In re William A. Furman

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11161 / March 2, 2023  
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 97016 / March 2, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21317 
 
 
In the Matter of 
 
William A. Furman 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 8A OF THE 
SECURITIES ACT OF 1933 AND 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 
1934 (“Exchange Act”), against William A. Furman (“Furman” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section V, Respondent consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 
1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”), as set forth below.  

 
 
 
2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. These proceedings arise from Furman’s role in The Greenbrier Companies, Inc.’s 
(“Greenbrier”) failure to disclose (i) certain perquisites to Furman, its founder and former CEO, 
and (ii) certain required information regarding related person transactions involving Furman. 
2. In its proxy statements for fiscal years 2017 to 2020, Greenbrier failed to disclose a 
total of approximately $179,000 in perquisites to Furman for travel-related expenses for his spouse 
and for personal security. 
3. In its proxy statements for fiscal years 2017 to 2021, Greenbrier also failed to 
disclose that Furman received approximately $1.6 million of the approximately $3 million total 
that Greenbrier paid during those years for the charter of his private aircraft. 
4. Throughout the relevant period, Furman failed to provide required information to 
enable Greenbrier to identify certain travel-related and personal security expenses as perquisites or 
to provide required details regarding related person transactions involving his private aircraft. As a 
result, Greenbrier made material misstatements in its definitive proxy statements and annual 
reports filed with the Commission on Form 10-K. 
5. As a result of the conduct described herein, Furman violated Sections 17(a)(2) and 
17(a)(3) of the Securities Act and Section 14(a) of the Exchange Act and Rules 13b2-1, 14a-3, and 
14a-9 thereunder and caused Greenbrier’s violations of Sections 13(a), 13(b)(2)(A), and 
13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. 
Respondent 
6. William A. Furman, age 78, resides in Glen Brook, Nevada. Furman co-founded 
Greenbrier in 1981 and has been a member of its board of directors since then. Furman became 
CEO of Greenbrier in 1994 and Chairman of the Board in 2014. In March 2022, Furman ceased 
being CEO and assumed the new role of Executive Chairman. Furman retired from his position as 
Executive Chairman on August 31, 2022. He will remain a board member until January 2024. 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 

 
 
 
3 
Related Entity 
7. The Greenbrier Companies, Inc., an Oregon corporation with its principal place 
of business in Lake Oswego, Oregon, is an international supplier of equipment and services to 
global freight transportation markets. Greenbrier’s common stock is registered with the 
Commission pursuant to Section 12(b) of the Exchange Act and trades on the New York Stock 
Exchange under the ticker symbol, “GBX.” 
Background on Related Person Transactions and Perquisite Disclosures 
8. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 
of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 
Act in contravention of such rules and regulations as the Commission may prescribe. Exchange 
Act Rule 14a-3 prohibits the solicitation of a proxy without furnishing information specified by 
Schedule 14A, including related person transactions pursuant to Item 404 of Regulation S-K and 
executive compensation pursuant to Item 402 of Regulation S-K. Exchange Act Rule 14a-9 
prohibits the use of, among other things, proxy statements containing any statement that is false or 
misleading with respect to any material fact, or omitting to state any material fact necessary in 
order to make the statements therein not false or misleading. Misstatements and omissions are 
material under Exchange Act Rule 14a-9 if they would alter the “‘total mix’ of information” 
considered by a shareholder in making a voting decision. TSC Indus., Inc. v. Northway, Inc., 426 
U.S. 438, 449 (1976).  
9. Item 402 of Regulation S-K requires a registrant to disclose the total value of all 
perquisites and other personal benefits provided to named executive officers who receive at least 
$10,000 worth of such items in a given year. Item 402 also requires identification of all perquisites 
and personal benefits by type, and quantification of any perquisite or personal benefit that exceeds 
the greater of $25,000 or 10% of total perquisites.  
10. Item 404 of Regulation S-K requires a registrant to disclose any transaction, or 
series of transactions, exceeding $120,000 in which a related person, such as an officer or director, 
had a material interest. For any such transaction, the registrant must disclose specified information, 
including the “approximate dollar value of the amount involved in the transaction” and the 
“approximate dollar value of the amount of the related person’s interest in the transaction, which 
shall be computed without regard to the amount of profit or loss.” 
11. In 2006, the Commission adopted amendments to executive compensation 
disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 
Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-
8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 
According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 
need to be reported:  

