ACACIA RESEARCH CORP (ACTG)
Sector: Financials
2026 Annual Meeting Analysis
ACACIA RESEARCH CORP · Meeting: June 23, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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
Molinelli has served since October 2022 (about 3.5 years), holds one outside public board seat (Algonquin Power), has no attendance issues, and the TSR underperformance gap of -44.3pp versus the XLI ETF does not breach the 65pp threshold required to trigger a vote against at ACTG's positive 3-year TSR level, so no policy trigger fires.
Felman joined in May 2024, which is less than 24 months before the meeting, making her exempt from the TSR underperformance trigger under our policy; she has relevant financial and real estate expertise and no attendance or overboarding concerns.
Kohlberg has served since May 2019 with strong IP commercialization expertise relevant to Acacia's business, the 3-year TSR gap of -44.3pp versus XLI does not breach the 65pp trigger threshold, and no attendance or overboarding issues are disclosed.
McNulty joined the board in February 2024 (less than 24 months before the meeting), making him exempt from the TSR underperformance trigger, and his Say on Pay analysis separately passes our policy screens, so no grounds for an against vote exist.
O'Connell has served since January 2019 with demonstrated financial expertise (CPA, former CFO) and chairs the Audit Committee; the 3-year TSR gap of -44.3pp versus XLI does not breach the 65pp trigger threshold applicable at ACTG's positive absolute 3-year TSR, and no attendance or overboarding issues are noted.
All five director nominees pass our policy screens: the 3-year TSR underperformance gap of -44.3 percentage points versus the XLI sector ETF falls short of the 65-point threshold required to trigger an against vote at ACTG's strong positive absolute 3-year return level; two newer directors (Felman and McNulty) are exempt from the TSR trigger having joined within the past 24 months; no overboarding, attendance, independence, or familial-relationship concerns were identified.
Say on Pay
✓ FORCEO
Martin D. McNulty, Jr.
Total Comp
$1,424,064
Prior Support
N/A
The CEO's total reported compensation of $1,424,064 — composed of $567,308 in salary, an $825,000 cash bonus, and $31,756 in other compensation — is reasonable for a CEO of a $490 million market cap industrials company; the salary component is approximately 40% of total pay, sitting at the boundary of the fixed-pay limit but supported by the absence of any equity grants in 2025 (the company ran a front-loaded grant program covering 2023 and 2024 that intentionally left 2025 grant-free). The annual bonus was awarded at 150% of base salary, which is within the contractual range of 100–150% and tied to a documented performance assessment including cost management, capital allocation, and strategic pipeline goals; while there are no long-term equity grants in 2025 to evaluate for performance conditions, this was a pre-disclosed structural feature of the multi-year grant cycle rather than a governance failure, and no prior-year Say on Pay vote result below 70% is disclosed that would require remediation.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,056,923
Non-Audit Fees
$147,835
Non-audit fees (audit-related fees of $100,700 plus tax fees of $47,135, totaling $147,835) represent approximately 7.2% of the core audit fee of $2,056,923, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Grant Thornton is a large national firm appropriate for a company of Acacia's size and complexity; no material restatements are disclosed.
Overall Assessment
The 2026 Acacia Research annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which pass our policy screens and receive a FOR vote determination. No stockholder proposals appear on this ballot, and no policy triggers relating to TSR underperformance, auditor independence, executive pay levels, or board governance concerns are activated.