Directors,

	~~Jeffrey A. Duchemin~~

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

Proxy Statement		1
Proposal 1 Election Of Directors		~~Page~~ 3
~~Proxy Statement~~		1
~~Proposal 1: Election of Directors~~		3
Information Regarding Directors		3 4
Information Regarding ~~the~~The Board ofOf Directors ~~and its~~And Its Committees		7 6
Code ofOf Business Conduct ~~and~~And Ethics		11
Report ~~of the~~Of The Audit Committee		11 12
Director Compensation		11 13
Information About Our Executive Officers	14
Compensation Discussion and Analysis		14 15
~~Executive And Director Compensation Process~~		21
~~Compensation Committee Report~~		21
~~Compensation Committee Interlocks and Insider Participation~~		21
2021 Summary Compensation Table		22 20
~~Grants of Plan-Based Awards- 2015~~		23
Outstanding Equity Awards atAt Fiscal ~~Year-End- 2015~~ Year-End—2021		25 21
~~Potential Payments Upon Termination or Change-in-Control~~		26
Security Ownership ofOf Certain Beneficial Owners ~~and~~And Management		29 24
Equity Compensation Plan Information		31 26
Transactions With Related Persons		31 26
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~ Reports		32 26
~~Expenses of Solicitation~~ Stockholder Communications With The Board Of Directors		32 26
~~Submission of Stockholder Proposals for the 2017 Annual Meeting~~		33
~~Submission of Securityholder Recommendations for Director Candidates~~		33
~~Stockholder Communications with the Board of Directors~~		34
Independent Registered Public Accounting Firm		34 27
Proposal 2:2 Ratification ofOf Appointment ofOf Independent Registered Public Accounting Firm		35 27
Proposal 3:3 Approval ~~by a non-binding advisory vote, of the compensation of~~Of An Amendment Of The Harvard Bioscience, Inc.~~’s named executive officers~~ Employee Stock Purchase Plan		35 28
Proposal 4 Advisory Vote On The Compensation Of Our Named Executive Officers	30
Submission Of Stockholder Proposals For The 2023 Annual Meeting	31
Multiple Stockholders Sharing ~~the~~The Same Address		36 31
Other Matters		36 32

Name	Age	Position with the Company	Director Since
Class I Directors—Term expires 2016; Nominated to Serve a Term Expiring 2019
James W. Green (2)*	58	Director		2015
Bertrand Loy(3)*	50	Director		2014

Class I Director—Term expires 2016
Neal J. Harte(1)(3)	72	Director		2004

Class II Directors—Term expires 2017
David Green	51	Director		1996
John F. Kennedy(1)(2)	67	Director		2000

Class III Directors—Term expires 2018
Jeffrey A. Duchemin	50	Chief Executive Officer and Director		2013
Earl R. Lewis (2)(3)	72	Chairman		2000
George Uveges (1)	68	Director		2006

Name	Age	Principal Occupation	Director Since
Class I Directors—Term expires 2022; Nominated to Serve a Term Expiring 2025
James W. Green	63	President, Chief Executive Officer and Chairman of the Board of Directors of the Company	2015
Bertrand Loy (CC)(GC)	56	President, CEO and a Director of Entegris, Inc., Lead Independent Director of the Board of the Directors of the Company	2014
Class II Directors—Term expires 2023
Thomas W. Loewald (CC)(AC)(GC)	59	President and CEO of Cambrex	2017
Katherine A. Eade (AC)(GC)	48	General Counsel of Checkmate Pharmaceuticals, Inc.	2017
Class III Director—Term expires 2024
Alan Edrick (AC)(CC)	54	Executive Vice President and Chief Financial Officer of OSI Systems, Inc.	2019

Total Number of Directors				5
Part I. Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	4	-	-
Part II. Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	4	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-

