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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Harvard Bioscience Inc. 10-K 12/31/23 113:9.7M Globenewswire Inc./FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.71M
2: EX-21.1 Subsidiaries List HTML 31K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 38K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
14: R1 Document And Entity Information HTML 100K
15: R2 Consolidated Balance Sheets HTML 137K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 43K
17: R4 Consolidated Statements of Operations HTML 102K
18: R5 Consolidated Statements of Comprehensive Loss HTML 60K
19: R6 Consolidated Statements of Comprehensive Loss HTML 33K
(Parentheticals)
20: R7 Consolidated Statements of Stockholders' Equity HTML 89K
21: R8 Consolidated Statements of Cash Flows HTML 120K
22: R9 Insider Trading Arrangements HTML 49K
23: R10 Note 1 - Organization HTML 34K
24: R11 Note 2 - Summary of Significant Accounting HTML 113K
Policies
25: R12 Note 3 - Accumulated Other Comprehensive Loss HTML 52K
26: R13 Note 4 - Goodwill and Intangible Assets HTML 78K
27: R14 Note 5 - Balance Sheet Information HTML 73K
28: R15 Note 6 - Restructuring and Other Exit Costs HTML 58K
29: R16 Note 7 - Employee Benefit Plans HTML 111K
30: R17 Note 8 - Leases HTML 68K
31: R18 Note 9 - Long-term Debt HTML 56K
32: R19 Note 10 - Derivatives HTML 43K
33: R20 Note 11 - Fair Value Measurements HTML 43K
34: R21 Note 12 - Stock-Based Compensation HTML 100K
35: R22 Note 13 - Revenues HTML 92K
36: R23 Note 14 - Income Tax HTML 130K
37: R24 Note 15 - Commitments and Contingent Liabilities HTML 37K
38: R25 Note 16 - Litigation Settlement HTML 35K
39: R26 Note 17 - Product Line Disposition HTML 34K
40: R27 Note 18 - Government Assistance HTML 36K
41: R28 Significant Accounting Policies (Policies) HTML 172K
42: R29 Note 2 - Summary of Significant Accounting HTML 50K
Policies (Tables)
43: R30 Note 3 - Accumulated Other Comprehensive Loss HTML 51K
(Tables)
44: R31 Note 4 - Goodwill and Intangible Assets (Tables) HTML 82K
45: R32 Note 5 - Balance Sheet Information (Tables) HTML 77K
46: R33 Note 6 - Restructuring and Other Exit Costs HTML 55K
(Tables)
47: R34 Note 7 - Employee Benefit Plans (Tables) HTML 114K
48: R35 Note 8 - Leases (Tables) HTML 72K
49: R36 Note 9 - Long-term Debt (Tables) HTML 49K
50: R37 Note 10 - Derivatives (Tables) HTML 44K
51: R38 Note 11 - Fair Value Measurements (Tables) HTML 40K
52: R39 Note 12 - Stock-Based Compensation (Tables) HTML 99K
53: R40 Note 13 - Revenues (Tables) HTML 94K
54: R41 Note 14 - Income Tax (Tables) HTML 129K
55: R42 Note 2 - Summary of Significant Accounting HTML 77K
Policies (Details Textual)
56: R43 Note 2 - Summary of Significant Accounting HTML 39K
Policies - Property, Plant and Equipment (Details)
57: R44 Note 2 - Summary of Significant Accounting HTML 64K
Policies - Schedule of Basic and Diluted Earnings
Per Share (Details)
58: R45 Note 3 - Accumulated Other Comprehensive Loss - HTML 49K
Changes in Each Component of Other Comprehensive
Loss, Net of Tax (Details)
59: R46 Note 4 - Goodwill and Intangible Assets (Details HTML 35K
Textual)
60: R47 Note 4 - Goodwill and Intangible Assets - Change HTML 35K
in Carrying Amount of Goodwill (Details)
61: R48 Note 4 - Goodwill and Intangible Assets - HTML 52K
Intangible Assets (Details)
62: R49 Note 4 - Goodwill and Intangible Assets - Future HTML 45K
Amortization Expense of Intangible Assets
(Details)
63: R50 Note 5 - Balance Sheet Information (Details HTML 33K
Textual)
64: R51 Note 5 - Balance Sheet Information - Inventories HTML 38K
(Details)
