Risk & Compliance

Dow Chemical Fined $1.75M Over CEO’s Perks

An SEC investigation found the company failed to disclose around $3 million in perks provided to former CEO Andrew Liveris.
Matthew HellerJuly 5, 2018

Dow Chemical has agreed to pay $1.75 million to settle charges that it failed to properly disclose around $3 million in perks for former CEO Andrew Liveris in its proxy statements.

The U.S. Securities and Exchange Commission said Dow applied an incorrect standard in deciding not to disclose perks including personal vacations Liveris took with family using company aircraft and dues Dow paid to a charity he chaired.

Under an SEC rule, even if an expense has a “business purpose,” it must still be reported as a perk if it is not “integrally and directly related to the performance of the executive’s duties.”

“Dow applied a standard whereby a business purpose would be sufficient to determine that a benefit was not a perquisite that required disclosure,” the SEC said in an administrative order. “As a result, Dow did not satisfy the Commission’s regulations and guidance.”

The settlement follows a three-year investigation, which found Dow failed to disclose perks provided to Liveris as “other compensation” in proxy statements from 2013 to 2016.

The undisclosed perks accounted for 59% of Liveris’ additional compensation during that time. They included “travel to outside board meetings, sporting events, and personal activities; club memberships; limited use of personal assistant office time; and membership fees to sit on the board of a charitable organization,” the SEC said.

As Reuters reports, “It is not uncommon, and perfectly legal, for large U.S. companies like Dow to provide extraordinary perquisites — or company expenditures that personally benefit an executive, regardless of whether they also serve a business purpose — to top executives. However, SEC rules often require detailed annual disclosure of the perks an executive has received to the company’s shareholders.”

Liveris earned around $20 million a year as Dow’s chief executive. He retired earlier this month after leading the company for nearly 15 years.

In the settlement papers, Dow neither admitted nor denied the SEC’s findings, but a spokeswoman told Reuters, “The expenses at issue were legitimate business expenses authorized by Dow and within the scope of executive job duties.”