Filed by the Registrant þ 

Letter to our shareholders

						Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, New Jersey 07417-1880 www.bd.com December 16, 2021 Dear fellow shareholders: In 1897, BD was a small company just beginning its long journey of advancing the world of healthTM. The company’s first sale was a Luer all-glass syringe that sold for $2.50. Nearly 125 years later, BD is one of the largest global medical technology companies, producing over 45 billion products each year and with a presence in virtually every country. When I became CEO in January 2020, I focused immediately on implementing our BD2025 strategy, which is grounded on three pillars, Grow, Simplify and Empower. Weeks after launching this new strategy, the world faced a global pandemic that ended up pressure testing this new framework right out of the box. We were able to prove the resilience of our strategy and our ability to deliver value in the most challenging of environments. Thanks to BD’s more than 75,000 associates around the world, we had a strong fiscal 2021. We exceeded our revenue and EPS expectations, and further advanced our BD2025 strategy to drive growth into fiscal 2022 and beyond by strengthening our balance sheet and cash flows, purposefully shifting innovation towards higher-impact and higher-growth markets, and optimizing our portfolio with the planned spin-off of our Diabetes Care business, creating significant value opportunity for all stakeholders. We recognize the importance of supporting the BD2025 strategy with a strong set of values, behaviors and commitments (what we call “the BD Way”) to drive our purpose. In this regard, environmental, social and governance (ESG) issues are not only central to our identity as a good corporate citizen, but also an integral part of our long-term strategy. This year, we launched an enhanced ESG strategy, Together We Advance, and set our 2030+ ESG Goals that focus on five key impact areas: climate change, product impact, responsible supply chain, healthy workforce and communities, and transparency. We are also continuing to invest in our human capital and advance our culture of inclusion, diversity and equity, and having a “growth mindset” as we empower BD associates globally to drive our long-term organizational success. The BD2025 strategy is well underway, as evidenced by the excellent momentum in our businesses heading into fiscal 2022, and I have never been more excited about the future of BD. Thank you for your continued support of BD.  Sincerely, Tom Polen Chairman, Chief Executive Officer and President
“The BD2025 strategy is well underway, as evidenced by the excellent momentum in our businesses heading into fiscal 2022, and I have never been more excited about the future of BD."           Tom Polen

2021 performance highlights*

ESG — Together We Advance

In October 2021, BD announced a new strategy to advance environmental, social and governance ("ESG") initiatives, as well as a suite of goals for 2030 and beyond that focus on enhancing stewardship of the company, the planet, communities and human health. BD's new ESG strategy, Together We Advance, serves as a framework through which BD addresses the most relevant ESG issues for BD and its stakeholders. For more information regarding BD's ESG strategy and 2030+ ESG Goals, see page 30.

As part of our continued commitment to transparency and progress on BD's inclusion, diversity and equity ("ID&E") commitments, we recently published our inaugural Global Inclusion, Diversity, and Equity Report which summarizes BD's ID&E accomplishments over the past year and our most recently filed U.S. Federal Employment Information Report (EEO-1), each of which is available at investors.bd.com/esg/inclusion-diversity-inclusion. For additional information regarding our ID&E efforts, including Pay Equity, see page 31.

•Collaborated with the U.S. government on the development of COVID-19 combination diagnostic tests for core labs, hospitals and point-of-care locations.

•Received Emergency Use Authorization for a new, rapid self-test to make COVID-19 testing faster and easier for people to complete in the privacy and safety of their own home.

•Increased manufacturing capacity in Nebraska to support U.S. vaccination agility and preparedness by providing the U.S. government with priority access to hundreds of millions of needles and syringes.

•Committed more than 2 billion needles and syringes to support global COVID-19 vaccination planning efforts in more than 40 countries and delivered shipments of more than 1 billion injection devices around the world.

•Announced, along with CerTest Biotec, the VIASURE SARS-CoV-2 (N1 + N2) real time PCR detection kit for the BD MAX™ Molecular Diagnostic System that can now be run on saliva specimens.

•Received Emergency Use Authorization for asymptomatic screening for SARS-CoV-2 through serial rapid antigen testing.

•Offers a new, rapid antigen test that can detect SARS-CoV-2, influenza A and influenza B in a single test.

