Acacia Research Corp PRE 14A, filed Apr 1, 2022

Audit

Committee

Compensation

Committee

Nominating, Governance

and Sustainability

Committee

Strategic

Committee

Maureen O’Connell

(Independent)

Clifford Press

(Chief Executive Officer)

Katharine Wolanyk

(Independent)

Isaac T. Kohlberg

(Independent)

Jonathan Sagal

(Independent)

Acacia Research Corp (ACTG)

PRE 14A 2022-04-01 For: 2022-04-01

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	1.	To elect five directors to serve on our Board of Directors until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
	2.	To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
	3.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
	4.	To approve an amendment to the 2016 Acacia Research Corporation Stock Incentive Plan, as amended (the “2016 Plan”), to increase the number of shares of common stock authorized to be issued pursuant to the 2016 Plan from 5,125,390 to [●];
	5.	To amend and restate our Certificate of Incorporation to permit stockholders to act by written consent; and
	6.	To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof.

	Very truly yours,


	Clifford Press
	Chief Executive Officer & President

	By Order of the Board of Directors Sincerely,

	Clifford Press
	Chief Executive Officer & President

	Transactional, Intellectual Property and Financial Expertise Breadth and depth of experience in the Company’s business
	Diverse Characteristics Gender Diversity, International Background
	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

Name	Age	Director Since	Positions with the Company
Maureen O'Connell^*+#	60	2019	Chairman, Director
Clifford Press	68	2018	CEO, President, Director
Katharine Wolanyk^{*+^}	58	2019	Director
Isaac T. Kohlberg*^{+^#}	70	2019	Director
Jonathan Sagal^{^#}	40	2019	Director

	•	Establish criteria and qualifications for Board membership, including standards for assessing independence;

	•	Identify and consider candidates, including those recommended by stockholders and others, 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;

	•	Annually review our corporate governance processes, and our 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;

	•	Administer our corporate Codes of Conduct and annually review and assess the adequacy of the corporate Codes of Conduct and recommend any proposed changes to the Board. Specifically, the Nominating, Governance and Sustainability Committee shall discuss with management its compliance with the corporate Codes of Conduct, including any insider and affiliated party transactions, and our procedures to monitor compliance with the corporate Codes of Conduct;

	•	Review periodically with our 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;

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

	•	Monitor 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;

	•	Review and discuss with management disclosure of the Company's corporate governance practices, director independence and the director nominations process, and recommend that this disclosure be included in the Company's proxy statement or annual report on Form 10-K, as applicable; and

	•	Assess annually the performance of the duties specified in the Nominating, Governance and Sustainability Committee Charter by the Nominating, Governance and Sustainability Committee and its individual members.

	•	Review and evaluate the Company’s programs, practices and reporting relating to ESG (Environmental, Social and Governance) issues, including the Company’s Human Rights, Environmental, and related policies, and impacts to support the sustainable growth of the Company’s business.

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

	•	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.

Beneficial Owner	Common Stock, Restricted Stock and Restricted Stock Units	Shares of Common Stock Issuable Upon Exercise of Options	Amount of Direct Beneficial Ownership of Common Stock	Amount of Indirect Beneficial Ownership of Commons Stock		Percent of Class⁽¹⁾
Named Executive Officers⁽²⁾:
Clifford Press⁽³⁾	488,462	–	38,462	–		*
Lawrence Wesley Golby⁽⁴⁾	245,000	362,500	152,500	6,700	⁽⁵⁾	*
Marc W. Booth⁽⁶⁾	319,684	362,500	327,184	–		*
Richard Rosenstein⁽⁷⁾	191,900	225,000	96,734	–		*
Jason W. Soncini⁽⁸⁾	123,500	168,750	52,250			*
Directors:
Maureen O’Connell	160,575	–	160,575	–		*
Katharine Wolanyk	135,575	–	135,575	–		*
Isaac T. Kohlberg	4,418	–	4,418	–		*
Jonathan Sagal	97,343	–	67,343	–		*
All Directors and Executive Officers as a Group (eight persons)	1,766,457	1,118,750	1,035,041	6,700		2.23%

