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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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We continued to make strategic acquisitions and divestitures, including the acquisition of TVA Medical (a developer of minimally invasive vascular access solutions for patients with chronic kidney disease requiring hemodialysis), the divestiture of our remaining interest in the Vyaire joint venture (our former Respiratory Solutions business), and the agreement to divest our Advanced Bioprocessing business.

We achieved our target of $350 million in annualized cost synergies relating to the CareFusion transaction, well above our original estimate of $250 million at the time the acquisition was announced.

We continued to drive significant underlying operating margin expansion as a result of operating efficiencies, cost leverage, and cost synergy capture.

Important progress was made on transformational programs throughout BD, including the completion of Project TraCE (the previously announced change in the business model of our dispensing business), and changes to our organization and internal management systems to further align them with our business strategy, increase efficiency and build new capabilities. These changes included the implementation of a new global supply chain organization and process changes to enhance our product development capabilities.

Net cash from operations remained strong, at approximately $2.9 billion, and we increased our dividend for the 46th consecutive year.
Compensation decisions
Salary. Mr. Forlenza, our CEO, received a salary increase during the year from $1,165,000 to $1,200,000 to recognize his continued performance and to keep his salary competitive with the median of peer companies. Messrs. Reidy and Polen received salary increases that were in line with increases at BD generally.
PIP awards. For 2018, we met or exceeded target performance for all three PIP performance measures — adjusted earnings per share, revenue and free cash flow — resulting in available funding for PIP awards of 110% of target. The PIP award made to Mr. Forlenza was 110% of his target award, and awards ranged from 110% to 132% of target for our other named executive officers, as discussed below. We believe that the 2018 PIP awards appropriately reflect the respective contributions of our named executive officers to BD’s strong financial performance during the year, as well as to the completion of the acquisition and initial integration of Bard, the successful completion of the CareFusion integration, and progress made on important strategic initiatives at BD.
Equity compensation. Consistent with our past practice, equity compensation represented a significant component of total compensation in 2018. There were increases in total award values in 2018 over the prior year for the awards granted to Messrs. Forlenza, Reidy and Polen to recognize their performance and reflect prevailing market practices.
Objectives of Our Executive Compensation Program
The objectives of our executive compensation program include:
Aligning the interests of our executives with our shareholders through equity compensation and share retention guidelines.
Driving superior business and financial results by setting clear, measurable short- and long-term performance targets that support our business strategy and the creation of long-term shareholder value, while at the same time taking care to ensure that our executives are not incentivized to take inappropriate risks.
Maintaining a pay-for-performance philosophy by tying a significant portion of pay to performance against our performance targets.
Offering competitive compensation that helps attract and retain high-performing executives who are essential to executing our strategy and creating long-term value for our shareholders.

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