SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑þ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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| ☐ | | Preliminary Proxy Statement |
| ☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | | Definitive Proxy Statement |
| ☐ | | Definitive Additional Materials |
| ☐ | | Soliciting Material Pursuant to §240.14a-12 |
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| Becton, Dickinson and Company |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box)all boxes that apply): |
| ☑ | | No fee required. |
| ☐ | | Fee paid previously with preliminary materials. |
| ☐ | | Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | | Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417-1880 www.bd.com |
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| December 14, 2023 Dear fellow shareholders: As advanced technology and innovation continue to redefine the future of industries, BD is accelerating the integration of robotics, AI, automation and other technologies that have the potential to transform care. Our teams are harnessing this power to deliver innovations that make healthcare simpler, more connected and more accessible. In fiscal year 2023, we delivered another year of consistent performance as a result of continued execution on our BD 2025 strategy to Grow, Simplify and Empower our company. This strategy is fueling our acceleration into a more innovative, agile MedTech leader that is making great contributions to society, delivering great performance and confirming BD is a great place to work. Through our focus on execution, we are repositioning BD into higher-growth markets and achieving consistent, strong financial performance, as we seek to deliver sustained value for all stakeholders through challenging macroenvironments. Our growth strategy has led to new innovations that benefit researchers, providers and patients, and our differentiated medical technologies are improving the efficiency of healthcare and the lives of patients around the world. Notably, we delivered on our top priority as a company – obtaining 510(k) clearance for the updated BD Alaris™ Infusion System – bringing this best-in-class device to our customers and their patients who rely on us. We launched 27 new products this year, completed the integration of Parata Systems – which is now part of our Pharmacy Automation business – and are helping to discover new treatments and insights through technologies like BD FACSDiscoverTM S8 Cell Sorter. We are also empowering the delivery of new biologics, such as the growing drug class of GLP-1s for diabetes and weight loss, delivered through our injection solutions. Integral to our success is our cultural foundation, The BD WAY, and our passion to deliver on our purpose of advancing the world of health™. This year, we made meaningful and measurable progress on our environmental, social and governance (ESG) strategy, Together We Advance, from reducing our environmental footprint and addressing the sustainability needs of our customers, to empowering our diverse and thriving workforce. We continue to address health disparities by advancing health equity in under-resourced areas of the world. We have an opportunity to not just develop meaningful healthcare technologies, but to help make these innovations available to people regardless of geography, demographics or socioeconomic status. Behind these achievements is the dedication of our more than 70,000 global associates whose brilliance, passion and hard work is bringing life-changing products and solutions to patients and providers in every corner of the world, every day. As we look ahead, we will remain disciplined in executing BD 2025, advancing impactful innovation and our shift into higher growth markets, accelerating our cost leadership, and continuing to deliver on quality and service excellence. We will maintain our disciplined and balanced capital deployment framework, which allows us to support investments in growth while returning capital to shareholders, and seek to continue our long-standing recognition as a member of the S&P 500 Dividend Aristocrats Index, having announced our 52nd consecutive year of dividend increases. I’m confident that we’re advancing in the right areas to capitalize on the opportunities ahead, position ourselves well for sustained performance and contribute meaningfully to healthcare globally. Thank you for your continued support of BD. We look forward to your participation in the 2024 Annual Meeting of Shareholders. Sincerely, Tom Polen Chairman, Chief Executive Officer and President |
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| 2024 Notice of Annual Meeting and Proxy Statement | 1 |
Table of contents
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Notice of annual meeting of shareholders
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| | ☐ | | Fee paid previously with preliminary materials.January 23, 2024 |
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☐Time: | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.1:00 p.m. Eastern Standard Time |
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| Location: | | (1) | | Amount Previously Paid: |
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| | | | The Breakers Palm Beach 1 South County Road Palm Beach, Florida |
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| Record Date: | | (2) | | Form, Schedule or Registration Statement No.: |
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| | | | December 4, 2023 |
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
www.bd.com
December 14, 2017
Dear Fellow Shareholders:
You are cordially invited to attend the 2018The Annual Meeting of Shareholders of Becton, Dickinson and Company, a New Jersey corporation (“BD”) to, will be held on Tuesday, January 23, 2024, at 1:00 p.m. EST on Tuesday, January 23, 2018Eastern Standard Time ("EST"), at The Breakers Palm Beach, 1 South County Road, Palm Beach, Florida (the “2024 Annual Meeting”).
At the
Four Seasons Hotel New York, 57 East 57th Street, New York, New York.The accompanying notice of meeting and proxy statement describe the matters to be acted upon at the meeting. We also will report on matters of interest to BD shareholders.
Your vote is important. Whether or not you plan to attend the2024 Annual Meeting, in person, we encourage you to vote so that your sharesshareholders will be representedconsider and voted atact upon the meeting. You may vote by proxy on the Internet or by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided. You may also vote in person at the Annual Meeting.
Thank you for your continued support of BD.
following proposals: |
Sincerely, |
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Vincent A. Forlenza
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Chairman and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
December 14, 2017
The 2018 Annual Meeting of Shareholders of Becton, Dickinson and Company (“BD”) will be held as follows:
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DATE: | | Tuesday, January 23, 2018 |
TIME:1. | | 1:00 p.m. EST |
LOCATION: | | Four Seasons Hotel New York
57 East 57th Street
New York, New York
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PURPOSE: | | To consider and act upon the following proposals: |
| | 1. The election as directors of the thirteeneleven nominees named in the attached proxy statement for aone-year term;
term |
| 2. | | 2. The ratification of the selection of the independent registered public accounting firm;
firm |
| 3. | | 3. An advisory vote to approve named executive officer compensation;
compensation |
| | 4. A shareholder proposal to amend BD’s proxy accessby-law, if properly presented at the meeting; and
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| | 5. Such other business as may properly come before the meeting or any adjournment or postponement thereof.
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Shares represented by
We will also transact such other business as may properly
executed proxies will be voted in accordance withcome before the
instructions specified therein. Shares represented by properly executed proxies that do not provide specific voting instructions will be voted in accordance with the recommendations of BD’s Board of Directors set forth in the accompanying proxy statement.Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Shareholders to be held on January 23, 2018. BD’s proxy statement and 2017 Annual Report, which includes BD’s consolidated financial statements, are available atwww.edocumentview.com/BDX.
meeting, or any adjournment or postponement thereof.
Shareholders of record
atas of the close of business on December
8, 2017 will be4, 2023 are entitled to
attendnotice of and
to vote at the
meeting. |
By order of the Board of Directors, |
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Gary DeFazio |
Senior Vice President and Corporate Secretary |
YOU CAN VOTE BY PROXY OR SUBMIT VOTING INSTRUCTIONS IN
ONE OF THREE WAYS:
Visit the website noted on your proxy/voting instruction card.
Use the telephone number noted on your proxy/voting instruction card.
Promptly return your signed and dated proxy/voting instruction card in the envelope provided.
PROXY STATEMENT
2018 ANNUAL MEETING OF SHAREHOLDERS
Tuesday, January 23, 2018
BECTON, DICKINSON AND COMPANY
1 Becton Drive
Franklin Lakes, New Jersey 07417-1880
GENERAL INFORMATION
Proxy solicitation
2024 Annual Meeting (or any adjournment or postponement thereof). These proxy materials are being mailed or otherwise sent to shareholders of Becton, Dickinson and Company (“BD”)BD on or about December 14, 20172023.
By order of the Board of Directors,
Gary DeFazio
Senior Vice President and Corporate Secretary
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| How To Vote |
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| By Mail | By Telephone | Online |
Sign, complete and return the
proxy card in the postage-paid
envelope provided | 1-800-652-8683 | www.envisionreports.com/BDX |
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| Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on January 23, 2024: BD’s proxy statement and 2023 Annual Report to Shareholders, which includes BD’s consolidated financial statements, are available at www.edocumentview.com/BDX. |
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| 2024 Notice of Annual Meeting and Proxy Statement | 3 |
Proxy statement overview
This summary highlights information contained elsewhere in connectionthis proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.
Proposals to be considered at the 2024 annual meeting
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| Proposal | Board Recommendation |
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| 1. | The election as directors of the eleven nominees named in the attached proxy statement for a one-year term | | FOR each of the nominees fordirector |
| 2. | The ratification of the selection of the independent registered public accounting firm | | FOR |
| 3. | An advisory vote to approve named executive officer compensation | | FOR |
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BD is an innovative medtech leader with global reach and scale addressing healthcare’s most pressing challenges
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| 190+ countries served | | | 34B+ devices made annually |
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| ~6% of sales annual R&D investment | | 33,000+ active patents |
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| FY23 Revenues by Segment | FY23 Revenues by Region |
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Note: Percentages in above tables are rounded.
The BD 2025 strategy positions us to drive future value creation.
2023 financial performance*
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$19.4B Total Revenues | $5.10 Reported EPS $12.21 Adjusted EPS | ~$3.0B Operating Cash Flow |
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| Multi-year execution of BD 2025 strategy yields consistent growth and margin improvement | Through our team’s focused execution, we drove significant margin expansion and delivered strong double-digit, currency-neutral, EPS growth, despite a challenging macroeconomic environment. •Delivered on our number one priority – obtaining FDA clearance for the updated BD Alaris™ Infusion System. •Significantly advanced our innovation pipeline, launching 27 key new products that benefit researchers, providers, and patients – integrating AI, robotics, and other advanced technologies. •Reported FY23 revenues increased 2.7%, while base business revenues (which excludes COVID-19 only diagnostic testing)* increased 5.1% reported, and increased 7.0% currency-neutral*. •Reported FY23 earnings per share ("EPS") from continuing operations was $5.10, and adjusted EPS from continuing operations* was $12.21. |
| Our disciplined and strategic capital allocation plan continues to provide value creation opportunities | Purposeful and balanced investments help fuel growth, maintain financial flexibility and return capital to shareholders. •R&D spending of $1.2 billion, to advance our pipeline of innovative programs that will support our strong growth profile in 2024 and beyond. •Paid down approximately $700 million of long-term debt, pursuant to our balanced capital allocation framework and our commitment to reduce outstanding long-term debt. •Ended year with a net leverage* ratio of 2.6 times - our strongest since 2021, which positions us well to capitalize on opportunities to accelerate our investment in higher-growth categories through our tuck-in M&A strategy. •Returned approximately $1.1 billion to shareholders during the year through dividends, continuing our long-standing recognition as a member of the S&P 500 Dividend Aristocrats index. |
| Simplification of portfolio driving operational excellence and creating shareholder value | •Successfully completed the divestiture of our former Surgical Instrumentation Platform, allowing for reallocation of resources towards more strategic, higher-growth areas. •Progressed Project RECODE network and portfolio rationalization programs, having now streamlined our portfolio by 20% compared to 2019, achieving our goal laid out at our 2021 Investor Day two years early. |
* We refer above to certain financial measures that do not conform to generally accepted accounting principles ("GAAP"). Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the solicitationcomparable GAAP financial measures. Financial information presented in the tables reflect BD’s results on a continuing operations basis.
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| 2024 Notice of Annual Meeting and Proxy Statement | 5 |
ESG — Together We Advance
BD’s strategic initiative to advance environmental, social and governance (“ESG”) matters – Together We Advance – was launched in early fiscal year 2022. The Together We Advance initiative focuses on enhancing stewardship of proxiesthe company, the planet, communities and human health, which serves as a framework through which BD addresses the most relevant ESG issues for BD and its stakeholders. BD has made commitments in five areas where we see the most opportunity to create meaningful change over the next decade: climate change, product impact, a responsible supply chain, a healthy workforce and community, and transparency. For more information regarding BD's ESG strategy and 2030+ ESG goals, see page 31 and our 2022 ESG Report, which is available at www.bd.com/en-us/about-bd/esg#sustainabiity. Our 2022 ESG Report is not part of, or incorporated by reference into, this proxy statement.
As part of our continued commitment to transparency and progress on driving inclusion and equity throughout the company, we publish our Global Inclusion, Diversity and Equity Report, which summarizes BD's inclusion, diversity and equity ("ID&E") accomplishments and highlights the ways that inclusion is central to our culture. Our most recently filed U.S. Federal Employment Information Report (EEO-1) and our latest Global Inclusion, Diversity and Equity Report are each available at www.bd.com/en-us/about-bd/esg#inclusiondiversityequity, which are not part of, or incorporated by reference into, this proxy statement. For additional information regarding our ID&E efforts, including pay equity, see page 34.
For additional information regarding our ESG Reports, see “Note About Website and ESG Reports,” on page 35.
Proposals to be considered at the 2024 annual meeting
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Proposal 1 | Election of directors |
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |
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A more detailed discussion of this proposal and related disclosures can be found beginning on page 12.
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| Director Nominee Name | Age | Director
Since | Committee Membership |
| AC | CHCC | QRC | CGNC |
William M. Brown  Former Chairman and Chief Executive Officer, L3Harris Technologies | 61 | 2022 | | | | |
Catherine M. Burzik Former President and Chief Executive Officer, Kinetic Concepts, Inc. | 73 | 2013 | | | | |
Carrie L. Byington, M.D. Special Adviser to the President, University of California Health | 60 | 2021 | | | | |
R. Andrew Eckert Former Chief Executive Officer, Zelis Inc. | 62 | 2016 | | | | |
Claire M. Fraser, Ph.D.  Founding Director, Institute for Genome Sciences | 68 | 2006 | | | | |
Jeffrey W. Henderson Former Chief Financial Officer, Cardinal Health Inc. | 59 | 2018 | | | | |
Christopher Jones Former Chief Executive Officer, JWT Worldwide | 68 | 2010 | | | | |
Thomas E. Polen Chairman, Chief Executive Officer and President, BD | 50 | 2020 | | | | |
Timothy M. Ring Former Chairman and Chief Executive Officer, C. R. Bard, Inc. | 66 | 2017 | | | | |
Bertram L. Scott  Former Chief Executive Officer, Affinity Health Plan | 72 | 2002 | | | | |
Joanne Waldstreicher, M.D. Former Chief Medical Officer, Johnson & Johnson | 63 | 2023 | | | | |
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AC – Audit Committee CHCC – Compensation and Human Capital Committee QRC – Quality and Regulatory Committee CGNC – Corporate Governance and Nominating Committee | | | Chair |
| | Member |
| | Independent |
| | Lead Director |
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| 2024 Notice of Annual Meeting and Proxy Statement | 7 |
Nominee snapshot
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| Tenure | Age |
| > 10 years | | ≥ 70 years | |
| 5-10 years | | 61-69 years | |
| < 5 years | | ≤ 60 years | |
7.9years (average director tenure) | 63.8 years old (average director age) |
Nominee representation
Total Number of Nominees: 11
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| Female | Male |
| Director Nominees | 4 | 7 |
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| Number of Director Nominees who identify in Any of the Categories |
| African American or Black | — | 1 |
| Alaska Native or Native American | — | — |
| Asian | — | — |
| Hispanic, Latino or Spanish Origin | 1 | — |
| Native Hawaiian or Other Pacific Islander | — | — |
| White | 3 | 6 |
| Other | — | — |
| Two or More Races or Ethnicities | — | — |
| Did not Disclose Demographic Background | — | — |
Governance best practices
BD’s commitment to good corporate governance is embodied in our Statement of Corporate Governance Principles ("Governance Principles"). The Governance Principles set forth the BD Board of
Directors (the “Board”) for BD’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) to be held at 1:00 p.m. EST on Tuesday, January 23, 2018 at the Four Seasons Hotel New York, 57 East 57th Street, New York, New York.BD’s directorsDirector’s views and its officers and other BD associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies forpractices regarding a fee not to exceed $25,500 plus expenses. The cost of soliciting proxies will be borne by BD.
Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Shareholders to be held on January 23, 2018. This proxy statement and BD’s 2017 Annual Report to Shareholders are also available atwww.edocumentview.com/BDX.
Shareholders entitled to vote; Attendance at the 2018 Annual Meeting
Shareholders of record at the close of business on December 8, 2017 are entitled to notice of, and to vote at, the meeting. As of such date, there were 229,407,806 shares of BD common stock outstanding, each entitled to one vote.
If your shares are held in the name of a bank, broker or other nominee (also known as shares held in “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as a bank or brokerage account statement, to be admitted. BD may request appropriate identification for any person seeking to attend the meeting as a condition of admission.
Quorum; Required vote
The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Directors are elected by a majority of the votes cast at the meeting (Proposal 1). If an incumbent director receives a greater number of votes “against” the director’s election than votes “for” such election, the director must offer to submit his or her resignation,governance topics, and the Board will decide whether to acceptCorporate Governance and Nominating Committee (the "Governance Committee") assesses the offer to resignGovernance Principles on an ongoing basis in accordance with the process describedlight of current best practices.
The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found beginning on page 21 of this proxy statement. Approval of each of Proposal 2 (ratification36.
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| Corporate Governance Practices |
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•Annual election of directors •Majority voting standard for election of directors •10 out of 11 director nominees are independent •Robust lead director structure •Rigorous annual board self-evaluation and director renomination process •Shareholder right to call special meetings •Proxy access bylaw •Shareholder right to act by written consent •Restrictions on corporate political contributions •Annual report of charitable contributions •Director and executive officer share ownership requirements •Overboarding policy •No poison pill •Active shareholder engagement process •Mandatory director retirement policy •Robust director orientation and education process |
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Proposal 2 | Ratification of selection of independent registered public accounting firm |
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. |
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Ernst & Young LLP (“E&Y”) has been selected by the Audit Committee as the Company’s independent registered public accounting firm), Proposal 3 (advisory votefirm (referred to approve named executive compensation),herein as the “independent auditors”) for fiscal year 2024. The Audit Committee is solely responsible for the appointment, compensation, retention and Proposal 4 (shareholder proposal) requiresoversight of BD’s independent auditors. Shareholders are being asked to ratify the affirmative voteAudit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.
A representative of E&Y is expected to attend the 2024 Annual Meeting to respond to appropriate questions and will have the opportunity to make a majoritystatement.
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| 2024 Notice of Annual Meeting and Proxy Statement | 9 |
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Proposal 3 | Advisory vote to approve named executive officer compensation |
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3. |
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The Compensation and Human Capital Committee (the "Compensation Committee") believes the primary objective of the
votes cast atBD compensation program is to fully support the
meeting.Under New Jersey law, abstentionsstrategic business goal of delivering superior long-term shareholder returns through sustained profitable revenue growth, EPS growth, and shares that brokers do not havereturn on capital. As such, the authorityprogram is intended to vote in the absenceensure a high degree of timely instructions from the beneficial owners will not be counted as votes cast, and, accordingly, will have no effect on the outcome of the vote for any of the proposals.
How to vote
Shareholders of record may cast their votes at the meeting. In addition, shareholders of record may cast their votes by proxy, and participants in the BD plans described below may submit their voting instructions, by:
using the Internet and voting at the website listed on the enclosed proxy/voting instruction card (the “proxy card”);
using the telephone number listed on the proxy card; or
signing, completing and returning the proxy card in the postage-paid envelope provided.
Votes and voting instructions provided through the Internet and by telephone are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy,alignment between pay and the various plan participants to provide voting instructions,long-term value and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forthfinancial soundness of BD.
CEO target direct compensation mix
Our compensation objectives and practices
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| | What We Do | What We Don’t Do |
| Competitive Compensation Program | |  Use balanced mix of cash and equity compensation and annual and long-term incentives.Have an independent advisor engaged by our Compensation Committee to assist in designing our compensation program and making compensation decisions. |  No employment agreements with our executive officers. |
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| Pay for Performance | | Align executive compensation with the execution of our business strategy by using performance metrics that reward behaviors that support our business objectives and long-term shareholder value. Balance performance metrics in our incentive plans so that undue weight is not given to any one metric, and measure performance over annual and multi-year performance periods. IncorporateESG metrics relating to product quality and efforts to advance inclusion and diversity as a modifier of our annual incentive plan performance factor. | While we emphasize “at risk” pay tied to performance, our program does not encourage excessive risk-taking by management. No guaranteed incentive awards for executive officers. |
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| Strong Compensation Policies | | Robust share retention and ownership guidelines. Adopted Executive Officer Cash Severance Policy capping cash payments to executives upon termination under new arrangements to 2.99x salary plus bonus. “Double-trigger” change in control agreements with our executive officers, and double-trigger vesting provisions for equity compensation awards. Clawback policies tied to financial restatements or breaches of restrictive covenants.  Pre-established timing for annual equity awards. | No below market exercise prices or reload provisions for equity awards, and no repricing of equity awards without shareholder approval. Prohibition on pledging BD shares or hedging against the economic risk of ownership. No excise tax "gross-ups" in our change in control agreements. |
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The Compensation Discussion and Analysis beginning on the proxy card. If you vote through the Internet or by telephone, you do not need to return your proxy card.In order to be timely processed, voting instructions submitted by participants in BD’s Global Share Investment Program (the “GSIP”) must be received by 12:00 p.m. EST on January 17, 2018, and voting instructions submitted by participants in all other BD plans must be received by 12:00 p.m. EST on January 19, 2018. All proxies submitted by record holders through the Internet or by telephone must be received by 11:00 a.m. EST on January 23, 2018.If you are the beneficial ownerpage 47 of shares held in street name, you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by your nominee, or by following their instructions for voting through the Internet or by telephone. In the alternative, you may vote in person at the meeting if you obtain a valid proxy from your bank, broker or other nominee and present it at the meeting.
Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by properly executed proxies that do not specify voting instructions will be voted in accordance with the recommendations of the Board set forth in this proxy statement. If you hold your shares in street name, statement describes BD’s executive compensation program
and you do not provide voting instructions the compensation decisions made with respect to your bank, broker or other nominee, your nominee will not be permitted to vote your shares in its discretion on Proposals 1, 3, or 4, but may still be permitted to vote your shares in its discretion on Proposal 2.Participants in BD plans
Participants in the BD 401(k) Plan may instruct the 401(k) Plan trustee how to vote the shares of BD common stock allocated to their 401(k) accounts. Shares for which no voting instructions have been received by the 401(k) Plan trustee will be voted in the same proportion as those shares for which timely instructions are received.
Participants in BD’s Deferred Compensation and Retirement Benefit Restoration Plan (the “Restoration Plan”our Chief Executive Officer ("CEO"), the 1996 Directors’ Deferral Plan (the “Directors’ Deferral Plan”), and the GSIP (if so provided under the terms of the local country GSIP plan) may provide voting instructions for all shares of BD common stock allocated to their plan accounts. The trustees of these plans will vote the plan shares for which they do not receive instructions from participants in the same proportion as the plan shares for which they do receive instructions.
Proxies representing shares of BD common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by Computershare Trust Company, N.A. and any shares of BD common stock allocated to participants’ accounts under the plans mentioned above, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.
Revocation of proxies or change of instructions
A proxy given by a shareholder of record may be revoked or changed at any time before it is voted by:
sending written notice of revocation to the Corporate Secretary of BD at the address set forth above or delivering such notice at the meeting prior to the voting of the proxy,
delivering a proxy (by one of the methods described above under the heading “How to vote”) bearing a later date, or
voting in person by written ballot at the meeting.
Participants in the plans described above may change their voting instructions by delivering new voting instructions by one of the methods described above under the heading “How to vote.”
If you are the beneficial owner of shares held in street name, you may revoke or change your voting instructions in the manner provided by your bank, broker or other nominee, or you may vote in person at the meeting in the manner described above under the heading “How to vote.”
Other matters
The Board is not aware of any matters to be presented at the 2018 Annual Meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy card will vote on such matters in accordance with their best judgment.
OWNERSHIP OF BD COMMON STOCK
Securities owned by certain beneficial owners
The following table sets forth as of September 30, 2017, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD’s outstanding capital stock. This information is based on filings made by such persons with the Securities and Exchange Commission (“SEC”).
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Name and address of beneficial owner | | | | Title of Security | | | Amount and
nature of
beneficial ownership | | | Percent of class | |
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202 | | | | | Common Stock | | | | 30,142,561 | (1) | | | 13.1 | % |
| | | | | Depositary Shares | | | | 15,539,594 | (2) | | | 31.1 | % |
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022 | | | | | Common Stock | | | | 17,740,001 | (3) | | | 7.8 | % |
| | | | | Depositary Shares | | | | 4,809,557 | (4) | | | 9.7 | % |
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355 | | | | | Common Stock | | | | 17,587,014 | (5) | | | 7.7 | % |
(1) | The beneficial owner has sole dispositive power with respect to these shares and sole voting power with respect to 9,621,581 shares. |
(2) | The beneficial owner has sole dispositive power with respect to these shares, and sole voting power with respect to 4,137,990 shares. |
(3) | The beneficial owner has sole dispositive power with respect to these shares, and sole voting power with respect to 15,498,075 shares. |
(4) | The beneficial owner has sole dispositive power and voting power with respect to these shares. |
(5) | The beneficial owner has sole dispositive power with respect to 17,187,091 shares and shared dispositive power with respect to 399,923 shares, and sole voting power with respect to 345,159 shares and shared voting power with respect to 62,304 shares. |
Securities owned by directors, nominees and management
The following table sets forth as of December 1, 2017 information concerning the beneficial ownership of BD common stock by (i) each director and nominee, (ii) the executive officers named in the Summary Compensation Table on page 42, and (iii) all68.
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| 2024 Notice of Annual Meeting and Proxy Statement | 11 |
Proposal 1: Election of directors and executive officers as a group. In general, “beneficial ownership” includes those shares that an individual has the sole or shared power to vote or dispose of, including shares that may be acquired under outstanding equity compensation awards or otherwise within 60 days. Except as indicated in the footnotes to the table, each person has the sole power to vote and dispose
Members of the
shares he or she beneficially owns.BD has a policy that prohibits directors, officers and employees from pledging BD shares or engaging in transactions that are intended to hedge against the economic riskBoard of owning BD shares. None of BD’s directors or executive officers has pledged or hedged against any of the shares listed.
BD COMMON STOCK
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Name | | Amount and nature of
beneficial ownership(1) | | | Percentage
of class | |
Basil L. Anderson | | | 31,056 | | | | * | |
Catherine M. Burzik | | | 6,318 | | | | * | |
Alexandre Conroy | | | 135,671 | | | | * | |
R. Andrew Eckert | | | 1,564 | | | | * | |
Vincent A. Forlenza | | | 1,401,461 | | | | * | |
Claire M. Fraser | | | 20,498 | | | | * | |
Christopher Jones | | | 19,287 | | | | * | |
Marshall O. Larsen | | | 22,320 | | | | * | |
Gary A. Mecklenburg | | | 30,870 | | | | * | |
David F. Melcher(2) | | | 0 | | | | * | |
James F. Orr | | | 36,398 | | | | * | |
Willard J. Overlock, Jr. | | | 59,943 | | | | * | |
Thomas Polen | | | 42,222 | | | | * | |
Claire Pomeroy | | | 5,221 | | | | * | |
Christopher R. Reidy | | | 114,857 | | | | * | |
Rebecca W. Rimel | | | 8,900 | | | | * | |
Timothy M. Ring(2) | | | 0 | | | | * | |
Bertram L. Scott | | | 39,613 | | | | * | |
Ellen R. Strahlman | | | 54,945 | | | | * | |
Directors and executive officers as a group (23 persons) | | | 2,349,359 | | | | 1.0 | % |
* | Represents less than 1% of the outstanding BD common stock. |
(1) | Includes (a) shares held directly, (b) with respect to executive officers, indirect interests in BD common stock held under the BD 401(k) Plan, GSIP and the Restoration Plan, and (c) with respect to thenon-management directors, indirect interests in BD common stock held under the Directors’ Deferral Plan. Additional information on certain of these plans appears on pages 5-6. Includes shares under outstanding stock appreciation rights and restricted stock units that executive officers may acquire within 60 days, as follows: Mr. Forlenza, 1,221,894 shares; Mr. Conroy, 109,343 shares; Mr. Polen, 35,676 shares; Mr. Reidy, 99,796 shares; and Dr. Strahlman, 45,355 shares. Also includes, with respect to eachnon-management director, shares issuable under restricted stock units as follows: Mr. Anderson, 24,366 shares; Ms. Burzik, 6,318 shares; Mr. Eckert, 1,553 shares; Dr. Fraser, 20,498 shares; Mr. Jones, 13,410 shares; Mr. Larsen, 18,606 shares; Mr. Mecklenburg, 24,284 shares; Mr. Orr, 24,280 shares; Mr. Overlock, 27,361 shares; Dr. Pomeroy, 5,221 shares; Ms. Rimel, 8,245 shares; and Mr. Scott, 25,795 shares. The above table does not reflect the grant of restricted stock units the persons elected as director at the 2018 Annual Meeting will receive, as the amount of these grants cannot be determined at this time. See“Non-management directors’ compensation—Equity award” on page 15. |
(2) | Messrs. Melcher and Ring currently serve as directors of C.R. Bard, Inc. The above table does not reflect any shares that Messrs. Melcher and Ring may acquire in connection with BD’s pending acquisition of C.R. Bard, Inc., as these amounts are indeterminable at this time. See “Proposal 1—Election of Directors.” The table also does not reflect thepro-rated restricted stock unit award they would each receive upon joining the Board, as this amount is also indeterminable. See “Non-management directors’ compensation—Equity Award.” |
Equity compensation plan information
The following table provides certain information as of September 30, 2017 regarding BD’s equity compensation plans.
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Plan Category | | (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights | | | (b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights(1) | | | (c)
Number of securities
remaining available for
future issuance under
equity compensation plan
(excluding securities
reflected in column(a)) | |
Equity compensation plans approved by security holders | | | 10,013,862 | (2) | | $ | 116.30 | | | | 8,231,761 | (3) |
Equity compensation plans not approved by security holders | | | 1,639,001 | (4) | | | N/A | | | | 0 | (5) |
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Total | | | 11,652,863 | | | $ | 116.30 | | | | 8,231,761 | |
(1) | Shares issuable pursuant to outstanding performance-based restricted stock units and time-vested restricted stock units under the 2004 Plan and BD’s Stock Award Plan, as well as shares issuable under the Directors’ Deferral Plan, the Restoration Plan and the GSIP, are not included in the calculation of weighted-average exercise price, as there is no exercise price for these shares. |
(2) | Shares issuable includes (i) 303,003 stock options and 6,466,001 SARs granted under the 2004 Plan, (ii) 1,079,876 performance-based restricted stock units (assuming maximum payout) and 2,136,218 time-vested units granted under the 2004 Plan, and (iii) 28,764 shares issuable under restricted stock unit awards granted under the Stock Award Plan. The weighted average remaining term of the outstanding options and SARs is 6.08 years. |
(3) | Represents shares available for issuance under the 2004 Plan and includes 3,052,553 shares available for full-value awards, assuming maximum payout of outstanding Performance Units. |
(4) | Includes 129,544 shares issuable under the Directors’ Deferral Plan, 337,670 shares issuable under the Restoration Plan, and 1,171,787 shares issuable under the GSIP. |
(5) | Not shown are shares issuable under the Directors’ Deferral Plan, the Restoration Plan or the GSIP. There are no limits on the number of shares issuable under these plans, and the number of shares that may become issuable will depend on future elections made by plan participants. |
Directors’ Deferral Plan. The Directors’ Deferral Plan allowsnon-management directors to defer receipt, in an unfunded cash account or a BD common stock account, of all or part of their annual retainer and other cash fees. Directors may also defer receipt of the shares underlying their restricted stock unit awards. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the BD common stock. Participants may also elect to have amounts held in a cash account converted into a BD common stock account. Amounts credited to the BD stock fund are paid out in BD shares at the time of distribution. The Directors’ Deferral Plan is not qualified, and participants have an unsecured contractual commitment of BD to pay the amounts due under the Directors’ Deferral Plan.
Restoration Plan. Information regarding the deferral features of the Restoration Plan can be found beginning on page 52 of this proxy statement. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the BD common stock. Amounts credited to the BD common stock accounts of the Restoration Plan are paid out in BD shares at the time of distribution. The Restoration Plan is not qualified, and participants have an unsecured contractual commitment of BD to pay the amounts due under the plan.
GSIP. BD maintains the GSIP for itsnon-U.S. associates in certain jurisdictions outside of the United States. The purpose of the GSIP is to providenon-U.S. associates with a means of saving on a regular and long-term basis and acquiring a beneficial interest in BD common stock. Participants may contribute a portion of their base pay, through payroll deductions, to the GSIP for their account. BD provides matching funds of up to 3% of a participant’s base pay through contributions to the participant’s plan account. A participant may withdraw the vested portion of the participant’s account, although such withdrawals must be in the form of a cash payment if the participant is employed by BD at the time of withdrawal. Following termination of service, withdrawals will be paid in either cash or shares, at the election of the participant.
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Securities Exchange Act of 1934 requires BD’s directors and executive officers to file initial reports of their ownership of BD’s equity securities and reports of changes in such ownership with the SEC and the New York Stock Exchange (“NYSE”(the "Board"). Directors and executive officers are required by SEC regulations to furnish BD with copies of all Section 16(a) forms they file with respect to BD securities. Based solely on a review of copies of such forms and written representations from BD’s directors and executive officers, BD believes that, for the period from October 1, 2016 through September 30, 2017, all of its directors and executive officers were in compliance with the reporting requirements of Section 16(a).
Proposal 1. | ELECTION OF DIRECTORS |
Members of our Board are elected to serve a term of one year and until their successors have been elected and qualified. All of the nominees for director have consented to being named in this proxy statement and to serve if elected.
Each
The Board currently has 12 members and 11 of our current directors are standing for election at the 2024 Annual Meeting. Marshall O. Larsen, who has reached the mandatory director retirement age under BD's Governance Principles, is not standing for re-election at the 2024 Annual Meeting. The size of the Board will be reduced to 11 members, effective upon the conclusion of the 2024 Annual Meeting.
Other than Dr. Joanne Waldstreicher, who was elected to the Board in July 2023, all of the nominees
is a current member of BD’s Board, except for Messrs. Melcher and Ring, who currently serve as directors of C.R. Bard, Inc. (“Bard”). Underwere previously elected at the
terms of the agreement by which BD has agreed to acquire Bard, BD is required to appoint Mr. Ring and one other Bard director mutually agreed upon by BD and Bard to the Board upon the closing of the acquisition. In accordance with the terms of the agreement, the Board has appointed Messrs. Melcher and Ring to the Board, subject to and effective upon the closing of the Bard acquisition. Accordingly, the votes on the nominations of Messrs. Melcher and Ring for aone-year term until the 20192023 Annual Meeting of Shareholders (the
“2019"2023 Annual
Meeting”Meeting")
are conditioned upon the Bard acquisition being completed prior to the 2018 Annual Meeting. If the closing of the Bard acquisition has not occurred by the 2018 Annual Meeting, Messrs. Melcher and Ring will not be elected to the Board at the 2018 Annual Meeting, and the votes regarding their nominations will have no effect. They will, however, thereafter become members of the Board upon the closing of the Bard acquisition, to serve until the 2019 Annual Meeting.Except as discussed above regarding Messrs. Melcher and Ring, .
BD does not know of any reason why any nominee would be unable to serve as director. If any nominee is unable to serve, the shares represented by valid proxies will be voted for the election of such other person as the Board may nominate, or the size of the Board may be reduced.
Messrs. Basil L. Anderson and James F. Orr, who have reached the mandatory retirement age under BD’s Corporate Governance Principles (the “Principles”), will retire as members of the Board effective at the conclusion of the 2018 Annual Meeting.
BD directors have a variety of backgrounds, which reflects the Board’s continuing efforts to achieve a diversitymix of viewpoint, experience, knowledge, ethnicitydiverse viewpoints, insights and gender.perspectives on the Board. As more fully discussed below, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, prominence and reputation in their fields, global business perspective and commitment to strong corporate governance and citizenship. They must also have experience and abilitycapability that is relevant to the Board’s oversight role with respect toof BD’s business and affairs. Each nominee’s biography includes the particular experience and qualifications that led the Board to conclude that the nominee should serve on the Board.
NOMINEES FOR DIRECTOR
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |
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Proposal 1: Election of directors
Nominees for director—skills and experience
The table below summarizes the key qualifications, skills, and attributes of the nominees for director that served as the basis for the Board's decision to nominate these individuals for election.
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| Skills & Experience |
Public Company CEO Prior experience as the chief executive officer of a publicly-traded company. | | | | | | | | | | | |
Financial Acumen and Expertise Experience in financial accounting/reporting and corporate finance. | | | | | | | | | | | |
Healthcare Industry Knowledge of or experience in an industry involving healthcare and medical products and services. | | | | | | | | | | | |
Research, Development & Innovation Experience with the innovation, design and development of new products and services, or expertise in a scientific or technological field. | | | | | | | | | | | |
Healthcare Insurance & Reimbursement Experience with the administration of medical care reimbursement programs. | | | | | | | | | | | |
Integrated Health Delivery System Prior executive or senior management position with an organization that owns and operates a network of one or more healthcare facilities. | | | | | | | | | | | |
Healthcare Regulatory or Public Policy Experience with healthcare regulatory schemes and public policies that promote public well-being. | | | | | | | | | | | |
Corporate Governance Knowledge of or experience with the rules, practices, and processes used to direct and manage a company. | | | | | | | | | | | |
International Business Leadership position at an organization that operates internationally. | | | | | | | | | | | |
Shareholder Relations/Institutional Investor Experience Leadership position involving interacting with public company investors or investing on behalf of other parties. | | | | | | | | | | | |
Product Quality & Safety Experience in product quality control and safety systems. | | | | | | | | | | | |
Global Operations & Supply Chain Experience with the global relationships and activities required to manufacture goods and maximize overall supply chain efficiency, including the sourcing of raw materials and vendor management. | | | | | | | | | | | |
Corporate Sales and Marketing Experience with go-to-market strategies and marketing of an organization’s products and services. | | | | | | | | | | | |
| Attributes |
| Independent | | | | | | | | | | | |
| Female | | | | | | | | | | | |
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| 2024 Notice of Annual Meeting and Proxy Statement | 13 |
Proposal 1: Election of directors
Nominees for director
William M. Brown | 61
Former Chairman and Chief Executive Officer, L3Harris Technologies
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Director Since:2022 Independent:Yes Committees: •Compensation and Human Capital •Corporate Governance and Nominating | Skills and experience As a veteran chief executive officer, Mr. Brown brings substantial strategic, financial, operational and innovation expertise to the BD Board, along with a strong corporate governance background and experience in domestic and international business. Professional background •Served as Executive Chair of L3Harris Technologies from June 2021 to June 2022, having served as Chairman and Chief Executive Officer from July 2019 to June 2021. •Previously served as Chairman, President and Chief Executive Officer of Harris Corporation prior to the merger of Harris Corporation with L3 Technologies in 2019. Mr. Brown joined Harris Corporation in November 2011 as President and Chief Executive Officer and was appointed Chairman in April 2014. •Prior to joining Harris Corporation, served in various leadership roles at United Technologies Corporation (UTC), including Senior Vice President of Corporate Strategy and Development and President of UTC Fire & Safety. Public directorships •Celanese Corporation (Lead Director) Former public directorships (last 5 years) •L3Harris Technologies, Inc. •Harris Corporation (until merger with L3 Technologies in 2019) |
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Catherine M. Burzik | 73
Former President and Chief Executive Officer, Kinetic Concepts, Inc.
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Director Since:2013 Independent:Yes Committees: •Quality and Regulatory (Chair) •Corporate Governance and Nominating | Skills and experience Ms. Burzik,67, has been is a director since 2013. From 2006 untilseasoned executive in the salehealthcare industry, having led major medical device, diagnostic, diagnostic imaging and life sciences businesses. She contributes to the Board strong strategic, product development and leadership expertise, and extensive knowledge of the companyglobal healthcare field. Professional background •Appointed as Interim CEO of Orthofix Medical Inc. in 2012, she servedSeptember 2023. •Served as President and Chief Executive Officer of Kinetic Concepts, Inc., a medical device company specializing in the fields of wound care and regenerative medicine. Prior thereto, she wasmedicine, from 2006 until the sale of the company in 2012. •Previously served as President of Applied Biosystems and President of Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company. Ms. Burzik Public directorships •Orthofix Medical Inc. (Chair of the Board and Interim CEO) Former public directorships (last 5 years) •Haemonetics Corporation |
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Proposal 1: Election of directors
Carrie L. Byington, M.D. | 60
Special Adviser to the President, University of California Health
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Director Since:2021 Independent:Yes Committees: •Audit •Quality and Regulatory | Skills and experience Dr. Byington provides the Board extensive knowledge and perspective regarding the integrated delivery of healthcare services as a result of her leadership positions at some of the nation’s largest health systems. Dr. Byington also is a directorpossesses strong executive management skills and strategic planning experience, as well as expertise in clinical practice and infectious diseases. Professional background •Has served as Special Adviser to the President of Haemonetics Corporation.Ms. Burzik is a seasoned executiveUniversity of California Health, the largest public academic healthcare system in the healthcare industry, having led major medical device, diagnostic, diagnostic imaging and life sciences businesses. She contributes strong strategic, product development and leadership expertise, and extensive knowledgeUnited States, since 2023.
•Executive Vice President of University of California Health from 2019 to 2023. •Served as Dean of the global healthcare field.College of Medicine, Senior Vice President for Health Sciences for Texas A&M University, and Vice Chancellor for Health Services for Texas A&M System from 2017 to 2019. •From 1995 to 2016, served on the faculty of the University of Utah, serving in multiple leadership roles, including as Director and Principal Investigator, Center for Clinical and Translational Science at University of Utah Health from 2015 to 2016. |
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R. Andrew Eckert | 62
Former Chief Executive Officer, Zelis Inc.
| R. Andrew Eckert, 56, has been a director since 2016. Since April 2017, he has served as director
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Director Since:2016 Independent:Yes Committees: •Compensation and PresidentHuman Capital (Chair) •Audit | Skills and Chief Executive Officer of Acelity L.P. Inc., a global wound care company. From 2015 until the sale of the company in 2016, he served as the Chief Executive Officer of Valence Health, Inc., a health care information technology and services company. Prior thereto, Mr. Eckert served as Chief Executive Officer of TriZetto Corporation, a healthcare IT solutions firm, and Chief Executive Officer of CRC Health Group, a provider of specialized behavioral healthcare services. Mr. Eckert also is the Chairman of Varian Medical Systems.experience Mr. Eckert is a leader in the growing field of health carehealthcare information technology, with extensive experience as an executive officer of several healthcare companies. He hasalso brings to the Board a deep knowledge of operations, strategic planning, product development and marketing, and has valuable corporate governance insight gained from having served as chief executive officer of publicly-held companies and as a director of severalother public companies. |
| | Vincent A. Forlenza, 64, has been
Professional background •Currently serves as a director since 2011. He became BD’s Chairman in 2012 and was elected itsSenior Advisor to Permira, a global private equity firm. •Served as Chief Executive Officer of Zelis Inc., a provider of healthcare cost management and payments solutions, from 2020 to 2021. •Served as President and Chief Executive Officer of Acelity L.P. Inc., a global wound care company, from 2017 until the sale of the company in 2011. He also2019. •Served as the Chief Executive Officer of Valence Health, Inc., a healthcare information technology and services company, from 2015 until its sale in 2016. •Previously served as BD’s President from 2009 to April 2017, and asChief Executive Officer of TriZetto Corporation, a payer technology solutions firm, until its Chief Operating Officer from July 2010 to October 2011. Mr. Forlenza also is a member of the Board of Directors and former Chairman of the Advancedsale in November 2014. Public directorships •Fortrea Holdings Inc. (Lead Director) Former public directorships (last 5 years) •Varian Medical Technology Association (AdvaMed), an international medical technology trade organization. He is a member of the Board of Trustees of The Valley Health System and a member of the Board of Directors of the Quest Autism Foundation.Mr. Forlenza has been with BD for over 36 years in a number of different capacities, including strategic planning, business development, research and development and general management in each of BD’s segments and in overseas roles. Mr. Forlenza brings to the Board extensive business and industry experience, and provides the Board with a unique perspective on BD’s strategy and operations, particularly in the area of new product development.
