DEF 14A of Becton Dickinson & Co, Dec 14, 2023

DEF 14A of Becton Dickinson & Co

Filed Dec 14, 2023 · FY20230000010795-23-000118

Open on EDGAR

  1. Total Number of Nominees: 11

    | | 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. | | 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. Incorporate ESG 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. | | 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. |

  2. Total Number of Nominees: 11

    The Compensation Discussion and Analysis beginning on page 47 of this proxy statement describes BD’s executive compensation program and the compensation decisions made with respect to our Chief Executive Officer ("CEO") and the other executive officers named in the Summary Compensation Table on page 68.

  3. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 11 |

  4. Total Number of Nominees: 11

    Members of the BD Board of Directors (the "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. 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 were previously elected at the 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"). 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. BD directors have a variety of backgrounds, which reflects the Board’s continuing efforts to achieve a mix of diverse viewpoints, insights and 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 capability that is relevant to the Board’s oversight of 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.

  5. Total Number of Nominees: 11

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |

  6. Total Number of Nominees: 11

    | 12 | |

  7. Total Number of Nominees: 11

    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.

  8. Total Number of Nominees: 11

    | | | | | | | | | | | | | | 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 | | | | | | | | | | | |

  9. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 13 |

  10. Total Number of Nominees: 11

    Nominees for director William M. Brown | 61 Former Chairman and Chief Executive Officer, L3Harris Technologies

  11. Total Number of Nominees: 11

    | 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) |

  12. Total Number of Nominees: 11

    Catherine M. Burzik | 73 Former President and Chief Executive Officer, Kinetic Concepts, Inc.

  13. Total Number of Nominees: 11

    | Director Since: 2013 Independent: Yes Committees: •Quality and Regulatory (Chair) •Corporate Governance and Nominating | Skills and experience Ms. Burzik is a seasoned executive in the healthcare 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 global healthcare field. Professional background •Appointed as Interim CEO of Orthofix Medical Inc. in September 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, 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. Public directorships •Orthofix Medical Inc. (Chair of the Board and Interim CEO) Former public directorships (last 5 years) •Haemonetics Corporation |

  14. Total Number of Nominees: 11

    | 14 | |

  15. Total Number of Nominees: 11

    Carrie L. Byington, M.D. | 60 Special Adviser to the President, University of California Health

  16. Total Number of Nominees: 11

    | 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 possesses 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 University of California Health, the largest public academic healthcare system in the United States, since 2023. •Executive Vice President of University of California Health from 2019 to 2023. •Served as Dean of the 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. |

  17. Total Number of Nominees: 11

    R. Andrew Eckert | 62 Former Chief Executive Officer, Zelis Inc.

  18. Total Number of Nominees: 11

    | Director Since: 2016 Independent: Yes Committees: •Compensation and Human Capital (Chair) •Audit | Skills and experience Mr. Eckert is a leader in the growing field of healthcare information technology, with extensive experience as an executive officer of several healthcare companies. He also 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 other public companies. Professional background •Currently serves as a Senior 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 2019. •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 Chief Executive Officer of TriZetto Corporation, a payer technology solutions firm, until its sale in November 2014. Public directorships •Fortrea Holdings Inc. (Lead Director) Former public directorships (last 5 years) •Varian Medical Systems, Inc. |

  19. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 15 |

  20. Total Number of Nominees: 11

    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

  21. Total Number of Nominees: 11

    | Director Since: 2006 Independent: Yes Committees: •Compensation and Human Capital •Corporate Governance and Nominating | Skills and experience Dr. Fraser is an internationally recognized scientist who 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, having established and led two large research institutes for over 30 years, and through her experience 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 2007. •Served as President and Director of The Institute for Genomic Research, a not-for-profit research organization engaged in human and microbial genomics studies, from 1998 to 2007. •Previously served as Chair of the 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. |

  22. Total Number of Nominees: 11

    Jeffrey W. Henderson | 59 Former Chief Financial Officer of Cardinal Health Inc.

