UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97760 / June 20, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4421 / June 20, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21498

In the Matter of

JEFFERY D. ANSELL,

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Jeffery D. Ansell (“Ansell” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order 

(“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
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Summary

1. This matter arises from Jeffery D. Ansell’s role in Stanley Black & Decker, Inc.’s 

(“SBD”) failure to disclose in its definitive proxy statements certain perquisites and personal 

benefits that it provided to Ansell from 2017 through 2020, while he was a senior officer at SBD. 

As a result of his conduct, Ansell caused SBD to violate Sections 13(b)(2)(A) and 14(a) of the 

Exchange Act and Rule 14a-3 thereunder.

Respondent

2. Respondent Jeffery D. Ansell was Executive Vice President of SBD and President 

of SBD’s Tools & Storage segment from October 2016 through June 2020, Executive Vice 

President of SBD from July 2020 through December 31, 2021, and a strategic advisor to SBD from 

January 1, 2022 until February 4, 2022. 

Relevant Entity

3. Stanley Black & Decker, Inc. is a Connecticut corporation headquartered in New 

Britain, Connecticut. SBD is a diversified global provider of hand tools, power tools, and other 

products and services. SBD’s common stock is registered under Section 12(b) of the Exchange 

Act and trades on the New York Stock exchange under the ticker symbol “SWK.”

Background

4. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 

of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 

Act in contravention of such rules and regulations as the Commission may prescribe. Rule 14a-3 

prohibits issuers with securities registered pursuant to Section 12 of the Exchange Act from 

soliciting proxies without furnishing proxy statements containing the information specified in 

Schedule 14A, including executive compensation disclosures pursuant to Item 402 of Regulation 

S-K. Item 402 of Regulation S-K requires disclosure of the total value of all perquisites and other 

personal benefits provided to named executive officers who receive at least $10,000 worth of such 

items in a given year. Item 402 of Regulation S-K also requires identification of all perquisites and 

personal benefits by type, and quantification of any perquisite or personal benefit that exceeds the 

greater of $25,000 or 10% of total perquisites.

5. In 2006, the Commission adopted amendments to executive compensation 

disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 

Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-

8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 

According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 

need to be reported, “if it is integrally and directly related to the performance of the executive’s 

duties. Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect benefit 

that has a personal aspect, without regard to whether it may be provided for some business reason 

or for the convenience of the company, unless it is generally available on a non-discriminatory 

basis to all employees.” The Adopting Release also states that “the concept of a benefit that is 
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‘integrally and directly related’ to job performance is a narrow one,” which “draws a critical 

distinction between an item that a company provides because the executive needs it to do the job, 

making it integrally and directly related to the performance of duties, and an item provided for 

some other reason, even where that other reason can involve both company benefit and personal 

benefit.”

6. According to the Adopting Release, even where the company “has determined that 

an expense is an ‘ordinary’ or ‘necessary’ business expense for tax or other purposes or that an 

expense is for the benefit or convenience of the company,” that determination “is not responsive to 

the inquiry as to whether the expense provides a perquisite or other personal benefit for disclosure 

purposes.” Indeed, “business purpose or convenience does not affect the characterization of an 

item as a perquisite or personal benefit where it is not integrally and directly related to the 

performance by the executive of his or her job.”

Facts

7. In definitive proxy statements disclosing executive compensation earned for 2017 

through 2020, which were filed in 2018 through 2021, SBD disclosed an annual average of 

approximately $167,000 in “All Other Compensation” for Ansell.

8. However, these same definitive proxy statements failed to disclose a total of over 

$647,000 worth of perquisites and personal benefits provided to Ansell, thereby understating the 

“All Other Compensation” portion of his compensation by an annual average of approximately 

$162,000.

9. This undisclosed compensation consisted, in part, of approximately $280,000 in 

personal expenses Ansell charged to SBD, including, but not limited to, chauffer services, other 

travel items, meals, apparel, and car repair services. The remainder of the undisclosed 

compensation included approved use of the corporate aircraft and other authorized items, such as 

personal services provided to Ansell by SBD employees, and certain gifts and products. 

10. In connection with the preparation of its definitive proxy statements, SBD required 

Ansell to complete Questionnaires for Executive Officers, which included requests for information 

regarding perquisites, and SBD personnel sent Ansell communications providing him the 

opportunity to review drafts of proxy statements. In his responses to these materials, Ansell did 

not identify the undisclosed perquisites and personal benefits referenced herein. 

11. 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. 

As a result, SBD’s books, records, and accounts did not, in reasonable detail, accurately and fairly 

reflect its disposition of assets.

12. Pursuant to a separation agreement, Ansell’s employment at SBD ended on 

February 4, 2022. In connection with his separation, Ansell reimbursed SBD for personal 

expenses SBD incurred on his behalf.
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Violations

13. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 

of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 

Act in contravention of such rules and regulations as the Commission may prescribe. Rule 14a-3 

prohibits issuers with securities registered pursuant to Section 12 of the Exchange Act from 

soliciting proxies without furnishing proxy statements containing the information specified in 

Schedule 14A, including executive compensation disclosures pursuant to Item 402 of Regulation 

S-K. Item 402 of Regulation S-K requires disclosure of the total value of all perquisites and other 

personal benefits provided to named executive officers who receive at least $10,000 worth of such 

items in a given year. Item 402 of Regulation S-K also requires disclosure of all perquisites and 

personal benefits by type, and specific identification of any perquisite or personal benefit that 

exceeds the greater of $25,000 or 10% of the total perquisites. No showing of scienter is required 

to establish a violation of Section 14(a) of the Exchange Act and Rule 14a-3 thereunder. See, e.g., 

Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). As a result of the 

conduct described above, Ansell caused SBD to violate Section 14(a) of the Exchange Act and 

Rule 14a-3 thereunder.

14. As a result of the conduct described above, Ansell caused SBD to violate Section 

13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep books, 

records and accounts which, in reasonable detail, accurately and fairly reflect their transactions and 

dispositions of their assets.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Ansell’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Ansell cease and desist 

from committing or causing any violations and any future violations of Sections 13(b)(2)(A) and 

14(a) of the Exchange Act and Rule 14a-3 thereunder.

B. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $75,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;
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(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Jeffery D. Ansell as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Brendan P. McGlynn, Assistant 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 1617 JFK 

Blvd., Suite 520, Philadelphia, PA 19103. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.
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V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary