UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99867 / March 29, 2024

Admin. Proc. File No. 3-20922

In the Matter of the Application of

MATTHEW R. LOGAN

for Review of Disciplinary Action Taken by 

FINRA

OPINION OF THE COMMISSION

REGISTERED SECURITIES ASSOCIATION — REVIEW OF DISCIPLINARY 

PROCEEDING

FINRA barred former registered representative of member firm based on findings that he 

had his administrative assistant complete online continuing education courses on his 

behalf. Held, FINRA’s findings of violation and sanction are sustained.

APPEARANCES:

Jeremy L. Bartell, BARTELL LAW PLLC, for Matthew R. Logan.

Alan Lawhead, Gary Dernelle, and Ashley Martin for FINRA

Appeal filed: June 29, 2022

Last brief received: October 12, 2022
2

Matthew R. Logan, formerly associated with Hornor, Townsend & Kent LLC (“HTK”), a

FINRA member firm, seeks review of a FINRA disciplinary action.

1

 FINRA found that Logan

violated FINRA Rule 2010 by having his administrative assistant (the “Assistant”) complete four 

online continuing education courses on his behalf. For this violation, FINRA barred Logan from 

association with any FINRA member firm. We sustain FINRA’s findings of violation and the 

sanction it imposed.

I. Background

A. Logan associated with a FINRA member firm and worked as a life insurance sales 

manager for its parent company. 

Logan associated with HTK in 2013. He initially worked for HTK’s parent company, 

Penn Mutual Life Insurance Company, as a life insurance sales agent and was promoted to sales 

manager in late 2013.

2

 In that latter capacity, Logan recruited life insurance sales agents, trained 

them on life insurance products, and motivated them to meet Penn Mutual’s sales goals. During 

his tenure at HTK, Logan was required to take various firm- and FINRA-related continuing 

education courses. 

B. Logan instructed the Assistant to complete three firm-related continuing education 

courses on his behalf.

In October 2017, Penn Mutual required Logan to complete an online company-sponsored

continuing education course on ethics. Penn Mutual’s chief ethics and risk officer explained to 

Logan, by email, that the course was to remind personnel “to conduct our business honestly, 

ethically, and with respect for one another” and “to always do the right thing.” After Logan 

initially failed to take the course, Penn Mutual notified him on October 27, 2017, that he had to 

complete it by the end of the day. Logan testified that, at the time, he felt overwhelmed by his 

workload and viewed his continuing education requirements as “purely administrative.” 

Accordingly, he testified that he made the “mistake” of “delegat[ing]” the course to the 

Assistant, to whom he forwarded the Penn Mutual reminder email, with the note: “we need this

done today.” The Assistant completed the course on Logan’s behalf after logging into Penn 

Mutual’s online training portal using Logan’s credentials. 

In May 2018, Logan instructed the Assistant to complete, on his behalf, another online

course—this one on HTK’s guidelines for processing securities-related checks and securities. 

He did so after Penn Mutual’s director of licensing emailed him that the course was mandatory 

for all registered representatives.3 Logan forwarded that email to the Assistant, asking, “is this 

1 Dep’t of Enf’t v. Logan, Complaint No. 2019063570502, 2022 WL 2103988 (NAC June 

2, 2022).

2 References to “Penn Mutual” include its greater Boston agency, Concord Wealth 

Management, with which Logan worked after he was promoted to sales manager in 2013.

3 The record reflects that the licensing director was mistaken in stating that Logan was 

required to complete this course. Logan testified that he learned only during FINRA’s 

investigation that he was not, in fact, required to take the course.
3

completed?”—a transmittal message that, he testified, was intended to direct the Assistant to take 

the course on his behalf. The Assistant replied, “Not yet will complete today.” As with the 

earlier ethics course, the Assistant completed the course after using Logan’s credentials to log 

into HTK’s online training portal. 

In October 2018, Logan instructed the Assistant to take a third online course on his 

behalf—this one an anti-money laundering continuing education course administered by a trade 

association that Logan was required to complete in order to sell certain life insurance products. 

Logan forwarded an email about the course to the Assistant, stating, “I need to complete 

tomorrow this [is] urgent.” The Assistant responded, “Ok will do first thing.” As before, the 

Assistant completed the course for Logan after logging onto the online training portal with

Logan’s credentials.

C. Logan directed the Assistant to complete the FINRA Regulatory Element on his 

behalf.

In October 2018, Logan also asked the Assistant to take a FINRA-administered 

continuing education course. FINRA requires covered persons to take two different courses as 

part of their continuing education obligations: the Firm Element, which member firms develop 

and administer, and, as relevant here, the Regulatory Element, which FINRA develops and 

administers.

