William Forbes
Beyond AirAbout William Forbes
Independent director at Beyond Air, Inc. (XAIR) since August 2018; age 63. More than 30 years in pharmaceutical product development, contributing to multiple US/EU approvals; currently Chief Development Officer at Heron Therapeutics (Nasdaq: HRTX) since June 2023, with prior senior roles at Trevi Therapeutics (CDO, 2021–2022) and Salix Pharmaceuticals (Chief Development Officer; Head of Medical & R&D, 2005–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salix Pharmaceuticals | Chief Development Officer; Head of Medical & R&D | 2005–2015 | Led development contributing to multiple approvals |
| Various global pharma | Clinical Development & Regulatory; Clinical Research | ~15 years (pre-2005) | Regulatory and clinical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heron Therapeutics, Inc. (Nasdaq: HRTX) | Chief Development Officer | Jun 2023–present | Commercial-stage biotech |
| Trevi Therapeutics | Chief Development Officer | Feb 2021–Sep 2022 | Clinical-stage, neuro-mediated diseases |
Board Governance
- Committee assignments: Nominating Committee member (chair: Erick Lucera); not listed on Audit or Compensation .
- Independence: Board determined Forbes is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board held five meetings in FY24; each director attended at least 75% of Board and committee meetings .
- Board structure: CEO is also Chair; board does not have a Lead Independent Director .
- Policies:
- Hedging policy requires pre-clearance; prohibits purchasing public puts/calls, but other hedging transactions generally permitted (risk of misalignment) .
- Clawback policy effective Oct 2, 2023, compliant with SEC/Nasdaq; recoups excess incentive comp after restatements over prior 3 completed fiscal years (applies to current/former executives) .
- Related-party transactions oversight: Audit Committee reviews, requires disclosure and recusal; written policies in place .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | No cash fees shown in director comp table |
| Committee/Chair fees | Not disclosed | Not detailed |
Performance Compensation
| Component | FY 2024 | Grant Terms | Vesting/COC |
|---|---|---|---|
| Stock options (annual director grant) | $51,300 option award value | Each director received options to purchase 45,000 shares; 10-year term | Change-of-control provision automatically vests any unvested options/RSUs |
Performance metrics tied to director compensation: None disclosed (director equity appears time-based; no TSR/financial metrics specified) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Forbes (external role is executive at Heron, not a directorship) .
- Potential interlocks: No disclosed overlaps with competitors/suppliers/customers; Audit Committee policy addresses conflicts .
Expertise & Qualifications
- Deep product development and regulatory expertise; track record of US/EU approvals across multiple therapeutic areas .
- Industry breadth across clinical development, regulatory, and R&D leadership .
Equity Ownership
| Metric | As of Oct 11, 2024 | As of Apr 23, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 116,605 (includes 101,750 vested options) | 151,605 (includes 151,605 vested options) |
| Ownership % of outstanding | <1% | <1% |
Stock ownership guidelines: Not disclosed . Shares pledged: Not disclosed .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Qty | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-11-04 | 2025-11-06 | Award (A) | Stock Options (Right to buy) | 3,750 | $1.95 | 3,750 | https://www.sec.gov/Archives/edgar/data/1641631/000149315225021143/0001493152-25-021143-index.htm |
| 2025-11-04 | 2025-11-06 | Award (A) | Stock Options (Right to buy) | 2,250 | $1.95 | 2,250 | https://www.sec.gov/Archives/edgar/data/1641631/000149315225021143/0001493152-25-021143-index.htm |
Note: Records reflect director awards and current positions; additional transactions exist in 2023–2025 period per SEC Form 4 feed (see linked filings).
Governance Assessment
- Strengths:
- Independent director with significant development/regulatory expertise; member of Nominating Committee supporting governance processes .
- Clawback policy aligned with SEC/Nasdaq standards improves accountability .
- Robust related-party transaction review and recusal policy .
- Concerns/RED FLAGS:
- Compensation plan repricing authority: Seventh Amended Plan gives Board discretion to reprice options and cancel underwater awards in exchange for new awards or cash without shareholder approval—generally shareholder-unfriendly; while constrained by Nasdaq pricing rules, it introduces dilution/incentive risk .
- Hedging policy allows certain hedging transactions (with pre-clearance), potentially weakening alignment versus strict prohibitions common among best-practice boards .
- Board leadership concentration (CEO also Chair) and lack of Lead Independent Director reduce independent oversight; governance risk heightened in stressed capital conditions .
- Company-level risk context: Active reverse split authorization due to Nasdaq minimum bid price deficiency and potential delisting, with explicit disclosure of capital constraints and restructuring risk—material investor confidence issue (not Forbes-specific but relevant to board effectiveness) .
Overall, Forbes’ technical and regulatory background is additive to board effectiveness and nomination governance; however, investor confidence is affected by compensation repricing discretion and leadership structure, warranting monitoring of director equity awards, independence in compensation decisions, and board engagement on capital/NYSE/Nasdaq compliance .