BECTON DICKINSON & CO BDX

44% shingled-prose overlap between the two filings.

2024: 97,628 chars · 2025: 105,058 chars

• Committee Report:35% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):69% overlap (2,318 → 2,265 chars)
• Say-on-Pay proposal:35% overlap (25,000 → 25,000 chars)

• changedThe named executive officers for fiscal year 2025 2024were:
• new•Michael C.
• newFeld, Executive Vice President, Chief Revenue Officer and President, Life Sciences Segment
• changedGarrison, Executive Vice President and President, Medical Essentials and BioPharma Systems Segments Segment
• newOn October 15, 2025, Mr. Feld's role was expanded to include the added title of Chief Revenue Officer.
• newHe will remain Executive Vice President and President, Life Sciences Segment until the closing of the RMT transaction with Waters Corporation (“Waters”) to combine the BD Biosciences and Diagnostic Solutions business with Waters (the “Waters RMT Transaction”).
• newIn addition, on October 15, 2025, we disclosed that Mr. DelOrefice notified us of his resignation in order to pursue a new professional opportunity.
• newMr. DelOrefice remained in his role until his departure on December 5, 2025.
• changedAll references in this section to years are references to our fiscal year, which starts on October 1 and ends on September 30, unless otherwise noted.
• changedHave an independent advisor engaged by our Compensation Committee to advise on assistindesigning our compensation program and making compensation decisions.
• newBenchmark compensation levels and design to support a competitive compensation program.
• newNo employment agreements with our executive officers.
• changedDo not follow market practices that are not aligned Noemploymentagreementswith the Company's business or talent strategies.Pay ourexecutiveofficers.Payfor Performance Align executive compensation with the execution of our business strategy by using performance metrics that reward behaviors that support our business objectives and long-term shareholder value.
• newLarge majority of compensation is at-risk and tied to the performance of the Company.
• newClawback policies tied to financial restatements, breaches of restrictive covenants or certain misconduct that goes beyond requirements of NYSE listing standards.
• changed2026 2025Notice of Annual Meeting and Proxy Statement51
• changedIn 2025, BD management operated operatesthe business consistent with thethree core strategies: Grow, Simplify and Empower under our BD 2025 strategy. Empower.
• changedPay ElementType2025 ElementType2024Performance MetricsAlignment with Strategic Imperatives Base SalaryCashGrowAccelerate revenue growth and shift into higher growth marketsDrive operational excellence to improve customer experience and expand marginsPIP (annualincentive)At-risk cash•Revenues (40%)•Adjusted Earnings Per Share (20%)•Operating Margin (20%)•Free Cash Flow Conversion (20%)± 5% Strategic Scorecard ModifierSimplifyBoldly expand and embed simplificationStrengthen and achieve quality and compliance cultureLong-term IncentivePerformanceUnits (50%)•Revenue Growth (50%)•Return on Invested Capital (50%)± 20% Relative Total Shareholder Return ModifierEmpowerEmpower our teams with the right strategy, culture, capabilities and digital backboneStock Appreciation Rights ("SARs") (25%)•Stock (30%)•StockPrice AppreciationTime Vested Units (“TVUs”) (25%)•Stock (20%)•StockPrice Appreciation
• changedUpdates for 2025 2024Compensation Program
• newFor the 2025 performance period, aligned with our Grow and Simplify core strategies of BD 2025, the Compensation Committee in November 2024, approved and updated the methodology for calculating achievement of performance for the free cash flow metric in the annual incentive program (“PIP”).
• newThe Compensation Committee updated the free cash flow metric from free cash flow as a percentage of revenue to free cash flow conversion as a percentage of adjusted net income to align payouts with how investors track BD’s cash discipline.
• newThis updated metric also reinforces robust cash planning and prioritization reviews which align management interests with shareholders.
