Dr. George Anastassov
About Dr. George Anastassov
Dr. George Anastassov (age 61) is an independent director of Incannex Healthcare Inc. (IXHL) since November 2023, with prior service on Incannex Australia’s board from June 2022 to November 2023. He is trained as a craniomaxillofacial and base-of-skull surgeon, and holds BA (Fine Arts), MD, DDS, and MBA degrees; he has been on Mt. Sinai School of Medicine’s clinical and academic faculty since July 1997 . The board classifies him as independent under Nasdaq rules; he is currently a member of the Audit Committee (not Chair) and was nominated for re-election as a Class II director for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sannamad Foundation/Sannamad Pharmaceuticals | Director; Co-founder | Sep 2000 – Jul 2019 | Biotechnology development leadership |
| APIRx Pharmaceuticals LLC | Co-founder; Managing Director | 2017 – 2022 | Led development of combination compounds |
| AXIM Biotechnologies, Inc. | CEO; Co-founder | 2014 – 2018 | Voted top 5 growing biotech by Fox Business News in 2017 |
| Mt. Sinai School of Medicine | Clinical and academic faculty | Since Jul 1997 | Academic and clinical teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| APIRx Pharmaceuticals LLC | Co-founder; Managing Director | 2017 – 2022 | Private biotech; no public directorships disclosed |
| AXIM Biotechnologies, Inc. | CEO; Co-founder | 2014 – 2018 | Prior operating role; not a disclosed board seat |
| Sannamad Foundation/Pharmaceuticals | Director | 2000 – 2019 | Non-profit/biotech-related entity |
No other current public company board directorships or interlocks disclosed for Dr. Anastassov in the past five years .
Board Governance
- Independence: The board determined Dr. Anastassov is an “independent director” under Nasdaq rules; he meets Audit/Comp Committee independence standards .
- Committees: Audit Committee member; Audit Committee chair is Peter Widdows. Compensation Committee members are Peter Widdows (Chair) and Robert Clark (not including Dr. Anastassov) .
- Attendance: In FY ended Jun 30, 2025, the board met 3 times; committees met once; no director attended fewer than 75% of meetings. All directors attended the in-person 2024 Annual Meeting .
- Nom/Gov: No standing nominating/governance committee (the board intends to form when required); independent directors manage nomination processes per governance principles .
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 4 | 3 |
| Committee meetings held | 4 total | 1 |
| Audit Committee membership | Widdows (Chair), Clark, Valentine (temporary non-independent) | Widdows (Chair), Clark, Anastassov |
| Compensation Committee membership | Widdows (Chair), Valentine, Clark | Widdows (Chair), Clark |
| Director attendance threshold | ≥75% for all directors | ≥75% for all directors; all attended 2024 AM |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| FY 2024 | 132,000 | — | 475,849 (includes stock awards value below) |
| FY 2025 | 132,000 | — | 132,000 |
Director award cap: Total value (cash + equity) for a non-employee director cannot exceed US$750,000 per fiscal year (grant-date fair value basis) under the 2023 Equity Plan .
Performance Compensation
| Award Type | Grant-Date Fair Value ($) | Shares/Units (#) | Vesting Schedule | Notes | |---|---:|---:|---| | Restricted Stock (FY 2024) | 343,849 | 25,000 | Held at FY-end 2024; fully vested on Jun 30, 2025 | Time-based restricted stock | | Expected Restricted Stock (FY 2026–FY 2027) | N/A | 1,686,956 | 421,739 vests Dec 10, 2025; 843,478 vests Jun 30, 2026; 421,739 vests Jun 30, 2027 | Time-based; approved in plan projections |
- Equity plan design: Change-in-control treatment is at Committee discretion (may cancel for cash, replace, accelerate, or continue awards; performance awards may be settled or continue with adjusted goals) .
- Clawbacks/hedging: All awards subject to any company clawback policy; insider trading policy prohibits short sales, margin loans, collars/hedging, and public options trading in IXHL securities .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | None disclosed |
| Prior public boards (last 5 years) | Not disclosed as board seats; prior operating roles at AXIM |
| Committee interlocks | None disclosed; 2024 compensation committee included non-independent member (Valentine) under Nasdaq temporary allowance, not Dr. Anastassov |
Expertise & Qualifications
- Technical: Cannabinoid therapeutics development; delivery system innovation (chewing gum) .
