DEF 14A of Becton Dickinson & Co, Dec 18, 2025

DEF 14A of Becton Dickinson & Co

Filed Dec 18, 2025 · FY20250001628280-25-057846

Open on EDGAR

  1. Total Number of Nominees: 13

    Total Number of Nominees: 13

  2. Total Number of Nominees: 13

    | | Female | Male | | Director Nominees | 4 | 9 | | Number of Director Nominees who identify in Any of the Categories | | | | African American or Black | 1 | 1 | | Alaska Native or Native American | — | — | | Asian | — | — | | Hispanic, Latino or Spanish Origin | 1 | — | | Native Hawaiian or Other Pacific Islander | — | — | | White | 2 | 8 | | Other | — | — | | Two or More Races or Ethnicities | — | — | | Did not Disclose Demographic Background | — | — |

  3. Total Number of Nominees: 13

    | 8 | |

  4. Total Number of Nominees: 13

    Governance best practices BD’s commitment to good corporate governance is embodied in our Statement of Corporate Governance Principles ("Governance Principles"). The Governance Principles set forth the BD Board of Directors’ (the “Board”) views and practices regarding a number of governance topics, and the Corporate Governance and Nominating Committee (the "Governance Committee") assesses the Governance Principles on an ongoing basis in light of current best practices. The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found beginning on page 40.

  5. Total Number of Nominees: 13

    | Corporate Governance Practices | | •Annual election of directors •Majority voting standard for election of directors •12 out of 13 director nominees are independent •Robust lead director structure •Lead Director and Governance Committee Chair conduct annual board self-evaluation •Rigorous annual board self-evaluation and director renomination process •Shareholder right to call special meetings •Proxy access by-law •Shareholder right to act by written consent •Restrictions on corporate political contributions •Annual report of charitable contributions •Director and executive officer share ownership requirements •Overboarding policy •No poison pill •Active shareholder engagement process •Mandatory director retirement policy •Robust director orientation and education process |

  6. Total Number of Nominees: 13

    | Proposal 2 | | Ratification of selection of independent registered public accounting firm | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. | |

  7. Total Number of Nominees: 13

    Ernst & Young LLP (“E&Y”) has been selected by the Audit Committee as the Company’s independent registered public accounting firm (referred to herein as the “independent auditors”) for fiscal year 2026. The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of BD’s independent auditors. Shareholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection. A representative of E&Y is expected to attend the 2026 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.

  8. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 9 |

  9. Total Number of Nominees: 13

    | Proposal 3 | | Advisory vote to approve named executive officer compensation | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3. | |

  10. Total Number of Nominees: 13

    The Compensation and Human Capital Committee (the "Compensation Committee") believes the primary objective of the BD compensation program is to fully support the strategic business goal of delivering superior long-term shareholder returns through sustained profitable growth. As such, the program is intended to ensure a high degree of alignment between executive pay and the long-term value and financial soundness of BD. CEO target direct compensation mix

  11. Total Number of Nominees: 13

    | 10 | |

  12. Total Number of Nominees: 13

    Our compensation objectives and practices

  13. Total Number of Nominees: 13

    | | 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 advise on designing our compensation program and making compensation decisions. Benchmark compensation levels and design to support a competitive compensation program. | No employment agreements with our executive officers. Do not follow market practices that are not aligned with the Company's business or talent strategies. | | 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. Large majority of compensation is at-risk and tied to the performance of the Company. | 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. 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, breaches of restrictive covenants or certain misconduct that goes beyond requirements of NYSE listing standards. 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. |

  14. Total Number of Nominees: 13

    The Compensation Discussion and Analysis beginning on page 50 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 73.

  15. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 11 |

  16. Total Number of Nominees: 13

    | Proposal 4 | | Approval of an amendment to the 2004 employee and director equity-based compensation plan | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4. | |

  17. Total Number of Nominees: 13

    Shareholders are being asked to approve an amendment to the 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") to increase the number of authorized shares available for awards by 3,935,000 shares, from 51,700,000 to 55,635,000. Awards under the 2004 Plan are an important tool used by the Company to attract, retain and motivate associates throughout the BD organization. The Board believes BD must continue to offer equity compensation awards to successfully attract and retain the best possible BD associates.

  18. Total Number of Nominees: 13

    | 12 | |

  19. Total Number of Nominees: 13

    BD Board members are elected to serve a term of one year and until their successors have been elected and qualified. All of the director nominees have consented to being named in this proxy statement and to serve if elected. As of the date of this proxy statement, the Board has 14 members, 13 of which are standing for re-election at the 2026 Annual Meeting. Catherine M. Burzik, who has reached the mandatory director retirement age under BD's Governance Principles, is not standing for re-election at the 2026 Annual Meeting. Accordingly, the size of the Board will be reduced to 13 members effective upon the conclusion of the 2026 Annual Meeting. Other than Gregory J. Hayes, who was elected to the Board in March 2025, and Robert L. Huffines and Jacqueline Wright, who were each elected to the Board in December 2025, all of the nominees were previously elected at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). BD does not know of any reason why any nominee would be unable to serve as a 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 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.

  20. Total Number of Nominees: 13

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

  21. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 13 |

  22. Total Number of Nominees: 13

    Director nominees—skills and experience The table below summarizes the key qualifications, skills, and attributes of the director nominees that served as the basis for the Board's decision to nominate these individuals for election.

  23. Total Number of Nominees: 13

    | | | | | | | | | | | | | | | | 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. | | | | | | | | | | | | | | | Digital & Cybersecurity Experience in the use and deployment of information technology to facilitate business objectives, including cybersecurity and data privacy. | | | | | | | | | | | | | | | Attributes | | | | | | | | | | | | | | | Independent | | | | | | | | | | | | | |

  24. Total Number of Nominees: 13

    | 14 | |

  25. Total Number of Nominees: 13

    Director nominees William M. Brown | 63 Chairman and Chief Executive Officer, 3M Company

  26. Total Number of Nominees: 13

    | 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 •Chairman of 3M Company, since March 2025 and Chief Executive Officer, since May 2024. •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 Chair, President and Chief Executive Officer of Harris Corporation until its 2019 merger with L3 Technologies. Mr. Brown joined Harris Corporation in November 2011 as President and Chief Executive Officer and was appointed Chair in April 2014. •Prior to that, Mr. Brown served in a variety of leadership roles over 14 years at United Technologies Corporation (“UTC”), including Senior Vice President of Corporate Strategy and Development and President of UTC, Fire & Safety. Public directorships •3M Company (Chairman and CEO) Former public directorships (last 5 years) •Celanese Corporation (Lead Director) •L3Harris Technologies, Inc. (Executive Chair) |

  27. Total Number of Nominees: 13

    Carrie L. Byington, M.D. | 62 Former EVP & Special Advisor, University of California Health

  28. Total Number of Nominees: 13

    | Director since: 2021 Independent: Yes Committees: •Audit •Quality and Regulatory | Skills and experience Dr. Byington provides the BD Board with 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, infectious diseases and diagnostic systems. Professional background •Serves as Professor at University of California, San Diego, since 2024. •Served as Special Advisor to the President of University of California Health, the largest public academic healthcare system in the United States, from 2023 to 2024. •Served as Executive Vice President of University of California Health, from 2019 to 2023. •Previously 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. •Previously served as faculty of the University of Utah, from 1995 to 2016, 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. |

  29. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 15 |

  30. Total Number of Nominees: 13

    R. Andrew Eckert | 64 Former Chief Executive Officer, Zelis Inc.

  31. Total Number of Nominees: 13

    | 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 BD 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 and board member of public companies. Professional background •Serves as a Senior Advisor to Permira, a global private equity firm, since 2023. •Serves as Board Chairman of Lytx, Inc., a technology company that designs, manufactures and sells video telematics products, since July 2025, after joining the Board of Directors in December 2024, and served as Interim Chief Executive Officer, from December 2024 to June 2025. •Served as Chief Executive Officer of Zelis Inc., a provider of healthcare cost management and payments solutions, from 2020 to 2021. •Previously 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 October 2019. •Previously served as the Chief Executive Officer of Valence Health, Inc., a healthcare information technology and services company, from 2015 until the sale of the company in October 2016. •Previously served as Chief Executive Officer of TriZetto Corporation, a payer technology solutions firm, until the sale of the company in November 2014. Public directorships •Maravai Lifesciences Holdings, Inc. (Board Chairman) Former public directorships (last 5 years) •Fortrea Holdings Inc. (Lead Director) •Varian Medical Systems, Inc. |