Systems, Inc. |
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2024 Notice of Annual Meeting and Proxy Statement | 15 |
Proposal 1: Election of directors
Claire M. Fraser, Ph.D. | 68
Founding Director, Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology, University of Maryland School of Medicine
| Claire M. Fraser, Ph.D, 62, has been a director since 2006. Since 2007, she has been
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Director of the Institute for Genome SciencesSince:2006 Independent:Yes Committees: •Compensation and a Professor of Medicine at the University of Maryland School of Medicine in Baltimore, Maryland. From 1998 to 2007, she served as PresidentHuman Capital •Corporate Governance and Director of The Institute for Genomic Research, anot-for-profit center dedicated to decipheringNominating | Skills and analyzing genomes. Dr. Fraser also serves on the Board of the American Association for the Advancement of Science, the Maryland Technology Development Corporation (TEDCO) and Ohana Biosciences Inc.experience Dr. Fraser is a prominentan internationally recognized scientist withwho contributes to the Board a strong background in genomics, infectious diseases and molecular diagnostics, including the development of novel diagnostics and vaccines. She also brings considerable managerial experience, inhaving established and led two large research institutes for over 30 years, and through her field. |
| | Christopher Jones, 62, has beenexperience as a director of several biotechnology companies and non-profit organizations.
Professional background •Founding Director of the Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology at the University of Maryland School of Medicine since 2010. Mr. Jones retired2007. •Served as President and Director of The Institute for Genomic Research, a not-for-profit research organization engaged in 2001human and microbial genomics studies, from 1998 to 2007. •Previously served as Chief Executive OfficerChair of JWT Worldwide (previously known as J. Walter Thompson), an international marketing firm. Hethe Board and a Director of the American Association for the Advancement of Science, and is a member of the National Academy of Sciences and National Academy of Medicine. •Previously served as a Director of Ohana Biosciences Inc. Public directorships •Seres Therapeutics, Inc. |
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Jeffrey W. Henderson | 59
Former Chief Financial Officer of Cardinal Health Inc.
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Director Since:2018 Independent:Yes Committees: •Audit (Chair) •Compensation and Human Capital | Skills and experience Mr. Henderson is an experienced healthcare executive who brings to the Board of Trustees of The Pew Charitable Trusts, and a memberdeep knowledge of the Board of Directors of the Albertindustry, along with strong financial, strategic and Mary Lasker Foundation. Heoperational expertise and significant international experience. Mr. Henderson also isbrings valuable corporate governance experience from his service as a director of other public companies. Professional background •Served as Chief Financial Officer of Cardinal Health Inc., a global healthcare products and services company, from 2005 to 2014. •Held multiple positions at Eli Lilly and General Motors, including international positions, prior to joining Cardinal Health. •President of JWH Consulting LLC, a business and investment advisory firm, focused primarily on the Cello Group, Chairman of Palmer Hargreaves, andhealthcare industry. •Served as an Advisory Director to Berkshire Partners LLC, a memberprivate equity firm, from September 2015 to December 2019. Public directorships •Qualcomm, Inc. •FibroGen, Inc. •Halozyme Therapeutics, Inc. (Chair of the Health Advisory Board of The Johns Hopkins University Bloomberg School of Public Health.Board) |
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Proposal 1: Election of directors
Christopher Jones | 68
Former Chief Executive Officer, JWT Worldwide
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Director Since:2010 Independent:Yes Committees: •Audit •Corporate Governance and Nominating (Chair) | Skills and experience Mr. Jones contributesbrings to the Board an important international perspective based on his distinguished career as a marketing leader and head of a global marketing firm. He offers substantial marketing, strategic and managerial expertise derived from his broad range of activities in the field. |
| | Marshall O. Larsen, 69, has been a director since 2007. Mr. Larsen retired in 2012
Professional background •Served as Chairman, President and Chief Executive Officer of Goodrich Corporation, a supplier of systems and servicesJWT Worldwide (previously known as J. Walter Thompson), an international marketing firm, from 1996 to the aerospace and defense industry. Mr. Larsen also is a director of Air Lease Corporation, Lowe’s Companies, Inc. and United Technologies Corporation.As a veteran chief executive officer of a public company, Mr. Larsen offers the valuable perspective of an individual with highly-developed executive leadership and financial and strategic management skills in a global manufacturing company. These qualities reflect considerable domestic and international business and financial experience.
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| | Gary A. Mecklenburg, 71, has been a director since 2004. In 2006, he retired as President and Chief Executive Officer of Northwestern Memorial HealthCare, a position he had held since 1986, and he also served as President of Northwestern Memorial Hospital from 1985 to 2002. He is currently a director of LHP Hospital Group, Inc. and Froedtert Health, Inc.
Mr. Mecklenburg’s long tenure in hospital administration affords him a broad perspective on the many facets2001.
•Chair of the deliveryBoard of healthcareTrustees of The Pew Charitable Trusts and a deep knowledge of healthcare financing and administration. As the former leader of a major teaching hospital, Mr. Mecklenburg possesses strong executive management, financial, strategic and operational knowledge as applied in a healthcare setting. |
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 | | David F. Melcher, 63, will become a director upon the closing of BD’s acquisition of Bard. He has served as a director of Bard since 2014, and has served on its Finance, Audit and Compensation and Personnel committees of Bard’s board. Since 2015, he has served as President and Chief Executive Officer of Aerospace Industries Association, a trade association representing major aerospace and defense manufacturers and suppliers, a position he plans to leave at the end of 2017. From 2011 to 2015, he was Chief Executive Officer, President and a member of the Board of Directors of Exelis Inc.,The Albert and Mary Lasker Foundation.
•Member of the Health Advisory Board of The Johns Hopkins University Bloomberg School of Public Health. •Chair of the Board of Newrotex Ltd. |
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Thomas E. Polen | 50
Chairman, Chief Executive Officer and President, BD
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Director Since:2020 Independent:No Committees: None | Skills and experience Mr. Polen has spent over 20 years with BD in a diversified,number of capacities of increasing responsibility, including oversight responsibility for all three of BD's business segments, global aerospace defense, informationresearch and technology services company, having served as Presidentdevelopment, innovation, operations and the commercial organization of ITT Defense and Information Solutions until Exelis Inc. spun off from ITT in 2011. PriorBD's Americas region. Mr. Polen brings to 2008, Lieutenant General (Ret.) Melcher spent 32 years of distinguished service in the U.S. Army.Mr. Melcher brings strong executive experience as a result of his many years in leadership positions in the defense community and as a former chief executive officer of a public company. Mr. Melcher offers the perspective of a seasoned executive withBoard extensive industry experience and business expertise, particularly in the areas of domesticstrategy and international business, program management, strategy development, financeinnovation, and IT.
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| | Willard J. Overlock, Jr., 71, has been a director since 1999. He retired in 1996 as a partner in Goldman, Sachs & Co., where hein-depth knowledge of BD’s businesses and served as a member of its Management Committee, and retains the title of Senior Director to The Goldman Sachs Group, Inc. Mr. Overlock is a member of the Board of Directors of Evercore Partners, Inc., a trustee of Rockefeller University, and Chairman of the Board of Directors of the Albert and Mary Lasker Foundation. Mr. Overlock also is a member of the Board of the Cue Ball Group, LLC.
Mr. Overlock has broad financial and investment banking experience based on his senior leadership roles in these areas. He contributes financial and transactional expertise and acumen in mergers and acquisitions and complex financial transactions.
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 | | Claire Pomeroy, 62, has been a director since 2014. Since 2013, she has served as the President of the Albert and Mary Lasker Foundation, a private foundation that seeks to improve health by accelerating support for medical research through recognition of research excellence, public education and advocacy. Prior thereto, Dr. Pomeroy served as Dean of the University of California, Davis (“UC Davis”) School of Medicine, andmarkets.
Professional background •BD's Chief Executive Officer since 2020, and appointed Chairman in 2021. •Has served as BD’s President since April 2017, and also served as BD's Chief Operating Officer from October 2018 to January 2020. •Served as Executive Vice President and President of the UC Davis Health System. Dr. Pomeroy also is a member of the Board of Directors of the Sierra Health Foundation, New York Academy of Medicine, New York Blood Center, and the Foundation for Biomedical Research. She is a member of the Board of Trustees of the Morehouse School of Medicine.Dr. Pomeroy is an expert in infectious diseases, with broad experience in the area of healthcare delivery, health system administration, higher education, medical research and public health. She bringsBD’s Medical segment prior to the Board important perspectives in the areas of patient care services, global health and health policy.
becoming President. Public directorships •Walgreens Boots Alliance |
| | Rebecca W. Rimel, 66, has been a director since 2012. Since 1994, she has served as President and Chief Executive Officer of The Pew Charitable Trusts, a public charity that works to improve public policy and inform the public. Ms. Rimel previously served as Assistant Professor in the Department of Neurosurgery at the University of Virginia Hospital and also as Head Nurse of its medical center emergency department. Ms. Rimel also is a director of BioTelemetry, Inc. and a director/trustee of various Deutsche mutual funds.
Ms. Rimel brings executive leadership and extensive experience in public policy and advocacy, particularly in the area of healthcare. She also offers the perspective of someone with a strong background in the healthcare field.
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2024 Notice of Annual Meeting and Proxy Statement | 17 |
Proposal 1: Election of directors
Timothy M. Ring | 66
Former Chairman and Chief Executive Officer, C. R. Bard, Inc.
| Timothy M.
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Director Since:2017 Independent:Yes Committees: •Audit •Quality and Regulatory | Skills and experience Mr. Ring, 60, is contributes to the Board deep expertise resulting from his 20 years of experience in various leadership positions at C. R. Bard, including as Chairman and Chief Executive Officer. Mr. Ring's expertise covers many facets of business, including strategy, product development, financial matters and international operations, and he has extensive experience in the healthcare industry. Professional background •Served as C. R. Bard’s Chairman and Chief Executive Officer of Bard. Mr. Ring will become a director of BD upon the closing of BD’s acquisition of Bard. Mr. Ring also is a director of Quest Diagnostics Incorporated, and aco-founderfrom 2003 until 2017, when it was acquired by BD. •Co-founder of TEAMFund, Inc., an impact fund focused on delivering medical technology tosub-Saharan Africa and India.With over 20 years
Public directorships •Quest Diagnostics Incorporated (Lead Director) |
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Bertram L. Scott | 72
Former Chief Executive Officer, Affinity Health Plan
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Director Since:2002 Independent:Yes Committees: •Compensation and Human Capital •Quality and Regulatory | Skills and experience Mr. Scott adds strong strategic, operational and financial experience to the Board from the variety of executive roles in which he has served during his career. He also brings experience in various leadership positions at Bard, including as Chairmancorporate governance and Chief Executive Officer, Mr. Ring offers a unique perspective on the Bard business. As an experienced chief executive officer of a public company, Mr. Ring contributesbusiness expertise in many facets of business, including strategy, product developmentthe insurance and international operations, and has extensive experience in the healthcare industry. |
| | Bertram L. Scott, 66, has been a director since 2002. Mr. Scott isfields.
Professional background •Served as Senior Vice President of Population Health of Novant Health an integrated network of physician practices, outpatient centers and hospitals. He previouslyfrom 2015 to 2019. •Previously served as President and Chief Executive Officer of Affinity Health Plan, and as President, U.S. Commercial of CIGNA Corporation. Prior thereto, Mr. Scott •Also previously served as Executive Vice President of TIAA-CREF and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company. Mr. Scott also is a director of AXA Financial, Public directorships •Dollar Tree, Inc., •Equitable Holdings, Inc. •Lowe’s Companies, Inc. Former public directorships (last 5 years) •AllianceBernstein L.P./AllianceBernstein Holding L.P. |
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Proposal 1: Election of directors
Joanne Waldstreicher, M.D. | 63
Former Chief Medical Officer, Johnson & Johnson
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Director Since:2023 Independent:Yes Committees: •Corporate Governance and Tufts Health Plan.Mr. Scott possesses strong strategic, operationalNominating
•Quality and financialRegulatory | Skills and experience from Dr. Waldstreicher brings to the varietyBoard over 30 years of executive roles in which he has served during his career. He brings experience in corporate governanceclinical and business expertise instrategic leadership roles, with an emphasis on clinical development, product development strategy, safety and regulatory affairs. Professional background •Served as chief medical officer of Johnson & Johnson (J&J) from 2012 to 2023. •Previously served as chief medical officer of Janssen Pharmaceutical Research and Development, a division of J&J from 2009 to 2012. Prior to that, Dr. Waldstreicher served as vice president and as senior vice president of Global Drug Development at Janssen from 2002 to 2009. •Prior to J&J, she led endocrinology and metabolism clinical research at Merck Research Laboratories. •Serves on an expert panel for the insuranceReagan Foundation for the U.S. Food and healthcare fields.Drug Administration •Serves as faculty affiliate of the Division of Medical Ethics, Department of Population Health at New York University School of Medicine. Public directorships •Structure Therapeutics, Inc. |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
Board refreshment, nomination and diverse representation
Our Board members have strong track records of success in business, finance, healthcare, and value creation, along with deep management experience that helps guide BD’s strategy. The Board believes sustaining the right mix of diverse skills and Committeesexperiences on the Board is crucial to BD’s continued success. Therefore, the Board regularly performs self-assessments and conducts a robust director renomination process to ensure it continues to be a source of competitive advantage for BD.
BD’s board evaluation and nomination process includes three essential stages:
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| Evaluation of
Board
Composition | è | Assessment of
Individual
Directors | è | Nomination
of Directors | |
The Board’s self-evaluation process is used to identify and assess potential gaps in diversity of thought through key skills and experience required to support BD’s current strategic interests. In addition, the Governance Committee undertakes a robust review prior to recommending the renomination of any sitting director, including their effectiveness during the past year, their outside time commitments, their tenure on the Board, and the needs of the Board
BD going forward in the context of BD’s strategy. Our Governance Principles state that Board members should not expect that, once elected, they will necessarily be renominated to the Board.
The Board seeks to have a mix of long-, mid- and short-tenured directors to ensure a balance of views and insights. When reviewing its composition, the Board balances the benefits it receives from the knowledge and understanding of our complex businesses that directors gain from longer-term service with the need to bring fresh ideas and perspectives to the Board through the addition of new directors.
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| 2024 Notice of Annual Meeting and Proxy Statement | 19 |
Proposal 1: Election of directors
Board self-evaluation process
The Board believes a rigorous self-evaluation process is governedimportant to the ongoing effectiveness of the Board. Each year the Board conducts a self-evaluation of its performance that allows directors to provide individual feedback on the Board’s composition, culture, committee structure, relationship with management, meeting agendas, oversight of strategy and risk, and other Board-related topics. The results of the self-evaluation are presented by the chair of the Governance Committee to the full Board. As part of the evaluation, the Board of Directors. assesses the progress in the areas targeted for improvement from the prior evaluation, and develops actions to be taken to enhance the Board’s effectiveness over the next year.
The Board believes it is important to periodically obtain an outside perspective on the Board’s overall composition, functioning and effectiveness, and seeks to have its annual self-evaluation facilitated by an independent outside consultant experienced in board and governance practices at least once every three years, with the next one scheduled for 2024.
The Board has established four operating committees (the “Committees”):made several enhancements to our board practices in prior years as a result of its self-evaluation process, including improvements to our annual director renomination process, rotations of committee chairs and committee composition, and improvements in the Audit Committee;conduct of Board meetings. In addition, as a result of its annual review of Board composition and recognizing the Compensation and Management Development Committee (the “Compensation Committee”);need for fresh perspectives, the Corporate Governance and Nominating Committee (the “Governance Committee”); andBoard has added three new directors in the Science, Marketing, Innovation and Technology Committee (the “SMIT Committee”). These Committees meet regularly.last three years.
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All three individuals added to BD’s Board since 2021
bring key skills and experience |
| Relevant experience adding to the Board’s oversight and guidance capacity |
| Carrie L. Byington, M.D. | Special Advisor to President of University of California Health (UCH) and Former Executive Vice President of UCH | Extensive knowledge regarding the integrated delivery of healthcare services and strong executive management skills and strategic planning experience, as well as expertise in clinical practice and infectious diseases |
| William M. Brown | Former Chairman and Chief Executive Officer, L3Harris Technologies | Substantial strategic, financial, operational and innovation expertise, along with a strong corporate governance background and experience in domestic and international business |
| Joanne Waldstreicher, M.D. | Former Chief Medical Officer of Johnson & Johnson | Vast experience in clinical and strategic leadership with an emphasis on clinical development, product development strategy, safety and regulatory affairs |
Director representation
Diversity of thought has long been a core value of BD. The Board
hasbelieves having Board members with a mix of differing viewpoints, insights and perspectives is critical to board effectiveness. BD seeks to have its Board composed of directors that collectively possess a wide range of relevant business and financial expertise, industry knowledge, management experience and prominence in areas of importance to BD. The Board believes that diverse representation of all genders, experiences and backgrounds is an important element in achieving the broad range of perspectives that the Board seeks among its members. Diverse representation on the Board is also
establishedimportant for modeling the inclusive culture at BD. To that end, consideration of the overall diversity of our board remains an
Executive Committee that meets only as needed.Theimportant factor in board succession planning and director recruitment, and the Board has adopted written chartersa policy that a diverse range of candidates be included in any candidate pool from which new directors are selected.
The Board is committed to maintaining and improving the representation of individuals of all genders, experiences and backgrounds, and will look for eachopportunities to increase the diversity of the Committees that are posted on BD’s website atwww.bd.com/investors/corporate_governance/. Printed copiesBoard where appropriate.
Proposal 1: Election of these charters, BD’s 2017 Annual Report on Form10-K, and BD’s reports and statements filed with or furnisheddirectors
Director nomination process
Role of the Governance Committee
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1 Review of the Composition of the Board | | | | The Governance Committee reviews potential director candidates and recommends nominees for director to the full Board for its consideration based on the Board's assessment of the overall composition of the Board. |
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2 Consideration of Referrals from Various Sources | | | | It is the Governance Committee’s policy to consider referrals of prospective director nominees from Board members and management, as well as shareholders and other external sources, such as retained executive search firms. The Governance Committee seeks to identify a diverse range of highly-qualified candidates, and utilizes the same criteria for evaluating candidates, irrespective of their source. |
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3 Consideration of Director Qualifications | | | | When considering potential director candidates, the Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of BD’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. As provided under our Governance Principles, the Governance Committee believes that any nominee for director that it recommends must meet the following minimum qualifications: •Candidates should be persons of high integrity who possess independence, forthrightness, inquisitiveness, good judgment and strong analytical skills. •Candidates should demonstrate a commitment to devote the time required for Board duties, including, but not limited to, attendance at meetings. In this regard, when evaluating director candidates (including the renomination of incumbent directors), the Governance Committee will take into consideration, among other things, the director candidate’s existing time commitments, such as service on other public or private company boards (including chairman/lead director or other leadership positions on public boards) or not-for-profit boards or with a government or advisory group. See "Director Outside Affiliations" on page 37 for a further discussion of the Governance Committee's review of candidates outside time commitments and affiliations. •Candidates should be team-oriented and committed to the interests of all shareholders as opposed to those of any particular constituency. |
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4 Assessment
and
Nomination of Candidates | | | | The Governance Committee assesses the characteristics and performance of incumbent director nominees against the above criteria as well, and, to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of its assessment, the Governance Committee reports its recommendations for nominations to the full Board. |
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In July 2023, the Board elected Dr. Joanne Waldstreicher to the SEC may be obtained, without charge,Board. Dr. Waldstreicher was identified by contactinga third-party search firm. The search firm assisted the Governance Committee by identifying a pool of potential director candidates based on the specifications provided by the Governance Committee. The firm also reviewed potential candidates with the Governance Committee, performed outreach to candidates selected from the pool to assess interest and availability, conducted reference and background checks and arranged candidate interviews with members of the Governance Committee and members of the Board.
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| 2024 Notice of Annual Meeting and Proxy Statement | 21 |
Proposal 1: Election of directors
Shareholder recommendations
To recommend a candidate for consideration by the Governance Committee, a shareholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey
07417-1880, telephone201-847-6800.07417-1880.
Proxy access nominations
BD has a “proxy access” by-law, which permits eligible shareholders to nominate director candidates for inclusion in BD’s proxy statement and proxy card. Our proxy access by-law provides that a shareholder (or a group of up to 20 shareholders) owning 3 percent or more of BD’s outstanding common stock for at least three years can nominate up to two individuals or 20 percent of the Board, whichever is greater, for election at an Annual Meeting of Shareholders, subject to the relevant requirements in our By-Laws.
Board leadership structure
The Board seeks to achieve the best board leadership structure for the effective oversight of BD’s affairs and believes there is no single, generally accepted approach to providing effective board leadership. The Board believes that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as Chairman if the roles are split, should be based upon the particular circumstances facing BD. Maintaining a flexible policy allows the Board to choose the leadership structure that best serves the interests of the company and its shareholders at any particular time. Currently, the Board believes that combining the roles of CEO and Chairman is in the best interest of BD and its shareholders. The Board believes Mr. Polen’s over 20 years of experience at BD and knowledge of our complex businesses makes him uniquely qualified to lead the Board on the most important issues facing BD. The combined roles also allow Mr. Polen to speak for and lead BD and the Board, and creates the clear lines of authority, accountability and leadership necessary to execute BD’s strategy.
The lead director’s role
The Governance Principles provide for the appointment of a Lead Director from among the Board’s independent directors whenever the Chairman is not independent. The Lead Director role allows the non-management directors to provide effective, independent Board leadership and oversight of management.
Bertram L. Scott has served as Lead Director since 2022. As Lead Director, Mr. Scott has the following responsibilities under the Governance Principles. He may also perform other functions or duties as requested by the Board.
•Presides over all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors, and at such other times as the Board deems appropriate.
•Possesses authority to call meetings of the independent directors.
•Consults on and approves Board meeting agendas and information provided to the Board.
•Consults on and approves Board meeting schedules to ensure there is sufficient time for discussion of all agenda items.
•Coordinates with the Chair of the Compensation Committee to perform the annual performance evaluation of the Chief Executive Officer by the non-management directors.
•Serves as a liaison between the non-management directors and the Chairman, and as a contact person to facilitate communications by BD’s employees, shareholders and others with the non-management directors.
•If requested by major shareholders, ensures availability for consultation and direct communication.
Corporate governance
The Board and committees of the Board
The Board has established four operating committees (the “Committees”) that meet regularly: the Audit Committee; the Compensation Committee; the Governance Committee; and the Quality and Regulatory Committee (the “QRC”). The Board has also established an Executive Committee that meets only as needed.
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Governance Materials The following materials related to corporate governance at BD are available at investors.bd.com/corporate-governance. •Governance Principles •Charters of the Audit Committee, Compensation Committee, Governance Committee, QRC and Executive Committee Printed copies of these documents, BD’s 2023 Annual Report on Form 10-K, and BD’s reports and statements filed with or furnished to the SEC may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880; telephone 201-847-6800. |
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Committee membership and function
Set forth below are the members of each Committee and a summary description of each Committee’s areas of oversight.
As stated earlier, Messrs. Anderson and Orr are retiring from the Board at the conclusion of the 2018 Annual Meeting.AUDIT COMMITTEE
Audit Committee
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Members
| | Function
|
Bertram
Members Jeffrey W. Henderson (Chair) Carrie L. Scott—ChairBasil L. Anderson
CatherineByington, M.D.
R. Andrew Eckert Christopher Jones Timothy M. BurzikChristopher Jones
Willard J. Overlock, Jr.
Rebecca W. Rimel
Ring Meetings in 2023: 9 | | Principal Responsibilities: •Retains and reviews the qualifications, independence and performance of BD’s registered public accounting firm (the “independent auditors”).independent auditors. •Reviews BD’s public financial disclosures and financial statements, and its accounting principles, policies and practices; the scope and results of the annual audit by the independent auditors; BD’s internal audit process; and the effectivenessintegrity of BD’s internal control over financial reporting. •Reviews BD’s guidelines and policies relating to enterprise risk assessment and management.management, including financial risk and cybersecurity and data privacy risk exposures. •Oversees BD’s ethics and enterprise compliance programs. •Reviews financial strategies regarding currency, interest rates and use of derivatives, and reviews BD’s insurance program.• Functions as a qualified legal compliance committee, if necessary.
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Upon joining the Board, Mr. Melcher will become a member of the Audit Committee.
The Board has determined that the members of theeach Audit Committee and Mr. Melcher meetmember meets the independence and financial literacy requirements of the NYSENew York Stock Exchange ("NYSE") for audit committee members. The Board also has determined that each of Messrs. Anderson, MelcherHenderson and Scott and Ms. BurzikRing qualifies as an “audit committee financial expert” under the rules of the SEC.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
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Members
2024 Notice of Annual Meeting and Proxy Statement | 23 |
Compensation and Human Capital Committee
| Function
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Members R. Andrew Eckert(Chair) William M. Brown Clare M. Fraser, Ph.D. Jeffrey W. Henderson Marshall O. Larsen—ChairBasil L. Anderson
Gary A. Mecklenburg
James F. Orr
Larsen Bertram L. Scott Meetings in 2023: 5 | | Principal Responsibilities: •Reviews BD’s compensation and benefits programs, recommends the compensation of BD’s Chief Executive Officer (“CEO”)CEO to the independent members of the Board, and approves the compensation of BD’s other executive officers. •Approves all employment, severance and change in control agreements with ourBD's executive officers. •Serves as the granting and administrative committee for BD’s equity compensation plans.plans, including grants to directors. •Oversees BD's policies and strategies relating to human capital management including recruitment, development, promotion, performance management, senior management succession, pay equity and inclusion and diversity. •Oversees certain other BD benefit plans.• Reviews leadership development initiatives.
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Upon joining the Board, Mr. Melcher will become a member of the Compensation Committee.
The Board has determined that each member of the Compensation Committee
and Mr. Melcher meets the independence requirements of the NYSE for compensation committee members. Each member
and Mr. Melcher also qualifies as
an “outside director” under Section 162(m) of the Internal Revenue Code, and as a
“non-employee “non-employee director” under Section 16 of the Securities Exchange Act of
1934.1934 (the "Exchange Act").
Procedure for determining executive compensation
The Compensation Committee oversees the compensation program for the executive officers named in the Summary Compensation Table on page
4268 and for BD’s other executive officers. The Compensation Committee recommends compensation actions regarding the CEO to the other independent directors
of the Board and has the authority to take compensation actions with respect to BD’s other executive
officers.officers, as discussed below. The Compensation Committee may not delegate these responsibilities to another Committee
an individual director or members of management.
The Compensation Committee’s meetings are typically attended by BD’s CEO,
andits Chief
Human ResourcePeople Officer and
othersother BD associates who support the Compensation Committee in fulfilling its responsibilities. The Compensation Committee considers management’s views
relating toon compensation matters, including the performance metrics and targets
used for BD’s performance-based compensation. Management also provides information (which is reviewed by our Internal Audit
department)department and the Audit Committee) to assist the Compensation Committee in determining the extent to which performance targets have been achieved. This includes any recommended adjustments to BD’s operating results when assessing BD’s performance. The CEO and Chief
Human ResourcePeople Officer also work with the Compensation Committee chair in establishing meeting agendas.
The Compensation Committee meets in executive session with no members of management present for part of each of its regular meetings. The Compensation Committee also meets in executive session when considering compensation decisions regarding our executive officers.
Role of the independent consultant The Compensation Committee is also assisted in fulfilling its responsibilities by its independent consultant, Pay Governance LLC (“Pay Governance”Semler Brossy Consulting Group ("Semler Brossy"). Pay GovernanceSemler Brossy is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee ishas not aware ofidentified any conflict of interest on the part of Pay GovernanceSemler Brossy, or any factor that would otherwise impair the independence of Pay Governancethe firm relating to the
services performed by Pay Governancethem for the Compensation Committee. No other consultant was used by the Compensation Committee with respect to the 2023 fiscal year compensation of BD’s executive officers.
During fiscal year 2017, Pay Governance2023, Semler Brossy was not engaged to perform any services for BD or BD’s management. The Compensation Committee has adopted a policy prohibiting Pay Governanceits independent consultant from providing any services to BD or BD’s management without the Compensation Committee’s prior approval, and has expressed its intention that such approval will be given only in exceptional cases. No other consultant was used by
During the past fiscal year, the Compensation
Committee with respect to the fiscal year 2017 compensation of BD’s executive officers.Pay Governance reviews allCommittee's independent consultants:
•reviewed materials prepared for the Compensation Committee by management, prepares additional
•provided market comparison data and other materials as may be requested by the Compensation Committee, and attends Compensation Committee meetings. In its advisory role, Pay Governance assistsassisted the Compensation Committee in the design and implementation of BD’s compensation program. This includes assistingprogram, including the Compensation Committee in selectingselection of the key elements to include inof the program, the setting of targeted payments for each element,pay and the establishmentselection of performance targets.Pay Governance also provides market comparison data, which is one of the factors considered by the Compensation Committee in making compensation decisions, and makesmetrics,
•made recommendations to the Compensation Committee regarding the compensation of BD’s CEO. Pay Governance also conductsCEO,
•conducted an annual review of the compensation practices of select peer companies. Based on this review, Pay Governance advisescompanies, and advised the Compensation Committee with respect to the competitiveness of BD’s compensation program in comparison to industry practices, and identifiesidentified any trends in executive compensation.compensation, and
•attended Compensation Committee meetings.
At the end of each fiscal year, the independent directors conduct a review of the CEO’s performance.
At the following Board meeting, theThe independent directors
then meet in executive session to set the compensation of the CEO after considering the results of its review, market comparison data and the recommendations of the Compensation Committee. The CEO does not play a role in determining or recommending
his ownCEO compensation.
The Compensation Committee is responsible for determining the compensation of BD’s other executive officers. The CEO, in consultation with
theBD’s Chief
Human ResourcePeople Officer, reviews the performance of the other executive officers with the Compensation Committee and makes compensation recommendations for its consideration. The Compensation Committee determines the compensation for these executives, in consultation with
Pay Governance,its independent consultant, after considering the CEO’s recommendations and market comparison data regarding compensation levels for comparable positions at peer
companies. All decisions regarding the compensation of BD’s other executive officers are made in executive session.companies and, if applicable, survey data.
The Board has delegated responsibility for
formulatingmaking recommendations regarding
non-management director compensation to the Governance Committee,
which isas discussed
below.CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
on page 41.Corporate Governance and Nominating Committee
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Members
| | Function
|
Gary A. Mecklenburg—Chair
R. Andrew Eckert
Members Christopher Jones(Chair) William M. Brown Catherine M. Burzik Marshall O. Larsen James F. Orr
Claire Pomeroy
Joanne Waldstreicher, M.D. Meetings in 2023: 5 | | Principal Responsibilities: •Identifies and recommends candidates for election to the Board. •Reviews and recommends the composition, structure and function of the Board and its Committees, as well asCommittees. •Reviews and recommends the compensation ofnon-management directors. •Monitors BD’s corporate governance and Board practices, and oversees the Board’s self-evaluation process. •Oversees matters impacting BD’s image, reputationBD's process and practices relating to the management and oversight of environmental, sustainability, health and safety, inclusion and diversity, political activities, corporate responsibility including, without limitation, communications, community relations,and other public policy and government relations activities, and sustainability.or social matters relevant to BD ("ESG matters"). |
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The Board has determined that each member of the Governance Committee meets the independence requirements of the NYSE.
As stated above, the Governance
Quality and Regulatory Committee
reviews the compensation program for thenon-management directors and makes recommendations to the Board regarding director compensation. The Governance Committee may not delegate these responsibilities to another Committee, an individual director or members of management. The Governance Committee has retained Pay Governance as an independent consultant for this purpose. Pay Governance’s responsibilities include providing market comparison data onnon-management director compensation at peer companies, tracking trends innon-management director compensation practices, and advising the Governance Committee regarding the components and levels ofnon-management director compensation. The Governance Committee is not aware of any conflict of interest on the part of Pay Governance or any other factor that would impair Pay Governance’s independence. Executive officers do not play any role in either recommending or determiningnon-management director compensation.SCIENCE, MARKETING, INNOVATION AND TECHNOLOGY COMMITTEE
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Members
| | Function
|
Claire M. Fraser—Chair
Members Catherine M. BurzikR. Andrew Eckert
Christopher Jones
Willard J. Overlock, Jr.
Claire Pomeroy
Rebecca W. Rimel
(Chair) Carrie L. Byington, M.D. Timothy M. Ring Bertram L. Scott Joanne Waldstreicher, M.D. Meetings in 2023: 5 | | Principal Responsibilities: •Oversees BD’s major innovation activitiesquality strategy and newthe systems and processes in place to monitor product development programs.quality and safety, and BD’s compliance processes and procedures with relevant regulatory requirements. •Reviews the alignmentresults of BD’s researchany product quality and development, medicalquality system assessments by BD and external regulators. •Reviews any significant product quality, safety or regulatory affairs,trends or issues that arise, including any relating to product cybersecurity. •Reviews product quality, safety or regulatory issues identified with respect to any acquired business and strategic marketing activities to BD’s corporate strategy.• Reviews potentially disruptive trends in technology, medical practice or the external environment.
related integration plans for such business. |
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Upon joining the
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| 2024 Notice of Annual Meeting and Proxy Statement | 25 |
Board,
Mr. Ring will become a member of the SMIT Committee.Board, Committeecommittee and annual meeting attendance
The Board and its Committees held the following number of meetings during fiscal year
2017:2023: | | | | | | | | | | | |
Board | 7 | | 11 | The Executive Committee did not meet during fiscal year 2023. BD’s non-management directors, all of whom are independent, met in executive session at each of the Board meetings held during fiscal year 2023. The Lead Director presided at these executive sessions. |
Audit Committee | 9 | | 9 | |
Compensation Committee | 5 | | 6 | |
Governance Committee | 5 | | 6 | |
SMIT Committee
QRC | 5 | | 5 | |
The Executive Committee did not meet during fiscal year 2017. BD’snon-management directors met in executive session at each of the Board meetings held during fiscal year 2017.
During fiscal year
2017,2023, all directors attended at least 75% of the total number of meetings of the Board and the Committees on which he or she served.
The Board has adopted a policy pursuant to which directors are expected to attend the Annual Meeting of Shareholdersour annual shareholders' meetings in the absence of a scheduling conflict or other valid reason. All of the then sitting directors attended BD’s 20172023 Annual Meeting, except for Dr. Byington, who was unable to attend due to a personal matter.
Director independence
Under the NYSE rules and our Governance Principles, a director is not independent if the director has a direct or indirect material relationship with BD (other than his or her relationship as a director). The Governance Committee annually reviews the independence of Shareholders.all directors and nominees for director and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in the Governance Principles. The Independence Guidelines set forth certain categories of relationships (and related dollar thresholds) between BD and its directors, their immediate family members, or entities with which they have a relationship, which the Board has judged to be immaterial for purposes of a director’s independence. In the event that a director has any relationship with BD that is outside these immaterial relationships, the other independent members of the Board review the facts and circumstances to determine whether the relationship could impact the director's independence.
Non-management directors’ compensation
The Board believeshas determined that providing competitive compensationall of our non-management directors serving on the Board (William M. Brown, Catherine M. Burzik, Carrie L. Byington, R. Andrew Eckert, Claire M. Fraser, Jeffrey W. Henderson, Christopher Jones, Marshall O. Larsen, Timothy M. Ring, Bertram L. Scott and Joanne Waldstreicher) are independent under the NYSE rules and our Independence Guidelines. Mr. Polen is necessary to attractan employee of BD and retain qualifiednon-management directors. The key elementsis, therefore, not independent.
In determining that each of
BD’sour non-management directors is independent, the Board reviewed any transactions or other dealings by BD with organizations with which a director
compensation arehas a
cash retainer, equity compensation, Committee chair fees and Lead Director fees. Of the base compensation paid to thenon-management directors (cash retainer and equity), approximatelytwo-thirds is equity-based compensation. See “Corporate Governance—Other significant governance practices—Equity ownership by directors” on page 21. Mr. Forlenza does not receive compensation related to hisrelationship, such as service as
a director.Cash retainer
Eachnon-management director currently receives an annual cash retainer of $97,000 for servicesemployee or as a director. Directors do not receive meeting attendance fees.
Equity award
Eachnon-management director elected at an Annual Meetingmember of Shareholders is granted restricted stock units then valued at $199,000 (using the same methodology used to value awards made to our executive officers). Directors newly elected toits governing or advisory board. Based on its review, the Board receive a restricted stock unit grantdetermined that, is prorated fromin each instance, the effective date of their election torelationship was immaterial, or that the next Annual Meeting of Shareholders. The restricted stock units vest and are distributable one year from grant, unless deferred at the electionnature of the director.
relationship, the degree of the director’s involvement with the organization or transaction, and the amount involved did not otherwise constitute a relationship that would impair the director’s independence. The types of transactions with director-affiliated organizations considered by the Board consisted of the purchase or sale of products and/or services (in the cases of directors Brown, Burzik, Byington, Eckert, Fraser, Henderson, Jones, Ring, Scott and Waldstreicher), the licensing of intellectual property rights (in the cases of directors Byington, Fraser and Jones), an equity investment (in the case of Mr. Ring), and charitable contributions (in the cases of directors Jones and Scott).
Related person transactions
The Board has established a written policy (the “Policy”) requiring Governance Committee
chair/Lead Director feesAnnual fees for serviceapproval or ratification of transactions involving more than $120,000 per year in which a director or executive officer (or their immediate family members) or any shareholder owning more than 5% of BD’s outstanding common stock (excluding passive investors that own less than 20%), has or will have a material interest (referred to as a Committee chair and as Lead Director are set forth below. No fee is paid"related person transaction"). The Policy excludes certain specified transactions, including transactions available to the chair of the Executive Committee.
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Audit Committee chair | | $ | 20,000 | |
Compensation Committee chair | | $ | 15,000 | |
Governance Committee chair | | $ | 15,000 | |
SMIT Committee chair | | $ | 15,000 | |
Lead Director | | $ | 30,000 | |
Other arrangements
BD reimbursesnon-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. Per SEC rules, no compensation is attributed to the directors for these flights in the table below, since the aggregate incremental costs of spousal travel were minimal. Directors are also reimbursed for attending director education courses. BD may also invite spouses of directors to Board-related business events, for which they are reimbursed their travel expenses.
Directors are eligible,associates generally on the same basis asterms and conditions. The Governance Committee will approve or ratify only those transactions that it determines in its business judgment are fair and reasonable to BD associates, to participateand in BD’s Matching Gift Program, pursuant to which(or not inconsistent with) the best interests of BD matches contributions made to qualifying nonprofit organizations. The aggregate limit per participant is $5,000 per calendar year.
The following table sets forthand its shareholders, and that do not impact the compensation earned or received by BD’snon-management directors during fiscal year 2017.
Fiscal Year 2017Non-Management Directors’ Compensation
| | | | | | | | | | | | | | | | |
Name | | Fees earned
or paid
in cash($)(1) | | | Stock
awards($)(2) | | | All
other
($)(3) | | | Total($) | |
Basil L. Anderson | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Catherine M. Burzik | | | 95,416 | | | | 201,195 | | | | 5,000 | | | | 301,611 | |
R. Andrew Eckert | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Claire M. Fraser | | | 110,416 | | | | 201,195 | | | | 0 | | | | 311,611 | |
Christopher Jones | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Marshall O. Larsen | | | 140,416 | | | | 201,195 | | | | 0 | | | | 341,611 | |
Gary A. Mecklenburg | | | 110,416 | | | | 201,195 | | | | 5,000 | | | | 316,611 | |
James F. Orr | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Willard J. Overlock, Jr. | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Claire Pomeroy | | | 95,416 | | | | 201,195 | | | | 5,000 | | | | 301,611 | |
Rebecca W. Rimel | | | 95,416 | | | | 201,195 | | | | 0 | | | | 296,611 | |
Bertram L. Scott | | | 115,416 | | | | 201,195 | | | | 5,000 | | | | 321,611 | |
(1) | Reflects (i) cash retainer; (ii) annual Committee chair fees for Dr. Fraser and Messrs. Larsen, Mecklenburg and Scott; and (iii) Lead Director fee for Mr. Larsen. |
(2) | The amounts shown in the “Stock awards” column reflect the grant date fair value under FASB ASC Topic 718 of restricted stock units awarded tonon-management directors during the fiscal year. Since the average BD closing stock price for the 30 trading days prior to grant is used to determine the number of units granted rather than the grant date stock price, the amounts shown for the annual grant are slightly higher than the $199,000 target award value. For a discussion of the assumptions made by us in arriving at the grant date fair value of these awards, see Note 7 to the consolidated financial statements that are included in our Annual Report on Form10-K for the fiscal year ended September 30, 2017. |
Listed below are the aggregate outstanding restricted stock unit awards held by eachnon-management director at the end of fiscal year 2017.
| | | | |
Name
| | Stock Awards
Outstanding at
September 30,
2017 (#) | |
Basil L. Anderson
26 | | | 24,366 | |
Catherine M. Burzik
| | | 6,318 | |
R. Andrew Eckert
| | | 1,553 | |
Claire M. Fraser
| | | 20,498 | |
Christopher Jones
| | | 13,410 | |
Marshall O. Larsen
| | | 18,606 | |
Gary A. Mecklenburg
| | | 24,284 | |
James F. Orr
| | | 24,280 | |
Willard J. Overlock, Jr.
| | | 27,361 | |
Claire Pomeroy
| | | 5,221 | |
Rebecca W. Rimel
| | | 8,245 | |
Bertram L. Scott
| | | 25,795 | |
(3) | Amounts shown represent matching gifts under BD’s Matching Gift Program. |
Changes
Corporate governance
BD did not engage in any related person transactions subject to
non-management directors’ compensationDuring the Policy during fiscal year 2017,2023. It is anticipated that during fiscal year 2024, BD will make an investment in TEAMFund, LP II, a for-profit limited partnership (the “Partnership”) being formed by a non-profit (the “Non-Profit”) established by Timothy Ring, a director, and his wife, Kathryn Gleason. The Partnership is being formed for the Board undertook a reviewpurpose of director compensation,investing in medical technologies that address priority unmet healthcare needs in underserved populations, with areas of focus including medical technologies, medical devices, artificial intelligence-enabled healthcare, digital health, and technologies facilitating access to healthcare. It is anticipated that BD's committed investment in the Partnership will be $2 million, with the assistancecapital contribution to be made over a five-year period and BD will not make a capital contribution in any one year of Pay Governance. This review included$1 million or more. BD’s capital contribution would represent an analysis ofapproximate 1.3% limited partnership interest based on the director compensation practices of certain peer companies, includingamount the forms of equity compensation used, the mix of cash and equity compensation, and total compensation.Partnership seeks to raise. The peer group used in this analysis included the following companies: Abbott Laboratories; Agilent Technologies, Inc.; Allergan plc.; Baxter International Inc.; Boston Scientific Corporation; Danaher Corporation; Medtronic plc; Stryker Corporation; Thermo Fisher Scientific Inc.; and Zimmer Biomet Holdings, Inc.
