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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant 
 
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
Embecta Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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graphic
2024 Notice of
Annual Meeting and
Proxy Statement
February 7, 2024 | 8:00 a.m. EST

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Letter to our stockholders
Embecta Corp.
300 Kimball Drive, Ste 300
Parsippany, New Jersey 07054
www.embecta.com
December 19, 2023
Dear fellow stockholders,
I’m pleased to invite you to attend the 2024 Annual Meeting of Stockholders (2024 Annual Meeting) of Embecta Corp. (Embecta), to be held at 8:00 a.m. EST on February 7, 2024, at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey.
We launched Embecta with a vision of helping more people live a life unlimited by diabetes and, in our first full fiscal year, we exceeded our financial and business performance expectations in each quarter by focusing on three strategic priorities — each of which remains a key area of focus for fiscal 2024: strengthening our core business; continuing the process of separating and standing up Embecta as an independent company; and investing for growth.
Our core business remained stable because we earned the trust of our customers with safe, reliable, and cost-effective injection devices, which have been available without disruption despite the ongoing macroeconomic challenges posed by inflation, supply chain disruptions, and geopolitical instability.
We have made substantial progress in separating and standing up Embecta, exiting a number of transition service agreements with BD and opening several new regional offices worldwide, including our new global headquarters in Parsippany, New Jersey. We also implemented our new enterprise resource planning system and manufacturing execution system, and operationalized our own distribution network and shared services infrastructure in North America (including our plant in Holdrege, Nebraska) and at our plant in Suzhou, China. We will continue the implementation at our remaining manufacturing facility and in the rest of our markets over the coming months.
As our mission is to develop and provide solutions that make life better for people living with diabetes, investing in growth is a top priority. To that end, our research and development teams continue to advance the development of our type 2 closed loop insulin delivery system utilizing Embecta’s proprietary patch pump — which carries Breakthrough Device Designation from the U.S. Food & Drug Administration — and are working to achieve critical milestones in fiscal 2024.
The coming fiscal year marks 100 years since our predecessors introduced the world’s first syringe designed for insulin delivery. By harnessing that heritage of groundbreaking innovation, along with the passion of more than 2,000 Embecta employees worldwide, we have made a difference in countless lives. I believe that by building on what the Embecta team has achieved since launching this company with the singular vision of a life unlimited by diabetes, we can add to our long track record of helping people with diabetes live better lives in 2024.
The accompanying notice of annual meeting and proxy statement describe the matters to be acted upon at our 2024 Annual Meeting, and we also plan to report on matters of interest to Embecta stockholders. Whether or not you plan to join us in person, please take the time to vote so that your shares will be represented and voted at the meeting. You may vote by proxy online or by telephone, by completing and mailing the enclosed proxy card in the return envelope provided, or in person at the meeting.
Thank you for your interest in Embecta and the support you continue to provide as we guide this new company with a long legacy toward even greater success and impact.
Sincerely,
graphic
Devdatt (Dev) Kurdikar
President and Chief Executive Officer
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Notice of annual meeting of stockholders
February 7, 2024
8:00 a.m. Eastern Standard Time
Location: Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey
Record Date: December 11, 2023
The Annual Meeting of Stockholders of Embecta Corp., a Delaware corporation (“Embecta” or the “Company”), will be held on Wednesday, February 7, 2024, at 8:00 a.m. Eastern Standard Time (“EST”), at Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey (the “2024 Annual Meeting”).
At the 2024 Annual Meeting, stockholders will consider and act upon the following proposals:
1.
The election as directors of the three nominees named in the attached proxy statement for a two-year term
2.
The ratification of the selection of the independent registered public accounting firm
3.
An advisory vote to approve named executive officer compensation
4.
The approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan
We will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. These proxy materials are being mailed or otherwise sent to shareholders of Embecta on or about December 22, 2023.
Stockholders of record as of the close of business on December 11, 2023, are entitled to notice of and to vote at the 2024 Annual Meeting (or any adjournment or postponement thereof).
By order of the Board of Directors,
graphic

Jeff Mann
Senior Vice President, General Counsel, Head of Business Development and Corporate Secretary
How To Vote
graphic
graphic
graphic
By Mail
Sign, complete and return the proxy card in the postage-paid envelope provided
By Telephone
800-690-6903
Online
www.proxyvote.com
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on February 7, 2024. Embecta’s proxy statement and 2023 Annual Report of Stockholders, which includes Embecta’s consolidated financial statements, are available at investors.embecta.com/financials-filings/annual-reports.
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Proxy statement overview
Proposals to be considered at the 2024 Annual Meeting
Proposal
Board Recommendation
1.
The election as directors of the three nominees named in the attached proxy statement for a two-year term
graphic
FOR each of the nominees for director
2.
The ratification of the selection of the independent registered public accounting firm
graphic
FOR
3.
An advisory vote to approve named executive officer compensation
graphic
FOR
4.
The approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan
graphic
FOR
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Proxy statement overview
Proposal
1
Election of directors
graphic
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.
Our Board of Directors (the “Board”) currently consists of nine members. Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, each currently serving a term expiring at the 2024 Annual Meeting, have each been nominated for election at the 2024 Annual Meeting for a term expiring at Embecta’s 2026 annual stockholder meeting. Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher are each currently serving a term expiring at the 2025 annual stockholder meeting. Mr. David J. Albritton, Ms. Carrie L. Anderson and Mr. Christopher R. Reidy are each currently serving a term expiring at the 2026 annual stockholder meeting.
A more detailed discussion of this proposal and related disclosures can be found beginning on page 1.
Name
Age
Director
Since
Committee Membership
AC
CMDC
CGNC
TQRC
Directors nominated for election at the 2024 Annual Meeting:
Milton M. Morris, Ph.D.graphic
Former President and Chief Executive Officer, Neuspera Medical, Inc.
53
2022
graphic
graphic
Claire Pomeroy, M.D.graphic
President, Albert and Mary Lasker Foundation
68
2022
graphic
graphic
Karen N. Prangegraphic
Industrial Advisor, EQT Group and Former Executive Vice President and Chief Executive Officer, Global Animal Health, Medical and Dental Surgical Group of Henry Schein, Inc.
59
2022
graphic
graphic
Directors whose terms expire at the 2025 annual stockholder meeting:
Robert (Bob) J. Hombachgraphic
Former Executive Vice President, Chief Financial
Officer and Chief Operations Officer, Baxalta Incorporated
57
2022
graphic
graphic
Devdatt (Dev) Kurdikar
President and Chief Executive Officer, Embecta Corp.
55
2022
David F. Melchergraphic
Non-Executive Chairman, Embecta Corp.
69
2022
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Proxy statement overview
Name
Age
Director
Since
Committee Membership
AC
CMDC
CGNC
TQRC
Directors whose terms expire at the 2026 annual stockholder meeting:
David J. Albrittongraphic
Founder and Chief Executive Officer,
Nineteen88 Strategies
57
2022
graphic
graphic
Carrie L. Andersongraphic
Executive Vice President and Chief Financial Officer, Campbell Soup Company
55
2022
graphic
graphic
Christopher R. Reidy
Retired Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Becton, Dickinson and Company (“BD”)
67
2022
graphic
AC - Audit Committee
graphic
Chair of the Board
CMDC - Compensation and Management Development Committee
graphic
Committee Chair
CGNC - Corporate Governance and Nominating Committee
graphic
Member
TQRC - Technology, Quality and Regulatory Committee
graphic
Independent
Board key attributes
Ensuring that the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders is a top priority of the Board and the Corporate Governance and Nominating Committee (the “Governance Committee”). Our Board composition reflects strong Board practices that support regular refreshment based on Board needs and proactive succession planning.
Independence
graphic
7 of 9 director nominees and
continuing members of the
Board are independent
Diverse board representation
graphic
67% of director nominees and continuing members of the Board are ethnically and/or gender diverse1

• 3 directors are women

• 1 director is Asian

• 2 directors are African American
or Black
1
Ethnically diverse means identification as a member of one of the following ethnic groups: African American or Black, Alaska Native or Native American, Asian, Hispanic or Latinx, or Native Hawaiian or Pacific Islander.
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Proxy statement overview
Director diversity matrix (as of December 1, 2023)
Total Number of Directors
 