4

 The Regulatory Element focuses on compliance, regulatory, ethical, and sales 

practice standards. FINRA rules require covered persons to complete the Regulatory Element 

periodically, and FINRA will deem the registration of a person who does not successfully 

complete the course inactive until the person satisfies the program’s requirements.5 

Logan completed the Regulatory Element in person at a testing center in 2015, but

FINRA subsequently amended its rules to require covered persons to complete future versions of 

the course online.6 In announcing the rule change, FINRA warned that its rules of conduct 

would “require each participant to attest that he or she is in fact the person who is taking the CE 

session”; that a participant would forfeit the session’s results and could be subject to disciplinary 

action for violating the conduct rules; and that FINRA’s Sanction Guidelines (the “Guidelines”)

recommended a bar “for cheating” on the Regulatory Element.

To prevent FINRA from deeming his registration inactive, Logan needed to complete the 

Regulatory Element by November 23, 2018. HTK emailed Logan multiple reminders of that 

requirement, including a September 24, 2018, email with the subject line “Second Notice --

FINRA Regulatory Element Continuing Education.” The email explained that FINRA required 

4

See FINRA Rule 1240.

5 FINRA Rule 1240(a)(2). Under FINRA’s rules, a person whose registration is deemed 

inactive “shall cease all activities as a registered person,” “is prohibited from performing any 

duties and functioning in any capacity requiring registration,” and “may not accept or solicit 

business or receive any compensation for the purchase or sale of securities.” Id.

6

See Order Approving a Proposed Rule Change to Provide a Web-based Delivery Method 

for Completing the Regulatory Element of the Continuing Education Requirements, 80 Fed. Reg. 

47018 (July 31, 2015); FINRA Rule 1240(a)(6).
4

Logan to take the Regulatory Element, that the course was now administered online (no longer in 

a testing center), and that Logan’s registration would become inactive if he did not timely 

complete the course. Logan testified that he forwarded this email chain to the Assistant to direct 

her to complete the Regulatory Element on his behalf. But Logan testified that he did not realize 

it was the Regulatory Element that he was forwarding to the Assistant, as opposed to the Firm 

Element—according to Logan, he “didn’t have time to distinguish between the two.”

HTK emailed another reminder to Logan on October 24, 2018, with the subject line 

“Third Notice -- FINRA Regulatory Element Continuing Education.” Logan forwarded the 

email to the Assistant, stating, “Let’s discuss today.” The Assistant responded, “I have been 

working on this in between my work but I’m almost done.” On October 30, 2018, the Assistant 

completed the Regulatory Element on Logan’s behalf after using Logan’s credentials to log into 

FINRA’s CE Online System. 

D. Logan lied to Penn Mutual about his misconduct.

During a routine email review in November 2018, HTK discovered the emails between 

Logan and the Assistant about the four continuing education courses, including the Regulatory 

Element. HTK notified Penn Mutual, which then interviewed Logan and the Assistant to 

determine whether Logan had asked the Assistant to complete the courses on his behalf.

The Assistant admitted that she took an anti-money laundering course on Logan’s behalf,

but she denied taking the other continuing education courses for him. The Assistant claimed that 

she would log into online training portals using Logan’s credentials on her computer, then bring 

her computer to Logan for him to complete the continuing education courses between meetings. 

Logan testified that he learned of Penn Mutual’s investigation when the Assistant entered his 

office, crying, following her interview. According to Logan, the Assistant informed him that she 

lied to Penn Mutual, denying that she had completed continuing education courses on his behalf.

When Penn Mutual subsequently interviewed Logan, he similarly stated that the Assistant 

may have completed an anti-money laundering course for him, but he denied asking the 

Assistant to complete the other continuing education requirements on his behalf. Logan claimed 

that he would ask the Assistant to log into online training portals using his credentials on her 

computer so that he could complete continuing education courses on that computer. Even after 

being confronted with the inculpatory emails that had prompted the investigation, Logan 

continued to deny that he directed the Assistant to complete the other online courses.

Following its investigation, Penn Mutual fired Logan and the Assistant. In January 2019, 

HTK filed with FINRA a Form U5, Uniform Termination Notice for Securities Industry 

Registration, which disclosed that HTK terminated Logan’s employment because he had 

instructed the Assistant to “complete his required regulatory element and other continuing 

education requirements.” After the firm filed the Form U5, FINRA began investigating Logan’s 

conduct. During that investigation, Logan admitted that he had asked “a subordinate to complete 

online continuing education for [him].” In his September 2019 response to FINRA’s inquiry, 

Logan wrote that, to the best of his memory, he had asked the Assistant to complete the Firm 

Element. Logan later testified that he learned it was the Regulatory Element only when FINRA
5

subsequently informed him otherwise. And, at the eventual FINRA disciplinary hearing, Logan 

admitted that his answers to Penn Mutual investigators had been improperly “evasive.” 

