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The supersize era

In June, Tesla shareholders reaffirmed their intention to award the largest CEO compensation package in history to the automotive company’s controversial leader, Elon Musk.

Valued as high as $56 billion, the deal had previously been thrown out by a Delaware judge, citing a failure by members of Tesla’s board to disclose conflicts of interest with Musk. But voters representing 72% of Tesla’s voting shares — excluding those of Musk and his brother — ultimately voted to uphold the deal, which was based on Tesla’s meeting a mix of market capitalization and financial goals.

Musk’s high-profile compensation deal has led to a massive reshaping of the CEO pay landscape in recent years. Unlike standard employees, CEOs are compensated based on performance, receiving most of their income through equity awards.

Last year, payouts to chief executives reached new heights as stock awards swelled the value of compensation packages. And during the past five years, three dozen CEOs of S&P 500 companies have made at least $15.7 million annually, a new record, in what The Wall Street Journal has dubbed the “supersize era.” Most S&P 500 CEOs that the Journal studied received year-over-year raises of at least 9%; a quarter received at least 25%.

Stock awards made up 70% of pay packages for CEOs in 2023, with the median value of stock awards jumping 10.7% to $9.4 million, according to California-based corporate leadership data firm Equilar.

“Last year’s stock market was doing great, and that’s one of the main reasons why the CEO compensation packages increased that much,” says Lei Gao, associate professor of finance at George Mason University’s Costello College of Business.

Boeing, Boeing, gone

So, how does Virginia stack up?

A study by Equilar tallied salary, bonus, perks, stock awards, stock option awards, long-term awards and other compensation of 56 Virginia-based public companies with annual revenues of $1 billion or more; it found that the median total compensation for Virginia CEOs who had been on the job for more than two years grew 10.4% in 2023 over the previous year.

That’s lower than the national median compensation for S&P 500 chief executives, which rose by 12.6%.

Virginia’s top-compensated CEO in 2023 was David L. Calhoun, the embattled former president and CEO of Arlington-based aerospace and defense company Boeing. Calhoun’s compensation package last year was $32.77 million, a 46% increase from 2022, when he earned $22.48 million. While his salary and bonus remained flat at $1.4 million, he received $30.23 million in equity awards, $13 million more than he received in 2022 and nearly $8 million more than Virginia’s second-highest compensated CEO.

Calhoun took over as CEO of the Fortune Global 500 company in 2020; his predecessor, Dennis Muilenburg, was fired in the aftermath of two Boeing 737 jet crashes that killed 346 people. Under Calhoun’s tenure, the 737 Max had continued issues, including the highly publicized blowout of a door plug panel mid-flight in January. Additionally, issues with a Boeing Starliner spacecraft this year left two astronauts stranded aboard the International Space Station; they’re not expected to come home until February 2025 — on competitor SpaceX’s craft. Calhoun was succeeded as Boeing’s CEO in August by Kelly Ortberg, former president and CEO of Rockwell Collins.

“You need someone who can handle these disasters well,” explains Gao of Calhoun’s high compensation. “We want to get the best people to handle those companies in crisis, and without a decent pay package, it’s really hard to get those people.”

Last year, Boeing, which employs roughly 170,000 people worldwide, reported $22.02 billion in revenue, growing 10% over the previous year. In July, Boeing announced that it would buy back Boeing spinoff company Spirit AeroSystems in a $4.7 billion, all-stock transaction.

Virginia’s second highest compensated CEO for 2023 was Richard D. Fairbank of McLean’s Capital One Financial. Fairbank’s compensation package last year was $27.38 million. Fairbank took the No. 2 spot despite the fact that he hasn’t received a base salary since 1997. His total compensation actually decreased 1% from 2022, though he received a slight raise in bonus pay, from $4.2 million in 2022 to $5 million. His equity awards totaled $22.26 million.

Last year, the Fortune 500 credit card giant’s total revenue increased 7.4% to $36.8 billion. In his annual report to shareholders, Fairbank wrote that “credit card performance was solid, even as consumer credit losses normalized from historic lows seen during the pandemic.” He stated that Capital One shares were up 41% in 2023, with a total shareholder return of 44.3%. Additionally, its flagship suite of credit cards — Venture, Quicksilver and SavorOne — continued to enjoy solid growth, and Capital One launched two new lounges at Denver and Dulles airports.

