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Equifax Board Forms Panel To Review Executives' Stock Sales After Data Breach (bloomberg.com)

An anonymous reader quotes a report from Bloomberg: Equifax's board of directors has formed a special committee to review the stock sales that top executives made days after the company found out it was hacked. Directors at Equifax have retained counsel and are conducting a "thorough review" of the trades, according to a Sept. 28 letter the company's outside lawyers submitted to the top Democrat on the House Energy and Commerce Committee. The examination adds to investigations already being conducted by federal law-enforcement agencies. "Equifax takes these matters seriously," the company said in its response to questions posed by Democrats on the panel, led by Frank Pallone, from New Jersey. "The board of directors has formed a special committee," according to the letter, addressed to Pallone and obtained by Bloomberg News.

The trades, which were first reported by Bloomberg, involve Equifax CFO John Gamble, President of U.S. Information Solutions Joseph Loughran and President of Workforce Solutions Rodolfo Ploder. They unloaded shares worth almost $1.8 million just days after the company says it discovered the breach on July 29. Equifax has repeatedly said the managers didn't know of the intrusion when they sold stock.

57 comments

  1. As Socrates said... by Hognoxious · · Score: 1

    Quis equifaciet ipsos equifaces?

    --
    Confucius say, "Find worm in apple - bad. Find half a worm - worse."
    1. Re:As Socrates said... by Anonymous Coward · · Score: 0

      Should that be "Quis custodiet ipsos custodes?" Or is it something about horses?

    2. Re:As Socrates said... by Anonymous Coward · · Score: 0

      Since when did Socrates speak Latin?

      (Even the Romans used Greek for their scholarly writings.)

    3. Re:As Socrates said... by Anonymous Coward · · Score: 0

      "equi" is not "equo". This is not about horse facials.

    4. Re:As Socrates said... by Anonymous Coward · · Score: 0

      > the Romans used Greek for their scholarly writings

      [citation needed]

    5. Re:As Socrates said... by Anonymous Coward · · Score: 0

      Yes, well, as everyone knows: "Quod est quae latine dictum, altum videtur."

  2. Investigation by Vintowin · · Score: 2

    After a full and exhaustive investigation we found no improprieties with the trades.

    1. Re:Investigation by alvinrod · · Score: 1

      One never knows. This is a big enough fuck-up (regardless of illegal trading) that they may well throw those executives under the bus on this one. Those guys have already made themselves quite hated to the public, so they're pretty much the perfect scapegoat for the entire mess at this point.

    2. Re:Investigation by LifesABeach · · Score: 1

      Maybe the banjo playing board of directors should wait for the results from the FBI? I know of 3 people who are.

    3. Re:Investigation by mspohr · · Score: 1

      I'm sure the panel will absolve everyone.
      I think the people on the panel will mostly be interested in figuring out why they didn't get in on this scam.

      --
      I don't read your sig. Why are you reading mine?
    4. Re:Investigation by kugeln · · Score: 1

      It's like when Enron investigated itself...

    5. Re:Investigation by infolation · · Score: 1

      No need. The chief fox committee determined that zero foxes sold any dead chickens during the two months following the unpublicised hen-house raid.

  3. What is there to review? by Anonymous Coward · · Score: 0

    They had advance knowledge of the breach, sold stock before releasing the information, and in so doing participated in insider trading (among other derelictions of fiduciary duty). Go straight to jail; do not collect golden parachute; do not collect $70 million dollars.

    1. Re:What is there to review? by Anonymous Coward · · Score: 0

      What's the point, anyhow? The criminal investigation is all that matters. If they are found guilty, their employment status will be taken care of automatically.

      The only case where this would matter is if they are found not-guilty by the courts, but guilty by the company. I think we all know how likely that'll be..

    2. Re:What is there to review? by HiThere · · Score: 2

      It hasn't been proven that the particular officials that engaged in stock trades had, or even should have had, knowledge of the incident. That I believe they did is irrelevant.

