The Australian Securities and Investments Commission (ASIC) is investigating an April share option deal that saw two Kogan executives – founder Ruslan Kogan and CFO David Shafer – reap a combined windfall of more than $17 million.

There is no suggestion of any illegality in the arrangement.

The options were issued to Mr Kogan and Mr Shafer in 2020 and in April the company said the two executives could sell their options back to the company for the difference between their strike price of $5.29 and a proxy share price of $8.22.

At Kogan’s recent AGM in Melbourne shareholders rejected the remuneration report following advice from proxy firm Ownership Matters, and nearly ousted director James Spenceley from the board (he scraped over the line with 50.1 per cent of the vote).

Kogan website.

Following the AGM Spenceley told ChannelNews the buyout was appropriate because he didn’t want to dilute shareholdings, however others claim Kogan and Shafer were paid out at a premium, given that the stocks were soon on the slide on the back of a poor trading report.

Of the messages sent by shareholders, he said: “Unfortunately sometimes people want to focus on one or two little items.”

Kogan Directors.

Spenceley told us the majority vote was “a mechanism for shareholders to express their concerns at a couple of things, including the cash settlement of options. It’s a message, and I think it’s one of those ones where it was introduced to send a message from shareholders without disrupting the company”.

Kogan chairman Greg Ridder told the AFR Kogan “is assisting ASIC with its inquiries. The company is unable to comment further due to the confidentiality of ASIC’s processes”.