Geoff Ribar
About Geoff Ribar
Independent director of Acacia Research Corporation (ACTG) since May 2023; age 66. Former Senior Vice President and CFO of Cadence Design Systems (2010–2017) and senior advisor until retirement in March 2018; prior CFO roles at Telegent Systems, SiRF Technology, Asyst Technology, Matrix Semiconductor, and NVIDIA. Holds a B.S. in Chemistry and an M.B.A. from the University of Michigan. He brings significant financial and accounting expertise and extensive public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadence Design Systems, Inc. | SVP & CFO; Senior Advisor | CFO: Nov 2010–Sep 2017; Advisor to Mar 2018 | Led finance, controls; advisor through transition |
| Telegent Systems, Inc. | CFO | Not disclosed | Semiconductor finance leadership |
| SiRF Technology, Inc. | CFO | Not disclosed | Semiconductor finance leadership |
| Asyst Technology, Inc. | CFO | Not disclosed | Semiconductor finance leadership |
| Matrix Semiconductor, Inc. | CFO | Not disclosed | Semiconductor finance leadership |
| NVIDIA Corporation | CFO | Not disclosed | Semiconductor finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MACOM Technology Solutions Holdings, Inc. | Director | Since Mar 2017 | Public company; telecom/industrial/defense/data center semis |
| Everspin Technologies, Inc. | Director | Since Mar 2017 | Public company; MRAM technologies |
| Aquantia Corp. | Director | Sep 2017–Sep 2019 (acquired by Marvell) | Prior public board; high-speed Ethernet ICs |
Board Governance
- Independence: Board determined Ribar is independent under Nasdaq rules; majority-independent board; all committees are entirely independent .
- Committee assignments: Audit Committee member (4 meetings in FY2024; committee chaired by Maureen O’Connell); Nominating, Governance & Sustainability Committee chair (3 meetings in FY2024) .
- Attendance: In FY2024, no incumbent director attended fewer than 75% of board and applicable committee meetings; five directors attended the 2024 annual meeting (individual names not specified) .
- Board leadership: Separate Chair (Gavin Molinelli) and CEO (Martin D. McNulty Jr.); Lead Independent Director is Maureen O’Connell .
- Tenure on ACTG Board: Director since May 2023 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $80,000 | Paid quarterly; directors could elect stock in lieu of cash |
| Lead Independent Director (additional) | $25,000 | Not applicable to Ribar |
| Audit Committee chair (additional) | $25,000 | Chair is O’Connell |
| Compensation Committee chair (additional) | $20,000 | Not applicable |
| Nominating, Governance & Sustainability (NGS) chair (additional) | $15,000 | Applicable to Ribar as NGS chair |
| Strategic Committee | Disbanded Feb 2024 | Previously had member ($80,000) and chair ($10,000) retainers |
2024 Actual Director Compensation (Ribar):
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 89,375 |
| Stock Awards (RSUs grant-date fair value) | 119,998 |
| Total | 209,373 |
Performance Compensation
- Annual equity grant: 23,121 RSUs granted on the date of the 2024 annual meeting; RSUs vest on the date of the 2025 annual meeting (subject to continued service) .
- Equity mix: Directors received time-based RSUs; no options or PSUs disclosed for directors in 2024 .
- Ownership alignment: Director stock ownership guidelines require equity valued at 3x annual cash retainer; phased-in compliance, individual status not disclosed .
RSU Grant Detail (2024)
| Grant Type | Number of RSUs | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual director RSU | 23,121 | 119,998 | Vests at 2025 annual meeting (May 15, 2025) |
Note: No director performance metrics (e.g., TSR, EBITDA) are tied to director compensation; awards are time-based .
Other Directorships & Interlocks
- Current public boards: MACOM (semiconductors) and Everspin (MRAM), both since March 2017 .
- Prior public board: Aquantia (2017–2019; acquired by Marvell) .
- Potential interlocks/conflicts: No ACTG-related related-party transactions disclosed with companies where Ribar serves; ACTG’s related-party policies require Audit Committee pre-approval and prohibit undisclosed conflicts .
Expertise & Qualifications
- Financial and accounting expertise as multi-company CFO; extensive experience overseeing financial reporting and internal controls .
- Industry experience: Deep semiconductor sector exposure; public company board governance track record .
- Education: B.S. Chemistry and M.B.A., University of Michigan .
Equity Ownership
| Item | Amount |
|---|---|
| Common Stock, Restricted Stock and RSUs (beneficial) | 53,655 shares |
| Direct beneficial ownership of common stock | 30,534 shares |
| Options (exercisable/unexercisable) | 0 |
| Ownership as % of shares outstanding | <1% (asterisk per proxy) |
| 2024 RSUs outstanding & unvested at year-end | 23,121 RSUs |
| Pledged shares | None disclosed; pledging requires prior approval under Insider Trading Policy |
Stock Ownership Guidelines (Applies to Directors):
- 3x annual cash retainer; phase-in period; individual compliance status not disclosed .
Governance Assessment
- Positive signals: Independent director; chairs NGS committee (key ESG oversight); member of Audit Committee; >75% attendance threshold met for all incumbents; board/committee independence and separation of Chair/CEO; robust codes of conduct and insider trading/hedging/pledging prohibitions .
- Compensation alignment: Mix of cash retainer plus time-based RSUs; ownership guidelines at 3x retainer support alignment; no options/PSUs for directors reduces risk of short-termism .
- Potential risks/considerations: Controlling shareholder (Starboard) influence across ACTG governance framework; however, board maintains independence and committee structures; formal related-party review via Audit Committee mitigates conflicts . Anti-takeover features via NOL protective provisions may affect investor perceptions but are explicitly aimed at preserving tax assets .
- Compliance & legal: No legal proceedings requiring disclosure; directors/officers compliant with Section 16 reporting . Indemnification agreements in place (standard for governance quality) .