Lee v. Public Company Accounting Oversight Board

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SUE LEE, Plaintiff and Defendant-in- Counterclaims Civil Action No. 21-1006 (CKK) v. PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD, et al., Defendants and Counterclaimants. MEMORANDUM OPINION1 (November 4, 2026) This case arises from disputes about the circumstances of Plaintiff Sue Lee’s termination from her employment at the Public Company Accounting Oversight Board (“PCAOB”). Ms. Lee alleges that her termination was a product of unlawful discrimination based on her race, national origin, and political affiliation and that her termination was unlawfully retaliatory. PCAOB and its Chair, William Duhnke, counterclaim that Ms. Lee engaged in conversion, breach of fiduciary duty, and unjust enrichment by taking personal trips from Washington, D.C. to Boston at PCAOB’s expense and mischaracterizing those trips as work-related. Ms. Lee alleges that this counterclaim is an abuse of process. The parties have filed cross-motions for summary judgment, which are ripe for decision. Upon consideration of the parties’ submissions,2 the relevant legal 1 This Memorandum Opinion was originally issued under seal on October 6, 2026, along with a public Order. This Memorandum Opinion is now being issued publicly with minor redactions to protect confidential identifying information. 2 The Court’s consideration has focused on the following documents, including the attachments and exhibits thereto: • The Defendants’ Motion for Summary Judgment (“Def.’s Mot.”), Dkt. No. 57, and the accompanying sealed Memorandum (“Def.’s Mem.”), Dkt. No. 58-1, a redacted version of which appears at Dkt. No. 77-1; • The Plaintiff’s Sealed Memorandum in Opposition to the Defendants’ Motion for Summary Judgment (“Pl.’s Opp’n”), Dkt. No. 63, a redacted version of which appears at Dkt. No. 82; • The Defendants’ Sealed Reply in Support of its Motion for Summary Judgment (“Def.’s Reply”), Dkt. No. 1 authority, and the entire record, the Court concludes that the Defendants are entitled to summary judgment on Ms. Lee’s claims of discriminatory and retaliatory termination and her claims of abuse of process, but not her claims of a hostile work environment. The Court further concludes that Ms. Lee is entitled to summary judgment on the Defendants’ counterclaim for conversion, but not their counterclaims for breach of fiduciary duty or unjust enrichment. Accordingly, the Court shall GRANT IN PART and DENY IN PART both the Defendants’ [57] Motion for Summary Judgment and the Plaintiff’s [60] Motion for Summary Judgment. I. BACKGROUND The following facts are stated in the light most favorable to the non-movant on each relevant issue. These facts are either undisputed or not genuinely disputed because the non-movant has not shown the existence of such a dispute by “citing to particular parts of materials in the record” that would be admissible in evidence. See Fed. R. Civ. P. 56(c), (e). A. Ms. Lee’s Employment at PCAOB Plaintiff Sue Lee served as a senior employee of the Public Company Accounting Oversight Board (“PCAOB”) from February 2019 until her termination in October 2020. See Def.’s Stmt., Dkt. No. 58-2, ¶¶ 10, 48–50. Ms. Lee joined the Board’s staff as Chief Risk Officer after applying unsuccessfully for the role of General Counsel. Id. ¶¶ 2, 5, 9–10. Some Board members did not support her candidacy for General Counsel because they concluded that she did 68-1, a redacted version of which appears at Dkt. No. 78-1; • The Plaintiff’s Sealed Motion for Summary Judgment on the Defendants’ Counterclaims (“Pl.’s Mot.”), Dkt. No. 60, a redacted version of which appears at Dkt. No. 81; • The Defendants’ Sealed Memorandum in Opposition to the Plaintiff’s Motion (“Def.’s Opp’n”), Dkt. No. 61-1, a redacted version of which appears at Dkt. No. 79-1; and • The Plaintiff’s Sealed Reply in Support of her Motion for Summary Judgment (“Pl.’s Reply”), Dkt. No. 70, a redacted version of which appears at Dkt. No. 83. In an exercise of its discretion, the Court concludes that oral argument is not necessary to the resolution of the issues pending before the Court. See LCvR 7(f). 