Roberto Rios
About Roberto Rios
Roberto Rios, CPA, was appointed as a non-employee director of bioAffinity Technologies (BIAF) on August 12, 2025, with an initial term expiring at the 2026 annual meeting . He brings more than four decades of executive leadership in corporate finance and governance across biotechnology, medical devices, and large-scale construction, including financial leadership roles at ILEX Oncology, BioMedical Enterprises, and Bartlett Cocke General Contractors; he currently serves on the boards of CCC Group and Stem Cell Reserve . At appointment, he was named Chair of the Audit Committee and a member of the Compensation Committee, signaling board reliance on his financial and governance expertise . As of the November 2025 record date, he beneficially owned 833 shares of BIAF common stock, less than 1% of the outstanding shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ILEX Oncology | Financial leadership roles | Not disclosed | Finance and governance leadership |
| BioMedical Enterprises | Financial leadership roles | Not disclosed | Finance and operational excellence |
| Bartlett Cocke General Contractors | Financial leadership roles | Not disclosed | Large-scale construction finance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| CCC Group | Board member | Not disclosed as public | Current board service |
| Stem Cell Reserve | Board member | Not disclosed as public | Current board service |
Board Governance
- Committee assignments: Audit Committee Chair and Compensation Committee member (effective August 12, 2025) .
- Term: Initial term to 2026 annual meeting .
- Independence and conflicts: Company disclosed no related-party transactions for Rios requiring Item 404(a) disclosure at appointment; annual compensation to be consistent with other non-employee directors . Audit Committee service is subject to independence standards under SEC Rule 10A-3 and Nasdaq rules per the Company’s chartered practice .
- Board/committee attendance culture: In 2024, each then-current director attended at least 75% of Board and applicable committee meetings; Board held 4, Audit 4, Compensation 1, Nominating 1 . (Rios joined in 2025; no attendance data disclosed for him.)
Committee Roles
| Committee | Role | Effective Date |
|---|---|---|
| Audit | Chair | Aug 12, 2025 |
| Compensation | Member | Aug 12, 2025 |
Fixed Compensation
- The Company stated Rios’ annual compensation will be consistent with other non-employee directors (cash fees plus equity grants) .
Company non-NEO director compensation (FY 2024 context):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Robert Anderson | 25,000 | 112,498 | — | 137,498 |
| Stuart Diamond | 30,000 | 112,498 | — | 142,498 |
| Peter Knight | 27,500 | 112,498 | — | 139,998 |
| Gary Rubin | 27,500 | 112,498 | — | 139,998 |
| Roby Joyce | 25,000 | 112,498 | 474,407 | 611,905 |
| Jamie Platt | 26,875 | 112,498 | — | 139,373 |
Notes: As of Dec 31, 2024, each non-NEO director held 8,449 unvested restricted shares; outstanding, currently exercisable options by director were also disclosed (e.g., Anderson 39,281; Knight 28,568; Rubin 32,139) .
Performance Compensation
Director equity program metrics (FY 2024 context; Rios joined in 2025 and his grant specifics not disclosed):
| Metric | Value |
|---|---|
| Annual director restricted stock grant – grant date fair value | $112,498 per non-NEO director (FY 2024) |
| Unvested restricted stock per director at 12/31/2024 | 8,449 shares |
| Options outstanding (currently exercisable) – examples | Anderson 39,281; Knight 28,568; Rubin 32,139 |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks/Conflicts |
|---|---|---|---|
| CCC Group | Board member | Not disclosed | None disclosed with BIAF |
| Stem Cell Reserve | Board member | Not disclosed | None disclosed with BIAF |
Expertise & Qualifications
- Certified Public Accountant with >40 years in corporate finance and governance across biotech, medical devices, and construction, including leadership at ILEX Oncology, BioMedical Enterprises, and Bartlett Cocke .
- Appointed Audit Committee Chair, reflecting financial reporting, controls, and audit oversight expertise; Compensation Committee member, indicating exposure to executive/director pay governance .
- Additional governance background via current board service at CCC Group and Stem Cell Reserve .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Roberto Rios | 833 | <1% | Direct ownership; no options/warrants disclosed for Rios |
| Shares outstanding (reference base) | 3,633,815 | — | Record date Nov 4, 2025 |
Ownership guidelines: The Company does not have formal stock ownership guidelines for directors (ownership encouraged; facilitated via options and restricted stock awards) .
Governance Assessment
- Board effectiveness: Immediate elevation to Audit Chair and addition to Compensation Committee indicates strong trust in Rios’ financial and governance skill set. Audit oversight responsibilities at BIAF explicitly include related-party transaction review, financial reporting integrity, and compliance—aligning with his CPA background and cross-industry finance experience .
- Independence and conflicts: No related-party transactions requiring Item 404(a) disclosure at appointment; Audit Committee membership requires independence under SEC and Nasdaq rules per Company practice—both are positive signals for investor confidence .
- Ownership alignment: Current holding of 833 shares (<1%) is modest; as a newly appointed director, future equity grants under the standard director program should improve alignment over time . The Company lacks formal director ownership guidelines, a governance gap relative to best practice; however, equity grants are used to encourage ownership .
- Compensation structure: Non-employee director compensation historically mixes cash retainers with meaningful equity (restricted stock) and, in some cases, options—balanced incentives with at-risk equity exposure. Rios’ compensation will be consistent with this structure; no discretionary anomalies disclosed .
- RED FLAGS and watch items:
- Low initial ownership is typical for recent appointees but is a watch item until equity grants vest and accumulate .
- Significant expansion of the equity plan capacity proposed in late 2025 (to 750,000 shares) raises general dilution considerations; however, this is a company-wide capital decision rather than Rios-specific and was recommended by the Board for stockholder approval .
- No related-party exposure or conflicts disclosed for Rios; no hedging/pledging, legal proceedings, or compensation repricing issues identified in filed documents—no director-specific red flags at this time .