DEF 14A of Incannex Healthcare Inc.
Filed Oct 27, 2025 · FY20250001213900-25-102654
Our Board of Directors
Our Board of Directors Our certificate of incorporation, as amended, and amended and restated bylaws provide that our business is to be managed by or under the direction of our board of directors. Our board of directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our board of directors currently consists of five members, classified into three classes as follows: (1) Dr. George Anastassov and Robert Clark constitute a class with a term ending at the Annual Meeting; (2) Joel Latham and Troy Valentine constitute a class with a term ending at the 2026 annual meeting; and (3) Peter Widdows constitutes a class with a term ending at the 2027 annual meeting. On October 1, 2025, as recommended by the independent members of the board of directors, our board of directors voted to nominate Dr. George Anastassov and Robert Clark for election at the Annual Meeting for a term of three years to serve until the 2028 annual meeting of stockholders, and until their respective successors have been elected and qualified, subject to their earlier death, resignation or removal. Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of October 10, 2025. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:
Our Board of Directors
| Name | Age | Position with the Company | | Joel Latham | 36 | Chief Executive Officer, President and Director | | Troy Valentine | 52 | Chairperson | | Peter Widdows | 59 | Director | | Dr. George Anastassov | 61 | Director | | Robert Clark | 65 | Director |
Our Board of Directors
Joel Latham. Joel Latham has served as Chief Executive Officer, President, and Director of the Company since July 2023. Mr. Latham brings over 20 years of experience across public and private sectors, including nine years with the Incannex group and seven years as its Chief Executive Officer. Under his leadership, Incannex has evolved from an emerging Australian biotech into a Nasdaq-listed clinical-stage pharmaceutical company pioneering innovative combination therapies. Prior to the Company’s re-domiciliation to the United States in November 2023, Mr. Latham served as Chief Executive Officer and Managing Director of Incannex Healthcare Limited (now a subsidiary of the Company), where he was instrumental in driving strategic growth, advancing multiple clinical assets, and successfully overseeing the transition to the Nasdaq Stock Market. Since joining Incannex in 2016 as General Manager, Mr. Latham has led initiatives that strengthened the Company’s R&D pipeline, expanded its global footprint, and enhanced shareholder value. Earlier in his career, he held senior roles with Mars Foods, Tabcorp, and Philip Morris International, gaining deep expertise in corporate strategy, operations, and international market development. The board of directors believes Mr. Latham’s extensive leadership experience, proven track record in life sciences, and strategic vision make him exceptionally well qualified to serve as a director of the Company. Troy Valentine. Troy Valentine has served as the Chairperson of the board of directors of the Company since November 2023 and was the Chairperson of the Board for Incannex Australia from December 2017 to November 2023. With over 30 years of experience in finance, managerial, and board roles, Mr. Valentine began his career at Hartley Poynton (now Euroz Hartleys Limited) in 1994 before moving to Patersons Securities (now Canaccord Genuity) in 2000, where he became an Associate Director. He is also a director and co-founder of Alignment Capital Pty Ltd, a boutique corporate advisory firm established in 2014. Mr. Valentine holds a Bachelor of Commerce from the University of Western Australia. The board of directors has concluded that Mr. Valentine should serve as a director because of his board and managerial experience and his experience in the life sciences industry. Peter Widdows. Peter Widdows has served as a Director of the Company since November 2023, following his role as Director at Incannex Australia from March 2018 to November 2023. Mr. Widdows is the current Board Chair and and non-executive director of Youi Insurance, an Australian general Insurance company and the non-executive Chaiman of Sunny Queens Australia, an Australian FMCG company. He has extensive experience in global leadership having served as the Regional Chief Executive Officer for a large part of Asia and Australasia for H. J. Heinz Company, a global food company, from 2008 to 2010, and earlier, the Chief Executive Officer and Managing Director for Heinz Australia from 2002 to 2008. He also held managing director roles in New Zealand and senior Strategic and Finace executive roles at StarKist Foods Inc, a global seafood and petfood company based in Cincinnati, Ohio. He is a Fellow of the Institute of Chartered