Besides being associated with HTK, Logan was employed as an insurance agent by Penn Mutual Life Insurance Company ("Penn Mutual"), HTK's parent company. In 2013, Logan was promoted to sales manager at Penn Mutual's Greater Boston agency, Concord Wealth Management ("Concord Wealth"). At the hearing, Logan testified that in 2018 he managed "around 20 full-time sales agents and about ten part-time life insurance broker agents." According to Logan, 95 percent of his time and effort were spent on life insurance, and five percent was securities-related.Logan testified that the Firm "increased [the] sales target significantly year over year." The demands of the Firm skyrocketed while Logan was sales manager. When he first became sales manager in 2013, the annual sales target for his office was to generate $300,000 of life insurance premiums. In 2018, the sales requirement for the office was $1.5 million of life insurance premiums. Logan testified that, on average, he worked 60 hours per week.
[L]ogan directed the Assistant to take the Ethics Training for him. Logan testified he communicated his directive to the Assistant by "forward[ing] the regular company e-mail to her company e-mail." In the forwarding email, Logan stated, "[W]e need this done today." The Assistant took each module for Logan by logging onto the Firm's online training portal using his credentials. Logan did not complete the modules at any time.
Logan forwarded the Licensing Director's email to the Assistant, asking, "[I]s this completed?" The Assistant replied, "Not yet will complete today." Logan admitted that his purpose in forwarding the Licensing Director's email was to have the Assistant "complete the training on [his] behalf." The Assistant took the HTK Training by logging onto the Firm's web-based Learning Resource Center using Logan's credentials. Logan himself did not take the HTK Training at any time.
In October 2018, Logan instructed the Assistant to complete for him several anti-money laundering continuing education courses provided by the Life Insurance and Market Research Association ("LIMRA Training"). Logan had to take the LIMRA Training to sell Columbus Life Insurance products. He received an email from First American Insurance Underwriters informing him of the requirement to take the LIMRA Training; the subject line of the email was "Matthew Logan CL00064790-pending-ANTI-MONEY LAUNDERING REQUIRED." The Assistant took the LIMRA Training for Logan by logging onto LIMRA's online testing portal using his credentials. Logan himself did not complete the LIMRA Training at any time.
Logan received another reminder email about the Regulatory Element on October 24, 2018. Logan forwarded this email to the Assistant stating, "Let's discuss today." Logan testified, "I saw FINRA CE, I forwarded the e-mail to [the Assistant]. And I understood that this was an online course." In a reply email, the Assistant stated, "I have been working on this in between my work but I'm almost done." On October 30, 2018, the Assistant completed Logan's Regulatory Element, logging onto FINRA's CE Online System and impersonating Logan by using his login credentials.
Logan testified that the Firm's sales target demands had become so astronomical that he could not keep up with them. He lost clarity and focus and blindly forwarded to the Assistant the Firm emails reminding him of his continuing education obligations. According to Logan, "[i]t was impossible to be reading page 3 of an e-mail among a couple hundred [he] was getting a day at this period in time."
Several aggravating factors support a bar in this case. First, Logan did not accept responsibility for or acknowledge his misconduct to the Firm before detection or intervention. Logan did not attempt to accept responsibility for his cheating-which ended in October 2018- until September 2019, in a letter to FINRA. Second, he engaged in a year-long pattern of cheating from October 2017 to October 2018. Third, in his interview with Núñez, he acted in a premeditated way, with the Assistant as his accomplice, to try to deceive the Firm with a concocted story. It is further aggravating that, even now, he seeks to minimize his lying to the Firm, testifying, "I was evasive with Mr. Núñez." Fourth, he acted intentionally when he directed the Assistant to take the Regulatory Element and three different continuing education courses for him. Logan adopted a calculated method of avoiding his duty as a member of the securities industry to take required continuing education training.It is also aggravating that Logan cheated on his continuing education requirements at a time when he was a sales manager in the Firm. Because he enlisted the help of another person in his cheating (the Assistant), he made it more likely that other registered persons in the office would learn about his misconduct. These other registered persons, following the example of their manager, might think they too could use the Assistant, or other individuals, as impostors in meeting their continuing education requirements.