But the biggest news came in February, when Capital One announced plans to acquire Discover Financial in an all-stock deal worth $35.3 billion. If approved by federal regulators, the merger would make Capital One the biggest American credit card issuer by balance owed and the sixth largest American bank by assets. In July, two Capital One customers filed a potential class action lawsuit against the plan, stating that it would drive up prices and reduce competition.

Virginia’s third-highest compensated CEO last year was Christopher J. Nassetta, president and CEO of Fortune 500 hospitality company Hilton Worldwide Holdings, headquartered in McLean. Nassetta received $26.56 million, a 13% increase from the $23.53 million he earned in 2022. His equity award was also the third highest, after Calhoun and Fairbank, at $21.75 million.

Hilton Worldwide reported $10.24 billion in revenue in 2023, up from $8.77 billion in 2022. The company’s revenue has been on the rise since a 2020 pandemic low of $4.31 billion; in 2019, the company reported revenue of $9.45 billion.

In its annual report, Hilton stated that it had added 1,000 hotels to its future pipeline in 2023, marking 3,300 hotels in development, a record for the company. In an earnings release, Hilton reported a systemwide occupancy rate of 71.8% in 2023, up 4.6% from the previous year.

In April, Hilton announced that it would acquire a majority controlling interest in Sydell Group, owner of NoMad Hotels, in an effort to expand the luxury lifestyle brand with 100 new hotels worldwide.

Female CEO pay stays high

CEOs saw record gains last year, in part because 2022 was a rough year for CEO pay.

“There wasn’t much growth that year, partly because of what was happening with the market in terms of supply chain issues and fears of a recession, but as we came out of 2022 and into 2023, a lot of those concerns were cleared up,” explains Courtney Yu, Equilar’s director of research. “While there were the beginnings of inflation concerns in 2023, it was still a pretty good year for the stock market, and CEOs were awarded accordingly.”

Nationally, the highest-paid CEO at a publicly traded company was Hock E. Tan of California-based semiconductor manufacturer Broadcom, who received a pay package totaling $161.8 million in 2023.

The biggest increase in compensation for a Virginia CEO in Equilar’s study was Carey A. Smith of Parsons, the Centreville-based defense contractor. Smith’s compensation increased 167% year-over-year, from $6.97 million to $18.58 million. The bulk of her pay raise came through equity awards totaling $15.22 million. Smith has been with Parsons for eight years, serving as president since 2019, CEO since 2021 and chair since 2022.

The biggest drop in CEO compensation was Timothy J. O’Shaughnessy of Arlington conglomerate Graham Holdings. O’Shaughnessy saw a 50% decrease in overall compensation, from $3.64 million in 2022 to $1.75 million last year.

Of the 56 top-earning publicly traded Virginia companies in Equilar’s study, four were helmed by women: Kathy J. Warden of aerospace and defense contractor Northrop Grumman; Phebe Novakovic of aerospace and defense contractor General Dynamics; Smith of Parsons; and Toni Townes-Whitley of federal contractor Science Applications International Corp. (SAIC).

Warden and Novakovic ranked fourth and fifth, respectively, for total compensation among Virginia CEOs. Warden’s compensation was $23.53 million, and Novakovic’s was $22.58 million. Smith pulled in $18.58 million and was ranked seventh overall, while Townes-Whitley was 13th with $10.99 million.

According to Equilar, median pay for female CEOs at S&P 500 companies outpaces that of men by 7.7%; women made up 25 of the 341 chief executives in its study. Overall, S&P 500 female executives were awarded a median pay package of $17.6 million.

In a state-by-state comparison of S&P 500 CEOs, Virginia led the pack, with its executives receiving a median pay package of $21.9 million, according to Equilar. Still, this takes only S&P 500 companies into account; if a state had a lone S&P 500 company with a highly compensated CEO, it could feasibly put that state at the top of the list.

Yu says that Virginia CEOs generally make less money than those in other states because of the type of industries the state has. Where the median pay last year for Virginia’s CEOs was $7.3 million, the S&P 500’s was $16.3 million nationally.

“Thirty percent of the companies in this Virginia study are part of the industrial sector, which doesn’t necessarily lend itself to being known for high CEO compensation,” Yu says. “That’s why you see such a difference in the median values for total compensation between Virginia companies and the S&P 500.”

Pay disparity continues to grow

While CEO pay is up, the way that their compensation is publicly reported has undergone a recent change.