  32. Total Number of Nominees: 13

    | 16 | |

  33. Total Number of Nominees: 13

    Claire M. Fraser, Ph.D. | 70 Former Director, Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology, University of Maryland School of Medicine

  34. Total Number of Nominees: 13

    | 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 BD 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 •Served as Director of the Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology at the University of Maryland School of Medicine, from 2007 to 2024. •Previously 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. and Helicos Biosciences Corp. Public directorships •Seres Therapeutics, Inc. |

  35. Total Number of Nominees: 13

    Gregory J. Hayes | 65 Former Executive Chairman and Chief Executive Officer, RTX Corporation

  36. Total Number of Nominees: 13

    | Director since: 2025 Independent: Yes Committees: •Audit •Compensation and Human Capital | Skills and experience Mr. Hayes brings to the BD Board extensive executive experience, including leadership of large and complex businesses undergoing transformative initiatives, strong financial, strategic, operational and transactional expertise and significant international experience from his service in a variety of C-suite and other senior executive roles during his over 30-year career. He also brings valuable corporate governance experience from his service as a board member of public companies. Professional background •Serves as a Special Advisor to the Chief Executive Officer of RTX Corporation, an aerospace and defense company, from May 2025 and has agreed to serve in this capacity until January 2026. •Served as Executive Chairman and Chief Executive Officer of RTX Corporation, from March 2023 to April 2025. •Previously served as Chairman, President and Chief Executive Officer of Raytheon Technologies Corporation, from June 2021 to February 2023, and as President, Chief Executive Officer and Board of Directors member, from April 2020 to June 2021. •Previously served as Board Chairman of United Technologies Corporation (“UTC”), a former conglomerate that owned and operated various aerospace, elevator and climate-control businesses, from 2016 to 2020, Chief Executive Officer, from 2014 to 2016, and Chief Financial Officer, from 2008 to 2014. Following the April 2020 spin-off of the non-aerospace businesses to its shareholders, UTC merged into Raytheon Technologies Corporation and the combined company was subsequently renamed RTX Corporation. Public directorships •Phillips 66 Company Former public directorships (last 5 years) •RTX Corporation |

  37. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 17 |

  38. Total Number of Nominees: 13

    Jeffrey W. Henderson | 61 Former Chief Financial Officer, Cardinal Health Inc.

  39. Total Number of Nominees: 13

    | 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 BD 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 board member of public companies. Professional background •President of JWH Consulting LLC, a business and investment advisory firm focused primarily on the healthcare industry, since 2017. •Previously served as an Advisory Director to Berkshire Partners LLC, a private equity firm, from September 2015 to December 2019. •Previously 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. Public directorships •Qualcomm, Inc. •Halozyme Therapeutics, Inc. (Non-Executive Board Chair) Former public directorships (last 5 years) •FibroGen, Inc. |

  40. Total Number of Nominees: 13

    Robert L. Huffines | 60 Former Global Chair, Investment Banking, J.P. Morgan Chase & Co.

  41. Total Number of Nominees: 13

    | Director since: 2025 Independent: Yes Committees: •Audit •Corporate Governance and Nominating | Skills and experience Mr. Huffines is an experienced healthcare executive who brings to the BD Board more than 30 years of experience advising healthcare companies on strategy, mergers and acquisitions, divestitures and financing. Mr. Huffines also brings knowledge of, and experience in, the healthcare industry and the leadership skills and perspectives gained as an executive of one of the largest financial services firms in the world. Professional background •Served as Global Chair, Investment Banking of J.P. Morgan Chase & Co., a leading global financial services firm, from February 2017 to May 2024. •Held multiple positions at J.P. Morgan Chase & Co., including Vice Chairman and Co-Chair, Global; Strategic Advisory Council, from 2011 to February 2017, Co-Head, Global Healthcare Investing Banking, from 2002 to 2010 and positions in Healthcare Mergers and Acquisitions and Healthcare Industry Groups, from 1991 to 2002. •Previously served in various investment banking and advisory positions at Alex Brown & Sons, the first U.S. investment bank and now a division of Raymond James Financial, Inc. from 1987 to 1990. •Serves on the board of directors of Nextech Invest, Eikon Therapeutics and The Hastings Center for Biomedical Ethics. Public directorships •Insulet Corporation Former public directorships (last 5 years) •Walgreens Boots Alliance |

  42. Total Number of Nominees: 13

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  43. Total Number of Nominees: 13

    Christopher Jones | 70 Former Chief Executive Officer, JWT Worldwide

  44. Total Number of Nominees: 13

    | Director since: 2010 Independent: Yes Committees: •Audit •Corporate Governance and Nominating (Chair) | Skills and experience Mr. Jones brings to the BD 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. •Serves as The Pew Charitable Trusts Board of Trustees Chair and Nardello & Co. Advisor and Board of Directors member. •Serves as Board Chair of Newrotex Ltd. |

  45. Total Number of Nominees: 13

    Thomas E. Polen | 52 Chairman, Chief Executive Officer and President, BD

  46. Total Number of Nominees: 13

    | 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 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 BD Board extensive industry experience and business expertise, particularly in the areas of strategy and innovation, marketing, technology and in-depth knowledge of BD’s businesses and served markets. Professional background •Serves as BD's Chairman, since April 2021, Chief Executive Officer, since February 2020, and President, since April 2017. •Previously served as BD’s Chief Operating Officer, from October 2018 to January 2020. •Previously served as BD’s Executive Vice President and President of BD’s Medical Segment, from October 2014 to April 2017. Former public directorships (last 5 years) •Walgreens Boots Alliance |

  47. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 19 |

  48. Total Number of Nominees: 13

    Timothy M. Ring | 68 Former Chairman and Chief Executive Officer, C. R. Bard, Inc.

  49. Total Number of Nominees: 13

    | Director since: 2017 Independent: Yes Committees: •Audit •Quality and Regulatory | Skills and experience Mr. Ring contributes to the BD 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) |

  50. Total Number of Nominees: 13

    Bertram L. Scott | 74 Former Chief Executive Officer, Affinity Health Plan

  51. Total Number of Nominees: 13

    | 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 BD 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, a network of physician clinics, outpatient centers and hospitals, from 2015 to 2019. •Previously served as President and Chief Executive Officer of Affinity Health Plan, a health insurance plan provider, and as President, U.S. Commercial of CIGNA Corporation, a health insurance plan provider. •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. and certain wholly-owned subsidiaries •Lowe’s Companies, Inc. Former public directorships (last 5 years) •AllianceBernstein L.P./AllianceBernstein Holding L.P. |

  52. Total Number of Nominees: 13

    | 20 | |

  53. Total Number of Nominees: 13

    Joanne Waldstreicher, M.D. | 65 Former Chief Medical Officer, Johnson & Johnson

  54. Total Number of Nominees: 13

    | Director since: 2023 Independent: Yes Committees: •Corporate Governance and Nominating •Quality and Regulatory | Skills and experience Dr. Waldstreicher brings to the BD 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 •Serves as faculty affiliate at New York University School of Medicine, Department of Population Health, Division of Medical Ethics. •Served as Chief Medical Officer of Johnson & Johnson (J&J), a pharmaceutical company, 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 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. Public directorships •Structure Therapeutics, Inc. |

  55. Total Number of Nominees: 13

    Jacqueline Wright | 65 Senior Partner, Chief Technology and Platform Officer, McKinsey & Company

  56. Total Number of Nominees: 13

    | Director since: 2025 Independent: Yes Committees: •Audit •Compensation and Human Capital | Skills and experience Ms. Wright brings to the BD Board extensive digital transformation experience with leadership expertise in the areas of cybersecurity, technology advancement and the development of key customer experiences across multiple technology platforms. Professional background •Served as Senior Partner, Chief Technology and Platform Officer of McKinsey & Company, a global management consulting firm, from November 2022 to September 2025. •Previously served as Corporate Vice President and Chief Digital Officer, U.S. Business of Microsoft Corporation, a multinational technology company, from November 2019 to November 2022. •Previously served as Chief Digital and Information Officer for HM Revenue & Customs, the United Kingdom government tax department under a secondment agreement, from October 2017 to November 2019. •Previously served in various roles at Microsoft Corporation, including Corporate Vice President, IT Strategic Enterprise Services and Corporate Vice President, Core Services Engineering Platform, from September 2011 to October 2017. •Previously served in chief information officer roles for multiple large companies, including BP plc and General Electric Company. •Serves on the board of directors for Russell Reynolds Associates, Inc. and Frasers Group plc. Former public directorships (last 5 years) •Exelixis Inc. •nVent Electric plc |

