Anderson blames Jobs for misstated Apple options grant

[AppleInsider]

Former Apple chief financial officer Fred Anderson, now battered and bruised by the company's options debacle, is shoving current chief executive Steve Jobs back into the melee to deflect some of the remaining blows.

In a statement that followed his settlement with the SEC on Monday, Anderson largely shifted the blame for his involvement in a backdated 2001 Executive Team grant back to Jobs. The former Apple finance chief claims that Jobs came to him in late January of 2001 and informed him that he had received the Board's approval for the massive grant on January 2nd, 2001.

"At the time Mr. Jobs provided Fred this assurance, Fred cautioned Mr. Jobs that the Executive Team grant would have to be priced based on the date of the actual Board agreement or there could be an accounting charge," Anderson's lawyer, Jerome Roth, said in the statement. "He further advised Mr. Jobs that the Board would have to confirm its prior approval in a legally satisfactory method."

Anderson then contests that Jobs offered further approval, assuring him that the Board would verify the grant. "Fred relied on these statements by Mr. Jobs and from them concluded the grant was being properly handled."

Anderson said he understood that, under Apple's stock option plan and accounting rules at the time, a grant date could be moved to a later date than the date of the actual grant decision and that there would be no compensation expense as long as the stock price on the new date was higher than the price on the original date.

"Mr. Anderson understood that the date of grant was to be moved forward pursuant to this provision from January 2 to January 17 to avoid any appearance of impropriety that might arise from a grant awarded just prior to the stock price rise that resulted from the 2001 MacWorld exhibition and Mr. Job's keynote speech at the exhibition on January 9," says the statement. "He further understood that the January 17 date was selected by Mr. Jobs and Ms. Nancy Heinen, the former General Counsel, and that the stock price on January 17 was higher than the price on January 2."

As it turns out, the Board likely never gave the necessary prior approval to the grants, contrary to what Anderson claims to have understood from Jobs.

With respect to a second grant issued to solely to Jobs during October 2001, Anderson claims "virtually no involvement" as he was not a member of the Board and did not have a formal role in compensation matters pertaining to the CEO.

"Fred had absolutely no knowledge of any alteration of Board documents and this is reflected by the fact that he is not even mentioned in those charges," according to the statement.

Those interested can read Anderson's statement, in its entirety, on the next page.

Attorney for Fred Anderson Issues Statement Regarding Settlement of Claims with the SEC

The following statement is attributed to Mr. Fred Anderson's attorney Jerome Roth, a partner at Munger, Tolles & Olson LLP in San Francisco. This statement was issued following the announcement by the United States Securities and Exchange Commission that it had settled claims against Mr. Anderson arising from his tenure as Chief Financial Officer at Apple.

"Fred Anderson has a long-standing impeccable reputation and is widely regarded as one of the most ethical CFO's in the nation whose extraordinary contributions to Apple's success during his eight-year tenure are unquestioned. He is accurately recognized by many current and former Apple employees and throughout the industry as a man of exceptional ability, achievement and integrity.

"With respect to today's announced settlement by the SEC of its complaint against him, Fred is pleased to put this matter behind him.
"In the settlement Fred makes no admission or denial of the claims by the SEC. The terms of the settlement permit Fred to continue to act as an officer or director of public companies and do not bar him from practicing before the SEC. The claims against him also do not include fraud under the two antifraud provisions of the securities laws requiring proof of knowing misconduct.