E. FINRA found that Logan violated FINRA Rule 2010 by directing the Assistant to

complete the FINRA Regulatory Element and three firm-related continuing 

education courses on his behalf.

On October 7, 2020, FINRA’s Department of Enforcement issued a one-count complaint 

alleging that Logan violated FINRA Rule 2010 by instructing the Assistant to complete four 

online continuing education courses, including the Regulatory Element, on his behalf. In his 

answer, Logan admitted that he instructed the Assistant to take the courses on his behalf and that 

he falsely denied having done so to Penn Mutual. Logan further admitted that his conduct 

violated Rule 2010, but he requested a hearing on the issue of sanctions. 

After holding a hearing, a FINRA hearing panel issued a decision concluding that Logan 

violated Rule 2010 by instructing the Assistant to take the continuing education courses for him. 

The panel barred Logan for this misconduct, reasoning, among other things, that “[a] registered 

person’s dishonesty in using an impostor on the Regulatory Element evidences such a complete 

disregard for FINRA’s rules that a bar is necessary to protect the investing public.” 

Logan appealed to FINRA’s National Adjudicatory Council (“NAC”). Logan again 

admitted that he violated Rule 2010 by directing the Assistant to take the four courses on his 

behalf, but he contended that a bar was excessive. The NAC affirmed the panel’s findings of 

violation and the bar. In doing so, the NAC assumed (as Logan argued) that he had not realized 

he was forwarding the Regulatory Element to the Assistant for completion and thus had not 

specifically intended to cheat on that course. The NAC nonetheless found that Logan’s repeated 

pattern of forwarding online courses for the Assistant to complete on his behalf, his attempt to 

obstruct Penn Mutual’s subsequent investigation, and his continued refusal to take full 

responsibility “demonstrated an inability to comply with FINRA’s rules” and “cast doubt on his 

ability to comply with regulatory requirements.”

This appeal followed.

II. Analysis

Section 19(e)(1) of the Securities Exchange Act of 1934 governs our review of this selfregulatory organization disciplinary action. Under Section 19(e)(1), we determine whether the 

applicant engaged in the conduct that FINRA found; whether such conduct violates FINRA’s 

rules; and whether those rules are, and were applied in a manner, consistent with the purposes of 

the Exchange Act.7 We base our findings on an independent review of the record and apply a 

preponderance-of-the-evidence standard.8 

7

15 U.S.C. § 78s(e)(1).

8 Richard G. Cody, Exchange Act Release No. 64565, 2011 WL 2098202, at *1, *9 (May 

27, 2011), aff’d, 693 F.3d 251 (1st Cir. 2012).
6

Logan does not dispute, and thus has waived any challenge to, FINRA’s findings. 

Nevertheless, consistent with our standard of review, we explain below our basis for sustaining 

FINRA’s findings that Logan engaged in the conduct that FINRA found, and that Logan’s 

conduct violated Rule 2010.9 We further find that FINRA applied Rule 2010 in a manner 

consistent with the purposes of the Exchange Act.10

A. Logan violated FINRA Rule 2010 by instructing the Assistant to take four

continuing education courses on his behalf.

Logan engaged in the conduct FINRA found: Logan testified that he directed the 

Assistant to take four continuing education courses on his behalf. This conduct violated FINRA 

Rule 2010, which requires the observance of “high standards of commercial honor and just and 

equitable principles of trade.”11 The Commission has long held that this standard encompasses

misconduct that raises doubts about the integrity of market participants and their ability to 

comply with regulatory requirements.

12

 And the Commission has found that providing 

misleading and inaccurate information to an employer13 or to FINRA14 is inconsistent with Rule 

2010. 

9

See 15 U.S.C. § 78s(e)(1).

10 See id. § 78s(e)(1)(A).

11 Although this rule is directed at FINRA members, it also applies to associated persons. 

See FINRA Rule 0140(a) (providing that associated persons “shall have the same duties and 

obligations as a member under the Rules”).

12 See, e.g., Ahmed Gadelkareem, Exchange Act Release No. 82879, 2018 WL 1324737, at 

*7 (Mar. 14, 2018) (“We have long held that conduct that reflects negatively on an applicant’s 

ability to comply with regulatory requirements fundamental to the securities industry is 

inconsistent with just and equitable principles of trade.” (internal quotation marks omitted)); N. 

