Vice Chancellor for Organizational Effectiveness 404-962-3025 270 Washington Street, S.W. john.fuchko@usg.edu Atlanta, Georgia 30334 https //www.usg edu/organizational_effectiveness/

usg.edu

April 15, 2019

Dr. G.P. “Bud” Peterson President Office of the President Georgia Institute of Technology sent via email Dear President Peterson: An anonymous Ethics Line report was received by the University System Office which raised concerns of a conflict of interest by Georgia Tech’s (GT) Chief Information Officer (CIO). A review was completed by my office working together with the USG Office of Internal Audit. The final report, which includes GT’s management response, is attached to this letter. Please let me know if you have any questions or need additional information.

Sincerely,

John M. Fuchko, III Vice Chancellor for Organizational Effectiveness

Enclosure cc: Dr. Steve Wrigley, Chancellor

Tricia Chastain, Executive Vice Chancellor for Administration Teresa MacCartney, Executive Vice Chancellor for Operations Claire Arnold, Vice Chancellor for Internal Audit (Interim) Edward Tate, Vice Chancellor for Legal Affairs Ashley Jones, Chief of Staff James “Jim” Fortner, Executive Vice President for Administration and Finance (Interim)

Ling-Ling Nie, Vice President for Ethics, Compliance and Legal Affairs Wesley Horne, Executive Director of Enterprise Risk & Compliance (Interim) Mike Foxman, Executive Director of Internal Audit

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Investigative Report The Georgia Institute of Technology

Ethics Line Report USGB-18-08-0018

April 15, 2019

Prepared by:

Wesley Horne, Executive Director Enterprise Risk & Compliance (Interim) Michael Foxman, Executive Director of Internal Audit

Board of Regents of the University System of Georgia

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Table of Contents

I. Summary ……..……………………………………………………………... 1

II. Relevant State & BOR Policy Provisions ………………………………………….. 1

III. Investigative Findings ……………………………………………………………………... 3

IV. Recommendations ………………..…………….………………………………………. 6

V. Exhibit A – Timeline ……………………………………………………………………… 8

VI. Exhibit B – GT Management Response …………………………………………………. 11

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I. Summary On October 24, 2018, an anonymous report was received by the University System Office (USO) on the Ethics and Compliance Reporting Hotline (Ethics Line), which alleged that the Chief Information Officer (CIO) at the Georgia Institute of Technology (GT), Mark Hoeting, directed business to a vendor based upon a personal relationship with the vendor’s sales representative. The report further alleged that as a result of the personal relationship between Mr. Hoeting and the vendor’s sales representative that GT paid too much for the equipment purchased from the vendor. The University System of Georgia (USG) Office of Organizational Effectiveness and the USG Office of Internal Audit worked together to review the concerns raised. It is a finding of the report that Mr. Hoeting did have a long-standing close personal relationship with the sales representative in question which was romantic at times. Mr. Hoeting introduced the sales representative in question to subordinate employees of GT for the purpose of possible future sales, without disclosing his relationship with the sales representative. Mr. Hoeting chose to transact business with the firm where the sales representative in question was employed and continued to negotiate business with the sales representative after she switched employers.1 More than 5 million dollars in Information Technology (IT) equipment was subsequently purchased by Mr. Hoeting’s department in deals he and his subordinates negotiated with the sales representative in question. Mr. Hoeting also recommended the sales representative and the vendor she represented to other USG and government contacts. It is a finding of this review that Mr. Hoeting’s actions and interactions with the GT vendor’s sales representative did violate the Board of Regents (BOR) policy regarding conflicts of interest.2 There was insufficient evidence to conclude that GT paid too much for the equipment purchased from the vendor. The following is a discussion of these findings along with corresponding recommendations. A timeline is attached as Exhibit A for use as a reference for this report. Also attached as Exhibit B is GT’s management response to the recommendations in this report.

II. Relevant State & Board of Regents Policy Provisions A. Board of Regents Policy

BOR 8.2.18.2.1 Conflicts of Interest and Appearances of Conflicts of Interest

1 The initial discussions which ultimately led to the purchases in question took place in October 2016 when the sales representative in question was working for a firm not listed as an authorized reseller of the equipment ultimately purchased. The sales representative was subsequently hired by a second vendor and remained the point of contact with GT for the eventual sale that took place. The evidence indicates that her business relationship with GT was, in part, the reason she was hired by the second vendor. Several vendor representatives interviewed suspected that Mr. Hoeting was in a romantic relationship with the sales representative in question and concluded that the second vendor must have been selected on that basis. No evidence was collected that Mr. Hoeting assisted the sales representative in getting her new position with the second vendor. 2 BOR Policy 8.2.18.2 Conflicts of Interest and Conflicts of Commitment.