In August 2022, the U.S. Securities and Exchange Commission announced new disclosure rules related to CEO pay. The rules state that companies must now disclose how much CEO stock holdings increase when the market rises. According to Gao, this change should provide more transparency when it comes to how CEOs are compensated and stoke additional investor confidence.

Yu says the change was not factored into Equilar’s study of CEO pay in Virginia, as the study concerns new compensation, not previous awards.

“It’s to help companies actually get a more full picture as to how an executive’s wealth is changing,” explains Yu of the change. “You could see a lot of differences in how equity changes.”

In recent years there have been growing concerns about the pay gap between CEOs and average employees, with some critics arguing that this difference is a powerful driver of economic inequality. When the stock market does well, this difference is heightened, as CEO pay rises while employee wages largely stay the same.

Citing findings from Institutional Shareholder Services, the Financial Times reported in June that median chief executive pay at S&P 500 companies rose by 12% in 2023, outpacing worker pay at the fastest rate in 14 years.

“The growth that we see in CEO compensation usually far outgrows the pace at which the median employee wage increases,” Yu says. “As we see higher and higher CEO compensation numbers, we tend to see that the CEO pay ratio increased more, because we’re not seeing as much growth with the median employee pay as we see with CEO pay.”

Equilar’s study of Virginia companies found a wide range of pay ratios, from 3,083:1 to 4:1. Freddie Mac’s former CEO, Michael J. DeVito, who left in March, earned $651,000 total compensation, while median worker pay was $168,105, the state’s lowest disparity. The largest disparity was Richmond-based leaf tobacco supplier Universal Corp., which heavily employs seasonal part-time laborers from developing countries; the average Universal employee earned just $1,711 annually, 0.035% of the $4.82 million earned by Universal CEO George C. Freeman.

Looking ahead, Yu predicts further increases in total chief executive compensation, usually through increases in equity awards.

“Barring another pandemic or barring another fear of recession, typically compensation tends to grow every year,” he says. “It will just be a matter of how much.” 

DOWNLOAD PDF CHART OF 2023 VIRGINIA CEO PAY

Health Wagon CEO’s pay gains attention

Once best known outside the region for its role in an annual Remote Area Medical pop-up clinic at the Wise County Fairgrounds, Southwest Virginia’s Health Wagon has gained new notoriety — and lost state funding — over executive pay. After Cardinal News reported in May that Health Wagon President and CEO Teresa Gardner Tyson makes more than $520,000 annually, Virginia legislators cut more than $800,000 in funding for the Health Wagon.

The Health Wagon provides free medical, dental and vision care to six Southwest Virginia counties and Norton through three clinics, a pharmacy and four bus-sized mobile units. It was founded in 1980 by Sister Bernadette Kenny, who offered care from her Volkswagen Beetle. Median household income in the Health Wagon’s service area ranges from $36,974 in Norton to $47,541 in Wise County.

The General Assembly began funding the Health Wagon in 2005, allocating $75,000 over two years. The amount fluctuated, but funding continued and eventually grew to $402,717 annually beginning in 2018.

That ended when legislators learned about Tyson’s compensation package, $522,326, according to the organization’s most recent filing with the IRS, which covers 2022. That’s a 113.9% increase from her pay in 2019. Paula Hill-Collins, clinical director and Tyson’s friend since the eighth grade, received $308,725 — a 53.2% increase from 2019.

During that time, the Health Wagon’s revenue increased 87%, to more than $9.2 million. The organization’s executive compensation fell from 19.2% of revenue in 2018, when total executive compensation was $467,390, to 10.7% in 2022.

By comparison, CrossOver Healthcare Ministry, which runs two Richmond-area clinics, had more than $9.5 million in revenue for the fiscal year ending June 2023, and its CEO’s compensation was $175,102. Its medical director received $186,885.

Tyson says comparing the Health Wagon “to other free clinics is neither fair to us nor them when there are many key distinctions that set us apart.” With its many services, she says, her organization is more like federally qualified health centers, nonprofits serving medically underserved populations regardless of ability to pay.

The state funding cut won’t affect services, says Tyson: “We are always seeking alternative funding sources, including grants, donations and active partnerships. To the contrary, we are expanding programs.”

The Health Wagon’s free pharmacy in Wise opened in July, just before the 25th annual pop-up clinic served 574 people, this time at the University of Virginia’s College at Wise.  