Following this review, the Board approved the following changes to director compensation, effective at the conclusion of the 2018 Annual Meeting, so as to better align the Board’s compensation practices with those of the peer group companies:
The annual cash retainerNon-Profit will be increased to $107,000 from $97,000.
The value of the annual restricted stock unit awards will be increased to $209,000 from $199,000.
The annual fee for the SMIT Committee chair will be increased to $20,000 from $15,000, and the annual fee for the Lead Director will be increased to $40,000 from $30,000.
Directors’ Deferral Plan
Directors may defer receipt of all or part of their annual cash retainer and other cash fees pursuant to the provisions of the Directors’ Deferral Plan. Directors may also defer receipt of shares issuable to them under their restricted stock unit awards. A general description of the Directors’ Deferral Plan appears on page 5.
Communication with directors
Shareholders or other interested parties wishing to communicate with the Board, thenon-management directors or any individual director (including complaints or concerns regarding accounting, internal accounting controls or audit matters) may do so by contacting the Lead Director either:
by mail, addressed to BD Lead Director, P.O. Box 264, Franklin Lakes, New Jersey 07417-0264;
by calling the BD Ethics Help Line, an independent toll-free service, at1-800-821-5452 (callers from outside North America should use “AT&T Direct” to reach AT&T in the U.S. and then dial the above toll-free number); or
by email to ethics_office@bd.com.
All communications will be kept confidential and promptly forwarded to the Lead Director, who shall, in turn, forward them promptly to the appropriate director(s). Such items that are unrelated to a director’s duties and responsibilitiesinvest as a Board member may be excluded by our corporate security department, including, without limitation, solicitationslimited partner. Mr. Ring and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is determined to be illegal or otherwise inappropriate.
CORPORATE GOVERNANCE
Corporate Governance Principles
BD’s commitment to good corporate governance is embodied in our Principles. The Principles set forthMs. Gleason do not benefit financially from the Board’s views and practices regarding a number of governance topics, and the Governance Committee assesses the Principles on an ongoing basis in light of current practices. The Principles are available on BD’s website atwww.bd.com/investors/corporate_governance/.Printed copies of the Principles may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone201-847-6800.
Board leadership structure
The Board’s goal is to achieve the best board leadership structure for effective oversight and management of BD’s affairs. The Board believes that there is no single, generally accepted approach to providing board leadership, and that each possible leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the Board believes is the right board leadership structure may vary as circumstances warrant.
At the present time, the Board believes that the most effective leadership structure for BD is for our CEO to also serve as Chairman. The Board believes this combined role allows one person to speak for and lead the company and the Board, creates clear lines of authority and accountability, and provides the necessary leadership to execute BD’s strategy. Mr. Forlenza’s over 36 years of experience at BD and knowledge of our complex businesses, along with his extensive industry expertise, also make him uniquely qualified to lead the BoardPartnership since any return on the most important issues facing BD.
At the same time, the Principles provide for the appointment of a Lead Director from among the independent directors whenever the Chairman is not independent. The Lead Director role allows thenon-management directorsNon-Profit’s investment will inure solely to provide effective, independent Board leadership and oversight of management. Marshall O. Larsen has served as Lead Director since January 2015.
Under the Principles, the Lead Director:
presides over all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and at such other times as the Board deems appropriate,
has the authority to call meetings of the independent directors,
approves Board meeting agendas and information provided to the Board,
approves Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items,
coordinates the evaluation of the performance of the CEO by thenon-management directors,
serves as a liaison between thenon-management members of the Board and the Chairman, and as a contact person to facilitate communications by BD’s employees, shareholders and others with thenon-management members of the Board, and
if requested by major shareholders, ensures that he or she is available for consultation and direct communication.
The Board believes that having an independent Lead Director provides independent oversight of management, including risk oversight, while avoiding the risk of confusion regarding the Board’s oversight responsibilities and theday-to-day management of the business. As such, this structure provides independent Board leadership and engagement, while deriving the benefit of having the CEO also serve as Chairman.
Board oversightNon-Profit. Neither Mr. Ring nor Ms. Gleason will be employees of risk
General.or receive any compensation from the Partnership. In addition, a procedure has been established to address any potential conflicts that may arise between the investment activities of the Partnership and BD’s business. The Governance Committee has approved the proposed investment in the Partnership because (i) BD’s investment may provide BD management engagesinsight into emerging technologies that BD may have an interest in a process referred to as enterprise risk management (“ERM”) to identify, assess, manageacquiring or otherwise commercializing and mitigate a broad range(ii) the purpose of risks across BD’s businesses, regions and functions, and to ensure alignmentthe Partnership of our risk assessment and mitigation efforts with BD’s corporate strategy. The Audit Committee, through the authority delegated to it by the Board, is primarily responsible for overseeing BD’s ERM activities to determine whether the process is functioning effectively andmeeting unmet healthcare needs in underserved populations is consistent with BD’s business strategy. At least twice a year, senior management reviewshealth equity initiatives and 2030+ ESG goals, and with our corporate mission of “advancing the resultsworld of its ERM activities with the Audit Committee, including the process used within the organization to identify risks, management’s assessmenthealth.”
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| 2024 Notice of Annual Meeting and Proxy Statement | 27 |
Board’s oversight of risk
Role of the board and committees
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BOARD The full Board reviews the risks associated with BD’s strategic plan and discusses the appropriate levels of risk for the company in light of BD’s business objectives. This is done through an annual strategy review process, and from time-to-time throughout the year as part of the Board’s ongoing review of corporate strategy. Additionally, the Board conducts an annual review of BD's enterprise risk management ("ERM") program. The full Board also regularly oversees other areas of potential risk, such as significant acquisitions and divestitures, and succession planning for BD’s CEO and other members of senior management. |
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COMMITTEES The Committees are responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. In connection with its oversight responsibilities, each Committee often meets with the members of management who are primarily responsible for the management of risk in their respective areas, including, among others, BD’s Chief Financial Officer ("CFO"), Chief People Officer, General Counsel, Chief Risk Officer, Chief Ethics and Compliance Officer and senior leaders in regulatory, information technology and R&D. |
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| Audit Committee | Corporate Governance and Nominating Committee | Compensation and Human Capital Committee | Quality and Regulatory Committee |
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•Oversees BD’s ERM activities on a regular basis, including cybersecurity and data privacy risks. •Oversees BD’s accounting and financial reporting processes and the integrity of BD’s financial statements, BD’s global ethics and compliance program, and its hedging activities and insurance coverages. | •Oversees risks relating to BD’s corporate governance practices, including director independence, related person transactions and conflicts of interest, as well as the process and practices relating to the management and oversight of ESG matters. | •Oversees risks associated with BD’s compensation practices and programs and human capital management. | •Oversees matters relating to regulatory compliance and the quality and safety of BD’s products and services, including product cybersecurity. |
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MANAGEMENT BD’s management engages in an ERM process to identify, assess, manage and mitigate a broad range of risks across BD’s businesses, regions and functions, and to ensure alignment of our risk assessment and mitigation efforts with BD’s corporate strategy. At least twice a year, senior management reviews the results of its ERM activities with the Audit Committee, including the process used within the organization to identify risks (including consulting with outside advisors and experts), management’s assessment of the significant categories of risk faced by BD (including any changes in such assessment since the last review), and management’s plans to mitigate potential exposures. The significant risks identified through BD’s ERM activities and the related mitigation plans are also reviewed with the full Board at least once a year, as mentioned above. In addition, certain risks (such as supply chain issues and cybersecurity) are often reviewed in-depth with the Audit Committee and/or the full Board. |
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Specific risk
faced by BD (including any changes in such assessment since the last review), and management’s plans to mitigate potential exposures. On at least an annual basis, the significant risks identified through BD’s ERM activities and the related mitigation plans are reviewed with the full Board. Particular risks are then often reviewedin-depth with the Audit Committee or the full Board at subsequent meetings.In addition, the full Board reviews the risks associated with BD’s strategic plan and discusses the appropriate levels of risk in light of BD’s business objectives. This is done through an annual strategy review process, and from time to time throughout the year as part of the Board’s ongoing review of corporate strategy. The full Board also regularly oversees other areas of potential risk, including BD’s capital structure, acquisitions and divestitures, and succession planning for BD’s CEO and other members of senior management.
The various Committees of the Board are also responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. The Audit Committee, among other things, oversees BD’s accounting and financial reporting processes and the integrity of BD’s financial statements, BD’s processes regarding compliance with laws, and its hedging activities and insurance coverages. The oversight
Compensation
Committee oversees risks associated with BD’s compensation practices and programs
the SMIT Committee reviews risks relating to our innovation and product development activities, and the Governance Committee oversees risks relating to BD’s corporate governance practices, including director independence, related person transactions and conflicts of interest. In connection with its oversight responsibilities, each Committee often meets with the members of management who are primarily responsible for the management of risk in their respective areas, including, among others, BD’s Chief Financial Officer, Chief Human Resource Officer, Chief Medical Officer, General Counsel, and senior regulatory, IT, R&D and compliance officers.Risk assessment of compensation programs.With respect to our compensation policies and practices, BD’s
BD management has reviewed our
compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on BD. In connection with this risk assessment, management reviewed the design of BD’s compensation and benefits programs (in particular, our performance-based compensation programs) and related policies, potential risks that could be created by the programs, and features of our programs
and corporate governance generally that help
to mitigate risk. Among the factors considered were the mix of cash and equity compensation, and of fixed and variable compensation, paid to our associates; the balance between short- and long-term objectives in our incentive compensation; the performance targets, mix of performance metrics, vesting periods, threshold performance requirements and funding formulas related to our incentive compensation; the degree to which programs are formulaic or provide discretion to determine payout amounts; caps on payouts; our clawback and share
retention and ownership policies; and our general governance structure. Based on this review, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on BD.
Director nomination process
Role
Cybersecurity
The Board and its Committees provide oversight of our cybersecurity program, including the protection and resilience of our products, operational technology (OT) used in manufacturing and distribution, and enterprise information technology (IT). The Audit Committee regularly reviews the IT and OT cybersecurity programs and the QRC reviews the product cybersecurity program. Other communications pertaining to significant cybersecurity risks are shared with the Board as needed. Management leverages its Cybersecurity Risk Committee, chaired by the Chief Risk Officer, to ensure a multidisciplinary approach to managing cybersecurity risks across the organization. Management also conducts cybersecurity crisis simulations with the full Board and senior management in order to train them on cybersecurity matters. We also provide opportunities for the directors to take third-party cybersecurity training through external service providers.
BD Information Security works closely with teams across BD to implement the Company's strategy across its IT, OT and product offerings. BD utilizes a framework to incorporate cybersecurity into its product design and manufacturing processes, customer support and enterprise systems that is aligned to multiple industry-leading cybersecurity standards, including those from the International Organization for Standardization (ISO) and the National Institute of Standards and Technology (NIST).
Each year a range of third parties independently assess BD products. To demonstrate our commitment to product security, BD makes these industry recognized certifications available through the BD Cybersecurity Trust Center at www.bd.com/cybersecurity, which is not part of, or incorporated by reference into, this proxy statement.
Product quality and patient safety
The QRC provides oversight of matters relating to regulatory compliance and the quality and safety of BD's products and services. The QRC receives in-depth updates from BD's management on the overall quality strategy and the systems in place to monitor the quality and safety of BD's products and services, the quality internal audit program and the results of product quality and quality system assessments by BD and external regulators (and BD's response to such assessments), and the processes and procedures relating to the compliance with relevant laws and regulations. Management also provides regular updates to the QRC on risks and developments in the global regulatory environment and any product quality, safety or regulatory registration or compliance issues, including any relating to product cybersecurity. The QRC also reviews any product quality, safety or regulatory registration or compliance risks identified in connection with acquisitions and the related integration plans for such businesses. The full Board also receives periodic updates on product quality and patient safety risks. BD's management, through its Inspire Quality program, works to continue streamlining and strengthening our governance mechanisms to provide oversight for key quality, regulatory and medical matters.
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| 2024 Notice of Annual Meeting and Proxy Statement | 29 |
ESG oversight
At the Board level, the Governance Committee
has oversight responsibility for the processes, policies and practices relating to ESG matters. Oversight of BD's 2030+ ESG goals (discussed below) and other important ESG matters is allocated among the Board and the Committees. The Governance Committee reviews potential director candidatesoversees the 2030+ ESG goal related to Climate Change, Product Impact and recommends nominees for directorTransparency; the Compensation Committee oversees the 2030+ ESG goal related to Healthy Workforce and Communities; and the Audit Committee oversees the 2030+ ESG goal related to Responsible Supply Chain. In addition, the full Board also receives an annual update on BD's progress on our 2030+ ESG goals and an annual in-depth review of ID&E, in addition to periodic updates on other ESG matters, including cybersecurity and Board composition.
At the management level, BD's Enterprise Risk and ESG Committee ("ERC") oversees BD's ERM program and its progress towards the 2030+ ESG goals and other priority ESG matters. The ERC consists of a cross-functional group of management and works with various internal operating committees that are executing on BD's ESG strategy. The ERC aims to create an enterprise wide culture that promotes open discussion regarding risk and opportunities and integrates effective risk management into our goals and objectives. The ERC is also responsible for overseeing the information on ESG initiatives provided to the Board and Committees, and external and internal reporting on ESG matters.
The table below lays out Board and Committee primary oversight of BD's 2030+ ESG goals and other important ESG matters. BD's 2030+ ESG goals have been highlighted in bold.
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| Board's Role of Oversight of ESG |
Corporate Governance and Nominating Committee | Compensation and Human Capital Committee | Audit Committee | Quality and Regulatory Committee | Full Board |
•ESG Goals and Sustainability Review •Climate Change •Product Impact (Plastics/Packaging) •Transparency •Board Composition •Lobbying/Political Contributions •Social Investing | •Healthy Workforce and Communities ◦ID&E •Executive Compensation | •Responsible Supply Chain •Enterprise and Operational Technology Cybersecurity •Privacy •Business Ethics & Compliance | •Product Quality and Safety •Product Cybersecurity | •Climate Change •Healthy Workforce and Communities ◦ID&E •Product Quality and Safety •Cybersecurity •Board Composition •Executive Compensation |
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| BD Enterprise Risk and ESG Committee |
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| BD Operating Committees |
ESG
BD's ESG strategy, Together We Advance, serves as a framework through which BD addresses the most relevant ESG issues for BD and its consideration. Instakeholders. Our approach builds on BD's core Purpose – Advancing the world of health™ – and focuses on making meaningful impacts across four key pillars:
•Company Health:Building a strong business foundation through good governance and transparent reporting.
•Planet Health: Implementing sustainable solutions to reduce the company's environmental footprint.
•Community Health: Collaborating with communities and investing company resources to do what is right.
•Human Health: Empowering employees to innovate new products and solutions to deliver what's next in healthcare.
The health of our company, our planet, our communities and the people we serve are directly connected, and when BD successfully addresses the health of one, we often solve for challenges in another. Together We Advance embraces these interconnections, with the ultimate goal of driving positive collective outcomes and a healthy, resilient world for all.
2030+ Impact areas and goals
Under BD's Together We Advance strategy, BD has made commitments in five areas to achieve by 2030 (and beyond) that are most important to BD and its recommendations,stakeholders and where BD has identified opportunities to create meaningful, measurable change across the Governance Committee assessespillars of health over the overall compositionnext decade. These five areas - Climate Change, Product Impact, Responsible Supply Chain, Healthy Workforce and Communities, and Transparency - connect across and advance the four pillars of the Board, including diversity, skills, background, experience and prominence in areas of
importance to BD. The Board seeks to achieve among its members a diversity of viewpoint, experience, knowledge, ethnicity and gender that fitsESG strategy, each impacting the needshealth of the company, planet, communities and people. Achievement of these goals will help us drive positive health outcomes and continue our commitment to help achieve UN Sustainable Development Goals (SDGs).
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| 2024 Notice of Annual Meeting and Proxy Statement | 31 |
•Climate Change: Reducing Scope 1 and 2 greenhouse gas (GHG) emissions 46% by 2030 (from a 2019 baseline) and achieving carbon neutrality across direct operations by 2040. This science-based target is aligned with the 1.5°C global emissions reduction pathway. In September 2021, we strengthened our commitment to reducing emissions by joining the UN Race to Zero, via the Business Ambition for 1.5°C and Science Based Targets initiative (SBTi). BD submitted science-based targets to SBTi for Scope 3 GHG emissions for verification at the end of FY2023.
•Product Impact: Reducing the environmental impact of BD's product portfolio by addressing plastic and packaging material consumption and the impact of plastics throughout its value chain through considerations in product design. BD will also apply minimum environmental and human health criteria to new products and product changes to ensure meaningful and sustainable product improvements across the life cycle. This year, BD announced a next-generation circularity pilot program with Casella recovery efforts to include a wide range of red box waste, including BD syringes and needles, discarded by a variety of care facilities.
•Responsible Supply Chain: Working with supply chain partners to quantify and reduce Scope 3 emissions in line with 1.5˚C emissions scenarios, in addition to strengthening engagement with supply chain partners on their labor and environmental practices and performance.
•Healthy Workforce and Communities: Maintain a healthy and thriving workforce that cultivates our culture of inclusion, safety and well-being, and contributes to advancing equitable health around the world.
•Transparency: Reporting clear information around performance and progress toward BD's ESG goals through an annual sustainability report in alignment with recognized external ESG reporting frameworks, including the Taskforce for Climate Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB).
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| 2024 Notice of Annual Meeting and Proxy Statement | 33 |
BD reports annually on ESG matters and progress against its goals in BD's ESG Report. As part of BD's 2030+ Transparency goal, BD's annual ESG Report contains disclosures aligned with recognized frameworks from the Global Reporting Initiative™ (GRI) Sustainability Reporting Standards and SASB Medical Equipment and Supplies Sustainability Accounting Standard. While the report is not intended to fully meet the requirements of the GRI Sustainability Reporting Standards or SASB Standard, reference numbers for standard disclosures are included where full or partial information is provided. For climate reporting, BD follows the recommendations of the TCFD and reports annually to the CDP (formerly the Carbon Disclosure Project). Our 2022 ESG Report is available at www.bd.com/en-us/about-bd/esg#sustainability, and is not part of, or incorporated by reference into, this proxy statement.
Inclusion, diversity and equity
We strive to put ourselves in the best position to support the communities we live and work in and serve our customers and patients. BD’s associates represent diverse thinking and experiences helping BD achieve its leadership position in the medical technology industry and the global marketplace. A key component of BD's journey to continually build a better BD is our commitment to global ID&E. We believe this commitment, coupled with our purpose and culture, allows us to better understand patient and customer needs and develop innovative technologies to meet those needs.
While we continue to make progress in driving inclusion and equity throughout the company, we also seek to continuously improve. Each year, we establish annual corporate ID&E goals to ensure equity in hiring, development, advancement and retention of talent at every level of the organization and to further our culture of inclusion. In addition, our executive leaders serve as sponsors to our nine global Associate Resource Groups (ARGs). Our ARGs are empowered to set strategic goals aligned with their mission and centered around efforts to advance our company, our local communities and associates' careers, while fostering acceptance, allyship and equity in professional development opportunities.
Externally, we remain involved in industry ID&E efforts with the Advanced Medical Technology Association (AdvaMed) to improve diversity in the medical technology industry. We remain committed to sustaining meaningful, long-term strategic partnerships and programs to help ensure that
particular time.It iswe are advancing the Governance Committee’s policyhealth of our people and patient communities.
Our collective efforts have garnered recognition from respected organizations across the country, including Disability: IN's Best Places to consider referrals of prospective director nomineesWork for the Board from other Board membersDisability Inclusion, Bloomberg’s Gender Equality Index, and management,Diversity Inc.’s Noteworthy Companies award, as well as shareholdersawards for LGBTQ and otherwomen inclusion. In addition, we were awarded Best Code of Conduct and ranked a top ten company in the U.S. Transparency Awards by Labrador and named to the 100 Best Corporate Citizens list by 3BL, placing in the top two in the healthcare equipment and services industry. We publish our latest Global Inclusion, Diversity and Equity Report, which summarizes BD's ID&E accomplishments and highlights the ways that inclusion is central to our culture. Our most recently available report is available at www.bd.com/en-us/about-bd/esg#inclusiondiversityequity which is not part of, or incorporated by reference into, this proxy statement.
Pay equity
BD is committed to compensating its associates fairly and equitably because we believe that pay equity is critical to our success in supporting a global and inclusive workforce. We take a proactive approach to gender and ethnic pay equity and continually monitor our compensation program. We regularly conduct comprehensive audits, internal and external
sources, such as retained executive search firms. The Governance Committee seeks to identify a diverse range of qualified candidates, including, without limitation, womenanalyses, salary benchmarking and
minority candidates. The Governance Committee utilizes the same criteria for evaluating candidates, irrespective of their source.The Governance Committee has from time to time used a search firm to assist in its effortsbias assessments to identify and evaluate potential candidates for director. The role of the search firm isremedy unexplained disparities. We conduct targeted annual pay analyses that assess pay on a statistical basis and consider factors relevant and known to identify a pool of potential director candidates based on the specifications provided by the Governance Committee, and evaluate candidates recommended by other members of the Board or management. The firm reviews the potential candidates with the Governance Committee, performs outreach to candidates selected from the pool to assess interest and availability, conducts reference and background checks and arranges candidate interviews with members of the Governance Committee and our CEO.
When considering potential director candidates, the Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of BD’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. The Governance Committee believes that any nominee for director must meet the following minimum qualifications:
Candidates should be persons of high integrity who possess independence, forthrightness, inquisitiveness, good judgment and strong analytical skills.
Candidates should demonstrate a commitment to devote the time required for Board duties,impact compensation, including but not limited to, attendancetenure, role, career level and geographic differentials. Where appropriate, we take action and make pay adjustments to address any inconsistencies.
The results of our 2023 pay equity assessment, which covered associates in 62 countries representing approximately 70% of BD’s global associate population, showed that on average both women and men are paid within a range that would be expected after controlling for legitimate differentiating factors. The analysis revealed that we achieved base pay equity with our female associates in 2023 earning $1 for every $1 earned by male associates globally. In the U.S., we found that female associates earned an average of 99 cents for every $1 earned by male associates. We remain steadfast in our commitment to managing our compensation decisions and processes with the goal of identifying and remedying any practices that may contribute to internal pay gaps.
EEO-1 Report
As part of BD's continued commitment to transparency and progress on our ID&E commitments and based on feedback from internal and external stakeholders, we publish our most recently filed U.S. Federal Employment Information Report (EEO-1). The data in our most recent consolidated EEO-1 report is based on BD’s population in the U.S. in December 2022 and reflects BD’s U.S. workforce as of that time. BD's consolidated EEO-1 report is available at meetings.www.bd.com/en-us/about-bd/esg#inclusiondiversityequity. The EEO-1 report requires BD to categorize employees into ten broad EEO-1 Component 1 Data Collection Job Categories. These categories do not necessarily match the job categories in which BD organizes its workforce and evaluates its diversity and inclusion data. Thus, meaningful comparisons between EEO-1 Report data and other descriptions of BD’s diversity statistics and disclosures may not be possible.
CandidatesNote about website and ESG reports
The reports mentioned above, or any other information from the BD website, are not part of, or incorporated by reference into, this proxy statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be team-orientedcarefully considered. Our statements and committedreports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. Inclusion of metrics or other information in such reports or in this proxy statement is not intended to imply that such information is material to BD. The statements and reports may also change at any time and we undertake no obligation to update them, except as required by law.
Code of conduct
The BD Code of Conduct is applicable to all directors, officers and associates, including our CEO, CFO, principal accounting officer and other senior financial officers. It sets forth BD’s policies and expectations on several topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of BD’s assets, and business ethics. The Code of Conduct also sets forth procedures for addressing any potential conflict of interest (or the interestsappearance of a conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal control and auditing matters. The Code of Conduct is available in English and over 30 other languages. Every BD associate is required to complete annual training on the Code of Conduct.
BD also maintains an Ethics Helpline, which is accessible via telephone number and web-based portal, for BD associates as a means of raising concerns or seeking advice. The Ethics Helpline is available to all shareholders as opposed to those of any particular constituency.
The Governance Committee assesses the characteristics and performance of incumbent director nominees against the above criteriaassociates worldwide, as well as third parties, such as vendors, suppliers and customers. Associates using the Ethics Helpline may choose to remain anonymous (unless prohibited by local law) and all inquiries are kept confidential to the extent applicable, considerspracticable in connection with the impactinvestigation of an inquiry. All Ethics Helpline inquiries are forwarded to BD’s ethics and compliance department for investigation. In accordance with BD's complaint handling procedures, the Audit Committee is informed of any changesignificant matters, whether reported through the Ethics Helpline or otherwise, including accounting, internal control or auditing matters, or any fraud involving senior management or persons who have a significant role in BD’s internal controls.
Any waivers from any provisions of the
principal occupationsCode of
suchConduct for executive officers and directors
during the last year. To aid in this process, the Governance Committee solicits feedback from all the other directors on the Board. Upon completion of its assessment, the Governance Committee reports its recommendations for nominationswill be promptly disclosed to shareholders. In addition, certain amendments to the
full Board.Shareholder recommendations
To recommend a candidate for consideration, a shareholder should submit a written statementCode of Conduct, as well as any waivers from certain provisions of the qualificationsCode of Conduct given to BD’s CEO, CFO or principal accounting officer, will be posted at the website address set forth below.
The Code of Conduct is available on BD’s website at investors.bd.com/corporate-governance/governance-documents. Printed copies of the proposed nominee, including full name and address, toCode of Conduct may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880.Proxy access nominations
07417-1880; telephone 201-847-6800.
Enterprise ethics and compliance
Under the oversight of the Audit Committee, BD’s global Ethics and Compliance function seeks to ensure that BD has a “proxy access”by-law, which permits eligible shareholderscomprehensive compliance program that is designed to nominate candidates forprevent and detect wrongdoing and continuously encourages lawful and ethical conduct. BD’s Chief Ethics and Compliance Officer leads the global Ethics and Compliance function and, along with the BD Board for inclusion in BD’s proxy statement and proxy card. Our proxy accessby-law provides that a shareholder, or a groupCompliance & Ethics Committee, which is comprised of up to 20 shareholders, owning 3% or moremembers of BD’s outstanding common stockexecutive leadership team, oversees these activities. The program is
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| 2024 Notice of Annual Meeting and Proxy Statement | 35 |
integrated into our global business operations. We evaluate the effectiveness of our program and periodically tailor it to appropriately address the risks inherent in our global business.
In addition to our Code of Conduct, BD has a set of global policies and standards, including our Global Standards for at least three years,Interactions with Healthcare Providers, Healthcare Organizations and Government Officials, which are designed to ensure associates have clear guidance on how to do what is right in the context of their work for BD. BD associates must comply with these Global Standards, the BD Code of Conduct, BD policies and procedures, applicable laws and regulations, and relevant industry codes (including AdvaMed, APACMed, MedTech Europe, Mecomed, and ABIMED).
BD associates receive information and training about the Code of Conduct, Global Standards and other policies in several ways, including periodic communications and trainings. Associates can nominate upaccess detailed information on our expectations through our intranet and on our ethics and compliance mobile app.
Except as prohibited by applicable law, BD associates are obligated to two individualsreport any suspected violations of laws, industry codes, the BD Code of Conduct or 20 percentBD policies in accordance with BD’s Global Speaking Up Policy. BD takes all reports of violations of laws, BD policies, and ethical standards seriously and will promptly, fairly, and thoroughly investigate such reports. BD does not tolerate any form of retaliation against any person who in good faith reports an actual or suspected violation or cooperates in BD investigations.
Board practices, policies and processes
Governance best practices
BD’s commitment to good corporate governance is embodied in our Governance Principles. The Governance Principles set forth the
Board, whichever is greater, for election at an annual shareholders meeting, if the shareholder(s)Board’s views and practices regarding a number of governance topics, and the
nominee(s) meetGovernance Committee assesses the
relevant requirementsGovernance Principles on an ongoing basis in
ourBy-laws.Other significant governance practices
Described below are somelight of the othercurrent best practices.
The following is a summary of our significant corporate governance practices that have been instituted by the BD Board.practices.
| | |
| Corporate Governance Practices |
|
•Annual election of directors •Majority voting standard for election of directors •10 out of 11 director nominees are independent •Robust lead director structure •Rigorous annual board self-evaluation and director renomination process •Shareholder right to call special meetings •Proxy access bylaw •Shareholder right to act by written consent •Restrictions on corporate political contributions •Annual report of charitable contributions •Director and executive officer share ownership requirements •Overboarding policy •No poison pill •Active shareholder engagement process •Mandatory director retirement policy •Robust director orientation and education process |
|
Annual election of directors
BD’s directors are elected annually. The Board believes that annual elections of directors reflect a corporate governance best practice, as it provides shareholders the opportunity to express their views on
thedirector performance
of the entire Board each year.
Voting
Majority voting standard for
election of directors
Under ourBy-Laws, in
In uncontested elections (where(that is, where the number of nominees does not exceed the number of directors to be elected), nominees for director must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board. Any incumbent director who receives a greater number of votes “against” the director’s election than votes “for” such election is required to offer to submit his or her resignation to the Board following the shareholder vote. The Governance Committee will consider and recommend to the Board whether to accept the resignation offer. The Board will act on such recommendation and publicly disclose its decision within 90 days following the shareholder vote. This structureprocess allows the Board the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to dissatisfaction with a director’s overall performance or is the result of shareholder views on a particular issue, and enablesissue.
Director retirement policy; term limits
It is BD’s policy that directors retire from the Board
effective at the conclusion of the Annual Meeting of Shareholders following their 75th birthday. Under special circumstances, the Board may approve exceptions to
avoid undesirable and disruptive governance consequences.Board self-evaluation
this policy. The Board believes, however, that any exceptions should be rare. Prior to a rigorous self-evaluation process is importantdirector’s 72nd birthday, the Governance Committee will begin discussions with the director regarding the director’s tenure and skills, the director’s anticipated future contributions to the ongoing effectivenessBoard, and the Board’s composition and needs going forward to determine whether the director’s continued service to the mandatory retirement age of 75 is appropriate.
It is BD’s policy to avoid term limits for directors, which have the disadvantage of discontinuing the service and contributions of directors who have developed valuable experience and insight into BD and its operations or provide a particular expertise.
Executive sessions of independent directors
The independent directors meet in executive session as a matter of course at each regular meeting of the Board. Following each meeting of the independent directors, the Lead Director discusses with the CEO, to the extent appropriate, matters addressed in or arising from the executive session.
Director continuing education and new director orientation
To that end, each yearenhance and expand the Board's knowledge of the healthcare industry and topics relevant to its oversight responsibilities, we provide our directors with continuing education presentations developed by both internal and external expert speakers. Various key stakeholders, including customers and investors, also meet with the Board conducts a self-evaluation of its performance. AsDirectors from time-to-time as part of this process, eachour director completes an evaluation formeducation program. Additionally, the Board and individual directors periodically participate in site visits to BD facilities. We also encourage our directors to participate in external continuing director education programs. New directors also participate in orientation sessions that provide them with a thorough understanding of BD’s business and strategies.
Director outside affiliations
Under our Governance Principles, non-management directors can sit on specific aspectsno more than three public company boards (including BD) if the director is employed on a full-time basis, and four public companies (including BD) if the director is not so employed.
Pursuant to BD's Governance Principles, directors are required to seek the consent of the Board, including the Board’s composition, the culture of the Board, committee structure, the Board’s relationship with management, Board meetingsChairman and the Board’s oversightGovernance Committee prior to accepting any invitation to serve on another corporate or not-for-profit board. In reviewing any such request, consideration is given to the whether the outside board creates any actual or potential conflict of strategy, riskinterest and the director's existing time commitments, including any leadership roles the director holds on other aspectspublic company boards. The Governance Committee conducts
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| 2024 Notice of Annual Meeting and Proxy Statement | 37 |
an annual review of
BD’s business. A complete list of the areas covered by the Board evaluation is availabledirector commitment levels, and affirms that all non-management directors are compliant with our Governance Principles. See "Director Nomination Process" on
BD’s website atwww.bd.com/investors/corporate_governance. The collective responses are then presented by the chairpage 21 for a further discussion of the Governance
Committee to the full Board. As partCommittee's review of
the evaluation, the Board assesses the progress in the areas targeted for improvement a year earlier,candidates outside time commitments and
develops actions to be taken to enhance the Board’s effectiveness over the next year. In recent years, Board self-evaluations have led to, among other things, changes designed to improve the efficiency of our Board meetings, and to enhance our director continuing education program and our onboarding process for new directors. Additionally, each Committee conducts an annual self-evaluation of its performance through a similar process.Equity ownership by directors
The Board believes that directors should hold meaningful equity ownership positions in BD. To that end, a significant portion ofnon-management director compensation is in the form of restricted stock units. The Board believes that these equity interests help to better align the interests of thenon-management directors with our shareholders. Under the Board’s share ownership guidelines, eachnon-management director is required to own shares of common stock (which includes restricted stock units) valued at five times the annual cash retainer and must comply with the guidelines within three years of joining the Board. All of ournon-management directors have achieved the required share ownership or are within the three-year grace period.
Shareholder engagement
Our relationship with our shareholders and their views about BD are important to us, and the Board recognizes the value of director engagement with BD’s major shareholders. To that end, the Board has established a process by which shareholders can request direct engagement with ournon-management directors regarding executive compensation, corporate governance, board and CEO succession, risk management oversight and other matters within the purview of the Board. This process can be found on our website atwww.bd.com/investors/corporate_governance/. The Board may also initiate direct communications with BD shareholders at any time, in its discretion.
affiliations. Annual Report of Charitable Contributions
In furtherance of BD’s commitment to good governance and disclosure practices, the Principles require that BD’s charitable contributions or pledges in an aggregate amount of $50,000 or more in any fiscal year (not including contributions under BD’s Matching Gift Program) to entities with which BD’s directors and executive officers, or their families, are affiliated must be approved by the Governance Committee. In addition, BD posts on its website, atwww.bd.com/investors/corporate_governance/, an Annual Report of Charitable Contributions (the “Contributions Report”) listing all contributions and pledges made by BD during the preceding fiscal year in an amount of $10,000 or more to organizations affiliated with any director or executive officer. The Contributions Report includes a discussion of BD’s contributions philosophy and the alignment of BD’s philanthropic activities with this philosophy.
Enterprise compliance
Under the oversight of the Audit Committee, BD’s enterprise compliance function seeks to ensure that BD has policies and procedures designed to prevent and detect violations of the many laws, regulations and policies affecting our business, and that BD continuously encourages lawful and ethical conduct. BD’s enterprise compliance function supplements the various compliance and ethics functions that are also in place at BD, and seeks to ensure better coordination and effectiveness through program design, prevention, and promotion of an organizational culture of compliance. A committee comprised of members of senior management oversees these activities. Another key element of this program is training. This includes a globalon-line compliance training program focused on BD’s Code of Conduct, as well as other courses covering various compliance topics such as antitrust, anti-bribery, conflicts of interest, financial integrity, industry marketing codes and information security.
Political contributions
We prohibit the use of BD corporate funds to support any candidate, political party, ballot measure or referendum campaign, unless an exception is approved by the CEO and the General Counsel. To date, no exceptions have been sought or approved. If an exception is approved, it may only be granted without regard to the personal political affiliations or views of any individual BD associate at any level across the organization.
As permitted under U.S. law,
BDthe Company operates a political action
committee.committee ("PAC"). The BD PAC is a mechanism to enable eligible U.S. associates to voluntarily support candidates for elected office who share BD’s perspectives and approaches to public policy issues.
Contributions to BD PAC are entirely voluntary and are governed by the BD PAC By-Laws. BD provides administrative support to the PAC, as permitted under federal law.
BD has not authorized the establishment of any political action committees operating on the state or local level.
The Company prohibits the use of corporate funds and assets to support U.S. federal or state candidates, political parties, ballot measures or referendum campaigns. Exceptions to this policy require approval by the CEO, General Counsel and a designated member of the Governance Committee. To date, no exceptions have been sought or approved.
BD is a member of numerous trade associations through which we seek to advance collaborative and constructive approaches to industry engagement with policymakers and other stakeholders. BD also participates in a variety of issue advocacy coalitions and alliances that seek to advance policy proposals focused on key priorities for our company. We have informed our major U.S. trade associations and relevant 501(c)(4) organizations that they are prohibited from applying any BD funds to support contributions to any U.S. federal or state candidate, political party, ballot measure or referendum campaign.
In all cases, BD policy prohibits directors and employees from using company resources to promote their personal political views, causes or candidates, and specifies that the company will not directly or indirectly reimburse any personal political contributions or expenses.
Annual report of charitable contributions
In furtherance of BD’s commitment to good governance and transparent disclosure practices, BD is a membercharitable contributions or pledges in an aggregate amount of numerous trade associations that provide a venue for the medical technology sector$50,000 or more in any fiscal year (excluding contributions under BD’s Matching Gift Program) to work together to advocate its position on issues that impact our industry. In the U.S., the major associations of which BD is a member include AdvaMed and AdvaMedDx, the Healthcare Institute of New Jersey and the California Life Sciences Association. We have informed our major U.S. trade associations that they are not permitted to use any BD fees to support any candidate, political party, ballot measure or referendum campaign, unless approved by BD’s CEO and General Counsel.
Director independence; Policy regarding related person transactions
Director independence
Under the NYSE rules and our Principles, a director is deemed not to be independent if the director has a direct or indirect material relationship with BD (other than his or her relationship as a director). The Governance Committee annually reviews the independence of all directors and nominees for director and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in the Principles. The Independence Guidelines set forth certain categories of relationships (and related dollar thresholds) between BD and directors and their immediate family members, or entities with which they haveBD’s directors and executive officers, or their families, are affiliated must be approved by the Governance Committee. In addition, BD posts on its website, at investors.bd.com/corporate-governance, an Annual Report of Charitable Contributions (the “Contributions Report”) listing all contributions and pledges made by BD during the preceding fiscal year in an amount of $10,000 or more to such affiliated organizations. The Contributions Report includes a relationship, which the Board, in its judgment, has deemeddiscussion of BD’s contributions philosophy.
Shareholder engagement
BD believes that effective corporate governance should include regular, constructive conversations with our shareholders. Each year BD conducts a robust shareholder engagement program to be either material or immaterial for purposesaddress shareholder questions and concerns, and to seek input and gain perspective on company policies and practices. Topics covered include, among others, corporate strategy, board composition and refreshment, sustainability and climate change, human capital management, ID&E and executive compensation.
| | | | | | | | | | | |
| December-January | |
| •Publish Annual Report to Shareholders and Proxy Statement •Conduct engagement with investors on ballot items •Hold Annual Meeting of Shareholders | |
| | |
| July-October |
•Active engagement by reaching out to top 75 shareholders •Share investor feedback with the Board •Board considers and incorporates investor feedback received throughout the year |
| | |
| February-June |
•Review Annual Meeting results with the Board •Incorporate shareholder feedback into upcoming ESG report •Evaluate proxy season trends, corporate governance best practices, and regulatory developments |
Summary of assessing a director’s independence. In the event that a director has any relationshipshareholder meetings
During our 2023 engagement, we reached out to our top 75 shareholders, representing approximately 69% of our outstanding shares, to offer engagement meetings, and subsequently engaged with BD that is not addressed in the Independence Guidelines, the independentshareholders holding approximately 42% of our outstanding shares. The Lead Director and other members of the Board reviewparticipated in a number of these meetings. These meetings also included senior representatives from one or more of our corporate secretary, investor relations, sustainability, human resources, regulatory and quality teams. The table below summarizes the factskey topics that were of interest to our shareholders during the 2023 engagement season:
| | | | | | | | |
Commonly discussed topics during BD's 2023
shareholder engagement season |
| | |
•ESG Reporting •Oversight of ESG •Climate Change and GHG Emissions •ID&E | •Product Quality and Safety •Human Capital Management •Executive Compensation •Supply Chain Management | •Director Tenure •Board Refreshment and Composition •Board Diversity |
| | |
Each year, the Board reviews the feedback from our shareholder engagements and circumstancesdiscusses opportunities to determine whether suchimprove our governance and other practices. The substantial majority of the shareholders to whom we spoke to in 2023 were supportive of our current practices, including Board composition and refreshment, the progress on our ESG goals and related disclosures, and our executive compensation program. Practices that the Board and management have adopted in the past as a result of our dialogue with shareholders include enhancing the director skills matrix and disclosures on Board representation and refreshment in our proxy statement, adding information in our ESG Report on BD’s contribution to health equity, and disclosing data on BD’s U.S. workforce by publishing BD’s annual EEO-1 report on our website.
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| 2024 Notice of Annual Meeting and Proxy Statement | 39 |
Responsiveness to 2023 Annual Meeting shareholder proposal
During our 2023 shareholder engagement, we also spoke to shareholders regarding the shareholder proposal that received majority support at our 2023 Annual Meeting, including a number of shareholders that voted in favor of the proposal. The proposal requested that BD seek shareholder approval of any “senior manager’s new or renewed pay package” that provides for severance or termination payments exceeding 2.99 times the sum of the individual’s base salary plus target bonus. As noted in last year’s proxy statement, the Board recommended against the proposal because, among other things, the proposal included the accelerated vesting of equity awards in the calculation of severance or termination pay, which the Board believed would severely limit BD’s ability to attract and retain key talent. In response to the proposal, we sought shareholder feedback on BD’s adoption of a “cash-only” termination pay policy (the "Executive Officer Cash Severance Policy") that would prevent BD from entering into any new agreement, plan or policy that provides for the payment of cash termination benefits to an executive officer exceeding 2.99 times the sum of the officer’s base salary plus target bonus, without seeking stockholder approval or ratification. We received positive feedback on this approach from the shareholders to whom we spoke during our 2023 engagement. Shareholders expressed their belief that this was a reasonable approach for BD to take in response to the proposal, and no investor we engaged with requested the inclusion of accelerated equity vesting in the calculation of the termination pay limit. Based on this shareholder feedback, the Board subsequently adopted the Executive Officer Cash Severance Policy in November 2023, which is available on our website at investors.bd.com/corporate-governance/governance-documents.
Other Ways We Engage:In addition to BD’s annual shareholder outreach and engagement program, BD engages in activities designed to inform and seek shareholder input throughout the fiscal year, including without limitation, quarterly earnings calls, industry presentations and conferences, company-hosted events and presentations, and securities analyst meetings.