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Each University System of Georgia (USG) employee shall make every reasonable effort to avoid actual or apparent conflicts of interests and also the appearance of a conflict of interest. … BOR 8.2.18.1 Ethics Policy Every member of the USG community is required to adhere to the USG Statement of Core Values – Integrity, Excellence, Accountability, and Respect – that form and guide the daily work of the organization.

* * * 1. Integrity – We will be honest, fair, impartial, and unbiased in our dealings both with and

on behalf of the USG. 2. Excellence – We will perform our duties to foster a culture of excellence and high quality in

everything we do. * * *

8.2.18.1.4 Code of Conduct We will: 2. Act as good stewards of the resources and information entrusted to our care. …

* * * 10. Disclose and avoid improper conflicts of interest.

* * * 13. Not use our position or authority improperly to advance the interests of a friend or relative.

B. State Regulations: Department of Administrative Services (DOAS) Georgia Procurement Manual I.4.4.3 Fiduciary Duty All procurement professionals play an important role in ensuring needed goods and services are procured in an efficient and economical manner. The procurement professional is responsible for developing contracts at competitive prices to avoid waste and deliver the best value to the employer and Georgia citizens. I.4.4.4 Advancing the State’s Interest The procurement professional must strive to develop and advance positive relationships with suppliers, customers, and other governmental procurement professionals while avoiding the appearance and practice of unethical conduct in such relationships. The procurement professional should avoid business relationships with personal friends and must excuse himself/herself from state procurement activities to the extent such relationships create conflicts of interests. I.4.4.5 Avoiding Conflicts of Interest The procurement professional should avoid any actions, relationships, or business transactions that conflict with the lawful interests of the employer or otherwise create conflicts of interests that taint the procurement process and the reputation of the state entity and the state of Georgia. All professionals must comply with the employer’s guidelines with respect to reporting outside employment.

III. Investigative Findings A. Previous Ethics Line Reports

There were four previous Ethics Line reports filed that alleged a conflict of interest between Mark Hoeting and a GT vendor’s sales representative.3 The first four reports received were

3 FI-100 filed on 3/29/17, GTHR2017-324 filed on 5/5/17, FI-102 filed on 6/8/17 and FI-104 filed on 8/29/17

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filed on GT’s Ethics Line and were investigated by GT Human Resources (HR) and GT Department of Internal Auditing (DIA). The joint investigation was concluded on December 21, 2017 without a finding of any policy violations. The USG review, however, included information not previously considered by GTHR and GTDIA and requires a different conclusion.

B. Relationship between Mr. Hoeting and the Sales Representative in Question Based upon Mr. Hoeting’s statement to USO interviewers, he began a personal relationship with the sales representative in question in the summer of 2015. The relationship included hanging out and getting drinks after work. Mr. Hoeting began working for GT in April 2016 as the Chief Operating Officer. The relationship with the sales representative became romantic sometime in late June or early July 2016.4 The date the romantic part of the relationship ended is not as certain as different conflicting dates were given by Mr. Hoeting.5 In a memorandum to his supervisor6 dated July 5, 2017, which was drafted after Ethics Line reports had been filed regarding his relationship with the sales representative, Mr. Hoeting stated that the relationship ended “by November of 2016.” In an interview conducted approximately one week later with GTHR, Mr. Hoeting stated the relationship ended “around November 2016.” In his interview completed as part of this review, Mr. Hoeting stated that he stopped seeing the sales representative in question on a romantic basis at the end of August 2016. The finding that Mr. Hoeting’s actions violated the USG Conflict of Interest policy is not dependent upon a date certain that the relationship was no longer romantic. As Mr. Hoeting did not announce the beginning or end of the romantic nature of the relationship, there was no way for others, including GT vendors, GT employees and the public, to know the exact nature of the relationship. While Mr. Hoeting stated that he made no efforts to hide the relationship, neither his executive assistant nor his employees who regularly interacted with the sales representative in question knew for certain of the relationship. Some of his employees did, however, suspect that Mr. Hoeting had more than a professional relationship with the sales representative based upon what they observed as the sales representative’s access to Mr. Hoeting, the way negotiations were handled between Mr. Hoeting and the sales representative and the lack of a deep discount that GT was accustomed to receiving from vendors. Moreover, sales representatives from other GT vendors reported seeing Mr. Hoeting and the sales representative together at USG-sponsored conferences under circumstances that would suggest the relationship may be more than professional. Furthermore, after the date that Mr. Hoeting stated he stopped dating the sales representative, he continued to negotiate business with the sales representative, explore new options for future business together, recommend the sales representative and her company to other USG and

