The U.S. Securities and Exchange Commission has filed a federal lawsuit against two former Apple officers, charging that they helped to illegally backdate company stock options. Former Apple general counsel Nancy Heinen and former Apple chief financial officer Fred Anderson were both named for their roles in backdating going back to 2001. Heinen’s case will proceed, while Anderson has settled for $3.5 million in fines and penalties.
“Apple’s shareholders relied on Heinen and Anderson, as respected legal and accounting professionals, to ensure the accurate reporting of the company’s executive compensation,” the associate regional director of the SEC’s San Francisco office said in a statement. “Instead, they failed in their duties as gatekeepers and caused Apple to conceal millions of dollars in stock option expenses.”
In an unexpected statement, Anderson partially blamed Apple CEO Steve Jobs for the backdating complaint against him. “Fred was told by Steve Jobs in late January 2001 that Mr. Jobs had the agreement of the Board of Directors for the Executive Team grant on January 2, 2001,” Anderson said. “At the time Mr. Jobs provided Fred this assurance, Fred cautioned Mr. Jobs that the Executive Team grant would have to be priced based on the date of the actual Board agreement or there could be an accounting charge. He further advised Mr. Jobs that the Board would have to confirm its prior approval in a legally satisfactory method. He was told by Mr. Jobs that the Board had given its prior approval and the Board would verify it. Fred relied on these statements by Mr. Jobs and from them concluded the grant was being properly handled.”
The SEC said it will not pursue any further action against Apple itself, citing the company’s “extraordinary” cooperation. “Apple’s cooperation consisted of, among other things, prompt self-reporting, an independent internal investigation, the sharing of the results of that investigation with the government, and the implementation of new controls designed to prevent the recurrence of fraudulent conduct,” the SEC said in a statement.