Guillermo Cruz Reyes
About Guillermo Cruz Reyes
Independent director since May 2021; age 64. Career spans corporate governance, audit, and risk management in Latin America, including a senior partnership at Deloitte and chairing ACAD & Board Solutions. Education: B.A. Accounting (Instituto Politécnico Nacional), International Management certificate (NYU), PhD in Business – Corporate Governance & Control (Universidad Anáhuac), M.S. Finance (ITAM), Family Governance certification (Wharton). Class II director re-nominated/elected at the May 20, 2024 annual meeting to serve through the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Touche Tohmatsu Limited | Senior Partner in charge of Corporate Governance, Internal Audit, Risk Management | 1999–2008 | Led governance and control services |
| ACAD & Board Solutions (Asesores de Consejo y Alta Dirección & Board Solutions LLC) | Chairman; led Corporate Governance and Family Business services | 2008–present | Provided governance, internal audit, internal control, risk management to public/private firms |
| Las Sevillanas (milk candy brand) | Director | 2018–present | President of Governance Committee |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ACAD & Board Solutions | Chairman/Director | Private | Latin America’s leading governance advisory per company bio |
| Las Sevillanas | Director | Private (Mexico) | Governance Committee president |
Board Governance
- Board classification: Class II director (term extended/elected at 2024 annual meeting) .
- Committees: Not listed on Audit Committee; Audit Committee members are Luis A. Alvarez (Chair), Pedro M. Zorrilla Velasco, and Luis A. Marquez-Heine .
- Compensation Committee: Committee exists with chartered responsibilities; specific membership not disclosed in proxy .
- Independence status: The Board identified Alvarez, Zorrilla Velasco, and Marquez-Heine as independent directors; Guillermo Cruz Reyes was not listed among independent directors in the May 2024 proxy .
- Meeting attendance: Not disclosed.
Fixed Compensation
| Component | 2023/2024 Status | Notes |
|---|---|---|
| Annual cash retainer | Not paid | “None of our officers or directors has received any cash compensation” pre-business combination |
| Committee chair/member fees | Not paid | Not disclosed; no cash compensation |
| Meeting fees | Not paid | Not disclosed; no cash compensation |
Performance Compensation
| Component | Grant details | Metrics/Vesting |
|---|---|---|
| Equity (RSUs/PSUs/Options) | Not disclosed/none pre-business combination | Company states no compensation paid to officers/directors before a business combination . Post-combination arrangements, if any, would be determined later and disclosed at that time . |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| ACAD & Board Solutions | Chairman/Director | Governance advisory; no issuer-level conflicts disclosed |
| Las Sevillanas | Director | Private company board; no MAQC transactions disclosed |
Expertise & Qualifications
- Core expertise: Corporate governance, internal audit, internal control, risk management .
- Advanced education and certifications in governance and finance (NYU, Wharton, ITAM, Universidad Anáhuac) .
- Sector/geography: Latin America focus; advisory to public and private firms .
Equity Ownership
| Holder | As of May 2, 2024 | As of Jan 3, 2025 |
|---|---|---|
| Guillermo Cruz Reyes – Beneficial Ownership (shares/% of class) | 0 / 0% | 0 / 0% |
| Context: Sponsor (Maquia Investments North America, LLC) – Common shares outstanding stake | 2,712,458 Class A; 2,128,715 Class B; ~78.4% of total (May 2024) | 2,712,458 Class A; 2,128,715 Class B; ~92.7% of total (Jan 2025) |
| Note | Sponsor controlled by COO Guillermo Cruz (different individual) per filing; other officers/directors are members of the Sponsor (not individually enumerated) . |
Governance Assessment
- Independence alignment: Board did not classify Cruz Reyes as independent in the May 2024 proxy; independence designation should be treated cautiously despite external references .
- Ownership alignment: Cruz Reyes holds no MAQC shares; alignment is instead concentrated in the Sponsor, which is controlled by the COO (different person) and includes certain officers/directors as members .
- Committee influence: Not on the Audit Committee; audit oversight led by Alvarez (audit financial expert), limiting Cruz Reyes’ direct role in financial control remediation .
- Compensation governance: No director pay pre-business combination; no disclosed equity grants; reduces pay-related conflicts but gives limited at-risk alignment for directors .
- Company-level RED FLAGS relevant to board effectiveness:
- Supermajority insider control assures outcomes “without the vote of Public Shareholders,” potentially weakening minority investor protections .
- Nasdaq delisting proceedings and suspension (July 31, 2024) tied to missed SPAC deadlines and shifting targets; appeal noted—material market-quality and oversight concerns .
- Charter amendment filing/“scrivener’s error” and Delaware ratification issues signal governance process weaknesses (extension date misfiled; SEC comments) .
- Heavy Sponsor control and multiple extensions increase execution and alignment risk; Sponsor loans/extension deposits and possible convertibility add complexity (up to $1.5M convertible) .
Implications: For traders and PMs, the lack of disclosed director-specific compensation and ownership for Cruz Reyes reduces individual alignment; oversight risks arise from broader company governance (insider control, listing status, filing process errors). Analysts should monitor future disclosures post-business combination for any changes in independence status, committee assignments, and director equity grants that could improve alignment and accountability .