Board, Committee and annual meeting attendance
The Board and its Committees held the following number of meetings during fiscal year 2018:
The Executive Committee did not meet during fiscal year 2018. BD’s non-management directors met in executive session at each of the Board meetings held during fiscal year 2018.
During fiscal year 2018, all directors attended at least 75% of the total number of meetings of the Board and the Committees on which he or she served.
The Board has adopted a policy pursuant to which directors are expected to attend our annual shareholder meetings in the absence of a scheduling conflict or other valid reason. All of the then-serving directors attended BD’s 2018 Annual Meeting of Shareholders.
Non-management directors’ compensation
The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors. The key elements of BD’s non-management director compensation are a cash retainer, equity compensation, Committee chair fees and Lead Director fees. Of the base compensation paid to the non-management directors (cash retainer and equity), approximately two-thirds is equity-based compensation. See “Corporate Governance—Other significant governance practices—Equity ownership by directors” on page 17. Mr. Forlenza does not receive compensation related to his service as a director.
Each non-management director currently receives an annual cash retainer of $107,000 for services as a director. Directors do not receive meeting attendance fees.
Each non-management director elected at an annual shareholders meeting is granted restricted stock units then valued at $209,000 (using the same methodology used to value awards made to our executive officers). Directors newly elected to the Board receive a restricted stock unit grant that is prorated from the effective date of their election to the next Annual Meeting of Shareholders. The restricted stock units vest and are distributable at the following annual shareholders meeting, unless deferred at the election of the director.
Committee chair/Lead Director fees
Annual fees for service as a Committee chair and as Lead Director are set forth below. No fee is paid to the chair of the Executive Committee.
Audit Committee chair
Compensation Committee chair
Governance Committee chair
QRC Committee chair
SMIT Committee chair
BD reimburses non-management directors for travel and other business expenses incurred in the performance of their services for BD. Directors may travel on BD aircraft in connection with such activities, and, on limited occasions, spouses of directors have joined them on such flights. Per SEC rules, no compensation is attributed to the directors for these flights in the table