SEC v. James R. Craigie, No. 1:24-cv-07382, Southern District of New York (Sept. 30, 2024) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

James R. Craigie,

Defendant.

COMPLAINT
Civil Action No.
Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendant James R. Craigie alleges as follows:
SUMMARY
1. This case arises from Defendant James Craigie’s failure to disclose information to
Church & Dwight Co., Inc.’s (“Church & Dwight” or the “Company”) Board of Directors that
was relevant to the Board determining whether Craigie met the criteria to be an independent
director in 2021 and 2022.
2. James Craigie was appointed as Church & Dwight’s CEO in 2004 and held that
role for over eleven years. He served on Church & Dwight’s Board of Directors as its Non-
Executive Chairman from 2007 to 2019 and as a non-independent director from 2004 to 2019.
He became an independent director in 2019.
3. To become an independent director, the Board needed to affirmatively
determine that Craigie did not have a material relationship with Church & Dwight by
considering all relevant facts and circumstances.  The Board relied substantially on Craigie to
disclose any information that could affect this determination. After considering information
provided by Craigie, the Board determined that Craigie was independent as of January 2019

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and January 2020, and the shareholders elected Craigie as an independent director effective at
the 2020 annual shareholder meeting.
4. From January 1, 2020 through March 17, 2023 (the “Relevant Period”), Craigie
failed to disclose that he maintained a close personal friendship with a Church & Dwight
executive (“Executive”). Craigie and Executive, along with their spouses, had been friends since
at least 2017. Craigie, his spouse, other friends, and Executive and Executive’s spouse regularly
vacationed together both domestically and internationally from 2020 through 2023, and Craigie
usually paid for airfare and lodging for Executive and his wife, as well as for other participants
on the trips. All told, Craigie paid more than $100,000 for Executive and his spouse to travel on
these vacations. Notably, Craigie did not similarly vacation with, nor pay expenses for, other
executives at Church & Dwight.
5. Craigie did not disclose his relationship with Executive to Church & Dwight
through the director independence process or otherwise. Moreover, Craigie asked Executive not
to tell anyone at the Company about the nature of their relationship because Craigie wanted to
avoid any appearance of bias towards Executive. Craigie, who had decades of experience as a
public company executive and board member, knew, or should have known, that his relationship
with Executive was relevant and significant to Church & Dwight’s independence determination.
6. In early 2022, Church & Dwight’s CEO informed the Board of Directors that he
was considering retiring no earlier than the end of 2023.  The Board of Directors then began
evaluating internal candidates, including Executive to replace its current CEO after he retired.
Craigie participated in the CEO succession process that included Executive despite his
undisclosed close personal relationship with Executive.

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7. At a Board meeting in August 2022, Craigie, among other Board members,
voiced concern about the internal candidates, including Executive.
8. Around this time, Craigie disclosed the CEO succession process to Executive.
Craigie believes that he made this disclosure to persuade Executive not to resign from the
Company after Executive confided to Craigie that he was thinking of resigning. However, Board
members had been instructed to keep the search confidential and Craigie did not disclose to the
Board that he told Executive about the succession process.
9. The Board of Directors ultimately decided to retain an outside search firm to
conduct a benchmarking exercise. Once retained, the outside search firm asked Board members
to suggest any external CEO candidates. Craigie suggested a qualified external CEO candidate
for Church & Dwight to consider. The candidate was a former colleague of Executive’s from a
different company. Craigie did not disclose to the Board that this candidate was a former
colleague of Executive or that he had attended an international birthday vacation celebration for
Executive with this candidate and other friends of Executive. Craigie and Executive separately
discussed that if this candidate was hired, it could provide a viable path for Executive to succeed
them.
10. In early 2023, Church & Dwight learned of Craigie’s relationship with Executive.
Church & Dwight’s Board determined that by not disclosing this relationship, Craigie had
violated his obligations of candor and confidentiality under the Company’s Code of Conduct.
The Board also determined that Craigie was no longer considered an independent director.
11. In its 2021 and 2022 proxy statements, Church & Dwight represented Craigie as
an independent director because it was unaware of his relationship with Executive, due to
Craigie’s failure to disclose his relationship with Executive. As a result, Church & Dwight’s

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proxy statements in 2021 and 2022 contained misstatements of material fact when they listed
Craigie as an independent director.
12. Craigie is directly liable for these misstatements because he permitted his name to
be used in the proxy statements and there is a substantial connection between the use of his name
and the solicitation effort. Craigie controlled the content of Church & Dwight’s 2021 and 2022
proxy statements, with respect to his independence, by failing to disclose to the Company his
relationship with Executive, and because being elected as an independent director, as opposed to
non-independent, allowed Craigie to participate in the CEO succession process without
disclosing his relationship with Executive, even though Executive was a CEO candidate.
VIOLATIONS
13. By his actions, Craigie violated the proxy disclosure provisions of the federal
securities laws. Specifically, Craigie violated Exchange Act Section 14(a) [15 U.S.C.§ 78n(a)]
and Exchange Act Rule 14a-9 [17 C.F.R. §240.14a-9].
14. The Commission requests, among other things, that the Court: (1) permanently
restrain and enjoin Craigie from further violating the federal securities laws alleged in this
Complaint; (2) order Craigie to pay civil monetary penalties; and (3) prohibit Craigie from acting
as an officer or director of a publicly traded company.
JURISDICTION AND VENUE
15. This Court has jurisdiction over this action, and venue lies in this District,
pursuant to Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa]. Craigie,
directly or indirectly, has made use of the means or instrumentalities of interstate commerce or of
the mails in connection with the transactions, acts, practices, and courses of business alleged in
this Complaint. Craigie maintains a residence in New York City, New York and Church &
Dwight’s stock is registered on the New York Stock Exchange. Certain of the transactions, acts,

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practices, and courses of business occurred largely within the Southern District of New York
where Craigie maintained a residence and did business during the events alleged in this
Complaint.
DEFENDANT
16. James R. Craigie, age 70, resides in Miami Beach, Florida and New York City,
New York. James Craigie served as Church & Dwight’s CEO from July 2004 through the end of
2015. He also served as Church & Dwight’s Non-Executive Chairman of the Board of Directors
from July 2007 through May 2019, as a non-independent board member from 2004 through
2019, and as an independent board member from 2019 through May 2023. Craigie served as a
board member of several other publicly traded companies during his career.
RELATED ENTITY
17. Church & Dwight Co., Inc. is a Delaware corporation with its principal place of
business in Ewing, New Jersey. It is a manufacturer of consumer-packaged goods. Church &
Dwight’s stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act
and trades on the New York Stock Exchange under the ticker symbol “CHD.”
FACTS
Craigie and Executive Maintained a Close Personal Friendship
18. Craigie served as Church & Dwight’s CEO for over eleven years, during which
time the Company’s market capital increased by six times.  He also served as the Church &
Dwight Board of Directors’ Non-Executive Chairman for nearly twelve years.  Craigie
additionally served as a director of several other publicly traded companies, during his time as
CEO and afterwards.
19.   Around 2017, Craigie began to mentor Executive consistent with his practice of
mentoring employees with growth potential. Shortly thereafter, Craigie formed a personal