9
 
Part I: Gender Identity
Female
Male
Directors
3
6
Part II: Demographic Background
African American or Black
-
2
Alaskan Native or Native American
-
-
Asian
-
1
Hispanic or Latinx
-
-
Native Hawaiian or Pacific Islander
-
-
White
3
3
Two or More Races or Ethnicities
-
-
LGBTQ+
-
Did Not Disclose Demographic Background
-
Military Service
2
In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board, including veterans of the U.S. military. We are proud to report that of our nine current directors, two are also military veterans.
Director skills and experience
The Board values having directors who possess a wide variety of relevant skills, professional experience, and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders.
Listed below are certain of the key skills and experience that the Board considers important for our directors to have in light of our current business in order to contribute to the effective leadership and exercise of oversight responsibilities by the Board.
Medical Device / Medical Professional
Experience with and knowledge of our industry and technologies, as well as our end markets or credentialed or licensed as a professional in any of the medical fields, such as a registered nurse, physician or medical technician.
Executive Leadership
Experience in executive-level positions, such as at large multi-national companies, including public company board experience.
Global /
International Business
Experience in a leadership role at an organization with global or international operations.
Financial
and Accounting
Experience with financial matters, such as financial markets, financing operations, or accounting and financial reporting processes.
Operations
and Manufacturing
Experience with and understanding of operations or manufacturing processes.
Strategy
and Innovation
Experience with understanding evolving markets, competitive landscapes, business development and M&A strategy, or internal product development portfolios.
Cybersecurity
Experience managing cybersecurity, information or data security risks or threats, as well as possession of a recognized cybersecurity certification or other skills or expertise related to cybersecurity.
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Proxy statement overview
Risk / Crisis Management
Experience overseeing enterprise risk management or business continuity planning, including at an enterprise level, experience overseeing product safety compliance programs and policies, or experience with crisis management, such as the implementation or development of strategies designed to help an organization manage sudden or significant events.
ESG
Experience working with Environmental, Social and Governance (ESG) matters and incorporating these pillars into a sustainable company strategy.
Institutional
Investor Perspective
Experience working with large financial funds, money managers, investment banks, trusts or private equity investors.
Regulatory / Compliance
Experience with the regulatory and industry regulations and governing laws, such as FDA device regulations, international requirements and appropriate interactions in regulated sales environments.
Connected
Medical Device
Experience working with user engagement, privacy, data security and interconnectivity of hardware and software within the medical device field.
Directors skills composition
graphic
Governance best practices
Embecta’s commitment to good corporate governance is embodied in our Corporate Governance Principles. The Corporate Governance Principles set forth the Board’s views and practices regarding a number of governance topics. The Governance Committee assesses the Corporate Governance Principles on an ongoing basis in light of current practices.
The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found in “Corporate Governance” below.
Corporate Governance Practices
Majority voting standard for election of directors
7 out of 9 directors are independent
Independent Board Chair
Rigorous annual board self-evaluation and director re-nomination process
Proxy access by-laws
Restrictions on corporate political contributions
Director share ownership requirements
Overboarding policy
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Proxy statement overview
Proposal
2
Ratification of selection of independent registered public accounting firm
graphic
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 2.
Ernst & Young LLP (“E&Y”) has been selected by the Audit Committee as the Company’s independent registered public accounting firm (referred to herein as the “independent auditors”) for fiscal year 2024. The Audit Committee is solely responsible for the appointment, compensation, retention, and oversight of Embecta’s independent auditors. Stockholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.
A representative of E&Y is expected to attend the 2024 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.
Proposal
3
Advisory vote to approve
named executive
officer compensation
graphic
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 3.
The Compensation and Management Development Committee’s primary objective in the design of the Embecta compensation program is to fully support the strategic business goals of delivering superior long-term stockholder returns and driving performance to achieve strategic objectives. As such, the program is intended to ensure a high degree of alignment between executive pay and stockholder returns.
CEO target direct compensation mix
graphic
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Proxy statement overview
Our compensation objectives and practices
 
What We Do
What We Don’t Do
Competitive Compensation Program
graphicSignificant portion of target annual compensation is delivered in the form of variable compensation tied to performance.
graphicReinforce and reward behaviors that support our business objectives.
graphicUse of an independent compensation consultant reporting directly to the Compensation Committee.
graphicNo individual employment agreements with our executive officers.
Pay for Performance
graphicAlign executive compensation with the execution of our business strategy and the creation of long-term stockholder value.
graphicWhile we emphasize “at risk” pay tied to performance, our program does not encourage excessive risk-taking by management.
graphicNo guaranteed incentive awards for executive officers.
Strong Compensation Policies
graphicRobust share retention and ownership guidelines.
graphic“Double-trigger” change in control agreements. Our unvested equity compensation awards also have a double-trigger accelerated vesting provision.
graphicNew Clawback policy that provides for recoupment of compensation in connection with restatements of financial results, regardless of individual misconduct, in compliance with Nasdaq Global Select Market’s (“Nasdaq”) new listing rules.
graphicAnnual say-on-pay vote
graphicNo discounting, reloading or repricing of equity awards without stockholder approval.
graphicProhibition on executives pledging Embecta shares or hedging against the economic risk of ownership.
graphicNo excise tax “gross-ups” in our change in control and severance policy.
graphicLimited executive perquisites.
The Compensation Discussion and Analysis beginning on page 34 of this proxy statement describes Embecta’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 52. The Board believes that the information provided in the Compensation Discussion and Analysis and the executive compensation tables demonstrates that our executive compensation programs are appropriately designed, emphasize pay for performance and aligns management and stockholder interests.
This vote is advisory, which means that it is not binding on Embecta, the Board, or the Compensation and Management Development Committee.
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Proxy statement overview
Proposal
4
Approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan
At the 2024 Annual Meeting, stockholders will be asked to approve an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan (the “2022 Plan”). The amendment would: (i) increase the number of shares of Embecta common stock authorized for issuance under the 2022 Plan by 3,189,000 shares, (ii) prohibit the substitution of outstanding underwater stock options or stock appreciation rights (“SARs”) with any other awards, in addition to the already existing prohibition on repricing, and (iii) expressly prohibit the payment of dividend rights and dividend equivalents before the vesting of the awards to which they relate. The 2022 Plan is an important part of Embecta’s compensation program. It provides a vehicle for the Company to issue compensatory equity awards to its employees and members of the Board, which in turn increases retention. The use of equity aligns executive pay with the interests of our stockholders. Therefore, the Board believes the approval of this proposed amendment to the 2022 Plan is essential to the Company’s ability to attract, retain, and motivate highly qualified employees in an extremely competitive environment.
The request of 3,189,000 shares is driven by stock price volatility. If the proposed amendment to the 2022 Plan is not approved, we would be required to significantly increase the cash component of our compensation programs by replacing equity awards with cash awards, which does not best align with stockholders’ interests.
A more detailed discussion of this proposal and related disclosures can be found beginning on page 73.
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Proposal 1: Election of directors
Embecta’s Amended and Restated Certificate of Incorporation (“CoI”) provides that until the 2026 annual stockholder meeting, Embecta’s Board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. Our Board currently consists of nine members, each serving as either Class I, Class II or Class III directors. Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, the Class II directors, have been nominated for election at the 2024 Annual Meeting for a term expiring at the 2026 annual stockholder meeting. Each nominee is currently serving a term expiring at the 2024 Annual Meeting. The Class III directors are Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher, who are each currently serving a term expiring at the 2025 annual stockholder meeting. The Class I directors are Mr. David J. Albritton, Ms. Carrie L. Anderson and Mr. Christopher R. Reidy, who are each currently serving a term expiring at the 2026 annual stockholder meeting.
Each nominee has consented to serve if elected to the Board. If any director nominee becomes unable to accept nomination or election, which is not anticipated, the persons named as proxies will vote for the election of such other person as the Board may recommend. Proxies cannot be voted for a greater number of persons than the number of nominees named above.
Below is the biography of each of the nominees for election as a director of Embecta and of those directors of Embecta continuing in office. Embecta directors have a variety of backgrounds, which reflects the Board’s continuing efforts to achieve a diversity of viewpoints, insights and perspectives on the Board. As more fully discussed below, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, prominence and reputation in their fields, global business perspective and commitment to strong corporate governance and citizenship. They must also have experience and ability that is relevant to the Board’s oversight of Embecta’s business and affairs. Each nominee’s biography includes the particular experience and qualifications that led the Board to conclude that the nominee should serve on the Board.
graphic
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.
Directors - skills and experience
The table below summarizes the key qualifications, skills and attributes of the nominees for director and of those directors of the Company continuing in office that led our Board to conclude that he or she should serve as a director of the Company.
graphic
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Proposal 1: Election of directors
Nominees for director
Milton M. Morris, Ph.D.
Former Chairman and Chief Executive Officer, Neuspera Medical, Inc.
graphic

Age: 53

Director Since: 2022

Independent: Yes

Committees:
• Compensation and
Management
Development
• Technology, Quality
and Regulatory

Other Public
Directorships:
• Myomo, Inc.
• Nordson Corporation
Dr. Morris is a medical device C-Suite Executive and a public/private company independent board member. He most recently led Neuspera Medical, Inc.(“Neuspera”), as Chairman and CEO. Prior to joining Neuspera, Dr. Morris was the Senior Vice President of Research & Development and Emerging Therapies at Cyberonics, Inc. (now LivaNova, PLC). Previously, Dr. Morris held several positions of increasing responsibility at Guidant Corporation (“Guidant”) and its successor, Boston Scientific Corporation (“Boston Scientific”), including Principal Research Scientist, Director, Research & Development and Director, Marketing. Prior to joining Guidant, Dr. Morris worked as a Research Assistant in the Medical Computing Laboratory at the University of Michigan in collaboration with the electrophysiology group at the University of Michigan hospital and the Michigan Heart and Vascular Institute.

Dr. Morris serves on the Board of Trustees for Northwestern University, where he chairs the Northwestern Medicine Committee, and is a Fellow in the American Institute for Medical and Biological Engineering, where he was inducted for contributions to developing and commercializing innovations in bioelectronic medicine.

