DEF 14A of Acacia Research Corp, Apr 9, 2025

DEF 14A of Acacia Research Corp

Filed Apr 9, 2025 · FY20240000934549-25-000014

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 | 41 | 2022 | Chairman & Director | | Michelle Felman+^ | 62 | 2024 | Director | | Isaac T. Kohlberg*+^ | 73 | 2019 | Director | | Martin D. McNulty, Jr. | 47 | 2024 | Director & Chief Executive Officer | | Maureen O'Connell*+ | 63 | 2019 | Lead Independent Director | | Geoff Ribar*^ | 66 | 2023 | Director | | Ajay Sundar | 33 | 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. In March 2025, Mr. Molinelli was appointed to the board of directors of Algonquin Power & Utilities Corp. (TSX/NYSE: AQN), a diversified international generation, transmission, and distribution utility, subject to approval by the Federal Energy Regulatory Commission. 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 served as a director since May 2024. 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 (NASDAQ: 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 2024

    DIRECTOR COMPENSATION PROGRAM FOR 2024 During 2024, 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. 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, and our non-employee directors had the option of receiving cash fees in an equivalent amount of Company stock. In addition, the directors are subject to the stock ownership guidelines set forth in the section below titled “Other Compensation Policies”; "Stock Ownership Guidelines.” 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 2024 were as follows:

  9. DIRECTOR COMPENSATION PROGRAM FOR 2024

    | | Member Annual Retainer ($) | Chair Additional Annual Retainer ($) | | Board of Directors | 80,000 | 40,000 | | 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 |

  10. DIRECTOR COMPENSATION PROGRAM FOR 2024

    | (1) The Strategic Committee was disbanded in February 2024. |

  11. DIRECTOR COMPENSATION PROGRAM FOR 2024

    In 2024, 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 such director’s service from the appointment date to the next annual meeting thereafter. The form of the award was determined by our Board (or a designated committee thereof) at the time of each grant. The onboarding grants 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 2024 annual meeting of stockholders (the “2024 Annual Meeting”), each non-employee director continuing to serve as a director following the 2024 Annual Meeting was granted restricted stock units that vest on the date of this Annual Meeting 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 2024 Annual Meeting. 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 23,121 restricted stock units to each of Messrs. Molinelli, Kohlberg, Ribar and Sundar and Mses. Felman and O’Connell. Each of these restricted stock units were granted under the terms of our 2024 Acacia Research Stock Incentive Plan (the “2024 Stock Incentive Plan”).

  12. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The following table provides fiscal year 2024 compensation information for our non-employee directors who served on the Board during 2024:

  13. 2024 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) | 120,000 | 119,998 | — | — | — | — | 239,998 | | Michelle Felman | 50,000 | 119,998 | | | | | 169,998 | | Isaac T. Kohlberg | 100,000 | 119,998 | — | — | — | — | 219,998 | | Maureen O'Connell | 130,000 | 119,998 | — | — | — | — | 249,998 | | Geoff Ribar | 89,375 | 119,998 | — | — | — | — | 209,373 | | Jonathan Sagal(4) | 10,000 | — | — | — | — | — | 10,000 | | Ajay Sundar(3) | 70,000 | 149,829 | | | | | 219,829 | | Katharine Wolanyk(5) | 35,625 | — | — | — | — | — | 35,625 |

  14. 2024 DIRECTOR COMPENSATION TABLE

    | (1) Includes annual cash retainers for service on the Board and as the chair of any committee thereof. The amount for Mr. Sundar, includes a prorated annual cash retainer for his service as a director beginning February 13, 2024, and for Ms. Felman, includes a prorated annual cash retainer for her service as a director beginning May 21, 2024. | | (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, 2024 filed with the SEC on March 17, 2025. The 23,121 restricted stock units granted to each of Messrs. Molinelli, Kohlberg, Ribar and Sundar and Mses. Felman and O’Connell as part of the 2024 annual grant, remained outstanding and unvested at the end of fiscal year 2024. For Mr. Sundar, the amount in this column also includes a prorated annual award of 5,252 restricted stock units for his service from February 13, 2024 to May 21, 2024. The 5,252 restricted stock units vested on May 21,2024, the date of the 2024 Annual Meeting. | | (3) Messrs. Molinelli and Sundar elected to receive their 2024 cash fees as equity. The shares for fees earned in the first, second and third quarter were issued as of the end of 2024. The shares for fees earned in the fourth quarter have not yet been issued due to trading window considerations. | | (4) Mr. Sagal resigned from the Board effective February 13, 2024. | | (5) Ms. Wolanyk resigned from the Board effective May 21, 2024. |

