Robert Clark
About Robert Clark
Robert Clark, age 65, has served as a Director of Incannex Healthcare Inc. since November 2023, following service as a director of Incannex Australia from August 2022 to November 2023 . He brings over 40 years of strategic regulatory affairs experience, including more than 20 years at Pfizer and over 10 years at Novo Nordisk; he currently serves as Vice President, U.S. Regulatory Affairs at Novo Nordisk Inc. (since May 2012), and previously was Vice President of Worldwide Regulatory Strategy and U.S. Regulatory Affairs at Pfizer (1992–2012) . Clark holds an MS in Pharmacology from New York Medical College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | VP, Worldwide Regulatory Strategy and U.S. Regulatory Affairs | 1992–2012 | Led global and U.S. regulatory strategy |
| Novo Nordisk Inc. | VP, U.S. Regulatory Affairs | May 2012–present | Senior U.S. regulatory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novo Nordisk Inc. | Vice President, U.S. Regulatory Affairs | May 2012–present | Employment role; not disclosed as a public company directorship |
| Other Public Company Directorships (past 5 years) | — | — | None disclosed for Robert Clark |
Board Governance
- Independence: The Board determined Robert Clark is independent under Nasdaq rules and meets SEC/Nasdaq independence standards for audit and compensation committees .
- Nomination and term: Nominated October 1, 2025 to stand for election at the December 18, 2025 Annual Meeting for a three-year term ending at the 2028 annual meeting .
- Attendance: In FY ended June 30, 2025, the Board held 3 meetings; committees met once; no director attended fewer than 75% of meetings; all directors attended the in-person 2024 Annual Meeting .
| Committee | Role | Chair | FY2025 Meetings | Independence |
|---|---|---|---|---|
| Audit Committee | Member | Peter Widdows | Met 1 time; reviewed 2025 audited financials and auditor independence; recommended inclusion in 10-K | |
| Compensation Committee | Member | Peter Widdows | Did not meet in FY2025; administers 2023 Equity Incentive Plan and CEO pay recommendations |
Fixed Compensation
| FY | Cash Fees (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|
| 2025 (FYE 6/30/2025) | 75,000 | — | 75,000 |
Director compensation is set by the Board upon Compensation Committee recommendation; non-employee directors receive cash and equity; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Award Type | Grant/Expectation | Vesting Schedule | Shares |
|---|---|---|---|
| Restricted Stock (held at FYE) | Fully vested on June 30, 2025 | Vested 6/30/2025 | 25,000 |
| Expected Future Equity Awards (2023 Plan) | Estimated awards to directors | 12/10/2025; 6/30/2026; 6/30/2027 | 421,739; 843,478; 421,739 (Total 1,686,956) |
- Plan features and limits:
- Non-employee director annual cap: combined cash and equity ≤ $750,000 grant-date fair value .
- Change-in-control: Committee may cancel for cash fair value, issue replacements, terminate options without acceleration, accelerate vesting, or other equitable actions; performance awards settled based on achieved goals or continued/adjusted goals at Committee discretion .
- Clawback: All awards subject to Company clawback policy; awards generally non-transferable prior to vesting .
- Administration: Compensation Committee (currently Widdows and Clark) has broad discretion over awards; may not delegate for Section 16(b) insiders .
Performance metrics: The proxy does not disclose specific performance metrics tied to director awards; the 2023 Plan permits performance awards, but the “Expected Awards” for directors are restricted stock with stated time-based vesting .
Other Directorships & Interlocks
- The proxy lists, where applicable, other public company directorships held in the past five years; none are disclosed for Robert Clark .
- Related-party transactions: The Company reports no related person transactions requiring disclosure under Item 404 for the period; Related Person Transaction Policy adopted October 5, 2023 .
Expertise & Qualifications
- 40+ years in strategic regulatory affairs across U.S. and international markets .
- Senior regulatory leadership at Pfizer (1992–2012) and Novo Nordisk (2012–present) .
- MS in Pharmacology (New York Medical College) .
- Board concluded he should serve due to extensive regulatory experience in life sciences .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| October 10, 2025 | 100,000 | <1% | Shares outstanding: 347,705,507 |
| June 30, 2025 (FYE) | 25,000 restricted shares held (fully vested 6/30/2025) | — | Director restricted stock position at fiscal year-end |
| Options (legacy) | 50,000 options (aggregate), weighted-average exercise price $82.19; issued outside 2023 Plan prior to 11/28/2023 re-domiciliation | — | Expiration/vesting not disclosed |
No disclosures of pledging or hedging of Company stock for directors; not mentioned for Robert Clark .
Governance Assessment
- Independence and committee service: Clark meets Nasdaq and SEC independence standards and serves on both Audit and Compensation Committees—positive for board oversight breadth .
- Attendance and engagement: Board and committee activity was light in FY2025 (Board met 3 times; Audit met once; Compensation Committee did not meet), though he met minimum attendance thresholds and attended the 2024 Annual Meeting; limited Compensation Committee activity may indicate process immaturity post U.S. re-domiciliation, a governance process consideration .
- Pay and alignment: FY2025 cash fee of $75,000 with prior restricted stock fully vested (25,000 shares); substantial “Expected Awards” of 1,686,956 time-vested shares across 2025–2027 increases equity exposure and potential alignment but also raises dilution optics, especially alongside the plan’s evergreen feature and large share reserve increases—monitor for pay-for-performance rigor and shareholder-friendly structures (caps, clawbacks present) .
- Conflicts/related-party: No related person transactions requiring disclosure; formal policy governs review and approval of any such transactions .
RED FLAGS to monitor
- Compensation Committee did not meet during FY2025 despite responsibility for CEO compensation and plan administration—process discipline risk if persistent .
- Scale of director “Expected Awards” coupled with evergreen increases and significant share reserve expansions—potential dilution and pay inflation risk if not tied to robust performance criteria .