Filed by the Registrant þ 

Gary DeFazio
Senior Vice President and Corporate Secretary

2023 financial performance*

BD’s strategic initiative to advance environmental, social and governance (“ESG”) matters – Together We Advance – was launched in early fiscal year 2022. The Together We Advance initiative focuses on enhancing stewardship of the company, the planet, communities and human health, which serves as a framework through which BD addresses the most relevant ESG issues for BD and its stakeholders. BD has made commitments in five areas where we see the most opportunity to create meaningful change over the next decade: climate change, product impact, a responsible supply chain, a healthy workforce and community, and transparency. For more information regarding BD's ESG strategy and 2030+ ESG goals, see page 31 and our 2022 ESG Report, which is available at www.bd.com/en-us/about-bd/esg#sustainabiity. Our 2022 ESG Report is not part of, or incorporated by reference into, this proxy statement.

As part of our continued commitment to transparency and progress on driving inclusion and equity throughout the company, we publish our Global Inclusion, Diversity and Equity Report, which summarizes BD's inclusion, diversity and equity ("ID&E") accomplishments and highlights the ways that inclusion is central to our culture. Our most recently filed U.S. Federal Employment Information Report (EEO-1) and our latest Global Inclusion, Diversity and Equity Report are each available at www.bd.com/en-us/about-bd/esg#inclusiondiversityequity, which are not part of, or incorporated by reference into, this proxy statement. For additional information regarding our ID&E efforts, including pay equity, see page 34.

Total Number of Nominees: 11

The Compensation Discussion and Analysis beginning on page 47 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 68.

William M. Brown | 61
Former Chairman and Chief Executive Officer, L3Harris Technologies

Catherine M. Burzik | 73
Former President and Chief Executive Officer, Kinetic Concepts, Inc.

Carrie L. Byington, M.D. | 60
Special Adviser to the President, University of California Health

R. Andrew Eckert | 62
Former Chief Executive Officer, Zelis Inc.

Claire M. Fraser, Ph.D. | 68
Founding Director, Institute for Genome Sciences and Professor of Medicine and Microbiology and Immunology, University of Maryland School of Medicine

Jeffrey W. Henderson | 59
Former Chief Financial Officer of Cardinal Health Inc.

Christopher Jones | 68
Former Chief Executive Officer, JWT Worldwide

Thomas E. Polen | 50
Chairman, Chief Executive Officer and President, BD

Timothy M. Ring | 66
Former Chairman and Chief Executive Officer, C. R. Bard, Inc.

Bertram L. Scott | 72
Former Chief Executive Officer, Affinity Health Plan

Joanne Waldstreicher, M.D. | 63
Former Chief Medical Officer, Johnson & Johnson

•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.

•Possesses authority to call meetings of the independent directors.

•Consults on and approves Board meeting agendas and information provided to the Board.

•Consults on and approves Board meeting schedules to ensure there is sufficient time for discussion of all agenda items.

•Coordinates with the Chair of the Compensation Committee to perform the annual performance evaluation of the Chief Executive Officer by the non-management directors.

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

•If requested by major shareholders, ensures availability for consultation and direct communication.

Role of the independent consultant

•reviewed materials prepared for the Compensation Committee by management,

•provided market comparison data and other materials requested by the Compensation Committee, and assisted the Compensation Committee in the design and implementation of BD’s compensation program, including the selection of the key elements of the program, the setting of targeted pay and the selection of performance metrics,

•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.

Each year a range of third parties independently assess BD products. To demonstrate our commitment to product security, BD makes these industry recognized certifications available through the BD Cybersecurity Trust Center at www.bd.com/cybersecurity, which is not part of, or incorporated by reference into, this proxy statement.

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

BD's ESG strategy, Together We Advance, serves as a framework through which BD addresses the most relevant ESG issues for BD and its stakeholders. Our 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 healthcare.

