Yoori Lee
Beyond AirAbout Yoori Lee
Independent director at Beyond Air, Inc. (ticker: XAIR), age 52 as of October 31, 2024; joined the Board in January 2018 and is designated independent under Nasdaq rules . Co‑founder and President of Trio Health Advisory Group since 2013; previously Managing Director at Leerink Partners and Director of MEDACorp Services, helping build a 35,000+ expert network .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leerink Partners LLC | Managing Director; Director of MEDACorp Services | Over 15 years | Built MEDACorp expert network to >35,000 professionals, supporting healthcare diligence and insight generation |
| Trio Health Advisory Group, Inc. | Co‑founder and President | Since 2013 | Focus on improving patient outcomes via multi‑stakeholder coordination |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Trio Health Advisory Group, Inc. | Private healthcare advisory | Co‑founder & President | Ongoing leadership; no related‑party transactions disclosed with XAIR |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating Committee; independent director .
- Audit committee composition (for context): Erick Lucera (Chair), Ron Bentsur, Robert Carey .
- Independence: Board determined Lee is independent under Nasdaq Rule 5605(a)(2) .
- Board meeting attendance: FY2023—Board held 4 meetings; each director attended ≥75%; FY2024—Board held 5 meetings; each director attended ≥75% .
- Lead Independent Director: None; Chairman and CEO roles combined (Steven Lisi) .
- Clawback policy: Adopted October 2, 2023, consistent with SEC/Nasdaq Listing Rule 5608 .
- Hedging policy: Pre‑clearance required; purchase of public puts/calls prohibited; other hedging transactions generally permitted, a potential alignment concern .
Fixed Compensation
| Year (Fiscal) | Director Cash Retainer ($) | Committee/Chair Cash Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| FY2023 (ended Mar 31, 2023) | – | – | – | – |
| FY2024 (ended Mar 31, 2024) | – | – | – | – |
XAIR’s proxy tables show no cash fees for non‑employee directors in FY2023 and FY2024; compensation delivered primarily in stock options .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant‑Date Fair Value ($) | Strike Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| FY2023 (Board annual grant) | Stock Options | 40,000 | 199,200 | Not disclosed in proxy | Not disclosed | 10 years from grant |
| Nov 22, 2024 | Stock Options | 45,000 | 51,300 | 0.54 | Not disclosed | 10 years from grant |
| Mar 26, 2025 | Stock Options | 75,000 | Not in proxy (Form 4) | 0.2946 | Not disclosed | Not disclosed |
Board grants (FY2023/FY2024) are standard director options with 10‑year terms; detailed vesting terms not disclosed in proxy filings .
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| None disclosed | – | – | No current public company directorships reported for Lee; director service limited to XAIR . |
Expertise & Qualifications
- Healthcare ecosystem expertise (clinical, regulatory, policy) via MEDACorp leadership and Leerink tenure .
- Patient‑outcomes focus through Trio Health leadership; industry network and stakeholder coordination experience .
- Governance: Chairs Compensation Committee; committee authorized to engage independent consultants and oversee executive and director pay structures .
Equity Ownership
| As‑of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown (vested options included) |
|---|---|---|---|
| Jan 10, 2024 | 121,404 | <1% | Includes 108,750 vested options |
| Apr 23, 2025 | 156,404 | <1% | Includes 143,750 vested options |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price ($) | Post‑Txn Ownership (Shares) | SEC Link |
|---|---|---|---|---|---|---|
| Nov 26, 2024 | Nov 22, 2024 | Award (Stock Options) | 45,000 options | 0.54 | 45,000 | |
| Mar 28, 2025 | Mar 26, 2025 | Award (Stock Options) | 75,000 options | 0.2946 | 75,000 |
Governance Assessment
-
Strengths
- Independent director leading Compensation Committee; independence verified under Nasdaq rules .
- Formal clawback policy adopted (Oct 2023) aligning with SEC/Nasdaq governance expectations .
- No related‑party transactions disclosed involving Lee; audit committee oversight of related‑party reviews .
-
Watch items / RED FLAGS
- Option repricing authority added in the Seventh Amended Plan (Board may reduce exercise prices, cancel underwater awards for new awards/cash) — increases pay flexibility but raises shareholder alignment concerns; as Compensation Chair, Lee’s oversight is relevant .
- Hedging policy permits certain hedging transactions (with pre‑clearance), which can weaken alignment if used; public puts/calls prohibited but other instruments allowed .
- No Lead Independent Director; combined Chair/CEO structure reduces independent oversight leverage .
- Capital structure stress and dilutive financings (significant warrant overhang, authorized share increase, and reverse stock split authorizations) create shareholder value risk; board endorsed these measures to preserve listing and liquidity .
-
Director Compensation Alignment
- Director pay largely in equity options (minimal/no cash), aligning compensation with long‑term equity value; grants at low strike prices (per Form 4) increase sensitivity to shareholder returns .
Overall: Lee brings deep healthcare network and compensation oversight. Key governance risks relate to plan repricing latitude, permissive hedging, and absence of a lead independent director amid significant capital structure actions; these merit monitoring of Compensation Committee decisions and disclosure quality .
Appendix: Committee Assignments (Current)
| Committee | Role | Members |
|---|---|---|
| Compensation | Chair | Yoori Lee; Erick J. Lucera; Ron Bentsur |
| Nominating | Member | Erick Lucera (Chair); Yoori Lee; Dr. William Forbes |
| Audit | Not a member | Erick Lucera (Chair); Ron Bentsur; Robert F. Carey |