Steven Lisi

About Steven Lisi

Steven A. Lisi, age 54, is Chairman and Chief Executive Officer of Beyond Air, Inc. (XAIR), serving as CEO since June 14, 2017 and director since January 13, 2017 . He holds a Master’s in International Business from Pepperdine University and previously led corporate development at Avadel Technologies, helping drive an enterprise value increase from ~$100M to ~$1B in three years; he also spent 18 years investing in global healthcare at OrbiMed, SAC Capital, Millennium Partners, Panacea, and Deerfield . Under pay-versus-performance disclosure, the value of a hypothetical $100 investment in XAIR fell to $25.78 by FY2024 (from the FY2022 baseline), coinciding with a FY2024 net loss of $64.3M; FY2023 and FY2022 values were $101.05 and $121.45, with net losses of $59.4M and $44.1M respectively . The company has faced Nasdaq bid-price deficiency and sought reverse-split authorization, citing a last reported sale price of $0.2071 on April 23, 2025 and delisting risk if compliance cannot be regained .

Past Roles

External Roles

Fixed Compensation

Notes:

• Annual bonus is based on corporate and individual objectives and Board discretion; payout range may be 0% to >100% of base salary .
• Lisi’s base salary was increased to $650,000 in April 2022 (from $450,000 in 2018) .

Performance Compensation

• Program design: The compensation committee evaluates annual incentives primarily on commercial metrics, R&D milestones, and other business objectives; financial results are not the primary determinant, and the committee did not use the “pay versus performance” table to set pay .
• Clawback: A Dodd-Frank/Nasdaq-compliant clawback policy effective October 2, 2023 recoups excess incentive compensation after restatements, covering the prior 3 completed fiscal years .
• Hedging: Speculative hedging requires pre-clearance but is generally permitted; policy prohibits employees/directors from purchasing public puts/calls without pre-clearance; no broad anti-hedging ban is disclosed .
• Repricing authority: The Seventh Amended & Restated 2013 Equity Plan authorizes the Board to reduce option/SAR prices, cancel/regrant underwater awards, and take other actions treated as repricing (subject to Nasdaq floor) without stockholder approval .

Recent Equity Grants (Selected)

Vesting footnotes (per proxy):

• Many option grants vest 25% on Dec 31 of the grant year and 25% each following Dec 31 until fully vested .
• RSUs generally vest 20% per year; some first tranches vest in December of grant year .

Pay Versus Performance (Context)

Equity Ownership & Alignment

Additional alignment and risk considerations:

• Ownership cap: Lisi’s and certain holders’ warrants cannot be exercised above 9.99% beneficial ownership, which affects reported percentage but not gross potential dilution if caps are lifted or positions transferred .
• Pledging: No disclosure of share pledging by Lisi in the proxy materials reviewed .
• Hedging: Permitted with pre-clearance under insider trading policy, which may reduce direct exposure to downside if used (policy allows certain hedges; purchase of public puts/calls requires pre-clearance) .

Employment Terms

Board Governance

• Board roles: Lisi serves as Chairman and CEO; the Board currently has no Lead Independent Director .
• Independence: Five directors (Bentsur, Lucera, Lee, Forbes, Carey) are independent under Nasdaq rules; committee independence also confirmed (Audit: Lucera Chair; Comp: Lee Chair; Nominating: Lucera Chair) .
• Attendance: In FY2024 the Board met five times; each director attended at least 75% of Board and committee meetings; two directors attended the 2024 annual meeting .
• Dual-role implications: Combining CEO and Chair concentrates authority; the Board cites Lisi’s company/industry knowledge for this structure and periodically reassesses it .

Director Compensation (as Director)

• Non-employee directors received option awards (no cash fees reported) in FY2024; Lisi, as an executive director, is excluded from the director compensation table and is compensated as an executive .
• FY2024 non-employee director grants (grant-date fair value): Bentsur, Forbes, Lucera, Lee each $51,300; Carey $102,600 (additional strategic support) .

Capital Structure, Dilution, and Insider Selling Pressure Signals

• September 2024 private placement: $20.6M gross proceeds; issued 24,999,999 shares at $0.5043, 15,848,712 pre-funded warrants at $0.5042 (exercise $0.0001), and 40,848,711 common warrants at $0.38; warrants have 4.99%/9.99% blocks and weighted-average anti-dilution adjustments (with a floor) .
• Post-transaction obligations: Company committed to seek shareholder approval for warrant issuance and to increase authorized shares; lack of approval triggers liquidated damages up to 1.0% of proceeds .
• Reverse split authorization (May 2025): Board seeking ratio 1:10 to 1:50 to regain Nasdaq bid-price compliance; last sale price $0.2071 on 4/23/2025; delisting would materially hinder capital access and could force restructuring .
• Equity plan repricing authority: Board can reprice or replace underwater awards without stockholder approval, a potential red flag for pay-for-performance alignment if used .

Investment Implications

• Alignment vs. protection: Lisi holds a substantial economic stake (beneficial ownership capped at 9.99% due to warrant limits), plus significant vested options and warrants; hedging is permitted with pre-clearance, and no pledging disclosure was found, which is mixed for alignment (exposure retained but hedging could dampen downside alignment) .
• Incentive design: Annual incentives rely on operational milestones (commercialization, R&D), not GAAP results; equity is a major component, but board-level repricing authority introduces potential for reduced performance sensitivity if underwater awards are reset .
• Retention and change-of-control: Robust severance (24 months base + 1.5x last STI) and a double-trigger CIC package including a one-time 650,000-share grant and full acceleration are supportive of retention but create meaningful shareholder cost in a sale; double-trigger structure mitigates windfall risk versus single-trigger .
• Trading/dilution signals: Large blocks of low-strike pre-funded and common warrants outstanding could create supply overhang upon exercise when caps permit; reverse split authorization and Nasdaq compliance issues signal financing dependence and potential dilution ahead .
• Performance track: Pay-versus-performance shows severe TSR compression by FY2024 ($25.78 from a $100 baseline) and widening net losses, highlighting execution risk and challenging capital market conditions during Lisi’s ongoing tenure .

Appendix: Key Tables

Executive Compensation (Summary)

Outstanding Equity Awards (Selected for Lisi, as of 3/31/2024)

Vesting schedules per-footnote: options commonly 25% on Dec 31 in year of grant and 25% each following Dec 31 until vested; RSUs 20% per year (first tranche often in grant year) .

Beneficial Ownership (Lisi)

Breakdown at Apr 23, 2025: includes 506,321 pre-funded warrants, 5,356,805 warrants, and 1,767,500 vested options .

Board Committees (as of Oct 31, 2024)

Nasdaq Compliance and Reverse Split

• Bid-price deficiency noted Aug 8, 2024; extension to Aug 4, 2025; reverse split range 1:10 to 1:50 approved for discretion; last reported sale price $0.2071 on 4/23/2025 .
• Non-compliance could lead to delisting and materially limit capital access; company warns of potential restructuring if delisted .

Sources

• Beyond Air, Inc. DEF 14A (Oct 31, 2024): governance, compensation, employment agreements, equity plans, private placement and warrant terms, beneficial ownership, board structure, clawback, hedging .
• Beyond Air, Inc. DEF 14A (May 5, 2025): special meeting for reverse split; price levels; beneficial ownership updates .