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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
 

into with executive officers will not contain these provisions. The agreements with the other named executive officers do not contain tax reimbursement provisions.
Other change in control provisions
The equity grants awarded in 2018 include a double-trigger vesting provision upon a change in control. Under this provision, the awards will not automatically vest upon a change in control if the awards are either continued or replaced with similar awards. In those instances, the awards will automatically vest only if the executive is terminated without “cause” or terminates employment for “good reason” (as such terms are defined in the plan) within two years of the change in control.
Awards granted prior to January 1, 2015 immediately vest upon a change in control. Unlike the double-trigger discussed above, no termination of employment is required for the accelerated vesting of these awards. We originally provided for single-trigger vesting for awards because we believed it provided our associates with the same opportunity as our shareholders to realize the value created by the transaction, but moved to a double-trigger to align BD’s plan with what the Compensation Committee believes are best practices in this area.
Significant Policies and Other Information Regarding
Executive Compensation
Clawback policy
We have a policy that gives the Board the discretion to require a member of the BD Leadership Team (which includes the top senior leaders at BD, including the named executive officers) to reimburse BD for any PIP award or Performance Unit payout that was based on financial results that were subsequently restated as a result of that person’s misconduct. The Board also has the discretion to cancel any equity compensation awards (or recover payouts under such awards) that were granted to such person with respect to the restated period, and to require the person to reimburse BD for any profits realized on any sale of BD stock occurring after the public issuance of the financial statements that were subsequently restated.
The policy also gives the Board the authority to require members of the BD Leadership Team who were not involved in the misconduct to reimburse BD for the amount by which their PIP award or Performance Unit payouts exceeded the amount they would have received based on the restated results.
Share retention and ownership guidelines
To increase executive share ownership and promote a long-term perspective when managing our business, our named executive officers and certain other members of the BD Leadership Team are required to retain, in shares of BD stock, 75% of the net after-tax proceeds from any equity compensation awards granted to them after they become a member of the BD Leadership Team. They are subject to these requirements until they achieve and maintain the required ownership level. The required ownership levels are:
 
CEO; President
5 times salary
Other Executive Officers
3 times salary
Certain Other BD Leadership Team Members
1 times salary

What counts as ownership
 
What does not count as ownership
• Shares held directly
 
•   Unvested SARs
• Shares held through 401(k) Plan, Restoration Plan and GSIP
 
•   Unvested Performance Units
•   TVUs
 
 
Messrs. Forlenza, Reidy and Khichi have holdings in excess of their ownership requirement. Messrs. Polen and Kaltenbach have not yet attained their required ownership levels. Mr. Polen was appointed President in April 2017 and Mr. Kaltenbach joined BD in May 2018.

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