Woodward Fin. Corp., Exchange Act Release No. 74913, 2015 WL 2151765, at *11 (May 8, 

2015) (explaining that Rule 2010’s “general ethical standard . . . is broader and provides more 

flexibility than prescriptive regulations and legal requirements”).

13 See, e.g., Denise M. Olson, Exchange Act Release No. 75838, 2015 WL 5172954, at *2 

& n.8 (Sept. 3, 2015) (finding violation of just and equitable principles of trade where associated 

person submitted falsified expense reports to her employer); John M.E. Saad, Exchange Act 

Release No. 62178, 2010 WL 2111287, at *5 (May 26, 2010) (same), pet. for review granted on 

other grounds, 718 F.3d 904 (D.C. Cir. 2013).

14 See, e.g., Mitchell H. Fillet, Exchange Act Release No. 75054, 2015 WL 3397780, at *13 

(May 27, 2015) (stating the Commission’s long-held position that “providing misleading and 

inaccurate information to FINRA is conduct contrary to high standards of commercial honor and 

is inconsistent with just and equitable principles of trade”); Trevor Michael Saliba, Exchange 

Act Release No. 91527, 2021 WL 1336324, at *17 (Apr. 9, 2021) (concluding that knowingly 

providing backdated compliance forms to FINRA is unethical conduct that violates FINRA Rule 

2010).
7

Logan violated these standards, and thus Rule 2010, by having the Assistant complete 

four continuing education courses on his behalf. In reaching this conclusion, we recognize that 

one of the courses—on check-processing—was not required, but both Logan and Penn Mutual’s 

licensing director believed the check-processing course was mandatory at the time. We also 

assume, as Logan contends, that he was not aware that one course he asked the Assistant to take 

for him was the Regulatory Element, as opposed to the Firm Element. But instructing the 

Assistant to complete four continuing education courses for him was still dishonest. Regardless

of whether each course was required or whether he was aware that it was the Regulatory versus 

the Firm Element that he was asking the Assistant to take for him, Logan gave Penn Mutual and 

FINRA the false impression that he had completed the courses himself—and, therefore, that he 

had gained proficiency in the standards of competence and professionalism covered in those 

courses.15 

B. FINRA’s rules are, and were applied in a manner, consistent with the Exchange Act.

FINRA Rule 2010 is consistent with the purposes of the Exchange Act because it reflects

the mandate of Exchange Act Section 15A(b)(6) that FINRA’s rules be designed, among other 

things, “to promote just and equitable principles of trade.”

16

 And more specifically here, 

Exchange Act Section 15(b)(7) authorizes the Commission to regulate persons associated with 

broker-dealers by establishing qualification standards,

17 and Exchange Act Rule 15b7-1 requires 

associated persons to comply with training standards established by self-regulatory 

organizations.18 

FINRA’s application of Rule 2010 here was consistent with these purposes because the 

Commission has stated that “[self-regulatory organization] qualification of associated persons of 

broker-dealers is of substantial importance in promoting compliance with the substantive 

requirements of the federal securities laws”; that it “rel[ies] principally on the [self-regulatory 

organizations] in the formulation and administration of qualification standards, subject to [its] 

review and oversight”; and that requiring compliance with such standards advances “investor 

protection.”19 FINRA’s finding that Logan violated Rule 2010 by having the Assistant take 

continuing education courses on his behalf advances FINRA’s goal of ensuring that associated 

15 Cf. Saliba, 2021 WL 1336324, at *17 (“By providing backdated compliance forms to 

FINRA, Saliba misrepresented that he and the firm had been discharging their compliance 

obligations and timely executing the forms.”); L.C. Thomas, Exchange Act Release No. 26530, 

1989 WL 992478, at *1 & n.3 (Feb. 9, 1989) (concluding that associated persons violated NASD 

Rule 2110, the predecessor to FINRA Rule 2010, when one completed the Series 7 examination 

on the other’s behalf). 

16 Bruce Zipper, Exchange Act Release No. 90737, 2020 WL 7496222, at *12 (Dec. 21, 

2020) (finding that FINRA Rule 2010 is consistent with the Exchange Act); 15 U.S.C. § 78o3(b)(6).

17 15 U.S.C. § 78o(b)(7).

18 17 C.F.R. § 240.15b7-1.

19 Requirement of Broker-Dealers to Comply with SRO Qualification Standards, Exchange 

Act Release No. 32261, 1993 WL 141070, at *2 (May 4, 1993).
8

persons comply with established training requirements and furthers FINRA’s oversight of its 

qualification standards. 

