John Duke
About John Duke
John Duke, age 54, is President & Chief Executive Officer of Harvard Bioscience (HBIO) effective July 28, 2025; he joined HBIO’s Board on June 2, 2025 and initially served on the Audit and Nominating & Governance Committees before transitioning to management, ceasing to be a non‑employee director as of July 28, 2025 . He holds a BS in Materials Science & Engineering (University of Utah) and an MBA (Harvard Business School) . Prior to HBIO, Duke was CEO of Plastic Molding Technology (PMT), delivering approximately 20% annual revenue growth during his tenure; he also served as Chief Business Officer at Lyten and spent ~20 years at Corning in roles including VP & GM (Glass Microsystems) and VP (Business Operations, Life Sciences) . HBIO’s Q3 2025 performance under his early tenure showed sequential improvement: revenue $20.6M, gross margin 58.4%, adjusted EBITDA $2.0M, net loss ($1.2M), and cash from operations $1.1M; backlog and orders improved, supporting confidence in continued sequential gains . As baseline pay‑versus‑performance context pre‑Duke, the TSR value of a fixed $100 investment was $29.93 in 2024, $75.89 in 2023, and $39.29 in 2022, alongside net losses of $(12.4)M, $(3.4)M, and $(9.5)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plastic Molding Technology (PMT) | Chief Executive Officer | 2024–2025 | Delivered ~20% annual revenue growth during tenure |
| Lyten, Inc. | Executive Vice President & Chief Business Officer | 2021–2023 | Advanced materials leadership; multi‑industry product development |
| Corning Incorporated | Corporate VP/Officer; VP & GM Glass Microsystems; VP Sales & Marketing Gorilla Glass; VP Business Operations, Life Sciences | 2012–2021 | Led Glass Microsystems (2017–2021), Gorilla Glass (2016–2017), and Life Sciences operations (2012–2016) |
External Roles
- No other current public company board roles disclosed for Duke. Education: BS (University of Utah), MBA (Harvard Business School) .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $480,000 per year | Reviewed annually starting FY2026 |
| Benefits | Standard senior‑management benefits; eligibility in employee benefit plans (medical, life, disability, 401(k), ESPP, etc.) | Subject to plan terms; proration as applicable |
| Vacation | 20 paid days per year (accrued ratably) | Accrued/unused vacation paid at separation if protected by law |
| Expenses/Relocation | Reimbursement of reasonable business expenses; relocation within 30 miles of MA or MN office by June 1, 2026 with negotiated moving reimbursement | Good‑faith negotiation for relocation/moving expenses |
| D&O Insurance/Indemnification | Customary D&O coverage; full indemnification per charter/bylaws/state law | Including tail coverage post‑service |
Performance Compensation
| Incentive | Metric | Target/Structure | Vesting/Terms | Payout Basis |
|---|---|---|---|---|
| Annual Bonus (from FY2026) | Board‑set objectives | Up to 80% of base salary | Paid per Company policies; subject to Section 409A | Discretionary objectives set by Board/Committee |
| Annual Equity (FY2026 anticipated target value) | Board‑determined | $1,036,000 target value (at Board discretion) | Board may grant lesser or no award; in sole discretion | Not guaranteed |
| New‑Hire Time‑Based RSUs | Time‑based service | 500,000 RSUs | Vest annually over 3 years from grant date; continuous employment required | Shares vest per schedule; dividends only if vested under plan |
| New‑Hire Performance RSUs | Relative TSR vs Russell 2000 | 500,000 RSUs target | 3‑year performance period; continuous employment required; market condition award | Vests based on relative TSR performance over three years |
Company precedent for annual cash incentive plan (2024 NEOs): Adjusted EBITDA 70%, Total Revenue 20%, Operating Cash Flow 10%—used to encourage profitable growth, revenue expansion, and cash flow discipline . HBIO uses an independent compensation consultant (FW Cook), has double‑trigger vesting in the event of change in control for equity awards under its plan framework, limited perquisites, executive and director stock ownership guidelines, and Dodd‑Frank compliant clawbacks; hedging, options, and margin purchases are prohibited .
Equity Ownership & Alignment
- Initial grants: 500,000 time‑based RSUs and 500,000 performance RSUs; vesting over three years with a relative TSR condition for performance RSUs .
- Executive stock ownership guidelines: within five years of appointment, executives must hold HBIO stock valued at least 3x annual base salary; RSUs count, stock options excluded; monitored by Compensation Committee .
- Insider trading policy: prohibits hedging (including short sales and derivatives), options trading, and purchasing Company shares on margin; imposes blackout periods and pre‑clearance for Designated Insiders .
- Clawbacks: Dodd‑Frank Clawback Policy (adopted Oct 31, 2023) applies to incentive‑based compensation for three fiscal years preceding a restatement; plan‑level clawback for erroneous awards and detrimental activity .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | From July 28, 2025 for two years; auto‑extends two additional years unless non‑renewed ≥90 days prior; extends ≥12 months post‑CiC |
| Position/Reporting | President & CEO; reports to Board; full‑time efforts required |
| Non‑Compete | 12 months post‑employment; not applicable if terminated without Cause; scope aligned to HBIO’s business/geography; ownership of ≤1% of public competitor permitted |
| Non‑Solicit/Non‑Hire | 12 months post‑employment |
| Confidentiality/IP | Robust confidentiality; inventions/works‑made‑for‑hire assigned to Company; post‑termination cooperation; whistleblower immunities preserved |
| Severance (No‑Cause or Good Reason) | 12 months base salary paid over one year; pro‑rata vesting for unvested time‑based RSUs and performance RSUs per month‑elapsed formulas; 12 months COBRA value lump‑sum; release required; forfeiture if restrictive covenants breached |
| Change‑in‑Control (CiC) | If terminated without Cause or for Good Reason within 3 months prior or 12 months post‑CiC: 24 months base salary lump‑sum; immediate acceleration of all stock‑based awards at the later of termination or CiC effective date; 18 months COBRA value; Section 280G cut‑back/best‑net calculus |
| Dispute Resolution | Mediation then binding arbitration; injunctive relief available for breaches of confidentiality/non‑compete/non‑solicit |
| Recoupment | Subject to Company clawback policies and law (Dodd‑Frank) |
| 409A Compliance | Payments structured to comply; six‑month delay for specified employees if applicable |
Board Governance
- Board service: appointed June 2, 2025 as non‑employee director; served on Audit and Nominating & Governance Committees; Katherine Eade named Lead Independent Director the same day .
