Jason W. Soncini
About Jason W. Soncini
Jason W. Soncini, 48, serves as General Counsel at Acacia Research (ACTG). He joined Acacia in March 2021 after roles at Shanda Group (Deputy General Counsel then General Counsel), Kleinberg, Kaplan, Wolff & Cohen, P.C., and Olshan Frome Wolosky LLP; he holds a B.A. in Mathematics from the University of Michigan and a J.D. from Northwestern University . Acacia’s long-term incentive design for NEOs (including Soncini) emphasizes performance-vested PSUs tied to compound annual growth in adjusted book value per share over 2023–2025, with earned PSUs vesting on the third anniversary (front-loaded to cover 2023–2024), and no new LTI in 2024 . The Pay-versus-Performance disclosure indicates the June 2023 PSUs were considered probable to be met at the threshold level in 2024 for valuation purposes, and the company’s PVP framework references cumulative TSR and net income as required metrics .
Past Roles
| Organization | Role | Years | Strategic context/impact |
|---|---|---|---|
| Shanda Group (privately-owned multinational investment firm) | Deputy General Counsel → General Counsel | Apr 2017 – Mar 2021 | Senior in-house counsel for investment firm |
| Kleinberg, Kaplan, Wolff & Cohen, P.C. | Attorney | Oct 2013 – Apr 2017 | Law firm practice |
| Olshan Frome Wolosky LLP | Attorney | 2006 – 2013 | Legal practice; early career foundation |
External Roles
No external directorships or public company board roles for Soncini were disclosed in the retrieved proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 430,000 | 430,000 |
| Bonus range (% of salary) | 25%–100% | 25%–100% |
| Target bonus (% of salary) | 50% | 50% |
| Actual cash bonus ($) | 250,000 | 260,000 (60% of salary) |
| All other compensation ($) | 17,464 (includes additional medical insurance) | 17,732 |
| Total compensation ($) | 1,445,609 | 707,732 |
Performance Compensation
- LTI structure and mix
- 2022 LTI: time-vested RSUs and fair-market options vesting in equal installments over three years .
- 2023 LTI (front-loaded to cover 2023–2024): 50% RSUs and 50% PSUs for Soncini; no LTI grants in 2024; next regular LTI cycle intended to resume in 2025 .
| LTI component | 2022 | 2023 |
|---|---|---|
| RSUs granted (#) | 45,755 (vests 1/3 each on Mar 8, 2023/2024/2025) | 85,501 (vests 1/3 each on Jun 7, 2024/2025/2026) |
| Options granted (#) | 75,832 (vests 1/3 each on Mar 8, 2023/2024/2025; fair market priced) | — (front-loaded program used RSUs/PSUs) |
| PSUs at target (#) | — | 85,501 (0–200% payout based on 3-year CAGR of adjusted BVPS, performance period 1/1/2023–12/31/2025; cliff-vests at third anniversary if earned) |
| 2-year LTI value ($) | — | 788,319 |
Performance metrics, weighting, targets, actuals, payout, vesting:
- Metric: CAGR of adjusted book value per share (3-year, 2023–2025); PSU payout slope: 0% at below threshold, 50% at threshold, 100% at target, 150% at stretch, 200% at maximum; earned PSUs vest on third anniversary, subject to continued employment .
- 2024 accounting assessment: June 2023 PSUs considered probable at threshold level for 2024 fair value measurement (valuation perspective, not an official payout determination) .
Equity Ownership & Alignment
- Outstanding awards at FY2024 year-end (selected Soncini line items)
- Options:
- 56,250 exercisable, strike $5.84, exp. 8/23/2031 .
- 75,000 exercisable / 37,500 unexercisable, strike $3.58, exp. 3/8/2032; related RSUs 15,000; footnote indicates vesting event on Mar 8, 2025 .
- 25,277 exercisable / 50,555 unexercisable, strike $4.27, exp. 3/21/2033; related RSUs 30,503; vests 1/2 on Mar 21, 2025 and 1/2 on Mar 21, 2026 .
- RSUs and PSUs:
- RSUs 57,001 vest 1/2 on Jun 7, 2025 and 1/2 on Jun 7, 2026 .
- PSUs 42,751 shown at threshold level (unearned) tied to Jun 7, 2023 grant; vesting contingent on performance through 2025 and cliff vesting on the third anniversary if earned .
