{"url_path":"/sec/mrnow/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":2989,"has_tables":true,"body_markdown":"ITEM 6.\n\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nA.\n\nDirectors and Senior Management\n\nThe table below sets forth our executive officers and directors. Our board of directors (“Board”) is comprised of three directors: Elías Sacal Cababie, Marcos Sacal Cohen, and Julio Arias\nGarcía.\n\nName\n\nPosition\n\nAge\n\nExpiration\n\nElías Sacal Cababie\n\nMember of the Board\n\n60\n\n2026\n\nMarcos Sacal Cohen\n\nMember of the Board\n\n33\n\n2027\n\nJulio Arias García\n\nIndependent Member of the Board\n\n56\n\n2026\n\nOscar Jazmani Mendoza Escobar\n\nCFO\n\n44\n\n2026\n\nBiographical Information\n\nElías Sacal Cababie, 60, founded BVG World, S.A. de C.V. (“Bay View Grand,” currently Murano World, S. A. de\nC.V) in 1996 and has served as chairman of the board of directors of GIC I Trust since 2018. Additionally, Mr. Sacal is the Chief Executive Officer of Grupo Murano. Since 2009. Mr. Sacal is a leader within Mexico’s tourism and lodging\nindustry with over 20 years of experience developing, acquiring and financing real estate. Between 1998 and 2008, Mr. Sacal developed the “Second Home Living” business focused on international buyers interested in owning a vacation home in\nMexico. Previously, Mr. Sacal was a director on the board of Archiao Limited, a New York City and Dublin software company, from 2014 to 2018. Mr. Sacal has developed multiple residential real estate projects in beach cities including Puerto\nVallarta, Mexico City, and Cancún. Mr. Sacal is a member of the boards of trustees of the Mexico’s National Museum of Anthropology, the Mexican Federation of Associations of Friends of Museums, and is an adviser to the Princess Grace\nFoundation (Monaco). We believe that Mr. Sacal is qualified to serve as a member of our board of directors because of his extensive business, real estate, and leadership experience, including leadership of Bay View Grand and Grupo Murano.\n\n120\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nMarcos Sacal Cohen, 33, is the Chief Operating Officer of Murano Group, where he oversees various high-value projects. Notably, he has managed the\nconstruction and sale of Residencial Marina BVG Ixtapa for over U.S.$89 million, facilitated the sale of Residencial Villa Alejandra BVG for U.S.$48 million, and contributed to the successful sale of Grand Venetian BVG Vallarta for U.S.$300\nmillion. Sacal Cohen holds a bachelor’s degree in business administration from Universidad Anahuac in Mexico City, and he has furthered his education with a specialization in corporate finance from ITAM and a diploma with certification in\nProject Evaluation from Harvard University. With his extensive expertise, he has secured financing exceeding $400 million and successfully concluded the construction of over 1,400 rooms. Moreover, he has adeptly secured management\nagreements with top-tier companies. His leadership was instrumental in navigating the process of a public listing on Nasdaq.\n\nJulio Arias García, 56, is a Certified Public Accountant by the Instituto Mexicano de Contadores Públicos A.C. Previously, he attended the faculty of\npublic accountants at the Universidad Nacional Autónoma de Mexico (UNAM). Mr. Arias has more than 34 years of experience in external audit, finance and taxes areas in private and public companies among different industries such as real\nestate, hospitality, automotive, service sector as well as financial business working with insurance companies.  He has been an independent consultant and serves as a member of the board in private companies. In the last few years, he has\nbeen involved in developing complex tax structures to help companies improve their tax benefits.  Finally, due to his deep experience in external audit where he was a director in small firms, he has also been a trusted advisor in the\nimplementation of internal control environments including COSO methodology and SOX controls.\n\nOscar Jazmani Mendoza Escobar, 44, is the Interim Global Chief Financial Officer. Mr. Mendoza has served as the Chief Financial Officer for Murano\nMexico, where he has played a pivotal role over the past two years. He is a Certified Public Accountant accredited by the Instituto Mexicano de Contadores Públicos, A.C. and holds a Master’s degree in Finance. With more than 20 years of\nexperience in accounting, audit, and finance, Mr. Mendoza brings a wealth of expertise across a broad range of industries, including hospitality, real estate, manufacturing/maquila, automotive, retail and wholesale, consumer,\nentertainment/media, and oil & gas. Prior to joining Murano, he was an Assurance Director at PwC Mexico, advising both public and private clients on reporting compliance in Mexico, the United States, Spain, Brazil, Sweden, Italy, and\nAustralia. His extensive background enables him to provide strategic financial leadership and ensure robust compliance and reporting standards across the organization.