Acacia Research Corp DEF 14A, filed Apr 30, 2026

Acacia Research Corp (ACTG)

DEF 14A 2026-04-30 For: 2026-06-23

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Added on June 12, 2026

About this DEF 14A

Acacia Research Corp filed this DEF 14A on April 30, 2026.

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o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


			Very truly yours,

			/s/ Gavin Molinelli
			Gavin Molinelli
			Chairman of the Board of Directors


			1			To elect five directors to serve on our Board of Directors until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
			2			To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
			3			To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement; and
			4			To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof.


			Sincerely,

			/s/ Jennifer Graff
			Jennifer Graff
			Secretary


			Acquisition and Structured Transaction Expertise Breadth and depth of experience in the Company's business
			Diverse Characteristics Gender Diversity
			Executive Experience Executive experience, including serving as senior executive within a complex organization
			Financial Reporting Experience overseeing the presentation of financial results as well as internal controls
			Marketing & Media Experience overseeing internal and external communications and engagement with stakeholders
			Public Company Experience Experience as a board member of other publicly traded companies
			Risk Management Experience overseeing complex risk management matters, including Cybersecurity
			Strategic Planning Experience driving the strategic direction and growth of an organization


Filed by the Registrant x
Filed by a Party other than the Registrant o


o			Fee paid previously with preliminary materials:
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


	Audit Committee	Compensation Committee	Nominating Governance & Sustainability Committee
Gavin Molinelli
Michelle Felman (Independent)
Isaac T. Kohlberg (Independent)
Martin D. McNulty, Jr.
Maureen O’Connell (Independent)
Geoff Ribar (Independent)
Ajay Sundar


A:			Stockholders will consider and vote by internet, mail, telephone, or virtually at the Annual Meeting, upon the following matters:


			•			Proposal No. 1: To elect five directors to serve on our Board until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) or until their respective successors are duly elected and qualified (which we also refer to as the “Director Election Proposal”);


			•			Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (which we also refer to as the “Auditors Ratification Proposal”); and


			•			Proposal No. 3: To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement (which we also refer to as the “Say-on-Pay Proposal”).


						For the Director Election Proposal, abstentions are not counted as votes “FOR” or “AGAINST” a director nominee and will have no effect in determining the outcome of the election of directors.
						For each of the other proposals, abstentions will have the same effect as a vote “AGAINST” such proposal.


Name	Age	Director Since	Positions with the Company
Gavin Molinelli	42	2022	Chairman & Director
Michelle Felman+^*	63	2024	Director
Isaac T. Kohlberg*+^	74	2019	Director
Martin D. McNulty, Jr.	48	2024	Director & Chief Executive Officer
Maureen O'Connell*+^	64	2019	Lead Independent Director


			•			Make recommendations to the Board about the appointment of directors to committees of the Board; and recommend the selection of chairs of these committees to the Board;

			•			Periodically review and evaluate the criteria and qualifications for Board membership, including standards for assessing independence;

			•			Identify and consider candidates, including those recommended by stockholders, to fill positions on the Board, and assess the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board;

			•			Recommend to the Board candidates for election or reelection at each annual meeting of stockholders or nominees for election to fill interim vacancies on the Board and evaluate and recommend to the Board the termination of members of the Board as appropriate, in accordance with the Board’s governance principles, for cause or for other proper reasons;

			•			Review periodically and make recommendations to the Board regarding the Company’s succession plans for the Board;

			•			Annually review the Company’s corporate governance processes, and its governance principles, including such issues as the Board’s organization, membership terms, and the structure and frequency of Board meetings, and recommend appropriate changes to the Board;

			•			Evaluate the composition, size, tenure, organization and governance of the Board and its committees and take steps and make recommendations to the Board as necessary;

			•			Monitor and oversee the functions of the Board and its committees, as set forth in their respective charters, and coordinate and oversee annual evaluations of the Board’s performance and procedures, including an evaluation of individual directors, and of the Board’s committees;

			•			Annually review the Committee’s own performance against the responsibilities outlined in the Charter and as otherwise established by the Board;

			•			Administer the Company’s Corporate Governance Guidelines, Corporate Codes of Conduct, the Company’s Prevention of Insider Trading Policy and the Company’s Insider Trading Policy for Company Securities, and annually review and assess the adequacy of such policies and recommend any material proposed changes to the Board;


x			No fee required.


