Wray Thorn
About Wray Thorn
Wray T. Thorn (age 54) serves as an independent director of Focus Impact BH3 Acquisition Company (BHAC) and is one of three managers of Focus Impact BHAC Sponsor, LLC; he is also Co‑Founder of Focus Impact Partners (since 2021), Founder/CEO of Clear Heights Capital (since 2021), and formerly Managing Director and CIO – Private Investments at Two Sigma (2012–2021) . His background centers on private equity, venture and impact investing, capital allocation, and company value creation, with non‑profit board leadership roles at Youth, INC (Co‑Chair) and Futures and Options (Vice Chair/Investment Committee Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Two Sigma Investments | Managing Director & CIO – Private Investments | 2012–2021 | Architected private equity, venture, impact investing; helped create Hamilton Insurance Group and insurtech initiatives |
| Focus Impact Partners, LLC | Partner & Co‑Founder | 2021–present | Co‑Founder of impact investing firm; strategic consulting relationship with XCF via FIP |
| Clear Heights Capital | Founder & CEO | 2021–present | Investment leadership |
| Youth, INC (Non‑profit) | Co‑Chair, Board | Not disclosed | Governance and mission leadership |
| Futures and Options (Non‑profit) | Vice Chair; Chair, Investment Committee | Not disclosed | Investment policy and oversight |
External Roles
| Company | Role | Appointment/Status | Notes |
|---|---|---|---|
| XCF Global, Inc. (Nasdaq: SAFX) | Interim Board Chair | Appointed Nov 7, 2025 | Board classified; Thorn designated by Focus Impact; serves in Class III |
| DevvStream Corp. (DEVS) | Director | Director; listed age 54 in 2025 proxy | Signed POS EX Nov 7, 2025 as Director; minimal disclosed beneficial ownership (“—”) |
Board Governance
- BHAC sponsor governance: Focus Impact BHAC Sponsor, LLC is governed by three managers (Carl Stanton, Ernest Lyles, and Wray Thorn); actions require majority approval, indicating Thorn’s influence over sponsor‑controlled voting blocks .
- Voting control: Sponsor, former sponsor, officers and directors held ~73.8% of BHAC’s common stock as of Mar 12, 2025; BHAC disclosed extension proposals could pass without any public shares voting, underscoring sponsor dominance .
- Independence: BHAC labels Thorn as a director; independence status is not explicitly disclosed. However, Thorn’s sponsor role and Focus Impact Partners’ paid consulting arrangement with BHAC’s merger counterparty (XCF) indicate potential conflicts (see Related Party Transactions) .
- Committees & attendance: BHAC’s special meeting proxies do not disclose committee assignments or attendance rates; meeting materials confirm directors and officers were not separately compensated for proxy solicitation .
Fixed Compensation
| Component | Disclosed Detail | Period |
|---|---|---|
| Director cash compensation (BHAC) | BHAC stated “None of our executive officers or directors has received any cash compensation for services rendered to us” | 2024 proxy |
| Proxy solicitation fees to directors | “Directors, officers and employees may solicit proxies… They will not be paid any additional amounts for soliciting proxies” | 2024 proxy |
BHAC’s proxies are special-meeting/extension materials and do not include standard annual director fee schedules; no meeting fees, committee fees, or equity grants to directors are disclosed .
Performance Compensation
| Element | Metrics/Targets | Vesting/Outcomes |
|---|---|---|
| Not disclosed for BHAC directors | — | — |
Other Directorships & Interlocks
| Relationship | Nature | Terms/Amounts | Governance Implication |
|---|---|---|---|
| Focus Impact Partners (FIP) ↔ XCF (SAFX) | Strategic consulting agreement | FIP to receive $1,500,000 annual consulting fee from XCF | Material financial tie between Thorn’s firm and BHAC’s merger partner; potential conflict for BHAC director (Thorn) overseeing combination |
| FIP ↔ XCF | Note purchase converted into equity | FIP converted note into 375,000 XCF common shares | Equity stake in XCF by Thorn’s firm amplifies interlock/conflict risk |
| Focus Impact BHAC Sponsor, LLC ↔ BHAC | Sponsor holdings and control | Sponsor owns 2,850,940 Class A, 845,363 Class B, and 4,160,000 private warrants | Thorn, as sponsor manager, influences large voting bloc at BHAC |
| Thorn ↔ SAFX (XCF) | Board role | Interim Board Chair (Nov 7, 2025) | Direct governance role at merger counterparty’s successor public company |
Expertise & Qualifications
- Private investment leadership: Three decades as CIO/investment leader; built and led PE/VC/impact strategies, capital allocation/risk management .
- Impact investing and innovation: At forefront of proactive impact investing, applying data/technology to private investing .
- Industry formation: Leader in creation of Hamilton Insurance Group; incubation of insurtech activities .
- Board experience: Current director roles at DevvStream and XCF; non‑profit governance leadership .
Equity Ownership
| Entity/Company | Holder | Shares/Units | Notes |
|---|---|---|---|
| BHAC | Focus Impact BHAC Sponsor, LLC (managed by Thorn among three managers) | 2,850,940 Class A; 845,363 Class B; 4,160,000 Private Placement Warrants | Sponsor governance: 3‑manager board incl. Thorn; majority approval required for actions |
| DEVS | Wray Thorn | — (beneficial ownership listed as “—”) | As of Oct 31, 2025 beneficial ownership table shows “—” for Thorn |
| SAFX (XCF) | Focus Impact Partners, LLC | 375,000 common shares (converted note) | Thorn is Co‑Founder of FIP; implies indirect economic alignment with XCF |
BHAC’s special proxies do not provide individual BHAC director beneficial ownership breakdowns for Thorn; his indirect influence stems from his role as a manager of the Sponsor which holds substantial equity and warrants .
Governance Assessment
- Positive signals: Thorn brings deep private markets, impact investing, and board leadership experience likely valuable in sponsor‑led business combinations and post‑merger governance .
- Concentration of control: Sponsor and insiders held ~73.8% of BHAC’s voting power during 2025 extension vote, enabling approvals without public holder support; this undermines minority shareholder influence .
- Conflicts/related parties (RED FLAG): Focus Impact Partners’ $1.5M annual consulting fee from XCF and 375,000 share conversion create direct economic ties between Thorn’s firm and BHAC’s merger counterparty; combined with Thorn’s role as Interim Chair at XCF, this raises significant independence concerns for BHAC oversight of the transaction .
- Transparency gaps: No disclosure of BHAC director committee assignments, attendance, or director compensation structure beyond “no cash compensation” in special proxies; limited visibility into board effectiveness practices .
- Sponsor governance overlay: Thorn’s position as a Sponsor manager with majority‑approval control amplifies potential conflicts when Sponsor interests diverge from public shareholders (e.g., extension votes, deal terms) .
Recommendation for investors: Monitor for robust recusal practices, independent committee oversight on related‑party matters, and enhanced disclosure in any de‑SPAC/merger proxy (including independent fairness opinions and clear articulation of Thorn’s recusal/committee roles) to mitigate identified conflicts .