2 not have sufficient regulatory experience to serve in the role. Id. ¶ 5. However, the Board’s Chair, William Duhnke, did support her candidacy and was in favor of offering her the position. Id. ¶ 4. When the Board did not approve Ms. Lee for the role of General Counsel, Mr. Duhnke instead hired her for the role of Chief Risk Officer, which did not require Board approval. Id. ¶¶ 7, 9. About six months after Ms. Lee joined PCAOB’s staff, Mr. Duhnke promoted her to the role of Acting Chief Administrative Officer. Id. ¶ 11. A few months later, with the Board’s approval, Mr. Duhnke installed Ms. Lee as the organization’s permanent Chief Administrative Officer. Id. ¶¶ 12–13. B. Ms. Lee’s Allegations of Hostile Treatment Ms. Lee alleges that Mr. Duhnke created a hostile work environment by making frequent, negative comments about China, people of Chinese descent, and Democrats to her and in her presence during her employment at PCAOB. Pl.’s Resp., Dkt. No. 63-1, ¶¶ 72–81. For example, Ms. Lee alleges that Mr. Duhnke told her she was among the “good” kind of Chinese people because her family was from Taiwan, comparing her to then-Transportation Secretary Elaine Chao. Id. ¶ 54, 72. Ms. Lee also alleges that, during the early days of the COVID- 19 pandemic, Mr. Duhnke referred to the disease as “kung flu” or “China flu” “every time” he discussed the pandemic with her, including during the frequent one-on-one meetings in which they discussed PCAOB’s pandemic response. Id. ¶ 60 (Pl.’s Resp. to Def.’s Stmt.) (emphasis omitted). Ms. Lee alleges that Mr. Duhnke described COVID-19 as having been “cooked up” by China, which he described as “backwards” and “a nation of a billion communists,” and he criticized Chinese leaders for wearing masks because, he said, “[t]hey’re the ones who started it.” Id. ¶¶ 75– 77. She also alleges that Mr. Duhnke criticized her for offering to source personal protective equipment from China. Id. ¶ 81. Ms. Lee alleges and has testified that many other employees were present when Mr. Duhnke made many of these comments. Def.’s Stmt. ¶ 57. 3  Ms. Lee further alleges that, after Mr. Duhnke learned in early 2020 that she was a Democrat, he frequently invited her to “come on over” to the Republican Party and to “take the red pill,” which she understood to refer to becoming a conservative Republican. Pl.’s Stmt. ¶ 73. She alleges that he frequently described Democrats as “alarmist” regarding COVID-19. Id. ¶ 80. And she alleges that other staff followed Mr. Duhnke’s lead by making comments about her Democratic affiliation, mocking Democrats in general, and inviting her to “get on the right side.” Id. ¶ 83. Ms. Lee alleges that she verbally reported this behavior to PCAOB’s Chief Human Resources Officer. Pl.’s Stmt. ¶ 62 (Pl.’s Resp. to Def.’s Stmt.). The Defendants dispute Ms. Lee’s account, proffering testimony from Mr. Duhnke denying Ms. Lee’s allegations of inappropriate comments; testimony from PCAOB’s Chief Human Resources Officer that Ms. Lee never reported any such comments; and testimony from others stating that they never heard them. See Def.’s Stmt. ¶¶ 60–62. The Defendants further proffer that, after “multiple rounds of searches” of Ms. Lee’s email and internal messages, they have not located any communications in which Ms. Lee references discriminatory or harassing comments by Mr. Duhnke, despite her allegation that she informed multiple PCAOB employees about the alleged comments in writing. Id. ¶¶ 58, 65. The Defendants further note that, in connection with an unrelated whistleblower investigation that took place less than one month before her suspension, Ms. Lee told investigators that Mr. Duhnke had never asked her political affiliation. Id. ¶¶ 63–64. C. The Workday Project During Ms. Lee’s tenure as Chief Administrative Officer, PCAOB was working on an initiative to consolidate its payroll, timekeeping, finance, and other functions onto a single 4 platform. Def.’s Stmt. ¶ 14. This initiative, called the “Workday Project,” involved many of the functions that Ms. Lee oversaw in her role as Chief Administrative Officer. See id. As the Workday Project progressed, at least one employee expressed concern to Mr. Duhnke about Ms. Lee’s management style and approach to the project. Def.’s Stmt. ¶ 17. Mr. Duhnke came to understand that some employees were concerned that Ms. Lee was micromanaging the project and slowing its progress. Id. After receiving this feedback, Mr. Duhnke added two employees to the steering committee for the Workday Project. Id. ¶ 18. One of these employees—Mr. Duhnke’s Chief of Staff— advised Ms. Lee and others working on the project that the two new committee members were participating on behalf of the Chair’s Office and that they would be taking a more active role in the project going forward. See id. ¶ 19–20. A few days later, in early October 2019, Ms. Lee convened a meeting of employees assigned to the Workday Project. Id. ¶ 21. During this meeting, Ms. Lee made comments that some