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Equifax Investigation Clears Execs Who Dumped Stock Before Hack Announcement (gizmodo.com)

An anonymous reader quotes a report from Gizmodo: Equifax discovered on July 29th that it had been hacked, losing the Social Security numbers and other personal information of 143 million Americans -- and then just a few days later, several of its executives sold stock worth a total of nearly $1.8 million. When the hack was publicly announced in September, Equifax's stock promptly tanked, which made the trades look very, very sketchy. At the time, Equifax claimed that its executives had no idea about the massive data breach when they sold their stock. Today, the credit reporting company released further details about its internal investigation that cleared all four executives of any wrongdoing.

The report, prepared by a board-appointed special committee, concludes that "none of the four executives had knowledge of the incident when their trades were made, that preclearance for the four trades was appropriately obtained, that each of the four trades at issue comported with Company policy, and that none of the four executives engaged in insider trading." The committee says it reviewed 55,000 documents to reach its conclusions, including emails and text messages, and conducted 62 in-person interviews. "The review was designed to pinpoint the date on which each of the four senior officers first learned of the security investigation that uncovered the breach and to determine whether any of those officers was informed of or otherwise learned of the security investigation before his trades were executed," the report states.

29 of 155 comments (clear)

  1. yeah... by Anonymous Coward · · Score: 5, Insightful

    ...right

    1. Re:yeah... by interkin3tic · · Score: 5, Insightful

      Is there any way to find out how frequently execs sell their own stock and how much? Seems like you could prove whether or not its abnormal for execs to sell this amount in the period in which the company knew it had been hacked.

    2. Re:yeah... by jrumney · · Score: 2

      Trades by C level execs should all be listed in the public SEC filings. Presumably that is how this became news in the first place.

    3. Re: yeah... by Anonymous Coward · · Score: 5, Informative

      At least one requested approval a day before the hack. Those ones should be cleared immediately for obvious reasons.

      Equifax only allows executives to sell shares during certain windows. The window in question started 7/28. The hack was found 7/29. This is adequate to explain the rush of sales by executives.

      The sales were all less than 10% of what these guys held (VP of investor relations percentage is not specified).

      It's not impossible that this was shady, but it's also plausible that it was not.

      https://investor.equifax.com/news-and-events/news/2017/11-03-2017-124511096

    4. Re:yeah... by SumDog · · Score: 5, Insightful

      No one executive from the 2008 financial collapse is in prison. 1% of Americans are in prison, more than any other country in the world.

      This is why your vote doesn't matter in America. The people don't dictate policies. The top 1% do. Everything else is a puppet show.

    5. Re:yeah... by Paradise+Pete · · Score: 2

      Is there any way to find out how frequently execs sell their own stock and how much?

      Here's a list.

    6. Re:yeah... by ShanghaiBill · · Score: 4, Informative

      The rules have not changed, but they are complicated. Sales of restricted stock must be pre-announced. Sales of unrestricted stock only have to be announced after the sale.

      There are proposals to require pre-announcements of all sales by people presumed to have insider info.

    7. Re: yeah... by Anonymous Coward · · Score: 5, Interesting

      Pff I wouldn't clear the President of Information Solutions for that. He was in the direct line of command here. He would've had the ability to uncover the breach before it was initially reported. He could easily have been informed by a nervous technician, unofficially, because who would report this sort of thing by official channels when the news is this bad?

      So yeah, he learns there's some anomalies in the logs. Suspects there's been a breach. Gets approval for stock sale because hey, no one knows yet. Then he triggers an official review. Keep in mind *something* triggered the discovery of the breach. It sure as hell wasn't a routine action that uncovered it, given initial intrusions were done in March and it was only "discovered" July 29.

      Now he's got his alibi. He couldn't possibly have known through any channels because no emails were sent and he got approval before there was any reason to believe there was anything wrong, right? And just to be safe, he isn't informed officially of the breach until August 10. A president-level executive. How could there possibly be any wrongdoing?

      The most dubious part of this isn't that the stock was sold just before/after the breach was detected, btw. It's that executives weren't informed until 4 weeks after the breach was detected, and even the President of Information Systems wasn't informed until 12 days later.

