The former CEO and chairman of the board of directors of Ontrak Inc., a Miami-based publicly traded health care company, was sentenced today to 42 months in prison for engaging in an insider trading scheme using Rule 10b5-1 stock trading plans to avoid losses of more than $12.5 million.
Terren Scott Peizer, 65, a resident of Puerto Rico and Santa Monica, was sentenced by U.S. District Judge Dale S. Fischer, who also ordered him to pay a fine of $5.25 million and forfeit more than $12.7 million in ill-gotten gains.
“Terren Peizer betrayed the trust of Ontrak’s investors, trading on inside information to offload company stock before a substantial price decline,” said Matthew R. Galeotti, Head of the Justice Department’s Criminal Division. “Today’s just sentence reflects the Criminal Division’s hard work and commitment to prosecuting frauds that harm American investors. The Criminal Division will use the tools at its disposal to combat sophisticated frauds that exploit our securities markets.”
“Insiders must not be allowed to put their thumbs on the scales of the stock market,” said U.S. Attorney Bill Essayli for the Central District of California. “Individuals who impugn the integrity of our markets can and will face prison time for their crimes.”
In May 2021, Peizer entered into his first 10b5-1 trading plan shortly after learning that the relationship between Ontrak and its largest customer was deteriorating, and that the customer had expressed serious reservations about continuing its contract with Ontrak. Peizer later learned that the customer informed Ontrak of its intent to terminate the contract. In August 2021, Peizer entered into his second 10b5-1 trading plan minutes after Ontrak’s chief negotiator for the contract told Peizer that the contract likely would be terminated.
In establishing his 10b5-1 plans, Peizer refused to engage in any “cooling-off” period – the time between when he entered into the plan and when he sold stock – despite warnings from two brokers, a senior Ontrak executive, and attorneys. Instead, Peizer began selling shares of Ontrak on the next trading day after establishing each plan. On Aug. 19, 2021, just six days after Peizer adopted his 10b5-1 plan, Ontrak announced that the customer had terminated its contract and Ontrak’s stock price declined by more than 44%.
In June 2024, Peizer was found guilty after a 10 day jury trial of one count of securities fraud and two counts of insider trading. The case is part of a data-driven initiative led by the Criminal Division’s Fraud Section to identify executive abuses of 10b5-1 trading plans.
The FBI investigated the case. The Justice Department appreciates the substantial assistance of FINRA’s Criminal Prosecution Assistance Group.
Trial Attorney Matthew Reilly of the Criminal Division’s Fraud Section and the U.S. Attorney’s Office for the Central District of California prosecuted the case. Assistant U.S. Attorney Jonathan Galatzan for the Central District of California assisted with the forfeiture proceedings.