{"url_path":"/sec/xair/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1641631/0001493152-26-030287-index.html","accession_number":"0001493152-26-030287","cik":"0001641631","ticker":"XAIR","issuer_name":"Beyond Air, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1641631/0001493152-26-030287-index.html","primary_entity_key":"0001641631","primary_entity_name":"Beyond Air, Inc."},"word_count":4858,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Directors\nand Executive Officers**\n\n \n\nThe\ntable below sets forth the name, age and position of each of our directors and executive officers and as of the date of this Annual Report\non Form 10-K.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nRobert\nS. Goodman\n \n61\n \nChief\nExecutive Officer and Member of the Board of Directors\n\nDaniel\nMoorhead\n \n53\n \nChief\nFinancial Officer\n\nMichael\nGaul\n \n72\n \nChief\nOperating Officer\n\nErick\nJ. Lucera\n \n58\n \nDirector,\nChairperson of Audit Committee, Member of Compensation Committee, Chairperson of Nominating Committee\n\nYoori\nLee\n \n53\n \nDirector,\nChairperson of Compensation Committee, Member of Nominating Committee and Member of Audit Committee\n\nDr.\nWilliam Forbes\n \n64\n \nDirector,\nMember of Nominating Committee\n\nRobert\nF. Carey\n \n67\n \nDirector,\nChairman and Member of Audit Committee\n\n \n\n**Robert\nS. Goodman, Chief Executive Officer and Director**\n\n \n\nMr. Goodman was appointed as\na director of the Company on June 16, 2025. Mr. Goodman has also served as Chief Commercial Officer since November 2025. He was\nappointed to serve as the Chief Executive Officer. He brings over 25 years of experience in sales strategy, go-to-market execution,\nstrategic partnerships and growth management. He has been instrumental in shaping the Company’s recent commercial approach and\nis widely recognized for his ability to expand market penetration and accelerate product adoption in competitive healthcare sectors.\nPrior to joining Beyond Air, Mr. Goodman served as Chief Commercial Officer at WEP Clinical from 2023 to 2024, and ActiGraph from\n2022 to 2023, where he led global commercial operations and go to market execution. Earlier in his career, he spent more than nine\nyears at BioTelemetry, Inc. (acquired by Royal Philips), including as Division President and Business Head of BioTel Care and\nAlliance from and Senior Vice President of Global Sales and Marketing at BioTel Research, helping scale multiple businesses through\nperiods of accelerated growth and strategic transformation. He previously held senior leadership roles at Cardiocore (acquired by\nBioTelemetry), Thermo Fisher Scientific, and Pfizer, where he spent 15 years in progressively senior commercial positions. Mr.\nGoodman currently serves on the board of Fourth Frontier. He is a retired U.S. Army officer and holds a B.S. degree from Norwich\nUniversity.\n\n \n\n**Daniel\nMoorhead, Chief Financial Officer**\n\n \n\nMr. Moorhead was appointed to serve as the Chief Financial Officer of the Company effective as of January 5, 2026.\nMr. Moorhead most recently served as the Chief Financial Officer of Zynex, Inc. from June 2017 to August 2025. Prior to his role with\nZynex, Mr. Moorhead previously served as Chief Financial Officer of Evolving Systems, Inc. (Nasdaq: EVOL) from January 2016 until May\n2017, after having served as Vice President of Finance & Administration from December 2011 through December 2015 and in other financial\nmanagement roles from 2002-2005 and 2008-2011. Mr. Moorhead is a CPA and holds a B.B.A. in Accounting from the University of Northern\nColorado.\n\n \n\n**Michael\nGaul, Chief Operating Officer**\n\n \n\nMichael\nGaul has been our Chief Operating Officer since July 1, 2022. Mr. Gaul joined the Company in May 2020 as Senior VP, Operations, a title\nhe held until June 2022. Mr. Gaul has led teams in operations, sales and marketing, supply chain, distribution, quality, regulatory,\nhuman resources, and finance. He has had P&L experience with multi-plant responsibility in both the U.S. and Asia, including roles\nwith Sparton Corporation (Group VP, Manufacturing & Design Services Business Unit; Group VP, Medical Business Unit), a defense contractor\nfor maritime defense, from September 2011 to February 2020, SynCardia Systems (COO; VP Operations), a manufacturer and provider of the\ncommercially approved Total Artificial Heart, from June 2005 to February 2011, Ventana Medical Systems (now known as Roche Tissue Diagnostics)\n(VP & General Manager, Operations), a medical device company, from September 2003 to April 2005, and Robotic Vision Systems, Inc.\n(General Manager, Vanguard Division; VP Operations, Systemation Division), a maker of machine vision systems, from September 1997 to\nJune 2003. He also currently serves on the Board of Directors of the Ohio Life Sciences Association to support and promote Ohio’s\nbioscience industry. Mr. Gaul has a BS, Business Administration from Delaware Valley University, and an MBA from Florida Institute of\nTechnology.