{"url_path":"/sec/xair/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","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":2904,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\n**Processes\nand Procedures for Compensation Decisions**\n\n \n\nOur\ncompensation committee is responsible for the executive compensation programs for our executive officers and reports to our Board of\nDirectors on its discussions, decisions and other actions. Our compensation committee reviews and approves corporate goals and objectives\nrelating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those\ngoals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. Our compensation\ncommittee has the sole authority to determine our Chief Executive Officer’s compensation. In addition, our compensation committee,\nin consultation with our Chief Executive Officer, reviews and approves all compensation for other officers, as well as the directors.\n\n \n\nThe\ncompensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside\nexperts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.\n\n \n\nThe\ncompensation committee has full authority to form and delegate authority to one or more subcommittees consisting solely of one or more\nmembers of the compensation committee as it deems appropriate from time to time. The compensation committee may delegate to the Chief\nExecutive Officer or any other executive officer the authority to grant equity awards to employees of the Company who are not directors\nor officers of the Company, on such terms and subject to such limitations as the compensation committee may determine in compliance with\nDelaware corporate law.\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table summarizes compensation for the years ended March 31, 2026 and 2025 for our “named executive officers”, namely\nour (i) principal executive officer (PEO); (ii) our two other most highly compensated executive officers whose total compensation exceeded\n$100,000 for the fiscal year ended March 31, 2026; and (iii) up to two additional individuals for whom disclosure would have been provided\npursuant to Item 402(m)(2)(ii) of Regulation S-K but for the fact that the individual was not serving as an executive officer of the\nCompany at the end of the last completed fiscal year:\n\n \n\n**Name and**\n\n**Principal**\n\n**Position**\n \nYear  \nSalary Cost  \n\n**Option**\n\n**Awards**\n\n**(A)(B)**\n  \nTotal \n\n  \n   \n   \n   \n  \n\nRobert Goodman (1) \n 2026  \n$125,616  \n 7,333  \n$132,950 \n\nChief Executive Officer and Director \n    \n    \n    \n   \n\nSteven A. Lisi (2) \n 2026  \n$757,500  \n$-  \n$757,500 \n\nFormer Chief Executive Officer and Chairman of the Board \n 2025  \n$555,000  \n$266,140  \n$821,140 \n\nDaniel Moorhead (3) \n 2026  \n$75,833  \n$44,723  \n$120,556 \n\nChief Financial Officer \n    \n    \n    \n   \n\nMichael Gaul \n 2026  \n$396,923  \n$-  \n$396,923 \n\nChief Operating Officer \n 2025  \n$372,669  \n$92,203  \n$464,872 \n\nDouglas Larson (4) \n 2026  \n$236,250  \n$-  \n$236,250 \n\nFormer Chief Financial Officer \n 2025  \n$324,423  \n$80,853  \n$405,276 \n\n \n\n(A)\nThis\ncolumn represents the grant date fair value of awards from Beyond Air, Beyond Cancer and NeuroNos in accordance with stock-based\ncompensation rules under Accounting Standards Codification (“ASC”) Topic 718.\n\n \n \n\n(B)\nThe\nrespective agreements include a change of control provision that would automatically vest any unvested restricted stock units or\nunvested stock options if triggered.\n\n \n\n(1)Mr. Goodman joined the Board of Directors in June 2025, served as Chief\nCommercial Officer from November 5, 2025 through March 26, 2026, at which point he was appointed Chief Executive Officer.\n\n  \n\n(2)Mr. Lisi resigned as Chief Executive Officer and Chairman of the Board,\neffective March 26, 2026.\n\n  \n\n(3)Mr. Moorhead was appointed as Chief Financial Officer effective January\n5, 2026.\n\n  \n\n(4)Mr. Larson resigned as Chief Financial Officer effective December 31, 2025.\n\n \n\n**Employment\nAgreements with Named Executive Officers**\n\n \n\nOur\nemployment agreements with our named executive officers contain provisions standard for a company in our industry regarding non-competition,\nconfidentiality of information and assignment of inventions.\n\n \n\n86\n\n \n\n \n\n**Employment\nAgreement with Steven Lisi**\n\n \n\nOn\nJune 30, 2018, we entered into an employment agreement with Mr. Lisi to serve as our Chief Executive Officer with an annual base salary\nof $450,000, subject to review of the compensation committee at least annually. On April 1, 2022, Mr. Lisi’s annual salary was\nincreased to $650,000. In addition to his base salary, Mr. Lisi is eligible to receive a short-term incentive bonus equal to a percentage\nof his base salary in effect at the end of the fiscal year, based partially on performance weighted bonus objectives established for\nMr. Lisi by the Board of Directors (which includes both corporate objectives and individual objectives) for the fiscal year, with such\nobjectives to be discussed with Mr. Lisi prior to being established, and partially based on the discretion of the Board of Directors.