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friendship with Executive, who, at this time, was head of a Church & Dwight division. Over the
next few years, Craigie and his spouse vacationed internationally with Executive and his spouse
six times, traveling to eight countries on five continents. Craigie invited several other couples on
these trips and generally paid for all guests’ business class airfare and luxury lodging. Craigie
paid over $100,000 for Executive and his spouse to attend these vacations.
20. Craigie and Executive, along with their spouses, also vacationed together
domestically over long weekends, and Executive occasionally stayed at Craigie’s apartment in
Miami. Craigie took Executive and his family on boat trips in New York, Connecticut, and
Miami.
21. Craigie did not take similar trips with or pay for travel for any other Church &
Dwight personnel.
Craigie Hid His Relationship with Executive from Church & Dwight
22. At the time Craigie began his friendship with Executive in 2017, he was an
experienced public company executive and board member. He knew, or should have known, the
criteria that public company boards use to assess a director’s independence, as well as the factors
that are important to that analysis. This included personal relationships with company executives.
23. Despite this knowledge and experience, Craigie withheld, and instructed
Executive to withhold, the nature of their relationship from Church & Dwight. He did this
several times during their relationship, beginning immediately before their first international trip
in January 2020, when Craigie asked Executive not to mention their upcoming vacation to
anyone at Church & Dwight, and continuing until shortly before the Company learned of their
relationship in early 2023.
24. For example, in January 2021, Executive received a promotion, and was given an
opportunity to make a presentation to Church & Dwight’s Board to introduce himself. Craigie

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offered to help Executive prepare his Board presentation but also told Executive “do not mention
me at all as it would make me appear biased toward you as the next CEO.”
25. In July 2021, Craigie told another Church & Dwight board member that he would
be “at a friend’s birthday bash” in a foreign country but he did not identify the “friend” as
Executive, even though the other board member knew Executive.
26. In January 2023, Craigie and Executive were on an international vacation together
shortly before a Church & Dwight Board meeting. Craigie asked Executive where he was telling
other Church & Dwight executives he was travelling so that Craigie would not reveal that he was
in the same place. When Executive told Craigie that he had told Company executives he was
travelling to a different location than where they were going, Craigie approved of Executive’s
deception.
Church & Dwight Affirmatively Determined that Craigie was Independent
without Knowledge of His Relationship with Executive
27. The New York Stock Exchange requires listed companies to affirmatively
determine whether a director is independent. Church & Dwight complies with these requirements
through its Corporate Governance Guidelines, which state:
No  director  will  be  considered  “independent”  unless  the  Board  of  Directors
affirmatively  determines  that  the  director  has  no  material  relationship  with  the
Company (either directly or as partner, stockholder, or officer of an organization
that   has   a   relationship   with   the   Company).   When   making   “independence”
determinations,   the   Board   shall   broadly   consider   all   relevant   facts   and
circumstances as well as any other facts and considerations specified by the NYSE
and specified by the rules and regulations of SEC.
28. Church & Dwight sends its board members questionnaires each year to gather
information relevant to its independence determination. This is known as a “D&O
Questionnaire.” The D&O Questionnaire is the primary and often only source of information
reviewed by the General Counsel, Governance Committee, and Board to assess and determine

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the independence of a director. Church & Dwight depends on individual board members to be
honest, truthful, and forthright in their disclosures on the D&O Questionnaire.
29. Information provided by directors in the D&O Questionnaire is used by the Board
to determine independence, and that information is then incorporated into Church & Dwight’s
annual proxy statement.
30. After retiring as CEO in 2015, Craigie completed D&O Questionnaires for
Church & Dwight each year but was considered a “non-independent” director because his recent
tenure as CEO created a connection between himself and the Company. To become an
independent director, the Board needed to affirmatively determine that Craigie did not have a
material relationship with Church & Dwight by considering all relevant facts and circumstances.
The Board relied substantially on Craigie to disclose any information that could affect this
determination. Following a cooling-off period and after considering information provided by
Craigie on the D&O Questionnaire, the Board determined that Craigie was independent as of
January 2019 and January 2020, and shareholders elected Craigie as an independent director as
of Church & Dwight’s 2020 annual shareholder meeting.
31. In the following three years, 2021, 2022, and 2023, the D&O Questionnaires
instructed recipients to “exercise great care” in completing the questionnaires and warned that
directors can be subject to personal liability if the proxy statement misstates or omits a material
fact.
32. These D&O Questionnaires state that for a director to be independent, the Board
must affirmatively determine that the director has no material relationship with the Company.
The Questionnaires provided examples of “material relationships,”  such as commercial,

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industrial, banking, consulting, charitable, and familial relationships, and although the
Questionnaires did not list friendships, they made clear the list of examples was not exhaustive.
33. After listing these examples of material relationships, the D&O Questionnaires
asked if directors have “any other relationship” with Church & Dwight or its management. In
2021, 2022, and 2023, Craigie answered “no.”
34. Church & Dwight’s Board affirmatively determined that Craigie met the criteria
for independence based on his answers to the D&O Questionnaire in 2021 and 2022.
35. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie was
an independent director and that he met the independence requirements.
36. Craigie was given an opportunity to review and comment on the 2021 and 2022
proxy statements before they were published to correct any misstatements or omissions. Craigie
did not provide Church & Dwight with any comments or edits when he reviewed these proxy
statements, nor did he reveal his relationship with Executive.
37. Church & Dwight discovered Craigie’s relationship with Executive before
publishing its 2023 Proxy Statement, and Craigie’s “no” response was not incorporated into the
2023 proxy statement.
Craigie Knew or Should Have Known That His Friendship With Executive
Was Relevant to His Director Independence
38. Due to Craigie’s decades of experience serving as a public company CEO and
board member, Craigie understood the importance of the D&O Questionnaire for determining
director independence at Church & Dwight, and for public companies generally. He also
understood that information provided in the D&O Questionnaire is ultimately incorporated into
the proxy statement.

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39. During the Relevant Period, Craigie was an independent board member at two
other public companies and he completed D&O Questionnaires for these companies as well.
40. These questionnaires contained similar questions to the Church & Dwight
questionnaire.
41. Craigie knew, or should have known, that the standard for independence is the
same for all public companies listed on the New York Stock Exchange. The NASDAQ contains
similar independence standards. The questions in the D&O Questionnaires from other companies
further clarified what facts and circumstances Craigie should have considered when responding
to the Church & Dwight questionnaire.
42. In other D&O Questionnaires, Craigie was often more descriptive than in the
Church & Dwight questionnaire and disclosed information that was informative, but not
necessarily responsive, to the question. For example, on a D&O Questionnaire for Company A,
Craigie disclosed that Company B donated to a charity that he is involved with even though the
question only asked about donations made by Company A.
Church & Dwight’s CEO Search
43. In early 2022, Church & Dwight’s CEO informed the Board that he was
considering retirement no earlier than the end of 2023. The Board established a CEO succession
committee (“CEO Committee”) to assess the viability of internal candidates, including
Executive.
44. The CEO Committee was comprised exclusively of a subset of independent
directors but did not include Craigie. All directors, including Craigie and Church & Dwight’s
CEO (the sole non-independent director on the Board), were encouraged to participate in the
process and were instructed to keep the process confidential.