(1)	The percentage of shares beneficially owned is based on [ ] 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)	The address for each of our directors and executive officers is our principal executive office located at Acacia Research Corporation, 767 Third Avenue, Suite 602, New York, NY 10017.
(3)	Mr. Press holds 450,000 restricted stock units (“RSUs”) which will vest on September 22, 2022 if certain performance objectives based on absolute rates of return with respect to the Company's common stock are achieved by that date. These RSUs do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(4)	Mr. Golby holds 45,000 RSUs and an option to purchase 112,500 shares of common stock which vest in equal installments over a three-year period until the Company’s 2024 Annual Meeting of Stockholders, 30,000 of such RSUs and 75,000 of the shares subject to such option do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; 100,000 RSUs and an option to purchase 250,000 shares of common stock granted on March 8, 2022 which vest in equal installments over a three-year period measured from the grant date, none of which vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(5)	These shares are held in trusts for the benefit of Mr. Golby’s minor children and for which Mr. Golby is an investment advisor.
(6)	Mr. Booth holds 45,000 RSUs and an option to purchase 112,500 shares of common stock that will vest in equal installments over a three-year period until the Company’s 2024 Annual Meeting of Stockholders. 30,000 of these RSUs and 75,000 of the shares subject to the option do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership. On March 8, 2022, Mr. Booth was granted 100,000 RSUs and an option to purchase 250,000 shares of common stock which will vest in equal installments over a three-year period measured from the grant date. None of these RSUs or shares subject to the option will vest within 60 days of the Record Date, 2022 and are therefore excluded from beneficial ownership.
(7)	Mr. Rosenstein holds 76,900 RSUs which were granted in 2020 and vest in equal installments over a three-year period through June 4, 2023, 57,666 of which do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; holds 45,000 RSUs and an option to purchase 112,500 shares of common stock which will vest in equal installments over a three-year period through the Company’s 2024 Annual Meeting of Stockholders; 30,000 of such RSUs and 75,000 of the shares subject to option do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; was granted 45,000 RSUs and an option to purchase 112,500 shares on March 8, 2022 which will vest in equal installments over a three-year period measured from the grant date, none of which vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(8)	Mr. Soncini holds 45,000 RSUs which vest in equal installments over a three-year period through March 16, 2024, 30,000 of which do not vest within 60 days following of the Record Date and are therefore excluded from beneficial ownership; 22,500 RSUs and an option to purchase 56,250 shares of common stock which will vest over a three-year period through the Company’s 2024 Annual Meeting of Stockholders, 15,000 of such RSUs and 37,500 of the shares subject to such option do not vest within 60 days of the Record Date and are therefore excluded from beneficial ownership; 45,000 RSUs and an option to purchase 112,500 shares of common stock granted on March 8, 2022 which will vest in equal installments over a three-year period measured from the grant date, none of which vest within 60 days of the Record Date and are therefore excluded from beneficial ownership.
(9)	The amount beneficially owned by the executive officers and directors as a group consists of an aggregate of 1,035,041 shares of our common stock.

Beneficial Owner	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Ownership	Total	Percent of Class⁽¹⁾
Greater than 5% Stockholders:
BlackRock, Inc.⁽²⁾	3,323,277	–	3,371,746	–	3,371,746	3,371,746	7.26%
Invesco Ltd.⁽³⁾	2,585,291	–	2,591,409	–	2,591,409	2,591,409	5.58%

(1)	The percentage of shares beneficially owned is based on [ ] shares of our common stock outstanding as of the Record Date. Beneficial ownership is determined under rules and regulations of the SEC.
(2)	The information reported is based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 1, 2022. According to the Schedule 13G/A, the address for BlackRock Inc. is 55 East 52nd Street, New York, New York 10055.
(3)	The information reported is based solely on a Schedule 13G/A filed with the SEC by Invesco Ltd. on February 9, 2022. According to the Schedule 13G/A, the address for Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.