\n\n \n\n80\n\n \n\n \n\n**Robert F. Carey, Chairman of the Board**\n\n \n\nRobert Carey joined our Board\nof Directors in February 2019 and serves as Chairman and as a Member on our audit and nominating committee. He has an extensive track\nrecord of accomplishment within the biopharmaceutical and healthcare investment banking industry. He has assisted biotech and specialty\npharma companies raise more than $10 billion in initial public offerings, follow-on offerings, debt offerings, and private placements.\nHe has served as a financial advisor on mergers, acquisitions, and strategic alliance transactions with a total deal value of more than\n$10 billion. From July 2020 until December 2023, Mr. Carey was co-founder and President of ACELYRIN, INC., a biopharmaceutical company\ndeveloping life-changing drug therapies. Mr. Carey previously served as Executive Vice President and Chief Business Officer at Horizon\nTherapeutics plc from March 2014 to September 2019, during which Horizon Therapeutics deployed in excess of $3.5 billion to acquire or\nlicense eight commercial products and three products in development and grew net sales from $74 million in 2013 to approximately $1.2\nbillion in 2018, a compound annual growth rate of 75%. Before Horizon, he spent more than 11 years as Managing Director and Head of the\nLife Sciences Investment Banking Group at JMP Securities. Mr. Carey was also Managing Director in the healthcare groups at Dresdner Kleinwort\nWasserstein and Vector Securities. He received his B.B.A. in Accounting from the University of Notre Dame. Mr. Carey currently serves\non the Board of Beyond Cancer Ltd. and Sangamo Therapeutics, Inc.\n\n \n\nOur Board of Directors believes\nthat Mr. Carey’s experience and perspective advising the Company and other life sciences companies in connection with financing\nand strategic transactions, as well as his depth of operating and senior management experience in our industry, provide him with the qualifications\nand skills to serve as a director.\n\n \n\n**Erick\nJ. Lucera, Director**\n\n \n\nErick\nJ. Lucera joined our Board of Directors in August 2017 and serves on our audit committee, compensation committee and nominating committee.\nHe previously served as Executive Vice President and Chief Financial Officer of Editas Medicine, Inc., a leading gene editing company\nfocused on developing CRISPR medicines for people with serious diseases, from May 2023 to March 2025. Mr. Lucera previously served as\nChief Financial Officer of AVEO Pharmaceuticals, Inc., a commercial-stage biopharmaceutical company focused on targeted medicines for\noncology and other unmet medical needs, from January 2020 until March 2023, following its acquisition by LG Chem, Ltd. Since April 2023,\nMr. Lucera has served on the board of directors of SAB Biotherapeutics, Inc., a public clinical-stage biopharmaceutical company. Mr.\nLucera was the Chief Financial Officer of Valeritas Holdings, Inc., a U.S. Nasdaq traded commercial stage company developing new technology\nfor diabetes, from 2016 to 2019. Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of Viventia Bio from 2015 to 2016.\nFrom 2012 to 2015, he was Vice President, Corporate Development at Aratana Therapeutics, a veterinary biopharmaceutical company. While\nat Aratana, he helped grow the company’s product pipeline through a series of acquisitions and in licensing transactions financed\nthrough five public and private offerings of nearly $250 million. Before his career as a healthcare company executive, Mr. Lucera spent\nover 15 years in investment management as a healthcare analyst at Eaton Vance, the portfolio manager of the Triathlon Life Sciences Fund\nat Intrepid Capital and as head of the healthcare research team at Independence Investments. He has served on the board of directors\nof Bone Biologics, a Nasdaq traded orthobiologics company, since October 2021. He holds a CPH from Harvard University, an MS in quantitative\nfinance from Boston College, an MBA from Indiana University Bloomington, and a BS in accounting from the University of Delaware. Mr.\nLucera has obtained CFA, CMA, and CPA designations.\n\n \n\nOur\nBoard of Directors believes that Mr. Lucera’s experience and perspective advising the Company and other life sciences companies\non strategic transactions and financings, as well as his depth of operating and senior management experience in our industry, provide\nhim with the qualifications and skills to serve as a director.\n\n** **\n\n**Yoori\nLee, Director**\n\n \n\nYoori\nLee joined our Board of Directors in January 2018. Ms. Lee serves on our compensation committee and audit committee. She has served as\nCo-founder and President of Trio Health Advisory Group, Inc. since 2013. Trio Health’s mission is to improve the quality of care\nin patient outcomes through coordinating the efforts of all patient care stakeholders. Prior to Trio Health, Ms. Lee spent over 15 years\nat Leerink Partners LLC, a leading healthcare investment bank, where she was Managing Director, and Director of MEDACorp Services. Additionally,\nshe helped found the MEDACorp network, a cadre of experts including more than 35,000 healthcare professionals in diverse areas of practice\nsuch as clinical medicine, biomedical research, regulatory affairs, public policy, healthcare administration and healthcare information\ntechnology.