"With respect to the Executive Team grant that is the subject of the complaint against him:
Fred was told by Steve Jobs in late January 2001 that Mr. Jobs had the agreement of the Board of Directors for the Executive Team grant on January 2, 2001. At the time Mr. Jobs provided Fred this assurance, Fred cautioned Mr. Jobs that the Executive Team grant would have to be priced based on the date of the actual Board agreement or there could be an accounting charge. He further advised Mr. Jobs that the Board would have to confirm its prior approval in a legally satisfactory method. He was told by Mr. Jobs that the Board had given its prior approval and the Board would verify it. Fred relied on these statements by Mr. Jobs and from them concluded the grant was being properly handled.
Fred understood that, under Apple's stock option plan and accounting rules at the time, a grant date could be moved to a later date than the date of the actual grant decision and that there would be no compensation expense as long as the stock price on the new date was higher than the price on the original date. Apple's 1998 Executive Officer Stock Option Plan provided in Section 16 that 'The date of grant of an Option...shall be, for all purposes, the date on which the Administrator (in this case the Board) makes the determination granting such Option...or such later date as is determined by the Administrator '. Mr. Anderson understood that the date of grant was to be moved forward pursuant to this provision from January 2 to January 17 to avoid any appearance of impropriety that might arise from a grant awarded just prior to the stock price rise that resulted from the 2001 MacWorld exhibition and Mr. Job's keynote speech at the exhibition on January 9. He further understood that the January 17 date was selected by Mr. Jobs and Ms. Nancy Heinen, the former General Counsel, and that the stock price on January 17 was higher than the price on January 2.
Finally, Mr. Anderson understood that the Board of Directors, which consisted of sophisticated corporate executives of national stature, including the former Chief Financial Officer of IBM, verified the January 17 date by signing in early February 2001 a Unanimous Written Consent (UWC) with an effective date of January 17. It now appears the Board may not have given the necessary prior approval to the grants, contrary to what Mr. Anderson understood from Mr. Jobs and from the Board's signing of the UWC with an effective date of January 17.
"Mr. Anderson has agreed to pay disgorgement, the difference in the value of the stock between the January 17 date and the date in early February when the UWC was signed by the Board.

"With respect to the October 2001 grant to Mr. Jobs that is also the subject of the complaint, Fred had virtually no involvement as he was not a member of the Board and did not have a formal role in compensation matters pertaining to the CEO. Fred had absolutely no knowledge of any alteration of Board documents and this is reflected by the fact that he is not even mentioned in those charges.

"Fred Anderson remains proud of his accomplishments as a former CFO and Board member at Apple. He wishes the company and its many talented employees continued success. With this matter resolved, Fred looks forward to continuing his career as a Founder and Managing Director of Elevation Partners."

[ View this article at AppleInsider.com ]

[athletics68]

SEC obviously doesn't agree with Fred.

[fraklinc]

what a freaking scumbag, everything is getting resolve and they keep talking, making things worse, guess what fred, your where Apple chief financial officer not jobs, you will now learn words dont mean a thing, and that rules dont get bend for anyone you fail to do your job as a Apple chief financial officer take the heat and dont make things worse, saying you did it because steve told you to wont really make any difference

[BlackSummerNight]

If what he says is true, why not tell it. No reason to take the beaten by himeself.

Originally Posted by fraklinc

what a freaking scumbag, everything is getting resolve and they keep talking, making things worse, guess what fred, your where Apple chief financial officer not jobs, you will now learn words dont mean a thing, and that rules dont get bend for anyone you fail to do your job as a Apple chief financial officer take the heat and dont make things worse, saying you did it because steve told you to wont really make any difference

[Buck]

Isn't the investigation over? What's the point of this?

[melgross]

First of all, it's not a statement from Anderson. It's a statement from his lawyer. There is a difference. It's in the second person. If Anderson made the statement himself, it would be in the first person.

The reason for this is that he can deny the exact meaning of what was said without being judged on it, as he would be if he made the statement himself.

I'm not saying that this indicates any wrongdoing over and above what the judgement handed out. It's a standard way of handling these things.

I said this in a thread in AR's earlier, and I'll repeat it, as it's been my position:

Anderson's lawyers statement seems to be complete, but is after all, just an interpretation.

While Anderson's lawyer is hinting that "Jobs did it", without more details of exactly what was said, we can't rely on that statement as being the final word on what actually occurred.

As this matter has been before the SEC for months, and Job's position in the investigation has been investigated for the same length of time as has anyone else's, the fact that he hasn't been charged, while they have, seems to tell us something.

Unless more information comes out, it seems to be the only logical conclusion.