Education

Dr. Morris holds a Master of Business Administration from Northwestern University’s Kellogg School of Management, a Master’s and Ph.D. in Electrical Engineering from the University of Michigan and a Bachelor of Science in Electrical Engineering from Northwestern University.

Qualifications, Skills and Experience

Dr. Morris brings to the Board his leadership experience in the medical industry, his expertise in developing and successfully launching new medical device products, and his deep knowledge of the medical field. Dr. Morris also has extensive experience in global business, operations and manufacturing, strategy and innovation, risk and crisis management and regulatory and compliance matters, as well as experience with institutional investors.
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Proposal 1: Election of directors
Claire Pomeroy, M.D.
President, The Albert and Mary Lasker Foundation
graphic

Age: 68

Director Since: 2022

Independent: Yes

Committees:
• Corporate Governance
and Nominating
(Chair)
• Technology, Quality
and Regulatory

Other Public
Directorships:
• Haemonetics
Corporation

Former Public
Directorships
(last 5 years):
• Becton, Dickinson
and Company
Dr. Pomeroy has served since 2013 as President of the Albert and Mary Lasker Foundation, a private foundation that seeks to improve health by accelerating support for medical research through recognition of research excellence, public education and advocacy. Prior thereto, she served as Dean and Vice Chancellor of the University of California, Davis School of Medicine. She is an elected member of the National Academy of Medicine.

Dr. Pomeroy also serves on the Board of Directors of the Sierra Health Foundation, Center for Women in Academic Medicine and Science, iBiology/Science Communication Lab, Science Philanthropy Alliance and Morehouse School of Medicine.

Education

Dr. Pomeroy holds a Bachelor’s degree in Biomedical Sciences and Doctor of Medicine (M.D.) from the University of Michigan, as well as a Master of Business Administration from the University of Kentucky.

Qualifications, Skills and Experience

Dr. Pomeroy is an expert in infectious diseases, with broad experience in areas of healthcare delivery, health system administration, higher education, medical research and public health. She brings to the Board important perspectives on patient care services, global health and health policy.
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Proposal 1: Election of directors
Karen N. Prange
Industrial Advisor, EQT Group and Former Executive Vice President and Chief Executive Officer, Global Animal Health, Medical and Dental Surgical Group of Henry Schein, Inc.
graphic

Age: 59

Director Since: 2022

Independent: Yes

Committees:
• Compensation and
Management
Development (Chair)
• Audit

Other Public
Directorships:
• AtriCure, Inc.
• Nevro Corp.

Former Public
Directorships
(last 5 years):
• Cantel Medical
Corporation
• ViewRay, Inc.
Ms. Prange was most recently Executive Vice President and Chief Executive Officer for the Global Animal Health, Medical and Dental Surgical Group at Henry Schein, Inc. (“Henry Schein”) and a member of its Executive Committee from 2016 to 2018. In this role, she led a business that generated over $6 billion of revenue across three different business units, growing the business to above-market levels in all business segments. Prior to her role at Henry Schein, she was Senior Vice President of Boston Scientific and President of its Urology and Pelvic Health business and served as General Manager of the Micrus Endovascular and Codman Neurovascular business at Johnson & Johnson Company. In addition to general management roles, Ms. Prange has extensive experience in commercial and operational roles, including managing innovation pipelines and acquiring and integrating companies. Ms. Prange currently serves on the board of WS Audiology A/S. She has also served as Industrial Advisor to EQT Group, a global investment organization, since March 2020.

Education

Ms. Prange earned her Bachelor of Science in Business Administration with honors from the University of Florida and has completed executive education coursework at UCLA Anderson School of Business and Smith College.

Qualifications, Skills and Experience

Ms. Prange brings to the Board her public company governance experience and leadership experience in the medical industry, as well as extensive global business, strategic and innovation, risk management, ESG and regulatory and compliance experience.
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Proposal 1: Election of directors
Directors whose terms expire at the 2025 annual
stockholder meeting
Robert (Bob) J. Hombach
Former Executive Vice President, Chief Financial Officer and Chief Operations Officer, Baxalta Incorporated
graphic

Age: 57

Director Since: 2022

Independent: Yes

Committees:
• Audit (Chair)
• Compensation and
Management
Development
Committee

Other Public
Directorships:
• BioMarin
Pharmaceutical Inc.

Former Public
Directorships
(last 5 years):
• CarMax, Inc.
• Aptinyx, Inc.
Mr. Hombach served as Executive Vice President, Chief Financial Officer and Chief Operations Officer of Baxalta Incorporated until 2016, a biopharmaceutical company spun out from Baxter International, Inc. (“Baxter”)(NYSE: BAX). He served as Corporate Vice President and Chief Financial Officer of Baxter from July 2010 until the spinoff in 2015. From 2007 to 2011, Mr. Hombach served as Treasurer of Baxter and from 2004 to 2007, he was Vice President of Finance, Europe, Middle East and Africa at Baxter. Prior to that, Mr. Hombach served in a number of finance positions of increasing responsibility in the corporate planning, manufacturing, operations and treasury areas at Baxter.

Education

Mr. Hombach earned a Bachelor of Science in Finance, cum laude, from the University of Colorado, and a Master of Business Administration from Northwestern University’s Kellogg Graduate School of Management.

Qualifications, Skills and Experience

Mr. Hombach brings to the Board his financial expertise and public company governance experience, as well as his experience in the medical device industry and with medical device technology, including connected medical devices, experience with strategic and transactional transitions, global business, operations and manufacturing, cybersecurity, risk and crisis management and experience with institutional investors.
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Proposal 1: Election of directors
Devdatt (Dev) Kurdikar
President and Chief Executive Officer, Embecta Corp.
graphic

Age: 55

Director Since: 2022

Independent: No
Mr. Kurdikar is the President and Chief Executive Officer of Embecta. Previously, Mr. Kurdikar was the Worldwide President of Diabetes Care at BD. Prior to that role, Mr. Kurdikar was the President and CEO of Cardiac Science Corporation (“CSC”), a global leader in the manufacturing and marketing of automated external defibrillators for public access markets. CSC had been acquired by a private equity firm via bankruptcy proceedings, and under Mr. Kurdikar’s leadership, CSC returned to profitable growth and was sold in a successful exit to ZOLL Medical. Prior to that role, Mr. Kurdikar was the Vice President and General Manager, Men’s Health, within Urology and Pelvic Health at Boston Scientific. Mr. Kurdikar was in the same role at American Medical Systems (“AMS”) and led the Men’s Health business through a carve-out and sale to Boston Scientific, where Mr. Kurdikar led the business through its integration into Boston Scientific. Before joining AMS, Mr. Kurdikar served as Vice President, Marketing, at Baxter, where he worked on a global commercial initiative to drive market access, and was previously Vice President, Marketing, for the Infusion Systems business for the U.S. region. In his 11 years with Baxter, Mr. Kurdikar held leadership roles of increasing responsibility in finance, strategy and integration, R&D planning and operations. He began his career as a Senior Research Engineer at The Monsanto Company.

Education

Mr. Kurdikar holds a Bachelor in Chemical Engineering from the University of Bombay (India). He earned a Master of Science in Chemical Engineering from Washington State University (Washington), a Ph.D. in Chemical Engineering from Purdue University (Indiana), and a Master of Business Administration from Washington University (Missouri).

Qualifications, Skills and Experience

Mr. Kurdikar is an experienced healthcare executive who brings to the Board his extensive experience in the medical device industry and with medical device technology, including connected medical devices, experience with global business, operations and manufacturing, strategy and innovation, cybersecurity, risk and crisis management, regulatory and compliance matters, as well as experience with institutional investors.
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Proposal 1: Election of directors
LTG (Ret.) David F. Melcher
Non-Executive Chairman of the Board, Embecta Corp.
graphic

Age: 69

Director Since: 2022

Independent: Yes

Former Public
Directorships
(last 5 years):
• Becton, Dickinson
and Company
• Cubic Corporation
LTG (Ret.) Melcher is the Non-Executive Chairman of Embecta’s Board. He also currently serves as an Independent Director at the United Services Automobile Association and is on the Board of Managers for GM Defense, LLC, a wholly owned subsidiary of The General Motors Company. In December 2017, LTG (Ret.) Melcher retired as President and Chief Executive Officer of Aerospace Industries Association, a trade association representing major aerospace and defense manufacturers and suppliers, a position he had held since 2015. From 2011 to 2015, he served as Chief Executive Officer, President and a director of Exelis Inc. (“Exelis”), a global aerospace defense, information and technology services company. Exelis, which was bought by Harris Corporation in 2015, was formerly a division of ITT Corporation that LTG (Ret.) Melcher led for three years before being spun off as a public company in 2011. LTG (Ret.) Melcher provided over 32 years of distinguished service in the U.S. Army, retiring as a Lieutenant General in 2008. He commanded a battalion and brigade in both light and heavy divisions, as Commander of the US Army Corps of Engineers Southwestern Division, and served as the Army’s Deputy Chief of Staff for Programs.

