HBIO Harvard Bioscience Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2023, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing the appointment of Jennifer Cote as the Company’s Chief Financial Officer and Treasurer effective as of June 19, 2023. Ms. Cote previously served as the Company’s Interim Chief Financial Officer and Treasurer. Ms. Cote will continue to serve as the Company’s principal financial officer and principal accounting officer.

Ms. Cote, age 52, joined the Company as its Vice President of Global Finance in May 2022 and has served as the Company’s Interim Chief Financial Officer and Treasurer since January 2023. Prior to joining the Company, Ms. Cote held various financial, strategy, and operating roles of increasing responsibility at Bose Corporation, a leading supplier of speakers, headphones, electronics and other related products for the consumer audio, automotive, health, and professional audio market from 1999 to March 2022. She served as Bose’s Head of Global Business Services – Strategy Enablement and Finance Services from September 2019 to March 2022 and Global Service Owner for Finance Services from December 2016 to September 2019. Ms. Cote’s previous roles at Bose included Head of Finance for Bose’s Headphones Business Unit and Head of Global Business Operations and Head of Finance for its Professional Systems Division. Earlier in her career, Ms. Cote held various positions of increasing responsibility, including Audit Manager, at Arthur Andersen LLP. A Certified Public Accountant and Chartered Global Management Accountant, Ms. Cote holds a Bachelor of Science in Accountancy from Villanova University.

In connection with her appointment, Ms. Cote and the Company entered into an employment agreement (the “Agreement”) dated June 19, 2023 (the “Commencement Date”). The Agreement provides for a one-year term, which 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 other that it does not wish to extend the Agreement. Beginning on the Commencement Date, Ms. Cote will receive an annualized base salary (the “Base Salary”) of $300,000. Beginning with fiscal year 2024, Ms. Cote will be eligible to receive annual target cash incentive compensation (the “Annual Bonus”) of fifty percent (50%) of her Base Salary. Also beginning with fiscal year 2024, Ms. Cote will be eligible to receive annual long-term incentive equity awards upon terms and conditions established by the Company’s Board of Directors or a Committee thereof. Ms. Cote’s existing annual bonus awards for 2023 and existing equity awards will remain in effect according to their existing terms and are not affected by the Agreement.

If Ms. Cote terminates her employment for good reason or if her employment is terminated by the Company without cause (as such terms are defined in the Agreement), the Company will pay Ms. Cote an amount equal to twelve (12) months of her Base Salary rate at date of termination, to be paid over a period of one (1) year, a pro-rata portion of her Annual Bonus for the year of termination to be paid no later than March 15 of the following year, and a cash lump sum equal to the value of her COBRA premiums for a period of one year following the date of termination. Upon the date of termination, all unvested equity incentive awards shall be treated based on the terms of the underlying stock award agreements and the Company’s 2021 Incentive Plan, as may be amended from time to time (the “2021 Incentive Plan”). If Ms. Cote terminates her employment for good reason or if her employment is terminated by the Company without cause in connection with a change-in-control, the Company will pay Ms. Cote a cash lump sum equal to twelve (12) months of the her Base Salary rate at the first event constituting a change in control and a cash lump sum equal to the value of her COBRA premiums for a period of one year following the date of termination. Upon the date of termination, all unvested equity incentive awards shall be treated based on the terms of the underlying stock award agreements and the 2021 Incentive Plan. Receipt of the foregoing termination benefits will be subject to Ms. Cote’s execution of a separation agreement, including certain restrictive covenants and a general release of all claims.

There are no arrangements or understandings between Ms. Cote and any other person pursuant to which Ms. Cote was selected as the Company’s Chief Financial Officer and Treasurer. There are no family relationships between Ms. Cote and any director or executive officer of the Company, and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the principal terms of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.