  23. Total Number of Nominees: 11

    | 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 a deep knowledge of the industry, along with strong financial, strategic and operational expertise and significant international experience. Mr. Henderson also brings 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 healthcare industry. •Served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. Public directorships •Qualcomm, Inc. •FibroGen, Inc. •Halozyme Therapeutics, Inc. (Chair of the Board) |

  24. Total Number of Nominees: 11

    | 16 | |

  25. Total Number of Nominees: 11

    Christopher Jones | 68 Former Chief Executive Officer, JWT Worldwide

  26. Total Number of Nominees: 11

    | Director Since: 2010 Independent: Yes Committees: •Audit •Corporate Governance and Nominating (Chair) | Skills and experience Mr. Jones brings 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. Professional background •Served as Chief Executive Officer of JWT Worldwide (previously known as J. Walter Thompson), an international marketing firm, from 1996 to 2001. •Chair of the Board of Trustees of The Pew Charitable Trusts and member of the Board of Directors of 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. |

  27. Total Number of Nominees: 11

    Thomas E. Polen | 50 Chairman, Chief Executive Officer and President, BD

  28. Total Number of Nominees: 11

    | Director Since: 2020 Independent: No Committees: None | Skills and experience Mr. Polen has spent over 20 years with BD in a number of capacities of increasing responsibility, including oversight responsibility for all three of BD's business segments, global research and development, innovation, operations and the commercial organization of BD's Americas region. Mr. Polen brings to the Board extensive industry experience and business expertise, particularly in the areas of strategy and innovation, and in-depth knowledge of BD’s businesses and served markets. 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 BD’s Medical segment prior to becoming President. Public directorships •Walgreens Boots Alliance |

  29. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 17 |

  30. Total Number of Nominees: 11

    Timothy M. Ring | 66 Former Chairman and Chief Executive Officer, C. R. Bard, Inc.

  31. Total Number of Nominees: 11

    | Director Since: 2017 Independent: Yes Committees: •Audit •Quality and Regulatory | Skills and experience Mr. Ring 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 from 2003 until 2017, when it was acquired by BD. •Co-founder of TEAMFund, Inc., an impact fund focused on delivering medical technology to sub-Saharan Africa and India. Public directorships •Quest Diagnostics Incorporated (Lead Director) |

  32. Total Number of Nominees: 11

    Bertram L. Scott | 72 Former Chief Executive Officer, Affinity Health Plan

  33. Total Number of Nominees: 11

    | 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 corporate governance and business expertise in the insurance and healthcare fields. Professional background •Served as Senior Vice President of Population Health of Novant Health from 2015 to 2019. •Previously served as President and Chief Executive Officer of Affinity Health Plan, and as President, U.S. Commercial of CIGNA Corporation. •Also previously served as Executive Vice President of TIAA-CREF and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company. 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. |

  34. Total Number of Nominees: 11

    | 18 | |

  35. Total Number of Nominees: 11

    Joanne Waldstreicher, M.D. | 63 Former Chief Medical Officer, Johnson & Johnson

  36. Total Number of Nominees: 11

    | Director Since: 2023 Independent: Yes Committees: •Corporate Governance and Nominating •Quality and Regulatory | Skills and experience Dr. Waldstreicher brings to the Board over 30 years of experience in clinical and strategic 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 Reagan Foundation for the U.S. Food and 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. |

  37. Total Number of Nominees: 11

    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 experiences 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:

  38. Total Number of Nominees: 11

    | Evaluation of Board Composition | è | Assessment of Individual Directors | è | Nomination of Directors |

  39. Total Number of Nominees: 11

    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 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.

  40. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 19 |

  41. Total Number of Nominees: 11

    Board self-evaluation process The Board believes a rigorous self-evaluation process is important 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 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 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 conduct of Board meetings. In addition, as a result of its annual review of Board composition and recognizing the need for fresh perspectives, the Board has added three new directors in the last three years.

  42. Total Number of Nominees: 11

    | 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 |

  43. Total Number of Nominees: 11

    Director representation Diversity of thought has long been a core value of BD. The Board believes 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 important for modeling the inclusive culture at BD. To that end, consideration of the overall diversity of our board remains an important factor in board succession planning and director recruitment, and the Board has adopted a 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 opportunities to increase the diversity of the Board where appropriate.

  44. Total Number of Nominees: 11

    | 20 | |

  45. Total Number of Nominees: 11

    Director nomination process Role of the Governance Committee

  46. Total Number of Nominees: 11

    | 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. | | | | | | 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. | | | | | | 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. | | | | | | 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. |

  47. Total Number of Nominees: 11

    In July 2023, the Board elected Dr. Joanne Waldstreicher to the Board. Dr. Waldstreicher was identified by a 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.

  48. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 21 |

  49. Total Number of Nominees: 11

    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. 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.

  50. Total Number of Nominees: 11

    | 22 | |

  51. Total Number of Nominees: 11

    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.