\n\n \n\nOur\nBoard of Directors believes that Ms. Lee’s experience and perspective advising the Company as well as her experience with Leerink\nPartners LLC and MEDACorp. provide her with the qualifications and skills to serve as a director.\n\n \n\n**Dr.\nWilliam Forbes, Director**\n\n \n\nDr.\nWilliam Forbes joined our Board of Directors in August 2018 and serves on our compensation and nominating committee. He brings to our\nBoard of Directors more than 30 years of pharmaceutical product development experience and, working with health authorities in the U.S.\nand Europe, has contributed to numerous marketing approvals spanning a diverse range of therapeutic areas. Dr. Forbes has served as the\nChief Development Officer of Trevi Therapeutics, a clinical-stage pharmaceutical company focused on serious neurologically mediated diseases\nsince February 2021. Prior to joining Trevi, Dr. Forbes was at Salix Pharmaceuticals as the Chief Development Officer and also Head of\nMedical and R&D from February 2015 to June 2015. Prior to Salix, Dr. Forbes spent 15 years in Clinical Development & Regulatory\nAffairs and Clinical Research at a number of global pharmaceutical companies.\n\n \n\nOur\nBoard of Directors believes that Dr. Forbes’ experience and perspective advising the Company, as well as his depth of operating\nand senior management experience in our industry, provide him with the qualifications and skills to serve as a director.\n\n \n\n81\n\n \n\n \n\n**Term\nof Office of Directors**\n\n \n\nOur\ndirectors are elected at each annual meeting of stockholders and serve until their successors are elected and qualified at the next annual\nmeeting of stockholders, or until their prior death, resignation or removal.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among any of our current or former directors or executive officers.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nErick\nJ. Lucera was the Chief Financial Officer of Valeritas Holdings, Inc. until January 3, 2020. On February 9, 2020, Valeritas Holdings,\nInc. filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in the United States\nBankruptcy Court for the District of Delaware in order to facilitate its sale to a Denmark-based biotechnology company. The plan of liquidation\nwas approved on June 8, 2020 and became effective on June 30, 2020.\n\n \n\nDaniel Moorhead was the Chief Financial Officer of Zynex, Inc. until August 29, 2025. On December 15, 2025, Zynex, Inc. filed a voluntary\npetition for bankruptcy protection under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for\nthe Southern District of Texas. The reorganization plan was confirmed on March 19, 2026 and became effective on March 26, 2026.\n\n \n\nExcept\nas set forth above, none of our directors, executive officers, significant employees, promoters or control persons has been involved\nin any legal proceeding in the past ten years that would require disclosure under Item 401(f) of Regulation S-K promulgated under the\nSecurities Act.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of Exchange Act requires our directors, executive officers and persons who own more than 10% of our outstanding shares of\ncommon stock (“Ten Percent Holders”) to file with the SEC reports of their share ownership and changes in their share\nownership of our common stock. Directors, executive officers and ten percent holders are also required to furnish us with copies of\nall ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to\nus, the following directors, executive officers and 10% holders did not comply with all Section 16(a) filing requirements as of\nMarch 31, 2026 as follows:\n\n \n\n \n(i)\nMr.\nLisi, our former chief executive officer and chairman, filed his form 4 regarding cancellation of certain old warrants and issuance\nof new warrants as of November 3, 2025, one business day late on November 6, 2025;\n\n \n(ii)\nMr.\nCarey filed his form 4 regarding certain transactions related to option repricing effective as of November 4, 2025, one business day\nlate on November 7, 2025.\n\n \n(iii)\nMr. Gaul filed his form 4 regarding certain transactions related to option repricing effective as of November 4,\n2025, fourteen business days late on November 24, 2025.\n\n \n(iv)\nMs. Yoori filed her form 4 regarding certain transactions related to option repricing effective as of November 4,\n2025, fourteen business days late on November 24, 2025.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nBoard of Directors has established four standing committees: the audit committee, the compensation committee, the nominating committee\nand the compliance committee. The current members of our audit committee are Erick Lucera, Yoori Lee, and Robert F. Carey with Erick Lucera serving\nas chairperson. The current members of our compensation committee are Yoori Lee, Dr. William Forbes, and Erick J. Lucera, with Yoori Lee serving as chairperson.\nThe current members of our nominating committee are Erick Lucera, Robert F. Carey, and Dr. William Forbes, with Erick Lucera serving as chairperson.\nThe compliance committee currently has four members.