 
 
 
4 
[I]f it is integrally and directly related to the performance of the executive’s duties. 
Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect 
benefit that has a personal aspect, without regard to whether it may be provided for 
some business reason or for the convenience of the company, unless it is generally 
available on a non-discriminatory basis to all employees. 
The Adopting Release also states that “[t]he concept of a benefit that is ‘integrally and directly 
related’ to job performance is a narrow one,” which “draws a critical distinction between an item 
that a company provides because the executive needs it to do the job, making it integrally and 
directly related to the performance of duties, and an item provided for some other reason, even 
where that other reason can involve both company benefit and personal benefit.” According to the 
Adopting Release, even where the company “has determined that an expense is an ‘ordinary’ or 
‘necessary’ business expense for tax or other purposes or that an expense is for the benefit or 
convenience of the company,” that determination “is not responsive to the inquiry as to whether the 
expense provides a perquisite or other personal benefit for disclosure purposes.” Indeed, “business 
purpose or convenience does not affect the characterization of an item as a perquisite or personal 
benefit where it is not integrally and directly related to the performance by the executive of his or 
her job.” 
Greenbrier’s Undisclosed Perquisites  
12. In Greenbrier’s proxy statements for fiscal years 2017 to 2020, Greenbrier 
disclosed a total of approximately $106,000 in perquisites and other personal benefits to Furman. 
The disclosed perquisites and other personal benefits to Furman consisted of use of a company car, 
financial advisors, and club dues.  
13. These same proxy statements failed to disclose a total of approximately $179,000 in 
perquisites and other personal benefits for Furman for the fiscal years 2017 to 2020, consisting of 
travel-related expenses for Furman’s spouse to attend customer and industry receptions and other 
functions, and for personal security that was not directly and integrally related to the performance 
of Furman’s duties. 
14. Greenbrier incorporated by reference relevant portions of its proxy statements for 
fiscal years 2017 to 2020 into its annual reports filed with the Commission on Form 10-K. 
Greenbrier’s Failure to Disclose the Amount of Furman’s  
Interest in Greenbrier’s Charter of Furman’s Private Aircraft 
15. During fiscal years 2017 to 2021, Furman owned a private business aircraft that he 
leased to a private aircraft management company, which operated the aircraft and chartered it to 
third-party customers on Furman’s behalf. Greenbrier regularly chartered Furman’s aircraft from 
the management company for Greenbrier’s employees’ business-related travel. Pursuant to an 
agreement between Furman and the aircraft management company, Furman was entitled to receive 

 
 
 
5 
85% of the aircraft’s hourly charter rate for each actual flight hour that the management company 
chartered the aircraft to a third party. The management company also charged customers certain 
additional expenses and Furman did not receive a portion of those additional expenses. During 
fiscal years 2017 to 2021, Furman received approximately $1.6 million of the total amount 
Greenbrier paid for the charter of his aircraft. 
16. Each of Greenbrier’s proxy statements for fiscal years 2017 to 2021 contain a 
section titled “Related Party Transactions.” In those sections, Greenbrier disclosed that Furman 
owns a private aircraft that is managed by an independent management company; that Greenbrier 
had chartered Furman’s aircraft from the independent management company; and that, in the 
aggregate, Greenbrier had paid the aircraft management company approximately $3 million to 
charter Furman’s plane.  
17. Greenbrier’s annual reports filed on Form 10-K for fiscal years 2017 to 2021 
incorporate by reference the “Related Party Transactions” section in the proxy statements for fiscal 
years 2017 to 2021. 
18. Greenbrier’s proxy statements and annual reports for fiscal years 2017 to 2021 did 
not disclose that Furman received approximately $1.6 million from Greenbrier’s charters of 
Furman’s aircraft from the private aircraft management company. 
19. Between 2017 and 2022, during the period that Greenbrier’s proxy statements and 
annual reports filed with the Commission on Form 10-K were materially misstated, Furman sold 
Greenbrier common stock. 
D&O Questionnaires 
20. During fiscal years 2017 to 2021, Greenbrier required Furman to complete an 
annual Directors & Executive Officers Questionnaire (the “D&O Questionnaire”), which 
Greenbrier used to prepare its annual proxy statements. Furman completed a D&O Questionnaire 
for each fiscal year from 2017 to 2021. 
21. The D&O Questionnaires state that “[t]he Company is required by the SEC to 
disclose the value of nonmonetary benefits (commonly referred to as ‘fringe benefits’ or 
‘perquisites’) given to you by the Company or any Affiliates.” The D&O Questionnaires explain 
that perquisites “include items that provide direct or indirect benefit to you and that have a personal 
aspect, even if an item may be provided for some business reason or for the convenience of the 
Company.” The D&O Questionnaires further explain that, “[y]ou do not need to disclose those 
items that are integrally and directly related to the performance of your duties.” However, the 
questionnaires cautioned that, “[i]f you have doubts as to whether a particular item is a perquisite 
or personal benefit, disclose the item.” In each D&O Questionnaire for fiscal years 2017 to 2021, 
Furman did not disclose the perquisites listed above related to travel expenses for his spouse or for 
personal security. 