\nThe target bonus percentage each fiscal year is an amount equal to 60% of Mr. Lisi’s base salary in effect at the end of each fiscal\nyear. However, the actual short-term incentive bonus as determined by the Board of Directors may range from 0% to higher than 100% of\nthe base salary. Any short-term incentive bonus shall be paid on or before April 15 of the following year and may include cash, stock\noptions and restricted stock awards. If paid in stock options or restricted stock awards, the short-term incentive bonus must be paid\nseparately from, and independently of, any long-term equity incentive award. Pursuant to the employment agreement, Mr. Lisi is also eligible\nto receive awards of stock options or restricted stock grants as may be determined from time to time by the Board of Directors or the\ncompensation committee of the Board of Directors.\n\n \n\nMr.\nLisi’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of\ninventions, and non-solicitation of employees and customers that runs for a period of one year following his termination of employment\nfor any reason.\n\n \n\nOn March 26, 2026, Mr. Lisi resigned\nas the Company’s chief executive officer and member of the Board and from all his positions with the Company and its subsidiaries,\neffective March 27, 2026. Mr. Lisi’s resignation is not the result of any disagreement with the Company or its Board or any matter\nrelating to the Company’s operations, policies, or practices.\n\n \n\nOn March 27, 2026, the Company\nexecuted a Separation and Release of Claims Agreement with Mr. Lisi (“Release Agreement”). The Release Agreement contains\ncustomary protections, including a general release of claims by Mr. Lisi in favor of the Company and certain other related parties. Pursuant\nto the terms of the Release Agreement, the Company shall be obligated to pay Mr. Lisi $650,000 separation pay in the form of compensation\ncontinuation over 12 months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary payroll\nwithholdings. The Company shall also pay Mr. Lisi COBRA premiums for 12 months. All unvested options and all unvested stock restriction\nunit awards held by Mr. Lisi as of March 27, 2026, shall be accelerated and shall immediately vest, and shall continue to remain exercisable\nfor twenty-four (24) months from March 27, 2026.\n\n \n\n**Employment\nAgreement with Daniel Moorhead**\n\n \n\nPursuant\nto the terms of an employment agreement between the Company and Mr. Moorhead effective December 25, 2025. Mr. Moorhead was to be\npaid an annual salary of $325,000 per year and he will be eligible for a discretionary bonus and to participate in the Plan. In addition, Mr. Moorhead was granted an employment inducement stock option award exercisable for the purchase of\n70,000 shares of the Company’s Common Stock, subject to the terms of the Plan, and the applicable award agreement to be entered\ninto by and between the Company and Mr. Moorhead. The stock option will vest 25% on the first anniversary and annually thereafter in 3\nequal installments, provided that, no portion of the stock option that is not exercisable at the time of termination of employment for\nany reason shall thereafter become exercisable.\n\n \n\nPursuant to Mr. Moorhead’s employment agreement, in the event of his termination of employment without “cause” or\nresignation for “good reason,” as such terms are defined in his employment agreement, subject to Mr. Moorhead’s\nexecution of a release, Mr. Moorhead will be entitled to receive (i) his base salary for a period of six months, payable in\naccordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a\n“change in control,” as such term is defined in his employment agreement, provided that if such termination of\nemployment occurs within three months before or within 12 months after the occurrence of a change in control, the severance payable\nto Mr. Moorhead will be increased to an amount equal to Mr. Moorhead’s base salary for a period of 18 months and be payable in\na single lump sum payment; and (ii) payment or reimbursement (upon presentation of proof of payment) of Mr. Moorhead’s medical\ninsurance premiums at the same level as was in effect on the termination date for a period of six months, which period will increase\nto 18 months if such termination of employment occurs within three months before or within 12 months after the occurrence of a\nchange in control.\n\n \n\nMr.\nMoorhead’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment\nof inventions, and non-solicitation and non-competition covenants that run for a period of 12 months following his termination of employment\nfor any reason.