Education

LTG (Ret.) Melcher holds a Bachelor’s degree concentrating in Civil Engineering from the United States Military Academy at West Point, a Master’s in Public Administration from Shippensburg University, and Masters in Business Administration from Harvard Business School.

Qualifications, Skills and Experience

LTG (Ret.) Melcher brings strong executive experience as a result of his many years in leadership positions in the defense community and as a former Chief Executive Officer of a public company. LTG (Ret.) Melcher offers the perspective of a seasoned executive with extensive experience and expertise in the areas of domestic and international business, program management, strategy development, finance and information technology.
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Proposal 1: Election of directors
Directors whose terms expire at the 2026 annual
stockholder meeting
David J. Albritton
Founder and Chief Executive Officer, Nineteen88 Strategies
graphic

Age: 57

Director Since: 2022

Independent: Yes

Committees:
• Corporate Governance
and Nominating
• Technology, Quality
and Regulatory
Mr. Albritton is the founder and Chief Executive Officer of Nineteen88 Strategies, an executive coaching and consulting firm. Prior to that, Mr. Albritton served most recently as Vice President, Communications, Worldwide Public Sector and Vertical Industries, at Amazon Web Services, and previously spent five years at GM, most recently as President for GM Defense. Mr. Albritton began at GM following the sale of Exelis Inc. (“Exelis”) to Harris Corporation in 2015. He was Exelis’ Vice President and Chief Communications Officer, a role he assumed upon its spinoff from ITT Corporation in 2011. He joined Exelis, then ITT Defense & Information Solutions, in November 2008 as the Vice President of Communications. Prior to that, he was Director of Media Relations in the Global Business Development and Government Relations office for Raytheon Company and has also held senior communications positions with United Way of America, Hewlett-Packard Company/Compaq Computer Corporation and Sears, Roebuck and Co.

Early in his career, Mr. Albritton spent ten years as an officer in the U.S. Navy and served in the Pentagon as an official Navy Spokesman on the Navy News Desk and as the Flag Lieutenant/Aide for the U.S. Navy’s Chief of Information. He also served aboard USS Portland (LSD 37) during Operations Desert Shield and Desert Storm.

Education

Mr. Albritton holds a Bachelor of Science in General Engineering from the U.S. Naval Academy in Annapolis, MD, as well as a Master of Science in Management from the Naval Postgraduate School in Monterey, CA. He has also completed executive education courses at Harvard University, Stanford University and the Wharton School of Business of University of Pennsylvania. He received his International Coaching Federation (ICF)-certified executive coach training through Georgetown University’s Institute for Transformational Leadership.

Qualifications, Skills and Experience

Mr. Albritton brings to the Board his extensive experience in executive leadership, global business, strategy and innovation, cybersecurity and crisis management, as well as his communications expertise.
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Proposal 1: Election of directors
Carrie L. Anderson
Executive Vice President and Chief Financial Officer, Campbell Soup Company
graphic

Age: 55

Director Since: 2022

Independent: Yes

Committees:
• Audit
• Corporate Governance
and Nominating
Ms. Anderson is the Executive Vice President and Chief Financial Officer for Campbell Soup Company (NYSE: CPB) (“Campbell’s”). Prior to joining Campbell’s in 2023, Ms. Anderson served as Executive Vice President and Chief Financial Officer for Integra LifeSciences Holdings Corporation (NASDAQ: IART) (“Integra”). Prior to joining Integra in June 2019, she was Vice President and Controller of Dover Corporation (“Dover”). Previously, she was Chief Financial Officer of Dover’s Engineered Systems and initially joined Dover in October 2011 as Chief Financial Officer of Dover Printing and Identification. Prior to Dover, Ms. Anderson spent six years as Vice President and Chief Financial Officer of Delphi Product & Service Solutions, a division of Delphi Corporation. While at Delphi, she also held finance leadership positions at three other global operating divisions of Delphi. Ms. Anderson started her career with The General Motors Company.

Education

Ms. Anderson holds a Bachelor of Science in chemical engineering from Purdue University and earned her Master of Business Administration from Ball State University.

Qualifications, Skills and Experience

Ms. Anderson brings to the Board her financial expertise, life sciences experience and experience working with large, diversified global manufacturing companies, as well as her extensive experience in executive leadership, strategy and innovation, risk and crisis management, ESG and experience with institutional investors.
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Proposal 1: Election of directors
Christopher R. Reidy
Retired Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Becton, Dickinson and Company
graphic

Age: 67

Director Since: 2022

Independent: No

Committees:
• Technology, Quality
and Regulatory (Chair)

Other Public
Directorships:
• Encompass Health
Corporation
Mr. Reidy retired from BD in 2022, where he served as Executive Vice President, Chief Administrative Officer. He served as Executive Vice President, Chief Financial Officer of BD from July 2013 to September 2021. Prior to BD, Mr. Reidy served at ADP Corporation as Corporate Vice President and Chief Financial Officer for six years. Prior to ADP, Mr. Reidy served as Chief Financial Officer at NBA Properties, Inc., Vice President, Controller, Chief Accounting Officer and held division-level Chief Financial Officer roles at AT&T Corporation and was an audit partner at Deloitte & Touche LLP. Mr. Reidy currently serves on the Board of Directors of Encompass Health Corporation and is the Chair of its Audit Committee and a member of its Finance Committee. He also sits on the Board of Directors of the Atlantic Health System and is a member of its Executive Committee and Chair of the Finance Committee.

Education

Mr. Reidy, a certified public accountant, earned a Bachelor’s degree in Accounting from St. Francis College and a Master of Business Administration from Harvard Business School.

Qualifications, Skills and Experience

Mr. Reidy brings to the Board his financial expertise and leadership experience in the medical device industry, as well as extensive experience with medical device technology, global business, operations and manufacturing, strategy and innovation, risk and crisis management, ESG and institutional investors.
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Proposal 1: Election of directors
Board refreshment and diversity
The Board regularly assesses its composition to ensure it has the right mix of skills and experiences in light of Embecta’s strategy and the current and future needs of the Board. The Governance Committee undertakes a robust review before recommending the renomination of any sitting director, including a director’s effectiveness during the past year and the needs of the Board going forward in the context of Embecta’s strategy. Our Corporate Governance Principles state that Board members should not expect that, once elected, they will necessarily be renominated to the Board.
The Board also believes that having members with a diverse mix of viewpoints, insights and perspectives is critical to board effectiveness, and seeks to have the Board composed of directors that collectively possess a wide range of relevant business and financial expertise, industry knowledge, management experience and prominence in areas of importance to Embecta. The Board believes that gender, minority and LGBTQ+ representation is an important element in achieving the broad range of perspectives that the Board seeks among its members and is also important for promoting the culture of inclusion and diversity at Embecta. To that end, it is the policy of the Board that diverse candidates be included in any candidate pool from which new directors are selected.
Director nomination process
Role of the Governance Committee
1
Review of the
Composition of
the Board
The Governance Committee reviews potential director candidates and recommends nominees for director to the full Board for its consideration based on the Governance Committee’s assessment of the overall composition of the Board.
2
Consideration of
Referrals from
Various Sources
It is the Governance Committee’s policy to consider referrals of prospective director nominees from other Board members and management, as well as stockholders and other external sources, such as retained executive search firms. The Governance Committee seeks to identify a diverse range of qualified candidates and utilizes the same criteria for evaluating candidates, irrespective of their source.
3
Consideration of
Director
Qualifications
When considering potential director candidates, the Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of Embecta’s other directors, provide a blend of skills and experience that will further enhance the Board’s effectiveness. The Governance Committee believes that any nominee for director that it recommends must meet the following minimum qualifications:
 Candidates should be persons of high integrity who possess independence, forthrightness, inquisitiveness, good judgment and strong analytical skills.
 Candidates should demonstrate a commitment to devote the time required for Board duties, including, but not limited to, attendance at meetings.
 Candidates should be team-oriented and committed to the interests of all stockholders as opposed to those of any particular constituency.
4
Assessment
and Nomination
of Candidates
The Governance Committee assesses the characteristics and performance of incumbent director nominees against the above criteria as well, and, to the extent applicable, considers the impact of any change in the principal occupations of such directors during the last year. Upon completion of its assessment, the Governance Committee reports its recommendations for nominations to the full Board.
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Proposal 1: Election of directors
Our CoI provides that until the 2026 annual stockholder meeting, Embecta’s Board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. Our Board currently consists of nine members, each serving as either Class I, Class II or Class III directors. The Class I directors are Mr. David J. Albritton, Ms. Carrie L. Anderson and Mr. Christopher R. Reidy, who are each currently serving a term expiring at the 2026 annual stockholder meeting. The Class II directors are Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, each of whom is currently serving a term expiring at the 2024 Annual Meeting and has been nominated for a term expiring at the 2026 annual stockholder meeting at the 2024 Annual Meeting. The Class III directors are Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher, who are each currently serving a term expiring at the 2025 annual stockholder meeting.
Commencing with the 2026 annual stockholder meeting, directors will be elected annually and for a term of office to expire at the next annual stockholder meeting, and the Board will thereafter no longer be divided into classes. Before the Board is declassified, it would take at least two annual stockholder meetings to be held for any individual or group to gain control of the Board.
Stockholder recommendations
To recommend a director nominee candidate for consideration by the Governance Committee, a stockholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Corporate Secretary, Embecta Corp., 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054.
Proxy access nominations
Embecta has a “proxy access” by-law, which permits eligible stockholders to nominate director candidates for inclusion in Embecta’s proxy statement and proxy card. Our proxy access by-law provides that a stockholder (or a group of up to 20 stockholders) owning 3% or more of Embecta’s outstanding common stock for at least three years can nominate up to two individuals or 20% of the Board, whichever is greater, for election at an annual meeting of stockholders, subject to the relevant requirements in our Amended and Restated By-Laws (“By-Laws”).
Director retirement policy; term limits
It is Embecta’s policy that directors must retire from the Board effective at the conclusion of the annual meeting of stockholders following their 75th birthday. Under special circumstances, the Board may approve exceptions to this policy. The Board believes, however, that any exceptions should be rare. Prior to a director’s 72nd birthday, the Governance Committee will begin discussions with the director regarding the director’s tenure and skills, the director’s anticipated future contributions to the Board, and the Board’s composition and needs going forward to determine whether the director’s continued service until the mandatory retirement age of 75 is appropriate.
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Proposal 1: Election of directors
Corporate governance
The Board and committees of the Board
Embecta is governed by the Board. The Board has established four operating committees (the “Committees”) that meet regularly: the Audit Committee; the Compensation and Management Development Committee (the “Compensation Committee”); the Corporate Governance and Nominating Committee (the “Governance Committee”); and the Technology, Quality and Regulatory Committee (the “TQR Committee”).
Governance Materials
The following materials related to corporate governance at Embecta are available at investors.embecta.com/corporate-governance/documents-charters.