Role	Annual Retainer Value
Non-employee Director	$	45,000
Lead Independent Director	$	35,000
Audit Committee chair	$	17,500
Audit Committee member	$	10,000
Compensation Committee chair	$	7,000
Compensation Committee member	$	7,000
Governance Committee chair	$	5,000
Governance Committee member	$	5,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)(2)		Option Awards ($) (3)		Total ($)
Katherine A. Eade		—		164,152		—		164,152
Alan Edrick		4,336		172,216		—		176,552
John F. Kennedy		—		19,247		—		19,247
Thomas W. Loewald		6,194		168,184		—		174,378
Bertrand Loy		—		191,368		—		191,368
Susan Steele		—		15,782		—		15,782

	Fees
	Earned or
	Paid in		Option		Restricted Stock
Name (1)	Cash		Awards (2), (3)		Awards (4)		Total

Robert Dishman	$	11,375	$	-	$	80,008	$	91,383
David Green		35,000		-		80,064		115,064
James Green		27,175		120,000		80,064		227,239
Neal J. Harte		51,450		-		80,064		131,514
John F. Kennedy		62,000		-		80,064		142,064
Earl R. Lewis		86,000		-		80,064		166,064
Bertrand Loy		45,589		-		80,064		125,653
George Uveges		62,000		-		80,064		142,064

Name	Age	Position
James W. Green	63	President, Chief Executive Officer and Chairman of the Board of Directors
Michael Rossi	48	Chief Financial Officer
Kenneth Olson	60	Chief Operating Officer

	Stock Option Awards (#) (1)		Time Based RSUs (2)	Market Condition RSUs (3)

Jeffrey A. Duchemin		130,000	68,900	71,748
Robert E. Gagnon		50,000	26,500	28,117
Yong Sun		32,500	17,225	14,058
Yoav Sibony		19,500	10,335	11,247
		232,000	122,960	125,170

	~~Relative TSR Percentile Rank~~		~~Percentage of Target Number that Vests~~
	34^th ~~percentile or lower~~		0%
	35^th ~~percentile~~		~~50%~~
	36^th ~~to 59~~^th ~~percentile~~		~~50%, plus for each 1 percentile above 35~~^th ~~percentile, 2% of the Target Number will vest.~~
	60^th ~~percentile~~		~~100%~~
	61^st ~~to 84~~^th ~~percentile~~		~~100%, plus for each 1 percentile above 60~~^th ~~percentile, 2% of the Target Number will vest.~~

Champions Oncology, Inc.	OraSure Technologies, Inc.
Electromed, Inc.	Pro-Dex, Inc.
Enzo Biochem, Inc.	Quanterix Corporation
Fluidigm Corporation	Surgalign Holdings, Inc.
GenMark Diagnostics, Inc.	Surmodics, Inc.
IRIDEX Corporation	T2 Biosystems, Inc.
LeMaitre Vascular, Inc.	Transcat, Inc.
Meridian Bioscience, Inc.	UFP Technologies, Inc.

Current Executive Officers	2021 Base Salary	Increase over 2020
James Green	$573,710	0%
Michael Rossi	$340,000	0%
Kenneth Olson	$290,000	0%

Metric	Weighting	Rationale for Metric
Revenue Growth	50%	Strategic goal to return the Company to organic growth
Adjusted Operating Income (1)	50%	Achievement of Adjusted Operating Income targets designed to significantly improve the core profitability of the business and invest in products and revenue growth activities.

