Maureen O'Connell
About Maureen O’Connell
Maureen O’Connell (age 63) has served on Acacia Research Corporation’s board since January 2019 and is the Lead Independent Director. A CPA in good standing since 1987, she is recognized for extensive public-company finance, audit chair experience, M&A execution, and technology/operations expertise; she previously served as EVP, CAO and CFO of Scholastic (2007–2017). O’Connell holds NACD Director certification and a Carnegie Mellon Cybersecurity Oversight certificate (2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scholastic, Inc. | EVP, Chief Administrative Officer & Chief Financial Officer | 2007–2017 | Led finance, operations and technology at a Fortune 1000 media/education company |
| Sucampo Pharmaceuticals (NASDAQ: SCMP) | Director | 2013–2018 | Played key role in sale to Mallinckrodt for $1.2B (Feb 2018) |
| Beazer Homes (NYSE: BZH) | Director; Audit Chair (from 2003) | 2002–2007 | Audit and Compensation Committee; elevated to Audit Chair |
| Harte Hanks (NASDAQ: HHS) | Director | 2018–2020 | Audit Committee and Compensation Committee member |
| Arix Bioscience PLC | Director | 2021–Jan 2024 | Board-level oversight at life sciences investment firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REV Group, Inc. (NYSE: REVG) | Director | Aug 2023–present | Audit Committee Chair |
| Northwest Healthcare Properties REIT (TSX: NWHUF) | Director | May 2023–present | Audit Committee Chair |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rules; serves as Lead Independent Director.
- Committee assignments: Audit Committee Chair; Compensation Committee member.
- Board/committee activity and attendance:
- Board meetings: 11 held in FY2024; no incumbent director attended fewer than 75% of applicable meetings.
- Audit Committee: 4 meetings (Chair: O’Connell).
- Compensation Committee: 3 meetings.
- Audit Committee financial expert designation: O’Connell qualifies under Item 407(d)(5)(ii) of Regulation S‑K.
- Lead Independent Director structure affirmed by Board as optimal for independent oversight.
Fixed Compensation
| Component | Structure | 2024 Amount | Notes |
|---|---|---|---|
| Board retainer (cash) | Non-chair director annual retainer | $80,000 | Standard for all non-employee directors |
| Lead Independent Director retainer (cash) | Additional annual retainer | $25,000 | Role-based premium |
| Audit Committee Chair retainer (cash) | Additional annual retainer | $25,000 | Committee chair premium |
| Total cash fees (2024 actual) | Sum of retainers | $130,000 | O’Connell’s 2024 cash fees |
| Equity grant (RSUs) | Annual RSUs (prorated) | $119,998 | 23,121 RSUs granted; grant date fair value under ASC 718 |
| RSU vesting | Annual grant vesting date | Vests at 2025 Annual Meeting | RSUs granted on 2024 Annual Meeting date vest at next Annual Meeting |
Performance Compensation
| Instrument | Performance Metric | Target/Range | Vesting | 2024 Status |
|---|---|---|---|---|
| Director RSUs | None (time-based only) | N/A | Vest at next Annual Meeting | 23,121 RSUs outstanding and unvested at FY2024 year-end |
Directors receive time-based RSUs; no director PSUs or option awards disclosed for O’Connell in 2024.
Other Directorships & Interlocks
| Company | Relationship to ACTG | Potential Interlock/Conflict Considerations |
|---|---|---|
| REV Group (REVG) | Unrelated OEM vehicles | No disclosed commercial ties to ACTG; audit chair role strengthens governance credentials |
| Northwest Healthcare Properties REIT (NWHUF) | Unrelated REIT | No disclosed commercial ties to ACTG; audit chair role strengthens governance credentials |
| Arix Bioscience (past) | Investment company | Ended Jan 2024; no current interlock |
| Harte Hanks (past) | Marketing services | Past role only |
| Beazer Homes (past) | Homebuilding | Past role only |
| Sucampo (past) | Biopharma | Past role only |
- Starboard Value LP controls ~63.6% of ACTG shares; Board must include at least two directors independent of Starboard—O’Connell and Kohlberg satisfy this condition (supports independence amid controlling shareholder).
Expertise & Qualifications
- CPA (since 1987); designated audit committee financial expert; extensive public company finance leadership and audit chair experience across sectors.
- Strong M&A execution track record (e.g., Sucampo sale to Mallinckrodt).
- NACD Director certification; cybersecurity oversight training (Carnegie Mellon, 2023).
- Cross-industry governance experience (media/education, biotech/pharma, real estate, industrials).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common, restricted stock, RSUs) | 240,431 shares | As of Record Date; includes restricted stock/RSUs per table |
| Shares issuable upon options | 0 | No options disclosed for O’Connell |
| Direct beneficial ownership | 217,310 shares | As reported in beneficial ownership table |
| Indirect beneficial ownership | Not disclosed | No indirect holdings reported |
| Percent of class | <1% | Company notes “Less than one percent”; 96,086,040 shares outstanding |
| Unvested director RSUs outstanding | 23,121 units | Granted at 2024 Annual Meeting; unvested at FY2024 year-end |
- Hedging/pledging: Company prohibits hedging and pledging of ACTG securities; pledging requires prior company approval. No pledges by O’Connell are disclosed.
Governance Assessment
- Board effectiveness: O’Connell’s dual role as Lead Independent Director and Audit Chair, plus designation as audit financial expert, strengthens independent oversight of financial reporting, disclosure controls, cyber, and risk management. Attendance thresholds were met (>75%), and Audit/Compensation committees were active (4 and 3 meetings, respectively), supporting engagement.
- Independence and controlling shareholder dynamics: Starboard’s majority ownership creates potential influence risk; however, O’Connell is explicitly independent and one of at least two Starboard-independent directors required by the Recapitalization Agreement, mitigating governance concentration concerns.
- Compensation and alignment: Director pay mix balances cash retainers tied to role responsibilities (Lead Independent Director, Audit Chair) with annual RSUs ($119,998; 23,121 units) that vest at the next Annual Meeting, supporting ongoing alignment without short-term performance gaming. Stock ownership guidelines require directors to hold equity valued at 3x annual cash retainer, further reinforcing alignment (compliance status not disclosed).
- Related-party and conflicts oversight: Company maintains formal related party transaction review (Audit Committee) and Codes of Conduct requiring disclosure/approval of potential conflicts; O’Connell’s brief pre-appointment consulting (2018) is disclosed, with no ongoing related-party transactions involving her noted.
- RED FLAGS to monitor:
- Controlling shareholder risk (Starboard at ~63.6%): monitor independence preservation and committee autonomy; current structures and independent leadership are positives.
- Anti-takeover implications from NOL protective provisions (ownership cap of 4.899%): could constrain shareholder base flexibility, though aimed at preserving NOLs; governance committees oversee ESG and disclosure impacts.
Overall, Maureen O’Connell exhibits strong governance credentials, independence, and active committee leadership, with compensation and ownership policies that support shareholder alignment; primary governance risk is structural (controlling shareholder), moderated by her Lead Independent Director role and formal independence safeguards.