The Securities and Exchange Commission (SEC) announced charges against James R. Craigie, a former CEO, chairman, and board member of Church & Dwight Co., Inc., for violating proxy disclosure rules. Craigie allegedly concealed a close personal friendship with a senior executive, including paying over $100,000 for the executive and spouse to join him on several international vacations.
The SEC also alleged that Craigie shared confidential information about a CEO succession process with the executive and encouraged the executive to conceal the relationship from the company. As a result, Church & Dwight's board was unaware of the relationship and identified Craigie as an independent director in proxy statements.
Without admitting or denying the allegations, Craigie agreed to a civil penalty of $175,000 and a five-year officer-and-director bar. Upon learning of the friendship, the company's board determined Craigie was no longer independent, halted the CEO search, and formed a special committee to investigate his conduct.
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