Name	Time-Based RSUs (1)	Performance-Based RSUs (2)
James W. Green	194,698	186,674
Michael A. Rossi	38,462	36,876
Kenneth Olson	32,805	31,453
	265,965	255,003

Relative TSR Percentile Rank	Performance Factor
Below 25th percentile	0%
25th to 50th percentile	50%, plus an additional 1.923% for each whole percentile above 25th percentile
51st to 74th percentile	100%, plus an additional 2.083% for each whole percentile above 51^st percentile
75th percentile or higher	150%

Name and Principal Position	Year		Salary ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)			Total ($)
James W. Green		2021		573,710		1,721,140		—		390,123		52,481	(3)		2,737,454
President and Chief Executive Officer		2020		573,710		1,223,771		573,710		215,304		33,958			2,620,453
Michael A. Rossi		2021		340,000		340,000		—		115,600		23,150	(4)		818,750
Chief Financial Officer		2020		340,000		241,752		113,333		63,798		19,278			778,161
Kenneth Olson (5)		2021		290,000		290,000		—		98,600		25,711	(6)		704,311
Chief Operating Officer		2020		285,263		206,196		96,667		54,416		186,540			829,082

	Year	Salary ($)		Bonus ($)		Option Awards ($)(1)		Time Based RSUs($)		Market Condition RSUs ($)		All Other Compensation ($)			Total ($)
Name and Principal Position

Jeffrey A. Duchemin	2015	$	489,667	$	-	$	273,000	$	383,084	$	345,108	$	26,509	(2)	$	1,517,368
President and Chief
Executive Officer	2014		370,417		300,000		663,000		-		-		29,009	(3)		1,362,426

	2013		121,781		150,000		1,111,850		-		-		5,346	(4)		1,388,977

Robert E. Gagnon	2015	$	321,333	$	-	$	105,000	$	147,340	$	135,243	$	13,656	(5)	$	722,572
Chief Financial Officer
and Treasurer	2014		295,250		75,000		221,000		-		-		16,169	(6)		607,419

	2013		54,822		-		333,555		-		-		-			388,377

Yong Sun	2015	$	240,000	$	-	$	68,250	$	95,771	$	67,619	$	9,699	(7)	$	481,339
Vice President
Commercial Operations	2014		229,083		31,000		77,350		-		-		10,592	(8)		348,025

	2013		39,452		25,000		222,370		-		-		-			286,822

Yoav Sibony	2015	$	165,500	$	-	$	40,950	$	57,463	$	54,098	$	13,452	(9)	$	331,463
Former Vice President
Global Sales	2014		185,500		25,000		77,350		-		-		16,284	(10)		304,134

	2013		34,041		-		111,185		-		-		-			145,226

~~(4)~~	Includes $4,000 for personal usage of Company leased automobile (as calculated in accordance with Internal Revenue Service guidelines and included as compensation on the W-2) and $1,346 in matching contributions made by the Company to Mr. Duchemin’s tax-qualified 401(k) Savings Plan account.
~~(5)~~	~~Includes $12,987 in matching contributions made by the Company to Mr. Gagnon’s tax-qualified 401(k) Savings Plan account and $669 representing life insurance purchased for Mr. Gagnon’s benefit.~~
~~(6)~~	Includes $13,000 in matching contributions made by the Company to Mr. Gagnon’s tax-qualified 401(k) Savings Plan account, $2,500 representing financial planning services purchased for Mr. Gagnon’s benefit and $669 representing life insurance purchased for Mr. Gagnon’s benefit.
~~(7)~~	~~Includes $9,699 in matching contributions made by the Company to Mr. Sun’s tax-qualified 401(k) Savings Plan account.~~
~~(8)~~	~~Includes $10,592 in matching contributions made by the Company to Mr. Sun’s tax-qualified 401(k) Savings Plan account.~~
~~(9)~~	Includes $5,000 for personal usage of Company leased automobile (as calculated in accordance with Internal Revenue Service guidelines and included as compensation on the W-2) and $8,452 in matching contributions made by the Company to Mr. Sibony’s tax-qualified 401(k) Savings Plan account.
~~(10)~~	Includes $7,500 for personal usage of Company leased automobile (as calculated in accordance with Internal Revenue Service guidelines and included as compensation on the W-2) and $8,784 in matching contributions made by the Company to Mr. Sibony’sOlson’s tax-qualified 401(k) Savings Plan account.

