Mark White

About Mark White

Mark White (63) is a director of FOXO Technologies; he served as Interim Chief Executive Officer from September 19, 2023 to December 5, 2024 and is currently CEO and sole director of FOXO Labs Inc., a wholly owned subsidiary. He is President of KR8 AI Inc. (since 2022) and previously held CEO/director roles at One Horizon Group (2012–2014; reappointed in 2017). He has led >25 M&A/funding transactions in technology and distribution businesses. He is not classified as an independent director under NYSE American rules.

Past Roles

External Roles

Board Governance

• Independence: FOXO’s Board determined Barnes, deWolf, and Langley are independent; Mark White is not independent. FOXO is a “controlled company” under NYSE rules (Rennova Health, Inc. controls voting power via Series A Preferred).
• Committee memberships: Audit, Compensation, and Nominating & Corporate Governance committees comprise Messrs. Barnes and deWolf; Mark White is not listed on any committee.
• Committee chairs: The 10-K identifies committee compositions; finance expert on Audit is deWolf. No chair roles listed for White.
• Attendance: Board/committee attendance rates are not disclosed in the cited filings. (No disclosure found in 10-K or referenced proxies.)

Fixed Compensation (as executive/officer; no separate director fee disclosed)

Performance Compensation

No specific annual performance metrics (revenue, EBITDA, TSR, ESG) tied to compensation are disclosed for Mr. White; equity awards were time/role-based.

Other Directorships & Interlocks

Expertise & Qualifications

• Founder/CEO experience in technology distribution and telecom; capital markets and M&A execution (>25 deals).
• Product/technical knowledge in electronics distribution; executive roles in public companies.

Equity Ownership

No pledging/hedging or ownership guideline disclosures specific to Mark White were found in referenced filings.

Related-Party Transactions (conflict risk)

• KR8 AI Master License & Services Agreement (effective Jan 12, 2024): $2,500,000 initial license/development fee; $50,000 monthly maintenance; 15% royalty on subscriber revenues; FOXO reimburses 110% of KR8 development out-of-pocket costs; issued 1,300,000 Class A shares to KR8 AI (Jan 19, 2024) and 237,037 shares (Oct 17, 2024). White (President of KR8) and Ward (CFO of KR8) are equity owners.
• Termination/Amendment with KR8 AI (Dec 6, 2024; amended Mar 3, 2025): Obligations under Section 8 of MSSA terminated upon issuance of 3,000 shares of Series D Cumulative Convertible Redeemable Preferred Stock to KR8 AI; MSSA assigned to FOXO Labs. Executed by White for KR8 and as director of FOXO Labs.
• Mr. White’s Services Agreement (July 25, 2024): $30,000 monthly fees, car reimbursement; contemplated 2,000 Series A Preferred (delayed pending shareholder approval). Terminated Dec 5, 2024 with cash payments and note settlement.

Governance Assessment

• Strengths:

  • Deep entrepreneurial and capital markets experience (launching businesses, leading financings and M&A) relevant to FOXO’s restructuring and asset pivots.
  • Not on audit, compensation, or nominating committees, which reduces direct conflicts in those oversight areas.

• Concerns and RED FLAGS:

  • Independence: Not independent; FOXO is a “controlled company,” with RHI controlling voting power, reducing minority shareholder protections.
  • Related-party exposure: Extensive dealings with KR8 AI (where White is President/owner), including seven-figure fees, stock issuances, and preferred stock to KR8; White signed documents on both sides across KR8 and FOXO Labs—heightened conflict risk requiring robust recusals and audit committee oversight.
  • Executive-to-subsidiary transition payments: Termination payments, promissory note, and immediate cash to Mr. White alongside appointment to run FOXO Labs may be perceived as favorable terms; clear board process and independent approvals should be disclosed to mitigate optics.
  • Concentration of roles: CEO and sole director of FOXO Labs plus board seat at parent may concentrate decision-making; careful oversight needed for intra-group transactions.

• Signals for investors:

  • Monitor audit committee review and disclosure of related-party transactions (KR8 and FOXO Labs) and whether policies are consistently applied; the audit committee is responsible for related-party review.
  • Evaluate the impact of “controlled company” exemptions on committee independence and board composition over time.

Director Compensation (Board fees)

No separate director retainer/fees for Mark White are disclosed; his compensation relates to executive/consultant roles and subsequent FOXO Labs employment. (Independent director compensation is disclosed for Bret Barnes in a separate agreement.)

Employment & Contract Highlights

• Services Agreement (7/25/2024): $30,000/month convertible to equity; car lease reimbursement; planned 2,000 Series A Preferred (delayed); termination without cause or change-of-control entitled to 24 months of fees; terminated 12/5/2024 with specific payments.
• FOXO Labs Employment (12/5/2024): $120,000 salary; car lease up to $1,750/month for ≥3 years.

Performance & Track Record

• During his tenure as Interim CEO, White oversaw the KR8 AI licensing arrangements and later settlement, and the transition of FOXO into healthcare operations via acquisitions (Myrtle and RCHI occurred in 2024 under the Board). Specific achievements/failures are not singled out; risk factors cite going concern, indebtedness, and controlled company issues.

Say-on-Pay & Shareholder Feedback

• No say-on-pay voting results are disclosed in the cited 10-K or special proxies; meeting materials were focused on capital structure/dilution approvals rather than director elections or pay votes.

Notes on Data Availability

• Board/committee attendance rates were not disclosed in the cited filings.
• No insider trading Form 4 details were cited in these documents.