Christina Favilla
About Christina Favilla
Christina Favilla (age 57) was appointed an independent director of TLGY Acquisition Corporation on December 27, 2024. She is a seasoned financial-services operator and director, previously COO of GE Capital North America (2012–2017) and Sterling National Bank (2017–2019), and President of Discover Bank and Bank of New Castle (2006–2012). She holds a BA in International Studies (Marymount College) and an MBA from Fordham University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital North America (GE) | Chief Operating Officer | 2012–2017 | Led operations for ~$100B served assets across U.S., Canada, Mexico; led separation activities in GE’s corporate reorganization . |
| Sterling National Bank | Chief Operating Officer | 2017–2019 | Oversaw ~3M transactions/year; led 2,500 staff across 33 locations and 20,000 vendors . |
| Discover Bank | President | 2006–2012 | Deployed funding strategy for Discover Financial Services IPO from Morgan Stanley . |
| Bank of New Castle | President | 2006–2012 | Senior operating leadership . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Priority Technology Holdings (public) | Independent Board Member | Current | Member: Audit & Compensation; Chair: Nominating & Governance . |
| Opportunity Financial | Independent Board Member | Current | Member: Audit & Compensation; Chair: Nominating & Governance . |
| Citizens State Bank of Ouray, Colorado | Independent Board Member | Current | Member: Audit & Compensation; Chair: Nominating & Governance . |
| Ocrolus (fintech) | Advisor | Since Sept 2020 | Fintech advisory in financial documentation/ML . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Favilla is an “independent director” under Nasdaq standards . |
| Committee assignments (TLGY) | - Audit Committee member (Chair: Niraj Javeri) - Compensation Committee member (Chair: Enrique Klix) - Nominating & Corporate Governance Committee Chair . |
| Committee composition | All three standing committees are comprised of independent directors per Nasdaq/SEC rules; committee charters in place . |
| Lead independent director | Not disclosed. |
| Attendance | Not disclosed. |
| Years of service on TLGY board | Appointed Dec 27, 2024 . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainer | None disclosed for 2024 | “None of our officers or directors have received any cash compensation for services rendered to us in 2024.” Reimbursement for out-of-pocket expenses permitted . |
| Committee fees | Not disclosed | No separate disclosures for SPAC director committee fees . |
| Meeting fees | Not disclosed | . |
| D&O insurance | Company to use commercially reasonable efforts to maintain D&O insurance; directors covered to max available . |
Performance Compensation
| Equity/Performance | Grant/Terms | Vesting/Triggers | Notes |
|---|---|---|---|
| Founder shares (Class B) transfer | Sponsors agreed to transfer 20,000 founder shares to each new independent director, including Christina Favilla (Dec 27, 2024) | Not specified; Class B convert 1:1 into Class A at de‑SPAC | Aligns incentives with de‑SPAC success; nominal cost basis typical of SPAC founders . |
| Options/RSUs/PSUs | None disclosed | — | No equity plans disclosed for directors pre‑business combination . |
| Indemnification & advancement | Individual indemnity agreement; expenses advanced within 10 days; primary indemnitor status; arbitration rights; trust account waiver . |
RED FLAG: Section 16(a) compliance — the company disclosed that Christina Favilla failed to timely file a Form 3 in 2024 (new appointment) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict? |
|---|---|---|
| Priority Technology Holdings, Opportunity Financial, Citizens State Bank of Ouray (public/private) | External fiduciary roles only | No related-party transactions with TLGY disclosed involving Ms. Favilla. TLGY lists general potential conflicts typical of SPACs (sponsor economics, overlapping obligations) . |
Expertise & Qualifications
- Financial services and bank operations: COO roles at GE Capital NA and Sterling National Bank; president roles at Discover Bank and Bank of New Castle .
- Governance and committee leadership: Chair of Nominating & Governance at multiple boards; Audit/Compensation committee experience .
- Education: BA (Marymount College); MBA (Fordham University) .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (as of March 5, 2025) | The beneficial ownership table lists 0 shares for Christina Favilla as of that date . |
| Founder shares transfer | Current sponsors agreed to transfer 20,000 Class B founder shares to Christina Favilla on December 27, 2024 . |
| Notes | Class B founder shares convert 1:1 to Class A at the business combination . The transfer agreement indicates alignment, though the ownership table still showed zero as of March 5, 2025, suggesting timing/settlement nuances; no pledged shares disclosed . |
Fixed & Contingent Liabilities, Clawbacks, and Protections
- Indemnity agreements: Robust indemnification and expense advancement; contribution protection; Cayman forum selection; advancement within 10 days; company as indemnitor of first resort; trust account recourse waived (typical SPAC provision) .
- D&O insurance: Company to maintain policies, naming directors as insureds .
- Clawback policy: Company has adopted a clawback policy (Exhibit 97) .
Related Party Transactions and Potential Conflicts
- Founder shares transfers: Sponsors agreed to transfer 20,000 founder shares to each independent director including Ms. Favilla (equity alignment, but also creates incentives to complete a deal) .
- General SPAC conflicts: TLGY discloses that sponsors/directors hold founder shares and private warrants bought at nominal cost, which could bias deal decisions; directors may have overlapping fiduciary duties; independent fairness opinions required for affiliated targets .
- No specific related‑party transactions disclosed involving Ms. Favilla beyond the founder share transfer .
Company Context — Risk Indicators Relevant to Governance
- Listing status: TLGY was delisted from Nasdaq on Dec 9, 2024 and now trades on OTC Pink (reduced liquidity/coverage) .
- Going concern and timeline pressure: Working capital deficit and mandatory liquidation if no business combination by April 16, 2025 (unless further extended), increasing pressure on the board and sponsors; substantial doubt about going concern disclosed .
- Sponsor control and voting: Sponsors, former sponsor, directors and officers collectively controlled ~54% of votes as of Mar 31, 2025 (Founder Shares), influencing outcomes .
- Governance compliance: Late initial Form 3 filing for Ms. Favilla noted by the company .
Governance Assessment
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Strengths:
- Independent director with deep bank operations and governance expertise; chairs Nominating & Governance at TLGY; serves on Audit and Compensation committees .
- Robust indemnity/D&O framework and established committee charters .
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Watch items / potential red flags:
- Section 16(a) late filing (Form 3) at appointment (process/controls improvement area) .
- Founder share transfer aligns but also incentivizes deal completion; typical SPAC conflict disclosed by the company .
- Company-level risks (OTC Pink trading, going concern deadline, sponsor voting control) can pressure governance and investor alignment in de‑SPAC decisions .
-
Overall implication for investor confidence: Ms. Favilla brings credible governance and financial-operations expertise and holds key committee roles. However, SPAC-structure incentives (founder shares) and the company’s time/going-concern pressures heighten the importance of her independent oversight—particularly on process rigor, disclosure quality, and conflict management during any de‑SPAC evaluation .