Beyond Air, Inc.

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions. Our compensation committee reviews and approves corporate goals and objectives relating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those goals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. Our compensation committee has the sole authority to determine our Chief Executive Officer’s compensation. In addition, our compensation committee, in consultation with our Chief Executive Officer, reviews and approves all compensation for other officers, as well as the directors.

The compensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside experts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.

The compensation committee has full authority to form and delegate authority to one or more subcommittees consisting solely of one or more members of the compensation committee as it deems appropriate from time to time. The compensation committee may delegate to the Chief Executive Officer or any other executive officer the authority to grant equity awards to employees of the Company who are not directors or officers of the Company, on such terms and subject to such limitations as the compensation committee may determine in compliance with Delaware corporate law.

Summary Compensation Table

The following table summarizes compensation for the years ended March 31, 2026 and 2025 for our “named executive officers”, namely our (i) principal executive officer (PEO); (ii) our two other most highly compensated executive officers whose total compensation exceeded $100,000 for the fiscal year ended March 31, 2026; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to Item 402(m)(2)(ii) of Regulation S-K but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year:

Employment Agreements with Named Executive Officers

Our employment agreements with our named executive officers contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions.

Employment Agreement with Steven Lisi

On June 30, 2018, we entered into an employment agreement with Mr. Lisi to serve as our Chief Executive Officer with an annual base salary of $450,000, subject to review of the compensation committee at least annually. On April 1, 2022, Mr. Lisi’s annual salary was increased to $650,000. In addition to his base salary, Mr. Lisi is eligible to receive a short-term incentive bonus equal to a percentage of his base salary in effect at the end of the fiscal year, based partially on performance weighted bonus objectives established for Mr. Lisi by the Board of Directors (which includes both corporate objectives and individual objectives) for the fiscal year, with such objectives to be discussed with Mr. Lisi prior to being established, and partially based on the discretion of the Board of Directors. The target bonus percentage each fiscal year is an amount equal to 60% of Mr. Lisi’s base salary in effect at the end of each fiscal year. However, the actual short-term incentive bonus as determined by the Board of Directors may range from 0% to higher than 100% of the base salary. Any short-term incentive bonus shall be paid on or before April 15 of the following year and may include cash, stock options and restricted stock awards. If paid in stock options or restricted stock awards, the short-term incentive bonus must be paid separately from, and independently of, any long-term equity incentive award. Pursuant to the employment agreement, Mr. Lisi is also eligible to receive awards of stock options or restricted stock grants as may be determined from time to time by the Board of Directors or the compensation committee of the Board of Directors.

Mr. Lisi’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation of employees and customers that runs for a period of one year following his termination of employment for any reason.

On March 26, 2026, Mr. Lisi resigned as the Company’s chief executive officer and member of the Board and from all his positions with the Company and its subsidiaries, effective March 27, 2026. Mr. Lisi’s resignation is not the result of any disagreement with the Company or its Board or any matter relating to the Company’s operations, policies, or practices.

On March 27, 2026, the Company executed a Separation and Release of Claims Agreement with Mr. Lisi (“Release Agreement”). The Release Agreement contains customary protections, including a general release of claims by Mr. Lisi in favor of the Company and certain other related parties. Pursuant to the terms of the Release Agreement, the Company shall be obligated to pay Mr. Lisi $650,000 separation pay in the form of compensation continuation over 12 months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary payroll withholdings. The Company shall also pay Mr. Lisi COBRA premiums for 12 months. All unvested options and all unvested stock restriction unit awards held by Mr. Lisi as of March 27, 2026, shall be accelerated and shall immediately vest, and shall continue to remain exercisable for twenty-four (24) months from March 27, 2026.

Employment Agreement with Daniel Moorhead

Pursuant to the terms of an employment agreement between the Company and Mr. Moorhead effective December 25, 2025. Mr. Moorhead was to be paid an annual salary of $325,000 per year and he will be eligible for a discretionary bonus and to participate in the Plan. In addition, Mr. Moorhead was granted an employment inducement stock option award exercisable for the purchase of 70,000 shares of the Company’s Common Stock, subject to the terms of the Plan, and the applicable award agreement to be entered into by and between the Company and Mr. Moorhead. The stock option will vest 25% on the first anniversary and annually thereafter in 3 equal installments, provided that, no portion of the stock option that is not exercisable at the time of termination of employment for any reason shall thereafter become exercisable.

