Maria Zannes
About Maria Zannes
Maria Zannes, JD, is President, Chief Executive Officer, and Director of bioAffinity Technologies since March 2014. She is 69, with a BA in Journalism (University of New Mexico) and a JD (University of Puget Sound), and brings 30+ years of executive management experience across medical, environmental, and energy sectors . The company’s 2024 Management Incentive Bonus Plan tied NEO bonuses to capital raising, PPLS sales/profit, DoD collaboration, and timely SEC filings, with all measures achieved at target for 2024; Maria’s bonus was approved at $60,000 (50% cash, 50% restricted stock), indicating alignment to operational execution rather than TSR or EBITDA metrics in the latest proxy disclosures . No TSR, revenue, or EBITDA performance metrics or results for her tenure were disclosed in the proxies.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Recovery Council | President | Not disclosed | Led national trade group for waste-to-energy; industry positioning and advocacy |
| ECOS Corporation (subsidiary of Burlington Environmental) | General Manager | Not disclosed | Managed operations and projects in environmental sector |
| Wheelabrator Technologies, Inc. | Project Manager | Not disclosed | Developed, negotiated, and financed renewable energy facilities |
| U.S. Congress – Office of Rep./Sen. Charles Wilson (D‑TX) | Legislative aide (energy policy, law) | Not disclosed | Policy expertise; built regulatory understanding |
| Voice of America; Associated Press | Journalist | Not disclosed | Communications background; stakeholder engagement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia University | Co‑founder, two engineering research centers | Not disclosed | Advanced research in WTE/engineering; industry recognition |
| State of New Mexico | Licensed attorney | Not disclosed | Legal credentials applicable to governance and compliance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 261,671 | 291,666 (incl. 2024 accruals) |
| CEO Salary Schedule | — | $260,000 through Oct 31, 2024; $300,000 effective Nov 1, 2024 |
| Director Cash Retainer ($) | — | 25,000 (CEO also serves as director) |
| Target Bonus (%) of Base | Not disclosed | 20% of base (maximum 30%) |
| Cash Bonus Paid/Accrued ($) | 37,500 (disclosed as bonus in 2023 SCT) | 30,000 cash (50% of $60,000 bonus; accrued in 2024, payable 2025) |
| Perquisites ($) | — | 5,491 (payroll tax reimbursements on RS grants) |
Notes:
- 2024 salary line reflects payroll timing and director fees per footnote; CEO base formally increased to $300,000 from Nov 1, 2024 .
- 2024 total bonus approved was $60,000; 50% cash ($30,000, accrued in 2024) and 50% restricted stock granted on Jan 10, 2025, which will appear in 2025 compensation reporting .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Secure adequate financing | 25% | Not disclosed | Achieved at target | Part of $60,000 total bonus (50% cash; 50% RS) | RS portion granted Jan 10, 2025; share count determined by closing price (not disclosed) |
| PPLS sales and profit | 45% | Not disclosed | Achieved at target | Included in total payout above | As above |
| Advance DoD collaboration | 25% | Not disclosed | Achieved at target | Included in total payout above | As above |
| Timely SEC filings | 5% | Not disclosed | Achieved at target | Included in total payout above | As above |
Plan features and governance:
- 2024 Management Incentive Bonus Plan administered by Compensation Committee; awards paid upon certification; discretionary reduction possible; timing of payment by March 15 following plan year .
- Equity awards issued pursuant to the Company’s equity plans; 2024 Plan prohibits repricing or cancel‑and‑regrant without stockholder approval .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Direct/Common | Unvested Restricted (votes, non-dispositive) | Options Exercisable | Warrants Exercisable | Pledging/Hedging |
|---|---|---|---|---|---|---|---|
| May 29, 2025 (pre‑split) | 440,249 | 1.54% (28,459,541 shares o/s) | 280,259 | 30,326 | 56,422 | 103,568 | Hedging and short sales prohibited by policy; no pledging disclosure |
| Nov 4, 2025 (post‑split) | 11,886 | <1% (3,633,815 shares o/s) | 9,340 (incl. 411 unvested RS with voting rights) | 411 | 1,761 | 3,451 | Policy unchanged |
Vesting pipelines and potential selling pressure:
- 2024 RS grants vest monthly over 12 months (e.g., grants dated Jan 31, 2024 and Jul 1, 2024) .