  57. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 21 |

  58. Total Number of Nominees: 13

    Board refreshment, nomination and 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 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:

  59. Total Number of Nominees: 13

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

  60. Total Number of Nominees: 13

    The Board’s self-evaluation process, which the Lead Director and the Governance Committee Chair conducts, is used to identify and assess potential gaps in the 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. Board self-evaluation process The Board believes a rigorous self-evaluation process is important to the ongoing effectiveness of the Board. Each year, the Lead Director and Governance Committee Chair conduct a self-evaluation of the Board's 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 Governance Committee Chair to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement from the prior year 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. The Board engaged such a consultant in 2021 and 2024, and the next consultant facilitated self-evaluation is scheduled for 2027. The Board has made several enhancements to its practices as a result of its self-evaluation processes, including improvements to our annual director renomination process, rotations of committee chairs and committee composition, and improvements in the conduct of Board meetings. In particular, as a result of its most recent annual review of Board composition and recognizing the need for fresh perspectives, the Board has added three new independent directors in 2025.

  61. Total Number of Nominees: 13

    | 22 | |

  62. Total Number of Nominees: 13

    | All three individuals added to BD’s Board since 2025 bring key skills and experience | | | | | | Relevant experience adding to the Board’s oversight and guidance capacity | | Gregory J. Hayes | Former Executive Chairman and CEO, RTX Corporation | Substantial strategic, financial, operational and transactional expertise, along with a strong corporate governance background and experience in domestic and international business | | Robert L. Huffines | Former Global Chair, Investment Banking, J.P. Morgan Chase & Co. | Substantial experience advising healthcare companies on strategy, mergers and acquisitions, divestitures and financing and knowledge of the healthcare industry | | Jacqueline Wright | Former Senior Partner, Chief Technology and Platform Officer, McKinsey & Company | Extensive digital transformation experience with leadership expertise in the areas of cybersecurity, technology advancement and the development of key customer experiences across multiple technology platforms |

  63. Total Number of Nominees: 13

    The Board also believes that an important aspect of refreshment is rotation of board leadership positions and committee composition. In December 2025, the Board elected Robert L. Huffines and Jacqueline Wright as directors. Mr. Huffines became a member of the Audit Committee and the Governance Committee and Ms. Wright became a member of the Audit Committee and the Compensation Committee. Effective at the conclusion of the 2026 Annual Meeting, the Board will make a number of changes in this regard, including: •Appointing R. Andrew Eckert as the Board's Lead Director, •Electing Christopher Jones as chair of the Compensation and Human Capital Committee, •Electing R. Andrew Eckert as chair of the Governance Committee, •Electing Joanne Waldstreicher as chair of the Quality and Regulatory Committee, and •Making other changes in the composition of some of its committees which will be reflected on BD’s website after the 2026 Annual Meeting. Director representation Diversity of thought has long been a core value of BD. 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 having Board members with a mix of differing viewpoints, insights and perspectives is critical to board effectiveness. Representation, such as this, is an important element in achieving the broad range of perspectives that the Board seeks among its members, and is also important for modeling the inclusive culture at BD. To that end, consideration of the overall representation of experience of our Board remains an important factor in Board succession planning and director recruitment and the Board continually identifies opportunities to address the representation of its members where appropriate.

  64. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 23 |

  65. Total Number of Nominees: 13

    Director nomination process Role of the Governance Committee

  66. Total Number of Nominees: 13

    | 1 Review of the Composition of the Board | | The Governance Committee reviews potential director candidates and recommends director nominees 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 third-party search firms. The Governance Committee seeks to identify a 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 director nominee 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 company boards) or not-for-profit boards or with a government or advisory group. See "Director Outside Affiliations" on page 41 for a further discussion of the Governance Committee's review of director candidate’s 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. |

  67. Total Number of Nominees: 13

    In March 2025, the Board elected Gregory J. Hayes to the Board and in December 2025, the Board elected Robert L. Huffines and Jacqueline Wright. Messrs. Hayes and Huffines and Ms. Wright were identified by a third-party search firm. The third-party search firm assisted the Governance Committee by identifying a pool of potential director candidates based on the specifications provided by the Governance Committee, as well as evaluated the director candidate recommended by Company management. Such firm also reviewed the potential director candidates with the Governance Committee, performed outreach to director candidates selected from the pool to assess interest and availability, conducted reference checks and arranged director candidate interviews with Governance Committee members and our CEO. Prior to a given director candidate’s election, such director candidate met with the other Board members. The search firm also performed a background check on each director candidate in advance of the Governance Committee’s final recommendation to the Board.

  68. Total Number of Nominees: 13

    | 24 | |

  69. Total Number of Nominees: 13

    Shareholder recommendations To recommend a director 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. The Governance Committee evaluates shareholder recommendations using the same process it follows for other director candidates. Recommendations do not constitute director candidate nominations, which must meet our by-law requirements. The Governance Committee may request such additional information as it deems appropriate. 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% or more of BD’s outstanding common stock for at least three years can nominate up to two individuals or 20% 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 its risk management processes are well-supported by the current Board leadership structure. 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. R. Andrew Eckert was selected by his fellow independent directors to serve as Lead Director effective at the conclusion of the 2026 Annual Meeting, replacing Bertram L. Scott, who has served as Lead Director since 2022. As Lead Director, Mr. Eckert will have the following responsibilities under the Governance Principles. He may also perform other functions or duties as requested by the Board. •Presides over all Board meetings 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 Governance Committee Chair to perform the annual self-evaluation performance of the Board. •Coordinates with the Compensation Committee Chair 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.

  70. Total Number of Nominees: 13

    | 2026 Notice of Annual Meeting and Proxy Statement | 25 |

  71. Total Number of Nominees: 13

    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.

  72. Total Number of Nominees: 13

    | 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 2025 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. |

  73. Total Number of Nominees: 13

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

  74. Total Number of Nominees: 13

    | FY 2025 Members Jeffrey W. Henderson (Chair) Carrie L. Byington, M.D. R. Andrew Eckert Gregory J. Hayes Christopher Jones Timothy M. Ring FY 2025 Meetings: 10 | 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. |

  75. Total Number of Nominees: 13

    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. Hayes, Henderson and Ring qualifies as an “audit committee financial expert” under SEC rules.

  76. Total Number of Nominees: 13

    | 26 | |

  77. Total Number of Nominees: 13

    Compensation and Human Capital Committee

  78. Total Number of Nominees: 13

    | FY 2025 Members R. Andrew Eckert (Chair) William M. Brown Claire M. Fraser, Ph.D. Gregory J. Hayes Jeffrey W. Henderson Bertram L. Scott FY 2025 Meetings: 6 | Principal Responsibilities: •Reviews BD’s compensation and benefits programs, recommends the compensation of BD’s CEO to the independent directors, 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 and inclusion. •Oversees certain other BD benefit plans. |

  79. Total Number of Nominees: 13

    The Board has determined that each Compensation Committee member meets the independence requirements of the NYSE for compensation committee members. Each member also qualifies as a “non-employee director” under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). Procedure for determining executive compensation The Compensation Committee oversees the compensation program for the executive officers named in the Summary Compensation Table on page 73 and for BD’s other executive officers. The Compensation Committee recommends compensation actions regarding the CEO for approval by the independent directors of the Board and has the authority to take compensation actions with respect to BD’s other executive officers, as discussed below. The Compensation Committee may not delegate these responsibilities to another Committee or members of management.