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45. Craigie had previously communicated to Executive on several occasions that he
believed Executive had the potential, with further seasoning and experience, to be a future CEO
of Church & Dwight and that he wanted to help Executive become the CEO.
46. Although Craigie believed Executive had legitimate CEO potential, at a Board
meeting in August 2022, Craigie, among other Board members, voiced concern about the
internal candidates, including Executive.
47. The Board ultimately decided to retain an outside search firm to conduct a
benchmarking exercise. Once retained in December 2022, the outside search firm asked Board
members to suggest any external CEO candidates.
48. Craigie informed Executive of the confidential external search process around this
time. Craigie believes that he disclosed the search to Executive in an effort to persuade Executive
not to resign from Church & Dwight. However, Board members had been instructed to keep the
search confidential and Craigie did not disclose to the Board that he told Executive about the
succession process.
49. While on an international vacation together, Craigie and Executive reached out to
Executive’s close friend and former supervisor (“the Friend”) to solicit the Friend’s interest in
becoming a CEO candidate. The Friend had previously met Craigie when they both attended an
international trip with Executive and Executive’s other friends to celebrate Executive’s milestone
birthday.
50. Craigie sent the Friend’s resume to the director leading the CEO Committee and
indicated that he believed the Friend could be a good short-term option while the internal
candidates gained more experience and seasoning. Craigie did not disclose (a) that the Friend

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was Executive’s former supervisor; (b) that he had met Friend while attending Executive’s
birthday vacation; or (c) his friendship with Executive.
51. Craigie privately expressed to Executive that if the Friend were hired, the other
internal candidate may leave Church & Dwight. This would provide an opportunity for
Executive eventually to succeed the Friend as CEO.
52. The Friend ultimately became a strong candidate for the CEO role before the
Board became aware of Craigie and Executive’s friendship.
Church & Dwight Becomes Aware of Craigie and Executive’s Friendship;
Halts CEO Search Process and Forms a Special Committee to Evaluate
53. In February 2023, Church & Dwight became aware of Craigie’s relationship with
Executive. The Board then formed a Special Committee to gather additional facts necessary to
assess Craigie’s conduct. Church & Dwight’s CEO postponed his retirement indefinitely and
Church & Dwight halted the CEO succession process to allow the Board to reconsider how to
str   ucture the process in a way to eliminate bias.
54. The Special Committee found that Craigie failed to disclose his close personal
friendship with Executive and disclosed confidential information about the CEO search, which
he may have done to influence the CEO search to Executive’s long-term advantage. As a result
of this conduct, the Board determined that Craigie violated his obligations of confidentiality
and candor under Church & Dwight’s Code of Conduct.
55. The Board determined that Craigie was no longer considered an independent
director. Church & Dwight made this disclosure in its 2023 proxy statement.
Craigie Sends Handwritten Note to Executive During Investigation
56. In March 2023, the SEC was investigating Craigie’s relationship with Executive,
and Craigie was aware of the investigation. Despite a document retention notice from Church &

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Dwight and an instruction not to communicate with other parties, including Executive, Craigie
sent a letter to Executive discussing matters relevant to the SEC’s investigation. Craigie’s letter
indicated that Executive should discard the letter after reading it.
As a Result of Mr. Craigie’s Conduct, Church & Dwight’s
2021 and 2022 Proxy Statements were Materially Misleading
57. Section 14(a) of the Exchange Act prohibits any person from acting in
contravention of the Commission’s rules and regulations “to solicit or to permit the use of his
name to solicit any proxy . . . in respect of any security . . . registered pursuant to Section 12” of
the Exchange Act. Rule 14a-9 thereunder prohibits the use of proxy statements containing
materially false or misleading statements or materially misleading omissions.
58. Church & Dwight files an annual Schedule 14A proxy statement in accordance
with Regulation 14A [17 C.F.R. § 240] and Regulation S-K [17 C.F.R. § 229]. Item 407 of
Regulation S-K requires Church & Dwight to identify each director that is independent under the
applicable independence standards.
59. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie
was an independent director. The proxy statements also represented that Church & Dwight
had affirmatively determined that Craigie met the requirements to be an independent director
within the meaning of the New York Stock Exchange listing standards and under the Church
& Dwight’s Corporate Governance Guidelines.
60. At the time it filed its 2021 and 2022 proxy statements, Church & Dwight was
unaware of Craigie’s relationship with Executive due to Craigie’s concealment of the
relationship. As a result of Craigie’s concealment, Church & Dwight’s proxy statements in 2021
and 2022 contained misstatements of material fact when they represented that Craigie was an
independent director.

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61. Whether a director is “independent” is material to shareholders because
shareholders expect independent directors to exercise autonomous judgment in their decision
making that is free from any conflicts of interest.
62. Craigie is directly liable for these misstatements because he failed to disclose his
relationship to Executive in the D&O Questionnaires, which resulted in the material
misstatements in the 2021 and 2022 proxy statements regarding independence. Craigie then
permitted his name to be used in the proxy statements in connection with Church & Dwight’s
annual proxy solicitations. Craigie, as a Church & Dwight director nominee in 2021 and 2022,
violated Section 14(a) of the Exchange Act and Rule 14a-9 thereunder, by failing to disclose
information relevant to the independence determination and then permitting his name to be used
in connection with Church & Dwight’s proxy solicitation.
63. There was substantial connection between Craigie and the proxy solicitation effort
because Craigie controlled the content of Church & Dwight’s 2021 and 2022 proxy statements
related to his independence. He failed to disclose his relationship with Executive in the D&O
Questionnaire, which affected the content of the proxy statement related to his independence. In
addition, the misleading proxy statement disclosure benefited Craigie because being re-elected as
an independent director allowed Craigie to participate substantively in the CEO succession
process, without disclosing his relationship with Executive even though Executive was a CEO
candidate.
COUNT I
Violation of Section 14(a) and Rule 14a-9 of the Exchange Act [15 U.S.C. § 78n(a)]
64. The SEC re-alleges and incorporates by reference the allegations set forth in
Paragraphs 1 through 63 above.

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65. By engaging in the conduct described above, Craigie directly or indirectly, by use
of mails, or the means or instrumentalities of interstate commerce or any facility of a national
securities exchange, or otherwise, in contravention of Rule 14a-9 of the Exchange Act, solicited
or permitted the use of his name to solicit proxies, consents, or authorizations in respect of non-
exempt securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C.
§ 78l], by means of a proxy statement, form of proxy statement, notice of meeting and other
communications that contained statements, which, at the time and in the light of the
circumstances under which they were made, were false or misleading with respect to material
facts or which omitted to state material facts necessary in order to make the statements made
therein not false or misleading or necessary to correct statements in earlier communications with
respect to the solicitation of a proxy for the same meeting or subject matter which became false
or misleading.
66. By engaging in the foregoing conduct, Craigie violated, and unless enjoined will
likely again violate, Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder
[17 C.F.R. § 240.17a-9].
RELIEF REQUESTED
WHEREFORE, the SEC respectfully requests that this Court enter a Final Judgment:
I.
Finding that Craigie committed the violations alleged herein.
II.
Permanently restraining and enjoining Craigie from violating Exchange Act Section 14(a)
[15 U.S.C. § 78n(a)] and Exchange Act Rule 14a-9 thereunder [17 C.F.R. § 240.17a-9].

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III.
Ordering Craigie to pay civil penalties pursuant to Exchange Act Section 21(d)(3) [15
U.S.C. § 78u(d)(3)].
IV.
Enter an order, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]
and this Court’s inherent equitable powers, barring Craigie from serving as an officer or director
of any issuer having a class of securities registered with the Commission pursuant to Section 12
of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d)
of the Exchange Act [15 U.S.C. § 78o(d)], as appropriate or necessary for the benefit of
investors.
V.
Granting such other and further relief that this Court deems just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.