 Corporate Governance Principles
 Charters of the Audit, Compensation, Governance and TQR Committees

Printed copies of these documents, Embecta’s 2023 Annual Report of Stockholders, and Embecta’s reports to, and statements filed with or furnished to, the Securities and Exchange Commission (“SEC”) may be obtained, without charge, by contacting the Corporate Secretary, Embecta Corp., 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054; telephone 201-847-6880 or 862-401-0000.
Committee membership and function
Set forth below are the members of each Committee, a summary description of each Committee’s areas of oversight and the number of meetings held by each committee during fiscal year 2023.
Audit Committee
Members

Bob J. Hombach (Chair)
Karen N. Prange
Carrie L. Anderson

Meetings in 2023

4
Principal Responsibilities:

 Retains and reviews the qualifications, independence and performance of Embecta’s independent auditors.
 Reviews Embecta’s public financial disclosures and financial statements, and its accounting principles, policies and practices; the scope and results of the annual audit by the independent auditors; Embecta’s internal audit process; and the effectiveness of Embecta’s internal controls over financial reporting and disclosure controls and procedures.
 Reviews Embecta’s guidelines and policies relating to enterprise risk assessment and management, including financial risk and cybersecurity and data privacy risk exposures.
 Oversees Embecta’s ethics and enterprise compliance programs.
 Reviews financial strategies regarding currency, interest rate exposure and use of derivatives, and reviews Embecta’s insurance program.
The Board has determined that each member of the Audit Committee meets Nasdaq’s independence and financial literacy requirements for audit committee members. The Board also has determined that each of Mr. Hombach, Ms. Prange and Ms. Anderson qualifies as an “audit committee financial expert” under the rules of the SEC.
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Proposal 1: Election of directors
Compensation and Management Development Committee
Members

Karen N. Prange (Chair)
Bob J. Hombach
Dr. Milton M. Morris

Meetings in 2023:

6
Principal Responsibilities:

 Reviews Embecta’s compensation and benefits practices and policies, recommends the compensation of Embecta’s CEO to the independent members of the Board and approves the compensation of Embecta’s other executive officers.
 Approves all employment, severance and change in control arrangements applicable to our executive officers.
 Serves as the granting and administrative committee for Embecta’s equity compensation plans.
 Oversees Embecta’s policies and strategies relating to senior management succession, pay equity, inclusion and diversity and human capital management in general.
 Reviews initiatives designed to accelerate development and readiness of current and future senior management.
 Oversees certain other Embecta benefit plans.
The Board has determined that each member of the Compensation Committee meets Nasdaq’s independence requirements for compensation committee members. Each member also qualifies as a “non-employee director” under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Process for determining executive compensation
The Compensation Committee oversees the compensation program for the executive officers named in the Summary Compensation Table on page 52 and for Embecta’s other executive officers. The Compensation Committee recommends compensation actions regarding the CEO to the other independent directors of the Board for approval and has the authority to take compensation actions with respect to Embecta’s other executive officers, as discussed below. The Compensation Committee may not delegate these responsibilities to another Committee or members of management.
Role of management
The Compensation Committee’s meetings are typically attended by Embecta’s CEO, its Chief Human Resources Officer and other Embecta employees who support the Compensation Committee in fulfilling its responsibilities. The Compensation Committee considers management’s views on compensation matters, including the performance metrics and targets for Embecta’s performance-based compensation. Management also provides information (which is reviewed by our Internal Audit department and the Audit Committee) to assist the Compensation Committee in determining the extent to which performance targets have been achieved. This includes any recommended adjustments to Embecta’s operating results when assessing Embecta’s performance in connection with performance-based incentives. The CEO and Chief Human Resources Officer work with the Compensation Committee chair in establishing meeting agendas.
Role of the independent consultant
The Compensation Committee is assisted in fulfilling its responsibilities by its independent consultant, Korn Ferry. Korn Ferry is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee evaluated Korn Ferry’s independence under the procedures set forth in the Nasdaq listing requirements and has not identified any conflict of interest on the part of Korn Ferry or any factor that would otherwise impair the independence of Korn Ferry relating to the services performed by Korn Ferry for the Compensation Committee. Since the separation from BD (the “Separation”) and during fiscal year 2023, no other consultant was used by the Compensation Committee with respect to compensation of Embecta’s executive officers.
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Commencing in fiscal year 2022, the Compensation Committee engaged Korn Ferry to advise management and the Compensation Committee with respect to the Company’s compensation programs, and to undertake various related studies and projects. During fiscal year 2023, the Compensation Committee evaluated Korn Ferry’s independence pursuant to SEC and NASDAQ requirements and determined that no conflicts of interest arose from the work to be performed by Korn Ferry.
In its role as the Compensation Committee’s independent consultant, Korn Ferry:
reviewed materials prepared for the Compensation Committee by management,
provided market comparison data and other materials requested by the Compensation Committee,
assisted the Compensation Committee in the design and implementation of Embecta’s compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets,
assisted the Compensation Committee in conducting a risk assessment of Embecta’s compensation program (in particular, our performance-based programs),
made recommendations regarding the compensation of Embecta’s CEO,
reviewed and advised on compensation disclosures and proxy stockholder considerations,
identified and recommended to the Compensation Committee a compensation benchmarking peer group,
conducted an annual review of the compensation practices of select peer companies, and advised the Compensation Committee with respect to the competitiveness of Embecta’s compensation program in comparison to industry practices, and identified any trends in executive compensation, and
attended Compensation Committee meetings.
Setting compensation
On an annual basis, the independent directors conduct a review of the CEO’s performance. The independent directors then meet in executive session to set the compensation of the CEO after considering the results of its review, market comparison data and the recommendations of the Compensation Committee. The CEO does not play a role in determining or recommending CEO compensation, and is not present during voting or deliberations on his compensation.
The Compensation Committee is responsible for determining the compensation of Embecta’s other executive officers. The CEO reviews the performance of the other executive officers with the Compensation Committee and makes compensation recommendations for its consideration. The Compensation Committee determines the compensation for these executives, in consultation with Korn Ferry, after considering the CEO’s recommendations, executive performance and market comparison data regarding compensation levels for comparable positions at peer companies.
The Board has delegated responsibility for formulating recommendations regarding non-employee director compensation to the Governance Committee, as discussed in “Non-management director compensation” below.
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Proposal 1: Election of directors
Corporate Governance and Nominating Committee
Members

Dr. Claire Pomeroy (Chair)
Carrie L. Anderson
David J. Albritton

Meetings in 2023:

4
Principal Responsibilities:

 Identifies and recommends candidates for election to the Board.
 Reviews and recommends for appointment certain corporate officers.
 Reviews and recommends the composition, structure and function of the Board and its Committees, as well as the compensation of non-employee directors.
 Monitors Embecta’s corporate governance and Board practices and oversees the Board’s self-evaluation process.
 Oversees Embecta’s process and practices relating to the management and oversight of environmental, sustainability, health and safety, inclusion and diversity, political activities, corporate responsibility and other public policy or social matters relevant to Embecta (“ESG matters”).
The Board has determined that each member of the Governance Committee meets Nasdaq’s independence requirements.
Technology, Quality and Regulatory Committee
Members

Christopher R. Reidy (Chair)
Dr. Claire Pomeroy
David J. Albritton
Dr. Milton M. Morris

Meetings in 2023:

