DEF 14A of Acacia Research Corp, Apr 19, 2024

DEF 14A of Acacia Research Corp

Filed Apr 19, 2024 · FY20230000934549-24-000038

Open on EDGAR

  1. Meet Our Board

    Meet Our Board

  2. Nominees for Director

    Nominees for Director The following table sets forth information as to the persons recommended by our Nominating, Governance and Sustainability Committee, and nominated by our Board, to be elected or re-elected as directors.

  3. Nominees for Director

    | Name | Age | Director Since | Positions with the Company | | Gavin Molinelli | 40 | 2022 | Chairman & Director | | Michelle Felman | 61 | Nominee | None | | Isaac T. Kohlberg*+^ | 72 | 2019 | Director | | Martin D. McNulty, Jr. | 46 | 2024 | Director & Chief Executive Officer | | Maureen O'Connell*+ | 62 | 2019 | Lead Independent Director | | Geoff Ribar^ | 65 | 2023 | Director | | Ajay Sundar | 32 | 2024 | Director |

  4. Nominees for Director

    ____________________ * Member of the Audit Committee + Member of the Compensation Committee ^ Member of the Nominating, Governance and Sustainability Committee Directors are to be elected at the Annual Meeting. Biographical information regarding the nominees for election or reelection as a director is set forth below.

  5. Information Regarding the Director Nominees

    Information Regarding the Director Nominees Gavin T. Molinelli has served as Chairman of the Board and a director since October 2022. Currently, Mr. Molinelli is a Senior Partner and Co-Portfolio Manager of Starboard Value LP (together with certain funds and accounts affiliated with, or managed by, Starboard Value LP, “Starboard”), a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies and the Company’s controlling shareholder. Prior to Starboard’s formation in 2011, Mr. Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at Banc of America Securities LLC. Mr. Molinelli previously served on the Board of Directors of each of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate investment trust, from April 2018 until its acquisition by Brookfield Asset Management Inc. (NYSE: BAM) in December 2018, Depomed, Inc. (n/k/a Assertio Therapeutics, Inc. (NASDAQ: ASRT)), a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January 2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semiconductor company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University. We believe that Mr. Molinelli’s extensive public company board experience and financial expertise, together with his experience serving in various managerial roles make him well qualified to serve on the Board. Michelle Felman has been nominated for election to the Board at the Annual Meeting and has not previously served as a director. Ms. Felman is an accomplished executive with more than 30 years of experience in the financial, real estate and investment industries. Ms. Felman has served on the Board of Directors of Cushman & Wakefield (NYSE: CWK) where she chairs the Nominating and Governance Committee and is a member of the Compensation Committee, since November 2023. Ms. Felman is the founder of JAM Holdings, an investment and advisory firm. Ms. Felman serves on the board of several privately held companies including the Advisory Board of Turner Impact Capital, a for-profit social impact platform that focuses on education, health care and workforce housing. She served on the board of the Cumming Corporation, a global project management company and Reonomy, a real estate technology company. Both companies were sold year-end 2021. In addition, she recently completed her term as an Advisory Director in the real estate group of Investcorp, a leading provider and manager of alternative investment products. Ms. Felman served as a Trustee of The Partners Group (PGHN: SIX), a global private equity firm, where she was Chair of the Investment Oversight Committee as well as a member of both the Audit Committee and the Compensation and Governance Committee. She also served as a Director of Forest City Enterprise (NYSE: FCE) where she was a member of the Compensation Committee, until the sale to Brookfield Asset Management. She served as a Trustee of Choice Properties Real Estate Investment Trust (TSX:CHP), where she was a member of the Compensation, Governance and Nominating Committee, from its IPO in 2013 until May 2018 when it merged with Canadian Real Estate Trust. From 1997-2010, Ms. Felman was the Executive Vice President – Co-Head of Acquisitions and Capital Markets for Vornado Realty Trust (NYSE: VNO), where she oversaw all of the firm's asset and corporate acquisition activity and mezzanine debt activity. She remained a consultant to VNO through December 2012, serving as a board member of LNR Property LLC, the largest special servicer in the United States until the sale to Starwood Capital in 2013. Ms. Felman began her career at Morgan Stanley in the Investment Banking Division after graduating with an M.B.A. from Wharton. She later joined GE Capital as a Managing Director of Business Development, where she acquired billions of dollars in real estate and non-performing loans from the Resolution Trust Corporation (RTC), banks and insurance companies in the United States, Canada, the United Kingdom and France. Ms. Felman served as an adjunct professor at the Wharton School at the University of Pennsylvania from 2010-2014 and served on the Executive Committee of The Zell-Lurie Center for over 10 years. She is a former trustee of Big Brothers Big Sisters of New York. Ms. Felman also served as a judge for the Echoing Green Fellowship Grants. She is currently teaching her eighth year at the Columbia Business School. Ms. Felman received her B.A. from The University of California, Berkeley and her M.B.A. from The Wharton School at The University of Pennsylvania. We believe that Ms. Felman’s extensive financial background and experience make her well qualified to serve on the Board. In addition, she brings strong corporate governance experience having served on several public and private company boards, among them Cushman & Wakefield and Choice Properties Real Estate Investment Trust.

