Filed by the Registrant þ 

Gary DeFazio
Senior Vice President and Corporate Secretary

2024 financial performance*

BD’s strategic initiative to advance sustainability 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 sustainability 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 sustainability strategy and 2030+ goals, see page 32 and our 2023 Corporate Sustainability Report, which is available at www.bd.com/2023SustainabilityReport. Our 2023 Corporate Sustainability Report is not part of, or incorporated by reference into, this proxy statement.

We also summarize our inclusion, diversity and equity ("ID&E") efforts in BD's 2023 Corporate Sustainability report, which highlights the ways that inclusion is important to our culture. Additional information is available at www.bd.com/en-us/about-bd/esg, along with our most recently filed U.S. Federal Employment Information Report (EEO-1). Our Corporate Sustainability report and EEO-1 report 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 35.

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 | 62
Chief Executive Officer, 3M Company

Catherine M. Burzik | 74
Former President and Chief Executive Officer, Kinetic Concepts, Inc.

The Board believes it is important to periodically obtain an outside perspective on the Board’s overall composition, functioning and effectiveness, and seeks to have its annual self-evaluation facilitated by an independent outside consultant experienced in board and governance practices at least once every three years. The Board engaged such a consultant in 2024. The consultant conducted 1-on-1, open-ended interviews with all Board members to provide each director with the opportunity to openly discuss on a confidential basis the performance and effectiveness of the Board as a whole and its committees and to identify areas for improvement. In addition to the director interviews, the consultant conducted interviews with members of senior management who regularly interact with the Board to solicit their perspectives on the relationship between the Board and management. At the conclusion of the process, the consultant presented its findings and recommendations to the Governance Committee and the full Board.

The Governance Principles provide for the appointment of a Lead Director from among the Board’s independent directors whenever the Chairman is not independent. The Lead Director role allows the non-management directors to provide effective, independent Board leadership and oversight of management.

•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.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the NYSE for compensation committee members. Each member also qualifies as a “non-employee director” under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

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.

Under the NYSE rules and our Governance Principles, a director is not independent if the director has a direct or indirect material relationship with BD other than as a director. The Governance Committee annually reviews the independence of all directors and nominees for director and reports its findings to the full Board. To assist in this review, the Board has adopted director independence guidelines (“Independence Guidelines”) that are contained in the Governance Principles and can be accessed on the BD website at https://investors.bd.com/corporate-governance/governance-documents. The contents of our website are not incorporated by reference into this document for any purpose. The Independence Guidelines set forth certain categories of relationships (and related dollar thresholds) between BD and its directors, their immediate family members, or entities with which they have a relationship, which the Board has judged to be immaterial for purposes of a director’s independence. In the event that a director has any relationship with BD that is outside these immaterial relationships, the other independent members of the Board review the facts and circumstances to determine whether the relationship could impact the director's independence.

BD did not engage in any related person transactions subject to the Policy during fiscal year 2024. We previously disclosed that we anticipated making an investment during fiscal year 2024 in TEAMFund, LP II, a for-profit limited partnership (the “Partnership”) being formed by a non-profit (the “Non-Profit”) established by Timothy Ring, a director, and his wife, Kathryn Gleason. However, closing of the Partnership has not yet occurred, and it is now anticipated that the Partnership will close in fiscal year 2025. The Partnership is being formed for the purpose of investing in medical technologies that address priority unmet healthcare needs in underserved populations, with areas of focus including medical technologies, medical devices, artificial intelligence-enabled healthcare, digital health, and technologies facilitating access to healthcare. It is anticipated that BD's committed investment in the Partnership will be $2 million, with the capital contribution to be made over a five-year period and BD will not make a capital contribution in any one year of $1 million or more. BD’s capital contribution would represent an approximate 1.3% limited partnership interest based on the amount the Partnership seeks to raise. The Non-Profit will also invest as a limited partner. Mr. Ring and Ms. Gleason do not benefit financially from the Partnership since any return on the Non-Profit’s investment will inure solely to the benefit of the Non-Profit. Neither Mr. Ring nor Ms. Gleason will be employees of or receive any compensation from the Partnership. In addition, a procedure has been established to address any potential conflicts that may arise between the investment activities of the Partnership and BD’s business. The Governance Committee has approved the proposed investment in the Partnership because (i) BD’s investment may provide BD management insight into emerging technologies that BD may have an interest in acquiring or otherwise commercializing and (ii) the purpose of the Partnership of meeting unmet healthcare needs in underserved populations is consistent with BD’s health equity initiatives and 2030+ goals, and with our corporate mission of “advancing the world of health.”

