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The Securities and Exchange Commission today announced settled charges against Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and its founder and former CEO and Chairman, William A. Furman, for failing to disclose perks provided to Furman and other Greenbrier executives and compensation Furman received from Greenbrier’s charters of Furman’s private plane for travel by company executives, including Furman. Greenbrier and Furman agreed to pay $1 million and $100,000 in civil penalties, respectively, to settle the charges.
The SEC’s orders find that Furman owned a private aircraft, which he leased to an aircraft management company to charter to third parties on his behalf. According to the orders, during fiscal years 2017 to 2021, Greenbrier paid the management company approximately $3 million to charter Furman’s plane for business-related travel, but Greenbrier did not disclose that Furman received approximately $1.6 million of that amount. The SEC’s orders also find that Greenbrier failed to disclose approximately $320,000 in perks provided to Furman and Greenbrier’s other executives from fiscal years 2017 to 2020, mostly for travel-related expenses for the executives’ spouses to attend customer and industry receptions as well as other functions.
“Public companies are required to disclose their executives’ financial interest in the companies’ transactions and to accurately record executives’ perks so that shareholders can fairly evaluate the compensation paid to those executives,” said Monique C. Winkler, Director of the SEC’s San Francisco Regional Office. “The SEC will hold companies accountable when they fail to meet their obligations to shareholders so that our markets remain transparent and fair for all.”
The SEC’s orders find that Greenbrier and Furman violated negligence-based antifraud and proxy provisions of the federal securities laws and that Greenbrier and Furman also committed or caused reporting, books and records, and internal accounting controls violations of the federal securities laws. Without admitting or denying the SEC’s findings, in addition to penalties, Greenbrier and Furman agreed to cease-and-desist from future violations of the securities laws.
The SEC’s investigation was conducted by Theis Finlev and Brian Huchro and was supervised by Jason H. Lee and Ms. Winkler, all of the SEC’s San Francisco Regional Office.