Gavin Molinelli
About Gavin Molinelli
Gavin T. Molinelli, 41, is Chairman of the Board at Acacia Research (ACTG) and a director since October 2022. He is a Senior Partner and Co‑Portfolio Manager at Starboard Value LP, ACTG’s controlling shareholder, and previously worked in technology investment banking at Banc of America Securities and as a Director/Investment Analyst at Ramius LLC; he holds a B.A. in Economics from Washington and Lee University . The Board identifies four current directors as “independent” (Kohlberg, Ribar, Felman, O’Connell); Mr. Molinelli is not included in this group and is therefore not independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banc of America Securities LLC (Technology Investment Banking) | Investment Banking team member | Prior to Oct 2006 | Technology-sector transaction experience |
| Ramius LLC (Value & Opportunity platform) | Director and Investment Analyst | Oct 2006–2011 | Fundamental investing background prior to Starboard formation |
| Forest City Realty Trust (NYSE: FCEA) | Director | Apr 2018–Dec 2018 (acquired by Brookfield) | Public REIT oversight through sale process |
| Wausau Paper Corp. (NYSE: WPP) | Director | Jul 2014–Jan 2016 (acquired) | Industrial operations exposure; sale to SCA Tissue North America |
| Depomed/Assertio Therapeutics (NASDAQ: ASRT) | Director | Mar–Aug 2017 | Specialty pharma governance |
| Actel Corporation (NASDAQ: ACTL) | Director | Prior period (not dated) | Semiconductor industry governance experience |
External Roles
| Organization | Role | Status/Date | Notes |
|---|---|---|---|
| Starboard Value LP | Senior Partner & Co‑Portfolio Manager | Current | Affiliation with ACTG controlling shareholder |
| Algonquin Power & Utilities Corp (TSX/NYSE: AQN) | Director (appointed) | Mar 2025 | Appointment subject to FERC approval |
Board Governance
- Role: Chairman of the Board; Board separates Chairman and CEO roles (CEO: Martin D. McNulty Jr.) to promote governance effectiveness .
- Independence: Majority of the Board is independent (Felman, Kohlberg, O’Connell, Ribar); Mr. Molinelli is not listed as independent .
- Lead Independent Director: Maureen O’Connell serves as Lead Independent Director .
- Committees: Audit (O’Connell—Chair; Kohlberg; Ribar), Compensation (Kohlberg—Chair; Felman; O’Connell), Nominating, Governance & Sustainability (Ribar—Chair; Felman; Kohlberg); Mr. Molinelli is not a member of these committees .
- Attendance: In 2024 the Board met 11 times and Board committees met 10 times; no incumbent director attended fewer than 75% of applicable meetings; 5 directors attended the 2024 annual meeting .
- Risk oversight: Conducted by full Board and independent committees, including cybersecurity oversight by the Audit Committee and ESG oversight by the Nominating, Governance & Sustainability Committee .
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Board retainer (non‑Chair director) | $80,000 annual cash | 2024 |
| Chairman additional retainer | $40,000 annual cash | 2024 |
| Committee chair fees | Audit $25,000; Compensation $20,000; NGS $15,000 | 2024 |
| Annual director RSU grant | $120,000 grant date fair value; 23,121 RSUs granted to continuing directors | Granted at 2024 annual meeting; vest at 2025 annual meeting |
| 2024 total director pay (Molinelli) | Fees: $120,000; Stock awards: $119,998; Total: $239,998 | FY 2024 |
| Cash-to-equity election | Molinelli elected to receive 2024 cash fees in equity; Q4 issuance pending trading window | FY 2024 |
Directors may elect to receive cash fees in stock; onboarding RSUs of $120,000 were available for newly appointed directors (prorated), with vesting at the next annual meeting .
Performance Compensation
- No performance‑based director compensation disclosed; director equity consists of time‑vested RSUs that vest at the next annual meeting following grant .
Other Directorships & Interlocks
| Relationship/Transaction | Terms/Status | Governance Safeguards |
|---|---|---|
| Starboard Governance/Recapitalization Agreements | Starboard designated governance rights historically; Recapitalization Agreement (Oct 30, 2022) appointed Molinelli as Chair and requires at least two Starboard‑independent directors on the Board through May 12, 2026 | Majority independent Board; “fair price” provision for business combinations requiring majority of non‑Starboard holders unless specified exceptions |
| Services Agreement with Starboard (Dec 12, 2023) | Starboard provides trade execution/research/diligence; expense reimbursement only; indemnification/limitation of liability; reimbursed $216,000 (2023) and $476,000 (2024) | Approved by independent Audit Committee after review of business purpose/comparables/benefits |
Expertise & Qualifications
- Capital markets/M&A and structured transactions; prior tech investment banking and value investing roles .