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 Respectfully submitted,
Dated: September 30, 2024
  Washington, DC
SECURITIES AND EXCHANGE COMMISSION
 By:
  /s/ Derek S. Bentsen
  Derek Bentsen
David Nasse
 Elliot J. Weingarten
 James Valentino
 U.S.
 SECURITIES AND EXCHANGE COMMISSION
 100 F Street, NE
 Washington, D.C. 20549
 Tel: 202-551-6426
 Email: [email protected]

 Attorneys for Plaintiff

1 

UNITED STATES DISTRICT COURT  
SOUTHERN DISTRICT OF NEW YORK 

 

SECURITIES AND EXCHANGE COMMISSION, 
  

Plaintiff, 
 
v. 
 
James R. Craigie, 
  

Defendant. 

 

COMPLAINT 

Civil Action No.  

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Defendant James R. Craigie alleges as follows: 

SUMMARY 

1. This case arises from Defendant James Craigie’s failure to disclose information to 

Church & Dwight Co., Inc.’s (“Church & Dwight” or the “Company”) Board of Directors that 

was relevant to the Board determining whether Craigie met the criteria to be an independent 

director in 2021 and 2022. 

2. James Craigie was appointed as Church & Dwight’s CEO in 2004 and held that 

role for over eleven years. He served on Church & Dwight’s Board of Directors as its Non-

Executive Chairman from 2007 to 2019 and as a non-independent director from 2004 to 2019. 

He became an independent director in 2019. 

3. To become an independent director, the Board needed to affirmatively 

determine that Craigie did not have a material relationship with Church & Dwight by 

considering all relevant facts and circumstances. The Board relied substantially on Craigie to 

disclose any information that could affect this determination. After considering information 

provided by Craigie, the Board determined that Craigie was independent as of January 2019 

Case 1:24-cv-07382     Document 1     Filed 09/30/24     Page 1 of 17



  

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and January 2020, and the shareholders elected Craigie as an independent director effective at 

the 2020 annual shareholder meeting. 

4. From January 1, 2020 through March 17, 2023 (the “Relevant Period”), Craigie 

failed to disclose that he maintained a close personal friendship with a Church & Dwight 

executive (“Executive”). Craigie and Executive, along with their spouses, had been friends since 

at least 2017. Craigie, his spouse, other friends, and Executive and Executive’s spouse regularly 

vacationed together both domestically and internationally from 2020 through 2023, and Craigie 

usually paid for airfare and lodging for Executive and his wife, as well as for other participants 

on the trips. All told, Craigie paid more than $100,000 for Executive and his spouse to travel on 

these vacations. Notably, Craigie did not similarly vacation with, nor pay expenses for, other 

executives at Church & Dwight. 

5. Craigie did not disclose his relationship with Executive to Church & Dwight 

through the director independence process or otherwise. Moreover, Craigie asked Executive not 

to tell anyone at the Company about the nature of their relationship because Craigie wanted to 

avoid any appearance of bias towards Executive. Craigie, who had decades of experience as a 

public company executive and board member, knew, or should have known, that his relationship 

with Executive was relevant and significant to Church & Dwight’s independence determination. 

6. In early 2022, Church & Dwight’s CEO informed the Board of Directors that he 

was considering retiring no earlier than the end of 2023.  The Board of Directors then began 

evaluating internal candidates, including Executive to replace its current CEO after he retired. 

Craigie participated in the CEO succession process that included Executive despite his 

undisclosed close personal relationship with Executive.   

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7. At a Board meeting in August 2022, Craigie, among other Board members, 

voiced concern about the internal candidates, including Executive.   

8. Around this time, Craigie disclosed the CEO succession process to Executive. 

Craigie believes that he made this disclosure to persuade Executive not to resign from the 

Company after Executive confided to Craigie that he was thinking of resigning. However, Board 

members had been instructed to keep the search confidential and Craigie did not disclose to the 

Board that he told Executive about the succession process.   

9. The Board of Directors ultimately decided to retain an outside search firm to 

conduct a benchmarking exercise. Once retained, the outside search firm asked Board members 

to suggest any external CEO candidates. Craigie suggested a qualified external CEO candidate 

for Church & Dwight to consider. The candidate was a former colleague of Executive’s from a 

different company. Craigie did not disclose to the Board that this candidate was a former 

colleague of Executive or that he had attended an international birthday vacation celebration for 

Executive with this candidate and other friends of Executive. Craigie and Executive separately 

discussed that if this candidate was hired, it could provide a viable path for Executive to succeed 

them. 

10. In early 2023, Church & Dwight learned of Craigie’s relationship with Executive. 

Church & Dwight’s Board determined that by not disclosing this relationship, Craigie had 

violated his obligations of candor and confidentiality under the Company’s Code of Conduct. 

The Board also determined that Craigie was no longer considered an independent director. 

11. In its 2021 and 2022 proxy statements, Church & Dwight represented Craigie as 

an independent director because it was unaware of his relationship with Executive, due to 

Craigie’s failure to disclose his relationship with Executive. As a result, Church & Dwight’s 

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proxy statements in 2021 and 2022 contained misstatements of material fact when they listed 

Craigie as an independent director. 

12. Craigie is directly liable for these misstatements because he permitted his name to 

be used in the proxy statements and there is a substantial connection between the use of his name 

and the solicitation effort. Craigie controlled the content of Church & Dwight’s 2021 and 2022 

proxy statements, with respect to his independence, by failing to disclose to the Company his 

relationship with Executive, and because being elected as an independent director, as opposed to 

non-independent, allowed Craigie to participate in the CEO succession process without 

disclosing his relationship with Executive, even though Executive was a CEO candidate. 

VIOLATIONS 

13. By his actions, Craigie violated the proxy disclosure provisions of the federal 

securities laws. Specifically, Craigie violated Exchange Act Section 14(a) [15 U.S.C.§ 78n(a)] 

and Exchange Act Rule 14a-9 [17 C.F.R. §240.14a-9]. 

14. The Commission requests, among other things, that the Court: (1) permanently 

restrain and enjoin Craigie from further violating the federal securities laws alleged in this 

Complaint; (2) order Craigie to pay civil monetary penalties; and (3) prohibit Craigie from acting 

as an officer or director of a publicly traded company. 

JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action, and venue lies in this District, 

pursuant to Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa]. Craigie, 

directly or indirectly, has made use of the means or instrumentalities of interstate commerce or of 

the mails in connection with the transactions, acts, practices, and courses of business alleged in 

this Complaint. Craigie maintains a residence in New York City, New York and Church & 

Dwight’s stock is registered on the New York Stock Exchange. Certain of the transactions, acts, 

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5 

practices, and courses of business occurred largely within the Southern District of New York 

where Craigie maintained a residence and did business during the events alleged in this 

Complaint. 

DEFENDANT 

16. James R. Craigie, age 70, resides in Miami Beach, Florida and New York City, 

New York. James Craigie served as Church & Dwight’s CEO from July 2004 through the end of 

2015. He also served as Church & Dwight’s Non-Executive Chairman of the Board of Directors 

from July 2007 through May 2019, as a non-independent board member from 2004 through 

2019, and as an independent board member from 2019 through May 2023. Craigie served as a 

board member of several other publicly traded companies during his career. 

RELATED ENTITY 

17. Church & Dwight Co., Inc. is a Delaware corporation with its principal place of 

business in Ewing, New Jersey. It is a manufacturer of consumer-packaged goods. Church & 

Dwight’s stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act 

and trades on the New York Stock Exchange under the ticker symbol “CHD.” 

FACTS 

Craigie and Executive Maintained a Close Personal Friendship 

18. Craigie served as Church & Dwight’s CEO for over eleven years, during which 

time the Company’s market capital increased by six times.  He also served as the Church & 

Dwight Board of Directors’ Non-Executive Chairman for nearly twelve years.  Craigie 

additionally served as a director of several other publicly traded companies, during his time as 

CEO and afterwards. 

