SEC v. Nicholas Bowerman, No. 1:24-cv-12282, District of Massachusetts (Sept. 20, 2024) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

SECURITIES AND EXCHANGE
COMMISSION,

                                            Plaintiff,

                        v.

NICHOLAS BOWERMAN,

                                Defendant.

Case No. 1:24-cv-12282

COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint
against Defendant Nicholas Bowerman (“Bowerman”), and alleges as follows:
SUMMARY
1. This matter involves accounting and disclosure fraud perpetrated by Bowerman, a
resident of the United Kingdom, and a former finance director at Pipeline Engineering
(“Pipeline”), a business unit of CIRCOR International, Inc. (“CIRCOR”), a former publicly
traded company based in Massachusetts.
2. From at least the first quarter of 2019 and continuing through the third quarter of
2021, Bowerman intentionally manipulated Pipeline’s financial results, which were incorporated
into CIRCOR’s consolidated financial statements.  Bowerman sought to make Pipeline appear
more profitable and financially stable than it actually was to help it meet its financial targets and
preserve his own job.
3. Bowerman carried out his fraud by knowingly or recklessly making unsupported
and unauthorized journal entries and other adjustments to Pipeline’s books and records.
Bowerman, for example, artificially inflated lease-related assets and reduced lease-related

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liabilities, as well as overstated balances in bank accounts held in the United Arab Emirates
(“UAE bank”).
4. Bowerman concealed his misconduct by, among other means, circumventing
CIRCOR’s internal accounting controls by manipulating account reconciliations and business
reports and falsifying certifications; fabricating bank confirmation statements; altering emails;
and misleading CIRCOR management and its independent auditors.  As a result, Bowerman’s
misconduct went undetected until the audit of CIRCOR’s 2021 financial results.  When
Bowerman was confronted on at least one occasion in March 2022, he acknowledged he altered
financial reports and fabricated bank confirmations out of a desire to meet financial targets and
keep his job.
5. As a result of Bowerman’s manipulation of Pipeline’s financial results,
Bowerman caused CIRCOR to: (1) overstate 2019 operating income by $7.2 million, or 24%; (2)
understate 2020 operating loss by $34.5 million, or 36%; and (3) understate the nine-month
period ended October 3, 2021 operating loss by $12.5 million, or 120%.
6. On July 26, 2022, CIRCOR filed its 2021 Form 10-K that contained restated
financial statements for 2019 and 2020, and for 2021, the quarterly and year-to-date periods to
October 3, 2021.
JURISDICTION AND VENUE
7. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
8. Defendant directly and indirectly made use of the means or instrumentalities of
interstate commerce, or of the mails, or of a facility of a national securities exchange, in
connection with the transactions, acts, practices, or courses of business alleged herein.

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Defendant’s conduct had a foreseeable substantial effect within the United States by
manipulating financial results of a business unit that were consolidated with, and incorporated
into, the financial results of CIRCOR, a U.S. based public company, and included in CIRCOR’s
current, periodic, and annual reports it filed with the Commission.
9. Venue lies in this judicial district pursuant to Section 22(a) of the Securities Act
[15 U.S.C. § 77v(a)] and Sections 21(d) and 27 of the Exchange Act [15 U.S.C. §§ 78u(d) and
78aa].  During the relevant period, CIRCOR had its principal place of business in Massachusetts.
Certain of the acts, practices, transactions, and courses of business alleged in this Complaint
occurred within this District and were carried out, directly or indirectly, by making use of means
or instrumentalities of transportation or communication in interstate commerce, or the mails, or
the facilities of a national securities exchange, including by sending fabricated documents to
CIRCOR’s corporate offices and auditors located in Massachusetts.
DEFENDANT
10. Nicholas Bowerman, age 48, is a resident of Darlington, England.  He was the
finance director at CIRCOR’s Pipeline business unit based in England from February 2011 until
his termination in March 2022.  Between 1997 and 2010, Bowerman worked in accounting and
financial reporting roles for subsidiaries of other former U.S. publicly traded companies where
he was responsible for, among other things, preparing periodic financial statements and
implementing internal accounting controls.  Bowerman holds a Chartered Global Management
Accountant (CGMA) designation and Associate Chartered Management Accountant (ACMA)
designation from the Chartered Institute of Management Accountants.

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RELATED ENTITIES
11. CIRCOR International, Inc. is a Delaware corporation headquartered in
Burlington, Massachusetts, that manufactures technology productions and sub-systems for the
industrial, aerospace, and defense markets.  At all relevant times, CIRCOR’s stock was
registered under Section 12(b) of the Exchange Act and traded on the New York Stock
Exchange under the ticker “CIR.”  CIRCOR also filed and furnished periodic reports, including
Forms 8-K, 10-K, and 10-Q, with the Commission pursuant to Section 13(a) of the Exchange
Act and related rules thereunder.  Additionally, CIRCOR offered and issued securities in the
form of restricted stock units to employees (including Bowerman), officers, and directors
pursuant to its registration statements on Form S-8 filed on July 31, 2014 and May 14, 2019
that incorporated by reference CIRCOR’s periodic filings made with the Commission.  As a
result of a merger, CIRCOR was de-listed from the New York Stock Exchange and terminated
registration of its stock under Section 12(b) of the Exchange Act on October 30, 2023.
12.  Pipeline Engineering was a CIRCOR business unit based in Catterick, United
Kingdom, with additional operations in Houston, Texas, and Dubai, United Arab Emirates.
Pipeline was a component of CIRCOR’s industrial reportable segment, and designed,
engineered, manufactured, and deployed pipeline equipment for the oil and gas industry.
CIRCOR closed Pipeline in April 2022.
TERMS USED IN THIS COMPLAINT
13. Generally Accepted Accounting Principles (“GAAP”) refers to a common set of
accounting rules, requirements, and practices issued by the Financial Accounting Standards
Board and the Governmental Accounting Standards Board.  Public companies in the U.S. (like

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CIRCOR during the relevant time period) are required to follow GAAP when completing their
financial statements.
FACTS
14. Bowerman was the finance director at CIRCOR’s Pipeline business unit based in
the United Kingdom from February 2011 until his termination in March 2022.
15. As with many of CIRCOR’s other business units during the relevant time frame,
Pipeline was responsible for maintaining its own books and records in an independent local
accounting system, referred to as IFS.  However, Pipeline’s financial results were transmitted
monthly to CIRCOR’s corporate offices in Massachusetts for inclusion in CIRCOR’s
consolidated financial statements via a separate internal accounting system, referred to as SAP
Business Process Consolidation system (“BPC”).  Bowerman was responsible for this process
on behalf of Pipeline.
16. At all times relevant to the allegations in this Complaint, CIRCOR implemented
three internal accounting controls related to the transmission of financial results.
17. First, CIRCOR required monthly reconciliations of the transmitted financial
results and Pipeline’s books and records.
18. Second, CIRCOR required that each business unit (like Pipeline) compile and
disseminate quarterly to leadership a Business Performance Review (“BPR”) that analyzed
balance sheet and income statement fluctuations.  CIRCOR’s policies and procedures required
that, among other things, BPRs contained additional support corroborating unusual or
unexpected financial results, including balance sheet and income statement line items that
materially increased or decreased during the relevant period.