Accountants in England and Wales, bringing deep expertise across finance, strategy, and operations. The board of directors has concluded that Mr. Widdows should serve as a director because of his financial expertise and global leadership experience. Dr. George Anastassov. Dr. George Anastassov has been a Director of the Company since November 2023, following his role as Director at Incannex Australia from June 2022 to November 2023. A pioneer in cannabinoid-based therapeutics, Dr. Anastassov co-developed the world’s first cannabinoid-containing chewing gum delivery system. From September 2000 to July 2019, he served as the Director of Sannamad Foundation and Sannamad Pharmaceuticals, a Biotechnology Company he co-founded. He co-founded and served as Managing Director of APIRx Pharmaceuticals LLC (“APIRx”) from 2017 to 2022, playing a pivotal role in the development of Combination Compounds for wide range of medical indications. Previously, he was the Chief Executive Officer and co-founder of AXIM Biotechnologies, Inc. (“AXIM”), a biotechnology research and development company, from 2014 to 2018. Under Dr. Anastassov’s leadership, AXIM was voted as a top 5 growing biotech company by Fox Business News in 2017. Dr. Anastassov holds a BA degree in Fine Arts from The Fine Arts School in Sofia, Bulgaria, a MD degree from Higher Medical Institute, Sofia, Bulgaria, a DDS degree from New York University and a MBA degree from Haslam Business School, the University of Tennessee, Knoxville. Dr. Anastassov is trained as a craniomaxillofacial and base of the skull surgeon and has been on the clinical and academic faculty at Mt. Sinai School of Medicine, New York since July 1997. The board of directors has concluded that Dr. Anastassov should serve as a director because of his significant experience in the development of cannabinoid-based therapies, commercial operations and strategic decision-making. Robert Clark. Robert Clark has been a Director of the Company since November 2023, having previously held the same position at Incannex Australia from August 2022 to November 2023. He is a seasoned expert in strategic regulatory affairs, boasting over 40 years of extensive regulatory experience in the United States and internationally. Mr. Clark spent more than 20 years at Pfizer Inc. (“Pfizer”), a pharmaceutical and biotechnology company, and over 10 years at Novo Nordisk A/S (“Novo Nordisk”). Since May 2012, he has held the role of Vice President, U.S. Regulatory Affairs at Novo Nordisk Inc. Prior to this, he served as Vice President of Worldwide Regulatory Strategy and U.S. Regulatory Affairs at Pfizer from 1992 to 2012. Mr. Clark holds a MS degree in Pharmacology from New York Medical College. The board of directors has concluded that Mr. Clark should serve as a director because of his extensive regulatory experience in the life sciences industry.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued to our named executive officers during the fiscal years ended June 30, 2025 and 2024. All compensation to our named executive officers, with the exception of Dr. Barbato, is paid in Australian dollars and then converted in U.S. dollars for purposes of reporting. Compensation paid or accrued to our named executive officers during the fiscal year ended June 30, 2025 is converted to U.S. dollars for purposes of reporting by applying an exchange rate of $0.655 U.S. dollars per Australian dollar, which represents the spot exchange rate as of June 30, 2025. Our named executive officers consist of (1) our Chief Executive Officer and President, (2) our Chief Financial Officer, and (3) our Chief Medical Officer.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Joel Latham(2) | 2025 | 656,464 | 297,689 | — | 173,586 | 1,127,739 | | Chief Executive Officer | 2024 | 595,958 | — | 5,494,000 | 126,124 | 6,216,082 | | Joseph Swan(3) | 2025 | 150,650 | 30,130 | — | 20,413 | 201,193 | | Chief Financial Officer | 2024 | 107,940 | 26,873 | 117,332 | 11,862 | 264,007 | | Luigi M. Barbato, M.D.(4) | 2025 | 264,063 | — | 233,104 | — | 497,167 | | Chief Medical Officer | 2024 | — | — | — | — | — |
Summary Compensation Table
