Tool manufacturer Stanley Black & Decker (SBD) avoided a civil penalty in settling with the Securities and Exchange Commission (SEC) regarding alleged violations of executive perk disclosure rules.
SBD agreed to cease and desist from violations of reporting and proxy solicitation provisions of the securities laws in reaching settlement. The SEC lauded the company’s cooperation in announcing Tuesday that it earned a declination of charges in a separate case involving a former company executive.
Jeffery Ansell, the former executive in SBD’s tools and storage segment, was fined $75,000 in settling with the SEC for allegedly causing the company to violate securities laws regarding compensation disclosures.
The details: From 2017-20, SBD failed to disclose in its definitive proxy statements at least $1.3 million worth of perquisites and personal benefits paid to, or on behalf of, four of its named executive officers, according to the SEC’s order. The expenses were mostly associated with use of corporate aircraft, for which the company listed zero dollars in compensation attributable to the executives, per the order.
The SEC’s separate order against Ansell alleged the former executive caused the company to understate the compensation paid to him via personal expenses he charged to the company.
“From at least 2018 through 2020, SBD incorrectly recorded payments for the benefit of Ansell as business expenses and not compensation, based at least in part on Ansell’s submission of expense reimbursement requests and his approval of certain payments to vendors,” the SEC said. “As a result, SBD’s books, records, and accounts did not, in reasonable detail, accurately and fairly reflect its disposition of assets.”
Compliance considerations: SBD alerted the SEC to potential misconduct regarding disclose perquisites following an internal investigation, according to the agency. The company cooperated with the SEC by providing relevant documents, information, and data from its investigation and remediated its apparent violations, including through additional disclosures regarding the matter.
“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 Grewal, director of the SEC’s Enforcement Division, in a press release. “In the end, proactive compliance enhances public trust in our markets and benefits all participants, especially the investing public.”
Company response: “We are pleased to resolve these matters and appreciate the SEC’s acknowledgement of our voluntary disclosure, cooperation, and remediation,” an SBD spokeswoman said in an emailed statement. “As a company, we are committed to upholding the highest standards of corporate governance and maintaining best-in-class policies, procedures, and controls.”
SBD neither admitted nor denied the SEC’s findings in reaching settlement.