Steven Girgenti
About Steven Girgenti
Steven Girgenti is Executive Chairman and Director of bioAffinity Technologies (BIAF), serving as Executive Chairman since November 2014 and on the Board since March 2014. He is 79 and is a Columbia University graduate with a long track record as a healthcare entrepreneur and marketing leader (founder/CEO of Healthworld; CEO/co-founder of DermWorx) . Under his board tenure, BIAF implemented a management incentive plan with objective performance metrics for 2024; financials show sharp revenue growth as the company integrated Precision Pathology and expanded diagnostics. FY 2024 revenue was $9.36M* (vs. $2.53M* in FY 2023) and EBITDA was -$8.35M* (vs. -$7.72M*), reflecting scale-up and investment in commercialization during his tenure as Executive Chairman.* (Values retrieved from S&P Global)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 2,532,499* | 9,362,022* |
| EBITDA ($) | -7,723,636* | -8,347,808* |
| * Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DermWorx Incorporated | CEO & Co-founder | Prior to BIAF (ended by 2008) | Developed nanotechnology formulations for topical drugs; operating/innovation experience in dermatology |
| Healthworld Corporation | Founder & CEO | 1986–2008 | Built a leading global healthcare marketing network; IPO in 1997; accolades from BusinessWeek and Forbes; extensive M&A and scaling experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mt. Sinai Hospital Prostate Disease and Research Center | Vice Chairman, Board of Governors | Ongoing | Executive network and urology/oncology governance exposure |
| Jack Martin Fund (Mt. Sinai-affiliated) | Board of Directors | Ongoing | Pediatric oncology philanthropy and network |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (Exec Chair) | $95,000 | $95,000 | Employment agreement states $120,000 annual base, paid 50% cash/50% restricted stock; 2024 Salary includes $35,000 for director service (Chair retainer) |
| Director Cash Fees (included above) | — | $35,000 | $25k director retainer + $10k Board Chair retainer |
| All Other Compensation | $0 | $8,430 | Reimbursement of payroll tax obligations on restricted stock |
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Financing secured | 25% | Corporate goals per 2024 MIBP | Achieved at target | Included in 20% of base target bonus | 50% cash / 50% RS; cash portion $12,000 for 2024; total $24,000 at target |
| PPLS sales & profit | 45% | Corporate goals per 2024 MIBP | Achieved at target | Same as above | Same as above |
| DoD collaboration | 25% | Corporate goals per 2024 MIBP | Achieved at target | Same as above | Same as above |
| Timely SEC filings | 5% | Corporate goals per 2024 MIBP | Achieved at target | Same as above | Same as above |
Additional detail:
- Target bonus opportunity: 20% of base (max 30%); for 2024 paid at target ($24,000; $12,000 cash, $12,000 RS) .
- 2023 bonus: $18,750 (no MIBP disclosed then) .
Equity Awards – Grants and Vesting (Executive + Director equity)
| Grant Date | Instrument | Shares | Vesting Schedule | Status/Notes |
|---|---|---|---|---|
| 8/9/2023 | Restricted Stock | 26,315 | Cliff vests 8/9/2026 | Outstanding at 12/31/2024 |
| 1/31/2024 | Restricted Stock | 998 | Monthly vest over 12 months | 2024 annual program |
| 2/16/2024 | Restricted Stock | 39,474 | Cliff vests 2/16/2027 | Long-term retention |
| 7/1/2024 | Restricted Stock | 19,709 | Monthly vest over 12 months | Director annual grant cadence |
Outstanding options (all currently exercisable as of 12/31/2024 unless shown otherwise):
| Grant Date | Options (#) | Exercise Price | Expiration |
|---|---|---|---|
| 7/27/2015 | 3,571 | $4.20 | 7/26/2025 |
| 7/25/2016 | 3,571 | $7.00 | 7/24/2026 |
| 4/24/2017 | 3,571 | $7.00 | 4/23/2027 |
| 5/7/2018 | 7,142 | $7.70 | 5/6/2028 |
| 7/26/2019 | 7,142 | $7.70 | 7/25/2029 |
| 7/27/2020 | 7,142 | $7.70 | 7/26/2030 |
| 12/16/2021 | 7,142 | $4.20 | 12/15/2031 |
Notes:
- Quantities reflect pre-reverse-split figures at 12/31/2024; awards are subject to adjustment for subsequent reverse splits and equity plan amendments .
- Plan change-in-control provisions allow the administrator discretion to accelerate vesting/waive conditions; performance goals can be deemed met at target upon change in control (not automatic single-trigger for all cases) .
Equity Ownership & Alignment
Ownership snapshot (most recent):
- As of Nov 4, 2025, beneficial ownership: 60,072 shares (1.6% of outstanding). Breakdown: 35,997 shares common (includes 2,356 unvested RS); 298 shares held by Cranye Girgenti Testamentary Trust (trustee: S. Girgenti); 22,310 warrants (personal); 277 trust warrants; 1,190 options (immediately exercisable) .
- Shares outstanding at Nov 4, 2025: 3,633,815 .