      OTOH, WTF!!! Why on earth would I believe any report made by a company investigating itself for wrong-doing. Even when there's an outside investigation companies are *known* for passing the blame to innocent parties. Or subordinates who were operating under threat, and were at most accessories after the fact.

      To me this screams that the board itself was probably participating in this scam. Whether than can be proven or not is a separate matter. I also feel they will definitely hide any evidence of their own guilt as thoroughly as they can.

      --

      I think we've pushed this "anyone can grow up to be president" thing too far.
    3. Re:What is there to review? by dgatwood · · Score: 1

      If the company finds that they breached their fiduciary duty in some way, they can try to go after their ill-gotten gains in civil court.

      --

      Check out my sci-fi/humor trilogy at PatriotsBooks.

    4. Re:What is there to review? by Plus1Entropy · · Score: 1

      People form corporations because they offer "limited liability", i.e. the company is liable, not the individuals.

      However, the Board of Directors are personally liable for certain things (e.g. employee pay, taxes) if the company fails to meet its financial obligations. That means their personal property can be liquidated, if necessary, to pay whatever they owe. They can't simply bankrupt the company and walk away.

      --
      Only crack the nuts that crack. You don't put the ones that don't crack in the sack.
    5. Re: What is there to review? by Anonymous Coward · · Score: 0

      The only way to make this worse would be to put the ex ceo and cio in charge of the panel. Then it would be independent and fair. Wink.

  4. Equifax by Anonymous Coward · · Score: 0

    Really?

    Yet another article about Equifax?

    I have no idea why they are in the news since I simply don't care, but man, they do get a lot of publicity here on Slashdot.
    Can we mix it up with some GNU news, maybe?

    1. Re:Equifax by Anonymous Coward · · Score: 0

      Really?

      Yet another article about Equifax?

      I have no idea why they are in the news since I simply don't care, but man, they do get a lot of publicity here on Slashdot.
      Can we mix it up with some GNU news, maybe?

      Yes, I agree.

      We need another article about The Year Of The Linux Desktop!!!!

    2. Re:Equifax by Anonymous Coward · · Score: 0

      >> Yet another article about Equifax?
      >> [...]
      >> Can we mix it up with some GNU news, maybe?

      > Yes, I agree.
      > We need another article about The Year Of The Linux Desktop!!!!

      GNU/Linux Desktop

  5. The panel will find by Anonymous Coward · · Score: 0

    that there were no irregularities.

  6. SEC? by seven+of+five · · Score: 2

    Special committee my ass!
    Why have 100 SEC agents not busted down their doors and hauled off truckloads of documents?
    Is there no longer any SEC to worry about?

    1. Re:SEC? by rudy_wayne · · Score: 1

      The SEC has been mostly irrelevant for at least 20 years.

    2. Re:SEC? by rickb928 · · Score: 2

      The SEC is sometimes slow to act. But when it has a plainly illegal situation, it acts. Mostly for the PR, perhaps, but this will not go well for the Equifax execs involved.

      Proving mostly that they were incompetent at a breathtakingly broad scope. God, bad security head hire, bad management, bad response, and trying to cash out before the fan went on high speed. Almost as bad as it can get. Only when we learn they backed their security head's destruction of the careers of the whistlelblowers who knew they were vulnerable will this finally come full circle. But that may or may not ever be known.

      --
      deleting the extra space after periods so i can stay relevant, yeah.
    3. Re:SEC? by Antique+Geekmeister · · Score: 1

      > The SEC is sometimes slow to act. But when it has a plainly illegal situation, it acts.

      As best I can tell, the SEC has been stripped of resources with which to investigate _anything_ in the last few decades. This lack of resources, and the enforced unwillingness to investigate complex cases or those against powerful interests, has profoundly reduced their ability to prosecute even the most blatant abuses when the fiscal or political cost of the investigation would be high.