4 Mr. Hoeting was not able to recall the exact date or occasion. 5 It should also be noted that the sales representative in question refused to speak to those assigned to conduct this review. 6 Mr. Hoeting’s supervisor at that time was the former GT Executive Vice President of Finance and Business Administration.

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government contacts7, directly negotiate with her on business transactions, and continued to schedule lunch and dinner appointments with her.

C. Conflict of Interest Sometime in mid-August 2016, Mr. Hoeting informed a subordinate employee that a sales representative would be reaching out to him.8 Mr. Hoeting told the employee that the vendor (hereinafter, Vendor 1) could add value to GT.9 This employee subsequently confirmed by email to Mr. Hoeting that the sales representative had reached out to him on LinkedIn. The subordinate employee then requested Mr. Hoeting to forward the employee’s contact information to the sales representative as he did not know how to communicate with her through LinkedIn. This employee did receive additional correspondence from the sales representative and subsequently had lunch with the sales representative on September 13, 2016. At the request of the sales representative, additional meetings were scheduled with GT employees, which included engineers from Vendor 1 in an attempt to make sales to GT. The GT employee who scheduled these meetings stated that he went to the additional trouble of scheduling these meetings to accommodate Mr. Hoeting. At the time Mr. Hoeting spoke to him about the sales representative, Mr. Hoeting did not disclose that he was personally involved with the sales representative. The employee stated that he ordinarily does not take “blind calls” to meet with sales representatives but that he did on this occasion because of Mr. Hoeting’s recommendation. This was not the only employee to whom Mr. Hoeting recommended this sales representative. On August 30, 2017, Mr. Hoeting sent another subordinate employee an email that provided as follows:

The var [valued added reseller] that I referred to this morning is called [Vendor 1]. is their local account person. I have used them in the past for NetApp and

also other infrastructure components. No pressure from me to use them10, but I have found that when these companies are working to become established in the state, they are able to significantly reduce their margins to be competitive. Let me know if I can help in any way. They will probably reach out to you. I shared your name with them at a TAG meeting recently. Thanks. Mark

7 Mr. Hoeting stated that he only provided information about the sales representative and Vendor 2 based upon requests from others and that this is part of his customary practice. 8 This employee recalled that it was a “hallway” conversation that took place shortly before the sales representative reached out to him. 9 Mr. Hoeting noted that he has recommended other vendors in the past to subordinate employees when he thought the vendors may be able to add value to GT. Mr. Hoeting stated, however, that he was not personally involved with past vendors. 10 Mr. Hoeting stated that he attempted to address what could have been a conflict of interest by informing the subordinate employee that the employee should not feel pressure to transact business with the vendor. It is a finding of this review that the statement to the employee was insufficient to address the appearance of the conflict of interest.

