Michael Edwards
About Michael Edwards
J. Michael Edwards (58) is Chief Financial Officer of bioAffinity Technologies, appointed effective November 5, 2024, after serving as interim CFO in September–October 2024; he previously consulted as the company’s CFO from 2014–2016 and 2017–2023, and helped oversee BIAF’s 2022 IPO. He is a CPA with an MBA from UT McCombs and a BBA from UT San Antonio, and earlier held finance roles at CytoBioscience (CFO), OncoVista (CFO), BioNumerik, Ilex Oncology, U.S. Global Investors, and PwC . In 2024, BIAF revenue grew approximately 270% to $9.4 million as CyPath Lung commercialization accelerated, while management initiated ~$4 million in annual cost reductions at PPLS in early 2025; the auditor nonetheless included a going-concern paragraph for 2024, underscoring execution and financing risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| bioAffinity Technologies | CFO (consulting) | 2014–2016; 2017–May 1, 2023 | Set up public company financial infrastructure; helped oversee 2022 IPO |
| bioAffinity Technologies | Interim CFO | Sep 15, 2024–Oct 31, 2024 | Stabilized finance function pending permanent appointment |
| bioAffinity Technologies | CFO (appointed) | Effective Nov 5, 2024–present | Lead long-term financial and strategic direction during CyPath Lung commercialization |
| CytoBioscience Inc. | Chief Financial Officer | 2016–2017 | Finance leadership at life-sciences instrumentation firm |
| OncoVista Innovative Therapies | Chief Financial Officer | Prior to 2016 | CFO at targeted oncology biotech |
| BioNumerik Pharmaceuticals; Ilex Oncology; U.S. Global Investors | Finance/Controller roles | Earlier career | Public-company finance grounding in pharma and asset management |
| PricewaterhouseCoopers LLP | Auditor (CPA) | Career start | Public accounting foundation |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $50,000 (partial year) | $300,000 per employment agreement |
| Target Annual Bonus (% of base) | 20% (pro‑rated) | Not disclosed (eligible under incentive plan) |
| Sign‑on Cash Bonus ($) | $50,000 | — |
Performance Compensation
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Annual cash incentive (Management Incentive Bonus Plan) | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Annual cash bonus (FY2024) | Not disclosed | 20% of base (pro‑rated) | $5,000 | 10% of 2024 base (derived from $5,000/$50,000; underlying figures cited) | Cash (paid/owed per plan) |
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Equity awards | Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule | Accelerated Vesting | |---|---|---:|---:|---|---| | Restricted Stock (sign‑on) | Nov 5, 2024 | 100,000 | $134,000 | 25% on 11/5/2024; 25% on each of 11/5/2025, 11/5/2026, 11/5/2027 | Upon change of control or termination by Company without cause |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 134,787 shares; less than 1% of outstanding (28,459,541 shares as of May 29, 2025) |
| Breakdown noted | Includes 79,115 unvested restricted shares (voting rights but no dispositive power) and 14,658 warrants currently exercisable |
| Vested vs Unvested (12/31/2024) | 75,000 unvested restricted shares (market value $68,250 at 12/31/24) |
| Option/Option‑like exposure | No option grants disclosed in 2024; 14,658 warrants exercisable |
| Pledging/Hedging | Company insider policy requires pre‑clearance for all officer trades and restricts trading to windows; prohibits short sales, puts/calls, and similar derivative positions; no explicit pledging prohibition disclosed in provided filings |
| Ownership guidelines | No executive stock ownership guideline disclosure identified in provided filings (EGC scaled disclosure) |
- Time‑based vesting (potential selling pressure around vest dates; subject to trading windows and pre‑clearance): | Vest Date | Shares Vesting | |---|---:| | 11/05/2024 | 25,000 | | 11/05/2025 | 25,000 | | 11/05/2026 | 25,000 | | 11/05/2027 | 25,000 |
Employment Terms
| Term | Key provisions |
|---|---|
| Start/Term | Start Nov 5, 2024; initial 1‑year term; auto‑renews for successive 1‑year periods unless terminated |