employees interpreted as threatening or potentially retaliatory, including a reference to the “consequences” of having involved the Chair’s Office in the project. Id. ¶¶ 23 (Pl.’s Resp. to Def.’s Stmt.), 24 (Def.’s Stmt.). At least one employee interpreted Ms. Lee’s comments to mean that she believed team members who had raised concerns about the Workday Project had done something wrong, for which there would be negative repercussions. Id. ¶¶ 23–24. After this meeting, PCAOB’s Chief Human Resources Officer and Chief Financial Officer, both of whom had attended the meeting that Ms. Lee convened, agreed that they should inform the Chair’s Office about Ms. Lee’s comments. Id. ¶¶ 22, 25. D. Ms. Lee’s Travel Around the same time, PCAOB’s Chief Financial Officer identified a separate set of concerns related to Ms. Lee’s travel at PCAOB’s expense. See Def.’s Stmt. ¶¶ 26–27. Although 5 Mr. Duhnke had imposed a mandatory no-travel policy in response to the COVID-19 pandemic, Ms. Lee had filed expense reports for more than 30 business trips to the Boston area. Id. ¶¶ 28. Although Ms. Lee was working at the time on identifying a new office space for PCAOB’s staff in the greater Boston area and was expected to travel there at least occasionally to facilitate the move, the frequency of her trips prompted concerns among some PCAOB staff. See id. ¶ 28 (Def.’s Stmt., Pl.’s Resp. to Def.’s Stmt., & Def.’s Reply). PCAOB’s Chief Financial Officer raised these concerns to the Chief Human Resources Officer, who suggested that she should report the concerns to the Chair’s Office. Id. ¶¶ 29–30. E. PCAOB’s Investigation PCAOB’s Chief Financial Officer and Chief Human Resources Officer presented their concerns to the Chair’s Chief of Staff, who reported them to Mr. Duhnke. Def.’s Stmt. ¶¶ 31–32. Mr. Duhnke then expressed concern to the Chief Human Resources Officer, opining that Ms. Lee’s reported conduct was “unacceptable” and could lead to her termination. Id. ¶ 33. After consulting with the Chief Human Resources Officer about how to proceed, Mr. Duhnke directed PCAOB’s Office of Internal Oversight and Performance Assurance (“IOPA”) to investigate the allegations about Ms. Lee’s oversight of the Workday Project and her travel to Boston. Id. ¶¶ 35–37. Mr. Duhnke suspended Ms. Lee’s employment pending the outcome of this investigation. Id. ¶ 41. Mr. Duhnke also informed the Board of his concerns, noting that he planned to terminate Ms. Lee’s employment if the IOPA investigation substantially confirmed the allegations against her. See id. ¶¶ 42, 49 (Def.’s Reply). None of the Board members objected to Mr. Duhnke’s proposal. See id. The IOPA investigation team met with witnesses and reviewed Ms. Lee’s expense reports and receipts. It also reviewed relevant emails and travel records. Based on this investigation, the team prepared a report, which it delivered to the Board. Id. ¶ 45. 6  In its report, the IOPA team concluded that Ms. Lee’s conduct in connection with the Workday Project was “not necessarily in violation of the Ethics Code or Anti-Retaliation Policy,” but that her conduct had “failed to reflect the spirit of” those policies and “failed to demonstrate responsible leadership, jeopardizing the timely and successful implementation of a key Board initiative.” Id. ¶ 46. The IOPA team also concluded that Ms. Lee took 36 trips to the Boston area in the one- year period from October 2019 to October 2020. Id. ¶ 47. Its report noted that Ms. Lee was involved in projects that may have necessitated some travel to Boston, but it concluded that IOPA was “unable to account for the high level of travel” and was “unable to find any reasonable explanation for the extent” of it. Id. It further noted that there were “inconsistencies and/or misrepresentation in Ms. Lee’s expense justifications,” which appeared to some staff to be consistent with “a pattern of seeking personal benefit.” Id. However, the report also acknowledged that PCAOB does not require pre-authorization of travel, and it noted that “further input from Ms. Lee may be necessary to determine conclusively that her travel exceeded what was required.” Id. F. Ms. Lee’s Termination Soon after Mr. Duhnke received the IOPA report, he notified other members of the Board that he had decided to terminate Ms. Lee’s employment. Def.’s Stmt. ¶¶ 48–49. He notified Ms. Lee of his decision by phone the same day. Id. ¶ 50. After her termination, Ms. Lee’s counsel contacted PCAOB and asserted claims of discrimination. See id. ¶¶ 66–71. During discussions of a potential pre-suit resolution, PCAOB’s counsel proposed