[lkrupp]

So if Jobs is indicted and removed as CEO, and Apple goes away and dies as predicted, how long would this web site last? A year? Less? Do you guys have your resumes up-to-date?

[melgross]

Originally Posted by lkrupp

So if Jobs is indicted and removed as CEO, and Apple goes away and dies as predicted, how long would this web site last? A year? Less? Do you guys have your resumes up-to-date?

That's a very strange post.

[kilraq]

*Points Melgross to the sign* <Do Not Feed the Trolls>

I swear it was etched upon forum's TOS somewhere...

Anywho, as someone else said, its a standard lawyer tactic to shift blame and cast their client in a more positive light. However, at this point it may be a little to late.

Best of luck to him on this legal battle. Hope it is not more costly than the just paying the damages.

[GaussianBlur]

I would imagine that if there was going to be any sort of further action by the SEC, Mr. Anderson would be a part of that case. His releasing a public statement that would essentially be the basis of his testimony speaks to me as if there won't be any additional fallout as that would be a definitive no-no from a litigation standpoint. More than likely he is aware that this will be his biggest opportunity to "save face" so he attempted, in a very carefully worded statement, to spread the blame a bit. There probably is more than a few grains of truth to what he said, but as a matter of discourse, it purposely avoids anything explicitly saying "Jobs knew what he was doing" but instead serves to provide a rationale for why he did what he did. In a post Sarbanes-Oxley world, that would NEVER be good enough, but in 2001, he can shrug and say that was acceptable.

In any event, I hope this will lift the dark cloud that has shrouded the company for several weeks now and have everyone focusing instead on the new products we all hope are coming our way.

[melgross]

Originally Posted by kilraq

*Points Melgross to the sign* <Do Not Feed the Trolls>

I swear it was etched upon forum's TOS somewhere...

Anywho, as someone else said, its a standard lawyer tactic to shift blame and cast their client in a more positive light. However, at this point it may be a little to late.

Best of luck to him on this legal battle. Hope it is not more costly than the just paying the damages.

If we didn't feed the trolls, there would a lot less people here.

[melgross]

Originally Posted by GaussianBlur

I would imagine that if there was going to be any sort of further action by the SEC, Mr. Anderson would be a part of that case. His releasing a public statement that would essentially be the basis of his testimony speaks to me as if there won't be any additional fallout as that would be a definitive no-no from a litigation standpoint. More than likely he is aware that this will be his biggest opportunity to "save face" so he attempted, in a very carefully worded statement, to spread the blame a bit. There probably is more than a few grains of truth to what he said, but as a matter of discourse, it purposely avoids anything explicitly saying "Jobs knew what he was doing" but instead serves to provide a rationale for why he did what he did. In a post Sarbanes-Oxley world, that would NEVER be good enough, but in 2001, he can shrug and say that was acceptable.

In any event, I hope this will lift the dark cloud that has shrouded the company for several weeks now and have everyone focusing instead on the new products we all hope are coming our way.

Hey, don't get all logical and rational on us!

[quinney]

Originally Posted by melgross

First of all, it's not a statement from Anderson. It's a statement from his lawyer. There is a difference. It's in the second person. If Anderson made the statement himself, it would be in the first person.

The reason for this is that he can deny the exact meaning of what was said without being judged on it, as he would be if he made the statement himself.

I'm not saying that this indicates any wrongdoing over and above what the judgement handed out. It's a standard way of handling these things.

I said this in a thread in AR's earlier, and I'll repeat it, as it's been my position:



Unless more information comes out, it seems to be the only logical conclusion.

I think you are right. It is an attempt by the lawyer to rehabilitate Anderson's image.
The question I have is: (assuming the investment community buys this account of
events) will that help Anderson more than it will hurt him that he is seen as a disloyal
blame shifting weasel? Imagine being a CEO of a company that was seeking venture
capital from Anderson's firm. Would you trust him?

