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SEC Filings / Section 16 Reports

BECTON DICKINSON & CO filed this Form DEF 14A on 12/03/2018
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The PIP awards made to Messrs. Forlenza, Kaltenbach and Khichi were in-line or slightly above the PIP performance factor of 110%.
Mr. Reidy received an award of 121% of target in recognition of the role he played in helping BD achieve strong financial performance for the year. His award also recognizes Mr. Reidy’s efforts in fully realizing the cost synergies from the CareFusion integration, which exceeded our original estimates, and the progress made to date in recognizing synergies from the Bard transaction. It also reflects the continued progress made during the year in functional transformation at BD, including our shared service centers and IT function, and Mr. Reidy’s significant role in reducing BD’s overall debt level and interest expense, the sale of our remaining interest in Vyaire, and the successful implementation of Project TraCE, the previously announced change in the business model of our dispensing business.
Mr. Polen received an award of 132% of target, reflecting his outstanding leadership and performance during the year. This included his role in driving revenue growth across all three of our business segments. In this regard, Mr. Polen also led our Medical Segment for most of the year, and the segment finished ahead of budget for the year. The award also reflects Mr. Polen’s key roles in strategy development, the integration of the Bard acquisition (including the retention of key Bard executives), improvements in new product development and innovation processes across the company, and the successful completion of Project TraCE, as well as his leadership in overseeing a number of significant organizational changes throughout the year, including the appointment of new leaders in each of our three segments.
Equity compensation awards
The Compensation Committee made the equity compensation awards to the named executive officers shown in the Summary Compensation Table on Page 37 during 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. The Summary Compensation Table also reflects awards made to Messrs. Kaltenbach and Khichi upon their joining BD, which are discussed below.
The Performance Units granted to our named executive officers cover the 2018-2020 performance period, and originally had a target average ROIC of 18.4% (with threshold performance at 13.4% and maximum performance of 23.4%), along with the relative TSR performance metric discussed earlier. Because the Bard transaction significantly increased BD’s asset base, the Compensation Committee subsequently lowered the ROIC target for these Performance Units to 12.2% to better reflect the anticipated ROIC of the combined company over the performance period. Adjustments were also made to the ROIC target for the Performance Units covering the 2016-2018 and 2017-2019 performance periods.
Other Compensation Actions
Compensation of Mr. Kaltenbach. In connection with his joining BD as President of our Life Sciences segment, Mr. Kaltenbach’s base salary was set at $650,000. Mr. Kaltenbach received a sign-on equity award of approximately $2.8 million and a sign-on cash award of $2 million, and will also receive an equity award of at least $2.8 million on the first anniversary of his employment with BD. These grants and payments are intended to compensate Mr. Kaltenbach for the equity awards from his former employer that he forfeited when he joined BD. BD may also make up to two discretionary cash payments of up to $750,000 each to Mr. Kaltenbach to the extent his former employer reports results that would have resulted in an above-target payouts of the performance-based equity awards Mr. Kaltenbach held with his former employer. These terms were the result of negotiations between BD and Mr. Kaltenbach in connection with his recruitment and were approved by the Compensation Committee, in consultation with its independent consultant, as a reasonable inducement for Mr. Kaltenbach to join BD.
Compensation of Mr. Khichi. Mr. Khichi joined BD from Bard in connection with the Bard acquisition. Upon joining BD, Mr. Khichi’s base salary was set at $600,000, and he received an equity award of approximately $1.75 million in accordance with the terms of the Bard acquisition agreement and his retention agreement with BD. In exchange for Mr. Khichi waiving his rights to certain payments under his change-in-control agreement with Bard, BD also agreed to make three cash payments of approximately $1.05 million each to Mr. Khichi, the first of which was made upon the closing of the Bard transaction. The remaining payments will be made on the first and second anniversaries of Mr. Khichi’s employment with BD. Upon a termination of Mr. Khichi's employment without "cause" or by Mr. Khichi with "good reason" (as defined in Mr. Khichi's offer letter), or upon his death or disability, any remaining retention payments will be paid by BD.