  6. Information Regarding the Director Nominees

    Isaac T. Kohlberg has served as a director since May 2019. Mr. Kohlberg has had a distinguished career in advancing entrepreneurship and innovation and protecting and commercializing IP through corporate deals and startup formation. He has served as a Senior Associate Provost and Chief Technology Development Officer at Harvard University, where he is responsible for the strategic management and commercial development of all technologies and IP arising from Harvard's research enterprise, since 2005. Mr. Kohlberg's role at Harvard University includes industry liaising and outreach, IP Management, business development, technology commercialization and the formation of startup companies and new ventures around Harvard R&D platforms. In tandem, he is also responsible for generating, structuring, and negotiating research alliances and collaborations with industry and generating industry-sponsored research funding for Harvard faculty. Prior to joining Harvard in 2005, Mr. Kohlberg was the CEO of Tel Aviv University's Economic Corporation and head of Ramot, its technology transfer organization. Prior to his role at Ramot, Mr. Kohlberg held various roles at New York University ("NYU"), including Vice Provost, Vice President for Industrial Liaison (NYU's technology transfer program) and headed the Office of Science and Technology Administration at NYU School of Medicine. During his time at NYU, the institution entered into a major licensing agreement to develop Remicade, a humanized monoclonal antibody used in treatment of Crohn's Disease and other autoimmune diseases, which led to one of the largest royalty revenue streams generated by any university worldwide. Before joining NYU in 1989, Mr. Kohlberg was the CEO of YEDA, the commercial arm of the Weizmann Institute of Science in Israel. While at YEDA, Mr. Kohlberg negotiated and concluded major royalty-bearing license agreements. A few examples are an agreement with Teva Pharmaceutical Industries Ltd regarding Copaxone, which Teva Pharmaceuticals markets as a proprietary treatment for relapsing/remitting multiple sclerosis, and an agreement with the broadcasting encryption company NDS Group. Mr. Kohlberg served as a Director at Arix Bioscience PLC (LON: ARIX), a biotechnology investment company, from May 2021 through January 2024. Additionally, Mr. Kohlberg has served as a Director at Anchiano Therapeutics Ltd (TLV: ANCN, NASDAQ: ANCN), a pivotal-stage biopharmaceutical company, from February 2017 through March 2021. and as a Director at Clal Biotechnology Industries Ltd. (TLV: CBI), a life sciences investment company, from February 2015 through May 2020. Mr. Kohlberg also served as a Director of Elicio Therapeutics, a clinical stage biotechnology company, from February 2014 through April 2021. Mr. Kohlberg received his MBA from INSEAD and LLB from Tel Aviv University. He also received a diploma in French culture and historical studies from the University of Strasbourg. We believe Mr. Kohlberg’s long-term experience in the development of innovations and commercialization makes him well qualified to serve on the Board. Martin D. McNulty, Jr. has served as a director and the Company’s Chief Executive Officer since February 2024, and as its Chief Operating Officer and Head of M&A since March 2022. He previously served as the Company’s Interim Chief Executive Officer from November 2022 through February 2024. Prior to joining Acacia, Mr. McNulty served as a Managing Director at Starboard Value, and the Chief Executive Officer and a member of the Board of Directors of Starboard Value Acquisition Corp (NASDAQ: SVACU) from June 2020 until the completion of its merger with Cyxtera Technologies Inc. (NASDAQ: CYXT) in February 2021. From September 2013 until May 2020, Mr. McNulty was a Managing Director at Starr Investment Holdings LLC, an investment adviser investing in software and tech-enabled services businesses, where he was responsible for identifying, evaluating, executing, and managing control-oriented private investments. Mr. McNulty previously served as Vice President at Metalmark Capital Holdings, LLC, a growth equity investment firm providing capital and strategic support to business owners and executives, and Vice President at Citigroup Venture Capital Ltd., a US based private equity firm. Mr. McNulty holds a B.B.A. in Finance and Accounting from the University of Iowa Tippie College of Business. We believe that Mr. McNulty’s extensive financial background and leadership, business and acquisition experience makes him well qualified to serve on the Board. Maureen O’Connell has served as a director since January 2019. Prior to joining Acacia, Ms. O'Connell briefly provided consulting services to the Company from September 2018 to November 2018. Ms. O’Connell is a global business executive, CFO and board director recognized for significant value creation through strategic thinking and action at numerous public companies. She has held executive leadership and board positions in a variety of industries including media, education, digital, retail, technology, professional services, biotech, pharma, homebuilding, real estate and insurance. She has chaired the Audit Committee, served on the Transaction and Nominating Committees, and served as the designated financial expert for Fortune 500 and high growth public companies listed on NYSE and NASDAQ. In addition, Ms. O’Connell is a certified public accountant and has been in good standing since 1987. Ms. O’Connell is also recognized for her extensive M&A experience and her strength in operations and technology. Ms. O’Connell was appointed to the Board of REV Group, Inc. (NYSE: REVG) in August 2023 where she currently serves as chair of the Audit Committee. Ms. O’Connell was also appointed to the board of Northwest Healthcare Properties REIT (TSX: NWHUF) in May 2023 and currently serves as chair of the Audit Committee. Ms. O’Connell was appointed to the Board of Arix Bioscience PLC, a life sciences investment company, in May 2021 and served as a director until January 2024 and Ms. O’Connell served on the board of Harte Hanks (NYSE: HHS) from June 2018 to August 2020. Ms. O’Connell was also a member of the Audit Committee and Compensation Committee of Harte Hanks. Ms. O’Connell served on the board of Sucampo Pharmaceuticals Inc. (NASDAQ: SCMP), a fast growth biotech company, from 2013 to 2018. She played a key role in its sale to Mallinckrodt Plc for $1.2 billion in February 2018. From 2007 to 2017, Ms. O'Connell served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Scholastic, Inc., a well-known publisher and distributor of children's books and a leading company in educational technology and children's media. From 2002 to 2007, Ms. O’Connell served on the board of Beazer Homes (NYSE: BZH), a Fortune 500 homebuilder. Initially, Ms. O’Connell served on the Audit and Compensation Committees of Beazer Homes and in 2003 was named Audit Chair. Ms. O’Connell is a NACD certified Director and received a Carnegie Melon Cybersecurity Oversight certificate in March 2023. We believe that Ms. O’Connell’s financial expertise and extensive financial experience at public companies make her qualified to serve on the Board.