- Education: BA (Fine Arts); MD; DDS (NYU); MBA (Haslam School, Univ. of Tennessee) .
- Industry: Founder/operator roles in biotech; clinical academic appointment since 1997 .
Equity Ownership
| Date (Record) | Total Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Oct 21, 2024 | 769,721 | 4.36% (based on 17,642,832 shares) | 744,721 common; 25,000 restricted stock |
| Oct 10, 2025 | 769,721 | <1% (based on 347,705,507 shares) | 769,721 common; no options/warrants disclosed |
- Vested vs. unvested: 25,000 restricted shares held at FY-end 2024 fully vested June 30, 2025 .
- Pledging/hedging: Company policy prohibits margin loans and hedging; no pledging by Dr. Anastassov disclosed in beneficial ownership footnotes .
Governance Assessment
-
Strengths:
- Independent director with relevant biotech R&D and commercialization experience; currently serving on the Audit Committee, supporting financial oversight .
- Attendance and engagement meet policy standards; all directors attended the 2024 Annual Meeting .
- Robust insider trading policy with prohibitions on short-term speculative trades and hedging; clawback provisions apply to equity awards .
-
Risks/Red Flags:
- Significant time-based restricted stock “Expected Awards” to non-employee directors (1,686,956 shares for Dr. Anastassov through FY 2027), potentially dilutive; overall plan includes an evergreen provision (+5% of outstanding shares annually) and reserve increases to 77,241,101 shares as of Sep 30, 2025 .
- Absence of a standing nominating/governance committee; independent directors manage nominations, which may limit formalized governance processes as the company scales .
- 2024 committee composition included a temporary non-independent member on Audit/Comp committees (Valentine), though compliant under Nasdaq transitional allowances; this has been remediated in 2025 with fully independent Audit/Comp committees not including Dr. Anastassov on Comp .
-
Conflicts/Related Party:
- No related person transactions requiring disclosure in 2025; 2024 disclosures did not involve Dr. Anastassov .
- Policy requires board review/approval of any related person transactions >$120,000 .
Overall, Dr. Anastassov appears independent, engaged, and aligned via equity stakes; however, planned director equity awards and plan evergreen features warrant monitoring for dilution and pay-for-performance alignment versus time-based vesting .
Fixed Compensation Details (Director)
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer/fees | $132,000 | $132,000 |
| Meeting/committee fees | Not separately disclosed (included in fees) | Not separately disclosed (included in fees) |
| Other (Superannuation etc.) | None for Dr. Anastassov | None for Dr. Anastassov |
Performance Compensation Details (Director)
| Metric | FY 2024 | FY 2025 | FY 2026 | FY 2027 |
|---|---|---|---|---|
| Restricted stock granted (shares) | 25,000 | Fully vested 6/30/2025 | 843,478 expected to vest 6/30/2026 | 421,739 expected to vest 6/30/2027 |
| Restricted stock fair value ($) | 343,849 | N/A | N/A | N/A |
| Additional expected vesting (shares) | — | 421,739 on 12/10/2025 | — | — |
No performance (TSR/EBITDA/ESG) metrics disclosed for director equity; awards are time-based under the 2023 Plan .
Related Party Transactions (Director-Specific)
| Item | Disclosure |
|---|---|
| Transactions involving Dr. Anastassov | None requiring disclosure (2025 proxy) |
| Company policy | Related Person Transaction Policy (>$120,000) requiring board approval/ratification |
Equity Ownership & Alignment Indicators
- Beneficial ownership: 769,721 shares; <1% as of Oct 10, 2025; previously 4.36% at Oct 21, 2024 due to smaller share base .
- Options/warrants: None disclosed for Dr. Anastassov .
- Ownership guidelines: Not disclosed for directors .
- Hedging/pledging: Prohibited by policy; no pledging disclosed .
Governance Quality Signals
- Separation of Chair and CEO; risk oversight by board with clear committee mandates (Audit; Comp) .
- Audit Committee report evidences standard oversight and auditor independence review (Grant Thornton) .
- Equity plan permits broad Committee discretion at change-in-control and includes clawbacks; monitor for award exchanges or repricing (requires shareholder approval) .
Monitoring items for investors: size/timing of director equity grants relative to performance outcomes; evergreen dilution mechanics; continuation of fully independent committees; and adherence to insider trading/hedging policies .