Harvard Bioscience (NASDAQ: HBIO) extends CEO deal and confirms CFO
Rhea-AI Filing Summary
Harvard Bioscience, Inc. updated executive leadership arrangements by entering into amended and restated employment agreements with Chief Executive Officer John Duke and newly appointed Chief Financial Officer and Treasurer Mark Frost, effective March 6, 2026.
Mr. Duke’s agreement runs through July 16, 2027 with automatic two-year extensions and provides a $515,000 annual base salary, an eligibility for up to 80% of base salary in annual cash incentives, and a one-time $100,000 cash bonus tied to successful refinancing of the company’s credit facility in lieu of his 2025 annual bonus. For 2026, his target equity grant is anticipated to be 75,000 restricted stock units after the previously announced 1:10 reverse stock split effective March 13, 2026.
Mr. Frost’s agreement runs until April 10, 2027 with automatic two-year extensions and provides a $375,000 annual base salary and eligibility for up to 60% of base salary in annual cash incentives. For 2026, his target equity grant is anticipated to be 30,000 restricted stock units post-split. Both agreements include severance pay and accelerated vesting benefits for specified termination events, including certain terminations without cause, for good reason, or in connection with a change in control, along with standard accrued compensation items.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensatory Arrangements – John Duke
On March 6, 2026, Harvard Bioscience, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Duke Employment Agreement”) with John Duke, the Company’s Chief Executive Officer. The Duke Employment Agreement supersedes and replaces that certain employment agreement entered into with Mr. Duke on July 16, 2025.
The Duke Employment Agreement provides that Mr. Duke will receive an annual base salary of $515,000, subject to annual review beginning in 2027. The term of the Duke Employment Agreement is extended until July 16, 2027, and it shall automatically be extended for two additional years following the end of the term then in effect, subject to terms in the Duke Employment Agreement. In lieu of the annual bonus for fiscal year 2025, Mr. Duke will be eligible to be paid a cash bonus in the gross amount of $100,000, less applicable deductions and withholdings, based on the successful refinancing of the Company’s credit facility.
Mr. Duke will also be eligible to receive annual cash incentive compensation of up to 80% of his base salary, payable upon meeting objectives as determined by the Board or a committee thereof, from time to time in their sole discretion. In fiscal year 2026, Mr. Duke shall be eligible to receive annual equity grants, in the sole discretion of the Board or a committee thereof. For 2026, the target equity grant is anticipated to be 75,000 restricted stock units, post the 1:10 reverse stock split of the Company’s common stock which, as previously announced, shall take effect on March 13, 2026 (the “Reverse Stock Split”).
The Duke Employment Agreement also requires the Company to provide certain payments and benefits in the event of a termination of Mr. Duke’s employment. Such benefits include, without limitation, accrued and unpaid base salary to the date of termination, accrued and unused vacation, and in certain circumstances, target bonus amounts and other compensation earned for periods ended prior to the termination event. Severance and acceleration of vesting benefits are provided for certain termination events, including termination by the Company without cause, termination by Mr. Duke for good reason and termination in connection with a change-in-control, which are each defined in the Duke Employment Agreement. In some instances, Mr. Duke’s receipt of such payments and other benefits in connection with such a termination is subject to Mr. Duke signing a general release of claims, as provided in the Duke Employment Agreement.
Appointment of Chief Financial Officer – Mark Frost
Effective March 6, 2026, the Board of Directors of the Company appointed Mark Frost to serve as Chief Financial Officer and Treasurer of the Company. Mr. Frost served as the Company’s Interim Financial Officer and Treasurer from April 10, 2025, to March 6, 2026.
Compensatory Arrangements – Mark Frost
In connection with the appointment of Mr. Frost as the Company’s Chief Financial Officer, the Company and Mr. Frost entered into an Amended and Restated Employment Agreement (the “Frost Employment Agreement”) dated March 6, 2026. The Frost Employment Agreement supersedes and replaces that certain letter agreement dated April 10, 2025.