  15. Description

    Description The following description of the Existing Protective Provisions is qualified in its entirety by reference to the complete text of Appendix A to this Proxy Statement. Appendix A reflects the Company’s Third Amended and Restated Certificate of Incorporation, which is currently in effect, marked to show the amendments that would be included in the A&R Charter to extend by three years the Expiration Date of the Existing Protective Provisions. Prohibited Transfers. The Existing Protective Provisions generally prohibit any direct or indirect transfer of our common stock if the effect would be to: (i) increase the direct or indirect ownership of our common stock by any Person (as defined below) from less than 4.899% to 4.899% or more of our common stock; or (ii) increase the percentage of our common stock owned directly or indirectly by a Person owning or deemed to own 4.899% or more of our common stock. An indirect transfer of common stock that does not involve a transfer of our securities within the meaning of Delaware law may cause a Person to violate the Existing Protective Provisions. For example, a redemption of shares of common stock from other Persons could cause a non-redeeming Person to own common stock in excess of the ownership limit. “Person” means any individual, partnership, joint venture, limited liability company, firm, corporation, unincorporated association or organization, trust or other entity or any group of such “Persons” having a formal or informal understanding among themselves to make a “coordinated acquisition” of shares within the meaning of Treas. Reg. § 1.382-3(a)(1) or who are otherwise treated as an “entity” within the meaning of Treas. Reg. § 1.382-3(a)(1), and shall include any successor (by merger or otherwise) of any such entity or group. Complicated “constructive” ownership rules prescribed by the Internal Revenue Code (and regulations promulgated thereunder) apply for purposes of determining whether a Person indirectly owns stock and, thus, is a 4.899% stockholder under the Existing Protective Provisions. These rules attribute ownership of stock owned by estates, trusts, corporations, partnerships or other entities to the ultimate indirect owner thereof or to related individuals. Thus, prohibited transfers include not only sales to Persons whose resulting percentage ownership (direct or indirect) of our common stock would equal or exceed the 4.899% thresholds discussed above, but also (i) sales to Persons whose direct or indirect ownership of our common stock would by attribution cause another Person to exceed such threshold under the constructive ownership rules referenced above or (ii) transfers of interests in entities that directly or indirectly own our common stock that cause a Person to exceed such threshold under the constructive ownership rules referenced above. The foregoing transfer restrictions may result in the delay or refusal of certain requested transfers of our common stock, or prohibit ownership (thus requiring dispositions) of our common stock. Consequences of Prohibited Transfers. Under the Existing Protective Provisions, any attempted direct or indirect transfer that constitutes a prohibited transfer in violation of the Existing Protective Provisions would (i) in the case of a direct transfer, be void as of the date of the prohibited transfer as to the purported transferee or (ii) in the case of an indirect transfer, result in the ownership of the direct owner of our common stock being automatically reduced simultaneously with the transfer in the amount needed to comply with the 4.899% thresholds discussed above. Additionally, •the purported transferee (or in the case of any indirect transfer, the direct owner) would not be recognized as the owner of the shares owned in violation of the Existing Protective Provisions (the “excess shares”) for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such excess shares, or in the case of options, receiving shares in respect of their exercise; •upon demand, the purported transferee must transfer the excess shares to our agent, along with any dividends or other distributions paid with respect to such excess shares, our agent is required to sell such excess shares, and the net proceeds of the sale, after deduction of all costs incurred by the agent, will be transferred first to the purported transferee in an amount, if any, up to the cost incurred by the purported transferee to acquire such excess shares (or in the case of gift, inheritance or similar transfer, in an amount equal to the fair market value of the excess shares on the date of the prohibited transfer), and the balance of the proceeds, if any, will be transferred to a charitable beneficiary; and •in the case of a prohibited transfer that does not involve a transfer of our securities within the meaning of Delaware law but that would cause a person to violate the 4.899% ownership threshold, such Person whose ownership of our securities is attributed to such proscribed Person will be deemed to have disposed of (and will be required to dispose of) sufficient securities, simultaneously with the transfer, to cause such proscribed Person not to be in violation of the 4.899% ownership thresholds described above, and such securities will be treated as excess shares to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such stockholder that was the direct holder of such excess shares from the proceeds of sale by the agent being the fair market value of such excess shares at the time of the prohibited transfer. To the extent permitted by law, any stockholder who knowingly violates the Existing Protective Provisions, and any Persons controlling, controlled by or under common control with such stockholder, will be liable for any and all damages we suffer as a result of such violation, including damages resulting from any limitation in our ability to use our NOLs and any professional fees incurred in connection with addressing such violation. Modification and Waiver of Transfer Restrictions. Our Board will have the discretion to approve a transfer of our common stock that would otherwise violate the transfer restrictions if it determines that (i) the transfer will not result in a limitation on the use of our NOLs under Section 382 of the Code or (ii) the transfer is in our and our stockholders’ best interests even though the transfer may result in an ownership change that could limit our use of our NOLs. In addition, in the event of a change in law, our Board will be authorized to modify the applicable allowable percentage ownership interest threshold (currently 4.899%) or modify any of the definitions, terms and conditions of the transfer restrictions or to eliminate the transfer restrictions by adopting a written resolution that such action is reasonably necessary or advisable to preserve our NOLs or that the continuation of these restrictions is no longer reasonably necessary for such purpose, as applicable. Our stockholders will be notified of any such determination.