4
Principal Responsibilities:

 Oversees the quality and competitiveness of Embecta’s product portfolio, including new product development and innovation, research and development activities, quality systems and regulatory compliance matters.
 Reviews with management Embecta’s key innovation activities, new product development and commercialization programs, including:
 Progress against program objectives;
 Organizational integration and capabilities; and
 Potentially disruptive trends in technology, medical practice and the external environment.
 Reviews and evaluates the combined capabilities of Embecta’s quality assurance, regulatory affairs and clinical and medical affairs functions and technological aspects of new and existing products and services as they relate to quality, safety, and cybersecurity.
Compensation Committee Interlocks and Insider Participation
Ms. Prange, Mr. Hombach and Dr. Morris served as members of the Compensation Committee during the year ended September 30, 2023. None of the members of the Compensation Committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or on a compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
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Proposal 1: Election of directors
Board leadership structure
The Board seeks to achieve the best board leadership structure for the effective oversight and management of Embecta’s affairs. The Board believes there is no single, generally accepted approach to providing effective board leadership, and that each leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the Board believes is the right board leadership structure for Embecta may vary over time as circumstances warrant.
The Board does not have a policy on whether the roles of the Chairman of the Board and the Chief Executive Officer should be separate or combined, or, if they are to be separate, whether the Chairman of the Board should be selected from the independent directors. The Board believes it is important to retain the flexibility to allocate the responsibilities of the offices of the Chairman of the Board and the Chief Executive Officer in such a manner as the Board considers to be in the best interests of Embecta at the time, considering the individuals involved and the specific circumstances facing Embecta.
The Corporate Governance Principles provide for the appointment by the independent directors of a Lead Director from among the Board’s independent directors whenever the Board Chair is not independent. The Lead Director role would allow the non-employee directors to provide effective, independent Board leadership and oversight of management, including risk oversight. Under the Corporate Governance Principles, the Lead Director will (i) serve as liaison between the Board Chair and the independent directors; (ii) approve information sent to the Board; (iii) approve meeting agendas for the Board; (iv) approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; (v) have the authority to call meetings of the independent directors; and (vi) if requested by major stockholders, ensure that he or she is available for consultation and direct communication. Our current Chairman of the Board, LTG (Ret.) David F. Melcher, is independent under the Nasdaq rules and our director independence guidelines contained in the Corporate Governance Principles.
Director independence
Under the Nasdaq rules and our Corporate Governance Principles, a director is not independent if the director has a direct or indirect material relationship with Embecta (other than his or her relationship as a director and equity ownership positions in Embecta) or a relationship with Embecta or its management that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Governance Committee reviews and makes recommendations to the Board for action regarding the independence of directors. The Board affirmatively determines each director’s independence on an annual basis (including for purposes of membership on the Audit, Compensation, and Governance Committees) based on applicable requirements of the SEC, Nasdaq and the Corporate Governance Principles. To assist in this review, the Board has adopted independence guidelines contained in the Corporate Governance Principles. Former and current relationships of a director with BD are also analyzed to determine the independence of directors and may result in the conclusion that a current or former relationship with BD is disqualifying for independence purposes. The determination of whether a director’s relationship with Embecta would interfere with the exercise of independent judgment in carrying out the responsibilities of a director will be made by the independent directors, excluding the director with the relationship.
The Board has determined that seven of our directors serving on the Board, LTG (Ret.) David F. Melcher, Mr. David J. Albritton, Ms. Carrie L. Anderson, Mr. Robert (Bob) J. Hombach, Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, are independent under the Nasdaq rules and our independence guidelines. Mr. Devdatt (Dev) Kurdikar, an employee of Embecta, and Mr. Christopher R. Reidy, who was employed by BD until his retirement in 2022, are not independent.
In determining the independence of our directors other than Messrs. Kurdikar and Reidy, the Board reviewed any transactions or other dealings by Embecta with organizations with which a director has a relationship, such as service as an employee of an organization or as a member of its governing or
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Proposal 1: Election of directors
advisory board. Based on its review, the Board determined that there were no such transactions or dealings in fiscal year 2023 that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director occurred in fiscal year 2023.
Related person transactions
Throughout fiscal year 2023, Embecta did not engage in any transactions with related persons (as defined under applicable SEC rules) meeting the requirements for disclosure in this proxy statement. Each year, our directors, director nominees and executive officers complete a questionnaire designed to elicit information about potential related person transactions. The Governance Committee is responsible for the review and approval or ratification of transactions, arrangements or relationships in which Embecta is a participant and in which related persons have, or will have, a direct or indirect material interest pursuant to the Corporate Governance Principles. The Governance Committee will approve only those transactions that it determines in its business judgment are fair and reasonable to Embecta and in (or not inconsistent with) the best interests of Embecta and its stockholders and that do not impact a director’s independence, in accordance with Embecta’s Related Person Transactions Policy.
Executive sessions of independent directors
The independent directors meet in executive session as a matter of course at each regular meeting of the Board. Mr. Reidy generally will participate in such meetings, but at least once per year there is an executive session consisting only of independent directors.
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Proposal 1: Election of directors
Board’s oversight of risk
Role of the board and committees
BOARD
The full Board reviews the risks associated with Embecta’s strategic plan and discusses the appropriate levels of risk in light of Embecta’s business objectives. This is done through an annual strategy review process, and from time to time throughout the year as part of the Board’s ongoing review of corporate strategy. The full Board also regularly oversees other areas of potential risk, including Embecta’s capital structure, significant acquisitions and divestitures, and succession planning for Embecta’s CEO and other members of senior management.
COMMITTEES
The Committees are responsible for monitoring and reporting to the full Board on risks associated with their respective areas of oversight. In connection with its oversight responsibilities, each Committee often meets with the members of management who are primarily responsible for the management of risk in their respective areas, including, among others, Embecta’s Chief Financial Officer (“CFO”), Chief Human Resources Officer, General Counsel, Chief Technology Officer, Internal Audit and compliance officers.
Audit Committee
Corporate Governance and Nominating Committee
 Oversees Embecta’s enterprise risk management (“ERM”) activities.
 Oversees Embecta’s accounting and financial reporting processes and the integrity of Embecta’s financial statements, cybersecurity and data privacy risk exposure, Embecta’s ethics and compliance program (including the Ethics Helpline) and its insurance coverages.
 Oversees risks relating to Embecta’s corporate governance practices, including director independence, related person transactions and conflicts of interest, and crisis management, as well as the process and practices relating to the management and oversight of ESG matters.
Compensation and Management
Development Committee
Technology, Quality and Regulatory
Committee
 Oversees risks associated with Embecta’s compensation practices and programs and human capital management.
 Oversees risks associated with product development, safety and innovation, research and development activities, quality systems, and regulatory compliance matters.
MANAGEMENT
Embecta’s management engages in an ERM process to identify, assess, manage and mitigate a broad range of risks across Embecta’s businesses, regions and functions, and to ensure alignment of our risk assessment and mitigation efforts with Embecta’s corporate strategy. Senior management reviews the results of its ERM activities with the Audit Committee at least once a year, including the process used within the organization to identify risks, management’s assessment of the significant categories of risk faced by Embecta (including any changes in such assessment since the last review), and management’s plans to mitigate potential exposures. The significant risks identified through Embecta’s ERM activities and the related mitigation plans are also reviewed with the full Board at least once a year. In addition, certain risks (such as cybersecurity) are frequently reviewed in depth with both the Audit Committee and/or the full Board.
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Proposal 1: Election of directors
Specific risk oversight
Compensation programs
With respect to our compensation policies and practices, Embecta’s management and the Compensation Committee, with Korn Ferry’s assistance, have reviewed our policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on Embecta. In connection with this risk assessment, management reviewed the design of Embecta’s compensation programs (in particular, our performance-based compensation programs) and related policies, potential risks that could be created by the programs, and features of our programs that help mitigate risk. Among the factors considered were the mix of cash and equity compensation, and of fixed and variable compensation, paid to our employees; the balance between short- and long-term objectives in our incentive compensation; the performance targets, mix of performance metrics, vesting periods, threshold performance requirements and funding formulas related to our incentive compensation; the degree to which programs are formulaic or provide discretion to determine payout amounts; caps on payouts; our clawback and share retention and ownership policies; and our general governance structure. Based on this review, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Embecta.
Cybersecurity
Embecta utilizes the operational security functions of BD’s cybersecurity organization, as part of the ongoing transition services agreement between the companies, while designing and implementing the Company’s own cybersecurity program.
Embecta’s information security function is part of the Company’s Information Technology & Shared Services organization and is responsible for developing and deploying a global strategy across the Company’s enterprise information technology (IT), manufacturing systems and product offerings. As we build up our independent IT infrastructure, we will align to industry-leading cybersecurity frameworks, including those from the International Organization for Standardization (ISO) and the National Institute of Standards and Technology (NIST), to incorporate cybersecurity into our enterprise systems, manufacturing processes and products. We will continue to evaluate organization risk priorities based on our goals and objectives, which may differ from the risk priorities defined by BD.