\n\nFamily Relationships\n\nElías Sacal Cababie and Marcos Sacal Cohen are related as father and son.\n\nShare Ownership\n\nThe shares and any outstanding beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7.\nMajor Shareholders and Related Party Transactions-A. Major Shareholders.”\n\nB.\n\nCompensation\n\nCompensation of Directors and Officers\n\nFor the year ended December 31, 2025, the aggregate amount of compensation we paid to all members of Murano’s management was Ps.$33.3 million, which amount includes compensation paid to the\nmembers of our Board of Directors for attending meetings of the Board of Directors and its Committees, the salaries of our senior management, including of our Chief Operating Officer, and the salary of the Chairman of our Board of\nDirectors. Of the Ps.$33.3 million that we paid to members of Murano’s management, $7.7 million was paid as base compensation and cash-based performance bonuses, including pension and post-employment benefits.\n\nElías Sacal Cababie’s employment agreement provides for an indefinite period. He serves as Chief Executive Officer of Murano Group and does not receive a base salary for his functions as he is\nthe main shareholder of Murano Group.\n\nThe following table discloses the amount of compensation paid to our senior management for the years ended December 31, 2025, 2024, and 2023:\n\nOur “senior management” includes the Board of Directors Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer.\n\nYear\n\n \n\nSalary (Ps.$)\n\n \n\n \n\nBonus\n\n(Ps.$)\n\n \n\n \n\nOption\n\nAwards\n\n(Ps.$)\n\n \n\n \n\nAll Other\n\nCompensation\n\n(Ps.$)\n\n \n\n \n\nTotal\n\n(Ps.$)\n\n \n\n2025\n\n \n\n \n\n25,607,851\n\n \n\n \n\n \n\n6,990,269\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n662,270\n\n \n\n \n\n \n\n33,260,390\n\n \n\n2024\n\n \n\n \n\n28,470,801\n\n \n\n \n\n \n\n2,927,735\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n702,656\n\n \n\n \n\n \n\n32,101,19\n\n \n\n2023\n\n \n\n \n\n28,065,770\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n28,065,770\n\n \n\nAll non-executive directors are subject to a director compensation policy applying a uniform amount of cash compensation and Murano Group equity on an annual basis. Directors appointed to\ncommittees receive an additional per committee stipend. Directors performing the duty of Committee Chair or Lead Independent Director receive an additional stipend. External advice will be taken when reviewing director compensation.\n\nIndemnification of Officers and Auditors\n\nThe Company has also entered into Agreements of Insurance with each Director or officer. Such agreements contain a right of access to the Company’s books and records for a purpose reasonably\nrelated to the Director’s or officer’s position as a current or former director or officer, to the extent such documents would be made available to a Director under applicable law.\n\n121\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nThe Company has not otherwise, during or since the period of this Report, except to the extent permitted by law, indemnified or agreed to indemnify an auditor of the Company or of any related\nbody corporate against a liability incurred as an auditor.\n\nC.\n\nBoard Practices\n\nForeign Private Issuer Exemption\n\nUnder Nasdaq rules, a “foreign private issuer,” as defined by the SEC, such as Murano generally is permitted to follow home country rules with regard to corporate governance practices, instead\nof the comparable requirements of the applicable Nasdaq rules, other than with respect to certain matters including, among others, the requirement that the issuer have a majority of independent directors, the audit committee, compensation\ncommittee, and nominating and corporate governance committee requirements, the requirement to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports.\n\nIn the interest of transparency, as a foreign private issuer, Murano will not follow the requirement applicable for U.S. listed companies to disclose third-party director and nominee\ncompensation, and the requirement to distribute annual and interim reports. Notwithstanding, Murano will comply with the independent audit committee requirement, the notification of non-compliance and voting rights, required by Nasdaq 5600\nSeries rules.