  52. Total Number of Nominees: 11

    | 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. |

  53. Total Number of Nominees: 11

    Committee membership and function Set forth below are the members of each Committee and a summary description of each Committee’s areas of oversight. Audit Committee

  54. Total Number of Nominees: 11

    | Members Jeffrey W. Henderson (Chair) Carrie L. Byington, M.D. R. Andrew Eckert Christopher Jones Timothy M. Ring Meetings in 2023: 9 | Principal Responsibilities: •Retains and reviews the qualifications, independence and performance of BD’s 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 integrity of BD’s internal control over financial reporting. •Reviews BD’s guidelines and policies relating to enterprise risk assessment and management, including financial risk and cybersecurity and data privacy risk exposures. •Oversees BD’s ethics and compliance programs. •Reviews financial strategies regarding currency, interest rates and use of derivatives, and reviews BD’s insurance program. |

  55. Total Number of Nominees: 11

    The Board has determined that each Audit Committee member meets the independence and financial literacy requirements of the New York Stock Exchange ("NYSE") for audit committee members. The Board also has determined that each of Messrs. Henderson and Ring qualifies as an “audit committee financial expert” under the rules of the SEC.

  56. Total Number of Nominees: 11

    | 2024 Notice of Annual Meeting and Proxy Statement | 23 |

  57. Total Number of Nominees: 11

    Compensation and Human Capital Committee

  58. Total Number of Nominees: 11

    | Members R. Andrew Eckert (Chair) William M. Brown Clare M. Fraser, Ph.D. Jeffrey W. Henderson Marshall O. Larsen Bertram L. Scott Meetings in 2023: 5 | Principal Responsibilities: •Reviews BD’s compensation and benefits programs, recommends the compensation of BD’s 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 BD's executive officers. •Serves as the granting and administrative committee for BD’s equity compensation 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. |

  59. Role of the independent consultant

    Role of the independent consultant The Compensation Committee is also assisted in fulfilling its responsibilities by its independent consultant, Semler Brossy Consulting Group ("Semler Brossy"). Semler Brossy is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee has not identified any conflict of interest on the part of Semler Brossy, or any factor that would otherwise impair the independence of the firm relating to the services performed by them 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 2023, Semler Brossy was not engaged to perform any services for BD or BD’s management. The Compensation Committee has adopted a policy prohibiting its 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. During the past fiscal year, the Compensation Committee's independent consultants: •reviewed materials prepared for the Compensation Committee by management, •provided market comparison data and other materials requested by the Compensation Committee, and assisted the Compensation Committee in the design and implementation of BD’s compensation program, including the selection of the key elements of the program, the setting of targeted pay and the selection of performance metrics,

  60. Role of the independent consultant

    | 24 | |

  61. Role of the independent consultant

    •made recommendations regarding the compensation of BD’s CEO, •conducted an annual review of the compensation practices of select peer companies, and advised the Compensation Committee with respect to the competitiveness of BD’s compensation program in comparison to industry practices, and identified any trends in executive compensation, and •attended Compensation Committee meetings.

  62. Note about website and ESG reports

    | 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) |

  63. Note about website and ESG reports

    | 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 |

  64. Offering a competitive compensation structure

    Offering a competitive compensation structure •We have established and intend to maintain a competitive structure that supports the recruitment and retention of high-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 provided and analyzed by the Compensation Committee’s independent consultant.

  65. COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | | 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. | | 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. Incorporate ESG 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. | | 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. |

  66. COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | 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 | | 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%) | | | | |

  67. COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | | Fixed | Variable | | | | | | Base Salary | PIP | Long-Term Incentives | | | | | | | SARs | Performance Units | TVUs | | What? | Cash | Cash | Equity | Equity | Equity | | When? | Annual | Annual | 10-year term | 3-year performance period | 3-year vesting period | | 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. | | 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. | | |

  68. 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 | | |

  69. 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. | |

  70. Performance factor determined based on BD’s performance

    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.

  71. Performance factor determined based on BD’s performance

    | 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. |

  72. Performance factor determined based on BD’s performance

    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.

  73. Performance factor determined based on BD’s performance

    | 2023 Equity Compensation Awards | | |

  74. Performance unit metrics and payout formula

    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 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.

  75. Performance unit metrics and payout formula

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  76. Performance unit metrics and payout formula

    ROIC Factor:

  77. Performance unit metrics and payout formula

    | | 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% |

  78. Performance unit metrics and payout formula

    Revenue Factor:

  79. Performance unit metrics and payout formula

    | | 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% |

  80. Performance unit metrics and payout formula

    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.