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19. Third, CIRCOR required each business unit finance director, like Bowerman, to
certify monthly that, among other things, the business unit financial statements were complete,
correct, and accurate.
20. As Pipeline’s finance director, Bowerman was responsible for, among other
things, ensuring the completeness and accuracy of the business unit’s books and records, and
implementing each of these internal accounting controls and accounting policies at Pipeline.
Although Bowerman was supported by two bookkeepers, he was otherwise the only employee
at Pipeline with financial reporting responsibilities.  As such, Bowerman was solely
responsible for migrating Pipeline’s financial results from IFS to BPC, as well as reconciling
those amounts, preparing Pipeline’s BPRs, and certifying that Pipeline’s financial statements
were complete, correct, and accurate.
21. Exporting the financial results from IFS and importing them into BPC required
Bowerman to upload and transmit data which provided him an opportunity to alter the actual
financial results.
22. Bowerman understood that Pipeline’s financial statements were included in
CIRCOR’s consolidated financial statements filed with the Commission.  As a result, he knew,
or was reckless in not knowing, that his manipulation of Pipeline’s books and records could
have a material impact on CIRCOR’s consolidated financial statements.
A. Bowerman’s Fraud
23. From at least the first quarter of 2019 and continuing through the third quarter of
2021, Bowerman used his access to both IFS and BPC accounting systems to artificially inflate
Pipeline’s financial condition, cash flows, and results of operations.

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24. Bowerman executed his scheme by repeatedly making unsupported and
unauthorized accounting adjustments to the local accounting system’s financial results before
transmitting the results to the consolidation system without anyone knowing that he had
manipulated the results.  Bowerman’s false entries included, but were not limited to, overstated
cash balances in the UAE bank accounts, artificially increased lease-related assets, and reduced
lease-related liabilities.
25. Bowerman’s illicit adjustments caused Pipeline’s net assets recorded in BPC to
exceed Pipeline’s actual net assets recorded in IFS in amounts ranging from $14.4 million to
$24 million for the relevant periods.
26. Bowerman also overstated Pipeline’s cash balances in the accounts held at the
UAE bank by millions of dollars during the relevant period: $8.9 million as of December 31,
2019, $10.2 million as of December 31, 2020, and $13.1 million as of September 30, 2021.
27. For example, for the year end 2020 bank reconciliations, Bowerman inflated the
cash balance of a Pipeline UAE bank account by over $10 million, changing the amount from
$2,978 in the local accounting system to $10.2 million when uploading to CIRCOR’s
consolidated system.
28. In addition, from the first quarter of 2019 through the third quarter of 2021,
Bowerman made over $3.5 million in large, round number, unsupported, and unauthorized
adjustments to increase lease-related assets and reduce lease-related liabilities.
29. In just the first nine months of 2021 (to October 3, 2021), Bowerman’s improper
adjustments caused Pipeline’s capitalized operating lease assets to increase by $1.35 million,
from approximately $2.27 million to approximately $3.62 million, and its lease-related

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liabilities to decrease by nearly $2.22 million, from approximately $2.30 million to
approximately $77,000.
30. For example, in September 2021, in the lease-related accounts for Pipeline’s U.K.
location, Bowerman made a £400,000 (approximately $539,000) entry to increase its
capitalized operating leases and a £300,000 (approximately $404,000) entry to reduce the
accumulated amortization–a contra-asset account–on its leased assets.  These adjustments
inflated Pipeline’s total assets by £700,000 (approximately $943,000).
31. Similarly, in September 2021, in Pipeline’s Houston location, Bowerman made
entries of $100,000 and $600,000 to reduce the short-and long-term components of its lease-
related liabilities, respectively, which reduced Pipeline’s liabilities by $700,000.
B. Bowerman’s Attempts to Conceal His Misconduct
32. Bowerman attempted to conceal his improper entries in a number of ways,
including by circumventing CIRCOR’s internal accounting controls and fabricating bank
documents to support his entries that artificially inflated Pipeline UAE bank account cash
balances.
33.  Bowerman had direct access to Pipeline’s UAE bank accounts, unlike anyone in
CIRCOR corporate, including corporate treasury.  This allowed Bowerman to fabricate certain
bank documents and avoid detection.
34. For instance, in January 2020, while CIRCOR was preparing to file its 2019 Form
10-K, Bowerman falsified a UAE bank account balance report to make it appear that the
account balance as of December 31, 2019 was 33,414,390 AED (approximately $9 million),
when the actual balance in the UAE bank account was 434,060 AED (approximately
$117,000).

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35. Bowerman also manipulated an October 30, 2019 email from the UAE bank to
make it appear that the email was sent to him.  On January 23, 2020, Bowerman forwarded the
manipulated email, and attached the falsified December 31, 2019 UAE bank account
confirmation, to CIRCOR’s Chief Accounting Officer with the message “[r]eceived the
attached from our Middle East Bank in response to the request I sent last night.”
36. On February 25, 2020, after CIRCOR’s external audit firm requested that
Bowerman arrange for the UAE bank to send an account balance confirmation directly to the
audit firm, Bowerman sent, via email, a fabricated UAE bank account confirmation to two
UAE-based CIRCOR employees.  In the email, Bowerman asked a CIRCOR employee to print
the fabricated UAE bank account confirmation and send it to the audit firm, and added, “[n]o
need to put anything else on the envelope, they just need the report to come from UAE[.]”
37. Shortly after, Bowerman informed CIRCOR corporate accounting that he had
asked the UAE bank to send the confirmation to the audit firm by mail because of a purported
problem with email spam filtering.
38. On February 27, 2020, Bowerman informed a CIRCOR UAE-based employee
that, per internal audit’s instructions, the UAE bank could send the file that already existed
directly to the external audit firm.  As a result, the CIRCOR employee forwarded the fabricated
account confirmation, which Bowerman had created, to an employee of the UAE bank, and the
CIRCOR employee asked the UAE bank employee to send it directly to the audit firm.  Rather
than confirm the actual account balance, the UAE bank employee simply sent the fabricated
confirmation directly to the audit firm via e-mail.
39. By taking the actions described above, Bowerman knowingly or recklessly caused
the UAE bank to forward the fabricated UAE bank confirmation to the external auditors.