  80. Note about website and sustainability reports

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | William M. Brown | 120,000 | 215,172 | 0 | 335,172 | | Catherine M. Burzik(4) | 145,000 | 215,172 | 0 | 360,172 | | Carrie L. Byington, M.D. | 120,000 | 215,172 | 10,000 | 345,172 | | R. Andrew Eckert | 145,000 | 215,172 | 5,000 | 365,172 | | Claire M. Fraser, Ph.D. | 120,000 | 215,172 | 9,500 | 344,672 | | Gregory J. Hayes(5) | 42,125 | 181,329 | 0 | 223,454 | | Jeffrey W. Henderson | 145,000 | 215,172 | 0 | 360,172 | | Robert L. Huffines(6) | 0 | 0 | 0 | 0 | | Christopher Jones | 145,000 | 215,172 | 5,000 | 365,172 | | Timothy M. Ring | 120,000 | 215,172 | 0 | 335,172 | | Bertram L. Scott | 160,000 | 215,172 | 0 | 375,172 | | Joanne Waldstreicher, M.D. | 120,000 | 215,172 | 1,000 | 336,172 | | Jacqueline Wright(6) | 0 | 0 | 0 | 0 |

  81. Updates for 2025 Compensation Program

    | | Salary | | PIP | | Performance Units | | SARs | | TVUs | | | | | | | | | | | |

  82. Updates for 2025 Compensation Program

    | | Fixed | Variable | | | | | | Base Salary | PIP | Long-Term Incentives | | | | | | | SARs | Performance Units | TVUs | | What? | Cash | Cash | Equity | Equity | Equity | | When? | Annual | Annual | 10-year term; 4-year vesting period | 3-year performance and vesting 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 and vesting at the end of 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. | | |

  83. Performance period and metrics for performance-based compensation in 2025

    | 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 Conversion as a Percentage of Adjusted Net Income | | | | Strategic Scorecard | | | | Gross Margin Percentage Target | | | | Manufacturing Cost Per Unit Target | | |

  84. Description of metrics for performance-based compensation in 2025

    | 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 on both growth and profitability. The use of Adjusted EPS is consistent with how we report our operating results to the financial community. | | Operating Margin Percentage | Operating Margin Percentage focuses 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 Conversion as Percentage of Adjusted Net Income | This metric measures how efficiently BD converts its adjusted business performance into cash and directly aligns performance with the metric reported externally to the financial community. This measure reinforces robust cash planning and prioritization reviews which aligns management interests with shareholders. | | 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 the group of companies included in the S&P 500 Healthcare Equipment & Supplies Index (the “TSR Group”). 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 and economic conditions. | | Gross Margin Percentage | Gross margin percentage focuses management on profitable growth and the ability to minimize costs aligned with our BD 2025 strategic imperatives to drive operational excellence and expand margins. "Gross Margin Percentage" is measured by gross margin performance versus budget and will be graded on a currency neutral basis versus budget. “Gross margin” means the percentage of revenue that remains after subtracting the cost of goods sold. | | Manufacturing Cost Per Unit | Manufacturing cost per unit focuses management on operating efficiency aligned with our BD 2025 strategic imperatives to drive operational excellence and manufacturing productivity under BD Excellence. "Manufacturing cost per unit" means percentage of manufacturing plants with favorable cost per unit versus budget on a currency, volume and mix neutral basis. "Cost per unit" is the total value of production divided by the total unit volume produced. |

  85. Description of metrics for performance-based compensation in 2025

    Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures. How performance goals are set The Compensation Committee considers BD’s business plan and the environment in which BD is operating when setting performance targets for the PIP and Performance Units. The Compensation Committee seeks to reward what it deems to be superior performance by management in consideration of current industry conditions and growth trends. The Compensation Committee sets what it believes are challenging performance targets in light of the BD operating plans reviewed by the Board, and structures payouts so that they are aligned with BD’s performance against those targets. Description of our key compensation elements Below is a description of the key elements of our compensation program set forth on page 56 above. Base salary Base salary is the fixed component of the compensation paid to our executive officers, and is determined based on the relative importance of the position, the person's experience, competitive marketplace practices, and the individual’s performance. Base salaries are reviewed annually, with any increase going into effect the following January. PIP awards The PIP provides our executives an opportunity to receive an annual cash award based on BD’s performance for the fiscal year and their contribution to that performance, as part of our pay-for-performance philosophy. For the 2025 performance period, in November 2024, the Compensation Committee approved and updated the metric for free cash flow, maintaining the other core metrics, weightings and payout curves and set the targets for those metrics. Additionally, the Compensation Committee kept the same Strategic Scorecard Modifier goals for the PIP for 2025 to continue to focus on gross margin percentage and manufacturing cost per unit targets, which focus management on profitable growth, the ability to minimize costs and operating efficiency aligned with our BD 2025 strategic imperatives to drive operational excellence and expand margins under BD Excellence. The Strategic Scorecard Modifier can result in an adjustment to performance achievement ranging from a decrease of 5% to an increase of 5% in the PIP factor based on management's ability to achieve the goals. As discussed earlier, for 2025, the Compensation Committee updated the free cash flow metric from free cash flow as a percentage of revenue to free cash flow conversion as a percentage of adjusted net income to better reflect how management measures how efficiently the Company converts its adjusted business performance into cash. Free cash flow conversion also directly aligns performance with externally communicated metrics to the investor community. This updated metric also reinforces robust cash planning and prioritization reviews which align management interests with shareholders.

  86. 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 performance factor determined by the PIP formula may be modified based on management’s performance under the Strategic Scorecard. The final performance factor is subject to the approval of the Compensation Committee, and the Compensation Committee has the discretion to revise the performance factor resulting from the PIP formula and the Strategic Scorecard (the "Corporate Performance Metrics"). The Compensation Committee has the ability to approve a downward adjustment of up to 25% to the achievements of the Corporate Performance Metrics if the Compensation Committee determines that there is an unsatisfactory disparity between the corporate funding level and the funding level for other business units below the total Company level (the "Bonus Equalization Adjustment"). In making this determination, the Compensation Committee may consider extraordinary performance by one or more business units, any external factors that affected the payout pool for the business units, and the overall economic or environmental challenges during the fiscal year. Actual awards given to our named executive officers are at 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 multiplied by the Individual Performance Percentage.

  87. Performance factor determined based on BD’s performance

    | | PIP Performance Metrics | | | | | | | | | | Revenues (40%) | Adjusted EPS (20%) | | | Operating Margin (20%) | | | Free Cash Flow Conversion as % of Adjusted Net Income (20%) | | | Initial PIP Performance Factor | | | Strategic Scorecard +/- 5% | | | Bonus Equalization Adjustment (if applicable) | | | | | | | | | | | | | | Final Individual PIP Award | | = | Individual Performance Percentage | | X | Final PIP Performance Factor | |

  88. Performance factor determined based on BD’s performance

    The graphs below show the applicable performance factor for threshold, target and maximum performance for each performance metric under the PIP for 2025. Performance below threshold for a performance metric results in a zero factor with respect to that metric.

  89. Performance factor determined based on BD’s performance

    | The performance factors for the measures are weighted to arrive at an overall performance factor. The payout 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. |

  90. Performance factor determined based on BD’s performance

    •Gross Margin Percentage: The achievement of budgeted gross margin percentage is a threshold requirement. If budgeted gross margin percentage is not achieved, then the scorecard impact is -5%. If budgeted gross margin percentage is exceeded, the scorecard impact can be up to 2.5% on the tiered scale.

  91. Performance factor determined based on BD’s performance

    •Manufacturing Cost Per Unit: A minimum of 70% of plants achieving the cost per unit target is a threshold requirement. There is an ability to add up to 2.5% to the scorecard impact if the cost per unit target achieved is greater than 90% of plants on the tiered scale. 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. Such adjustments may include, among other things, unbudgeted acquisitions or divestitures, impact of significant macro-economic, unplanned and or nonoperating events, significant gain or loss on sale of assets, significant asset impairments and material litigation and settlements. 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. •Performance Units measure BD’s performance over a three-year period and vest at the end of the three-year performance period. Performance Units reward sustained long-term financial performance and represent 50% of the total award value. •SARs reward executives for the creation of shareholder value as reflected in our stock price over the 10-year term of the award and represent 25% of the total award value. The SARs vest one-fourth each year on the anniversary of the grant. •TVUs are used to reduce the volatility in amounts realized from equity compensation that can arise when purely performance-based equity compensation is used. TVUs represent 25% of the total award value. The TVUs vest one-third each year on the anniversary of the grant. Because they are equity-based and subject to long-term vesting periods, these awards also serve to align the interests of our executives with those of our shareholders in terms of stock appreciation and promote executive retention.

  92. Changes in award mix for 2025

    | 2024 Equity Compensation Awards | | | | |

  93. Changes in award mix for 2025

    | 2025 Equity Compensation Awards | | |

  94. Changes in award mix for 2025

    | | Performance Units | | SARs | | TVUs | | | | | | | |

  95. Performance unit metrics and payout formula

    Performance unit metrics and payout formula The performance measures used for the Performance Units granted in 2025 are three-year average annual ROIC and three-year average annual Revenue growth, with a performance payout modifier based on BD's three-year relative TSR, as discussed below. Both average annual ROIC and average Revenue growth are weighted 50%.

