Robert Rasamny
About Robert Rasamny
Chief Administrative Officer of Acacia Research Corporation (ACTG) since May 2023; age 46 as of the 2025 proxy. He holds a J.D. from Fordham Law School and a B.S. in Economics from the United States Naval Academy, and served as a U.S. Navy Surface Warfare Officer . His employment agreement became effective May 3, 2023, with a start date of May 9, 2023 . Company performance context: Acacia’s revenue decreased modestly year over year, while EBITDA declined significantly in FY 2024; long-term incentives for executives are tied to the company’s CAGR in adjusted book value per share (ABVPS) over 2023–2025, a core performance metric in pay design .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $125,102,000 | $122,312,000 |
| EBITDA ($USD) | $35,084,000* | $5,237,000* |
Values with asterisk retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Melvin Capital Management LP | Head of Legal & Chief Compliance Officer | Dec 2020–Apr 2023 | Led legal/compliance through complex fund operations |
| Blue Harbour Group LP | General Counsel & Chief Compliance Officer | May 2016–Nov 2020 | Legal and compliance leadership for activist investment firm |
| BlueMountain Capital Management LLC | Assistant General Counsel | Not disclosed | Legal support across credit and alternatives |
| Portfolio Advisors LLC | Associate General Counsel | Not disclosed | Private equity legal counsel |
| Davis Polk & Wardwell LLP | Associate (Corporate) | Not disclosed | Foundational corporate/M&A training |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United States Navy | Surface Warfare Officer | Not disclosed | Military leadership and operations experience |
Fixed Compensation
| Year | Base salary ($) | Target bonus range (% of salary) | Actual bonus ($) | Actual bonus (% of salary) | All other comp ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $430,000 | 75%–100% | $440,000 | 102% | $20,268 | All other includes additional medical insurance payments |
Additional: 2023 onboarding guaranteed minimum bonus of $246,667 (prorated from start date), subject to good standing at payout .
Performance Compensation
Annual Cash Bonus (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Subjective assessment vs strategic objectives and stock price performance (non-CEO framework) | Not disclosed | 75%–100% of salary | 102% of salary | $440,000 | Cash (no vesting) |
2023 RSUs (time-vested; front-loaded for 2023–2024)
| Grant date | RSUs granted | Vesting schedule | Outstanding (12/31/2024) | Next vest dates and amounts |
|---|---|---|---|---|
| June 7, 2023 | 55,395 | Equal installments on first 3 anniversaries (2024, 2025, 2026) | 36,930 units; market value $160,276 | June 7, 2025: 18,465; June 7, 2026: 18,465 |
2023 PSUs (performance-vested; front-loaded for 2023–2024)
| Grant date | PSUs (target) | Performance metric | Measurement period | Earn-out range | Status (12/31/2024) | Vesting terms |
|---|---|---|---|---|---|---|
| June 7, 2023 | 55,395 | CAGR in adjusted book value per share | Jan 1, 2023–Dec 31, 2025 | 0%–200%; threshold 50% | 27,698 shown at threshold; payout value $120,207 | Earned PSUs vest on 3rd anniversary (June 7, 2026), subject to continued employment |
Options
No option awards for Rasamny in 2024 and no options outstanding for him at year-end 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 11,808 shares; less than 1% of class (96,086,040 shares outstanding at record date) |
| Vested vs unvested | Unvested RSUs: 36,930; PSUs (unearned, at threshold): 27,698 |
| Options (exercisable/unexercisable) | None |
| Pledging/hedging | Hedging prohibited; pledging prohibited without prior approval; margin accounts prohibited |
| Stock ownership guidelines | “Chief” titles subject to 3x base salary; phase-in applies |
| Compliance status | Not disclosed |
Employment Terms
- Title and start: Chief Administrative Officer; effective date May 3, 2023; start date May 9, 2023 .
- At-will; termination: Either party may terminate at any time with 30 days’ written notice; company may waive notice .
- Compensation: Base salary $430,000; annual bonus eligibility 75%–100% of salary; option to receive all or part of bonus in ACTG stock .
- Severance: Eligible under Amended and Restated Executive Severance Policy—three months of continued base salary per full year of service, capped at 12 months, plus company-funded COBRA for same duration .
- Change-of-control: If awards not assumed/continued/substituted, all unvested awards accelerate prior to effective time; if assumed and terminated within one year post-CoC (without cause or for good reason), PSUs (as scored) and RSUs vest; death/disability yields pro-rata PSU vesting (as scored) .
- Restrictive covenants: Per employment agreements, executives subject to perpetual confidentiality, non-disparagement; non-solicit and non-compete during employment and for specified times thereafter .
- Clawback: SEC/Nasdaq-compliant recoupment policy adopted—restatements trigger reimbursement of incentive compensation by executive officers .
- Hedging/pledging: Hedging, margin, and pledging restrictions per Insider Trading Policy .
- Tax gross-ups: Employment agreements do not provide excise tax gross-ups .
- Stock ownership guidelines: CEO/President 5x salary; “Chief”/EVP and directors 3x; other executives 1x .
Investment Implications
- Alignment: Front-loaded 2023 LTI with 50% PSUs tied to ABVPS CAGR (2023–2025) aligns incentives with long-term book value growth; earned PSUs vest June 7, 2026, promoting retention through performance period .
- Discretion vs formula: 2024 bonus exceeded the high end of the target range (102% of salary, $440k), based on subjective assessment and stock price performance—watch for continued committee discretion vs more formulaic targets in 2025+ .
- Insider selling pressure: RSU tranches of 18,465 shares each vest on June 7, 2025 and June 7, 2026, which can create predictable Form 4 activity and potential supply around vest dates; PSUs, if earned, add vesting supply on June 7, 2026 .
- Ownership “skin in the game”: Direct beneficial ownership is small (<1% of class); guidelines require 3x salary for “Chief” titles—monitor for open-market purchases or bonus elected in stock to reach/maintain compliance .
- Downside protection: Severance formula (months per full year, capped) is moderate; change-of-control acceleration is double-trigger for assumed awards, mitigating single-trigger windfalls .
- Governance safeguards: Hedging/pledging prohibitions and clawback policy reduce misalignment risk and adverse optics in the event of restatements or leverage against company stock .