Alan Edrick
About Alan Edrick
Alan Edrick, 57, has served on Harvard Bioscience’s board since 2019 and is currently Chair of the Audit Committee and a member of the Compensation Committee; the board has determined he is independent under Nasdaq rules and qualifies as an “audit committee financial expert.” He is Executive Vice President and Chief Financial Officer of OSI Systems, Inc. (since 2006) and previously served as CFO of BioSource International (2004–2006) and North American Scientific (1998–2004) after earlier roles at Price Waterhouse; he holds a B.A. in economics/business and an MBA from UCLA Anderson.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OSI Systems, Inc. | EVP & Chief Financial Officer | 2006–Present | Public multinational in homeland security, patient monitoring, optoelectronics |
| BioSource International, Inc. | EVP & Chief Financial Officer | 2004–2006 | Company sold to Invitrogen Corporation |
| North American Scientific, Inc. | SVP & Chief Financial Officer | 1998–2004 | Medical device and specialty pharmaceutical company |
| Price Waterhouse LLP | Senior Manager, Capital Markets (various roles) | 1989–1998 | Public accounting roles including capital markets |
External Roles
| Organization | Role | Committees/Impact | Source |
|---|---|---|---|
| OSI Systems, Inc. | EVP & Chief Financial Officer | Financial management, capital markets, M&A, FP&A, regulatory compliance |
Board Governance
- Committee assignments: Audit (Chair) and Compensation (Member); independence affirmed for directors other than the CEO.
- Board and committee activity (2024): Board met/acted 14 times; Audit met/acted 6 times; Compensation met/acted 5 times; Nominating & Governance met/acted 3 times.
- Attendance and engagement: Each director attended at least 75% of meetings of the Board and their committees; all five directors attended the 2024 Annual Meeting on May 14, 2024; non-employee directors meet regularly in executive sessions.
- Board leadership: Roles of Chair and CEO combined under James Green; Lead Independent Director role in place (Bertrand Loy through the 2025 Annual Meeting, succeeded by Katherine Eade thereafter).
- 2024 election result: Edrick elected Class III Director with 19,722,574 votes for, 10,861,497 withheld, 4,292,458 broker non-votes (term to 2027).
- 2025 governance changes: Eade appointed Lead Independent Director; John Duke appointed to Board and to the Audit and Nominating & Governance Committees; Thomas Loewald retired from the Board; Board size reduced to four effective as of the 2025 Annual Meeting.
Committee Structure and Meetings (2024)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Edrick, Eade, Loy | Edrick | 6 |
| Compensation | Eade, Edrick, Loewald | Loewald | 5 |
| Nominating & Governance | Eade, Loewald, Loy | Eade | 3 |
Fixed Compensation
Director Compensation Program (Annual Retainers)
| Role | Form of Retainer | Annual Retainer Value |
|---|---|---|
| Non-employee Director | RSUs | $150,000 |
| Lead Independent Director | RSUs | $35,000 |
| Non-employee Director | Cash | $40,000 |
| Audit Committee chair | Cash | $20,000 |
| Audit Committee member | Cash | $12,500 |
| Compensation Committee chair | Cash | $9,000 |
| Compensation Committee member | Cash | $9,000 |
| Nominating & Governance chair | Cash | $6,500 |
| Nominating & Governance member | Cash | $5,000 |
RSU annual grants vest in full on the earlier of the next annual meeting or one year from grant, subject to continued service; expenses for meeting attendance reimbursed.
Alan Edrick – Director Compensation (Actual)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $63,092 | $81,500 |
| Stock Awards ($) | $150,000 | $150,000 |
| Option Awards ($) | – | – |
| Total ($) | $213,092 | $231,500 |
| Unvested RSUs Outstanding (at year-end) | 25,554 | 45,872 |
| Stock Options Outstanding (at year-end) | 101,800 | 101,800 |
Performance Compensation
Non-employee director awards are time-based RSUs tied to board service and vesting schedule; no performance-based metrics (e.g., revenue, EBITDA, TSR) apply to director compensation, and no director option awards were granted in 2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Edrick in the last five years |
| External executive role | CFO, OSI Systems, Inc. (public company) |
| Related-party transactions | None requiring disclosure since Jan 1, 2023 |
Expertise & Qualifications
- Financial and accounting expertise (over 30 years), including capital markets, M&A, FP&A, regulatory compliance; designated audit committee financial expert.
- Life sciences industry operating experience across medical devices and biopharma tools; senior finance leadership at multiple companies.
- Education: B.A. economics/business, UCLA; MBA, UCLA Anderson.
Equity Ownership
Beneficial Ownership and Components
| Metric | As of Mar 12, 2024 | As of Mar 20, 2025 |
|---|---|---|
| Shares Beneficially Owned | 329,839 | 375,711 |
| Percent of Shares Outstanding | <1% (outstanding 43,421,251) | <1% (outstanding 44,213,746) |
| Options Exercisable within 60 Days | 101,800 | 101,800 |
| RSUs Vesting within 60 Days | 25,554 | 45,872 |
- Stock ownership guidelines: Non-employee directors must reach holdings valued at least 3× annual cash retainer within five years; unvested RSUs count toward compliance, options excluded; all non-employee directors were in compliance as of Dec 31, 2024.
- Anti-hedging/margin and derivatives policy: Prohibits short sales, hedging, trading in options/derivatives, and purchases on margin (other than cashless option exercises).
Insider Trades
| Date Filed | Transaction | Shares/Units | Key Terms |
|---|---|---|---|
| May 23, 2023 | RSU grant | 25,554 | Vests on earlier of the next Annual Meeting after May 15, 2023 or May 22, 2024; footnote notes 202,485 shares then held; Form 4 filed under Section 16. |
Say-on-Pay & Shareholder Feedback
| Proposal | 2024 Annual Meeting (May 14, 2024) | 2025 Annual Meeting (June 2, 2025) |
|---|---|---|
| Advisory vote on NEO compensation | For: 27,472,149; Against: 903,608; Abstain: 2,208,314; Broker non-votes: 4,292,458 | For: 23,840,892; Against: 2,542,426; Abstain: 368,878; Broker non-votes: 5,066,123 |
Compensation Committee Analysis
- Composition and independence: Eade, Edrick, Loewald (Chair); entirely independent under Nasdaq rules.
- Meetings: 5 times in 2024 (8 times in 2023).
- Use of independent consultant: FW Cook engaged as independent compensation consultant in 2024; provides no other services; independence assessed annually.
- Equity plan governance: Amended and Restated 2021 Incentive Plan includes minimum vesting standards, no option repricing, dividend payment restrictions on unvested awards, and a non-employee director annual compensation cap of $500,000.
- Clawbacks: Dodd-Frank compliant clawback policy adopted Oct 31, 2023; incentive-based compensation recovery on restatements; plan-level clawback covers materially inaccurate metrics and misconduct.
Governance Assessment
- Strengths: Independent director serving as Audit Chair and designated financial expert; robust committee activity and executive sessions; director ownership guidelines with full compliance; anti-hedging/margin policy; no related-party transactions requiring disclosure; director compensation capped and equity plan prohibits repricing; Edrick’s 2024 re-election indicates shareholder support.
- Considerations: Combined CEO/Chair structure mitigated by Lead Independent Director responsibilities; board size adjusted to four post-2025, with Eade appointed Lead Independent Director and John Duke joining Audit and Nominating & Governance—ongoing monitoring of committee capacity is prudent.
No pledging of shares was disclosed; and there were no director-related party transactions requiring disclosure since January 1, 2023.