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June 26, 2008 9:35 AM PDT

Google CFO could be millionaire in months

by Stephen Shankland
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It looks like Patrick Pichette, Google's new chief financial officer, will be rewarded for his new job with up to $2.125 million after the first year if he earns his full bonus.

Patrick Pichette

(Credit: Bell Canada)

According to his employment offer letter, filed with the Securities and Exchange Commission, Pichette will receive a salary of $450,000 and an annual bonus up to one and half times that amount.

Pichette also gets a signing bonus of $500,000 and another cash bonus of $500,000 after 6 months at the search and advertising giant--though he must pay a prorated amount back if he decides to leave within a year. However, if Google terminates his job within the first 6 months, he'll get the cash bonus right away.

Stock options also are a part of the package. He'll get an option to 11,112 shares of Class A common stock, vesting over a four-year period. He'll also get 5,556 "Google stock units," vesting over a four-year period. At the end of that, the units convert to Google Class A shares.

He'll also get 910 Google stock units that will vest in 6 months and another 910 that vest in 12 months. They also convert into Class A shares.

Pichette, who had been president of operations at Bell Canada, starts at Google August 1 and will formally become CFO on August 12, Google said Wednesday.

May 14, 2008 8:00 PM PDT

SEC charges current, former Broadcom execs

by Steven Musil
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The Securities and Exchange Commission has charged two current and two former key executives of chipmaker Broadcom with backdating stock options.

The SEC announced Wednesday it had filed a federal complaint against Chairman and Chief Technology Officer Henry Samueli and general counsel David Dull, as well as former Chief Executive Officer Henry Nicholas and former Chief Financial Officer William Ruehle. The chipmaker later announced that Samueli and Dull had taken leaves of absence from their positions until the matter is resolved.

Samueli, who co-founded the company, also resigned as chairman of the board. The board appointed director John Major to serve as nonexecutive chairman.

Major said Broadcom would not comment on allegations, but pointed out that the charges were "half a decade to nearly a decade" old.

The SEC charges that, from 1998 to 2003, the four schemed to fraudulently backdate stock-option grants, failing to record billions of dollars of compensation expenses, and falsifying documents to further the fraud. As a result of the scheme, Broadcom restated its financial results in January 2007 and reported more than $2 billion in additional compensation expenses, the SEC said.

Ruehle and Dull each personally benefited from the backdating scheme by receiving and exercising backdated grants that were in-the-money by more than $100,000 for Ruehle and $1.8 million for Dull, the SEC said in a statement.

The move follows Broadcom's agreement last month to pay a civil penalty of $12 million to settle SEC charges that it fraudulently backdated stock options.

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April 29, 2008 2:43 PM PDT

SEC suit recommended against Google director

by Stephen Shankland
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Ann Mather, a Google board member, could well find herself on the receiving end of a Securities and Exchange Commission lawsuit regarding stock option transactions made while she was chief financial officer at Pixar Animation Studios.

"On April 23, 2008, Ann was advised by the staff of the Los Angeles office of the Securities and Exchange Commission (SEC) that it intends to recommend that the SEC initiate a civil proceeding against her, alleging violation of federal securities laws related to certain stock option transactions involving her former employer, Pixar Animation Studios," Google said in a regulatory filing Monday.

Mather was Pixar's CFO from 1999 to 2004. She's been on Google's board since November 2005.

She's also on the board of Zappos.com, Central European Media Enterprises Group, and Ariat International.

June 5, 2007 10:16 AM PDT

IBM settles with SEC over options probe

by Dawn Kawamoto
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The Securities and Exchange Commission announced Tuesday it reached a settlement with IBM, over allegations the industry titan issued misleading statements regarding stock options expenses.

The end result: IBM, without admitting or denying the commission's findings, consented to an order that it cease and desist from "committing or causing violations of these provisions." But more importantly, IBM paid no fine, nor faced any monetary penalty.

What was the beef?

Back in April 2005, IBM said during a conference call with analysts it would begin reporting its stock options as an expense, starting with the first quarter 2005. Trotting out a chart, IBM's presentation "conveyed to many analysts" that the affect of this change would result in an expense of 14 cents a share in the first quarter and 55 cents for the full 2005 fiscal year.

SEC investigators, however, allege that IBM was aware the figures would actually be lower, to the tune of 10 cents for the quarter and 39 cents for the year. Regulators allege IBM took this action to provide some cushion to its anticipated, though unrelated, increased pension expense.

Regulators allege that by keeping the stock options expense higher than anticipated, IBM believed it would help offset the previously announced increased pension expense. Without such action, the SEC alleged, IBM's management would have to contend with analysts' higher growth rate expectations.

"According to the order, management wanted to avoid this outcome because it would have increased the expected growth rate that analysts had set for IBM, which would have been difficult for the company to achieve because of the year-to-year increase in pension expense," according to the SEC statement.