  7. Information Regarding the Director Nominees

    Geoff Ribar has served as a director since May 2023. Mr. Ribar currently serves as a director of MACOM Technology Solutions Holdings, Inc., a designer and manufacturer of semiconductor products for Telecommunications, Industrial and Defense and Data Center industries, a position he has held since March 2017, and as a director of Everspin Technologies, Inc., a developer and manufacturer of discrete and embedded Magnetoresistive RAM (MRAM) and Spin-transfer Torque MRAM (STT-MRAM) technologies, a position he has held since March 2017. Previously Mr. Ribar served as a director of Aquantia Corp., a provider of high-speed communications integrated circuits for Ethernet connectivity, from September 2017 until its acquisition by Marvell Technology in September 2019. Mr. Ribar served as Senior Vice President and Chief Financial Officer of Cadence Design Systems, Inc. (“Cadence”), a provider of system design tools, software, intellectual property and services, from November 2010 to September 2017, and acted as a senior advisor to Cadence until his retirement in March 2018. Previously, he served as Chief Financial Officer for a number of semiconductor companies, including Telegent Systems, Inc., SiRF Technology, Inc., Asyst Technology, Inc., Matrix Semiconductor, Inc. and nVidia Corporation. He received his B.S. degree in chemistry and an M.B.A. from the University of Michigan. We believe that Mr. Ribar’s significant financial and accounting expertise gained from his experience as a chief financial officer, as well as his extensive public company board experience make him well qualified to serve on the Board. Ajay Sundar has served as a director since February 2024. Mr. Sundar is a Managing Director at Starboard Value. Prior to joining Starboard Value in August 2015, Mr. Sundar was an Investment Banking Analyst in Consumer & Retail Group at Citigroup in New York. Mr. Sundar received a B.S. in Commerce from the McIntire School of Commerce at the University of Virginia. We believe that Mr. Sundar’s extensive financial background and investment experience makes him well qualified to serve on the Board.

  8. DIRECTOR COMPENSATION PROGRAM FOR 2023

    DIRECTOR COMPENSATION PROGRAM FOR 2023 During 2023, our non-employee directors earned a cash retainer for service on our Board. The Chair of our Board earned an annual retainer for such service in addition to non-Chair director annual retainers and the chair of each committee earned an annual retainer for such service. In addition, each non-Chair member of the Strategic Committee earned an annual retainer for such service, and members of the Special Committee received a per meeting fee. The annual cash retainers for directors and committee members were pro-rated based on the period of time during which service was provided during the year and generally were paid on a quarterly basis in arrears. Under this director compensation program as described above, the annual fees non-employee directors earned for service on our Board, and for service on each committee of our Board of which the director was a member, during 2023 were as follows:

  9. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | | Member Annual Retainer ($) | Chair Additional Annual Retainer ($) | Per Meeting Fee($) | | Board of Directors | 80,000 | 75,000 | | | Lead Independent Director | — | 25,000 | | | Audit Committee | — | 25,000 | | | Compensation Committee | — | 20,000 | | | Nominating, Governance and Sustainability Committee | — | 15,000 | | | Strategic Committee1 | 80,000 | 10,000 | | | Special Committee2 | | | 2,000 |

  10. DIRECTOR COMPENSATION PROGRAM FOR 2023

    | (1) The Strategic Committee was disbanded in February 2024. | | (2) The Special Committee was dissolved simultaneously with the closing of the Recapitalization on July 15, 2023. |