[melgross]

Originally Posted by quinney

I think you are right. It is an attempt by the lawyer to rehabilitate Anderson's image.
The question I have is: (assuming the investment community buys this account of
events) will that help Anderson more than it will hurt him that he is seen as a disloyal
blame shifting weasel? Imagine being a CEO of a company that was seeking venture
capital from Anderson's firm. Would you trust him?

I don't think anyone is going to see him as a weasel, other than some cynical people on some forums.

He didn't really say much more than Jobs himself said publicly months ago, when this case first surfaced.

We haven't been presented with the thousands of pages of information the SEC was presented with either (nor will we be).

So, we don't know exactly what Jobs told the SEC about this. It could have been EXACTLY what Fred told them. The two may not be in conflict.

[the cool gut]

Originally Posted by fraklinc

what a freaking scumbag, everything is getting resolve and they keep talking, making things worse, guess what fred, your where Apple chief financial officer not jobs, you will now learn words dont mean a thing, and that rules dont get bend for anyone you fail to do your job as a Apple chief financial officer take the heat and dont make things worse, saying you did it because steve told you to wont really make any difference

Don't want to burst your bubble - but Fred Anderson is far more respected than Steve Jobs is in these circles. Everyone knows how Steve runs that company.

[the cool gut]

Originally Posted by athletics68

SEC obviously doesn't agree with Fred.

We actually don't know this, the SEC has not cleared Jobs as far as I'm aware. You start at the bottom and work your way up.

[danielsmi]

What I don't get is how everyone can think that Jobs knew nothing!! I mean if I was getting million of shares, I think I'd know what was going on with them especially if they were being illegally backdated!! Do you think Steve never really knew they were backdated at all? Not even in the past 6 years and that he just learned about it when the investigation started? Yeah right!! How many of you guys are that careless with your finances?

You gotta think who had something to gain from all this? I see Steve as the only person to gain anything out of this. What does this Anderson guy gain by illegally backdating someone else's stock with or without that person's knowledge or permission? That doesn't put money in his pocket, it doesn't give him a promotion. He didn't backdate any stocks for himself, so he must've been doing it at the request of the person receiving the backdated stocks.

[TBaggins]

Originally Posted by lkrupp

So if Jobs is indicted and removed as CEO, and Apple goes away and dies as predicted, how long would this web site last? A year? Less? Do you guys have your resumes up-to-date?

Aaaaand.... yet other Haterade drinker coughs up a nasty hairball.




.

[melgross]

Originally Posted by danielsmi

What I don't get is how everyone can think that Jobs knew nothing!! I mean if I was getting million of shares, I think I'd know what was going on with them especially if they were being illegally backdated!! Do you think Steve never really knew they were backdated at all? Not even in the past 6 years and that he just learned about it when the investigation started? Yeah right!! How many of you guys are that careless with your finances?

You gotta think who had something to gain from all this? I see Steve as the only person to gain anything out of this. What does this Anderson guy gain by illegally backdating someone else's stock with or without that person's knowledge or permission? That doesn't put money in his pocket, it doesn't give him a promotion. He didn't backdate any stocks for himself, so he must've been doing it at the request of the person receiving the backdated stocks.

You obviously don't run a company. Even though my two companies over the years were small, I didn't get involved in all of these financial matters.

[Rot'nApple]

Originally Posted by danielsmi

What I don't get is how everyone can think that Jobs knew nothing!! I mean if I was getting million of shares, I think I'd know what was going on with them especially if they were being illegally backdated!! Do you think Steve never really knew they were backdated at all? Not even in the past 6 years and that he just learned about it when the investigation started? Yeah right!! How many of you guys are that careless with your finances?

You gotta think who had something to gain from all this? I see Steve as the only person to gain anything out of this. What does this Anderson guy gain by illegally backdating someone else's stock with or without that person's knowledge or permission? That doesn't put money in his pocket, it doesn't give him a promotion. He didn't backdate any stocks for himself, so he must've been doing it at the request of the person receiving the backdated stocks.

Notice that you never hear stock options backdating being done for the clerk at the Apple Store!

