Roby Joyce
About Roby Joyce
Roby P. Joyce, MD (age 77 as of May 29, 2025) has served on bioAffinity’s Board since September 14, 2023. He is board-certified in anatomic and clinical pathology (CAP) and neurology (ABPN), and serves as Medical Director and Laboratory Director of Precision Pathology Laboratory Services (PPLS), a wholly owned subsidiary of bioAffinity. Dr. Joyce founded Village Oaks Pathology Services in 2008; Village Oaks’ pathologists provide interpretation services to PPLS. He holds an MD and BS in zoology from Louisiana State University, completed an internship at Fitzsimons Army Medical Center (Denver), a neurology residency at Letterman Army Medical Center/UC Moffett Hospital (San Francisco), and a pathology residency at Brooke Army Medical Center (San Antonio) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Oaks Pathology Services | Founder; Owner of medical professional association | Founded 2008; ongoing | Developed and operated successful pathology lab offering CyPath Lung (LDT) prior to acquisition; extensive relationships with physician practices/hospital systems |
| Precision Pathology Laboratory Services (PPLS) | Medical Director and Laboratory Director | Since Sept 18, 2023 | Leads CAP-accredited, CLIA-certified clinical pathology lab; continuity of leadership through acquisition |
| Northeast Methodist Hospital (San Antonio) | Chairman of Board of Trustees; Chief of Staff, Methodist Healthcare System | Prior service (dates not disclosed) | Leadership roles across hospital governance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Professional/Academic societies | Leadership roles and committee memberships; speaker; author | 40+ year pathology career | Lead/co-author of numerous scientific articles; leadership roles on dozens of professional organizations/committees |
No current public-company directorships disclosed for Dr. Joyce; roles cited are medical, hospital, and professional organizations .
Board Governance
- Committee memberships: Not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance in 2025 proxy materials (committee rosters show other directors; post–Aug 2025 changes added Rios, Oppenheimer, Platt, Anderson, Knight—no change involving Joyce) .
- Independence: The Board affirmed independence for non‑employee directors Anderson, Diamond, Knight, Rubin, and Platt; Dr. Joyce is not identified as independent—consistent with his executive employment and related‑party arrangements with PPLS/Village Oaks .
- Attendance: In 2024, each current director attended at least 75% of Board and applicable committee meetings; Board met 4 times, Audit 4, Compensation 1, Nominating 1 .
- Years of service: Director since September 14, 2023 .
- Ownership guidelines: The Company “does not have formal stock ownership guidelines for directors”; ownership is encouraged via options/restricted stock awards .
Fixed Compensation
| Year/Component | Amount ($) | Notes |
|---|---|---|
| Director fees (cash), 2024 | 25,000 | Standard non‑employee director cash retainer |
| Other director compensation, 2024 | 474,407 | Reflects amounts beyond grant‑date stock value; likely tied to separate employment arrangements (see Employment Agreement) |
| Base salary (Medical Director/Lab Director, PPLS) | 333,333.34 per year | 3‑year Executive Employment Agreement beginning Sept 18, 2023 |
Severance provisions: If the Joyce Employment Agreement is terminated “for any reason,” including by Dr. Joyce on 60 days’ notice, by the Company for cause, or due to death, he (or his estate) receives base salary for the remainder of the 3‑year term; breach of restrictive covenants triggers immediate termination and forfeiture of all compensation/benefits .
Performance Compensation
| Component | Grant/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Restricted stock (director equity), 2024 | 112,498 grant‑date fair value | Unvested RS at 12/31/2024: 8,449 shares per director | Specific performance metrics for director grants not disclosed; plan permits performance goals at administrator’s discretion |
| Equity plan change‑in‑control terms | N/A | Administrator may accelerate vesting and deem performance achieved at target upon change in control | Plan‑level provision; award‑specific metrics not disclosed |
No bonus targets, EPS/TSR metrics, or option awards disclosed for Dr. Joyce as a director; the equity plan allows RSUs/restricted stock and options, with performance goals at administrator discretion, but award‑specific metrics are not provided .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Village Oaks Pathology Services (medical professional association) | Private | Owner; provides interpretation services to PPLS | Related‑party structure with PPLS (see transactions below) |
No current public-company board interlocks disclosed .