that if the parties could reach a negotiated settlement, PCAOB would not pursue 7 counterclaims “for expenses that she inappropriately claimed from the PCAOB” in connection with her Boston travel. Id. ¶ 70.3 The parties did not reach a negotiated resolution. G. Ms. Lee’s Lawsuit Ms. Lee later filed this action in D.C. Superior Court, alleging one count of discrimination on the basis of political affiliation, race, and national origin, in violation of the D.C. Human Rights Act. See Compl., Dkt. No. 1-1. The Defendants removed the action to this Court, citing PCAOB’s authority under the Sarbanes–Oxley Act to remove state-law claims against it to federal court. See Notice of Removal, Dkt. No. 1. PCAOB then asserted three counterclaims against Ms. Lee, alleging that her travel to the Boston area at its expense amounted to conversion, breach of fiduciary duty, and unjust enrichment. See Def.’s Answer & Counterclaim, Dkt. No. 11. Ms. Lee then amended her complaint to add claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, as well as a claim of abuse of process arising from PCAOB’s assertion of counterclaims against her. See Am. Compl., Dkt. No. 18. At the parties’ request, this Court referred this matter to a magistrate judge for mediation. See Joint Status Report, Dkt. No. 24; Order, Dkt. No. 25. However, mediation was ultimately unsuccessful, and the parties proceeded to discovery. See Joint Status Report, Dkt. No. 31; Minute Order (Mar. 14, 2022); Order, Dkt. No. 33. After the conclusion of discovery, the parties filed cross-motions for summary judgment. See Def.’s Mot., Dkt. No. 58; Pl.’s Mot., Dkt. No. 60. These motions are ripe for decision. II. LEGAL STANDARD A court must grant a motion for summary judgment when “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of 3 While settlement discussions are ordinarily confidential, the Court notes that both parties quote from this discussion in their public filings. See, e.g., Pl.’s Resp. to Def.’s Stmt. ¶ 70; Def.’s Reply to Pl.’s Resp. ¶ 70. 8 law.” Fed. R. Civ. P. 56(a). The mere existence of some factual dispute is insufficient on its own to bar summary judgment; the dispute must pertain to a “material” fact. Id. Accordingly, “[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). Nor may summary judgment be avoided based on any disagreement as to the relevant facts; the dispute must be “genuine,” meaning that there must be sufficient admissible evidence for a reasonable trier of fact to find for the non-movant. Id. In order to establish that a fact is or cannot be genuinely disputed, a party must (a) cite to specific parts of the record—including deposition testimony, documentary evidence, affidavits or declarations, or other competent evidence—in support of its position, or (b) demonstrate that the materials relied upon by the opposing party “do not establish the absence or presence of a genuine dispute.” Fed. R. Civ. P. 56(c)(1). Conclusory assertions offered without any factual basis in the record cannot create a genuine dispute sufficient to survive summary judgment. See Ass’n of Flight Attendants-CWA, AFL-CIO v. Dep’t of Transp., 564 F.3d 462, 465–466 (D.C. Cir. 2009). Moreover, where “a party fails to properly support an assertion of fact or fails to properly address another party’s assertion of fact,” the district court may “consider the fact undisputed for purposes of the motion.” Fed. R. Civ. P. 56(e). When faced with a motion for summary judgment, the district court may not make credibility determinations or weigh the evidence; instead, the evidence must be analyzed in the light most favorable to the non-movant, with all justifiable inferences drawn in her favor. Liberty Lobby, 477 U.S. at 255. If material facts are genuinely in dispute, or undisputed facts are susceptible to divergent yet justifiable inferences, summary judgment is inappropriate. Moore v. Hartman, 571 F.3d 62, 66 (D.C. Cir. 2009). In the end, the district court’s task is to determine 9 “whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.” Liberty Lobby, 477 U.S. at 251– 52. In this regard, the non-movant must “do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). “If the evidence is merely colorable, or is not significantly probative, summary judgment may be granted.” Liberty Lobby, 477 U.S. at 249–250 (internal citations omitted). Recognizing the difficulty in uncovering clear evidence of discriminatory or retaliatory intent, courts approach summary judgment in an action for employment discrimination or retaliation with “special caution.” Aka v. Wash. Hosp. Ctr., 116 F.3d 876, 