| Base/Bonus | Base salary $300,000; eligible for annual cash and equity bonuses under the Management Incentive Bonus Plan |
| Sign‑on | $50,000 cash plus 100,000 restricted shares (see vesting above) |
| Severance (Company w/o Cause) | Salary continuation at then‑current base through the later of (a) end of initial term or (b) 12 months from termination; pro‑rated bonus if similarly situated employees receive; company‑paid group health benefits for employee and dependents during severance period; non‑compete during severance, capped at one year |
| Death/Disability | Lump‑sum continuation of base salary for 3 months (death) or 12 months (disability), plus accrued obligations and benefits per plans |
| Change‑of‑Control | Accelerated vesting of sign‑on restricted stock upon change of control (single‑trigger for that award) |
| Cause definition | Includes felony/fraud/moral turpitude, continued refusal to perform after notice, fraud/embezzlement, gross misconduct/negligence with substantial effect, or breach of covenants |
| Restrictive covenants | Non‑compete (as above), non‑disparagement, confidentiality (perpetual), IP assignment, and non‑solicit; benefit forfeiture for specified breaches |
| Trading policy overlay | Pre‑clearance for all officers; trading only within prescribed windows; prohibition on short sales and derivatives; 10b5‑1 plans permitted subject to conditions |
Performance & Track Record
- Oversaw bioAffinity’s 2022 IPO during prior consulting CFO tenure and returned to lead finance in late 2024 as commercialization scaled .
- 2024 revenue increased ~270% to $9.4 million, driven by PPLS acquisition and CyPath Lung test growth; management announced ~$4 million in annual cost savings to refocus on higher‑margin diagnostics in 2025 .
- Signed 2024 10‑K CEO/CFO certifications; auditor included a going‑concern explanatory paragraph for 2024, reflecting continued financing and execution risk at this stage .
Compensation Structure Analysis
- Mix and risk: 2024 compensation included a time‑based, single‑trigger sign‑on equity award ($134,000 grant date value), modest pro‑rated base ($50,000) and a small performance bonus ($5,000), indicating retention‑oriented equity with limited performance linkage in the first year .
- Incentive design: The 2024 target bonus was 20% of base (pro‑rated), but metric weightings were not disclosed; actual payout equated to ~10% of 2024 base, suggesting measured use of cash incentives during transition .
- Potential red flags: Single‑trigger accelerated vesting of the sign‑on stock on change‑of‑control can reduce alignment at the transaction moment; however, equity is otherwise time‑based rather than option‑based, limiting leverage risk .
- Governance overlays: Pre‑clearance, trading windows, and prohibitions on short sales/derivatives mitigate near‑term selling pressure, though annual vest dates (each Nov 5) remain potential liquidity events .
SAY‑ON‑PAY & Shareholder Feedback
- As an Emerging Growth Company, BIAF is exempt from holding an advisory say‑on‑pay vote, and provides scaled executive compensation disclosures .
Investment Implications
- Alignment and retention: Time‑based equity and 12‑month severance for termination without cause create retention stability but limited direct pay‑for‑performance linkage in the initial year; watch for future grants with explicit performance metrics as commercialization matures .
- Selling pressure and liquidity: Annual vesting of 25,000 shares on Nov 5 through 2027 may create episodic insider sale windows; company policy mitigates via pre‑clearance and trading windows, but investors should monitor Form 4s around vest dates .
- COC economics: Single‑trigger acceleration on the sign‑on RSA is modest in size but could slightly misalign incentives at deal close; otherwise, no outsized golden parachute multiples disclosed .
- Execution risk: Despite strong 2024 revenue growth and planned cost reductions, the going‑concern paragraph highlights financing dependence; CFO credibility (IPO track record, certifications) is a support, but continued capital access and scaling of CyPath Lung are critical drivers for equity value .