Stephen DeNelsky
About Stephen DeNelsky
Stephen DeNelsky (age 57) was appointed to Harvard Bioscience’s Board on September 5, 2025 as a Class I director, with his term expiring at the 2028 annual meeting. He is a non-employee director and a member of the Nominating & Governance Committee. DeNelsky brings 30 years of healthcare equity research, analysis, and valuation experience; he is Managing Director at Oaktree Capital Management (since 2022), previously at Marathon Asset Management (2019–2022) and President at Life Sciences Alternative Funding (2011–2019). He holds a B.A. in Economics (American University) and an M.B.A. (University of Maryland) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management | Managing Director | 2022–present | Healthcare financing expertise |
| Marathon Asset Management | Managing Director | 2019–2022 | Healthcare investing |
| Life Sciences Alternative Funding | President | 2011–2019 | Life sciences lending expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visioncare Inc | Director | Current | Board experience; healthcare sector |
| Integrated Diagnostics | Director | Prior | Board experience |
| AMICAS, Inc. | Director | Prior | Board experience |
Board Governance
- Committee assignment: Member, Nominating & Governance Committee .
- Independence/relationships: No arrangement with any person for his selection; no family relationship with any director or executive officer; non-employee director status .
- Board leadership: Katherine Eade named Lead Independent Director (LID) on June 2, 2025; LID role includes presiding over independent sessions, agenda approval, and stockholder liaison per proxy governance policy .
- Attendance framework: In 2024, the Board met/acted 14 times; all directors then in office attended ≥75% of Board and relevant committee meetings; non-employee directors meet regularly in executive sessions (DeNelsky joined in Sept 2025, thus not in 2024 cohort) .
- Committee chairs context: As of July 16, 2025, Robert Gagnon was appointed Chair of both Audit and Compensation Committees; Eade chairs Nominating & Governance per 2025 proxy .
Fixed Compensation
| Component | Amount/Units | Notes |
|---|---|---|
| Annual cash retainer | $91,000 | Standard non-employee director cash retainer |
| Nominating & Governance Committee member fee | $5,000 | Annual cash retainer for committee membership |
| Initial equity award (RSUs) | 110,000 units | Granted in connection with service on Board |
| Annual RSU retainer – vesting cadence | Vests fully immediately prior to next annual meeting or 1 year from grant (earlier) | Applies to annual RSU retainer policy |
Change in board compensation structure (July 16, 2025):
- Aggregate annual director retainer reduced from ~$190,000 to ~$135,000, composed of 110,000 RSUs plus $91,000 cash (effective for all non-employee directors) .
- DeNelsky’s 8-K reflects this standard: ~$135,000 value, composed of 110,000 RSUs and $91,000 cash .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director compensation | None disclosed for non-employee directors; RSU retainers are time-based rather than tied to financial metrics |
| Director equity vesting mechanics | Annual RSU retainer vests fully immediately prior to next annual meeting or one year from grant, whichever is earlier |
Other Directorships & Interlocks
| Company | Relationship to HBIO | Risk/Interlock Notes |
|---|---|---|
| Visioncare Inc | External directorship | No HBIO-related transactions disclosed; no interlocks with HBIO customers/suppliers noted . |
| Oaktree Capital Management (employer) | Investment firm | Potential conflict only if Oaktree holds or transacts in HBIO securities; no Schedule 13G filings by Oaktree found among HBIO holders; no related-party transactions disclosed in proxy search [Search: 13G results show Weber Capital, BlackRock, Leviticus—not Oaktree] . |
Expertise & Qualifications
- 30 years in healthcare equity research/valuation across life sciences, pharma, devices, and services .
- Recognized life sciences financing/lending expertise; expected to contribute to financial strategy and governance .
- Education: B.A. (Economics, American University); M.B.A. (University of Maryland) .
Equity Ownership
| Metric | Value | As of/Source |
|---|---|---|
| Total beneficial ownership (common) | 0 shares | Initial Form 3 filed (event date 09/05/2025; filed 10/07/2025) states “No securities are beneficially owned.” |
| RSUs granted (initial) | 110,000 units | Appointment compensation |
| Options held | Not disclosed | No options referenced for DeNelsky |
| Pledged shares | None disclosed | No pledging disclosure noted |
| Ownership guidelines | ≥3x annual cash retainer within 5 years; unvested RSUs included; stock options excluded | Company policy for non-employee directors |
Insider Filings
| Filing | Date of Event | Filed Date | Key Disclosure |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 09/05/2025 | 10/07/2025 | “No securities are beneficially owned.” |
| Exhibit 24 (Power of Attorney – electronic signatures) | 10/06/2025 | 10/07/2025 | Electronic signature attestation |
Governance Assessment
- Board role and engagement: DeNelsky joins the Nominating & Governance Committee—aligned with governance oversight and board refresh efforts; LID structure and regular executive sessions support board independence and effectiveness .
- Alignment and incentives: Initial Form 3 shows zero beneficial ownership at appointment, but the RSU grant and ownership guidelines (≥3x cash retainer within five years, with unvested RSUs included) should build alignment over time; monitor subsequent Form 4 filings for accumulation and vesting .
- Compensation structure signal: The Board cut director aggregate retainers from ~$190k to ~$135k and standardized the mix to 110,000 RSUs plus $91,000 cash; this downward adjustment suggests sensitivity to shareholder concerns over director pay levels and moves compensation toward defined standards .
- Conflicts/related party exposure: Company states no arrangement relating to his selection and no family relationships. No Oaktree beneficial ownership filings found among HBIO’s Schedule 13G holders; proxy search did not surface related-party transactions tied to DeNelsky/Oaktree—continue to monitor for financing or transactional ties given his employer’s activities .
- Shareholder feedback context: 2025 say‑on‑pay received 23,840,892 “For,” 2,542,426 “Against,” 368,878 “Abstain,” with 5,066,123 broker non‑votes—an overall supportive backdrop for compensation governance .
RED FLAGS to monitor: initial “0 shares” beneficial ownership until RSUs vest/accrue ; any future pledging/hedging; any Oaktree-related transactions with HBIO; persistent listing/compliance issues would be company-level governance risk (not directly tied to DeNelsky; monitor filings).