Total Number of Nominees: 12

The Compensation Discussion and Analysis beginning on page 43 of this proxy statement describes BD’s executive compensation program and the compensation decisions made with respect to our Chief Executive Officer ("CEO") and the other executive officers named in the Summary Compensation Table on page 66.

Catherine M. Burzik | 71
Former President and Chief Executive Officer, Kinetic Concepts, Inc.

Carrie L. Byington, M.D. | 58
Executive Vice President, University of California Health

R. Andrew Eckert | 60
Former Chief Executive Officer, Zelis Inc.

Claire M. Fraser, Ph.D. | 66
Director, Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology

Jeffrey W. Henderson | 57
Retired Chief Financial Officer of Cardinal Health Inc.

Christopher Jones | 66
Retired Chief Executive Officer, JWT Worldwide

Marshall O. Larsen | 73
Retired Chairman, President and Chief Executive Officer, Goodrich Corporation

David F. Melcher | 67
Retired President and Chief Executive Officer, Aerospace Industries Association

Thomas E. Polen | 48
Chairman, Chief Executive Officer and President, BD

Claire Pomeroy, M.D. | 66
President, The Albert and Mary Lasker Foundation

Timothy M. Ring | 64
Former Chairman and Chief Executive Officer, C. R. Bard, Inc.

Bertram L. Scott | 70
Retired Senior Vice President of Population Health, Novant Health

Role of the independent consultant

The Compensation Committee is also assisted in fulfilling its responsibilities by its independent consultant, Pay Governance LLC (“Pay Governance”). Pay Governance is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee has not identified any conflict of interest on the part of Pay Governance or any factor that would otherwise impair the independence of Pay Governance relating to the services performed by Pay Governance for the Compensation Committee. No other consultant was used by the Compensation Committee with respect to the 2021 fiscal year compensation of BD’s executive officers.

•reviewed materials prepared for the Compensation Committee by management,

•provided market comparison data and other materials requested by the Compensation Committee,

•assisted the Compensation Committee in the design and implementation of BD’s compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets,

•made recommendations regarding the compensation of BD’s CEO,

•conducted an annual review of the compensation practices of select peer companies, and advised the Compensation Committee with respect to the competitiveness of BD’s compensation program in comparison to industry practices, and identified any trends in executive compensation, and

•attended Compensation Committee meetings.

The Board has delegated responsibility for formulating recommendations regarding non-management director compensation to the Governance Committee, as discussed on page 36.

•presides over all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors, and at such other times as the Board deems appropriate,

•has the authority to call meetings of the independent directors,

•approves Board meeting agendas and information provided to the Board,

•approves Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items,

•coordinates the evaluation of the performance of the CEO by the non-management directors,

•serves as a liaison between the non-management members of the Board and the Chairman, and as a contact person to facilitate communications by BD’s employees, shareholders and others with the non-management directors, and

•if requested by major shareholders, ensures that he or she is available for consultation and direct communication.

The table below lays out Board and Committee oversight of BD's 2030+ ESG Goals and other important ESG matters. BD's 2030+ ESG Goals have been highlighted in bold.

In October 2021, BD announced a new strategy to advance ESG initiatives and a suite of goals for 2030 and beyond. BD's new ESG strategy, Together We Advance, serves as a framework through which BD addresses the most relevant ESG issues for BD and its stakeholders. The new approach builds on BD's core Purpose – advancing the world of health™ – and focuses on making meaningful impacts across four key pillars:

•Company Health: Building a strong business foundation through good governance and transparent reporting.

•Planet Health: Implementing sustainable solutions to reduce the company's environmental footprint.

•Community Health: Collaborating with communities and investing company resources to do what is right.

•Human Health: Empowering employees to innovate new products and solutions to deliver what's next in health care.

The health of our company, our planet, our communities and the people we serve are directly connected, and when BD successfully addresses the health of one, we often solve for challenges in another. Together We Advance embraces these interconnections, with the ultimate goal of driving positive collective outcomes and a healthy, resilient world for all.

Under BD's Together We Advance strategy, BD has made commitments in five areas that are most important to BD and its stakeholders and where BD has identified opportunities to create meaningful, measurable change across the pillars of health over the next decade — Climate Change, Product Impact, Responsible Supply Chain, Healthy Workforce and Communities, and Transparency. These five areas connect across and advance the four pillars of the ESG strategy, each impacting the health of the company, planet, communities and people. BD has established a set of goals in each area to achieve by 2030 (and beyond) to measure its success in driving positive health outcomes across its ESG strategy and continue its commitment to help achieve UN Sustainable Development Goals (SDGs).