      The result is that they seem to only pursue high profile cases when ordered to for political reasons. Lower profile cases, with high return-on-investment, and above a quite high threshold to justify the investment at all, seem to be the only cases pursued by its reduced staff with their limited resources and political capital.

      > trying to cash out before the fan went on high speed.

      I'd expect to see a great deal of "I had no knowledge of this when I sold my stocks". It can certainly happen when someone needs money for family needs or a different investment. I admit I've been frustrated when selling off options myself due to unannounced stock freezes as business deals of which I'd been unaware.

  7. "We have investigated ourselves..." by Theaetetus · · Score: 5, Insightful

    "... and have cleared ourselves of any wrongdoing."

    1. Re:"We have investigated ourselves..." by Anonymous Coward · · Score: 0

      Remember folks, we take these matters seriously. (we made 90 million! woohoo!, high five!)

    2. Re:"We have investigated ourselves..." by Anonymous Coward · · Score: 0

      what? i can't hear you over the sound of all those industrial shredders.

  8. A Special Committee?!? Oh noes!!! by elrous0 · · Score: 1

    Are they going to punish the evil-doers with a very harshly-worded letter?

    --
    SJW: Someone who has run out of real oppression, and has to fake it.
    1. Re:A Special Committee?!? Oh noes!!! by fibonacci8 · · Score: 3, Funny

      Worse than that, the investigation will negatively impact their credit rating.

      --
      Inheritance is the sincerest form of nepotism.
  9. You know what they say... by jennatalia · · Score: 0

    Self Licking Ice Cream cones are the best!

  10. I've always wondered this.... by Rick+Zeman · · Score: 2

    ...isn't by definition any stock sales by current officers insider trading? For good or bad, they will always have information that the public will never have. Where and how is that line drawn, and how can it not be an arbitrary one?

    1. Re:I've always wondered this.... by Herkum01 · · Score: 2

      There are ways to sell stock that without being directly involved in the decision. For example, scheduling automatic buy/sell shares every quarter at the market price. You have some foreknowledge, but it is not perfect knowledge to make the optimal decision.

    2. Re:I've always wondered this.... by tomhath · · Score: 3, Informative

      Insiders are supposed to file their plans to buy or sell ahead of time with the SEC. It becomes public information that they're going to trade so outsiders have advanced knowledge of what's going to happen, if not why.

      These guys are in trouble because they sold the stock without any advance notice.

  11. How much? by JBMcB · · Score: 1, Interesting

    So two presidents and the CEO dumped $1.8 million shares of stock? Most CEOs get paid mostly in stocks as the capital gains is less than their income tax would be. I would think they owned more than that. If you knew the stock was going to tank wouldn't you unload everything?

    There could still be insider trading happening here, but really, at a company that size a couple of million dollars in stocks isn't that much.

    --
    My Other Computer Is A Data General Nova III.
    1. Re:How much? by LifesABeach · · Score: 1

      Wouldn't Shorting a stock be an indicator of insider trading also?

    2. Re:How much? by Anonymous Coward · · Score: 0

      Not sure about equifax's structure, but it sounds like what would be the Chief Financial Officer and two VPs in most orgs.

      Generally if you are subject to insider trading laws and you want to cash out, you either:
      Have your lawyer have a broker manage your portfolio on your behalf with no knowledge of your business dealings.
      Schedule sales in advance so you can demonstrate that your insider knowledge didn't motivate the sale.

      If a C-level exec sells decides to sell shares whilst holding info that other stockholders don't have, that's insider trading. It doesn't matter if they were "probably" going to sell them anyway, or if they didn't sell all their stock. Unless they can prove that their decision to sell wasn't influenced by the info they had (which is pretty much impossible) then they're in the wrong.

    3. Re:How much? by SlaveToTheGrind · · Score: 1

      Most CEOs get paid mostly in stocks as the capital gains is less than their income tax would be. I would think they owned more than that.