| (1) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of the stock awards made to our named executive officers during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 12 “Stock-based payments” to our audited consolidated financial statements included the Annual Report. The amounts reported in these columns reflect the accounting cost for the stock awards and do not reflect the actual economic value that will be realized by the individual upon the vesting of the stock awards or the sale of the common stock underlying such awards. The amounts reported in the “Stock Awards” column for 2024 have been updated from the amounts reported in the proxy statement for the 2024 Annual Meeting, to reflect the grant date fair value of the reported awards. | | (2) The amount reported in the “All Other Compensation” column for 2025 includes (i) $95,000 in director fees for Mr. Latham’s service as a member of our board of directors, (ii) a $15,115 contribution to Mr. Latham’s Australian Superannuation fund as required by Australian law, (iii) $50,371 in payments to Mr. Latham in lieu of post-employment benefit contributions and (iv) $13,100 for Mr. Latham’s car allowance. The amount reported in the “All Other Compensation” column for 2024 includes (i) $95,000 in director fees for Mr. Latham’s service as a member of our board of directors, (ii) a $18,012 contribution to Mr. Latham’s Australian Superannuation fund as required by Australian law, and (iii) $13,112 for Mr. Latham’s car allowance. | | (3) The amounts reported in the “All Other Compensation” column for 2024 and 2025 consist of contributions to Mr. Swan’s Australian Superannuation fund as required by Australian law. | | (4) Dr. Barbato was appointed Chief Medical Officer effective October 21, 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of June 30, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Joel Latham | 7,500 | $3.29 | 6/30/2025 | | | | | 7,500 | $3.29 | 6/30/2026 | | | | | 7,500 | $3.29 | 6/30/2027 | | | | | 7,500 | $3.29 | 6/30/2026 | | | | | 7,500 | $3.29 | 6/30/2027 | | | | | 7,500 | $3.29 | 6/30/2028 | | | | | 9,334 | $17.10 | 7/1/2025 | | | | | 9,334 | $20.39 | 7/1/2026 | | | | | 9,334 | $23.02 | 7/1/2027 | | | | | 9,334 | $17.10 | 7/1/2026 | | | | | 9,334 | $20.39 | 7/1/2027 | | | | | 9,334 | $23.02 | 7/1/2028 | | | | | 15,833 | $16.44 | 4/30/2026 | | | | Joseph Swan | 1,000 | $17.10 | 7/1/2025 | | | | | 1,000 | $20.39 | 7/1/2026 | | | | | 1,000 | $23.02 | 7/1/2027 | | | | | | | | 16,931 | $3,652 | | Luigi M. Barbato, M.D. | | | | 66,984 | $14,448 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of the stock awards is based on the closing price of our common stock of $0.2157 per share on June 30, 2025. |
Option Exercises and Stock Vested at Fiscal Year End
Option Exercises and Stock Vested at Fiscal Year End The following table shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each of our named executive officers during the fiscal year ended June 30, 2025.
Option Exercises and Stock Vested at Fiscal Year End
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Joel Latham | 335,000(1) | 72,259 | | Joseph Swan | 16,931(2) | 3,652 | | Luigi M. Barbato, M.D. | 33,492(3) | 7,224 |
Option Exercises and Stock Vested at Fiscal Year End
| (1) 335,000 shares vested on June 30, 2025 and the value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on Nasdaq on the applicable vesting date. | | (2) 16,931 shares vested on June 30, 2025 and the value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on Nasdaq on the applicable vesting date. | | (3) 33,492 shares vested on October 21, 2025 and the value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on Nasdaq on the applicable vesting date. |
Pension Benefits
Pension Benefits We do not have any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.
Potential Payments upon Termination or Change-In-Control
Potential Payments upon Termination or Change-In-Control Regardless of the manner in which our named executive officers’ employment or service terminates, they are entitled to receive certain accrued amounts previously earned during their term of employment or service, including unpaid salary, reimbursement of expenses owed, and accrued but unpaid paid time off and any continuation of benefits required by applicable law. 2023 Equity Incentive Plan In the event of a “change in control,” as defined in 2023 Plan, then unless otherwise provided in an award agreement, the Committee (as defined below) may, in its sole discretion, make any such adjustments in such manner as it may deem equitable, including any of the following: (i) cancel awards for a cash payment equal to their fair value (as determined in the sole discretion of the Committee), (ii) provide for the issuance of replacement awards on substantially similar terms, (iii) terminate stock options without providing accelerated vesting, (iv) accelerate the exercisability or vesting of any Award (as defined in the 2023 Plan) or (v) take any other action with respect to the awards the Committee deems appropriate. The treatment of awards upon a change in control may vary among participants and types of awards in the Committee’s sole discretion. Awards subject to performance goals may be settled upon a “change in control” of the Company based upon the extent to which the performance goals underlying such awards have been achieved as determined in the sole discretion of the Committee or continue following a “change in control” subject to the same performance goals or adjusted performance goals determined in the sole discretion of the Committee.
