SEC charges former Circor director with fraud

The Securities and Exchange Commission today announced fraud charges against Nicholas Bowerman, a former finance director at Circor International.

The SEC alleges that Bowerman manipulated Circor's internal accounting records, resulting in the formerly publicly-traded technology manufacturing company to overstate its financial performance by millions of dollars. Circor was acquired last year by the investment firm KKR and went private.

Bowerman, 48, worked at Circor's U.K.-based business unit, Pipeline Engineering, from 2011 until his termination in 2022. According to the SEC's complaint, between 2019 and 2021, Bowerman falsified Pipeline Engineering's financial results before they were included in Circor's consolidated financial statements. The Commission alleges that he hid his misconduct by manipulating accounting reconciliations, falsifying certifications, fabricating bank confirmation documents and misleading Circor's management and independent auditors. 

Bowerman did not immediately respond to request for comment.

Graeme Sloan/Bloomberg

In a separate order against Circor, the SEC found that the company failed to maintain sufficient internal accounting controls relating to financial statement preparation, reconciliation processes and access to bank accounts. Because of these deficiencies, it was unable to prevent Bowerman's fraud and thereby made misleading statements about its financial performance.

The SEC did not seek a civil penalty against the company because it self-reported its violations to the SEC following an internal investigation and subsequently provided cooperation, including examples of Bowerman's adjustments, summarizing interviews of witnesses, and making Circor employees and external forensic accountants available for interviews. Circor also implemented remedial measures, including strengthening its internal accounting controls, hiring additional finance and accounting personnel, and canceling compensation scheduled to be paid to a former executive. 

"While this matter involves serious violations of the securities laws, once the company became aware of the violations, it promptly self-reported, cooperated and remediated the gaps in its accounting systems," Nicholas Grippo, director of the SEC's Philadelphia Regional Office, said in a statement. "As also reflected in other recent Commission resolutions, this kind of response by a corporate entity can lead to significant benefits including, as here, no penalty."

The SEC's complaint was filed in the U.S. District Court for the District of Massachusetts. It charges Bowerman with violating the antifraud, financial reporting, books and records, and internal accounting controls provisions of the federal securities laws and seeks an injunctive relief, disgorgement with prejudgment interest, and civil penalties. 

The SEC found that Circor violated the financial reporting, books and records, and internal accounting controls of provisions of the federal securities laws. Without admitting or denying the SEC's findings, the company agreed to cease and desist from further violations of the charged securities laws.