We also find that FINRA’s proceeding against Logan was consistent with the Exchange 

Act’s purpose that FINRA provide a fair process for disciplining its associated persons.

20

 In 

reaching this conclusion, we reject Logan’s contention that a purported misunderstanding by a 

hearing panelist during the hearing undermined the fairness of the proceeding. Logan contends 

that, during Logan’s testimony on redirect, the panelist asked questions suggesting that the 

panelist “must not have read the Complaint, or the Answer, or the Pre-hearing Briefs of either 

side, and paid no attention during the full day of hearing testimony.”21 In particular, Logan 

points to the following exchange: 

Panelist: You testified that you were unaware . . . that FINRA had changed the 

FINRA regulatory exam to one that could be taken remotely, from the comfort of 

your home or from your office, wherever you might be, but you no longer had to 

go to Prometrics or Pierson or one of those sites, correct?

Logan: That’s correct.

Panelist: When you asked [the Assistant] in 2018 to take that exam for you, and I 

believe you testified there was a series of e-mail chains back and forth to her, then 

let me understand correctly, you were asking her to go to an offsite location, 

Prometric, Pierson, something like that and to impersonate you; is that correct?

Logan: No, that’s not correct.

Panelist: Help me understand. You said you -- you did not understand -- 

Logan then explained that he knew the course was administered online when he forwarded the 

email to the Assistant and that he “was certainly not asking her to go to a testing center.” The 

panelist replied, “Thank you for that clarity.”

We do not find that either this exchange or the hearing transcript as a whole evinces the 

panelist’s inattention or that the proceeding was unfair. Rather, we find that the transcript 

reflects that the panelist took notes and asked numerous questions that accurately referenced the 

parties’ exhibits, relevant dates, and details of witness testimony. And the dialogue to which 

20 Exchange Act Section 15A(b)(8), 15 U.S.C. § 78o-3(b)(8).

21 Logan argues that the NAC also erred in concluding that he had failed to object to the 

panelist’s conduct below because, he claims, he did object in a post-hearing brief. But even if 

the NAC somehow erred about whether Logan properly objected to the panelist’s conduct, that 

error could not have prejudiced Logan given that the NAC still considered—and rejected—

Logan’s claim on the merits. Cf. Curtis I. Wilson, Exchange Act Release No. 26425, 1989 WL 

992510, at *4 (Jan. 6, 1989) (sustaining NASD (FINRA’s predecessor) action where the 

Commission was “unable to conclude that [the applicant] suffered any prejudice”), aff’d 902 

F.2d 1580, 1990 WL 61994 (9th Cir. 1990) (unpublished table op.).
9

Logan points suggests, if anything, that the panelist was trying to understand Logan’s testimony.

We thus find no basis for concluding that the panelist did not properly consider the case or was 

unqualified to participate in it. 

III. Sanctions

Exchange Act Section 19(e)(2) directs us to sustain FINRA’s sanctions unless we find, 

having due regard for the public interest and the protection of investors, that the sanctions are 

excessive or oppressive.22 As part of our review, we consider any aggravating or mitigating 

factors23 and whether the sanctions serve remedial, rather than punitive, purposes.

24

 Like 

FINRA, we also consider the Sanction Guidelines, which, although not binding on us, provide “a 

benchmark” for assessing sanctions.

25

 The NAC applied a Guideline, in effect at the time of its

decision, providing that “[a] bar is standard” for “using an impostor” on the Regulatory 

Element.

26

 That Guideline further advised adjudicators to “consider a lesser sanction,” such as a 

suspension of up to two years, “only in cases of unauthorized possession that do not rise to the 

level of cheating” in which “mitigation is documented.”27 Logan did not challenge, either here 

or below, the NAC’s application of this Guideline to his misconduct.

28

22 15 U.S.C. § 78s(e)(2). The record does not show, nor does Logan claim, that FINRA’s 

sanctions impose any unnecessary or inappropriate burden on competition. Id.

23 Saad v. SEC, 718 F.3d 904, 906 (D.C. Cir. 2013).

24 PAZ Sec., Inc. v. SEC, 494 F.3d 1059, 1065-66 (D.C. Cir. 2007).

25 See, e.g., John Joseph Plunkett, Exchange Act Release No. 69766, 2013 WL 2898033, at 

*11 & n.68 (June 14, 2013) (using the Guidelines as a benchmark but explaining they are not 

binding). FINRA applied the version of its Sanction Guidelines in place at the time of the 

NAC’s decision. See https://www.finra.org/sites/default/files/2022-

09/2021_Sanctions_Guidelines.pdf; see also Meyers Assocs., Exchange Act Release No. 86193, 

2019 WL 2593825, at *17 & n.75 (June 24, 2019) (holding that the NAC properly applied the 

version of the Guidelines “in effect while this matter was pending before it”); Guidelines at 8 

(“These guidelines are effective as of the date of publication, and apply to all disciplinary 

matters, including pending matters.”). Logan does not take issue with FINRA’s use of this 

version of the Guidelines.

