Pablo Terpolilli
About Pablo Terpolilli
Pablo Terpolilli (age 57) is an independent director of Alchemy Investments Acquisition Corp 1 (ALCY) since November 19, 2021. He is founder and CEO of vabble Ltd. (neo-bank platform), founder/executive of PACT-AM (advisory/independent sponsor), and has prior senior roles across Santander Bank International, Standard Chartered, UBS, Goldman Sachs, and DLJ. He holds an MBA from Babson College (1998), a JD from the University of Buenos Aires (1995), and an undergraduate research degree in International Trade & Economics from Argentine University of Enterprise (1991) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santander Bank International | Co-headed rollout of alternative investments | 2020 | Alternative investments platform leadership |
| Standard Chartered Bank Plc | Led private financing for Western Hemisphere–EMEA–Americas | Jun 2017–Dec 2018 | Private financing coverage |
| The Klesch Group | Head of corporate finance | 2013–2014 | Industrial conglomerate finance leadership |
| UBS (Special Situations Financing) | Banker | 2009–2012 | Special situations financing |
| Goldman Sachs (Leveraged finance/distressed trading) | Banker | 2004–2009 | Credit trading & financing |
| Donaldson, Lufkin & Jenrette (High Yield) | Banker | 1998 | High yield division experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| vabble Ltd. | Founder, Director, CEO | Since 2021 | Neo-bank platform |
| PACT-AM | Founder, executive | Since 2019 | Advisory/independent sponsor |
| Valuable Insights | Director | Since 2015 | Consulting/directorship |
Board Governance
- Independence: Determined independent under Nasdaq standards; serves on all three standing committees .
- Committee memberships:
- Audit Committee member; chair is Debbie S. Zoldan. All members (Zoldan, Tursi, Terpolilli) designated “financial experts” and financially literate. Responsibilities include auditor oversight, pre-approvals, compliance, related-party review .
- Compensation Committee member; chair is Debbie S. Zoldan .
- Nominating Committee member; chair is Debbie S. Zoldan .
- Non-Executive Chairman: Steven M. Wasserman .
- Attendance: Not disclosed.
Fixed Compensation (Director)
| Component | FY 2024 | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | “No compensation of any kind” paid prior to business combination |
| Committee membership fees | $0 | No director fees pre-combination |
| Committee chair fees | $0 | Terpolilli is not a chair; no fees |
| Meeting fees | $0 | No meeting fees |
| Perquisites | Not disclosed | No director compensation pre-combination |
Performance Compensation
| Metric | FY 2024 | Structure |
|---|---|---|
| Stock/Option awards | None | No RSUs/PSUs/options granted pre-combination |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable | No performance-linked pay prior to business combination |
| Clawback policy | Adopted (company-wide) | Applies to incentive comp tied to restatements; company does not anticipate paying such comp pre-combination |
Other Directorships & Interlocks
| Type | Entity | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Private company | vabble Ltd. | Founder/CEO | No disclosed ALCY transactions |
| Advisory/sponsor | PACT-AM | Founder/executive | No disclosed ALCY transactions |
| Consulting | Valuable Insights | Director | No disclosed ALCY transactions |
Expertise & Qualifications
- Capital markets and special situations finance; leveraged finance and distressed trading (Goldman Sachs, UBS) .
- Alternative investments leadership (Santander, Standard Chartered) .
- Legal and international trade/economics background (JD, International Trade degree) .
- MBA with finance focus (Babson) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (Terpolilli) | 0 | No personal Class A or Class B ownership disclosed |
| Ownership as % of outstanding | 0% | Based on 4,532,463 total ordinary shares at Dec 31, 2024 |
| Vested/unvested equity | None | No director equity grants pre-combination |
| Stock ownership guidelines | Not disclosed | No guidelines disclosed in 10-K |
| Pledging/hedging | Not disclosed | No disclosure of hedging/pledging |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed | — | — | — | No Form 4 transactions or insider holdings disclosed for Terpolilli; beneficial ownership is zero . |
Governance Assessment
- Alignment: Terpolilli holds no ALCY shares and receives no cash/equity compensation pre-business combination, which limits direct pay-for-performance alignment at the director level prior to de-SPAC .
- Committee effectiveness: Serving on audit/compensation/nominating with independent triad and a designated financial expert chair supports governance infrastructure; audit responsibilities include robust oversight and related-party review .
- Conflicts of interest: Terpolilli’s roles at vabble Ltd., PACT-AM, and Valuable Insights plus the company-level disclosure that officers/directors have fiduciary duties to other entities create potential conflicts, mitigated by renunciation/committee processes and fairness opinions for affiliated transactions .
- Control risk (RED FLAG): Sponsor and insiders collectively held ~75% of ordinary shares around the 2025 proxy, enabling approval of a business combination without broader public shareholder support; company explicitly discloses ability to approve without additional public votes if all outstanding shares are voted (assumption noted) .
- Related-party exposure (RED FLAG): Ongoing $10,000/month administrative services fee to an affiliate of the sponsor, with audit committee quarterly review; potential working capital loans convertible at $10/share create dilution risk post-combination .
- Structural SPAC risks (company-level): Founder shares purchased for a nominal $50,000 and convert to Class A upon combination create incentives that may not fully align with public investors; company discloses risk of profit for founders even if public shareholders lose value . Nasdaq 36‑month SPAC completion rule and potential delisting/suspension risk if extended beyond May 4, 2026 (RED FLAG for investor confidence) . CFIUS review risk noted given sponsor control by non‑U.S. persons (company-level) . Going concern uncertainty flagged by auditor (RED FLAG) .
Bottom line: Terpolilli brings deep finance and special situations expertise and participates across all key board committees with independence. However, SPAC‑typical governance risks dominate investor confidence—sponsor control, founder economics, related-party fees, and structural regulatory/delisting risks—while limited director ownership and no performance-tied pay prior to the business combination constrain traditional alignment signals .