The Board provides oversight of Embecta’s cybersecurity program, including the protection and resilience of our IT, manufacturing, and products. The Audit Committee regularly reviews cyber risks as part of its oversight of Embecta’s ERM process generally, through in-depth reviews with management. Management engages independent third parties to assess our cybersecurity controls and conducts training and simulations with management and the Board.
Product quality and patient safety
The TQR Committee provides oversight of matters relating to regulatory compliance and the quality and safety of Embecta’s products and services. The TQR Committee receives in-depth updates from Embecta’s management on the overall quality strategy and the systems in place to monitor the quality and safety of Embecta’s products and services, the quality internal audit program and the results of product quality and quality system assessments by Embecta and external regulators (and Embecta’s response to such assessments), and the processes and procedures relating to compliance with relevant laws and regulations. Management provides updates to the TQR Committee on significant risks and developments in the global regulatory environment and significant product quality, safety or regulatory registration or compliance issues. The TQR Committee also reviews product quality, safety or regulatory registration or compliance risks identified in connection with acquisitions and the related integration plans for such businesses. The full Board receives periodic updates on product quality and safety risks for the users of our products.
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Proposal 1: Election of directors
ESG
At the Board level, the Governance Committee oversees the processes and practices relating to management and oversight of ESG matters, as described in the Governance Committee's charter. Relevant Board Committees provide input throughout the year, and the full Board receives updates on ESG strategy and its progress.
At the management level, Embecta has an Enterprise Risk and ESG Committee (“ERC”) that provides oversight of Embecta’s ERM program and its progress towards priority ESG matters. The ERC consists of a cross-functional group of management, including members of the ESG Working Group, a group of leaders from across Embecta tasked with shaping and driving the ESG strategy, and works with various internal operating committees that are executing on Embecta’s ESG strategy in order to monitor and ensure accountability towards Embecta’s ESG goals, some of which are incorporated into its compensation metrics. The ERC is also responsible for reporting to the Board and the Committees and overseeing external and internal reporting on ESG matters.
As part of the Separation, Embecta started to develop its standalone multi-year strategy to advance ESG initiatives. The focus in fiscal year 2023 was primarily evaluation and assessment, recognizing that Embecta’s risks and impacts are different from those of BD. This evaluation phase commenced with a Sustainability Materiality Assessment (completed in September 2022) and an internal review of the United Nations Sustainable Development Goals (UNSDGs) and their relevance to Embecta. Separately, the governance structures for managing ESG topics and updates were documented via the Enterprise Risk Committee charter and our inaugural ESG Strategy Report published in fiscal year 2023.
Diversity, Equity and Inclusion
Embecta engages a workforce that reflects the communities it operates in. Our workforce possesses a broad range of thoughts and experiences, starting with a diverse leadership team and Board. Our commitment to diversity, equity, and inclusion is embedded in our values. We believe that diversity of our teams makes us better at identifying opportunities and solving problems. We are committed to creating and sustaining an environment where everyone brings their authentic selves to work, to help us fulfill our mission of making life better for people with diabetes.
Pay equity
Embecta is committed to compensating its employees fairly and equitably. We take a proactive approach to pay equity and continually monitor our compensation program and policies to ensure fair outcomes. Where necessary and appropriate, we take action and make pay adjustments to address any inconsistencies.
We believe that pay equity is critical to our success in supporting a global, diverse, and inclusive workforce.
Note about website and ESG reports
The reports mentioned above, or any other information from the Embecta website, are not part of, or incorporated by reference into this proxy statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.
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Proposal 1: Election of directors
Code of conduct
Embecta maintains a Code of Conduct that is applicable to all directors, officers and associates of Embecta, including our CEO, CFO, principal accounting officer and other senior financial officers. It sets forth Embecta’s policies and expectations on several topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of Embecta’s assets, and business ethics. The Code of Conduct also sets forth procedures for addressing any potential conflict of interest (or the appearance of a conflict of interest) involving directors or executive officers, and for the confidential communication and handling of issues regarding accounting, internal control and auditing matters. Every Embecta associate is required to complete annual training on the Code of Conduct.
Embecta also maintains Ethics Helpline telephone numbers and an online reporting tool for Embecta associates as means of raising concerns or seeking advice. The Ethics Helpline is available to associates in the U.S., China and Ireland and the online reporting tool is available to associates worldwide. Associates using the Ethics Helpline and online reporting tool may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with the investigation of an inquiry. All Ethics Helpline inquiries are forwarded to Embecta’s ethics and compliance department for investigation. The Audit Committee is informed of any reported matters, whether through the Ethics Helpline or otherwise, that could potentially be significant to Embecta, including accounting, internal control or auditing matters, or any fraud involving management or persons who have a significant role in Embecta’s internal controls.
Waivers of any provision of the Code of Conduct are rare and may be granted only by the ethics office, in consultation with the General Counsel. Waivers for executive officers or directors may only be granted by the Board. In addition, certain amendments to the Code of Conduct, as well as any waivers from certain provisions of the Code of Conduct given to Embecta’s CEO, CFO or principal accounting officer, will be posted at the website address set forth below. To the extent required by the rules of the SEC or the Nasdaq, Embecta intends to satisfy the disclosure requirements regarding any amendment or waiver of our Code of Conduct by posting such information on our website.
The Code of Conduct is available on Embecta’s website at investors.embecta.com/corporate-governance/documents-charters. Printed copies of the Code of Conduct may be obtained, without charge, by contacting the Corporate Secretary, Embecta Corp., 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054; telephone 201-847-6880 or 862-401-0000.
Enterprise ethics and compliance
Under the oversight of the Audit Committee, Embecta’s global ethics and compliance function seeks to ensure that Embecta has a comprehensive compliance program that is designed to prevent and detect wrongdoing and continuously encourages lawful and ethical conduct. Embecta’s General Counsel, along with the Senior Director of Ethics, Compliance and Privacy, lead the global ethics and compliance function and oversee these activities to ensure effective operation and enforcement of Embecta’s ethics and compliance program. The ethics and compliance program is integrated into our global business operations. We evaluate the effectiveness of our program and adapt it periodically to ensure it is appropriately tailored to address the risks inherent in our global business.
In addition to our Code of Conduct, Embecta has a set of global policies and standards, including our Global Standards for Interactions with Healthcare Professionals, Healthcare Organizations, and Government Officials, which are designed to ensure associates have clear guidance on how to do what is right in the context of their work for Embecta. Embecta associates must comply with these Global Standards, the Embecta Code of Conduct, Embecta policies and procedures, applicable laws and regulations, and relevant industry codes (including AdvaMed, APACMed, MedTech Europe, Mecomed, and ABIMED).
Embecta associates receive information and training about the Code of Conduct, Global Standards and other policies in several ways, including periodic communications and trainings. Associates can access detailed information on our expectations through our intranet.
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Proposal 1: Election of directors
Except as prohibited by applicable law, Embecta associates are obligated to report any suspected violations of laws, industry codes, the Embecta Code of Conduct or Embecta policies in accordance with Embecta’s Code of Conduct, under which all associates, vendors and other third parties working on behalf of Embecta are encouraged to ask questions, raise concerns or seek guidance in a number of ways (such as using an online reporting tool or by calling the Ethics Helpline). Embecta takes all reports of violations of laws, Embecta policies, and ethical standards seriously and will promptly, fairly, and thoroughly investigate all such reports. Embecta does not tolerate any form of retaliation against any person who in good faith reports an actual or suspected violation.
Board practices, policies and processes
Governance best practices
Embecta’s commitment to good corporate governance is embodied in our Corporate Governance Principles. The Corporate Governance Principles set forth the Board’s views and practices regarding a number of governance topics, and the Governance Committee assesses the Corporate Governance Principles on an ongoing basis in light of current practices.
The following is a summary of our significant corporate governance practices.
Corporate Governance Practices
Majority voting standard for election of directors
7 out of 9 directors are independent
Independent Board Chair
Rigorous annual board self-evaluation and director re-nomination process
Proxy access by-laws
Restrictions on corporate political contributions
Director share ownership requirements
Overboarding policy
Board, Committee and annual meeting attendance
The Board met six times in fiscal year 2023. During fiscal year 2023, all directors attended at least 75% of the total number of meetings of the Board and the Committees on which she or he served. The Board has adopted a policy pursuant to which directors are expected to attend our annual stockholders’ meetings in the absence of a scheduling conflict or other valid reason. All of our directors attended the 2023 annual stockholder meeting, with eight directors attending in person and one director participating remotely via telephonic means.
Board self-evaluation
The Board believes a rigorous self-evaluation process is important to the ongoing effectiveness of the Board. To that end, the Board has committed to conduct an annual self-evaluation of its performance that allows directors to provide individual feedback on the Board’s composition, culture, committee structure, relationship with management, meeting agendas, oversight of strategy and risk, and other Board-related topics. The results of the self-evaluation are presented by the Chair of the Governance Committee to the full Board. As part of the evaluation, the Board assesses the progress in the areas targeted for improvement from the prior evaluation and develops actions to be taken to enhance the Board’s effectiveness over the next year. Each Committee conducts an annual self-evaluation of its performance through a similar process.
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Proposal 1: Election of directors