Name		Grant Date	Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards (2)				All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		All Other Option Awards: Number of Securities Underlying Options (#) (5)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($) (4)(6)
	Award Type		Target ($)		Maximum ($)		Target (#)		Maximum (#)
Jeffrey A. Duchemin	Market Condition RSU	8/3/2015	$	345,108	$	517,662		71,748		107,622	$	-	$	-	$	-	$	345,108
	Time Based RSU	6/4/2015										68,900		-		-		383,084
	Option Awards	6/4/2015										-		130,000		5.56		273,000

Robert E. Gagnon	Market Condition RSU	8/3/2015	$	135,243	$	202,865		28,117		42,176	$	-	$	-	$	-	$	135,243
	Time Based RSU	6/4/2015										26,500		-		-		147,340
	Option Awards	6/4/2015										-		50,000		5.56		105,000

Yong Sun	Market Condition RSU	8/3/2015	$	67,619	$	101,429		14,058		21,087	$	-	$	-	$	-	$	67,619
	Time Based RSU	6/4/2015										17,225		-		-		95,771
	Option Awards	6/4/2015										-		32,500		5.56		68,250

Yoav Sibony	Market Condition RSU	8/3/2015	$	54,098	$	81,147		11,247		16,871	$	-	$	-	$	-	$	54,098
	Time Based RSU	6/4/2015										10,335		-		-		57,463
	Option Awards	6/4/2015										-		19,500		5.56		40,950

~~(2)~~	The fair value of the Market Condition RSU's is based on the aggregate grant date fair value computed in accordance with the provisions of FASB ASC 718, “Compensation—Stock Compensation”, excluding the impact of estimated forfeitures. Assumptions used in the calculation of this amount are set forth in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 29, 2016.
~~(3)~~	These restricted stock units were granted on June 4, 2015 and vest in four equal installments on each of the first four anniversaries of January 1, 2015. The vesting of all restricted stock units is subject to the executive’s continued employment with the Company, and is also subject, in some instances, to acceleration in connection with certain termination events and a change-in-control as described in “Potential Payments Upon Termination or Change-in-Control.”
~~(4)~~	The fair value of the RSU’s are based on the closing market price of the Company’s stock on the date of the grant multiplied by the total number of the RSU’s granted to each of the named executive officers of the Company.
~~(5)~~	These stock option awards were granted on June 4, 2015 and vest in four equal installments on each of the first four anniversaries of January 1, 2015 and have a term of ten years from the date of grant. The vesting of all stock options is subject to the executive’s continued employment with the Company, and is alsosubject, in some instances, to acceleration in connection with certain termination events and achange-in-control as described in “Potential Payments Upon Termination or Change-in-Control.
~~(6)~~	The fair value of the stock option awards is based on the aggregate grant date fair value computed inaccordance with the provisions of FASB ASC 718, “Compensation—StockCompensation”, excluding the impact of estimated forfeitures. Assumptions used in the calculationof this amount are set forth in Note 19 to the Company’s audited financial statements for the fiscalyear ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed withthe Securities and Exchange Commission on April 29, 2016.

	Option Awards (7)								Time Based Restricted Stock Units (7)			Market Condition Restricted Stock Units (7)
	Number of		Number of						Number of			Number of
	Securities		Securities						Securities			Securities
	Underlying		Underlying						Underlying			Underlying
	Unexercised		Unexercised			Option		Option	Unexercised			Unexercised
	Options (#)		Options (#)			Exercise		Expiration	Time Based			Market Condition
	Exercisable		Unexercisable			Price ($)		Date	RSUs			RSUs

Jeffrey A. Duchemin		-		130,000	(1)	$	5.56	6/4/2025		68,900	(5)		71,748	(6)
		75,000		225,000	(2)	$	4.12	5/30/2024		-			-
		-		500,000	(3)	$	4.31	11/18/2023		-			-
		75,000		855,000						68,900			71,748