      Exactly. The raw data is here. In sum:

      John Gamble (CFO) sold 6,500 out of 48,578 shares (~13%) for a total of ~$950k. Total comp in 2016 (source here) was ~$3.1 million, including ~$1.2 million in stock.
      Rodolfo Ploder (President) sold 1,179 out of 44,827 shares (~2.5%) for a total of $170k. Total comp in 2016 was ~$2.8 million, including $785k in stock.
      Joseph Loughran (President) sold 4,000 out of 42,723 shares (~9%) for a total of ~$485k. Couldn't find his total comp, but reasonable to believe it's in the same range and Nasdaq shows him receiving at least $1 million in stock this year at a glance.

      So they all sold well less than a year's worth of stock given their compensation packages. And they all made much larger sales earlier this year. Gamble's transaction in particular is a fraction of the ~48,000 shares he sold in May to the tune of $6.5 million. Ploder sold 8k shares in February for ~$1 million, and Loughran sold 7k shares in February for ~$900k.

      Given all that, the early August trades don't strike me as a smoking gun at all.

    4. Re:How much? by Anonymous Coward · · Score: 0

      they also admitted they were hacked in march also. that puts John Gamble in a position where he sold stocks two times, and both times it was not long after an incident where they were hacked, who knows, they could announce they were also hacked in January and they all were dong insider trading multiple times.

    5. Re:How much? by stephanruby · · Score: 1

      If you knew the stock was going to tank wouldn't you unload everything?

      I'm not saying one can know for sure what happened without doing an investigation.

      But unloading stocks can be complicated. There are vesting schedules, tax implications, disclosure requirements, voting considerations for the control of the company, etc.

    6. Re:How much? by Anonymous Coward · · Score: 0

      They just needed enough extra cash to pay the retainers for their new lawyers. For some reason the lawyers would not accept stock...

      This shows an awareness that the corporation's lawyers might not give these individuals the same level of legal protection that they will provide the board of directors...

  12. So now the board is going to do good? by Anonymous Coward · · Score: 0

    They gave the CEO a big pile of cash after doing a bad job.
    Either they wrote a bad employment contract or failed to enforce the contract, or both.

    I can guess how the betting line is on this second action.

  13. Misdirection by ytene · · Score: 5, Insightful

    Several years ago, the Murdoch-owned Mirror Group newspapers in the UK became embroiled in a really nasty [sinister] story when it became known that a whole host of celebrities were being subjected to phone hacking, with their SMS messages and voicemails being intercepted. When the full implications became apparent - and it was clear that the scale of the illegal acts had the potential to put senior management in a *very* difficult position, former British Prime Minister Tony Blair started to offer advice to the then Mirror Editor Rebekah Brookes.

    In emails which subsequently came to light in discovery during an investigation and trial, Blair advised Brookes and Murdoch to "hold an internal enquiry". There is an interesting explanation of that here:-

    https://www.theguardian.com/uk...

    The key point about Blair's advice is that he advocates a "Hutton-style" inquiry. This was a judicial inquiry, run by Lord Hutton, into the death of MoD scientist Dr David Kelly. The inference in Blair's advice to Brookes is to set up an *internal* inquiry, staffed by people who might look independent but would be loyal to her, then direct them to go and find the answer that Brookes wanted them to find. In other words, do something which looks official to outsiders, but which in reality can be a complete sham.

    I am reminded of that episode in this context, because this is starting to look for all the world as though Equifax management are hoping that any further accusations of wrong-doing can be stopped at the feet of those who have already left the company. Right now, the worst possible outcome for them would be a wide-ranging SEC or Federal investigation that looked at their own internal controls relating to such things as the sale of shares.

    Disclosure - I've worked for a major US financial institution who, through caution regarding this specific issue, regularly implements "share blackout" windows to literally *prevent* staff from trading shares in the run-up to the reporting of quarterly figures. In other words, I've seen some of the lengths that some companies are willing to go to in order to demonstrate that they are "squeaky clean" with nothing to hide. This latest from Equifax looks for all the world as though the Board are now worried that the SEC might sanction more of them, even further, if it can be shown that their internal financial and governance controls are wanting.

