Risk & Compliance

Nissan, Execs Settle SEC Charges Over Undisclosed Compensation

Ex-CEO Ghosn was charged with hiding $140 million from investors.
Lauren MuskettSeptember 23, 2019

The former chief executive of Nissan, Carlos Ghosn, and its former director Greg Kelly have agreed to settle with regulators over charges related to false financial disclosures that omitted more than $140 million to be paid to Ghosn in retirement, the Securities and Exchange Commission said in a statement.

Ghosn agreed to a $1 million fine and 10-year ban from serving as an officer or director of a publicly traded U.S. company. Nissan agreed to pay $15 million. Kelly agreed to a $100,000 penalty, a five-year officer and director ban, and a five-year suspension from practicing or appearing before the SEC as an attorney.

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Ghosn, Kelly, and Nissan settled the charges without admitting or denying the SEC’s allegations.

The $140 million in undisclosed compensation was never paid out to Ghosn.

Carlos Ghosn arrives at Tokyo District Court last June.

“Investors are entitled to know how, and how much, a company compensates its top executives. Ghosn and Kelly went to great lengths to conceal this information from investors and the market,” Stephanie Avakian, the co-director of the SEC’s Division of Enforcement, said in a statement.

In a suit filed in New York, the SEC also alleged Ghosn participated in a scheme to hide more than $90 million in compensation. That suit was being settled as well, the SEC said.

Nissan said it had cooperated with the SEC and that it was, “firmly committed to continuing to further cultivate robust corporate governance.” The company has amended its securities reports for the period when the scheme took place, and it has a new governance structure, with audit, compensation, and nomination committees.

Earlier this month, Nissan announced CEO Hiroto Saikawa was resigning after he admitted he and other executives were overpaid through a stock-related payment program. Saikawa said he would return money he “shouldn’t have received.”

Ghosn was arrested last year in Japan where he faces charges of financial conduct.

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