Robert E. Gagnon		-		50,000	(1)	$	5.56	6/4/2025		26,500	(5)		28,117	(6)
		25,000		75,000	(2)	$	4.12	5/30/2024		-			-
		75,000		75,000	(4)	$	4.31	11/18/2023		-			-
		100,000		200,000						26,500			28,117

Yong Sun		-		32,500	(1)	$	5.56	6/4/2025		17,225	(5)		14,058	(6)
		8,750		26,250	(2)	$	4.12	5/30/2024		-			-
		50,000		50,000	(4)	$	4.31	11/18/2023		-			-
		58,750		108,750						17,225			14,058

Yoav Sibony		-		-	(8)					-	(8)		-	(8)
		-		-						-			-
		-		-						-			-
		-		-						-			-

	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
James W. Green	60,000	—	5.27	5/5/2025	209,180 (2)	1,474,719	186,674 (3)	1,316,052
	117,563	235,127 (4)	2.63	6/11/2030	109,070 (5)	768,944
					129,799 (6)	915,083
					218,140 (7)	1,537,887
					209,179 (8)	1,474,712
Michael A. Rossi	55,920	55,922 (9)	1.78	7/18/2029	21,545 (5)	151,892	36,876 (3)	259,976
	46,448	46,448 (4)	2.63	6/11/2030	25,641 (6)	180,769
					23,877 (10)	168,333
					43,092 (11)	303,799
Kenneth Olson	18,518	18,519 (12)	2.95	11/1/2029	18,378 (5)	129,565	31,453 (3)	221,744
	39,618	39,617 (4)	2.63	6/11/2030	21,870 (6)	154,184
					36,756 (13)	259,130
					5,029 (14)	35,454

~~(4)~~	~~The option was~~(7)	These RSUs were granted on ~~November 18, 2013~~June 11, 2020 with performance-based vesting conditions linked to the achievement of a relative total shareholder return of the Common Stock from June 11, 2020 to June 11, 2021 (measured relative to the Nasdaq Biotechnology index and ~~assuming~~based on the 20-day trading average price before each such date). The maximum number of RSUs was earned on June 11, 2021 and an additional 109,070 shares were added to the award. Assuming continued employment with the Company, the unvested shares ~~become exercisable in equal installments on November 18 of each of 2016 and 2017.~~
~~(5)~~	~~The Time Based restricted stock units were granted on June 4, 2015 and, assuming continued employment with the Company, the unvested shares~~will vest in equal installments on ~~January 1 of~~ each of ~~2016, 2017, 2018~~June 11, 2022 and ~~2019.~~ June 11, 2023.

~~(6)~~	~~The Market Condition restricted stock units~~(8)	These performance-based RSUs were granted on ~~August 3, 2015. The~~July 8, 2019 subject to relative TSR vesting ~~of these Market Condition RSU's is cliff-based and~~conditions linked to the achievement of a relative total shareholder return of the Company’s ~~common stock~~Common Stock from ~~August 3, 2015~~July 8, 2019 to ~~the earlier of (i) August 3, 2018 or (ii) upon a change of control~~July 8, 2020 (measured relative to the ~~Russell 3000~~Nasdaq Biotechnology index and based on the 20-day trading average price before each such date).
~~(7)~~	The ~~vesting~~maximum number of ~~these options~~RSUs was earned on July 8, 2020 and ~~awards is also subject, in some instances,~~an additional 209,179 shares were added to ~~acceleration in connectionwith certain termination events and a change-in-control as described in “Potential Payments UponTermination or “Change-in-Control.”~~
~~(8)~~	~~Mr. Sibony resigned in October 2015 and did not have outstanding equity awards at December 31, 2015.~~ the award. The unvested shares will vest on July 8, 2022

	Termination Without Cause		Termination		Termination		Termination After
	or For		Upon		Upon		Change-in-		Change-in-
Executive Benefits and Payments Upon Separation	Good Reason		Death		Disability		Control (1)		Control