    8. Re: yeah... by arglebargle_xiv · · Score: 2

      The title for the story should be "Equifax Execs Absolve Themselves of any Wrongdoing". They set up the inquiry, of course it's going to find they did nothing wrong, that was the whole point of having it.

  2. Duh by Anonymous Coward · · Score: 5, Insightful

    Equifax finds Equifax not guilty.

  3. The report, prepared by a board-appointed special by ChoGGi · · Score: 5, Interesting

    Clears Execs (not like anyone expected anything different).

    So these supposedly important members of the company weren't (officially) notified or found out about this July 29th hack till August 10th?
    I assume they were notified of the previous March hack, and how it had yet to be disclosed?

  4. No harm, no foul by PopeRatzo · · Score: 5, Insightful

    The internal investigation by Equifax cleared the Equifax executives of any wrongdoing when they sold their stock in Equifax just before the story about how Equifax was so sloppy with the personal data of millions of people who aren't even customers of Equifax that hackers were able to get all of it.

    Well, I guess that settles it. Surely, if there was wrongdoing, the internal investigation by Equifax would have found it and brought the wrongdoers to justice.

    Now watch me hit this drive...See that? Right in the middle of the fairway.

    --
    You are welcome on my lawn.
  5. Board's hiring record not good by Roger+W+Moore · · Score: 2

    These investigators were hired by the same board that hired a team of executives who had no clue about computer security and apparently had no idea that one of the largest failures of computer security ever had occurred several days earlier. With that sort of hiring record, I'm not sure I'd trust anyone they hired.

  6. Shocked! by Anonymous Coward · · Score: 2, Insightful

    "Internal investigation" by "board-appointed special committee" (how do I fit more quotes around that?).

    I, for one, am shocked they they found no wrong doing!

  7. Deregulation by Waccoon · · Score: 5, Insightful

    Any time someone says the free market can police itself, refer them to situations like this.

  8. To be fair by aldousd666 · · Score: 4, Insightful

    big companies that reward their executives with stock, or large numbers of options, usually put restrictions on the sale as part of the contract. For example, the most common contract is that they can sell their stock, but only on a 6-month schedule. So they had to have it scheduled for sale at least 6 months ahead of time. I have no knowledge of Equifax in particular, but this is SOP. It would raise a shit ton of eyebrows if not. And, if it's only just a little over a million bucks, that sounds to me like they had it scheduled. Because, if they were playing the inside they'd have made a shit-ton more than that between them.

    --
    Speak for yourself.
    1. Re:To be fair by geekmux · · Score: 3, Insightful

      big companies that reward their executives with stock, or large numbers of options, usually put restrictions on the sale as part of the contract. For example, the most common contract is that they can sell their stock, but only on a 6-month schedule. So they had to have it scheduled for sale at least 6 months ahead of time. I have no knowledge of Equifax in particular, but this is SOP. It would raise a shit ton of eyebrows if not. And, if it's only just a little over a million bucks, that sounds to me like they had it scheduled. Because, if they were playing the inside they'd have made a shit-ton more than that between them.

      And is it also SOP for the board of the company being investigated to be in charge of the investigation? To be fair, that is what reeks of the most bullshit here.

      Well that, and the fact that executives are playing dumb to not knowing about the largest breach in company history for days. Either they're corrupt and knew about the breach, or they're incompetent for holding a keep-me-in-the-dark policy regarding cyberattacks. Which is it?

    2. Re:To be fair by MikeDataLink · · Score: 2

      the most common contract is that they can sell their stock, but only on a 6-month schedule

      Yes, and many companies also have auto-buys and auto-sells for senior executives. They have no choice. This is designed to put the fire under their ass. If your stock will auto sell 1 million shares after the earnings call, it best be a good quarter! ;-)

      --
      Mike @ The Geek Pub. Let's Make Stuff!
  9. Thanks, I will wait for the Criminal Investigation by LeftCoastThinker · · Score: 4, Insightful

    Nice try Equifax, but I will wait for the findings and recommendations of the federal investigators, not some stooges you hired to put out what amounts to a PR statement.