- Extensive public company board service across real estate, industrials, pharma, and semiconductors .
- Focused investing background at Starboard Value LP, providing oversight on capital allocation and strategic transactions .
Equity Ownership
| Holder | Common/Restricted/RSUs | Shares Issuable on Options | Direct Beneficial Ownership | Indirect Ownership | % of Class |
|---|---|---|---|---|---|
| Gavin Molinelli | 94,349 | — | 71,228 | — | <1% (based on 96,086,040 shares) |
| Unvested RSUs outstanding at YE 2024 | 23,121 (annual grant remains unvested at year‑end) | — | — | — | — |
- Hedging/pledging: Company policy prohibits hedging and pledging of ACTG securities without prior approval; margin accounts are prohibited without approval .
- Stock ownership guidelines: Directors must hold equity valued at 3x the annual cash retainer; executives have role‑based multiples (CEO 5x, others 3x/1x) .
- No pledging by Mr. Molinelli is disclosed; compliance status with ownership guidelines is not individually disclosed .
Governance Assessment
-
Positives:
- Separation of Chairman and CEO, presence of a Lead Independent Director, and all key committees composed solely of independent directors bolster oversight of management and mitigate concentration of control .
- Strong attendance disclosure; no director fell below 75% participation; ongoing shareholder engagement .
- Director equity grants and cash‑to‑equity election by Molinelli indicate alignment with shareholders .
-
Concerns / RED FLAGS:
- Non‑independence: Molinelli is a senior leader at ACTG’s controlling shareholder (Starboard), and his appointment as Chair via the Recapitalization Agreement creates a potential conflict of interest in board deliberations .
- Related‑party Services Agreement with Starboard, including indemnities and reimbursements, elevates conflict risk; mitigated by independent Audit Committee review/approval but remains a monitoring item for investors .
- Concentrated ownership: Starboard beneficially owns ~63.6% of ACTG’s common stock, limiting float and potentially influencing strategic outcomes; fair‑price provisions help but do not eliminate control dynamics .
-
Net view: Governance structures and independent committees provide counterweights to controlling‑shareholder influence, but investors should monitor transactions involving Starboard, Chair‑led board processes, and adherence to fair‑price and independence protections .
Appendix: Board/Compensation Reference Tables
Director Compensation Program (2024)
| Item | 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 & Sustainability Committee | — | 15,000 |
Annual RSU Grants
| Grant | Value | Units | Vesting |
|---|---|---|---|
| Annual RSU (2024 continuing directors) | $120,000 | 23,121 per director | Vest on 2025 annual meeting |
| Molinelli 2024 Stock Awards | $119,998 | Part of annual program above | FY 2024 reported |
| Molinelli Cash Fees Election | Cash fees taken in equity; Q4 issuance pending trading window | — | FY 2024 |
Board and Committee Activity (FY 2024)
| Body | Meetings |
|---|---|
| Board of Directors | 11 |
| Audit Committee | 4 |
| Compensation Committee | 3 |
| Nominating, Governance & Sustainability Committee | 3 |
Committee Membership (FY 2024)
| Committee | Chair | Members |
|---|---|---|
| Audit | Maureen O’Connell | Isaac T. Kohlberg; Geoff Ribar |
| Compensation | Isaac T. Kohlberg | Michelle Felman; Maureen O’Connell |
| Nominating, Governance & Sustainability | Geoff Ribar | Michelle Felman; Isaac T. Kohlberg |
Ownership Snapshot
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Starboard Value LP | 61,123,595 | 63.613% (outstanding shares 96,086,040) |
| Gavin Molinelli | 94,349 (incl. RSUs) | <1% |
Stockholder Policies
- Clawback compliant with SEC/Nasdaq rules .
- Insider Trading Policy prohibits hedging, short sales, and pledging without approval; margin use restricted .
- Stock ownership guidelines: Directors 3x annual retainer; executives role‑based multiples .