879–880 (D.C. Cir. 1997), vacated on other grounds, 156 F.3d 1284 (D.C. Cir. 1998) (en banc). Still, a plaintiff is not relieved of the burden to support the relevant allegations with competent evidence. Brown v. Mills, 674 F. Supp. 2d 182, 188 (D.D.C. 2009) (ESH). On every issue on which the plaintiff would bear the burden of proof on a dispositive issue at trial, the plaintiff bears the burden of production at summary judgment to designate specific facts showing that there exists a genuine dispute requiring trial. Ricci v. DeStefano, 557 U.S. 557, 586 (2009). III. ANALYSIS A. Ms. Lee’s Discrimination Claims (Counts I and III) Ms. Lee alleges that Defendants terminated her because of her ethnicity, national origin, and political identity, in violation of Title VII of the Civil Rights Act of 1964 and the D.C. Human Rights Act. Defendants are entitled to summary judgment on these claims. Title VII of the Civil Rights Act of 1964 prohibits employment discrimination based on “race, color, religion, sex, or national origin.” 42 U.S.C. § 2000e-2(a)(1). Similarly, the D.C. Human Rights Act (“DCHRA”), makes it unlawful for an employer to take adverse employment 10 actions “wholly or partially for a discriminatory reason based upon the actual or perceived . . . race . . . of any individual.” D.C. Code § 2–1402.11(a), (a)(1). Where, as here, the plaintiff brings claims of employment discrimination under Title VII and the DCHRA that are based on circumstantial evidence, rather than direct evidence of intentional discrimination, courts apply the burden-shifting framework set out in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802 (1973). See Elhusseini v. Compass Grp. USA, Inc., 578 F. Supp. 2d 6, 18 (D.D.C. 2008) (RBW) (“The legal standard for establishing discrimination under the DCHRA is substantively the same as under Title VII.”). Under the McDonnell Douglas framework, “[t]he employee must first make out a prima facie case of . . . discrimination.” Iyoha v. Architect of the Capitol, 927 F.3d 561, 566 (D.C. Cir. 2019). “The employer must then come forward with a legitimate reason for the challenged action.” Id. “If that burden is met, the district court must conduct one ‘central inquiry’ in deciding an employer’s motion for summary judgment: ‘whether the plaintiff produced sufficient evidence for a reasonable jury to find that the employer’s asserted non-discriminatory reason was not the actual reason and that the employer intentionally discriminated against the plaintiff on a prohibited basis.’” Id. (quoting Adeyemi v. District of Columbia, 525 F.3d 1222, 1226 (D.C. Cir. 2008)); see also Brady v. Office of Sgt. at Arms, U.S. House of Reps., 520 F.3d 490, 494 (D.C. Cir. 2008) (instructing that district courts “need not—and should not—decide whether the plaintiff actually made out a prima facie case under McDonnell Douglas” once an employer has asserted a “legitimate, non-discriminatory reason for the decision” the employee challenges). In resolving the “central question” at the third step of the McDonnell Douglas analysis, courts consider “(1) the plaintiff’s prima facie case; (2) any evidence the plaintiff presents to attack the employer’s proffered explanation for its actions; and (3) any further evidence of discrimination 11 that may be available to the plaintiff (such as independent evidence of discriminatory statements or attitudes on the part of the employer).” Hampton v. Vilsack, 685 F.3d 1096, 1100 (D.C. Cir. 2012) (citation and internal quotation marks omitted). Here, Defendants have met their initial burden of producing “admissible evidence showing a legitimate, nondiscriminatory, clear, and reasonably specific explanation for its actions.” Figueroa v. Pompeo, 923 F.3d 1078, 1092 (D.C. Cir. 2019). According to Defendants, Mr. Duhnke ended Ms. Lee’s employment because of the concerns other employees raised to him about the Workday Project and Ms. Lee’s extensive travel to Boston, which he concluded had been substantiated by IOPA’s report following its investigation. Def.’s Stmt. ¶ 17, 28, 48. Defendants have proffered admissible evidence in support of this explanation, including the IOPA report itself and the testimony of Mr. Duhnke and other senior PCAOB employees. See, e.g., Def.’s Stmt. ¶ 45–48 (concluding that, “[d]uring the one-year period of October 10, 2019 to October 10, 2020, Ms. Lee took 36 trips to the Boston area,” and “[w]e are unable to account for the high level of travel”). Because PCAOB has proffered a nondiscriminatory reason for its decision, the Court “need not . . . decide whether [Ms. Lee] actually made out a prima facie case” of discrimination. Brady, 520 F.3d at 494 (D.C. Cir. 2008). Instead, the summary judgment analysis turns on whether Ms. Lee’s evidence is sufficient to allow a reasonable jury to conclude that PCAOB’s stated reason for ending her employment was a pretext for unlawful discrimination or retaliation. See Walker v. Johnson, 798 F.3d 1085, 1093 (D.C. Cir. 2015). To withstand a motion for summary judgment, the plaintiff’s evidence “must be such that a reasonable jury could not only disbelieve the employer’s reasons, but conclude that the real reason the employer took a challenged action was a prohibited one.” Walker, 798 F.3d at 1096. 