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(Full deposition embedded below) Jobs explains his reasoning for why he asked the board for mega grants of options for both himself and his top executives, but claims ignorance of the mechanics of how that was done after the board approved the grants themselves.
(It was the falsifying of board minutes for a meeting that never occurred, not the backdating per se, that got Apple’s former general counsel Nancy Heinen into hot water with the SEC—this deposition was for a case against her).
The roots of the scandal date back to 1972, when an accounting rule was put in place permitting companies to avoid recording executive compensation as an expense on their income statements so long as the income was in the form of stock options that were granted at a rate equal to the market price on the day of the grant, often referred to as an at-the-money grant.
This enabled companies to issue enormous compensation packages to senior executives without notifying shareholders.
It took until December that year until terms were finally agreed upon, at which point Apple’s stock price was .01.
Backdating was then carried out to give Jobs a lower share price which, on paper, made him million richer.
It’s a nice bonus if the company has increased in value.
(who broke the backdating story), Jobs was awarded 7.5 million shares approved at Apple’s August 29, 2001, board meeting. However, because Jobs continued to argue over the point at which they would vest, Apple missed the deadlines it needed to file the right information with the Securities and Exchange Commssion and its auditors.
Options Backdating The essence of the options backdating scandal can be summarized simply as executives falsifying documents in order to earn more money by deceiving regulators, shareholders and the Internal Revenue Service (IRS).What comes through in the deposition is how Jobs sees himself and his’ fierce loyalty to those who work for him. So I felt if I took the job, the Pixar shareholders and employees would think I was abandoning them. For instance, after selling Ne Xt to Apple in 1997, his initial reason for acting as a consultant was to get “some of the Ne Xt people into some jobs where they could help Apple.” He himself was reluctant at first to take on the CEO role at Apple because he didn’t want the people at his other company, Pixar, to “think I was abandoning them.” Then when it came time to reward his “ultra key” executives with one million options each, two of them were from Ne XT. Q: Okay, Did the board in fact fire [Gil Amelio] the following week? There aren’t too many revelations on the legal front in the document. So I took the title of interim CEO and agreed to come back for 90 days to help recruit a full-time CEO.
But the document provides the first detailed account of the incident from Steve Jobs himself in his own words. I was very concerned that Pixar was a newly public company with shareholders, employees, and I felt that – – to my knowledge there had never been a CEO of two public companies before. News of the Apple backdating scandal didn’t find its way into the public consciousness until late 2006.