Eleven of the twelve AWC cases that Logan relies on involved a person cheating on the Firm Element, not the Regulatory Element. And although a bar is standard for cheating on the Regulatory Element, it is not standard for cheating on the Firm Element. Instead, Firm Element cheating is subject to a separate Sanction Guideline. The twelfth AWC case involved a person cheating on the Regulatory Element, but the cheating did not involve using an impostor to take the training. In a thirteenth AWC matter, which Logan's counsel appropriately brings to the Hearing Panel's attention although it cuts against his position, the person accepted a bar for cheating on the Regulatory Element.. . .Logan claims his failure to take the Regulatory Element and the three non-FINRA continuing education courses was because his office had to address pressing and urgent matters and was chronically understaffed. This is much like an argument that a respondent's misconduct was due to outside stress. But contrary to Logan's contention, such factors do not mitigate a respondent's misconduct. He did not ask to be excused from any work duties at the Firm because of the stress he was experiencing. Nor did Logan ask for more time to complete any of his continuing education requirements.Logan contends that FINRA's move from in-person administration of the Regulatory Element to online administration is a mitigating factor because online administration does not include the trappings of seriousness (e.g., proof of identity, photographing the training subject, constant monitoring by proctors, and so on) that is present in in-person administration. But the move to online administration makes it even more important to apply the governing Sanction Guideline according to its terms. Without the safeguards applied in in-person training, online administration must depend on the good faith of the training subjects. It is also much easier to cheat in online training, as this case demonstrates. The imposition of a bar on a person caught cheating in online training shows the securities industry that such cheating will not be tolerated in the new training environment.
[T]he relevant portion of the hearing transcript includes an exchange prompting Logan to make the following clarification to his testimony:Logan: I was confusing the online CE courses. Again, in the couple hundred emails  I was getting per day , I was recklessly forwarding emails. And I saw FINRA CE, I forwarded the email to [the Assistant]. And [I] understood that was an online course . . . I was certainly not asking her to go to a testing center.The Hearing Panelist acknowledged Logan's clarification, stating "Thank you for that clarity." To the extent Logan's counsel believed that further clarification was needed, counsel could have taken steps to make that clarification for the record. Cf. Blair v. CBE Grp. Inc., No. 13-00134- MMA, 2015 U.S. Dist. LEXIS 67920, at *26 (S.D. Cal. May 26, 2015) (explaining that asking clarifying questions of a client is a "major part of counsel's role" at a deposition).
Logan argues that his misconduct is mitigated by professional and personal stress, as he was overwhelmed with demands at work and at home during the relevant period. Although a personal problem such as stress may mitigate misconduct in certain circumstances, such a problem may be mitigating only where it explains the misconduct. See John M.E. Saad, Exchange Act Release No. 76118, 2015 SEC LEXIS 4176, at *20-21 (Oct. 8, 2015) (distinguishing between conduct attributable to an "unthinking reaction" to stress and repeated deception), pet. for review denied in part and remanded in part, 873 F.3d 297 (D.C. Cir. 2017), aff'd, Exchange Act Release No. 86751, 2019 SEC LEXIS 2216 (Aug. 23, 2019), aff'd, 980 F.3d 103 (D.C. Cir. 2020).Stress does not explain Logan's repeated decisions to cheat, nor does it explain his premeditated attempt to deceive Penn Mutual. See id. And, even if stress could explain Logan's misconduct (which it cannot), the record provides little support for this explanation. As the Hearing Panel observed, Logan did not ask Penn Mutual for more time to complete the continuing education courses, nor did he ask to be excused from any work duties. To the contrary, Logan continued his efforts to earn Certified Financial Planner and Chartered Life Underwriter designations by taking at least one non-mandatory course during the relevant period. While Logan's effort in this respect generally would be commendable, his decision to voluntarily add to the demands on his time undermines his assertion that his cheating on required courses was mitigated by time constraints.Logan also argues that a bar is unwarranted because the Regulatory Element is now administered in an online environment, where registered persons are not monitored or subject to other protocol found at testing centers. According to Logan, this change caused the Regulatory Element to be indistinguishable from other continuing education courses, creating a "trap for the unwary." To the extent Logan seeks to shift responsibility for his misconduct to FINRA, his argument lacks merit. See Goldberg, 2012 SEC LEXIS 762, at *18 n.20. Moreover, Logan received at least constructive notice that FINRA changed its rules to provide for online administration of the Regulatory Element when FINRA announced this change to its members and associated persons. Even if Logan was not actually aware of the change, his ignorance is not mitigating because, as a registered person, he was responsible for staying abreast of such developments. See FINRA Rule 0140(a); Elgart, 2017 FINRA Discip. LEXIS 9, at *21.