65: R52 Note 5 - Balance Sheet Information - Property, HTML 46K
Plant and Equipment (Details)
66: R53 Note 5 - Balance Sheet Information - Other Current HTML 42K
Liabilities (Details)
67: R54 Note 5 - Balance Sheet Information - Long-lived HTML 35K
Assets by Geographic Area (Details)
68: R55 Note 6 - Restructuring and Other Exit Costs - HTML 48K
Restructuring and Other Exit Charges (Details)
69: R56 Note 7 - Employee Benefit Plans (Details Textual) HTML 46K
70: R57 Note 7 - Employee Benefit Plans - Defined Benefit HTML 41K
Pension Expense (Details)
71: R58 Note 7 - Employee Benefit Plans - Change in Fair HTML 44K
Value of Plan Assets (Details)
72: R59 Note 7 - Employee Benefit Plans - Change in HTML 52K
Benefit Obligations (Details)
73: R60 Note 7 - Employee Benefit Plans - Recognized in HTML 33K
Consolidated Balance Sheets (Details)
74: R61 Note 7 - Employee Benefit Plans - Weighted Average HTML 33K
Assumptions (Details)
75: R62 Note 7 - Employee Benefit Plans - Fair Value and HTML 45K
Asset Allocations of Pension Benefits (Details)
76: R63 Note 7 - Employee Benefit Plans - Fair Value of HTML 38K
Plan Assets By Fair Value Hierarchy (Details)
77: R64 Note 8 - Leases - Lease Expense (Details) HTML 37K
78: R65 Note 8 - Leases - Supplemental Balance Sheet HTML 41K
Information Related to Operating Leases (Details)
79: R66 Note 8 - Leases - Supplemental Cash Flow HTML 33K
Information Related to Operating Leases (Details)
80: R67 Note 8 - Leases - Future Minimum Lease Payments HTML 48K
(Details)
81: R68 Note 9 - Long-term Debt (Details Textual) HTML 71K
82: R69 Note 9 - Long-term Debt - Breakdown of Borrowings HTML 47K
(Details)
83: R70 Note 9 - Long Term Debt - Debt Maturity (Details) HTML 37K
84: R71 Note 10 - Derivatives (Details Textual) HTML 36K
85: R72 Note 10 - Derivatives - Derivative Instruments HTML 34K
(Details)
86: R73 Note 10 - Derivatives - The Effect of Derivatives HTML 34K
Designated as Cash Flow Hedging Instruments
(Details)
87: R74 Note 11 - Fair Value Measurements - Assets and HTML 50K
Liabilities Measured on a Recurring Basis
(Details)
88: R75 Note 12 - Stock-Based Compensation (Details HTML 57K
Textual)
89: R76 Note 12 - Stock-Based Compensation - Stock-based HTML 39K
Compensation Expense (Details)
90: R77 Note 12 - Stock-Based Compensation - Black Scholes HTML 42K
Assumptions (Details)
91: R78 Note 12 - Stock-Based Compensation - Activity of HTML 71K
Restricted Stock and Restricted Stock Units
(Details)
92: R79 Note 12 - Stock-Based Compensation - Stock-Based HTML 50K
Payment Awards (Details)
93: R80 Note 13 - Revenues (Details Textual) HTML 31K
94: R81 Note 13 - Revenues - Disaggregation of Revenue HTML 41K
(Details)
95: R82 Note 13 - Revenues - Revenue by Geographic HTML 40K
Destination (Details)
96: R83 Note 13 - Revenues - Deferred Revenue (Details) HTML 38K
97: R84 Note 13 - Revenues - Allowance for Doubtful HTML 36K
Accounts (Details)
98: R85 Note 13 - Revenues - Warranties (Details) HTML 35K
99: R86 Note 14 - Income Tax (Details Textual) HTML 61K
100: R87 Note 14 - Income Tax - Income Tax Expense HTML 48K
(Details)
101: R88 Note 14 - Income Tax - Income Tax Rate HTML 59K
Reconciliation (Details)
102: R89 Note 14 - Income Tax - Pre-tax Income From HTML 38K
Continuing Operations (Details)
103: R90 Note 14 - Income Tax - Deferred Tax Assets and HTML 74K
Liabilities (Details)
104: R91 Note 14 - Income Tax - Unrecognized Tax Benefits HTML 40K
(Details)
105: R92 Note 15 - Commitments and Contingent Liabilities HTML 33K
(Details Textual)
106: R93 Note 16 - Litigation Settlement (Details Textual) HTML 53K
107: R94 Note 17 - Product Line Disposition (Details HTML 40K