 
 
 
6 
22. The D&O Questionnaires ask the recipient to identify any related person 
transactions. For each related person transaction, the D&O Questionnaires asked the recipient to 
provide “[t]he approximate dollar value of the amount of the Person’s Interest in the Transaction, 
which shall be computed without regard to the amount of profit or loss.” In each D&O 
Questionnaire for fiscal years 2017 to 2021, Furman identified the “Furman aircraft” as a related 
person transaction, but he did not provide the approximate dollar value of the amount of his 
interest in Greenbrier’s lease of his aircraft.  
Violations 
23. Section 17(a)(2) of the Securities Act makes it unlawful, in the offer or sale of 
securities, to obtain money or property by means of any untrue statement of a material fact or any 
omission 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. Negligence is sufficient to establish 
violations of Section 17(a)(2); no finding of scienter is required. Aaron v. SEC, 446 U.S. 680, 701-
02 (1980). As a result of the conduct described above, Furman violated Section 17(a)(2) of the 
Securities Act. 
24. Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale of 
securities, to engage in any transaction, practice, or course of business which operates or would 
operate as a fraud or deceit upon the purchaser. Negligence is sufficient to establish violations of 
Section 17(a)(3); no finding of scienter is required. Aaron, 446 U.S. at 696-97. As a result of the 
conduct described above, Furman violated Section 17(a)(3) of the Securities Act.  
25. In addition, as a result of the conduct described above, Furman violated Section 
14(a) of the Exchange Act and Rules 14a-3 and 14a-9 thereunder. No showing of scienter is 
required to establish violations of Section 14(a) and Rules 14a-3 and 14a-9 thereunder. Gerstle v. 
Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). 
26. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 
violations of Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder, which 
require every issuer of a security registered pursuant to Section 12 of the Exchange Act to file with 
the Commission information, documents, and annual reports as the Commission may require, and 
mandate that periodic reports contain such further material information as may be necessary to 
make the required statements not misleading.  
27. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 
violations of Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to 
make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 
reflect their transactions and dispositions of their assets. 
28. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 
violations of Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to 

 
 
 
7 
devise and maintain a system of internal accounting controls sufficient to, among other things, 
provide reasonable assurances that transactions are executed in accordance with management’s 
general or specific authorization and are recorded as necessary to maintain accountability for 
assets, and that access to assets is permitted only in accordance with management’s general or 
specific authorization.  
29. Lastly, as a result of the conduct described above, Furman violated Exchange Act 
Rule 13b2-1, which prohibits any person from, directly or indirectly, falsifying or causing to be 
falsified, any book, record, or account subject to Section 13(b)(2)(A) of the Exchange Act.  
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 
Act, Respondent cease and desist from committing or causing any violations and any future 
violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections 13(a), 
13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13b2-1, 14a-3, 
and 14a-9 thereunder. 
B. Respondent shall, within 10 days of the entry of this Order, pay a civil money 
penalty in the amount $100,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:  
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 

 
 
 
8 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Furman as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Monique Winkler, Regional Director, 
San Francisco Regional Office, Securities and Exchange Commission, 44 Montgomery Street, 
Suite 2800, San Francisco, CA, 94104.  
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of the Respondent’s payment of a 
civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants 
such a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 
Respondent Furman, and further, any debt for disgorgement, prejudgment interest, civil penalty or 
other amounts due by Furman under this Order or any other judgment, order, consent order, decree 
or settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondent of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 
 
 By the Commission. 
 