\n\n \n\nOur\nBoard of Directors has determined that Erick Lucera, Yoori Lee, and Robert F. Carey meet the additional test for independence for audit committee\nmembers imposed by SEC regulations and Section 5605(c)(2)(A) of the Nasdaq Stock Market listing rules and that Erick J. Lucera, Dr. William Forbes, and Yoori\nLee meet the additional test for independence for compensation committee members imposed by Section 5605(d)(2)(A) of the Nasdaq Stock\nMarket listing rules.\n\n \n\n82\n\n \n\n \n\n*Audit\nCommittee*\n\n \n\nThe\nprimary purpose of our audit committee is to assist the Board of Directors in the oversight of the integrity of our accounting and financial\nreporting process, the audits of our consolidated financial statements, and our compliance with legal and regulatory requirements. It\nalso oversees internal controls and discusses Company policies related to risk assessment and risk management, including cybersecurity\nmatters. Our audit committee met five times during the fiscal year ended March 31, 2026. The functions of our audit committee include,\namong other things:\n\n \n\n \n●\nhiring\nthe independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and monitoring\nits independence and performance;\n\n \n●\nreviewing\nand approving the planned scope of the annual audit and the results of the annual audit;\n\n \n●\npre-approving\nall audit services and permissible non-audit services provided by our independent registered public accounting firm;\n\n \n●\nreviewing\nthe significant accounting and reporting principles to understand their impact on our consolidated financial statements;\n\n \n●\nreviewing\nour internal financial, operating and accounting controls with management, our independent registered public accounting firm and\nour internal audit provider;\n\n \n●\nreviewing\nwith management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements\nand our compliance with legal and regulatory requirements;\n\n \n●\nperiodically\nreviewing and discussing with management the effectiveness and adequacy of our system of internal controls;\n\n \n●\nin\nconsultation with management and the independent auditors, reviewing the integrity of our financial reporting process and adequacy\nof disclosure controls;\n\n \n●\nreviewing\npotential conflicts of interest under and violations of our code of conduct;\n\n \n●\nestablishing\nprocedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters\nand confidential submissions by our employees of concerns regarding questionable accounting or auditing matters;\n\n \n●\nreviewing\nand approving related-party transactions; and\n\n \n●\nreviewing\nand evaluating, at least annually, our audit committee’s charter.\n\n \n\nWith\nrespect to reviewing and approving related-party transactions, our audit committee will review related-party transactions for potential\nconflicts of interests or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or\nmay be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the\nlast two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have\na direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board\nof Directors membership. Our audit committee could approve a related-party transaction if it determines that the transaction is in our\nbest interests. Our directors are required to disclose to this committee or the full Board of Directors any potential conflict of interest,\nor personal interest in a transaction that our Board of Directors is considering. Our executive officers are required to disclose any\nrelated-party transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions\nand their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed\nor approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction\nshould be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical. The Company\nhas written policies and procedures with respect to related person transactions for managing such situations.\n\n \n\nThe\nfinancial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental\nfinancial statements. In addition, at least one member of our audit committee must qualify as an audit committee financial expert, as\ndefined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and have financial sophistication in accordance with\nthe Nasdaq Stock Market listing rules. Our Board of Directors has determined that Erick Lucera qualifies as an audit committee financial\nexpert. Mr. Lucera is independent director, as independence for audit committee members is defined in the Nasdaq Stock Market listing\nrules.\n\n \n\nBoth\nour independent registered public accounting firm and management periodically meet privately with our audit committee.\n\n \n\n83\n\n \n\n \n\n*Compensation\nCommittee*\n\n \n\nThe\nprimary purpose of our compensation committee is to assist our Board of Directors in exercising its responsibilities relating to\ncompensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying\nout these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency\nwith its compensation philosophy, as in effect from time to time. Our compensation committee met two times during the year ended\nMarch 31, 2026. The functions of our compensation committee include, among other things:\n\n \n\n \n●\ndesigning\nand implementing competitive compensation, retention and severance policies to attract and retain key personnel;\n\n \n●\nreviewing\nand formulating policy and determining the compensation of our Chief Executive Officer, our