**BOARD DECISION MEMO — STRATALIFT MOBILITY  
RE: Safety-Reporting Consent Order**

**Recommendation: Settle**

Settlement is the prudent choice. The ten central-office late reports are indefensible: each reached the central safety office and was filed 9–34 days late. Litigation would not eliminate those violations and could add four more, plus defense costs and a higher penalty. The agency has offered no admission, limited recitals, and no recall — terms unlikely to survive a fight over the four local complaints.

**Cash Numbers**

- **Current all-in consent cost:** $1,200,000 ($950,000 penalty + $250,000 monitor)
- **Maximum all-in authority requested:** $1,300,000 ($1,050,000 penalty ceiling + $250,000 monitor)

The added $100,000 authority is reserved solely to preserve the no-admission, limited-rectal, and no-recall terms. Litigation would cost at least $850,000 in defense plus an adjudicated penalty of $1,400,000–$1,800,000 — a minimum of roughly $2.25 million, with greater exposure on the four local complaints and the email.

**Deadline: September 4, 5:00 p.m.**

**The Ten vs. the Four**

- **Ten reports:** Undisputed — central office received them; they were filed late. Liability cannot be contested.
- **Four local complaints:** These never reached central personnel until the agency inquiry. Policy required escalation, but there is no evidence central actually received the substance earlier or that policy deliberately prevented escalation. Under the reporting rule, the clock likely never started. We can contest these four — but only through litigation, which risks the favorable settlement terms.

**Damaging Email — Limit the Overclaim**

The email (“Wait until engineering confirms a defect”) is harmful because it suggests the company delayed while holding a “reasonable indication.” But it is not proof of knowing misconduct: disagreement over whether incomplete information met the threshold is not automatically knowing. The no-admission clause prevents the order from being used as an admission, and recitals limited to reporting dates keep this email out of the factual record. We will not concede knowing conduct, and the agency has not made it a condition.

**Settlement Conditions — Non-Negotiable**

The board should authorize settlement only on:

1. No admission of liability.
2. Factual recitals limited to the reporting dates.
3. No product recall or sales restriction.
4. Independent monitor at the fixed $250,000 cost.
5. Penalty not to exceed $1,050,000 if needed to preserve the above.

**Resolutions and Next Steps**

The board should resolve that management is authorized to execute the consent order and pay all penalties and fees within the stated ceilings, with the general counsel confirming final terms meet the conditions above.

Following approval, management shall:

- Sign and submit the consent order by the deadline.
- Pay the penalty and engage the independent monitor.
- Continue immediate remediation — central intake queue, automatic deadline alerts, weekly legal review — because litigation would not suspend these duties.
- Preserve all underlying documents, as they remain discoverable in private litigation.
- Report to the board on final executed terms within five business days.