XML 103 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2021


					Value of Initial Fixed $100 Investment Based On:
Year (a)	Summary Compensation Table Total for CEO(1) ($) (b)	Compensation Actually Paid to CEO(2) ($) (c)	Average Summary Compensation Table Total for Non-CEO Named Executive Officers(1) ($) (d)	Average Compensation Actually Paid to Non-CEO Named Executive Officers(2) ($) (e)	Total Shareholder Return(3) ($) (f)	Peer Group Total Shareholder Return(3) ($) (g)	Net Income ($ Millions)(4) (h)	Revenue(5) ($ Millions) (i)
2023	17,309,938	29,765,803	4,523,549	5,958,393	118.60	101.81	1,484	18,935
2022	16,711,236	15,043,146	4,192,099	3,618,600	101.20	90.18	1,779	19,170
2021	14,189,333	16,684,546	3,741,372	4,215,851	107.10	126.81	2,092	19,960

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote

Compensation for our CEO, Thomas E. Polen, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-CEO NEOs includes the following named executive officers: (i) in 2023, Christopher J. DelOrefice, Michael D. Garrison, David B. Hickey and Shana Neal, (ii) in 2022, Christopher J. DelOrefice, David B. Hickey, Samrat S. Khichi, Alberto Mas and Shana Neal and (iii) in 2021, Christopher J. DelOrefice, Christopher R. Reidy, Simon D. Campion, Samrat S. Khichi and Alberto Mas.

Peer Group Issuers, Footnote

TSR is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively, calculated in accordance with the rules of the SEC. The peer group for purposes of this table is the S&P 500 Health Care Equipment & Supplies Index, which the Company also utilizes in the stock performance graph included in its annual report to shareholders.

PEO Total Compensation Amount

$ 17,309,938

$ 16,711,236

$ 14,189,333

PEO Actually Paid Compensation Amount

$ 29,765,803

15,043,146

16,684,546

Adjustment To PEO Compensation, Footnote

Compensation “actually paid” for the CEO and average compensation “actually paid” for our non-CEO NEOs reflects the amounts set forth in columns (b) and (d) of the table above, respectively, adjusted as set forth in the table below in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the CEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s and our other NEOs’ compensation for fiscal year 2023, see the Compensation Discussion and Analysis section beginning on page 47.


	CEO 2023		Non-CEO NEOs 2023		CEO 2022		Non-CEO NEOs 2022		CEO 2021		Non-CEO NEOs 2021
Summary Compensation Table Total	$	17,309,938	$	4,523,549	$	16,711,236	$	4,192,099	$	14,189,333	$	3,741,372
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year	(13,536,017)		(2,916,651)		(12,627,967)		(2,446,702)		(10,328,129)		(2,275,487)
Plus Fair Value for Awards Granted in the Covered Year that Remain Unvested at the End of the Covered Year	16,001,719		3,382,509		12,182,073		1,900,248		13,014,873		2,802,179
Plus Fair Value for Awards Granted in the Covered Year that Vested in the Covered Year	—		—		—		237,067		—		—
Change in Fair Value of Outstanding Unvested Awards from Prior Years	9,575,664		898,856		(800,866)		(44,627)		156,433		42,169
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year	569,022		89,954		(411,606)		(106,720)		(315,261)		(46,681)
Less Fair Value of Awards Forfeited during the Covered Year	—		—		—		(96,546)		—		—
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards	—		—		—		—		—		—
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans	(313,046)		(50,658)		(154,081)		(44,013)		(170,152)		(112,292)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	158,523		30,834		144,357		27,795		137,449		64,592
Compensation Actually Paid	29,765,803		5,958,393		15,043,146		3,618,600		16,684,546		4,215,851

Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. For a description of the methodology and assumptions used to determine the amounts reflected in these columns, see Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Non-PEO NEO Average Total Compensation Amount