- Options:
| Award type | Quantity | Exercise price | Expiration | Vesting detail |
|---|---|---|---|---|
| Stock options | 56,250 (exercisable) | 5.84 | 8/23/2031 | Fully exercisable as shown |
| Stock options + RSUs | 75,000 (exerc.) / 37,500 (unexerc.) | 3.58 | 3/8/2032 | Footnote (4): vests on Mar 8, 2025; RSUs 15,000 tied to this grant |
| Stock options + RSUs | 25,277 (exerc.) / 50,555 (unexerc.) | 4.27 | 3/21/2033 | Footnote (5): vests 1/2 on Mar 21, 2025 and 1/2 on Mar 21, 2026; RSUs 30,503 |
| RSUs (time-based) | 57,001 (unvested) | — | — | Footnote (2): vests 1/2 on Jun 7, 2025 and 1/2 on Jun 7, 2026 |
| PSUs (performance-based) | 42,751 (unearned at threshold) | — | — | 3-year ABVPS CAGR; cliff-vest on third anniversary if earned |
- Beneficial ownership footnote context: The proxy notes that certain RSUs and portions of options that do not vest within 60 days of the record date are excluded from beneficial ownership totals—specifically, for Soncini, RSUs that vest through Mar 21, 2026 (and additional RSUs vesting through Jun 7, 2026) and a portion of options for 25,277 shares .
- Ownership guidelines, pledging/hedging: Not disclosed for Soncini in the cited sections; no pledging references were found in the retrieved materials .
Forthcoming vesting events (potential supply overhang/insider selling pressure):
- Mar 8, 2025: Remaining tranche(s) of the Mar 8, 2022 cycle (options unexercisable 37,500; RSUs 15,000) scheduled to vest per footnote (4) .
- Mar 21, 2025 and Mar 21, 2026: 50% each of the Mar 21, 2023 cycle (options unexercisable 50,555; RSUs 30,503) .
- Jun 7, 2025 and Jun 7, 2026: 50% each of RSUs 57,001; PSUs vest on the third anniversary (Jun 7, 2026) only if performance earned .
Employment Terms
| Term | Detail |
|---|---|
| Employer/role | General Counsel at Acacia (Acacia Research Group LLC/ARG) |
| Start date | March 2021 |
| Base salary | $430,000 |
| Annual bonus opportunity | 25%–100% of salary; target 50%; determined by Board/Compensation Committee |
| Term/notice | Employment terminable by either party on 30 days’ written notice |
| Severance (without cause or resignation for good reason) | Continued base salary for 90 days following termination; plus unpaid expense reimbursements, vested benefits, earned but unpaid salary and prior-year bonus (if any) |
| Restrictive covenants | Employment agreements include confidentiality, non-disparagement, and non-solicit/non-compete during employment and for specified periods thereafter |
Investment Implications
- Pay-for-performance alignment and front-loading: Soncini’s 2023 LTI was 50% PSUs/50% RSUs, front-loaded to cover 2023–2024, tying value to 3-year adjusted BVPS CAGR; no new LTI in 2024, with regular grants targeted to resume in 2025—supporting alignment while limiting grant cadence risk through 2024 .
- Retention vs. supply: Significant unvested equity extends through 2026 (RSUs and PSUs), which supports retention; however, concentrated vesting dates in March and June of 2025/2026 can create episodic supply and potential insider selling pressure as tranches vest .
- Bonus discretion and cash mix: 2024 bonus (60% of salary) was above the high end of the stated range but capped due to prior-year large LTI allocation, indicating committee discretion to balance cash/equity mix and manage total pay volatility .
- Modest severance: Severance is limited to 90 days of base salary plus accrued items (no change-of-control multiple disclosed here), reducing payout risk and implying limited downside cost to transition if needed .
- Performance trajectory check: 2024 PVP valuation treated the 2023 PSUs as probable at threshold, suggesting at least low-end progress on the ABVPS metric; monitor 2025 outcomes and the final PSU determination in 2026 for realized performance alignment .
- Governance/ownership: The proxy footnotes indicate unvested awards are excluded from beneficial ownership tallies; no pledging references were found in retrieved sections—continue to monitor future proxies and Form 4s for hedging/pledging and trading patterns .
References: