🧾 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major, shareholder-impacting news. In this case, it contains two parts:

The official legal Separation Agreement with the departing CEO.
A Press Release announcing the leadership change. It tells the story of a planned CEO transition, the terms of the departure, and who is taking over.

👥 Leadership Change: Who & Why

Steve Lisi is stepping down as Chief Executive Officer (CEO), Chairman of the Board, and from all officer roles after 9 years at the helm. His last day is March 27, 2026. He led the company through the development and initial launch of its key product, LungFit PH.

Robert Goodman, the current Chief Commercial Officer and Director, is immediately appointed as the new CEO. The Board believes his experience is perfect for the company's next phase: aggressively growing sales and scaling commercial operations.

👉 Why it matters: This is a classic "founder-led to growth-leader" transition. Lisi built the company and platform; Goodman is the seasoned commercial operator brought in to scale it.

💰 The "Goodbye" Package for Steve Lisi

The Separation Agreement details what Lisi gets for leaving and releasing all claims against the company:

Salary: 12 months of his base salary ($650,000 per year), paid in regular installments.
Health Insurance: Can continue coverage under the company plan (COBRA) for 12 months, with the company likely covering a portion of the cost.
Stock Options/RSUs: All his unvested equity accelerates and vests immediately. Both vested and newly vested awards can be exercised for 24 months after he leaves, then they expire.
D&O Insurance: The company will maintain its directors' and officers' liability insurance policy covering him for 6 years after his departure for actions taken during his tenure.

👉 Why it matters: This is a standard, but generous, separation package for a long-tenured CEO. The equity acceleration gives him a significant "thank you" stake in the company's future performance.

⚖️ The Legal Fine Print (The Release)

In exchange for the benefits above, Lisi agrees to a broad release, waiving his right to sue the company for almost any reason related to his employment (discrimination, wages, wrongful termination, etc.). There are standard exceptions for rights he cannot legally waive, like filing whistleblower complaints with the SEC.

Both parties also agree to non-disparagement clauses—they won't badmouth each other publicly.

👉 Why it matters: This release protects the company from future lawsuits. It’s the core legal reason for the severance payment. The "clean exit" terms help ensure stability.

🚀 What's Next: The Goodman Era

The press release frames the transition around a clear strategic pivot: from development to commercial scale. Goodman's mandate is to:

Accelerate market adoption of LungFit PH (for neonatal respiratory failure).
Sharpen commercial execution.
Expand in the U.S. and international markets.
Strengthen customer partnerships. The company states it expects a seamless transition with no operational disruption.

⚖️ Big Picture: Strengths & Risks

👍 Strengths: A clear succession plan. A new CEO with a proven commercial track record in medtech (ex-Philips, BioTelemetry). A clean legal separation with the former CEO. A focused strategic message around growth.
⚠️ Risks: Any leadership change carries execution risk. The company is at a critical commercial inflection point, and investors will be watching closely for signs of progress or stumbles. The generous separation package is a notable one-time cost.

🧠 The Analogy

Think of Beyond Air as a ship that just finished a long voyage of exploration and discovery (led by Captain Lisi), and has now spotted the commercial mainland. They're changing captains to bring in Captain Goodman, an expert in building ports and trade routes, to guide the final leg of the journey and establish a thriving business on shore.

📇 Key Contacts & People

Steve Lisi (Departing Executive): [email protected]
Robert F. Carey (Chairman of the Board)
Robert Goodman (Incoming CEO)
Adam Newman (Contact for Employer Group, likely General Counsel): [email protected]
Corey Davis, Ph.D. (Investor Relations, LifeSci Advisors, LLC): [email protected], (212) 915-2577

🧩 Final Takeaway

This is an orderly, well-telegraphed CEO transition at a critical juncture for Beyond Air. The company is trading its founding leader for a commercial scaler, backed by a legally sound exit package, with the clear goal of turning its LungFit technology into widespread market adoption and revenue growth.

Beyond Air, Inc. — 8-K Filing