Joseph Swan
About Joseph Swan
Joseph Swan, age 34, is Chief Financial Officer, Treasurer and Secretary of Incannex Healthcare Inc. (IXHL) since February 29, 2024; previously Treasurer & Controller (Jul 2023–Feb 2024) and Head of Finance for Incannex Australia (Nov 2021–Nov 2023). He is a Chartered Accountant and holds a commerce degree (accounting) from the University of Western Australia; prior roles include Audit Supervisor at HLB Mann Judd, Internal Auditor at INPEX Australia, and Analyst at Deloitte Australia . During his tenure, IXHL’s annual revenues increased versus FY2024 while EBITDA losses widened; see Performance metrics table below (values retrieved from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Incannex Healthcare Inc. | Chief Financial Officer, Treasurer & Secretary | Feb 2024–present | Oversees financial strategy, reporting, and regulatory compliance |
| Incannex Healthcare Inc. | Treasurer & Controller | Jul 2023–Feb 2024 | Led treasury, controller functions during redomiciliation period |
| Incannex Australia | Head of Finance | Nov 2021–Nov 2023 | Finance leadership for Australian subsidiary prior to Delaware redomiciliation |
| HLB Mann Judd | Audit Supervisor | May 2020–Nov 2021 | Coordinated audit teams, prepared financial statements and audit reports |
| INPEX Australia | Internal Auditor | Jul 2017–Jul 2018 | Internal audit for energy operations |
| Deloitte Australia | Analyst | Feb 2015–Jun 2017 | Early-career advisory/analysis experience |
External Roles
- No public company board roles disclosed for Swan in IXHL proxies .
Fixed Compensation (Terms)
| Component | FY 2024 Term | FY 2025 Term |
|---|---|---|
| Annual Base Salary (contract) | ~US$133,148 | Increased to ~US$180,780 effective Sep 28, 2025 |
| Target Cash Bonus % | Up to 20% of fixed salary | Up to 20% of fixed salary |
| Target Long‑Term Equity (shares or value) | Up to ~US$129,900 in IXHL shares if long‑term targets met | Up to ~US$129,900 in IXHL shares if long‑term targets met |
| Term/Notice | At‑will; 3 months' notice or immediate for cause | At‑will; 3 months' notice or immediate for cause |
Cash Compensation (Realized)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary (paid) | US$107,940 | US$150,650 |
| Bonus (paid) | US$26,873 (paid July 2024) | US$30,130 (paid Sep 2025) |
| All Other Compensation | US$11,862 (superannuation) | US$20,413 (superannuation) |
| Total Compensation | US$264,007 | US$201,193 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Corporate goals (regulatory, clinical, development, operational, financing) | Not disclosed | Up to 20% of salary | US$26,873 (FY2024); US$30,130 (FY2025) | Typically paid Q1 following fiscal year |
| RSUs (granted May 6, 2024) | Long‑term targets | Not disclosed | Up to 50,793 shares | Vested 16,931 shares on Jun 30, 2024; value realized US$49,946 ; Vested 16,931 shares on Jun 30, 2025; value realized US$3,652 | Grant: May 6, 2024 ; Partial vesting on disclosed dates |
| “Expected Awards” (2023 Plan) | Future RSUs | Not disclosed | 869,565 shares total scheduled | Not applicable yet | Tranches: 289,855 vest Dec 10, 2025; 289,855 vest Jun 30, 2026; 289,855 vest Jun 30, 2027 |
Clawback: All awards subject to company clawback policy per plan; nontransferable pre‑vesting .
Equity Ownership & Alignment
| As‑of Date | Beneficial Shares | Ownership % of Outstanding |
|---|---|---|
| Oct 21, 2024 | 70,724 (1,000 common; 50,793 RSUs; 2,000 warrants) | <1% |
| Apr 9, 2025 | 20,931 | <1% |
| Oct 10, 2025 | 37,862 | <1% |
| Options (outside 2023 Plan) | Strike | Expiration | Quantity | Notes |
|---|---|---|---|---|
| Granted Nov 28, 2023 | US$17.10 | Jul 1, 2025 | 1,000 | Per option table |
| Granted Nov 28, 2023 | US$20.39 | Jul 1, 2026 | 1,000 | Per option table |
| Granted Nov 28, 2023 | US$23.02 | Jul 1, 2027 | 1,000 | One tranche noted as vested on Jul 1, 2024 |
| RSU Status (as of FY‑end) | Unvested (#) | Market Value Basis |
|---|---|---|
| Jun 30, 2025 | 16,931 | Valued using US$0.2157 close on Jun 30, 2025 |
No pledging/hedging disclosures specific to Swan found in proxies; ownership guidelines not disclosed for executives .
Employment Terms
- Employment start: CFO & Secretary effective Feb 29, 2024; contract signed Feb 27, 2024 .
- Contract: Open‑ended (at‑will); 3‑month notice by either party; immediate termination for cause .
- Restraint/non‑compete: 3‑month restraint period post‑termination with non‑solicit and non‑interference provisions; governing law: Victoria (Australia) .
- Severance: Proxies state executives receive accrued amounts only; no disclosed severance multiples; change‑in‑control treatment handled at plan level (Committee discretion including possible acceleration/cash‑out) .
- Clawback: Awards subject to clawback policy as implemented by IXHL .
Company Performance During Swan’s Tenure (Annual)
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues | —* | $12,000* | $86,000* |
| EBITDA | $(13,615,000)* | $(18,504,000)* | $(21,890,000)* |
| Net Income (IS) | $(48,811,000)* | $(18,459,000)* | $(46,885,000)* |
*Values retrieved from S&P Global.
Compensation Committee & Governance
- Compensation Committee members: Peter Widdows (Chair), Troy Valentine, Robert Clark; committee did not meet in FY2024; responsible for 2023 Plan award designations and CEO pay decisions .
- 2023 Equity Incentive Plan: Share reserve increased to 77,241,101 as of Sep 30, 2025; evergreen adds 5% of outstanding shares each fiscal year through 2032; “Expected Awards” for Swan total 869,565 shares with scheduled vesting from 2025 to 2027 .
Investment Implications
- Near‑term vesting overhang: Swan’s “Expected Awards” tranche schedule (Dec 10, 2025; Jun 30, 2026; Jun 30, 2027) and recurring fiscal year‑end RSU vesting indicate identifiable dates for potential supply; monitor Form 4s around these dates for selling pressure signals .
- Options alignment: Swan’s legacy options have strikes far above the June 30, 2025 share price (US$0.2157), implying they were deeply out‑of‑the‑money at that date and unlikely to drive near‑term exercises .
- Ownership alignment: Beneficial ownership consistently <1%; alignment relies more on RSU grants than meaningful open‑market holdings .
- Governance dilution risk: The 2023 Plan’s expanded reserve and evergreen feature increase potential dilution; pay structure emphasizes equity grants with clawback provisions and Committee discretion on change‑in‑control treatment .