•Climate Change: Reducing Scope 1 and 2 greenhouse gas (GHG) emissions 46% by 2030 (from a 2019 baseline) and achieving carbon neutrality across direct operations by 2040. BD also committed to set targets to reduce Scope 3 emissions.

•Product Impact: Reducing the environmental impact of BD's product portfolio by addressing plastic and packaging material consumption and the impact of plastics throughout its value chain through considerations in product design; and reducing Scope 3 emissions from use and disposal of products in line with 1.5˚C emissions scenarios.

•Responsible Supply Chain: Working with supply chain partners to quantify and reduce Scope 3 emissions in line with 1.5˚C emissions scenarios, in addition to strengthening engagement with supply chain partners on their labor and environmental practices and performance.

•Healthy Workforce and Communities: Empowering employees to manage their physical, mental and financial health and committing to improving ethnic and gender diversity by 1% year over year at the management and executive levels.

•Transparency: Reporting clear information around performance and progress toward BD's ESG goals through an annual sustainability report in alignment with recognized external ESG reporting frameworks, including the Taskforce for Climate Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB).

BD reports annually on ESG matters and progress against its goals in BD's Sustainability Report. As part of BD's commitment to transparent disclosure, BD's annual Sustainability Report contains standard disclosures from the Global Reporting Initiative™ (GRI) Sustainability Reporting Guidelines and SASB Medical Equipment and Supplies Sustainability Accounting Standard. While the report is not intended to meet the requirements of the GRI Sustainability Reporting Guidelines or SASB Standard, reference numbers for standard disclosures are included where full or partial information is provided. For climate reporting, BD follows the recommendations of the TCFD and reports annually to the CDP (formerly the Carbon Disclosure Project). In addition, further information about BD's climate change strategy and programs to reduce greenhouse gas emissions can be found in BD's Climate Change Management Report. These reports are available at bd.com/en-us/company/sustainability-at-bd.

In 2021, we published our inaugural Global Inclusion, Diversity, and Equity Report, which summarizes BD's ID&E accomplishments over the past year and is available at investors.bd.com/esg/inclusion-diversity-inclusion.

BD is committed to compensating its associates fairly and equitably. We take a proactive approach to gender and ethnic pay equity and continually monitor our compensation program to ensure fairness. Annually, we work with an independent third-party to conduct a comprehensive pay equity review based on gender and ethnicity in the United States. Our review assesses pay on a statistical basis and considers several factors that are relevant and known to impact compensation, including but not limited to, tenure, role, career level and geographic differentials. Where necessary and appropriate, we take action and make pay adjustments to address any inconsistencies.

We believe that pay equity is critical to our success in supporting a global, diverse, and inclusive workforce. We have a history of conducting targeted annual pay assessments and have committed to expand our assessment to BD associates globally on a biennial basis. In 2021, we conducted a global pay equity assessment for associates in 57 countries, representing approximately 70% of BD’s global salaried associate population. The results showed that BD associates are paid fairly and equitably, and that, on average, both women and men are paid within a range that would be expected after controlling for legitimate differentiating factors. We also found that our female associates in 2021 earned an average of 99 cents for every $1 earned by male associates in the U.S., and 98 cents globally. We consider these results as a baseline for our commitment to achieving 100% pay equity, and we will remain focused on managing our compensation processes with the goal of identifying and remedying any practices that may contribute to pay gaps now or over time.

The Board and its Committees held the following number of meetings during fiscal year 2021:

•by mail, addressed to BD Lead Director, P.O. Box 264, Franklin Lakes, New Jersey 07417-0264;

•by calling the BD Ethics Helpline, an independent toll-free service, at 1-800-821-5452 (callers from outside North America should use “AT&T Direct” to reach AT&T in the U.S. and then dial the above toll-free number); or

•by email to ethics_office@bd.com.

(1)Reflects cash retainer and Committee chair fees, and, for Mr. Larsen, the Lead Director fee.