other executive officers and certain\nemployees;\n\n \n●\nreviewing\nand recommending to our Board of Directors the compensation of our non-employee directors;\n\n \n●\nreviewing\nand evaluating our compensation risk policies and procedures;\n\n \n●\nadministering\nour equity incentive plans and granting equity awards to our employees, consultants and directors under these plans;\n\n \n●\nadministering\nour performance bonus plans and granting bonus opportunities to our employees, consultants and non-employee directors under these\nplans;\n\n \n●\nif\nrequired from time to time, preparing the analysis or reports on executive officer compensation required to be included in our annual\nproxy statement;\n\n \n●\nengaging\ncompensation consultants or other advisors it deems appropriate to assist with its duties; and\n\n \n●\nreviewing\nand evaluating, at least annually, our compensation committee’s charter.\n\n \n\nThe\ncompensation committee retains sole authority to hire any compensation consultant, approve such consultant’s compensation, determine\nthe nature and scope of its services, evaluate its performance, and terminate its engagement.\n\n \n\nThe\ncompensation committee reviews our compensation policies and practices for all employees, including our named executive officers, as\nthey relate to risk management practices and risk-taking incentives to assess and determine that there are no risks arising from these\npolicies and practices that are reasonably likely to have a material adverse effect on us.\n\n \n\n*Nominating\nCommittee*\n\n \n\nThe\nprimary purpose of our nominating committee is to assist our Board of Directors in promoting the best interest of the Company and our\nstockholders through the implementation of sound corporate governance principles and practices. Our nominating committee met two times\nduring the fiscal year ended March 31, 2026. The functions of our nominating committee include, among other things:\n\n \n\n \n●\nidentifying,\nreviewing and evaluating candidates to serve on our Board of Directors;\n\n \n●\ndetermining\nthe minimum qualifications for service on our Board of Directors;\n\n \n●\ndeveloping\nand recommending to our Board of Directors an annual self-evaluation process for our Board of Directors and overseeing the annual\nself-evaluation process;\n\n \n●\ndeveloping,\nas appropriate, a set of corporate governance principles, and reviewing and recommending to our Board of Directors any changes to\nsuch principles; and\n\n \n●\nperiodically\nreviewing and evaluating our nominating committee’s charter.\n\n \n\n*Compliance\nCommittee*\n\n \n\nThe\nprimary purpose of our compliance committee is to assist our Board of Directors with oversight of healthcare compliance risk management\narising from the FDA, Office of Inspector General, the U.S. Department of Justice and other federal, state or foreign corporate compliance\nrequirements related to medical devices that specifically govern the AKS, FCA, FD&C Act, FCPA, Sunshine Act and similar state laws,\nHIPAA, the AdvaMed Code, and similar applicable state and local regulations and (when applicable) equivalent global requirements. Our\ncompliance committee met one time during the fiscal year ended March 31, 2026.\n\n \n\n**Director\nCandidates**\n\n \n\nOur\nBoard of Directors has a critical role in guiding our strategic direction and overseeing the management of our business, and accordingly,\nwe seek to attract and retain highly qualified directors who have sufficient time to engage in the activities of our Board of Directors\nand to understand and enhance their knowledge of our industry and business plans. In evaluating the suitability of individual candidates,\nour Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors,\nincluding: personal and professional integrity; ethics and values; experience in corporate management, such as serving as an officer\nor former officer of a publicly held company; strong finance experience; experience relevant to our industry; experience as a board member\nor executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of our operations;\ndiversity of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of\nbackground and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;\npractical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any\nother relevant qualifications, attributes or skills. The core competencies of directors should address accounting or finance experience,\nmarket familiarity, business or management experience, industry knowledge, customer-base experience or perspective, crisis response,\nleadership, and/or strategic planning. Our Board of Directors evaluates each individual in the context of the Board as a whole, with\nthe objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through\nthe exercise of sound judgment using its diversity of experience in these various areas.\n\n \n\n84\n\n \n\n \n\nSince\nthe date of our most recent periodic report, there were no changes to the procedure by which our security holders may recommend nominees\nto our Board of Directors.