Gary Huff
About Gary Huff
Gary Huff (age 58) joined Biomerica’s board on October 7, 2025 and is affirmed as an independent director under Nasdaq and SEC rules. He is listed as Chairperson of the Nominating & Corporate Governance Committee and a member of the Audit and Compensation Committees; committee narrative anticipates him as Governance Chair after the 2025 Annual Meeting. Huff’s background includes CEO roles at LabCorp Diagnostics and Baylor Genetics and COO at Solstas Lab Partners; he holds a BA from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LabCorp Diagnostics | Chief Executive Officer | Prior to 2019 (dates not specified) | Led large clinical lab operations; growth and efficiency initiatives |
| Baylor Genetics | Chief Executive Officer | Prior period (dates not specified) | Executive leadership in genetic testing |
| Solstas Lab Partners | Chief Operating Officer | Prior period (dates not specified) | Operational leadership in clinical labs |
| Take Charge, LLC | Founder & President | Since 2019 | Laboratory business advisory; strategies for PE, hospitals, health systems |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Lighthouse Labs | Healthcare (lab) | Board member | Current board service noted in appointment release |
| Tribal Diagnostics | Healthcare (lab) | Board member | Current board service noted in appointment release |
| Advisory engagements | Consulting/advisory | Advisor | Advised McKinsey & Company and Cerberus Capital Management; health systems |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member, Audit; member, Compensation . Committee narrative states after the Annual Meeting Huff will serve as Governance Chair; Audit (Chair: Eric Bing Chin) and Compensation (Chair: David Moatazedi) will include Huff as member .
- Independence: Board affirmed Huff as independent under SEC/Nasdaq; 8-K also confirms independence under Nasdaq Rule 5605 .
- Attendance: FY2025—Board held 8 meetings; Audit 7; Compensation 4; Governance 4; all directors attended ≥75% of aggregate meetings. Huff’s appointment occurred after FY2025 (Oct 7, 2025) .
- Director meeting attendance policy: Directors encouraged to attend annual meetings; all five incumbent directors attended Dec 7, 2024 meeting .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly; specified in appointment 8-K |
| Committee chair stipend – Nominating & Corporate Governance | $7,500 | Per independent director compensation schedule |
| Committee chair stipend – Audit | $15,000 | Not applicable to Huff (Audit Chair is Eric Bing Chin) |
| Committee chair stipend – Compensation | $7,500 | Not applicable to Huff (Comp Chair is David Moatazedi) |
| Equity on appointment | None | 8-K states “will not receive any equity-based compensation in connection with his appointment” |
Performance Compensation
| Metric | Tied to Director Compensation? | Evidence |
|---|---|---|
| TSR, revenue growth, EBITDA, ESG goals | Not disclosed/applicable for independent director pay | Director program lists cash retainer and chair stipends; no performance metrics specified |
| Equity awards (RSUs/options) with performance vesting | Not disclosed for Huff; none on appointment | 8-K: no equity at appointment; proxy shows director equity awards for other independents but not performance-conditioned |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Lighthouse Labs | Not disclosed | Board member | No related-party transactions disclosed; independence affirmed |
| Tribal Diagnostics | Not disclosed | Board member | No related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Deep lab industry expertise across Fortune 500, PE-backed, and health system-owned labs; seasoned operator and strategist .
- Governance: slated Governance Committee Chair; serves on Audit and Compensation, reinforcing oversight breadth .
- Education: BA in general studies/psychology, Indiana University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Gary Huff | 0 | 0.0% | Joined Board Oct 7, 2025; no holdings disclosed in beneficial ownership table as of Oct 17, 2025 |
Insider Trades
| Date Range Reviewed | Form 4 Transactions | Notes |
|---|---|---|
| Oct 7, 2025 – Proxy date | Not disclosed in proxy/8-K | Section 16(a) compliance statement indicates required filings were timely made in FY2025; 8-K states no Item 404(a) transactions for Huff |
Governance Assessment
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Strengths:
- Independence affirmed; no related-party transactions requiring disclosure; robust insider trading policy prohibiting short sales, margin accounts, pledging and hedging—alignment-positive .
- Relevant committee roles (Audit, Compensation, Governance Chair) align with deep operational and lab commercialization expertise; enhances board effectiveness on strategy and risk oversight .
- Board and committees meet regularly; FY2025 attendance ≥75% across directors; structured risk oversight across Audit and Compensation .
-
Watch items / potential red flags:
- Ownership alignment currently low (0 shares); 8-K states no equity grant upon appointment, which may limit “skin-in-the-game” unless future director equity is granted per program .
- External board roles in the lab sector (Lighthouse Labs, Tribal Diagnostics) warrant ongoing monitoring for potential competitive or transactional overlaps; however, company discloses no related-party transactions >$120,000 since June 1, 2024 and confirms no Item 404(a) transactions for Huff .
- Company’s proposals to significantly increase authorized shares (to 300,000,000) elevate dilution risk; Governance Chair role will be central to investor confidence in capital allocation discipline and oversight of equity usage .
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Compensation committee process:
- Committee does not officially retain a compensation consultant but reviews market/peer data; decisions made solely by the committee—monitor for independence and rigor as equity incentives expand .