  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 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 2024 compensation program, it is important to understand the following: •Beginning in June 2023, in order to more strongly link executive pay and Company long-term performance and increase shareholder alignment, the Compensation Committee approved a new long-term incentive (“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 June 2023 LTI awards (the “2023 LTI Grants”) 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, 2023 LTI participants did not receive an additional LTI grant in fiscal year 2024. Participants are next eligible to receive annual LTI awards commencing in fiscal year 2025. For the 2024 fiscal year, our named executive officers were as follows:

  17. Annual Incentive Compensation

    Annual Incentive Compensation Our CEO’s annual cash bonus is pursuant to our cash incentive compensation program. Specifically, for fiscal year 2024, our Compensation Committee assessed Mr. McNulty’s performance against his pre-established performance goals, which included 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. Based on Mr. McNulty’s performance against his goals, the Board approved the following annual cash bonus for fiscal year 2024:

  18. Annual Incentive Compensation

    | Named Executive Officer | Potential Annual Bonus Range (as percentage of base salary) (%) | 2024 Bonus Earned ($) | 2024 Annual Bonus Earned (as percentage of base salary) (%) | | Martin D. McNulty, Jr. | 100% - 150% | 750,000 | 150% |

  19. Annual Incentive Compensation

    With respect to each other named executive officer, the Compensation Committee determined fiscal 2024 bonuses based on a subjective assessment of their respective performance that contributed to the achievement of the Company’s strategic objectives during 2024, the stock price performance of the Company and the total compensation and compensation mix of each executive officer. In determining bonus payouts for the named executive officers other than our CEO, each executive’s potential annual bonus range is considered as a starting point, recognizing that the combination of factors previously noted may result in a bonus payout outside of the potential range. The Compensation Committee awarded the following cash awards to our named executive officers in fiscal year 2024:

  20. Annual Incentive Compensation

    | Named Executive Officer | Potential Annual Bonus Range (as percentage of base salary) (%) | 2024 Bonus Earned ($) | 2024 Annual Bonus Earned (as percentage of base salary) (%) | | Kirsten Hoover(1) | 30% - 50% | 225,000 | 54% | | Robert Rasamny(2) | 75% - 100% | 440,000 | 102% | | Jason W. Soncini(3) | 25% - 100% | 260,000 | 60% |

  21. Annual Incentive Compensation

    _________________

  22. Annual Incentive Compensation

    | (1) Ms. Hoover’s performance in 2024 warranted a bonus slightly above the high end of her Bonus Range. | | (2) Mr. Rasamny’s performance in 2024 warranted a bonus slightly above the high end of his Bonus Range. | | (3) Mr. Soncini’s performance in 2024 warranted a bonus above the high end of his Bonus Range; however, it was determined that because he received a larger portion of his 2023 total compensation as long-term incentive compensation, his 2024 bonus payout would be at 60% of his base salary. |

  23. Long-Term Incentive Compensation

    Long-Term Incentive Compensation No LTI grants were made in fiscal year 2024. The 2023 LTI Grants were front-loaded to deliver two years of target grant value to cover annual LTI grants in respect of fiscal years 2023 and 2024. The 2023 LTI grants were delivered in 85% PSUs and 15% RSUs for Mr. McNulty, and 50% PSUs and 50% RSUs for Ms. Hoover and Messrs. Rasamny and Soncini. 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. Provided below is detail on the grants of time-vested RSUs and PSUs to each of Mr. McNulty, Ms. Hoover, Mr. Rasamny 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.