Director Compensation
Director Compensation We pay directors’ fees to our directors for their service on our board of directors. We generally provide our non-employee directors with cash and equity compensation for their service on the board of directors. The board of directors is responsible for considering and approving the compensation paid to our non-employee directors, upon recommendation from the compensation committee. We also have a policy of reimbursing all of our non-employee directors for their reasonable out-of-pocket expenses in connection with attending board and committee meetings. The directors’ compensation for their services on the board of directors is periodically reviewed by the compensation committee which may recommend changes to such compensation to the board of directors as the compensation committee determines is appropriate. The following table sets forth information regarding compensation earned with respect to the fiscal year ended June 30, 2025, by each individual who served as a director during such fiscal year. All compensation for Mr. Latham, Mr. Valentine and Mr. Widdows is paid in Australian dollars and then converted in U.S. dollars for purposes of reporting by applying an exchange rate of $0.655 U.S. dollars per Australian dollar, which represents the spot exchange rate as of June 30, 2025. All compensation for Dr. Anastassov and Mr. Clark is paid in U.S. dollars. The following table shows the total compensation paid or accrued during the fiscal year ended June 30, 2025 by each of our non-employee directors. Mr. Latham served as our Chief Executive Officer during the fiscal year ended June 30, 2025; as such, his compensation earned as a director is disclosed in the Summary Compensation Table above.
Director Compensation
| Name | Fees Earned Or Paid in Cash ($) | All Other Compensation ($)(2) | Total ($) | | Troy Valentine | 312,761 | 17,701 | 330,462 | | Peter Widdows | 94,898 | 12,298 | 107,196 | | Dr. George Anastassov | 132,000 | - | 132,000 | | Robert Clark | 75,000 | - | 75,000 |
Director Compensation
| (1) The amount reported in the “All Other Compensation” represents contributions to the director’s Australian Superannuation fund as required by Australian law. |
Director Compensation
The following table shows the aggregate number of shares subject to restricted stock held by each of our non-employee directors as of June 30, 2025. Each of the awards described in the following table fully vested on June 30, 2025.
Director Compensation
| Name | Number of Shares of Restricted Stock Held at Fiscal Year-End | | Troy Valentine | 167,500 | | Peter Widdows | 25,000 | | Dr. George Anastassov | 25,000 | | Robert Clark | 25,000 |
Director Compensation
EQUITY COMPENSATION PLAN INFORMATION The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of June 30, 2025.
Director Compensation
| | (a) | (b) | (c) | | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | Equity Compensation Plans Approved by Security Holders(3) | - | $- | 72,241,101 | | Equity Compensation Plans Not Approved by Security Holders(4) | 107,505 | $14.42 | 2,478,702 | | Total | 107,505 | $14.42 | 74,719,803 |
Director Compensation
| (1) This number reflects the stock options and restricted stock awards granted under the 2023 Plan. |
Director Compensation
| (2) Taking into account all 107,505 outstanding stock options included in this table, the weighted-average exercise price of such stock options is $14.42 and the weighted-average term-to-expiration is 1.70 years. |
Director Compensation
| (3) Reflects the Plan Amendment (as defined below) approved by our stockholders on May 27, 2025. Pursuant to the Plan Amendment, the 2023 Plan contains an “evergreen provision” which provides that the number of shares authorized for issuance of awards under the 2023 Plan will increase on the first day of each fiscal year of the Company (each, a “Fiscal Year”) beginning with the 2026 Fiscal Year commencing on July 1, 2026 and ending on (and including) the first day of the 2032 Fiscal Year commencing on July 1, 2032, in an amount equal to 5% of the then-outstanding shares of common stock on such dates (each, an “Evergreen Increase”); provided, however, that our board of directors may act to provide that there will be no Evergreen Increase for a Fiscal Year, or that the Evergreen Increase for such Fiscal Year will be a lesser number of shares of common stock. | | (4) Reflects the 2023 Plan prior to the adoption of the Plan Amendment. |