Under BD's Together We Advance strategy, BD has made commitments in five areas to achieve by 2030 (and beyond) 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. These five areas - Climate Change, Product Impact, Responsible Supply Chain, Healthy Workforce and Communities, and Transparency - connect across and advance the four pillars of the ESG strategy, each impacting the health of the company, planet, communities and people. Achievement of these goals will help us drive positive health outcomes and continue our 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. This science-based target is aligned with the 1.5°C global emissions reduction pathway. In September 2021, we strengthened our commitment to reducing emissions by joining the UN Race to Zero, via the Business Ambition for 1.5°C and Science Based Targets initiative (SBTi). BD submitted science-based targets to SBTi for Scope 3 GHG emissions for verification at the end of FY2023.

•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. BD will also apply minimum environmental and human health criteria to new products and product changes to ensure meaningful and sustainable product improvements across the life cycle. This year, BD announced a next-generation circularity pilot program with Casella recovery efforts to include a wide range of red box waste, including BD syringes and needles, discarded by a variety of care facilities.

•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: Maintain a healthy and thriving workforce that cultivates our culture of inclusion, safety and well-being, and contributes to advancing equitable health around the world.

•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 ESG Report. As part of BD's 2030+ Transparency goal, BD's annual ESG Report contains disclosures aligned with recognized frameworks from the Global Reporting Initiative™ (GRI) Sustainability Reporting Standards and SASB Medical Equipment and Supplies Sustainability Accounting Standard. While the report is not intended to fully meet the requirements of the GRI Sustainability Reporting Standards 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). Our 2022 ESG Report is available at www.bd.com/en-us/about-bd/esg#sustainability, and is not part of, or incorporated by reference into, this proxy statement.

Our collective efforts have garnered recognition from respected organizations across the country, including Disability: IN's Best Places to Work for Disability Inclusion, Bloomberg’s Gender Equality Index, and Diversity Inc.’s Noteworthy Companies award, as well as awards for LGBTQ and women inclusion. In addition, we were awarded Best Code of Conduct and ranked a top ten company in the U.S. Transparency Awards by Labrador and named to the 100 Best Corporate Citizens list by 3BL, placing in the top two in the healthcare equipment and services industry. We publish our latest Global Inclusion, Diversity and Equity Report, which summarizes BD's ID&E accomplishments and highlights the ways that inclusion is central to our culture. Our most recently available report is available at www.bd.com/en-us/about-bd/esg#inclusiondiversityequity which is not part of, or incorporated by reference into, this proxy statement.

As part of BD's continued commitment to transparency and progress on our ID&E commitments and based on feedback from internal and external stakeholders, we publish our most recently filed U.S. Federal Employment Information Report (EEO-1). The data in our most recent consolidated EEO-1 report is based on BD’s population in the U.S. in December 2022 and reflects BD’s U.S. workforce as of that time. BD's consolidated EEO-1 report is available at www.bd.com/en-us/about-bd/esg#inclusiondiversityequity. The EEO-1 report requires BD to categorize employees into ten broad EEO-1 Component 1 Data Collection Job Categories. These categories do not necessarily match the job categories in which BD organizes its workforce and evaluates its diversity and inclusion data. Thus, meaningful comparisons between EEO-1 Report data and other descriptions of BD’s diversity statistics and disclosures may not be possible.

The Code of Conduct is available on BD’s website at investors.bd.com/corporate-governance/governance-documents. Printed copies of the Code of Conduct may be obtained, without charge, by contacting the Corporate Secretary, Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880; telephone 201-847-6800.

In furtherance of BD’s commitment to good governance and transparent disclosure practices, BD charitable contributions or pledges in an aggregate amount of $50,000 or more in any fiscal year (excluding contributions under BD’s Matching Gift Program) to entities with which BD’s directors and executive officers, or their families, are affiliated must be approved by the Governance Committee. In addition, BD posts on its website, at investors.bd.com/corporate-governance, an Annual Report of Charitable Contributions (the “Contributions Report”) listing all contributions and pledges made by BD during the preceding fiscal year in an amount of $10,000 or more to such affiliated organizations. The Contributions Report includes a discussion of BD’s contributions philosophy.