Cash Severance (2)	$	469,000	$	-	$	-	$	703,500	$	-
Vesting of Stock Options (3)		-		-		-		-		-
Vesting of Restricted Stock Units (4)		119,542		239,083		239,083		239,083		239,083
Health Care Benefits (5)		12,232		12,232		12,232		12,232		-
Total		600,774		251,315		251,315		954,815		239,083

~~(1)~~	This column assumes a change-in-control occurs on December 31, 2015 followed immediately thereafter by a termination of the executive’s employment on the same date by us without cause or by the executive for good reason.
~~(2)~~	~~Includes bonus amounts attributable to fiscal 2015 pursuant to the terms of Mr. Duchemin’s employment agreement.~~
~~(3)~~	Based on the difference between the exercise price of unvested stock options that accelerate upon the relevant event and the closing price of our Common Stock on the NASDAQ Global Market on December 31, 2015, which was $3.47.
~~(4)~~	~~Value pertains entirely to time-based RSUs, as no portion of the market condition RSUs would have vested in connection with any such termination events or change-in-control as of December 31, 2015.~~
~~(5)~~	~~Reflects the amount of future premiums, which would be paid on behalf of the named executive officer under our health and dental plans, based on the premiums in effect as of December 31, 2015.~~

Executive Benefits and Payments Upon Separation	Termination Without Cause or For Good Reason		Termination Upon Death		Termination Upon Disability		Termination After Change-in- Control (1)		Change-in- Control

Cash Severance (2)	$	313,000	$	-	$	-	$	313,000	$	-
Vesting of Stock Options (3)		-		-		-		-		-
Vesting of Restricted Stock Units (4)		22,989		91,955		91,955		91,955		91,955
Health Care Benefits (5)		12,232		12,232		12,232		12,232		-
Total		348,221		104,187		104,187		417,187		91,955

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner (1)	Shares	Percent (2)
Greater than 5% Holders
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	3,063,190	7.4%	(3)
Chane Graziano 23610 Peppermill Court Bonita Springs, FL 34134	2,546,107	6.2%	(4)
Portolan Capital Management, LLC 2 International Place, FL 26 Boston, MA 02110	2,538,799	6.2%	(5)
Punch & Associates Investment Management, Inc. 7701 France Ave. So., Suite 300 Edina, MN 55435	2,166,775	5.3%	(6)

Non-Employee Directors
Bertrand Loy	416,482	1.0%	(7)
Katherine A. Eade	289,041	*	(8)
Thomas W. Loewald	273,226	*	(8)
Alan Edrick	202,093	*	(9)

Named Executive Officers
James Green	1,197,664	2.9%	(10)
Michael A. Rossi	175,432	*	(11)
Kenneth Olson	104,723	*	(12)
All Executive Officers and Directors, as a group (6 persons)	2,553,938	6.2%	(13)

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants, And Rights		Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))
		(a)		(b)		(c)
Equity compensation plans approved by security holders (1)		3,406,135	$	3.10		4,246,710 (2)
Equity compensation plans not approved by security holders		—		—		—
Total		3,406,135				4,246,710

	2021		2020
Audit Fees (1)	$	1,027,304	$	1,026,037
Audit-Related Fees		—		—
Tax Fees (2)		7,218		34,353
Other		—		—
Total Fees	$	1,034,522	$	1,060,390

Total Shares Authorized to Date Under ESPP	1,400,000
Shares Issued Through December 31, 2021 Under ESPP	1,303,166
Estimated Shares Available Under the ESPP as of December 31, 2021 (a)	96,834
Additional Shares Requested Under this Amendment (b)	500,000
Common Stock Outstanding as of the Record Date (c)	41,241,449
ESPP Shares as a Percentage of Common Stock Outstanding (a+b)/c	1.4	%