• newAdditionally, for the long-term incentive (“LTI”) program, to provide a consistent framework for all senior leaders at BD who are VP level and above, the Compensation Committee adjusted the November 2024 LTI grant mix for the executive officers to move from 30% SARs to 25% SARs and 20% TVUs to 25% TVUs, keeping the weighting of Performance Units consistent at 50%.
• new2025 financial performance**
• new$21.8BTotal Revenues$5.82Reported EPS$14.40Adjusted Diluted EPS~$3.4BNet Cash From Continuing OperationsExecuting strategic transformation to unlock value through New BDBD is taking decisive actions to become a focused, pure-play MedTech leader, with the goal of unlocking significant value for shareholders and positioning the Company for sustainable growth.•New BD has a deep innovation pipeline in attractive markets such as Biologic Drug Delivery, Advanced Patient Monitoring, Urinary Incontinence, and Advanced Tissue Regeneration, as well as a best-in-class consumables revenue profile of over 90%.•Achieved record fiscal year 2025 revenue of $21.8 billion, GAAP EPS of $5.82 and record adjusted diluted EPS of $14.40**.•Re-architected our operating model to align commercial teams directly with each business unit, expanded sales force in high-growth markets, and appointed a Chief Revenue Officer to accelerate our initiatives to become a best-in-class commercial organization to deliver incremental growth.•Launched BD Incada™, an AI-enabled platform that will unify BD device data into one intelligent ecosystem, and our next generation BD Pyxis™ Pro Medication Dispensing platform, that delivers smarter, more secure medication storage, which enables faster access at the point of care.•Strong momentum with over 25 new product launches across high-growth end-markets as BD 2025 investments advance to market.BD Excellence continues to drive operational performanceBD Excellence continues to drive strong P&L leverage, enabling reinvestment in innovation and commercial capabilities.•BD Excellence is driving robust improvements across our manufacturing sites, resulting in improvements in quality, reaching record highs this year driven by a 50% reduction in manufacturing non-conformances, and productivity, up over 8% year-over-year, helping us achieve the lowest CapEx-to-revenue ratio in over a decade.•Consistently executed on our margin goals in fiscal year 2025, driven by BD Excellence, supporting incremental investments in sell and R&D.Portfolio optimization and enhanced capital allocation strategyOn track to complete the value-creating combination of Biosciences and Diagnostic Solutions with Waters Corporation (“Waters”) via a tax-efficient Reverse Morris Trust (“RMT”) transaction (the “Waters RMT Transaction”), positioning New BD for consistent growth and continued margin momentum, with an enhanced capital allocation framework.•The Waters RMT Transaction maximizes BD shareholder value by securing a ~39% ownership interest in the combined company and BD’s shareholders proportionate participation in future value-creation initiatives and growth, while continuing to capture benefits from the New BD transformation.•BD to receive expected transaction cash distribution of ~$4 billion*, with commitment to use at least half of the cash proceeds for share repurchases, with the balance used for debt repayment.•Returned $2.2 billion dollars to shareholders in fiscal year 2025, through share repurchases and dividends.•54th consecutive year of dividend increases, extending our long-standing recognition as a member of the S&P 500 Dividend Aristocrats Index, a distinction that reflects the consistency and reliability of our dividend policy.•Continue to make progress towards ~2.5x net leverage target.
• new* Amount of cash distribution subject to adjustment for cash, working capital and indebtedness and in the event that additional Waters shares are issued to BD shareholders in the Waters RMT Transaction in order to achieve tax ownership threshold.
• changed** *We refer above to certain financial measures that do not conform to generally accepted accounting principles ("GAAP"). GAAP.
• changed2026 2025Notice of Annual Meeting and Proxy Statement53
• changed2025 2024executive compensation decisions
• changedBelow is a summary of compensation actions taken in 2025 2024with respect to our NEOs.
• changedMr. Polen andMs.Nealeachreceived a salary increase increasesof 3% during the year, consistent with salary increases made generally at BD.