Them’s the brakes

Total compensation for S&P 500 CEOs nationwide last year marked its smallest year-over-year increase since 2015, with pay increasing 0.9% from 2021.

Here in Virginia, CEOs faced even greater headwinds — their total pay increased just 0.3% from 2021 to 2022, down from a 4.9% increase between 2020 and 2021. The slowdown was a result of reduced equity awards and smaller bonuses, which showed the largest decline of all components of CEO pay, dropping by 6% in Virginia.

CEO compensation data was gleaned from an annual study conducted by Equilar, a California-based corporate leadership data firm. To determine executive pay, Equilar tallies salary, bonus, perks, stock awards, stock option awards, long-term awards and other compensation. Altogether, Equilar examined CEO compensation data for 52 Virginia-based public companies with annual revenues of $1 billion or more. (See data for the top 40 highest-paid Virginia CEOs of publicly traded companies.)

Virginia’s top-compensated CEO in 2022 was Richard D. Fairbank of McLean-based Capital One Financial. He outearned his peers despite receiving a base salary of $0, an arrangement that has been in place since 1997. His total 2022 compensation totaled $27.6 million, a 35% increase from 2021, when he earned $20.46 million. Like most other Virginia CEOs in the study, Fairbank saw his bonus decrease between 2021 and 2022, in his case from $4.55 million to $4.25 million. The largest increase in his total compensation came from equity awards of $23.25 million — $5 million more than Virginia’s second-highest compensated CEO and up from the $15.82 million he received in 2021.

Fairbank’s boosted equity compensation reflects Capital One’s excellent performance in 2022, when the Fortune 500 credit card giant’s total net revenue increased 13% to $34.3 billion. That was an increase almost twice as large as Capital One saw between 2020 and 2021, when its net revenue increased 7%, from $28.5 billion to $30.4 billion.

Capital One declined comment for this story. Fairbank, who also serves as Capital One’s chairman and president, told investors in April that the company “posted strong top-line growth throughout 2022,” a result of transformations in the bank holding company’s technology and a focus on driving “resilient growth.”

In July, Capital One announced net income of $1.4 billion for the second quarter of 2023, up from $960 million in the year’s first quarter, but trailing the $2 billion in net income it posted in the second quarter of 2022.

Richard D. Fairbank, Capital One Financial’s CEO, had the highest compensation of any chief executive in Virginia in 2022, although his base pay remains $0. Photo courtesy Capital One Financial

Small increases, big paydays

In second place for total compensation among Virginia CEOs of public companies in 2022 was Christopher J. Nassetta, president and CEO of McLean-based Fortune 500 hospitality company Hilton Worldwide Holdings. He received $23.53 million in total compensation, a 1% increase from the $23.29 million he made in 2021. Nassetta was one of the few Virginia CEOs whose bonus compensation rose in that period, bumped up 2% from $3.35 million in 2021 to $3.41 million in 2022. His equity award was also second highest among Virginia CEOs after Fairbank’s, at $18.27 million.

Hilton Worldwide reported $8.77 billion in revenue in 2022, up from $5.79 billion in 2021. The 2021 and 2022 numbers are up from 2020’s pandemic low of $4.31 billion, which represented a massive drop from the $9.45 billion the hotelier pulled in 2019. In August 2020, Nassetta reported that Hilton was averaging around 50% occupancy across all its hotels.

The company is rapidly building back after facing this unprecedented plummet in demand and even being forced to close some properties around the world. It made notable progress in 2022: Hilton opened its 7,000th hotel and hosted almost 2 million guests globally. At the end of 2022, it counted 7,165 properties with 1.13 million rooms, as well as an additional 2,281 properties in its pipeline.

Coming in third place in terms of compensation among Virginia executives is Gregory J. Hayes, chairman and CEO of Arlington-based Fortune 500 multinational aerospace and defense conglomerate RTX, previously Raytheon Technologies until it rebranded in July.

Hayes’ overall compensation was $22.56 million, a 4% increase over his 2021 compensation of $21.79 million. Notably, his bonus sank 22%, from $4.99 million in 2021 to $3.90 million in 2022. RTX brought in revenue of $67.07 billion in 2022, a 4.17% increase from $64.39 billion in 2021. This year, the company announced it was restructuring its businesses, merging four business segments into three: Collins Aerospace, Pratt & Whitney, and Raytheon.