 
Vanessa A. Countryman 
Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11161 / March 2, 2023  

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97016 / March 2, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21317 

 

 

In the Matter of 

 

William A. Furman 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT 

TO SECTION 8A OF THE 

SECURITIES ACT OF 1933 AND 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 

1934 (“Exchange Act”), against William A. Furman (“Furman” or “Respondent”).  

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section V, Respondent consents to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 

1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”), as set forth below.  



 

 

 

2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. These proceedings arise from Furman’s role in The Greenbrier Companies, Inc.’s 

(“Greenbrier”) failure to disclose (i) certain perquisites to Furman, its founder and former CEO, 

and (ii) certain required information regarding related person transactions involving Furman. 

2. In its proxy statements for fiscal years 2017 to 2020, Greenbrier failed to disclose a 

total of approximately $179,000 in perquisites to Furman for travel-related expenses for his spouse 

and for personal security. 

3. In its proxy statements for fiscal years 2017 to 2021, Greenbrier also failed to 

disclose that Furman received approximately $1.6 million of the approximately $3 million total 

that Greenbrier paid during those years for the charter of his private aircraft. 

4. Throughout the relevant period, Furman failed to provide required information to 

enable Greenbrier to identify certain travel-related and personal security expenses as perquisites or 

to provide required details regarding related person transactions involving his private aircraft. As a 

result, Greenbrier made material misstatements in its definitive proxy statements and annual 

reports filed with the Commission on Form 10-K. 

5. As a result of the conduct described herein, Furman violated Sections 17(a)(2) and 

17(a)(3) of the Securities Act and Section 14(a) of the Exchange Act and Rules 13b2-1, 14a-3, and 

14a-9 thereunder and caused Greenbrier’s violations of Sections 13(a), 13(b)(2)(A), and 

13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. 

Respondent 

6. William A. Furman, age 78, resides in Glen Brook, Nevada. Furman co-founded 

Greenbrier in 1981 and has been a member of its board of directors since then. Furman became 

CEO of Greenbrier in 1994 and Chairman of the Board in 2014. In March 2022, Furman ceased 

being CEO and assumed the new role of Executive Chairman. Furman retired from his position as 

Executive Chairman on August 31, 2022. He will remain a board member until January 2024. 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 



 

 

 

3 

Related Entity 

7. The Greenbrier Companies, Inc., an Oregon corporation with its principal place 

of business in Lake Oswego, Oregon, is an international supplier of equipment and services to 

global freight transportation markets. Greenbrier’s common stock is registered with the 

Commission pursuant to Section 12(b) of the Exchange Act and trades on the New York Stock 

Exchange under the ticker symbol, “GBX.” 

Background on Related Person Transactions and Perquisite Disclosures 

8. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 

of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 

Act in contravention of such rules and regulations as the Commission may prescribe. Exchange 

Act Rule 14a-3 prohibits the solicitation of a proxy without furnishing information specified by 

Schedule 14A, including related person transactions pursuant to Item 404 of Regulation S-K and 

executive compensation pursuant to Item 402 of Regulation S-K. Exchange Act Rule 14a-9 

prohibits the use of, among other things, proxy statements containing any statement that is false or 

misleading with respect to any material fact, or omitting to state any material fact necessary in 

order to make the statements therein not false or misleading. Misstatements and omissions are 

material under Exchange Act Rule 14a-9 if they would alter the “‘total mix’ of information” 

considered by a shareholder in making a voting decision. TSC Indus., Inc. v. Northway, Inc., 426 

U.S. 438, 449 (1976).  

9. Item 402 of Regulation S-K requires a registrant to disclose the total value of all 

perquisites and other personal benefits provided to named executive officers who receive at least 

$10,000 worth of such items in a given year. Item 402 also requires identification of all perquisites 

and personal benefits by type, and quantification of any perquisite or personal benefit that exceeds 

the greater of $25,000 or 10% of total perquisites.  

10. Item 404 of Regulation S-K requires a registrant to disclose any transaction, or 

series of transactions, exceeding $120,000 in which a related person, such as an officer or director, 

had a material interest. For any such transaction, the registrant must disclose specified information, 

including the “approximate dollar value of the amount involved in the transaction” and the 

“approximate dollar value of the amount of the related person’s interest in the transaction, which 

shall be computed without regard to the amount of profit or loss.” 