12 The issue is not “the correctness or desirability of [the] reasons offered . . . [but] whether the employer honestly believes in the reasons it offers.” Fischbach v. D.C. Dep’t of Corr., 86 F.3d 1180, 1183 (D.C. Cir. 1996) (quoting McCoy v. WGN Continental Broadcasting Co., 957 F.2d 368, 373 (7th Cir.1992)). Accordingly, challenges that “weaken but do not fully undermine the [employer’s] proffered justification” are not necessarily sufficient to defeat a motion for summary judgment. Royall v. Nat’l Ass’n of Letter Carriers, AFL-CIO, 548 F.3d 137, 145 (D.C. Cir. 2008). Here, Ms. Lee fails to demonstrate that a reasonable jury could find that PCAOB’s stated reasons for ending her employment were a pretext for unlawful discrimination. i. Consistency of Reasons for Termination First, Ms. Lee argues that “Defendants offer inconsistent and contradictory reasons” for her termination. Pl.’s Opp’n at 12. Ms. Lee argues that when Mr. Dunhke fired her, he mentioned “only that her 36 trips to Boston was ‘ridiculous,’” but PCAOB’s counsel later claimed that “the issues surrounding Workday . . . played a central role in the decision to dismiss Ms. Lee.” Id. As Ms. Lee emphasizes, “[w]hen a company, at different times, gives different and arguably inconsistent explanations, a jury may infer that the articulated reasons are pretextual.” Geleta v. Gray, 645 F.3d 408, 413 (D.C. Cir. 2011) (citation and quotation marks omitted). Here, however, it is undisputed that Defendants discussed and investigated both Ms. Lee’s behavior during the Workday meeting and her travel to Boston, leading up to her termination. Def.’s Stmt. ¶ 31–35, 42, 43–50 (PCAOB investigating both sets of allegations); see also Pl.’s Resp. to Def.’s Stmt. ¶ 37. Indeed, Ms. Lee primarily disputes the inconsistent emphasis on the two reasons for her termination, rather than suggesting a new reason for her termination was created wholesale. Pl.’s Opp’n 12–13 (noting Defendants’ description of the “central” and “ancillary” reasons for her termination). Accordingly, Defendants’ “overarching rationale” for Ms. Lee’s termination 13 remained consistent, and any inconsistencies in emphasis are insufficient to demonstrate pretext. Montgomery v. Gotbaum, 920 F. Supp. 2d 73, 81 (D.D.C. 2013) (RLW); see also Oviedo v. Wash. Metro. Area Transit Auth., 948 F.3d 386, 398–399 (D.C. Cir. 2020) (no pretext where employer’s explanations “sing the same tune”). ii. Conclusions of Investigation into Workplace Behavior Second, Ms. Lee disputes the conclusions of the Defendants’ investigation into her workplace behavior. Pl.’s Opp’n at 14. Ms. Lee argues that she did not “stake out a retaliatory posture” toward the Workday team employees; that her travel to Boston was business-related; and that the “IOPA investigation was neither ‘thorough’ nor ‘balanced.’” Id. at 14–19. “A plaintiff can establish that an employer’s stated reason for the adverse employment action was a pretext for discrimination by showing that ‘the employer is making up or lying about the underlying facts that formed the predicate for the employment decision.’” Burley v. Nat’l Passenger Rail Corp., 801 F.3d 290, 296 (D.C. Cir. 2015) (quoting Brady, 520 F.3d at 495). However, “[i[f the employer’s stated belief about the underlying facts is reasonable in light of the evidence . . . there ordinarily is no basis for permitting a jury to conclude that the employer is lying about the underlying facts.” Brady, 520 F.3d at 495. Here, Ms. Lee fails to show that Defendants’ beliefs about her misconduct were unreasonable. There is considerable evidence in the record, which is substantially not rebutted, that indicates that Defendants believed that Ms. Lee had expensed a high level of travel—36 trips from Washington, DC, to Boston in a one-year period—with no “reasonable explanation,” and that several Workday employees raised concerns about her conduct during Workday meetings. Def.’s