Nationally, leading CEOs’ median pay was $14.8 million in 2022 — a scant 0.9% above 2021, when median pay was $14.5 million. It marked the smallest year-over-year increase since 2015, according to an analysis by Equilar and The Associated Press. The small increase was a major reversal after median pay for top CEOs jumped 17% from 2020 to 2021.

“I think this is mainly because of the market; last year it was not a great market,” says Lei Gao, associate professor for the George Mason University School of Business. “This impacted CEO’s pay because a portion comes from equity.”

Nationally, Sundar Pichai of Silicon Valley-based multinational tech conglomerate Alphabet, parent company of Google, was the highest-paid U.S. CEO identified in the Equilar/AP executive compensation survey. Pichai, who also serves as Google’s CEO, received $225.98 million in 2022. He stands alone among S&P CEOs in earning more than $200 million last year. The only other CEO to earn more than $100 million was Michael Rapino of Beverly Hills-based entertainment company Live Nation Entertainment, who brought home a total of $139.01 million.

While Virginia CEOs are very well- compensated, they make on average less than one-tenth of what these top heavy-hitters rake in.

Equilar Director of Research Courtney Yu notes that because CEO compensation varies by industry, Virginia CEOs are likely to clock in on the lower end of the pay scale.

“About a quarter of the [top-earning] companies in Virginia are in the industrial sector, which is probably due to the region,” he says. “The industrial sector isn’t really a sector that we see on the higher end for compensation.”

Bye-bye, big bonuses

The economic turbulence and attendant uncertainty that characterized 2022 led to some noteworthy changes in CEO pay, especially due to a large drop in bonus pay and reductions in equity awards.

In Virginia’s CEO pay horse race, Gary Bowman of Reston-based Bowman Consulting Group experienced the biggest drop in total compensation, with his pay shooting down 72% year-over-year, from $8.31 million in 2021 to $2.35 million in 2022. His combined bonus and salary went up 4%, so the large drop can be chalked up to a change in equity awards.

The CEO who experienced the biggest boost in compensation was Michael Scott Culbreth of Winchester-based American Woodmark, a kitchen and bath cabinet manufacturer. Culbreth’s total compensation more than doubled between 2021 and 2022, shooting up 103%, from $2.25 million to $4.56 million. The change was due to a 14% bump in salary, and an increase in bonus pay from $1.27 million in 2021 to $1.55 million in 2022.

Bonuses tended to be down across the board in 2022, with only 18 of 52 — or 35% — of top Virginia CEOs seeing their bonus increase instead of decline since 2021. Virginia CEOs’ bonuses fell roughly 6% year-over-year from 2021 to 2022, averaging near $1.8 million in 2021 and closer to $1.6 million in 2022. This overall bonus decline stands in contrast to 2021, when Virginia CEOs’ bonus pay increased on average.

“For this past year, the economy was definitely much more turbulent because of supply chain issues and fears of possible recession, so it was a much tougher year for companies as compared to 2021, when the economy was experiencing a recovery from the pandemic,” says Equilar’s Yu. As a result, he adds, “We did see a drop in bonuses.”

Yu notes that bonuses in 2021 were at “the highest level that we’ve seen in quite some time,” so compensation watchers anticipated a drop. That said, the decline in 2022 was a bigger plummet than the typical up-and-down expected in these numbers, a result that accords with 2022’s inflation and general economic uncertainty.

“Bonuses vary heavily based on economic factors because a lot of the metrics that bonuses are contingent on are short-term, like revenue and things that will be swayed by economic times,” says Yu.

A few Virginia CEOs proved an exception to the rule of reduced bonuses. The Virginia CEO whose bonus grew by the largest amount in 2022 was Raymond Karl McDonnell of Herndon-based education services holding company Strategic Education. His bonus went up 312%, from $283,125 in 2021 to $1.17 million in 2022. Another CEO with a notable increase was Billy Gifford of Henrico County-based Altria Group, the Fortune 500 parent company of tobacco manufacturer Philip Morris USA. Gifford’s bonus jumped 196%, from $2.75 million in 2021 to $8.15 million in 2022.

Pay raise for women CEOs

As in 2021, women heading up publicly traded Fortune 500 Virginia companies in 2022 numbered only three: Phebe Novakovic of Reston-based aerospace and defense contractor General Dynamics; Kathy J. Warden of Falls Church-based aerospace and defense contractor Northrop Grumman; and Nazzic S. Keene of Reston-based federal contractor Science Applications International Corp. (SAIC). They represent a bit over 5% of the CEOs at this level in Virginia.