19.   Around 2017, Craigie began to mentor Executive consistent with his practice of 

mentoring employees with growth potential. Shortly thereafter, Craigie formed a personal 

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friendship with Executive, who, at this time, was head of a Church & Dwight division. Over the 

next few years, Craigie and his spouse vacationed internationally with Executive and his spouse 

six times, traveling to eight countries on five continents. Craigie invited several other couples on 

these trips and generally paid for all guests’ business class airfare and luxury lodging. Craigie 

paid over $100,000 for Executive and his spouse to attend these vacations. 

20. Craigie and Executive, along with their spouses, also vacationed together 

domestically over long weekends, and Executive occasionally stayed at Craigie’s apartment in 

Miami. Craigie took Executive and his family on boat trips in New York, Connecticut, and 

Miami. 

21. Craigie did not take similar trips with or pay for travel for any other Church & 

Dwight personnel.  

Craigie Hid His Relationship with Executive from Church & Dwight 

22. At the time Craigie began his friendship with Executive in 2017, he was an 

experienced public company executive and board member. He knew, or should have known, the 

criteria that public company boards use to assess a director’s independence, as well as the factors 

that are important to that analysis. This included personal relationships with company executives. 

23. Despite this knowledge and experience, Craigie withheld, and instructed 

Executive to withhold, the nature of their relationship from Church & Dwight. He did this 

several times during their relationship, beginning immediately before their first international trip 

in January 2020, when Craigie asked Executive not to mention their upcoming vacation to 

anyone at Church & Dwight, and continuing until shortly before the Company learned of their 

relationship in early 2023. 

24. For example, in January 2021, Executive received a promotion, and was given an 

opportunity to make a presentation to Church & Dwight’s Board to introduce himself. Craigie 

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offered to help Executive prepare his Board presentation but also told Executive “do not mention 

me at all as it would make me appear biased toward you as the next CEO.” 

25. In July 2021, Craigie told another Church & Dwight board member that he would 

be “at a friend’s birthday bash” in a foreign country but he did not identify the “friend” as 

Executive, even though the other board member knew Executive. 

26. In January 2023, Craigie and Executive were on an international vacation together 

shortly before a Church & Dwight Board meeting. Craigie asked Executive where he was telling 

other Church & Dwight executives he was travelling so that Craigie would not reveal that he was 

in the same place. When Executive told Craigie that he had told Company executives he was 

travelling to a different location than where they were going, Craigie approved of Executive’s 

deception. 

Church & Dwight Affirmatively Determined that Craigie was Independent 
without Knowledge of His Relationship with Executive 

27. The New York Stock Exchange requires listed companies to affirmatively 

determine whether a director is independent. Church & Dwight complies with these requirements 

through its Corporate Governance Guidelines, which state: 

No director will be considered “independent” unless the Board of Directors 
affirmatively determines that the director has no material relationship with the 
Company (either directly or as partner, stockholder, or officer of an organization 
that has a relationship with the Company). When making “independence” 
determinations, the Board shall broadly consider all relevant facts and 
circumstances as well as any other facts and considerations specified by the NYSE 
and specified by the rules and regulations of SEC. 

28. Church & Dwight sends its board members questionnaires each year to gather 

information relevant to its independence determination. This is known as a “D&O 

Questionnaire.” The D&O Questionnaire is the primary and often only source of information 

reviewed by the General Counsel, Governance Committee, and Board to assess and determine 

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the independence of a director. Church & Dwight depends on individual board members to be 

honest, truthful, and forthright in their disclosures on the D&O Questionnaire. 

29. Information provided by directors in the D&O Questionnaire is used by the Board 

to determine independence, and that information is then incorporated into Church & Dwight’s 

annual proxy statement. 

30. After retiring as CEO in 2015, Craigie completed D&O Questionnaires for 

Church & Dwight each year but was considered a “non-independent” director because his recent 

tenure as CEO created a connection between himself and the Company. To become an 

independent director, the Board needed to affirmatively determine that Craigie did not have a 

material relationship with Church & Dwight by considering all relevant facts and circumstances. 

The Board relied substantially on Craigie to disclose any information that could affect this 

determination. Following a cooling-off period and after considering information provided by 

Craigie on the D&O Questionnaire, the Board determined that Craigie was independent as of 

January 2019 and January 2020, and shareholders elected Craigie as an independent director as 

of Church & Dwight’s 2020 annual shareholder meeting.  

31. In the following three years, 2021, 2022, and 2023, the D&O Questionnaires 

instructed recipients to “exercise great care” in completing the questionnaires and warned that 

directors can be subject to personal liability if the proxy statement misstates or omits a material 

fact. 

32. These D&O Questionnaires state that for a director to be independent, the Board 

must affirmatively determine that the director has no material relationship with the Company. 

The Questionnaires provided examples of “material relationships,” such as commercial, 

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industrial, banking, consulting, charitable, and familial relationships, and although the 

Questionnaires did not list friendships, they made clear the list of examples was not exhaustive.  

33. After listing these examples of material relationships, the D&O Questionnaires 

asked if directors have “any other relationship” with Church & Dwight or its management. In 

2021, 2022, and 2023, Craigie answered “no.” 

34. Church & Dwight’s Board affirmatively determined that Craigie met the criteria 

for independence based on his answers to the D&O Questionnaire in 2021 and 2022. 

35. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie was 

an independent director and that he met the independence requirements. 

36. Craigie was given an opportunity to review and comment on the 2021 and 2022 

proxy statements before they were published to correct any misstatements or omissions. Craigie 

did not provide Church & Dwight with any comments or edits when he reviewed these proxy 

statements, nor did he reveal his relationship with Executive. 

37. Church & Dwight discovered Craigie’s relationship with Executive before 

publishing its 2023 Proxy Statement, and Craigie’s “no” response was not incorporated into the 

2023 proxy statement. 

Craigie Knew or Should Have Known That His Friendship With Executive  
Was Relevant to His Director Independence 

38. Due to Craigie’s decades of experience serving as a public company CEO and 

board member, Craigie understood the importance of the D&O Questionnaire for determining 

director independence at Church & Dwight, and for public companies generally. He also 

understood that information provided in the D&O Questionnaire is ultimately incorporated into 

the proxy statement. 

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39. During the Relevant Period, Craigie was an independent board member at two 

other public companies and he completed D&O Questionnaires for these companies as well. 

40. These questionnaires contained similar questions to the Church & Dwight 

questionnaire. 

41. Craigie knew, or should have known, that the standard for independence is the 

same for all public companies listed on the New York Stock Exchange. The NASDAQ contains 

similar independence standards. The questions in the D&O Questionnaires from other companies 

further clarified what facts and circumstances Craigie should have considered when responding 

to the Church & Dwight questionnaire. 

42. In other D&O Questionnaires, Craigie was often more descriptive than in the 

Church & Dwight questionnaire and disclosed information that was informative, but not 

necessarily responsive, to the question. For example, on a D&O Questionnaire for Company A, 

Craigie disclosed that Company B donated to a charity that he is involved with even though the 

question only asked about donations made by Company A. 

Church & Dwight’s CEO Search 

43. In early 2022, Church & Dwight’s CEO informed the Board that he was 

considering retirement no earlier than the end of 2023. The Board established a CEO succession 

committee (“CEO Committee”) to assess the viability of internal candidates, including 

Executive. 

