Anderson blames Jobs for misstated Apple options grant
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."
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."
Comments
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
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.
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.
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.
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.
*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.
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!
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?
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.
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.
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.
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.
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.
.
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.
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?!
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.