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 60,072 | 1.6% of outstanding |
| Common shares (direct) | 35,997 | Includes 2,356 unvested RS |
| Trust common (Cranye Girgenti Testamentary Trust) | 298 | S. Girgenti trustee with sole voting/dispositive power |
| Warrants (personal) | 22,310 | Currently exercisable |
| Warrants (trust) | 277 | Currently exercisable |
| Options | 1,190 | Immediately exercisable |
| Pledged shares | None disclosed | No pledge noted in footnotes |
| Ownership guidelines (directors) | None | “The Company also does not have formal stock ownership guidelines for directors.” |
| Hedging/short selling | Prohibited | Company insider trading policy bans short sales/hedging |
Employment Terms
| Provision | Key Term | Source |
|---|---|---|
| Role & Base | Executive Chairman; $120,000 annual base, paid 50% cash and 50% in restricted stock grants | |
| Cash deferral | Cash portion deferred to unfunded bookkeeping account; payable on earliest of Change in Control, termination as Chair, termination without Cause, death, or third anniversary of payroll date when otherwise payable | |
| Termination – Without Cause or Good Reason (by executive) | Payment of all deferred cash compensation; immediate vesting of unvested restricted stock under his agreement | |
| Termination – For Cause | Forfeiture of deferred cash compensation; no vesting acceleration | |
| Non-compete / Non-solicit | Not disclosed | — |
| Clawback | Company clawback policy applies to incentive-based compensation for restatement periods; no misconduct required | |
| 280G/Excise | Equity agreements include “best net” cutback—no excise tax gross-up; reduce payments to avoid 4999 excise if better after-tax outcome | |
| Equity Plan CIC | Plan administrator may accelerate vesting and deem performance met at target upon CIC; discretion-based (not blanket single-trigger) |
Board Governance (Service History, Committees, Independence)
- Service history: Director since March 2014; Executive Chairman since November 2014 .
- Leadership structure: CEO (Maria Zannes) and Executive Chairman roles are separate; the Chair is a non-independent executive (Girgenti) .
- Committee roles: Executive Chairman is not listed on Audit, Compensation, or Nominating & Governance committees. Committee chairs are independent directors: Audit (Peter Knight, effective post-annual meeting), Compensation (Peter Knight), Nominating & Governance (Gary Rubin) .
- Board attendance: Each director attended at least 75% of meetings in 2024 .
- Independence: Non-employee directors are independent under Nasdaq rules; the Executive Chairman is an executive officer and not independent .
Director Compensation (as applicable to Girgenti’s dual role)
- Standard non-employee director program (2024): $25,000 annual cash retainer; Board Chair $10,000 additional; committee chair retainers ($5,000 Audit; $2,500 Comp; $2,500 N&G); annual restricted stock grant (~$75,000), vests monthly over 12 months .
- For 2024, Girgenti’s Salary line includes $35,000 director cash fees; Stock Awards line includes ~$148,377 for director service (within total $191,249) .
Related Party Transactions (Screen for conflicts)
- No related party transactions disclosed involving Steven Girgenti. The 2023 PPLS laboratory acquisition involved director Dr. Roby Joyce and Village Oaks (consideration included cash and shares to the Joyce Trust) .
Compensation Structure Analysis (Signals)
- Mix shift: Equity-heavy compensation with material restricted stock grants in 2023–2024 (including cliff-vesting awards to 2026 and 2027) increased equity alignment but creates potential calendar-based vesting supply near those dates .
- Pay-for-performance: 2024 MIBP used objective metrics and paid at target (20% of base), with 50% delivered in stock—positive alignment signal during capital-constrained expansion .
- Governance practices: Clawback policy in place; equity plan prohibits repricing without shareholder approval; CIC treatment largely discretionary under plan—generally shareholder-friendly .
- Ownership: 1.6% beneficial ownership post-reverse split indicates meaningful, though reduced, exposure; no pledging disclosed; hedging prohibited .
Risk Indicators & Red Flags
- Non-independent Chair (Executive Chairman) can weaken board independence optics; mitigated by independent committee chairs .
- Capital structure volatility and frequent equity issuances/anti-dilution mechanics can elevate dilution risk and share supply overhang for all holders (context from 2025 financing proposals and warrant adjustments) .
Say-on-Pay, Peer Benchmarking, Consultant
- Not disclosed in the 2025 DEF 14A; the Company is a smaller reporting company and did not include say-on-pay or peer benchmarking disclosures in the cited filing sections .
Investment Implications
- Alignment: The Executive Chairman’s compensation skews toward equity with multi-year RS vesting (through 2027), plus a target bonus tied to financing, PPLS performance, DoD collaboration, and compliance—credible alignment to commercialization milestones. Near-term, monthly-vesting RS and upcoming cliffs (Aug 2026; Feb 2027) are potential incremental supply events to monitor for trading .
- Retention/COC: Deferred cash salary becomes payable at CIC or termination; restricted stock vests on good-leaver termination but CIC acceleration relies on plan administrator discretion—moderate retention incentives with limited parachute cash exposure (no 280G gross-up; best-net cutback) .
- Governance: Executive Chair structure raises independence concerns, but core oversight functions (Audit/Comp/N&G) are chaired by independent directors; clawback and no-option-repricing provisions are shareholder-friendly .
- Ownership & Overhang: Post reverse-split, Girgenti owns 1.6%; no pledging; hedging banned. Broader company financing actions (warrants/anti-dilution) suggest continued dilution/headline risk—monitor equity plan share increases and warrant resets for supply impacts .
Note: Financial performance table values marked with an asterisk are retrieved from S&P Global.