• newMr. Byrd and Dr. Garrison received a 10.7% and 3.3% salary increase, respectively, to commensurately progress their pay towards the market median based on continued growth in their roles as Segment Presidents.
• changedMr. DelOrefice received a 6.3% 7.9%increase to maintain market competitiveness with peers.
• newMr. Feld received no salary increase as he joined BD in August 2024.
• newBD's performance for the year resulted in a calculated financial performance factor of 77% of target under the PIP formula.
• newBD’s 2025 PIP, including the metrics and targets, were selected and approved in November 2024, prior to the announcement and implementation of tariffs imposed by the U.S. government and reciprocal tariffs imposed by its trading partners.
• newOnce the tariffs were in effect, rather than revising the metrics or the targets mid-cycle, the Compensation Committee worked with its independent consultant to develop an approach to considering the appropriateness of adjustments to the financial results.
• newFollowing the Compensation Committee’s creation of a framework to consider adjusting the PIP performance factor, a holistic review of the list of considerations for decision-making and the scorecard to evaluate the management of the tariff impact on BD as discussed on page 64, the Compensation Committee approved a final PIP performance factor of 85%.
• changedFor more information, see "2025 "2024Compensation Actions" beginning on page 62. 59.
• newAll the NEOs received a PIP award consistent with the final PIP performance factor of 85%; payouts were based on individualized performance percentages and the final PIP performance factor of 85%.
• changedFor a full discussion of the 2025 2024PIP awards made to our NEOs, thenamedexecutiveofficers,see “PIP Awards” beginning on page 63. 60.
• newFiscal 2025 grants.
• changedConsistent with our goal of aligning incentive compensation to the interests of our shareholders, equity compensation continued to represent a significant component of total compensation in 2025. 2024.
• changedThe Compensation Committee determined the equity compensation grant values for each NEO namedexecutiveofficerafter taking into account market data, recommendations from the Compensation Committee’s independent consultant, and individual performance and potential.
• changedIn November During2024, Performance Units covering the fiscal 2022-2024 2021-2023performance period vested.
• newFor the 2022-2024 Performance Units, the performance of average annual ROIC, average annual Revenue growth and BD’s relative TSR, are discussed under "2025 Compensation Actions" beginning on page 62.
• newThe 2022-2024 Performance Units paid out at 137% of target.
• new2025 say-on-pay results
• changedAt our 2025 2024Annual Meeting, approximately 89% 93%of the shares voted were cast in support of BD’s advisory vote on NEO namedexecutiveofficercompensation ("say-on-pay") (knownas"say-on-pay")paid in fiscal year 2024. 2023.
• changedBased on our say-on-pay vote and the Compensation Committee’s ongoing benchmarking of our compensation policies and practices, the Compensation Committee believes that our compensation program effectively aligns the interests of our NEOs namedexecutiveofficerswith those of our shareholders and the long-term goals of BD.
• new2025 shareholder engagement
• changedWe routinely engage with shareholders to seek feedback on a number of topics, including our executive compensation program, as discussed on page 42, 40,and consider that feedback in our executive compensation program.
• changedBased upon the feedback during our 2025 2024engagement, the Compensation Committee did not make any changes to our program following our 2025 2024say-on-pay vote.
• changedDesign and structure of 2025 2024executive compensation
• changedThe compensation of our NEOs namedexecutiveofficersis weighted towards performance-based compensation, where the amount received by an executive varies based on Company and individual performance.
• changedAs shown in the charts below, approximately 72% 76%of Mr. Polen’s and an average 65% 68%of the other NEO’s 2025 namedexecutiveofficers'2024total target compensation was performance-based pay.
• changed2025 2024total target compensation(1)
• newSalaryPIPPerformance UnitsSARsTVUs
• changed2026 2025Notice of Annual Meeting and Proxy Statement55
• changedThe key elements of our executive compensation program in 2025 2024are summarized below.
