Francis Colt deWolf III
About Francis Colt deWolf III
Francis Colt deWolf III (age 56) has served as an independent director of FOXO since January 2024. He brings 20+ years in financial services with deep experience in reverse mergers, restricted securities, capital raising, and advisory; he is a Tulane University graduate from the AB Freeman School of Business. He is designated the Board’s audit committee financial expert and serves on Audit, Compensation, and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colt Capital LLC (FL) | President | Jun 2009–present | Advises emerging-market companies on private/public financing strategies incl. reverse mergers; capital raising; sourcing legal/audit; block sales to PE (CSR, CNIT, CVVT) |
| Crediblock.com LLC | Managing Director | Jun 2019–present | Digital productions and marketing; strategic growth |
| Blockstreet Network, Inc. | Executive Director | Oct 2019–present | Distressed title acquisition/enhancement/disposition |
| Diamond Rock, Inc. | President | Mar 2020–present | Sponsor of distressed real estate transactions (cash/non-cash) |
| Oppenheimer & Co. | Senior Vice President | Prior to 2009 | Chinese markets focus; restricted stock placements; reverse mergers; secondary financings |
| Tucker Anthony | Bond Broker | Early career | Fixed income brokerage |
| Prudential Securities (Washington, DC) | Equities Broker; Vice President | Early career | Developed expertise in restricted securities |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Colt Capital LLC | President | Private | Advisory and financing strategies for emerging-market issuers |
| Crediblock.com LLC | Managing Director | Private | Digital marketing and production |
| Blockstreet Network, Inc. | Executive Director | Private | Distressed property titles |
| Diamond Rock, Inc. | President | Private | Distressed real estate sponsorship |
No current public-company directorships disclosed for deWolf in FOXO filings .
Board Governance
- Independence: Board determined deWolf is an “independent director” under NYSE American and Exchange Act rules .
- Committee memberships: Audit (member; financial expert designation), Compensation (member), Nominating & Corporate Governance (member) .
- Audit committee financial expert: Board designated deWolf as audit committee financial expert; meets NYSE financial sophistication requirements .
- Controlled company status: FOXO is a “controlled company” under NYSE rules and may rely on exemptions from certain governance requirements (investor protection consideration) .
Fixed Compensation
| Component | Amount | Period | Terms |
|---|---|---|---|
| Director cash salary/retainer | $60,000 | FY2024 | Paid under Independent Director Agreement dated Jan 22, 2024 |
| Monthly director fee | $5,000 per month | Commencing Jan 2024 | As per Independent Director Agreement (Jan 22, 2024) |
Note: No committee chair fees, meeting fees, or director equity grants disclosed for deWolf in 2024; Barnes has separate arrangements including equity; deWolf’s compensation appears cash-only in 2024 .
Performance Compensation
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Director performance-based metrics | None disclosed | N/A | FOXO filings disclose no performance metrics tied to non-employee director pay for deWolf |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public-company boards | None disclosed for deWolf |
| FOXO committee interlocks | Compensation, Audit, and Nominating committees comprised of Barnes and deWolf (both independent) |
| Board composition context | CEO Seamus Lagan and director Trevor Langley also serve at Rennova Health, Inc. (RHI), a key related party; FOXO is a controlled company under NYSE rules |
| Preferred stock voting overhang | Series A Preferred voting could represent majority of total votes; RHI would hold ~71.49% voting power post-approval (change-of-control risk) |
Expertise & Qualifications
- Financial services expertise: Reverse mergers, restricted securities, capital markets advisory; prior SVP at Oppenheimer; early roles at Tucker Anthony and Prudential Securities .
- Audit literacy: Designated audit committee financial expert; meets NYSE financial sophistication .
- Education: Tulane University, AB Freeman School of Business Studies (business degree) .
Equity Ownership
| As-of Date | Shares Beneficially Owned (Class A) | % of Class | Notes |
|---|---|---|---|
| Nov 14, 2024 | 0 | – | No direct/indirect Class A holdings disclosed |
| Apr 8, 2025 | 0 | – | No direct/indirect Class A holdings disclosed |
- No options/RSUs, pledged shares, or hedging disclosures for deWolf identified in FOXO filings; Company notes no adopted insider trading policy (officers/directors comply with SEC/NYSE rules) .
Governance Assessment
- Independence and expertise: deWolf is independent and serves as audit financial expert across all key committees, supporting board oversight quality .
- Alignment concern: deWolf reported zero share ownership (Nov 2024 and Apr 2025), and his 2024 pay was cash-only—limited equity alignment relative to best-practice director ownership norms .
- Controlled company risk: FOXO is a “controlled company” and may rely on governance exemptions; investor protections could be weaker than at fully independent boards .
- Voting control overhang: Series A Preferred terms, if fully approved, could confer majority voting power; RHI would hold ~71.49% of votes—material change-of-control dynamic impacting board independence and shareholder rights .
- Related-party concentration: Extensive transactions with RHI and affiliates (acquisitions, leases, notes, exchanges) alongside RHI-affiliated directors indicate elevated conflict-of-interest risk; audit committee is tasked to review related party deals .
- Policy gap: Company states no insider trading policy adopted (officers/directors comply with SEC/NYSE rules)—a governance red flag versus common practice at listed issuers .
- Attendance transparency: Meeting attendance rates not disclosed in reviewed filings—limits investor insight into director engagement (no attendance metrics provided).
RED FLAGS: Controlled company status and potential majority voting by preferred holders ; significant related-party transactions with RHI and affiliated leadership ; absence of a formal insider trading policy ; zero share ownership by deWolf .