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40. The external auditors relied on the fabricated UAE bank confirmation during their
audit of CIRCOR’s financial statements.
41. Bowerman also circumvented CIRCOR’s internal accounting controls by
manipulating reconciliations to make it appear that the data, including total assets, liabilities,
equity, and income, from Pipeline’s local system was consistent with the data from CIRCOR’s
consolidation system.
42. For example, on a monthly basis in 2021, Bowerman uploaded large spreadsheets
saved as illegible PDF files to CIRCOR’s internal control system and approved them.
Bowerman did so to create the false appearance that Pipeline’s data was reconciled as required
by CIRCOR’s internal accounting controls.
43. Additionally, Bowerman prepared BPR reports containing bogus explanations of
fluctuations in Pipeline’s books and records.  For example, in the third quarter 2021 BPR
report, Bowerman indicated that the large increase in its lease-related assets and the large
decrease in its lease-related liabilities was due to “asset leases from Corporate,” which gave the
appearance that the transactions were initiated and approved by CIRCOR’s corporate offices.
In reality, as Bowerman knew, those fluctuations resulted from his unauthorized and
unsupported entries.
44. For 2019 and 2020, Bowerman received approximately £13,000 (approximately
$17,000 based on the average exchange rate in 2021) in bonuses based upon Pipeline’s inflated
financial results.
C. Bowerman’s Fraud Discovered
45. In February of 2022, CIRCOR and external auditors began a closer inspection of
Pipeline’s financial results, and by late February of 2022, CIRCOR and the external auditors

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had concerns regarding the unusual, round numbers that Bowerman had been responsible for
both inputting and verifying.
46. In early March of 2022, Bowerman was asked to provide support for certain
numbers in Pipeline’s revenue records.
47. Bowerman stated, in sum and substance, that he made manual and unsupported
adjustments that overstated revenue and, in turn, overstated earnings.  Bowerman also
acknowledged falsifying UAE bank account confirmations to support the falsely inflated higher
balances he had reported.  Bowerman explained that he had overstated Pipeline’s earnings to
meet target earnings for Pipeline, and that he was motivated to do so by a desire to keep his
job.
D. CIRCOR’s Restatement
48. On March 14, 2022, CIRCOR announced that the financial statements for the
years ended December 31, 2019 and December 31, 2020 included in its annual Forms 10-K and
the quarterly and year-to-date periods ended March 29, 2020, June 28, 2020, September 27,
2020, April 4, 2021, July 4 2021, and October 3, 2021 included in its Forms 10-Q should no
longer be relied upon.
49. On July 26, 2022, CIRCOR filed its 2021 Form 10-K that contained restated
financial statements for the periods referenced in its March 14, 2022 announcement.  As
reflected below, Bowerman’s misconduct caused CIRCOR to: (1) overstate 2019 operating
income by $7.2 million, or 24%; (2) understate 2020 operating loss by $34.5 million, or 36%;
and (3) understate the nine-month period ended October 3, 2021 operating loss by $12.5
million, or 120%.

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50. As reflected in the table above, Bowerman’s misconduct also caused an
adjustment to CIRCOR’s Q1 2020 goodwill impairment assessment.  The company concluded
that, had it incorporated reliable Pipeline financial results and forecasts into its Q1 2020
goodwill impairment assessment, it would have recorded an incremental $21.9 million
impairment charge.
51. In connection with the restatement, CIRCOR also disclosed that it had identified
material weaknesses in its internal control over financial reporting, including that: (1) CIRCOR
did not ensure adequate segregation of duties concerning the preparation and reconciliation of
business unit financial statements and accounting systems access; and (2) CIRCOR did not
adequately monitor bank accounts and related activity.
52. CIRCOR’s controls granted Bowerman access to both IFS, Pipeline’s local
accounting system, and BPC, CIRCOR’s consolidation system.  Bowerman was also solely
responsible for both the transmission of the financial statements of Pipeline, and the duty of
reconciliation to verify their accuracy.  Bowerman was tasked with maintaining and
implementing CIRCOR’s controls at Pipeline, but knowingly made unauthorized and
Fo r the
Nine  M onth
Pe riod Ende d:
12/31/201912/31/202010/3/2021
Operating Income (Loss), As Reported37,681$                  (60,446)$                2,122$
Reporting Errors Attributable to:
P ipeline Engineering(7,208)$                  (13,105)$                (11,218)$
Incremental Goodwill Impairment-$                      (21,896)$                -$
Other Immaterial Areas-$                      500$                      (1,276)$
Subtotal, Reporting Errors(7,208)$                  (34,501)$                (12,494)$
Operating Income (Loss), As Adjusted30,473$                  (94,947)$                (10,372)$
% Impact of Reporting Errors
   on Operating Income (Loss)24%-36%-120%
(in 000's)
For the  Ye ar Ende d:

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unsupported adjustments to Pipeline’s records, manipulated account reconciliations, and
circulated inaccurate BPR reports.
53. Additionally, no one at CIRCOR corporate, including corporate treasury, had
direct access to Pipeline’s UAE bank accounts, which allowed Bowerman to make unsupported
and unauthorized entries to increase Pipeline’s cash balances and fabricate account balance
reports to conceal his fraudulent adjustments.
54. As a result of Bowerman’s manipulation of Pipeline’s financial data, account
reconciliations, and BPR reports, CIRCOR did not make and keep books and records that
accurately reflected the company’s transactions.  Bowerman knowingly provided substantial
assistance to CIRCOR, an issuer of securities registered under Section 12 of the Exchange Act.
CIRCOR made material misstatements concerning its operating income in 10-Ks, 10-Qs, and
8-  Ks containing earnings announcements from the first quarter of 2019 and continuing through
the third quarter of 2021.
55. Bowerman’s manipulations also prevented CIRCOR from devising and
maintaining a system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or
specific authorization and recorded as necessary to maintain accountability for assets; and (ii)
to permit preparation of financial statements in conformity with GAAP.
THE DEFENDANT VIOLATED THE ANTIFRAUD
PROVISIONS OF THE FEDERAL SECURITIES LAWS

56. Bowerman knowingly or recklessly engaged in a device, scheme, or artifice to
defraud in the offer or sale of a security, and engaged in any “transaction, practice, or course of
business” which operated or would operate as a fraud or deceit upon the purchaser(s) of
CIRCOR stock, from the first quarter of 2019 through the third quarter of 2021.

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57. Bowerman knowingly or recklessly made unauthorized and unsupported
adjustments to Pipeline’s financial statements to create the appearance that the business unit
was profitable and financially stable when he knew, or was reckless in not knowing, that these
inaccurate results would be reported in CIRCOR’s consolidated financial statements.
Bowerman knew, or was reckless in not knowing, that his action could lead to materially
misleading consolidated financial statements being released to the public and filed with the
Commission.
58. Bowerman knowingly fabricated bank documents to align with his falsely inflated
cash balances and manipulated account reconciliations.
59. Bowerman provided CIRCOR corporate management and its external auditors
fabricated bank statements reflecting manipulated UAE bank account cash balances.  In a
further attempt to circumvent CIRCOR’s internal accounting controls and external audit and
hide his fraud, Bowerman manipulated email messages to cause a UAE bank employee to send
the fabricated bank statement to CIRCOR’s audit firm.
60. Bowerman signed false quarterly certifications to CIRCOR’s senior management
representing that Pipeline’s books and records were “complete, correct, and accurate.”
Bowerman knew or was reckless in not knowing that the certifications were false.
61. Bowerman was paid incentive compensation tied to Pipeline’s financial results,
and therefore, received additional compensation as a result of his fraud.
62. Bowerman’s improper adjustments to the financial statements were material.  His
misconduct caused significant accounting errors that resulted in CIRCOR restating nearly three
years of financial statements.  As a result of his misconduct, Bowerman violated the antifraud
provisions of the federal securities laws.

