Silvia Panigone
About Silvia Panigone
Independent director of IB Acquisition Corp. since October 2023; background spans 25+ years across corporate finance, venture investing, and life sciences operations. Founder of ADYA and current CEO of Inhalis Therapeutics; prior roles include COO of NLS Pharmaceutics (NASDAQ: NLSP) and investment director at BSI Healthcapital; earlier oncology research in Italy and the U.S. Education: Molecular Biology degree, Ph.D. in Molecular Oncology, and EMBA (SDA Bocconi) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NLS Pharmaceutics Ltd. | Chief Operating Officer | Feb 2021 – Nov 2022 | Operated NASDAQ-listed biotech; operational execution |
| I‑Bankers Direct | Managing Director | May 2013 – Dec 2015 | Equity funding platform experience; investor networks |
| I‑Bankers Securities Group | Advisor | Nov 2014 – Dec 2015 | Investment bank advisory exposure; potential interlock context |
| BSI Healthcapital | Investment Director | Not disclosed | Life sciences VC investing; deal structuring |
| BSI/EGF Bank (Merchant Division) | Venture vehicle setup | Not disclosed | Structured client investment vehicles |
| Academia (Italy/US) | Oncology researcher | Not disclosed | Scientific grounding in drugs/devices development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ADYA | Founder | Current | Corporate strategy, interim management, capital raising |
| Inhalis Therapeutics | CEO | Current | Swiss biotech; inhaled drugs for life‑threatening diseases |
Board Governance
- Independence: Determined independent under SEC and Nasdaq rules .
- Committees: Audit, Compensation, and Nominating & Corporate Governance; John Joyce chairs all three .
- Audit Committee composition/standards: Three independent directors; financial literacy; charter outlines auditor oversight, related-party review, and compliance .
- Compensation Committee charter: Independent members; authority over executive pay policies, equity plans, director remuneration recommendations .
- Governance/Nominating charter: Director criteria, nominations, governance policy oversight, board self‑evaluation .
- Executive sessions: Independent directors hold regularly scheduled meetings without management .
- Voting block signal: Sponsor, I‑Bankers, and independent directors beneficially owned and were entitled to vote 3,593,590 shares (~22.8% of common) as of the extension vote—material influence on outcomes .
Fixed Compensation
| Component | FY 2024 | YTD 2025 | Notes |
|---|---|---|---|
| Annual cash retainer ($) | $0 | $0 | No cash paid to directors pre‑business combination |
| Committee membership fees ($) | $0 | $0 | Not paid pre‑business combination |
| Committee chair fees ($) | $0 | $0 | John Joyce chairs committees; no cash disclosed |
| Meeting fees ($) | $0 | $0 | Not paid pre‑business combination |
CFO administrative services fee: $5,000/month; incurred $45,000 for nine months ended June 30, 2025 (accrued $15,000 at quarter‑end). Directors did not receive cash compensation .
Performance Compensation
| Instrument | Grant Event | Terms | Fair Value per Share | Quantity | Expense Recognition |
|---|---|---|---|---|---|
| Founder Shares (indirect via Sponsor) | Founders allocation through Mar 28, 2024 | Right to receive 50,000 founder shares via Sponsor; performance condition = consummation of business combination | $4.08 | 50,000 | Not recognized as of Jun 30, 2025 (business combination not probable) |
| Founder Shares (program‑level addition) | Sep 11, 2024 | Additional 50,000 shares granted to directors/nominees (aggregate program); allocation to Ms. Panigone not disclosed | $9.98 | 50,000 | Not recognized unless business combination becomes probable |
Founders program totals: 425,000 shares to directors/nominees through Mar 28, 2024 (fair value ~$1.734M), plus 50,000 additional on Sep 11, 2024 (fair value ~$0.499M) . Expense recognized only upon business combination becoming probable .
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Potential Interlock/Conflict Context |
|---|---|---|---|
| I‑Bankers Securities | Investment bank | Former Advisor (2014–2015) | IBAC engaged I‑Bankers as underwriter and for M&A marketing/finder fees (3.5% M&A fee; 1% finder fee if target introduced by I‑Bankers) |
| I‑B Good Works 4, LLC (Sponsor) | SPAC Sponsor | Member; 1.54% equity interest; right to receive 50,000 founder shares | Sponsor/insider equity creates incentive to consummate any deal |
Expertise & Qualifications
- Deep corporate finance and private investments experience; structured investment vehicles and venture investments .