July-October
•Active engagement by reaching out to top 75 shareholders •Share investor feedback with the Board •Board considers and incorporates investor feedback received throughout the year

  

February-June
•Review Annual Meeting results with the Board •Incorporate shareholder feedback into upcoming ESG report •Evaluate proxy season trends, corporate governance best practices, and regulatory developments

During our 2023 shareholder engagement, we also spoke to shareholders regarding the shareholder proposal that received majority support at our 2023 Annual Meeting, including a number of shareholders that voted in favor of the proposal. The proposal requested that BD seek shareholder approval of any “senior manager’s new or renewed pay package” that provides for severance or termination payments exceeding 2.99 times the sum of the individual’s base salary plus target bonus. As noted in last year’s proxy statement, the Board recommended against the proposal because, among other things, the proposal included the accelerated vesting of equity awards in the calculation of severance or termination pay, which the Board believed would severely limit BD’s ability to attract and retain key talent. In response to the proposal, we sought shareholder feedback on BD’s adoption of a “cash-only” termination pay policy (the "Executive Officer Cash Severance Policy") that would prevent BD from entering into any new agreement, plan or policy that provides for the payment of cash termination benefits to an executive officer exceeding 2.99 times the sum of the officer’s base salary plus target bonus, without seeking stockholder approval or ratification. We received positive feedback on this approach from the shareholders to whom we spoke during our 2023 engagement. Shareholders expressed their belief that this was a reasonable approach for BD to take in response to the proposal, and no investor we engaged with requested the inclusion of accelerated equity vesting in the calculation of the termination pay limit. Based on this shareholder feedback, the Board subsequently adopted the Executive Officer Cash Severance Policy in November 2023, which is available on our website at investors.bd.com/corporate-governance/governance-documents.

Other Ways We Engage: In addition to BD’s annual shareholder outreach and engagement program, BD engages in activities designed to inform and seek shareholder input throughout the fiscal year, including without limitation, quarterly earnings calls, industry presentations and conferences, company-hosted events and presentations, and securities analyst meetings.

•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.

The Board has established a process by which shareholders can request direct engagement with our independent directors regarding executive compensation, corporate governance, board and CEO succession, risk management oversight and other matters within the purview of the Board. This process can be found on our website at investors.bd.com/contact-bds-directors. The Board may also initiate direct communications with BD shareholders at any time, in its discretion.

(1)The restricted stock units vest and underlying shares are distributed at the earliest of one year following the grant or the next Annual Meeting of Shareholders, unless deferred at the election of the director.

(1)Reflects cash retainer, Committee chair fees, and, for Mr. Scott, 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 during fiscal year 2023. 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 $215,000 target award value. For a discussion of the assumptions made in arriving at the grant date fair value of these awards, see Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Dr. Waldstreicher received a prorated grant upon joining the Board in July 2023.

(3)Amounts shown represent matching gifts under BD’s Matching Gift Program. Dr. Fraser's amount also includes $2,375 for service on BD's Science Advisory Board pursuant to her previously disclosed consulting agreement.

(4)Dr. Waldstreicher was elected to the Board in July 2023.

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.

•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.

•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, 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

•Michael D. Garrison, Executive Vice President and President, Medical Segment

•David B. Hickey, Executive Vice President and President, Life Sciences Segment

•Shana Neal, Executive Vice President and Chief People Officer

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”), we refer to certain financial measures that do not conform to GAAP. Appendix A to this proxy statement contains reconciliations of these non-GAAP measures to the comparable GAAP financial measures.

Our goal is to provide an executive compensation program that best serves the long-term interests of our shareholders. We believe that attracting and retaining superior talent and rewarding performance is key to delivering long-term shareholder returns, and that a competitive compensation program is critical to that end. The objectives of our executive compensation program include:

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

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

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

•The Compensation Committee's intent to tie a significant amount of Mr. Polen’s pay to performance, with a clear link to our performance-driven metrics.

•The Compensation Committee's decision to continue to position Mr. Polen’s pay within a competitive range of the median of CEOs in BD's peer group.

•Mr. Polen’s accomplishments during the year, including:

◦The continued successful execution of the BD 2025 strategy and his leadership in delivering strong financial performance that exceeded our expectations for the year despite a challenging macroeconomic environment.

◦The progress made to enhance BD's long-term growth profile, including the successful clearance of BD AlarisTM Infusion System.

◦The progress made during the year towards BD's 2030+ ESG goals.

