Business Context and Reporting Period
This Form 8-K filing by Becton, Dickinson and Company (BD) reports a corporate governance event dated June 28, 2013. The filing details the election of a new Chief Financial Officer and the transition of the interim CFO to a different executive role.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
- New CFO Base Salary: $675,000
- Target Annual Incentive: 85% of base salary (pro-rated for fiscal year 2013)
- Equity Compensation: Grant date value of $2 million (fiscal year 2014)
- Change of Control Severance: Two times salary and bonus
Material Changes
The primary material change is the leadership transition within the finance organization effective July 15, 2013:
- Christopher R. Reidy was elected Chief Financial Officer and Executive Vice President of Administration, succeeding Suketu Upadhyay.
- Suketu Upadhyay, who served as interim CFO since November 2012, will assume the title of Senior Vice President, Finance, with expanded responsibilities across the finance organization while continuing as principal accounting officer.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of operational risks. The only contingency noted is the change of control agreement for the new CFO, which provides for continued employment for two years following a change of control with specific severance terms.
Investor Verification Checklist
- Verify the effective date of Christopher R. Reidy's appointment (July 15, 2013).
- Confirm the pro-rated nature of the 2013 incentive award for the new CFO.
- Review the attached press release (Exhibit 99.1) for additional context on the leadership transition.
- Note that this filing does not contain updated financial performance data.