\n\n \n\n87\n\n \n\n \n\n**Employment\nAgreement with Michael Gaul**\n\n \n\nOn\nApril 24, 2020, we entered into an Employment Agreement with Michael Gaul to serve as Senior VP, Operations of the Company, effective\nMay 4, 2020. Mr. Gaul’s Employment Agreement provides that his employment will continue until either the Company or Mr. Gaul terminates\nhis employment in accordance with the terms of the Employment Agreement. Pursuant to the employment Agreement, Mr. Gaul is entitled to\nreceive an annual base salary of $250,000, which is subject to adjustment pursuant to the Company’s employee compensation practices.\nIn April 2022, Mr. Gaul’s base salary was increased to $350,000. On April 1, 2023, Mr. Gaul’s annual salary was increased\nto $400,000. In addition, pursuant to the Employment Agreement, Mr. Gaul is eligible to be considered for an incentive bonus for each\nfiscal year of the Company, which will be awarded based on objective or subjective criteria established by the Chief Executive Officer\nand approved by the Board or a committee thereof. On July\n1, 2022, Mr. Gaul stepped down as Senior VP, Operations of the Company and assumed the role of Chief Operating Officer. Notwithstanding\nthis titular change, the other terms of his Employment Agreement with us did not change.\n\n \n\nUnder\nthe Employment Agreement, termination of Mr. Gaul’s employment by the Company without cause, or by Mr. Gaul for “Good Reason”\n(as such term is defined in the Employment Agreement), will require the Company to pay severance to Mr. Gaul. Upon any such termination,\nand subject to the terms of the Employment Agreement and the Company’s policies, Mr. Gaul will be entitled to receive his base\nsalary for a period of six months, plus an additional month of severance payments for every two months of employment, with such additional\namounts to be cumulative and not to exceed a total of 12 months of severance payments. The Company will also continue to contribute to\nMr. Gaul’s health and dental benefits in the same proportion as during employment for the same duration as severance payments are\nmade. In the event of a Change of Control (as defined in the Employment Agreement), Mr. Gaul will receive severance payments equal to\nsix months’ base salary and the Company will continue to provide health and dental benefits in the same proportion as during employment\nfor six months. Mr. Gaul will also receive an additional month of severance for every two years of employment, with such amounts to be\ncumulative and not to exceed a total of 12 months of severance payments. In addition, all of Mr. Gaul’s options to acquire Company\nstock and restricted common stock awards which have not vested as of the date of termination will become immediately vested as of the\ndate of termination.\n\n \n\nThe\nEmployment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for 1 year\nfollowing any cessation of employment with respect to Mr. Gaul.\n\n \n\n**Employment Agreement with Douglas Larson**\n\n \n\nPursuant to the terms of an employment\nagreement between the Company and Mr. Larson dated August 20, 2021. Mr. Larson was to be paid an annual salary of $275,000 per year. In\nApril 2022, Mr. Larson’s annual salary was increased to $300,000. On April 1, 2023, Mr. Larson’s annual salary was increased\nto $350,000. In connection with the commencement of his employment, we issued Mr. Larson options to purchase 3,750 shares of common stock\nat an exercise price that has since been repriced to $1.95 per share. The options vest over four years at 25% per year and were 75% vested as of March 31, 2025.\n\n \n\nMr. Larson’s employment\nagreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation\nand non-competition covenants that run for a period of 12 months following his termination of employment for any reason.\n\n \n\nMr. Larson resigned as the Company’s Chief Financial Officer effective December 31, 2025.\n\n \n\n88\n\n \n\n \n\n**Option\nAwards Granted During the Year Ended March 31, 2026**\n\n \n\nOn\nAugust 13, 2025, Mr. Goodman was granted options to purchase 3,750 shares of\nour common stock with an exercise price of $2.45 per share, which was equal to the closing price of our common stock\non the date of grant. The options vest in equal annual installments over four years commencing on December 31, 2025.\n\n \n\nOn January 5, 2026, Mr. Moorhead was granted options to purchase 70,000 shares of our common stock with an exercise price of $0.79 per\nshare, which was equal to the closing price of our common stock on the date prior to the grant. The options vest in equal annual installments\nover four years commencing on December 31, 2025.