It always seems to be the top tier, the head dogs, the executives that seem to be involved in any irregularities.

"Anderson said he understood that, under Apple's stock option plan and accounting rules at the time, a grant date could be moved to a later date than the date of the actual grant decision and that there would be no compensation expense as long as the stock price on the new date was higher than the price on the original date."

I just wish, that as a regular Joe, I could buy Apple stock and pay for it at a later date.

This is not just for Apple, because a lot of other companies seemed to be caught with their hand in the cookie jar of the appearance of impropriety relating to all this backdating of options mess, but I think all executives of major companies need to see the perp walk of executives in handcuffs to drive home the point. Have we forgotten Ken Lay, Jeff Skillings, Andy Fastow and Enron already?!

[melgross]

Originally Posted by Rot'nApple

Notice that you never hear stock options backdating being done for the clerk at the Apple Store!

It always seems to be the top tier, the head dogs, the executives that seem to be involved in any irregularities.

"Anderson said he understood that, under Apple's stock option plan and accounting rules at the time, a grant date could be moved to a later date than the date of the actual grant decision and that there would be no compensation expense as long as the stock price on the new date was higher than the price on the original date."

I just wish, that as a regular Joe, I could buy Apple stock and pay for it at a later date.

This is not just for Apple, because a lot of other companies seemed to be caught with their hand in the cookie jar of the appearance of impropriety relating to all this backdating of options mess, but I think all executives of major companies need to see the perp walk of executives in handcuffs to drive home the point. Have we forgotten Ken Lay, Jeff Skillings, Andy Fastow and Enron already?!

I hope people realise that options are for more than just the "top dogs". They are usually for anyone the company thinks is an employee of importance whom they want to keep. You will sometimes see the term "key employee" written in the quarterly report.

So no, the clerk at the Apple store wouldn't qualify. But, they might get stock grants, or sometimes the possibility that the company will allow them to buy stock without the usual fees. Sometimes, a company will pay for a percentage of the stock purchase.

[danielsmi]

Originally Posted by melgross

You obviously don't run a company. Even though my two companies over the years were small, I didn't get involved in all of these financial matters.

You never got involved in your own money or portfolio, you own stock in your own company and you don't know how much stock you have or what it's worth? You let someone else handle your personal finances for you without your knowledge? You get paid with millions of shares in stock without you knowing any of the details? I hope not, but that's what people on this forum think Steve Jobs did.

[the cool gut]

Originally Posted by melgross

You obviously don't run a company. Even though my two companies over the years were small, I didn't get involved in all of these financial matters.

Well guess what? If your bookeeper fucked up and you where audited, guess who would be fucked? You.

Interesting how you feel you are qualified to add analysis regarding a fortune 500 company with billions in revenue, based on your experience in small business. I think that's kinda cute.

[JeffDM]

Originally Posted by the cool gut

Interesting how you feel you are qualified to add analysis regarding a fortune 500 company with billions in revenue, based on your experience in small business. I think that's kinda cute.

While I don't really buy the line that Steve had done nothing wrong and knew nothing about the wrongdoing, I think that's more qualified than most people on the subject, including most that post here.

If you hadn't noticed, most people feel like commenting on something that they simply don't understand in the slightest. That type of person is everywhere.

[whoami]

nuff said!

[melgross]

Originally Posted by danielsmi

You never got involved in your own money or portfolio, you own stock in your own company and you don't know how much stock you have or what it's worth? You let someone else handle your personal finances for you without your knowledge? You get paid with millions of shares in stock without you knowing any of the details? I hope not, but that's what people on this forum think Steve Jobs did.

There's a big difference in being involved in your own portfolio. Also, a big difference when you receive stock options. Of course you know the gist of these matters.

Did I pour through the books to make sure everything was done correctly? No. Finance wasn't my area. did I ask if everything was done properly? Yes. Did the auditors go over the books to make sure? Yes.

Your questions are silly.