(1)	The percentage of shares beneficially owned is based on 350,000 shares of Series A Preferred Stock outstanding as of the Record Date. Beneficial ownership is determined under rules and regulations of the SEC.
(2)	These securities are held by various managed accounts and funds to which Starboard Value 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 Value 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 Value. 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.
(3)	Represents the voting power of the Series A Preferred Stock calculated on an as-converted basis, based on a conversion price of $3.65.

	•	Clifford Press, our Chief Executive Officer & President
	•	Lawrence Wesley Golby, our Chief Investment Officer
	•	Marc W. Booth, our Chief Intellectual Property Officer
	•	Richard Rosenstein, our Chief Financial Officer
	•	Jason W. Soncini, our General Counsel
	•	Alfred V. Tobia, Jr., our former President and Chief Investment Officer (resigned September 9, 2021)

Name of Executive	Position	Base Salary ($)
Clifford Press	Chief Executive Officer & President		475,000
Lawrence Wesley Golby⁽¹⁾	Chief Investment Officer		415,000
Marc W. Booth	Chief Intellectual Property Officer		425,000
Richard Rosenstein	Chief Financial Officer		425,000
Jason W. Soncini⁽²⁾	General Counsel		430,000
Alfred V. Tobia, Jr.⁽³⁾	Former President and Chief Investment Officer		475,000

(1)	Mr. Golby was appointed Chief Investment Officer, effective March 10, 2022. Previously, Mr. Golby had served as the Director of Research of the Company.
(2)	Mr. Soncini was appointed General Counsel, effective March 16, 2021.
(3)	Mr. Tobia resigned on September 9, 2021.

Named Executive Officer		Discretionary Bonus ($)
Clifford Press⁽¹⁾		712,500
Lawrence Wesley Golby⁽²⁾		622,500
Marc W. Booth⁽³⁾		212,500
Richard Rosenstein⁽⁴⁾		283,200
Jason W. Soncini ⁽⁵⁾		150,500
Alfred V. Tobia, Jr.⁽⁶⁾		–

(1)	Mr. Press was paid a bonus equal to 150% of his annual salary. Mr. Press met the targets established in his Employment Agreement (as defined below) to earn a bonus in the amount equal to 150% of his annual salary.
(2)	Mr. Golby was paid a bonus equal to 150% of his annua salary. Mr. Golby met the targets set by the Board to earn a bonus in the amount of 150% of his annual salary.
(3)	Mr. Booth was paid a bonus equal to 50% of his annual salary. Mr. Booth met the targets set by the Board to earn a bonus in the amount of 50% of his annual salary.
(4)	Mr. Rosenstein was paid a bonus equal to 50% of his annual salary. Mr. Rosenstein met the targets set by the Board to earn a bonus in the amount of 50% of his annual salary.
(5)	Mr. Soncini was paid a bonus equal to 35% of his annual salary. Mr. Soncini met the targets set by the Board to earn a bonus in the amount of 35% of his annual salary.
(6)	Mr. Tobia resigned on September 9, 2021 and did not receive a discretionary bonus for 2021.

Name	Restricted Stock Units	Restricted Stock Awards	Number of Fair Market Priced Options
Clifford Press	–	–	–
Lawrence Wesley Golby^(1)(2)(3)	45,000	80,000	112,500
Marc W. Booth⁽¹⁾⁽²⁾	45,000	–	112,500
Richard Rosenstein⁽¹⁾⁽²⁾	45,000	–	112,500
Jason W. Soncini⁽²⁾⁽⁴⁾	67,500	–	56,250
Alfred V. Tobia, Jr.	–	–	–

(1)	The RSUs vest in equal installments over a three-year period through the Company’s 2024 Annual Meeting of Stockholders.
(2)	The shares of common stock subject to the options vest in equal installments over a three-year period through the Company’s 2024 Annual Meeting of Stockholders.
(3)	The restricted stock awards vest in three equal installments on each of August 1, 2021, August 1, 2022 and August 1, 2023.
(4)	45,000 of the RSUs vest in equal installments over a three-year period beginning from the grant date. 22,500 of the RSUs vest in equal installments over a three-year period through the Company’s 2024 Annual Meeting of Stockholders.