Our cybersecurity risk management program is led by our Chief Information Security Officer (“CISO”), whose organization is responsible for identifying, assessing and managing risks from cybersecurity threats. Our Vice President, Research and Development, Product Security (“VP of Product Security”) also supports our cybersecurity risk management program by leading a team of product security professionals focused on implementing security by design, security in use and product end of life strategies across our portfolio of software-based products. Our CISO is supported by and is a member of our Cybersecurity Strategy and Risk Committee (“CSRC”), which is a management-level governance body for oversight of all of our cybersecurity risk. Our VP of Product Security is also a member of the CSRC. On a quarterly basis, our CSRC receives information from our CISO regarding BD’s enterprise IT, manufacturing and distribution OT and product security programs, including the Company’s strategy and progress on key initiatives. As part of integrating cybersecurity risk management into our Enterprise Risk Management program, our ERC (discussed below) receives updates from our Chief Information Officer and CISO on BD’s cybersecurity risk management strategy and program on a regular basis. Management periodically conducts cybersecurity crisis simulations with the full Board to raise awareness of cybersecurity risks and enhance our incident preparedness. We also provide opportunities for the directors to take a cybersecurity training course through an external service provider.

BD Information Security works closely with teams across BD to implement the Company's cybersecurity strategy across its IT, OT and product offerings. We incorporate cybersecurity risk management into our systems and processes, which we strive to align with multiple industry-leading cybersecurity standards, including the Joint Security Plan issued by the Health Sector Coordinating Council for BD products and guidelines issued by the National Institute of Standards and Technology (NIST) for our manufacturing and distribution OT and enterprise IT.

As part of our cybersecurity risk management program, we engage a range of third-party experts each year, including advisors, consultants and auditors, to evaluate and enhance our program through security attestations and certifications, maturity assessments and security testing. BD makes our 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.

At the Board level, the Governance Committee has oversight responsibility for the processes, policies and practices relating to sustainability matters. Oversight of BD's 2030+ sustainability goals (discussed below) and other important sustainability matters is allocated among the Board and the Committees. The Governance Committee oversees the 2030+ goals related to Climate Change, Product Impact, aspects of Healthy Workforce and Community and Transparency; the Compensation Committee oversees aspects of the 2030+ goal related to Healthy Workforce and Communities; and the Audit Committee oversees the 2030+ goal related to Responsible Supply Chain. In addition, the full Board also receives an annual update on BD's progress on our 2030+ sustainability goals in addition to periodic updates on other sustainability matters, including associate well-being and development, and Board composition.

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

BD's Corporate Sustainability strategy, Together We Advance, serves as a framework through which BD addresses the most relevant sustainability 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 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 the UN Sustainable Development Goals (SDGs).

•Climate Change: Reducing Scope 1 and 2 greenhouse gas (GHG) emissions 50% by 2030 (from a 2019 baseline). This science-based target is aligned with the 1.5°C global emissions reduction pathway. In 2021, we committed to setting science-based targets by joining the U.N. Race to Zero and Business Ambition for 1.5°C. We are pleased to report that the Science Based Targets initiative recently approved our near-term and 2050 Net-Zero targets.

•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. BD’s Sustainable Medical Technology Institute (SMTI) supports our 2030+ product impact goals through a focus on three key areas: materials of concern, new and more sustainable sterilization technologies, and sustainable product design.

•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 sustainability goals through an annual sustainability report in alignment with recognized external sustainability reporting frameworks, including the Taskforce for Climate Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB).

BD reports annually on sustainability matters and the progress against its goals in BD's Corporate Sustainability Report. As part of BD's 2030+ Transparency goal, BD's annual Corporate Sustainability 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 FY 2023 Corporate Sustainability Report is available at www.bd.com/2023SustainabilityReport. The report is not part of, or incorporated by reference into, this proxy statement.

While we continue to make meaningful progress in fostering an inclusive workplace with fair treatment, equal access and opportunity, and acceptance for everyone, we also seek to continuously improve. Each year, we establish annual corporate ID&E goals to ensure equity in hiring, development, advancement and retention of all talent at every level of the organization and to further our culture of inclusion. In addition, our executive leaders serve as sponsors to our nine global Associate Resource Groups (ARGs). Our ARGs are empowered to set strategic goals aligned with their mission and centered around efforts to advance our company, our local communities and associates' careers, while fostering acceptance, allyship and equity in professional development opportunities.

Externally, we are building on our existing momentum and remain involved in efforts to help the medical technology industry in supporting ID&E by improving health equity and expanding access, including by partnering with the Advanced Medical Technology Association (AdvaMed). We remain committed to sustaining meaningful, long-term strategic partnerships and programs to help ensure that we are advancing the health of our people and patient communities.

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 summarize our ID&E accomplishments in BD's 2023 Corporate Sustainability report, which highlights the ways that inclusion is central to our culture. Our most recent report is available at www.bd.com/2023SustainabilityReport, 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 2023 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, any 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 Corporate Sustainability Report •Evaluate proxy season trends, corporate governance best practices, and regulatory developments

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.

•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/corporate-governance/contact-the-board. 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 2024. 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 different 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, 2024.

(3)Except as otherwise noted, amounts shown represent matching gifts under BD’s Matching Gift Program. The amount shown for Mr. Ring includes $5,000 matching gifts for calendar years 2023 and 2024 that are reportable for fiscal year 2024.