  11. DIRECTOR COMPENSATION PROGRAM FOR 2023

    Beginning in 2023, non-employee directors had the option of receiving cash fees in an equivalent amount of Company stock. For 2023, each non-employee director who commenced service on our Board was eligible to receive an onboarding award consisting of restricted stock units with an aggregate grant date fair value of $120,000, prorated for a 12-month period. The form of the award was determined by our Board (or a designated committee thereof) at the time of each grant. Initial onboarding grants are anticipated to be issued in the form of restricted stock units, which vest on the date of the Company’s annual meeting following the director’s appointment date, subject to the director’s continued service. In addition, on the date of the 2023 annual meeting of stockholders, each non-employee director continuing to serve as a director following the annual meeting was granted restricted stock units that vest on the date of our 2024 annual meeting of stockholders and that had an aggregate grant date fair value of $120,000 prorated based on the number of full months of service on our Board since the 2023 annual meeting of stockholders. The number of restricted stock units each non-employee director received was determined based on the closing price of our common stock on the grant date and resulted in the grant of 30,534 restricted stock units to each of Messrs. Molinelli, Kohlberg, Ribar and Sagal and Mses. O’Connell and Wolanyk. Each of these restricted stock units were granted under the terms of our 2016 Acacia Research Stock Incentive Plan.

  12. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table provides fiscal year 2023 compensation information for our non-employee directors who served on the Board during 2023:

  13. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation ($) | Non-qualified Deferred Compensa- tion Earnings ($) | All Other Compensation ($) | Total ($) | | Gavin Molinelli(3) | 116,250 | 119,999 | — | — | — | — | 236,249 | | Isaac T. Kohlberg | 192,000 | 119,999 | — | — | — | — | 311,999 | | Maureen O'Connell(4) | 207,417 | 119,999 | — | — | — | — | 327,416 | | Geoff Ribar | 50,000 | 119,999 | — | — | — | — | 169,999 | | Jonathan Sagal(5) | 127,500 | 163,414 | — | — | — | — | 290,914 | | Katharine Wolanyk | 95,000 | 119,999 | — | — | — | — | 214,999 |

  14. 2023 DIRECTOR COMPENSATION TABLE

    | (1) Includes annual cash retainers for service on the Board and as a member of the chair of any committee thereof. For Mr. Ribar, includes a prorated annual cash retainer for his service as a director beginning May 16, 2023. | | (2) Amounts shown represent the aggregate grant date fair value of restricted stock units granted to the directors as determined pursuant to ASC Topic 718, “Compensation – Stock Compensation,” (“ASC Topic 718”). The methodology used to calculate the value of restricted stock units is set forth under Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024. The 30,534 restricted stock units granted to each of Messrs. Molinelli, Kohlberg, Ribar and Sagal and Mses. O’Connell and Wolanyk remained outstanding and unvested at the end of fiscal year 2023. | | (3) Mr. Molinelli elected to receive his fourth quarter cash fees as equity. These shares have not yet been issued due to trading window considerations. | | (4) Includes fees for services as Lead Independent Director (“LID”). Ms. O’Connell was appointed LID in July 2023. | | (5) Mr. Sagal elected to receive his first quarter cash fees as equity and, as a result, on May 26, 2023 was issued 10,814 fully vested shares of common stock. Mr. Sagal resigned from the Board effective February 13, 2024. |

  15. APPROVAL OF THE INCENTIVE PLAN PROPOSAL

    APPROVAL OF THE INCENTIVE PLAN PROPOSAL On February 13, 2024, the Board of Directors adopted the 2024 Acacia Research Corporation Stock Incentive Plan (the “Plan”), subject to the approval of our stockholders at the Annual Meeting. The following summary of the principal features of the Plan is qualified in its entirety by reference to the full text of the Plan which is attached to this proxy statement as Annex A.

  16. Executive Summary

    Executive Summary This narrative discussion of our named executive officer compensation program is intended to assist your understanding of, and to be read in conjunction with, the Summary Compensation Table and related disclosures set forth below. We are a smaller reporting company, and therefore, we are eligible to comply with the executive compensation disclosure rules applicable to a smaller reporting company as defined in applicable SEC rules and regulations. We are a smaller reporting company, and therefore, we are eligible to comply with the executive compensation disclosure rules applicable to a smaller reporting company as defined in applicable SEC rules and regulations. We determined that it is not in the best interest of shareholders to spend significant company resources to include a full compensation, disclosure and analysis (“CD&A”) in this proxy statement without the legal requirement to do so, as such cost could be material to our shareholders. We, however, have made a good faith effort to include fulsome disclosure of our pay practices without expending the significant time and money required to develop a full CD&A. In evaluating our 2023 compensation program, it is important to understand the following: •We historically granted annual long-term incentive (“LTI”) awards in the first quarter of each year, with the amount granted reflective of individual and Company performance for the prior year. As such, in March 2023, we granted to executive officers, except Mr. McNulty, who received a grant upon hire in 2022, LTI awards in recognition of performance in 2022 (the “2022 LTI Grants”). •Beginning in 2023, in order to more strongly link executive pay and Company long-term performance and increase shareholder alignment, the Compensation Committee approved a new LTI construct. Specifically, the Compensation Committee determined to shift the timing of annual LTI grants such that awards are granted on a forward-looking basis as opposed to a backward-looking basis in respect of prior fiscal year performance, and deliver a combination of time-vested restricted stock units (“RSUs”) and performance-vested restricted stock units (which are eligible to be earned based upon the level of achievement of the Company’s compound annual growth rate of its adjusted book value per share, measured over a three-year period) (“PSUs”). •The 2023 LTI awards were front-loaded to deliver two years of target grant value to cover annual LTI grants in respect of fiscal years 2023 and 2024. •As a result of the above, eligible participants received three years’ worth of LTI awards in 2023 due to the compensation program changes and timing described above, which we expect to be a one-time occurrence. It is the intention of the Board and the Compensation Committee that participants will next be eligible to receive annual LTI awards commencing in fiscal year 2025. For the 2023 fiscal year, our named executive officers were as follows:

