Troy Valentine
About Troy Valentine
Troy Valentine is the non-executive Chairperson of Incannex Healthcare Inc. (IXHL), serving as Chair since November 2023 after chairing Incannex Australia from December 2017 to November 2023; he is 52 years old (as of the 2025 proxy), holds a Bachelor of Commerce from the University of Western Australia, and has 30+ years of finance and board experience including roles at Hartley Poynton/Euroz Hartleys and Patersons/Canaccord Genuity, and as co-founder/director of Alignment Capital Pty Ltd (est. 2014) . He is a Class III director with a term ending at the 2026 annual meeting; IXHL separates the roles of Chair and CEO (CEO Joel Latham), with Valentine leading the board as non-executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incannex Healthcare Inc. (U.S.) | Chairperson of the Board | Nov 2023–present | Board leadership separate from CEO; non-executive Chair |
| Incannex Australia (subsidiary) | Chairperson of the Board | Dec 2017–Nov 2023 | Led board prior to U.S. redomiciliation |
| Patersons Securities (now Canaccord Genuity) | Associate Director | from 2000 | Capital markets background |
| Hartley Poynton (now Euroz Hartleys) | Early career | from 1994 | Finance/brokerage roles |
| Alignment Capital Pty Ltd | Co‑founder and Director | 2014–present | Boutique corporate advisory; external role |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Alignment Capital Pty Ltd | Private corporate advisory | Co‑founder & Director | 2014–present | Not a public company directorship |
No other public company directorships in the past five years are disclosed for Valentine in the proxy biographies section .
Board Governance
| Year/Status | Detail |
|---|---|
| Board structure | IXHL separates CEO and Chair; CEO (Joel Latham) sits on the board; Valentine acts as non-executive Chair . |
| Independence | The board determined Valentine is not independent under SEC/Nasdaq rules; independent directors are Clark, Widdows, Anastassov . |
| Committee service (FY2025) | Audit Committee: Widdows (Chair), Clark, Anastassov; Compensation Committee: Widdows (Chair), Clark; Valentine not listed as a member in FY2025 . |
| Committee service (FY2024) | Audit Committee: Widdows (Chair), Clark, Valentine (non-independent; permitted through Nasdaq Rule 5605(c)(2)(B) until Oct 5, 2025); Compensation Committee: Widdows (Chair), Valentine, Clark . |
| Attendance (FY2025) | Board met 3 times; committees met once; no director attended <75%; all directors attended 2024 Annual Meeting . |
| Attendance (FY2024) | Board met 4 times; committees met 4 times; no director attended <75% . |
| Classification & term | Board is classified; Valentine is Class III with term ending at the 2026 annual meeting . |
Fixed Compensation
| Fiscal Year | Cash Fees ($) | All Other Compensation ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2025 | 312,761 | 17,701 | 330,462 | “All Other” reflects Australian superannuation contributions; compensation converted at US$0.655/AU$ as of 6/30/25 . |
| 2024 | 312,976 | — | 312,976 | Cash fees shown separately from equity/option values below . |
Performance Compensation
| Fiscal Year | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2024 | 2,477,681 | 94,715 | Aggregate grant date fair values per ASC 718; equity awards reported for directors in FY2024 . |
| Equity Held at FY-End | Number of Restricted Shares | Vesting Status |
|---|---|---|
| As of June 30, 2025 | 167,500 | Fully vested on June 30, 2025 (directors’ restricted stock) . |
| Expected Future Awards under 2023 Plan | Shares | Vesting Schedule |
|---|---|---|
| Troy Valentine (estimated) | 11,302,608 | 2,825,652 vests Dec 10, 2025; 5,651,304 vests Jun 30, 2026; 2,825,652 vests Jun 30, 2027 . |
Equity Plan Provisions: Non‑employee director total comp (cash + equity) capped at US$750,000 in value per fiscal year; plan includes multiple award types (RSUs, options, etc.) and an evergreen increase (5% of outstanding shares annually from FY2026–FY2032), subject to board discretion .
CIC/Clawback Terms: On a change-in-control, awards may be cashed out, replaced, left unaccelerated, accelerated, or otherwise adjusted at committee discretion; awards are subject to the company’s clawback policy and related award agreement provisions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (past 5 years) | None disclosed for Valentine . |
| Private/other roles | Co‑founder/Director, Alignment Capital Pty Ltd (corporate advisory) . |
Expertise & Qualifications
- 30+ years in finance and managerial roles; early career with Hartley Poynton (Euroz Hartleys) and Patersons (Canaccord Genuity) .