  81. Performance unit metrics and payout formula

    | TSR Modifier (+/- 20%) | | | Percentile | Modifier | | >=85th | 1.2x | | 50th | 1.0x | | <=25th | .8x |

  82. Performance unit metrics and payout formula

    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 performance 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 focusing BD's product portfolio in higher-growth areas and the 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.

  83. Performance unit metrics and payout formula

    | 2024 Notice of Annual Meeting and Proxy Statement | 59 |

  84. Performance unit metrics and payout formula

    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.

  85. Performance unit metrics and payout formula

    | | 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% |

  86. Performance unit metrics and payout formula

    * 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.

  87. Performance unit metrics and payout formula

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  88. Performance unit metrics and payout formula

    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.

  89. Performance unit metrics and payout formula

    | 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% |

  90. Performance unit metrics and payout formula

    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.”

  91. Performance unit metrics and payout formula

    | 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 |

  92. Performance unit metrics and payout formula

    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.

  93. Performance unit metrics and payout formula

    | 2024 Notice of Annual Meeting and Proxy Statement | 61 |

  94. Performance unit metrics and payout formula

    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 former 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 second installments of her 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 of equity compensation in calculating pension benefits. A more complete description of these pension benefits begins on page 73.

  95. Performance unit metrics and payout formula

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  96. Performance unit metrics and payout formula

    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 company 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 compensation objectives and market practices. 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 both 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. 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.

  97. Performance unit metrics and payout formula

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  98. Performance unit metrics and payout formula

    Executive officer cash severance policy As discussed earlier on page 52, in response to the shareholder 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 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 compensation The role of the Compensation Committee, its consultant and management The Compensation Committee oversees the compensation program for our executive 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, Semler Brossy, and BD’s senior management. Additional information about our process for setting executive compensation, including the roles of the Compensation Committee’s independent consultant and management, is found beginning on page 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, Semler Brossy did not perform any services for BD or BD management in 2023. The use of market comparison data The Compensation Committee considers several 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 are chosen by the Compensation Committee after considering the recommendations of its independent consultant and management. 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 compete with BD for executive talent. The companies in the Comparison Group for 2023 are below.

  99. Performance unit metrics and payout formula

    | Comparison group | | | | Abbott Laboratories Agilent Technologies, Inc. Baxter International Inc. | Boston Scientific Corporation Danaher Corporation Medtronic plc | Stryker Corporation Thermo Fisher Scientific Inc. Zimmer Biomet Holdings, Inc. |

  100. Performance unit metrics and payout formula

    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 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 Messrs. Garrison and Hickey, data from a secondary peer group was also used due to insufficient Comparison Group benchmark data for their respective roles.

  101. Performance unit metrics and payout formula

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  102. Performance unit metrics and payout formula

    Comparison group data

  103. Performance unit metrics and payout formula

    | Revenue for the twelve months ended September 30, 2023 (in millions) ($) | Market capitalization September 30, 2023 (in millions) ($) | | | |

  104. Performance unit metrics and payout formula

    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 that paid to persons holding the same or similar positions at the Comparison Group or secondary peer group companies, as applicable, using available market comparison data regarding these companies as a guide. The Compensation Committee (and the independent directors, 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 seeks to set the compensation of our named executive officers within a competitive range of 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. 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 other 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 Annually, the Compensation Committee is provided with a “tally sheet” report prepared by management regarding the named executive 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 gain additional perspective on the value the executives have accumulated from prior equity awards and plan accruals and their retentive value. 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. 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. •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.

  105. Performance unit metrics and payout formula

    | 2024 Notice of Annual Meeting and Proxy Statement | 65 |

  106. Performance unit metrics and payout formula

    •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. •Balanced set of multiple performance 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 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 the pledging of BD shares or hedging against the economic risk of their ownership. •“Clawback Policies”. As discussed further below, we have in place policies that provide for the recovery of performance-based compensation from our executive officers and other senior managers in the event of a financial statement restatement or a breach of restrictive covenants. Significant policies and other information regarding executive compensation Clawback policies In accordance with the listing standards and rules of the NYSE, the Board has adopted a "mandatory clawback policy" that requires the Board to recoup excess compensation paid to our executive officers as a result of a financial statement restatement, regardless of any misconduct, fault or illegal activity on the part of the executive office. The Board is also continuing to maintain a "discretionary clawback policy" allowing the Board to seek recoupment from a broader group of senior managers across the Company in the event of a restatement, as well as for 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 senior executives are required to retain 50% of the net after-tax shares received from any equity compensation awards granted to them after they become subject to the guidelines. They are subject to this requirement until they achieve and maintain the required ownership level set forth below. All the named executive officers have either met or are on track to meet their ownership target.