  96. Performance unit metrics and payout formula

    | 2026 Notice of Annual Meeting and Proxy Statement | 61 |

  97. Performance unit metrics and payout formula

    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. ROIC Factor:

  98. 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% |

  99. Performance unit metrics and payout formula

    Revenue Factor:

  100. 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% |

  101. 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 2025, the TSR Group consists of the group of companies included in the S&P 500 Healthcare Equipment & Supplies Index. The modifier can range from 120% of payout (for relative TSR at or above the 85th percentile) to 80% (for relative TSR in the lowest quartile). In the event BD has a negative absolute 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.

  102. Performance unit metrics and payout formula

    | TSR Modifier (+/- 20%) | | | Percentile | Modifier | | >=85th | 120% | | 50th | 100% | | <=25th | 80% |

  103. 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. 2025 compensation actions Below is a discussion of compensation actions taken in 2025 with respect to our NEOs. See page 68 for information on the companies the Compensation Committee uses to benchmark executive compensation. Salary adjustments The base salaries of our NEOs are reviewed each November, and any adjustments go into effect in January of the following calendar year. Mr. Polen received a salary increase of 3% during the year, consistent with salary increases made generally at BD. Mr. Byrd and Dr. Garrison received a 10.7% and 3.3% salary increase, respectively, to commensurately progress their pay towards the market median based on continued growth in their roles as Segment Presidents. Mr. DelOrefice received a 6.3% increase to maintain market competitiveness with peers. Mr. Feld received no salary increase as he joined BD in August 2024.

  104. Performance unit metrics and payout formula

    | 62 | |

  105. Performance unit metrics and payout formula

    PIP awards Performance against the plan targets The threshold performance, target performance and maximum performance for each metric under the PIP for 2025, along with BD’s reported performance and adjusted performance during the year, are set forth on the following table.

  106. 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) | | | | $21.84 | $21.76 | 33% | | Adjusted EPS (20%) | | | | $5.82 | $14.34 | 19% | | Operating Margin (20%) (%) | | | | 11.8% | 25.0% | 12% | | Free Cash Flow Conversion as % of Adjusted Net Income (20%) | | | | | 64.3% | 13% | | Total | | | | | | 77% |

  107. Performance unit metrics and payout formula

    * For information on how Adjusted Performance is calculated, see Appendix A. The above performance metrics were set in November 2024 and did not account for the unanticipated tariffs imposed by the U.S. government and reciprocal tariffs imposed by its trading partners, as further disclosed on page 64. As it has historically done, the Compensation Committee made adjustments to the Company’s financial performance for unbudgeted items, including acquisitions and divestitures, and certain other matters that occurred during the year as discussed on page 61. 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. Achievement against rigorous goals is required for any increase in payout under the strategic scorecard.

  108. Performance unit metrics and payout formula

    | Goal | Progress During Year | Modifier | | Gross Margin Percentage | BD missed Gross Margin Percentage vs. Budget (FXN) less than 0 bps | -5.00% | | Manufacturing Cost Per Unit | BD achieved Manufacturing Cost Per Unit vs. budget (FXN) between 70% to 80% of plants. | 1.50% | | Total | | -3.50% |

  109. Performance unit metrics and payout formula

    The Company's performance against the Strategic Scorecard goals decreased the PIP performance factor by 3.5 percentage points, resulting in a total calculated PIP performance factor of 74% (rounded).

  110. Performance unit metrics and payout formula

    | 2026 Notice of Annual Meeting and Proxy Statement | 63 |

  111. Performance unit metrics and payout formula

    Final 2025 corporate PIP performance factor For 2025, the Compensation Committee considered the impact of the unanticipated and changing nature of tariffs imposed by the U.S. government and reciprocal tariffs imposed by its trading partners on BD’s financial results. BD’s 2025 PIP, including the metrics and targets, were selected and approved in November 2024, prior to the announcement and implementation of these tariffs. Once the tariffs were in effect, rather than revising the metrics or the targets mid-cycle, the Compensation Committee worked with its independent consultant to develop an approach to considering the appropriateness of adjustments to the financial results. This included: 1)a framework for assessing the impact of tariffs on the metrics; 2)a list of additional considerations that would inform the Compensation Committee’s decision; and 3)a scorecard to assess management’s effectiveness in actively managing the impact of tariffs on BD. For the framework, the Compensation Committee asked questions such as: •Whether the impact of tariffs was difficult to predict; •Whether there was sufficient time for planning or to implement a work-around; •Whether there were business impacts related to operational or executive mistakes; •Whether adjusting incentives could hinder performance-driven outcomes; •Whether a change could negatively impact long-term shareholder value; and •Whether the Compensation Committee would do the same thing if the inverse were to occur (i.e., if there were an unexpected positive macroeconomic development). The Compensation Committee’s list of considerations included the importance of evaluating decisions with consideration for the experience of all stakeholders, in order to seek outcomes that are proportionate, and the need to ensure that decisions engage employees and strengthen the long-term interests of BD. The scorecard included factors such as the effectiveness of BD’s response to tariffs, including relative to its peers, the mitigation of tariffs, the management of product quality and manufacturing efforts and the alignment between compensation payouts and the shareholder experience. The tariffs affected three performance measures under the PIP: adjusted EPS, operating margin and free cash flow conversion as a percentage of adjusted net income. The Compensation Committee also concluded that the Strategic Scorecard Modifier, which includes gross margin, should be adjusted to remove the impact of tariffs due to the fact that gross margin and cash flow were negatively impacted by unbudgeted tariffs and the Strategic Modifier included an aggressive incremental gross margin improvement goal, supported largely by BD Excellence emphasis on manufacturing productivity. Excluding the unbudgeted tariffs, BD would have met the Strategic Modifier gross margin goal. Following the Compensation Committee’s creation of a framework to consider adjusting the PIP performance factor, taking a holistic review of the list of considerations for decision-making and using the scorecard to evaluate the management of the impact of tariffs on BD, as discussed above, the Compensation Committee approved a final PIP performance factor of 85%, as detailed in the table below:

  112. Performance unit metrics and payout formula

    | Adjustment Component | Description/Rationale | Impact (Percentage Points) | | Financial Metrics (Adjusted EPS, Operating Margin, Free Cash Flow Conversion) | Reflected partial offset of tariff impact (up to 10 points total) to align with shareholder experience while crediting management for its tariff exposure mitigation efforts | +4 pts | | Strategic Scorecard Modifier (Gross Margin) | Adjusted for tariff impact on gross margin percentage | +6 pts | | Transaction-Related Costs (Waters RMT transaction to separate the Biosciences and Diagnostic Solutions business) | Excluded unplanned transaction-related costs announced after budget approval which is part of BD’s historical adjustments | +1 pt | | Total Adjustments | | +11 pt | | Resulting Final PIP Performance Factor | | 85% |

  113. Performance unit metrics and payout formula

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  114. Performance unit metrics and payout formula

    Awards made to named executive officers The following table shows the PIP awards earned by our NEOs for 2025. These awards are also set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 73.

  115. Performance unit metrics and payout formula

    | Name | Target Incentive Award ($) | Final PIP Performance Factor | Individual Performance Percentage | Actual Incentive Award ($) | | Thomas E. Polen | 2,178,835 | 85% | 100% | 1,852,010 | | Christopher J. DelOrefice | 850,000 | 85% | 100% | 722,500 | | Richard E. Byrd | 697,500 | 85% | 100% | 592,875 | | Michael C. Feld | 697,500 | 85% | 90% | 533,588 | | Michael D. Garrison | 697,500 | 85% | 90% | 533,588 |

  116. Performance unit metrics and payout formula

    Following the November 2025 Compensation Committee meeting, individual awards earned by our NEOs were set forth according to the final PIP performance factor of 85% and the Individual Performance Percentage for each NEO. Messrs. Polen, DelOrefice and Byrd each received a PIP award equal to 85% of their respective target awards, consistent with the final PIP performance factor and an Individual Performance Percentage of 100%. Mr. Feld and Dr. Garrison each received a PIP award equal to 76.5% of their respective target awards, consistent with the final PIP performance factor and an Individual Performance Percentage of 90%, to reflect the underperformance of certain business units in their respective segments. Equity compensation awards 2025 awards The Compensation Committee made the equity compensation awards to our NEOs shown in the Summary Compensation Table on page 73 during fiscal year 2025. Messrs. Polen's, DelOrefice's and Byrd's and Dr. Garrison's awards reflect the Compensation Committee's decision to better position those executives' pay within a competitive range of BD's peer group for their respective positions. The Performance Units included in these awards cover the fiscal 2025-2027 performance period. As described earlier, the payout factor for the Performance Units will be determined based on the Company's performance against the three-year ROIC and Revenue goals detailed above and modified based on the Company’s relative TSR performance during the three-year performance period. For the Performance Units granted in 2025, the TSR Group consists of the group of companies included in the S&P 500 Healthcare Equipment & Supplies Index. Payout of 2022-2024 performance units In November 2024, Performance Units covering the fiscal 2022-2024 performance period vested. The minimum performance, target performance and maximum performance for average annual ROIC and average annual Revenue growth over the three-year period for the 2022-2024 Performance Unit awards, along with BD's performance over the time period, are set forth on the following table. Additionally, the payout factor for these Performance Units was modified based on the Company's relative TSR performance during the time period, which was in the 75th percentile, providing a TSR Modifier of 114%. As a result, the awards paid out at 137% of target.

