SEC Charges Stanley Black & Decker and Former Executive for Failures in Executive Perks Disclosure
The Securities and Exchange Commission today announced settled charges against Stanley Black & Decker Inc., a publicly traded tools company, for failing to disclose perquisites it provided to certain executives. In addition, Jeffery D. Ansell, a former Stanley Black & Decker executive, agreed to settle charges that he caused Stanley Black & Decker to violate proxy solicitation and books and records provisions of the federal securities laws.
According to the SEC’s order against Stanley Black & Decker, the company failed to disclose at least $1.3 million worth of perquisites and personal benefits paid to, or on behalf of, four of its executive officers and one of its directors from 2017 through 2020. The perquisites predominantly consisted of expenses associated with the executives’ use of corporate aircraft.
The order finds that Stanley Black & Decker failed to appropriately apply the SEC’s compensation disclosure rules to its system for identifying, tracking and calculating perquisites. The order does not impose a civil penalty against Stanley Black & Decker, which self-reported the perquisite disclosure failures and other conduct potentially implicating the federal securities laws, cooperated with the SEC’s investigation, and implemented remedial measures.
According to the SEC’s separate order against Ansell, while he was a senior executive at Stanley Black & Decker, Ansell received undisclosed compensation that consisted, in part, of $280,000 in personal expenses he charged to the company. After consideration of Stanley Black & Decker’s self-reporting, cooperation, and remediation, the SEC declined to bring charges against the company related to Ansell’s conduct.
“Today’s action not only reaffirms the Commission’s commitment to enforcing executive compensation disclosure rules, but also to incentivizing self-reporting and cooperation when entities and individuals discover violations of the federal securities laws,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “In the end, proactive compliance enhances public trust in our markets and benefits all participants, especially the investing public.”
Without admitting or denying the SEC’s findings, Stanley Black & Decker consented to an order requiring it to cease and desist from violations of reporting and proxy solicitation provisions of the Securities Exchange Act of 1934. Without admitting or denying the SEC’s findings, Ansell consented to an order requiring him to cease and desist from violations of proxy solicitation and books and records provisions of the Exchange Act and to pay a $75,000 civil penalty.
The SEC’s investigation was conducted by Oreste P. McClung and Brian R. Higgins and supervised by Brendan P. McGlynn, Scott A. Thompson, and Nicholas Grippo, all of the Philadelphia Regional Office.