Joel Latham
About Joel Latham
Joel Latham, 36, is Chief Executive Officer, President, and Director of Incannex Healthcare Inc. (IXHL) since July 2023, after leading Incannex Healthcare Limited (Australia) as CEO/Managing Director prior to the November 2023 re-domiciliation to the U.S. . He joined Incannex in 2016 and previously held senior roles at Mars Foods, Tabcorp, and Philip Morris International, with experience in corporate strategy, operations, and international market development . IXHL’s board classifies him as a non-independent director; the Chair role is held by Troy Valentine, with the CEO and Chair positions separated .
Financial performance snapshot under current tenure
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($USD) | 12,000 | 86,000 |
| EBITDA ($USD) | -18,504,000* | -21,890,000* |
| Net Income ($USD) | -18,459,000* | -46,885,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Incannex Healthcare Inc. (U.S.) | Chief Executive Officer, President, and Director | Since Jul 2023 | Led U.S. listing transition; advanced clinical-stage pipeline and strategic growth . |
| Incannex Healthcare Limited (Australia) | Chief Executive Officer & Managing Director | Prior to Nov 2023 (dates not disclosed) | Drove strategic growth and re-domiciliation to Nasdaq-listed entity . |
| Incannex Healthcare Group | General Manager | Since 2016 (start disclosed) | Strengthened R&D pipeline and global footprint . |
| Mars Foods; Tabcorp; Philip Morris International | Senior roles (strategy/operations) | Not disclosed | Built expertise in corporate strategy, operations, and international markets . |
External Roles
No other public company board directorships are listed in Latham’s IXHL director biography as of October 10, 2025 .
Fixed Compensation
Summary compensation
| Component | FY 2024 ($) | FY 2025 ($) |
|---|---|---|
| Salary | 595,958 | 656,464 |
| Bonus (cash) | — | 297,689 (paid Oct 2024) |
| Stock Awards (grant-date fair value) | 5,494,000 | — |
| All Other Compensation | 126,124 | 173,586 |
| Total | 6,216,082 | 1,127,739 |
Salary rate progression and key cash elements
| Item | Effective date | Amount | Notes |
|---|---|---|---|
| Annual base salary | Jul 1, 2023 | $588,000 | Increased from prior $230,000 initial rate . |
| Annual base salary | Jul 1, 2024 | $666,790 | — |
| Annual base salary | Sep 10, 2025 | $790,000 | Vehicle allowance discontinued at this date . |
| Target bonus | Ongoing | Up to 50% of base | Board discretion . |
| Bonus (cash) | Oct 2024 | $297,689 | Reflects FY25 corporate/individual performance . |
| Discretionary bonus | Sep 2025 | $395,000 | Awarded outside FY25 SCT window. |
| Director fees | Ongoing | $95,000/year | For service as director. |
| Superannuation (Australia) | FY 2025 example | $15,115 | Mandatory contributions . |
| Car allowance | Through Sep 10, 2025 | $13,100 (FY25) | Discontinued Sep 10, 2025 . |
Performance Compensation
- Annual cash bonuses are based on corporate goals and individual performance; FY25 goals covered regulatory, clinical, development, operational, and financing objectives, with bonuses determined post-fiscal year .
Equity Ownership & Alignment
Beneficial ownership
| As-of date | Total shares beneficially owned | % of shares outstanding | Direct common shares | Options/warrants exercisable within 60 days |
|---|---|---|---|---|
| Apr 9, 2025 | 1,349,988 | 4.88% | 1,242,485 | 100,004 options; 7,499 warrants |
| Oct 10, 2025 | 1,686,822 | <1% (outstanding 347,705,507) | 1,577,485 | 109,337 options |
- Hedging, short sales, margin loans, collars, and transactions in publicly traded options are prohibited under IXHL’s insider trading policy; pre-clearance required for officers/directors, with blackout windows enforced .
- Clawback: All awards subject to the company’s clawback policy and applicable award agreements .
- Stock ownership guidelines: Not disclosed in filings reviewed.