  17. Annual Incentive Compensation

    Annual Incentive Compensation Our named executive officers are eligible to receive an annual cash bonus. In determining whether our executives were eligible for a bonus in fiscal year 2023, our Compensation Committee considered, with respect to Mr. McNulty, his performance against his pre-established performance goals, which included recruitment, retention and mentorship of talent objectives; cost management and capital allocation goals; ensuring a pipeline of investment and acquisition opportunities; the management of existing business lines and the establishment of a framework for short- and long-term incentive compensation programs and, with respect to each other named executive officer, their respective performance that contributed to the achievement of the Company’s strategic objectives during 2023, the stock price performance of the Company and the total compensation of each executive officer. Accordingly, the Compensation Committee awarded (and for Mr. McNulty, the Board approved) the following cash awards to our named executive officers in fiscal year 2023:

  18. Annual Incentive Compensation

    | Named Executive Officer | Potential Annual Bonus Range (as percentage of base salary) (%) | 2023 Bonus Earned ($) | 2023 Annual Bonus Earned (as percentage of base salary) (%) | | Martin D. McNulty, Jr. | 100% - 150% | 712,500 | 150% | | Kirsten Hoover | 30% - 50% | 207,500 | 50% | | Jason W. Soncini | 25% - 100% | 250,000 | 58% | | Marc W. Booth | 25% - 75% | 425,000 | 100% |

  19. Long-Term Incentive Compensation

    Long-Term Incentive Compensation To align compensation with long term performance, each named executive officer is eligible to be considered for an annual LTI award, which has been delivered in equity. Historically, the Company granted annual LTI awards in the first quarter of each year, with the amount granted reflective of individual and Company performance for the prior year. As such, in March 2023, the Company granted to executive officers, except Mr. McNulty who received a grant upon hire in 2022, LTI awards in recognition of performance in 2022. The 2022 LTI Grants were delivered in the form of time-vested RSUs and stock options that vest in three equal annual installments on the first three anniversaries of grant, subject to the executive’s continued employment through the applicable vesting date.

  20. 2022 LTI Grants

    2022 LTI Grants

  21. 2022 LTI Grants

    | Name | Restricted Stock Units(1) | Number of Fair Market Priced Options(1) | | Martin D. McNulty, Jr. | — | — | | Kirsten Hoover | 25,455 | 42,188 | | Jason W. Soncini | 45,755 | 75,832 | | Marc W. Booth | 59,610 | 98,796 |

  22. 2022 LTI Grants

    ____________________

  23. 2022 LTI Grants

    | (1) The RSUs and options vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. |

  24. 2022 LTI Grants

    In order to more strongly link executive pay and Company long-term performance and increase shareholder alignment, the Compensation Committee approved a new LTI construct beginning in 2023. Specifically, the Compensation Committee determined to shift the timing of annual LTI grants such that awards are granted on a forward-looking basis as opposed to a backward-looking basis in respect of prior fiscal year performance, and deliver a combination of time-vested RSUs and PSUs. In 2023, the Compensation Committee approved an LTI mix of 85% PSUs and 15% RSUs for Mr. McNulty, and 50% PSUs and 50% RSUs for Ms. Hoover and Mr. Soncini (i.e., the “2023 LTI Grants”). The PSUs granted in 2023 are eligible to be earned based upon the level of achievement of the Company’s compound annual growth rate of its adjusted book value per share, measured over a three-year period. The Company believes that adjusted book value per share is an important measure of the growth of the business and views it as a leading indicator of the Company’s long-term performance. In addition, the 2023 LTI Grants are front-loaded to deliver two years of target grant value to cover annual LTI grants in respect of fiscal years 2023 and 2024. As such, it is the intention of the Board and the Compensation Committee that Mr. McNulty, Ms. Hoover, and Mr. Soncini will next be eligible to receive annual LTI awards commencing in fiscal year 2025. Provided below is detail on the grants of time-vested RSUs and PSUs to each of Mr. McNulty, Ms. Hoover, and Mr. Soncini intended to cover annual grants in respect of fiscal years 2023 and 2024 as approved by the Compensation Committee on June 7, 2023.