- Options outstanding (samples): multiple legacy grants exercisable with strikes from $4.20–$7.70 and expirations spanning 2025–2031, potentially in/near-the-money post corporate actions; see table below .
Outstanding Equity Awards (selected detail at Dec 31, 2024)
| Grant Date | Type | Quantity | Strike/Terms | Expiration | Vesting |
|---|---|---|---|---|---|
| 1/31/2024 | Restricted Stock | 1,995 | — | — | Equal monthly over 12 months |
| 7/1/2024 | Restricted Stock | 19,709 | — | — | Equal monthly over 12 months |
| 7/27/2015 | Option | 3,571 | $4.20 | 7/26/2025 | Vested (exercisable) |
| 7/25/2016 | Option | 3,571 | $7.00 | 7/24/2026 | Vested (exercisable) |
| 5/7/2018 | Option | 7,142 | $7.70 | 5/6/2028 | Vested (exercisable) |
| 12/16/2021 | Option | 7,142 | $4.20 | 12/15/2031 | Vested (exercisable) |
Ownership guidelines and compliance:
- No formal stock ownership guidelines for directors; executive guidelines not disclosed .
Employment Terms
| Item | Terms |
|---|---|
| Employment Agreement (CEO) | Zannes Employment Agreement (Feb 1, 2015), amended July 26, 2023 and Jan 10, 2025; CEO base salary increased to $260,000 (Aug 1, 2023) then $300,000 (effective Nov 1, 2024) |
| Term/Notice | At-will; CEO must give at least 90 days’ notice to terminate |
| Severance (no Cause) | 12 months of base salary via salary continuation; up to 12 months healthcare premium reimbursement |
| Change-of-Control | 2024 Equity Plan permits plan administrator discretion to accelerate vesting and deem performance achieved at target upon change in control; no CEO-specific CoC cash multiple disclosed |
| Clawback | Board-adopted clawback for erroneously awarded incentive-based compensation for the 3 prior fiscal years in case of accounting restatement; no misconduct requirement |
| Hedging/Short Sales | Prohibited for employees, officers, and directors; insider trading policy with compliance officer approval for Rule 10b5‑1 plans |
| Non‑compete/Non‑solicit | Not disclosed |
| Deferred Compensation | None disclosed for CEO; Executive Chairman defers cash compensation under separate agreement (context) |
| Retirement Plan | Defined contribution plan; currently no employer match |
Board Governance
- Board and committees: Audit, Compensation, Nominating & Corporate Governance; Maria serves as CEO and Director; Executive Chairman role is separate (Steven Girgenti), mitigating CEO/Chairman dual-role risks .
- Committee independence: Non‑employee directors deemed independent per Nasdaq rules; Audit Chair (post‑meeting) Peter Knight; Compensation Chair Peter Knight; Nominating Chair Gary Rubin .
- Attendance: In 2024, Board held 4 meetings; Audit 4; Compensation 1; Nominating 1; each director attended ≥75% of meetings of Board/committees served .
- Family relationship: Maria Zannes is the sister of EVP/GC/Secretary Timothy P. Zannes, a governance consideration for independence and related‑party oversight .