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Based upon the favorable note from his superior, it is reasonable that this employee would be more receptive to a call from a vendor with whom he had never met. Mr. Hoeting also failed to disclose to this GT employee that he was personally involved with the sales representative or otherwise had a long-standing relationship with her. Mr. Hoeting’s efforts to establish contact between the sales representative and subordinate employees without disclosing his close personal relationship was a violation of the USG’s Conflict of Interest policy which requires employees to avoid even the appearance of a conflict of interest. Mr. Hoeting’s actions were also in violation of the University System of Georgia (USG) Ethics Policy which requires employees to be impartial and unbiased, to disclose conflicts of interest, to foster a culture of excellence and to uphold the highest standards of intellectual honesty and integrity. If GT would have transacted business with Vendor 1 it would have been based upon the recommendation of GT’s CIO who was clearly conflicted in the matter. If GT would have transacted business with Vendor 1, Mr. Hoeting would have needed to conceal the relationship from his employees or disclose the relationship and reveal what was an obvious conflict of interest. Even if Mr. Hoeting genuinely believed that Vendor 1 was a particularly good reseller of information technology (IT) equipment, his relationship with the sales representative in question would have required him to disclose the relationship. As Mr. Hoeting was, at a minimum, a close personal friend of the sales representative, it was reasonable for other GT employees to view Mr. Hoeting as having a conflict of interest. Mr. Hoeting also entered into business discussions directly with the sales representative in question at the USG Annual Computing Conference in Rock Eagle in October 2016, which ultimately led to the purchase of over 5 million dollars of information technology (IT) equipment. It should be noted that more than one witness interviewed stated that it appeared to them that Mr. Hoeting and the sales representative in question were more than professional acquaintances, based upon behavior observed at the conference. At the time of the conference, the sales representative was employed with Vendor 1; however, Vendor 1 was not listed as an authorized reseller of the IT equipment in question on the BOR Master Purchase and Service Agreement.11 The sales representative, however, became employed with another vendor (hereinafter Vendor 2) who was listed as an authorized reseller of the IT equipment. The sales representative in question continued to negotiate with GT on behalf of Vendor 1 up until she began employment with Vendor 2, effective December 7, 2016. On the day the sales representative was hired by Vendor 2, Mr. Hoeting attended a function at which both Vendor 2 and the sales representative in question attended. Continued conversations took place at that time regarding the purchase of IT equipment and licenses from Vendor 2.

According to senior leaders at Vendor 2, the decision to hire the sales representative in question was based, in part, on the sales representative’s connections at GT. Senior leaders of Vendor 2 thought that the relationship of the sales representative was based exclusively on professional contacts and not on a current or past personal relationship. The president of Vendor 2 stated that he was aware that the sales representative in question had worked

11 This agreement was effective as of January 15, 2016.

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with GT while she was employed with Vendor 1 and that he contacted Vendor 1 to ensure they did not have any objection to Vendor 2 making sales to GT with the sales representative in question.12 Representatives of Vendor 1 did not have an objection. The sales representative in question subsequently sent an email to Mr. Hoeting and other GT employees, stating that she was now employed as the new account executive at Vendor 2 and that nothing would change in the way an opportunity previously discussed would be handled and that she would still be handling those opportunities. Five days after the sales representative was hired by Vendor 213, GT experienced a significant IT security breach.14 Additional meetings were then held with Vendor 2 and a Joint Proof of Concept was conducted during the month of January 2017, utilizing Vendor 2 employees in an effort to address the recent breach. Contrary to his assertion to GTDIA, the decision to utilize Vendor 2 for the Proof of Concept and as the reseller of the IT equipment in question was made by Mr. Hoeting and not by the firewall team or any other group of GT employees.15 Additionally, Mr. Hoeting’s long-standing close personal relationship with the Vendor 2 sales representative was not disclosed to his employees, senior management or to Vendor 2. Under these circumstances, Mr. Hoeting’s decision to utilize Vendor 2 and the sales representative in question was a violation of the USG’s Conflict of Interest policy which requires employees to avoid even the appearance of a conflict of interest. According to Mr. Hoeting, he did mention his relationship with the sales representative to his supervisor in a one-on-one weekly meeting that purportedly took place on January 13, 2017.16 According to Mr. Hoeting, after hearing all relevant facts, his supervisor did not require Mr. Hoeting to recuse himself. It should be noted, however, that neither the investigator for GTDIA nor the investigator for GTHR recalls being informed of any such disclosure at the time they investigated the concerns raised on the Ethics Line.17 It was also not referenced by Mr. Hoeting in his July 5, 2017 memorandum outlining the actions that he took. Even assuming, without necessarily finding, that the meeting described by Mr. Hoeting did take place, the supervisor’s failure to recognize the conflict of interest or decision to ignore the conflict did not relieve Mr. Hoeting of the responsibilities for the actions that he took that were in violation of the USG’s Conflict of Interest policy. GT subsequently purchased more than 5 million dollars of IT equipment from Vendor 2.18 Some GT employees involved in negotiating with Vendor 2 raised concerns in and around the time of the purchase and to GT and USG investigators that the discounts offered by Vendor 2 were not in line with discounts normally obtained by GT when making large