44. The CEO Committee was comprised exclusively of a subset of independent 

directors but did not include Craigie. All directors, including Craigie and Church & Dwight’s 

CEO (the sole non-independent director on the Board), were encouraged to participate in the 

process and were instructed to keep the process confidential.  

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45. Craigie had previously communicated to Executive on several occasions that he 

believed Executive had the potential, with further seasoning and experience, to be a future CEO 

of Church & Dwight and that he wanted to help Executive become the CEO.  

46. Although Craigie believed Executive had legitimate CEO potential, at a Board 

meeting in August 2022, Craigie, among other Board members, voiced concern about the 

internal candidates, including Executive.  

47. The Board ultimately decided to retain an outside search firm to conduct a 

benchmarking exercise. Once retained in December 2022, the outside search firm asked Board 

members to suggest any external CEO candidates. 

48. Craigie informed Executive of the confidential external search process around this 

time. Craigie believes that he disclosed the search to Executive in an effort to persuade Executive 

not to resign from Church & Dwight. However, Board members had been instructed to keep the 

search confidential and Craigie did not disclose to the Board that he told Executive about the 

succession process. 

49. While on an international vacation together, Craigie and Executive reached out to 

Executive’s close friend and former supervisor (“the Friend”) to solicit the Friend’s interest in 

becoming a CEO candidate. The Friend had previously met Craigie when they both attended an 

international trip with Executive and Executive’s other friends to celebrate Executive’s milestone 

birthday.   

50. Craigie sent the Friend’s resume to the director leading the CEO Committee and 

indicated that he believed the Friend could be a good short-term option while the internal 

candidates gained more experience and seasoning. Craigie did not disclose (a) that the Friend 

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was Executive’s former supervisor; (b) that he had met Friend while attending Executive’s 

birthday vacation; or (c) his friendship with Executive. 

51. Craigie privately expressed to Executive that if the Friend were hired, the other 

internal candidate may leave Church & Dwight. This would provide an opportunity for 

Executive eventually to succeed the Friend as CEO. 

52. The Friend ultimately became a strong candidate for the CEO role before the 

Board became aware of Craigie and Executive’s friendship. 

Church & Dwight Becomes Aware of Craigie and Executive’s Friendship;  
Halts CEO Search Process and Forms a Special Committee to Evaluate 

53. In February 2023, Church & Dwight became aware of Craigie’s relationship with 

Executive. The Board then formed a Special Committee to gather additional facts necessary to 

assess Craigie’s conduct. Church & Dwight’s CEO postponed his retirement indefinitely and 

Church & Dwight halted the CEO succession process to allow the Board to reconsider how to 

structure the process in a way to eliminate bias. 

54. The Special Committee found that Craigie failed to disclose his close personal 

friendship with Executive and disclosed confidential information about the CEO search, which 

he may have done to influence the CEO search to Executive’s long-term advantage. As a result 

of this conduct, the Board determined that Craigie violated his obligations of confidentiality 

and candor under Church & Dwight’s Code of Conduct. 

55. The Board determined that Craigie was no longer considered an independent 

director. Church & Dwight made this disclosure in its 2023 proxy statement. 

Craigie Sends Handwritten Note to Executive During Investigation 

56. In March 2023, the SEC was investigating Craigie’s relationship with Executive, 

and Craigie was aware of the investigation. Despite a document retention notice from Church & 

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Dwight and an instruction not to communicate with other parties, including Executive, Craigie 

sent a letter to Executive discussing matters relevant to the SEC’s investigation. Craigie’s letter 

indicated that Executive should discard the letter after reading it. 

As a Result of Mr. Craigie’s Conduct, Church & Dwight’s  
2021 and 2022 Proxy Statements were Materially Misleading 

57. Section 14(a) of the Exchange Act prohibits any person from acting in 

contravention of the Commission’s rules and regulations “to solicit or to permit the use of his 

name to solicit any proxy . . . in respect of any security . . . registered pursuant to Section 12” of 

the Exchange Act. Rule 14a-9 thereunder prohibits the use of proxy statements containing 

materially false or misleading statements or materially misleading omissions. 

58. Church & Dwight files an annual Schedule 14A proxy statement in accordance 

with Regulation 14A [17 C.F.R. § 240] and Regulation S-K [17 C.F.R. § 229]. Item 407 of 

Regulation S-K requires Church & Dwight to identify each director that is independent under the 

applicable independence standards. 

59. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie 

was an independent director. The proxy statements also represented that Church & Dwight 

had affirmatively determined that Craigie met the requirements to be an independent director 

within the meaning of the New York Stock Exchange listing standards and under the Church 

& Dwight’s Corporate Governance Guidelines. 

60. At the time it filed its 2021 and 2022 proxy statements, Church & Dwight was 

unaware of Craigie’s relationship with Executive due to Craigie’s concealment of the 

relationship. As a result of Craigie’s concealment, Church & Dwight’s proxy statements in 2021 

and 2022 contained misstatements of material fact when they represented that Craigie was an 

independent director. 

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61. Whether a director is “independent” is material to shareholders because 

shareholders expect independent directors to exercise autonomous judgment in their decision 

making that is free from any conflicts of interest. 

62. Craigie is directly liable for these misstatements because he failed to disclose his 

relationship to Executive in the D&O Questionnaires, which resulted in the material 

misstatements in the 2021 and 2022 proxy statements regarding independence. Craigie then 

permitted his name to be used in the proxy statements in connection with Church & Dwight’s 

annual proxy solicitations. Craigie, as a Church & Dwight director nominee in 2021 and 2022, 

violated Section 14(a) of the Exchange Act and Rule 14a-9 thereunder, by failing to disclose 

information relevant to the independence determination and then permitting his name to be used 

in connection with Church & Dwight’s proxy solicitation. 

63. There was substantial connection between Craigie and the proxy solicitation effort 

because Craigie controlled the content of Church & Dwight’s 2021 and 2022 proxy statements 

related to his independence. He failed to disclose his relationship with Executive in the D&O 

Questionnaire, which affected the content of the proxy statement related to his independence. In 

addition, the misleading proxy statement disclosure benefited Craigie because being re-elected as 

an independent director allowed Craigie to participate substantively in the CEO succession 

process, without disclosing his relationship with Executive even though Executive was a CEO 

candidate. 

COUNT I 

Violation of Section 14(a) and Rule 14a-9 of the Exchange Act [15 U.S.C. § 78n(a)] 

64. The SEC re-alleges and incorporates by reference the allegations set forth in 

Paragraphs 1 through 63 above. 

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65. By engaging in the conduct described above, Craigie directly or indirectly, by use 

of mails, or the means or instrumentalities of interstate commerce or any facility of a national 

securities exchange, or otherwise, in contravention of Rule 14a-9 of the Exchange Act, solicited 

or permitted the use of his name to solicit proxies, consents, or authorizations in respect of non-

exempt securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 U.S.C. 

§ 78l], by means of a proxy statement, form of proxy statement, notice of meeting and other 

communications that contained statements, which, at the time and in the light of the 

circumstances under which they were made, were false or misleading with respect to material 

facts or which omitted to state material facts necessary in order to make the statements made 

therein not false or misleading or necessary to correct statements in earlier communications with 

respect to the solicitation of a proxy for the same meeting or subject matter which became false 

or misleading. 

66. By engaging in the foregoing conduct, Craigie violated, and unless enjoined will 

likely again violate, Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder 

[17 C.F.R. § 240.17a-9]. 

RELIEF REQUESTED 

WHEREFORE, the SEC respectfully requests that this Court enter a Final Judgment: 

I. 

