Not independent
Tenure on this board
3.6 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify Grant Thornton LLP as independent auditors for fiscal year 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect five directors — Gavin Molinelli, Michelle Felman, Isaac T. Kohlberg, Martin D. McNulty, Jr., and Maureen O'Connell — to serve on the Board until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as Acacia Research Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding, advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Acacia’s named executive officers as disclosed in the proxy statement. Management seeks this endorsement to validate its executive compensation philosophy and to signal alignment between pay practices and stockholder interests; the Board and Compensation Committee emphasize programs that reward long-term strategic objectives and the realization of stockholder value. The vote is advisory only and does not alter contractual obligations, but the Company represents that it considers past say-on-pay outcomes when structuring pay. The disclosed program includes base salary, annual cash bonuses tied to performance and strategic objectives, and historically-delivered long-term incentives (mixes of RSUs and PSUs) designed to align pay with multi-year adjusted book value per share performance measures. Management notes changes implemented since 2023 to more strongly link pay to long-term performance (front-loaded 2023 LTI grants covering multiple years and performance-vested PSUs tied to adjusted book value per share), and indicates ongoing Compensation Committee oversight and use of benchmarking and third-party advice. The Board recommends a vote FOR, arguing that the program attracts and retains executives, aligns incentives with stockholder interests, and incorporates governance safeguards (e.g., clawback, stock ownership guidelines, committee oversight). Opposing considerations for an investor evaluating the proposal include that the vote is non-binding, specific pay outcomes and the mix of cash versus equity may raise governance questions for some investors, and that significant stockholder and Starboard influence over governance and nominations is a contextual factor. The Company also discloses severance, change-in-control and equity acceleration provisions and notes its intent to consider stockholder feedback; a sophisticated analyst should weigh the pay design, performance metrics, vesting schedules, the Company’s recent strategic transition and Starboard’s influence when assessing whether the advisory endorsement signals meaningful alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Starboard Value LPActivist | 63.28% | 61,123,595 | $294M |
| 2 | STATE STREET CORP | 3.21% | 3,105,041 | $15M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.87% | 2,773,416 | $13M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.65% | 1,596,121 | $8M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.46% | 1,407,584 | $7M |
| 6 | BlackRock, Inc. | 1.28% | 1,241,094 | $6M |
| 7 | Krilogy Financial LLC | 1.17% | 1,127,487 | $6M |
| 8 | Peapod Lane Capital LLC | 1.13% | 1,091,336 | $5M |
| 9 | BlackRock, Inc. | 0.97% | 932,450 | $4M |
| 10 | Formidable Asset Management, LLC | 0.87% | 838,869 | $4M |
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