Stmt. ¶¶ 46–47. IOPA’s investigation corroborated this evidence, and Mr. Duhnke terminated Ms. Lee following this investigation. Def.’s Stmt. ¶ 48. Although Ms. Lee argues that Defendants 14 should have interviewed more witnesses4 and provided more specific evidence that she “conducted personal business while in Boston,” Pl.’s Opp’n at 40, the Court finds no basis in the record upon which a reasonable jury could conclude that Defendants’ stated reasons for firing her were pretextual. See Def.’s Reply at 8–9 (cataloging Defendants’ conclusions following the IOP investigation); see also Barbour v. Browner, 181 F.3d 1342, 1346 (D.C. Cir. 1999) (“Title VII, it bears repeating, does not authorize a federal court to become a super personnel department that reexamines an entity’s business decisions.”) (citation and quotation marks omitted). iii. Comparator Evidence Third, Ms. Lee argues that comparisons between her case and those of two other former PCAOB employees support an inference of discrimination, but these comparisons are unavailing. “One way to discredit an employer’s justification is to show that similarly situated employees of a different race received more favorable treatment.” Royall, 548 F.3d at 145. “For a plaintiff to prove that she is similarly situated to another employee, she must demonstrate that she and the alleged similarly-situated employee were charged with offenses of comparable seriousness, and that all of the relevant aspects of her employment situation were nearly identical to those of the other employee.” Wheeler v. Georgetown Univ. Hosp., 812 F.3d 1109, 1115 (D.C. Cir. 2016) (citation and quotation marks omitted). “Factors that bear on whether someone is an appropriate comparator include the similarity of the plaintiff’s and the putative comparator’s job and job duties, whether they were disciplined by the same supervisor, and, in cases involving discipline, the similarity of their offenses.” Id. (citation omitted). 4 Ms. Lee alleges, for example, that the IOPA investigation into the Workday project “was based on interviews with only five of the approximately twenty-four people associated with the project,” but Ms. Lee does not explain how interviews with more employees would have resulted in a different narrative. Pl.’s Opp’n at 7–8. 15  Ms. Lee first identifies as a comparator. Pl.’s Opp’n at 25. Ms. Lee alleges that while was a “white male” who was also subject to complaints from subordinates for his management style, was not fired immediately following the complaints. Id. However, the record demonstrates that complaints against predated, by several years, the tenure of Mr. Dunhke or any PCAOB board members serving when Ms. Lee was terminated. Def.’s Reply at 13. As the Court explained when resolving Plaintiff’s [45] Motion to Compel Discovery, the temporal scope of comparator evidence is limited to the tenure of the Board members who made the decision to terminate Ms. Lee’s employment. See Memorandum Opinion, Dkt. No. 53, at 10–11 (noting that the Board’s tenure “should define the period of discovery, particularly so where comparator evidence is limited to a small group of upper-level managers”). Accordingly, Ms. Lee has not demonstrated that a jury could reasonably conclude that “all of the relevant aspects of [her] employment situation were nearly identical to those of” Burley, 801 F.3d at 301 (citation omitted); see id. (noting that whether a comparator was “disciplined by the same supervisor” is a factor bearing on whether someone is an appropriate comparator). Ms. Lee proposes a second comparator, another manager who was the subject of workplace complaints. Pl.’s Opp’n at 26. Following an investigation, was asked to resign, rather than terminated. Id. However, Ms. Lee fails to demonstrate that had sufficiently similar employment to her, given that did not report directly to Mr. Dunhke. See Def.’s Motion at 14; Gonda v. Donahoe, 79 F. Supp. 3d 284, 300 (D.D.C. 2015) (rejecting comparator status due to “different pay grades, job levels and the fact that [plaintiff] was a senior organization classification and management analyst while [proposed comparator] was not”) (emphasis in original). 