  117. Performance unit metrics and payout formula

    | 2026 Notice of Annual Meeting and Proxy Statement | 65 |

  118. Performance unit metrics and payout formula

    | | Range of Performance | | | Reported Performance | | Adjusted Performance* | | Payout Factor (rounded) | | Performance Metric | Minimum | Target | Maximum | | | | | | | Average ROIC (50%) (%) | | | | | 3.4% | | 11.7% | 51% | | Average Revenue Growth (50%) (%) | | | | | 1.8% | | 3.5% | 69% | | Total | | | | | | | | 120% | | Relative TSR Modifier | | | | | | | | 114% | | Modified Payout Factor | | | | | | | | 137% |

  119. Performance unit metrics and payout formula

    * For information on how Adjusted Performance is calculated, see Appendix A. Compensation actions relating to Mr. Feld Mr. Feld joined BD as its Executive Vice President and President, Life Sciences Segment on August 20, 2024. To compensate Mr. Feld for certain benefits and equity compensation awards with his former employer that he forfeited by joining BD, he received a sign-on cash payment of $500,000 and sign-on equity compensation award of time-vested units valued at $1,500,000. Mr. Feld also received relocation assistance in connection with joining BD, which required him to move residences. The terms of Mr. Feld's sign-on arrangements were the result of negotiations between BD and Mr. Feld in connection with his recruitment and were approved by the Compensation Committee, in consultation with its independent consultant, as a reasonable inducement for Mr. Feld 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 80. Pension benefits We offer pension benefits to our eligible U.S. associates. A more complete description of these pension benefits begins on page 78. 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. 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. The Company maintains a policy under which Mr. Polen is permitted the personal use of our corporate aircraft for up to $225,000 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. Additional information on the time-share agreement is set forth in the notes to the Summary Compensation Table on page 74.

  120. Performance unit metrics and payout formula

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  121. Performance unit metrics and payout formula

    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. In addition, following an independent executive security assessment requested by the Company in 2025, BD provided Messrs. Polen and DelOrefice with business and personal use of a Company car and driver for personal security and to reduce business continuity risk. In accordance with applicable tax laws and under the independent executive security assessment, no income was imputed to Messrs. Polen and DelOrefice for their personal use of a Company car and driver. Additional information is set forth in the notes to the Summary Compensation Table on page 74. Change in control agreements We have entered into agreements with our NEOs 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 81. 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 of 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. Executive officer cash severance policy The Board has adopted the Executive Officer Cash Severance Policy. The policy prevents BD from entering into any new agreement, plan or policy after November 21, 2023 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 shareholder approval or ratification of such arrangement. 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.

  122. Performance unit metrics and payout formula

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  123. Performance unit metrics and payout formula

    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 directors and sets the compensation of the other NEOs. 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 27. 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 2025. 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 2025 are below.

  124. Performance unit metrics and payout formula

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

  125. Performance unit metrics and payout formula

    If the sample size from the Comparison Group is not large enough for a particular NEO, data from a secondary peer group or, more broadly, general industry may be used to supplement the Comparison Group. 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 only for Messrs. Polen and DelOrefice, as there was insufficient Comparison Group benchmark data for the other NEOs in 2025 and therefore was supplemented with a secondary peer group for their respective roles. Comparison group data

  126. Performance unit metrics and payout formula

    | Revenue for the twelve months ended September 30, 2025 (in millions) ($) | Market capitalization September 30, 2025 (in millions) ($) | | | |

  127. Performance unit metrics and payout formula

    The Compensation Committee attempts to set the salary, annual cash incentive and equity compensation of the NEOs 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

  128. Performance unit metrics and payout formula

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  129. Performance unit metrics and payout formula

    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 NEOs 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 our other NEOs. The use of tally sheets Annually, the Compensation Committee is provided with a “tally sheet” report prepared by management regarding the NEOs. 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 NEOs is long-term equity compensation that vests over a period of years, which encourages our executives to focus on sustaining BD’s long-term performance. •Use of Performance Units. A significant portion of executive equity compensation consists of Performance Units that have a three-year performance cycle. This focuses management on sustainable long-term performance. We also cap the payout of these awards at 200% of target. •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 compensation from our executive officers and other senior managers in the event of a financial statement restatement, breach of restrictive covenants or certain misconduct (as defined under the policy).

  130. Performance unit metrics and payout formula

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  131. Performance unit metrics and payout formula

    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 officer. 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 financial statement restatement, as well as for breaches of restrictive covenants or certain misconduct as defined under the "discretionary clawback policy". The “discretionary clawback policy” applies to all compensation under the PIP and LTI plans for the broader group of senior managers, including time-based and performance-based compensation. The Policy Regarding the Mandatory Recovery of Compensation and the Policy Regarding the Discretionary Recovery of Compensation is available on our website at investors.bd.com/corporate-governance/governance-documents. Share retention and ownership guidelines To increase executive share ownership and promote a long-term perspective when managing our business, our NEOs 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 of our NEOs have either met or are on track to meet their ownership target.

  132. 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 |

  133. 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") •TVUs | What does not count as ownership •Unexercised SARs •Unvested Performance Units |

  134. Performance unit metrics and payout formula

    Pledging and hedging policy We have a policy that prohibits all of our associates (including the NEOs) and Board members 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. Insider trading policy We have an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by the Company and its directors, officers and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

  135. Performance unit metrics and payout formula

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  136. Performance unit metrics and payout formula

    Equity award policy and practices 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. We do not time the grant of equity-based awards to take advantage of the release of material non-public information. 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 SARs award will be the closing price of BD stock on the grant date. It is BD’s policy for the annual grant date of equity-based compensation awards, including SARs awards, be made on November 26 of each year. During fiscal year 2025, the Compensation Committee granted SARs to our NEOs during the period beginning four business days before and ending one business day after the filing of a BD periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any BD Form 8-K that disclosed material non-public information. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information about the SARs granted to our NEOs on November 26, 2024, the business day before BD filed its Form 10-K for the fiscal year ended September 30, 2024.

  137. Performance unit metrics and payout formula

    | Name | Grant Date | Number of securities underlying the award | Exercise price of the award ($/Share) | Grant date fair value of the award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Non Public Information and the Trading Day Beginning Immediately Following the Disclosure of Material Non-public Information | | Thomas E. Polen | 11/26/2024 | 60,891 | $224.25 | $3,311,861 | (1.05)% | | Christopher J. DelOrefice | 11/26/2024 | 19,138 | $224.25 | $1,040,916 | (1.05)% | | Richard E. Byrd | 11/26/2024 | 8,699 | $224.25 | $473,139 | (1.05)% | | Michael C. Feld | 11/26/2024 | 10,004 | $224.25 | $544,118 | (1.05)% | | Michael D. Garrison | 11/26/2024 | 10,004 | $224.25 | $544,118 | (1.05)% |

  138. Performance unit metrics and payout formula

    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.

  139. Performance unit metrics and payout formula

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  140. Performance unit metrics and payout formula

    Report of the compensation and human capital committee The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in BD’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and in this proxy statement.