•						committed to enhancing long-term stockholder value;

•						a high level of integrity, personal and professional ethics and sound business judgment;

						be free of any conflicts of interest which would violate applicable laws, rules, regulations or listing standards, conflict with any of the Company’s corporate governance policies or procedures, or interfere with the proper performance of his or her responsibilities;

•						possess experience, skills and attributes which enhance his or her ability to perform duties on behalf of the Company;

•						have the ability and willingness to devote the necessary time and effort to perform the duties and responsibilities of Board membership;

•						demonstrate an understanding that his or her primary responsibility is to the stockholders of the Company, and that his or her primary goal is to serve the best interests of those stockholders.


	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


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Gavin Molinelli(3)	120,000	120,002	—	—	—	—	240,002
Michelle Felman	80,000	120,002					200,002
Isaac T. Kohlberg	100,000	120,002	—	—	—	—	220,002
Maureen O'Connell	130,000	120,002	—	—	—	—	250,002
Geoff Ribar(4)	95,000	120,002	—	—	—	—	215,002
Ajay Sundar(3)(4)	80,000	120,002					200,002



			•			Review periodically with the Company’s Chief Executive Officer and the Board, the succession plans relating to positions held by senior executives and make recommendations to the Board regarding the selections of individuals to fill these positions;

			•			Evaluate stockholder proposals properly submitted to the Company for consideration at the annual meeting of stockholders and provide appropriate oversight of the handling of such proposals;

			•			Oversee the continuing education of Company directors and the orientation of new directors;

			•			Monitor and review the overall adequacy of, and provide oversight with respect to, the Company’s ESG strategy, initiatives, policies and systems, which will include receiving periodic reports regarding the Company’s ESG efforts and progress from members of management responsible for implementation and oversight of these strategies, initiatives, policies and systems and adopting and implementing such initiatives, policies and systems as the case may be; and

			•			Review and evaluate the Company’s programs, practices and reporting relating to climate-related risks and opportunities.


(1)			Includes annual cash retainers for service on the Board and as the chair of any committee thereof.
(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, 2025 filed with the SEC on March 12, 2026. The 32,172 restricted stock units granted to each of Messrs. Molinelli, Kohlberg, Ribar and Sundar and Mses. Felman and O’Connell as part of the 2025 annual grant, remained outstanding and unvested at the end of fiscal year 2025.
(3)			Messrs. Molinelli and Sundar elected to receive their cash fees as shares of our common stock. The shares for fees earned in the first, second, third and fourth quarter were issued as of the end of 2025.
(4)			Messrs. Ribar and Sundar are not standing for re-election at the Annual Meeting.


Period:	Audit Fees(1) ($)	Audit Related Fees(2) ($)	Tax Fees(3) ($)
Fiscal Year Ended December 31, 2025	2,056,923	100,700	47,135
Fiscal Year Ended December 31, 2024	1,667,213	50,880	67,560


(1)			Includes fees for professional services rendered for the audit of our annual consolidated financial statements included in our Form 10-K, consent fees, and for reviews of our consolidated financial statements included in our quarterly reports on Form 10-Q.
(2)			Includes fees for professional services rendered for audit related work performed for certain stand-alone operating subsidiaries during the period.
(3)			Includes fees for professional services rendered in connection with tax related provision work, research, compliance and consulting.