  24. 2023 LTI Grants

    2023 LTI Grants

  25. 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 | | Robert Rasamny | 255,371 | 510,742 | 55,395 | 55,395 | | Jason W. Soncini | 394,160 | 788,319 | 85,501 | 85,501 |

  26. 2023 LTI Grants

    ____________________

  27. 2023 LTI Grants

    | (1) The RSUs 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 (the “2016 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 Certain 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 applicable 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 applicable named executive officer is 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, which was amended and restated in February 2024 (the “McNulty Employment Agreement”). The McNulty Employment Agreement provides that Mr. McNulty is entitled to receive an annual salary of $500,000 and is 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 may elect to receive in shares of our common stock). Additionally, the McNulty Employment 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 is referred to herein as the “Potential 2023 PSU Payment”) 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 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 (which represents Mr. McNulty’s annual bonus for the year of termination, with performance goals deemed met at target) 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. Rasamny Mr. Rasamny is party to an employment agreement (the “Rasamny Employment Agreement”) with the Company. Pursuant to the terms of the Rasamny Employment Agreement, Mr. Rasamny (i) is entitled to receive an annual salary of $430,000, (ii) is eligible to receive an annual bonus in the amount ranging from 75-100% of his annual salary, to be determined by the Board in accordance with the annual performance objectives established by the Board or the Compensation Committee, provided, Mr. Rasamny will have the option to receive all or a portion of his annual bonus in stock of the Company. Additionally, pursuant to the Rasamny Employment Agreement, Mr. Rasamny was entitled to receive an equity award grant subject to, among other things, approval by our Compensation Committee. Mr. Rasamny received such equity award in the form of the 2023 LTI Grants. Mr. Rasamny’s employment agreement may be terminated by the Company or Mr. Rasamny at any time upon 30 days’ written notice; provided, however, that the Company, in its sole discretion, may waive Mr. Rasamny’s requirement to provide 30 days written notice. Upon termination by the Company without Cause Mr. Rasamny is eligible to participate in the Company’s Amended and Restated Executive Severance Policy. 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.

  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 and the 2024 Stock Incentive Plan

    Acceleration of Equity Awards Pursuant to the 2016 Stock Incentive Plan and the 2024 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 2024 Stock Incentive Plan, which is administered by the Compensation Committee which is comprised of three non-employee members of the Board. Our named executive officers also have awards outstanding under the 2016 Stock Incentive Plan (as defined below). If awards granted under the 2024 Stock Incentive Plan or 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 under the 2016 Stock Incentive Plan 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. Other Compensation Policies

    Option Grant Practices Since the Compensation Committee approved a new construct beginning in June 2023, the Compensation Committee has not used awards of stock options as an element of employee compensation for our executive officers and other employees. We therefore (i) do not grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) we do not time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive compensation and (iii) we do not take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options. As stock options are not an element of employee compensation, we do not have a formal policy with respect to the timing of stock option grants, and we did not grant stock options or stock appreciation rights in 2024.

  32. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  33. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(s) | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Martin D. McNulty, Jr. | 2024 | 496,154 | — | — | — | 750,000 | 20,268 | 1,266,422 | | Chief Executive Officer(5) | 2023 | 467,789 | — | 403,043 | — | 712,500 | 20,136 | 1,603,468 | | Kirsten Hoover | 2024 | 415,000 | 225,000 | — | — | — | 17,808 | 657,808 | | Interim Chief Financial Officer(6) | 2023 | 393,269 | 207,500 | 358,513 | 90,282 | — | 1,484 | 1,051,049 | | Robert Rasamny | 2024 | 430,000 | 440,000 | — | — | — | 20,268 | 890,268 | | Chief Administrative Officer(7) | | | | | | | | | | Jason Soncini | 2024 | 430,000 | 260,000 | — | — | — | 17,732 | 707,732 | | General Counsel | 2023 | 430,000 | 250,000 | 589,533 | 158,612 | — | 17,464 | 1,445,609 |

