Christopher DelOrefice
RESMEDAbout Christopher DelOrefice
Age 54; independent director since 2024; Chair of the Audit Committee. DelOrefice is EVP & Chief Financial Officer of Becton, Dickinson and Company (BD), with prior senior finance roles at Johnson & Johnson; he holds B.S. and M.B.A. degrees from Villanova and is a Certified Public Accountant (inactive) . The board classifies him as independent under NYSE and ASX standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company (NYSE: BDX) | EVP & Chief Financial Officer | Sep 2021–present | Senior finance executive; strategy and corporate development leadership |
| Johnson & Johnson (NYSE: JNJ) | VP, Investor Relations (2018–2021); CFO of Consumer and Medical Devices NA; earlier progressive finance leadership roles (1999–2018) | 1999–2021 | Broad finance, commercial, M&A and supply chain exposure across segments |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public company directorships | None |
Board Governance
- Committee leadership: Audit Committee Chair; all members designated “financial experts”; Audit Committee met 8 times in FY2025 with 100% attendance .
- Independence: Board determined he is independent (NYSE/ASX) .
- Board attendance: Board held 6 meetings; all directors achieved 100% attendance except Peter Farrell (post‑surgery travel issue) .
- Engagement: Signed the Audit Committee Report recommending inclusion of audited financial statements in the 10‑K .
- Continuity: The company does not anticipate changes to committee leadership through FY2026 .
Fixed Compensation (Director)
| Component | Program Terms (FY2025) | FY2025 – DelOrefice Actual |
|---|---|---|
| Annual cash retainer | $70,000 | $53,000 (pro‑rated for start/roles) |
| Audit Chair fee | $25,000 | Included within cash fees as applicable (pro‑rated) |
| Committee member fees | None (no additional member fees) | N/A |
| Meeting fees | None | N/A |
| FY2026 cash retainer (reference) | Increased to $75,000, effective 7/1/2025 | N/A |
Notes: The program uses a U.S. peer-based model with meaningful equity to align with investors; no separate meeting fees; and chair retainers for specific committees .
Performance Compensation (Director)
| Equity Element | Program Terms | FY2025 – DelOrefice Actual |
|---|---|---|
| Annual equity | $260,000 target; directors could elect RSUs, options, or 50/50; in FY2025 all directors elected 100% RSUs; RSUs vest by next annual meeting/November 11; change-in-control double-trigger vesting | RSU grant fair value $324,745 (included a pro‑rated equity grant at onboarding; priced at $244.90 on Sep 3, 2024) |
| Options | Available under program but none elected by directors in FY2025 | $0 option awards |
| Deferral feature | Directors may defer RSUs into Deferred Stock Units; dividends accrue in cash equivalents post annual vest date; DSUs count toward ownership guidelines | Deferred RSUs outstanding: 1,083 |
No performance metrics are tied to director equity; awards are time-vested to promote alignment and independence (director equity is not contingent on operating targets) .
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Other public boards | None |
| Compensation committee interlocks | None reported for CLDC in FY2025 |
Expertise & Qualifications
- Senior public company CFO (BD); deep financial management, strategy, investor relations, supply chain, M&A, and global R&D exposure; CPA (inactive) .
- Board designates all Audit Committee members, including DelOrefice, as “financial experts,” strengthening oversight of financial reporting and controls .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (common shares) | 1,350 shares (as of 9/23/2025) |
| Options outstanding (exercisable/unexercisable) | 0 / 0 |
| RSUs outstanding at FY2025 year-end | 267 |
| Deferred RSUs outstanding at FY2025 year-end | 1,083 |
| Ownership guidelines | 5× annual cash retainer (i.e., $350,000 for FY2025); new directors have 5 years to comply |
| Compliance status | All non‑executive directors complied as of 6/30/2025 except DelOrefice (new director below guideline) |
| Pledging/hedging | Prohibited for directors and officers |
Related Party Transactions & Conflicts
- Policy: All related party transactions are reviewed/approved by the Audit Committee; specified de‑minimis and ordinary‑course exceptions apply .
- Board independence determination: No relationships or transactions required consideration in making independence decisions; DelOrefice is independent .
- Hedging/pledging of company stock prohibited, reducing alignment risks .
Insider Trades
| Period | Reported Transactions |
|---|---|
| FY2025 proxy coverage | The DEF 14A provides ownership and compensation detail but does not enumerate Form 4 transactions; investors should reference current Forms 4 for trade activity |
Governance Assessment
- Strengths: Independent Audit Committee Chair and designated financial expert; 100% committee attendance; robust audit oversight; strong director ownership framework (5× retainer; DSU deferral); prohibition on pledging/hedging; no related-party issues disclosed .
- Alignment: Director equity delivered in RSUs, commonly deferred into DSUs; program calibrated to U.S. medtech peers; no meeting fees; chair fee structure supports accountability .
- Watch items: New-director ownership below long-term guideline (within five-year compliance window) .
Overall, DelOrefice brings deep CFO-level financial expertise and audit oversight rigor as Audit Committee Chair, with clean independence, strong attendance, and a pay mix emphasizing equity alignment—factors supportive of board effectiveness and investor confidence .