12 A review of emails does indicate that the sales representative in question attempted to sell some of the same products to GT on behalf of Vendor 2 which she had introduced to GT while working for Vendor 1. 13 December 12, 2016 14 The data breach consisted, in part, of a computer in payroll that was exposed to ransomware. 15 The GT network team were, however, allowed to review the presentation of the Proof of Concept led by the sales representative in question and no employee raised an objection to the use of Vendor 2. 16 Mr. Hoeting stated that at the time, he did not find that there was an appropriate place to disclose his relationship on the conflict of interest forms he was required to complete at GT. 17 GTDIA and GTHR investigators did not interview Mr. Hoeting until after Ethics Line reports had been received. 18 $137,629.52 of IT equipment was purchased on 3/23/17 and $5,759,862.00 of IT equipment was purchased on 6/14/2017.

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purchases from vendors. Other employees raised concerns as part of this review that the sales representative in question went around them and went straight to Mr. Hoeting when negotiating price. A review of emails between Mr. Hoeting and the sales representative in question did corroborate the concern that Mr. Hoeting was closely involved in the negotiation of the price paid by GT for the IT equipment purchased. Mr. Hoeting’s involvement in the negotiations would not have been problematic but for the personal relationship between Mr. Hoeting and the sales representative. Mr. Hoeting did subsequently inform some of his employees of his close personal relationship with the sales representative in question. This disclosure, however, did not take place until after purchases had been made from Vendor 2 and after Ethics Line reports had been filed. The employees interviewed stated that this only provided them with proof of what they had suspected. The disclosure also served to corroborate rumors circulating among GT vendors regarding a suspected relationship between Mr. Hoeting and the sales representative in question.

D. Allegation that GT Paid too much for the IT Equipment Purchased from Vendor 2 There was insufficient information to substantiate the allegation that GT paid too much for equipment purchased from Vendor 2.

IV. Recommendations

A. GT should ensure that all future purchases take place in a transparent manner free from conflicts of interest and the appearance of conflicts of interest.

B. Appropriate administrative actions for Mr. Hoeting should be taken.

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Exhibit A - Timeline

Date Description of Event

2014 Mr. Hoeting first meets the sales representative who is referenced in the report.

Summer 2015 Mr. Hoeting begins spending time with the sales representative referenced in the report to include meeting after work for drinks.

4/1/2016 Mr. Hoeting begins employment with GT as the Chief Operating Officer

5/23 - 25/2016 Dates of the USG CIO Advisory Council Spring Meeting in Jekyll Island. Both Mr. Hoeting and the sales representative referenced in the report attend. Mr. Hoeting is seen spending time around the hotel pool and taking walks on the beach with the sales representative referenced in the report.

Sometime in late June / Early July 2016

Mr. Hoeting becomes romantically involved with the sales representative referenced in the report.

8/22 or 8/23/16 Mr. Hoeting informs one of his subordinate employees that the sales representative in question will be reaching out to him. He informs the employee that he believes the sales representative's company (hereinafter Vendor 1) can add value to GT. (The lunch subsequently took place on 9/13/16).

8/23/2016 The subordinate employee informs Mr. Hoeting that the sales representative in question had reached out to him by LinkedIn but he can’t figure out how to reply to her. He asks Mr. Hoeting to forward his information to the sales representative.

8/24/2016 The sales representative reaches out to Mr. Hoeting's subordinate employee by email to meet and have lunch.

8/30/2016 Mr. Hoeting refers the sales representative referenced in the report to another subordinate employee and references that this may result in cost saving to GT.

8/31/2016 The employer of the sales representative completes a GT Vendor Profile Form

9/1/2016 Mr. Hoeting is appointed interim CIO of GT

10/11 - 13/2016 USG Annual Computing Conference in Rock Eagle

** Conversation begins between Mr. Hoeting and the sales representative referenced in the report about the purchase of IT firewall equipment. ** Witnesses report Mr. Hoeting and the sales representative referenced in the report spending time together.

10/27/2016 Meeting set up by one of Mr. Hoeting's subordinate employees for the sales representative referenced in the report to meet with other GT employees.

