SEC charges against ex-Nissan exec Carlos Ghosn: Settlement announced

The SEC announced a settlement in an investigation into a $140 million compensation-fraud scheme involving former Nissan chairman Carlos Ghosn, Nissan director Greg Kelly, and the company itself.

All parties under investigation paid fines and agreed to SEC conditions without admitting or denying the allegations.

Ghosn was ousted as chairman of the Renault-Nissan-Mitsubishi alliance last year amid allegations of financial malfeasance; he continues to await trial in Japan.

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The former chairman of the Nissan-Renault-Mitsubishi alliance continues to await trial on allegations of financial malfeasance in Japan, but the wheels of justice have moved forward more swiftly in the US.

The Securities and Exchange Commission announced on Monday that had settled with Nissan, Ghosn, and a former Nissan board member, Greg Kelly. Both Ghosn and Kelly were arrested in Japan last year. Ghosn has yet to be tried, and Kelly was released.

In a statement, the SEC said it has filed “settled fraud charges against Nissan, its former CEO Carlos Ghosn, and its former director Greg Kelly related to false financial disclosures that omitted more than $140 million to be paid to Ghosn in retirement.”

The investigation has been ongoing since early 2019.

Read more: Even if deposed Nissan chairman Carlos Ghosn did everything he's accused of, he shouldn't still be in a Japanese jail

The $140 million was made up of two chunks: one 0f $90 million was concealed compensation for Ghosn, while another of $50 was retirement funding for chairman who, as CEO, has engineered the Renault-Nissan alliance.

“Each year, Ghosn fixed a total amount of compensation for himself, with a certain amount paid and disclosed and an additional amount that was unpaid and undisclosed,” the SEC explained in a statement.

“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.”

Despite the scheme to conceal the payments, Ghosn never saw any of the money.

Fines paid and bans agreed to, but nobody admitted or denied the SEC allegations

“Simply put, Nissan's disclosures about Ghosn's compensation were false,” Steven Peikin, co-director of the SEC's Division of Enforcement, said in a statement. “Through these disclosures, Nissan advanced Ghosn and Kelly's deceptions and misled investors, including US investors.”

Nissan shares aren't traded on US markets, but as Reuters noted earlier this year, the carmaker “has American Depository Receipts traded on the US over-the-counter market, giving the United States authority to investigate it for potential wrongdoing.”

In response to the fraud charges, all parties under investigation parted with civil penalties: Nissan paid $15 million penalty, Ghosn paid $1 million, and Kelly paid $100,000.

According to the SEC, Ghosn agreed “to a 10-year officer and director bar,” while “Kelly agreed to ”a five-year officer and director bar and a five-year suspension from practicing or appearing before the Commission as an attorney.

The agency added that “Nissan, Ghosn, and Kelly settled without admitting or denying the SEC's allegations and findings.”