\n\n \n\n**Outstanding\nEquity Awards as of March 31, 2026**\n\n \n\n  \nEquity awards\n\nName \n\n**Date of**\n\n**Grant**\n \n\n**Number of**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options (#)**\n\n**exercisable**\n  \n\n**Number of**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**options (#)**\n\n**unexercisable**\n  \n\n**Equity**\n\n**incentive**\n\n**plan**\n\n**awards:**\n\n**Number of**\n\n**securities**\n\n**underlying**\n\n**unexercised**\n\n**unearned**\n\n**options (#)**\n  \n\n**Option**\n\n**exercise**\n\n**price ($)**\n  \n\n**Option**\n\n**expiration**\n\n**date**\n  \n\n**Number of**\n\n**shares or**\n\n**units of**\n\n**stock**\n\n**that**\n\n**have not**\n\n**vested (#)**\n  \n\n**Market**\n\n**value of**\n\n**shares or**\n\n**units of**\n\n**stock**\n\n**that**\n\n**have not**\n\n**vested ($)**\n\n**(5)**\n \n\nSteven A. Lisi* \n08/31/2018 \n 20,000(1) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/31/2019 \n 12,500(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/11/2020 \n 3,500(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/04/2021 \n 10,000(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/03/2022 \n 14,000(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/29/2023 \n 40,000(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/20/2024 \n 47,500(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n -  \n - \n\n  \n03/26/2025 \n 47,500(2) \n -  \n -  \n 1.95  \n 03/27/2028  \n    \n   \n\nRobert Goodman \n08/13/2025 \n 938(2) \n 2,812  \n -  \n 1.95  \n 08/13/2035  \n -  \n 1,940 \n\nDaniel Moorhead \n01/05/2026 \n -(2) \n 70,000  \n -  \n 0.79  \n 01/05/2036  \n -  \n 48,300 \n\nMike Gaul \n03/11/2020 \n 2,000(2) \n -  \n -  \n 1.95  \n 03/11/2030  \n -  \n - \n\n  \n05/04/2020 \n 500(4) \n -  \n -  \n 1.95  \n 05/04/2030  \n -  \n - \n\n  \n03/04/2021 \n 1,250(2) \n -  \n -  \n 1.95  \n 03/04/2031  \n -  \n - \n\n  \n03/03/2022 \n 3,500(2) \n -  \n -  \n 1.95  \n 03/03/2032  \n -  \n - \n\n  \n03/29/2023 \n 6,375(2) \n 2,125  \n -  \n 1.95  \n 03/29/2033  \n -  \n 1,466 \n\n  \n03/20/2024 \n 8,750(2) \n 8,750  \n -  \n 1.95  \n 03/20/2034  \n -  \n 6,038 \n\n  \n03/26/2025 \n 5,000(2) \n 15,000  \n    \n 1.95  \n 03/26/2035  \n    \n 10,350 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\n  \n03/03/2022 \n -(3) \n -  \n -  \n -  \n -  \n 300  \n 207 \n\nDoug Larson** \n09/01/2021 \n 3,750(4) \n -  \n -  \n 1.95  \n 03/31/2027  \n -  \n - \n\n  \n03/03/2022 \n 1,000(2) \n -  \n -  \n 1.95  \n 03/31/2027  \n -  \n - \n\n  \n03/29/2023 \n 4,500(2) \n -  \n -  \n 1.95  \n 03/31/2027  \n -  \n - \n\n  \n03/20/2024 \n 7,500(2) \n -  \n -  \n 1.95  \n 03/31/2027  \n -  \n - \n\n  \n03/26/2025 \n 4,375(2) \n -  \n -  \n 1.95  \n 03/31/2027  \n    \n - \n\n \n\nAll\noption, share and exercise prices in the table have been adjusted for the 2025 Reverse Stock Split which was effectuated on July 14,\n2025.\n\n \n\n*\nMr. Lisi resigned as Chief Executive Officer and Chairman of the Board, effective March 26, 2026.\n\n**Mr.\nLarson resigned as Chief Financial Officer, effective December 31, 2025.\n\n \n\n \n(1)\n25%\noptions vests immediately, 25% vests December 31, 2018, 25% vests each following December 31.\n\n \n \n \n\n \n(2)\n25%\noptions vests in December of the year of grant, 25% vests each following December.\n\n \n \n \n\n \n(3)\nRestricted\nstock units vest 20% per year with the first tranche vesting in December in the year of grant\n\n \n \n \n\n \n(4)\n25%\noptions vests on the anniversary date of the grant, 25% each following year on the anniversary date.\n\n \n \n \n\n \n(5)\nMarket\nvalue was calculated based upon the closing stock price on the last trading day of the fiscal year ended March 31, 2026 ($0.69).\n\n \n\n89\n\n \n\n \n\n**Director\nCompensation**\n\n \n\nPersons\nserving as both an officer and a director of the Company are only included in the Summary Compensation Table above for the year ended\nMarch 31, 2026.\n\n \n\nName \nFees\nearned\nor paid\nin cash\n($)  \nStock\nawards\n($)  \nOption\nawards\n($)\n(1) (2)  \nNon-equity\nincentive\nplan\ncompensation\n($)  \nNonqualified\ndeferred\ncompensation\nearnings\n($)  \nAll Other\nCompensation\n($)  \nTotal\n($) \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nDr. William Forbes \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nErick J. Lucera \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nYoori Lee \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nRobert F. Carey \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n \n\n(1)\nDuring\nthe year ended March 31, 2026, there were no equity awards granted to directors. As of\nMarch 31, 2026, the aggregate number of options to purchase Beyond Air’s common stock held by each director on the Board of\nDirectors was as follows: (i) 13,652 by Dr. Forbes; (ii) 14,252 by Mr. Lucera; (iii) 14,004 by Ms. Lee; and (v) 21,802 by Mr.\nCarey. As of March 31, 2026, Mr. Carey additionally held an aggregate of 65,000 options to purchase Beyond Cancer’s common\nstock and 19,125 options to purchase NeuroNos common stock.\n\n \n \n\n(2)\nThe\nrespective agreements include a change of control provision that would automatically vest any unvested stock options if triggered."}