Mark Frost
About Mark Frost
Mark Frost, age 62, was appointed Interim Chief Financial Officer and Treasurer of Harvard Bioscience effective upon the resignation of CFO Jennifer Cote (expected upon the Q1 2025 Form 10-Q filing on or before May 12, 2025); he had served as a consultant to the Company since January 2025 . He previously served as CFO of Fathom (Apr 2021–Jun 2024) and Argon Medical Devices (Mar 2018–Aug 2020), and earlier held CFO roles at Analogic, AngioDynamics, and AMRI; he began his career at GE (14 years). Frost holds a B.A. in International Relations and Economics from Colgate University and completed the INSEAD Global Executive Program and GE Financial Management Program . As context for his tenure’s starting point, HBIO’s FY 2024 revenue was $94.1M and EBITDA $2.4M (see Company performance table below) . EBITDA value source: S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fathom | Chief Financial Officer | 2021–2024 | Public-company CFO experience in digital manufacturing; finance leadership during prototype/bridge production scale-up |
| Argon Medical Devices | Chief Financial Officer | 2018–2020 | Prepared company for Hong Kong IPO process; healthcare devices finance expertise |
| Analogic; AngioDynamics; AMRI | Chief Financial Officer (each) | N/D | Multiple public healthcare CFO roles; capital markets and operational finance experience |
| General Electric | Finance roles (various) | 14 years | Foundational GE finance training and leadership (FMP) |
Fixed Compensation
| Element | Terms |
|---|---|
| Base Salary | $320,000 annualized, effective on Frost’s start as Interim CFO |
| Benefits | Eligible for standard health, dental, life, disability, 401(k), holidays, PTO |
| Indemnification/D&O | Company indemnification per charter and standard D&O indemnification agreement; D&O insurance coverage and customary tail |
| Severance | Not eligible for severance or similar termination benefits; at-will employment |
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Special cash bonus | Repayment in full of the Company’s existing term loan and senior revolver; $50,000 payable upon repayment if still employed | N/A | Not disclosed | Not disclosed | $50,000 if condition met | Upon debt repayment event |
| Company annual plan (2024 framework for NEOs, reference) | Adjusted EBITDA | 70% | Not disclosed | Not disclosed | Not disclosed | Annual plan |
| Company annual plan (2024 framework for NEOs, reference) | Total Revenue | 20% | Not disclosed | Not disclosed | Not disclosed | Annual plan |
| Company annual plan (2024 framework for NEOs, reference) | Operating Cash Flow | 10% | Not disclosed | Not disclosed | Not disclosed | Annual plan |
Notes
- Frost’s April 2025 letter specifies only the milestone bonus above; 2025 target bonus % was not disclosed for him .
- HBIO’s compensation committee uses a peer group and FW Cook as independent consultant; pay elements include base, annual cash incentives, and long-term equity .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial award | 100,000 time-based RSUs granted on Start Date; vests in full 1 year from grant (the “Vesting Date”) |
| Pro-rata vesting | If terminated by Company without cause or by Frost for any reason prior to Vesting Date, vested portion = RSUs × (full months elapsed ÷ 12) |
| Change-in-control (plan-level) | Company equity plan utilizes double-trigger vesting for awards upon a change in control (subject to plan terms and award agreements) |
| Stock ownership guidelines | NEOs must own HBIO stock ≥ 3× base salary within 5 years; includes RSUs; options excluded . For Frost’s $320k salary, this implies ~$960k guideline over time while serving as an executive |
| Hedging/margin/pledging | Insider Trading Policy prohibits hedging, short sales, options/derivatives trading, and purchasing on margin; policy text does not explicitly authorize pledging of shares |
| Clawback | Dodd-Frank-compliant clawback adopted Oct 31, 2023; incentive comp over prior 3 years subject to recovery upon restatement; plan-level clawback/forfeiture for misconduct and materially inaccurate metrics |
Employment Terms
| Provision | Terms |
|---|---|
| Role and start | Interim CFO and Treasurer; effective upon CFO resignation (expected by May 12, 2025) |
| Employment status | At-will (no definite term) |
| Severance | Not eligible for severance or similar termination benefits |
| Equity award agreement | Award subject to Company’s time-based award agreement (with Section 5 excluded per letter); plan terms otherwise apply |
| Restrictive covenants | Must sign Company’s Confidential, Proprietary Rights and Non-Solicitation Agreement prior to start |
Company Performance Context (pre-tenure baseline)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 102,100,000 | 118,904,000 | 113,335,000 | 112,250,000 | 94,135,000 |
| EBITDA ($) | 9,886,000* | 11,311,000* | 2,383,000* | 9,493,000* | 2,441,000* |
Values retrieved from S&P Global.*
Compensation Committee and Governance
- Compensation Committee members: Katherine A. Eade, Alan Edrick, and Thomas Loewald (Chair); all independent; five meetings/actions in 2024 .
- Independent consultant: FW Cook; no other services to the Company .
- Equity plan guardrails: minimum 1-year vesting (limited exceptions), no repricing, no dividend payments on unvested awards, non-employee director grant value cap, and double-trigger change-in-control mechanics per plan .
Risk Indicators and Notable Events
- CFO transition: Ms. Cote’s resignation effective with Q1 2025 Form 10-Q; the Company states no disagreement on accounting policies/procedures .
- Nasdaq minimum bid price notice (Apr 4, 2025): 180-day window to regain $1.00 minimum; potential capital markets overhang and possible reverse split if needed .
- Clawback policy in place; robust anti-hedging/anti-margin rules reduce misalignment risks .
Investment Implications
- Alignment and retention: Frost’s compensation is lean and execution-focused—modest base, no severance, and a $50k milestone bonus tied to full debt repayment, which aligns near-term incentives with deleveraging and liquidity priorities . The one-year, time-based 100,000 RSU grant creates a definable vesting catalyst in 2026; pro-rata vesting upon certain terminations lowers forced-hold pressure but still provides meaningful equity exposure during the interim period .
- Governance quality: Double-trigger change-in-control treatment, Dodd-Frank clawback, and anti-hedging/margin policies are positives for pay-for-performance discipline and reduce risk of misaligned behaviors .
- Performance lens: Company incentive design emphasizes Adjusted EBITDA (70%), revenue (20%), and operating cash flow (10%), consistent with Frost’s milestone bonus focus on debt repayment and cash; investors should track sequential improvements in EBITDA and operating cash generation given FY 2024 softness and liquidity focus .
- Trading signals: Watch for (i) any Form 4 activity around RSU vesting/tranche events in 2026; (ii) announcements on debt paydown progress (which unlocks Frost’s $50k cash bonus); (iii) any shift from interim to permanent CFO status which could introduce a new compensation package with broader performance equity.
Sources
- 2025 DEF 14A: appointment, bio, compensation framework, equity plan, ownership guidelines, clawback, anti-hedging/margin .
- 8-K (Apr 10, 2025): Interim CFO appointment, letter agreement (salary, RSUs, milestone bonus), at-will/no severance, press release, Nasdaq bid notice .
- Company performance (S&P Global): Revenues and EBITDA for FY 2020–2024 . EBITDA values retrieved from S&P Global.*