The U.S. Securities and Exchange Commission (SEC) announced on Wednesday that it has reached a settlement with Toronto-based MDC Partners Inc. following allegations that the firm didn’t disclose its CEO’s compensation properly.
Specifically, MDC has agreed to pay a US$1.5-million penalty to settle charges that it “failed to disclose certain perks enjoyed by its then CEO and separately violated non-GAAP financial measure disclosure rules.” The firm consented to the SEC’s cease-and-desist order without admitting or denying the findings.
The regulator’s order finds that the firm failed to disclose benefits the company paid on behalf of its former CEO, Miles Nadal, including private aircraft usage, club memberships, cosmetic surgery, yacht and sports car expenses, jewelry, charitable donations, pet care, and personal travel expenses. In 2015, Nadal resigned and returned US$11.285 million worth of perks and other expense reimbursements that he received from 2009 to 2014.
“Compensation paid to high-ranking executives must be fully disclosed,” says Stephanie Avakian, acting director of the SEC’s enforcement division, in a statement. “MDC Partners failed to give its shareholders all of the relevant information about how its top executive was being compensated by the company.”
The SEC’s order also finds failed that MDC improperly used non-GAAP measures in its financial statements, and failed to give GAAP metrics equal or greater prominence to non-GAAP metrics in its earnings releases.
“We are extremely pleased to have concluded the SEC investigation,” says Scott Kauffman, chairman and CEO of MDC, in a statement. “I am particularly gratified that the SEC formally acknowledged MDC’s high level of co-operation, our in-depth internal investigation conducted by the company’s special committee with outside counsel, and our self-initiated remedial measures.”