Business Context and Reporting Period
This Form 8-K Current Report was filed by Harvard Bioscience, Inc. on May 25, 2005. The filing discloses the entry into a material definitive agreement regarding executive compensation and the adoption of a new corporate bonus plan.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. It focuses exclusively on compensation structures.
Executive Base Salaries (2005)
| Executive | Title | 2005 Salary |
|---|---|---|
| Chane Graziano | Chief Executive Officer | $455,000 |
| David Green | President | $375,000 |
| Susan M. Luscinski | Chief Operating Officer | $235,000 |
| David Strack | President, Genomic Solutions, Inc. and Union Biometrica, Inc. | $206,000 |
| Bryce Chicoyne | Chief Financial Officer | $175,000 |
| Mark A. Norige | Chief Operating Officer, Harvard Apparatus Business Unit | $170,000 |
| Paul Bailey | Vice President of Finance and Administration | $155,000 |
2005 Corporate Bonus Plan
- Trigger: Bonuses are paid only if the Company achieves adjusted earnings per diluted share for the year ended December 31, 2005, in excess of a target amount.
- Payout Pool: If the target is met, the pool equals one-third of adjusted operating income in excess of the minimum operating income required to hit the target EPS.
- Executive Participation Percentages:
- Chane Graziano: 36.57%
- David Green: 30.14%
- Susan M. Luscinski: 14.17%
- Bryce Chicoyne: 10.55%
- Paul Bailey: 6.23%
Director Compensation
Effective immediately following the 2005 annual meeting of stockholders:
- Annual Retainer: $12,000 paid quarterly.
- Stock Options: 25,000 shares upon initial election (vesting over 3 years) and 2,500 shares annually thereafter (vesting over 3 years).
- Audit Committee Chair/Member: Additional $6,000 annual retainer and 2,500 additional stock options.
- Compensation Committee Member: Additional $2,000 annual retainer.
Material Changes
The filing establishes new base salary levels for 2005 for specific executive officers and formally adopts the 2005 Corporate Bonus Plan. It also sets new compensation terms for non-employee directors effective after the 2005 annual meeting.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. The primary contingency noted is that no bonuses will be paid under the new plan if the target adjusted earnings per diluted share is not achieved.
Investor Verification Checklist
- Verify the specific "target adjusted earnings per diluted share" amount required to trigger the bonus pool, as the exact figure is not stated in this summary.
- Confirm the definition of "adjusted operating income" used to calculate the bonus pool size.
- Review the full text of the 2005 Corporate Bonus Plan (Exhibit 99.1) for detailed vesting schedules and eligibility criteria.
- Monitor the Company's Q4 2005 results to determine if the EPS target was met and if bonuses were subsequently paid.