(2)Amounts reflect the grant date fair value under FASB ASC Topic 718 of restricted stock units awarded to non-management directors elected at the 2021 Annual Meeting. Since the average BD closing stock price for the 30 trading days prior to grant is used to value the award and determine the number of units granted, rather than the grant date stock price, the amounts reflected for the grants are higher than the $209,000 target award value. For a discussion of the assumptions made in arriving at the grant date fair value of these awards, see Note 8 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

(3)Amounts shown represent matching gifts under BD’s Matching Gift Program.

(1)The 2021 amount reflects fees incurred in conjunction with the Diabetes Care Spin-off.

Audit Services. Under the policy, the Audit Committee will appoint BD’s independent auditors each fiscal year and pre-approve the engagement of the independent auditors for the audit services to be provided.

Non-Audit Services. In accordance with the policy, the Audit Committee has established detailed pre-approved categories of non-audit services that may be performed by the independent auditors during the fiscal year, subject to certain dollar limits. The Audit Committee has also delegated to the chair of the Audit Committee, subject to certain dollar limits, the authority to approve additional non-audit services by the independent auditors that either are not covered by the pre-approved categories or exceed the pre-approved limits, provided that the full Audit Committee is informed of each service. All other non-audit services are required to be pre-approved by the entire Audit Committee.

The Compensation Discussion and Analysis beginning on page 43 of this proxy statement describes BD’s executive compensation program and the compensation decisions made with respect to our CEO and the other named executive officers reflected in the Summary Compensation Table on page 66. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, the Board is asking shareholders to cast a non-binding advisory vote on the following resolution:

•Through equity compensation and equity retention guidelines for executives, we seek to align the interests of executives with those of BD’s shareholders. Equity compensation represents the largest portion of our compensation structure in terms of target value.

•We maintain a pay-for-performance philosophy based on actual performance against clear, measurable company performance targets, particularly those metrics that support the creation of long-term shareholder value.

•Performance targets are set to reward executives for achieving short- and long-term results in line with our objective of enhancing long-term shareholder value. In setting short-term goals and in rewarding performance, we will take care to ensure that we do not create incentives to take inappropriate risks.

•We have established and intend to maintain a competitive structure that supports the recruitment and retention of high-performing executives essential to driving the business results required to execute our strategy and create long-term value for shareholders. This structure is determined, in part, by evaluating peer group data provided and analyzed by the Compensation Committee’s independent consultant, Pay Governance.

•The Compensation Committee strives to provide absolute transparency to executives, employees and shareholders of all aspects of BD’s compensation and benefits structure. This includes disclosure of performance targets, payout formulas, details of other earned benefits and the Compensation Committee’s use of discretion in determining award payouts.

•The Compensation Committee is made up exclusively of independent directors and utilizes an independent compensation consultant, Pay Governance, which, by Compensation Committee policy, is prohibited from performing any services for BD or its management without the Compensation Committee’s prior approval.

•The Compensation Committee retains the prerogative to change or modify BD’s compensation and benefit programs to reflect prevailing economic, market or company financial conditions.

•Thomas E. Polen, Chairman, Chief Executive Officer and President

•Christopher J. DelOrefice, Executive Vice President and Chief Financial Officer

•Christopher R. Reidy, Executive Vice President and Chief Administrative Officer

•Simon D. Campion, Executive Vice President and President, Interventional Segment

•Samrat S. Khichi, Executive Vice President, Corporate Development, Public Policy, Regulatory Affairs & General Counsel

•Alberto Mas, Executive Vice President and President, Medical Segment

All references in this section to years are references to our fiscal year, which ends on September 30, unless otherwise noted. In this section, when discussing our financial performance and awards under our Performance Incentive Plan (the “PIP”) and our Performance Unit awards, we refer to certain financial measures that do not conform to generally accepted accounting principles (“GAAP”). Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures.

•Aligning the interests of our executives with our shareholders through equity compensation and share retention guidelines.

•Driving superior business and financial results by setting clear, measurable short- and long-term performance targets that support our business strategy and the creation of long-term shareholder value, while at the same time taking care to ensure that our executives are not incentivized to take inappropriate risks.

•Offering competitive compensation that helps attract and retain high-performing executives who are essential to executing our strategy and creating long-term value for our shareholders.

•Maintaining a pay-for-performance philosophy by tying a significant portion of pay to performance against performance targets.

•BD's overall performance, which exceeded our expectations for the year.

•The benefit our shareholders receive from Mr. Polen’s knowledge of our industry and, with over 20 years of tenure, his extensive knowledge of BD and its capabilities, technologies and culture.