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FIRST CLAIM FOR RELIEF
Fraud in Violation of Section 17(a) of the Securities Act

63. The Commission re-alleges and incorporates by reference paragraphs 1 through
62 above as if fully set forth therein.
64. By engaging in the conduct described above, Bowerman, directly or indirectly, in
the offer or sale of securities, by the use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails,
a.   Knowingly or recklessly employed one or more devices, schemes, or artifices
to defraud;
b.   Knowingly, recklessly, or negligently obtained money or property by means
of one or more untrue statements of material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and/or
c.    Knowingly, recklessly, or negligently engaged in any transaction, practice, or
course of business which operated or would operate as a fraud or deceit upon
purchasers.
65. By reason of the actions alleged herein, Bowerman violated, and unless enjoined,
will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in Violation of Section 10(b) of the Exchange Act and
Rules 10b-5(a) and (c) Thereunder

66. The Commission re-alleges and incorporates by reference paragraphs 1 through
62 above as if fully set forth therein.
67. By engaging in the conduct described above, Bowerman, directly or indirectly, in
connection with the purchase or sale of securities, and by use of means or instrumentalities of

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interstate commerce, or the mails, or the facilities of a national securities exchange, has,
knowingly or recklessly:
a. employed devices, schemes, or artifices to defraud; and/or
b. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons.
68. By reason of the actions alleged herein, Bowerman violated and, unless enjoined,
will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-
5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (c)].
THIRD CLAIM FOR RELIEF
Books and Records and Internal Accounting Controls Violations
Violation of Section 13(b)(5) of the Exchange Act and
Rule 13b2-1 Thereunder
69. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 62 as if they were fully set forth herein.
70. By engaging in the conduct alleged above, with respect to CIRCOR’s books,
records and accounts from the first quarter of 2019 and continuing through the third quarter of
2021, Bowerman directly or indirectly, knowingly circumvented, or knowingly failed to
implement, a system of internal accounting controls to assure that CIRCOR’s financial
statements were prepared in conformity with GAAP or knowingly falsified or caused to be
falsified books, records, or accounts (as those terms are used in Section 13(b)(2) of the
Exchange Act [15 U.S.C. § 78m(b)(2)]) of CIRCOR.
71. By reason of the actions alleged herein, Bowerman violated and, unless enjoined,
will continue to violate, Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and
Rule 13b2-1 [17 C.F.R. § 240.13b2-1] thereunder.

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FOURTH CLAIM FOR RELIEF
Periodic Reporting Violations-Aiding and Abetting
CIRCOR’s Violation of Section 13(a) of the Exchange Act and
Rules 13a-1, 13a-11, and 13a-13 Thereunder

72. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 62 as if they were fully set forth herein.

73. By engaging in the conduct alleged above, Bowerman knowingly provided
substantial assistance to CIRCOR, an issuer of securities registered pursuant to Section 12 of the
Exchange Act, which filed materially false and misleading current reports, materially false and
misleading quarterly reports, and materially false and misleading annual reports with the SEC
that made untrue statements of material fact or omitted to state material facts necessary in order
to make the statements made, in light of the circumstances under which they were made, not
misleading, by making material misstatements concerning its revenue in 10-Ks, 10-Qs, and 8-Ks
containing earnings announcements from the first quarter of 2019 and continuing through the
third quarter of 2021, in violation of Section 13(a) of the Exchange Act, and Rules 13a-1, 13a-
11, and 13a-13 thereunder.
74. By reason of the actions alleged herein, Bowerman aided and abetted CIRCOR’s
violations of, and, unless enjoined, will again aid and abet violations of, Section 13(a) of the
Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-11, and 13a-13 thereunder [17
C.F.R. §§ 240.13a-1, 240.13a-11, and 240.13a-13].
FIFTH CLAIM FOR RELIEF
Record Keeping and Internal Controls Violations-Aiding and Abetting CIRCOR’s
Violation of Section 13(b)(2) of the Exchange Act

75. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 62 as if they were fully set forth herein.

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76. By engaging in the conduct alleged above, with respect to CIRCOR’s financial
statements from the first quarter of 2019 and continuing through the third quarter of 2021,
Bowerman knowingly provided substantial assistance to CIRCOR, which, in violation of
Section 13(b)(2) of the Exchange Act, failed to make and keep books, records, and accounts,
which, in reasonable detail, accurately and fairly reflected CIRCOR’s transactions and
dispositions of its assets, and failed to devise and maintain a system of internal accounting
controls sufficient to provide reasonable assurances that transactions were recorded as
necessary to permit preparation of financial statements in conformity with GAAP and any other
criteria applicable such statements.
77. By reason of the actions alleged herein, Bowerman aided and abetted CIRCOR’s
violations of, and, unless enjoined, will again aid and abet violations of, Section 13(b)(2) of the
Exchange Act [15 U.S.C. § 78m(b)(2)].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
Permanent Injunctions
 Permanently restraining and enjoining Bowerman from directly or indirectly engaging in
conduct in violation of the federal securities laws alleged in this Complaint.
Permanently prohibiting Bowerman from acting in an accounting or financial reporting
role at a public company in connection with the preparation of financial statements filed with the
Commission, providing substantial assistance to a public company in the preparation of financial
statements filed with the Commission, or acting as an auditor on a public company audit.
For purposes of the preceding paragraph, the following definitions apply:

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“Accounting or financial reporting role” means participating in the preparation of
financial statements; decisions about financial reporting; the creation or implementation of
accounting policies; or decisions about accounting treatment.
“Public company” means a company, foreign or domestic, that files financial statements
with the Securities and Exchange Commission.
Disgorgement and Prejudgment Interest
Ordering Bowerman to disgorge all ill-gotten gains received directly or indirectly, with
prejudgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
Civil Penalty
 Ordering Bowerman to pay civil money penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)].
Further Relief
 Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws.
Demand for Jury Trial
The Commission hereby demands a trial by jury on any and all issues in this action so
triable.

Dated:  September 5, 2024   Respectfully submitted,

      /s/ Judson T. Mihok
Judson T. Mihok
New York State Bar No. 2868446

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Gregory R. Bockin
Brendan P. McGlynn
Christine R. O’Neil
Samika N. Osbourne
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
Phone: 215-597-6500
Fax: 215-597-2740
Email: [email protected]

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 
 

SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                            Plaintiff, 
 
                        v. 
 
NICHOLAS BOWERMAN,  
 

                                Defendant. 
 

 
 
Case No. 1:24-cv-12282 
 
COMPLAINT 

      
JURY TRIAL DEMANDED 

 
Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint 

against Defendant Nicholas Bowerman (“Bowerman”), and alleges as follows:  

SUMMARY 

1. This matter involves accounting and disclosure fraud perpetrated by Bowerman, a 

resident of the United Kingdom, and a former finance director at Pipeline Engineering 

(“Pipeline”), a business unit of CIRCOR International, Inc. (“CIRCOR”), a former publicly 

traded company based in Massachusetts.  