Salary. Messrs. Polen, DelOrefice and Hickey each received salary increases of 3% during the year, consistent with salary increases made generally at BD. As Ms. Neal rejoined BD in April 2022, she received a 1.5% salary adjustment in 2023. Mr. Garrison received no salary increase in 2023 as his salary was adjusted when he was appointed head of our Medical Segment in September 2022.

Annual incentive compensation. BD's strong performance for the year resulted in a performance factor of 107% of target under the PIP formula, driven by strong revenue, earnings and operating margin performance that exceeded the targets set for the year, which was partially moderated by a shortfall in our cash flow metric. Based on management's recommendation, the Compensation Committee used negative discretion to reduce the performance factor to 95%. For a discussion of the Compensation Committee's use of negative discretion, see "PIP Awards" beginning on page 60. Mr. Polen received a PIP award consistent with the reduced PIP performance factor. Messrs. DelOrefice and Garrison each received a PIP award at 104.5% of target (110% of the reduced PIP performance factor) to recognize their significant contributions during the year. For a full discussion of the 2023 PIP awards made to the named executive officers, see “PIP Awards” beginning on page 60.

Fiscal 2023 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 2023. 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 Messrs. DelOrefice's and Hickey's award over the prior year was made to better position both executives' pay within a competitive range of BD's peer group for their respective positions.

Vesting of Performance Unit awards. During 2023, Performance Units covering the fiscal 2020-2022 performance period vested. The performance metrics for these awards were average annual return on invested capital ("ROIC") and average annual Revenue growth, with a performance payout modifier based on BD's relative total shareholder return ("TSR"). The awards paid out at 76% of target.

We also spoke to shareholders regarding the shareholder proposal that received majority support at our 2023 Annual Meeting, including a number of shareholders that voted in favor of the proposal. The proposal requested that BD seek shareholder approval of any “senior manager’s new or renewed pay package” that provides for severance or termination payments exceeding 2.99 times the sum of the individual’s base salary plus target bonus. In response to the proposal, we sought shareholder feedback on BD’s adoption of the Executive Officer Cash Severance Policy that would prevent BD from entering into any new agreement, plan or policy that provides for the payment of cash termination benefits to an executive officer exceeding 2.99 times the sum of the officer’s base salary plus target bonus, without seeking stockholder approval or ratification. We received positive feedback to this approach from the shareholders to whom we spoke during our 2023 engagement. Shareholders expressed their belief that this was a reasonable approach for BD to take in response to the proposal, and no investor we engaged with requested the inclusion of accelerated equity vesting in the calculation of the termination pay limit. Based on this shareholder feedback, the Board subsequently adopted the new Executive Officer Cash Severance Policy in November 2023 which is available on our website at investors.bd.com/corporate-governance/governance-documents. See page 64 for a further discussion of the Executive Officer Cash Severance Policy.

2023 total target compensation(1)

● Salary ● PIP ● Performance Units ● SARs ● TVUs

(1)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. Percentages in above graphs are rounded.

•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 leads to and expands category leadership, as well as results in a robust product pipeline;

•Accelerating innovation in smart devices, robotics, analytics, and artificial intelligence in order to enable new care settings, streamline care workflows and remove administrative burdens for healthcare providers;

•Leveraging our global scale in order to provide equitable access to affordable medical technologies around the world, including in under-resourced markets;

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

•Focusing on cash management and an efficient capital structure in order to drive balance sheet productivity and strong shareholder returns.

•Driving operating effectiveness and margin expansion by increasing factory productivity and asset efficiencies;

•Reducing complexity, increasing agility and improving customer experience by rationalizing our product portfolio, as well as by simplifying and optimizing our architecture and operating model;

•Making strategic investments which prioritize a culture of quality and our quality management system to ensure we are a best-in-class, proactive quality-driven organization;

•Enhancing customer experiences through the digitalization of internal processes and go-to-market approaches;

•Working across our supply chain to responsibly source materials and goods, as well as to reduce environmental impacts; and

•Creating more resilient operations through investments in an enterprise-wide renewable energy strategy.

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

•Cultivating an inclusive work environment that welcomes and celebrates diverse backgrounds and perspectives;

•Growing and enabling talent through training, development and reskilling strategies; and

•Driving sustainability initiatives within our organizational units to support enterprise-wide collaboration towards our sustainability strategy.