The opinion of the court was delivered by: Paul A. Engelmayer, District Judge:
Plaintiff Ronald A. Roganti has asserted claims under the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A ("SOX"), and the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1132 ("ERISA").*fn1 Defendants Metropolitan Life Insurance Company, Metropolitan Life Retirement Plan for United States Employees, Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates, the MetLife Auxiliary Pension Plan, and the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan (collectively, "Defendants") move under Federal Rule of Civil Procedure 12(b)(6) to dismiss the Complaint for failure to state a claim; they also argue that Roganti's claims are barred by res judicata and collateral estoppel. For the following reasons, Defendant's motion is granted as to the SOX claims and denied as to the ERISA claims.
A.Roganti's Employment with MetLife
Between 1971 and 2005, Roganti was an employee of the Metropolitan Life InsuranceCompany ("MetLife") during which time he held various positions, beginning as an Account Representative and later rising to the title of Vice President of MetLife. Compl. ¶¶ 10--12. Over the course of his tenure, he oversaw R. Roganti & Associates ("RR&A") and the Tower Agency Group ("TAG"), both of which were sizable subsets of MetLife's New York business. Compl. ¶¶ 15, 17; SOC ¶¶ 8, 10.
Roganti's relationship with MetLife began to deteriorate in 1999 when he first voiced concerns regarding allegedly-suspect business practices at MetLife. SOC ¶ 14. Although the parties have provided detailed accounts of the protracted dispute between Roganti and MetLife between 1999 and 2005, there is no need to recite them here. In summary, Roganti claims that, throughout that time period, MetLife repeatedly disregarded his complaints and actively retaliated against him, including undermining his authority within RR&A and, ultimately, dissolving the TAG. Id. ¶¶ 15, 20, 28--35, 40--44. Roganti asserts that MetLife further retaliated against him by reducing his compensation, id. ¶¶ 24, 27, 47, 63, 66, with the specific purpose of reducing his pension benefits. Id. ¶ 1.
B.Roganti's 2003 and 2004 Sarbanes-Oxley Complaints
On May 23, 2003, Roganti filed a complaint with the Occupational Safety and Health Administration ("OSHA"), a unit of the Department of Labor. He alleged that MetLife had violated SOX by retaliating against him after he had reported employee misconduct to company management. Compl. ¶ 55. OSHA conducted a preliminary investigation, which did not validate Roganti's allegations. Id. ¶ 68. On October 8, 2003, OSHA sent a letter to Roganti stating that his complaint had been dismissed. Id.; SOC ¶ 3.
On January 20, 2004, Roganti filed a second SOX complaint with OSHA, alleging further acts of retaliation. Compl. ¶¶ 67--68. In an order from OSHA dated November 23, 2004, these claims were also dismissed. Id. ¶ 7.
On July 20, 2004, while the second SOX complaint was pending before OSHA, Roganti filed a Statement of Claim with the NASD in which he sought to arbitrate his disputes with MetLife. Compl. ¶ 7. At two points in the SOC, Roganti specified the relief he was seeking: (1) "back pay, liquidated damages, compensatory and punitive damages, attorneys' fees and an accounting," and (2) "an accounting of RR&A's revenues and expenses . . . appropriate back pay, front pay and reimbursement for lost benefits . . . liquidated damages . . . attorneys' fees, costs, disbursements and interest . . . punitive damages . . . [and] such further and additional relief as the Panel may deem just and proper." SOC ¶¶ 2, 90. FINRA summarized the relief Roganti was seeking as "unspecified compensatory damages, unspecified punitive damages, an accounting of R. Roganti & Associates' revenues and expenses, appropriate back pay, front pay and reimbursement for lost benefits, attorneys' fees, costs, disbursements, interest, and such further and additional relief as the Panel may deem just and proper." FINRA Dispute Resolution Award ("FINRA Award") at 1.
The FINRA arbitration was conducted between February and August 2010 and spanned 32 hearing dates. Id. ¶¶ 25, 29. In August 2010, the FINRA arbitral panel held that MetLife was liable. They awarded Roganti $2,492,442.07 in "compensatory damages . . . above [MetLife's] existing pension and benefit obligation to Claimant." FINRA Award at 2. The arbitral award does not, however, explain how the arbitrators arrived at this sum, or, more concretely, for what the award was intended to compensate Roganti. The arbitral award does state: "Any and all relief not specifically addressed herein, including punitive damages, is denied." Id.
The issues resolved at the arbitration were limited to those raised in the Statement of Claim, namely that MetLife retaliated against Roganti for alerting management to alleged instances of improper business practices from 1999 through 2005. Id. ¶ 26.
D.Benefits Claim with MetLife
On March 24, 2011, Roganti filed a benefits claim with MetLife, in its capacity as the Plan Administrator. He asked that the nearly $2.5 million arbitral award be treated as compensation for income which MetLife had improperly denied him, and that the award be factored into the calculation of the benefits to which he was entitled under his pension plan with MetLife. Compl. ¶ 82. He noted that his income at MetLife had always been treated as benefits-eligible; therefore, the FINRA award, as compensation for income which MetLife had wrongly denied him, should be treated similarly. Id. ¶ 156. Roganti asserted this claim as to each of the four MetLife-affiliated retirement plans named here as defendants. Id. ¶ 171.
In a letter dated June 16, 2011, MetLife denied Roganti's request. The letter-signed by Karen B. Dudas, Director of HR - Global Benefits ("Dudas Letter")-stated that MetLife had denied the request because Roganti was no longer employed by MetLife at the time he received the award. Id. ¶ 137. Therefore, the award did not qualify as benefits-eligible compensation. Dudas Letter at 3; Compl. ¶ 143. The letter also noted that FINRA had not stated that the award was intended to serve as compensation for lost income; rather, FINRA had broadly termed its award "compensatory damages," and had specifically excluded all other forms of damages requested by Roganti. Dudas Letter at 3; Compl. ¶ 138. The letter also observed that the FINRA Award had not stated to which years of Roganti's employment the award applied. ...