Communications with the Board
Our relationship with our shareholders and their views about BD are important to us, and the Board recognizes the value of director engagement with BD’s shareholders. Shareholders or other interested parties wishing to communicate with the Board, the independent directors as a group, the Lead Director or any individual director (including complaints or concerns regarding accounting, internal accounting controls or audit matters) may do so:
•by mail, addressed to BD Lead Director, P.O. Box 264, Franklin Lakes, New Jersey 07417-0264;
•by calling the BD Ethics Helpline, an independent toll-free service, at 1-800-821-5452 (callers from outside North America should use “AT&T Direct” to reach AT&T in the U.S. and then dial the above toll-free number); or
•by email to ethics_office@bd.com.
All communications will be kept confidential and promptly forwarded to the Lead Director, who shall, in turn, forward them promptly to the appropriate director(s). Such items that are unrelated to a director’s duties and responsibilities as a Board member may be excluded by our corporate security department, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is
material. The Independence Guidelines are contained in Principle No. 7.determined to be illegal or otherwise inappropriate.
The Board has determinedestablished a process by which shareholders can request direct engagement with our independent directors regarding executive compensation, corporate governance, board and CEO succession, risk management oversight and other matters within the purview of the Board. This process can be found on our website at investors.bd.com/contact-bds-directors. The Board may also initiate direct communications with BD shareholders at any time, in its discretion.
Non-management director compensation
The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. The key elements of BD’s non-management director compensation are a cash retainer, equity compensation, Committee chair fees and Lead Director fees. Of the base compensation paid to non-management directors (cash retainer and equity), approximately two-thirds is equity-based compensation. See “Equity ownership by directors” below. Mr. Polen does not receive compensation for his service as a director.
| | |
|
| The Governance Committee reviews the compensation of BD’s non-management directors and makes recommendations to the Board. The Governance Committee may not delegate these responsibilities to another Committee or members of management. For fiscal year 2023, the Governance Committee retained Semler Brossy as an independent consultant for this purpose. Semler Brossy's responsibilities include providing market comparison data on director compensation at peer companies, tracking trends in director compensation practices, and advising the Governance Committee regarding the components and levels of director compensation. The Governance Committee did not identify any conflict of interest on the part of Semler Brossy or any other factor that would impair Semler Brossy’s independence. BD management does not play any role in either recommending or determining non-management director compensation. |
|
Summary of director compensation
| | | | | |
| Compensation | Amount |
| Annual Cash Retainer | $120,000 (paid quarterly) |
| Annual Restricted Stock Grant Value | $215,000 (using the same methodology used to value awards made to our executive officers)1 |
| Annual Committee Chair Retainer | $25,000 (paid annually in arrears) |
| Annual Lead Director Retainer | $40,000 (paid annually in arrears) |
(1)The restricted stock units vest and underlying shares are distributed at the earliest of one year following the grant or the next Annual Meeting of Shareholders, unless deferred at the election of the director.
Equity ownership by directors
The Board believes that directors should hold meaningful equity ownership positions in BD. To that end, a significant portion of non-management director nomineescompensation is in the form of equity awards to further align the interests of our non-management directors with our shareholders. Under the Board’s share ownership guidelines, each non-management director is required to own shares of BD common stock (which includes restricted stock units) valued at five times the annual cash retainer and must comply with the guidelines within five years of joining the Board. All our non-management directors have achieved or are independenton track to achieve the required share ownership target.
Other arrangements
BD reimburses non-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. Per SEC rules, no compensation is attributed to the directors for these flights in the table below, since the aggregate incremental costs to BD of spousal travel were negligible. Directors are also reimbursed for attending director education courses and are eligible to participate in BD’s Matching Gift Program, pursuant to which BD matches charitable contributions made to qualifying non-profit organizations, subject to an aggregate limit per participant of $5,000 per calendar year.
Directors’ deferral plan
Directors may defer receipt of all or part of their annual cash retainer and other cash fees under the NYSE rules1996 Directors’ Deferral Plan (the "Directors' Deferral Plan"). Directors may also defer receipt of shares issuable to them under their restricted stock unit awards. A general description of the Directors’ Deferral Plan appears on page 85.
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| 2024 Notice of Annual Meeting and Proxy Statement | 41 |
Fiscal 2023 director compensation
The following table sets forth the compensation earned or received by BD’s non-management directors during fiscal year 2023.
| | | | | | | | | | | | | | |
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) |
| William M. Brown | 116,750 | | 216,028 | | 0 | | 332,778 | |
| Catherine M. Burzik | 141,750 | | 216,028 | | 0 | | 357,778 | |
| Carrie L. Byington, M.D. | 116,750 | | 216,028 | | 5,000 | | 337,778 | |
| R. Andrew Eckert | 141,740 | | 216,028 | | 5,000 | | 362,778 | |
| Claire M. Fraser, Ph.D. | 116,750 | | 216,028 | | 7,375 | | 340,153 | |
| Jeffrey W. Henderson | 141,750 | | 216,028 | | 0 | | 357,778 | |
| Christopher Jones | 141,750 | | 216,028 | | 5,000 | | 362,778 | |
| Marshall O. Larsen | 116,750 | | 216,028 | | 0 | | 332,778 | |
| Timothy M. Ring | 116,750 | | 216,028 | | 0 | | 332,778 | |
| Bertram L. Scott | 156,750 | | 216,028 | | 0 | | 372,778 | |
Joanne Waldstreicher, M.D. (4) | 2,609 | | 117,307 | | 0 | | 119,916 | |
(1)Reflects cash retainer, Committee chair fees, and, for Mr. Scott, the Lead Director fee.
(2)Amounts reflect the grant date fair value under FASB ASC Topic 718 of restricted stock units awarded to non-management directors during fiscal year 2023. Since the average BD closing stock price for the 30 trading days prior to grant is used to value the award and determine the number of units granted, rather than the grant date stock price, the amounts reflected for the grants are higher than the $215,000 target award value. For a discussion of the assumptions made in arriving at the grant date fair value of these awards, see Note 9 to the consolidated financial statements contained in our Independence Guidelines: Catherine M. Burzik, R. Andrew Eckert, Claire M. Fraser, Christopher Jones, Marshall O. Larsen, Gary A. Mecklenburg, David F. Melcher, Willard J. Overlock, Jr., Claire Pomeroy, Rebecca W. Rimel, Timothy M. Ring, and Bertram L. Scott. The Board also determined that Basil L. Anderson and James F. Orr, each of whom is retiring fromAnnual Report on Form 10-K for the fiscal year ended September 30, 2023. Dr. Waldstreicher received a prorated grant upon joining the Board in July 2023.
Listed below are the aggregate outstanding restricted stock unit awards held by the persons listed above at the conclusionend of fiscal year 2023. The amounts shown include, for certain directors, restricted stock units granted prior to January 2015 that are not distributable until the 2018director leaves the Board.
| | | | | |
| Name | Stock Awards Outstanding at September 30, 2023 (#) |
| William M. Brown | 859 | |
| Catherine M. Burzik | 5,163 | |
| Carrie L. Byington, M.D. | 859 | |
| R. Andrew Eckert | 859 | |
| Claire M. Fraser, Ph.D. | 19,340 | |
| Jeffrey W. Henderson | 859 | |
| Christopher Jones | 11,483 | |
| Marshall O. Larsen | 17,242 | |
| Timothy M. Ring | 859 | |
| Bertram L. Scott | 25,218 | |
| Joanne Waldstreicher, M.D. | 421 | |
(3)Amounts shown represent matching gifts under BD’s Matching Gift Program. Dr. Fraser's amount also includes $2,375 for service on BD's Science Advisory Board pursuant to her previously disclosed consulting agreement.
(4)Dr. Waldstreicher was elected to the Board in July 2023.
Proposal 2: Ratification of selection of independent registered public accounting firm
E&Y has been selected by the Audit Committee as BD’s independent auditors for fiscal year 2024. The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of BD’s independent auditors. Shareholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.
A representative of E&Y is expected to attend the 2024 Annual Meeting
are independent under the NYSE rulesto respond to appropriate questions and
our Independence Guidelines. Vincent A. Forlenza is an employee of BD and, therefore, is not independent under the NYSE rules and the Independence Guidelines.In determining that each of these directors is independent, the Board reviewed BD’s transactions or other dealings with organizations with which a director may have a relationship, such as service by the director as an employee of the organization or as a member of a governing or advisory board of the organization. Based on its review, the Board determined that, in each instance, the nature of the relationship, the degree of the director’s involvement with the organization and the amount involved was such that it would not constitute a material relationship or otherwise impair the director’s independence.
The types of transactions with director-affiliated organizations considered by the Board consisted of the purchase or sale of products and/or services (in the cases of Anderson, Burzik, Eckert, Fraser, Jones, Larsen, Mecklenburg, Pomeroy and Scott), the licensing of intellectual property rights (in the cases of Fraser, Jones and Overlock) and charitable contributions (in the case of Jones).
Related person transactions
The Board has also established a written policy (the “Policy”) requiring approval or ratification of transactions involving more than $120,000 per year in which a director, executive officer or shareholder owning more than 5% of BD’s stock (excluding certain passive investors) or their immediate family members has, or will have the opportunity to make a material interest. The Policy is available on BD’s website atwww.bd.com/investors/corporate_governance/. The Policy excludes certain specified transactions, including certain charitable contributions and transactions availablestatement.
Listed below are the fees billed to BD associates generally. by E&Y for services rendered during fiscal years 2023 and 2022.
| | | | | | | | | | | |
| 2023 | 2022 | |
| Audit Fees | $ | 18,824,700 | | $ | 21,251,200 | | “Audit Fees” include fees associated with the annual audit of BD’s consolidated financial statements, reviews of BD’s quarterly reports on Form 10-Q, registration statements filed with the SEC and statutory audits required internationally. |
| Audit Related Fees | $ | 501,700 | | $ | 767,000 | | “Audit Related Fees” consist of assurance and related services that are reasonably related to the performance of the audit or interim financial statement review and are not reported under Audit Fees. These services include benefit plan audits and other audit services requested by management, which are in addition to the scope of the financial statement audit. |
| Tax Fees | $ | 1,051,200 | | $ | 1,210,000 | | “Tax Fees” includes tax compliance, assistance with tax audits, tax advice and tax planning. |
| All Other Fees | $ | 811,800 | | $ | 224,300 | | “All Other Fees” includes various miscellaneous services. |
| Total | $ | 21,189,400 | | $ | 23,452,500 | | |
Pre-approval of audit and non-audit services
The GovernanceAudit Committee is responsible for appointing BD’s independent auditors and approving the reviewterms of the independent auditors’ services. The Audit Committee has established a policy for the pre-approval of all audit and approval or ratificationpermissible non-audit services to be provided by the independent auditors, as described below. All the services listed in the above table were approved pursuant to this policy.
Audit Services. Under the policy, the Audit Committee will appoint BD’s independent auditors each fiscal year and pre-approve the engagement of transactionsthe independent auditors for the audit services to be provided.
Non-Audit Services. In accordance with the policy, the Audit Committee has established detailed pre-approved categories of non-audit services that may be performed by the independent auditors during the fiscal year, subject to certain dollar limits. The Audit Committee has also delegated to the Policy. chair of the Audit Committee, subject to certain dollar limits, the authority to approve additional non-audit services by the independent auditors that either are not covered by the pre-approved categories or exceed the pre-approved limits, provided that the full Audit Committee is informed of each service. All other non-audit services are required to be pre-approved by the entire Audit Committee.
The GovernanceAudit Committee will approve or ratify only those transactionsbelieves that it determinesthe provision of the non-audit services described above by E&Y is consistent with maintaining the independence of E&Y. The Audit Committee periodically considers the rotation of the independent auditors. The Audit Committee believes that the continued retention of E&Y to serve as BD’s independent auditors is in its business judgment are fair and reasonable to BD and in (or not inconsistent with) the best interests of BD and its shareholders, and that do not impactshareholders.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. |
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| 2024 Notice of Annual Meeting and Proxy Statement | 43 |
Report of the director’s independence. There were no transactions involving BD’s executive officers or directors, shareholders, or their immediate families, in 2017 that were subject to the Policy.audit committee
Code of Conduct
BD maintains a Code of Conduct that is applicable to all directors, officers and associates of BD, including its CEO, Chief Financial Officer, principal accounting officer and other senior financial officers. It sets forth BD’s policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of BD’s assets, and business ethics. The Code of Conduct also sets forth procedures for the communicating and handling of any potential conflict of interest (or the appearance of any conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal control and auditing matters.
BD also maintains an Ethics Help Line telephone number (the “Help Line”) for BD associates as a means of raising concerns or seeking advice. The Help Line is serviced by an independent contractor and is available to all associates worldwide. Associates using the Help Line may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with the investigation of an inquiry. All Help Line inquiries are forwarded to BD’s Chief Ethics and Compliance Officer for investigation. The Audit Committee is informedreviews BD’s financial reporting process on behalf of any matters reportedthe Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of BD’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee monitors these processes.
In this context, the Audit Committee met and held discussions with management and the independent auditors. Management represented to the Chief EthicsAudit Committee that BD’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and Compliance Officer, whether through the Help Line or otherwise, involving accounting,Audit Committee reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.
In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from BD and its management, and the independent auditors provided to the Audit Committee the written disclosures and the letter pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee discussed with BD’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of BD’s internal controls, and the overall quality of BD’s financial reporting. Management has also reviewed with the Audit Committee its report on the effectiveness of BD’s internal control or auditing matters, or any fraud involving management or persons who have a significant roleover financial reporting. The Audit Committee also received the report from the independent auditors on BD’s internal control over financial reporting.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in BD’s
internal controls.In additionAnnual Report on Form 10-K for the fiscal year ended September 30, 2023, for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
| | | | | | | | | | | | | | |
Jeffrey W. Henderson (Chair)
Carrie L. Byington, M.D. | | R. Andrew Eckert Christopher Jones
| | Timothy M. Ring |
Proposal 3: Advisory vote to approve named executive officer compensation
The Compensation Discussion and Analysis beginning on page 47 of this proxy statement describes BD’s executive compensation program and the
Help Line, BD’s ethics program provides for broad communication of BD’s Core Values, associate education regardingcompensation decisions made with respect to our CEO and the
Code of Conduct and its requirements, and ethics training sessions.Any waivers from any provisionsother executive officers named in the Summary Compensation Table on page 68 (who we refer to as the “named executive officers” or “NEOs”). Pursuant to Section 14A of the CodeExchange Act, the Board is asking shareholders to cast a non-binding advisory vote on the following resolution:
“RESOLVED, that the shareholders of
Conduct for executive officers and directors will be promptly disclosed to shareholders. In addition, certain amendments to the Code of Conduct, as well as any waivers from certain provisions of the Code of Conduct given to BD’s CEO, Chief Financial Officer or principal accounting officer, will be posted at the website address set forth below.The Code of Conduct is available on BD’s website atwww.bd.com/investors/corporate_governance/. Printed copies of the Code of Conduct may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, phone201-847-6800.
(“BD”) approve the compensation of the BD executive officers named in the Summary Compensation Table, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).” REPORT OF THE COMPENSATION
AND MANAGEMENT DEVELOPMENT COMMITTEE
As we describe in the Compensation Discussion and Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports BD’s business strategy and aligns the interests of our executives with those of our shareholders. At the same time, we believe our program does not encourage excessive risk-taking by management. We believe that the compensation actions discussed in the Compensation Discussion and Analysis appropriately reflected the performance of our named executive officers and BD during the year.
For these reasons, the Board is asking shareholders to support this Proposal. While the advisory vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our shareholders and will take into account the outcome of the vote when considering our compensation program and future compensation decisions for our executive officers. The Board has adopted a policy of holding advisory votes to approve named executive officer compensation on an annual basis, and the next advisory vote will be held at our 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting").
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3. |
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| 2024 Notice of Annual Meeting and Proxy Statement | 45 |
Report of the compensation and human capital committee
The primary objective of the BD compensation program is to fully support the strategic business goal of delivering superior long-term shareholder returns through sustained revenue growth, earnings per share growth,
and return on
capital and other metrics.capital. As such, we intend to ensure a high degree of alignment between pay and the long-term value and financial soundness of BD. The Compensation Committee has established the following compensation principles to meet this
objective:objective.Aligning the interests of executives and shareholders
•Through equity compensation and equity ownershipretention guidelines for executives, we seek to align the interests of executives with those of BD’s shareholders. ThisEquity compensation represents the largest portion of our compensation structure in terms of target value.
Linking rewards to performance
•We maintain apay-for-performance philosophy based on actual performance against clear, measurable company performance targets, particularly those metrics that support the creation of long-term shareholder value.
Delivering superior business and financial results
•Performance targets are set to reward executives for achieving short- and long-term results in line with our objective of enhancing long-term shareholder value. In setting short-term goals and in rewarding performance, we will take care to ensure that we do not create incentives to take inappropriate risks.
Offering a competitive compensation structure
•We have established and intend to maintain a competitive structure that supports the recruitment and retention of high-performancehigh-performing executives essential to driving the business results required to execute our strategy and create long-term value for shareholders. This structure is determined, in part, by evaluating peer group data which is provided and analyzed by the Compensation Committee’s independent consultant, Pay Governance.consultant.
Maintaining a transparent compensation structure
•The Compensation Committee strives to provide absolute transparency to executives, employees and shareholders of all aspects of BD’s compensation and benefits structure. This includes disclosure of performance targets, payout formulas, details of other earned benefits and the Compensation Committee’s use of discretion in determining award payouts.
Maintaining Compensation Committee independence
•The Compensation Committee is made up exclusively of independent directors and utilizes an independent compensation consultant, Pay Governance, which, by Compensation Committee policy, is prohibited from performing any services for BD or its management without the Compensation Committee’s prior approval.
Retaining prerogative to adjust programs
•The Compensation Committee retains the prerogative to change or modify BD’s compensation and benefit programs to reflect prevailing economic, market or company financial conditions.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in BD’s Annual Report on Form
10-K for the fiscal year ended September 30,
20172023, and in this proxy statement.
COMPENSATION AND
MANAGEMENT DEVELOPMENTHUMAN CAPITAL COMMITTEE
Marshall O. Larsen—Chair
Basil L. Anderson
Gary A. Mecklenburg
James F. Orr
Bertram L. Scott
COMPENSATION DISCUSSION AND ANALYSIS
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R. Andrew Eckert (Chair)
William M. Brown | Clare M. Fraser, Ph.D.
Jeffrey W. Henderson | Marshall O. Larsen
Bertram L. Scott |
Compensation discussion and analysis
Executive summary
This section discussesprovides an overview of our executive compensation philosophy and executive compensation program, and the compensation actions taken with respect to the personsour named in the Summary Compensation Table (who we refer to as the “named executive officers”) on page 42. officers. The named executive officers for 2023 were:
•Thomas E. Polen, Chairman, Chief Executive Officer and President
•Christopher J. DelOrefice, Executive Vice President and Chief Financial Officer
•Michael D. Garrison, Executive Vice President and President, Medical Segment
•David B. Hickey, Executive Vice President and President, Life Sciences Segment
•Shana Neal, Executive Vice President and Chief People Officer
All references in this section to years are references to our fiscal year, which ends on September 30, unless otherwise noted.In this section, when discussing our financial performance for the year and awards under our Performance Incentive Plan (the “PIP”), we refer to certain financial measures that do not conform to generally accepted accounting principles (“GAAP”).GAAP.
Appendix A to this proxy statement contains reconciliations of thesenon-GAAP measures to the comparable GAAP financial measures.Executive Summary
Compensation
Our compensation objectives
and practices
Our goal is to provide an executive compensation program that best serves the long-term interests of our shareholders. We believe that attracting and retaining superior talent and rewarding performance is key to delivering long-term shareholder returns, and that a competitive compensation program is critical to that end. Therefore, we strive to provide a competitiveend. The objectives of our executive compensation package toprogram include:
•Aligning the interests of our executives with our shareholders through equity compensation and share retention and ownership guidelines.
•Driving superior business and financial results by setting clear, measurable short- and long-term performance targets that tiessupport our business strategy and the creation of long-term shareholder value, while at the same time taking care to ensure that our executives are not incentivized to take inappropriate risks.
•Maintaining a pay-for-performance philosophy by tying a significant portion of pay to performance against performance targets.
•Offering competitive compensation that helps attract and uses components that alignretain high-performing executives who are essential to developing and executing our strategy and creating long-term value for our shareholders.
In administering the
interests ofprogram, the Compensation Committee seeks to provide transparency to BD executives and associates and to our
executives with thoseshareholders on all aspects of BD’s
shareholders.Our compensation practices
and benefits structure. This includes disclosure of performance targets and payout formulas, benefits provided under the program, and the Compensation Committee’s use of discretion in determining award payouts.
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| 2024 Notice of Annual Meeting and Proxy Statement | 47 |
Compensation discussion and analysis
The following is a summary of important aspects of our executive compensation program discussed later in this section.
| • | | Change in control agreements. We have “double-trigger” change in control agreementsagreements. |
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Compensation discussion and analysis
Overview of compensation vehicles and alignment to strategy
BD is focused on delivering sustainable growth and shareholder value and making appropriate investments for the future. As described later, BD management operates the business consistent with the three core strategies: Grow, Simplify and Empower. Our compensation program is designed to reinforce and reward behaviors that support these strategies.
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| Pay Element | Type | 2023 Performance Metrics | | Alignment with Strategy |
| Base Salary | Cash | | | | Grow
Category Innovation Customer Outcomes Globalization |
PIP (annual incentive) | At-risk cash | •Revenues (40%) •Adjusted Earnings Per Share (20%) •Operating Margin (20%) •Free Cash Flow (20%) | 0%-5% Strategic Scorecard Modifier |
|
|
Simplify
Optimize Portfolio Simplify Processes Fundamental Excellence |
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| Long-term Incentive | Performance Units (50%) | •Revenue •Return on Invested Capital | ±20% relative total shareholder return modifier |
| | | Empower
The BD Way Digitalization Corporate Responsibility |
| Stock Appreciation Rights ("SARs") (30%) | •Stock Price Appreciation | |
| | |
| Time Vested Units (“TVUs”) (20%) | | |
For 2023, to focus management on driving profitable margin-accretive revenue growth and to align with our Grow and Simplify strategies of BD 2025, the Compensation Committee added Operating Margin percentage as a performance metric under the PIP. With the addition of Operating Margin percentage, the Compensation Committee set the Operating Margin metric at 20% and reduced the weighting of Adjusted EPS from 40% to 20%.
Our compensation program is designed to support our BD 2025 strategy and align the interests of our executives with those of our shareholders by directly linking pay to performance metrics that drive our financial results. The Compensation Committee believes that, together, these measures provide a balanced set of performance targets that focus on growth, profitability, innovation and operating efficiency aligned with our Grow, Simplify, and Empower strategies.
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| 2024 Notice of Annual Meeting and Proxy Statement | 49 |
Compensation discussion and analysis
2023 financial performance*
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$19.4B Total Revenues | $5.10 Reported EPS
$12.21 Adjusted EPS | ~$3.0B Operating Cash Flow |
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| Multi-year execution of BD 2025 strategy yields consistent growth and margin improvement | Through our named executive officersteam’s focused execution, we drove significant margin expansion and delivered strong double-digit, currency-neutral, EPS growth, despite a challenging macroeconomic environment. •Delivered on our number one priority – obtaining FDA clearance for the updated BD Alaris™ Infusion System. •Significantly advanced our innovation pipeline, launching 27 key new products that benefit researchers, providers, and patients – integrating AI, robotics, and other advanced technologies. •Reported FY23 revenues increased 2.7%, while base business revenues (which excludes COVID-19 only diagnostic testing)* increased 5.1% reported, and increased 7.0% currency-neutral*. •Reported FY23 EPS from continuing operations was $5.10, and adjusted EPS from continuing operations* was $12.21. |
Our disciplined and strategic capital allocation plan continues to provide continuityvalue creation opportunities | Purposeful and balanced investments help fuel growth, maintain financial flexibility and return capital to shareholders. •R&D spending of management$1.2 billion, to advance our pipeline of innovative programs that will support our strong growth profile in 2024 and beyond. •Paid down approximately $700 million of long-term debt, pursuant to our balanced capital allocation framework and our commitment to reduce outstanding long-term debt. •Ended year with a net leverage* ratio of 2.6 times - our strongest since FY21, which positions us well to capitalize on opportunities to accelerate our investment in higher-growth categories through our tuck-in M&A strategy. •Returned approximately $1.1 billion to shareholders during the event of an actual or potential change in control of BD. We have adoptedyear through dividends, continuing our long-standing recognition as a policy of eliminating excise taxgross-ups from future change in control agreements. Equity compensation awards made after January 1, 2015 also have a double-trigger accelerated vesting provision. |
| • | | Use of independent consultant. The Compensation Committee uses an independent consultant to assist it in designing our compensation program and making compensation decisions. The independent consultant did not provide any services to BD or BD management in 2017, per the policymember of the Compensation Committee.S&P 500 Dividend Aristocrats index. |
| Simplification of portfolio driving operational excellence and creating shareholder value | •Successfully completed the divestiture of our former Surgical Instrumentation Platform, allowing for reallocation of resources towards more strategic, higher-growth areas. •Progressed Project RECODE network and portfolio rationalization programs, having now streamlined our portfolio by 20% compared to 2019, achieving our goal laid out at our 2021 Investor Day two years early. |
Last year’s
* We refer above to certain financial measures that do not conform to GAAP. Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures. Financial information presented in the tables reflect BD’s results on a continuing operations basis.
Compensation discussion and analysis
Considerations regarding CEO pay
The Compensation Committee’s decisions regarding Mr. Polen's 2023 pay were reflective of the following:
•The Compensation Committee's intent to tie a significant amount of Mr. Polen’s pay to performance, with a clear link to our performance-driven metrics.
•The Compensation Committee's decision to continue to position Mr. Polen’s pay within a competitive range of the median of CEOs in BD's peer group.
•Mr. Polen’s accomplishments during the year, including:
◦The continued successful execution of the BD 2025 strategy and his leadership in delivering strong financial performance that exceeded our expectations for the year despite a challenging macroeconomic environment.
◦The progress made to enhance BD's long-term growth profile, including the successful clearance of BD AlarisTM Infusion System.
◦The progress made during the year towards BD's 2030+ ESG goals.
2023 executive compensation decisions
Below is a summary of compensation actions taken in 2023 with respect to our NEOs.
Salary. Messrs. Polen, DelOrefice and Hickey each received salary increases of 3% during the year, consistent with salary increases made generally at BD. As Ms. Neal rejoined BD in April 2022, she received a 1.5% salary adjustment in 2023. Mr. Garrison received no salary increase in 2023 as his salary was adjusted when he was appointed head of our Medical Segment in September 2022.
Annual incentive compensation. BD's strong performance for the year resulted in a performance factor of 107% of target under the PIP formula, driven by strong revenue, earnings and operating margin performance that exceeded the targets set for the year, which was partially moderated by a shortfall in our cash flow metric. Based on management's recommendation, the Compensation Committee used negative discretion to reduce the performance factor to 95%. For a discussion of the Compensation Committee's use of negative discretion, see "PIP Awards" beginning on page 60. Mr. Polen received a PIP award consistent with the reduced PIP performance factor. Messrs. DelOrefice and Garrison each received a PIP award at 104.5% of target (110% of the reduced PIP performance factor) to recognize their significant contributions during the year. For a full discussion of the 2023 PIP awards made to the named executive officers, see “PIP Awards” beginning on page 60.
Equity compensation.
Fiscal 2023 grants. Consistent with our goal of aligning incentive compensation to the interests of our shareholders, equity compensation represented a significant component of total compensation in 2023. The Compensation Committee determined the equity compensation grant values for each named executive officer after taking into account market data, recommendations from the Compensation Committee’s independent consultant, and individual performance and potential. The increase in Messrs. DelOrefice's and Hickey's award over the prior year was made to better position both executives' pay within a competitive range of BD's peer group for their respective positions.
Vesting of Performance Unit awards. During 2023, Performance Units covering the fiscal 2020-2022 performance period vested. The performance metrics for these awards were average annual return on invested capital ("ROIC") and average annual Revenue growth, with a performance payout modifier based on BD's relative total shareholder return ("TSR"). The awards paid out at 76% of target.
2023 say-on-pay
voteApproximately 94% results and frequency of say-on-pay voting results
At our 2023 Annual Meeting, approximately 93% of the shares voted at last year’s annual meeting were cast in support of BD’s advisory vote on named executive officer compensation.compensation (known as "say-on-pay") paid in fiscal 2022. The Compensation Committee views the results of this vote as broad general shareholder support for our executive compensation program. Based on oursay-on-pay vote and the Compensation Committee’s ongoing benchmarking of our compensation policies and practices, the Compensation Committee believes that our compensation program effectively aligns the interests of our named executive officers with those of our shareholders and the long-term goals of BD. Accordingly,
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| 2024 Notice of Annual Meeting and Proxy Statement | 51 |
Compensation discussion and analysis
At our 2023 Annual meeting, approximately 98% of the shares voted were cast in support of an annual say-on pay advisory vote. Based on the results of this vote, BD will continue to hold advisory votes on named executive officer compensation on an annual basis.
2023 shareholder engagement
We routinely engage with shareholders to seek feedback on a number of topics, including our executive compensation program, as discussed on page 39, and consider that feedback in our executive compensation program. Based upon the feedback during our 2023 engagement, the Compensation Committee did not make any
significant changes
in 2017 as a result of last year’ssay-on-pay vote.Changes to our program following our 2023 say-on-pay vote.
We also spoke to shareholders regarding the shareholder proposal that received majority support at our 2023 Annual Meeting, including a number of shareholders that voted in 2017During 2017,favor of the proposal. The proposal requested that BD seek shareholder approval of any “senior manager’s new or renewed pay package” that provides for severance or termination payments exceeding 2.99 times the sum of the individual’s base salary plus target bonus. In response to the proposal, we sought shareholder feedback on BD’s adoption of the Executive Officer Cash Severance Policy that would prevent BD from entering into any new agreement, plan or policy that provides for the payment of cash termination benefits to an executive officer exceeding 2.99 times the sum of the officer’s base salary plus target bonus, without seeking stockholder approval or ratification. We received positive feedback to this approach from the shareholders to whom we spoke during our 2023 engagement. Shareholders expressed their belief that this was a reasonable approach for BD to take in response to the proposal, and no investor we engaged with requested the inclusion of accelerated equity vesting in the calculation of the termination pay limit. Based on this shareholder feedback, the Board subsequently adopted the new Executive Officer Cash Severance Policy in November 2023 which is available on our website at
investors.bd.com/corporate-governance/governance-documents. See page 64 for a further discussion of the Executive Officer Cash Severance Policy. Design and structure of 2023 executive compensation
The compensation of our named executive officers is weighted towards performance-based compensation, where the amount received by an executive varies based on company and individual performance. As shown in the charts below, approximately 76% of Mr. Polen’s and 68% of the other named executive officers' 2023 total target compensation (excluding sign-on payments) was performance-based pay.
2023 total target compensation(1)
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CEO
Compensation Mix | Other NEOs
Compensation Mix |
| |
| |
● Salary ● PIP ● Performance Units ● SARs ● TVUs
(1)Actual amounts received (and the percentage of total compensation coming from performance-based compensation) may differ from target amounts based on performance and BD’s stock price. Percentages in above graphs are rounded.
For purposes of the above charts, “performance-based” compensation includes PIP awards, Performance Units, and SARs, while compensation that is not performance-based includes salary and TVUs. We consider SARs performance-based compensation because they require stock price appreciation to deliver value to an executive.
Compensation discussion and analysis
How our performance metrics support BD’s business strategy
BD remains focused on delivering sustainable growth and shareholder value and making appropriate investments for the future. BD management operates the business consistent with the following core strategies, and the performance metrics under our executive compensation program are intended to support these strategies:
•Developing and maintaining a strong portfolio of leading products and solutions that address significant unmet clinical needs, improve outcomes, and reduce costs;
•Focusing on our core products, services and solutions that deliver greater benefits to patients, healthcare workers and researchers;
•Investing in research and development that leads to and expands category leadership, as well as results in a robust product pipeline;
•Accelerating innovation in smart devices, robotics, analytics, and artificial intelligence in order to enable new care settings, streamline care workflows and remove administrative burdens for healthcare providers;
•Leveraging our global scale in order to provide equitable access to affordable medical technologies around the world, including in under-resourced markets;
•Supplementing our internal growth through strategic acquisitions in faster growing market segments; and
•Focusing on cash management and an efficient capital structure in order to drive balance sheet productivity and strong shareholder returns.
•Driving operating effectiveness and margin expansion by increasing factory productivity and asset efficiencies;
•Reducing complexity, increasing agility and improving customer experience by rationalizing our product portfolio, as well as by simplifying and optimizing our architecture and operating model;
•Making strategic investments which prioritize a culture of quality and our quality management system to ensure we are a best-in-class, proactive quality-driven organization;
•Enhancing customer experiences through the digitalization of internal processes and go-to-market approaches;
•Working across our supply chain to responsibly source materials and goods, as well as to reduce environmental impacts; and
•Creating more resilient operations through investments in an enterprise-wide renewable energy strategy.
•Fostering a purpose-driven culture with a focus on positive impact to all stakeholders–customers, patients, employees, shareholders and communities;
•Cultivating an inclusive work environment that welcomes and celebrates diverse backgrounds and perspectives;
•Growing and enabling talent through training, development and reskilling strategies; and
•Driving sustainability initiatives within our organizational units to support enterprise-wide collaboration towards our sustainability strategy.
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| 2024 Notice of Annual Meeting and Proxy Statement | 53 |
Compensation discussion and analysis
The Compensation Committee believes it is important that our compensation program reinforces and rewards behaviors that support these business objectives. In addition, the Compensation Committee
revised certain aspectsbelieves executive compensation should be based in part on how BD’s performance compares to peer companies facing the same market conditions as BD. These considerations inform the Compensation Committee’s selection of the
PIP to better align plan incentives with our business strategy by increasing management focus on revenue growth. These changes included:increasing the relative weighting of the revenue target from 25% to 40%,
raising the threshold performance level required to provide fundingmeasures for the revenue target from 90% to 96% of target, andBD’s performance-based compensation.
revising the PIP funding formula to increase the funding resulting from above-target revenue performance (and, conversely, decrease funding in instances of below-target performance).
We believe sustained revenue growth is a priority for our investors, and that these changes better align the PIP with the interestsThe key elements of our shareholders.
2017 operating performance and executive compensation decisions
Operating performance
program While our reported revenues of approximately $12.1 billion declined 3.1%, this primarily reflects the impact of the divestiture of our Respiratory Solutions business at the start of the fiscal year. After adjusting for divestitures and currency translation, our revenues grew 4.5%, in line with our expectations for the year.
Reported diluted earnings per share (“EPS”) were $4.60, an increase of 2.4%. After adjusting for acquisition-related charges and certain other items, EPS was $9.48, which represents 10.4% growth, or 13.2% on a currency-neutral basis.
We signed an agreement to acquire Bard, a leader in the fields of vascular, urology, oncology and surgical specialty products. The pending acquisition will uniquely position BD to improve both the process of care and the treatment of disease for patients and healthcare providers.
In connection with the financing of the Bard transaction, we successfully executed the public sale of approximately $5 billion in equity securities and nearly $10 billion in senior notes on favorable terms.
We reached $250 million in annualized cost savings on a cumulative basis relating to the CareFusion transaction through the end of 2017, and remain on track to achieve $350 million in total annualized cost synergies by the end of 2018.
We continued to drive significant underlying operating margin expansion as a result of operating efficiencies, cost leverage, and cost synergy capture.
| • | | Cash flows remained strong, at approximately $2.8 billion, and we increased our dividend for the 45th consecutive year. |
Important transformational programs were implemented throughout the company, including a change in the business model for our dispensing business (which we refer to as Project TraCE), a new global supply chain organization, plant rationalization and executive development programs.
Compensation decisions
Salary. Mr. Forlenza, our CEO, received a salary increase during the year from $1,120,000 to $1,165,000 in order to keep his salary competitive with the median of peer companies. The other named executive officers received salary increases that were in line with increases at BD generally. Mr. Polen’s salary was increased from $728,000 to $825,000 upon his being named BD’s President in April 2017.
PIP awards. For 2017, we exceeded target performance for all three PIP performance measures—adjusted earnings per share, revenue and free cash flow—resulting in available funding for PIP awards at 109% of target. The PIP award made to Mr. Forlenza was 110% of his target award, and awards ranged from 109% to 142% of target for our other named executive officers, as discussed below. We believe that the 2017 PIP awards appropriately reflect the individual contributions of our executive officers to BD’s strong financial performance during the year, as well as their efforts relating to the execution of the agreement to acquire Bard, the ongoing successful integration of CareFusion, and the progress made on important strategic initiatives at BD.
Equity compensation. Consistent with our past practice, equity compensation represented a significant component of total compensation in 2017. Among the changes in equity compensation awards in 2017 was an increase in Mr. Polen’s total award value, which was made in anticipation of his being named BD’s President later in the fiscal year.
Objectives of Our Executive Compensation Program
The objectiveskey elements of our executive compensation program include:
in 2023 are summarized below. For a fuller description of these elements, see "Description of our key compensation elements" beginning on page 56.Aligning | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed | | Variable | |
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| Base Salary | | PIP | | | Long-Term Incentives | |
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| | | | SARs | Performance Units | TVUs | |
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| What? | Cash | | Cash | | | Equity | Equity | Equity | |
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| When? | Annual | | Annual | | | 10-year term | 3-year performance period | 3-year vesting period | |
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| Description | Fixed cash compensation based on performance, scope of responsibilities, experience and competitive pay practices. | | Annual variable cash payment tied to performance during the fiscal year. | | | Exercisable for shares based on difference between exercise price and BD stock price, and generally vest ratably over four years. | Performance-based restricted stock units, with payout tied to BD’s performance over three-year performance period. | Restricted stock units that vest in three annual installments beginning one year from grant. | |
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| | | | | | | | | |
| Purpose | Provide a fixed, baseline level of compensation. | | •Drive business performance towards achievement of annual goals. •Reward individual contributions to BD’s performance. | | | •Increase executive ownership to align interests with shareholders. •Drive long-term, sustained business performance. •Reward creation of shareholder value. •Promote executive retention. | |
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Performance Period and Metrics for Performance-based Compensation in 2023
| | | | | | | | |
| 1 Year (PIP awards) | 3 years (Performance Units) | 10 years (SARs) |
| Revenues | ROIC | Stock Price Appreciation |
| Adjusted EPS | Revenue Growth | |
| Operating Margin Percentage | Relative TSR (modifier) | |
| Free Cash Flow as a Percentage of Sales | | |
| Scorecard | | |
| Remediation and Inspire Quality | | |
| Inclusion & Diversity | | |
Compensation discussion and analysis
Description of Metrics for Performance-based Compensation in 2023 | | | | | | | | |
| Revenues | Revenues measure BD’s ability to commercialize products and services and innovate and compete in the global marketplace. This measure reinforces the importance of sustaining strong “top-line” growth under our business strategy. |
| Adjusted EPS | “Adjusted EPS” is our GAAP diluted earnings per share less acquisition-related purchase accounting adjustments and financing, integration, restructuring and transaction costs. We use Adjusted EPS because it is one of the primary bases on which BD sets performance expectations each year and earnings is a widely used measure of overall company performance. The use of Adjusted EPS is consistent with how we report our operating results to the financial community. |
| Operating Margin Percentage | Operating Margin Percentage was added in 2023 in order to focus management on driving profitable, margin-accretive revenue growth. Increasing our operating margin is a key component of our BD 2025 strategy. "Operating Margin" is BD's operating income (before taxes), expressed as a percentage of revenues. |
| Free Cash Flow as a Percentage of Sales | This metric recognizes the importance of the efficient use of cash to our ability to fund ongoing investments in our business, including product development, innovation and geographic expansion. “Free cash flow” means net cash from operations, less capital expenditures and capitalized software. |
| ROIC | ROIC measures profitability and how effectively company assets are being used. This metric requires our executives to effectively manage a number of different aspects of the business, including new product introductions, productivity improvements and geographic expansion. |
| Relative TSR | We use relative TSR as a modifier of Performance Unit payouts. Relative TSR measures BD’s stock performance (assuming reinvestment of dividends) during the performance period against that of a group of healthcare equipment and supplies companies included in the S&P 500 Healthcare Index (the “TSR Group”), which is a new TSR Group for the Performance Units granted in 2023, as it better represents the majority of BD's business and sources of revenue. Performance Unit payouts are modified based on the relative rank of BD’s TSR compared to the TSR Group during the performance period. The use of relative TSR as a modifier allows Performance Unit payouts to reflect BD’s performance, as measured by our stock price over time, compared to peer companies facing similar business conditions. |
| Strategic Scorecard | For 2023, we adjusted the Strategic Scorecard modifier to be two goals versus the four goals used in the 2022 Strategic Scorecard. We continue to maintain our focus on innovation and Project RECODE, which were goals under the 2022 Strategic Scorecard and are now built into base revenue. The Strategic Scorecard sets aggressive goals for the year that support our longer-term priorities under our BD 2025 strategy, and provides management the opportunity to earn up to an additional 5% increase in the PIP factor based on its ability to achieve these goals. The scorecard sets rigorous performance thresholds and is intended to only reward performance that meets this high standard. For the 2023 PIP, the Strategic Scorecard had the following two goals: |
|
| •Remediation and Inspire Quality: Obtain 510(k) clearance for BD Alaris™; meet Corrective Action Plan commitments to FDA on time and execute and close our pending recalls; submit all Vacutainer 510(k)s and close out Integrated Diagnostic Solutions Warning Letter. |
| | •Inclusion & Diversity: Demonstrate efforts to achieve meaningful progress against the business, regional and corporate team Inclusion Plans and measurable improvement on inclusion and diversity goals including equity in retention rates. |
| Each of the scorecard factors are scored either at 0%, 50% or 100% achievement. The Remediation and Inspire Quality goal will be weighted at 3%, resulting in a 0%, 1.50% or 3% modifier. The Inclusion & Diversity goal will be weighted at 2%, resulting in a 0%, 1% or 2% modifier. |
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| 2024 Notice of Annual Meeting and Proxy Statement | 55 |
Compensation discussion and analysis
The Compensation Committee believes that, together, these measures provide a balanced set of performance targets that focus on growth, profitability, innovation and operating efficiency aligned with our Grow, Simplify, and Empower strategies.
When measuring actual performance against financial targets, only results from BD’s continuing operations are considered. Also, adjustments are made to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to BD, compared to the rates we budgeted when the targets were set. We eliminate this impact of unbudgeted foreign currency translation so that only BD’s underlying performance is measured. Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures.
How performance goals are set
The Compensation Committee considers BD’s business plan and the environment in which BD is operating when setting performance targets for the PIP and Performance Units. The Compensation Committee seeks to reward what it deems to be superior performance by management in consideration of current industry conditions and growth trends. The Compensation Committee sets what it believes are challenging performance targets in light of the BD operating plans reviewed by the Board, and structures payouts so that they are aligned with BD’s performance against those targets.
