Ron Bentsur

About Ron Bentsur

Ron Bentsur (age 59) has served on Beyond Air’s Board since January 2017. He is CEO, President, and Chairman of Nuvectis Pharma (since 2021) and previously served as CEO of UroGen Pharma (2015–2019), CEO of Keryx Biopharmaceuticals (2009–2015), CEO of XTL Biopharmaceuticals (2006–2009), and CFO of Keryx; earlier he was an investment banker at Leumi Underwriters and ING Barings Furman Selz. He holds a B.A. in Economics and Business Administration (with distinction) from Hebrew University and an MBA, magna cum laude, from NYU Stern; he also serves as a Director of Stemline Therapeutics, Inc. .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member (not chair) .
• Independence: Board determined Bentsur is independent under Nasdaq Rule 5605 and SEC rules; also independent for audit and compensation committee standards .
• Attendance: Board held 5 meetings in FY ended Mar 31, 2024; each director attended ≥75% of aggregate Board and committee meetings; two directors attended the 2024 Annual Meeting (no individual attendance names disclosed) .
• Board leadership: CEO is also Chairman; the company has no Lead Independent Director .
• Related-party transactions: Audit Committee reviews/approves related-party transactions; no specific related-party transactions involving Bentsur disclosed .
• Clawback and hedging: Company adopted a Dodd-Frank-compliant clawback policy (effective Oct 2, 2023); hedging requires pre-clearance and prohibits purchase of public puts/calls but otherwise allows hedging transactions, which is shareholder-unfriendly relative to stricter bans .

Fixed Compensation

Performance Compensation

Director Option Award Value (FY 2024)

Performance Metrics

• No director-specific performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director equity grants. Director options carry standard service-based vesting; all unvested equity accelerates upon change of control .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and operations leadership in biopharma; led an FDA approval and product launch at Keryx .
• Education: B.A. Economics & Business Administration (Hebrew University); MBA magna cum laude (NYU Stern) .
• Committee experience across audit and compensation .

Equity Ownership

Insider Trades (Form 4) – Ron Bentsur

Observation: The Nov 22, 2024 series shows cancellation/return of multiple higher-strike grants and issuance of multiple new lower-strike option awards on the same day, consistent with the Seventh Amended Equity Plan’s allowance for repricing/cancellation and regrant without stockholder approval (subject to Nasdaq minimum price rules) .

Governance Assessment

• Strengths:

  • Independent director serving on Audit and Compensation Committees; Board affirmed independence under Nasdaq and SEC rules .
  • Meets attendance thresholds; participates in critical governance functions .
  • Company has an SEC/Nasdaq-compliant clawback policy, enhancing accountability .

• Concerns/RED FLAGS:

  • Board structure lacks Lead Independent Director while CEO is also Chairman, reducing independent counterbalance .
  • Equity plan changes explicitly permit option repricing/cancellation and regrant without stockholder approval; Bentsur’s Nov 22, 2024 Form 4 shows practical use of this mechanism (cancellations of higher-strike options and grants at ~$0.54), which can weaken pay-for-performance alignment if not tightly governed .
  • Hedging policy allows certain hedges (with pre-clearance), prohibiting only purchase of public puts/calls; many investors view permitted hedging by insiders as misaligned with shareholder interests .
  • No director ownership guidelines disclosed and Bentsur’s ownership is <1%, limiting “skin in the game” optics .

• Related-party/Conflicts:

  • No related-party transactions involving Bentsur are disclosed; Audit Committee oversees and must pre-approve any such transactions, with recusals required .
  • External executive role at Nuvectis and directorship at Stemline present potential industry overlap; no Beyond Air dealings are disclosed .

• Compensation Committee:

  • Bentsur serves alongside Yoori Lee (Chair) and Erick Lucera; the committee is authorized to engage compensation consultants and administer plans, including repricing authority under the Seventh Amended Plan .