Perk Problems Ensnare Another Company as SEC Clarifies Covid-19 Impact

This week the SEC announced charges against Hilton Worldwide Holdings for failing to disclose approximately $1.7 million worth of perquisites related to personal use of the company’s corporate jet and executive hotel stays. The commission says the hotelier “failed to appropriately apply the SEC’s compensation disclosure rules to its system for identifying, tracking and calculating perquisites.”

This enforcement action and a recently released compliance and disclosure interpretation (CD&I) outlining some pertinent perquisite issues that may come up during the Covid-19 pandemic are signals that the commission is focusing on perk identification and disclosure, sources say. Governance experts suggest that compensation committees take a closer look at perquisite disclosures, particularly surrounding jet use in light of these enforcement actions and travel impacts stemming from the pandemic.

…According to disclosures made in 2020 and analyzed by public company intelligence provider MyLogIQ, only 26 companies specifically disclosed aircraft travel in perquisite calculations.

SEC Enforcers Listening to All Sources, Including Activists

Insurance underwriter Argo Group has been asked by the SEC to hand over documents related to perks awarded to its executives.

The SEC inquiry into Argo’s disclosures on executive perks, which was first reported by Bloomberg, comes after a proxy fight with Voce Capital earlier this year, and could indicate that activist investors have the ear of the SEC.

“The takeaway for boards is that the SEC listens to information from all sources,” says Brad Mroski, managing director at AlixPartners and former assistant chief accountant in the SEC’s Division of Enforcement. “The better the fact pattern is laid out, the more actionable it can be by the SEC.”

Tesla’s Growing SEC Problems

The SEC does not disclose its ongoing investigations, but from news reports I believe the Commission has issued a formal order of investigation related to Tesla’s non-disclosure of the Florida autopilot fatality in May. Tesla, despite its initial claims of ignorance, appears to be under investigation by the SEC. I believe the Commission has likely… Continue reading Tesla’s Growing SEC Problems