  107. Performance unit metrics and payout formula

    | Position | Multiple | | CEO | 6 times salary | | Other Executive Officers | 3 times salary | | Certain Other Senior Executives | 1 times salary |

  108. Performance unit metrics and payout formula

    | What counts as ownership •Shares held directly •Shares held through 401(k) Plan, Restoration Plan and Global Share Investment Program ("GSIP") •PTVUs and TVUs | What does not count as ownership •Unexercised SARs •Unvested Performance Units |

  109. Performance unit metrics and payout formula

    Pledging and hedging policy We have a policy that prohibits all of our associates (including the named executive officers) and members 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 risk of any decrease in the market value of BD shares or other BD securities granted to them as part of their compensation from BD or that are held directly or indirectly by them.

  110. Performance unit metrics and payout formula

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  111. Performance unit metrics and payout formula

    Equity award policy 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” awards approved by our CEO to be made on certain fixed dates. The policy also prohibits manipulating the timing of the public release of information 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 While the Compensation Committee has generally attempted 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 has maintained the flexibility to award compensation that may not be tax-deductible if doing so furthers the objectives of our executive compensation program.

  112. Performance unit metrics and payout formula

    | 2024 Notice of Annual Meeting and Proxy Statement | 67 |

  113. Performance unit metrics and payout formula

    Fiscal year 2023 summary compensation table The following table shows the compensation provided by BD to each of the named executive officers in fiscal year 2023.

  114. Performance unit metrics and payout formula

    | 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) |

  115. Pension Benefits at 2023 Fiscal Year-End

    Pension Benefits at 2023 Fiscal Year-End

  116. 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 |

  117. Pension Benefits at 2023 Fiscal Year-End

    Calculation of benefits under BD plans Final average pay provisions. 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% of average final covered compensation, plus 1.5% of average final excess compensation) multiplied by years and months of credited service. For purposes of the formula, “average final covered compensation” is 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 final average pay benefit accrued based on service and pay through December 31, 2012.

  118. Pension Benefits at 2023 Fiscal Year-End

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  119. Pension Benefits at 2023 Fiscal Year-End

    Cash balance 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:

  120. Pension Benefits at 2023 Fiscal Year-End

    | Age plus years of credited service as of the upcoming December 31 | Credit percentage | | Less than 40 | 3% | | 40-49 | 4% | | 50-59 | 5% | | 60-69 | 6% | | 70 or more | 7% |

  121. Pension Benefits at 2023 Fiscal Year-End

    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. 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. 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. 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. 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 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, 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. The 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 deferred amounts

  122. Pension Benefits at 2023 Fiscal Year-End

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  123. Pension Benefits at 2023 Fiscal Year-End

    due under the Restoration Plan. When such payments are due, cash and/or stock will be distributed from BD’s general assets. BD has purchased corporate-owned life insurance that seeks to replicate the returns on cash amounts deferred under the plan to substantially offset this liability. The following table sets forth information regarding activity during fiscal year 2023 in the deferred compensation accounts of the named executive officers.

  124. Nonqualified Deferred Compensation in Fiscal Year 2023

    Nonqualified Deferred Compensation in Fiscal Year 2023

  125. 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 |

  126. Nonqualified Deferred Compensation in Fiscal Year 2023

    (1)The following amounts are reported as compensation in the fiscal year 2023 “Salary” column of the 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 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, 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 actual termination.

  127. Nonqualified Deferred Compensation in Fiscal Year 2023

    | 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 |

  128. Nonqualified Deferred Compensation in Fiscal Year 2023

    (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.

  129. Nonqualified Deferred Compensation in Fiscal Year 2023

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  130. Nonqualified Deferred Compensation in Fiscal Year 2023

    The amounts shown in the above table do not include vested deferred compensation distributable upon termination, which is shown on page 76, or the value of vested SARs held by the named executive officers as of September 30, 2023, which is shown on page 73. Payments upon termination under change in control agreements BD has entered into an agreement with each of the named executive officers that provides for the continued employment of the executive for a period of two years following a change in control of BD. The agreement is designed to retain the executive 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 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 award 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 provides that, in the event the executive is terminated without “cause” or the executive terminates his 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 of termination (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 Mr. Polen, and two times for the other named executive officers, the sum of the executive’s annual salary and Incentive Payment; •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 Mr. Polen, and 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 the 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. 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.

