Suying Liu

About Suying Liu

Dr. Suying Liu is Chairman, Chief Executive Officer, and Chief Financial Officer of Mountain Crest Acquisition Corp. V (MCAG) and has served since April 2021; he is 37 years old as of the 2025 record date and 36 as of the 2024 proxy record date . He holds a PhD and MS in Finance and a BA in Economics/Mathematics (summa cum laude) from Washington University in St. Louis; prior roles include investment strategist at J.P. Morgan and strategy/real assets investing roles, followed by leading multiple SPAC platforms to completed business combinations (PLBY/MCAC in 2021; Better Therapeutics/MCAD in 2021; ETAO/MCAE in 2023; CH Auto/MCAF in 2024) . As a pre-business-combination SPAC, MCAG discloses no executive cash pay to date and has no employment agreements; executive compensation would be determined post-merger by the combined company, underscoring that incentives are primarily tied to founder/sponsor equity value realization and transaction completion . Dr. Liu also beneficially owns a significant equity stake via the sponsor, concentrating control and alignment but creating deal-completion pressure common in SPAC structures .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Founder/sponsor equity: Founder shares were issued to the sponsor (insider shares), and additional shares were issued upon conversion of sponsor note(s); sponsor also holds private units, creating strong alignment with completing a value-accretive business combination .
• Pledging/hedging: Insider Trading Policy prohibits pledging, margin, short sales, and hedging by insiders, reducing pledge/hedge misalignment risk .

Founder/Sponsor Equity Lock-up and Transfer Restrictions

Related Party Financing and Potential Selling Pressure

Employment Terms

Board Governance

• Current roles: Chairman, CEO, and CFO; board has four members with three independent directors; staggered board (three classes) .
• Committees: Audit Committee (independent directors only; chair: Dr. Todd Milbourn; audit committee financial expert), Compensation Committee (independent directors; chair: Wenhua Zhang); no standing nominating committee—independent directors handle nominations .
• Independence and dual-role implications: Dr. Liu is not independent and holds combined Chairman/CEO/CFO roles; however, committees are fully independent, and related-party transactions and business combinations require independent director approvals, partially mitigating governance concentration risk .

Director Compensation

• Pre-business combination: No executive cash compensation and no director fee disclosures beyond the sponsor administrative fee; any post-merger director pay to be set by the combined company and disclosed when determined .

Compensation Structure Analysis

• Pay-for-performance: No cash pay/bonuses or performance metrics disclosed pre-merger; compensation committee charter exists but compensation decisions deferred until after a business combination .
• Equity-centric incentives: Alignment is primarily through sponsor/founder equity and private units subject to escrow/lock-up and at-risk capital; this can create strong incentives to close a transaction, which is common in SPACs but can introduce deal-quality risk if time/capital pressures mount .
• Pledging/hedging: Prohibited by policy, reducing misalignment risk from hedged positions .

Performance & Track Record

• SPAC outcomes under Liu’s leadership include completed business combinations for MCAC→PLBY (Feb 2021), MCAD→Better Therapeutics (Oct 2021), MCAE→ETAO (Feb 2023), and MCAF→CH Auto (Mar 2024) .
• MCAG-specific TSR or operating KPIs are not disclosed in the reviewed proxy/10-K materials given the pre-combination status; liquidity/trust data and extension processes are disclosed elsewhere in periodic filings .

Risk Indicators & Red Flags

• Concentrated control: Very high beneficial ownership via sponsor (≈71%) and combined Chairman/CEO/CFO roles; mitigants include independent committees and approval requirements for related-party transactions .
• Related-party dependence: Administrative fees and multiple sponsor notes/working capital loans indicate reliance on sponsor financing; audit committee oversight is disclosed .
• Insider trading controls: Policy prohibits pledging/margin/hedging and requires pre-clearance and blackout adherence; company reports timely Section 16 compliance .

Compensation Peer Group, Say-on-Pay, Shareholder Feedback

• No compensation peer group, say-on-pay results, or shareholder engagement responses disclosed pre-business combination in the reviewed materials .

Expertise & Qualifications

• Education: PhD Finance (2015), MS Finance (2012), BA Econ/Math summa cum laude (2010), Washington University in St. Louis .
• Domain expertise: Capital markets/structured credit (JPMorgan), SPAC formation and execution, and corporate strategy .

Investment Implications

• Alignment and pressure: Dr. Liu’s economics are dominated by sponsor/founder equity and private units subject to escrow/lock-up with a disclosed ~$24.5m at-risk if no business combination—this aligns him with deal completion but may elevate execution-quality risk if timelines compress .
• Governance considerations: Triple role (Chair/CEO/CFO) concentrates authority; independent audit/compensation committees and required independent approvals provide checks but investors should monitor related-party transactions and extension dynamics closely .
• Trading signals: Prohibitions on pledging/hedging and absence of cash pay reduce immediate selling pressure; potential selling windows and unlocks would be tied to post-merger lock-up triggers ($12.50 condition and 1-year terms), making de-SPAC timing and post-close trading performance critical for supply/demand overhang analysis .
• Retention risk: With no employment agreement, severance, or guaranteed pay, retention pre-merger hinges on sponsor incentives rather than employment protections—typical for SPACs, but compensation structure will reset post-merger under the new board .

Key monitoring items: progress to business combination and extension milestones, updates to sponsor financing/convertible working capital, any amendments to lock-up terms, and post-merger compensation frameworks and governance changes .

References:

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