Guillermo Cruz
About Guillermo Cruz
Chief Operating Officer of MAQC since January 2021; age 30 in FY 2022 and 31 in FY 2023. He is the son of director Guillermo Cruz Reyes, creating a disclosed family relationship on the board. Education: MS in Finance (Harvard University), certificate in business administration (Yale School of Management), and BA (University of Texas at Austin). As a SPAC, MAQC disclosed no pre-business-combination executive compensation tied to TSR, revenue growth, or EBITDA; no equity compensation plan exists, and officers received no cash compensation, so no performance metrics-based pay applied prior to a business combination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Benessere Capital Acquisition Corp (NASDAQ: BENEU) | Chief Operating Officer | Previously served (no dates disclosed) | SPAC operating role; experience with blank-check transactions |
| ACAD & Board Solutions (Asesores de Consejo y Alta Direccion S.C. and Board Solutions LLC) | CEO and Partner; Director; Committee member (Audit, Compensation, Governance) | CEO/Partner since June 2010; Director since June 2010; Board committee service since March 2017 | Under his leadership, accumulated revenue +150% and client base grew to 400 clients |
| Maquia Capital | Founder | Formed October 2020 | Agricultural private equity platform managing investments across Mexico, U.S., Latin America |
| Governance Commitment Capital SAPI de CV (GC Capital) | Founder and Managing Partner; Board member | Founded March 2013; Board member since March 2013 | Manages investments; board governance involvement |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACAD & Board Solutions | Board of Directors (Audit, Compensation, Governance committees) | Board service since June 2010; committee service since March 2017 | Governance leadership; expanded client base and revenue |
| GC Capital | Managing Partner; Board member; Governance committee | Managing Partner and Director since March 2013 | VC investments; governance oversight of portfolio boards |
| Integradora Mexicana de Negocios GC SAPI de CV | Board member; Governance committee | Since October 2020 | Governance committee member |
Fixed Compensation
| Component | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $0 (officers received no cash compensation) | $0 (officers received no cash compensation) | $0 (officers received no cash compensation) | $0 (officers received no cash compensation) |
| Target Bonus (%) | None | None | None | None |
| Actual Bonus Paid ($) | $0 | $0 | $0 | $0 |
| Other Cash Comp (finder/consulting fees) | None pre-business combination | None pre-business combination | None pre-business combination | None pre-business combination |
| Reimbursed Expenses | Allowed; out-of-pocket reimbursed, reviewed quarterly by audit committee | Allowed; reviewed quarterly | Allowed; reviewed quarterly | Allowed; reviewed quarterly |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Pre-business-combination executive incentives | N/A | N/A | N/A | None (no equity plans; no performance-tied pay pre-combination) | N/A |
- Securities authorized for issuance under equity compensation plans: None .
- No RSU/PSU/option awards granted by MAQC to officers prior to a business combination .
Equity Ownership & Alignment
- Structure: Beneficial ownership concentrated in the Sponsor (Maquia Investments North America, LLC). Guillermo Cruz is a director and stockholder of the Sponsor and may be deemed to share beneficial ownership; he disclaims beneficial ownership except to the extent of his pecuniary interest .
| Ownership Detail | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Class A shares beneficially owned (Sponsor/Guillermo Cruz may be deemed) | 2,712,438 | 2,712,458 | 2,712,458 |
| Class B shares beneficially owned (Sponsor/Guillermo Cruz may be deemed) | 2,128,715 | 2,128,715 | 2,128,715 |
| Approx. % of outstanding common stock (Sponsor/Guillermo Cruz may be deemed) | 78.39% | 78.4% | 92.7% |
| Shares pledged as collateral | No pledging disclosure identified | ||
| Options (exercisable/unexercisable) | None disclosed (no equity plan) |
- Founder and placement securities: Sponsor initially received founder shares and purchased placement units; certain founder shares were later forfeited or issued to underwriters per IPO terms .
- Section 16(a) reporting: Company disclosed timely filings for executive officers and >10% holders for FY 2021 period reviewed .
Employment Terms
| Term | Current Disclosure |
|---|---|
| Employment agreement | Not disclosed; no guaranteed compensation pre-business combination |
| Severance provisions | None; company not party to agreements providing benefits upon termination |
| Change-of-control economics | Not disclosed; compensation to be determined by post-combination board if executives remain |
| Vesting/accelerated vesting | Not applicable (no equity awards) |
| Clawback provisions | Not disclosed |
| Tax gross-ups | Not disclosed |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Post-termination consulting | May be negotiated post-business combination; to be disclosed at that time |
| Family relationship | Guillermo Cruz is the son of director Guillermo Cruz Reyes |
- Governance note: Compensation committee charter exists but pre-combination no compensation is paid to officers/directors; future compensation decisions post-combination to be handled by independent directors/committee .
Investment Implications
- Pay-for-performance alignment: Pre-business combination, there is no cash or equity compensation and no performance-tied pay for officers; alignment is primarily through Sponsor economics where Guillermo Cruz may share beneficial ownership, which can incentivize consummating a business combination to unlock Sponsor value .
- Retention and severance risk: With no employment contracts or severance protections, entrenchment risk is low; retention post-combination will depend on negotiated roles/compensation at the combined company and should be monitored in future filings .
- Ownership concentration and potential selling pressure: Sponsor holds a dominant stake (>90% of outstanding common stock as of the 2025 proxy); monitor lock-up terms in any de-SPAC transaction and subsequent Section 16/Form 4 activity for selling pressure indicators .
- Governance considerations: Disclosed family relationship between the COO and a director is a governance sensitivity to watch; ensure independent committee oversight on post-combination pay and related-party matters .
- Transaction dynamics: An 8-K listed planned officers for a “surviving corporation” distinct from the SPAC, with Guillermo Cruz listed among SPAC officers; role continuity in the operating company post-transaction remains uncertain and is a potential execution/retention watch item .