Peter Widdows
About Peter Widdows
Independent non-executive director of Incannex Healthcare Inc. since November 2023; Age 59; current term runs to the 2027 annual meeting. He chairs both the Audit Committee (designated audit committee financial expert) and the Compensation Committee, and is deemed independent under Nasdaq rules. His background spans global consumer and operations leadership (former Regional CEO, H. J. Heinz Asia & Australasia; CEO/MD, Heinz Australia) and he is a Fellow of the Institute of Chartered Accountants in England and Wales.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H. J. Heinz Company | Regional Chief Executive Officer, Asia & Australasia | 2008–2010 | Led regional P&L and strategy across Asia/Australasia |
| Heinz Australia | Chief Executive Officer & Managing Director | 2002–2008 | Country leadership; commercial and operational oversight |
| Heinz New Zealand | Managing Director | Prior to 2002 (not dated) | Country leadership |
| StarKist Foods Inc. | Senior Strategic and Finance executive roles | Not dated | Finance/strategy leadership at global seafood/pet food company |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Youi Insurance (Australia) | Board Chair and Non-Executive Director | Current | General insurance company |
| Sunny Queens Australia | Non-Executive Chairman | Current | FMCG company |
Board Governance
- Independence: Board determined Widdows is independent under Nasdaq rules; qualifies as an audit committee financial expert.
- Committees and chair roles:
- Audit Committee: Chair (members: Widdows, Robert Clark, Dr. George Anastassov); met once in FY2025.
- Compensation Committee: Chair (members: Widdows, Robert Clark); did not meet in FY2025.
- Attendance: In FY2025, three board meetings and one aggregate committee meeting; no director attended less than 75% of applicable meetings.
- Board classification/tenure: Class I director; current term ends at the 2027 annual meeting. Director since November 2023.
- Board leadership: Board chair is non-executive (Troy Valentine); CEO is a separate role (Joel Latham).
Fixed Compensation
| Fiscal Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2025 | Fees Earned or Paid in Cash | $94,898 | Director retainer/fees |
| 2025 | All Other Compensation | $12,298 | Australian Superannuation contributions |
| 2025 | Total | $107,196 | Sum of above |
- Director equity awards cap: Non-employee director total value (cash fees plus equity grant date fair value) capped at $750,000 per fiscal year under the 2023 Equity Incentive Plan.
Performance Compensation
| Award Type | Shares/Units | Grant/Status | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (FY-end holding) | 25,000 | Held at 6/30/2025 | Fully vested on June 30, 2025 | None disclosed (time-based) |
| Expected Restricted Stock (plan estimate) | 1,686,956 | Expected awards under 2023 Plan | 421,739 on Dec 10, 2025; 843,478 on Jun 30, 2026; 421,739 on Jun 30, 2027 | Not specified as performance-based |
Plan terms (signals for investors):
- Change-in-control: Committee has discretion to accelerate vesting, cancel for cash fair value, or issue replacements; no explicit double-trigger requirement stated.
- Clawback: All awards subject to the company’s clawback policy and applicable award agreement provisions.
Note: Compensation Committee did not meet during FY2025 despite overseeing pay policy and the 2023 Plan, which warrants monitoring for process robustness.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Noted |
|---|---|---|---|
| Youi Insurance | Private (Australia) | Board Chair & NED | None disclosed |
| Sunny Queens Australia | Private (Australia) | Non-Executive Chairman | None disclosed |
- Related party transactions: Company reports no related person transactions requiring disclosure.
- Related party policy: Written policy requiring board review/approval or ratification for transactions >$120,000 involving directors/executives or affiliates.
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; FCA (ICAEW).
- Global operating experience: CEO/MD roles across Asia, Australasia; deep FMCG operations background (Heinz).
- Governance: Chairs Audit and Compensation Committees; independent.
Equity Ownership
| Holder | Common Shares | Derivatives (60-day) | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Peter Widdows | 270,847 | 11,050 warrants | 281,897 | 0.081% (281,897 / 347,705,507) |
- Shares outstanding at record date: 347,705,507 (basis for percentage).
- Pledging/hedging: Insider Trading Policy prohibits short sales, hedging (collars/derivatives), and use of company stock as collateral for margin or other loans; no pledging disclosed.
Governance Assessment
Strengths
- Independent director with deep finance and global operating expertise; designated audit committee financial expert, chairing Audit and Compensation Committees.
- Good attendance disclosure; no director below 75%.
- Robust insider trading/anti-hedging/anti-pledging policy enhances alignment.
- Formal related-party transaction policy; no related-party transactions reported.
- Director compensation cap ($750k total value) limits potential excess.
Watch Items / RED FLAGS
- Compensation Committee did not meet in FY2025 while overseeing executive/director pay and equity plan administration—process rigor and oversight cadence should be monitored.
- Concentration of oversight: Same director chairs both Audit and Compensation Committees; consider workload and independence optics.
- Equity acceleration at change-in-control is at committee discretion (no explicit double-trigger), which could misalign outcomes if not judiciously applied.
- Low direct ownership relative to shares outstanding (~0.081%), though equity awards are scheduled to vest over 2025–2027; investors may prefer higher “skin-in-the-game.”
Policy/Process Notes
- Nominating/governance handled by independent directors (no standing nom/gov committee); board intends to form one when required; diversity and skill criteria applied.
- Audit Committee met once in FY2025; board met three times. Engagement cadence should be tracked as the business scales.
- Director equity appeared time-based; no explicit performance-metric disclosures for director awards.