2. From at least the first quarter of 2019 and continuing through the third quarter of 

2021, Bowerman intentionally manipulated Pipeline’s financial results, which were incorporated 

into CIRCOR’s consolidated financial statements.  Bowerman sought to make Pipeline appear 

more profitable and financially stable than it actually was to help it meet its financial targets and 

preserve his own job.   

3. Bowerman carried out his fraud by knowingly or recklessly making unsupported 

and unauthorized journal entries and other adjustments to Pipeline’s books and records.  

Bowerman, for example, artificially inflated lease-related assets and reduced lease-related 

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liabilities, as well as overstated balances in bank accounts held in the United Arab Emirates 

(“UAE bank”).   

4. Bowerman concealed his misconduct by, among other means, circumventing 

CIRCOR’s internal accounting controls by manipulating account reconciliations and business 

reports and falsifying certifications; fabricating bank confirmation statements; altering emails; 

and misleading CIRCOR management and its independent auditors.  As a result, Bowerman’s 

misconduct went undetected until the audit of CIRCOR’s 2021 financial results.  When 

Bowerman was confronted on at least one occasion in March 2022, he acknowledged he altered 

financial reports and fabricated bank confirmations out of a desire to meet financial targets and 

keep his job.  

5. As a result of Bowerman’s manipulation of Pipeline’s financial results, 

Bowerman caused CIRCOR to: (1) overstate 2019 operating income by $7.2 million, or 24%; (2) 

understate 2020 operating loss by $34.5 million, or 36%; and (3) understate the nine-month 

period ended October 3, 2021 operating loss by $12.5 million, or 120%. 

6. On July 26, 2022, CIRCOR filed its 2021 Form 10-K that contained restated 

financial statements for 2019 and 2020, and for 2021, the quarterly and year-to-date periods to 

October 3, 2021. 

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. 

8. Defendant directly and indirectly made use of the means or instrumentalities of 

interstate commerce, or of the mails, or of a facility of a national securities exchange, in 

connection with the transactions, acts, practices, or courses of business alleged herein.  

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Defendant’s conduct had a foreseeable substantial effect within the United States by 

manipulating financial results of a business unit that were consolidated with, and incorporated 

into, the financial results of CIRCOR, a U.S. based public company, and included in CIRCOR’s 

current, periodic, and annual reports it filed with the Commission.      

9. Venue lies in this judicial district pursuant to Section 22(a) of the Securities Act 

[15 U.S.C. § 77v(a)] and Sections 21(d) and 27 of the Exchange Act [15 U.S.C. §§ 78u(d) and 

78aa].  During the relevant period, CIRCOR had its principal place of business in Massachusetts. 

Certain of the acts, practices, transactions, and courses of business alleged in this Complaint 

occurred within this District and were carried out, directly or indirectly, by making use of means 

or instrumentalities of transportation or communication in interstate commerce, or the mails, or 

the facilities of a national securities exchange, including by sending fabricated documents to 

CIRCOR’s corporate offices and auditors located in Massachusetts.   

DEFENDANT 

10. Nicholas Bowerman, age 48, is a resident of Darlington, England.  He was the 

finance director at CIRCOR’s Pipeline business unit based in England from February 2011 until 

his termination in March 2022.  Between 1997 and 2010, Bowerman worked in accounting and 

financial reporting roles for subsidiaries of other former U.S. publicly traded companies where 

he was responsible for, among other things, preparing periodic financial statements and 

implementing internal accounting controls.  Bowerman holds a Chartered Global Management 

Accountant (CGMA) designation and Associate Chartered Management Accountant (ACMA) 

designation from the Chartered Institute of Management Accountants.   

 

 

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RELATED ENTITIES 

11. CIRCOR International, Inc. is a Delaware corporation headquartered in 

Burlington, Massachusetts, that manufactures technology productions and sub-systems for the 

industrial, aerospace, and defense markets.  At all relevant times, CIRCOR’s stock was 

registered under Section 12(b) of the Exchange Act and traded on the New York Stock 

Exchange under the ticker “CIR.”  CIRCOR also filed and furnished periodic reports, including 

Forms 8-K, 10-K, and 10-Q, with the Commission pursuant to Section 13(a) of the Exchange 

Act and related rules thereunder.  Additionally, CIRCOR offered and issued securities in the 

form of restricted stock units to employees (including Bowerman), officers, and directors 

pursuant to its registration statements on Form S-8 filed on July 31, 2014 and May 14, 2019 

that incorporated by reference CIRCOR’s periodic filings made with the Commission.  As a 

result of a merger, CIRCOR was de-listed from the New York Stock Exchange and terminated 

registration of its stock under Section 12(b) of the Exchange Act on October 30, 2023. 

12.  Pipeline Engineering was a CIRCOR business unit based in Catterick, United 

Kingdom, with additional operations in Houston, Texas, and Dubai, United Arab Emirates.  

Pipeline was a component of CIRCOR’s industrial reportable segment, and designed, 

engineered, manufactured, and deployed pipeline equipment for the oil and gas industry.  

CIRCOR closed Pipeline in April 2022. 

TERMS USED IN THIS COMPLAINT 

13. Generally Accepted Accounting Principles (“GAAP”) refers to a common set of 

accounting rules, requirements, and practices issued by the Financial Accounting Standards 

Board and the Governmental Accounting Standards Board.  Public companies in the U.S. (like 

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CIRCOR during the relevant time period) are required to follow GAAP when completing their 

financial statements. 

FACTS 

14. Bowerman was the finance director at CIRCOR’s Pipeline business unit based in 

the United Kingdom from February 2011 until his termination in March 2022. 

15. As with many of CIRCOR’s other business units during the relevant time frame, 

Pipeline was responsible for maintaining its own books and records in an independent local 

accounting system, referred to as IFS.  However, Pipeline’s financial results were transmitted 

monthly to CIRCOR’s corporate offices in Massachusetts for inclusion in CIRCOR’s 

consolidated financial statements via a separate internal accounting system, referred to as SAP 

Business Process Consolidation system (“BPC”).  Bowerman was responsible for this process 

on behalf of Pipeline.  

16. At all times relevant to the allegations in this Complaint, CIRCOR implemented 

three internal accounting controls related to the transmission of financial results.   

17. First, CIRCOR required monthly reconciliations of the transmitted financial 

results and Pipeline’s books and records.   

18. Second, CIRCOR required that each business unit (like Pipeline) compile and 

disseminate quarterly to leadership a Business Performance Review (“BPR”) that analyzed 

balance sheet and income statement fluctuations.  CIRCOR’s policies and procedures required 

that, among other things, BPRs contained additional support corroborating unusual or 

unexpected financial results, including balance sheet and income statement line items that 

materially increased or decreased during the relevant period. 

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19. Third, CIRCOR required each business unit finance director, like Bowerman, to 

certify monthly that, among other things, the business unit financial statements were complete, 

correct, and accurate. 