26 Sanction Guidelines at 40. 

27 Id.

28 A separate Guideline, then in effect, governed an individual’s failure to comply with the 

Firm Element program, recommending that in “egregious cases, such as where there is 

intentional misconduct and/or repeat violations,” FINRA suspend the individual for up to two 

years or “consider a bar.” See Sanction Guidelines at 41 & n. 1. Logan does not argue that the 

NAC should have applied that Guideline instead or that, if it had, the NAC would have imposed 

a different sanction. In any event, both Guidelines contemplate a bar in appropriate cases and,

for the reasons explained below, we find that the bar the NAC imposed here was neither 

excessive nor oppressive.
10

We agree with FINRA that, even assuming Logan did not know that one of the courses 

he directed the Assistant to complete was the Regulatory Element (as opposed to the Firm 

Element), his conduct warrants a bar. Logan’s conduct was still unethical and deceptive, and it 

demonstrated a troubling disregard for FINRA’s rules.

29 This conduct was also repeated, as he 

directed an impostor—the Assistant—to take continuing education courses on his behalf on four 

occasions, spanning nearly a year.30 And Logan attempted to conceal his misconduct by lying to 

Penn Mutual’s investigator, even after the investigator confronted him with the inculpatory 

emails he had sent the Assistant.31 

Moreover, despite admitting to his misconduct, Logan has tried to minimize it. For 

example, at the hearing, Logan testified that he had been “evasive” with Penn Mutual’s 

investigator. But Logan did not merely avoid directly responding to the investigator’s 

questions—he lied. And while Logan admits in his brief to the Commission that he “was 

initially not honest during his firm’s investigation of the situation,” his dishonesty continued 

beyond Penn Mutual’s investigation, as he did not admit to his misconduct on all four courses 

until September 2019—nine months after Penn Mutual terminated his employment and only after 

FINRA began its investigation.32 

Logan argues that a bar is excessive here because the Guidelines’ recommendation for 

imposing such a sanction was adopted when the Regulatory Element was administered as an inperson test. According to Logan, the security protocols surrounding in-person administration 

meant that “only the most unscrupulous, deliberate, and premedicated cheating . . . could occur 

29 Logan complains that the Panel “ignored” the issue of whether he was aware that one of 

the courses he had the Assistant take was the Regulatory Element. But, as indicated, the NAC 

explicitly found that a bar was warranted even if Logan lacked such awareness, and we review 

the NAC’s decision on appeal. See Meyers Assocs., L.P., 2019 WL 2593825, at *14 (“It is the 

decision of the NAC, not the decision of the Panel, that is the final action of FINRA which is 

subject to Commission review.” (internal quotation marks and alteration omitted)).

30 See Sanction Guidelines at 7 (listing, as principal considerations in determining 

sanctions, “[w]hether was the result of an intentional act, recklessness or negligence,” “[w]hether 

the respondent engaged in numerous acts and/or a pattern of misconduct,” and “[w]hether the 

respondent engaged in the misconduct over an extended period of time”); Ahmed Gadelkareem, 

Exchange Act Release No. 82879, 2018 WL 1324737, at *8 (March 14, 2018) (considering 

applicant’s pattern of misconduct over 14 months to be an aggravating factor).

31 See Sanction Guidelines at 7 (listing, as a principal consideration in determining 

sanctions, “[w]hether the respondent attempted to conceal his or her misconduct or to lull into 

inactivity, mislead, deceive or intimidate . . . the member firm with which he or she is/was 

associated”); Denise M. Olson, Exchange Act Release No. 75838, 2015 WL 5172954, at *3 

(Sept. 3, 2015) (considering applicant’s attempt to conceal her misconduct and deceive her firm 

to be an aggravating factor). 

