Trevor Langley
About Trevor Langley
Trevor Langley (age 61) is a non-employee director of FOXO, elected on September 10, 2024 in connection with the acquisition of Rennova Community Health, Inc. (RCHI); he has served as a director of Rennova Health, Inc. (RHI) since April 9, 2017 and is owner/managing partner of Avanti Capital Group LLC/Avanti Partners, LLC since 2006 with a focus on micro/small/mid-cap companies, notably in healthcare and alternative energy . His FOXO tenure began in 2024 with no committee assignments disclosed for him to date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanti Capital Group LLC / Avanti Partners, LLC | Owner & Managing Partner | Since 2006 | Consulting focus on healthcare and alternative-energy markets; supports micro/small/mid-cap firms |
| Rennova Health, Inc. (public company) | Director | Since April 9, 2017 | Ongoing director role; RHI is an Exchange Act registrant |
| FOXO Technologies Inc. | Director | Since Sept 10, 2024 | Elected in connection with RCHI acquisition |
External Roles
| Company | Role | Sector | Notes |
|---|---|---|---|
| Rennova Health, Inc. | Director | Healthcare services | Public registrant under Exchange Act; major FOXO counterparty in 2024–2025 transactions |
Board Governance
- Committee memberships: The audit, compensation, and nominating & corporate governance committees consist of Bret Barnes and Francis Colt deWolf III; Langley is not listed as a member of any board committee .
- Independence and interlocks: The company states committee members meet NYSE American independence standards; Langley is a director of RHI (a counterparty and >5% holder), and is identified in “Interest of Certain Persons” as potentially having an interest in shareholder approvals related to RHI transactions, signaling an independence concern for matters involving RHI .
- Tenure: Director since Sept 10, 2024 .
- Lead Independent Director, executive sessions, attendance: Not disclosed in the cited proxy materials.
| Committee | Members | Chair | Independence Stated |
|---|---|---|---|
| Audit | Bret Barnes; Francis Colt deWolf III | Not specified | Committee composition complies with Sarbanes-Oxley, SEC, NYSE American independence |
| Compensation | Bret Barnes; Francis Colt deWolf III | Not specified | Committee composition complies with NYSE American independence |
| Nominating & Corporate Governance | Bret Barnes; Francis Colt deWolf III | Not specified | Committee members deemed independent |
Other Directorships & Interlocks
| Entity | Relationship to FOXO | Langley’s Role | Interlock Details |
|---|---|---|---|
| Rennova Health, Inc. (RHI) | 5%+ holder; major transaction counterparty | Director | RHI exchanged $21.0M of RCHI’s senior note into 21,000 shares of FOXO Series A Preferred; post-approval voting could deliver control; “Interest of Certain Persons” lists Langley’s potential interest |
| RCHI / Myrtle (FOXO subsidiaries) | Lease arrangements with RHI subsidiaries | N/A | Lease agreements: $35,000/mo (Myrtle) and $65,000/mo (SCCH), with CPI/3% escalators; Board approved closings |
Expertise & Qualifications
- Capital markets and corporate advisory experience through Avanti; focus on healthcare and alternative-energy sectors .
- Public company governance experience as director at RHI since 2017 .
Equity Ownership
Notes: The company’s ownership disclosures changed between the November 2024 and January 2025 filings. As of November 14, 2024, one proxy lists Langley with 0 shares; the later filing attributes RHI’s stake to Langley with a disclaimer that shares are owned by RHI and Langley disclaims beneficial ownership except to the extent of pecuniary interest .
| Metric | 2024-11-15 Proxy (basis: 11/14/2024) | 2025-01-06 Proxy (basis: 11/14/2024) |
|---|---|---|
| Shares beneficially owned (#) | 0 | 1,023,629 (owned by RHI; Langley disclaims except to pecuniary interest) |
| Ownership (%) | – | 5.92% |
| Shares outstanding (basis for %) | 17,286,574 | 17,286,574 |
- Disclosure footnote: “Shares are owned by Rennova Health, Inc. (‘RHI’). Mr. Langley is a director of RHI. Mr. Langley disclaims beneficial ownership … except to the extent of his pecuniary interest” .
- 5% holders: RHI listed with 1,023,629 shares (5.92%) .
Governance Assessment
- Related-party exposure and potential conflicts: FOXO entered into multiple transactions with RHI in 2024–2025 (RCHI note exchange for 21,000 Series A Preferred; New Note of $1.0M to RHI with step-up to $2.5M absent shareholder approval; lease agreements with RHI subsidiaries). The proxy explicitly notes Langley (FOXO director, RHI director) “may have an interest” in shareholder approvals—this is a material conflict-of-interest signal .
- Change-of-control risk through preferred stock: Upon shareholder approval, Series A Preferred voting rights would expand; based on Record Date, RHI’s 21,000 shares would represent ~71.49% of voting power, enabling control over director elections and shareholder outcomes. This materially undermines minority shareholder influence and elevates conflict risks for RHI-affiliated directors (including Langley) .
- Committee oversight gap: Langley is not on any board committee, and committees are staffed by independent directors Barnes and deWolf; while this limits Langley’s direct influence over audit/comp/nomination processes, it also means conflicts must be managed at the full board level where RHI matters are pervasive .
- Ownership alignment: The beneficial stake attributed to Langley is via RHI, with Langley disclaiming beneficial ownership except for pecuniary interest; direct individual ownership and unvested/vested breakdown are not disclosed, reducing transparency on personal “skin-in-the-game” .
RED FLAGS
- RHI change-of-control potential via Series A conversion/voting expansion (~71.49% voting power post-approval) .
- “Interest of Certain Persons” explicitly flags Langley’s potential interest in approvals tied to RHI financings (New Note penalty, preferred conversion) .
- Multiple related-party leases between FOXO subsidiaries and RHI entities with material monthly rents and escalators .
Board Governance (Transactions Context)
| Key RHI-FOXO Transaction | Terms | Governance/Conflict Note |
|---|---|---|
| RCHI Note exchange | $21.0M of RCHI senior note exchanged for 21,000 Series A Preferred (adjustable); conversion price example $0.2718 used in proxy | Conversion/voting terms could result in RHI control post-approval; Langley (RHI director) flagged under “Interest of Certain Persons” |
| New Note to RHI | $1,000,000 maturing in 6 months; increases to $2,500,000 if shareholder approval not obtained within 60 days | Creates pressure for approvals; explicit conflict-of-interest disclosure includes Langley |
| Myrtle & SCCH leases with RHI subsidiaries | $35,000/mo (Myrtle); $65,000/mo (SCCH); 1-year terms with 5 annual renewal options; escalator = greater of 3% or CPI | Ongoing related-party cash flows requiring audit committee review under policies |
Notes on Compensation and Attendance
- No director-specific compensation details for Mr. Langley were provided in the cited 12/23/2024 DEF 14A or the 1/6/2025 special meeting proxy; committee retainer structures disclosed in 2023 do not identify Langley (who joined in 2024) .
- Attendance and engagement metrics for the 2024–2025 period are not disclosed in the cited materials.
Summary Implications for Investors
- Governance risk is elevated due to extensive related-party transactions with RHI, explicit conflict disclosures involving Langley, and a preferred equity/voting structure that could confer majority control to RHI upon approval—challenging minority protections and independence optics .
- Mitigants include committee independence (Barnes and deWolf) and stated related-party review policies via the audit committee; however, oversight effectiveness will depend on rigorous recusal practices and transparent disclosure in future filings .