Michelle Felman
About Michelle Felman
Michelle Felman (age 62) is an independent director of Acacia Research Corporation (ACTG) since May 2024. She has 30+ years in finance, real estate, and investing, including EVP and Co-Head of Acquisitions & Capital Markets at Vornado Realty Trust, and prior roles at GE Capital and Morgan Stanley. She holds a B.A. from UC Berkeley and an MBA from The Wharton School; she teaches at Columbia Business School and previously was an adjunct at Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vornado Realty Trust (NYSE: VNO) | EVP – Co-Head of Acquisitions & Capital Markets | 1997–2010 (consultant through Dec 2012) | Oversaw asset/corporate acquisitions and mezzanine debt; board member of LNR Property LLC until sale to Starwood (2013) |
| GE Capital | Managing Director, Business Development | Not disclosed | Acquired real estate and non-performing loans from RTC, banks, insurers across US, Canada, UK, France |
| Morgan Stanley | Investment Banking Division | Not disclosed | Early career post-MBA |
| Forest City Enterprise (NYSE: FCE) | Director | Not disclosed | Compensation Committee member; company later sold to Brookfield |
| Choice Properties REIT (TSX: CHP) | Trustee | 2013–May 2018 | Compensation, Governance & Nominating Committee member; merged with Canadian REIT (2018) |
| Partners Group (PGHN: SIX) | Trustee | Not disclosed | Chair, Investment Oversight Committee; member, Audit and Compensation & Governance Committees |
| Investcorp (Real Estate Group) | Advisory Director (completed term) | Not disclosed | Advisory role in alternatives |
| Cumming Corporation; Reonomy | Board Member | Both sold by YE 2021 | Oversight through sale outcomes |
| Turner Impact Capital | Advisory Board | Current | Social impact platform (education, health care, workforce housing) |
| Wharton School | Adjunct Professor | 2010–2014 | Executive Committee of Zell-Lurie Center (10+ years) |
| Columbia Business School | Faculty (currently teaching year 8) | Ongoing | Academic teaching |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Cushman & Wakefield (NYSE: CWK) | Director | Since Nov 2023 | Chair, Nominating & Governance; Member, Compensation |
Board Governance
- Independence: The Board determined Ms. Felman is “independent” under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (Chair: Isaac T. Kohlberg); Member, Nominating, Governance & Sustainability Committee (Chair: Geoff Ribar) .
- Attendance: In FY2024, the Board held 11 meetings and Board committees held 10 meetings; no incumbent director attended fewer than 75% of applicable meetings during their service period .
- Board leadership: Separate Chair (Gavin Molinelli) and CEO (Martin D. McNulty, Jr.); Lead Independent Director is Maureen O’Connell .
Fixed Compensation
| Component (2024 program) | 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 |
| Strategic Committee (disbanded Feb 2024) | 80,000 | 10,000 |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michelle Felman | 50,000 | 119,998 | 169,998 |
- Compensation mix: Equity 70.6% (119,998/169,998), Cash 29.4% .
- Stock ownership guidelines: Directors must own equity valued at 3x base annual cash retainer (phase-in applies) .
Performance Compensation
| Equity Award | Grant | Quantity | Fair Value | Vesting | Plan |
|---|---|---|---|---|---|
| RSUs (annual grant) | 2024 Annual Meeting | 23,121 | 119,998 | Vest on date of 2025 Annual Meeting (May 15, 2025), subject to service | 2024 Stock Incentive Plan |
| Performance Metrics Tied to Director Compensation | Details |
|---|---|
| None disclosed for directors | RSU grants are time-vested; no director PSUs/options; option grants not used since June 2023 construct change |
- Change-of-control: Awards under 2024/2016 Stock Incentive Plans accelerate if not assumed/continued/substituted in a change-in-control; non-employee directors are eligible participants under the 2024 plan .
Other Directorships & Interlocks
| External Board | Role | Committee Roles | Potential Interlocks with ACTG |
|---|---|---|---|
| Cushman & Wakefield (NYSE: CWK) | Director | Chair N&G; Member Compensation | None identified in the proxy |
| Partners Group (PGHN: SIX) | Trustee (prior) | Chair Investment Oversight; Member Audit; Member Compensation & Governance | None identified in the proxy |
| Choice Properties REIT (TSX: CHP) | Trustee (2013–2018) | Compensation, Governance & Nominating | None identified in the proxy |
| Forest City Enterprise (NYSE: FCE) | Director (prior) | Compensation Committee | None identified in the proxy |
No Felman-specific related-party transactions are disclosed in the proxy; ACTG maintains a related-party transaction policy requiring Audit Committee review .
Expertise & Qualifications
- Financial, real estate, and investment expertise; extensive M&A and capital markets experience from Vornado and GE Capital .
- Corporate governance leadership via public and private boards; chairing N&G at CWK and committee service across Audit and Compensation at multiple institutions .
- Academic credentials and teaching roles (Wharton MBA; Columbia Business School faculty) .
Equity Ownership
| Holder | Common, Restricted Stock & RSUs (units) | Options (units) | Direct Common Ownership | Indirect Ownership | % of Class |
|---|---|---|---|---|---|
| Michelle Felman | 23,121 | — | — | — | <1% |
- Status: The 23,121 RSUs remained outstanding and unvested at FY2024 year-end .
- Hedging/pledging: Hedging in ACTG securities is prohibited; pledging requires prior approval under Insider Trading Policy .
- Ownership guidelines: Directors must maintain equity valued at 3x cash retainer; director-level compliance status not disclosed .
Governance Assessment
-
Positives:
- Independent director with deep governance committee experience; active on ACTG’s Compensation and Nominating/Governance committees .
- Strong attendance culture; Board/committee cadence with no director below 75% attendance in FY2024 .
- Equity-heavy director pay and ownership guidelines (3x retainer) support alignment; Felman’s 2024 mix ~71% equity via RSUs .
- Insider trading controls prohibit hedging and limit pledging; formal related-party transaction review by Audit Committee .
-
Potential risk indicators / red flags to monitor:
- Controlling shareholder Starboard owns ~63.6% of common; board includes Starboard-affiliated directors; while independence majority and “fair price” protections exist, governance influence is structurally high .
- Services Agreement with Starboard provides reimbursed services and indemnities; Audit Committee approved after review; monitor ongoing reimbursements ($476k in 2024) for conflicts and cost discipline .
- NOL-protective transfer restrictions (4.899% ownership cap extension proposed) may impact liquidity and takeover dynamics; board oversight critical .
Overall, Felman’s committee roles and independence bolster board effectiveness amid a concentrated ownership structure. Continued transparency on related-party oversight and director ownership guideline compliance would further strengthen investor confidence .