32 See Sanction Guidelines at 7 (listing, as a principal consideration in determining 

sanctions, “[w]hether an individual . . . respondent accepted responsibility for and acknowledged 

the misconduct to his or her employer . . . prior to detection and intervention by the firm”).
11

in such test centers.” Logan thus suggests that cheating on the online version of the test is 

somehow less serious and should not warrant a similar sanction. But we fail to see how the ease 

with which one can cheat or otherwise violate ethical standards should influence the appropriate 

sanction. To the contrary, FINRA relies heavily on its members to act ethically.33 And 

suggesting that it is more acceptable to violate ethics standards when it is easier to do so not only 

would undercut FINRA’s self-regulatory structure, but would also raise concerns about Logan’s 

appreciation of—and likelihood of his future compliance with—those standards. 

Logan further argues that FINRA itself indicated that cheating during the online version 

of the Regulatory Element was less serious—and did not warrant a bar—because, in a 2020 

article FINRA published online, FINRA warned that it would seek to bar individuals who cheat 

on online qualification “exams,” but did not mention the Regulatory Element. Logan contends 

that this omission indicated that cheating on the Regulatory Element would not result in a bar. 

But Logan’s claim overlooks the repeated instances in which FINRA has warned that it would 

seek a bar for cheating on the online version of the Regulatory Element. Indeed, FINRA notices 

and the Commission’s order approving online administration of the Regulatory Element stated 

that an individual who violated FINRA’s Rules of Conduct during an online administration of 

the course might be subject to disciplinary action and that the Sanction Guidelines recommended

a bar for “cheating” on the Regulatory Element.34

Logan also claims that his actions were merely negligent, warranting no more than a 

suspension, because he was unaware that the Regulatory Element was one of the courses he had 

asked the Assistant to take on his behalf. But regardless of whether Logan was aware that he had 

asked the Assistant to complete the Regulatory Element (as opposed to the Firm Element) for 

him, Logan knew that he had directed the Assistant to take four continuing education courses on

his behalf. Indeed, Logan admitted in his pre-hearing brief below that his conduct was 

“intentional,” and argued that he lacked specific intent only as to the Regulatory Element. 

Logan’s ignorance about what course he was asking the Assistant to take on his behalf only 

furthers our concern about Logan’s disregard for his obligations as a securities industry

33 Cf. Robert E. Kauffman, Exchange Act Release No. 33219, 1993 WL 483323, at *2

(Nov. 18, 1993) (observing that, because NASD “cannot investigate the veracity of every detail 

in each document filed with it, must depend on its members to report to it accurately and clearly 

in a manner that is not misleading”).

34 See FINRA Regulatory Notice 15-28, 2015 WL 4714022 at *2 & n.9 (Aug. 3, 2015); 

Order Approving a Proposed Rule Change to Provide a Web-based Delivery Method for 

Completing the Regulatory Element of the Continuing Education Requirements, 80 Fed. Reg. 

47,018, 47,019 & n.22 (July 31, 2015); FINRA Notice of Filing of a Proposed Rule Change to 

Provide a Web-based Delivery Method for Completing the Regulatory Element of the 

Continuing Education Requirements, Exchange Act Release No. 75154, 2015 WL 3623281, at 

*4 & n.17. 
12

professional, including his obligation to be aware of the continuing education requirements to 

which he was subject.

35

Nor do we agree that Logan’s misconduct was mitigated because, he claims, the 

“securities business was only a very minor part of his job and was not part of his sales goals,” 

while “his personal family life was highly stressful [and] he was thoroughly overwhelmed during 

the relevant time.” Even if securities were a small part of his business (Logan testified that it 

was 5% of his overall business), FINRA’s rules still applied to him.

36

 And even assuming, as 

FINRA did, that Logan was under personal and professional stress during the relevant time, that 

stress does not explain his actions. At no time between October 2017 and October 2018—while 

Logan was directing the Assistant to take continuing education courses for him—did Logan ask 

Penn Mutual for more time to complete the assigned courses or that his employer lessen his work 

duties.37 Instead, when his misconduct was discovered, Logan tried to obstruct Penn Mutual’s 

internal investigation into it. 

We also do not find mitigating Logan’s claims that he had repeatedly complained to Penn 

Mutual that “he received hundreds of emails per day making careful review impossible” and that 

the firm “downplayed” continuing education courses “as not important.” Logan was still 

ultimately responsible for complying with FINRA’s rules and acting ethically.38 And his attempt 

to shift blame to Penn Mutual shows an unwillingness to accept responsibility for, and a lack of 

appreciation for the seriousness of, his misconduct.39 

35 See James Lee Goldberg, Exchange Act Release No. 66549, 2012 WL 759397, at *5 

(Mar. 9, 2012) (“Goldberg was required to be aware of his continuing education obligations.”); 

id. at n.20 (“Registered persons such as Goldberg are required to be familiar with all applicable 

FINRA rules.”).