Outstanding options (Joel Latham)
| Number of options | Exercise price ($) | Expiration date |
|---|---|---|
| 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 |
Stock vesting and expected share unlocks
| Event | Date | Shares | Value or notes |
|---|---|---|---|
| RSU vesting (realized) | Jun 30, 2025 | 335,000 | $72,259 value realized |
| Expected restricted stock awards (future) | Dec 10, 2025 | 5,652,173 | Tranche 1 of total 22,608,692 |
| Expected restricted stock awards (future) | Jun 30, 2026 | 11,304,346 | Tranche 2 |
| Expected restricted stock awards (future) | Jun 30, 2027 | 5,652,173 | Tranche 3 |
Large vesting events in December 2025 and June 2026 present potential supply overhang and insider selling pressure risk during open trading windows, subject to IXHL’s blackout/pre-clearance rules .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Employment agreement July 1, 2020; at-will; 3 months’ notice by either party unless for cause . |
| Base salary | $588,000 effective Jul 1, 2023; $666,790 effective Jul 1, 2024; $790,000 effective Sep 10, 2025 . |
| Target bonus | Up to 50% of base salary, Board discretion; $297,689 cash bonus in Oct 2024 for FY25; discretionary $395,000 cash bonus in Sep 2025 . |
| Director fees | $95,000 per year for board service . |
| Perquisites | Australian superannuation contributions; car allowance discontinued Sep 10, 2025 . |
| Severance | Accrued amounts only (unpaid salary, expenses, PTO, legally required continuation); multiples not disclosed . |
| Change-in-control (equity) | 2023 Plan allows Committee discretion: cancel for fair value, replace awards, terminate options, or accelerate vesting; performance awards settled at achieved level or continue under adjusted goals . |
| Clawback & transferability | Awards subject to clawback policy; generally nontransferable prior to vesting . |
| Hedging/pledging | Hedging, short sales, margin loans, collars, and public options trading prohibited; pre-clearance and blackout policy enforced . |
Board Governance
- Role and tenure: Director since July 2023; Class term ends at 2026 annual meeting .
- Independence: Not independent (CEO/inside director) under Nasdaq/SEC rules .
- Committees: Audit Committee and Compensation Committee composed of independent directors; Latham is not a member .
- Meetings/attendance: Board met 3 times in FY25; committees met once; no director attended fewer than 75% of meetings; all directors attended the in-person 2024 annual meeting .
- Board leadership: Chair (non-executive) Troy Valentine; CEO and Chair roles separated .
Director Compensation
- Latham receives director fees of $95,000 annually in addition to executive compensation, disclosed as “All Other Compensation” in FY24 and FY25 .
- Non-employee director compensation structure and amounts (for other directors) are disclosed separately in the proxy .
Compensation Structure Analysis
- Mix shift: FY24 compensation skewed heavily to equity ($5.494M stock awards) versus FY25 primarily cash (salary and $297,689 bonus) with no stock awards; suggests move from front-loaded equity to cash/bonus in FY25 .
- Rising fixed pay: Base salary increased to $666,790 in FY24 and to $790,000 in Sep 2025, indicating higher guaranteed comp as company scales and transitions markets .
- Large future equity unlocks: 22.6M restricted shares scheduled to vest across Dec 2025–Jun 2027 could create significant supply/dilution and potential selling pressure, especially around vest dates .
- Governance oversight: Compensation Committee did not meet in FY25, raising oversight rigor concerns amid significant equity program amendments and future vest schedules .
Risk Indicators & Red Flags
- Dilution/overhang: Amended 2023 Plan adds evergreen increases and substantial potential share issuance; Series A Warrants mechanics further amplify potential dilution and could encourage short selling upon approval/effectiveness .
- Committee activity: Compensation Committee did not meet in FY25 despite equity plan amendments; oversight risk .
- Insider trading safeguards: Strong prohibitions on hedging, pledging/margin, public options trading; reduces misalignment risk .
- Related party transactions: None requiring disclosure under Item 404 in the latest proxy .
Investment Implications
- Alignment and retention: Significant skin-in-the-game via options and large upcoming restricted stock vesting supports alignment, but the sheer size and timing of tranches (Dec 2025, Jun 2026) increases selling pressure risk around windows .
- Oversight and governance: Non-independence of CEO-director is mitigated by separated Chair/CEO roles; however, Compensation Committee inactivity in FY25 is a monitoring point for pay-performance rigor .
- Dilution and trading signals: Equity plan evergreen features and warrant structures create material dilution potential and could catalyze short activity; watch shareholder vote outcomes, Release/Adjustment dates, and vesting events for trading signals .
- Performance backdrop: Revenues remain de minimis and losses significant, increasing reliance on equity financing and heightening sensitivity to dilution; equity supply events may dominate near-term stock behavior versus fundamentals .*
Citations:
- Latest DEF 14A (Oct 27, 2025):
- Special DEF 14A (Apr 28, 2025):
- Financials: Revenues citations embedded; other values from S&P Global (see asterisk note).