Alessandro Zamboni
About Alessandro Zamboni
Alessandro Zamboni (age 46) serves as Executive Chairman and Chairman of the Board at Nuburu (BURU) and, during Q4–Q3 2025 disclosures, was also referenced as Co‑Chief Executive Officer; he holds a BA in Economics from the University of Turin, founded The AvantGarde Group (TAG), and is CEO of Supply@ME Capital plc (SYME) . He is leading BURU’s “Transformation Plan,” including recapitalization, strategic acquisitions (e.g., Orbit S.r.l.), and defense/security expansion initiatives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NIKE Group S.p.A. (now part of Accenture) | Equity partner & Managing Director (regulatory/internal controls for banks/insurers) | ~11 years | Built regulatory/control capabilities for financial institutions |
| The AvantGarde Group (TAG) | Founder | 2014–present | Venture builder launching Supply@ME (inventory monetization) and RegTech Open Project (operational resilience software) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Supply@ME Capital plc (SYME) | Chief Executive Officer | Current | Leads fintech inventory monetization platform; BURU disclosed a proposed controlling investment in SYME (related party) |
| DevoLab (SDA Bocconi) | Founding member | N/A | Think tank on exponential technologies & innovation |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Director cash retainer | $0 | BURU’s 2025 proxy shows no director fees paid to Zamboni for 2024 |
| Base salary (as executive) | Not disclosed | No employment agreement or base salary disclosed for Zamboni in 2024/2025 proxies; NEOs were Knaley/Faircloth |
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Not disclosed for Zamboni | — | — | — | — | — | — |
Equity Ownership & Alignment
| As of date | Common beneficial ownership | Preferred (Series A) beneficial ownership | Notes |
|---|---|---|---|
| Nov 8, 2024 | Not listed among beneficial owners | Not listed | Zamboni was not an officer/director at that time; later appointed Executive Chairman in 2025 |
| Jun 9, 2025 | “-” (less than 1%) | “-” (less than 1%) | 2025 proxy shows no reportable beneficial ownership for Zamboni; future issuances tied to Orbit terms (below) |
- Hedging/pledging: BURU’s insider trading policy prohibits short sales, derivatives, hedging, pledging, or margin accounts for officers and directors .
- Ownership guidelines: Corporate Governance Guidelines include minimum shareholding requirements for officers/directors (no individual compliance detail disclosed) .
Instruments that could create future share issuance/selling pressure (economic alignment considerations)
| Instrument | Holder/Counterparty | Principal/Value | Terms | Potential equity impact |
|---|---|---|---|---|
| AZ Promissory Note (related party) | Zamboni | $900,000 | Subordinated; 10% interest from 7/30/2025; matures 4/2026; from Jul 2025 may convert at 33.33% discount to lowest 5‑day VWAP; fair‑value accounting after amendment | Discounted conversion can be dilutive; creates potential selling pressure upon conversion |
| TAG Promissory Note (related party) | TAG (founded/owned by Zamboni) | $545,000 | Subordinated; from 10/28/2025 interest at SOFR+10%; matures 1/2026 (extendable); from Jul 2025 convertible at 33.33% discount to lowest 5‑day VWAP; fair‑value accounting after amendment | Discounted conversion can be dilutive; potential selling pressure |
| Orbit Acquisition Consideration (related party) | Vanguard (wholly owned by Zamboni) | $12.5m total | $3.75m cash advance (offset $1.35m receivable due from Zamboni re TCEI and $2.4m cash in 4x$600k tranches); $8.75m in BURU preferred shares (subject to SH approval); staged closings by 12/31/2026; $5m Orbit equity infusion by BURU in tranches to 10/7/2028 | Issuance of $8.75m preferred shares to Zamboni/Vanguard dilutes common holders (upon conversion) and increases Zamboni’s stake; related party approved by independent directors/Audit Committee |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement (term, auto-renewal, non-compete) | Not disclosed for Zamboni in 2024/2025 proxies/8‑Ks; Item 5.02 noted governance changes and that Zamboni leads the Transformation Plan but did not include an employment contract summary |
| Severance/Change‑of‑Control | Not disclosed for Zamboni (NEO severance terms disclosed for other executives only) |
| Clawback | Company disclosed no recoveries required under its policy during/after last fiscal year; implies a compensation recovery policy exists, but individual terms not provided |
Board Governance
- Status: Chairman of the Board; Class III director up for election to 2028 term; not independent .
- Dual role risk: Disclosures also referenced him as Co‑CEO during 2025 (Oct–Nov filings), increasing concentration of power and independence concerns .
- Lead Independent Director: None; the Board may evaluate appointing one .
Board service and committees
| Year | Role | Committees | Independence | Notes |
|---|---|---|---|---|
| 2025 | Executive Chairman; Class III director (nominee) | None (committees composed solely of independent directors) | Not independent | Committee composition: Audit (Taylor—Chair; Barisoni), Compensation (Barisoni—Chair; Taylor), N&CG (Barisoni—Chair; Taylor) |
- Executive sessions: Non‑employee directors meet in executive session periodically per guidelines .
- Attendance: 2024 board held 53 meetings; each director in 2024 attended ≥75% of meetings (Zamboni not yet on the board) .
