Adam Zalko
About Adam Zalko
Adam Zalko (age 40) is Chief Operating Officer of Intelligent Protection Management Corp. (IPM), appointed in January 2025 after serving as SVP since February 2023 and VP of Engineering (2018–2023); he holds a B.S. in Software Engineering from the Florida Institute of Technology . Since his COO appointment coinciding with the NTS acquisition and app divestitures, IPM’s scale expanded materially: Q3 2025 revenue rose to $6.238M from $0.275M in Q3 2024 and nine-month 2025 revenue reached $17.479M vs $0.818M in 2024; Adjusted EBITDA improved versus 2024 but remained negative, reflecting integration and growth investments . Company TSR (pay-versus-performance) declined in 2024 to 70.07 (from 82.39 in 2023 and 46.48 in 2022), providing context for equity incentive alignment across the executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IPM | Senior Vice President | Feb 2023–Jan 2025 | Managed technology, marketing, customer service, product, sales, and advertising across business units; drove modernization and growth initiatives . |
| IPM | Vice President of Engineering | 2018–Feb 2023 | Modernized infrastructure and increased project throughput, improving operational efficiency . |
| IPM (Snap Interactive predecessor) | Manager of Development Operations | 2016–2018 | Led development operations during transition; supported operational efficiency . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AVM Software | Developer → Senior Developer | 2007–2016 | Full-stack/software development foundation preceding IPM roles . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective terms) |
|---|---|---|---|
| Base Salary ($) | 225,000 | 225,000 | 265,000 effective 1/1/2025; 280,000 effective 1/1/2026 if in good standing . |
| Cash Bonus ($) | 17,500 | — | 25,000 (Jan 2025 transaction bonus) ; 10,000 (Mar 2025 integration bonus) . |
| Other Cash/Perqs ($) | 7,761 (insurance/401k) | 7,728 (insurance/401k) | Not disclosed (2025) . |
Annual bonuses under 2025 employment agreement are Board-determined based on criteria set jointly by the Board and Zalko; no target % disclosed .
Performance Compensation
Stock Options and Vesting
| Grant Date | Shares | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|
| 02/01/2017 | 2,000 | 4.15 | 25% each year on Feb 1, 2018–2021 | 01/31/2027 |
| 03/28/2022 | 15,000 | 2.66 | 5,000 vested at grant; remaining 10,000 in annual tranches starting 3/28/2023; accelerated vesting under 2016 Plan on 1/2/2025 | 03/27/2032 |
| 03/28/2023 | 10,000 | 1.94 | 25% each year on 3/28/2024–2027; accelerated vesting under 2016 Plan on 1/2/2025 | 03/27/2033 |
| 01/07/2025 | 25,000 | 2.01 | 50% vested 1/7/2025; remaining 50% vested 7/2/2025 subject to continued service | Not disclosed |
Outstanding options at 12/31/2024 included 2,000 exercisable (2017); 10,000 exercisable and 5,000 unexercisable (2022); 2,500 exercisable and 7,500 unexercisable (2023), with acceleration on 1/2/2025 under the 2016 Plan .
Incentive Bonuses (Performance-Linked Events)
| Bonus Type | Trigger | Payout ($) | Date | Notes |
|---|---|---|---|---|
| Transaction bonus | Closing of NTS acquisition and app divestitures | 25,000 | Jan 2025 | Awarded alongside 25,000 option grant . |
| Integration bonus | Cloud infrastructure and cybersecurity integration efforts | 10,000 | Mar 2025 | One-time, Board-approved . |
No disclosed quantitative weighting/targets (e.g., revenue, EBITDA, TSR) tied to Zalko’s incentive payout; IPM discloses overall pay-versus-performance relationships at company level without specific annual alignment metrics .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 39,500; less than 1% of outstanding common stock . |
| Shares Outstanding Reference | 9,236,987 common shares outstanding as of 3/24/2025 . |
| Vested vs. Unvested (12/31/2024 snapshot) | 2017: 2,000 exercisable; 2022: 10,000 exercisable, 5,000 unexercisable; 2023: 2,500 exercisable, 7,500 unexercisable; 2022/2023 awards accelerated to fully exercisable on 1/2/2025 under 2016 Plan . |
| 2025 Option Vesting Milestones | 12,500 shares vested 1/7/2025; 12,500 vested 7/2/2025 . |
| Pledging/Hedging Policy | Hedging, margin, options trading, and pledging generally prohibited without CFO advance approval . |
| Award Transfer/Pledge Restrictions | Awards and restricted stock generally may not be transferred or pledged; limited transfers permitted for certain nonqualified options; assignability restricted for ISOs . |
| Ownership Guidelines | No executive stock ownership guideline disclosures identified . |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Date/Role | Zalko Employment Agreement effective 1/2/2025; COO . |
| Base Salary | $265,000 effective 1/1/2025; $280,000 effective 1/1/2026 if still employed and in good standing; annual review; increases permitted, no decreases . |
| Term & Renewal | One-year term with automatic one-year renewals unless terminated earlier per agreement terms . |
