Ajay Sundar
About Ajay Sundar
Ajay Sundar, 33, has served as a director of Acacia Research Corporation since February 2024. He is a Managing Director at Starboard Value; prior roles include Investment Banking Analyst in Citigroup’s Consumer & Retail group. He holds a B.S. in Commerce from the University of Virginia’s McIntire School of Commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starboard Value LP | Managing Director | August 2015–present | Activist/value investing experience; capital allocation oversight |
| Citigroup (Consumer & Retail IB) | Investment Banking Analyst | Prior to August 2015 | Transaction execution support |
| Acacia Research Corporation | Director | Since February 2024 | Board oversight; no committee memberships (see Board Governance) |
External Roles
No other public company directorships disclosed for Sundar in the proxy .
Board Governance
- Committee assignments: Sundar is not a member of the Audit, Compensation, or Nominating, Governance & Sustainability (NGS) Committees. Audit: O’Connell (Chair), Kohlberg, Ribar; Compensation: Kohlberg (Chair), Felman, O’Connell; NGS: Ribar (Chair), Felman, Kohlberg .
- Independence: The Board determined Felman, Kohlberg, O’Connell, and Ribar are independent; Sundar is not listed as independent (he is affiliated with Starboard, the controlling shareholder) .
- Attendance: In FY2024 the Board met 11 times and its committees met 10 times; no incumbent director attended fewer than 75% of applicable meetings .
- Board leadership: Independent Lead Director is Maureen O’Connell; Chair is Gavin Molinelli; CEO is Martin D. McNulty Jr. .
Fixed Compensation
Director fee structure and Sundar’s FY2024 actuals.
| Component | Amount/Detail |
|---|---|
| Board member annual cash retainer | $80,000 |
| Chair additional annual retainer | $40,000 |
| Lead Independent Director additional | $25,000 |
| Audit Committee Chair additional | $25,000 |
| Compensation Committee Chair additional | $20,000 |
| NGS Committee Chair additional | $15,000 |
| Strategic Committee (disbanded Feb 2024) member/chair | $80,000 / $10,000 |
| Sundar – Fees Earned/Paid in Cash (prorated for service beginning Feb 13, 2024) | $70,000 |
| Sundar – Elected to receive cash fees in equity | Yes (fees for Q1–Q3 issued by year-end 2024; Q4 pending window) |
Performance Compensation
No director performance-based metrics were disclosed; equity is time-vested RSUs.
| Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting | Status at FY2024 |
|---|---|---|---|---|---|
| Onboarding RSUs (prorated) | Service Feb 13–May 21, 2024 | 5,252 | Included in $149,829 stock awards total | Vested on May 21, 2024 (2024 Annual Meeting) | Vested |
| Annual RSU grant | May 21, 2024 (2024 Annual Meeting) | 23,121 | $120,000 grant-date fair value (prorated) | Vests on date of 2025 Annual Meeting | Outstanding and unvested at FY2024 |
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Note |
|---|---|---|
| Starboard Value LP | Sundar is Managing Director | Starboard beneficially owns ~63.613% of ACTG; historic governance designation rights (now terminated) and a Services Agreement (expense-reimbursement) reviewed/approved by the independent Audit Committee . |
Expertise & Qualifications
- Financial and investment expertise (Starboard MD), transaction experience (Citigroup IB) .
- Education: B.S. in Commerce, UVA McIntire .
- Strategic planning and capital allocation perspective aligned with ACTG’s opportunistic acquisition strategy .
Equity Ownership
| Category | Amount |
|---|---|
| Common Stock, Restricted Stock and RSUs (total) | 39,287 |
| Shares issuable upon exercise of options | — (none) |
| Direct beneficial ownership (common) | 16,166 |
| Indirect beneficial ownership | — |
| Unvested RSUs outstanding at FY2024 | 23,121 |
| Ownership as % of shares outstanding | Less than 1% |
- Stock ownership guidelines: Directors must own equity valued at 3x their base annual cash retainer; compliance status by director not disclosed .
Additional Shareholder Signals
| Item | Outcome |
|---|---|
| 2025 Director election votes – Ajay Sundar | For: 77,803,609; Against: 279,129; Abstain: 17,378; Broker non-votes: 7,460,267 |
| 2025 Say-on-Pay (executives) | For: 76,303,416; Against: 794,618; Abstain: 1,002,082; Broker non-votes: 7,460,267 |
Governance Assessment
-
Alignment positives
- Directors can elect to take fees in equity; Sundar elected equity for his cash fees, modestly improving ownership alignment .
- RSU grants are standard and time-vested; onboarding award vested promptly with annual RSUs vesting at the next annual meeting, aligning value to ongoing service .
- Board leadership and all three key committees (Audit, Compensation, NGS) are fully independent; Lead Independent Director structure is in place .
-
Potential conflicts and risk indicators
- Starboard is the controlling shareholder (~63.613%); Sundar is a Starboard MD and the Board does not identify him as independent—this is a material interlock and potential conflict requiring continued oversight and robust recusal practices .
- Historic governance rights for Starboard (designation rights, now terminated) and the continuing Services Agreement (expense-reimbursement, indemnities) create related-party exposure; mitigating factor is independent Audit Committee review and approval .
- NOL protective charter provisions extended in 2025 restrict stock transfers above 4.899% thresholds; could deter some investors and has potential anti-takeover effects—requires careful investor communications .
-
Attendance and engagement
- Board and committee activity was robust in FY2024 (21 total meetings); no director fell below 75% attendance threshold, supporting baseline engagement .
-
Compensation and ownership alignment
- Sundar’s FY2024 pay is primarily retainer plus RSUs ($70,000 cash fees; $149,829 stock awards), with no options or performance-linked director metrics disclosed—typical for non-employee directors, but performance linkage is limited for directors .
- Ownership remains small relative to float; continued equity receipt and guideline compliance will be important to strengthen alignment .
-
RED FLAGS
- Affiliation with controlling shareholder (Starboard) while serving on the Board and not being independent increases conflict-of-interest risk; continued reliance on independent committees and recusals is critical .
- Related-party Services Agreement with Starboard (indemnification and expense reimbursements), albeit approved by independent Audit Committee, warrants ongoing monitoring for fairness and necessity .
- NOL transfer restrictions (4.899% cap) may have anti-takeover and marketability implications; investors should monitor Board use of waiver authority and communication around these provisions .
Overall: Sundar brings investment and transaction experience aligned with ACTG’s strategy. Independence concerns due to Starboard affiliation are mitigated by independent committee structures and clear disclosure, but remain the key governance risk to monitor, along with related-party arrangements and continued progress toward stronger personal ownership alignment .