Michael Zambito
About Michael Zambito
Michael Zambito, age 52, was appointed Chief Financial Officer of Acacia Research Corporation (Nasdaq: ACTG) effective June 24, 2025; he serves as principal financial officer and principal accounting officer . He spent ~30 years at Ernst & Young, including 23+ years in EY‑Parthenon (last 17 as Partner) and 7 years in EY’s audit practice; he holds an MBA from Columbia Business School and a BS in Business Administration (Accounting) from the University of Richmond . Company pay‑versus‑performance context shows total shareholder return value of an initial fixed $100 investment was 85 in 2024, 76 in 2023, and 82 in 2022, with net income of $(36.1) million in 2024, $55.1 million in 2023, and $(133.0) million in 2022 . He stated his focus aligns with Acacia’s value‑oriented approach and scaling platforms organically and through M&A .
Past Roles
| Organization | Role | Years / Tenure | Strategic Impact |
|---|---|---|---|
| Acacia Research Corporation | Chief Financial Officer (Principal Financial & Accounting Officer) | Start: Jun 24, 2025 | CFO joining to support scaling platforms organically and via M&A |
| Ernst & Young – EY‑Parthenon (Strategy & Transactions) | Partner | 17 years as Partner; 23+ years in practice | Strategy, transactions, and corporate finance expertise |
| Ernst & Young – Audit practice (NY) | Staff through Manager | 7 years | Assurance/accounting foundation |
External Roles
No public company directorships or external board roles disclosed; agreement permits board service with Board approval, provided no direct competition and no conflict with duties .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $450,000 | Payable bi‑weekly; subject to annual review by Compensation Committee |
| Annual Bonus Target ($) | $230,000 | Determined annually by Board/Comp Committee; option to take all/part in ACTG stock |
| Target Annual Equity Grant (Grant Date Fair Value) | $395,000 | Initial grant subject to Compensation Committee approval and finalization of new equity program |
| Benefits | Standard executive benefits; expenses reimbursed per policy | No exclusive perquisites for NEOs beyond broad employee programs |
Performance Compensation
- Annual bonus: Determined each year by the Board/Compensation Committee; for 2025, bonus eligibility and structure set by the Employment Agreement, with option to receive in stock; specific performance metrics and 2025 payout not disclosed in available filings .
- Clawback: Board‑adopted recoupment policy compliant with SEC and Nasdaq—execs may be required to reimburse incentive compensation in event of a required restatement due to material non‑compliance .
Equity Ownership & Alignment
| Item | Policy / Amount | Status / Notes |
|---|---|---|
| Stock Ownership Guidelines | CFO required equity valued at 3x base salary | Executive Officer Stock Ownership Guidelines apply; phase‑in period noted |
| Hedging | Prohibited (e.g., options, short sales, collars, swaps, exchange funds) | Applies to directors, officers, employees, certain family members (“Covered Persons”) |
| Pledging/Margin | Prohibited without prior company approval; margin accounts disallowed without approval | Insider Trading Policy governs |
| Beneficial Ownership (shares) | Not disclosed for Zambito in 2025 proxy | Zambito is not listed among named executive officers in 2025 beneficial ownership table |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Start Date | June 24, 2025 | Appointed CFO; principal financial/accounting officer |
| Employment Type | At‑will | Either party may terminate at any time; 30 days’ written notice; company may waive notice or terminate for cause immediately |
| Notice Period Controls | Transitional restrictions | During notice period, company may reassign duties, restrict communications, and access to premises; salary/health benefits continue; no discretionary bonus accrual |
| Severance Eligibility | Amended & Restated Executive Severance Policy | Provides 3 months’ continued base salary per full year of employment, up to 12 months; Company‑funded COBRA coverage for same duration |
| Non‑Solicitation | 12 months post‑termination | Covers employees, contractors, customers, and investment opportunities of company/affiliates |
| Confidentiality | Robust restrictions | Perpetual confidentiality, return of materials, DTSA safe harbor noted |
| Change‑of‑Control (Equity) | Acceleration mechanics | If awards under 2024 Plan (or prior 2016 Plan) are not assumed/continued/substituted, all outstanding unvested awards accelerate prior to effective time; for certain 2016 Plan awards, hostile takeover also triggers acceleration |
| Double Trigger (Equity) | Post‑CIC termination | For June 7, 2023 RSUs/PSUs: if assumed and holder is terminated within one year (without cause/by holder for good reason), RSUs vest; PSUs are scored at CIC and vest per scored amount; death/disability pro‑rata vesting |
| Clawback | SEC/Nasdaq compliant | Incentive compensation recoupment upon required restatement |
| Ownership Guidelines | Executive Officer guidelines apply | Agreement references compliance with Executive Officer Stock Ownership Guidelines |
| Perquisites | None exclusive to NEOs | NEOs participate in broad employee benefits; no exclusive perquisites |
Performance & Track Record
- Background: 30 years at EY with 17 years as Partner in EY‑Parthenon, focusing on strategy, transactions, and corporate finance; 7 years in audit (NY) .
- Strategic orientation: Zambito emphasized alignment with Acacia’s value‑oriented approach and scaling via organic growth and M&A .
- Company performance context: TSR value of an initial fixed $100 investment was 85 (2024), 76 (2023), 82 (2022); net income $(36.1) million (2024), $55.1 million (2023), $(133.0) million (2022) .
Investment Implications
- Compensation alignment: Salary ($450k), cash bonus target ($230k), and annual equity target ($395k) create a balanced cash/equity mix; option to take bonus in stock further aligns incentives with shareholders . Stock ownership guideline at 3x base salary and prohibition on hedging/pledging without approval reduce misalignment and hedging‑related selling pressure .
- Retention risk: At‑will employment with 30‑day notice and severance policy of up to 12 months salary plus COBRA support provides moderate retention protection; 12‑month non‑solicit strengthens post‑termination protections .
- Change‑of‑control dynamics: Equity acceleration if awards are not assumed and double‑trigger vesting if assumed and terminated within one year may create incentives aligned with shareholder outcomes in a sale, while preserving performance scoring for PSUs at CIC .
- Governance signals: SEC/Nasdaq‑compliant clawback policy and lack of exclusive perquisites indicate shareholder‑friendly practices; Insider Trading Policy restrictions on hedging and pledging support trading discipline and reduce leverage‑related selling risk .
- Execution outlook: Zambito’s deep M&A and corporate finance background in industries targeted by Acacia’s strategy suggests capability to advance pipeline and capital allocation frameworks cited by management; bonus metrics are Board‑determined and not yet disclosed for 2025, limiting immediate pay‑for‑performance transparency .