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SEC Filings / Section 16 Reports

DEF 14A
BECTON DICKINSON & CO filed this Form DEF 14A on 12/03/2018
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recommendations and market comparison data regarding compensation levels for comparable positions at peer companies. All decisions regarding the compensation of BD’s other executive officers are made in executive session.
The Board has delegated responsibility for formulating recommendations regarding non-management director compensation to the Governance Committee, which is discussed below.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Members
Function
Gary A. Mecklenburg—Chair
Catherine M. Burzik
Claire M. Fraser
Christopher Jones
Marshall O. Larsen
Claire Pomeroy
    Identifies and recommends candidates for election to the Board.
    Reviews the composition, structure and function of the Board and its Committees, as well as the compensation of non-management directors.
    Monitors BD’s corporate governance and Board practices, and oversees the Board’s self-evaluation process.
    Oversees matters impacting BD’s image, reputation and corporate responsibility, which may include, without limitation, communications, community relations, public policy and government relations activities, and sustainability.
The Board has determined that each member of the Governance Committee meets the independence requirements of the NYSE. Christopher Jones will become Chair of the Governance Committee following Mr. Mecklenburg's retirement from the Board at the conclusion of the 2019 Annual Meeting.
As stated above, the Governance Committee reviews the compensation of BD's non-management directors and makes recommendations to the Board regarding director compensation. The Governance Committee may not delegate these responsibilities to another Committee, an individual director or members of management. The Governance Committee has retained Pay Governance as an independent consultant for this purpose. Pay Governance’s responsibilities include providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management director compensation practices, and advising the Governance Committee regarding the components and levels of non-management director compensation. The Governance Committee is not aware of any conflict of interest on the part of Pay Governance or any other factor that would impair Pay Governance’s independence. Executive officers do not play any role in either recommending or determining non-management director compensation.
QUALITY AND REGULATORY COMPLIANCE COMMITTEE
Members
Function
Catherine M. Burzik—Chair
Claire M. Fraser
Christopher Jones
Marshall O. Larsen
Gary A. Mecklenburg
Claire Pomeroy
Timothy M. Ring
    Oversees BD’s quality strategy and the systems and processes in place to monitor product quality and safety and compliance with regulatory requirements.
    Reviews the results of any product quality and quality system assessments by BD and external regulators.
    Review any significant product quality, safety or regulatory issues that arise.
SCIENCE, MARKETING, INNOVATION AND TECHNOLOGY COMMITTEE
Members
Function
Claire M. Fraser—Chair
Catherine M. Burzik
R. Andrew Eckert
Willard J. Overlock, Jr.
Claire Pomeroy
Rebecca W. Rimel
Timothy M. Ring
    Oversees BD’s major innovation activities and new product development programs.
    Reviews the alignment of BD’s research and development, medical and regulatory affairs, and strategic marketing activities to BD’s corporate strategy.
    Reviews potentially disruptive trends in technology, medical practice or the external environment.


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