36 See FINRA Rule 0140(a) (“The Rules shall apply to all members and persons associated 

with a member.”); see also supra note 11.

37 Cf. Robert Juan Escobio, Exchange Act Release No. 97701, 2023 WL 3948218, at *14

(June 12, 2023) (affirming FINRA’s conclusion that Escobio’s stress did not excuse his 

misconduct where “he had several months during which he could have responded to any of 

Enforcement’s multiple requests but completely failed to do so”); John M.E. Saad, Exchange Act 

Release No. 76118, 2015 WL 5904681, at *6 (Oct. 8, 2015) (rejecting argument that personal 

and professional stress was mitigating where applicant’s intentional deceptive action was over 

several months), pet. for rev. denied in relevant part, 873 F.3d 297, 303 (D.C. Cir. 2017).

38 See Scott Epstein, Exchange Act Release No. 59328, 2009 WL 223611, at *21 (Jan. 30, 

2009) (“Participants in the securities industry must take responsibility for compliance with 

regulatory requirements and cannot be excused for lack of knowledge, understanding, or 

appreciation of these requirements.” (internal quotation marks and alteration omitted)).

39 See id. (respondent’s “efforts to blame his conduct on his working environment 

demonstrate his failure to accept responsibility for his own actions.”); see also, e.g., Steven M. 

Muth, Exchange Act Release No. 8622, 2005 WL 2428336, at *18 (Oct. 5, 2005) (concluding 

that applicant’s attempt to shift responsibility to his supervisors was a factor establishing that 

applicant “pose[d] a substantial, continuing risk of harm to investors”).
13

Finally, we reject Logan’s contention that a bar is excessive because other respondents 

who cheated on continuing education courses received lesser sanctions in settled cases. We have 

repeatedly held that “the appropriate sanction depends on the facts and circumstances of each 

particular case”40 and that “comparisons to sanctions in settled cases are inappropriate.”41 This is 

because “pragmatic considerations such as the avoidance of time-and-manpower-consuming

adversary proceedings” can “justify imposing lower sanctions in negotiating a settlement.”42 

Further, “litigated cases typically present a fuller, more developed record of facts and 

circumstances for purposes of assessing appropriate sanctions than do settled matters.”43

For the reasons above, we conclude, with due regard for the public interest and the 

protection of investors, that imposing a bar is appropriately remedial and not excessive or 

oppressive. Logan used dishonest means to skirt continuing education requirements––

requirements established and enforced to ensure ethical and regulatory compliance. And he lied

to his firm to avoid detection. Such a blatant and repeated disregard for his ethical and 

professional obligations raises a clear risk of future misconduct.

44

 

An appropriate order will issue.45

By the Commission (Chair GENSLER and Commissioners PEIRCE, CRENSHAW, 

UYEDA and LIZÁRRAGA). 

 Vanessa A. Countryman

 Secretary

40 Kimberly Springsteen-Abbott, Exchange Act Release No. 88156, 2020 WL 605918, at 

*16 (Feb. 7, 2020).

41 Newport Coast Sec., Inc., Exchange Act Release No. 88548, 2020 WL 1659292, at *14

(Apr. 3, 2020).

42 William Scholander, Exchange Act Release No. 77492, 2016 WL 1255596, at *11 (Mar. 

31, 2016) (internal quotation marks omitted).

43 Id. (internal quotation marks and alteration omitted).

44 See, e.g., Paz Sec., Inc. v. SEC, 566 F.3d 1172, 1176 (D.C. Cir. 2009) (denying petition 

for review of a firm’s expulsion where petitioners posed a “cavalier disregard” for their 

obligation to provide information to FINRA); Ronald H.V. Justiss, Exchange Act Release No. 

37074, 1996 WL 164301, at *3 (Apr. 5, 1996) (affirming bar by explaining that cheating on a 

FINRA qualification exam “cannot be countenanced” because it “flouts the ethical standards to 

which members of [the financial services] industry must adhere” and “threatens the integrity of 

[FINRA]’s registration process”).

45 Because our decisional process would not be “significantly aided” by oral argument, 

Logan’s request for oral argument is denied. Rule of Practice 451(a), 17 C.F.R. § 201.451(a).
UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99867 / March 29, 2024

Admin. Proc. File No. 3-20922

In the Matter of the Application of

MATTHEW R. LOGAN

For Review of Disciplinary Action taken by

FINRA

ORDER SUSTAINING DISCIPLINARY ACTION

On the basis of the Commission’s opinion issued this day, it is 

ORDERED that the disciplinary action taken by FINRA against Matthew R. Logan is 

sustained. 

By the Commission.

Vanessa Countryman

Secretary