  141. COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | 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, Chief Executive Officer and President | 2025 | 1,395,463 | 0 | 9,991,854 | 3,311,861 | 1,852,010 | 236,700 | 341,251 | 17,129,140 | | | 2024 | 1,354,813 | 0 | 9,244,553 | 3,993,272 | 2,108,539 | 343,669 | 269,760 | 17,314,606 | | | 2023 | 1,315,625 | 0 | 9,491,982 | 4,044,035 | 1,888,125 | 313,046 | 257,125 | 17,309,938 | | Christopher J. DelOrefice Executive Vice President and Chief Financial Officer | 2025 | 837,500 | 0 | 3,140,481 | 1,040,916 | 722,500 | 0 | 135,767 | 5,877,164 | | | 2024 | 785,400 | 0 | 2,689,582 | 1,161,696 | 906,400 | 0 | 85,576 | 5,628,654 | | | 2023 | 736,200 | 0 | 2,531,331 | 1,078,432 | 774,972 | 0 | 85,455 | 5,206,390 | | Richard E. Byrd Executive Vice President and President, Interventional Segment | 2025 | 756,250 | 0 | 1,427,531 | 473,139 | 592,875 | 91,833 | 57,429 | 3,399,056 | | | 2024 | 681,250 | 0 | 1,176,709 | 508,246 | 648,900 | 208,723 | 44,835 | 3,268,663 | | Michael C. Feld Executive Vice President, Chief Revenue Officer and President, Life Sciences Segment | 2025 | 775,000 | 0 | 1,641,596 | 544,118 | 533,588 | 0 | 602,054 | 4,096,356 | | Michael D. Garrison Executive Vice President and President, Medical Essentials and BioPharma Systems Segments | 2025 | 768,750 | 0 | 1,641,596 | 544,118 | 533,588 | 102,800 | 58,188 | 3,649,040 | | | 2024 | 731,250 | 0 | 1,513,105 | 653,450 | 556,200 | 122,852 | 45,225 | 3,622,082 | | | 2023 | 675,000 | 0 | 1,284,490 | 547,135 | 599,569 | 93,911 | 454,263 | 3,654,368 |

  142. Pension Benefits at 2025 Fiscal Year-End

    Pension Benefits at 2025 Fiscal Year-End

  143. Pension Benefits at 2025 Fiscal Year-End

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | Thomas E. Polen | Retirement Plan | 25 | 470,546 | | | Restoration Plan | 25 | 1,731,155 | | Richard E. Byrd | Retirement Plan | 22 | 622,176 | | | Restoration Plan | 22 | 544,012 | | Michael D. Garrison | Retirement Plan | 21 | 419,863 | | | Restoration Plan | 21 | 438,591 |

  144. Pension Benefits at 2025 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.

  145. Pension Benefits at 2025 Fiscal Year-End

    | 2026 Notice of Annual Meeting and Proxy Statement | 79 |

  146. Pension Benefits at 2025 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:

  147. Pension Benefits at 2025 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% |

  148. Pension Benefits at 2025 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 to the participant. 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, except that amounts in the BD stock account may not be re-allocated to other accounts. 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 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.

  149. Pension Benefits at 2025 Fiscal Year-End

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  150. Pension Benefits at 2025 Fiscal Year-End

    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 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 2025 in the deferred compensation accounts of our NEOs.

  151. Nonqualified Deferred Compensation in Fiscal Year 2025

    Nonqualified Deferred Compensation in Fiscal Year 2025

  152. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 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 | 241,104 | 31,050 | (360,720) | 0 | 4,089,204 | | Christopher J. DelOrefice | 104,692 | 51,750 | 58,538 | 0 | 588,801 | | Richard E. Byrd | 110,351 | 31,050 | 166,468 | 0 | 1,075,598 | | Michael C. Feld | 0 | 0 | 0 | 0 | 0 | | Michael D. Garrison | 207,858 | 31,050 | 322,638 | 0 | 4,464,645 |

  153. Nonqualified Deferred Compensation in Fiscal Year 2025

    (1)The following amounts are reported as compensation in the fiscal year 2025 “Salary” column of the Summary Compensation Table appearing on page 73: Mr. Polen - $114,592; Mr. DelOrefice - $50,308; Mr. Byrd - $45,461; Mr. Feld - $0; and Dr. Garrison - $68,808. The remaining contributions relate to the deferral of fiscal year 2024 PIP awards that were payable in fiscal year 2025. (2)Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table and reflect Company matching and discretionary 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 our NEOs as a result of a termination of employment under various scenarios. The amounts shown assume termination of employment on September 30, 2025. However, the actual amounts that would be paid to these NEOs under each scenario can only be determined at the time of actual termination.

  154. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 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 | 37,284,924 | 0 | 15,548,456 | 19,700,000 | 20,700,000 | | Christopher J. DelOrefice(6) | 10,937,910 | 0 | 4,773,685 | 5,267,104 | 6,117,104 | | Richard E. Byrd | 7,745,564 | 3,615,974 | 4,893,772 | 3,755,846 | 4,530,846 | | Michael C. Feld | 6,064,341 | 0 | 2,230,070 | 2,294,959 | 3,069,959 | | Michael D. Garrison | 8,063,727 | 3,717,360 | 4,994,447 | 3,896,071 | 4,671,071 |

  155. Nonqualified Deferred Compensation in Fiscal Year 2025

    (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 and Byrd and Dr. Garrison, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum. Amount shown for Mr. Feld also reflects the accelerated vesting of Company matching and discretionary credits under BD's 401(k) and deferred compensation plans. (2)Includes for Mr. Byrd and Dr. Garrison, the accelerated vesting of equity compensation awards upon retirement, and PIP award for fiscal 2025 at target. Also includes for Mr. Byrd and Dr. Garrison, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum. The other NEOs were not eligible for retirement as of September 30, 2025. (3)Includes the accelerated vesting of equity compensation awards, outplacement services (with an assumed maximum cost of $100,000), health and welfare benefits, severance benefits (assuming 18 months of salary as severance, as BD does not have a specific severance policy for its executive officers), and PIP award for fiscal 2025 at target. Also includes for Messrs. Polen and Byrd and Dr. Garrison, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum.

  156. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 2026 Notice of Annual Meeting and Proxy Statement | 81 |

  157. Nonqualified Deferred Compensation in Fiscal Year 2025

    (4)Includes the accelerated vesting of equity compensation awards and PIP award for fiscal 2025 at target. Also includes for Messrs. Polen and Byrd and Dr. Garrison, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum. Amount shown for Mr. Feld also reflects the accelerated vesting of Company matching and discretionary credits under BD's 401(k) and deferred compensation plans. (5)Includes the accelerated vesting of equity compensation awards, life insurance benefits and PIP award for fiscal 2025 at target. Also includes for Messrs. Polen and Byrd and Dr. Garrison, amounts distributable under BD’s defined benefit plans, assuming payout as a lump sum. Amount shown for Mr. Feld also reflects the accelerated vesting of Company matching and discretionary credits under BD's 401(k) and deferred compensation plans. (6)In connection with his departure from BD on December 5, 2025, Mr. DelOrefice forfeited all of his unvested awards. The amounts shown in the above table do not include vested deferred compensation distributable upon termination, which is shown on page 81, or the value of vested SARs held by our NEOs as of September 30, 2025, which is shown on page 78. Payments upon termination under change in control agreements BD has entered into an agreement with each of our NEOs 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 Board members 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 NEOs, 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 NEOs; 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 contains any tax reimbursement provisions with respect to any excise tax that may be payable by the executive in connection with a change in control.

  158. Nonqualified Deferred Compensation in Fiscal Year 2025

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  159. Nonqualified Deferred Compensation in Fiscal Year 2025

    The following table sets forth the estimated benefits our NEOs would receive under their agreements in the event the executive was terminated without “cause” or terminated his employment for “good reason” following a change in control. The table assumes a termination date of September 30, 2025.

  160. Nonqualified Deferred Compensation in Fiscal Year 2025

    | Name | Incentive Payment($) | Severance Payment($) | Health and Welfare Benefits($) | Outplacement Services($) | Total($) | | Thomas E. Polen | 2,178,835 | 10,753,605 | 55,500 | 100,000 | 13,087,940 | | Christopher J. DelOrefice | 883,989 | 3,467,979 | 37,000 | 100,000 | 4,488,968 | | Richard E. Byrd | 697,500 | 2,945,000 | 37,000 | 100,000 | 3,779,500 | | Michael C. Feld | 697,500 | 2,945,000 | 37,000 | 100,000 | 3,779,500 | | Michael D. Garrison | 697,500 | 2,945,000 | 37,000 | 100,000 | 3,779,500 |

  161. Nonqualified Deferred Compensation in Fiscal Year 2025

    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 NEO’s termination due to retirement, the NEO’s: •unvested SARs become fully exercisable for their remaining term; •unvested 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 NEO’s termination due to involuntary termination without cause, the NEO’s: •unvested SARs are forfeited and the NEO is entitled to exercise any then-vested SARs for three months following termination; •unvested 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 NEO’s termination due to death or disability, the NEO’s: •unvested SARs become fully exercisable for their remaining term; •unvested 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.