  25. 2023 LTI Grants

    2023 LTI Grants

  26. 2023 LTI Grants

    | Name | Annual LTI Value ($) | 2 Year LTI Value ($) | Restricted Stock Units(1) | PSUs at Target(2) | | Martin D. McNulty, Jr. | 1,343,474 | 2,686,948 | 87,428 | 495,424 | | Kirsten Hoover | 249,821 | 499,641 | 54,191 | 54,191 | | Jason W. Soncini | 394,160 | 788,319 | 85,501 | 85,501 | | Marc W. Booth | — | — | — | — |

  27. 2023 LTI Grants

    | (1) The RSUs and options vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. | | (2) The number of PSUs earned can range from 0% to 200% of the target number of PSUs granted (up to a maximum of 750,000 shares of the Company’s common stock, after taking into account the number of shares of the Company’s common stock subject to all other awards granted in 2023 to the applicable executive, as set forth in the Company’s 2016 Acacia Research Corporation Stock Incentive Plan) and will be based upon the level of achievement of the Company’s compound annual growth rate of its adjusted book value per share, measured over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. If the compound annual growth rate of the Company’s adjusted book value per share is met at (a) less than the threshold level, 0% of the PSUs will be earned, (b) the threshold level, 50% of the target PSUs will be earned, (c) the target level, 100% of the target PSUs will be earned, (d) at the stretch level, 150% of the target PSUs will be earned and (e) at the maximum level or above, 200% of the target PSUs will be earned. Such number of PSUs that are earned and eligible to vest will become vested on the third anniversary of the grant date subject to the executive’s continued employment through such date. |

  28. Employment Agreements

    Employment Agreements Each of our named executive officers are party to employment agreements that entitle them to certain elements of compensation and govern the terms of their employment with the Company, as described in more detail below. Pursuant to their employment agreements, the named executive officers are eligible to participate in the employee benefits programs we provide to all of our employees, including medical, dental, vision, life, and disability insurance, to the same extent made available to other employees, subject to applicable law. There are no additional benefits or perquisites applicable exclusively to any of the named executive officers. Pursuant to the employment agreements, the named executive officers are subject to perpetual confidentiality restrictions and non-disparagement provisions, and non-solicitation restrictions with respect to the Company’s employees and customers and non-competition restrictions, in each case, for the duration of their employment and specified times thereafter. Mr. McNulty Mr. McNulty was party to an employment agreement with the Company (the “McNulty Employment Agreement”), which was amended and restated in February 2024 (the “Amended McNulty Employment Agreement”). The McNulty Employment Agreement provided that Mr. McNulty was entitled to receive an annual salary of $450,000 and was eligible to receive an annual bonus in an amount ranging from 100-150% of his annual salary, to be determined by the Board or the Compensation Committee (all or a portion of which Mr. McNulty could elect to receive in shares of our common stock). The McNulty Employment Agreement did not provide for severance payments or benefits. The Amended McNulty Employment Agreement increased Mr. McNulty’s base salary to $500,000 and includes the same annual bonus terms as the McNulty Employment Agreement. Additionally, the Amended McNulty Agreement provides that Mr. McNulty is eligible to participate in the Company’s long-term incentive program, is eligible to receive a payment in connection with the vesting of PSUs that were granted to Mr. McNulty on June 7, 2023 depending upon the level of achievement of the applicable performance goals (which payment will be settled in shares of the Company’s common stock if Mr. McNulty is an employee of the Company on the date of settlement) and provides for the separation payments and benefits described below. Mr. McNulty’s employment may be terminated by the Company or Mr. McNulty at any time upon 30 days’ notice. Upon termination by the Company without cause or resignation for good reason (each as defined in the Amended McNulty Employment Agreement), Mr. McNulty will be entitled to (i) a payment equal to the product of (a) 1.5 and (b) his base salary, which payment shall be paid in 18 monthly installments, (ii) any unpaid annual bonus for the year prior to Mr. McNulty’s employment termination date, paid as a lump sum at the same time that other executive officers of the Company receive their respective bonuses, (iii) a payment equal to the product of (a) 125% of his base salary and (b) a fraction, the numerator of which is the number of days in the year in which the date of termination occurs through the date of termination and the denominator of which is 365, to be paid as a lump sum at the same time that other executive officers of the Company receive their respective bonuses and (iv) reimbursement for the portion of the monthly COBRA premium paid by Mr. McNulty that is typically covered by the Company for a period of 18 months. Mr. Soncini Mr. Soncini is party to an employment agreement (the “Soncini Employment Agreement”) with ARG. Pursuant to the terms of the Soncini Employment Agreement, Mr. Soncini is entitled to receive an annual salary of $430,000 and is eligible to receive an annual bonus in an amount ranging from 25-100% of his annual salary with a target of 50%, to be determined by the Board or the Compensation Committee. Mr. Soncini’s employment may be terminated by the Company or Mr. Soncini at any time upon 30 days’ written notice. Upon termination by the Company without cause (and other than by reason of disability) or resignation for good reason (each as defined in the GC Employment Agreement), Mr. Soncini will be entitled to (i) continued payment of his base salary for 90 days following the date of termination or resignation, as the case may be, (ii) any unpaid expense reimbursements, (ii) any vested benefits, (iii) any earned but unpaid base salary, and (iv) any earned but unpaid annual bonus for the prior fiscal year. Mr. Booth Mr. Booth is party to an employment agreement (the “Booth Employment Agreement”) with ARG. Pursuant to the terms of the Booth Employment Agreement, Mr. Booth is entitled to receive an annual salary of $425,000 and is eligible to receive an annual bonus in an amount ranging from 25-75% of his annual salary, to be determined by the Board in accordance with annual performance objectives established by the Board on an annual basis. The Booth Employment Agreement does not include any severance payments or change in control bonuses. Mr. Booth’s employment may be terminated by ARG or Mr. Booth at any time upon 30 days’ written notice.