•Mr. Polen's ability to engage talent and resources across our various businesses and functions, which enabled rapid innovation and a robust response to the COVID-19 pandemic, enabling BD to deliver on our customers’ needs despite unprecedented challenges.

•How under his leadership, BD has strengthened its balance sheet and improved the overall financial position, has meaningfully expanded our R&D pipeline, and has executed a record level of M&A activity, with over 13 transactions in 18 months, positioning BD well to achieve our enhanced growth strategy.

•Tying a significant amount of Mr. Polen’s pay to performance, with a clear link to our performance driven metrics.

•Mr. Polen’s pay has been positioned modestly against his peer group, with reasonable increases considered as his tenure in the CEO role increases.

Salary. Following fiscal 2020 in which executive officers received no annual salary increases and took a temporary 90-day salary reduction in response to the COVID-19 pandemic, the Compensation Committee approved salary increases effective in fiscal 2021 for the named executives consistent with the 3% increase budget applicable to BD associates generally. Increases for Messrs. Khichi and Campion also reflected a market adjustment to align each executive’s salary closer to the market median. Mr. Polen's salary increased to $1,250,000 to recognize his strong performance and move his salary closer to the median of peer companies.

Annual incentive compensation. BD's strong performance for the year resulted in funding for PIP awards at 152% of target under the PIP formula. Based on management's recommendation, the Compensation Committee used negative discretion to reduce the funding factor to 126%. Management believed a reduction was fair given that BD's performance benefited in part from a strong recovery from the pandemic during the year. Management also believed the reduction would benefit shareholders by making additional funds available to invest in the businesses. All of the named executive officers received PIP awards consistent with this reduced funding factor, except for Mr. Mas, who received an award at 139% of target (110% of the PIP factor) to reflect his individual contribution to the strong performance of the Medical segment during the year. For a full discussion of the 2021 PIP awards made to the named executive officers, see “PIP Awards” beginning on page 57.

Fiscal 2021 grants. Consistent with our goal of aligning incentive compensation to the interests of our shareholders, equity compensation represented a significant component of total compensation in 2021. In November 2020, the Compensation Committee determined the equity compensation grant values for each named executive officer after taking into account market data, recommendations from the Compensation Committee’s independent consultant, and individual performance and potential. The increase in the total value of Mr. Polen’s award over the prior year was made to move his equity compensation closer to the median of CEOs at peer group companies.

Vesting of PSU awards. During 2021, Performance Units covering the fiscal 2018-2020 performance period vested. The performance metrics for these awards were average return on invested capital and relative total shareholder return. The Compensation Committee determined a payout of these awards at 45% of target, reflecting, in part, the impact of the COVID-19 pandemic on our operations during 2020.

Supplemental SAR grant. As we discussed in our proxy statement for our 2021 Annual Meeting, the global COVID-19 pandemic caused significant disruption to BD’s operations during fiscal 2020, which in turn, materially impacted our performance-based incentive plans. This included the impact on the value of in-flight Performance Unit awards. In the early part of fiscal 2021, as the Compensation Committee reviewed BD’s performance for fiscal 2020 under the PIP and BD’s annual equity compensation grant, the Compensation Committee considered the impact of the pandemic on in-flight Performance Unit awards granted in 2018 and 2019. The 2018 award had vested at 45% of target, as noted above, and the payout of the in-flight 2019 grant was forecasted to pay out even lower (and, in fact, eventually paid out at 42%).

Even though Mr. Polen received the 2018 and 2019 Performance Unit grants, the Committee agreed with his recommendation to forego receipt of this additional one-time award. In addition, the Compensation Committee’s supplemental grant was broad-based, covering 233 associates, and the aggregate value of the grants to our then-NEOs was less than $1 million.

•Balanced mix of pay components and incentives. We target a balanced mix of cash and equity compensation, and of annual and long-term incentives. The key elements of our program are salary, annual cash incentives under the PIP and long-term equity compensation.

•Significant performance-based compensation tied to business strategy. We emphasize pay-for-performance to align executive compensation with the execution of our business strategy and the creation of long-term shareholder value.

•A significant portion, 91%, of Mr. Polen’s target compensation in 2021 was performance-based.

•We use performance metrics that are aligned with and support BD’s business strategy, as described on page 50.