Description of our key compensation elements
Below is a description of the key elements of our compensation program set forth on page 54 above.
Base salary
Base salary is the fixed component of the compensation paid to our executive officers, and is determined based on the relative importance of the position, the person's experience, competitive marketplace practices, and the individual’s performance. Base salaries are reviewed annually, with any increase going into effect the following January.
PIP awards
The PIP provides our executives an opportunity to receive an annual cash award based on BD’s performance for the fiscal year and their contribution to that performance, as part of our pay-for-performance philosophy.
Changes to the PIP for fiscal year 2023
For 2023, to focus management on driving profitable, margin-accretive revenue growth and to align with our Grow and Simplify strategies of BD 2025, the Compensation Committee added Operating Margin percentage as a performance metric under the PIP. With the addition of Operating Margin percentage, the Compensation Committee set the weighting of the Operating Margin metric at 20% and reduced the weighting of Adjusted EPS from 40% to 20%.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2023 |
| | |
| | | | | | | | | | | | | | |
| Adj. EPS | | Revenue | | FCF | | | Adj. EPS | | Operating Margin | | Revenue | | FCF |
Additionally, for fiscal year 2023, the Compensation Committee adjusted the performance formula for the Revenues target, decreasing the maximum payout factor for such metric from 190% to 175%.
Compensation discussion and analysis
Setting awards
Target PIP awards for the named executive officers are expressed as a percentage of base salary. The factors considered when setting actual PIP awards include BD’s overall performance against the performance targets and the resulting performance factor, the executive’s target award and the executive’s individual performance. The Compensation Committee (and the independent directors in the case of our CEO) has the discretion to determine what it believes is an appropriate PIP award to recognize BD’s performance and the executive’s contribution to that performance. It is the Compensation Committee’s intent, though, to set individual PIP awards based on the PIP performance factor for the year, with increases (or decreases) made on a select basis in instances where there has been exceptional performance (or underperformance) by an individual executive.
Performance factor determined based on BD’s performance
The PIP performance factor is determined by a formula. For each performance measure, BD’s performance is compared to the target goal set by the Compensation Committee to arrive at a performance factor for that measure.
The graphs below show the applicable performance factor for threshold, target and maximum performance for each performance metric under the PIP for 2023. Performance below threshold for a performance metric results in a zero factor with respect to that metric.
| | | | | |
| Revenues | Adjusted EPS |
| |
| |
| 40% Weighting | 20% Weighting |
| | | | | |
| Operating Margin Percentage | Free Cash Flow as Percentage of Sales |
| |
| |
| 20% Weighting | 20% Weighting |
| | |
|
| The performance factors for the measures are weighted to arrive at an overall performance factor. The Revenues metric is weighted 40% and the Adjusted EPS, Operating Margin and Free cash flow metrics are each weighted 20%. The formulas for the Revenues and Operating Margin targets have a steeper incremental curve compared to the other two measures. This is intended to better align the incentives under the PIP with our Grow and Simplify strategies of BD 2025 by increasing management's focus on profitable margin-accretive revenue growth and rewarding higher levels of performance on these two metrics. For 2023, the Compensation Committee adjusted the formula for the Revenues target, decreasing the maximum payout factor from 190% to 175%, which is aligned with the maximum payout factor for the Operating Margin payout curve. |
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| 2024 Notice of Annual Meeting and Proxy Statement | 57 |
Compensation discussion and analysis
As previously discussed, the performance factor determined by the above formula may be modified based on management’s performance against the performance targets set under the Strategic Scorecard. It is also the Compensation Committee's practice to provide differentiated awards to recognize significant individual contributions. Therefore, a hold back of 2.5% is applied to the performance factor derived from the PIP formula and Strategic Scorecard to allow for this differentiation.
The final performance factor is subject to the approval of the Compensation Committee, and the Compensation Committee has the discretion to reduce or increase the performance factor resulting from the PIP formula and Strategic Scorecard. Actual awards given to our named executive officers are in the discretion of the Compensation Committee and their awards, as a percentage of their target, may be more or less than the final performance factor approved by the Compensation Committee.
When comparing BD’s operating results to the performance targets, the Compensation Committee also has the discretion to make adjustments to BD’s results for unbudgeted items that are not considered part of our ordinary operations and other events that significantly impacted BD’s performance. This encourages management to make business decisions based on what management believes is in the best interests of BD, rather than their possible effects on compensation. It also ensures that our executives are not unfairly rewarded for or penalized by these types of events.
Equity compensation awards
We use a mix of equity compensation vehicles to promote the objectives of our program.
| | |
| 2023 Equity Compensation Awards |
|
|
● Performance Units ● SARs ● TVUs
•Performance Units measure BD’s performance over a three-year period and reward sustained long-term financial performance. Performance Units represent 50% of the total award value.
•SARs reward executives for the creation of shareholder value over the term of the award and represent 30% of the total award value.
•TVUs are the smallest portion of equity compensation and are used to reduce the volatility in amounts realized from equity compensation that can arise when purely performance-based equity compensation is used. TVUs represent 20% of the total award value.
Because they are equity-based and subject to long-term vesting periods, these awards also serve to align the interests of our executives with those of our shareholders through equity compensation and promote executive retention.
Performance unit metrics and payout formula
The performance measures used for the Performance Units granted in 2023 are average annual ROIC and average annual Revenue growth, with a performance payout modifier based on BD's relative TSR, as discussed below. Both average annual ROIC and average Revenue growth are weighted 50%. A payout factor for each measure is calculated to determine a final share retention guidelines.payout, which can range anywhere from zero to 200% of target. The payout factor for each performance measure is determined by a scale that establishes a threshold performance level (resulting in a 50% payout factor for that measure), and a maximum performance level (resulting in a 200% payout factor), as shown below. Performance below the threshold level results in a zero payout factor for that measure.
Compensation discussion and analysis
ROIC Factor:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Below Target | Target | Performance Above Target |
| ROIC | < 5.0% | 5.0% | 4.0% | 3.0% | 2.0% | 1.0% | # | 1.25% | 2.5% | 3.75% | ≥ 5.0% |
| ROIC Payout Factor | 0 | 50% | 60% | 70% | 80% | 90% | 100% | 125% | 150% | 175% | 200% |
Revenue Factor:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Below Target | Target | Performance Above Target |
| Revenue Growth | < 2.0% | 2.0% | 1.6% | 1.2% | 0.8% | 0.4% | # | 0.5% | 1.0% | 1.5% | ≥2.0% |
| Revenue Growth Payout Factor | 0 | 50% | 60% | 70% | 80% | 90% | 100% | 125% | 150% | 175% | 200% |
The payout factor for the Performance Units is subject to modification based on BD’s relative TSR compared to the TSR Group for the performance period. For the Performance Units granted in 2023, the Compensation Committee selected a new TSR Group to better represent the majority of BD's business and sources of revenue. The new TSR Group consists of a group of healthcare equipment and supplies companies included in the S&P 500 Healthcare Index. The modifier can range from 120% of payout (for relative TSR in the top 15th percentile) to 80% (for relative TSR in the lowest quartile). In the event BD has a negative TSR for the performance period, the modifier will not be used to increase the payout amount, regardless of BD’s relative rank within the TSR Group.
| | | | | |
| TSR Modifier (+/- 20%) |
| Percentile | Modifier |
| >=85th | 1.2x |
| 50th | 1.0x |
| <=25th | .8x |
Similar to the PIP, the Compensation Committee has the discretion to adjust BD’s average ROIC and Revenue performance for unbudgeted items and other significant events not considered part of our ordinary operations.
2023 compensation actions
Below is a discussion of compensation actions taken in 2023 with respect to the named executive officers.
Considerations regarding CEO pay
In making compensation decisions with respect to Mr. Polen, the Compensation Committee considered a number of factors, including:
•Tying a significant amount of Mr. Polen's pay to performance, with a clear link to our performance driven metrics.
•The benefit our shareholders receive from Mr. Polen’s knowledge of our industry and, with over 20 years of tenure, his extensive knowledge of BD and its capabilities, technologies and culture.
•Mr. Polen's accomplishments during the year, including:
◦The continued successful execution of the BD 2025 strategy to position BD for sustainable long-term growth and allow BD to continue to improve outcomes for patients and providers.
◦His leadership in delivering strong financial resultsperformance that exceeded our expectations set for the year while managing a challenging macroeconomic environment.
◦The progress made to enhance BD's long-term growth profile by setting clear, measurable short-focusing BD's product portfolio in higher-growth areas and long-termthe successful clearance of BD AlarisTM Infusion System.
◦His development and motivation of talent throughout the organization and the advancement of the executive leadership team culture and capabilities.
◦His leadership in the area of ESG and the progress made during the year towards BD's 2030+ ESG goals.
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| 2024 Notice of Annual Meeting and Proxy Statement | 59 |
Compensation discussion and analysis
In addition, when Mr. Polen became our CEO in 2020, his compensation was purposely set by the Compensation Committee towards the lower quartile of BD’s peer companies, with the intent of increasing his total target compensation over time, assuming appropriate company and individual performance. In 2022, Mr. Polen's compensation reflected the decision of the Compensation Committee to position Mr. Polen’s pay within a competitive range of the median for CEOs in BD's peer group based on his and BD's strong performance during his time in the CEO role. In 2023, the Compensation Committee continued with this approach and Mr. Polen's 2023 compensation remains within a competitive range of the median for CEOs in BD's peer group. See page 64 for information on the companies the Compensation Committee uses to benchmark executive compensation.
Salary adjustments
The base salaries of the named executive officers are reviewed each November, and any adjustments go into effect in January of the following calendar year. Messrs. Polen, DelOrefice and Hickey received 3% salary adjustments, which were consistent with salary adjustments made generally at BD. As Ms. Neal rejoined BD in April 2022, midway through our 2022 fiscal year, she received a 1.5% salary adjustment in 2023. Mr. Garrison did not receive a salary adjustment during 2023, given the adjustment he received in connection with his promotion to lead our Medical Segment in September 2022.
PIP awards
Performance against the plan targets
The threshold performance, target performance and maximum performance for each metric under the PIP for 2023, along with BD’s adjusted performance during the year, are set forth on the following table.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Range of Performance | Reported
Performance | Adjusted Performance* | Performance Factor (rounded) |
| Performance Metric | Threshold | Target | Maximum |
| Revenues (40%) (in billions) | | | $ | 19.37 | | | $ | 18.94 | | 48% |
| Adjusted EPS (20%) | | | $ | 5.10 | | | $ | 12.17 | | 22% |
| Operating Margin (20%) (%) | | | 10.9% | | 24.0% | 24% |
| Free Cash Flow as % of Sales (20%) | | | 10.6% | | 15.0% | 13% |
| Total | | | | | | | | 107 | % |
* For information on how Adjusted Performance is calculated, see Appendix A.
Strong Revenues, Adjusted EPS and Operating Margin performance during the year drove above target performance for those three metrics under the PIP formula, offset in part by below target performance on our Free Cash Flow metric, resulting in a 107% performance factor. Based on management's recommendation, the Compensation Committee used negative discretion to reduce the corporate performance factor to 95%, which would allow funding to be reallocated from the corporate level (to which all NEO PIP awards are tied) to the business level payout pools. Management believed that the reallocation of PIP funding to the businesses would permit more equitable PIP awards across the company, as it would allow business level associates to be more fully rewarded for BD’s strong financial performance for the year.
Compensation discussion and analysis
As it has historically done, the Compensation Committee made adjustments to the company’s performance for unbudgeted items, including acquisitions and divestitures, and certain other matters that occurred during the year. The Compensation Committee made these adjustments to eliminate items that are not considered part of BD’s ordinary operations, so that only the underlying operating performance of our business was measured. These adjustments are consistent with how we reported our operating results to the financial community. The reconciliations on Appendix A provide additional detail on the adjustments made by the Compensation Committee.
Application of strategic scorecard
As stated earlier, the Strategic Scorecard sets aggressive internal targets that support BD's longer-term strategic priorities, and is intended to only reward performance that meets the rigorous standards set under the scorecard.
| | | | | | | | |
| Goal | Progress During Year | Modifier |
| Remediation/Inspire Quality | BD partially achieved its Remediation/Inspire Quality goals for the year. | 1.50 | % |
| | |
| Inclusion & Diversity | BD partially achieved its inclusion & diversity goals for the year. | 1.00 | % |
| Total | 2.50 | % |
The company's performance against the Strategic Scorecard goals increased the PIP performance factor by 2.5%. The 2.5% hold back to fund exceptional performance awards described earlier was then applied, and as a result, the final PIP performance factor was 95%.
Awards made to named executive officers
The following table shows the PIP awards earned by the named executive officers for 2023. These awards are also set forth in the Summary Compensation Table on page 68 under the heading “Non-Equity Incentive Plan Compensation.”
| | | | | | | | |
| Name | Target Incentive Award ($) | Actual Incentive Award ($) |
| Thomas E. Polen | 1,987,500 | | 1,888,125 | |
| Christopher J. DelOrefice | 741,600 | | 774,972 | |
| Michael D. Garrison | 573,750 | | 599,569 | |
| David B. Hickey | 555,943 | | 422,516 | |
| Shana Neal | 456,660 | | 433,827 | |
Mr. Polen and Ms. Neal each received a PIP award equal to 95% of their respective target awards, consistent with the reduced PIP performance factor.
Mr. DelOrefice received a PIP award at 104.5% of his target (110% of the reduced PIP performance factor) to reflect his contributions to BD’s strong financial performance for the year in a challenging macroeconomic environment, his continued execution of a capital allocation strategy that is creating opportunities for BD to pursue value creation opportunities and his leadership in major Simplify programs.
Mr. Garrison received a PIP award at 104.5% of his target (110% of the reduced PIP performance factor) to reflect his individual contribution to the strong performance of the Medical segment during the year.
Mr. Hickey received a PIP award at 76% of his target (80% of the reduced PIP performance factor) to reflect the lower performance of the Integrated Diagnostic Solutions business.
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| 2024 Notice of Annual Meeting and Proxy Statement | 61 |
Compensation discussion and analysis
Equity compensation awards
2023 awards
The Compensation Committee made the equity compensation awards to the named executive officers shown in the Summary Compensation Table on page 68 during fiscal 2023. The increase in the total value of Mr. Polen’s award over the prior year was made to recognize Mr. Polen’s performance and to continue to position Mr. Polen’s pay within a competitive range of the median for CEOs in BD's peer group based on his and BD's strong performance during his time in the CEO role, as discussed above. Messrs. DelOrefice's and Hickey's awards reflect the Compensation Committee's decision to better position both executives' pay within a competitive range of BD's peer group. The awards granted to the other named executive officers reflect award values granted by the Compensation Committee after considering individual performance and compensation market data. Ms. Neal's award also includes the second installment of her sign-on grant upon joining BD, as discussed below.
The Performance Units included in these awards cover the fiscal 2023-2025 performance period. The payout factor for the Performance Units will be modified based on the company’s relative TSR performance during the three-year performance period, as discussed earlier.
Payout of Performance Units
During 2023, Performance Units covering the fiscal 2020-2022 performance period vested. The performance targets for these awards were average annual ROIC of 12.9% and average annual Revenue growth of 5.6%. As previously disclosed in the 2023 Proxy Statement, the targets for average ROIC and average Revenue growth were adjusted to reflect the impact of the spin-off of our strategyformer Diabetes Care business into Embecta Corp. which occurred on April 1, 2022. The awards paid out at 76% of target.
Other compensation actions
Ms. Neal joined BD as its Executive Vice President and Chief People Officer on April 4, 2022. Upon joining BD, Ms. Neal's base salary was set at $600,000. To compensate Ms. Neal for certain benefits and equity compensation awards with her former employer that she forfeited by joining BD, she received a sign-on cash payment of $750,000 payable in two installments, and a sign-on equity compensation award valued at $3,800,000, also payable in two installments. Ms. Neal received the creationsecond installments of long-term shareholderher sign-on payments in 2023, which are reflected in the Summary Compensation Table. The terms of Ms. Neal's sign-on arrangements were the result of negotiations between BD and Ms. Neal in connection with her recruitment and were approved by the Compensation Committee, in consultation with its independent consultant, as a reasonable inducement for Ms. Neal to join BD.
Other benefits under our executive compensation program
Deferred compensation
Our Deferred Compensation and Retirement Benefit Restoration Plan (the “Restoration Plan”) is an unfunded, nonqualified plan that allows eligible associates to defer receipt of cash compensation and shares issuable under certain equity compensation awards on a pre-tax basis in addition to what is allowed under our tax-qualified 401(k) Plan. The Restoration Plan is offered as part of a competitive compensation program. We do not provide any guaranteed earnings on amounts deferred under the Restoration Plan, and earnings on these accounts are based on individual investment elections. BD provides matching contributions on cash amounts deferred under the Restoration Plan, subject to certain limits. Additional information regarding the deferred compensation provisions of the Restoration Plan is on page 75.
Pension benefits
We offer pension benefits to our eligible U.S. associates. Because the Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under our qualified Retirement Plan, we provide additional retirement benefits through our Restoration Plan. We do not include the value while atof equity compensation in calculating pension benefits. A more complete description of these pension benefits begins on page 73.
Compensation discussion and analysis
Company transportation
Mr. Polen is encouraged to use BD aircraft for both personal and business travel to make more efficient use of his travel time, for personal security and to reduce business continuity risk. Mr. Polen has entered into a time-share agreement under which he makes payments to BD for his personal use of BD aircraft.
In fiscal 2021, the same time taking carecompany implemented a policy under which Mr. Polen is permitted the personal use of our corporate aircraft for up to $100,000 per year in aggregate incremental cost to the company, with any costs in excess of this limit being reimbursed to the company through his time-share agreement. This policy was implemented to give BD the flexibility to require Mr. Polen to fly the corporate plane during the pandemic. For fiscal 2022, this limit was increased to $225,000 to reflect the significant increase in fuel costs experienced in the current inflationary environment.
Mr. Polen is responsible for the payment of any tax on any income imputed to him from his personal use of corporate aircraft. BD does not provide any gross-up payments with respect to such taxes.
Additional information on the time-share agreement is set forth in the notes to the Summary Compensation Table on page 68.
Change in control agreements
We have entered into agreements with the named executive officers relating to their employment following a change in control of BD. These agreements provide the executives with continued employment for a period of two years following a change in control, and provide certain benefits to the executives in the event their employment is terminated without “cause” or they leave their employment for “good reason” (also known as a constructive termination) during such period. Generally, these benefits include a severance payment equal to a multiple of the executive’s salary and PIP award, and certain other benefits. A more complete description of the terms and potential payouts of our change in control agreements begins on page 77.
General purpose
Our change in control agreements are intended to retain the executives and provide continuity of management in the event of an actual or potential change in control of BD. These change in control benefits are reviewed from time-to-time by the Compensation Committee to ensure that they are consistent with our executives are not incentivized to take inappropriate risks.
Maintaining apay-for-performance philosophy by tying a significant portion of pay to performance against our performance targets.
Offering competitive compensation that helps attract objectives and retain high-performing executives who are essential to executing our strategy and creating long-term value for our shareholders.
In administering the program, themarket practices. The Compensation Committee seeks to provide transparency to BD executives and associates and to our shareholders of all aspects of BD’s compensation and benefits structure. This includes disclosure of performance targets and payout formulas,believes the benefits provided under these agreements are appropriate and consistent with our objective of attracting and retaining highly qualified executives.
Triggering events
Our agreements contain a “double-trigger”—that is, there must be both a change in control of BD and a termination of the program,executive’s employment (either without cause by BD or for good reason by the executive) in order for any payments to be made. We opted for a double trigger, rather than a “single-trigger” that provides for severance payments solely on the basis of a change in control, since a double trigger is consistent with the purpose of encouraging the continued employment of the executive following a change in control.
No gross-up provisions
None of the change in control agreements with BD’s executive officers contain any tax reimbursement provisions with respect to any excise tax that may be payable by the executive in connection with a change in control.
Other change in control provisions
All our unvested equity grants include a double-trigger vesting provision upon a change in control. Under this provision, the awards will not automatically vest upon a change in control if the awards are either continued or replaced with similar awards. In those instances, the awards will automatically vest only if the executive is terminated without “cause” or terminates employment for “good reason” (as such terms are defined in the plan) within two years of the change in control.
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| 2024 Notice of Annual Meeting and Proxy Statement | 63 |
Compensation discussion and analysis
Executive officer cash severance policy
As discussed earlier on page 52, in response to the Compensation Committee’s useshareholder proposal that received majority support at our 2023 Annual Meeting, the Board adopted the Executive Officer Cash Severance Policy. The policy prevents BD from entering into any new agreement, plan or policy that provides for the payment of discretion in determining award payouts.cash termination benefits to an executive officer exceeding 2.99 times the sum of the officer’s base salary plus target bonus, without seeking stockholder approval or ratification. Deferred compensation, retirement benefits, earned but unpaid PIP awards, and non-cash benefits (such as health and welfare plan coverage) are excluded from the 2.99 times limit. The Executive Officer Cash Severance Policy is available on our website at investors.bd.com/corporate-governance/governance-documents.
How
We Set Executive Compensationwe set executive compensation
The role of the Compensation Committee, its consultant and management
The Compensation Committee oversees the compensation program for our executive
officers.officers, including the program design and performance targets. The Compensation Committee recommends compensation actions regarding the CEO for approval by the independent members of the Board and sets the compensation of the other named executive officers. The Compensation Committee is assisted in fulfilling its responsibilities by its independent consultant,
Pay Governance,Semler Brossy, and BD’s senior management. Additional information about our process for setting executive compensation, including the roles of
Pay Governancethe Compensation Committee’s independent consultant and management, is found
beginning on
pages 12-13.In order topage 24.
To maintain the independence of its outside consultant, the Compensation Committee has established a policy that prohibits its consultant from performing any services for BD or BD’s management without the Compensation Committee’s prior approval. In accordance with this policy,
Pay GovernanceSemler Brossy did not perform
any services for BD or BD management in
2017.2023.
The use of market comparison data
The Compensation Committee considers
a number ofseveral factors in structuring our program, determining pay components and making compensation decisions. This includes the compensation practices of select peer companies in the healthcare industry, which we refer to as the “Comparison Group.” These companies
wereare chosen by the Compensation Committee after considering the recommendations of
Pay Governanceits independent consultant and
management, and were selected because theymanagement. It is the Compensation Committee’s intent to select companies that have significant lines of business that are similar to BD’s, are of comparable size in revenue and market capitalization, and
are companies that we believe we compete with
BD for executive talent.
The Compensation Committee reviews the composition of the Comparison Group at least annually. The companies in the Comparison Group for
20172023 are below.
Comparison Group
| | | | | | | | |
| | |
Comparison group |
Abbott Laboratories Agilent Technologies, Inc. Allergan plc
C.R. Bard, Inc.
Baxter International Inc. | Boston Scientific Corporation | | Danaher Corporation Medtronic plc PerkinElmer, Inc.
| Thermo Fisher Scientific Inc. Zimmer Biomet Holdings, Inc. |
| | |
If the sample size from the Comparison Group is not large enough
for a particular named executive officer, data from a secondary peer group or, more broadly, general industry
data may be used. Companies in the secondary peer group vary each year, depending on survey participation, and are selected based on similarities of industry and company size. The Comparison Group data was used for each named executive officer
in 2023, except that for
each component of our compensation program in 2017. In addition,Messrs. Garrison and Hickey, data from a secondary peer group
data was
also used
in setting pay levels for Mr. Conroy and general industry data was consulted in setting Mr. Polen’s pay.due to insufficient Comparison Group Data
| | | | | | | | |
| | | Revenue for the
twelve months ended
September 30, 2017
(in millions) | | | Market capitalization
on September 30, 2017
(in millions) | |
25th Percentile | | $ | 5,240 | | | $ | 23,387 | |
Median | | $ | 9,499 | | | $ | 37,108 | |
75th Percentile | | $ | 14,289 | | | $ | 64,668 | |
BD | | $ | 12,158 | | | $ | 44,591 | |
BD Percentile Rank | | | 67% | | | | 59% | |
Compensation discussion and analysis
Comparison group data
| | | | | |
Revenue for the twelve months ended September 30, 2023 (in millions) ($) | Market capitalization September 30, 2023 (in millions) ($) |
| |
| |
The Compensation Committee attempts to set the salary, annual cash incentive and equity compensation of the named executive officers at levels that are competitive with the compensation (salary, annual cash incentive and equity compensation)that paid to persons holding the same or similar positions at the Comparison Group or secondary peer group companies, listed above,as applicable, using available market comparison data regarding these companies as a guide. The Compensation Committee (and the independent directors, as a group, in the case of our CEO) uses the 50th and 75th percentile of the Comparison Group or secondary peer group as reference points and generally seekseeks to set the compensation of our named executive officers for each of these elements within a competitive range of the median of this group,those companies, assuming payout of performance-based compensation at target. The use of market comparison data, however, is just one of the tools used to determine executive compensation, and the Compensation Committee and the independent directors retain the flexibility to set target compensation at levels deemed appropriate for an individual or for a specific element of compensation. Based on the market data provided by Pay Governance, the Compensation Committee believes that the total target compensation set for the named executive officers in 2017 generally approximated median competitive levels. Because each compensation element is reviewed individually, compensation decisions made with respect to one element of compensation generally do not affect decisions made with respect to other elements. It is also for this reason that no specific formula is used to determine the allocation between cash and equity compensation, although it is the Compensation Committee’s intent that equity compensation represent the largest portion of total target compensation. In addition, because an executive’s compensation target is set by reference to persons with similar duties at
peerother companies, we do not establish any fixed relationship between the amount of compensation paid to our CEO and that paid to the other named executive officers.
The use of tally sheets
The
Annually, the Compensation Committee is fromtime-to-timeprovided with a “tally sheet” report prepared by management for eachregarding the named executive officer.officers. The tally sheet includes, among other things, total annual compensation, the value of unexercised or unvested equity compensation awards, and amounts payable upon termination of employment under various scenarios, including retirement or following a change in control. The Compensation Committee uses these tally sheets to providegain additional perspective on the value the executives have accumulated from prior equity awards and plan accruals and their retentive value.
The Key Elements of Our Compensation Program
The key elements of our executive compensation program are summarized in the table below.
| | | | | | |
Component
| | Description
| | | | Purpose
|
| | | |
Base salary
| | Fixed cash compensation based on performance, scope of responsibilities, experience and competitive pay practices. | | | | Provide a fixed, baseline level of compensation. |
| | | |
PIP
| | Annual variable cash payment tied to performance during the fiscal year. | | | | Drive business performance on an annual basis.
Reward individual contributions to BD’s performance.
|
Long-term equity compensation:
| | | | | | |
| | | |
• SARs | | Exercisable for shares based on difference between exercise price and BD stock price. SARs vest over four years and have a10-year term.
| | | | Increase executive ownership to align interests with shareholders.
Promote executive retention.
Drive long-term, sustained business performance.
Reward creation of shareholder value.
|
• Performance Units
| | Performance-based restricted stock units, with payout tied to BD’s performance over three-year performance period.
| | |
• TVUs
| | Restricted stock units that vest in three annual installments. | | |
Our Emphasis onPay-for-Performance
Performance-based compensation
The compensation of our named executive officers is weighted towards performance-based compensation, where the actual amount received varies based on company and individual performance. The charts below show the performance-based portion of 2017 target compensation paid to Mr. Forlenza and the other named executive officers.
2017 Total Target Compensation*
* | Actual amounts received (and the percentage of total compensation coming from performance-based compensation) may differ from target amounts based on performance and BD’s stock price. |
“Performance-based” compensation includes PIP awards, Performance Units and SARs, while “Fixed” compensation includes salary and TVUs. We consider SARs performance-based compensation because they require stock price appreciation to deliver value to an executive.
How our performance metrics support BD’s business strategy
BD remains focused on delivering sustainable growth and shareholder value, while making appropriate investments for the future. BD management operates the business consistent with the following core strategies:
Increasing revenue growth by focusing on our core products, services and solutions that deliver greater benefits to patients, healthcare workers and researchers;
Investing in research and development for platform extensions and innovative new products;
Growing our operations in emerging markets;
Improving operating effectiveness and balance sheet productivity; and
Driving an efficient capital structure and strong shareholder returns.
The Compensation Committee believes it is important that our compensation program reinforce and reward behaviors that support these business objectives. In addition, the Compensation Committee believes executive compensation should be based in part on how BD’s performance compares to peer companies facing the same market conditions as BD. These considerations inform the Compensation Committee’s selection of the performance measures for BD’s performance-based compensation.
Performance Period and Metrics for
Performance-based Compensation
| | | | |
1 Year | | 3 years | | 10 years |
| | |
PIP Awards | | Performance Units | | SARs |
Adjusted EPS*
Revenues*
Free cash flow as a percentage of sales*
| | Average ROIC
Relative TSR
| | Stock price appreciation |
* | Adjusted by eliminating the effect of unbudgeted currency fluctuations. |
PIP. We evaluate corporate performance under the PIP using the following metrics:
| • | | Adjusted EPS. “Adjusted EPS” is our GAAP EPS less acquisition-related purchase accounting adjustments and finance, integration, restructuring and transaction costs. We use Adjusted EPS because it is the primary basis on which BD sets performance expectations for the year and earnings is a widely-used measure of overall company performance. The use of Adjusted EPS is consistent with how we report our operating results to the financial community. |
| • | | Revenue. Revenue measures BD’s ability to innovate and compete in the global marketplace. This measure focuses management on achieving strong“top-line” growth, consistent with our business strategy. |
| • | | Free cash flow as a percentage of sales. This metric recognizes the importance of the efficient use of cash to our ability to fund ongoing investments in our business, including product development, innovation and geographic expansion. “Free cash flow” means cash flow from our operating activities, less capital expenditures and capitalized software. |
Together, these three measures provide a balanced set of performance targets that focus on growth, profitability and operating efficiency.
Adjusted EPS and revenue are each weighted 40%, and the free cash flow metric is weighted 20%. This represents a change from 2016, where Adjusted EPS was weighted 50% and the revenue and free cash flow metrics were each weighted 25%. The Compensation Committee made this change to better align incentives under the PIP with our business strategy by increasing management focus on revenue growth.
When measuring actual performance against the targets, adjustments are made to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to BD, compared to the rates we budgeted when the targets were set. We eliminate this impact of foreign currency translation so that only BD’s underlying performance is considered in determining PIP awards.
Equity compensation. Equity compensation links executive compensation to BD’s performance against three-year performance goals and stock price appreciation. Two metrics are used to measure performance under the Performance Units, each weighted 50%:
| • | | Average return on invested capital (“ROIC”). This metric measures profitability and how effectively company assets are being used. This metric requires our executives to effectively manage a number of different aspects of the business, including new product introductions, productivity improvements and geographic expansion. |
| • | | Relative total shareholder return (“TSR”). This metric measures BD’s stock performance (assuming reinvestment of dividends) during the performance period against that of a group of 13 companies in the healthcare industry (the “TSR Group”). This measure compares BD’s performance, as reflected in our stock price over time, to peer companies facing similar business conditions and is directly tied to shareholder returns. The TSR Group is broader than the Comparison Group used for compensation market data in order to reduce the volatility in relative performance that can come from using a relatively smaller number of companies. |
How performance goals are set
The Compensation Committee considers BD’s business plan and the environment in which BD is operating when setting performance targets for the PIP and Performance Units. The healthcare industry continues to face challenges, and the Compensation Committee seeks to reward what it deems to be superior performance by management in light of current industry conditions and growth trends. The Compensation Committee sets what it believes are reasonably achievable performance targets for BD at the time, in light of the BD operating plans reviewed by the Board, and structures payouts so that they are aligned with BD’s performance against those targets.
Our risk analysis of performance-based compensation
While a significant portion of our executive compensation is performance-based, we do not believe that our program encourages excessive or unnecessary risk-taking. While risk-taking is a necessary part of operating and growing a business, the Compensation Committee focuses on aligning BD’s compensation practices with BD’s long-term strategy and attempts to avoid short-term rewards for management decisions that could pose long-term risks to BD. This includes:
| • | | Limits on PIP awards•Limits on PIP awards. We do not overweight short-term incentives as a proportion of total pay. PIP awards are also capped at 200% of an executive’s target award to protect against disproportionately large short-term incentives, and the Compensation Committee has the discretion to set PIP awards based on any factors it deems appropriate, including whether management has taken unnecessary or excessive risk. |
| • | | Share retention and ownership guidelines. Our share retention and ownership guidelines ensure that our executives have a significant amount of their personal assets tied to the long-term success of BD, and we have a policy prohibiting pledging BD shares or hedging against the economic risk of their ownership. |
| • | | Use of long-term equity compensation. The largest portion of the compensation paid to our named executive officers is long-term equity compensation that vests over a period of years, which encourages our executives to focus on sustaining BD’s long-term performance. |
| • | | Use of Performance Units. A significant portion of executive equity compensation consists of Performance Units that have a three-year performance cycle. This focuses management on sustainable long-term performance. We also cap the payout of these awards at 200% of target. |
| • | | Use of multiple performance metrics. We use a number of different performance metrics in our performance-based compensation, with no overlapping metrics among our different compensation components, so that undue weight is not given to any one metric. |
PIP Awards
The PIP provides our executives an opportunity to receive a cash award for BD’s performance for the fiscal year and their contribution to that performance, as part of ourpay-for-performance philosophy.
Award targets
Target PIP awards for the named executive officers are expressed as a percentage of base salary earned during the year. The “Grants of Plan-Based Awards in Fiscal Year 2017” table on page 45 shows the range of possible awards under the PIP for 2017, based on certain assumptions.
The factors considered when setting actual PIP awards include BD’s overall performance against thepre-set performance targets and the resulting available funding (discussed below), the executive’s target award and the executive’s individual performance. Our CEO’s performance is measured against the individual goals for the year established by the independent directors. For our other executive officers, performance is measured against the performance objectives set for the businesses, regions or functions they oversee. In each case, the performance objectives for a named executive officer involve a combination of quantitative and qualitative goals. However, no specific formula or weighting of individual performance objectives is used to determine a named executive officer’s PIP award, nor is the achievement of any particular individual performance objective a condition to receiving an award. Instead, the Compensation Committee and the independent directors use their business judgment to determine what it believes is an appropriate PIP award to recognize BD’s performance and the executive’s contribution to that performance.
Funding for awards
Available funding for PIP awards is determined by a formula. For each measure, the Compensation Committee reviews how BD performed against the target goal set by the Compensation Committee in order to arrive at a performance factor for that measure.
For the revenue target, for every 1% of performance above target, funding with respect to that measure is increased 22.5% above target (up to a maximum of 190%), and for every 1% below target, funding decreases 12.5% below target (to a minimum of 50%).
For the Adjusted EPS and free cash flow targets, for every 1% of performance above target, funding with respect to that measure is increased 5% above target (up to a maximum of 150%), and for every 1% below target, funding decreases 2.5% below target (to a minimum of 75% for Adjusted EPS and 50% for free cash flow).
Performance below 96% of target for revenues results in no funding for the revenue measure, while performance below 90% of the Adjusted EPS target and 80% of the free cash flow target, respectively, results in no funding for those measures.
The performance factors for the three measures are then weighted to arrive at an overall funding factor. Actual awards, as a percentage of a named executive officer’s target, may be more or less than the overall funding factor.
When comparing BD’s operating results to the performance targets, the Compensation Committee has the discretion to adjust BD’s results to account for unbudgeted acquisitions and divestitures during the year, and for other unbudgeted items that are not considered part of our ordinary operations. This ensures that business decisions are madeset PIP awards based on whatany factors it deems appropriate, including whether management believes is in the best interestshas taken unnecessary or excessive risk.
•Use of BD, rather than the possible effects on compensation. It also ensures that our executives are not unfairly penalized by or rewarded for these types of events.Equity Compensation Awards
We use a mix oflong-term equity compensation vehicles to promote the objectives of our program.
| • | | SARs reward executives for the creation of shareholder value over the term of the award. |
| • | | Performance Units measure BD’s performance over a three-year period and are intended to reward sustained long-term financial performance. |
| • | | TVUs are the smallest. The largest portion of equity compensation and are used to reduce the volatility in amounts realized from equity compensation that can arise when purely performance-based equity compensation is used. |
Because they are equity-based and subject to vesting, each award also serves to align the interests of our executives with those of our shareholders and to promote executive retention.
Award values
The Compensation Committee determines the total grant date dollar value of the equity compensation to be paid to a named executive officer. SAR, Performance Unit and TVU awards are then made to the executive based on their estimated grant date values, with SARs and Performance Units each making up approximately 40% of the total award value, and TVUs the remaining 20%, consistent with prior years. The values given to equity compensation awards are only estimates and actual amounts realized from these awards may differ from these estimated values.
Performance Unit payout formula
The performance measures used for the Performance Units are average annual ROIC and relative TSR, each weighted 50%. A payout factor for each measure is calculated to determine a final share payout, which can range anywhere from zero to 200% of target.
ROIC. The payout factor for ROIC performance is determined by a scale, with threshold performance set at 5% below the ROIC target (resulting in a 50% payout factor), and maximum performance set at 5% above target (resulting in a 200% payout factor). Performance below the threshold level results in a zero payout factor for the ROIC measure.
Relative TSR. The payout factor for relative TSR performance is determined by the following table:
| | |
BD’s Percentile Rank
| | TSR Factor
|
³85th
| | 200% |
75th
| | 165% |
50th
| | 100% |
25th
| | 35% |
Less than 25th
| | 0 |
If BD has a negative TSR for the performance period, the relative TSR factor is capped at 100%, regardless of where BD’s TSR ranks within the TSR Group. The Compensation Committee believes that in instances where BD has a negative TSR, BD’s executives should still be rewarded for superior relative TSR performance, but that it is appropriate that the payout be limited.
Similar to the PIP, the Compensation Committee has the discretion to adjust BD’s average ROIC performance for acquisitions, divestitures and other unbudgeted items not considered part of our ordinary operations, and to remove companies from the TSR Group, or adjust the TSR of companies within the TSR Group or of BD, to account for acquisitions, mergers or other significant events, such as a change in capital structure.
2017 Compensation Actions
Below is a discussion of compensation actions taken in 2017 with respect to the named executive officers.
Salary adjustments
The base salaries of the named executive officers are reviewed each November, and any adjustments go into effect on January 1 of the following calendar year. Effective January 1, 2017, Mr. Forlenza’s salary was
increased from $1,120,000 to $1,165,000 in order to reward him for outstanding performance and to keep his salary competitive with the median of the Comparison Group. The other named executive officers received salary increases that were in line with increases at BD generally. Mr. Polen’s salary was increased to from $728,000 to $825,000 upon his being named BD’s President in April 2017.
PIP awards
The threshold performance, target performance and maximum performance for each metric under the PIP for 2017, along with BD’s adjusted performance during the year, are set forth on the following table.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Range of Performance | | | Adjusted
Performance* | | | Percentage
of Target
Achieved | | | Funding
Factor
(rounded) | |
Performance Metric | | Threshold | | | Target | | | Maximum | | | | |
Adjusted EPS (40%) | | $ | 8.41 | | | $ | 9.34 | | | $ | 10.27 | | | $ | 9.57 | | | | 102.5 | % | | | 43% | |
Revenues (40%) (in millions) | | $ | 11,556 | | | $ | 12,037 | | | $ | 12,519 | | | $ | 12,073 | | | | 100.3 | % | | | 45% | |
Free cash flow as % of sales (20%) | | | 14.2% | | | | 15.8% | | | | 17.4% | | | | 16.0% | | | | 101.3 | % | | | 21% | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | | | | | | 109% | |
* | For additional detail on how Adjusted Performance is calculated, see Appendix A. |
The Adjusted EPS target represents an increase of 10.7% over adjusted 2016 EPS on a currency-neutral basis, while the revenue target represents an increase of 4.1% over adjusted 2016 revenues. These targets were set after taking into account the estimated impact for the year of the previously announced change in the business model of our dispensing business (Project TraCE), which we estimate negatively impacted earnings growth for the year by approximately 2% and revenue growth by approximately 0.5%. The free cash flow as a percentage of sales target also represents an increase over the 2016 target, which was 14.9%. Our reported EPS for 2017 was $4.60, our reported revenues were $12,093 million, and our reported free cash flow as a percentage of revenues was 15%.
In reviewing BD’s 2017 performance, the Compensation Committee made adjustments for unbudgeted items, including acquisitions, the effect of the charge taken in connection with Project TraCE, the reversal of a litigation reserve and certain other matters that occurred during 2017. The Compensation Committee made these adjustments to eliminate items that are not considered part of BD’s ordinary operations, so that the PIP funding factor appropriately reflected BD’s underlying operating results. These adjustments are consistent with how we reported our operating results to the financial community. Adjustments were also made for the impact of foreign currency fluctuations in excess of what was budgeted when the targets were set, again so that only BD’s underlying performance is considered in determining PIP awards. The reconciliations on Appendix A provide additional detail on the adjustments made by the Compensation Committee.
Based on BD’s results, the funding factor under the PIP was 109%. The following table shows the PIP awards granted for 2017. These awards are also set forth in the Summary Compensation Table on page 42 under the heading“Non-Equity Incentive Plan Compensation.”
| | | | | | | | |
Name | | Target
Incentive
Award ($) | | | Actual
Incentive
Award ($) | |
Vincent A. Forlenza | | | 1,631,000 | | | | 1,800,000 | |
Christopher R. Reidy | | | 667,918 | | | | 950,000 | |
Alexandre Conroy | | | 465,468 | | | | 583,466 | |
Thomas Polen | | | 701,250 | | | | 875,000 | |
Ellen R. Strahlman, M.D. | | | 553,446 | | | | 603,256 | |
Certain named executive officers received awards that, as a percentage of their award target, exceeded the payout factor, as discussed below:
Mr. Reidy received an award of 142% of his target award in recognition of the role he played in helping BD achieve strong financial performance for the year, including significant underlying operating margin expansion. His award also reflects Mr. Reidy’s continued efforts in realizing cost synergies from the CareFusion integration, which is on track to exceed our original estimates, and the progress made in functional transformation at BD, including our shared service centers and IT function. The award also reflects his leadership in the financial analysis of the Bard transaction, and preparing for the integration of the two companies, including identifying potential cost synergies. Mr. Reidy was also recognized for developing a successful financing strategy for the Bard transaction, which resulted in the completion of approximately $15 billion in equity and debt financing on terms favorable to BD, despite a “split rating” from the rating agencies.
Mr. Conroy’s award of 125% of his target award recognizes his role, as President, Americas and EMEA, in helping to deliver strong performance in emerging markets during the year that exceeded management’s expectations. It also reflects significant progress made during the year on important growth and innovation initiatives, includinggo-to-market strategies in Europe. The award also reflects Mr. Conroy’s successful transition to the leadership position of our Medication and Procedural Solutions unit in the second half of the year.
Mr. Polen received an award of 125% of his target award. The award reflects Mr. Polen’s successful transition into the President role, the strong performance of our Medical segment during the year, the implementation of significant strategic initiatives (including Project TraCE and advances in digital health), and steps he took to enhance BD’s organizational capabilities. The award also recognizes his significant role in forming the strategy that led to our agreement to acquire Bard and in preparing BD for the integration of the two companies, including talent retention, culture and organizational design.
