Timothy Zannes
About Timothy Zannes
Timothy P. Zannes, JD, is Executive Vice President, General Counsel, and Secretary of bioAffinity Technologies (BIAF). He has served since March 2014, is age 72, and oversees corporate compliance and human resources; he is also designated as the company’s Insider Trading Compliance Officer under BIAF’s insider trading policy . Education: JD from the University of New Mexico School of Law; attended the New England Conservatory (violin and saxophone); began undergraduate studies at the University of North Carolina as a scholarship student-athlete . Company performance context during his tenure includes recent operational progress in CyPath Lung adoption (86% YTD testing revenue increase and 97% YTD test volume increase in 2025) alongside a strategic exit from unprofitable pathology services, which reduced total quarterly revenues from $2.4M to $1.5M in Q3 2025; the company also raised about $10.4M gross and regained Nasdaq compliance under panel monitoring .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| bioAffinity Technologies, Inc. | Executive Vice President, General Counsel & Secretary | 2014–present | Leads corporate compliance and directs human resources; serves as Insider Trading Compliance Officer |
| Public and private biomedical firms | Corporate legal counsel | ≥16 years | Broad legal counsel experience across biomedical sector before joining BIAF |
| Albuquerque City Attorney’s Office / Private practice | Investigator; later owner of private investigation firm | Not disclosed | Legal-adjacent investigative roles prior to JD; foundation for compliance and risk perspectives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | Not listed as a director; executive officer only |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus ($) | Payment Notes |
|---|---|---|---|
| 2023 | 70,008 | 21,000 | Bonus paid Jan 31, 2024, 50% cash / 50% restricted stock |
| 2024 | 80,000 | 21,000 | Standard annual bonus; no performance breakdown disclosed for Timothy |
| 2025 (scheduled) | 80,000 | — | Annual salary scheduled; bonus not disclosed |
Performance Compensation
- Restricted stock issued in connection with the 2023 bonus: shares calculated by dividing $10,500 (50% of bonus) by the closing price on Jan 31, 2024; grant mechanics disclosed but exact share count and vesting terms for Timothy not specified .
- The company’s Management Incentive Bonus Plan outlines performance metrics and weightings for NEOs (financing 25%, PPLS sales/profit 45%, DoD collaboration 25%, timely SEC filings 5%), but those disclosures apply to named executive officers and do not specify Timothy’s metric weightings or payouts .
Equity Ownership & Alignment
- Beneficial ownership: Timothy is an executive officer and part of the “All Directors and Current Executive Officers as a Group (11 Individuals)” holding 5,120,422 shares (16.93%), but his individual share count is not enumerated in the proxy’s summary table .
- Hedging/short sales: Company policy prohibits short sales and the use of derivatives such as puts/calls; 10b5-1 trading plans require approval from the Insider Trading Compliance Officer (Timothy) prior to adoption .
- Section 16 activity: The company noted Form 4s filed by Maria Zannes, Steven Girgenti, and Timothy Zannes on April 24, 2024, each reporting two transactions; no additional transaction details provided in the proxy .
- Pledging: No disclosure of any shares pledged by Timothy; policy language covers hedging but does not explicitly address pledging in the cited sections .
Employment Terms
- Employment Agreement: An employment agreement between the company and Timothy Zannes dated February 1, 2015 exists and is incorporated by reference in multiple registration statements; specific severance, change-of-control, non-compete, and vesting terms for Timothy are not summarized in the cited filings .
- Insider Trading Compliance: Timothy is designated as the Insider Trading Compliance Officer responsible for approvals of 10b5-1 plans and for enforcing policy restrictions, including prohibitions on hedging and short sales .
Investment Implications
- Compensation alignment: Timothy’s cash compensation is modest with a recurring $21,000 bonus in 2023–2024 and a restricted stock component in 2023 tying a portion of pay to equity; however, the absence of disclosed performance metrics/weightings for his awards limits pay-for-performance assessment precision .
- Retention and severance visibility: His employment agreement is referenced but not summarized; lack of available detail on severance/change-of-control provisions creates uncertainty on retention economics and potential termination costs .
- Trading signals and selling pressure: He filed a Form 4 (two transactions) on April 24, 2024, but without transaction specifics in the proxy, there is insufficient evidence to infer selling pressure; policy bans hedging/short sales and imposes compliance oversight, which generally reduces misaligned trading risks .
- Governance considerations: The sibling relationship with the CEO (Maria Zannes) is disclosed and mitigated by formal policies and committee structures, but it remains a related-party sensitivity for investors assessing governance rigor and independence .