BECTON DICKINSON & CO
For the period ended Dec 12, 2025. Filed Dec 18, 2025.
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Dec 12, 2025 · Filed Dec 18, 2025
Contents
Pay versus performance
Pay versus performance table
The following table sets forth the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Revenue over such years in accordance with SEC rules.
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| Year(a) | SummaryCompensationTable Total forCEO(1) ($) (b) | CompensationActually Paidto CEO(2) ($) (c) | AverageSummaryCompensationTable Total forNon-CEONamedExecutiveOfficers(1) ($) (d) | AverageCompensationActually Paidto Non-CEONamedExecutiveOfficers(2) ($) (e) | TotalShareholderReturn(3) ($) (f) | Peer GroupTotalShareholderReturn(3) ($)(g) | Net Income($ Millions)(4)(h) | Revenue(5)($ Millions)(i) |
| 2025 | 17,129,140 | 3,475,744 | 4,255,404 | 2,161,585 | 89.25 | 130.17 | 1,678 | 21,760 |
| 2024 | 17,314,606 | 9,458,369 | 3,956,917 | 2,918,609 | 112.59 | 126.93 | 1,705 | 20,106 |
| 2023 | 17,309,938 | 29,765,803 | 4,523,549 | 5,958,393 | 118.60 | 101.81 | 1,484 | 18,935 |
| 2022 | 16,711,236 | 15,043,146 | 4,192,099 | 3,618,600 | 101.20 | 90.18 | 1,779 | 19,170 |
| 2021 | 14,189,333 | 16,684,546 | 3,741,372 | 4,215,851 | 107.10 | 126.81 | 2,092 | 19,960 |
(1)Compensation for our CEO, Thomas E. Polen, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEO NEOs includes the following NEOs: (i) in 2025, Christopher J. DelOrefice, Richard E. Byrd, Michael C. Feld and Michael D. Garrison, (ii) in 2024, Christopher J. DelOrefice, Richard E. Byrd, Michael D. Garrison and Shana Neal, (iii) in 2023, Christopher J. DelOrefice, Michael D. Garrison, David B. Hickey and Shana Neal, and (iv) in 2022, Christopher J. DelOrefice, David B. Hickey, Samrat S. Khichi, Alberto Mas and Shana Neal.
(2)Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEO NEOs reflect the amounts set forth in columns (c) and (e) of the table above, respectively, adjusted as set forth in the table below in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the CEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and our other NEO’s compensation for fiscal year 2025, see the Compensation Discussion and Analysis section beginning on page 50.
| 2026 Notice of Annual Meeting and Proxy Statement | 85 |
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| CEO 2025 | Non-CEONEOs 2025 | CEO 2024 | Non-CEONEOs 2024 | CEO 2023 | Non-CEONEOs 2023 | CEO 2022 | Non-CEONEOs 2022 | CEO 2021 | Non-CEONEOs 2021 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total | $17,129,140 | $4,255,404 | $17,314,606 | $3,956,917 | $17,309,938 | $4,523,549 | $16,711,236 | $4,192,099 | $14,189,333 | $3,741,372 |
| Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (13,303,715) | (2,613,374) | (13,237,825) | (2,405,935) | (13,536,017) | (2,916,651) | (12,627,967) | (2,446,702) | (10,328,129) | (2,275,487) |
| Plus Fair Value for Awards Granted in the Covered Year That Remain Unvested at the End of the Covered Year | 10,120,140 | 1,987,995 | 12,671,208 | 2,302,961 | 16,001,719 | 3,382,509 | 12,182,073 | 1,900,248 | 13,014,873 | 2,802,179 |
| Plus Fair Value for Awards Granted in the Covered Year That Vested in the Covered Year | — | — | — | — | — | — | — | 237,067 | — | — |
| Change in Fair Value of Outstanding Unvested Awards from Prior Years | (8,282,117) | (1,178,828) | (4,639,093) | (642,674) | 9,575,664 | 898,856 | (800,866) | (44,627) | 156,433 | 42,169 |
| Change in Fair Value of Awards from Prior Years That Vested in the Covered Year | (1,951,005) | (240,954) | (2,512,443) | (239,270) | 569,022 | 89,954 | (411,606) | (106,720) | (315,261) | (46,681) |
| Less Fair Value of Awards Forfeited During the Covered Year | — | — | — | — | — | — | — | (96,546) | — | — |
| Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | — | — | — | — | — | — | — | — | — |
| Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (236,700) | (48,658) | (343,669) | (82,894) | (313,046) | (50,658) | (154,081) | (44,013) | (170,152) | (112,292) |
| Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | 205,585 | 29,504 | 158,523 | 30,834 | 144,357 | 27,795 | 137,449 | 64,592 |
| Compensation Actually Paid | 3,475,744 | 2,161,585 | 9,458,369 | 2,918,609 | 29,765,803 | 5,958,393 | 15,043,146 | 3,618,600 | 16,684,546 | 4,215,851 |
Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the respective fiscal year-end, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. For a description of the
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methodology and assumptions used to determine the amounts reflected in these columns, see Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Effective September 30, 2024, the U.S. pension plan is frozen and plan participants no longer accrue service benefits under the plan after such date.
(3)TSR is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with SEC rules. The peer group for purposes of this table is the S&P 500 Healthcare Equipment & Supplies Index, which the Company also utilizes in the stock performance graph included in its annual report to shareholders.
(4)Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2025, 2024, 2023, 2022 and 2021. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. “Net Income from Continuing Operations” is in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2025, 2024, 2023, 2022 and 2021 was $1.67 billion, $1.7 billion, $1.53 billion, $1.64 billion and $1.60 billion, respectively.
(5)Revenue represents the most important financial performance measure used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Revenue as set forth in the table is a non-GAAP measure and does not conform to generally accepted accounting principles. Revenue includes results from BD's continuing operations and is adjusted to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to BD, compared to the rates we budgeted for that fiscal year. For our fiscal year 2021 PIP, the Compensation Committee set two separate revenue targets, one for revenues from our BD Veritor TM COVID-19 test and the other for our base business (which excludes COVID-19 only diagnostic testing). Revenue as set forth in the table for fiscal year 2021 reflects the combined performance. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the table for fiscal year 2023 has been adjusted for the divestiture.
Tabular list of most important financial performance measures
The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEO's 2025 compensation to performance.
Performance Measures
Revenue*
Adjusted EPS*
Free cash flow*
Operating margin*
ROIC*
- These performance measures do not conform to generally accepted accounting principles. The Compensation Discussion and Analysis section beginning on page 50 includes a description of these metrics.
Analysis of the information presented in the pay versus performance table
As described in more detail in the Compensation Discussion & Analysis section of this proxy statement, the Company’s executive compensation program reflects our commitment to pay-for-performance. We selected Revenue as our Company selected measure in our Pay versus Performance table above for purposes of evaluating Pay versus Performance because it is a key performance metric within our annual incentive plan and our long-term incentive compensation programs. While we utilize several performance measures to align executive compensation with performance, we do not present all of these measures in the Pay versus Performance table above.
In accordance with SEC rules, we are providing the following graphic depictions of the relationships between information presented in the Pay versus Performance table.
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Compensation Actually Paid versus Total Shareholder Return
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s cumulative TSR and the cumulative TSR of the peer group.
Compensation Actually Paid versus Net Income
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s Net Income. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The chart below does not adjust for discontinued operations so the results are not comparable across periods.
Compensation Actually Paid versus Revenue
The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s Revenues. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The chart below does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the chart for fiscal year 2023 has been adjusted for the divestiture.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.