Equity compensation awards
The Compensation Committee made the equity compensation awards to the named executive officers shown in the Summary Compensation Table on page 42 in November 2017. Among the changes in equity compensation awards in 2017 was an increase in Mr. Polen’s total award value, which was made in anticipation of his being named BD’s President later in the fiscal year.
The Performance Units included in the awards to our named executive officers cover the 2017-2019 performanceis long-term equity compensation that vests over a period of years, which encourages our executives to focus on sustaining BD’s long-term performance.
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 65 |
Compensation discussion and analysis
•Use of Performance Units. A significant portion of executive equity compensation consists of Performance Units that have a target average ROICthree-year performance cycle. This focuses management on sustainable long-term performance. We also cap the payout of 16.7% (with thresholdthese awards at 200% of target.
•Balanced set of multiple performance at 12.7%metrics. We use a number of different performance metrics in our performance-based compensation so that undue weight is not given to any one metric.
•Share retention and maximum performanceownership guidelines. Our share retention and ownership guidelines ensure that our executives have a significant amount of 21.7%),their personal assets tied to the long-term success of BD, and usewe have a policy prohibiting the formulapledging of BD shares or hedging against the economic risk of their ownership.
•“Clawback Policies”. As discussed earlier on page 36further below, we have in place policies that provide for calculating the relative TSR payout factor.Other Benefits Under Our Executive Compensation Program
Deferredrecovery of performance-based compensation
Our Restoration Plan is an unfunded, nonqualified plan that allows eligible associates to defer receipt of cash compensation and shares issuable under certain equity compensation awards on apre-tax basis in addition to what is allowed under from ourtax-qualified 401(k) Plan. The Restoration Plan is offered as part of a competitive compensation program. We do not provide any guaranteed earnings on amounts deferred by the named executive officers and earnings on these accounts are based on their individual investment elections. BD provides matching contributions on cash amounts deferred under the plan, subject to certain limits. Mr. Conroy is not eligible to participate in the Restoration Plan. A more complete description of the deferred compensation provisions of the Restoration Plan begins on page 52.
Pension benefits
We offer retirement benefits for all of our U.S. BD associates. Because the Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under our qualified Retirement Plan, we provide additional retirement benefits through our Restoration Plan. Together, the Retirement Plan and Restoration Plan are designed to provide a market-competitive level of income replacement for our retirement-eligible associates and reduce associate turnover. The named executive officers (other than Mr. Conroy) participate in these plans on the same basis as all eligible associates. We do not include the value of equity compensation in calculating pension benefits. A more complete description of these pension benefits, and the French indemnity plan in which Mr. Conroy participates, begins on page 50.
Change in control agreements
We have entered into agreements with the named executive officers relating to their employment following a change in control. These agreements provide the executives with continued employment for a period of two years following a change in control of BD, and provide certain benefits to the executives in the event their employment is terminated without “cause” or they leave their employment for “good reason” (also known as a constructive termination) during such period. Generally, these benefits include a severance payment equal to a multiple of the executive’s salary and PIP award, and certain other benefits. A more complete description of the terms and potential payouts of our change in control agreements begins on page 54.
General purpose. Our change in control agreements are intended to retain the executives and provide continuity of managementsenior managers in the event of an actuala financial statement restatement or potential change in controla breach of BD. These change in control benefits are reviewed fromtime-to-time byrestrictive covenants.
Significant policies and other information regarding executive compensation
Clawback policies
In accordance with the
Compensation Committee to ensure that they are consistent with our compensation objectiveslisting standards and
market practices. Based on information provided by Pay Governance, change in control arrangements are used by a substantial majorityrules of the
companies in the Comparison Group, and the terms of our agreements, including the severance multiple, are consistent with the prevailing practices at those companies. The Compensation Committee believes the benefits provided under these agreements are appropriate and consistent with our objective of attracting and retaining highly qualified executives.Triggering events. Our agreements contain a “double-trigger”—that is, there must be a change in control of BD and a termination of the executive’s employment (either without cause by BD or for good reason by the executive) in order for any payments to be made. We opted for a double trigger, rather than a “single-trigger” that provides for severance payments solely on the basis of a change in control, since a double trigger is consistent with the purpose of encouraging the continued employment of the executive following a change in control.
Tax reimbursement payments.In certain instances, payments made to an executive upon termination may be subject to a 20% excise tax. Under the agreement with Mr. Forlenza, to offset the effect of this tax, we will reimburse him for any resulting excise tax. We provide for this payment because it allows him to recognize the full intended economic benefit of the agreement and eliminates unintended disparities between executives that the excise tax can arbitrarily impose, owing to the particular structure of this tax provision. However, while we believe tax reimbursement provisions serve a valid purpose, in light of trends in executive compensation practices, it has been our policy since 2011 that any new change in control agreements that we enter into with executive officers will not contain these provisions.
Company transportation
Mr. Forlenza is encouraged to use BD aircraft for both personal and business travel in order to make more efficient use of his travel time, for personal security and to reduce business continuity risk. Mr. Forlenza has entered into a time-sharing arrangement under which he makes payments to BD for his personal use of BD aircraft. For 2017, Mr. Forlenza’s time-share payments exceeded BD’s incremental costs relating to his personal flights. Additional information on the time-sharing arrangement is set forth in the notes to the Summary Compensation Table on page 43.
Other change in control provisions
The equity grants awarded in 2017 include a double-trigger vesting provision upon a change in control. Under this provision, the awards will not automatically vest upon a change in control if the awards are either continued or replaced with similar awards. In those instances, the awards will automatically vest only if the executive is terminated without “cause” or terminates employment for “good reason” (as such terms are defined in the plan) within two years of the change in control.
Awards granted to the named executive officers prior to January 1, 2015 immediately vest upon a change in control. Unlike the double-trigger discussed above, no termination of employment is required for the accelerated vesting of the awards. We originally provided for single-trigger vesting for awards because we believed it provided our associates with the same opportunity as our shareholders to realize the value created by the transaction, but moved to a double-trigger to align BD’s plan with what the Compensation Committee believes are best practices in this area.
Significant Policies and Other Information Regarding Executive Compensation
Clawback policy
We have a policy that givesNYSE, the Board has adopted a "mandatory clawback policy" that requires the discretionBoard to require a member of the BD Leadership Team (which includes the top senior leaders at BD, including the namedrecoup excess compensation paid to our executive officers) to reimburse BD for any PIP award or Performance Unit payout that was based on financial results that were subsequently restatedofficers as a result of that person’s misconduct.a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive office. The Board is also has the discretioncontinuing to cancel any equity compensation awards (or recover payouts under such awards) that were granted to such person with respect to the restated period, and to require the person to reimburse BD for any profits realized on any sale of BD stock occurring after the public issuance of the financial statements that were subsequently restated.
The policy also givesmaintain a "discretionary clawback policy" allowing the Board to seek recoupment from a broader group of senior managers across the authority to require members of the BD Leadership Team who were not involvedCompany in the misconduct to reimburse BDevent of a restatement, as well as for the amount by which their PIP award or Performance Unit payouts exceeded the amount they would have received based on the restated results.
breaches of restrictive covenants.
Share retention and ownership guidelines
To increase executive share ownership and promote a long-term perspective when managing our business, our
named executive officers and
certain other
members of the BD Leadership Teamsenior executives are required to retain
in shares of BD stock, 75%50% of the net
after-tax proceeds shares received from any equity compensation awards granted to them after they become
a member ofsubject to the
BD Leadership Team.guidelines. They are subject to
these requirementsthis requirement until they achieve and maintain the required ownership
level. The requiredlevel set forth below. All the named executive officers have either met or are on track to meet their ownership
levels are:target. | | | | | |
Chief Executive Officer; President
Position | Multiple |
| CEO | | 56 times salary | |
Other Executive Officers | | | 3 times salary | |
Certain Other BD Leadership Team Members | | Senior Executives | 1 times salary | |
| | | | | |
| |
What counts as ownership | | What does not count as ownership | |
•Shares held directly | | | • Unvested SARs | |
• Shares held through 401(k) Plan, Restoration Plan and GSIP
Global Share Investment Program ("GSIP")•PTVUs and TVUs | | | What does not count as ownership •Unexercised SARs •Unvested Performance Units | |
• TVUs
| | | | |
Messrs. Forlenza, Reidy
Pledging and Conroy and Dr. Strahlman have holdings in excess of their ownership requirement. Mr. Polen has not yet attained his required ownership levels, as he was only appointed to the President position in April 2017.hedging policy
Hedging policy
We have a policy that prohibits all of our directorsassociates (including the named executive officers) and associatesmembers of our Board from pledging any BD shares or other BD securities, or from engaging in options (including exchange-traded options), puts, calls, forward contracts or any other derivative transactions that are intended to hedge against the economic risk of owningany decrease in the market value of BD shares.
shares or other BD securities granted to them as part of their compensation from BD or that are held directly or indirectly by them.
Compensation discussion and analysis
The Compensation Committee has adopted a policy that prohibits the backdating of any equity compensation award and requires our annual equity compensation awards and any
“off-cycle” “off-cycle” awards approved by our CEO to be made on
certain fixed dates. The policy also prohibits manipulating the timing of
either the public release of information
or the grant of an award in order to increase the value of an award. Under the policy, the exercise price of any stock option or SAR award will be the closing price of BD stock on the grant date.
Tax considerations
Section 162(m) of the Internal Revenue Code precludes BD from taking a federal income tax deduction for compensation paid in excess of $1 million to its CEO and its three other most highly-compensated executive officers (other than the Chief Financial Officer). For 2017, however, this limitation did not apply to “performance-based” compensation.
While the Compensation Committee
has generally
attemptsattempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support BD’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee
maintainshas maintained the flexibility to award compensation that may not be
tax-deductible if doing so furthers the objectives of our executive compensation program.
This section includes a discussion
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 67 |
Compensation of performance targets in the limited context of ournamed executive officers
Fiscal year 2023 summary compensation program. These targets are not statements of management’s expectations of our future results or other guidance. Investors should not use or evaluate these targets in any other context or for any other purpose.table
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table shows the compensation provided by BD to each of the named executive officers in fiscal year 2017.
Fiscal Year 2017 Summary 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and
Principal Position(1) | Year | Salary
($) | Bonus
($) | Stock
Awards
($)(2) | SAR
Awards
($)(2) | Non-Equity
Incentive Plan
Compensation
($)(3) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4) | All
Other
Compensation
($)(5) | | Total
($) | |
Thomas E. Polen Chairman of the Board, Chief Executive Officer and President | 2023 | 1,315,625 | 0 | | | 9,491,982 | | 4,044,035 | | 1,888,125 | | 313,046 | | 257,125 | | 17,309,938 | | |
| 2022 | 1,278,125 | 0 | | | 8,887,971 | | 3,740,002 | | 2,491,313 | | 154,081 | | 159,744 | | 16,711,236 | | |
| 2021 | 1,225,000 | 0 | | | 6,231,944 | | 4,096,185 | | 2,362,500 | | 170,152 | | 103,552 | | 14,189,333 | | |
Christopher J. DelOrefice Executive Vice President and Chief Financial Officer | 2023 | 736,200 | 0 | | | 2,531,331 | | 1,078,432 | | 774,972 | | 0 | | 85,455 | | | 5,206,390 | | |
| 2022 | 720,000 | | 230,000 | | (6) | 2,854,331 | | 921,649 | | 970,596 | | 0 | | 147,816 | (7) | 5,844,392 | | (7) |
| 2021 | 60,000 | | 450,000 | | (6) | 1,095,112 | | 0 | | 0 | | 0 | | 1,648 | | 1,606,760 | | |
Michael D. Garrison Executive Vice President and President, Medical Segment | 2023 | 675,000 | 0 | | | 1,284,490 | | 547,135 | | 599,569 | | 93,911 | | 454,263 | | | 3,654,368 | | |
| | | | | | | | | | | |
David B. Hickey Executive Vice President and President, Life Sciences Segment | 2023 | 649,288 | 0 | | | 1,489,139 | | 634,355 | | 422,516 | | 108,719 | | 42,300 | | 3,346,317 | | |
| 2022 | 620,000 | | 0 | | | 1,236,804 | | 520,313 | | 765,905 | | 90,376 | | 27,862 | | 3,261,260 | | |
| | | | | | | | | | | |
Shana Neal Executive Vice President and Chief People Officer | 2023 | 606,660 | 375,000 | | (6) | 3,468,926 | | 632,794 | | 433,827 | | 0 | | 369,913 | | | 5,887,120 | | |
| 2022 | 300,000 | | 375,000 | | (6) | 1,891,710 | | 0 | | 434,156 | | 0 | | 221,023 | (7) | 3,221,889 | | (7) |
| | | | | | | | | | | |
| | | | | | | | | | | | |
(1)Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary($) | | | Stock
Awards
($)(1) | | | SAR
Awards
($)(1) | | | Non-Equity
Incentive Plan
Compensation
($)(2) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3) | | | All
Other
Compensation
($)(4) | | | Total ($) | |
Vincent A. Forlenza | | | 2017 | | | | 1,153,750 | | | | 5,641,827 | | | | 3,794,598 | | | | 1,800,000 | | | | 631,381 | | | | 37,284 | | | | 13,058,840 | |
Chairman and Chief Executive | | | 2016 | | | | 1,105,000 | | | | 5,722,028 | | | | 4,572,671 | | | | 2,000,000 | | | | 485,787 | | | | 44,975 | | | | 13,930,461 | |
Officer | | | 2015 | | | | 1,045,000 | | | | 5,381,613 | | | | 3,576,512 | | | | 1,662,080 | | | | 0 | | | | 44,827 | | | | 11,710,032 | |
Christopher R. Reidy | | | 2017 | | | | 778,230 | | | | 1,642,074 | | | | 1,104,268 | | | | 950,000 | | | | 108,790 | | | | 41,000 | | | | 4,624,362 | |
Executive Vice President, | | | 2016 | | | | 746,568 | | | | 1,526,731 | | | | 1,219,994 | | | | 886,300 | | | | 96,148 | | | | 48,725 | | | | 4,524,466 | |
Chief Financial Officer and | | | 2015 | | | | 713,501 | | | | 1,361,651 | | | | 904,912 | | | | 712,788 | | | | 77,550 | | | | 48,725 | | | | 3,819,127 | |
Chief Administrative Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Alexandre Conroy(5) | | | 2017 | | | | 576,242 | | | | 940,531 | | | | 632,450 | | | | 583,466 | | | | 3,343 | | | | 237,087 | | | | 2,973,119 | |
President, Worldwide Medication | | | 2016 | | | | 530,334 | | | | 834,599 | | | | 666,858 | | | | 486,886 | | | | 17,498 | | | | 219,061 | | | | 2,755,236 | |
and Procedural Solutions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thomas E. Polen(6) | | | 2017 | | | | 761,417 | | | | 1,492,748 | | | | 1,003,887 | | | | 875,000 | | | | 83,660 | | | | 36,000 | | | | 4,252,712 | |
President | | | 2016 | | | | 651,000 | | | | 953,697 | | | | 762,112 | | | | 748,600 | | | | 101,723 | | | | 43,725 | | | | 3,260,857 | |
Ellen R. Strahlman, M.D. | | | 2017 | | | | 686,771 | | | | 1,044,937 | | | | 702,707 | | | | 603,256 | | | | 86,237 | | | | 36,000 | | | | 3,159,908 | |
Executive Vice President, | | | 2016 | | | | 664,427 | | | | 953,697 | | | | 762,112 | | | | 617,900 | | | | 82,929 | | | | 43,725 | | | | 3,124,790 | |
Research and Development and | | | 2015 | | | | 637,301 | | | | 972,660 | | | | 646,362 | | | | 585,508 | | | | 66,642 | | | | 43,725 | | | | 2,952,198 | |
Chief Medical Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Stock Awards and SAR Awards.for Ms. Neal and Messrs. Garrison and Hickey are only shown for those fiscal years in which they were named executive officers of BD. Mr. DelOrefice joined BD on September 6, 2021, and Ms. Neal joined BD on April 4, 2022.(2)Stock Awards and SAR Awards. The amounts shown in the “Stock Awards” column and “SAR Awards” column reflect the grant date fair value of the awards under FASB ASC Topic 718 (disregarding estimated forfeitures). For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The amounts shown in the “Stock Awards” column (which includes Performance Units and TVUs) and “SAR Awards” column reflect the grant date fair value of the awards under FASB ASC Topic 718 (disregarding estimated forfeitures). For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 7 to the consolidated financial statements contained in our Annual Report on Form10-K for the fiscal year ended September 30, 2017. |
The amounts included in the “Stock Awards” column for thefiscal year 2023 include Performance Units awarded in 2017Unit and TVU awards and reflect the grant date fair values of these awards, with Performance Units valued at target payout, which we believe is the most probable outcome based on the applicable performance conditions. Below are the grant date fair values of thesethe Performance Unit awards, assuming a maximum payout of 200% of target:
| | | | | | | | |
Name | | Grant Date Fair
Value at
Target Payout | | | Grant Date Fair
Value at
Maximum Payout | |
Vincent A. Forlenza | | $ | 3,754,483 | | | $ | 7,508,966 | |
Christopher R. Reidy | | | 1,092,725 | | | | 2,185,450 | |
Alexandre Conroy | | | 625,864 | | | | 1,251,728 | |
Thomas E. Polen | | | 993,371 | | | | 1,986,741 | |
Ellen R. Strahlman | | | 695,307 | | | | 1,390,614 | |
(2) | Non-Equity Incentive Plan Compensation. Includes amounts earned under BD’s PIP. These amounts are paid in January following the fiscal year in which they are earned, unless deferred at the election of the named executive officer. |
| | | | | | | | |
| Name | Fair value at
target payout
($) | Fair value at
maximum
payout
($) |
| Thomas E. Polen | 6,819,432 | | 13,638,864 | |
| Christopher J. DelOrefice | 1,818,697 | | 3,637,394 | |
| Michael D. Garrison | 922,748 | | 1,845,496 | |
| David B. Hickey | 1,069,915 | | 2,139,830 | |
| Shana Neal | 1,067,190 | | 2,134,380 | |
(3) | (3)Non-Equity Incentive Plan Compensation. Includes amounts earned under BD’s PIP. These amounts are paid in January following the fiscal year in which they are earned, unless deferred at the election of the named executive officer. (4)Change in Pension Value and Nonqualified Deferred Compensation Earnings. |
Pension— Value and Nonqualified Deferred Compensation Earnings.
Pension. Amounts shown are the aggregate changes in the actuarial present value of accumulated benefits under our defined benefit pension plans (including our nonqualified Restoration Plan). These amounts represent the difference between the present value of accumulated pension benefits (determined as of the first date on which the executives areexecutive is eligible to retire and commence unreduced benefit payments) at the beginning and end of the fiscal years shown. A decreaseMs. Neal and Mr. DelOrefice do not participate in present value is shown as “0”. Informationany BD defined benefit pension plans. Additional information regarding the pension benefits of our retirement plansnamed executive officers begins on page 50.73.
Deferred Compensation—Compensation. Earnings on nonqualified deferred compensation are not included in this column because no named executive officer earned above-market or preferential earnings (as defined in the rules of the SEC) on nonqualified deferred compensation during the fiscal years shown. Information on the named executive officers’ nonqualified deferred compensation accounts isbegins on page 53.75. (4) | All Other Compensation. Amounts shown for fiscal year 2017 include the following: | | | | |
| |
| 68 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Vincent A.
Forlenza | | | Christopher R.
Reidy | | | Alexandre
Conroy | | | Thomas E.
Polen | | | Ellen R.
Strahlman | |
Matching contributions under plans | | $ | 36,000 | | | $ | 36,000 | | | $ | 6,670 | | | $ | 36,000 | | | $ | 36,000 | |
Matching charitable gifts | | | — | | | | 5,000 | | | | — | | | | — | | | | — | |
Term life insurance | | | 1,284 | | | | — | | | | — | | | | — | | | | — | |
Relocation assistance | | | — | | | | — | | | | 230,417 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 37,284 | | | $ | 41,000 | | | $ | 237,087 | | | $ | 36,000 | | | $ | 36,000 | |
Compensation of named executive officers
(5)All Other Compensation. Amounts shown for fiscal year 2023 include the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Thomas E. Polen | Christopher J. DelOrefice | Michael D. Garrison | David B.
Hickey | Shana Neal |
Matching contributions under plans (a) | | 42,300 | | | | 53,829 | | | | 42,300 | | | 42,300 | | | 35,588 | | |
Matching charitable gifts (b) | | 0 | | | | 3,250 | | | | 0 | | | 0 | | | 129 | | |
Corporate aircraft and other travel expense (c) | | 214,825 | | (d) | | 28,376 | | (e) | | 0 | | | 0 | | | 334,196 | | (f) |
Relocation assistance (g) | | 0 | | | | 0 | | | | 411,963 | |
| 0 | | | 0 | | |
| Total | | $ | 257,125 | | | | $ | 85,455 | | | | $ | 454,263 | | | $ | 42,300 | | | $ | 369,913 | | |
The following is a description of these benefits:
| • | | Matching contributions under plans—The amounts shown reflect matching contributions made by BD pursuant to our 401(k) Plan, the GSIP and the Restoration Plan, as applicable. |
| • | | Matching charitable gifts—The amounts shown are matching contributions made (or committed to be made) by BD through our Matching Gift Program, under which BD matches up to $5,000 of contributions per calendar year made to qualifyingnon-profit organizations. |
| • | | Term life insurance—BD provides incremental term life insurance benefits to Mr. Forlenza beyond those provided to BD associates generally. The amounts shown reflect the dollar value of the insurance premiums paid by BD for this incremental insurance. |
| • | | Relocation assistance—Mr. Conroy relocated to New Jersey from France during 2016. In connection with his relocation, BD provided the following benefits to Mr. Conroy in 2017: |
| | | | |
Cost of living allowance | | $ | 46,371 | |
Housing allowance | | | 87,408 | |
Utilities allowance | | | 1,250 | |
Courier and Wire reimbursement | | | 360 | |
Home allowance | | | 23,811 | |
Automobile allowance | | | 14,217 | |
State tax reimbursement | | | 40,000 | |
Federal tax reimbursement | | | 17,000 | |
| | | | |
Total | | $ | 230,417 | |
Corporate aircraft
(a)Matching contributions under plans. PursuantThe amounts shown reflect BD matching contributions credited pursuant to defined contribution plans.
(b)Matching charitable gifts. The amounts shown are matching contributions made (or committed to be made) through BD's Matching Gift Program under which BD matches charitable contributions made to qualifying non-profit organizations, subject to a policy adopted by the Board of Directors, Mr. Forlenza is encouraged to use BD$5,000 per calendar year limit.
(c)Corporate aircraft for personal and business travel.other travel expense. The value of hisa named executive officer's personal use of BD aircraft is measured by the incremental variable costs incurred by BD in connection with hisa personal flightsflight that are not reimbursed by him.the named executive officer. These variable costs include fuel, trip-related maintenance, crew travel expenses,on-board catering, and landing and parking fees. If the aircraft flies empty before picking up or after dropping off Mr. Forlenzaa named executive officer at a destination on a personal flight, the cost of the empty flight is included in the incremental cost.cost when attributable or related to the personal flight. Since BD aircraft are used predominantly for business purposes, we do not include fixed costs that do not change in amount based on usage, such as depreciation and pilot salaries.
(d)Pursuant to a policy adopted by the Board of Directors, Mr. ForlenzaPolen is encouraged to use BD aircraft for personal travel. Mr. Polen has entered into a time-sharingtime-share arrangement under which he makes time-share payments to BD for thehis personal use of BD aircraft.aircraft to the extent the incremental costs of his personal flights exceed $225,000 per year. The payments are foramount shown in the maximum amount permittedSummary Compensation Table reflects the incremental variable costs related to personal flights that were not covered by Federal Aviation Administration regulations without subjectingreimbursements under the time-share arrangement. BD to regulation as a charter carrier. Mr. Forlenza is responsible for the payment ofdoes not provide any tax reimbursement payments to Mr. Polen with respect to any taxes he owes on any imputed income imputed to him as a result ofresulting from his personal use of corporate aircraft. For 2017,
(e)Represents lodging and travel expenses related to Mr. Forlenza’s time-share payments exceeded BD’s incremental costs relatingDelOrefice's travel from his home to his personal flights. Accordingly, no value isBD corporate headquarters. The amounts shown for Mr. DelOrefice include tax reimbursement of $11,145.
(f)Upon rejoining BD, Ms. Neal was unable to relocate to BD's corporate headquarters due to personal reasons. As a result, Ms. Neal travels from her home to BD corporate headquarters and BD provides for her travel, including use of the BD aircraft, and lodging for these trips. The amounts shown for Ms. Neal include tax reimbursement of $75,562.
(g)Relocation assistance. BD provided Mr. Garrison with relocation assistance in connection with his personal flightsappointment as head of our Medical Segment, which required him to move residences. The amounts shown for Mr. Garrison include tax reimbursement of $87,714.
(6)Represents cash sign-on awards paid to Mr. DelOrefice and Ms. Neal pursuant to their respective sign-on arrangements.
(7)The amounts shown in the Summary Compensation Table."All Other Compensation" and "Total" columns for Mr. DelOrefice and Ms. Neal for fiscal year 2022 have been corrected to include (i) for Mr. DelOrefice, $77,587 in lodging and travel expenses and (ii) for Ms. Neal, $195,559 of travel and lodging expenses (including her use of the corporate aircraft to travel from her home to BD corporate headquarters), that were inadvertently omitted. In addition, the amounts shown in the "All Other Compensation" column for Mr. DelOrefice and Ms. Neal for fiscal year 2022 include total tax reimbursements of $48,121 for Mr. DelOrefice and $44,998 for Ms. Neal. BD occasionally allows its executives and certain other employees to use tickets for sporting events previously acquired by BD when the tickets are not used for business purposes. There is no incremental cost to BD for such use.
(5) | Compensation for fiscal year 2015 is not shown for Mr. Conroy because he was not a named executive officer in fiscal year 2015. Mr. Conroy is a French citizen | | | | |
2024 Notice of Annual Meeting and relocated from France to BD headquarters in New Jersey, effective April 1, 2016. The Euro-denominated compensation paid to Mr. Conroy during the fiscal year has been converted to U.S. Dollars for purposes of this and the other tables in this proxy statement using the exchange rate in effect on September 30, 2017. |
(6)Proxy Statement | Compensation for fiscal year 2015 is not shown for Mr. Polen because he was not a named executive officer in fiscal year 2015.69 |
Information Regarding Plan Awards
Compensation of named executive officers
Grants of plan-based awards in
Fiscal Year 2017fiscal year 2023
Set forth below is information regarding awards granted to the named executive officers in fiscal year
2017.2023. The
non-equity incentive plan awards were made under the PIP. The equity compensation awards were made under
BD’sBD's 2004
Plan.Grants of Plan-Based Awards in Fiscal Year 2017
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Estimated Possible Payouts UnderNon-Equity Incentive
Plan Awards(2) | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(3) | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | | | All Other
SAR
Awards:
Number of
Securities
Underlying
SARs (#) | | | Exercise
or Base
Price of
SAR
Awards
($/Sh)(4) | | | Grant
Date Fair
Value of
Stock and
SAR
Awards($)(5) | |
Name | | Award
Type(1) | | Grant
Date | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | | | |
Vincent A. Forlenza | | PIP | | N/A | | | 978,600 | | | | 1,631,000 | | | | 3,262,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PU | | 11/26/16 | | | | | | | | | | | | | | | 9,122 | | | | 21,464 | | | | 42,928 | | | | | | | | | | | | | | | | 3,754,483 | |
| | TVU | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,444 | | | | | | | | | | | | 1,887,344 | |
| | SAR | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 112,233 | | | | 170.69 | | | | 3,794,598 | |
Christopher R. Reidy | | PIP | | N/A | | | 400,751 | | | | 667,918 | | | | 1,335,836 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PU | | 11/26/16 | | | | | | | | | | | | | | | 2,655 | | | | 6,247 | | | | 12,494 | | | | | | | | | | | | | | | | 1,092,725 | |
| | TVU | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,331 | | | | | | | | | | | | 549,349 | |
| | SAR | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,661 | | | | 170.69 | | | | 1,104,268 | |
Alexandre Conroy | | PIP | | N/A | | | 276,513 | | | | 460,855 | | | | 921,710 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PU | | 11/26/16 | | | | | | | | | | | | | | | 1,521 | | | | 3,578 | | | | 7,156 | | | | | | | | | | | | | | | | 625,864 | |
| | TVU | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,908 | | | | | | | | | | | | 314,667 | |
| | SAR | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,706 | | | | 170.69 | | | | 632,450 | |
Thomas E. Polen | | PIP | | N/A | | | 420,750 | | | | 701,250 | | | | 1,402,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PU | | 11/26/16 | | | | | | | | | | | | | | | 2,414 | | | | 5,679 | | | | 11,358 | | | | | | | | | | | | | | | | 993,371 | |
| | TVU | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,028 | | | | | | | | | | | | 499,378 | |
| | SAR | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,692 | | | | 170.69 | | | | 1,003,887 | |
Ellen R. Strahlman | | PIP | | N/A | | | 332,068 | | | | 553,446 | | | | 1,106,892 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PU | | 11/26/16 | | | | | | | | | | | | | | | 1,689 | | | | 3,975 | | | | 7,950 | | | | | | | | | | | | | | | | 695,307 | |
| | TVU | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,120 | | | | | | | | | | | | 349,630 | |
| | SAR | | 11/26/16 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,784 | | | | 170.69 | | | | 702,707 | |
Employee and Director Equity-Based Compensation Plan (the "2004 Plan").
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2) | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) | All Other SAR Awards: Number of Securities Underlying SARs (#) | Exercise or Base Price of SAR Awards ($/Sh)(4) | Grant Date Fair Value of Stock and SAR Awards ($)(5) |
| Name | Award Type(1) | Grant Date | Threshold ($) | Target
($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) |
Thomas E.
Polen | PIP | | 993,750 | | 1,987,500 | | 3,975,000 | | | | | | | | | |
| PU | 11/26/22 | | | | | 12,011 | | 30,027 | | 60,054 | | | | | 6,819,432 | |
| TVU | 11/26/22 | | | | | | | | 11,577 | | | | 2,672,550 | |
| SAR | 11/26/22 | | | | | | | | | 69,966 | | 238.06 | | 4,044,035 | |
| Christopher J. DelOrefice | PIP | | 370,800 | | 741,600 | | 1,483,200 | | | | | | | | | |
| PU | 11/26/22 | | | | | 3,203 | | 8,008 | | 16,016 | | | | | 1,818,697 | |
| TVU | 11/26/22 | | | | | | | | 3,087 | | | | 712,634 | |
| SAR | 11/26/22 | | | | | | | | | 18,658 | | 238.06 | | 1,078,432 | |
| Michael D. Garrison | PIP | | 286,875 | | 573,750 | | 1,147,500 | | | | | | | | | |
| PU | 11/26/22 | | | | | 1,625 | | 4,063 | | 8,126 | | | | | 922,748 | |
| TVU | 11/26/22 | | | | | | | | 1,567 | | | | 361,742 | |
| SAR | 11/26/22 | | | | | | | | | 9,466 | | 238.06 | | 547,135 | |
| David B. Hickey | PIP | | 277,971 | | 555,943 | | 1,111,886 | | | | | | | | | |
| PU | 11/26/22 | | | | | 1,884 | | 4,711 | | 9,422 | | | | | 1,069,915 | |
| TVU | 11/26/22 | | | | | | | | 1,816 | | | | 419,224 | |
| SAR | 11/26/22 | | | | | | | | | 10,975 | | 238.06 | | 634,355 | |
| Shana Neal | PIP | | 228,330 | | 456,660 | | 913,320 | | | | | | | | | |
| PU | 11/26/22 | | | | | 1,880 | | 4,699 | | 9,398 | | | | | 1,067,190 | |
| TVU | 11/26/22 | | | | | | | | 1,812 | | | | 418,300 | |
| TVU | 4/4/2023(6) | | | | | | | | 8,229 | | | | 1,983,436 | |
| SAR | 11/26/22 | | | | | | | | | 10,948 | | 238.06 | | 632,794 | |
(1)Award Type:
PIP = Performance Incentive Plan
SAR = Stock Appreciation Right
(2)The amounts shown represent the range of possible payouts that the named executive officer could have earned under the PIP for fiscal year 2023, based on certain assumptions. Actual payments to the named executive officers under the PIP are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 68. The amount in the “Threshold” column above assumes BD achieved the minimum threshold performance levels for each performance measure, resulting in a performance factor of 50% of target, and that the named executive officer received a payment equal to 50% of his or her target award. The amount in the "Maximum" column assumes the named executive officer received a payment equal to 200% of his or her target award, the maximum payout possible under the PIP.
(3)The amounts shown represent the range of potential share payouts under Performance Unit awards. The amount in the “Threshold” column shows the number of shares that will be paid out assuming BD achieves the minimum performance level for each performance measure under the Performance Unit awards, and the amount in the "Maximum" column shows the number of shares that will be paid out assuming BD achieves the maximum performance level for each performance measure under the Performance Unit awards. The above amounts do not reflect the potential impact of the relative TSR modifier applicable to the awards.
(4)The exercise price is the closing price of BD common stock on the date of grant, as reported on the NYSE.
(5)The amounts shown reflect the grant date fair value of the awards under FASB ASC Topic 718 used by BD for financial statement reporting purposes (disregarding estimated forfeitures). For a discussion of the assumptions made to determine the grant date fair value of these awards, see Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.
(6)Reflects the second installment of Ms. Neal's sign-on equity grant.
(2) | The amounts shown represent the range of possible dollar payouts that a named executive officer could earn under the PIP for fiscal year 2017, based on certain assumptions. Actual payments to the named executive officers under the PIP are reflected in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 42. The amount in the “Threshold” column assumes BD achieved the minimum performance levels for each performance measure, resulting in available funding for awards at 60% of target, and that the named executive officer received a payment equal to 60% of his or her award target. The “Maximum” column reflects an award at 200% of target, the maximum award an individual may receive under the PIP. | | | | |
(3) | The amounts shown represent the range of potential share payouts under Performance Unit awards. The amount in the “Threshold” column shows the number of shares that will be paid out assuming BD achieves the minimum performance level for each performance measure under the award. |
(4)70 | The exercise price is the closing price of BD common stock on the date of grant, as reported on the NYSE. |
(5) | The amounts shown in this column reflect the grant date fair value of the awards under FASB ASC Topic 718 used by BD for financial statement reporting purposes (disregarding estimated forfeitures). For a discussion of the assumptions made to determine the grant date fair value of these awards, see Note 7 to the consolidated financial statements that are included in our Annual Report on Form10-K for the fiscal year ended September 30, 2017. |
Compensation of named executive officers
Below is a description of the plan-based awards listed in the table above.
The PIP provides an opportunity for eligible associates to receive annual cash incentive
payments.payments based on BD and individual performance. A more detailed discussion of the PIP and the performance targets established under the PIP for fiscal year
20172023 appears in the Compensation Discussion and Analysis section of this proxy statement.
Equity compensation awards
Performance Units. Performance Units are performance-based restricted stock units that vest three years after grant. The potential payouts under these awards range from zero to 200% of target. The actual payout will be based on BD’s performance against the performance targets set for these awards over the three-year performance period covering fiscal years 2017-2019.2023-2025 and BD's stock performance relative to the TSR Group. A more detailed discussion of these performance targetsPerformance Units appears in the Compensation Discussion and Analysis section of this proxy statement. Performance Units are not transferable, and holders may not vote any shares underlying the award until the shares have been distributed. Dividends do not accrue on these awards.
SARs. A SAR represents the right to receive, upon exercise, shares of BD common stock equal in value to the difference between the BD common stock price at the time of exercise and the exercise price of the award. SARs are not transferable. SARs have a ten-year term and become exercisable in four equal annual installments, beginning one year from the grant date.
TVUs. TVUs are restricted stock units that represent the right to receive one shareshares of BD common stock per unit upon vesting. TVUsTVU awards vest in three annual installments, beginning one year from the grant date. TVUs are not transferable, and holders may not vote any shares underlying the award until the shares have been distributed. Dividends do not accrue on these awards.SARs. A SAR represents the right to receive, upon exercise, shares of BD common stock equal in value to the difference between the BD common stock price at the time of exercise and the exercise price. SARs are not transferable. SARs have aten-year term, and become exercisable in four equal annual installments, beginning one year from the grant date.
Change in control.control. The Performance Units, TVUs and SARs listed in the above table fully vest, under certain circumstances, following a change in control or in the event of a termination of employment following a change in control under certain circumstances.control. See “Accelerated vesting of equity compensation awards upon a change in control” on page 55.78.
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 71 |
Compensation of named executive officers
Outstanding
Equity Awardsequity awards at 2023 fiscal year-end
The following table sets forth the outstanding equity awards held by the named executive officers at the end of fiscal year
2017.Outstanding Equity Awards at 2017 FiscalYear-End
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Grant
Date | | | Number of
Securities
Underlying
Unexercised
SARs (#)
Exercisable
(1) | | | Number of
Securities
Underlying
Unexercised
SARs (#)
Unexercisable
(1) | | | SAR
Exercise
Price
($/Sh) | | | SAR
Expiration
Date | | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2) | | | Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(3) | | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(4) | | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)(3) | |
Vincent A. Forlenza | | | 11/24/2009 | | | | 24,742 | | | | 0 | | | $ | 75.63 | | | | 11/24/2019 | | | | | | | | | | | | | | | | | |
| | | 11/23/2010 | | | | 85,372 | | | | 0 | | | $ | 76.64 | | | | 11/23/2020 | | | | | | | | | | | | | | | | | |
| | | 11/22/2011 | | | | 181,794 | | | | 0 | | | $ | 72.12 | | | | 11/22/2021 | | | | | | | | | | | | | | | | | |
| | | 11/20/2012 | | | | 202,758 | | | | 0 | | | $ | 76.18 | | | | 11/20/2022 | | | | | | | | | | | | | | | | | |
| | | 11/26/2013 | | | | 118,857 | | | | 39,622 | | | $ | 108.89 | | | | 11/26/2023 | | | | | | | | | | | | | | | | | |
| | | 11/25/2014 | | | | 72,048 | | | | 72,050 | | | $ | 134.73 | | | | 11/25/2024 | | | | | | | | | | | | | | | | | |
| | | 11/26/2015 | | | | 41,284 | | | | 123,854 | | | $ | 150.12 | | | | 11/26/2025 | | | | | | | | | | | | | | | | | |
| | | 11/26/2016 | | | | 0 | | | | 112,233 | | | $ | 170.69 | | | | 11/26/2026 | | | | | | | | | | | | | | | | | |
| | | Various | | | | | | | | | | | | | | | | | | | | 96,439 | | | | 18,358,069 | | | | 93,290 | | | | 18,280,176 | |
Christopher R. Reidy | | | 11/26/2013 | | | | 31,695 | | | | 10,566 | | | $ | 108.89 | | | | 11/26/2023 | | | | | | | | | | | | | | | | | |
| | | 11/25/2014 | | | | 18,228 | | | | 18,231 | | | $ | 134.73 | | | | 11/25/2024 | | | | | | | | | | | | | | | | | |
| | | 11/26/2015 | | | | 11,014 | | | | 33,045 | | | $ | 150.12 | | | | 11/26/2025 | | | | | | | | | | | | | | | | | |
| | | 11/26/2016 | | | | 0 | | | | 32,661 | | | $ | 170.69 | | | | 11/26/2026 | | | | | | | | | | | | | | | | | |
| | | Various | | | | | | | | | | | | | | | | | | | | 17,509 | | | | 3,294,462 | | | | 25,932 | | | | 5,081,375 | |
Alexandre Conroy | | | 11/23/2010 | | | | 9,147 | | | | 0 | | | $ | 76.64 | | | | 11/23/2020 | | | | | | | | | | | | | | | | | |
| | | 11/22/2011 | | | | 11,763 | | | | 0 | | | $ | 72.12 | | | | 11/22/2021 | | | | | | | | | | | | | | | | | |
| | | 11/20/2012 | | | | 32,441 | | | | 0 | | | $ | 76.18 | | | | 11/20/2022 | | | | | | | | | | | | | | | | | |
| | | 11/26/2013 | | | | 16,641 | | | | 5,547 | | | $ | 108.89 | | | | 11/26/2023 | | | | | | | | | | | | | | | | | |
| | | 11/25/2014 | | | | 11,392 | | | | 11,395 | | | $ | 134.73 | | | | 11/25/2024 | | | | | | | | | | | | | | | | | |
| | | 11/26/2015 | | | | 6,020 | | | | 18,063 | | | $ | 150.12 | | | | 11/26/2025 | | | | | | | | | | | | | | | | | |
| | | 11/26/2016 | | | | 0 | | | | 18,706 | | | $ | 170.69 | | | | 11/26/2026 | | | | | | | | | | | | | | | | | |
| | | Various | | | | | | | | | | | | | | | | | | | | 10,592 | | | | 1,990,234 | | | | 14,502 | | | | 2,841,667 | |
Thomas E. Polen | | | 11/26/2013 | | | | 0 | | | | 2,775 | | | $ | 108.89 | | | | 11/26/2023 | | | | | | | | | | | | | | | | | |
| | | 11/25/2014 | | | | 7,812 | | | | 7,813 | | | $ | 134.73 | | | | 11/25/2024 | | | | | | | | | | | | | | | | | |
| | | 11/26/2015 | | | | 6,880 | | | | 20,643 | | | $ | 150.12 | | | | 11/26/2025 | | | | | | | | | | | | | | | | | |
| | | 11/26/2016 | | | | 0 | | | | 29,692 | | | $ | 170.69 | | | | 11/26/2026 | | | | | | | | | | | | | | | | | |
| | | Various | | | | | | | | | | | | | | | | | | | | 9,552 | | | | 1,813,225 | | | | 19,752 | | | | 3,870,404 | |
Ellen R. Strahlman | | | 11/26/2013 | | | | 0 | | | | 6,869 | | | $ | 108.89 | | | | 11/26/2023 | | | | | | | | | | | | | | | | | |
| | | 11/25/2014 | | | | 13,020 | | | | 13,022 | | | $ | 134.73 | | | | 11/25/2024 | | | | | | | | | | | | | | | | | |
| | | 11/26/2015 | | | | 6,880 | | | | 20,643 | | | $ | 150.12 | | | | 11/26/2025 | | | | | | | | | | | | | | | | | |
| | | 11/26/2016 | | | | 0 | | | | 20,784 | | | $ | 170.69 | | | | 11/26/2026 | | | | | | | | | | | | | | | | | |
| | | Various | | | | | | | | | | | | | | | | | | | | 12,045 | | | | 2,262,768 | | | | 16,344 | | | | 3,202,607 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant
Date | Number of
Securities
Underlying
Unexercised
SARs (#)
Exercisable(1) | Number of
Securities
Underlying
Unexercised
SARs (#)
Unexercisable(1) | SAR
Exercise
Price
($) | SAR
Expiration
Date | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2) |
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(3)
| Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(4) | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)(3) |
Thomas E.