11. In 2006, the Commission adopted amendments to executive compensation 

disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 

Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-

8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 

According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 

need to be reported:  



 

 

 

4 

[I]f it is integrally and directly related to the performance of the executive’s duties. 

Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect 

benefit that has a personal aspect, without regard to whether it may be provided for 

some business reason or for the convenience of the company, unless it is generally 

available on a non-discriminatory basis to all employees. 

The Adopting Release also states that “[t]he concept of a benefit that is ‘integrally and directly 

related’ to job performance is a narrow one,” which “draws a critical distinction between an item 

that a company provides because the executive needs it to do the job, making it integrally and 

directly related to the performance of duties, and an item provided for some other reason, even 

where that other reason can involve both company benefit and personal benefit.” According to the 

Adopting Release, even where the company “has determined that an expense is an ‘ordinary’ or 

‘necessary’ business expense for tax or other purposes or that an expense is for the benefit or 

convenience of the company,” that determination “is not responsive to the inquiry as to whether the 

expense provides a perquisite or other personal benefit for disclosure purposes.” Indeed, “business 

purpose or convenience does not affect the characterization of an item as a perquisite or personal 

benefit where it is not integrally and directly related to the performance by the executive of his or 

her job.” 

Greenbrier’s Undisclosed Perquisites  

12. In Greenbrier’s proxy statements for fiscal years 2017 to 2020, Greenbrier 

disclosed a total of approximately $106,000 in perquisites and other personal benefits to Furman. 

The disclosed perquisites and other personal benefits to Furman consisted of use of a company car, 

financial advisors, and club dues.  

13. These same proxy statements failed to disclose a total of approximately $179,000 in 

perquisites and other personal benefits for Furman for the fiscal years 2017 to 2020, consisting of 

travel-related expenses for Furman’s spouse to attend customer and industry receptions and other 

functions, and for personal security that was not directly and integrally related to the performance 

of Furman’s duties. 

14. Greenbrier incorporated by reference relevant portions of its proxy statements for 

fiscal years 2017 to 2020 into its annual reports filed with the Commission on Form 10-K. 

Greenbrier’s Failure to Disclose the Amount of Furman’s  

Interest in Greenbrier’s Charter of Furman’s Private Aircraft 

15. During fiscal years 2017 to 2021, Furman owned a private business aircraft that he 

leased to a private aircraft management company, which operated the aircraft and chartered it to 

third-party customers on Furman’s behalf. Greenbrier regularly chartered Furman’s aircraft from 

the management company for Greenbrier’s employees’ business-related travel. Pursuant to an 

agreement between Furman and the aircraft management company, Furman was entitled to receive 



 

 

 

5 

85% of the aircraft’s hourly charter rate for each actual flight hour that the management company 

chartered the aircraft to a third party. The management company also charged customers certain 

additional expenses and Furman did not receive a portion of those additional expenses. During 

fiscal years 2017 to 2021, Furman received approximately $1.6 million of the total amount 

Greenbrier paid for the charter of his aircraft. 

16. Each of Greenbrier’s proxy statements for fiscal years 2017 to 2021 contain a 

section titled “Related Party Transactions.” In those sections, Greenbrier disclosed that Furman 

owns a private aircraft that is managed by an independent management company; that Greenbrier 

had chartered Furman’s aircraft from the independent management company; and that, in the 

aggregate, Greenbrier had paid the aircraft management company approximately $3 million to 

charter Furman’s plane.  

17. Greenbrier’s annual reports filed on Form 10-K for fiscal years 2017 to 2021 

incorporate by reference the “Related Party Transactions” section in the proxy statements for fiscal 

years 2017 to 2021. 

18. Greenbrier’s proxy statements and annual reports for fiscal years 2017 to 2021 did 

not disclose that Furman received approximately $1.6 million from Greenbrier’s charters of 

Furman’s aircraft from the private aircraft management company. 

19. Between 2017 and 2022, during the period that Greenbrier’s proxy statements and 

annual reports filed with the Commission on Form 10-K were materially misstated, Furman sold 

Greenbrier common stock. 

D&O Questionnaires 

20. During fiscal years 2017 to 2021, Greenbrier required Furman to complete an 

annual Directors & Executive Officers Questionnaire (the “D&O Questionnaire”), which 

Greenbrier used to prepare its annual proxy statements. Furman completed a D&O Questionnaire 

for each fiscal year from 2017 to 2021. 