- Bachelor of Commerce, University of Western Australia .
Equity Ownership
| As-of Date | Total Beneficial Ownership (incl. exercisable within 60 days) | % of Outstanding Shares | Basis/Notes |
|---|---|---|---|
| Oct 10, 2025 | 1,084,284 | “*” (less than 1%) | Shares outstanding: 347,705,507; percent marked “*” in proxy . |
| Oct 21, 2024 | 1,084,284 | 6.15% | Shares outstanding: 17,642,832; includes direct and indirect holdings and warrants . |
| Breakdown of 2025 Beneficial Ownership (footnote detail) | Shares | Warrants/Options (exercisable ≤60 days) |
|---|---|---|
| Direct holdings (Valentine) | 699,250 | 25,286 |
| Alignment Capital Pty Ltd (50% equity interest) | 242,862 | 8,797 |
| Tranaj Nominees Pty Ltd (director) | 10,000 | 6,812 |
| Valplan Pty Ltd (director) | 30,000 | 2,000 |
| Cityside Pty Ltd (director and sole shareholder) | 44,400 | 2,960 |
| GFCR Investments Trust (beneficiary) | 10,000 | 1,917 |
Related-Party Transactions (Potential Conflicts)
| Counterparty | Fiscal Year | Description | Amount (USD) | Relationship |
|---|---|---|---|---|
| Troy Valentine | 2023 | Consulting fees invoiced to Incannex Australia (outside director fees) | 171,049 | Chairperson of the Board |
| Troy Valentine | 2022 | Consulting fees invoiced to Incannex Australia (outside director fees) | 174,199 | Chairperson of the Board |
| Alignment Capital Pty Ltd (controlled by Valentine) | 2022 | Lead manager fees for placing shortfall options | 296,011 | Entity controlled by Valentine |
Policies: Related Person Transaction Policy adopted Oct 5, 2023; board must approve related party transactions >$120,000 or later ratify/rescind if not pre‑approved .
Governance Assessment
-
Independence and Committee Composition
- The board deems Valentine not independent; in FY2024 he served on the Audit Committee under a temporary Nasdaq exception allowing non‑independent membership until Oct 5, 2025; by FY2025 he is no longer listed on audit or compensation committees, which are composed of independent directors (Widdows/Clark/Anastassov) .
- Board/committee attendance thresholds met in FY2024 and FY2025; 2024 Annual Meeting attendance was 100% for directors .
-
Compensation and Alignment
- FY2024 director pay for Valentine was heavily equity‑weighted (stock awards $2.48M; options $94.7k) alongside $313k cash fees; FY2025 reported director compensation shows cash fees and superannuation contributions, with no new equity value recognized in that fiscal year, while prior restricted stock fully vested on June 30, 2025 .
- The 2023 Plan caps non‑employee director total annual compensation at US$750k (cash + equity, grant‑date value) and features an evergreen share increase; expected future awards for Valentine total 11.30M restricted shares with scheduled vesting through 2027—investors should monitor valuation against the director cap and dilution impact .
-
Ownership and Skin‑in‑the‑Game
- Beneficial ownership was 1.084M shares as of Oct 10, 2025 (<1% of outstanding) with detailed direct and indirect holdings across entities; it was 6.15% on a much smaller 2024 share base, illustrating dilution dynamics as the share count expanded .
-
Related‑Party Exposure
- Consulting fees to Valentine personally in FY2022–2023 and lead‑manager fees to Alignment Capital in FY2022 indicate prior related‑party dealings, now subject to the company’s Related Person Transaction Policy (adopted Oct 5, 2023) requiring board review/approval .
-
RED FLAGS
- Not independent; prior Audit Committee membership under Nasdaq exception (ended Oct 5, 2025) .
- Historical related‑party transactions with Valentine and Alignment Capital (consulting and capital markets fees) .
- Large expected director equity grants with multi‑year vesting; ensure compliance with US$750k director compensation cap (value-based) and assess dilution and alignment implications .
Overall: Board leadership separation and independent committee composition in FY2025 are positives; however, prior non‑independent audit membership (under exception), historical related‑party payments, and the scale/timing of projected director equity issuances warrant ongoing governance scrutiny .