  29. Amended and Restated Executive Severance Policy

    Amended and Restated Executive Severance Policy The officers of the Company are eligible to receive benefits under the Company’s Amended and Restated Severance Policy which provides three months of continued base salary for each full year of employment with the Company, up to a maximum of twelve months and Company-funded COBRA coverage for the same duration.

  30. Acceleration of Equity Awards Pursuant to the 2016 Stock Incentive Plan

    Acceleration of Equity Awards Pursuant to the 2016 Stock Incentive Plan Employees of the Company or any subsidiary, non-employee members of the Board or directors of any Subsidiary and consultants and other independent service providers of the Company or any Subsidiary are eligible to participate in the 2016 Stock Incentive Plan, which is administered by the Compensation Committee which is comprised of three non-employee members of the Board. If awards granted under the 2016 Stock Incentive Plan are not assumed, continued or substituted in connection with a change in control, or with respect to awards granted prior to June 7, 2023 a hostile take-over of the Company, all outstanding and unvested awards will be accelerated prior to the effective time of such event. Pursuant to the applicable award agreement, if the June 7, 2023 PSUs are assumed, continued or substituted in connection with a change in control, the applicable performance measures will be scored in connection with the change in control and if the holder’s employment is terminated within one year following the change in control (a) either by the Company other than for cause or by the holder for good reason, the PSUs, as scored, will become vested, or (b) as a result of the holder’s death or disability, a pro-rata portion of the PSUs, as scored, will become vested. Pursuant to the applicable award agreement, if the June 7, 2023 RSUs are assumed, continued or substituted in connection with a change in control and the holder’s employment is terminated within one year following the change in control either by the Company other than for cause or by the holder for good reason, the RSUs will become vested.

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  32. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(s) | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(4) | Total ($) | | Martin D. McNulty, Jr. | 2023 | 467,789 | — | 403,043 | — | 712,500 | 20,136 | 1,603,468 | | Chief Executive Officer(5) | 2022 | 349,616 | — | 223,800 | 320,000 | 547,397 | 14,872 | 1,455,685 | | Kirsten Hoover | 2023 | 393,269 | 207,500 | 358,513 | 90,282 | — | 1,484 | 1,051,049 | | Interim Chief Financial Officer | 2022 | — | — | — | — | — | — | — | | Jason Soncini | 2023 | 430,000 | 250,000 | 589,533 | 158,612 | — | 17,464 | 1,445,609 | | General Counsel | 2022 | 430,000 | 215,000 | 161,100 | 131,625 | — | 17,120 | 954,845 | | Marc W. Booth | 2023 | 425,000 | 425,000 | 254,535 | 206,147 | — | 11,992 | 1,322,674 | | Former Chief IP Officer(6) | 2022 | 425,000 | 212,500 | 358,000 | 292,500 | — | 11,756 | 1,299,756 |

  33. SUMMARY COMPENSATION TABLE

    ______________

  34. SUMMARY COMPENSATION TABLE

    | (1) Salary amounts shown above represent actual salary earned during the year, reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). | | (2) Represents incentive payments made pursuant to our cash incentive compensation program. | | (3) Represents the aggregate grant date fair value of the restricted stock units and stock options granted to the named executive officers during the years indicated (reported in the Stock Awards and Options Awards columns, respectively) in each case as determined, for financial statement purposes, pursuant to ASC Topic 718. The method used to calculate the aggregate grant date fair value of these awards is set forth under Notes 2 and 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For 2023, the amounts in this column do not include the June 2023 PSUs because in accordance with ASC Topic 718, the accounting cost of the PSUs has not been recorded in the Company’s financial statements as the outcome of the performance condition was not considered probable in 2023; therefore, only the June 2023 RSUs are reflected within the table above for 2023 (which, as previously noted, together with the June 2023 PSUs, were made as part of the Company’s long-term incentive program that was generally intended to cover two years of annual grants). The grant date fair value of the PSUs, assuming that the probable performance was maximum, would have been as follows: Mr. McNulty $3,054,457; Ms. Hoover $499,641; and Mr. Soncini $788,319. | | (4) The amounts shows for Ms. Hoover and Messrs. McNulty, Soncini and Booth include payments for additional medical insurance. |

