Jorge L. Torres
About Jorge L. Torres
Jorge L. Torres, age 54, is Vice President of Operations for FedEx Express México with 30 years in logistics and transportation. He joined BRQL’s Board on April 9, 2025 as an independent director; the board held five meetings since the February 2025 change of control and each director attended all meetings. He holds an MBA (EGADE Business School, Tecnológico de Monterrey, 2006), a Master’s in Quality (Universidad La Salle, 2000), and a Bachelor’s in Communications (Universidad del Valle de México, 1993). The Board determined Mr. Torres qualifies as an independent director under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Express México | Vice President of Operations | 2012–present | Led integration of Multipack into FedEx, aligning infrastructure/services to support regional growth; recognized for operational excellence and employee engagement |
External Roles
| Organization | Position | Start Date | Notes |
|---|---|---|---|
| FedEx Express México | VP Operations | 2012 | Oversees complex logistics network across Latin America; strategic expertise in logistics and supply chain |
Board Governance
- Board size and nominees: Six directors; Mr. Torres nominated to serve until the next annual meeting or until a successor is elected and qualified .
- Attendance: Five board meetings since February 2025; each director attended all meetings (100% attendance) .
- Independence: Board determined Mr. Torres qualifies as an independent director under NYSE/SEC standards .
- Leadership: CEO and Chairman roles combined (Kent Wilson); Board deems structure appropriate; no Lead Independent Director disclosed .
- Committees: No standing audit or compensation committee as of the proxy date; board acts as Audit Committee; multiple advisory committees (Autonomous Logistics, UAV Technologies, Regulatory, Branding/Sales/Marketing, Budget, Engineering) planned but not yet formed; no disclosed committee assignments for Mr. Torres .
- Executive sessions: Not disclosed.
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual cash retainer | $0 paid | “We have not paid any compensation to our directors.” No cash retainers or meeting fees disclosed . |
| Committee membership fees | Not applicable | No committees formed; no fees disclosed . |
| Committee chair fees | Not applicable | No committees formed; no fees disclosed . |
| Meeting fees | $0 paid | No paid meeting fees disclosed . |
Performance Compensation
| Award Type | Grant Date | Units/Value | Vesting Schedule | Settlement | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Executive RSU Plan) | April 9, 2025 | 100,000 RSUs | 10% on 4/9/2026; 30% on 4/9/2027; 60% on 4/9/2028 | Settled in shares six months after each vesting date | Time-based vesting; no performance metrics disclosed |
- Plan terms: Executive RSU Plan vests 10%/30%/60% over three years; settlement occurs six months post-vesting; committee may accelerate vesting .
- No options, PSUs, or performance targets (EBITDA, TSR, ESG) disclosed for directors .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | Mr. Torres’ primary external role is with FedEx; BRQL highlighted logistics expertise on its board but disclosed no transactions with FedEx; no related-party links to Mr. Torres identified . |
Expertise & Qualifications
- Logistics and operations leadership: Integration of Multipack into FedEx; oversight of complex regional networks .
- Education: MBA (EGADE 2006), Master’s in Quality (2000), BA Communications (1993) .
- Board-relevant domain expertise: Autonomous logistics strategy support for BRQL’s “Dynamic Deliveries” division .
Equity Ownership
| Category | Detail |
|---|---|
| Common shares owned | 0; 0.00% ownership per beneficial ownership table |
| Preferred shares owned | 0 (Series A/B/C/D) |
| Unvested RSUs | 100,000 RSUs granted 4/9/2025 with 10/30/60 vesting over 2026–2028 |
| Vested RSUs | 0 as of the October 13, 2025 record date |
| Options | None disclosed |
| Pledged shares | None disclosed |
| Ownership guidelines | None disclosed |
Insider Filings and Transactions
| Filing | Date | Security/Units | Key Disclosure |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | July 16, 2025 | 100,000 RSUs | Received 100,000 RSUs in connection with appointment; time-based vesting per plan |
| OTC Markets Director Disclosure | April 9, 2025 | Director – 100,000 units noted | OTC disclosure shows “TORRES JORGE L Director, Direct, 100,000” consistent with RSU grant |
Governance Assessment
-
Strengths:
- Independence and 100% attendance indicate strong engagement and board discipline .
- Domain expertise in logistics aligns with BRQL’s strategic pivot to autonomous logistics and UAV operations; expected to improve board oversight of supply chain initiatives .
- Equity-based compensation via time-vested RSUs promotes longer-term alignment, with settlement six months post-vesting .
-
Concerns / RED FLAGS:
- Capital structure concentrates control among insiders: Series B Preferred collectively carry voting power equal to 200% of all other voting shares; Series A Preferred have 10:1 votes, significantly diluting common holders’ influence. This raises investor confidence risks despite director independence .
- No audit or compensation committee as of the proxy; board acts as Audit Committee and intends to form committees later, limiting specialized oversight in the near term .
- Combined CEO/Chairman roles without a disclosed Lead Independent Director reduces independent counterbalance at the board level .
- Skin-in-the-game gap: As of the record date, Mr. Torres held 0 common shares; ownership is solely via unvested RSUs, which begin vesting in April 2026, deferring economic alignment until vesting milestones .
-
Related-party and conflicts:
- No related-party transactions or family relationships tied to Mr. Torres disclosed; ACP-related transactions involve other directors/officers (Wilson, Hail, Kantrowitz, Rigney) rather than Torres .
- No disclosed business dealings with FedEx linked to Mr. Torres; monitor future vendor/customer relationships for potential conflicts .
-
Implications:
- Mr. Torres’s logistics expertise should enhance oversight of operational KPIs and autonomous delivery strategy, but the absence of standing committees and concentrated voting power may temper governance effectiveness and minority shareholder protections in the near term .