In the end, Big Blue posted earnings of 85 cents a share for the quarter, 5 cents less than analysts' expectations following IBM's conference call to Wall Street.

June 1, 2007 2:29 PM PDT

Former Apple general counsel denies backdating involvement

by Tom Krazit
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Nancy Heinen, the former general counsel at Apple, filed court papers Friday denying charges by the Securities and Exchange Commission that she orchestrated stock option backdating at the company.

Bloomberg reported that the court papers deny the specific charge that Heinen ordered another lawyer in Apple's legal department to prepare documents authorizing a stock option grant to CEO Steve Jobs with an earlier grant date. However, the documents told a story of a board meeting that never took place, drawing the ire of the SEC and forcing Apple to record charges to reflect the true value of the options.

Heinen and former CFO Fred Anderson have been the public scapegoats for Apple's backdating scandal. While Jobs has admitted that he was aware favorable grant dates were being selected, he has said he didn't understand the accounting implications, and the SEC has thus far declined to charge him with anything. Anderson has settled his case with the SEC, but fired back at Jobs with a press release stating he had in fact informed Jobs of the implications. Apple's board of directors absolved Jobs of any wrongdoing after an internal investigation.

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April 25, 2007 3:07 PM PDT

U.S. Attorney's office looking into RIM's options granting

by Erica Ogg
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Another government agency is taking interest in Research In Motion's accounting practices.

Following its own internal review of the company's stock options awarded to employees, RIM said Wednesday that it has "had contact with the office of the United States Attorney for the Southern District of New York upon learning that the U.S. Attorney's office is reviewing the company's stock option grants." RIM says it plans to cooperate with any requests for information.

Earlier this month, RIM announced the Securities and Exchange Commission's informal review of the company's accounting practices had been upgraded to an official investigation.

The BlackBerry maker is currently in the process of restating its earnings because of questionable options-granting between December 1996 and August 2006. In March, RIM announced that a restatement would result in it lowering profits by $250 million over that time period, and that Co-Chief Executive Jim Balsillie would step down from the company's board of directors, but retain his co-CEO title.

April 24, 2007 10:39 AM PDT

SEC sues ex-Apple counsel over options backdating

by Tom Krazit
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The Securities and Exchange Commission has filed a lawsuit against Nancy Heinen, the former general counsel at Apple, saying her actions led to "fraudulent" stock option backdating at the company.

But the SEC said it doesn't plan to file any actions against Apple as a company, and simultaneously filed and settled a lawsuit against former chief financial officer Fred Anderson over his alleged participation in the backdating scandal. Fred Anderson's lawyer issued a statement after the lawsuits were announced, saying that Apple CEO Steve Jobs had been informed that the January 2001 grant date would have to be approved in a "legally satisfactory method." He said Jobs had signaled that the board had approved the dates, and that Anderson had therefore assumed the matter was being handled correctly.

The lawsuit comes after months of investigation by both regulators and Apple into the backdating, which Apple has admitted occurred in relation to two options grants made to Jobs and other executives--including Heinen and Anderson.

"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. Instead, they failed in their duties as gatekeepers and caused Apple to conceal millions of dollars in stock option expenses," said Marc J. Fagel, associate regional director of the SEC's San Francisco regional office, in a press release.

The SEC appears unlikely to charge Jobs with any involvement in the case, which will be a relief to Apple's board of directors and investors. Anderson will pay a fine and restitution for gains made as a result of the options backdating, but admitted no wrongdoing. The SEC will seek similar penalties against Heinen, but will also push to have her barred from ever again serving as an officer or director of a public company.

For more details, go to the story here.

April 23, 2007 11:39 AM PDT

Report: Feds preparing case on former Apple lawyer

by Tom Krazit
  • 1 comment

The Securities and Exchange Commission is getting ready to file the first charges in its probe into Apple's stock-option backdating investigation, but it appears CEO Steve Jobs is safe, according to news reports.

The San Jose Mercury News reported Monday that Nancy Heinen, former general counsel at Apple, will be charged this week in connection with the investigation into the backdating of stock options for Jobs and other Apple executives. Apple has said some stock-option awards were backdated--a practice, legal if disclosed, in which a stock-option award is tied to a date when the price was low--but that the current management team did nothing wrong.

The implication, of course, being that former managers were to blame. Heinen and former Chief Financial Officer Fred Anderson have previously been named in connection with the investigation, which appears to center on who approved a memo that conjured out of thin air a board meeting in which the option dates were approved. The Mercury News report contains differing accounts of whether Heinen approved those minutes or whether Wendy Howell, another former in-house lawyer, acted on her own.

Heinen's lawyers, quoted in the report, say she was acting on direction from the board and broke no laws. But the Merc also cites sources familiar with Heinen's case who say she has no evidence tying Jobs to the backdating, which would be a big relief for Apple investors.

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