Martin D. McNulty, Jr.
About Martin D. McNulty, Jr.
Martin D. McNulty, Jr. is Chief Executive Officer of Acacia Research and a member of the Board since February 13, 2024; he previously served as Interim CEO from November 1, 2022 to February 2024 and as Chief Operating Officer and Head of M&A since March 2022 . He is 47 years old and holds a B.B.A. in Finance and Accounting from the University of Iowa Tippie College of Business . Under his tenure, Acacia reported net income of $55.1 million in 2023 and a net loss of $36.1 million in 2024, with total shareholder return values (based on a $100 initial investment) of 76, 85, and 82 for 2023, 2024, and 2022 respectively . The Compensation Committee links long-term incentives to the compound annual growth rate of adjusted book value per share over a three-year period, underscoring emphasis on value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acacia Research | COO & Head of M&A | Since Mar 2022 | Led deal pipeline and M&A execution supporting platform buildout |
| Acacia Research | Interim CEO → CEO & Director | Nov 2022–Feb 2024; CEO since Feb 13, 2024 | Drove cost management, capital allocation, pipeline development; established incentive frameworks |
| Starboard Value LP | Managing Director | Prior to joining Acacia (dates not specified) | Investment management experience; financial and acquisition leadership |
| Starboard Value Acquisition Corp (NASDAQ: SVACU) | CEO & Director | Jun 2020–Feb 2021 | Led SPAC through merger with Cyxtera Technologies |
| Starr Investment Holdings LLC | Managing Director | Sep 2013–May 2020 | Identified, evaluated, executed, and managed control-oriented private investments |
| Metalmark Capital Holdings, LLC | Vice President | Not disclosed | Growth equity capital and strategic support |
| Citigroup Venture Capital Ltd. | Vice President | Not disclosed | Private equity investment responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Starboard Value Acquisition Corp (SVACU) | CEO & Director | Jun 2020–Feb 2021 | Completed merger with Cyxtera Technologies |
Fixed Compensation
| Year | Role | Base Salary (Rate) | Actual Salary Paid | Notes |
|---|---|---|---|---|
| 2024 | CEO | $500,000 (raised from $475,000 on Feb 13, 2024) | $496,154 | Increase coincided with permanent CEO appointment |
| 2023 | Interim CEO | $475,000 (rate) | $467,789 | Served as Interim CEO throughout 2023 |
Performance Compensation
| Type | Metric | Target/Range | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus (2024) | Cost management and capital allocation; deal pipeline; management of existing lines; incentive framework setup | 100–150% of base | $750,000 (150% of base) | Cash paid for FY2024 |
| PSUs (granted Jun 7, 2023) | CAGR of adjusted book value per share (3-year: Jan 1, 2023–Dec 31, 2025) | 0–200% of target; Threshold 50%, Target 100%, Stretch 150%, Max 200% | Eligible shares earned based on performance; settlement as shares if employed on settlement (Potential 2023 PSU Payment) | Vests on third anniversary of grant (Jun 7, 2026) subject to employment |
| RSUs (granted Jun 7, 2023) | Time-vested | 15% of CEO LTI mix | As granted: 87,428 RSUs | Vests in equal annual installments over 3 years (Jun 7, 2024/2025/2026); remaining 2 tranches on Jun 7, 2025 and Jun 7, 2026 |
Equity Ownership & Alignment
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (Record Date Mar 24, 2025) | Direct: 268,198 shares; Options: 250,000; “Common Stock, Restricted Stock and RSUs”: 179,817; % of class: <1% | Based on 96,086,040 shares outstanding; certain unvested awards excluded per 60-day rule |
| Option awards (grant 3/10/2022) | 250,000 options at $3.73 | Vests 50% on Mar 10, 2025 and 50% on Mar 10, 2026; expires 3/10/2032 |
| RSUs (2022 grant) | 20,000 RSUs | Vests 50% on Mar 10, 2025 and 50% on Mar 10, 2026 |
| RSUs (2023 grant) | 58,286 RSUs | Vests 50% on Jun 7, 2025 and 50% on Jun 7, 2026 |
| PSUs (2023 grant) | Target: 495,424 PSUs; Threshold reflected as 247,712 unearned units | Earn-out based on adjusted BVPS CAGR; vest on Jun 7, 2026 if earned and employed |
| Hedging/Pledging | Hedging prohibited; pledging requires prior Company approval | Applies to all officers/directors under Insider Trading Policy |
| Ownership guidelines | CEO required to hold equity valued at 5× base salary | Policy applies to directors and executives; compliance status not disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement (amended & restated Feb 2024) | Base salary $500,000; annual bonus range 100–150% (electable in stock); eligible for LTI and Potential 2023 PSU Payment |
| Termination without cause / resignation for good reason | 1.5× base salary paid over 18 months; prior-year unpaid bonus in lump sum; pro‑rated current-year bonus at 125% of base salary (pro rata) in lump sum; Company portion of COBRA for 18 months |
| Change-in-control treatment (equity) | If awards not assumed/continued/substituted: accelerate all unvested awards before effective time; if assumed: PSUs scored at change in control; if terminated within 1 year (without cause/for good reason) PSUs (as scored) vest; death/disability → pro‑rata PSUs vest; RSUs vest upon qualifying termination within 1 year post-CIC |
| Clawback | SEC/Nasdaq-compliant recoupment of incentive comp upon restatement due to material noncompliance |
| Non-compete/solicit/confidentiality | Perpetual confidentiality and non-disparagement; non-compete/non-solicit during employment and for specified periods thereafter (durations not disclosed) |
Board Governance (Director Service, Committees, Independence)
- Board service: Director since 2024; roles separated with Gavin Molinelli as Chairman; Maureen O’Connell is Lead Independent Director .