20. As Pipeline’s finance director, Bowerman was responsible for, among other 

things, ensuring the completeness and accuracy of the business unit’s books and records, and 

implementing each of these internal accounting controls and accounting policies at Pipeline.  

Although Bowerman was supported by two bookkeepers, he was otherwise the only employee 

at Pipeline with financial reporting responsibilities.  As such, Bowerman was solely 

responsible for migrating Pipeline’s financial results from IFS to BPC, as well as reconciling 

those amounts, preparing Pipeline’s BPRs, and certifying that Pipeline’s financial statements 

were complete, correct, and accurate.   

21. Exporting the financial results from IFS and importing them into BPC required 

Bowerman to upload and transmit data which provided him an opportunity to alter the actual 

financial results. 

22. Bowerman understood that Pipeline’s financial statements were included in 

CIRCOR’s consolidated financial statements filed with the Commission.  As a result, he knew, 

or was reckless in not knowing, that his manipulation of Pipeline’s books and records could 

have a material impact on CIRCOR’s consolidated financial statements.   

A. Bowerman’s Fraud 

23. From at least the first quarter of 2019 and continuing through the third quarter of 

2021, Bowerman used his access to both IFS and BPC accounting systems to artificially inflate 

Pipeline’s financial condition, cash flows, and results of operations.   

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24. Bowerman executed his scheme by repeatedly making unsupported and 

unauthorized accounting adjustments to the local accounting system’s financial results before 

transmitting the results to the consolidation system without anyone knowing that he had 

manipulated the results.  Bowerman’s false entries included, but were not limited to, overstated 

cash balances in the UAE bank accounts, artificially increased lease-related assets, and reduced 

lease-related liabilities.  

25. Bowerman’s illicit adjustments caused Pipeline’s net assets recorded in BPC to 

exceed Pipeline’s actual net assets recorded in IFS in amounts ranging from $14.4 million to 

$24 million for the relevant periods. 

26. Bowerman also overstated Pipeline’s cash balances in the accounts held at the 

UAE bank by millions of dollars during the relevant period: $8.9 million as of December 31, 

2019, $10.2 million as of December 31, 2020, and $13.1 million as of September 30, 2021.   

27. For example, for the year end 2020 bank reconciliations, Bowerman inflated the 

cash balance of a Pipeline UAE bank account by over $10 million, changing the amount from 

$2,978 in the local accounting system to $10.2 million when uploading to CIRCOR’s 

consolidated system.  

28. In addition, from the first quarter of 2019 through the third quarter of 2021, 

Bowerman made over $3.5 million in large, round number, unsupported, and unauthorized 

adjustments to increase lease-related assets and reduce lease-related liabilities.   

29. In just the first nine months of 2021 (to October 3, 2021), Bowerman’s improper 

adjustments caused Pipeline’s capitalized operating lease assets to increase by $1.35 million, 

from approximately $2.27 million to approximately $3.62 million, and its lease-related 

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liabilities to decrease by nearly $2.22 million, from approximately $2.30 million to 

approximately $77,000.   

30. For example, in September 2021, in the lease-related accounts for Pipeline’s U.K. 

location, Bowerman made a £400,000 (approximately $539,000) entry to increase its 

capitalized operating leases and a £300,000 (approximately $404,000) entry to reduce the 

accumulated amortization–a contra-asset account–on its leased assets.  These adjustments 

inflated Pipeline’s total assets by £700,000 (approximately $943,000).   

31. Similarly, in September 2021, in Pipeline’s Houston location, Bowerman made 

entries of $100,000 and $600,000 to reduce the short-and long-term components of its lease-

related liabilities, respectively, which reduced Pipeline’s liabilities by $700,000.   

B. Bowerman’s Attempts to Conceal His Misconduct 

32. Bowerman attempted to conceal his improper entries in a number of ways, 

including by circumventing CIRCOR’s internal accounting controls and fabricating bank 

documents to support his entries that artificially inflated Pipeline UAE bank account cash 

balances.   

33.  Bowerman had direct access to Pipeline’s UAE bank accounts, unlike anyone in 

CIRCOR corporate, including corporate treasury.  This allowed Bowerman to fabricate certain 

bank documents and avoid detection.  

34. For instance, in January 2020, while CIRCOR was preparing to file its 2019 Form 

10-K, Bowerman falsified a UAE bank account balance report to make it appear that the 

account balance as of December 31, 2019 was 33,414,390 AED (approximately $9 million), 

when the actual balance in the UAE bank account was 434,060 AED (approximately 

$117,000).   

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35. Bowerman also manipulated an October 30, 2019 email from the UAE bank to 

make it appear that the email was sent to him.  On January 23, 2020, Bowerman forwarded the 

manipulated email, and attached the falsified December 31, 2019 UAE bank account 

confirmation, to CIRCOR’s Chief Accounting Officer with the message “[r]eceived the 

attached from our Middle East Bank in response to the request I sent last night.”   

36. On February 25, 2020, after CIRCOR’s external audit firm requested that 

Bowerman arrange for the UAE bank to send an account balance confirmation directly to the 

audit firm, Bowerman sent, via email, a fabricated UAE bank account confirmation to two 

UAE-based CIRCOR employees.  In the email, Bowerman asked a CIRCOR employee to print 

the fabricated UAE bank account confirmation and send it to the audit firm, and added, “[n]o 

need to put anything else on the envelope, they just need the report to come from UAE[.]”   

37. Shortly after, Bowerman informed CIRCOR corporate accounting that he had 

asked the UAE bank to send the confirmation to the audit firm by mail because of a purported 

problem with email spam filtering.   

38. On February 27, 2020, Bowerman informed a CIRCOR UAE-based employee 

that, per internal audit’s instructions, the UAE bank could send the file that already existed 

directly to the external audit firm.  As a result, the CIRCOR employee forwarded the fabricated 

account confirmation, which Bowerman had created, to an employee of the UAE bank, and the 

CIRCOR employee asked the UAE bank employee to send it directly to the audit firm.  Rather 

than confirm the actual account balance, the UAE bank employee simply sent the fabricated 

confirmation directly to the audit firm via e-mail.  

39. By taking the actions described above, Bowerman knowingly or recklessly caused 

the UAE bank to forward the fabricated UAE bank confirmation to the external auditors.   

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40. The external auditors relied on the fabricated UAE bank confirmation during their 

audit of CIRCOR’s financial statements.   

41. Bowerman also circumvented CIRCOR’s internal accounting controls by 

manipulating reconciliations to make it appear that the data, including total assets, liabilities, 

equity, and income, from Pipeline’s local system was consistent with the data from CIRCOR’s 

consolidation system.   

42. For example, on a monthly basis in 2021, Bowerman uploaded large spreadsheets 

saved as illegible PDF files to CIRCOR’s internal control system and approved them.  

Bowerman did so to create the false appearance that Pipeline’s data was reconciled as required 

by CIRCOR’s internal accounting controls.    

43. Additionally, Bowerman prepared BPR reports containing bogus explanations of 

fluctuations in Pipeline’s books and records.  For example, in the third quarter 2021 BPR 

report, Bowerman indicated that the large increase in its lease-related assets and the large 

decrease in its lease-related liabilities was due to “asset leases from Corporate,” which gave the 

appearance that the transactions were initiated and approved by CIRCOR’s corporate offices.  