•While we emphasize “at risk” pay tied to performance, we believe our program does not encourage excessive risk-taking by management.

•Share retention guidelines and policy against pledging/hedging. Our executives are subject to robust share retention and ownership guidelines and are prohibited from pledging BD shares or hedging against the economic risk of their ownership.

•Limited perquisites and no employment agreements. We offer our named executive officers limited perquisites, and none of them have employment agreements.

•Clawback policy. We have a compensation recovery policy that gives the Board the authority to recover incentive compensation paid to senior management in the event of a restatement of our financial statements resulting from misconduct, and to recover equity compensation awarded to a member of management if such executive breaches certain restrictive covenants.

•Change in control arrangements. We have “double-trigger” change in control agreements with our named executive officers to provide continuity of management in the event of an actual or potential change in control of BD. Our change in control agreements do not contain any excise tax “gross-ups” provisions. Our unvested equity compensation awards also have a double-trigger accelerated vesting provision.

•Use of independent consultant. The Compensation Committee uses an independent consultant to assist it in designing our compensation program and making compensation decisions. The independent consultant did not provide any services to BD or BD management in 2021, per the policy of the Compensation Committee.

●  Base Salary ●  PIP ●  Long-Term Equity Compensation

–  Fixed –  Performance-Based

*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.

•Developing and maintaining a strong portfolio of leading products and solutions that address significant unmet clinical needs, improve outcomes, and reduce costs;

•Focusing on our core products, services and solutions that deliver greater benefits to patients, healthcare workers and researchers;

•Investing in research and development that will result in category innovation and a robust product pipeline;

•Leveraging our global scale to expand our reach in providing access to affordable medical technologies around the world, including emerging markets;

•Supplementing our internal growth through strategic acquisitions in faster growing market segments; and

•Driving an efficient capital structure and strong shareholder returns.

•Driving operating effectiveness and margin expansion by placing controls on sourcing and transportation costs, as well as by increasing labor productivity and asset efficiencies;

•Focusing on cash management in order to improve balance sheet productivity;

•Working across our supply chain to minimize environmental impacts;

•Creating more resilient operations based on an enterprise-wide renewable energy strategy;

•Reducing complexity across our manufacturing network and rationalizing our product portfolio to optimize architecture, portfolio and business processes;

•Enhancing our quality and risk management systems; and

•Simplifying our internal business processes.

•Fostering a purpose-driven culture with a focus on positive impact to all stakeholders–customers, patients, employees and communities;

•Improving our ability to serve customers and enhance customer experiences through the digitalization of internal processes and go-to-market approaches; and

•Cultivating an inclusive work environment that welcomes and celebrates diverse talent and perspectives.

Beginning in 2021, a Strategic Scorecard modifier was added to the PIP. The Strategic Scorecard sets aggressive goals for the year that support our longer-term priorities under the BD2025 strategy, and provides management the opportunity earn up to a 10% increase in the PIP factor based on its ability to achieve these goals. The scorecard sets a rigorous performance threshold and is intended to only reward performance that meets this high standard.

Achievement of the scorecard factors are scored either at 0%, 50% or 100% achievement, resulting in a 0%, 1.25% or 2.5% modifier, respectively, for each of the four scorecard goals.

•Limits on PIP awards. We do not overweight short-term incentives as a proportion of total pay. PIP awards are also capped at 200% of an executive’s target award to protect against disproportionately large short-term incentives, and the Compensation Committee has the discretion to set PIP award amounts based on any factors it deems appropriate, including whether management has taken unnecessary or excessive risk.

•Use of long-term equity compensation. The largest portion of the compensation paid to our named executive officers is long-term equity compensation that vests over a period of years, which encourages our executives to focus on sustaining BD’s long-term performance.

•Use of Performance Units. A significant portion of executive equity compensation consists of Performance Units that have a three-year performance cycle. This focuses management on sustainable long-term performance. We also cap the payout of these awards at 200% of target.

•Balanced set of multiple performance metrics. We use a number of different performance metrics in our performance-based compensation so that undue weight is not given to any one metric.

•Share retention and ownership guidelines. Our share retention and ownership guidelines ensure that our executives have a significant amount of their personal assets tied to the long-term success of BD, and we have a policy prohibiting the pledging of BD shares or hedging against the economic risk of their ownership.