  131. Nonqualified Deferred Compensation in Fiscal Year 2023

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  132. Nonqualified Deferred Compensation in Fiscal Year 2023

    The following table sets forth the estimated benefits the named executive officers would receive under their 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, 2023.

  133. Nonqualified Deferred Compensation in Fiscal Year 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 |

  134. Nonqualified Deferred Compensation in Fiscal Year 2023

    Accelerated vesting of equity compensation awards upon a change in control Our equity grants include a double-trigger vesting provision upon a change in control. Under this provision, unvested 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 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, the named executive officer’s: •unvested SARs become fully exercisable for their remaining term; •unvested PTVUs and TVUs vest in full; and •unvested Performance Units 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, the named executive officer’s: •unvested SARs are forfeited and the named executive officer is entitled to exercise any then-vested SARs for three months following termination; •unvested PTVUs and TVUs are forfeited; and •unvested Performance Units 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, the named executive officer’s: •unvested SARs become fully exercisable for their remaining term; •unvested PTVUs and TVUs fully vest; and •unvested Performance Units vest pro rata based on the amount of the vesting period that had elapsed. The payments would be based on award targets.

  135. Nonqualified Deferred Compensation in Fiscal Year 2023

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  136. Nonqualified Deferred Compensation in Fiscal Year 2023

    CEO pay ratio Under the rules of the SEC, we are required to disclose the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all our other employees. For fiscal year 2023, the median annual total compensation of all our employees (other than Mr. Polen) was $42,404 and Mr. Polen’s annual total compensation (as reported in the Summary Compensation Table on page 68) was $17,309,938. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median annual total compensation of all our other worldwide employees was 408 to 1. In accordance with SEC rules, we identified the 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 year. We then calculated the annual compensation of the median employee using the same methodology used to calculate Mr. Polen’s compensation for the Summary Compensation Table. BD believes that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology 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 methodologies, 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 ratios 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 companies’ businesses.

  137. Nonqualified Deferred Compensation in Fiscal Year 2023

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  138. Nonqualified Deferred Compensation in Fiscal Year 2023

    Pay versus performance table The following table sets forth the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Revenue over such years in accordance with SEC rules.

  139. Nonqualified Deferred Compensation in Fiscal Year 2023

    | | | | | | 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 |

  140. Nonqualified Deferred Compensation in Fiscal Year 2023

    (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 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 CEO and average compensation “actually paid” for our non-CEO NEOs reflects the amounts set forth in columns (b) and (d) of the table above, respectively, adjusted as set forth in the table below in accordance with SEC 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.

  141. Nonqualified Deferred Compensation in Fiscal Year 2023

    | | 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 |

  142. Nonqualified Deferred Compensation in Fiscal Year 2023

    | 80 | |

  143. Nonqualified Deferred Compensation in Fiscal Year 2023

    Fair values of equity awards set forth in the 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 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 aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the 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 rules 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 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.

  144. Nonqualified Deferred Compensation in Fiscal Year 2023

    | Performance Measures | | Revenue* | | Adjusted EPS* | | Free cash flow* | | Operating margin* | | ROIC* |

  145. Nonqualified Deferred Compensation in Fiscal Year 2023

    * These performance measures do not conform to generally accepted accounting principles. The Compensation Discussion and Analysis section beginning on page 47 includes a description of these metrics. Analysis of the information presented in the pay versus performance table As described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects 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 a 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.

  146. Nonqualified Deferred Compensation in Fiscal Year 2023

    | 2024 Notice of Annual Meeting and Proxy Statement | 81 |

  147. Compensation Actually Paid versus Total Shareholder Return

    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.

  148. Compensation Actually Paid versus Net Income

    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 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.

  149. Compensation Actually Paid versus Revenue

    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.

  150. Compensation Actually Paid versus Revenue

    | 82 | |

  151. Compensation Actually Paid versus Revenue

    Securities owned by certain 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 person has the right to acquire within 60 days.

  152. Compensation Actually Paid versus Revenue

    | 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% |

  153. Compensation Actually Paid versus Revenue

    (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.

  154. Compensation Actually Paid versus Revenue

    | 2024 Notice of Annual Meeting and Proxy Statement | 83 |

  155. Compensation Actually Paid versus Revenue

    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.