Robert Gagnon

About Robert Gagnon

Robert Gagnon is an independent Class I director of Harvard Bioscience (HBIO), appointed July 16, 2025, with his term expiring at the 2028 annual meeting. He serves as Chair of both the Audit Committee and the Compensation Committee; he previously served as HBIO’s Chief Financial Officer from 2013–2018, and has 20+ years leading global finance operations in life sciences. He currently sits on the boards of Verastem Oncology, Bone Biologics, and Purple Biotech. Independence is affirmed in the company’s announcement of “two new independent directors” (including Gagnon).

Past Roles

External Roles

Board Governance

• Committee roles: Appointed Chair of the Audit Committee and Chair of the Compensation Committee effective July 16, 2025.
• Independence: Announced as an independent director alongside Seth Benson; headline and release emphasize independence.
• Board leadership context: As of April 2025, Bertrand Loy served as Lead Independent Director but did not stand for re-election; board expected to appoint a new Lead Independent Director after the annual meeting—by July 17, 2025, Katherine Eade is quoted as Lead Independent Director.
• Attendance baseline: In 2024, the board met or acted by written consent 14 times; each director (then in office) attended at least 75% of board and relevant committee meetings; all five directors attended the May 14, 2024 annual meeting; non-employee directors meet regularly in executive sessions. (Gagnon joined in July 2025; no attendance record yet disclosed.)
• Audit Committee responsibilities: Oversight of financial reporting, internal controls, auditor independence, pre-approval of services, complaint procedures; report submitted by Audit Committee for FY2024.

Fixed Compensation

• Initial election equity grant: New non-employee directors receive an RSU award with grant-date fair value of $150,000, granted on the fifth business day after initial election; vests annually over three years.
• Annual director retainer schedule (non-employee):

  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 Committee chair	Cash	$6,500
  Nominating & Governance Committee member	Cash	$5,000

• RSU annual grant mechanics: Annual RSU retainer granted on the fifth business day following each annual meeting; vests in full immediately prior to the next annual meeting or one year from grant, whichever is earlier; expenses for meeting attendance reimbursed.

Performance Compensation

• Director equity is time-based RSUs; no performance-based metrics disclosed for director pay. Annual RSU retainer vests with time, not operating targets.
• Executive (reference) incentive metrics for 2024 (not linked to director pay):

  Metric	Targeting/Definition	Weighting	Applies to Director Pay?
  Adjusted EBITDA (1)	Profitable growth & cost containment	70%	None (directors not included)
  Total Revenue	Revenue growth	20%	None (directors not included)
  Operating Cash Flow	Cash flow & debt reduction	10%	None (directors not included)

The company also maintains clawback provisions compliant with Dodd-Frank within its Amended and Restated 2021 Incentive Plan; minimum vesting generally ≥1 year (with specific director exceptions aligned to annual meeting cycles); no dividends paid on unvested RSUs.

Other Directorships & Interlocks

• Current public company boards: Verastem Oncology, Bone Biologics, Purple Biotech. Potential information flows and industry-network benefits from life sciences boards. No specific HBIO-related party transactions disclosed in the retrieved proxy excerpts.
• Shared ties: Prior connections to Corning Life Sciences are noted for other HBIO appointees (context), but no disclosed related-party transactions involving Gagnon.

Expertise & Qualifications

• 20+ years leading global finance operations in life sciences; experienced public company board member.
• Deep familiarity with HBIO’s operating model and portfolio from prior service as CFO (2013–2018).
• Governance readiness: Appointed to chair both the Audit and Compensation Committees, indicating strong financial acumen and compensation governance expertise.

Equity Ownership

• Beneficial ownership for Gagnon not disclosed in the 2025 proxy (appointment occurred post-April proxy). Initial election RSU grant of $150,000 expected per policy; annual RSU retainer structure and vesting mechanics as noted above.
• Outstanding shares context (proxy record date): 44,213,746 shares outstanding at April 7, 2025; used for voting and governance matters (not a measure of Gagnon’s holdings).
• Plan terms: RSUs generally have no dividends pre-vesting; clawbacks apply; minimum vesting standards and director exceptions tied to annual meeting cycles.

Governance Assessment

• Positives:
  • Independence affirmed; external life sciences board experience enhances domain expertise and investor confidence.
  • Equity-based director compensation (annual RSUs) aligns director incentives with shareholder value creation.
  • Strong governance infrastructure: executive sessions, active Audit Committee oversight, Dodd-Frank compliant clawback policy, anti-hedging/anti-short policies, and annual say-on-pay.
• Watch items / potential red flags:
  • Dual committee chairs (Audit and Compensation) concentrated in a single director—common in small-caps but heightens reliance on one individual for key oversight functions; monitor board workload and committee effectiveness.
  • Prior executive role at HBIO (CFO 2013–2018) could raise perceived familiarity risks despite meeting independence “cool-off” norms; ensure robust conflict management and auditor independence rigor.
  • Transition environment: CEO succession mid-2025 and board refresh may introduce governance and strategic execution risk; oversight continuity and committee performance should be tracked.

No attendance record for Gagnon is yet available (appointment post-2025 proxy); baseline board attendance in 2024 met thresholds.