The Frost Employment Agreement provides that Mr. Frost will receive an annual base salary of $375,000, subject to annual review beginning in 2027. The term of the Frost Employment Agreement will be until April 10, 2027, and it shall automatically be extended for two additional years following the end of the term then in effect, subject to terms in the Frost Employment Agreement.
Mr. Frost will also be eligible to receive annual cash incentive compensation of up to 60% of his base salary, payable upon meeting objectives as determined by the Board or a committee thereof, from time to time in their sole discretion. In fiscal year 2026, Mr. Frost shall be eligible to receive annual equity grants, in the sole discretion of the Board or a committee thereof. For 2026, the target equity grant is anticipated to be 30,000 restricted stock units, post the Reverse Stock Split.
The Frost Employment Agreement also requires the Company to provide certain payments and benefits in the event of a termination of Mr. Frost’s employment. Such benefits include, without limitation, accrued and unpaid base salary to the date of termination, accrued and unused vacation, and in certain circumstances, target bonus amounts and other compensation earned for periods ended prior to the termination event. Severance and acceleration of vesting benefits are provided for certain termination events, including termination by the Company without cause, termination by Mr. Frost for good reason and termination in connection with a change-in-control, which are each defined in the Frost Employment Agreement. In some instances, Mr. Frost’s receipt of such payments and other benefits in connection with such a termination is subject to Mr. Frost signing a general release of claims, as provided in the Frost Employment Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT NUMBER | EXHIBIT DESCRIPTION | |
| 10.1 | Amended and Restated Employment Agreement John Duke and the Company dated March 6, 2026 | |
| 10.2 | Amended and Restated Employment Agreement Mark Frost and the Company dated March 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARVARD BIOSCIENCE, INC. | ||
| Date: March 10, 2026 | By: | /s/ Mark Frost |
| Mark Frost | ||
| Chief Financial Officer | ||
FAQ
What changes did Harvard Bioscience (HBIO) make to its CEO John Duke’s compensation?
Harvard Bioscience set CEO John Duke’s annual base salary at $515,000 and extended his employment agreement through July 16, 2027 with automatic two-year renewals. He can earn up to 80% of salary in annual incentives and has a special $100,000 refinancing bonus for 2025.
How is Harvard Bioscience CFO Mark Frost compensated under his new agreement?
Mark Frost’s amended agreement provides a $375,000 annual base salary and runs until April 10, 2027 with automatic two-year extensions. He is eligible for annual cash incentives up to 60% of salary and for 2026 a target grant of 30,000 restricted stock units post-split.
What equity grants are planned for Harvard Bioscience executives after the reverse stock split?
For 2026, Harvard Bioscience anticipates granting CEO John Duke 75,000 restricted stock units and CFO Mark Frost 30,000 restricted stock units, both calculated after the company’s previously announced 1:10 reverse stock split of its common stock effective March 13, 2026.
What bonus opportunities do John Duke and Mark Frost have at Harvard Bioscience (HBIO)?
John Duke can earn annual cash incentives up to 80% of his base salary plus a one-time $100,000 bonus for successful credit facility refinancing. Mark Frost can earn annual cash incentives up to 60% of his base salary, based on objectives set by the board.
What severance protections are included in the new Harvard Bioscience executive contracts?
Both employment agreements provide severance pay and accelerated vesting of equity for certain termination events, including termination without cause, resignation for good reason, and termination in connection with a change in control. Executives also receive accrued salary, unused vacation, and in some cases target bonus amounts.
When did Mark Frost become Chief Financial Officer of Harvard Bioscience (HBIO)?
Mark Frost was appointed Chief Financial Officer and Treasurer of Harvard Bioscience effective March 6, 2026. Before this appointment, he served as the company’s Interim Financial Officer and Treasurer from April 10, 2025 until March 6, 2026.
Filing Exhibits & Attachments
5 documentsAgreements & Contracts