Polen | 11/26/2016 | 15,184 | | 0 | | 167.91 | | 11/26/2026 | | | | |
| 11/26/2017 | 32,516 | | 0 | | 222.60 | | 11/26/2027 | | | | |
| 11/26/2018 | 30,412 | | 0 | | 238.16 | | 11/26/2028 | | | | |
| 11/26/2019 | 58,562 | | 19,523 | | 251.06 | | 11/26/2029 | | | | |
| 11/26/2020 | 46,914 | | 46,916 | | 223.77 | | 11/26/2030 | | | | |
| 11/26/2021 | 19,221 | | 57,666 | | 241.10 | | 11/26/2031 | | | | |
| 11/26/2022 | 0 | | 69,966 | | 238.06 | | 11/26/2032 | | | | |
| Various | | | | | 58,567 | | 15,141,327 | | 56,731 | | 14,666,665 | |
| Christopher J. DelOrefice | 11/26/2021 | 4,737 | | 14,210 | | 241.10 | | 11/26/2031 | | | | |
| 11/26/2022 | 0 | | 18,658 | | 238.06 | | 11/26/2032 | | | | |
| Various | | | | | 8,115 | | 2,097,971 | | 14,588 | | 3,771,436 | |
| Michael D. Garrison | 11/26/2015 | 6,360 | | 0 | | 147.68 | | 11/26/2025 | | | | |
| 11/26/2016 | 3,054 | | 0 | | 167.91 | | 11/26/2026 | | | | |
| 11/26/2017 | 3,252 | | 0 | | 222.60 | | 11/26/2027 | | | | |
| 11/26/2018 | 2,801 | | 0 | | 238.16 | | 11/26/2028 | | | | |
| 11/26/2019 | 6,017 | | 2,006 | | 251.06 | | 11/26/2029 | | | | |
| 11/26/2020 | 780 | | 391 | | 223.77 | | 11/26/2030 | | | | |
| 11/26/2020 | 4,881 | | 4,882 | | 223.77 | | 11/26/2030 | | | | |
| 11/26/2021 | 1,990 | | 5,976 | | 241.10 | | 11/26/2031 | | | | |
| 11/26/2022 | 0 | | 9,466 | | 238.06 | | 11/26/2032 | | | | |
| Various | | | | | 6,905 | | 1,785,150 | | 5,723 | | 1,479,567 | |
David B. Hickey | 11/26/2015 | 5,951 | | 0 | | 147.68 | | 11/26/2025 | | | | |
| 11/26/2016 | 6,037 | | 0 | | 167.91 | | 11/26/2026 | | | | |
| 11/26/2017 | 9,058 | | 0 | | 222.60 | | 11/26/2027 | | | | |
| 11/26/2018 | 7,503 | | 0 | | 238.16 | | 11/26/2028 | | | | |
| 11/26/2019 | 5,535 | | 1,846 | | 251.06 | | 11/26/2029 | | | | |
| 11/26/2020 | 2,128 | | 1,065 | | 223.77 | | 11/26/2030 | | | | |
| 11/26/2020 | 4,713 | | 4,713 | | 223.77 | | 11/26/2030 | | | | |
| 11/26/2021 | 2,672 | | 8,024 | | 241.10 | | 11/26/2031 | | | | |
| 11/26/2022 | 0 | | 10,975 | | 238.06 | | 11/26/2032 | | | | |
| Various | | | | | 6,160 | | 1,592,545 | | 8,427 | | 2,178,632 | |
| Shana Neal | 11/26/2022 | 0 | | 10,948 | | 238.06 | | 11/26/2032 | | | | |
| Various | | | | | 15,058 | | 3,892,945 | | 4,699 | | 1,214,832 | |
(1) | SARs become exercisable in four equal annual installments, beginning one year following the date of grant. | | | | |
| |
| 72 | |
Compensation of named executive officers
(1)SARs become exercisable in four equal annual installments, beginning one year following the date of grant, except that a portion of the SAR grant made to Messrs. Garrison and Hickey in fiscal 2021 becomes exercisable in three annual installments.
Set forth below is the value of the exercisable SARs held by named executive officers at the end of fiscal year
2017.2023. The value represents the difference between
$195.95,$258.53, the closing price of BD common stock on September
30, 2017,29, 2023, and the exercise price of each exercisable SAR held by the named executive officer. These values may not reflect the value actually realized by the named executive officers upon exercise.
| | | | |
Name | | Value of
Vested SARs | |
Vincent A. Forlenza | | $ | 76,609,082 | |
Christopher R. Reidy | | | 4,380,056 | |
Alexandre Conroy | | | 8,855,480 | |
Thomas E. Polen | | | 793,561 | |
Ellen R. Strahlman | | | 1,112,395 | |
(2) | The amounts shown in this column include grants of restricted stock unit awards that are not performance-based. These include, for each named executive officer, TVUs granted on November 25, 2014, which vest three years after grant, and on November 26, 2015 and November 26, 2016, which vest in three annual installments beginning one year after grant. The amount shown for Mr. Forlenza also includes awards that vest at, or one year following, retirement. Also included in this column are shares payable under Performance Units granted on November 25, 2014, which cover the fiscal year 2015-2017 performance period and vested on November 25, 2017. |
(3) | Market value has been calculated by multiplying the number of unvested units by $195.95, the closing price of BD common stock on September 30, 2017. These values may not reflect the value ultimately realized by the named executive officers. |
(4) | The amounts in this column represent the Performance Unit awards shown below at maximum payout. The actual number of shares issued under these awards will be based on BD’s performance over the applicable performance period. |
| | | | | | | | | | | | |
For Mr. Forlenza:Name | Value of
vested SARs ($) |
| Thomas E. Polen | | 5,566,977 | |
Grant Date
Christopher J. DelOrefice | | Number of Shares Issuable | | | Performance Period | | | Vesting Date | |
11/26/2015 | | | 50,362 | | | | Fiscal years 2016-2018 | | | | 11/26/2018 | |
11/26/2016 | | | 42,928 | | | | Fiscal years 2017-2019 | | | | 11/26/2019 | |
|
For Mr. Reidy: | |
| | 82,566 | |
Grant Date
Michael D. Garrison | | Number of Shares Issuable | | | Performance Period | | | Vesting Date | |
11/26/2015 | | | 13,438 | | | | Fiscal years 2016-2018 | | | | 11/26/2018 | |
11/26/2016 | | | 12,494 | | | | Fiscal years 2017-2019 | | | | 11/26/2019 | |
|
For Mr. Conroy: | |
| | 1,432,069 | |
Grant Date
David B. Hickey | | Number of Shares Issuable | | | Performance Period | | | Vesting Date | |
11/26/2015 | | | 7,346 | | | | Fiscal years 2016-2018 | | | | 11/26/2018 | |
11/26/2016 | | | 7,156 | | | | Fiscal years 2017-2019 | | | | 11/26/2019 | |
|
For Mr. Polen: | |
| | 2,010,744 | |
Grant Date
Shana Neal | | Number of Shares Issuable | | | Performance Period | | | Vesting Date | |
11/26/2015 | | | 8,394 | | | | Fiscal years 2016-2018 | | | | 11/26/2018 | |
11/26/2016 | | | 11,358 | | | | Fiscal years 2017-2019 | | | | 11/26/2019 | |
|
For Dr. Strahlman: | |
| | 0 | |
Grant Date
| | Number of Shares Issuable | | | Performance Period | | | Vesting Date | |
11/26/2015 | | | 8,394 | | | | Fiscal years 2016-2018 | | | | 11/26/2018 | |
11/26/2016 | | | 7,950 | | | | Fiscal years 2017-2019 | | | | 11/26/2019 | |
(2)The amounts shown include grants of restricted stock unit awards that are not performance-based. These include TVUs granted to the named executive officers on November 26, 2022, to Messrs. Polen, DelOrefice, Garrison and Hickey on November 26, 2021, to Messrs. Polen, Garrison and Hickey on November 26, 2020, to Mr. DelOrefice on September 7, 2021 and September 1, 2022, respectively, and to Ms. Neal on April 4, 2022 and April 4, 2023, respectively. The TVUs vest in three annual installments beginning one year after grant.
Also included in this column are shares payable under Performance Units and PTVUs granted to Mr. Polen, and Performance Units granted to Messrs. Garrison and Hickey, on November 26, 2020. These awards covered the fiscal year 2021-2023 performance period and vested on November 26, 2023 (fiscal year 2024).
(3)Market value has been calculated by multiplying the number of unvested units by $258.53, the closing price of BD common stock on September 29, 2023.
(4)The amounts shown include Performance Unit awards at target payout granted on November 26, 2021 and November 26, 2022, respectively, that vest three years from grant.
SAR
Exercisesexercises and
Vesting of Stock Unitsstock vested in fiscal year 2023
The following table contains information relating to the exercise of SARs, and the vesting of TVUs,
PTVUs and Performance Units during fiscal year
2017.SAR Exercises2023.
| | | | | | | | | | | | | | |
| SAR Awards | Stock Awards |
| Name | Number of
Shares Acquired
on Exercise (#) | Value
Realized on
Exercise ($)(1) | Number of
Shares Acquired
on Vesting (#)(2) | Value
Realized on
Vesting ($)(3) |
| Thomas E. Polen | 0 | | 0 | | 23,190 | | 5,520,611 | |
| Christopher J. DelOrefice | 0 | | 0 | | 3,252 | | 853,001 | |
| Michael D. Garrison | 0 | | 0 | | 2,751 | | 651,039 | |
| David B. Hickey | 3,883 | | 562,033 | | 2,187 | | 520,637 | |
| Shana Neal | 0 | | 0 | | 2,508 | | 622,611 | |
(1)Represents the difference between the exercise price and Stock Vestedthe BD common stock price at the time of exercise. Mr. Hickey's exercise of 3,883 SARs resulted in Fiscal Year 2017 | | | | | | | | | | | | | | | | |
| | | SAR Awards | | | Stock Awards | |
Name | | Number of
Shares Acquired
on Exercise (#) | | | Value
Realized on
Exercise ($)(1) | | | Number of
Shares Acquired
on Vesting (#)(2) | | | Value Realized
on Vesting ($)(3) | |
Vincent A. Forlenza | | | 0 | | | | 0 | | | | 57,878 | | | | 9,879,196 | |
Christopher R. Reidy | | | 0 | | | | 0 | | | | 15,435 | | | | 2,634,600 | |
Alexandre Conroy | | | 0 | | | | 0 | | | | 8,130 | | | | 1,387,710 | |
Thomas E. Polen | | | 11,971 | | | | 1,178,616 | | | | 4,464 | | | | 761,960 | |
Ellen R. Strahlman | | | 20,601 | | | | 1,839,983 | | | | 10,004 | | | | 1,707,583 | |
(1) | Represents the difference between the exercise price and the BD common stock price at exercise. Mr. Polen’s exercise of 11,971 SARs resulted in the acquisition of 5,971 shares. Dr. Strahlman’s exercise of 20,601 SARs resulted in the acquisition of 9,283 shares. |
(2) | Shows the shares acquired under TVUs, and under Performance Units covering the fiscal year 2014-2016 performance period, that vested in fiscal year 2017. |
(3) | Based on the closing price of BD stock on the vesting date. |
Other Compensation
the acquisition of 2,026 net shares.
(2)Shows shares acquired under TVUs. Also includes for Messrs. Polen, Garrison and Hickey, shares acquired under Performance Units, and for Mr. Polen, shares acquired under PTVUs, covering the fiscal year 2020-2022 performance period that vested in fiscal year 2023. Mr. Hickey deferred the receipt of the shares acquired by him in accordance with the terms of the Restoration Plan. A description of the deferral provisions of the Restoration Plan is on page 75.
(3)Based on the closing price of BD stock on the vesting date.
Retirement
Benefitsbenefits
BD’s
U.S. Retirement Plan is a
non-contributory defined benefit plan.
The Retirement Plan is generally available to all active full-time and part-time U.S. BD associates.The Internal Revenue Code limits the maximum annual benefit that may be paid to an individual under the Retirement Plan and the amount of compensation that may be recognized in calculating these benefits. BD makes supplemental payments to its nonqualified Restoration Plan to offset any reductions in benefits that result from these limitations.
The Retirement Plan and the Restoration Plan generally provide retirement benefits on a “cash balance” basis. Under the cash balance provisions, an associate has an account that is increased by pay credits based on compensation, age and service, and by interest credits based on
the ratea prescribed
by the plans.rate.
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 73 |
Compensation of named executive officers
Prior to January 1, 2013, benefits were based on a “final average pay” formula for associates who were hired before April 1, 2007 and who did not elect to be covered under the cash balance formula. Effective January 1, 2013, all final average pay participants were converted to the cash balance formula, with an opening cash balance equal to the actuarial present value of the accrued final average pay benefit, based on service and pay through December 31, 2012. Upon retirement, the value of this opening cash balance (with interest credits) is compared to the value of the December 31, 2012 benefit accrued under the final average pay formula and the greater of the two is payable to the participant. Benefits accrued after December 31, 2012 are determined under the cash balance formula only. Messrs. Forlenza, Reidy
Prior to January 1, 2018, the Retirement Plan was generally available to all active full-time and
Polenpart-time U.S. BD associates. Effective January 1, 2018, the Retirement Plan was frozen, and
Dr. Strahlmanpersons hired or rehired by BD on or after that date do not accrue pension benefits under the plan. Ms. Neal and Mr. DelOrefice do not participate in the Retirement
PlanPlan. BD has announced that effective September 30, 2024, it will freeze its U.S. pension plan and
plan participants will no longer accrue service benefits under the
Restoration Plan. Mr. Conroy participates in a French retirement indemnity plan under which he will receive a retirement benefit in a lump sum if he works at BD to age 62. This benefit will be calculated based on a formula using his years of service and salary at the time of his retirement.
after this date.
The following table shows the actuarial present value on September 30,
20172023 (assuming payment as a lump sum) of accumulated retirement benefits payable under
ourthe listed plans as of the first date on which
the named executive officereach NEO is eligible to retire and commence unreduced benefit payments. For a description of the other assumptions used in calculating the present value of
thesethe benefits
under the Retirement Plan and Restoration Plan, see Note
810 to the consolidated financial statements contained in our Annual Report on Form
10-K for the year ended September 30,
2017.PENSION BENEFITS AT 2017 FISCALYEAR-END
| | | | | | | | |
Name | | Plan Name | | Number of Years
Credited Service (#) | | Present Value of
Accumulated Benefit ($) | |
Vincent A. Forlenza | | Retirement Plan | | 37 | | | 1,767,981 | |
| | Restoration Plan | | 37 | | | 9,639,055 | |
Christopher R. Reidy | | Retirement Plan | | 5 | | | 80,399 | |
| | Restoration Plan | | 5 | | | 250,551 | |
Alexandre Conroy | | French Indemnity Plan | | 27 | | | 186,723 | |
Thomas E. Polen | | Retirement Plan | | 17 | | | 266,656 | |
| | Restoration Plan | | 17 | | | 241,035 | |
Ellen R. Strahlman | | Retirement Plan | | 5 | | | 80,466 | |
| | Restoration Plan | | 5 | | | 211,501 | |
2023. Amounts shown are not subject to any further deduction for Social Security benefits or other offsets.
Pension Benefits at 2023 Fiscal Year-End
| | | | | | | | | | | |
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) |
| Thomas E. Polen | Retirement Plan | 23 | | 369,104 | |
| Restoration Plan | 23 | | 1,252,228 | |
| Michael D. Garrison | Retirement Plan | 19 | | 357,584 | |
| Restoration Plan | 19 | | 275,218 | |
| David B. Hickey | Retirement Plan | 10 | | 192,034 | |
| Restoration Plan | 10 | | 358,579 | |
Calculation of
U.S. benefits
under BD plans
Final average pay provisions used to determine benefits accrued prior to January 1, 2013. The monthly pension benefit payable in cases of retirement at normal retirement age under the final average pay provisions is calculated using the following formula:(1% (1% of average final covered compensation, plus 1.5% of average final excess compensation)
multiplied by years and months of credited service
service.
For purposes of the formula, “average final covered compensation” wasis generally the portion of an associate’s covered compensation subject to Social Security tax, and “average final excess compensation” is the portion that is not subject to such tax. “Covered compensation” included salary and other forms of regular compensation, including commissions and PIP awards. As noted above, effective January 1, 2013, all final average pay participants were converted to the cash balance formula, with an opening cash balance equal to the actuarial present value of the accrued final average pay benefit accrued based on service and pay through December 31, 2012.
Compensation of named executive officers
Cash Balance Provisionsbalance provisions. Each month, an associate’s cash balance account is credited with an amount equal to a percentage of the associate’s total compensation for the month (generally, salary and other forms of regular compensation, including commissions and PIP awards). Such percentage is calculated as follows: | | | | | |
Age plus years of credited service as of the upcoming December 31 | | Credit percentage |
Less than 40 | 3 | 3%% |
40-49 | 4 | 4%% |
50-59 | 5 | 5%% |
60-69 | 6 | 6%% |
70 or more | 7 | 7%% |
In addition, each month the associate’s account is credited with interest. The rate used during the calendar year is determined based on the
30-year U.S. Treasury rates in effect during the prior September, subject to a minimum rate.
Early retirement under U.S. plans. An associate is eligible to retire early and commence benefit payments if the associate is at least age 55 and has at least 10 years of credited service. Mr. Forlenza is currently eligible for early retirement under the plans. Participants may commence payment of benefits under the cash balance formula prior to early retirement eligibility at any age if the participant terminates with at least three years of service. Under the cash balance provisions, the amount of the associate’s benefit will be the associate’s vested account balance on the early retirement date. The associate may elect to begin payment of the account balance on the early retirement date or delay payment until the normal retirement date (age 65).
For participants who formerly participated in the final average pay formula and were converted to cash balance, the portion of the cash balance account attributable to the converted final average pay benefit is compared to the final average pay benefit accrued through the date of conversion under the final average formula. The result that produces the higher benefit is payable.
Form of benefit under U.S. plans. Participants may elect to receive their benefits in various forms. Participants may select a single life annuity, in which pension payments will be payable only during the associate’s lifetime, or, if married, a joint and survivor annuity. Associates may also elect to receive their benefits in a single lump sum payment. Under the final average pay provisions, this lump sum is actuarially equivalent to the benefit payable under the single life annuity option. Under the cash balance provisions, the lump sum is equal to the associate’s account balance.
French indemnity plan
The French retirement indemnity plan pays a specified number of months of salary as a lump sum for termination on or after age 62, based on years of service as summarized in the following schedule.
| | |
Years of service
| | Benefit (months of pay) |
20-29
| | 3 |
30-34
| | 4 |
35-39
| | 5 |
40 or more
| | 6 |
Eligibility for this retirement indemnity begins when the participant becomes eligible for French Social Security benefits upon attaining age 62. If the participant is terminated before age 62, the participant forfeits the retirement indemnity.
Deferred compensation
Cash deferrals. The Restoration Plan also allows an eligible BD associate to defer receipt of up to 75% of salary and/or up to 100% of a PIP award until the date or dates elected by the associate. The amounts deferred are invested in a BD common stock account or in cash accounts that mirror the gains and/or losses of several different publicly available investment funds, based on the investment selections of the participants.participant. The investment risk is borne solely by the participant. Participants are entitled to change their investment elections at any time with respect to prior deferrals, future deferrals or both. The investment options available to participants may be changed by BD at any time.
Deferral of equity awards. The Restoration Plan also allows eligible associates to defer receipt of up to 100% of the shares issuable under their Performance Units, PTVUs and TVUs. These deferred shares are allocated to the participant’s BD stock account and must stay in such account until they are distributed.
Withdrawals and distributions. Participants may elect to receive deferred amounts either during their employment or following termination of employment. Participants may electemployment, and to receive distributions in installments or in a lump sum. Except in an unforeseen financial emergency, participants may not withdraw deferred amounts prior to their scheduled distribution date.
Matching contributions. BD provides matching contributions on cash amounts deferred under the Restoration Plan. These contributions are made in the first calendar quarter following the calendar year in which the compensation was deferred. BD matchesThe match is equal to 75% of the first 6% of salary and PIP award deferred by a participant under the Restoration Plan, subject to certain limits.
Unfunded liability. BD is not required to make any contributions to the Restoration Plan with respect to its obligations to pay deferred compensation. BD has unrestricted use of any cash amounts deferred by participants. Participants have an unsecured contractual commitment from BD to pay thedeferred amounts
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 75 |
Compensation of named executive officers
due under the Restoration Plan. When such payments are due,
the cash and/or stock will be distributed from BD’s general assets. BD has purchased corporate-owned life insurance that
mirrorsseeks to replicate the returns on cash amounts deferred under the plan to substantially offset this liability.
Account information.
The following table sets forth information regarding activity during fiscal year 20172023 in the Restoration Plandeferred compensation accounts maintained byof the named executive officers. Mr. Conroy is not eligible to participate
Nonqualified Deferred Compensation in Fiscal Year 2023
| | | | | | | | | | | | | | | | | |
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate
withdrawals/
distributions
($) | Aggregate Balance at Last Fiscal Year- End ($) |
| Thomas E. Polen | 685,814 | | 27,450 | | 108,889 | | 0 | | 1,953,320 | |
| Christopher J. DelOrefice | 102,433 | | 29,829 | | 10,786 | | 0 | | 157,567 | |
| Michael D. Garrison | 109,895 | | 27,450 | | 522,898 | | 0 | | 3,147,458 | |
| David B. Hickey | 1,079,742 | | 27,450 | | 1,241,516 | | 0 | | 8,784,929 | |
| Shana Neal | 48,547 | | 5,487 | | 30,928 | | 71,329 | | 273,038 | |
(1)The following amounts are reported as compensation in the Restoration Plan.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL YEAR 2017
| | | | | | | | | | | | | | | | |
Name | | Executive
Contributions
in Last Fiscal
Year ($)(1) | | | Registrant
Contributions
in Last Fiscal
Year ($)(2) | | | Aggregate
Earnings
in Last
Fiscal
Year ($) | | | Aggregate
Balance
at Last
Fiscal Year-
End ($) | |
Vincent A. Forlenza | | | 315,288 | | | | 23,850 | | | | 403,408 | | | | 3,261,068 | |
Christopher R. Reidy | | | 65,383 | | | | 23,850 | | | | 43,642 | | | | 368,936 | |
Thomas E. Polen | | | 90,494 | | | | 23,850 | | | | 6,314 | | | | 323,640 | |
Ellen R. Strahlman | | | 130,428 | | | | 23,850 | | | | 54,557 | | | | 427,024 | |
(1) | The following amounts are reported as compensation in the fiscal year 2017fiscal year 2023 “Salary” column of the Summary Compensation Table appearing on page 42: Mr. Forlenza—$115,288; Mr. Reidy—$12,205; Mr. Polen—$45,578; and Dr. Strahlman—$68,638. The remaining executive contributions relate to the deferral of fiscal year 2016 PIP awards that were payable in 2017. |
(2) | Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table and reflect matching credits that were earned by participants in 2017. These amounts are not credited to participant accounts until 2018. |
Payments Upon Termination of Employmentthe Summary Compensation Table appearing on page 68: Mr. Polen - $79,981; Mr. DelOrefice - $44,197; Mr. Garrison - $56,856; Mr. Hickey - $177,727, and Ms. Neal - $48,547. The remaining contributions relate to the deferral of fiscal year 2022 PIP awards that were payable in fiscal year 2023 or Change In Control
the deferral of shares received under equity awards that vested in fiscal year 2023.
(2)Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table and reflect company matching credits.
Payments upon termination of employment
or change in control
Payments upon termination of employment
The following table shows the estimated payments and benefits that would be paid by BD to each of the named executive officers as a result of a termination of employment under various scenarios. The amounts shown assume termination of employment on September 30,
2017.2023. However, the actual amounts that would be paid to these named executive officers under each scenario can only be determined at the time of
an actual termination.
| | | | | | | | | | | | | | | | | | | | |
Name | | Termination
Without “Cause” or
for “Good Reason”
Following a
Change in Control($)(1) | | | Termination
due to
Retirement($)(2) | | | Termination
Without Cause($)(3) | | | Termination
due to
Disability($)(4) | | | Termination
due to Death($)(5) | |
Vincent A. Forlenza | | | 65,065,409 | | | | 50,498,086 | | | | 52,365,778 | | | | 48,869,741 | | | | 51,199,741 | |
Christopher R. Reidy | | | 14,378,643 | | | | — | | | | 4,998,395 | | | | 8,447,678 | | | | 9,233,464 | |
Alexandre Conroy | | | 8,579,244 | | | | — | | | | 3,728,713 | | | | 4,876,355 | | | | 5,458,192 | |
Thomas E. Polen | | | 11,827,573 | | | | — | | | | 3,384,339 | | | | 4,883,588 | | | | 5,708,588 | |
Ellen R. Strahlman | | | 10,204,058 | | | | — | | | | 3,666,836 | | | | 5,585,885 | | | | 6,277,693 | |
| | | | | | | | | | | | | | | | | |
| Name | Termination Without “Cause” or for “Good Reason” Following a Change in Control ($)(1) | Termination Due to Retirement ($)(2) | Termination Without Cause ($)(3) | Termination Due to Disability ($)(4) | Termination Due to Death ($)(5) |
| Thomas E. Polen | 44,993,509 | | 0 | | 17,401,701 | | 20,924,587 | | 21,924,587 | |
| Christopher J. DelOrefice | 11,028,804 | | 0 | | 2,830,527 | | 4,325,379 | | 5,066,979 | |
| Michael D. Garrison | 7,315,908 | | 0 | | 3,072,096 | | 3,762,880 | | 4,437,880 | |
| David B. Hickey | 8,062,742 | | 0 | | 3,297,035 | | 4,176,538 | | 4,830,588 | |
| Shana Neal | 8,054,423 | | 4,454,504 | | 5,473,178 | | 5,824,484 | | 6,433,364 | |
(1)Includes amounts payable under change in control employment agreements (see table below) and the accelerated vesting of equity compensation awards, which is discussed below. Also includes for Messrs. Polen, Garrison and Hickey, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum.
(2)Includes for Ms. Neal the accelerated vesting of equity compensation awards upon retirement. The other NEOs were not eligible for retirement as of September 30, 2023.
(3)Includes the accelerated vesting of equity compensation awards, outplacement services (with an assumed maximum cost of $100,000), health and welfare benefits, and severance benefits (assuming 18 months of salary as severance, as BD does not have a specific severance policy for its executive officers). Also includes for Messrs. Polen, Garrison and Hickey, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum.
(4)Includes the accelerated vesting of equity compensation awards, and also includes for Messrs. Polen, Garrison and Hickey, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum.
(5)Includes the accelerated vesting of equity compensation awards and life insurance benefits. Also includes for Messrs. Polen, Garrison and Hickey, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum.
(1) | Includes amounts payable under change in control employment agreements (which are described below), and, for Mr. Forlenza, amounts distributable under BD’s retirement plans, assuming payout as a lump sum. Also includes the accelerated vesting of equity compensation awards, which is discussed below. | | | | |
(2) | Includes amounts distributable under BD’s retirement plans, assuming payout as a lump sum, and the accelerated vesting of equity compensation awards upon retirement. Messrs. Reidy, Conroy and Polen and Dr. Strahlman were not eligible for retirement as of September 30, 2017. |
(3)76 | Includes amounts distributable under BD’s retirement plans, assuming payout as a lump sum, the accelerated vesting of equity compensation awards, outplacement services (with an assumed maximum cost of $100,000), health and welfare benefits and severance benefits (assuming payment in the amount 18 months’ severance, other than for Mr. Conroy, whose severance is determined by a formula based on salary, years of service and age). |
(4) | Includes amounts distributable under BD’s retirement plans, assuming payout as a lump sum, and the accelerated vesting of equity compensation awards. |
(5) | Includes amounts distributable under BD’s retirement plans, assuming payout as a lump sum, the accelerated vesting of equity compensation awards and life insurance benefits. |
Compensation of named executive officers
The amounts shown in the above table do not include vested deferred compensation distributable upon termination, which is shown on page
53,76, or the value of vested SARs held by the named executive officers as of September 30,
2017,2023, which
appearsis shown on page
48.73.
Payments upon termination under change in control agreements
BD has entered into
agreementsan agreement with
Messrs. Forlenza, Reidy, Conroy and Polen and Dr. Strahlmaneach of the named executive officers that
provideprovides for the continued employment of the executive for a period of two years following a change in control of BD.
These agreements areThe agreement is designed to retain the
executivesexecutive and provide continuity of management in the event of an actual or potential change in control of BD. The following is a summary of the key terms of the
agreements.agreement.
Employment following a change in control
The agreement provides that BD will continue to employ the executive for two years following a change in control, and that, during this period, the executive’s position and responsibilities at BD will be materially the same as those prior to the change in control. The agreement also provides for minimum salary, PIP
awardsaward and other benefits during this
two-year period. “Change in control” is defined under the agreement generally as:
•the acquisition by any person or group of 25% or more of the outstanding BD common stock;
•the incumbent members of the Board ceasing to constitute at least a majority of the Board;
•certain business combinations; or
•shareholder approval of the liquidation or dissolution of BD.
Payments upon termination following a change in control
The agreement
also provides that, in the event the executive is terminated without “cause” or the executive terminates his
or her employment for “good reason” during the two years following a change in control, the executive would receive:
•a pro rata PIP award for the year of termination based on the greater of (i) the executive’s average PIP award for the last three fiscal years prior to termination, and (ii) the executive’s target PIP award for the year in which theof termination occurs (the greater of the two being referred to herein as the “Incentive Payment”);
•a lump sum severance payment equal to three times, in the case of Messrs. ForlenzaMr. Polen, and Polen, or two times for the other named executive officers, the sum of the executive’s annual salary and his or her Incentive Payment;
a lump sum payment equal to the present value of the increased pension benefits the executive would have received had the executive remained employed for an additional three years, in the case of Messrs. Forlenza, or two years for the other named executive officers (other than Mr. Polen, whose agreement does not contain this provision);
•continuation of the executive’s health and welfare benefits (reduced to the extent provided by any subsequent employer) for a period of three years in the case of Messrs. ForlenzaMr. Polen, and Polen, or two years for the other named executive officers; and
•outplacement services, subject to a limit on the cost to BD of $100,000.
“Cause” is generally defined as the willful and continued failure of the executive to substantially perform his or herthe executive's duties, or illegal conduct or gross misconduct that is materially injurious to BD. “Good reason” is generally defined to include (i) any significant change in the executive’s position or responsibilities, (ii) the failure of BD to pay any compensation called for by the agreement, or (iii) certain relocations of the executive.
Under the agreement with Mr. Forlenza, if any payments or distributions made by BD to Mr. Forlenza as a resultNone of a change in control would be subject to an excise tax imposed by the Internal Revenue Code, BD will make a tax reimbursement payment to him. As a result of this payment, Mr. Forlenza would retain the same amount, net of all taxes, that he would have retained had the excise tax not been triggered. This provision applies to any payments or distributions resulting from the change in control including the accelerated vesting of equity awards. However, if such payments and distributions do not exceed 110% of the level that triggers theagreements with BD’s executive officers contain any tax reimbursement provisions with respect to any excise tax that may be payable by the payments will be reduced to the extent necessary to avoid the excise tax.
executive in connection with a change in control.
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | 77 |
Compensation of named executive officers
The following table sets forth the estimated benefits the named executive officers would receive under
his or hertheir agreement in the event the executive was terminated without “cause” or terminated his or her employment for “good reason” following a change in control. The table assumes a termination date of September 30,
2017. These estimates are based on salary rates in effect as of September 30, 2017, and use the 2017 target PIP awards of the named executive officers as the Incentive Payment. | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Incentive
Payment($) | | | Severance
Payment($) | | | Additional
Retirement
Benefits($) | | | Health and
Welfare
Benefits($) | | | Outplacement
Services($) | | | Total($) | |
Vincent A. Forlenza | | | 1,687,360 | | | | 8,557,080 | | | | 587,160 | | | | 42,000 | | | | 100,000 | | | | 10,973,600 | |
Christopher R. Reidy | | | 754,345 | | | | 3,080,261 | | | | 174,444 | | | | 28,000 | | | | 100,000 | | | | 4,137,050 | |
Alexandre Conroy | | | 465,468 | | | | 2,094,613 | | | | 0 | | | | 28,000 | | | | 100,000 | | | | 2,688,081 | |
Thomas E. Polen | | | 701,250 | | | | 4,578,750 | | | | 0 | | | | 42,000 | | | | 100,000 | | | | 5,422,000 | |
Ellen R. Strahlman | | | 578,328 | | | | 2,540,272 | | | | 149,431 | | | | 28,000 | | | | 100,000 | | | | 3,396,031 | |
2023.
| | | | | | | | | | | | | | | | | |
| Name | Incentive Payment($) | Severance Payment($) | Health and Welfare Benefits($) | Outplacement Services($) | Total($) |
| Thomas E. Polen | 1,987,500 | | 9,937,500 | | 52,200 | | 100,000 | | 12,077,200 | |
| Christopher J. DelOrefice | 970,596 | | 3,424,392 | | 34,800 | | 100,000 | | 4,529,788 | |
| Michael D. Garrison | 573,750 | | 2,497,500 | | 34,800 | | 100,000 | | 3,206,050 | |
| David B. Hickey | 664,315 | | 2,636,729 | | 34,800 | | 100,000 | | 3,435,844 | |
| Shana Neal | 456,660 | | 2,131,080 | | 34,800 | | 100,000 | | 2,722,540 | |
Accelerated vesting of equity compensation awards upon a change in control
For awards granted prior to January 1 2015,
Our equity grants include a double-trigger vesting provision upon a change in
control (as defined in our equity compensation plans), allcontrol. Under this provision, unvested
SARs become fully vested and exercisable, and all time-vested restricted stock units and Performance Units become fully vested and payable (with Performance Units being payable at their target amount). This accelerated vesting occurs with respect to all equity compensation awards
granted by BD, not just those granted to executive officers. No termination of employment is required to trigger this acceleration.Awards made after January 1, 2015 will not automatically vest upon a change in control if the awards are either continued or replaced with similar awards. In those instances, the awards will automatically vest only if the associateexecutive is terminated without “cause” or the associate terminates employment for “good reason” (as such terms are defined in the 2004 Plan) within two years of the change in control.
Equity compensation upon termination of employment
Upon a named executive officer’s termination due to
retirement:all unvested SARs held byretirement, the named executive officerofficer’s:
•unvested SARs become fully exercisable for their remaining term;
all time-vested restricted stock units held by the named executive officer•unvested PTVUs and TVUs vest at, or on the first anniversary of, retirement;in full; and
all•unvested Performance Units held by the named executive officer vest pro rata based on the amount of the vesting period that had elapsed. The payments would be made after the end of the applicable vesting periods and would be based on BD’s actual performance for the applicable performance periods, rather than award targets.
Upon a named executive officer’s termination due to involuntary termination without cause:
cause, the named executive officer’s:•unvested SARs are forfeited and the named executive officer is entitled to exercise his or herany then-vested SARs for three months following termination, but only to the extent they were vested at the time of termination;
all•unvested PTVUs and TVUs held by the named executive officer vest pro rata based on the amount of the vesting period that had elapsedare forfeited; and all other time-vested restricted stock units fully vest; and
all•unvested Performance Units held by the named executive officer vest pro rata based on the amount of the vesting period that had elapsed. The payments would be made after the end of the applicable vesting periods and would be based on BD’s actual performance for the applicable performance periods, rather than award targets.
Upon a named executive officer’s termination due to death or
disability:all unvested SARs held bydisability, the named executive officerofficer’s:
•unvested SARs become fully exercisable for their remaining term;
all time-vested restricted stock units held by the named executive officer•unvested PTVUs and TVUs fully vest; and
all•unvested Performance Units held by the named executive officer vest pro rata based on the amount of the vesting period that had elapsed. The paymentpayments would be based on award targets.
Proposal 2. | RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | |
| |
| 78 | |
Ernst & Young LLP (“E&Y”) has been selected by
CEO pay ratio
Under the
Audit Committeerules of the SEC, we are required to
auditdisclose the
accountsratio of
BD and its subsidiaries forour CEO’s annual total compensation to the
median of the annual total compensation of all our other employees. For fiscal year
ending September 30, 2018. The Audit Committee is solely responsible for2023, the
appointment,median annual total compensation
retentionof all our employees (other than Mr. Polen) was $42,404 and
oversight of BD’s independent registered public accounting firm (referred to herein asMr. Polen’s annual total compensation (as reported in the
“independent auditors”). Shareholders are being asked to ratifySummary Compensation Table on page 68) was $17,309,938. Based on the
Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.A representative of E&Y is expected to attend the 2018 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.
Listed below are the fees billed to BD by E&Y for services rendered during fiscal years 2017 and 2016.
| | | | | | | | | | |
| | | 2017 | | | 2016 | | | |
Audit Fees | | $ | 14,327,000 | | | $ | 11,678,000 | | | “Audit Fees” include fees associated with the annual audit of BD’s consolidated financial statements, reviews of BD’s quarterly reports on Form10-Q, registration statements filed with the SEC and statutory audits required internationally. |
| | | |
Audit Related Fees | | $ | 225,000 | | | $ | 204,000 | | | “Audit Related Fees” consist of assurance and related services that are reasonably related to the performance of the audit or interim financial statement review and are not reported under Audit Fees. These services include benefit plan audits and other audit services requested by management, which are in addition to the scope of the financial statement audit. |
| | | |
Tax Fees | | $ | 1,317,000 | | | $ | 1,000,000 | | | “Tax Fees” includes tax compliance, assistance with tax audits, tax advice and tax planning. |
| | | |
All Other Fees | | $ | 2,000 | | | $ | 27,000 | | | “All Other Fees” includes various miscellaneous services. |
| | | | | | | | | | |
Total | | $ | 15,871,000 | | | $ | 12,909,000 | | | |
Pre-Approval of audit andnon-audit services
The Audit Committee is responsible for appointing BD’s independent auditors and approving the termsforegoing, our estimate of the independent auditors’ services. The Audit Committee has established a policy forratio of thepre-approval annual total compensation of our CEO to the median annual total compensation of all audit and permissiblenon-audit servicesour other worldwide employees was 408 to be provided by the independent auditors, as described below. All of the services listed in the above table were approved pursuant to this policy.
Audit services. Under the policy, the Audit Committee will appoint BD’s independent auditors each fiscal year andpre-approve the engagement of the independent auditors for the audit services to be provided.
Non-audit services.1.
In accordance with
SEC rules, we identified the
policy,median employee as of August 1, 2023 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for permanent hourly employees), and (B) target incentive compensation (including bonus or commission) and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Polen, whether employed on a full-time, part-time, or seasonal basis. For seasonal and non-permanent employees, we applied a reasonable estimate of hourly rate multiplied by their actual work schedule for the
Audit Committee has established detailedpre-approved categories ofnon-audit services that may be performed byyear. We then calculated the
independent auditors during the fiscal year, subject to certain dollar limits. The Audit Committee has also delegated to the Chairannual compensation of the
Audit Committeemedian employee using the
authoritysame methodology used to
approve additionalnon-audit services bycalculate Mr. Polen’s compensation for the
independent auditors that either are not covered by thepre-approved categories, or exceed thepre-approved dollar limits, provided that the full Audit Committee is informed of each service. All othernon-audit services are required to bepre-approved by the entire Audit Committee.The Audit CommitteeSummary Compensation Table.
BD believes that the
provision of thenon-audit services describedpay ratio reported above
by E&Y is
a reasonable estimate calculated in a manner consistent with
maintainingSEC rules based on our internal records and the
independencemethodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of
E&Y.The Audit Committee periodically considersmethodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, BD’s ratio may not be comparable to the rotationratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the independent auditors. companies’ businesses.
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| 2024 Notice of Annual Meeting and Proxy Statement | 79 |
Pay versus performance
Pay versus performance table
The
Audit Committee believes thatfollowing table sets forth the
continued retention of E&Y to servecompensation for our CEO and the average compensation for our other NEOs, both as
BD’s independent auditors isreported in the
best interestsSummary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of
BD2023, 2022 and
its shareholders.ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
REPORT OF THE AUDIT COMMITTEE
2021. The Audit Committee reviews BD’s financial reporting processtable also provides information on behalfour cumulative total shareholder return (“TSR”), the cumulative TSR of the Board of Directors. Management has the primary responsibility for the financial statementsour peer group, Net Income and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of BD’s consolidated financial statementsRevenue over such years in accordance with generally accepted auditing standardsSEC rules.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Value of Initial Fixed $100 Investment Based On: | | |
Year
(a) | Summary Compensation Table Total for CEO(1) ($) (b) | Compensation Actually Paid to CEO(2) ($) (c) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers(1) ($) (d) | Average Compensation Actually Paid to Non-CEO Named Executive Officers(2) ($) (e) | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | Net Income ($ Millions)(4) (h) | Revenue(5) ($ Millions) (i) |
| 2023 | 17,309,938 | | 29,765,803 | | 4,523,549 | | 5,958,393 | | 118.60 | | 101.81 | | 1,484 | | 18,935 | |
| 2022 | 16,711,236 | | 15,043,146 | | 4,192,099 | | 3,618,600 | | 101.20 | | 90.18 | | 1,779 | | 19,170 | |
| 2021 | 14,189,333 | | 16,684,546 | | 3,741,372 | | 4,215,851 | | 107.10 | | 126.81 | | 2,092 | | 19,960 | |
(1)Compensation for our CEO, Thomas E. Polen, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEO NEOs includes the following named executive officers: (i) in 2023, Christopher J. DelOrefice, Michael D. Garrison, David B. Hickey and to issue a report thereon. The Committee monitors these processes.In this context,Shana Neal, (ii) in 2022, Christopher J. DelOrefice, David B. Hickey, Samrat S. Khichi, Alberto Mas and Shana Neal and (iii) in 2021, Christopher J. DelOrefice, Christopher R. Reidy, Simon D. Campion, Samrat S. Khichi and Alberto Mas.
