Harvard Bioscience Inc

This proposal requests an annual, non-binding advisory vote (a ‘say-on-pay’) to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to obtain stockholder feedback on its executive compensation policies and practices. The Compensation Committee describes a program that emphasizes pay-for-performance, tying a significant portion of executive pay to long-term equity awards (time-based and market/ performance-based RSUs), and includes annual cash incentive opportunities, base salary, and benefits. The Company also highlights governance features such as double-trigger change-in-control vesting, clawback policies, insider trading/anti-hedging rules, executive stock ownership guidelines, and use of an independent compensation consultant. The vote is advisory and non-binding, but the Board commits to consider the outcome when setting future compensation. The context includes recent leadership changes (a new CEO appointed in 2025) and equity awards that were structured to align executive incentives with shareholder returns; the Compensation Committee notes that certain 2025 market-condition RSUs did not vest due to performance outcomes. A vote in favor signals support for the Board’s approach to align management incentives with long-term stockholder value and to retain and recruit executive talent; a vote against would signal stockholder dissatisfaction that could prompt the Committee to revise executive pay policies. The Board recommends a vote FOR to affirm the alignment and retention rationale while noting the advisory nature of the vote.

This proposal asks shareholders to approve a board-sponsored amendment to the Company’s tax-qualified Employee Stock Purchase Plan to increase the ESPP share reserve by 120,000 shares (from 190,000 to 310,000). Management frames the request as a retention and compensation competitiveness measure: the ESPP allows employees to buy stock at 85% of the lower of the offering-period opening or closing price, and the plan is nearly exhausted (189,997 shares issued through December 31, 2025, leaving only 3 shares available). Approving the amendment supplies additional shares to fund future ESPP offerings, sustaining an inexpensive, broad-based equity benefit that supports employee ownership and alignment with shareholders. The company discloses the incremental dilution (ESPP shares as a percentage of outstanding common shares calculated in the proxy) and explains participant limits (10% payroll withholding; $25,000 annual purchase limit). The Board recommends FOR because it views the ESPP as a market-competitive benefit that aids employee retention and engagement; however, the increase will dilute existing shareholders modestly. The vote is a straightforward, plan-amendment request requiring a majority of votes cast; if approved, Annex A contains the formal amendment language implementing the reserve increase. Investors evaluating the proposal should weigh the dilution (roughly 2.59% when aggregated with existing and requested shares per the proxy table) against the programmatic benefits of broad-based employee ownership and the near-term reality that the plan was essentially fully subscribed as of year-end.

This proposal asks shareholders to approve a board-adopted amendment and restatement of the company’s 2021 Incentive Plan to add 400,000 shares to the plan reserve, increasing available shares for grants to a total of 1,012,300 shares plus Carryover Shares. Management presents equity awards as the Company’s primary long-term incentive tool to align employee and director interests with shareholders and to recruit and retain talent. The proxy discloses plan design features intended to moderate dilution and protect shareholders, including a one-year minimum vesting rule (with limited exceptions), limits on repricing and liberal recycling, a $500,000 annual limit on total compensation to non-employee directors, no payment of dividends on unvested awards, performance-based award provisions, and clawback/recoupment policies. The company provides burn-rate and outstanding-share information (including 2025 annual burn rate and available share counts) and expects the requested reserve to provide roughly one to two years of runway for awards based on current usage assumptions; the Compensation Committee notes this depends on hiring and grant practices. If shareholders do not approve the increase, management says it would need to rely more on non-equity compensation, which could be more cash-intensive and potentially less aligned to long-term shareholder value. Investors should weigh prospective dilution against the operational need for equity to motivate executives and the plan’s governance protections; the Board recommends a vote FOR to maintain the company’s ability to grant competitive equity incentives.