$ 4,523,549

4,192,099

3,741,372

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,958,393

3,618,600

4,215,851

Adjustment to Non-PEO NEO Compensation Footnote


	CEO 2023		Non-CEO NEOs 2023		CEO 2022		Non-CEO NEOs 2022		CEO 2021		Non-CEO NEOs 2021
Summary Compensation Table Total	$	17,309,938	$	4,523,549	$	16,711,236	$	4,192,099	$	14,189,333	$	3,741,372
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year	(13,536,017)		(2,916,651)		(12,627,967)		(2,446,702)		(10,328,129)		(2,275,487)
Plus Fair Value for Awards Granted in the Covered Year that Remain Unvested at the End of the Covered Year	16,001,719		3,382,509		12,182,073		1,900,248		13,014,873		2,802,179
Plus Fair Value for Awards Granted in the Covered Year that Vested in the Covered Year	—		—		—		237,067		—		—
Change in Fair Value of Outstanding Unvested Awards from Prior Years	9,575,664		898,856		(800,866)		(44,627)		156,433		42,169
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year	569,022		89,954		(411,606)		(106,720)		(315,261)		(46,681)
Less Fair Value of Awards Forfeited during the Covered Year	—		—		—		(96,546)		—		—
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards	—		—		—		—		—		—
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans	(313,046)		(50,658)		(154,081)		(44,013)		(170,152)		(112,292)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans	158,523		30,834		144,357		27,795		137,449		64,592
Compensation Actually Paid	29,765,803		5,958,393		15,043,146		3,618,600		16,684,546		4,215,851

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid versus Total Shareholder Return

The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s cumulative TSR and the cumulative TSR of the peer group.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid versus Net Income

The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the Company’s Net Income. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The chart below does not adjust for discontinued operations so the results are not comparable across periods.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid versus Revenue

The graph below shows the relationship between compensation actually paid (to CEO and the average to other NEOs) and the company’s Revenues. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The chart below does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the chart for fiscal year 2023 has been adjusted for the divestiture.

Tabular List, Table


Performance Measures
Revenue*
Adjusted EPS*
Free cash flow*
Operating margin*
ROIC*

Total Shareholder Return Amount

$ 118.60

101.20

107.10

Peer Group Total Shareholder Return Amount

101.81

90.18

126.81

Net Income (Loss)

$ 1,484,000,000

$ 1,779,000,000

$ 2,092,000,000

Company Selected Measure Amount

18,935,000,000

19,170,000,000

19,960,000,000

PEO Name

Thomas E. Polen

Additional 402(v) Disclosure

The following table sets forth the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022 and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Revenue over such years in accordance with SEC rules.

Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2023, 2022 and 2021. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. “Net Income from Continuing Operations” is in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended September 30, 2023, 2022 and 2021 was $1.53 billion, $1.64 billion and $1.60 billion, respectively.Revenue represents the most important financial performance measure used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Revenue as set forth in the table is a non-GAAP measure and does not conform to generally accepted accounting principles. Revenue includes results from BD's continuing operations and is adjusted to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to BD, compared to the rates we budgeted for that fiscal year. For our fiscal year 2021 PIP, the Compensation Committee set two separate revenue targets, one for revenues from our BD VeritorTM COVID-19 test and the other for our base business (which excludes COVID-19 only diagnostic testing). Revenue as set forth in the table for fiscal year 2021 reflects the combined performance. In April 2022, the Company completed the spin-off of its Diabetes Care business as a separate publicly traded company named Embecta Corp. Following the completion of the spin-off, the historical results of the Diabetes Care business are now accounted for as discontinued operations. The table above does not adjust for discontinued operations so the results are not comparable across periods. In August 2023, the Company completed the sale of its Surgical Instrumentation Platform and revenue reflected in the table for fiscal year 2023 has been adjusted for the divestiture.

Tabular list of most important financial performance measures

The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs' compensation for 2023 to performance.

* These performance measures do not conform to generally accepted accounting principles. The Compensation Discussion and Analysis section beginning on page 47 includes a description of these metrics.

Analysis of the information presented in the pay versus performance table

As described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects our commitment to pay-for-performance. We selected Revenue as our company selected measure in our Pay versus Performance table above for purposes of evaluating Pay versus Performance because it is a key performance metric within our annual incentive plan and our long-term incentive compensation programs. While we utilize several performance measures to align executive compensation with performance, we do not present all of these measures in the Pay versus Performance table above.

In accordance with the rules of the SEC, we are providing the following graphic depictions of the relationships between information presented in the Pay versus Performance table.