(2)Compensation “actually paid” for the Committee metCEO and held discussions with managementaverage compensation “actually paid” for our non-CEO NEOs reflects the amounts set forth in columns (b) and (d) of the independent auditors. Management represented totable above, respectively, adjusted as set forth in the Committee that BD’s consolidated financial statements were preparedtable below in accordance with accounting principles generally acceptedSEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the CEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and our other NEOs’ compensation for fiscal year 2023, see the Compensation Discussion and Analysis section beginning on page 47.
| | | | | | | | | | | | | | | | | | | | | | | |
| CEO 2023 | Non-CEO NEOs 2023 | CEO 2022 | Non-CEO NEOs 2022 | CEO 2021 | Non-CEO NEOs 2021 | |
| Summary Compensation Table Total | $ | 17,309,938 | | $ | 4,523,549 | | $ | 16,711,236 | | $ | 4,192,099 | | $ | 14,189,333 | | $ | 3,741,372 | | |
| Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (13,536,017) | | (2,916,651) | | (12,627,967) | | (2,446,702) | | (10,328,129) | | (2,275,487) | | |
| Plus Fair Value for Awards Granted in the Covered Year that Remain Unvested at the End of the Covered Year | 16,001,719 | | 3,382,509 | | 12,182,073 | | 1,900,248 | | 13,014,873 | | 2,802,179 | | |
| Plus Fair Value for Awards Granted in the Covered Year that Vested in the Covered Year | — | | — | | — | | 237,067 | | — | | — | | |
| Change in Fair Value of Outstanding Unvested Awards from Prior Years | 9,575,664 | | 898,856 | | (800,866) | | (44,627) | | 156,433 | | 42,169 | | |
| Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 569,022 | | 89,954 | | (411,606) | | (106,720) | | (315,261) | | (46,681) | | |
| Less Fair Value of Awards Forfeited during the Covered Year | — | | — | | — | | (96,546) | | — | | — | | |
| Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | | — | | — | | — | | — | | — | | |
| Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (313,046) | | (50,658) | | (154,081) | | (44,013) | | (170,152) | | (112,292) | | |
| Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | 158,523 | | 30,834 | | 144,357 | | 27,795 | | 137,449 | | 64,592 | | |
| Compensation Actually Paid | 29,765,803 | | 5,958,393 | | 15,043,146 | | 3,618,600 | | 16,684,546 | | 4,215,851 | | |
Fair values of equity awards set forth in the
United States,table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. For a description of the methodology and
assumptions used to determine the
Committee reviewed and discussedamounts reflected in these columns, see Note 9 to the consolidated financial statements
with management and the independent auditors. The Committee also discussed with the independent auditors the matters required to be discussed by the applicable auditing standards.In addition, the Committee discussed with the independent auditors the auditors’ independence from BD and its management, and the independent auditors provided to the Committee the written disclosures and the letter pursuant to the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence. The Committee discussed with BD’s internal and independent auditors the overall scope and plans for their respective audits. The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of BD’s internal controls, and the overall quality of BD’s financial reporting. Management has also reviewed with the Audit Committee its report on the effectiveness of BD’s internal control over financial reporting. The Audit Committee also received the report from the independent auditors on BD’s internal control over financial reporting.
Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be includedcontained in BD’sour Annual Report on Form10-K for the fiscal year ended September 30, 2017,2023.
The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for filingthe applicable year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.
(3)TSR is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively, calculated in accordance with the Securitiesrules of the SEC. The peer group for purposes of this table is the S&P 500 Health Care Equipment & Supplies Index, which the Company also utilizes in the stock performance graph included in its annual report to shareholders.
(4)Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2023, 2022 and Exchange Commission.AUDIT COMMITTEE
Bertram L. Scott, Chair
Basil L. Anderson
Catherine M. Burzik
Christopher Jones
Willard J. Overlock, Jr.
Rebecca W. Rimel
2021. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. “Net Income from Continuing Operations” is in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2023, 2022 and 2021 was $1.53 billion, $1.64 billion and $1.60 billion, respectively. (5)Revenue represents the most important financial performance measure used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Revenue as set forth in the table is a non-GAAP measure and does not conform to generally accepted accounting principles. Revenue includes results from BD's continuing operations and is adjusted to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to BD, compared to the rates we budgeted for that fiscal year. For our fiscal year 2021 PIP, the Compensation Committee set two separate revenue targets, one for revenues from our BD VeritorTM COVID-19 test and the other for our base business (which excludes COVID-19 only diagnostic testing). Revenue as set forth in the table for fiscal year 2021 reflects the combined performance. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the table for fiscal year 2023 has been adjusted for the divestiture.
Tabular list of most important financial performance measures
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs' compensation for 2023 to performance.
Proposal 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | |
| Performance Measures |
| Revenue* |
| Adjusted EPS* |
| Free cash flow* |
| Operating margin* |
| ROIC* |
* These performance measures do not conform to generally accepted accounting principles. The Compensation Discussion and Analysis section beginning on page 2647 includes a description of this proxy statement describes BD’s executive compensation program andthese metrics.
Analysis of the
compensation decisions made with respect to our CEO and the other individuals namedinformation presented in the
Summary Compensation Table on page 42 (who we refer to as the “named executive officers”). Pursuant to Section 14A of the Securities Exchange Act of 1934, the Board is asking shareholders to cast anon-binding advisory vote on the following resolution:“RESOLVED, that the shareholders of Becton, Dickinson and Company (“BD”) approve the compensation of the BD executive officers namedpay versus performance table
As described in
the Summary Compensation Table, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).”As we describemore detail in the Compensation Discussion and& Analysis oursection of this Proxy Statement, the Company’s executive compensation program embodiesreflects our commitment to pay-for-performance. We selected Revenue as our company selected measure in our Pay versus Performance table above for purposes of evaluating Pay versus Performance because it is apay-for-performance philosophy that supports BD’s key performance metric within our annual incentive plan and our long-term incentive compensation programs. While we utilize several performance measures to align executive compensation with performance, we do not present all of these measures in the Pay versus Performance table above.
In accordance with the rules of the SEC, we are providing the following graphic depictions of the relationships between information presented in the Pay versus Performance table.
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| 2024 Notice of Annual Meeting and Proxy Statement | 81 |
Compensation Actually Paid versus Total Shareholder Return
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s cumulative TSR and the cumulative TSR of the peer group.
Compensation Actually Paid versus Net Income
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s Net Income. In April 2022, the Company completed the spin-off of its Diabetes Care business strategy and alignsas a separate publicly traded company named Embecta Corp. Following the interestscompletion of our executives with thosethe spin-off, the historical results of our shareholders. At the same time, we believe our programDiabetes Care business are now accounted for as discontinued operations. The chart below does not encourage excessive risk-takingadjust for discontinued operations so the results are not comparable across periods.
Compensation Actually Paid versus Revenue
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the company’s Revenues. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The chart below does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the chart for fiscal year 2023 has been adjusted for the divestiture.
Ownership of BD common stock
Securities owned by management. We believecertain beneficial owners
The following table sets forth as of September 30, 2023, information concerning those persons known to BD to be the beneficial owner of more than 5% of BD’s outstanding common stock, the only class of BD capital stock with voting rights. This information is based on filings made by such persons with the SEC. In general, “beneficial ownership” includes those shares that a person has the sole or shared power to vote or dispose of, including shares that the compensation actions discussedperson has the right to acquire within 60 days.
| | | | | | | | | | | | | | |
| Name and address of beneficial owner | Title of Security | Amount and nature of beneficial ownership | Percent of class |
| | | | |
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | Common Stock | 25,927,519 | | (1) | 9.0 | % |
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | Common Stock | 22,571,372 | | (2) | 8.0 | % |
| | | | |
(1)The beneficial owner has sole dispositive power with respect to 24,741,353 shares and shared dispositive power with respect to 1,186,166 shares, and has shared voting power with respect to 361,022 shares.
(2)The beneficial owner has sole dispositive power with respect to 22,570,762 shares and shared dispositive power with respect to 615 shares, and has sole voting power with respect to 20,528,274 shares.
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| 2024 Notice of Annual Meeting and Proxy Statement | 83 |
Ownership of BD common stock
Securities owned by directors and management
The following table sets forth as of November 30, 2023 information concerning the beneficial ownership of BD common stock by (i) each director and nominee, (ii) the named executive officers, and (iii) all BD directors and executive officers as a group. Each person has the sole power to vote and dispose of the shares he or she beneficially owns. None of BD’s directors or executive officers has pledged or hedged against any of the shares listed.
BD Common Stock
| | | | | | | | |
| Name of beneficial owner | Amount and nature of beneficial ownership(1) | Percent of class |
| William M. Brown | 1,605 | * |
| Catherine M. Burzik | 13,288 | * |
| Carrie L. Byington, M.D. | 2,849 | * |
| Christopher J. DelOrefice | 18,235 | * |
| R. Andrew Eckert | 7,197 | * |
| Claire M. Fraser, Ph.D. | 21,706 | * |
| Michael D. Garrison | 76,222 | * |
| Jeffrey W. Henderson | 4,664 | * |
| David B. Hickey | 66,598 | * |
| Christopher Jones | 30,045 | * |
| Marshall O. Larsen | 30,160 | * |
| Shana Neal | 40,598 | * |
| Thomas E. Polen | 341,419 | * |
| Timothy M. Ring | 57,905 | * |
| Bertram L. Scott | 51,319 | * |
| Joanne Waldstreicher, M.D. | 421 | * |
| Directors and executive officers as a group (22 persons) | 908,276 | * |
* Represents less than 1% of the outstanding BD common stock.
(1)Includes (a) shares held directly, (b) with respect to executive officers, indirect interests in BD common stock held under BD plans, and (c) with respect to the Compensation Discussion and Analysis appropriately reflectednon-management directors, indirect interests in BD common stock held under the performanceDirectors’ Deferral Plan. Additional information on certain of these plans appears on page 85. Also includes (i) shares that our named executive officers may acquire within 60 days of November 30, 2023 under outstanding equity awards (amounts shown include the number of exercisable SARs on such date), including: Mr. DelOrefice, 14,137 shares; Mr. Garrison, 69,167 shares; Mr. Hickey, 54,281 shares; Ms. Neal, 37,803 shares; and Mr. Polen, 282,502 shares, (ii) with respect to each non-management director, shares issuable within 60 days of November 30, 2023 under outstanding equity awards as follows: Mr. Brown, 859; Ms. Burzik, 5,163 shares; Dr. Byington, 859 shares; Mr. Eckert, 859 shares; Dr. Fraser, 19,340 shares; Mr. Henderson, 859 shares; Mr. Jones, 11,483 shares; Mr. Larsen, 17,242 shares; Mr. Ring, 859 shares; Mr. Scott, 25,218 shares and Dr. Waldstreicher, 421 shares, and (iii) with respect to the non-management directors and executive officers as a group, shares exercisable or issuable within 60 days of November 30, 2023 under outstanding equity awards in an amount of 649,701.
Ownership of BD duringcommon stock
Equity compensation plan information
The following table provides certain information as of September 30, 2023 regarding BD’s equity compensation plans. | | | | | | | | | | | | | | | | | |
| Plan Category | Number of
securities
to be issued
upon exercise
of outstanding
options,
warrants and
rights (a) | Weighted- average exercise price of outstanding options, warrants and rights(1) (b) | Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a)) (c) |
| Equity compensation plans approved by security holders | 7,595,480 | | (2) | $ | 211.44 | | 5,154,841 | | (3) |
| Equity compensation plans not approved by security holders | 1,147,984 | | (4) | N/A | 0 | (5) |
| Total | 8,743,464 | | | $ | 211.44 | | 5,154,841 | | |
(1)Shares issuable pursuant to outstanding performance-based restricted stock units and time-vested restricted stock units under BD's 2004 Plan and BD’s Stock Award Plan, as well as shares issuable under the year.ForDirectors’ Deferral Plan, the Restoration Plan and the GSIP, are not included in the calculation of weighted-average exercise price, as there is no exercise price for these reasons,shares.
(2)Shares issuable includes (i) 947 stock options and 4,905,009 SARs granted under the 2004 Plan, (ii) 962,963 performance-based restricted stock units (assuming maximum payout) and 1,716,287 time-vested units granted under the 2004 Plan, and (iii) 10,274 shares issuable under restricted stock unit awards granted under the Stock Award Plan.
(3)Represents shares available for issuance under the 2004 Plan and includes 2,074,770 shares available for full-value awards, assuming maximum payout of outstanding Performance Units.
(4)Includes 97,560 shares issuable under the Directors’ Deferral Plan, 210,490 shares issuable under the Restoration Plan, and 839,934 shares issuable under the GSIP.
(5)Not shown are shares issuable under the Directors’ Deferral Plan, the Restoration Plan or the GSIP. There are no limits on the number of shares issuable under these plans, and the number of shares that may become issuable will depend on future elections made by plan participants.
Directors’ Deferral Plan
The Directors’ Deferral Plan allows non-management directors to defer receipt, in an unfunded cash account or a BD common stock account, of all or part of their annual retainer and other cash fees. Directors may also defer receipt of the shares underlying their restricted stock unit awards. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the BD common stock. Participants may also elect to have amounts held in a cash account converted into a BD common stock account. Amounts credited to the BD stock fund are paid out in BD shares at the time of distribution. The Directors’ Deferral Plan is not qualified, and participants have an unsecured contractual commitment of BD to pay the amounts due under the Directors’ Deferral Plan.
Restoration Plan
Information regarding the deferral features of the Restoration Plan can be found on page 75 of this proxy statement. The number of shares credited to the BD common stock accounts of participants is adjusted periodically to reflect the payment and reinvestment of dividends on the BD common stock. Amounts credited to the BD common stock accounts of the Restoration Plan are paid out in BD shares at the time of distribution. The Restoration Plan is not qualified, and participants have an unsecured contractual commitment of BD to pay the amounts due under the plan.
GSIP
BD maintains the GSIP for its non-U.S. associates in certain jurisdictions outside of the United States. The purpose of the GSIP is to provide non-U.S. associates with a way to save on a regular and long-term basis and acquire a beneficial interest in BD common stock. Participants may contribute a portion of their base pay, through payroll deductions, to the GSIP for their account. BD provides matching funds of up to 3% of a participant’s base pay through contributions to the participant’s plan account. A participant may withdraw the vested portion of the participant’s account, although such withdrawals must be in the form of a cash payment if the participant is employed by BD at the time of withdrawal. Following termination of service, withdrawals will be paid in either cash or shares, at the election of the participant.
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| 2024 Notice of Annual Meeting and Proxy Statement | 85 |
General information
Proxy solicitation
These proxy materials are being mailed or otherwise sent to shareholders of BD on or about December 14, 2023 in connection with the solicitation of proxies by the Board is askingfor BD’s 2024 Annual Meeting to be held at 1:00 p.m. EST on Tuesday, January 23, 2024 at The Breakers Palm Beach, 1 South County Road, Palm Beach, Florida. BD’s directors and its officers and other BD associates also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. BD has retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee not to exceed $25,000 plus expenses. The cost of soliciting proxies will be borne by BD.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on January 23, 2024. This proxy statement and BD’s 2023 Annual Report to Shareholders are also available at www.edocumentview.com/BDX.
Shareholders entitled to vote
The record date for determining shareholders entitled to notice of, and to vote at, the 2024 Annual Meeting (or any adjournment or postponement thereof) was December 4, 2023. As of such date, there were 289,542,239 shares of BD common stock outstanding, each entitled to one vote.
Attendance at the 2024 annual meeting
To attend the 2024 Annual Meeting, you must be a shareholder as of the record date.
Shareholders of record who hold their shares directly with our transfer agent, Computershare, will be admitted after providing a form of government identification (i.e., driver's license).
If your shares are held in the name of a bank, broker or other nominee (also known as shares held in "street name") and you wish to attend the meeting, you must present appropriate government identification and also present proof of ownership as of the record date, such as a bank or brokerage account statement, to be admitted.
How to vote at the meeting or by proxy
Shareholders of record may cast their votes at the meeting. In addition, shareholders of record may cast their votes by proxy, and participants in the BD plans described below may submit their voting instructions, by:
•using the Internet and voting at the website listed on the enclosed proxy/voting instruction card (the "proxy card");
•using the telephone number listed on their proxy card; or
•signing, completing and returning the proxy card in the postage-paid envelope provided.
Votes and voting instructions provided through the Internet and by telephone are authenticated by use of your control number. This procedure allows shareholders to supportappoint a proxy, and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. If you vote through the Internet or by telephone, you do not need to return your proxy card. In order to be timely processed, voting instructions submitted by participants in the GSIP must be received by 12:00 a.m. EST on January 17, 2024, and voting instructions submitted by participants in all other BD plans must be received by 11:59 p.m. EST on January 18, 2024. All proxies submitted by record holders through the Internet or by telephone must be received by 1:00 a.m. EST on January 23, 2024 in order to be timely processed.
If you are the beneficial owner of shares held in street name, you can direct your bank, broker or other nominee on how to vote your shares by following the instructions provided to you by your nominee. In the alternative, you may vote in person at the meeting if you obtain a legal proxy from your bank, broker or other nominee and present it at the meeting.
Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by properly executed proxies that do not specify voting instructions will be voted in accordance with the recommendations of the Board set forth in this
Proposal. Whileproxy statement. If you hold your shares in street name and do not provide timely voting instructions to your bank, broker or other nominee, your nominee will not be permitted to vote your shares in its discretion on the election of directors (Proposal 1) or the advisory vote
we are asking you to cast isnon-binding, the Compensation Committee and the Board value the views of our shareholders and will take into account the outcome of the vote when considering our compensation program and future compensation decisions for our executive officers.The Board has adopted a policy of holding advisory votes to approve named executive officer compensation (Proposal 3), but may still be permitted to vote your shares in their discretion on an annual basis, and the next advisoryratification of the independent registered public accounting firm (Proposal 2).
Participants in BD plans
Participants in the BD 401(k) Plan or the 401(k) plans of any BD subsidiary may instruct the plan trustee how to vote
will be held at our 2019 Annual Meeting.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
Proposal 4. | SHAREHOLDER PROPOSAL TO AMEND PROXY ACCESSBY-LAW |
Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY, owner of not less than 500the shares of BD common stock has given notice that he intendsallocated to presenttheir plan accounts. Shares for which no voting instructions are received by the following stockholder proposalplan trustee will be voted in the same proportion as those shares for actionwhich timely instructions are received.
Participants in the Restoration Plan, the Directors’ Deferral Plan, and the GSIP (if so provided under the terms of the local country GSIP plan) may provide voting instructions for the shares of BD common stock allocated to their plan accounts. Plan shares for which no voting instructions are received by the plan trustees will be voted in the same proportion as those plan shares for which timely instructions are received.
Proxies representing shares of BD common stock held of record also will serve as proxies for shares held under the Direct Stock Purchase Plan sponsored and administered by Computershare Trust Company, N.A. and any shares of BD common stock allocated to participants’ accounts under the plans mentioned above, if the registrations are the same. Separate mailings will be made for shares not held under the same registrations.
Quorum; required vote
The holders of a majority of the shares entitled to vote at the
2024 Annual
Meeting:“Proposal 4—Shareholder Proxy Access Enhancement
RESOLVED: Stockholders askMeeting must be present in person or represented by proxy to constitute a quorum.
Directors are elected by a majority of the boardvotes cast at the meeting (Proposal 1). If an incumbent director receives a greater number of directorsvotes “against” the director’s election than votes “for” such election, the director must offer to amend itssubmit his or her resignation and the Board will decide whether to accept the offer to resign in accordance with the process described on page 37 of this proxy access bylaw provisionsstatement.
Approval of each of Proposals 2 and
any associated documents, to include3 requires the
following change for the purpose of decreasing the average amount of Company common stock the average memberaffirmative vote of a
nominating group wouldmajority of the votes cast at the meeting. Under New Jersey law, abstentions and broker non-votes will not be
required to hold for3-years to satisfy the aggregate ownership requirements to form a nominating group:No limitation shall be placedcounted as votes cast, and, accordingly, will have no effect on the numberoutcome of stockholders that can aggregate their shares to achieve the 3%vote on these proposals.
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| 2024 Notice of Annual Meeting and Proxy Statement | 87 |
Revocation of common stock required to nominate directors under our Company’sproxies or change of instructions
A proxy
access provisions.Proxy access for shareholders enables shareholders to put competing director candidates on the company ballot to see if they can get more votes than somegiven by a shareholder of management’s director candidates. A competitive election is good for everyone. This proposal can help ensure that our management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason to exercise their right to use proxy access.
Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the current 3% criteria for a continuous3-years at most companies accordingrecord may be revoked or changed by:
•sending written notice of revocation to the CouncilCorporate Secretary of Institutional Investors. This proposal addressesBD at 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880 so that it is received no later than January 22, 2024, or delivering such notice at the situation that our company now has withmeeting, prior to the voting of the proxy, access potentially for only
•delivering a proxy (by one of the largest shareholders whomethods described above under the heading “How to vote at the meeting or by proxy”) bearing a later date, or
•voting in person by written ballot at the meeting.
Participants in the plans described above may change their voting instructions by timely delivering new voting instructions by one of the methods described above under the heading “How to vote at the meeting or by proxy.”
If you are the
least unlikely shareholders to make usebeneficial owner of
it.Since no group of shareholders at any U.S. company has yet to make use of proxy access, it is important to make sure that the current limitation of 20 shareholders is not a deterrent to shareholders using proxy access.
Please vote to enhance shareholder value:
Shareholder Proxy Access Enhancement—Proposal 4”
* * *
BOARD OF DIRECTORS’ RESPONSE
The Board recommends a vote AGAINST Proposal 4 for the following reasons.
The Board has carefully considered this proposal and believes that the proposal is unnecessary and notshares held in street name, you may revoke or change your voting instructions in the best interests of our shareholders. Accordingly,manner provided by your bank, broker or other nominee, or you may vote in person at the Board recommends that shareholders vote “AGAINST” the proposal.
Last year, we adopted amendments to the BDBy-laws to implement a proxy access framework that we believe provides meaningful proxy access rights to our shareholders. Specifically, our existing proxy accessby-law permits any shareholder, or a group of up to 20 shareholders, owning 3% or more of BD’s outstanding common stock continuously for at least three years to nominate and include in BD’s annual meeting proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, subject to the requirements specified in theBy-laws.
The Board continues to believe that the proxy access framework it adopted is the most appropriate framework for BD and our shareholders. Prior to the Board’s adoption of our existing proxy accessby-law, we reviewed prevailing practices of other companies that adopted proxy access, and based on our assessment, we
adopted a proxy access structure that provides shareholders with meaningful proxy access rights, balances the interests of all our shareholders, and is consistent with the prevailing practices of other large U.S. public companies with proxy access. Specifically, a20-shareholder aggregation limit has been widely adopted by companies that have proxy access.
We also believe that allowing an unlimited number of shareholders to form a group for purposes of accessing our proxy access provisions could prove unwieldy and result in an excessive administrative burden and expense for BD. In the absence of a reasonable limit, we could be required to make burdensome, time-consuming inquiries into the nature and duration of the share ownership of a large number of individual shareholders in order to verify their share ownership and confirm their eligibility under our proxy accessby-law. We believe that a reasonable aggregation limit that is consistent with prevailing best practices—such as the one contained in ourBy-laws—is appropriate in order to reduce potential administrative costs and help reduce the risk of abuse of proxy access rights.
In connection with our review of this Proposal, we reached out to many of our largest shareholders in order to understand their views on proxy access and the proposed amendment. Those institutional shareholders that we received feedback from did not support amending our current proxy access provisions as requested by the proponent.
For these reasons, we believe this Proposal is unnecessary and not in the best interests of our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 4.
SHAREHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR 2019 ANNUAL MEETING
manner described above under the heading "How to vote at the meeting or by proxy."
Shareholder proposals or director nominations for 2025 annual meeting
Any proposal that a shareholder wishes to submit for inclusion in BD’s proxy materials for
BD’s 2019the 2025 Annual Meeting pursuant to SEC Rule
14a-8 must be received by BD not later than August 16,
2018.A shareholder’s notice of nomination of one or more director candidates to be included in BD’s proxy statement and ballot pursuant to Article II. E of ourBy-laws (a “proxy access director nomination”) must be received by BD no earlier than July 17, 2018 and not later than August 16, 2018.
Notice of any other business or director nomination (that is, other than a matter brought pursuant to SEC Rule14a-8 or a proxy access director nomination) that a shareholder wishes to present for consideration at the 2019 Annual Meeting pursuant to Article II. D. of ourBy-Laws must be received by BD not earlier than September 25, 2018 and not later than October 25, 2018.
Any proposal or director nomination submitted by a shareholder in connection with the 2019 Annual Meeting must satisfy the applicable information and other requirements specified in BD’sBy-Laws, which are available on BD’s website at www.bd.com/investors/ corporate_governance/.2024. All proposals and nominations, and all supporting materials required by ourBy-Laws, must be addressed to: Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880. BD will not consider any proposal or nomination that is not timely delivered or otherwise does not meet theBy-law and SEC requirements for submitting the proposal.
A shareholder’s notice of nomination of one or more director candidates to be included in BD’s proxy statement and proxy card pursuant to Article II., Section 2.E of our By-Laws (a “proxy access director nomination”) must be received by BD not earlier than July 17, 2024 and not later than August 16, 2024.
Notice of any other business or director nomination (that is, other than a matter brought pursuant to SEC Rule 14a-8 or a proxy access director nomination) that a shareholder wishes to present for consideration at the 2025 Annual Meeting pursuant to Article II., Section 2D. of our By-Laws must be received by BD not earlier than September 25, 2024 and not later than October 25, 2024.
Any director nomination or proposal made pursuant to the By-Laws submitted by a shareholder in connection with the 2025 Annual Meeting must satisfy the applicable information and other requirements specified in BD’s By-Laws, which are available on BD’s website at investors.bd.com/corporate-governance.
Other matters
The Board is not aware of any matters to be presented at the 2024 Annual Meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting (or any adjournment or nomination.postponement thereof), the persons named in the proxy card will vote on such matters in their discretion in accordance with their best judgment.
Note about the BD website
Web addresses to the BD website throughout this document are provided for convenience only. Please note that information on or accessible through the BD website is not part of, or incorporated by reference into, this proxy statement.
Appendix ARECONCILIATION OFNON-GAAP FINANCIAL MEASURES
A. Reconciliation of non-GAAP financial measures
Presented below are reconciliations of
non-GAAP financial measures discussed in
the Compensation Discussion and Analysis section of this proxy statement to the comparable GAAP financial measure. All figures below are rounded, and totals may not add due to rounding.
2017 comparable currency-neutral
2023 base business revenue growth
(amounts in millions of dollars)
| | | | | | | | | | | | | | | | | | | | | | |
| | | A | | | B | | | C | | | D=B+C | | | E | | | F=(A-D-E)/D |
| | | 2017 | | | 2016 | | | Divestiture
revenue
adjustment | | | Comparable
2016 | | | Comparable
foreign exchange
impact | | | Comparable
currency-neutral
growth |
Total revenues | | $ | 12,093 | | | $ | 12,483 | | | $ | (842 | ) | | $ | 11,641 | | | $ | (69 | ) | | 4.5% |
2017 adjusted diluted earnings per share
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2017 | | | 2016 | | | Growth | | | Foreign
currency
translation | | | Foreign
currency-
neutral
growth | | | Growth
% | | Foreign
currency-
neutral
growth
% |
Reported diluted earnings per share(pre-tax) | | $ | 4.60 | | | $ | 4.49 | | | $ | 0.11 | | | $ | (0.23 | ) | | $ | 0.34 | | | 2.4% | | 7.6% |
Purchase accounting adjustments(pre-tax) | | | 2.20 | | | | 2.42 | | | | | | | | | | | | | | | | | |
Restructuring costs(pre-tax) | | | 0.38 | | | | 2.42 | | | | | | | | | | | | | | | | | |
Integration costs(pre-tax) | | | 1.06 | | | | 0.88 | | | | | | | | | | | | | | | | | |
Transaction costs(pre-tax) | | | 0.17 | | | | 0.04 | | | | | | | | | | | | | | | | | |
Financing costs(pre-tax) | | | 0.58 | | | | — | | | | | | | | | | | | | | | | | |
Losses on debt extinguishment(pre-tax) | | | 0.33 | | | | — | | | | | | | | | | | | | | | | | |
Lease contract modification-related charge(pre-tax) | | | 3.34 | | | | — | | | | | | | | | | | | | | | | | |
Litigation-related item(pre-tax) | | | (1.51 | ) | | | — | | | | | | | | | | | | | | | | | |
Dilutive impact | | | 0.54 | | | | — | | | | | | | | | | | | | | | | | |
Pension settlement charges(pre-tax) | | | — | | | | 0.03 | | | | | | | | | | | | | | | | | |
Income tax benefit of special item | | $ | (2.21 | ) | | $ | (1.70 | ) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted diluted earnings per share | | | 9.48 | | | | 8.59 | | | $ | 0.89 | | | $ | (0.24 | ) | | $ | 1.13 | | | 10.4% | | 13.2% |
Adjusted performance used under the PIP
2017 Revenues
(amounts in millions of dollars)
| | | | |
Reported revenues | | $ | 12,093 | |
Adjustment for favorable impact of acquisitions | | | (12 | ) |
Adjustment for unbudgeted favorable foreign currency translation | | | (8 | ) |
| | | | |
Adjusted currency-neutral revenues | | $ | 12,073 | |
2017 Adjusted EPS
| | | | |
Adjusted diluted earnings per share (see previous reconciliation) | | $ | 9.48 | |
Adjustment for unbudgeted unfavorable foreign currency translation | | | 0.09 | |
| | | | |
Adjusted currency-neutral EPS | | $ | 9.57 | |
2017 Free Cash Flow as Percentage of Sales
(amounts in millions of dollars)
| | | | |
Reported net cash provided by operating activities | | $ | 2,550 | |
Capital expenditures/capitalized software | | | (737 | ) |
| | | | |
Free cash flow (reported) | | $ | 1,813 | |
Transaction costs(pre-tax) | | | 39 | |
Integration costs charges(pre-tax) | | | 237 | |
Restructuring costs(pre-tax) | | | 28 | |
Financing costs(pre-tax) | | | 131 | |
Income tax benefit of adjustments | | | (147 | ) |
Additional cash flow adjustments(1) | | | (175 | ) |
Adjustment for unbudgeted unfavorable foreign currency translation | | | 5 | |
| | | | |
Adjusted free cash flow | | $ | 1,931 | |
| | | | | | | | | | | | | | | | | |
| | | | D=(A-B)/B | E=(A-B-C)/B |
| A | B | C | % Change |
| 2023 | 2022 | FX Impact | Reported | FXN |
| Total Revenue | $ | 19,372 | | $ | 18,870 | | $ | (349) | | 2.7% | 4.5% |
| Less: COVID-only diagnostics | 73 | | 511 | | (1) | | |
| Base Revenues (ex-COVID only testing) | $ | 19,299 | | $ | 18,358 | | $ | (347) | | 5.1% | 7.0% |
Net leverage (in millions)
(1) | Includes capital expenditure underspend compared to budget and the favorable impact of an accounting change and accounts payable timing, partially offset by unbudgeted early pension contributions. |
| | | | |
Reported Net Income from Continuing Operations | $ | 1,530 | |
| Adjusted for: | |
| Depreciation, amortization and other | 2,272 | |
| Interest expense | 452 | |
| Income taxes | 132 | |
| Share-based compensation | 259 | |
Integration costs pre-tax(1) | 67 | |
Restructuring costs pre-tax(1) | 239 | |
Separation-related items pre-tax(2) | 14 | |
European regulatory initiative-related costs pre-tax(3) | 139 | |
Product, litigation, and other items pre-tax(4) | 554 | |
| Adjusted EBITDA | $ | 5,659 | |
| Short-term Debt | 1,141 | |
| Long-term Debt | 14,738 | |
| Less: Cash, Cash Equivalents and Short-term Investments | (1,424) | |
| Net Debt | $ | 14,455 | |
Net Leverage(5) | 2.6x |
(1)Represents costs associated with acquisition-related integration and restructuring activities, as well as costs associated with simplification and cost saving initiatives.
(2)Represents costs incurred in connection with the separation of BD's former Diabetes Care business.
(3)Represents costs incurred to develop processes and systems to establish initial compliance with the European Union Medical Device Regulation and the European Union In Vitro Diagnostic Medical Device Regulation, which represent a significant, unusual change to the existing regulatory framework. We consider these costs to be duplicative of previously incurred costs and/or one-off costs, which are limited to a specific period of time. These expenses, which are recorded in Cost of products sold and Research and development expense, include the cost of labor, other services and consulting (in particular, research and development and clinical trials) and supplies, travel and other miscellaneous costs.
(4)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain product liability and legal defense costs, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs.
(5)Net Leverage is calculated by dividing Net Debt by Adjusted EBITDA.
Appendix A. Reconciliation of non-GAAP financial measures
Adjusted performance under the PIP
1. 2023 Adjusted earnings per share
| | | | | |
| Reported Diluted Earnings per Share from Continuing Operations | $ | 5.10 | |
Purchase accounting adjustments ($1.434 billion pre-tax)(1) | 4.97 | |
Integration costs ($67 million pre-tax)(2) | 0.23 | |
Restructuring costs ($239 million pre-tax)(2) | 0.83 | |
Separation-related items ($14 million pre-tax)(3) | 0.05 | |
European regulatory initiative-related costs ($139 million pre-tax)(4) | 0.48 | |
Product, litigation, and other items ($554 million pre-tax)(5) | 1.92 | |
| Impacts of debt extinguishment ($24 million pre-tax) | — | |
| Income tax benefit of special items ($(399) million) | (1.38) | |
| Adjusted Diluted Earnings per Share from Continuing Operations | $ | 12.21 | |
| Adjustment for unbudgeted foreign currency translation and divestiture (divestiture of Surgical Instrumentation Platform; closed August 2, 2023) | (0.04) | |
| Adjusted Diluted Earnings per Share from Continuing Operations used for PIP | $ | 12.17 | |
(1)Includes amortization and other adjustments related to the purchase accounting for acquisitions.
(2)Represents costs associated with acquisition-related integration and restructuring activities, as well as costs associated with simplification and cost saving initiatives.
(3)Represents costs recorded to Other operating (income) expense, net incurred in connection with the separation of BD's former Diabetes Care business.
(4)Represents costs incurred to develop processes and systems to establish initial compliance with the European Union Medical Device Regulation and the European Union In Vitro Diagnostic Medical Device Regulation, which represent a significant, unusual change to the existing regulatory framework. We consider these costs to be duplicative of previously incurred costs and/or one-off costs, which are limited to a specific period of time. These expenses, which are recorded in Cost of products sold and Research and development expense, include the cost of labor, other services and consulting (in particular, research and development and clinical trials) and supplies, travel and other miscellaneous costs.
(5)Includes certain (income) expense items which are not part of ordinary operations and affect the comparability of the periods presented. Such items may include certain product remediation costs, certain product liability and legal defense costs, certain investment gains and losses, certain asset impairment charges, and certain pension settlement costs. The amount includes a charge of $653 million to adjust the estimate of future product remediation costs to Cost of products sold and a charge of $57 million related to pension settlement costs to Other expense, net. The amount also includes a gain of $268 million related to the sale of our Surgical Instrumentation platform recorded to Other operating (income) expense, net.
2. 2023 Adjusted currency-neutral revenues (in billions)
| | | | | |
| Reported Revenues from Continuing Operations | $ | 19.37 | |
| Adjustment for unbudgeted foreign currency translation and divestiture (divestiture of Surgical Instrumentation Platform; closed August 2, 2023) | (0.43) | |
| Adjusted currency-neutral Revenues from Continuing Operations used for PIP | $ | 18.94 | |
3. 2023 Operating margin percentage (in millions)
| | | | | |
| Reported operating income | $ | 2,111 | |
| Adjusted for: | |
| Purchase accounting | 1,439 | |
| Integration costs | 67 | |
| Restructuring costs | 239 | |
| Separation-related items | 14 | |
| European regulatory initiative-related costs | 139 | |
| Product, litigation, and other items | 487 | |
Agreement services due to the Embecta spin-off(1) | 60 | |
| Unbudgeted foreign currency translation and divestiture (divestiture of Surgical Instrumentation Platform; closed August 2, 2023) | (74) | |
| Adjusted operating income | $ | 4,483 | |
| | | | | |
| Operating Margin as % of sales (reported) ($2,111/$19,372) | 10.9 | % |
| Adjusted currency-neutral Operating Margin as a % of sales used for PIP ($4,483/$18,935) | 24.0 | % |
(1)In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. The Company and Embecta entered into certain service agreements to provide a framework for the relationship between the Company and Embecta after the spin-off.
| | | | | |
| 2024 Notice of Annual Meeting and Proxy Statement | A-2 |
Appendix A. Reconciliation of non-GAAP financial measures
4. 2023 Free cash flow as a percentage of sales (in millions)
| | | | | |
| Reported net cash provided by operating activities | $ | 2,990 | |
| Capital expenditures and capitalized software | (941) | |
| Free cash flow (reported) | $ | 2,049 | |
| Adjusted for: | |
| Integration costs | 67 | |
| European regulatory initiative-related costs | 139 | |
| Transaction gain/loss and other litigation-related matters | 10 | |
| Restructuring costs | 239 | |
| Separation-related items | 14 | |
| Brazil environmental remediation | 5 | |
| Pension settlement | 57 | |
| Income tax benefit of adjustments | (127) | |
Non-operating related costs(1) | 393 | |
| Unbudgeted foreign currency translation | (22) | |
| Unbudgeted foreign currency translation and divestiture (divestiture of Surgical Instrumentation Platform; closed August 2, 2023) | 7 | |
| Adjusted free cash flow | $ | 2,832 | |
| | | | | |
Free cash flow as a % of sales (reported) ($1,813/2,049/$12,093)19,372) | 10.6 | | 15 | % |
Adjusted currency-neutral freeFree cash flow as a % of sales ($1,931/2,832/$12,073) 18,935) used for PIP | 15.0 | | 16 | % |
(1)Includes litigation and product remediation payments.
| | | | | | | | | | |
| | | | | | 
|
| | | | Electronic Voting Instructions
|
| | | | Available 24 hours a day, 7 days a week! |
| | | | Instead of mailing your proxy, you may choose one of the voting
methods outlined below to vote your proxy.
|
| | | | | | Vote by Internet |
| | | | | | • Go towww.envisionreports.com/BDX. |
| | | | | | • Or scan the QR code with your smartphone. |
| | | | | | • Follow the steps outlined on the secure website. |
| | | | 
| | Vote by telephone
|
| | | | • Within the USA, US territories and Canada, call toll free1-800-652- |
| | | | VOTE (8683) on a touch tone telephone.
|
| | | | There is No CHARGE to you for the call.
|
| | | | • Outside the USA, US territories and Canada, call 1-781-575-2300 on a |
| | | | | | touch tone telephone. Standard rates will apply.
|
| | | | VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
|
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | ☒ | | | | Voting instructions submitted by GSIP participants must be received by 12:00 p.m., EST, on January 17, 2018. Voting instructions submitted by all other BD plan participants must be received by 12:00 p.m., EST, on January 19, 2018. All proxies submitted by record holders through the Internet or telephone must be received by 11:00 a.m., EST, on January 23, 2018. |
q IF YOU DO NOT VOTE VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
| | | | |
A | | Proposals — The Board of Directors recommends a voteFOR all the nominees listed;FOR Proposals 2 and 3; andAGAINST Proposal 4. |
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
1. Election of Directors: | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | + | | |
01 - Catherine M. Burzik | | ☐ | | ☐ | | ☐ | | 06 - Marshall O. Larsen | | ☐ | | ☐ | | ☐ | | 10 - Claire Pomeroy | | ☐ | | ☐ | | ☐ | | |
| | | | | | | | | | | | | |
02 - R. Andrew Eckert | | ☐ | | ☐ | | ☐ | | 07 - Gary A. Mecklenburg | | ☐ | | ☐ | | ☐ | | 11 - Rebecca W. Rimel | | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | | | | | | |
03 - Vincent A. Forlenza | | ☐ | | ☐ | | ☐ | | 08 - David F. Melcher | | ☐ | | ☐ | | ☐ | | 12 - Timothy M. Ring | | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | | | | | | |
04 - Claire M. Fraser | | ☐ | | ☐ | | ☐ | | 09 - Willard J. Overlock, Jr. | | ☐ | | ☐ | | ☐ | | 13 - Bertram L. Scott | | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | | | | | | |
05 - Christopher Jones | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstain | | | | | | For | | Against | | Abstain | | | | |
2. Ratification of selection of independent
registered public accounting firm.
| | ☐ | | ☐ | | ☐ | | | | 4. Shareholder proposal to amend the Company’s proxy access by-law.
| | ☐ | | ☐ | | ☐ | | | | |
| | For | | Against | | Abstain | | | | | | | | | | | | | | |
3. Advisory vote to approve named executive
officer compensation.
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | |
| | | | |
B | | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below | | |
| | | | | | | | | | | | | | | | | | |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, custodian, or other representative capacity, please give full title. | | |
| | | | | | |
Date (mm/dd/yyyy) — Please print date below.
| | Signature 1 — Please keep signature within the box.
| | Signature 2 — Please keep signature within the box.
| | |
Dear Shareholder/Plan Participant:
Becton, Dickinson and Company (“BD”) encourages you to take advantage of convenient ways by which you can vote or direct the voting of your shares. You can vote your shares 24 hours a day, 7 days a week, using either a touch-tone telephone or through the Internet. Your telephone or Internet vote authorizes the proxies named on the below proxy/voting instruction card in the same manner as if you marked, signed, dated and returned the proxy/voting instruction card. If you choose to vote your shares by telephone or through the Internet, there is no need to mail back your proxy/voting instruction card. To vote your shares electronically, please have this voting form in hand and follow the instructions outlined on the reverse side.
Your vote is important. Thank you for voting.
q IF YOU DO NOT VOTE VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
| | |
Proxy / Voting Instruction Card — BECTON, DICKINSON AND COMPANY
| | + |
Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting on January 23, 2018
The undersigned hereby appoints Vincent A. Forlenza, Christopher R. Reidy and Gary DeFazio, and any of them, with full power of substitution, as proxies to attend the Annual Meeting of Shareholders of the Company to be held at 1:00 p.m. EST on Tuesday, January 23, 2018 at the Four Seasons Hotel New York, 57 East 57th Street, New York, New York, and any adjournment thereof, and to vote all shares of the common stock of the Company which the undersigned is entitled to vote upon each of the matters referred to in this proxy and, in their discretion, upon such other matters as may properly come before the meeting. This does not apply to shares held through Company plans, which are addressed below.
Where no choice is made on the reverse side of this form, the proxies will vote FOR all Director nominees; FOR Proposals 2 and 3; and AGAINST Proposal 4.
For plan participants.This card constitutes voting instructions to the respective trustees for any shares of common stock allocated to the undersigned under the Company’s 1996 Directors’ Deferral Plan (“DDP”), the Company’s Deferred Compensation and Retirement Benefit Restoration Plan (“Restoration Plan”) and, when so provided, the Global Share Investment Program (“GSIP”), and also constitutes voting instructions to the respective trustees for a proportionate number of shares of common stock in the DDP, Restoration Plan and GSIP for which voting instructions are not received. To the extent the undersigned has been allocated shares of common stock through the Company’s 401(k) Plan, the undersigned is considered a named fiduciary. As a named fiduciary, this card constitutes instructions to the 401(k) Plan trustee as to how to vote those shares. Shares for which no voting instructions are received by the 401(k) Plan trustee will be voted in the same proportion as those shares for which timely instructions have been received.
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE. If you do not vote by telephone or over the Internet, please sign and return this card using the enclosed envelope.
(Items to be voted appear on reverse side.)
| | | | | | |
Change of Address— Please print your new address below.
A-3 | | Comments— Please print your comments below.
| | Meeting Attendance
| | |
| | | | | | | | | | |
| | | | | | | | Mark the box to the right if you plan to attend the Annual Meeting (for record holders only). | | ☐ |
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∎
| | IF VOTING BY MAIL, COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. | | + |
