Nissan Motor Co., Ltd. has entered into a settlement agreement with the United States Securities and Exchange Commission (SEC) in an administrative tribunal action in connection with material misstatements regarding director compensation in Nissan’s prior annual securities reports.
The SEC approved the settlement and it is final.
Nissan will pay $15 million, while the comapany's former Chairman and Representative Director Carlos Ghosn Ghosn agreed to a $1 million civil penalty and a 10-year ban from serving as an officer or director of a publicly traded U.S. company, the SEC statement said.
Ghosn was arrested in Japan and fired by Nissan last year. He is awaiting trial in Tokyo on financial misconduct charges that he denies.
Former Nissan human resources official Gregory Kelly agreed to a $100,000 penalty and a five-year officer and director ban. Nissan, Ghosn, and Kelly settled without admitting or denying the SEC’s allegations and findings.
The SEC said in total Nissan in its financial disclosures omitted more than $140 million to be paid to Ghosn in retirement — a sum that ultimately was not paid. The SEC also accused Ghosn in a suit filed in New York that he engaged in a scheme to conceal more than $90 million of compensation. That suit is being settled as part of the agreement announced Monday.
Nissan now has a new governance structure with three statutory committees — audit, compensation and nomination — and has amended its securities reports for all relevant years.
The SEC said “Ghosn and his subordinates, including Kelly, crafted various ways to structure payment of the undisclosed compensation after Ghosn’s retirement, such as entering into secret contracts, backdating letters to grant Ghosn interests in Nissan’s Long Term Incentive Plan, and changing the calculation of Ghosn’s pension allowance to provide more than $50 million in additional benefits.”
“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,” said Stephanie Avakian, co-director of the SEC’s Division of Enforcement.