\n\nWe also inform you of the following nuances with respect to certain of our other corporate governance practices as of the date of this Report, subject to future changes or additions from time\nto time (that would be publicly disclosed):\n\n•\n\nour Board of Directors and Audit Committee (“AC”) will hold fiduciary duties and liability for our accounts and annual filings, as opposed to them being signed off by our Chief Executive Officer and Chief\nFinancial Officer with oversight by the AC;\n\n•\n\nour shareholders are required by home country law to appoint our auditor, which therefore goes into the general shareholders meeting circular each year. Our AC does not itself appoint the auditor, they\nonly recommend them for appointment; and\n\n•\n\nour shareholders are not required to vote to issue shares, which is delegated directly to our Board of Directors under our Articles and in our Compensation & Governance Committee charter.\n\n•\n\nOur audit committee is comprised by a single member, who is deemed to be “independent” as defined in NASDAQ Marketplace Rule 4200.\n\nMurano intends to take all actions necessary for it to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002,\nthe rules adopted by the SEC and Nasdaq corporate governance rules and listing standards.\n\nBecause Murano is a foreign private issuer, its directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange\nAct. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.\n\nControlled Company\n\nFor purposes of the rules of the Nasdaq, Murano is a “controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the\nelection of directors is held by an individual, a group, or another company. Upon completion of the Business Combination, Elías Sacal Cababie owned more than 50% of the outstanding Murano Ordinary Shares. Accordingly, Murano may be eligible\nto take advantage of certain exemptions from certain Nasdaq corporate governance standards.\n\n122\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCorporate Governance\n\nWe have structured our corporate governance in a manner that we believe closely aligns our interests with those of our shareholders following the Business Combination. Notable features of our\ncorporate governance include:\n\n•\n\nwe have independent director representation on our Audit, Compensation & Governance, and Nominations committees, and our independent directors meet with sufficient frequency to allow our Board to\nmanage and control our business in executive sessions without the presence of our corporate officers or non-independent directors;\n\n•\n\nat least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC; and\n\n•\n\nwe implement a range of other corporate governance practices, including implementing a robust director education program.\n\nOur Board has adopted Corporate Governance Guidelines, which are available on our website. The reference to our website address in this Report does not include or incorporate by reference the\ninformation on our website into this Report.\n\nIndependence of our Board of Directors\n\nAudit Committee\n\nOur Audit Committee will be responsible for, among other things:\n\n•\n\nappointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;\n\n•\n\ndiscussing with our independent registered public accounting firm their independence from management;\n\n•\n\nreviewing, with our independent registered public accounting firm, the scope and results of their audit;\n\n•\n\napproving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;\n\n•\n\noverseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC;\n\n•\n\noverseeing our financial and accounting controls and compliance with legal and regulatory requirements;\n\n•\n\nreviewing our policies on risk assessment and risk management;\n\n•\n\nreviewing related person transactions; and\n\n•\n\nestablishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.\n\nPursuant to NASDAQ Marketplace Rule 4350(a), a foreign private issuer may follow its home country practice in lieu of Rule 4350, which sets forth the qualitative Listing Requirements for\nNASDAQ listed companies. Rule 4350 requires, among other things, that a listed company have at least three members on its audit committee. The Company currently has an audit committee consisting of a single member, who is deemed to be\n“independent” as defined in NASDAQ Marketplace Rule 4200. Under Jersey law, audit committees are not required to be composed of more than one member.\n\nAs a result, effective September 4, 2025, Mr. Julio Arias García was appointed as the sole member of the Audit Committee. Mr. Arias qualifies as an independent director under the applicable\nrules and regulations of the SEC and Nasdaq with respect to audit committee membership. In addition, Mr. Arias meets the requirements for financial literacy under applicable SEC and Nasdaq rules and qualifies as an “audit committee\nfinancial expert,” as such term is defined in Item 407(d)(5) of Regulation S‑K. The written charter for the Audit Committee is available on our website. The reference to our website address in this Report does not include or incorporate by\nreference the information on our website into this Report.