The Board of Directors of Equifax today released the report by a Special Committee created to review the trading of Company stock by certain executives following the detection of suspicious activity in the company’s network and prior to public disclosure of the incident. The report solely relates to the securities trading matter.
In each case, the Special Committee found the executive had received email notification that the trading window for Equifax stock transactions by executives would open July 28 and remain open through August 31, according to the company’s Insider Trading Policy. Each executive had sent an email to the Legal Department requesting preclearance to sell shares, received the required approval, and sold shares before learning of the existence of a “security incident” that was under investigation.
I must say, as someone who has worked in this field for more than 34 years, I find this conclusion believable. In my experience, no executive would be dumb enough to trade on information like this, knowing that the stuff would soon hit the fan and that the bright spotlight of the media (and the SEC) would soon focus on all of his or her recent actions.
The Compensation Committee or Board could still determine to claw back some compensation or, more likely, reduce (or eliminate) incentive payouts for 2017. Stay tuned.