    --
    If you disagree, please post your argument. (-1, Overrated) isn't your personal censorship tool for views you don't like
  10. Pre-Enter Sell orders by mysidia · · Score: 5, Interesting

    How about if you are an executive, then for every quarter you Pre-Enter a Sell Order assuming something bad will happen.... If you don't learn of anything catastrophic happening, then cancel or modify your sell order before it occurs and/or before it has to be reported.

    Any investigation will basically always show you knew nothing about what the bad thing was at the time you created the order ----- Because it's what you knew when you failed to cancel your order as otherwise intended that matters.

  11. Re:so the trick is... by ShanghaiBill · · Score: 2

    never email or text anyone about insider trading, got it.

    It is amazing how many people don't get it. I have read many email discussions where people openly discuss tax evasion strategies, stealing office supplies, driving stoned, etc. Never, ever, say anything in writing that you can't explain to a judge and jury.

  12. I'm not surprised, motherfuckers! by blind+biker · · Score: 4, Insightful

    So the Equifax board, composed of people who play golf with and has hired these execs, has cleared the execs of wrongdoing? What a fucking surprise.

    In a better world, both the execs, the board, and the committee they appointed, would be chilling in the slammer right now.

    --
    "The agriculture ministry is not in charge of Gundam" - Japanese ministry official.
  13. Re: Someone will file charges on this to be sure. by oobayly · · Score: 3, Informative

    I have so little confidence in Trump's abilities that I reckon he'd end up being found guilty by his own investigation.

  14. Re:The report, prepared by a board-appointed speci by thegarbz · · Score: 2

    Watercoolers are for the interested or those managers that feign interest by talking down the line. This is Equifax we're talking about. I have no doubt that these people have an ivory tower built withing a cone of silence.

  15. Re:Thanks, I will wait for the Criminal Investigat by thegarbz · · Score: 2

    People get put in jail for insider trading all the time. The problem is what looks like insider trading often isn't more than pure co-incidence. E.g. they sold stocks the day before the announcement? Have you tried selling company stock options before? With the restrictions in place they likely had been working on this sale for months, or it was scheduled as part of the standard remuneration vesting.

  16. While it may be standard by Pollux · · Score: 5, Insightful

    It needs to stop.

    About 8 years ago, I read a book called "The Battle for the Soul of Capitalism", by John Bogle, founder of Vanguard. In one of his chapters, he makes a case for ending executive stock-option compensation. The original intentions of stock-option compensation were to provide executives an incentive to perform well; as Bogle puts it, "align management's interests with those of shareholders".

    But Bogle went on to explain a key difference between executives and shareholders. Executive interests are short-term, while shareholders are invested long-term. Most individuals still invest long-term, and a substantial percentage of the stock market is locked away in retirement 401k's / 403b's, or in pension account investments. That money's not going anywhere anytime soon. But executives want their salaries as big as possible, as soon as possible. So, rather than executives making business decisions with long-term interests in mind, they selfishly make business decisions that maximize short-term values with little interest in how those decisions will affect the value of the company beyond the sell date of their stock compensation, 401k's be damned.

    And that's why we need to end stock-option compensation.

  17. Re: Someone will file charges on this to be sure. by gweihir · · Score: 2

    Now that would be an event to remember for a long time!

    Of course, the actual problem is not Trump. He is just a symptom of the morons taking over.

    --
    Most ACs are not even worth the keystrokes to insult them. Be generically insulted by this and ignored otherwise.
  18. Once again, the facts don't support the mob by SlaveToTheGrind · · Score: 2

    As I said at the time, the amounts of stock the three execs sold in this particular date range were small percentages of their overall holdings and less than amounts they sold earlier in the year (and, I suspect if someone were to take the time to look, the prior year as well, etc.) If they really were trying to liquidate their holdings in response to bad news, they did a pretty poor job of it.

    And look at it this way: if they really did know about the breach, they would have well understood that selling into that bad news would have triggered exactly the reaction it did, creating a huge amount of both civil and criminal risk in exchange for what was for them a fairly small amount of money.

    I know conspiracy theories are fun, but I'm holding out hope for a thoughtful response this time.

  19. I wonder ... by PPH · · Score: 2

    ... if these executives will be able to clear their records of these events in the Experian and TransUnion databases.

    --
    Have gnu, will travel.