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SEC Filings / Section 16 Reports

DEF 14A
BECTON DICKINSON & CO filed this Form DEF 14A on 12/03/2018
Entire Document
 

The Key Elements of Our Compensation Program
The key elements of our executive compensation program are summarized in the table below.
Component
 
Description
 
 
Purpose
 
 
 
 
Base salary
 
Fixed cash compensation based on performance, scope of responsibilities, experience and competitive pay practices.
 
)
)
)
)
Provide a fixed, baseline level of compensation.
 
 
 
 
PIP
 
Annual variable cash payment tied to performance during the fiscal year.
 
)
)
)
)
)
Drive business performance on an annual basis.
 
Reward individual contributions to BD’s performance.
Long-term equity compensation:
 
 
 
 
 
 
 
 
 
•  SARs
 
Exercisable for shares based on difference between exercise price and BD stock price.
 
)
)
)
)
)
)
)
)
)
)
)
)
)
Increase executive ownership to align interests with shareholders.

Promote executive retention.

Drive long-term, sustained business performance.

Reward creation of shareholder value.
•  Performance Units
 
Performance-based restricted stock units, with payout tied to BD’s performance over three-year performance period.
 
•  TVUs
 
Restricted stock units that vest in three annual installments.
 
Our Emphasis on Pay-for-Performance
Performance-based compensation
The compensation of our named executive officers is weighted towards performance-based compensation, where the actual amount received varies based on company and individual performance. The chart below shows the performance-based and fixed portions of the 2018 compensation paid to Mr. Forlenza and the other named executive officers (excluding the cash retention and sign-on payments made to Messrs. Khichi and Kaltenbach upon joining BD).
2018 Total Compensation*
 
 http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12578564&doc=14
*
Actual amounts received (and the percentage of total compensation coming from performance-based compensation) may differ from target amounts based on performance and BD’s stock price.

“Performance-based” compensation includes PIP awards, Performance Units and SARs, while “Fixed” compensation includes salary and TVUs. We consider SARs performance-based compensation because they require stock price appreciation to deliver value to an executive.

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