    The idea would be to implement this bogus review and find issues which could then be "fixed".

    There are several advantages to this for Equifax:-

    1. It is an attempt to persuade the SEC that their own internal controls do not require additional sanction for other directors/employees - i.e. a last-ditch attempt at damage limitation...
    2. If they find issues and implement changes to address them, the changes will be of their choosing and not imposed on them by an outside third party.
    3. It is an attempt at a public message to major shareholders that the company still takes their fiduciary duty seriously. As if anyone would believe them at this juncture.

    Of course, the thing to bear in mind here is that this is complete and utter tosh. If the company wanted to "do the right thing", they would either wait for the SEC to finish, or the board of directors would appoint a firm of outside auditors, given them wide ranging authority to go where the evidence took them, and arrange for discussions on the findings to be held with major shareholders in the room. That last would be important given the implications that any wrong-doing might include directors themselves...

    The fact that Equifax *aren't* going to the trouble of implementing an externally-led inquiry really tells you everything you need to know about the validity of what they are doing...

    1. Re:Misdirection by Antique+Geekmeister · · Score: 2

      Your analysis is very reasonable. I'd mention another opportunity of an internal inquiry: to close off avenues of inquiry by discovering what witnesses to prevent from testifying, and what evidence to eliminate before subpoenas are issued and destruction of evidence becomes a criminal matter. I've seen this happen: a company expecting a lawsuit asked for, and got, my consulting help with expunging records that were no longer legally required but which might have been of interest to a an opposing litigant. They should have been flushed previously according to the company's document retention policy, but had not been.

    2. Re:Misdirection by Anonymous Coward · · Score: 0

      Blair is still trying to cover up his affair with Wendi Deng and the fact that he's Grace's (and maybe Chloe's too) father.

    3. Re:Misdirection by guruevi · · Score: 1

      You're looking too far, this is a publicity stunt to appease the masses. If you want to avoid the SEC, all you have to do is make sure to hire a particular lawyer firm that has ties to the current SEC administration and then the investigation deadlocks. You know, like this.

      --
      Custom electronics and digital signage for your business: www.evcircuits.com
    4. Re:Misdirection by Hognoxious · · Score: 1

      If I'd sired a pair of burglar's dogs like them I'd try and hush it up.

      --
      Confucius say, "Find worm in apple - bad. Find half a worm - worse."
    5. Re:Misdirection by Anonymous Coward · · Score: 0

      interesting conspiracy theory there, but you can't even get the name of the fucking newspaper and group right, so...

  14. Can't we all tell Equifax to FO? by Anonymous Coward · · Score: 0

    What if everyone wrote Equifax and told them that Equifax is no longer authorized to store, process, or transmit their personal information? Can we tell Equifax and similar companies that our information has value and we want to control it?

  15. Mary Kay salesperson? by Anonymous Coward · · Score: 0

    Are you a Mary Kay salesperson trying to sell lipstick?

    Because we're gonna have to put a lot more lipstick on that pig to make it look good!

  16. No Honor by Anonymous Coward · · Score: 0

    Equifax seems to be missing its Seppuku moment. Equifax, you failed, fall on your sword.

  17. Company investigates own officers by AutodidactLabrat · · Score: 1

    Now who thinks this will result in criminal evidence being generated and handed to prosecutors?
    Who thinks the flying spaghetti monster is god of the universe?
    Surprise, same hands

    1. Re:Company investigates own officers by HiThere · · Score: 1

      Not true!! I believe in the flying spaghetti monster, lord of the universe!

      --

      I think we've pushed this "anyone can grow up to be president" thing too far.
    2. Re:Company investigates own officers by AutodidactLabrat · · Score: 1

      Oh, my bad.

  18. Foxes form special panel to review... by OldSport · · Score: 1

    ...the spate of all the chicken deaths in the coop.