SEC says former Express CEO secretly took advantage of $1 million in company perks, including a private jet, as the company was sliding into bankruptcy

Baxter served as the company’s CEO during the time of the SEC’s investigation and stepped down as Express’s chief executive in September 2023 as the company failed to generate innovative products to appeal to consumers. The company said at the time Baxter’s departure wasn’t due to the company’s financial struggles, yet filed for Chapter 11 bankruptcy seven months later. In June, a bankruptcy judge approved the sale of the retailer to a joint venture of acquisition and management firm WHP Global as well as Express’s landlords Simon Property Group, Brookfield Properties, and Centennial Real Estate. Baxter now sits on the board of online personal styling service Stitch Fix.

According to the SEC, Express underreported how much money Baxter earned in the “All Other Compensation” section of its definitive proxy statements by $979,269 total for fiscal 2019, 2020, and 2021. The lack of disclosures meant company filings understated Baxter’s additional executive compensation by an average of 94% during those three years. 

The SEC did not punish Express with a civil penalty because the retailer agreed to cooperate with the investigation and remediate its disclosure practices. An SEC spokesperson declined comment beyond the statement provided in the press release. Express and Baxter did not immediately respond to Fortune’s requests for comment.

According to company filings, Express reported Baxter received $293,718 in “All Other Compensation,” including $2,895 in personal aircraft usage in 2021; $4,942 in 2020; and  $180,772 in 2019. Between fiscal 2019 and 2021, Baxter earned an average of $5.2 in annual total compensation, including more than $7 million the year he joined the company and $2.3 million in 2020, when the company halted its short-term cash incentive program as it was battered by the pandemic.

“Public companies have a duty to comply with their disclosure obligations regarding executive compensation, including perks and personal benefits, so that investors can make educated investment decisions,” Sanjay Wadhwa, acting director of the SEC’s enforcement division, said in a statement.

From mall favorite to floundering clothier

Express struggled under Baxter’s leadership, which began in May 2019 as the company was experiencing declines in its brick-and-mortar business, including a 2% quarterly decrease in outlet sales. Having established itself as a trendy business casual brand, Express was once a staple in many millennials’ wardrobes. But the brand failed to adapt to consumers’ changing taste during the pandemic, when young professionals hung up dark-washed jeans and blazers in favor of yoga pants and hoodies.

In the months leading up to its bankruptcy filing, Express failed to consistently pay its vendors on time, according to business intelligence platform Creditsafe. Along with filing for Chapter 11, Express also planned to close 100 of its 530 retail and outlet stores.

“Sales [at Express] have been cratering for a long period of time and there are few signs that revenue has reached rock bottom,” Neil Saunders, managing director for GlobalData Retail, told Modern Retail in April. “This has put the company under a lot of financial strain and has resulted in some significant losses. None of this is sustainable, which is why bankruptcy has become an option.”

While Express may have been rescued from bankruptcy, its recent sale is far from a panacea to its woes.

“Cost-cutting does not solve the problem of a lack of relevancy to consumers,” Saunders said. “So it does not help grow sales.”