- Life sciences development expertise; oncology research background; operational leadership in biotech as CEO/COO .
- Education: Molecular Biology (degree), Ph.D. in Molecular Oncology, EMBA (SDA Bocconi) .
Equity Ownership
| Holder | Direct Beneficial Ownership | Indirect Interest | Notes |
|---|---|---|---|
| Silvia Panigone | — (none reported) | Member of Sponsor with right to 50,000 founder shares; disclaims beneficial ownership except pecuniary interest in Sponsor | Outstanding shares as of record date: 15,749,090 |
| Sponsor (I‑B Good Works 4, LLC) | 2,837,576 (18.0%) | Founder Shares overall referenced at 3,243,590 in extension materials | Distribution to James M. McCrory of 1,016,514 founder shares on Feb 28, 2024 |
Insider Filings
| Form | Filing Date | Relationship | Reported Beneficial Ownership | Key Footnotes |
|---|---|---|---|---|
| Form 3 | Mar 25, 2024 | Director | No securities beneficially owned | Member of and holds a non‑controlling interest in Sponsor; Sponsor beneficially owns 3,243,590 shares; Sponsor controlled by sole manager |
Governance Assessment
- Strengths: Independent director; sits on all key committees with strong charter frameworks; independent sessions held; audit committee reviews related‑party transactions prior to entry; clawback policy filed (Exhibit 97.1) .
- Alignment signals: No cash director compensation pre‑deal; equity participation through founder shares ties outcomes to consummation of a business combination .
- RED FLAGS:
- Sponsor/insider equity economics: Founder shares acquired at de minimis cost ($3,000 total for 3,243,590) can create incentives to complete riskier deals; directors (including Ms. Panigone) have indirect founder share rights via Sponsor .
- Potential related‑party exposure: IBAC’s engagement of I‑Bankers (underwriting, 3.5% M&A fee, potential 1% finder fee) alongside Ms. Panigone’s prior advisory relationship with I‑Bankers heightens perception risk, even if historical; audit committee oversight mitigates but merits monitoring .
- Insider voting influence: Sponsor, I‑Bankers, and independent directors collectively held 22.8% voting power in extension vote, which can sway outcomes vis‑à‑vis public holders .
- Disclosure gaps: Board meeting attendance rates, director ownership guidelines, hedging/pledging status, and say‑on‑pay not disclosed; annual meeting may not occur pre‑business combination .
Related Party & Compensation Policy Notes
- Policy allows potential consulting/finder/success fees to Sponsor, officers, directors or affiliates for assisting with the initial business combination (subject to audit committee review) .
- Indemnity agreements executed for directors and CFO upon appointment .
- No termination benefits agreements for directors/officers pre‑deal .
Compensation Metric Detail (Performance Condition)
| Metric | Nov 15, 2023 | Jan 15, 2024 | Jun 30, 2025 |
|---|---|---|---|
| Business Combination Probability (for recognizing founder share comp) | Fair value inputs set for founder shares (volatility 5.0%; risk‑free 4.8%; spot $8.95; DLOM 0.2%) | Fair value inputs updated (volatility 5.0%; risk‑free 4.1%; spot $9.46; DLOM 0.4%) | Business combination not considered probable; no expense recognized |
Committee oversight: Audit committee pre‑approves related‑party transactions; Compensation committee administers equity plans and director remuneration recommendations .
Other Directorships & Interlocks (Public Holders Snapshot)
| Holder | Shares | % Outstanding |
|---|---|---|
| I‑B Good Works 4, LLC (Sponsor) | 2,837,576 | 18.0% |
| James Michael McCrory | 1,016,514 | 6.5% |
Record date outstanding shares: 15,749,090 .
Board Governance — Committee Assignments
| Committee | Members | Chair | Key Duties |
|---|---|---|---|
| Audit | Silvia Panigone; Jian Zhang; John Joyce | John Joyce | Auditor oversight; independence; related‑party review; legal/regulatory matters |
| Compensation | Silvia Panigone; Jian Zhang; John Joyce | John Joyce | CEO/executive pay policies; equity plan administration; director remuneration |
| Nominating & Corporate Governance | Silvia Panigone; Jian Zhang; John Joyce | John Joyce | Director nominations; governance policies; board self‑evaluation |
Independence confirmed under Nasdaq/SEC rules at appointment .