21. The D&O Questionnaires state that “[t]he Company is required by the SEC to 

disclose the value of nonmonetary benefits (commonly referred to as ‘fringe benefits’ or 

‘perquisites’) given to you by the Company or any Affiliates.” The D&O Questionnaires explain 

that perquisites “include items that provide direct or indirect benefit to you and that have a personal 

aspect, even if an item may be provided for some business reason or for the convenience of the 

Company.” The D&O Questionnaires further explain that, “[y]ou do not need to disclose those 

items that are integrally and directly related to the performance of your duties.” However, the 

questionnaires cautioned that, “[i]f you have doubts as to whether a particular item is a perquisite 

or personal benefit, disclose the item.” In each D&O Questionnaire for fiscal years 2017 to 2021, 

Furman did not disclose the perquisites listed above related to travel expenses for his spouse or for 

personal security. 



 

 

 

6 

22. The D&O Questionnaires ask the recipient to identify any related person 

transactions. For each related person transaction, the D&O Questionnaires asked the recipient to 

provide “[t]he approximate dollar value of the amount of the Person’s Interest in the Transaction, 

which shall be computed without regard to the amount of profit or loss.” In each D&O 

Questionnaire for fiscal years 2017 to 2021, Furman identified the “Furman aircraft” as a related 

person transaction, but he did not provide the approximate dollar value of the amount of his 

interest in Greenbrier’s lease of his aircraft.  

Violations 

23. Section 17(a)(2) of the Securities Act makes it unlawful, in the offer or sale of 

securities, to obtain money or property by means of any untrue statement of a material fact or any 

omission 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. Negligence is sufficient to establish 

violations of Section 17(a)(2); no finding of scienter is required. Aaron v. SEC, 446 U.S. 680, 701-

02 (1980). As a result of the conduct described above, Furman violated Section 17(a)(2) of the 

Securities Act. 

24. Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale of 

securities, to engage in any transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser. Negligence is sufficient to establish violations of 

Section 17(a)(3); no finding of scienter is required. Aaron, 446 U.S. at 696-97. As a result of the 

conduct described above, Furman violated Section 17(a)(3) of the Securities Act.  

25. In addition, as a result of the conduct described above, Furman violated Section 

14(a) of the Exchange Act and Rules 14a-3 and 14a-9 thereunder. No showing of scienter is 

required to establish violations of Section 14(a) and Rules 14a-3 and 14a-9 thereunder. Gerstle v. 

Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). 

26. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 

violations of Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder, which 

require every issuer of a security registered pursuant to Section 12 of the Exchange Act to file with 

the Commission information, documents, and annual reports as the Commission may require, and 

mandate that periodic reports contain such further material information as may be necessary to 

make the required statements not misleading.  

27. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 

violations of Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to 

make and keep books, records, and accounts which, in reasonable detail, accurately and fairly 

reflect their transactions and dispositions of their assets. 

28. In addition, as a result of the conduct described above, Furman caused Greenbrier’s 

violations of Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to 



 

 

 

7 

devise and maintain a system of internal accounting controls sufficient to, among other things, 

provide reasonable assurances that transactions are executed in accordance with management’s 

general or specific authorization and are recorded as necessary to maintain accountability for 

assets, and that access to assets is permitted only in accordance with management’s general or 

specific authorization.  

29. Lastly, as a result of the conduct described above, Furman violated Exchange Act 

Rule 13b2-1, which prohibits any person from, directly or indirectly, falsifying or causing to be 

falsified, any book, record, or account subject to Section 13(b)(2)(A) of the Exchange Act.  

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 

Act, Respondent cease and desist from committing or causing any violations and any future 

violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections 13(a), 

13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13b2-1, 14a-3, 

and 14a-9 thereunder. 

B. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount $100,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

Payment must be made in one of the following ways:  

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

http://www.sec.gov/about/offices/ofm.htm


 

 

 

8 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Furman as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Monique Winkler, Regional Director, 

San Francisco Regional Office, Securities and Exchange Commission, 44 Montgomery Street, 

Suite 2800, San Francisco, CA, 94104.  

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of the Respondent’s payment of a 

civil penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants 

such a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondent Furman, and further, any debt for disgorgement, prejudgment interest, civil penalty or 

other amounts due by Furman under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 By the Commission. 

 

 

Vanessa A. Countryman 

Secretary 

 

 


	OLE_LINK1
	OLE_LINK2