16  Moreover, the record shows another substantial difference between Ms. Lee and and : Ms. Lee’s thirty-six trips to Boston in a one-year period. Ms. Lee does not point to any evidence that PCAOB believed that and had used their positions to acquire material benefits similar to Ms. Lee’s extensive travel. Accordingly, given the several substantial differences between Ms. Lee’s situation and those of her proposed comparators, the Court finds that a reasonable jury could not conclude, from the evidence provided, that PCAOB’s nondiscriminatory reasons for disciplining Ms. Lee more harshly than it disciplined other employees was a pretext for unlawful discrimination. iv. The Same-Actor Defense Finally, Ms. Lee’s proffered evidence of pretext is further rebutted by the fact that Mr. Duhnke was a strong proponent of her candidacy for employment with PCAOB and supported granting her promotions before he learned of the conduct that led to her termination. As the D.C. Circuit has explained, “when the person who made the decision to fire was the same person who made the decision to hire, it is difficult to impute to her an invidious motivation that would be inconsistent with the decision to hire,” especially “when the firing has occurred only a short time after the hiring.” Waterhouse v. District of Columbia, 298 F.3d 989, 996 (D.C. Cir. 2002) (quoting Grady v. Affiliated Cent., Inc., 130 F.3d 553, 560 (2d Cir. 1997)). This so-called “same-actor inference” cuts further against inferring a discriminatory motive. See, e.g., Azumah v. Yellen, No. 20-cv-2696, 2021 WL 3784323, at *7 (D.D.C. 2021) (CJN) (discussing “same-actor inference”). Recall that when Ms. Lee first applied for a job with PCAOB, the Board did not approve Ms. Lee for the role of General Counsel, and Mr. Duhnke instead hired her for the role of Chief Risk Officer, which did not require Board approval. Def.’s Stmt. ¶¶ 7, 8, 9, 11. Then, six months later, Mr. Dunhke promoted her to the role of Acting Chief 17 Administrative Officer, and, soon after, installed her as the organization’s permanent Chief Administrative Officer. Id. ¶¶ 12–13. Only when Mr. Dunhke learned about Ms. Lee’s extensive travel to Boston and her conduct with the Workday team did his posture toward her change. See, e.g., Def.’s Stmt. ¶¶ 31–33. The sequence of these events further undermines Ms. Lee’s contention that a jury could reasonably infer that Defendants’ stated reasons for her termination were a pretext for discrimination. v. Conclusion In sum, no reasonable jury could find based on the facts of this case that PCAOB’s proffered justification for firing Ms. Lee—her extensive travel to Boston and her conduct with the Workday team—was pretextual. Accordingly, the Court shall GRANT the Defendants’ motion for summary judgment on Ms. Lee’s discrimination claims. B. Ms. Lee’s Retaliation Claims (Counts II and IV) Ms. Lee next alleges that the Defendants unlawfully retaliated against her by threatening to file counterclaims against her following her discharge. See Am. Compl. ¶¶ 97–104; 110–116. The Defendants are entitled to summary judgment on these claims. Courts analyze retaliation claims under Title VII and the DCHRA using the same McDonnell Douglas framework that applies to discrimination claims. See Gaujacq v. EDF, Inc., 601 F.3d 565, 577 (D.C. Cir. 2010). If the plaintiff makes out a prima facie case of retaliation by showing that an employer took a “materially adverse action” against the plaintiff because the plaintiff “engaged in a statutorily protected activity,” the burden of proof “shifts to the employer to produce a ‘legitimate, nondiscriminatory reason’ for its actions.” Jones v. Bernanke, 557 F.3d 670, 677 (D.C. Cir. 2009) (quoting Wiley v. Glassman, 511 F.3d 151, 155 (D.C. Cir. 2007)). If the employer produces such a reason, the Court must decide on summary judgment “whether a reasonable jury could infer . . . retaliation from all the evidence.” Id. (quoting Carter v. George 18 Washington Univ., 387 F.3d 872, 878 (D.C. Cir. 2004)). At this stage, the court considers both the plaintiff’s prima facie case as well as “the evidence the plaintiff offers to ‘attack the employer’s proffered explanation for its action,’” as well as any other evidence of retaliation in the record. Id. (quoting Carter, 387 F.3d at 878). Here, the parties do not dispute that Ms. Lee’s action—alleging claims of discrimination against PCAB—constituted a protected activity. See Pl.’s Opp’n at 37; Gross v. Akin, Gump, Strauss, Hauer & Feld, LLP, 599 F. Supp. 2d 23, 33 (D.D.C. 2009) (RBW) (“[I]t is clear that the filing of a complaint is a protected activity.”). However, the parties dispute whether PCAOB’s threats to file a Counterclaim, or the filing of a Counterclaim itself, constitute a “materially adverse action” in response to Ms. Lee’s protected activity. See Pl.’s Opp’n at 37. As a “general rule . . . a counterclaim does not support a retaliation claim.” Melendez v. Poy Loung DC Grp., LLC, No. 17-cv-370, 2018 WL