- Independence: Audit, Compensation, and Nominating/Governance/Sustainability Committees consist entirely of independent directors; as CEO, McNulty is not independent and therefore not on these committees .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board and committee meetings held during their service period .
Director Compensation
McNulty is an employee-director; non-employee director compensation and grants disclosed do not apply to him .
Compensation Structure Analysis
- Shift to forward-looking LTI and front-loaded 2023 grants: Participants (including McNulty) received no new LTI in 2024 due to delivery of two years of target grant value in June 2023 .
- CEO LTI mix tilted to PSUs (85% PSUs / 15% RSUs), increasing at‑risk, performance-based equity exposure .
- 2024 cash-heavy year: CEO received a $750,000 annual bonus (150% of base) with no new 2024 equity grants due to front-loading, raising near-term cash vs equity mix .
Related Party Considerations
- Controlling shareholder: Starboard Value LP beneficially owns ~63.613% of common stock as of Record Date .
- Governance: Recapitalization Agreement set board independence minimums; committees are fully independent; prior governance agreement terminated in July 2023 .
- Related party transaction policy: Audit Committee reviews/approves related party transactions; Codes of Conduct require disclosure/approval of conflicts .
Pay Versus Performance
| Year | CEO Total (SCT) | CEO “Actually Paid” | Other NEO Avg (SCT) | Other NEO “Actually Paid” | TSR ($100 Base) | Net Income ($) |
|---|---|---|---|---|---|---|
| 2022 | $1,455,685 | $1,571,985 | $1,202,601 | $926,656 | 82 | (133,035,000) |
| 2023 | $1,603,468 | $1,473,243 | $1,273,111 | $1,180,022 | 76 | 55,140,000 |
| 2024 | $1,266,422 | $2,001,237 | $751,936 | $933,301 | 85 | (36,057,000) |
Investment Implications
- Alignment and retention: McNulty’s large PSU tranche (target 495,424; max up to 200% of target) cliff-vests Jun 7, 2026, tightly tying upside to adjusted BVPS CAGR performance and incentivizing tenure through vest . Upcoming RSU/option vest dates (Mar 10, 2025/2026 and Jun 7, 2025/2026) may create mechanical selling pressure around windows; hedging is prohibited and pledging requires approval, mitigating misalignment risk .
- Cash-vs-equity mix: 2024’s 150% bonus (no new LTI due to front-loading) yields a cash-heavy year; watch 2025 LTI cadence as participants are next eligible to receive annual LTI awards commencing in fiscal 2025, which may reset mix and alignment .
- Change-of-control economics: Robust equity acceleration if not assumed; if assumed, performance scoring with vest on qualifying termination within 1 year—material equity value could crystallize in a sale scenario; severance includes 1.5× salary plus pro‑rated bonus and benefits, affecting negotiation posture and transaction incentives .
- Governance and influence: Starboard’s ~64% stake and McNulty’s prior Starboard role create potential perceived influence; mitigants include independent-majority board and independent-only committees with a separate Chairman and Lead Independent Director .
- Performance focus: PSU metric on adjusted BVPS underscores book value growth discipline; 2023 profitability and 2024 loss highlight execution risk inherent to Acacia’s opportunistic acquisition strategy, making PSU outcomes a key barometer for management effectiveness .