\n\n \n\n**Stockholder\nCommunications**\n\n \n\nAlthough\nwe do not have a formal policy regarding stockholder communications with our Board of Directors, stockholders may communicate with our\nBoard of Directors, or any individual director on our Board of Directors, by writing to us at the address of our principal executive\noffices, addressing the communication to the attention of our Chief Executive Officer, and specifying the Board of Directors or, if applicable,\nthe individual member thereof as the intended recipient of the communication. Our Corporate Secretary will forward to the directors all\ncommunications that, in his judgment, are appropriate for consideration by the directors. Examples of communications that would not be\nappropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the\nfunctioning of the Board of Directors or to the affairs of our Company. Any correspondence received that is addressed generically to\nthe Board of Directors will be forwarded to the Chairman of the Board of Directors.\n\n \n\n**Board\nLeadership Structure and Role in Risk Oversight**\n\n \n\nCurrently, Robert F. Carey serves as Chairman of the Board and Robert S. Goodman serves as Chief Executive Officer. Mr. Goodman sets\nthe strategic direction for the Company and provides day-to-day leadership. As Chairman of the Board of Directors, Mr. Carey\noversees the agenda for board meetings in collaboration with the other board members. We believe that this structure provides appropriate leadership and oversight of the Company and facilitates effective\nfunctioning of both management and our Board of Directors. Our Board of Directors will continue to reassess the structure to\ndetermine what is in the best interests of the Company and stockholders.\n\n \n\nThe\nBoard of Directors oversees our exposure to risk through its interaction with management and receipt from management of periodic reports\noutlining matters related to financial, operational, regulatory, legal and strategic risks. Risk assessment and oversight are an integral\npart of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates\nrisk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks\nat regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion\nand analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board of Directors at regular\nboard meetings as part of management presentations that focus on particular business functions, operations or strategies and presents\nthe steps taken by management to mitigate or eliminate such risks.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted a Code of Business Conduct and Ethics that applies to all our directors, officers (including our Chief Executive Officer,\nChief Financial Officer and any person performing similar functions) and employees. We have made our Code of Business Conduct and Ethics\navailable on our website at www.beyondair.net under “*Investors—Governance—Governance Documents*”. We expect\nthat any future amendments to our Code of Business Conduct and Ethics or any waivers of its requirements will be disclosed on our website.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nWe\nhave adopted an Insider Trading Policy. The Insider Trading Policy establishes clear guidelines to prevent insider trading\nand upholds the Company’s reputation for integrity and ethical conduct.\n\n \n\nThe\nInsider Trading Policy applies to all transactions in the Company’s securities, including but not limited to common stock,\noptions to purchase common stock, and any other securities the Company may issue. It covers all directors, officers, employees\nof the Company, and any family members or entities whose transactions in Company securities are directed by or under the influence\nor control of those persons. The Company is committed to rigorously enforcing this policy to prevent insider trading and protect all\nstakeholders’ interests.\n\n \n\n**Policies\nand practices for granting certain equity awards**\n\n \n\nThe\nCompany’s policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable\nsecurities laws and to maintain the integrity of our executive compensation program. The compensation committee of the Board of Directors\nis responsible for the timing and terms of equity awards to executives and other eligible employees.\n\n \n\nThe\ntiming of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement\nof pre-established performance targets, market conditions, and internal milestones. The Company does not follow a predetermined schedule\nfor the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic\nobjectives and to ensure the competitiveness of our compensation packages.\n\n \n\nIn\ndetermining the timing and terms of an equity award, the Board of Directors or compensation committee may consider material nonpublic\ninformation to ensure that such grants are made in compliance with applicable laws and regulations. The Board of Directors or compensation\ncommittee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity\nawards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of\nsuch material nonpublic information.\n\n \n\nThe\nCompany is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that\nis not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive\ncompensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards\nof corporate governance and continue to serve the best interests of the Company and its stockholders.\n\n \n\n85"}