• changedFor a fuller description of these elements, see "Description of our key compensation elements" beginning on page 58. 55.
• changedFixedVariableBase SalaryPIPLong-Term Incentives SARsPerformanceUnitsTVUs What?CashCashEquityEquityEquityWhen?AnnualAnnual10-yearterm; 4-year vesting period3-yearperformance and vestingperiod3-yearvestingperiodDescriptionFixed period3-yearperformanceperiod3-yearvestingperiodDescriptionFixedcash compensation based on performance, scope of responsibilities, experience and competitive pay practices.Annual variable cash payment tied to performance during the fiscal year.Exercisable for shares based on difference between exercise price and BD stock price, and generally vest ratably over four years.Performance-based restricted stock units, with payout tied to BD’s performance over three-year performance period and vesting at the end of three-year performance period.Restricted stock units that vest in three annual installments beginning one year from grant.PurposeProvide a fixed, baseline level of compensation.•Drive business performance towards achievement of annual goals.•Reward individual contributions to BD’s performance.•Increase executive ownership to align interests with shareholders.•Drive long-term, sustained business performance.•Reward creation of shareholder value.
• changedPerformance period and metrics for performance-based compensation in 2025 2024
• changed1 Year (PIP Awards)3 years (Performance Units)10 Years (SARs)RevenuesROICStock Price AppreciationAdjusted EPSRevenue GrowthOperating Margin PercentageRelative TSR (modifier)Free Cash Flow Conversion as a Percentage of Adjusted Net IncomeStrategic SalesStrategicScorecardGross Margin Percentage TargetManufacturing Cost Per Unit Target
• changedDescription of metrics for performance-based compensation in 2025 2024
• changedRevenuesRevenues measure BD’s ability to commercialize products and services services,and innovate and compete in the global marketplace.
• new"Operating Margin" is BD's operating income (before taxes), expressed as a percentage of revenues.Free Cash Flow Conversion as Percentage of Adjusted Net IncomeThis metric measures how efficiently BD converts its adjusted business performance into cash and directly aligns performance with the metric reported externally to the financial community.
• newThis measure reinforces robust cash planning and prioritization reviews which aligns management interests with shareholders.
• newROICROIC measures profitability and how effectively Company assets are being used.
• newThis ensures management is measured on underlying performance and is not harmed or benefitted by fluctuations in exchange rates for USD translation reporting purposes.
• changed2026 2025Notice of Annual Meeting and Proxy Statement57
• changedBelow is a description of the key elements of our compensation program set forth on page 56 53above.
• newFor the 2025 performance period, in November 2024, the Compensation Committee approved and updated the metric for free cash flow, maintaining the other core metrics, weightings and payout curves and set the targets for those metrics.
• changedAdditionally, Asdiscussedearlier,for2024,the Compensation Committee kept updatedthe same Strategic Scorecard Modifier goals for the PIP for 2025 to continue to focus on gross margin percentage and manufacturing cost per unit targets, which focus management on profitable growth, the ability to minimize costs and operating efficiency aligned with our BD 2025 strategic imperatives to drive operational excellence and expand margins under BD Excellence.
• changedAdditionally,The 2024Strategic Scorecard Modifier can result in an adjustment to performance achievement ranging from a decrease of 5% to an increase of 5% in the PIP factor based on management's ability to achieve the goals.
• newAs discussed earlier, for 2025, the Compensation Committee updated the free cash flow metric from free cash flow as a percentage of revenue to free cash flow conversion as a percentage of adjusted net income to better reflect how management measures how efficiently the Company converts its adjusted business performance into cash.
• newFree cash flow conversion also directly aligns performance with externally communicated metrics to the investor community.
• newThis updated metric also reinforces robust cash planning and prioritization reviews which align management interests with shareholders.
• changed2025 2024PIP Weightings Adj.
• newEPSOperating MarginRevenueFCF Conversion

More changes truncated for legibility. Open the filings on SEC for full prose.