  35. SUMMARY COMPENSATION TABLE

    | (5) Mr. McNulty was appointed permanent Chief Executive Officer on February 13, 2024. The salary for 2022 was pro rata from Mr. McNulty’s start date of March 10, 2022. Mr. McNulty’s salary was increased from $450, 000 to $475, 000 effective April 1, 2023 in connection with his appointment as Interim CEO. | | (6) Mr. Booth is no longer the Company’s Chief Intellectual Property Officer as of January 1, 2024 and continues to serve as Chief Executive Officer of Acacia Research Group LLC, a wholly owned subsidiary of the Company. |

  36. Pay-Versus-Performance

    | Compensation actually paid to CEO and Other NEOs | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value as of Year End of Awards Granted During Year that Remain Outstanding as of Year End(b) | Change in Fair Value from Prior Fiscal Year End through Current Fiscal Year End of Awards Granted in Prior Year that Remain Outstanding as of Year End(c) | Fair Value as of Vesting Date of Awards Granted During Year that Vest During Year(d) | Change in Fair Value from Prior Year End through Vesting Date of Awards Granted in Prior Year that Vest During Year(e) | Total Compensation “Actually Paid” | | Current CEO | | | | | | | | | | 2023 | 1,603,468 | 403,043 | — | 342,718 | (69,900) | — | — | 1,473,243 | | 2022 | 1,455,685 | 223,800 | 320,000 | 660,100 | — | — | — | 1,571,985 | | 2021 | — | — | — | — | — | — | — | — | | Former CEO | | | | | | | | | | 2022 | 543,556 | — | — | — | — | — | (387,000) | 156,556 | | 2021 | 1,221,215 | — | — | — | 535,500 | — | — | 1,756,715 | | Other NEOs | | | | | | | | | | 2023 | 1,251,691 | 379,441 | 151,680 | 488,618 | (36,217) | — | 7,051 | 1,180,022 | | 2022 | 1,202,601 | 259,550 | 212,063 | 393,537 | (58,521) | — | (139,348) | 926,656 | | 2021 | 1,316,905 | 409,488 | 176,203 | 407,479 | 35,750 | 37,600 | 34,418 | 1,246,461 |

  37. Relationship Between Compensation Actually Paid and Cumulative TSR

    Relationship Between Compensation Actually Paid and Cumulative TSR

  38. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information, with respect to the named executive officers, concerning the outstanding equity awards of our common stock at the end of fiscal year 2023.

  39. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Martin D. McNulty Jr. | — | 250,000(1) | 3.73 | 3/10/2032 | 60,000(1) | 235,200 | — | — | | | — | — | — | | 87,428 | 342,718 | 662,572(3) | 2,597,282 | | Kirsten Hoover | — | — | — | | 10,000(3) | 39,200 | — | — | | | — | — | — | | 20,000(5) | 78,400 | — | — | | | — | 42,188 | 4.27 | 3/21/2033 | 25,455(6) | 99,784 | — | — | | | — | — | — | | 54,191(2) | 212,429 | 108,382(3) | 424,857 | | Jason W. Soncini | — | — | — | | 15,000(7) | 58,800 | — | — | | | 37,500 | 18,750(4) | 5.84 | 8/23/2031 | 7,500(8) | 29,400 | — | — | | | 37,500 | 75,000(5) | 3.58 | 3/8/2032 | 30,000(5) | 117,600 | — | — | | | — | 75,832 | 4.27 | 3/21/2033 | 45,755(5) | 179,360 | — | — | | | — | — | — | | 85,501(2) | 335,164 | 171,002(3) | 670,328 | | Marc W. Booth | 75,000 | 37,500 | 5.84 | 8/23/2031 | 15,000(8) | 58,800 | — | — | | | 83,333 | 166,667(4) | 3.58 | 3/8/2032 | 66,667(5) | 261,335 | — | — | | | — | 98,796(5) | 4.27 | 3/21/2033 | 59,610(6) | 233,671 | — | — |

  40. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Vests 1/3 on each of March 10, 2024, March 10, 2025 and March 10, 2026. | | (2) Vests 1/3 on each of June 7, 2024, June 7, 2025 and June 7, 2026. | | (3) Represents the PSUs granted on June 7, 2024. | | (4) Vests on November 12, 2024. | | (5) Vests 1/2 on each of March 8, 2024 and March 8, 2025. | | (6) Vests 1/3 on each of March 21, 2024, March 21, 2025 and March 21, 2026. | | (7) Vests on March 16, 2024. | | (8) Vests the Company’s 2024 annual stockholder meeting. |

  41. Legal Proceedings with Directors and Executive Officers

    Legal Proceedings with Directors and Executive Officers There are no legal proceedings related to any of the directors, director nominees or executive officers which require disclosure pursuant to applicable SEC rules.