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Contrary criminal

A saintly corporate star bilked SafeNet of millions but kept none of it

Sun Special Report

May 04, 2008|By Tricia Bishop , Sun reporter

"I know the positive things she has done in support of parish life and also her family life and as a mother," Armstrong said.

Argo organized snacks for her kids' sports teams and drove players around. And she continued to impress her boss and SafeNet's board of directors.

"She rarely complained or asked anything for herself. Success of the company and its people and satisfaction of customers were always her primary concern," former board member Shelley Harrison wrote in a letter to the court.

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"Early on I expressed to Carole and then Caputo, on her behalf, that she was underappreciated in compensation and recognition of accomplishments."

But 2001 was a rough year. Customers had slowed information-technology spending. Executives lowered first-quarter financial estimates in late March, which sent the stock tumbling nearly 62 percent in one day - to $12.81 from $33.38. No executives would get bonuses that year.

On top of the day-to-day business challenges, Caputo's employment contract was set to expire at year's end, and he and the compensation committee were hashing out the details of a new one. Before long, it was December, and talks weren't going well.

He wanted 200,000 stock options and wanted them backdated to Oct. 1, according to the SEC and a statement Argo made during her arraignment. That happened to be the day SafeNet's stock reached its second-lowest point for the year, $5.85. The committee offered Caputo 50,000 options. He refused to sign.

At that point, he had been leading the business for 15 years - he was the business. With little leverage, the committee met him most of the way. In December, it approved an additional 100,000 options - 150,000 total -for Caputo, all backdated to Oct. 1. The group also rewarded Argo with 45,000 backdated options.

Backdating the options inflated their worth by more than a half-million dollars for Argo and nearly $2 million for Caputo.

As CFO, Argo made the option arrangements, but she never made arrangements to account for their expense. She also altered the minutes of the committee meeting at which the added options were approved, to further cover up the backdating, according to the SEC and the federal indictment against her.

Court documents claim that she made handwritten changes to the minutes, so they read "As a signing incentive, the Committee previously approved a stock option grant for 100,000 options" instead of "as a signing bonus, the Committee recommended 100,000 options."

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