Robert Carey

About Robert Carey

Robert F. Carey (age 66) has served as an independent director of Beyond Air, Inc. (XAIR) since February 2019. He is a veteran healthcare investment banker and operator, having helped companies raise and advise on more than $10 billion across IPOs, follow-ons, debt, private placements, and M&A/alliances. Carey co-founded ACELYRIN, Inc. and served as its President (July 2020–December 2022), and previously was EVP & Chief Business Officer at Horizon Therapeutics (2014–2019), following senior investment banking roles at JMP Securities, Dresdner Kleinwort Wasserstein, and Vector Securities. He holds a B.B.A. in Accounting from the University of Notre Dame and currently serves on the boards of Beyond Cancer Ltd. and Sangamo Therapeutics, Inc.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Chair is Erick J. Lucera. Carey is not on Compensation or Nominating Committees.
• Independence: Board determined Carey is independent under Nasdaq and SEC rules; he also meets heightened audit committee independence standards.
• Attendance & engagement: Board held five meetings in FY ended Mar 31, 2024, and each director attended at least 75% of board and applicable committee meetings; two directors attended the 2024 annual meeting.
• Leadership structure: CEO Steven Lisi serves as Chairman; no Lead Independent Director role.
• Related-party approval process: Audit Committee reviews and must approve related-party transactions; involved directors must recuse; annual polling occurs.

Fixed Compensation

Notes:

• FY 2024: Each non-employee director received options to purchase 45,000 shares; Carey received an additional 45,000 options for “additional strategic support”; options expire 10 years from grant. Agreements include change-of-control automatic vesting for unvested equity.
• FY 2023: Each director received options to purchase 40,000 shares; Carey additionally received 15,000 options in Beyond Cancer’s common stock; 10-year expiry; change-of-control auto-vesting.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and M&A: Extensive biopharma financing advisory and deal execution record (> $10B) .
• Operating acumen: Senior executive experience scaling Horizon’s portfolio and revenue .
• Education: B.B.A. in Accounting, University of Notre Dame .

Equity Ownership

Additional ownership constraints: Under warrant terms, Carey (and certain holders) may not exercise above 9.99% (“Ownership Cap”). Percentages reflect the cap, while share counts do not.

Related-Party Transactions & Conflicts

• Director loan and warrant issuance: On September 27, 2024, XAIR issued 9,886,633 warrants to Carey with a $0.3793 strike in connection with his binding term sheet to loan $7,500,000 to the company; similar warrants were issued to CEO Steven Lisi for a $2,500,000 loan (3,295,544 warrants). The proxy states no other transactions above the SEC threshold with directors/5% holders, aside from compensation. Audit Committee policies govern review/approval.

RED FLAGS

• Director financing with significant warrant package (loan + 9.89M warrants) raises potential conflict/independence optics; while independence is affirmed, investors may scrutinize terms and approval rigor.
• Concentrated ownership near the 9.99% cap heightens influence risk, even if exercise limits apply.
• Equity plan amendments enable option/SAR repricing without shareholder approval (subject to Nasdaq minimum price), which can be shareholder-unfriendly if used for directors; adopted as Seventh Amended Plan proposal.

Director Compliance & Policies

• Section 16(a) compliance: For FY ended Mar 31, 2024, all officers, directors, and >10% holders complied timely with Section 16 filings, per the proxy.
• Hedging policy: Speculative hedging requires pre-clearance; purchase of public puts/calls is prohibited; broader hedging transactions are generally permitted unless otherwise restricted.
• Clawback policy: Adopted October 2, 2023; complies with SEC/Nasdaq Rule 5608; applies to current/former executives for incentive compensation in accounting restatements (3-year lookback). Not director-specific compensation.

Governance Assessment

• Committee effectiveness: Carey serves on the Audit Committee alongside experienced financial executives; audit committee reports reflect standard oversight and independence, with Lucera as financial expert and Chair.
• Alignment: Carey’s substantial equity-linked exposure (warrants, options) and capped beneficial ownership suggest strong economic alignment, but concentration and warrant structures may introduce perception risks.
• Engagement and independence: Attendance thresholds were met; independence affirmed; however, the 2024 loan/warrant transaction is a governance sensitivity requiring transparent Audit Committee review and robust recusal/documentation.
• Signals to investors: Year-over-year decline in director option grant value for Carey (from $324,600 to $102,600) reduces guaranteed equity compensation; however, allowance for option repricing under the amended plan is a potential shareholder risk.

Appendix: Key Audit Committee Composition (FY 2024)

Appendix: Director Option Grant Details (FY 2024)