  34. SUMMARY COMPENSATION TABLE

    ______________

  35. 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) For 2023, represents the aggregate grant date fair value of the restricted stock units granted to the named executive officers as part of the 2023 LTI Grants, 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, 2024. 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 had not been recorded in the Company’s financial statements as the outcome of the performance condition was not considered probable in 2023. As previously noted, together with the June 2023 PSUs, the restricted stock units 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. While disclosure of 2023 compensation for Mr. Rasamny is not required, because the restricted stock units granted as part of the 2023 LTI Grants, 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, we note that the grant date fair value of Mr. Rasamny’s restricted stock units granted in 2023 was $255,371 and, assuming the probable performance of his June 2023 PSUs was maximum performance, the grant date fair value would have been $510,742. While Mr. McNulty’s Potential 2023 PSU Payout resulted in a modification of Mr. McNulty’s June 2023 PSUs under the U.S. GAAP accounting rules in 2024, there was no incremental change in fair value with respect to Mr. McNulty’s June 2023 PSUs. 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 and Mr. Rasamny who was hired in May 2023, LTI awards in recognition of performance in 2022. Though granted in 2023, we refer to these as our “2022 LTI Grants” and this column includes those grants. 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. | | (3) Represents incentive payments made pursuant to our cash incentive compensation program. | | (4) The amounts shown for Ms. Hoover and Messrs. McNulty, Rasamny and Soncini include payments for additional medical insurance. | | (5) Mr. McNulty served as our interim Chief Executive Officer and was appointed permanent Chief Executive Officer on February 13, 2024. | | (6) Ms. Hoover was appointed Interim Chief Financial Officer on January 28, 2023. The 2023 salary was pro rated from Ms. Hoover’s appointment as Interim CFO. | | (7) Mr. Rasamny became a named executive officer for the first time in 2024. In accordance with SEC guidance, compensation prior to 2024 is not included in the table. |

  36. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2024 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 2024.

  37. 2024 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. | 83,334 | 166,666(1) | 3.73 | 3/10/2032 | 20,000(1) | 86,800 | — | — | | | — | — | — | | 58,286(2) | 252,961 | 247,712(3) | 1,075,070 | | Kirsten Hoover | — | — | — | | —(4) | — | — | — | | | 14,063 | 28,125(5) | 4.27 | 3/21/2033 | 8,485(5) | 36,825 | — | — | | | — | — | — | | 36,128(2) | 156,796 | 27,096(3) | 117,594 | | Robert Rasamny | — | — | | — | 36,930(2) | 160,276 | 27,698(3) | 120,207 | | Jason W. Soncini | 56,250 | — | 5.84 | 8/23/2031 | — | — | — | — | | | 75,000 | 37,500(4) | 3.58 | 3/8/2032 | 15,000(4) | 65,100 | — | — | | | 25,277 | 50,555(5) | 4.27 | 3/21/2033 | 30,503(5) | 132,383 | — | — | | | — | — | — | | 57,001(2) | 247,384 | 42,751(3) | 185,537 |

  38. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Vests 1/2 on each of March 10, 2025 and March 10, 2026. | | (2) Vests 1/2 on each of June 7, 2025 and June 7, 2026. | | (3) Represents the PSUs granted on June 7, 2023 at the threshold level of performance. | | (4) Vests on March 8, 2025. | | (5) Vests 1/2 on each of March 21, 2025 and March 21, 2026. |

  39. 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 | | | | | | | | | | 2024 | 1,266,422 | — | — | — | 689,971 | — | 44,845 | 2,001,237 | | 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 | | Former CEO | | | | | | | | | | 2022 | 543,556 | — | — | — | — | — | (387,000) | 156,556 | | Other NEOs | | | | | | | | | | 2024 | 751,936 | — | — | — | 119,112 | — | 62,253 | 933,301 | | 2023 | 1,273,111 | (400,861) | (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 |

  40. Relationship Between Compensation Actually Paid and Cumulative TSR

    Relationship Between Compensation Actually Paid and Cumulative TSR

  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.