Director Compensation (CEO serving also as director)
| Component | Amount/Structure |
|---|---|
| Annual Cash Retainer | $25,000; paid quarterly |
| Committee Chair Fees | Audit $5,000; Compensation $2,500; Nominating $2,500 (not applicable to CEO unless chairing) |
| Annual Equity Grant | Restricted stock ~$75,000 grant‑date value; vests monthly over 12 months |
| CEO Director Stock Awards | 2024 stock awards include $112,498 for director service; footnote also cites $37,500 for annual bonus in stock awards line |
Compensation Structure Analysis
- Equity mix rising: Stockholder proposal seeks to increase 2024 Equity Incentive Plan pool from 66,666 to 750,000 shares (~20% fully diluted), enabling more equity grants and retention tools amid talent competition; repricing/cancel‑and‑regrant prohibited without stockholder approval .
- Dilution overhang: Special meeting proposals (warrant exercise, anti‑dilution adjustments for warrants and Series B Preferred) indicate substantial potential future issuances; management notes dilution and price pressure risks to common stock .
- Pay for performance: Bonus plan explicitly tied to financing, PPLS performance, DoD collaboration, SEC filing timeliness; all met at target for 2024, supporting management execution alignment .
Related-Party Transactions
- PPLS acquisition (subsidiary) from Village Oaks (Dr. Roby Joyce): $3.5 million consideration including 564,972 restricted shares to the Joyce Trust; Dr. Joyce now Board member and PPLS Medical/Lab Director; ongoing related‑party oversight via Audit Committee .
Investment Implications
- Alignment: CEO compensation incorporates at‑risk components linked to financing and PPLS performance; equity grants vest monthly, creating steady vesting pipelines and potential incremental selling as shares vest .
- Dilution risk: Proposals for warrant exercises and anti‑dilution adjustments, plus large equity plan increase, point to continued capital markets reliance and share issuance risk; monitor vote outcomes and subsequent offerings .
- Governance: Separation of CEO and Executive Chairman mitigates concentration of power; however, sibling relationship with EVP/GC merits scrutiny on independence in sensitive matters .
- Retention: CEO severance (12 months salary + benefits) and equity programs support retention; clawback and anti‑hedging policies are shareholder‑friendly .
- Trading signal: Monthly RS vesting and legacy options/warrants outstanding could contribute to episodic insider selling pressure; monitor Form 4s and vesting calendars for supply dynamics .
Sources:
- 2025 Annual DEF 14A (June 2, 2025): **[1712762_0001641172-25-013280_formdef14a.htm:3]** **[1712762_0001641172-25-013280_formdef14a.htm:8]** **[1712762_0001641172-25-013280_formdef14a.htm:9]** **[1712762_0001641172-25-013280_formdef14a.htm:10]** **[1712762_0001641172-25-013280_formdef14a.htm:11]** **[1712762_0001641172-25-013280_formdef14a.htm:12]** **[1712762_0001641172-25-013280_formdef14a.htm:43]** **[1712762_0001641172-25-013280_formdef14a.htm:48]** **[1712762_0001641172-25-013280_formdef14a.htm:49]** **[1712762_0001641172-25-013280_formdef14a.htm:50]** **[1712762_0001641172-25-013280_formdef14a.htm:51]** **[1712762_0001641172-25-013280_formdef14a.htm:52]** **[1712762_0001641172-25-013280_formdef14a.htm:55]** **[1712762_0001641172-25-013280_formdef14a.htm:56]** **[1712762_0001641172-25-013280_formdef14a.htm:57]** **[1712762_0001641172-25-013280_formdef14a.htm:59]**
- 2025 Special Meeting DEF 14A (Nov 7, 2025): **[1712762_0001493152-25-021269_formdef14a.htm:4]** **[1712762_0001493152-25-021269_formdef14a.htm:18]** **[1712762_0001493152-25-021269_formdef14a.htm:20]** **[1712762_0001493152-25-021269_formdef14a.htm:23]** **[1712762_0001493152-25-021269_formdef14a.htm:29]**
- Share counts and records: **[1712762_0001641172-25-013280_formdef14a.htm:57]** **[1712762_0001493152-25-021269_formdef14a.htm:5]** **[1712762_0001493152-25-021269_formdef14a.htm:29]**