In reality, as Bowerman knew, those fluctuations resulted from his unauthorized and 

unsupported entries.  

44. For 2019 and 2020, Bowerman received approximately £13,000 (approximately 

$17,000 based on the average exchange rate in 2021) in bonuses based upon Pipeline’s inflated 

financial results.   

C. Bowerman’s Fraud Discovered 

45. In February of 2022, CIRCOR and external auditors began a closer inspection of 

Pipeline’s financial results, and by late February of 2022, CIRCOR and the external auditors 

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had concerns regarding the unusual, round numbers that Bowerman had been responsible for 

both inputting and verifying.   

46. In early March of 2022, Bowerman was asked to provide support for certain 

numbers in Pipeline’s revenue records.  

47. Bowerman stated, in sum and substance, that he made manual and unsupported 

adjustments that overstated revenue and, in turn, overstated earnings.  Bowerman also 

acknowledged falsifying UAE bank account confirmations to support the falsely inflated higher 

balances he had reported.  Bowerman explained that he had overstated Pipeline’s earnings to 

meet target earnings for Pipeline, and that he was motivated to do so by a desire to keep his 

job.   

D. CIRCOR’s Restatement 

48. On March 14, 2022, CIRCOR announced that the financial statements for the 

years ended December 31, 2019 and December 31, 2020 included in its annual Forms 10-K and 

the quarterly and year-to-date periods ended March 29, 2020, June 28, 2020, September 27, 

2020, April 4, 2021, July 4 2021, and October 3, 2021 included in its Forms 10-Q should no 

longer be relied upon.   

49. On July 26, 2022, CIRCOR filed its 2021 Form 10-K that contained restated 

financial statements for the periods referenced in its March 14, 2022 announcement.  As 

reflected below, Bowerman’s misconduct caused CIRCOR to: (1) overstate 2019 operating 

income by $7.2 million, or 24%; (2) understate 2020 operating loss by $34.5 million, or 36%; 

and (3) understate the nine-month period ended October 3, 2021 operating loss by $12.5 

million, or 120%. 

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50. As reflected in the table above, Bowerman’s misconduct also caused an 

adjustment to CIRCOR’s Q1 2020 goodwill impairment assessment.  The company concluded 

that, had it incorporated reliable Pipeline financial results and forecasts into its Q1 2020 

goodwill impairment assessment, it would have recorded an incremental $21.9 million 

impairment charge. 

51. In connection with the restatement, CIRCOR also disclosed that it had identified 

material weaknesses in its internal control over financial reporting, including that: (1) CIRCOR 

did not ensure adequate segregation of duties concerning the preparation and reconciliation of 

business unit financial statements and accounting systems access; and (2) CIRCOR did not 

adequately monitor bank accounts and related activity.   

52. CIRCOR’s controls granted Bowerman access to both IFS, Pipeline’s local 

accounting system, and BPC, CIRCOR’s consolidation system.  Bowerman was also solely 

responsible for both the transmission of the financial statements of Pipeline, and the duty of 

reconciliation to verify their accuracy.  Bowerman was tasked with maintaining and 

implementing CIRCOR’s controls at Pipeline, but knowingly made unauthorized and 

For the 
Nine Month 

Period Ended:
12/31/2019 12/31/2020 10/3/2021

Operating Income (Loss), As Reported 37,681$                  (60,446)$                2,122$                    

Reporting Errors Attributable to:

Pipeline Engineering (7,208)$                  (13,105)$                (11,218)$                 
Incremental Goodwill Impairment -$                      (21,896)$                -$                       
Other Immaterial Areas -$                      500$                      (1,276)$                   
Subtotal, Reporting Errors (7,208)$                  (34,501)$                (12,494)$                 

Operating Income (Loss), As Adjusted 30,473$                  (94,947)$                (10,372)$                 

% Impact of Reporting Errors 
   on Operating Income (Loss) 24% -36% -120%

(in 000's)
For the Year Ended:

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unsupported adjustments to Pipeline’s records, manipulated account reconciliations, and 

circulated inaccurate BPR reports.   

53. Additionally, no one at CIRCOR corporate, including corporate treasury, had 

direct access to Pipeline’s UAE bank accounts, which allowed Bowerman to make unsupported 

and unauthorized entries to increase Pipeline’s cash balances and fabricate account balance 

reports to conceal his fraudulent adjustments.  

54. As a result of Bowerman’s manipulation of Pipeline’s financial data, account 

reconciliations, and BPR reports, CIRCOR did not make and keep books and records that 

accurately reflected the company’s transactions.  Bowerman knowingly provided substantial 

assistance to CIRCOR, an issuer of securities registered under Section 12 of the Exchange Act.  

CIRCOR made material misstatements concerning its operating income in 10-Ks, 10-Qs, and 

8-Ks containing earnings announcements from the first quarter of 2019 and continuing through 

the third quarter of 2021. 

55. Bowerman’s manipulations also prevented CIRCOR from devising and 

maintaining a system of internal accounting controls sufficient to provide reasonable 

assurances that: (i) transactions are executed in accordance with management’s general or 

specific authorization and recorded as necessary to maintain accountability for assets; and (ii) 

to permit preparation of financial statements in conformity with GAAP. 

THE DEFENDANT VIOLATED THE ANTIFRAUD 
PROVISIONS OF THE FEDERAL SECURITIES LAWS 

 
56. Bowerman knowingly or recklessly engaged in a device, scheme, or artifice to 

defraud in the offer or sale of a security, and engaged in any “transaction, practice, or course of 

business” which operated or would operate as a fraud or deceit upon the purchaser(s) of 

CIRCOR stock, from the first quarter of 2019 through the third quarter of 2021.   

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57. Bowerman knowingly or recklessly made unauthorized and unsupported 

adjustments to Pipeline’s financial statements to create the appearance that the business unit 

was profitable and financially stable when he knew, or was reckless in not knowing, that these 

inaccurate results would be reported in CIRCOR’s consolidated financial statements.  

Bowerman knew, or was reckless in not knowing, that his action could lead to materially 

misleading consolidated financial statements being released to the public and filed with the 

Commission. 

58. Bowerman knowingly fabricated bank documents to align with his falsely inflated 

cash balances and manipulated account reconciliations.   

59. Bowerman provided CIRCOR corporate management and its external auditors 

fabricated bank statements reflecting manipulated UAE bank account cash balances.  In a 

further attempt to circumvent CIRCOR’s internal accounting controls and external audit and 

hide his fraud, Bowerman manipulated email messages to cause a UAE bank employee to send 

the fabricated bank statement to CIRCOR’s audit firm.   

60. Bowerman signed false quarterly certifications to CIRCOR’s senior management 

representing that Pipeline’s books and records were “complete, correct, and accurate.”  

Bowerman knew or was reckless in not knowing that the certifications were false. 

61. Bowerman was paid incentive compensation tied to Pipeline’s financial results, 

and therefore, received additional compensation as a result of his fraud.  

