Ramiro Guerrero
Director at MAIA
Board
About Ramiro Guerrero
Ramiro Guerrero (age 60) serves as an independent Class II director of MAIA Biotechnology and was re-elected in 2024 for a term expiring at the 2027 annual meeting; he is currently a member of the Compensation Committee (not the chair) and is considered independent under NYSE American rules . He is Founder and CEO of IMPERIO, Inc., a Chicago-area real estate investment and brokerage firm, and has 20+ years of business experience; his education includes a B.S. in Business/Management (University of Illinois), J.D. (Universidad Metropolitana de Monterrey, Mexico), and LL.M. in International Law (St. Mary’s University School of Law and University of Innsbruck) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMPERIO, Inc. (Chicago & suburbs) | Founder & CEO | 2015–present (as stated "since March 2015") | Real estate investment/brokerage leadership; venture capital support to startups for ~10 years |
| Venture Capital (personal) | Investor/Advisor | ~10 years | Aiding entrepreneurs and small businesses in startup ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IMPERIO, Inc. | Founder & CEO | 2015–present | Private company; no other public company directorships disclosed in MAIA proxy biography |
Board Governance
- Independence: The Board determined all directors except CEO Vlad Vitoc are independent; Guerrero is therefore independent .
- Board class/tenure: Class II director; re-elected May 24, 2024; term to 2027 .
- Committees:
- Compensation Committee: Member; committee chaired by Dr. Stan V. Smith .
- Audit Committee: Not a member (Audit Committee is Louie Ngar Yee (Chair), Steven Chaouki, and Dr. Smith) .
- Nominating & Corporate Governance: Not listed as a member in 2024 or 2025 (2024: Louie, Luput, Smith, Theagène; 2025: Louie (Chair), Luput, Smith) .
- Attendance:
- Board: In 2024 the Board held 4 meetings and took action 11 times via consent/electronically; all directors attended all Board meetings .
- Compensation Committee: 2024 held 2 meetings and 14 actions by written consent/electronically; all members attended all meetings (Guerrero was a member) . In 2023 it held 4 meetings and 19 written consents; all members attended meetings .
- Lead Independent Director: 2025—Dr. Stan V. Smith; 2024—Dr. Smith and Ms. Louie Ngar Yee served in lead independent roles .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 regular + 2 ad hoc; all directors attended all regular meetings; quorum on ad hoc meetings | 4; all directors attended all Board meetings |
| Compensation Committee meetings | 4; all members attended | 2; all members attended |
| Compensation Committee written consents | 19 | 14 |
Fixed Compensation
- Policy (through Jan 31, 2025): Non-employee directors receive equity-only compensation—$60,000 worth of stock options per year, granted quarterly; committee chairs receive an additional $15,000 in stock options per year .
- Policy (from Feb 1, 2025): Increased to $100,000 worth of stock options per year; additional $7,500 for Audit Committee chair; additional $5,000 for Compensation Committee and Nominating Committee members (quarterly grants) .
- Guerrero’s 2024 director compensation resulted in issuance of 32,378 options under policy .
| Director Compensation Element | 2024 (Equity-only) | Effective Feb 1, 2025 |
|---|---|---|
| Annual director equity retainer (options) | $60,000 | $100,000 |
| Audit Committee chair additional options | $15,000 | $7,500 |
| Compensation/Nominating Committee member additional options | Not specified for members (chairs only) | $5,000 for members |
| Guerrero—options issued for 2024 Board service | 32,378 options | Policy increase applies thereafter |
Performance Compensation
- No director performance-based metrics (e.g., TSR, EBITDA, ESG) tied to director pay are disclosed; director compensation is solely equity option grants on a time-based schedule without performance metrics .
Other Directorships & Interlocks
- Public company boards: None disclosed for Guerrero beyond MAIA .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation conflicts for the Compensation Committee; none of its members have been officers/employees; and no MAIA executive officers served on boards of entities with reciprocal executives on MAIA’s board/committee .
Expertise & Qualifications
- Education: B.S. in Business/Management (University of Illinois); J.D. (Universidad Metropolitana de Monterrey); LL.M. (St. Mary’s University School of Law and University of Innsbruck) .
- Domain experience: Entrepreneurial start-up and real estate investment/operations; venture capital experience aiding startups for ~10 years .
- Board skill overlay: Start-up entrepreneurship and management expertise cited by the company as qualifications for board service .