Textual)
108: R95 Note 18 - Government Assistance (Details Textual) HTML 35K
110: XML IDEA XML File -- Filing Summary XML 211K
113: XML XBRL Instance -- hboi20231231_10k_htm XML 2.15M
109: EXCEL IDEA Workbook of Financial Report Info XLSX 163K
10: EX-101.CAL XBRL Calculations -- hbio-20231231_cal XML 212K
11: EX-101.DEF XBRL Definitions -- hbio-20231231_def XML 1.55M
12: EX-101.LAB XBRL Labels -- hbio-20231231_lab XML 1.34M
13: EX-101.PRE XBRL Presentations -- hbio-20231231_pre XML 1.64M
9: EX-101.SCH XBRL Schema -- hbio-20231231 XSD 249K
111: JSON XBRL Instance as JSON Data -- MetaLinks 591± 953K
112: ZIP XBRL Zipped Folder -- 0001171843-24-001239-xbrl Zip 336K
| HTML Editor |
EXHIBIT 97
HARVARD BIOSCIENCE, INC. DODD-FRANK CLAWBACK POLICY
This document sets forth the Dodd-Frank Clawback Policy (the “Policy”) as adopted by Harvard Bioscience, Inc. (the “Company”) on October 31, 2023. This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and the related listing rules of the national securities exchange or national securities association (“Exchange”) on which the Company has listed securities, and, to the extent this Policy is any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,” “Financial Reporting Measures,” “Incentive-Based Compensation,” and “Received.” As used herein, these terms shall have the same meaning as in that regulation.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in section 2, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the Company has a class of securities listed on an Exchange and (2) on or after October 2, 2023.
(b) See 17 C.F.R. §240.10D-1(b)(1)(i) for certain circumstances under which the Policy will apply to Incentive-Based Compensation Received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery under this Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the Company’s stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
5. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the U.S. Securities and Exchange Commission (the “SEC”), judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Committee is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
6. Committee Decisions. Decisions of the Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this policy, unless determined to be an abuse of discretion.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation or any claims related to the Company’s enforcement of its rights under this Policy.
8. Agreement to Policy by Executive Officers. The Committee shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may include the inclusion of this Policy as an attachment to, or reference to this Policy in, any award that is accepted by the Executive Officer, or by reference to the Company’s clawback policies in any plan or arrangement under which an award is provided.
9. Other Recovery Rights. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement (individually or collectively, an “Arrangement”). The Committee may, subject to applicable law and in its sole discretion, seek recovery under such Arrangement of amounts in excess of the amount subject to recovery under this Policy. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Erroneously Awarded Compensation under this Policy, unless required by applicable law.
10. Amendments. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 10 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Exchange rule.
Adopted: October 31, 2023
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/7/24 | 4, 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/31/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||