| Annual Incentive | Board-determined based on criteria established jointly by Board and Zalko (no target % disclosed) . |
| Severance | If non-renewal by company, termination without “cause,” or resignation for “good reason”: cash severance equal to 1× current annualized base salary less compensation already paid in the then-current term; minimum payment not less than 4 months of base salary; continued health insurance premiums for remainder of current term or until coverage termination, subject to release and restrictive covenant compliance . |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation, non-disparagement included . |
| Equity Acceleration Context | Equity awards under 2016 Plan accelerated vesting at transaction closing on 1/2/2025 for specified grants . |
| Clawback | Compensation recovery policy compliant with SEC restatement clawbacks . |
| Option Timing Policy | Historical practice to grant options ~3 trading days after release of material non-public information to mitigate timing impacts . |
Performance & Track Record (Company Context During Tenure)
| Metric | 3Q25 | 3Q24 | 9M25 | 9M24 |
|---|---|---|---|---|
| Total Revenue ($) | 6,238,019 | 275,420 | 17,478,656 | 818,401 |
| Adjusted EBITDA ($) | (260,121) | (1,449,381) | (1,120,667) | (2,882,905) |
| Net Loss ($) | (1,083,070) | (1,509,250) | (1,324,568) | (2,935,708) |
| Devices Under Management | >9,000 (as of 9/30/2025) | — | — | — |
Revenue mix reflects managed IT (60.8%), procurement (27.2%), professional services (7.6%), subscriptions (4.4%) in 3Q25, driven by NTS acquisition and discontinued consumer apps sale; prior-year periods exclude discontinued ops .
Compensation Structure Analysis
- Cash-to-equity mix: 2024 compensation was entirely salary with no bonus/equity; 2025 introduced one-time cash bonuses ($35,000 total) and a 25,000-share option grant tied to transformative transactions—shifting toward at-risk compensation linked to corporate events .
- Equity acceleration: Legacy 2016 Plan options (2022/2023 grants) fully vested on 1/2/2025 at transaction closing—an alignment mechanism but also a potential near-term supply overhang as options become saleable subject to trading windows .
- Policy controls: Company implements insider trading, anti-hedging/pledging restrictions, clawback compliance, and option timing practices to mitigate misalignment and governance risks .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited absent CFO approval; no pledges disclosed for Zalko—reduces misalignment risk .
- Equity Overhang: Full vesting of legacy options and fast vesting of 2025 grant increases potential insider selling pressure around vest dates and open windows, subject to policy and Rule 10b5-1 plans .
- Litigation Drag: Cisco ManyCam litigation costs (e.g., $507,181 in 3Q25) increase expense burden; not executive-specific but relevant for bonus pool and pay-for-performance context .
Equity Ownership & Incentives – Detailed Breakdown
| Component | Quantity / Terms |
|---|---|
| Beneficially owned common | 39,500 shares; <1% of outstanding . |
| Options exercisable/unexercisable (12/31/2024) | 2017: 2,000 exercisable; 2022: 10,000 exercisable / 5,000 unexercisable; 2023: 2,500 exercisable / 7,500 unexercisable; accelerated on 1/2/2025 . |
| 2025 grant | 25,000 options at $2.01; 50% vested 1/7/2025; 50% vested 7/2/2025 . |
| Award restrictions | Transfer/pledge restrictions per plan; limited transfers for certain NQOs; ISOs non-transferable/pledge-restricted . |
| Insider trading policy | No hedging, margin, options trading, or pledging without CFO approval . |
Employment Terms – Economics Snapshot
| Trigger | Cash Severance | Benefits Continuation | Notes |
|---|---|---|---|
| Non-renewal by Company | 1× base salary less comp paid in current term (min 4 months) | Health premiums for remainder of current term or until coverage ends | Subject to release and covenant compliance . |
| Termination without cause | Same as above | Same as above | — |
| Resignation for good reason | Same as above | Same as above | — |
Investment Implications
- Alignment improving via event-tied equity and bonuses, with strong operational scale-up under Zalko’s COO tenure; however, Adjusted EBITDA remains negative as the business invests to integrate and grow managed IT/services—suggesting near-term profitability risk but clear topline expansion .
- Insider supply overhang risk likely peaked around the 7/2/2025 vest of the 25,000-share option grant and acceleration of legacy grants (1/2/2025); adherence to insider trading/anti-hedging/pledging policies mitigates governance concerns, while absence of disclosed pledging is a positive .
- Severance framework is moderate (min four months, up to 1× base less current-term comp), with auto-renew and customary restrictive covenants—adequate retention economics without aggressive change-of-control cash multipliers; equity acceleration at the 2025 transactions demonstrates practical COC mechanics to ensure continuity .