62. Bowerman’s improper adjustments to the financial statements were material.  His 

misconduct caused significant accounting errors that resulted in CIRCOR restating nearly three 

years of financial statements.  As a result of his misconduct, Bowerman violated the antifraud 

provisions of the federal securities laws.     

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FIRST CLAIM FOR RELIEF  
Fraud in Violation of Section 17(a) of the Securities Act 

 
63. The Commission re-alleges and incorporates by reference paragraphs 1 through 

62 above as if fully set forth therein. 

64. By engaging in the conduct described above, Bowerman, directly or indirectly, in 

the offer or sale of securities, by the use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, 

a.  Knowingly or recklessly employed one or more devices, schemes, or artifices 

to defraud; 

b.  Knowingly, recklessly, or negligently obtained money or property by means 

of one or more untrue statements of material fact or by omitting to state a 

material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

c.  Knowingly, recklessly, or negligently engaged in any transaction, practice, or 

course of business which operated or would operate as a fraud or deceit upon 

purchasers. 

65. By reason of the actions alleged herein, Bowerman violated, and unless enjoined, 

will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Fraud in Violation of Section 10(b) of the Exchange Act and 

Rules 10b-5(a) and (c) Thereunder 
 

66. The Commission re-alleges and incorporates by reference paragraphs 1 through 

62 above as if fully set forth therein. 

67. By engaging in the conduct described above, Bowerman, directly or indirectly, in 

connection with the purchase or sale of securities, and by use of means or instrumentalities of 

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interstate commerce, or the mails, or the facilities of a national securities exchange, has, 

knowingly or recklessly: 

a. employed devices, schemes, or artifices to defraud; and/or 

b. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons. 

68. By reason of the actions alleged herein, Bowerman violated and, unless enjoined, 

will continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-

5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (c)].   

THIRD CLAIM FOR RELIEF 
Books and Records and Internal Accounting Controls Violations 

Violation of Section 13(b)(5) of the Exchange Act and 
Rule 13b2-1 Thereunder 

69. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 62 as if they were fully set forth herein. 

70. By engaging in the conduct alleged above, with respect to CIRCOR’s books, 

records and accounts from the first quarter of 2019 and continuing through the third quarter of 

2021, Bowerman directly or indirectly, knowingly circumvented, or knowingly failed to 

implement, a system of internal accounting controls to assure that CIRCOR’s financial 

statements were prepared in conformity with GAAP or knowingly falsified or caused to be 

falsified books, records, or accounts (as those terms are used in Section 13(b)(2) of the 

Exchange Act [15 U.S.C. § 78m(b)(2)]) of CIRCOR. 

71. By reason of the actions alleged herein, Bowerman violated and, unless enjoined, 

will continue to violate, Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and 

Rule 13b2-1 [17 C.F.R. § 240.13b2-1] thereunder. 

 

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FOURTH CLAIM FOR RELIEF 
Periodic Reporting Violations-Aiding and Abetting 

CIRCOR’s Violation of Section 13(a) of the Exchange Act and 
Rules 13a-1, 13a-11, and 13a-13 Thereunder 

 
72. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 62 as if they were fully set forth herein.  

73. By engaging in the conduct alleged above, Bowerman knowingly provided 

substantial assistance to CIRCOR, an issuer of securities registered pursuant to Section 12 of the 

Exchange Act, which filed materially false and misleading current reports, materially false and 

misleading quarterly reports, and materially false and misleading annual reports with the SEC 

that made untrue statements of material fact or omitted to state material facts necessary in order 

to make the statements made, in light of the circumstances under which they were made, not 

misleading, by making material misstatements concerning its revenue in 10-Ks, 10-Qs, and 8-Ks 

containing earnings announcements from the first quarter of 2019 and continuing through the 

third quarter of 2021, in violation of Section 13(a) of the Exchange Act, and Rules 13a-1, 13a-

11, and 13a-13 thereunder. 

74. By reason of the actions alleged herein, Bowerman aided and abetted CIRCOR’s 

violations of, and, unless enjoined, will again aid and abet violations of, Section 13(a) of the 

Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-11, and 13a-13 thereunder [17 

C.F.R. §§ 240.13a-1, 240.13a-11, and 240.13a-13]. 

FIFTH CLAIM FOR RELIEF 
Record Keeping and Internal Controls Violations-Aiding and Abetting CIRCOR’s 

Violation of Section 13(b)(2) of the Exchange Act  
 

75. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 62 as if they were fully set forth herein. 

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76. By engaging in the conduct alleged above, with respect to CIRCOR’s financial 

statements from the first quarter of 2019 and continuing through the third quarter of 2021, 

Bowerman knowingly provided substantial assistance to CIRCOR, which, in violation of 

Section 13(b)(2) of the Exchange Act, failed to make and keep books, records, and accounts, 

which, in reasonable detail, accurately and fairly reflected CIRCOR’s transactions and 

dispositions of its assets, and failed to devise and maintain a system of internal accounting 

controls sufficient to provide reasonable assurances that transactions were recorded as 

necessary to permit preparation of financial statements in conformity with GAAP and any other 

criteria applicable such statements. 

77. By reason of the actions alleged herein, Bowerman aided and abetted CIRCOR’s 

violations of, and, unless enjoined, will again aid and abet violations of, Section 13(b)(2) of the 

Exchange Act [15 U.S.C. § 78m(b)(2)].  

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment: 

Permanent Injunctions 

 Permanently restraining and enjoining Bowerman from directly or indirectly engaging in 

conduct in violation of the federal securities laws alleged in this Complaint. 

Permanently prohibiting Bowerman from acting in an accounting or financial reporting 

role at a public company in connection with the preparation of financial statements filed with the 

Commission, providing substantial assistance to a public company in the preparation of financial 

statements filed with the Commission, or acting as an auditor on a public company audit.   

For purposes of the preceding paragraph, the following definitions apply:  

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“Accounting or financial reporting role” means participating in the preparation of 

financial statements; decisions about financial reporting; the creation or implementation of 

accounting policies; or decisions about accounting treatment. 

“Public company” means a company, foreign or domestic, that files financial statements 

with the Securities and Exchange Commission. 

Disgorgement and Prejudgment Interest 

Ordering Bowerman to disgorge all ill-gotten gains received directly or indirectly, with 

prejudgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

Civil Penalty 

 Ordering Bowerman to pay civil money penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)]. 

Further Relief 

 Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws. 

Demand for Jury Trial 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 

Dated: September 5, 2024   Respectfully submitted, 
 
 
      /s/ Judson T. Mihok                        

Judson T. Mihok 
New York State Bar No. 2868446 

Case 1:24-cv-12282   Document 1   Filed 09/05/24   Page 19 of 20



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Gregory R. Bockin 
Brendan P. McGlynn 
Christine R. O’Neil 
Samika N. Osbourne 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
Phone: 215-597-6500 
Fax: 215-597-2740 
Email: [email protected] 

Case 1:24-cv-12282   Document 1   Filed 09/05/24   Page 20 of 20