Beneficial Owner	Common Stock, Restricted Stock and Restricted Stock Units(3)	Shares of Common Stock Issuable Upon Exercise of Options(3)	Amount of Direct Beneficial Ownership of Common Stock	Amount of Indirect Beneficial Ownership of Commons Stock	Percent of Class(1)

Named Executive Officers
Martin D. McNulty, Jr.	166,403	250,000	416,403	—	*
Michael Zambito(2)	7,700	—	7,700	—	*
Robert Rasamny	42,081	—	42,081	—	*
Jason W. Soncini	191,551	244,582	436,133	—	*
Directors and Director Nominees:
Gavin Molinelli	174,476	—	174,476	—	*
Michelle Felman	55,293	—	55,293	—	*
Isaac T. Kohlberg	85,446	—	85,446	—	*
Maureen O’Connell	272,603	—	272,603	—	*
Geoff Ribar(3)	85,827	—	85,827	—	*
Ajay Sundar(3)	103,430	—	103,430	—	*
All Directors and Executive Officers as a Group (10 persons)(4)	1,184,810	494,582	1,679,392	—	1.74	%


(1)			The percentage of shares beneficially owned is based on 96,589,132 shares of our common stock outstanding as of the Record Date. Beneficial ownership is determined under the rules and regulations of the SEC. Shares of common stock that may be acquired within 60 days after the Record Date, pursuant to the exercise of options, warrants or other rights, are deemed to be outstanding and beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and the percentage ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, we believe that such persons have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
(2)			Mr. Zambito was hired on June 24, 2025.
(3)			Messrs. Ribar and Sundar are not standing for re-election at the Annual Meeting.
(4)			The column titled “Common Stock Restricted Stock and Restricted Stock Units” does not exclude any RSUs from beneficial ownership. The column title “Share of Common Stock Issuable Upon Exercise of Options” does not exclude any option to purchase shares of common stock.


Ownership of Common Stock	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Total	Percent of Class(1)
5% Stockholders:
Starboard Value LP(2)	61,123,595	—	61,123,595	—	61,123,595	63.282	%


(1)			The percentage of shares beneficially owned is based on 96,589,132 shares of our common stock outstanding as of the Record Date. Beneficial ownership is determined under rules and regulations of the SEC.
(2)			The beneficial owner’s address is 777 Third Avenue, 18th Floor, New York, New York, 10017. These securities are held by various managed accounts and funds to which Starboard serves as the investment manager, including, without limitation, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Account Managed by Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd, and Starboard X Master Fund Ltd. Starboard also serves as the manager of Starboard Value and Opportunity S LLC. Starboard Value R LP acts as the general partner of Starboard Value and Opportunity C LP. Starboard Value L LP acts as the general partner of Starboard Value and Opportunity Master Fund L LP. Starboard Value GP LLC (“Starboard Value GP”) acts as the general partner of Starboard. Starboard Principal Co LP (“Principal Co”) acts as a member of Starboard Value GP. Starboard Principal Co GP LLC (“Principal GP”) acts as the general partner of Principal Co. Each of Jeffrey C. Smith and Peter A. Feld acts as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the foregoing disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein.


			•			Martin D. McNulty, Jr., our Chief Executive Officer, appointed interim Chief Executive Officer on November 1, 2022, and appointed Chief Executive Officer on February 13, 2024
			•			Michael Zambito, our Principal Accounting Officer and Chief Financial Officer, appointed on June 24, 2025.
			•			Robert Rasamny, our Chief Administrative Officer, appointed on May 9, 2023
			•			Jason W. Soncini, our General Counsel, appointed on March 16, 2021
			•			Kirsten Hoover, served as our Principal Accounting Officer and Interim Chief Financial Officer from January 28, 2023 through June 23, 2025.