Finding that Craigie committed the violations alleged herein. 

II. 

Permanently restraining and enjoining Craigie from violating Exchange Act Section 14(a) 

[15 U.S.C. § 78n(a)] and Exchange Act Rule 14a-9 thereunder [17 C.F.R. § 240.17a-9]. 

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III. 

Ordering Craigie to pay civil penalties pursuant to Exchange Act Section 21(d)(3) [15 

U.S.C. § 78u(d)(3)]. 

IV. 

Enter an order, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] 

and this Court’s inherent equitable powers, barring Craigie from serving as an officer or director 

of any issuer having a class of securities registered with the Commission pursuant to Section 12 

of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) 

of the Exchange Act [15 U.S.C. § 78o(d)], as appropriate or necessary for the benefit of 

investors. 

V. 

Granting such other and further relief that this Court deems just, equitable, or necessary 

in connection with the enforcement of the federal securities laws and for the protection of 

investors. 

 

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17 

 Respectfully submitted, 

Dated: September 30, 2024
  Washington, DC 

SECURITIES AND EXCHANGE COMMISSION 

 By: 
  /s/ Derek S. Bentsen  

  Derek Bentsen 
David Nasse 
 Elliot J. Weingarten 
 James Valentino 
 U.S. SECURITIES AND EXCHANGE COMMISSION 
 100 F Street, NE 
 Washington, D.C. 20549 
 Tel: 202-551-6426 
 Email: [email protected] 
  
 Attorneys for Plaintiff 

  

 