Pursuant to Mr. Moorhead’s employment agreement, in the event of his termination of employment without “cause” or resignation for “good reason,” as such terms are defined in his employment agreement, subject to Mr. Moorhead’s execution of a release, Mr. Moorhead will be entitled to receive (i) his base salary for a period of six months, payable in accordance with the Company’s regular payroll practices, with an accelerated payment of any balance upon the occurrence of a “change in control,” as such term is defined in his employment agreement, provided that if such termination of employment occurs within three months before or within 12 months after the occurrence of a change in control, the severance payable to Mr. Moorhead will be increased to an amount equal to Mr. Moorhead’s base salary for a period of 18 months and be payable in a single lump sum payment; and (ii) payment or reimbursement (upon presentation of proof of payment) of Mr. Moorhead’s medical insurance premiums at the same level as was in effect on the termination date for a period of six months, which period will increase to 18 months if such termination of employment occurs within three months before or within 12 months after the occurrence of a change in control.

Mr. Moorhead’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation and non-competition covenants that run for a period of 12 months following his termination of employment for any reason.

Employment Agreement with Michael Gaul

On April 24, 2020, we entered into an Employment Agreement with Michael Gaul to serve as Senior VP, Operations of the Company, effective May 4, 2020. Mr. Gaul’s Employment Agreement provides that his employment will continue until either the Company or Mr. Gaul terminates his employment in accordance with the terms of the Employment Agreement. Pursuant to the employment Agreement, Mr. Gaul is entitled to receive an annual base salary of $250,000, which is subject to adjustment pursuant to the Company’s employee compensation practices. In April 2022, Mr. Gaul’s base salary was increased to $350,000. On April 1, 2023, Mr. Gaul’s annual salary was increased to $400,000. In addition, pursuant to the Employment Agreement, Mr. Gaul is eligible to be considered for an incentive bonus for each fiscal year of the Company, which will be awarded based on objective or subjective criteria established by the Chief Executive Officer and approved by the Board or a committee thereof. On July 1, 2022, Mr. Gaul stepped down as Senior VP, Operations of the Company and assumed the role of Chief Operating Officer. Notwithstanding this titular change, the other terms of his Employment Agreement with us did not change.

Under the Employment Agreement, termination of Mr. Gaul’s employment by the Company without cause, or by Mr. Gaul for “Good Reason” (as such term is defined in the Employment Agreement), will require the Company to pay severance to Mr. Gaul. Upon any such termination, and subject to the terms of the Employment Agreement and the Company’s policies, Mr. Gaul will be entitled to receive his base salary for a period of six months, plus an additional month of severance payments for every two months of employment, with such additional amounts to be cumulative and not to exceed a total of 12 months of severance payments. The Company will also continue to contribute to Mr. Gaul’s health and dental benefits in the same proportion as during employment for the same duration as severance payments are made. In the event of a Change of Control (as defined in the Employment Agreement), Mr. Gaul will receive severance payments equal to six months’ base salary and the Company will continue to provide health and dental benefits in the same proportion as during employment for six months. Mr. Gaul will also receive an additional month of severance for every two years of employment, with such amounts to be cumulative and not to exceed a total of 12 months of severance payments. In addition, all of Mr. Gaul’s options to acquire Company stock and restricted common stock awards which have not vested as of the date of termination will become immediately vested as of the date of termination.

The Employment Agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for 1 year following any cessation of employment with respect to Mr. Gaul.

Employment Agreement with Douglas Larson

Pursuant to the terms of an employment agreement between the Company and Mr. Larson dated August 20, 2021. Mr. Larson was to be paid an annual salary of $275,000 per year. In April 2022, Mr. Larson’s annual salary was increased to $300,000. On April 1, 2023, Mr. Larson’s annual salary was increased to $350,000. In connection with the commencement of his employment, we issued Mr. Larson options to purchase 3,750 shares of common stock at an exercise price that has since been repriced to $1.95 per share. The options vest over four years at 25% per year and were 75% vested as of March 31, 2025.

Mr. Larson’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation and non-competition covenants that run for a period of 12 months following his termination of employment for any reason.

Mr. Larson resigned as the Company’s Chief Financial Officer effective December 31, 2025.

Option Awards Granted During the Year Ended March 31, 2026

On August 13, 2025, Mr. Goodman was granted options to purchase 3,750 shares of our common stock with an exercise price of $2.45 per share, which was equal to the closing price of our common stock on the date of grant. The options vest in equal annual installments over four years commencing on December 31, 2025.

On January 5, 2026, Mr. Moorhead was granted options to purchase 70,000 shares of our common stock with an exercise price of $0.79 per share, which was equal to the closing price of our common stock on the date prior to the grant. The options vest in equal annual installments over four years commencing on December 31, 2025.

Outstanding Equity Awards as of March 31, 2026

All option, share and exercise prices in the table have been adjusted for the 2025 Reverse Stock Split which was effectuated on July 14, 2025.

• Mr. Lisi resigned as Chief Executive Officer and Chairman of the Board, effective March 26, 2026.

**Mr. Larson resigned as Chief Financial Officer, effective December 31, 2025.

Director Compensation

Persons serving as both an officer and a director of the Company are only included in the Summary Compensation Table above for the year ended March 31, 2026.