Novakovic and Warden ranked fourth and fifth respectively for total compensation among all Virginia CEOs. Novakovic’s compensation clocked in at $21.48 million, while Warden posted total compensation of $20.67 million in 2022. Keene ranked 19th on the Virginia CEO pay list in 2022, with her total compensation up 4%, from $8.34 million in 2021 to $8.64 million in 2022. (Keene, who is retiring in October, is being succeeded by former Microsoft executive Toni Townes-Whitley, also formerly president of CGI Federal.)

On a national level, women CEOs’ median pay was greater their male counterparts’ compensation.

“Broadly speaking, we did see an uptick in pay for female CEOs at the median compared to male CEOs,” says Yu. “In our annual CEO study, this is the first time since 2018 that women have made more than men at the median level.”

Growing pay gap

Concerns about the widening wealth gap in the U.S. have shown a spotlight on the ratio between CEO pay and median employee pay in recent years.

At companies included in the Equilar/AP executive compensation study, workers earned a median pay of $77,178 in 2022, a 1.3% increase from $76,160 from 2021. Despite the salary bump, it would still take the median worker a shocking 190 years to earn the amount that an executive making median CEO pay receives in a single year.

In Virginia, the ratio between CEO and employee pay at top companies varied extremely widely. Among companies in the Equilar study, that ratio ranges from 4:1 to 2,411:1, with most companies on the list falling between 50:1 and 300:1.

Freddie Mac (Federal Home Loan Mortgage Corp.) showed the lowest disparity in 2022, as in 2021, with median worker pay of $161,130 coming in at 25.5% of CEO Michael DeVito’s compensation, which totaled $631,385. Richmond-based leaf tobacco supplier Universal Corp. had the highest disparity due to its heavy use of seasonal part-time laborers, many from developing countries, who earned a median of $2,004 in 2022. Universal CEO George Freeman made $4.83 million last year.

Some institutional investors have balked at ever-increasing CEO pay, prompting boards to hold votes on the issue. Some experts believe federal rules on CEO compensation may be in order.

“Regulations might help the market to address some of the ethical questions about pay to CEOs,” says Gao. “One issue that academic and the market industry people hate is when heavy cost comes from regulation. But this one, I don’t think there are many costs associated with it. And since it can provide more transparency to the market, it seems to be something we should do and the market can benefit from.”

The political will for such a move may be lacking, but how much the chasm between CEO and worker pay will widen as the years tick by remains an important and much-discussed question.  

Click here for a larger version of the below CEO pay chart. 

Virginia CEO pay report

CLICK HERE TO ENLARGE IMAGE

FTC fines Capital One CEO for failing to file stock transaction

The Federal Trade Commission fined McLean-based Capital One Financial Corp. CEO Richard Fairbank a $637,950 civil penalty for violating antitrust laws in finalizing stock acquisitions, the FTC announced Thursday. The settlement must be approved by the U.S. District Court for the District of Columbia.

The FTC alleged that Fairbank violated the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 in his acquisition of Capital One stock. In 2018, Fairbank’s compensation package included more than 100,000 Capital One shares, which increased his holdings to $168 million. The complaint alleged that Fairbank failed to report the award to federal antitrust authorities and illegally finalized it before agencies could investigate.

The HSR Act requires companies and individuals to report transactions over a certain threshold to the FTC and the Department of Justice. Thresholds are determined by the size of the transaction and the size of the person involved. In 2021, the size of the transaction threshold is $92 million.

The FTC and the Department of Justice have 30 days after a transaction is reported to conduct an initial investigation and file a second request for additional information. The maximum civil penalty for an HSR violation is currently $43,792 per day.

The FTC alleges that Fairbank failed to file prior to acquiring Capital One voting securities in 1999 and 2004. He made a corrective filing in 2008.

Fairbank violated the HSR Act in 2018 from March 8, 2018, until Jan. 17, 2020, after he had made a corrective filing and observed the 30-day waiting period, according to the FTC.

The FTC settlement was referred to the Department of Justice, which filed the complaint in the U.S. District Court for the District of Columbia on Sept. 2.

The proposed settlement will be published in the Federal Register and will have a 60-day comment period before the U.S. District Court rules. Anyone can send written concerns to U.S. special attorney Maribeth Petrizzi.