Name and Principal Position(s)	Year		Salary ($)		Bonus ($)⁽¹⁾		Option Awards⁽²⁾		Stock Units ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽⁶⁾		Total ($)
Clifford Press		2021		475,000		–		–		–		712,500		–		16,160		1,203,660
Chief Executive		2020		475,000		–		–		–		712,500		–		12,924		1,200,424
Officer & President

Wesley Golby		2021		415,000		–		–		262,800		622,500		–		9,120		1,752,620
Director of Research		2020		159,615		–		–		–		172,900		–		–		332,515

Marc W. Booth		2021		425,000		–		–		262,800		212,500		–		7,736		908,036
Chief IP Officer		2020		387,788		10,000		–		–		318,750		–		–		1,103,539

Richard Rosenstein		2021		425,000		–		–		262,800		283,200		–		16,160		987,160
Chief Financial		2020		238,654		10,000		–		275,935		425,000		–		74,000		1,023,589
Officer⁽⁴⁾

Jason Soncini		2021		345,654		–		–		406,350		150,500		–		12,488		914,992
General Counsel		2020		–		–		–		–		–		–		–		–

Alfred V. Tobia, Jr⁽⁵⁾		2021		345,288		–		–		–		–		–		11,936		357,224
Former Chief		2020		475,000		–		–		–		712,500		–		12,924		1,200,424
Investment Officer & President

(1)	The amounts shown for Messrs. Rosenstein and Booth represent a discretionary bonus received in connection with Messrs. Rosenstein and Booth’s contributions toward the Company’s achievement of certain strategic objectives during the fiscal year ended December 31. 2020.
(2)	Stock awards consist of restricted stock awards. Stock Units consist of restricted stock units. Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown represent the aggregate grant date fair value related to equity-based awards granted to the named executive officers during the years indicated, as determined, for financial statement purposes, pursuant to ASC Topic 718. The method used to calculate the aggregate grant date fair value of equity-based 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, 2021.
(3)	Represents incentive payments made pursuant to our cash incentive compensation program and other discretionary bonuses.
(4)	Mr. Rosenstein was engaged as a consultant to the Company from April 1, 2020 – May 28, 2020. Compensation Mr. Rosenstein received as part of his consulting agreement with the Company is listed in All Other Compensation.
(5)	Mr. Tobia was employed by the Company as President and Chief Investment Officer from September 3, 2019 through September 9, 2021. Payments he received upon termination are listed in All Other Compensation.
(6)	The amounts shown for Messrs. Press, Rosenstein, Booth, Soncini, Golby and Tobia represent payments for additional medical insurance benefits.

(1)	[Fully vested date assuming continued employment through the final vest date. The restricted stock units for Mr. Press vest only if certain performance objectives based on absolute rates of return with respect to the Company's common stock are achieved by September 22, 2022].
(2)	The fair market value of a share of our common stock is assumed to be $5.13, which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2021, the last trading day of 2021.
(3)	Option Expiration Date assuming continued employment through the final vest date.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options (#)	(b) Weighted- average exercise price of outstanding options ($)	(c) Number of securities remaining available for future issuance under equity compensation plans (#) (excluding securities reflected in column (a))
Equity compensation plans approved by security holders:
2013 Acacia Research Stock Incentive Plan⁽¹⁾	41,667	3.43	255,038
2016 Acacia Research Stock Incentive Plan⁽²⁾	513,750	5.79	2,160,007
Subtotal	555,417	5.61	2,415,045

(1)	The initial share reserve under the 2013 Plan, was 4,750,000 shares of our common stock. Column (a) excludes non-vested restricted stock awards and restricted stock units outstanding at December 31, 2021. In June 2016, 625,390 shares of common stock available for issuance under the 2013 Stock Plan were transferred into the 2016 Stock Plan.
(2)	The initial share reserve under the 2016 Plan was 4,500,000 shares plus 625,390 shares of common stock available for issuance under the 2013 Plan. No new additional shares will be added to the 2016 Plan without stockholder approval (except for shares subject to outstanding awards that are forfeited or otherwise returned to the 2016 Plan).

[ ], 2022	By Order of the Board of Directors,

	Jennifer Graff
	Corporate Secretary