Director compensation (for context)
| Director compensation element (2024) | Amount |
|---|---|
| Non‑employee director annual retainer | $50,000 |
| Audit Committee Chair fee | $50,000 |
Zamboni’s 2024 director compensation was $0 (no cash, stock, or options reported) .
Compensation Structure Analysis (alignment signals)
- No disclosed base/bonus/PSU/option program for Zamboni; thus no explicit pay‑for‑performance metrics published for him in 2024/2025 proxies .
- Economic exposure arises via related‑party financing (AZ/TAG notes) with discounted conversion features and the Orbit preferred share consideration—both can align interests through equity but create dilution and potential selling pressure upon conversion or issuance .
- Ownership guidelines exist, but compliance status for Zamboni is not disclosed .
Related Party Transactions (governance risk)
- TAG Promissory Note ($545k) and AZ Promissory Note ($900k) to fund BURU working capital/TCEI; both amended in July 2025 to allow conversion at 33.33% discount to 5‑day low VWAP; BURU recorded losses on debt extinguishment from amendments ($1.09m for TAG; $1.75m for AZ) .
- Orbit acquisition (seller: Vanguard wholly owned by Zamboni) for $12.5m (cash + securities) with $5m equity infusion into Orbit; independent directors and Audit Committee approved as related party; advance payment included offset of $1.35m receivable from Zamboni; staged close by 12/31/2026; preferred shares payable subject to stockholder approval .
- Receivable from Zamboni: $1.35m related to failure to achieve second stage of TCEI acquisition, recorded as current asset at 9/30/2025 .
- Conflicts controls: Transactions reviewed under Related Person Transactions Policy; audit oversight indicated .
Performance & Track Record (company context under his leadership)
- Transformation Plan leadership: recapitalization and acquisition program (e.g., TCEI/Orbit pipeline, Maddox drones JV framework, SEPA up to $100m) to reposition into defense/security and resilience software .
- Liquidity/going‑concern backdrop: 2024 proxy warned inability to secure approvals/funding could force dissolution or creditor foreclosure; underscores execution/financing risk he inherited and is addressing .
Equity Overhang and Dilution Vectors (trading/technicals)
| Vector | Size/Mechanics | Implication |
|---|---|---|
| Convertible notes (related and third‑party) | Discounted VWAP conversions (e.g., 33.33% for TAG/AZ; similar for Indigo) | Ongoing issuance at discounts can pressure price/TSR; creates sell‑the‑conversion dynamics |
| SEPA (YA II PN, LTD) | Up to $100m; 97% of lowest 3‑day VWAP; 4.99% cap; needs SH approval to exceed 19.99% cap | Flexible but potentially dilutive ATM‑like facility |
| Non‑public offerings authorization | Up to $100m (2025 proxy) and $35m (2024 proxy) at up to 30% discount if approved | Additional equity issuance capacity can be dilutive |
| Orbit preferred issuance to Zamboni/Vanguard | $8.75m preferred (subject to SH approval) | Increases related‑party equity stake; future conversion dilutes common holders |
Vesting Schedules and Insider Selling Pressure
- No time‑vesting or performance‑vesting awards disclosed for Zamboni.
- Conversion features (TAG/AZ) are immediate upon amendment (subject to ownership caps), at steep discounts to VWAP—creating potential near‑term supply when converted .
SAY‑ON‑PAY & Compensation Committee
- Compensation Committee members (2025): Dario Barisoni (Chair), Shawn Taylor—both independent .
- No say‑on‑pay results disclosed for 2024/2025 proxies; no mention of external compensation consultant engagement for 2025 .
Risk Indicators & Red Flags
- Dual role concentration (Executive Chairman + referenced Co‑CEO) and multiple related‑party deals elevate independence/conflict risk; mitigated by independent director/Audit Committee approvals but still a key governance watch‑item .
- Discounted convertibles (including related‑party) and large issuance authorities increase dilution risk and may depress price through conversion overhang .
- Liquidity stress flagged in 2024 proxy (risk of dissolution if funding unobtained); execution risk persists as plan relies on capital markets access .
- Receivable owed by Zamboni tied to TCEI stage failure ($1.35m) highlights deal‑execution risk and counterparty‑related complexity .
Investment Implications
- Alignment: Direct salary/equity awards to Zamboni are not disclosed, but his economic alignment is shaped by (a) potential preferred share issuance from the Orbit sale and (b) convertible related‑party loans—both can convert into equity, implying upside participation; however, discounted conversion terms can incentivize near‑term monetization and add dilution overhang .
- Governance: Independence concerns (dual roles; related‑party M&A/financing) place greater weight on committee oversight quality and future appointment of a Lead Independent Director .
- Trading signal: Persistent discounted convertibles/SEPA capacity suggest supply overhang risk until plan transitions to self‑funding; monitor 8‑K/10‑Q for conversion volumes and any insider conversion/sale patterns .
- Execution: If the Transformation Plan (Orbit integration, defense JV build‑out, capital stack simplification) progresses and funding stabilizes, governance overhang may moderate; failure to secure approvals/funding remains the principal downside driver per prior proxy warnings .