SAN FRANCISCO--(BUSINESS WIRE)--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 (NASDAQ:AAPL).
“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
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
“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.”