Expertise & Qualifications
- Board‑certified clinical pathologist and neurologist; decades of laboratory leadership, hospital governance, and clinical operations .
- Direct experience leading the lab operations underlying CyPath Lung (LDT), now integrated within PPLS; strong relationships with physician practices and hospital systems .
Equity Ownership
| As-of Date | Direct Shares | Trust/Indirect Shares | Derivatives | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| May 29, 2025 | 66,615 (incl. 5,634 unvested RS) | 583,130 (Joyce Living Trust) | 19,999 warrants (Trust) | 669,744 | 2.35% |
| Nov 4, 2025 | 1,402 (direct) | 20,254 (Joyce Living Trust) | 666 warrants (Trust) | 22,322 | <1% (star footnote) |
- Control/voting: Dr. Joyce is co‑trustee of the Joyce Living Trust with his wife; each may act unilaterally regarding voting and disposition of trust shares .
- Warrant amendments: On Sept 17, 2023, insiders (including Dr. Joyce) consented to amend warrants to delay exercisability until authorized shares were increased; the amendment became moot upon charter amendment on June 5, 2024 .
Related-Party Transactions & Potential Conflicts
- PPLS acquisition of Village Oaks lab assets (Sept 18, 2023): Purchase price $3,500,000; $1,000,000 paid via issuance of 564,972 restricted shares to the Joyce Trust at $1.77 per share (30‑day average), plus assumed leases/contracts; PPLS now owns the CAP‑accredited, CLIA‑certified lab while Village Oaks continues medical services via agreements .
- Management Services Agreement (MSA): PPLS provides comprehensive management services to Village Oaks in exchange for a management fee equal to 70% of Village Oaks’ net revenues; initial term 20 years with two automatic 5‑year renewals; non‑compete on owning/operating similar enterprises for 5 years from effective date without PPLS approval .
- Professional Services Agreement (PSA): Village Oaks provides pathology interpretation services to PPLS; initial 20‑year term with automatic 12‑month renewals .
- Executive Employment Agreement (Dr. Joyce): 3‑year term; base salary $333,333.34/year; severance equal to remaining base salary for any termination (including for cause), forfeiture if restrictive covenants breached .
These structures create ongoing financial ties between Dr. Joyce (via Village Oaks and the Joyce Trust) and the Company’s subsidiary PPLS, constituting related‑party arrangements that typically preclude “independent” status under Nasdaq rules .
Director Compensation (2024)
| Director | Fees Earned ($) | Stock Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Roby Joyce | 25,000 | 112,498 | 474,407 | 611,905 |
- Options: As of Dec 31, 2024, Dr. Joyce held zero director options; each non‑NEO director held 8,449 unvested restricted shares .
Governance Assessment
- Independence and conflicts: Dr. Joyce is not designated independent, consistent with his paid executive role at PPLS and the extensive related‑party agreements with Village Oaks and the Joyce Trust (MSA at 70% of net revenue, PSA, and equity/asset sale). These ties represent persistent conflicts requiring strict Audit Committee oversight of related‑party transactions .
- Severance terms (RED FLAG): The Employment Agreement pays remaining base salary for any termination, including “for cause,” with forfeiture only upon breach of restrictive covenants—an unusually shareholder‑unfriendly severance construct that may weaken discipline and misalign incentives .
- Board effectiveness: No committee assignments listed for Dr. Joyce in 2025, limiting direct influence on audit/compensation/nominating oversight; however, he contributes deep clinical and laboratory expertise relevant to PPLS operations and the CyPath Lung franchise .
- Ownership alignment: Substantial beneficial stake as of May 29, 2025 (2.35%); later filings show reduced reported holdings with <1% on Nov 4, 2025—monitor dilution/warrant exercises and trust holdings for alignment and potential control issues (co‑trustee unilateral voting/disposition) .
- Governance practices: No formal director stock ownership guidelines (alignment risk); Board reports adequate attendance (≥75%) in 2024; committee independence maintained through other members .
Overall, Dr. Joyce’s clinical and lab leadership are strategic assets, but the breadth of related‑party ties, non‑independent status, and atypical severance terms are governance red flags. Continued scrutiny of transaction terms, pricing, and performance outcomes (via Audit Committee processes) is warranted to protect minority shareholders .