Robert Anderson
About Robert Anderson
Robert Anderson (age 84) has served as an independent director of bioAffinity Technologies, Inc. since March 2014. He has 50+ years of healthcare industry experience, including executive roles at CIBA Pharmaceutical, Becton Dickinson, Pfizer, Parke-Davis/Warner-Lambert, Schering-Plough (Key Pharmaceuticals Division), and Centocor, and later as COO of Physicians World Communications Group; he currently consults in healthcare marketing. Anderson holds a BA in political science from Rutgers University and has been affirmed by the Board as independent under Nasdaq rules .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Schering-Plough (Key Pharmaceuticals Division) | Vice President of Marketing | Marketing leadership; product positioning expertise cited by Board |
| Centocor, Inc. | Vice President of Marketing | Commercial strategy experience |
| Physicians World Communications Group | Chief Operating Officer | Operational leadership in medical education |
| CIBA Pharmaceutical; Becton Dickinson; Pfizer; Parke-Davis/Warner-Lambert; Schering-Plough; Centocor | Executive positions (titles not disclosed) | Broad pharma/medtech executive background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No other public company directorships disclosed in proxy materials | — | — |
Board Governance
- Independence: Board determined Anderson is independent under Nasdaq rules; he meets committee independence standards .
- Committee memberships (current as of May 29, 2025): Audit Committee (member); Nominating & Corporate Governance Committee (member). Audit Committee chair to transition to Peter Knight post-Annual Meeting; Anderson remains a member .
- Prior committee service (2024): Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (member) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2023 and 2024 .
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held (companywide) | 5 | 4 |
| Audit Committee meetings held | 4 | 4 |
| Compensation Committee meetings held | 2 | 1 |
| Nominating & Governance Committee meetings held | 1 | 1 |
| Anderson attendance | ≥75% | ≥75% |
Fixed Compensation
- Program terms (adopted Nov 21, 2022): Annual cash retainer $25,000; Board Chair +$10,000; Audit Chair +$5,000; Compensation Chair +$2,500; Nominating & Governance Chair +$2,500; quarterly restricted stock award valued at $18,750 per quarter, vesting after three months .
| Component | Program (cash $/year) | Notes |
|---|---|---|
| Director cash retainer | 25,000 | Paid quarterly |
| Audit Committee chair | 5,000 | Paid quarterly |
| Compensation Committee chair | 2,500 | Paid quarterly |
| Nominating & Governance chair | 2,500 | Paid quarterly |
| Meeting fees | — | Not specified; not disclosed |
| Equity grant (quarterly) | 18,750 (fair value) | Time-based restricted stock; 3-month vesting |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 25,000 | 74,996 | 99,996 |
| 2024 | 25,000 | 112,498 | 137,498 |
Performance Compensation
- Equity grants: time-based restricted stock (quarterly) vesting after three months; proxy does not disclose performance metrics tied to director compensation .
| Performance Metric | Disclosure Status |
|---|---|
| Revenue growth | Not disclosed for director awards; equity is time-based restricted stock |
| EBITDA/EBIT margin | Not disclosed for director awards; equity is time-based restricted stock |
| TSR percentile | Not disclosed for director awards; equity is time-based restricted stock |
| ESG goals | Not disclosed for director awards; equity is time-based restricted stock |
| Outstanding Equity (as of 12/31/2024) | Quantity |
|---|---|
| Options (currently exercisable) | 39,281 |
| Unvested restricted shares (director total per person) | 8,449 |
- Insider trading policy: Company prohibits short sales and hedging (puts/calls/shorts) by directors, officers, and employees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed in proxy for Anderson |
| Interlocks with competitors/suppliers/customers | Not disclosed; no related-party transactions involving Anderson referenced in materials reviewed |
Expertise & Qualifications
- 50+ years in healthcare across pharma/medtech, with VP Marketing roles at Schering-Plough (Key Pharmaceuticals) and Centocor; COO at Physicians World; current healthcare marketing consultant .
- Financial literacy for Audit Committee service; Board determined Audit Committee members are financially literate; Anderson is an Audit Committee member .
- Independent under Nasdaq rules; eligible for Audit and Compensation Committee service .
Equity Ownership
| Metric | Aug 30, 2024 | Nov 15, 2024 | May 29, 2025 | Nov 4, 2025 |
|---|---|---|---|---|
| Shares beneficially owned | 223,215 | 223,215 | 223,215 | 6,654 |
| Percent of class | 1.65% | 1.43% | <1% | <1% |
Breakdown (as disclosed in footnotes):
| Component | Aug 30, 2024 | Nov 15, 2024 | May 29, 2025 | Nov 4, 2025 |
|---|---|---|---|---|
| Common shares owned | 163,936 | 163,936 | 163,936 | 5,464 |
| Unvested restricted shares (voting rights only) | 95,007 | 22,523 | 5,634 | — (not disclosed) |
| Options (currently exercisable) | 39,281 | 39,281 | 39,281 | 1,190 |
| Warrants (currently exercisable) | 19,998 | 19,998 | 19,998 | 666 |
Note: The November 4, 2025 proxy table reports 6,654 shares beneficially owned and footnotes include 5,464 shares, 1,190 options, and 666 warrants; share counts reflect corporate actions and the SEC 60‑day exercisability standard .
Insider filings:
| Date | Filing | Note |
|---|---|---|
| Mar 29, 2024 | Form 4 | Company notes one transaction filed for Anderson; Section 16 compliance otherwise timely |
Governance Assessment
- Board effectiveness: Anderson brings deep commercial and marketing expertise valuable for a diagnostics company; he serves on key oversight committees (Audit; Nominating & Governance), with consistent ≥75% meeting attendance and independence affirmed by the Board, supporting governance quality .
- Alignment: Director pay blends modest cash ($25k) with equity grants; Anderson also holds options and warrants, providing some equity alignment. No pledging disclosures were found; the company prohibits hedging and short sales, which supports alignment .
- Conflicts and related-party exposure: Anderson’s ongoing consulting to healthcare companies warrants monitoring for potential related-party transactions; the Audit Committee reviews related-party transactions under its charter. The proxies reviewed do not disclose related-party transactions involving Anderson .
- Signals: Committee rotation to install Peter Knight as Audit Chair suggests continued emphasis on financial oversight; Anderson remaining as Audit member preserves continuity. No red flags identified on attendance or say-on-pay in the reviewed materials; director equity is time-based, with no disclosed performance metrics—neutral for pay-for-performance but typical for director compensation .
RED FLAGS to monitor
- Any future consulting engagements that create supplier/customer ties with BIAF or its affiliates (related-party risk) .
- Modifications/repricing of director equity awards or introduction of guaranteed compensation beyond stated program terms (not observed in reviewed proxies) .