- Dual‑role implications: as CEO, Duke is a non‑independent director under Nasdaq rules; Lead Independent Director role reinforces independent oversight .
- Committee leadership changes: On July 16, 2025, Robert Gagnon was appointed chair of both Audit and Compensation Committees; Seth Benson appointed to Audit .
Director Compensation
| Program | Element | Amount/Structure |
|---|---|---|
| Standard (Proxy pre‑July 2025) | Annual RSU retainer | $150,000; vests by next annual meeting or one year, whichever earlier |
| Standard (Proxy pre‑July 2025) | Annual cash retainer | $40,000; paid quarterly in arrears |
| Committee cash retainers | Audit chair/member | $20,000 / $12,500 |
| Committee cash retainers | Compensation chair/member | $9,000 / $9,000 |
| Committee cash retainers | Nominating & Governance chair/member | $6,500 / $5,000 |
| Post‑July 16, 2025 update | Aggregate retainer | Reduced from $190,000 to ~ $135,000, composed of equity award of 110,000 RSUs and annual cash retainer of $91,000; excludes Duke after he ceases to be non‑employee director on July 28, 2025 |
Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 23,840,892 | 2,542,426 | 368,878 | 5,066,123 |
| Grant Thornton LLP ratification | 31,536,184 | 116,407 | 165,728 | — |
| Incentive Plan (A&R 2021) | 25,144,481 | 1,370,420 | 237,295 | 5,066,123 |
Compensation Peer Group (Used in 2024 benchmarking, per proxy)
- Champions Oncology; Electromed; Enzo Biochem; IRIDEX; LeMaitre Vascular; Meridian Bioscience; OraSure Technologies; Pro‑Dex; Standard Biotools; Suralign; Surmodics; T2 Biosystems; Transcat; UFP Technologies .
Performance & Track Record
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($M) | $22.0 | $20.6 |
| Gross Margin (%) | 58.1% | 58.4% |
| Net Loss ($M) | $(4.8) | $(1.2) |
| Adjusted EBITDA ($M) | $1.3 | $2.0 |
| Cash from Operations ($M) | $(0.8) | $1.1 |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Revenue ($M) | $69.6 | $62.8 |
| Gross Margin (%) | 58.6% | 56.9% |
| Gross Profit ($M) | $40.8 | $35.7 |
| Pay‑Versus‑Performance | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO SCT Total ($) | $2,328,470 | $2,392,240 | $2,336,576 |
| PEO Compensation Actually Paid ($) | $(3,704,926) | $7,219,371 | $(2,039,133) |
| Average SCT Total (Non‑PEO NEOs) ($) | $495,343 | $571,272 | $602,601 |
| Average Compensation Actually Paid (Non‑PEO NEOs) ($) | $(1,029,883) | $891,006 | $186,797 |
| TSR – $100 Investment (Value) | $39.29 | $75.89 | $29.93 |
| Net Loss ($000s) | $(9,516) | $(3,415) | $(12,405) |
Related Policies and Plan Features
- Insider Trading Policy revised March 2025 prohibits hedging, derivatives/options trading, and purchases on margin; requires pre‑clearance for Designated Insiders; blackout periods enforced .
- Incentive Plan minimum vesting one year (limited exceptions), dividends accrue only to the extent awards vest; non‑repricing of options; SARs/options priced ≥100% of FMV; 10‑year term limit; director grant/cash cap $500,000 per fiscal year .
Risk Indicators & Red Flags
- Nasdaq minimum bid price deficiency; transferred listing from Nasdaq Global Market to Nasdaq Capital Market with second compliance period to March 30, 2026; Company may consider reverse split to regain compliance .
- Capital structure and refinancing: management disclosed active lender discussions, reviewing options to refinance/repay existing credit agreement in Q4 2025 .
- Clawbacks in place (Dodd‑Frank policy and plan‑level provisions) mitigate pay‑for‑performance misalignment risk .
- Anti‑hedging/margin policy reduces misalignment from hedging/pledging behavior .
Investment Implications
- Alignment: Duke’s package has meaningful equity components (500k time‑based RSUs and 500k performance RSUs tied to three‑year relative TSR), plus executive ownership guidelines of 3x salary within five years—strong linkage of realized pay to stock performance .
- Retention vs. flexibility: Standard severance (12 months base) and robust CiC economics (24 months base, full equity acceleration) balance retention and strategic flexibility, but single‑trigger‑like equity acceleration upon CiC is more shareholder‑sensitive than company’s general double‑trigger practice—monitor potential change‑of‑control incentives .
- Near‑term execution risk: Ongoing Nasdaq compliance and credit agreement refinancing present event risks; early operational trend shows sequential EBITDA/cash improvements and backlog/order momentum, but absolute revenue softness persists—watch Duke’s 2026 incentive metrics and capital actions as trading signals .
- Governance: Dual role (CEO/director) mitigated by Lead Independent Director and refreshed committee leadership; continued adherence to clawbacks, anti‑hedging, and minimum vesting supports governance quality .