Seamus Lagan
About Seamus Lagan
Seamus Lagan is 55 and serves as Chief Executive Officer and Director of FOXO; he joined the Board on September 10, 2024 and was appointed CEO on December 5, 2024 . He is concurrently CEO and President and a director of Rennova Health, Inc. (RHI), and previously CEO/director of Medytox Solutions, Inc., with interim CFO stints at RHI; he also certifies FOXO’s SEC filings as CEO, evidencing direct oversight of internal controls . Under his leadership FOXO executed debt-to-equity exchanges and regained NYSE American compliance in December 2024, but the stock was later delisted and moved to OTC in August 2025 due to price, highlighting execution and market-risk volatility . FOXO pursued acquisitions in healthcare services (e.g., Vector Biosource) and completed the RCHI transaction, positioning for revenue growth while increasing shareholder equity through restructurings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FOXO Technologies Inc. | Chief Executive Officer (Principal Executive Officer) | Dec 5, 2024–present | Led exchange transactions improving shareholders’ equity; guided compliance regain, pursued acquisitions (RCHI/Vector) |
| FOXO Technologies Inc. | Director | Since Sep 10, 2024 | Governance role during change-of-control and capital restructurings |
| Rennova Health, Inc. (RHI) | CEO, President, Director | Since Nov 2, 2015 | Counterparty to FOXO’s Series A preferred exchange; majority voting influence at FOXO via RHI holdings |
| Medytox Solutions, Inc. (RHI subsidiary) | CEO & Director | Since Sep 15, 2014 | Leadership experience in healthcare/diagnostics; part of RHI predecessor merger |
| RHI | Interim Chief Financial Officer | 2016–2017; 2017–2019; since May 10, 2019 | Finance oversight; indicates multi-disciplinary financial competence |
| FOXO/RCHI subsidiaries | CEO | Ongoing | Operates FOXO’s hospital/behavioral health units via RCHI |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alcimede Limited (Bahamas) | Managing Director/Consultant | Since Nov 1, 2021 | Provides management/financial consulting; previously Alcimede LLC until Nov 1, 2021 |
Fixed Compensation
- No CEO employment agreement, base salary or bonus terms for Mr. Lagan are disclosed in available FOXO filings; his appointment 8-K stated no arrangements/understandings and did not include compensatory details .
Performance Compensation
- Performance-based equity or bonus metrics for Mr. Lagan are not disclosed in available filings; the company’s general philosophy emphasizes pay-for-performance via equity incentives, but no CEO-specific targets or outcomes are provided .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Ownership Mechanics |
|---|---|---|---|
| Seamus Lagan (through RHI) | 1,023,629 | 5.92% | Shares owned by RHI; Lagan disclaims beneficial ownership except to his pecuniary interest |
- Pledging/Hedging: No pledging or hedging of FOXO shares by Mr. Lagan is disclosed in available filings .
- Section 16 compliance: Company disclosed no late filings for FY2023; not specific to Lagan’s post-appointment period .
| Series A Preferred Voting Power | Aggregate Votes | Notes |
|---|---|---|
| Pre-shareholder approval (Record Date Jan 3, 2025) | 5,889,511 | Series A capped at 19.99% of aggregate voting power pending approval |
| Post-shareholder approval | 77,724,138 | Cap removed; voting power scales with VWAP |
| RHI ownership (21,000 Series A) post-approval | 71.49% of total voting power | Indicates potential majority control by RHI upon conversion and voting; governance risk |
Employment Terms
- Appointment: Effective December 5, 2024; Board stated no arrangements or understandings behind the appointment; no committee appointments planned at that time .
- Dual-role implications: Mr. Lagan served concurrently as CEO and interim CFO during portions of 2025 (certified Q2 10-Q under Section 906 as both PEO and PFO), until the appointment of a new CFO on September 23, 2025, which can raise control/finance oversight concentration concerns .
- Severance/Change-of-control: No CEO-specific severance, CoC triggers, or clawback terms disclosed. Company-level Series A terms create change-of-control dynamics with RHI but are not personal employment protections .
Board Governance
- Board service: Director since 2024; inside director as CEO .
- Committee roles: Lagan is not on Board committees; Compensation, Audit, and Nominating committees comprised of non-employee directors (Barnes/de Wolf) deemed independent under NYSE American standards .
- Independence issues: As CEO of FOXO and CEO/Director of RHI (a major holder and counterparty), Lagan has related-party interests in transactions approved by shareholders; “Interest of Certain Persons” explicitly notes his dual role and potential conflict .
- Majority stockholder actions: Written consents by RHI (controlled by CEO) approved significant charter actions and reverse split authority, evidencing concentrated influence over corporate actions .
Performance & Track Record
| Event | Date | Detail/Outcome |
|---|---|---|
| Regained NYSE American equity compliance | Dec 16, 2024 | NYSE Regulation confirmed compliance; “.BC” indicator removed |
| CEO shareholder letter strategic update | Jan 28, 2025 | Noted change of control, $21M debt-to-equity exchange, equity improvement, growth plan (targeting >$20M net revenues potential) |
| Delisted to OTC | Aug 13, 2025 | NYSE commenced delisting due to sub-$0.10 price; trading symbol confirmed on OTC |
| Restatement/non-reliance notice | Aug 18, 2025 | Accounting correction re purchase price contingent liability; CEO certified as Interim CFO; impact described on balance sheet; operations unaffected |
| CFO appointment | Sep 23, 2025 | Appointed Sylwia Nowak Hauman; base salary $200,000; possible $25,000 bonus |
| Vector Biosource acquisition closed | Sep 22, 2025 | Consideration includes cash, Series E preferred, warrants, earn-out; CEO commentary on growth |
Compensation Committee Analysis
- Composition: Independent directors Bret Barnes and Francis Colt de Wolf; remit includes CEO compensation goal-setting and evaluation .
- Consultant usage: Committee authorized to appoint/oversee compensation consultants per charter .
- CEO pay disclosure: Not provided post-appointment, limiting external pay-for-performance evaluation .
Related Party Transactions & Conflicts
- RCHI/RHI Exchange Agreement: $21M of RCHI senior note exchanged into Series A preferred; New Note $1M issued, rising to $2.5M if shareholder approval not obtained within 60 days; RHI holds substantial Series A influencing control .
- KR8 AI arrangements: Settlement and license termination transactions prior to CEO appointment, plus director equity arrangements; context for affiliate dealings oversight by Audit Committee .
Investment Implications
- Alignment: Lagan’s economic exposure appears indirect via RHI’s 5.92% common stake and substantial Series A position, but personal share/option holdings are not disclosed; absence of CEO-specific ownership/comp terms reduces visibility into pay-performance alignment .
- Governance risk: Dual leadership at FOXO and RHI, majority voting potential post-approval (71.49%) and written consents by a majority stockholder controlled by the CEO elevate related-party and minority shareholder risk; committee independence mitigates but does not eliminate conflicts .
- Execution risk: Positive actions include equity improvement and business acquisitions; however, delisting to OTC and the August 2025 non-reliance/restatement signal control, market access, and reporting quality risks during tenure .
- Retention/comp visibility: No disclosures on CEO salary, bonus, equity grants, vesting or CoC/severance terms constrain quantitative assessment of incentive alignment or near-term insider selling pressure for Lagan; monitoring upcoming proxy or 8-K 5.02 filings for comp terms is warranted .