(4)Mr. Larsen did not stand for re-election at the 2024 Annual Meeting.

(5)In connection with Mr. Larsen's retirement, BD made a contribution in the amount of $50,000 to the Larsen Leaders Academy at Purdue University's Daniels Business School in recognition of his service to BD and the Board.

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.

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

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

•Richard E. Byrd, Executive Vice President and President, Interventional Segment

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

•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.

BD is focused on delivering sustainable growth and shareholder value and making appropriate investments for the future. BD management operates the business consistent with the three core strategies: Grow, Simplify and Empower. Our compensation program is designed to support our BD 2025 strategy and align the interests of our executives with those of our shareholders by directly linking pay to performance metrics that drive our financial results.

$20.2B Total Revenues			$5.86 Reported EPS $13.14 Adjusted EPS			~$3.8B Net Cash From Continuing Operations

Drive sustained top line growth through high-impact innovation and commercial excellence			Advanced multiple new growth platforms that put BD in the middle of the most significant trends reshaping healthcare including the use of AI and automation in Connected Care to transform efficiency and outcomes, the shift to New Care Settings and the application of medical technology to improve treatment of Chronic Disease. •Passed $1B of annual revenue in biologic drug delivery sales driven by our leading pre-fillable devices and increased manufacturing capacity to serve growing GLP-1 demand. •Acquired Advanced Patient Monitoring, expanding our Connected Care Solutions in a high-growth market and enabling future innovation opportunities in breakthrough closed-loop monitoring and treatment. •Advanced our PureWickTM Urinary Incontinence platform, launching our NextGen PureWick Flex and expanding PureWick Male into the home. •Continued to reinvent in the field of flow cytometry with the launch of the 3 and 4 laser BD FACSDiscoverTM S8 Sorter and multiple new reagents using unique AI algorithms to optimize dye designs that are enabling new scientific insights. •For the full year, revenue of $20.2B increased 4.2% as reported and currency neutral, 4.6%* adjusted currency-neutral, and 5.0%* organic.
Execute on BD Excellence to drive operational performance			BD Excellence launched ~18 months ago and is increasing momentum behind simplifying our company, improving quality and accelerating margin progression. •Through BD Excellence, our teams made strong progress on network optimization, increasing plant productivity and delivering double digit improvements in waste and operating equipment efficiency. •Consistently executed on margin expansion in FY24 - increasing Adjusted EPS guidance each quarter and delivering full year GAAP EPS of $5.86, Adjusted EPS of $13.14*, increased operating margin and improved cash flow - all ahead of plan and positions us well moving into FY25. •While delivering strong margin performance, we also invested $1.1B in R&D to advance our pipeline of innovative programs that will support future growth.
Effectively deploy capital			Our focus on cash generation enabled strong growth in net cash from operations, and allowed us to return capital to shareholders through dividends and share buybacks. •Strong cash position supported our acquisition of APM, while also returning $1.6 billion dollars of capital to shareholders through dividends and share repurchases. •53rd consecutive year of dividend increases, extending our long-standing recognition as a member of the S&P500 Dividend Aristocrats Index, a distinction that reflects the consistency and reliability of our dividend policy. •After closing the APM acquisition, we ended the year with a leverage position that was in line with our expectations. We believe we are well positioned to de-leverage to our target over the next 12 to 18 months.

Salary. Mr. Polen and Ms. Neal each received salary increases of 3% during the year, consistent with salary increases made generally at BD. To reflect Mr. Byrd's and Dr. Garrison's continued growth in their roles as Segment Presidents over the past two years, they received a 12% and 11.1% increase, respectively, to commensurately progress their pay towards the market median. Mr. DelOrefice received a 7.9% increase to maintain market competitiveness with peers.

Annual incentive compensation. BD's strong performance for the year resulted in a calculated financial performance factor of 121% of target under the PIP formula, driven by strong earnings, operating margin and cash flow performance that exceeded the targets set for the year, which was partially moderated by a modest shortfall in revenue. Based on management's recommendation, the Compensation Committee approved a corporate PIP performance factor of 103%. For more information, see "2024 Compensation Actions" beginning on page 59. Mr. Polen received a PIP award consistent with the corporate PIP performance factor. Mr. DelOrefice received a PIP award at approximately 113% of target (110% of the corporate PIP performance factor) to recognize his significant contribution during the year. For a full discussion of the 2024 PIP awards made to the named executive officers, see “PIP Awards” beginning on page 60.

Fiscal 2024 grants. Consistent 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 2024. 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. Polen's, DelOrefice's and Byrd's and Dr. Garrison's awards over the prior year were made to better position the executives' pay within a competitive range of BD's peer group for their respective positions.

Vesting of Performance Based Awards. During 2024, Performance Units covering the fiscal 2021-2023 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"). For the 2021-2023 Performance Unit awards, performance of average annual ROIC and average annual Revenue growth were above target, with BD's relative TSR above the median. As a result, the awards paid out at 154% of target.