\n\n123\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCompensation & Governance Committee\n\nOur Compensation and Governance committee will be responsible for, among other things:\n\n•\n\nreviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the board of directors, in conjunction with a\nmajority of the independent members of the board of directors) the compensation of our Chief Executive Officer;\n\n•\n\noverseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;\n\n•\n\nreviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs;\n\n•\n\nreviewing and approving all employment agreement and severance arrangements for our executive officers;\n\n•\n\nmaking recommendations to our board of directors regarding the compensation of our directors; and\n\n•\n\nretaining and overseeing any compensation consultants.\n\nThe sole member of our Compensation and Governance committee, Mr. Julio Arias García, was designated by our Board and qualifies as independent director according to the rules and regulations\nof the SEC and Nasdaq with respect to compensation committee membership, including the heightened independence standards for members of a compensation committee. Our Board has adopted a new written charter for the compensation and\ngovernance committee, which is available on our website. The reference to our website address in this Report does not include or incorporate by reference the information on our website into this Report.\n\nAs a foreign private issuer, we are permitted to follow our home country practice in lieu of certain Nasdaq corporate governance requirements, including with respect to the composition of our\nboard committees. We have elected to follow Jersey law in this respect, pursuant to which there is no requirement for our Compensation and Governance Committee to be composed of more than one member.\n\nNominations Committee\n\nOur nominations committee will be responsible for, among other things:\n\n•\n\nidentifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;\n\n•\n\noverseeing succession planning for our Chief Executive Officer and other executive officers;\n\n•\n\nperiodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;\n\n•\n\nreviews developments in corporate governance practices;\n\n•\n\noverseeing an annual evaluation of the effectiveness of our board of directors and its committees; and\n\n•\n\ndeveloping and recommending to our board of directors a set of corporate governance guidelines.\n\nThe sole member of our Nominations Committee, Mr. Julio Arias García, was designated by our Board and qualifies as independent director according to the rules and regulations of the SEC and\nNasdaq with respect to nominations committee membership. Our Board has adopted a new written charter for the Nomination Committee, which is available on our website. The reference to our website address in this Report does not include or\nincorporate by reference the information on our website into this Report.\n\nAs a foreign private issuer, we are permitted to follow our home country practice in lieu of certain Nasdaq corporate governance requirements, including with respect to the composition of our\nboard committees. We have elected to follow Jersey law in this respect, pursuant to which there is no requirement for our Nominations Committee to be composed of more than one member.\n\nRisk Oversight\n\nOur board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us,\nand oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its\nadministration of its risk oversight function has not negatively affected our board of directors’ leadership structure.\n\n124\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nCode of Ethics\n\nInformation regarding our Code of Business Conduct and Ethics is set forth in Item 16B of this Report.\n\nD.\n\nEmployees\n\nAs of December 31, 2025, Murano directly and indirectly employed approximately 1,016 employees worldwide at its corporate offices and on-site at its resorts. Murano believes relations with its\nemployees are good. Murano estimates that 522 of these employees are represented by labor unions. Third-party service providers hire a significant number of employees to perform services for Murano and its affiliates, as is customary in the\nindustry.\n\nE.\n\nShare Ownership\n\nInformation regarding the ownership of Murano’s ordinary shares by Murano’s directors and executive officers is set forth in “Item 7. Major Shareholders and\nRelated Party Transactions—A. Major Shareholders” of this Report.\n\nF.\n\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable."}