John Oppenheimer
About John J. Oppenheimer
Appointed to BIAF’s Board on August 12, 2025 for an initial term through the 2026 annual meeting; he is a non‑employee director assigned to the Nominating & Corporate Governance Committee . A physician-scientist, he is Director of Clinical Research at Pulmonary and Allergy Associates and Clinical Professor of Medicine at UMDNJ‑Rutgers; he has led 180+ clinical studies, authored 260+ publications, and held leadership posts with AAAAI, ABAI, and ACAAI . As of November 4, 2025, he held no BIAF shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulmonary and Allergy Associates | Director of Clinical Research | Not disclosed | Led 180+ clinical studies; clinical leadership |
| UMDNJ‑Rutgers | Clinical Professor of Medicine | Not disclosed | Academic leadership; publications (260+) |
| American Board of Allergy and Immunology (ABAI) | Leadership roles | Not disclosed | Standards/guidelines influence |
| American Academy of Allergy, Asthma & Immunology (AAAAI) | Leadership roles | Not disclosed | Professional society governance |
| American College of Allergy, Asthma & Immunology (ACAAI) | Leadership roles | Not disclosed | Professional society governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pharmaceutical companies (focused on lung health) | Advisor | Not disclosed | Clinical advisory to pharma on lung health |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (Jamie Platt named Chair); Roberto Rios named Audit Committee Chair; Robert Anderson added to Compensation Committee (context for Board changes) .
- Independence/related‑party: Company disclosed no related‑party transactions requiring Item 404(a) for Dr. Oppenheimer; annual compensation consistent with other non‑employee directors .
- Governance policies: Nominating & Corporate Governance Committee charter covers director selection and governance oversight ; insider trading policy prohibits short sales and hedging by directors .
- Stock ownership guidelines: Company does not have formal director stock ownership guidelines (ownership encouraged; grants used to facilitate) .
Fixed Compensation
BIAF’s non‑employee director compensation program (in effect prior to his appointment; his compensation will be “consistent” with this structure):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Paid quarterly |
| Chairman of the Board cash retainer | $10,000 | Paid quarterly |
| Audit Committee Chair cash retainer | $5,000 | Paid quarterly |
| Compensation Committee Chair cash retainer | $2,500 | Paid quarterly |
| Nominating & Governance Committee Chair cash retainer | $2,500 | Paid quarterly |
| Annual equity grant (RSUs) | ~$75,000 fair value | Vests pro rata monthly over 12 months; directors’ annual equity grants occur July 1 |
| Applicability to Oppenheimer | Consistent with non‑employee directors | Board 8‑K states his annual compensation will match peers |
Performance Compensation
| Equity Type | Grant Timing Policy | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (RSUs) | Annual director grants on July 1 | Pro rata monthly over 12 months | None disclosed for directors (time‑based vesting only) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed in BIAF filings |
Expertise & Qualifications
- Deep clinical research leadership in asthma/COPD; 180+ clinical studies and 260+ publications .
- Senior roles in allergy/immunology professional bodies (AAAAI, ABAI, ACAAI), indicating domain governance expertise .
- Academic credential as Clinical Professor; advisor to lung‑health pharmaceutical firms, relevant to BIAF’s diagnostics focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John J. Oppenheimer | 0 | 0.00% (based on 3,633,815 shares outstanding as of Nov 4, 2025) |
Governance Assessment
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Committee engagement: Placement on the Nominating & Corporate Governance Committee supports active involvement in director selection and governance policy .
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Independence/conflicts: No Item 404(a) related‑party transactions; compensation as non‑employee director suggests independence under Nasdaq norms, though a formal independence determination for him isn’t disclosed in these filings .
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Alignment: Director pay includes meaningful equity via annual RSUs, but he held no BIAF shares as of the November 2025 record date, indicating initial “skin‑in‑the‑game” is low until grants/accumulation occur .
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Policies: Prohibition on short sales/hedging reduces misalignment risk; absence of formal director ownership guidelines may weaken long‑term alignment expectations .
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RED FLAGS:
- No share ownership as of Nov 4, 2025 (alignment gap until equity grants accumulate) .
- No formal director stock ownership guidelines at BIAF (policy gap) .
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Mitigants:
- RSU grants vest monthly and are part of the standard director package, providing forthcoming alignment if/when granted post‑appointment .
- No related‑party transactions disclosed; assignment to governance committee aligns with independence expectations .