Equity Ownership
| Metric | Record Date (Mar 28, 2024) | Record Date (Mar 24, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 400,605 (319,600 common; 81,005 exercisable options/warrants within 60 days) | 777,063 (568,218 common; 208,845 exercisable options/warrants within 60 days) |
| Percent of class | 1.94% (based on 20,581,469 shares outstanding) | 2.61% (based on 29,587,314 shares outstanding) |
| Pledged shares | None pledged as of Dec 31, 2024 (company-wide) | None pledged as of Dec 31, 2024 (company-wide) |
| Hedging/derivatives policy | Anti-hedging and prohibition on short sales/derivatives; pledging restricted without pre-clearance | Anti-hedging and prohibition on short sales/derivatives; pledging restricted without pre-clearance |
Director Securities Purchases (Private Placements)
MAIA allowed directors to invest alongside accredited investors in several private placements at market-book value terms; issuances to directors were structured under the 2021 Plan as Unrestricted Stock Awards (shares) and Awards of Options (warrants), and the company does not deem these purchases as compensatory since they matched unaffiliated investor terms .
| Date | Shares Purchased | Price/Share | Warrants Purchased | Warrant Exercise Price | Exercisability & Term |
|---|---|---|---|---|---|
| Mar 14, 2024 | 6,928 | $1.17 | 6,928 | $1.30 | Exercisable starting 6 months post-issuance; 5-year term from initial exercise date |
| Nov 1, 2024 | 88,534 | $2.259 | 88,534 | $2.51 | Exercisable starting 6 months post-issuance; 5-year term from initial exercise date |
| Dec 13, 2024 | 53,418 | $1.872 | 53,418 | $2.08 | Exercisable starting 6 months post-issuance; 5-year term from initial exercise date |
- Additional related party: On Dec 13, 2024, “the sister of one of the Company directors” purchased 5,341 shares and 5,341 warrants for ~$10,000 (the filing does not name the director) .
Equity Ownership Alignment Assessment
- Guerrero increased his beneficial ownership from 400,605 shares (1.94%) at Mar 28, 2024 to 777,063 shares (2.61%) at Mar 24, 2025, reflecting participation in capital raises and accumulation of exercisable warrants/options, which signals alignment with shareholders .
- Company-wide policy prohibits hedging and short sales and restricts pledging; as of Dec 31, 2024 no directors/executives had pledged MAIA stock, reducing misalignment risk .
Governance Assessment
- Strengths:
- Independent status and active committee service (Compensation Committee member), with full attendance in 2024 at committee meetings; Board attendance also 100% in 2024 .
- Increased personal capital at risk via multiple private placements on unaffiliated investor terms, potentially enhancing “skin in the game” .
- Anti-hedging/anti-pledging policy and absence of pledging as of year-end 2024 support alignment and reduce risk .
- Board has designated a Lead Independent Director (Dr. Smith), supporting independent oversight .
- Watch items / potential conflicts:
- Director participation in company financings, while on market terms and under shareholder-approved plan, can create perceived conflicts around timing/terms of capital raises; continued disclosure and Audit Committee oversight of related-party transactions is critical .
- A related-party purchase by a director’s sister, albeit small (~$10,000), warrants monitoring for ongoing arms-length treatment and approval process compliance. RED FLAG (minor): familial participation in financings should be vetted under the Related Person Transaction Policy .
- Compensation structure moved from $60,000 to $100,000 equity retainer in 2025 for all non-employee directors; while still equity-only, higher annual option grants can contribute to dilution—investors should monitor aggregate plan usage and burn rate .
Overall, Guerrero’s independence, attendance, and incremental ownership support investor confidence; perceived conflicts from director-linked financings appear mitigated by market-parity terms and formal related-party policies, but remain a governance watch item .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed beyond MAIA |
| Committee interlocks | None disclosed; Compensation Committee members are non-employees; no reciprocal executive-board interlocks reported |
Director Compensation Summary (2024)
| Component | Amount/Detail |
|---|---|
| Fees earned or paid in cash | $0 (equity-only) |
| Option awards for director service | $60,000 (Guerrero was issued 32,378 options in 2024 under the policy) |
| Stock awards | $0 (director service awards were options; share purchases occurred via private placements on market terms) |
| Meeting fees | None disclosed |
Related Party Transactions
- Policy: Board-adopted Related Person Transaction Policy with Audit Committee approval/ratification requirements (arm’s-length terms, material interest assessment) .
- 2024–2025 director financings: Multiple director purchases of shares and warrants under 2021 Plan matching unaffiliated investor terms; company characterizes these as non-compensatory .
- Other related parties: FGMK (≥5% holder) received 28,448 restricted shares for services and invested in Nov 2024 private placement; severance accruals for terminated executives paid in 2024 .
Equity Compensation Plans and Dilution Context
- 2021 Equity Incentive Plan includes automatic annual increases; as of the 2025 proxy, 5,427,326 options granted and 2,923,673 shares reserved and available for issuance; significant additional authorizations proposed via increase of authorized common (70,000,000 to 150,000,000) to facilitate future financings .
Director Attendance
| Meeting Type | 2023 | 2024 |
|---|---|---|
| Board of Directors | 4 regular, 2 ad hoc; all directors attended regular meetings (quorum for ad hoc) | 4 meetings; all directors attended all |
| Compensation Committee (Guerrero member) | 4 meetings; all members attended | 2 meetings; all members attended |
Independence Status
- Guerrero is independent per Board determination; only CEO is non-independent .
RED FLAGS
- Familial participation in the Dec 13, 2024 private placement (director’s sister) requires strict adherence to related-party review protocols; while small in dollar terms, any repeat transactions should be scrutinized for arms-length compliance .
- Rising director equity retainer ($100,000 from Feb 1, 2025) increases option issuance and potential dilution; monitor plan burn rate and total overhang .