  162. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 2026 Notice of Annual Meeting and Proxy Statement | 83 |

  163. Nonqualified Deferred Compensation in Fiscal Year 2025

    CEO pay ratio Under SEC rules, 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 worldwide employees. For fiscal year 2025, the median annual total compensation of all our employees (other than Mr. Polen) was $45,831 and Mr. Polen’s annual total compensation (as reported in the Summary Compensation Table on page 73) was $17,129,140. 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 374 to 1. In accordance with SEC rules, we identified the median employee as of August 1, 2025 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. 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.

  164. Nonqualified Deferred Compensation in Fiscal Year 2025

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  165. Nonqualified Deferred Compensation in Fiscal Year 2025

    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 2025, 2024, 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.

  166. Nonqualified Deferred Compensation in Fiscal Year 2025

    | | | | | | 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) | | 2025 | 17,129,140 | 3,475,744 | 4,255,404 | 2,161,585 | 89.25 | 130.17 | 1,678 | 21,760 | | 2024 | 17,314,606 | 9,458,369 | 3,956,917 | 2,918,609 | 112.59 | 126.93 | 1,705 | 20,106 | | 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 |

  167. Nonqualified Deferred Compensation in Fiscal Year 2025

    (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 NEOs: (i) in 2025, Christopher J. DelOrefice, Richard E. Byrd, Michael C. Feld and Michael D. Garrison, (ii) in 2024, Christopher J. DelOrefice, Richard E. Byrd, Michael D. Garrison and Shana Neal, (iii) in 2023, Christopher J. DelOrefice, Michael D. Garrison, David B. Hickey and Shana Neal, and (iv) in 2022, Christopher J. DelOrefice, David B. Hickey, Samrat S. Khichi, Alberto Mas and Shana Neal. (2)Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEO NEOs reflect the amounts set forth in columns (c) and (e) 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 NEO’s compensation for fiscal year 2025, see the Compensation Discussion and Analysis section beginning on page 50.

  168. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 2026 Notice of Annual Meeting and Proxy Statement | 85 |

  169. Nonqualified Deferred Compensation in Fiscal Year 2025

    | | CEO 2025 | Non-CEO NEOs 2025 | CEO 2024 | Non-CEO NEOs 2024 | CEO 2023 | Non-CEO NEOs 2023 | CEO 2022 | Non-CEO NEOs 2022 | CEO 2021 | Non-CEO NEOs 2021 | | Summary Compensation Table Total | $17,129,140 | $4,255,404 | $17,314,606 | $3,956,917 | $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 | (13,303,715) | (2,613,374) | (13,237,825) | (2,405,935) | (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 | 10,120,140 | 1,987,995 | 12,671,208 | 2,302,961 | 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 | (8,282,117) | (1,178,828) | (4,639,093) | (642,674) | 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 | (1,951,005) | (240,954) | (2,512,443) | (239,270) | 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 | (236,700) | (48,658) | (343,669) | (82,894) | (313,046) | (50,658) | (154,081) | (44,013) | (170,152) | (112,292) | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | 205,585 | 29,504 | 158,523 | 30,834 | 144,357 | 27,795 | 137,449 | 64,592 | | Compensation Actually Paid | 3,475,744 | 2,161,585 | 9,458,369 | 2,918,609 | 29,765,803 | 5,958,393 | 15,043,146 | 3,618,600 | 16,684,546 | 4,215,851 |

  170. Nonqualified Deferred Compensation in Fiscal Year 2025

    Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the respective fiscal year-end, 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, 2025. 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

  171. Nonqualified Deferred Compensation in Fiscal Year 2025

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  172. Nonqualified Deferred Compensation in Fiscal Year 2025

    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, 2025. Effective September 30, 2024, the U.S. pension plan is frozen and plan participants no longer accrue service benefits under the plan after such date. (3)TSR is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with SEC rules. The peer group for purposes of this table is the S&P 500 Healthcare 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, 2025, 2024, 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, 2025, 2024, 2023, 2022 and 2021 was $1.67 billion, $1.7 billion, $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 NEO's 2025 compensation to performance.

  173. Nonqualified Deferred Compensation in Fiscal Year 2025

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

  174. Nonqualified Deferred Compensation in Fiscal Year 2025

    * These performance measures do not conform to generally accepted accounting principles. The Compensation Discussion and Analysis section beginning on page 50 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 SEC rules, we are providing the following graphic depictions of the relationships between information presented in the Pay versus Performance table.

  175. Nonqualified Deferred Compensation in Fiscal Year 2025

    | 2026 Notice of Annual Meeting and Proxy Statement | 87 |

  176. 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.

  177. 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.

  178. 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.

  179. Compensation Actually Paid versus Revenue

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  180. Compensation Actually Paid versus Revenue

    At the 2026 Annual Meeting, BD shareholders will be asked to approve an amendment to our 2004 Employee and Director Equity-Based Compensation Plan (the “2004 Plan”) to increase the number of authorized shares of our common stock that may be issued under the 2004 Plan. Purpose of the 2004 Plan We use awards under the 2004 Plan to attract, retain and motivate associates throughout the BD organization who are important to BD’s future and to align the interests of our associates with those of our shareholders. The Board believes that BD must continue to offer equity compensation awards to successfully attract and retain the best possible BD associates. We also provide awards under the 2004 Plan to Board members to align their interests with those of our shareholders. Description of proposed amendment The proposed amendment to Section 5 of the 2004 Plan would increase the shares available for awards by 3,935,000 shares, from 51,700,000 to 55,635,000. Under the amendment, all of the 3,935,000 shares to be added by the amendment may be used for full-value awards. “Full-value” awards are any type of awards other than stock options and SARs. This would include, for instance, Performance Units and TVUs. No other amendments to the 2004 Plan are being proposed. If the proposed amendment is approved at the 2026 Annual Meeting, BD intends to register the additional shares under the Securities Act of 1933, as amended, as soon as practicable following the 2026 Annual Meeting. A copy of the 2004 Plan as proposed to be amended (with deleted text indicated by strikethroughs and new text underlined) is attached to this proxy statement as Appendix B. No other amendments to the 2004 Plan are being proposed. Shares available under our equity compensation plans and share usage As of November 30, 2025, 6,995,914 shares of BD common stock remained available for the issuance of awards under the 2004 Plan, assuming outstanding Performance Units vest at target. This includes 2,637,067 shares available for full-value awards. To the extent any outstanding award granted under the 2004 Plan is canceled or expires, the shares subject to the award will become available again for issuance. Also, shares underlying awards issued in assumption of, or substitution for, awards issued by a company acquired by BD (referred to as “Substitute Awards”) will not reduce the number of shares remaining available for issuance under the 2004 Plan. In the event an award is exercised through the delivery of BD shares or withholding tax liabilities arising from an award are satisfied by the withholding of shares by the Company, the shares so delivered or withheld will not be available for issuance under the 2004 Plan. In addition, upon the exercise of a SAR, the greater of the number of shares subject to the SAR and the number of shares issued in connection with the exercise will be deducted from the number of shares available for issuance under the 2004 Plan. Potential dilution; Burn rate When considering the number of additional shares proposed to be made available for grant under the 2004 Plan, the Compensation Committee reviewed, among other things, the potential dilution to our shareholders as measured by the gross run rate, or "burn rate". Burn rate is defined as the number of

  181. Compensation Actually Paid versus Revenue

    | 2026 Notice of Annual Meeting and Proxy Statement | 89 |

  182. Compensation Actually Paid versus Revenue

    shares subject to awards granted under the Company's equity incentive plans divided by the Company's basic weighted average number of common shares outstanding at the end of the year. BD's burn rate has averaged 0.61% over the past three years. Material terms of the 2004 Plan The following is a summary of the material features of the 2004 Plan. This summary is qualified in its entirety by the full text of the 2004 Plan attached as Appendix B.