Name of Executive	Position	Base Salary ($)(4)
Martin D. McNulty, Jr.(1)	Chief Executive Officer	550,000
Michael Zambito(2)	Chief Financial Officer	450,000
Robert Rasamny	Chief Administrative Officer	430,000
Jason W. Soncini	General Counsel	430,000
Kirsten Hoover(3)	Former Interim Chief Financial Officer	345,000


(1)			Mr. McNulty’s annual base salary was increased from $500,000 to $550,000 based on performance and compensation benchmarking.
(2)			Mr. Zambito was hired June 24, 2025. The base salary reflected in this table represents his annualized salary.
(3)			Ms. Hoover was appointed Interim Chief Financial Officer on January 28, 2023 and served through June 23, 2025. The base salary reflected in this table represents her annualized salary for 2025 which includes a base annual salary as Controller plus an additional $11,667 per month in compensation during her tenure as interim Chief Financial Officer and Principal Accounting Officer.
(4)			No other salaries were increased during fiscal year 2025.


Named Executive Officer	Potential Annual Bonus Range (as percentage of base salary) (%)	2025 Bonus Earned ($)	2025 Annual Bonus Earned (as percentage of base salary) (%)
Martin D. McNulty, Jr.	100% - 150%	825,000	150	%


(1)			Mr. Zambito was hired on June 24, 2025 and his 2025 Bonus Earned represents 53% of his prorated base salary. Mr. Zambito’s performance in 2025 warranted a bonus slightly higher than his target bonus.
(2)			Mr. Rasamny’s performance in 2025 warranted a bonus slightly above the high end of his Bonus Range.


(3)			Mr. Soncini’s performance in 2025 warranted a bonus above the high end of his Bonus Range; however, it was determined that because he would received a larger portion of his 2025 total compensation as long-term incentive compensation, his 2025 bonus payout would be at 60% of his base salary.
(4)			Ms. Hoover’s performance in 2025 warranted a bonus slightly above the high end of her Bonus Range.


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


(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 could 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 were 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 was met at (a) less than the threshold level, 0% of the PSUs would be earned, (b) the threshold level, 50% of the target PSUs would be earned, (c) the target level, 100% of the target PSUs would be earned, (d) at the stretch level, 150% of the target PSUs would be earned and (e) at the maximum level or above, 200% of the target PSUs would be earned. Such number of PSUs that were 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.


•			5X for the Chief Executive Officer and the President;
•			3X for all other employees with a “Chief” or “Executive Vice President” title and members of the Board; and
•			1X for any other “executive officers” not addressed above.


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.	2025	567,308	825,000	—	—	—	31,756	1,424,064
Chief Executive Officer(5)	2024	496,154	—	—	—	750,000	20,268	1,266,422

Michael Zambito	2025	231,923	120,000	—	—	—	18,750	370,673
Chief Financial Officer(6)	2024	—	—	—	—	—	—	—

Robert Rasamny	2025	446,538	440,000	—	—	—	31,756	918,294
Chief Administrative Officer	2024	430,000	440,000	—	—	—	20,268	890,268

Jason Soncini	2025	446,538	260,000	—	—	—	30,936	737,474
General Counsel	2024	430,000	260,000	—	—	—	17,732	707,732

Kirsten Hoover	2025	361,500	225,000	—	—	—	27,896	614,396
Former Interim Chief Financial Officer(7)	2024	415,000	225,000	—	—	—	17,808	657,808


(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), and for 2025, reflect an additional pay period during the year due to the timing of the bi-weekly payroll calendar.
(2)			For 2024, 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, 2023 and 2024, therefore, no grants were made in 2024. The Company’s long-term incentive program for 2025 will be made in 2026 as back-loaded grants covering 2025 and 2026.
(3)			Represents incentive payments made pursuant to our cash incentive compensation program.
(4)			The amounts shown for Ms. Hoover and Messrs. McNulty, Rasamny, Soncini and Zambito 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)			Mr. Zambito was hired and appointed Chief Financial Officer on June 24, 2025, and the 2025 salary and 2025 bonus were pro rated from Mr. Zambito’s hire date.
(7)			Ms. Hoover served as Interim Chief Financial Officer from January 28, 2023 through June 23, 2025. The 2025 salary was pro rated through the end of Ms. Hoover’s service as Interim CFO on June 23, 2025 and for her service as Controller from June 24, 2025 through the end of 2025.