End of October / around November

According to earlier statements by Mr. Hoeting, the romantic part of his relationship with the sales representative referenced in the report ends. (The statement by Mr. Hoeting made as part of this review indicates the romantic part of the relationship ended at the end of August).

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11/1/2016 Mr. Hoeting reaches out by email to the sales representative referenced in the report about leading the engineering and design and possibly providing project management services for the GT CODA building.

11/14/2016 Follow-up email from the sales representative referenced in the report regarding the conversation started at Rock Eagle about the purchase of IT firewall equipment and licenses. Mr. Hoeting subsequently sends emails to connect his employees with the sales representative referenced in the report.

11/21/2016 * The sales representative referenced in the report asks to meet with Mr. Hoeting about business strategies

* Mr. Hoeting agrees to meet so they can discuss strategies and upcoming opportunities for Vendor 1

11/28/2018 Mr. Hoeting and the sales representative meet to discuss opportunities for Vendor 1

12/1/2016 Offer of employment by Vendor 2 to the sales representative referenced in the report.

12/5/2016 Mr. Hoeting, the sales representative and the manufacture of the firewall equipment and other GT employees to discuss a proof of concept regarding the purchase of IT equipment.

12/7/2016 Sales representative referenced in the report announces by way of email that she is now employed with Vendor 2 as the new Account Executive and that "nothing will change" in the way of any opportunity previously discussed while she was an employee with Vendor 1 and that she will still be handling those opportunities.

12/12/2016 GT Information Technology Security Breach takes place.

12/14/2016 Sales representative reaches out to Mr. Hoeting to ask him directly if the proof of concept can be pushed into place "anytime soon"?

** Mr. Hoeting writes back to the sales representative to expect a proof of concept next week.

12/23/2016 Mr. Hoeting refers Vendor 2 and the sales representative to a potential non-USG client.

1/3/2017 The manufacturer of the IT equipment leaves the sales representative off of an email regarding a meeting. Mr. Hoeting adds the sales representative to the reply and requests they all meet.

1/9/2017 Mr. Hoeting requests a single point of contact for Vendor 2 for all purchases and invites Vendor 2 to collaborate with GT on the Smart Cities Event.

1/10/2017 Vendor 2 makes the sales representative referenced in the report the single point of contact for Vendor 2.

1/13/2017 During a one-on-one meeting with his supervisor, Mr. Hoeting allegedly discloses the relationship between Mr. Hoeting and the sales representative in question. Mr. Hoeting is purportedly told that he can proceed with business with Vendor 2.

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2/7/2017 Mr. Hoeting determines that the sales representative referenced in the report and Vendor 2 will lead the debrief from the proof of concept.

2/10/2017 Mr. Hoeting and other GT employees review the proposal of Vendor 2.

2/27/2017 GT submits a PO to Vendor 2 for $137,000 for firewall equipment.

3/17/2017 Mr. Hoeting introduces the sales representative and Vendor 2 to another USG institution.

3/17/2017 Email from GT employee to the sales representative about additional discounts for a multi-million dollar purchase of firewall equipment.

3/28/2017 Email from the sales representative that the quotes are non-negotiable. The GT employee who asked for the discount was NOT copied on email.

3/28/2017 Mr. Hoeting forwards pricing to the GT employee who requested the discount. The employee pushes back on the pricing.

3/29/2017 The sales representative sends Mr. Hoeting an email that the price is being brought down by 1 million.

3/29/2017 Ethics Line Report received regarding conflict of interest between Mark and the sales representative referenced in the report. (FI-100)

4/27/2017 Business Case for purchases submitted to the University System Office

5/3/2017 Quote for $5,759,862 from Vendor 2 for firewall equipment.

5/5/2017 Ethics Line Report received regarding a conflict of interest between Mark and the sales representative. (GTHR2017-324)

5/31/2017 Vendor 2 quote signed by purchasing.

6/8/2017 Ethics Line Report received regarding a conflict of interest between Mark and the sales representative. (FI-102)

8/29/2017 Ethics Line Report received regarding a conflict of interest between Mark and the sales representative. (FI-104)

12/11/2017 Mr. Hoeting named as CIO / VPIT

8/24/2018 Ethics Line report filed with the University System Office. USGB-18-08-0018.

9/26/2018 Email from Vendor 2 that the sales representative referenced in the report is no longer employed with Vendor 2.

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Exhibit B:

Georgia Tech’s Management Response