Bret Barnes
About Bret Barnes
Bret Barnes (age 42) is Chairman of the Board and an independent director at FOXO; he joined the board in November 2021 and became Chairman in November 2022. Professionally, he has been a Staff Bioinformatics Scientist at Illumina since April 2007 and previously worked as a Bioinformatics Software Engineer at SAIC (2005–2007), with a B.S. in Bioinformatics from UC Santa Cruz; filings credit him with patents and product development leadership in DNA methylation and structural variant detection . The board previously determined Mr. Barnes to be independent under NYSE American and SEC rules, and he serves as a non-employee director at FOXO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. (NASDAQ: ILMN) | Staff Bioinformatics Scientist | Apr 2007 – present | Core bioinformatics lead on Infinium Methylation products; developed methods for genomic DNA methylation, respiratory pathogen diagnostics, and COVID-19 outcome prediction |
| Science Applications International Corporation (SAIC) | Bioinformatics Software Engineer | 2005 – 2007 | Bioinformatics software engineering |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | FOXO filings do not disclose other current public company directorships for Mr. Barnes |
Board Governance
- Roles and independence
- Chairman of the Board (non-employee) .
- Independent director under NYSE American/SEC standards (affirmed in 2023 proxy) .
- Committee memberships and expertise
- Audit Committee member; committee currently consists of Barnes and Francis Colt deWolf III; deWolf is the audit committee financial expert .
- Compensation Committee member; committee consists of Barnes and deWolf; both deemed independent .
- Nominating & Corporate Governance Committee member; consists of Barnes and deWolf; both deemed independent .
- Attendance and engagement
- Historical: During 2022, the audit committee held one meeting and Mr. Barnes did not attend that meeting; board held three meetings (one director other than Mr. Barnes missed two board meetings). No 2023–2024 attendance rates were disclosed in the 2024 proxies/10-K .
- Related-party review governance
- Audit Committee chartered to review related party transactions; company maintains a related person transaction policy .
Fixed Compensation
| Period/Agreement | Cash Retainer/Fees | Notes |
|---|---|---|
| 2023 (actual) | $0 | “During the year ended Dec 31, 2023, no compensation was earned by, paid to, or awarded to Bret Barnes,” the non-employee director . |
| Apr 2023 Director Compensation Plan (approved but not implemented) | Planned annual retainers: Chair of Audit $15,000; Chair of Compensation $10,000; Chair of Nominating $7,500; Non-chair Audit $10,000; Non-chair Compensation $6,750; Non-chair Nominating $5,000; Non-exec Chairman $35,000; Lead Director $15,000; Director $121,000 (52.5% equity/47.5% cash mix planned). Board deferred implementation and awards . | |
| Independent Director Agreement (effective July 24, 2024) | - $50,000 for past services; until paid, accrues $5,000 per month. - $5,000 per month for future services . | Term runs until removal or resignation . |
Performance Compensation
| Grant/Instrument | Grant Date | Quantity/Strike | Vesting/Terms | Notes |
|---|---|---|---|---|
| Common Stock (under Director Agreement) | Jul 24, 2024 | 400,000 shares | Vesting terms not specified in proxy; treated as share issuance under agreement | Fair value not disclosed . |
| Stock Options (legacy holdings) | Not specified | 3,532 shares underlying vested options (beneficial ownership count) | Additional option terms (strike, expiration, schedule) not disclosed in proxy | — |
No performance metrics (e.g., TSR, revenue, EBITDA) tied to director pay are disclosed for Mr. Barnes; the 2023 plan contemplated an equity/cash mix but was not implemented at that time .
Other Directorships & Interlocks
| Entity | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| Rennova Health, Inc. (RHI) | Not a role for Barnes | Board interlocks exist elsewhere on FOXO’s board: FOXO CEO/Director Seamus Lagan and Director Trevor Langley also serve as directors of RHI; Lagan is also CEO of RHI . | Potential board-level related-party dynamics; subject to audit committee oversight and stockholder approvals in financing transactions . |
Expertise & Qualifications
- Technical: Bioinformatics scientist with deep experience in methylation arrays and sequencing algorithms; multiple patents/product contributions at Illumina .
- Education: B.S., Bioinformatics, University of California, Santa Cruz .
- Governance: Serves on Audit, Compensation, and Nominating committees; board chair since Nov 2022 .
Equity Ownership
| Measure (as of record date) | Amount |
|---|---|
| Total beneficial ownership (Class A) | 11,865 shares; “less than 1%” of outstanding |
| Components | Includes (i) 3,333 shares subject to forfeiture under Management Contingent Share Plan; (ii) 3,532 shares underlying vested options |
| Record date/outstanding basis | Table based on 17,286,574 Class A shares outstanding as of Nov 14, 2024 |
| Pledging/Hedging | Not disclosed in proxy/10-K |
Fixed vs Equity Mix – Directional Observations
- 2023: no director compensation actually paid to Barnes; a formal plan with cash/equity split was approved but not implemented .
- 2024: adoption of cash plus a large equity grant to compensate past services and ongoing service ($50k arrears + $5k/month until paid; 400,000 shares; $5k/month going forward) indicates a catch-up and liquidity-sensitive design (heavy equity, modest fixed cash) .
Potential Conflicts & Related-Party Exposure
- Board-level related parties and financing structures: FOXO entered transactions involving RHI and preferred stock; two FOXO directors (Lagan and Langley) hold roles at RHI (Lagan also CEO of RHI), which can concentrate influence; the proxy highlights potential control effects and mandates stockholder approvals under NYSE American Rule 713 . Audit Committee is responsible for reviewing related-party transactions and policies .
- KR8 AI relationships exist with other officers (White/Ward) and resulted in a later termination with Series D preferred issuance to KR8; no direct tie to Barnes disclosed .
Governance Assessment
- Positives
- Independent non-employee Chairman; broad committee participation; committees structured to meet NYSE American, Sarbanes-Oxley, and SEC rules; deWolf designated as audit financial expert .
- Related-party policies and Audit Committee oversight processes disclosed .
- Concerns / Watch items
- Attendance: Barnes missed the only audit committee meeting in 2022; no updated attendance rates disclosed for 2023–2024 .
- Concentration: Two-person committees (Barnes and deWolf) across Audit, Compensation, and Nominating heighten key-person dependency in oversight .
- Compensation structure: 2024 Independent Director Agreement includes a large share grant (400,000 shares) and cash for past services ($50k + $5k/month until satisfied) plus ongoing $5k/month, reflecting atypical catch-up payments and potentially higher equity dilution at a micro-cap issuer .
- Board interlocks: RHI-related directors and preferred stock financing create perceived conflicts and control dynamics; requires continued robust independent oversight and transparent shareholder approvals .
Appendix: Committee Snapshot (Current Filings)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Bret Barnes; Francis Colt deWolf III | Not specified in filings | deWolf is Audit Committee Financial Expert |
| Compensation | Bret Barnes; Francis Colt deWolf III | Not specified | Both independent |
| Nominating & Corporate Governance | Bret Barnes; Francis Colt deWolf III | Not specified | Both independent |
Director Compensation Detail – Disclosed Items
| Item | Detail |
|---|---|
| 2023 actual director pay | $0 for Barnes |
| 2023 plan (approved, not implemented) | Annual retainers by role; 52.5% equity/47.5% cash mix contemplated |
| 2024 Independent Director Agreement | $50,000 past services; $5,000/month until satisfied; 400,000 shares; $5,000/month ongoing; term until removal/resignation |
All data sourced from FOXO’s 2024–2025 proxies and 2024–2025 10-K filings as cited above.