If people don't understand how businesses are run, and how work is divided up amongst the people qualified to do that work, then perhaps they shouldn't be so quick to comment. I don't have a degree in accounting, and neither does Steve. The people who do, are the ones doing that work.

Heinen was not only the General counsel, she was also the Board Secretary. She was responsible to get the proper meeting notes in order. If Jobs asked her if everything was in order, and taken care of, and she said yes, then that would have been about it. Nothing more would have been done from his part. You always have to assume that the people you hire are honest, unless it can be shown otherwise. Apparently, she was the one who falsified the meeting notes.

So when Fred asked Steve if everything was ok, and Steve said yes, that would have been the end of it.

I know how people on the bottom like to tear down people at the top, but if the SEC found something, you can be sure we would know. Unless more evidence comes out showing otherwise, accept this finding.

[melgross]

Originally Posted by the cool gut

Well guess what? If your bookeeper fucked up and you where audited, guess who would be fucked? You.

Interesting how you feel you are qualified to add analysis regarding a fortune 500 company with billions in revenue, based on your experience in small business. I think that's kinda cute.

I think you're cute too.

I may not have had more than 100 people in my companies, but the principle is the same, esp since one of them was a public company. What is your experience here?

[alansky]

"Everyone knows how Steve runs that company."

Throwing rocks from your safe little hole in the ground, are you?

Steve Jobs is a magician. No one ever said he was a saint, and anyone who doesn' like working with him is free to find another job.

[CosmoNut]

Did Steve Jobs do what Anderson says? Probably.

Is Steve Jobs a friekin' genius at covering his arse? Hell yes.

[melgross]

Originally Posted by CosmoNut

Did Steve Jobs do what Anderson says? Probably.

Is Steve Jobs a friekin' genius at covering his arse? Hell yes.

Anderson didn't say that Jobs DID anything. Show where he did.

What he did say was that Jobs assured him that the Board had properly approved the actions in regards to the options.

That's a very different thing!

What is happening here is that Anderson's lawyer is attempting to make it clear that his client, who wasn't even accused of being involved in changing the dates in the board notes, had an assurance that everything was ok, so that there was no reason for him to have done more of his job, which required him to PERSONALLY check it out. That was why he was fined, because he didn't do HIS job of making sure that everything was properly done.

He doesn't say the Jobs was involved in any way. Let's make that clear.

So far, at least, the SEC agrees that Jobs wasn't involved. The fact that he thought that everything was fine doesn't mean that he committed fraud. The meeting notes were the responsibility of the Board Secretary, Nancy Heinen, who was the one who altered the dates of the meeting, and who also benefitted from that.

It hasn't been the job of the CEO to do that due diligence. That is what the other layers in the corporation are for. The General Counsel, the Board Secretary, the head of the Audit Committee, the CFO, and the Chairman.

Now, with S/O, there has been an attempt to get the President, CEO, COO and others to sign off on the financial statements as well, so as to make them more involved. I don't know how well that will work.

We will have to see what the Justice Department's probe says before this is finalized.

[ecking]

Not smart Anderson, now they'll find you face down in your pool in the backyard next week.

[Mkane]

No matter how it's spun Jobs was dishonest. You can not tell me that he did not know what he was doing.

Criminal acts deserve to be punished even if that criminal is Steve Jobs. No need to ignore the laws just because the law breaker is your hero!

If Jobs goes Apple will go on no matter what dishonest fanboys might think or say.

[melgross]

Originally Posted by Mkane

No matter how it's spun Jobs was dishonest. You can not tell me that he did not know what he was doing.

Criminal acts deserve to be punished even if that criminal is Steve Jobs. No need to ignore the laws just because the law breaker is your hero!

If Jobs goes Apple will go on no matter what dishonest fanboys might think or say.

Well, you have your mind made up. I guess it would be useless to bother with any facts.

I suppose trolling is fun though.

[athletics68]

Originally Posted by the cool gut

We actually don't know this, the SEC has not cleared Jobs as far as I'm aware. You start at the bottom and work your way up.

If they were going to go after Jobs they would have done so already when they hit Anderson and Heinan.