Case 1:24-cv-07382     Document 1     Filed 09/30/24     Page 17 of 17


	SUMMARY
	1. This case arises from Defendant James Craigie’s failure to disclose information to Church & Dwight Co., Inc.’s (“Church & Dwight” or the “Company”) Board of Directors that was relevant to the Board determining whether Craigie met the criteria to be...
	2. James Craigie was appointed as Church & Dwight’s CEO in 2004 and held that role for over eleven years. He served on Church & Dwight’s Board of Directors as its Non-Executive Chairman from 2007 to 2019 and as a non-independent director from 2004 to ...
	3. To become an independent director, the Board needed to affirmatively determine that Craigie did not have a material relationship with Church & Dwight by considering all relevant facts and circumstances. The Board relied substantially on Craigie to ...
	4. From January 1, 2020 through March 17, 2023 (the “Relevant Period”), Craigie failed to disclose that he maintained a close personal friendship with a Church & Dwight executive (“Executive”). Craigie and Executive, along with their spouses, had been...
	5. Craigie did not disclose his relationship with Executive to Church & Dwight through the director independence process or otherwise. Moreover, Craigie asked Executive not to tell anyone at the Company about the nature of their relationship because C...
	6. In early 2022, Church & Dwight’s CEO informed the Board of Directors that he was considering retiring no earlier than the end of 2023.  The Board of Directors then began evaluating internal candidates, including Executive to replace its current CEO...
	7. At a Board meeting in August 2022, Craigie, among other Board members, voiced concern about the internal candidates, including Executive.
	8. Around this time, Craigie disclosed the CEO succession process to Executive. Craigie believes that he made this disclosure to persuade Executive not to resign from the Company after Executive confided to Craigie that he was thinking of resigning. H...
	9. The Board of Directors ultimately decided to retain an outside search firm to conduct a benchmarking exercise. Once retained, the outside search firm asked Board members to suggest any external CEO candidates. Craigie suggested a qualified external...
	10. In early 2023, Church & Dwight learned of Craigie’s relationship with Executive. Church & Dwight’s Board determined that by not disclosing this relationship, Craigie had violated his obligations of candor and confidentiality under the Company’s Co...
	11. In its 2021 and 2022 proxy statements, Church & Dwight represented Craigie as an independent director because it was unaware of his relationship with Executive, due to Craigie’s failure to disclose his relationship with Executive. As a result, Chu...
	12. Craigie is directly liable for these misstatements because he permitted his name to be used in the proxy statements and there is a substantial connection between the use of his name and the solicitation effort. Craigie controlled the content of Ch...
	VIOLATIONS
	13. By his actions, Craigie violated the proxy disclosure provisions of the federal securities laws. Specifically, Craigie violated Exchange Act Section 14(a) [15 U.S.C.§ 78n(a)] and Exchange Act Rule 14a-9 [17 C.F.R. §240.14a-9].
	14. The Commission requests, among other things, that the Court: (1) permanently restrain and enjoin Craigie from further violating the federal securities laws alleged in this Complaint; (2) order Craigie to pay civil monetary penalties; and (3) prohi...
	JURISDICTION AND VENUE
	15. This Court has jurisdiction over this action, and venue lies in this District, pursuant to Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa]. Craigie, directly or indirectly, has made use of the means or instrumentalities of inters...
	DEFENDANT
	16. James R. Craigie, age 70, resides in Miami Beach, Florida and New York City, New York. James Craigie served as Church & Dwight’s CEO from July 2004 through the end of 2015. He also served as Church & Dwight’s Non-Executive Chairman of the Board of...
	RELATED ENTITY
	17. Church & Dwight Co., Inc. is a Delaware corporation with its principal place of business in Ewing, New Jersey. It is a manufacturer of consumer-packaged goods. Church & Dwight’s stock is registered with the Commission pursuant to Section 12(b) of ...
	FACTS
	18. Craigie served as Church & Dwight’s CEO for over eleven years, during which time the Company’s market capital increased by six times.  He also served as the Church & Dwight Board of Directors’ Non-Executive Chairman for nearly twelve years.  Craig...
	19.   Around 2017, Craigie began to mentor Executive consistent with his practice of mentoring employees with growth potential. Shortly thereafter, Craigie formed a personal friendship with Executive, who, at this time, was head of a Church & Dwight d...
	20. Craigie and Executive, along with their spouses, also vacationed together domestically over long weekends, and Executive occasionally stayed at Craigie’s apartment in Miami. Craigie took Executive and his family on boat trips in New York, Connecti...
	21. Craigie did not take similar trips with or pay for travel for any other Church & Dwight personnel.
	Craigie Hid His Relationship with Executive from Church & Dwight
	22. At the time Craigie began his friendship with Executive in 2017, he was an experienced public company executive and board member. He knew, or should have known, the criteria that public company boards use to assess a director’s independence, as we...
	23. Despite this knowledge and experience, Craigie withheld, and instructed Executive to withhold, the nature of their relationship from Church & Dwight. He did this several times during their relationship, beginning immediately before their first int...
	24. For example, in January 2021, Executive received a promotion, and was given an opportunity to make a presentation to Church & Dwight’s Board to introduce himself. Craigie offered to help Executive prepare his Board presentation but also told Execu...
	25. In July 2021, Craigie told another Church & Dwight board member that he would be “at a friend’s birthday bash” in a foreign country but he did not identify the “friend” as Executive, even though the other board member knew Executive.
	26. In January 2023, Craigie and Executive were on an international vacation together shortly before a Church & Dwight Board meeting. Craigie asked Executive where he was telling other Church & Dwight executives he was travelling so that Craigie would...
	Church & Dwight Affirmatively Determined that Craigie was Independent without Knowledge of His Relationship with Executive
	27. The New York Stock Exchange requires listed companies to affirmatively determine whether a director is independent. Church & Dwight complies with these requirements through its Corporate Governance Guidelines, which state:
	28. Church & Dwight sends its board members questionnaires each year to gather information relevant to its independence determination. This is known as a “D&O Questionnaire.” The D&O Questionnaire is the primary and often only source of information re...
	29. Information provided by directors in the D&O Questionnaire is used by the Board to determine independence, and that information is then incorporated into Church & Dwight’s annual proxy statement.
	30. After retiring as CEO in 2015, Craigie completed D&O Questionnaires for Church & Dwight each year but was considered a “non-independent” director because his recent tenure as CEO created a connection between himself and the Company. To become an i...
	31. In the following three years, 2021, 2022, and 2023, the D&O Questionnaires instructed recipients to “exercise great care” in completing the questionnaires and warned that directors can be subject to personal liability if the proxy statement missta...
	32. These D&O Questionnaires state that for a director to be independent, the Board must affirmatively determine that the director has no material relationship with the Company. The Questionnaires provided examples of “material relationships,” such as...
	33. After listing these examples of material relationships, the D&O Questionnaires asked if directors have “any other relationship” with Church & Dwight or its management. In 2021, 2022, and 2023, Craigie answered “no.”
	34. Church & Dwight’s Board affirmatively determined that Craigie met the criteria for independence based on his answers to the D&O Questionnaire in 2021 and 2022.
	35. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie was an independent director and that he met the independence requirements.
	36. Craigie was given an opportunity to review and comment on the 2021 and 2022 proxy statements before they were published to correct any misstatements or omissions. Craigie did not provide Church & Dwight with any comments or edits when he reviewed ...
	37. Church & Dwight discovered Craigie’s relationship with Executive before publishing its 2023 Proxy Statement, and Craigie’s “no” response was not incorporated into the 2023 proxy statement.
	Craigie Knew or Should Have Known That His Friendship With Executive  Was Relevant to His Director Independence
	38. Due to Craigie’s decades of experience serving as a public company CEO and board member, Craigie understood the importance of the D&O Questionnaire for determining director independence at Church & Dwight, and for public companies generally. He al...
	39. During the Relevant Period, Craigie was an independent board member at two other public companies and he completed D&O Questionnaires for these companies as well.
	40. These questionnaires contained similar questions to the Church & Dwight questionnaire.
	41. Craigie knew, or should have known, that the standard for independence is the same for all public companies listed on the New York Stock Exchange. The NASDAQ contains similar independence standards. The questions in the D&O Questionnaires from oth...
	42. In other D&O Questionnaires, Craigie was often more descriptive than in the Church & Dwight questionnaire and disclosed information that was informative, but not necessarily responsive, to the question. For example, on a D&O Questionnaire for Comp...
	Church & Dwight’s CEO Search
	43. In early 2022, Church & Dwight’s CEO informed the Board that he was considering retirement no earlier than the end of 2023. The Board established a CEO succession committee (“CEO Committee”) to assess the viability of internal candidates, includin...
	44. The CEO Committee was comprised exclusively of a subset of independent directors but did not include Craigie. All directors, including Craigie and Church & Dwight’s CEO (the sole non-independent director on the Board), were encouraged to participa...
	45. Craigie had previously communicated to Executive on several occasions that he believed Executive had the potential, with further seasoning and experience, to be a future CEO of Church & Dwight and that he wanted to help Executive become the CEO.
	46. Although Craigie believed Executive had legitimate CEO potential, at a Board meeting in August 2022, Craigie, among other Board members, voiced concern about the internal candidates, including Executive.
	47. The Board ultimately decided to retain an outside search firm to conduct a benchmarking exercise. Once retained in December 2022, the outside search firm asked Board members to suggest any external CEO candidates.
	48. Craigie informed Executive of the confidential external search process around this time. Craigie believes that he disclosed the search to Executive in an effort to persuade Executive not to resign from Church & Dwight. However, Board members had b...
	49. While on an international vacation together, Craigie and Executive reached out to Executive’s close friend and former supervisor (“the Friend”) to solicit the Friend’s interest in becoming a CEO candidate. The Friend had previously met Craigie whe...
	50. Craigie sent the Friend’s resume to the director leading the CEO Committee and indicated that he believed the Friend could be a good short-term option while the internal candidates gained more experience and seasoning. Craigie did not disclose (a)...
	51. Craigie privately expressed to Executive that if the Friend were hired, the other internal candidate may leave Church & Dwight. This would provide an opportunity for Executive eventually to succeed the Friend as CEO.
	52. The Friend ultimately became a strong candidate for the CEO role before the Board became aware of Craigie and Executive’s friendship.
	Church & Dwight Becomes Aware of Craigie and Executive’s Friendship;  Halts CEO Search Process and Forms a Special Committee to Evaluate
	53. In February 2023, Church & Dwight became aware of Craigie’s relationship with Executive. The Board then formed a Special Committee to gather additional facts necessary to assess Craigie’s conduct. Church & Dwight’s CEO postponed his retirement ind...
	54. The Special Committee found that Craigie failed to disclose his close personal friendship with Executive and disclosed confidential information about the CEO search, which he may have done to influence the CEO search to Executive’s long-term advan...
	55. The Board determined that Craigie was no longer considered an independent director. Church & Dwight made this disclosure in its 2023 proxy statement.
	Craigie Sends Handwritten Note to Executive During Investigation
	56. In March 2023, the SEC was investigating Craigie’s relationship with Executive, and Craigie was aware of the investigation. Despite a document retention notice from Church & Dwight and an instruction not to communicate with other parties, includin...
	As a Result of Mr. Craigie’s Conduct, Church & Dwight’s  2021 and 2022 Proxy Statements were Materially Misleading
	57. Section 14(a) of the Exchange Act prohibits any person from acting in contravention of the Commission’s rules and regulations “to solicit or to permit the use of his name to solicit any proxy . . . in respect of any security . . . registered pursu...
	58. Church & Dwight files an annual Schedule 14A proxy statement in accordance with Regulation 14A [17 C.F.R. § 240] and Regulation S-K [17 C.F.R. § 229]. Item 407 of Regulation S-K requires Church & Dwight to identify each director that is independen...
	59. Church & Dwight’s 2021 and 2022 proxy statements represented that Craigie was an independent director. The proxy statements also represented that Church & Dwight had affirmatively determined that Craigie met the requirements to be an independent d...
	60. At the time it filed its 2021 and 2022 proxy statements, Church & Dwight was unaware of Craigie’s relationship with Executive due to Craigie’s concealment of the relationship. As a result of Craigie’s concealment, Church & Dwight’s proxy statement...
	61. Whether a director is “independent” is material to shareholders because shareholders expect independent directors to exercise autonomous judgment in their decision making that is free from any conflicts of interest.
	62. Craigie is directly liable for these misstatements because he failed to disclose his relationship to Executive in the D&O Questionnaires, which resulted in the material misstatements in the 2021 and 2022 proxy statements regarding independence. Cr...
	63. There was substantial connection between Craigie and the proxy solicitation effort because Craigie controlled the content of Church & Dwight’s 2021 and 2022 proxy statements related to his independence. He failed to disclose his relationship with ...
	COUNT I
	Violation of Section 14(a) and Rule 14a-9 of the Exchange Act [15 U.S.C. § 78n(a)]
	64. The SEC re-alleges and incorporates by reference the allegations set forth in Paragraphs 1 through 63 above.
	65. By engaging in the conduct described above, Craigie directly or indirectly, by use of mails, or the means or instrumentalities of interstate commerce or any facility of a national securities exchange, or otherwise, in contravention of Rule 14a-9 o...
	66. By engaging in the foregoing conduct, Craigie violated, and unless enjoined will likely again violate, Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. § 240.17a-9].
	RELIEF REQUESTED