The Board believes it is important to periodically obtain an outside perspective on the Board’s overall 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.
Director continuing education and new director orientation
To enhance and expand the Board’s knowledge of the healthcare industry and topics relevant to its oversight responsibilities, we provide our directors with continuing education presentations developed by both internal and external expert speakers. Additionally, we encourage our directors to participate in external continuing director education programs and pursue director certifications, including cybersecurity certification through the National Association of Corporate Directors.
Other significant governance practices
Described below are some of the other significant corporate governance practices at Embecta.
Classified Board until the 2026 annual stockholder meeting
As described in “Director nomination process” above, our CoI provides that until the 2026 annual stockholder meeting, Embecta’s Board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors.
Commencing with the 2026 annual stockholder meeting, directors will be elected annually and for a term of office to expire at the next annual stockholder meeting, and Embecta’s Board will thereafter no longer be divided into classes. Before Embecta’s Board is declassified, it would take at least two annual stockholder meetings to be held for any individual or group to gain control of Embecta’s Board.
Majority voting standard for election of directors
Under our By-Laws, in uncontested elections (that is, where the number of nominees does not exceed the number of directors to be elected), nominees for director must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board. Any incumbent director who receives a greater number of votes “against” the director’s election than votes “for” is required to offer to submit his or her resignation to the Board following the stockholder vote. The Governance Committee will consider and recommend to the Board whether to accept the resignation offer. The Board will act on such recommendation and publicly disclose its decision within 90 days following the stockholder vote. This process allows the Board the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to dissatisfaction with a director’s overall performance or is the result of stockholder views on a particular issue. In the event of a contested election, a plurality voting standard will apply.
Political contributions
The Company prohibits the use of corporate funds and assets to support U.S. federal or state candidates, political parties, ballot measures or referendum campaigns. Exceptions to this policy require approval by the CEO, General Counsel and a designated member of the Governance Committee. To date, no exceptions have been sought or approved.
In all cases, Embecta policy prohibits directors and employees from using company resources to promote their personal political views, causes or candidates, and specifies that the Company will not directly or indirectly reimburse any personal political contributions or expenses.
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Proposal 1: Election of directors
Charitable contributions approval
In furtherance of Embecta’s commitment to good governance and transparent disclosure practices, Embecta charitable contributions or pledges in an aggregate amount of $50,000 or more in any fiscal year (excluding contributions under Embecta’s Matching Gift Program) to entities with which Embecta’s directors and executive officers, or their families, are affiliated must be approved by the Governance Committee. The Governance Committee is provided on an annual basis with a report from management of the charitable contributions or pledges made by Embecta during the preceding fiscal year in an amount of $10,000 or more to entities with which Embecta’s directors and executive officers, or their families, are affiliated.
Communication with directors
Our relationship with our stockholders and their views about Embecta are important to us, and the Board recognizes the value of director engagement with Embecta’s stockholders. Stockholders or other interested parties wishing to communicate with the Board, Chairman of the Board, the independent directors as a group or any individual director (including complaints or concerns regarding accounting, internal accounting controls or audit matters) may do so:
by mail, addressed to Corporate Secretary, Embecta Corp., 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054;
by calling the Embecta Ethics Helpline toll-free at 1-833-600-1032 from within the U.S.;
via the online reporting tool at embecta.ethicspoint.com; or
by email to ethics-embecta@bd.com.
The Ethics Helpline and online reporting tool are both serviced by an independent third party. All communications will be kept confidential and promptly forwarded to the Chairman of the Board, who will, in turn, forward them promptly to the appropriate director(s). Such items that are unrelated to a director’s duties and responsibilities as a Board member may be excluded by our corporate security department, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is determined to be illegal or otherwise inappropriate.
Non-management director compensation
The Board believes that providing competitive compensation is necessary to attract and retain qualified non-management directors.
The key elements of Embecta’s non-management director compensation program are a cash retainer, equity compensation and Lead Director/Committee chair fees. Of the base compensation paid to non-management directors (cash retainer and equity), approximately 75% is equity-based compensation, with slight variations for committee chairs and the non-executive chair. See “Equity ownership by directors” as noted below. Management directors do not receive compensation for their service as director.
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Proposal 1: Election of directors
The Governance Committee reviews the compensation of Embecta’s non-management directors and makes recommendations to the Board. The Governance Committee may not delegate these responsibilities to another Committee or members of management. For fiscal year 2023, and in connection with the Separation and listing as an independent public company in 2022, the Governance Committee retained Korn Ferry as an independent consultant to assist in making these recommendations. Korn Ferry’s responsibilities include providing market comparison data on director compensation at peer companies, tracking trends in director compensation practices, and advising the Governance Committee regarding the components and levels of director compensation. The Governance Committee has not identified any conflict of interest on the part of Korn Ferry or any other factor that would impair Korn Ferry’s independence. Embecta management does not play any role in either recommending or determining non-management director compensation.
Cash retainer
Each non-management director currently receives an annual cash retainer of $70,000 for services as a director, which is paid in arrears quarterly, unless deferred at the election of the director in accordance with the terms of the Directors’ Deferral Plan, described below. Directors do not receive meeting attendance fees.
Annual equity award
Each non-management director elected at an annual stockholders’ meeting is granted restricted stock units with a value of $200,000 on the date of the grant. On February 9, 2023, each non-management director received a grant of 6,979 restricted stock units. The restricted stock units vest and are settled in shares of Embecta common stock at the following annual stockholders’ meeting.
Non-executive Chair/Committee chair fees
In addition to the annual fees and annual equity award described above, Embecta’s non-executive Chairman receives an annual fee of $60,000, paid in cash in arrears, and an additional annual restricted stock unit grant valued at $60,000, which will vest and be settled in shares of Embecta common stock at the following annual stockholders meeting. During fiscal 2023, LTG (Ret.) Melcher received an additional grant of 1,954 restricted stock units, representing the value of an award of BD restricted stock units that were payable to him in connection with the Separation but granted on December 6, 2022. The chair of each Committee receives an annual fee of $16,000. Each annual fee is paid at year-end in arrears in line with our annual meeting schedule.
Equity ownership by directors
The Board believes that directors should hold meaningful equity ownership positions in Embecta to further align the interests of the non-management directors with our stockholders. To that end, a significant portion of non-management director compensation is in the form of equity awards and the Board has adopted share ownership guidelines. Under the Board’s share ownership guidelines, each non-management director is required to own shares of Embecta common stock (which includes restricted stock units) valued at five times the annual cash retainer and must comply with the guidelines within five years of joining the Board. All our non-management directors are on track to meet their ownership target.
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Proposal 1: Election of directors
Directors’ Deferral Plan
Directors are eligible to participate in the 2022 Directors’ Deferral Plan (the “Directors’ Deferral Plan”). The Directors’ Deferral Plan allows non-management directors to defer receipt, in an unfunded cash account, of all or part of their annual retainer and other cash fees. The Directors’ Deferral Plan is not qualified, and participants have an unsecured contractual commitment of Embecta to pay the amounts due under the Directors’ Deferral Plan.
Other arrangements
Embecta provides non-management directors with an annual fixed stipend of $2,000 to cover travel and other business expenses incurred in the performance of their services for Embecta. Directors are reimbursed for attending director education courses and are eligible to participate in Embecta’s Matching Gift Program, pursuant to which Embecta matches charitable contributions made to qualifying nonprofit organizations, subject to the aggregate limit per participant of $5,000 per calendar year.
The following table sets forth the compensation earned or received by Embecta’s non-management directors during fiscal year 2023.
Name
Fees earned
or paid in
cash
($)(1)
Stock
awards
($)(2)
All other
compensation
($)(3)
Total
($)
David F. Melcher
130,000
322,971
7,000
459,971
David J. Albritton
70,000
200,018
2,250
272,268
Carrie L. Anderson
70,000
200,018
2,000
272,018
Christopher R. Reidy
86,000
200,018
2,000
288,018
Robert (Bob) J. Hombach
86,000
200,018
2,000
288,018
Milton M. Morris
70,000
200,018
7,000
277,018
Claire Pomeroy
86,000
200,018
7,000
293,018
Karen N. Prange
86,000
200,018
2,000
288,018
(1)
Reflects cash retainer and Committee chair fees, and for LTG (Ret.) Melcher, the non-executive Chair fee. All cash retainer and/or fees paid to Mr. Reidy were deferred pursuant to the Directors’ Deferral Plan, which is described in “Non-management director compensation—Directors’ Deferral Plan” above.
(2)
Amounts reflect the grant date fair value under FASB ASC Topic 718 of restricted stock units awarded to non-management directors in February 2023. LTG (Ret.) Melcher award includes the additional restricted stock units granted to him in connection with the Separation, as described in “Non-management director compensation—Annual equity award” above. 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.
(3)
Amounts shown represent the aggregate amounts of the matching gifts under Embecta’s Matching Gift Program for LTG (Ret.) Melcher, Mr. Albritton, Dr. Morris and Ms. Pomeroy in fiscal year 2023, and the quarterly payments paid to the directors with respect to the annual fixed stipend for travel for all directors.
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Proposal 2: Ratification of selection
of independent registered public accounting firm
E&Y has been selected by the Audit Committee as Embecta’s independent auditors for fiscal year 2024. The Audit Committee is solely responsible for the appointment, compensation, retention and oversight of Embecta’s independent auditors. Stockholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.
A representative of E&Y is expected to attend the 2024 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.
E&Y began serving as our independent auditors in fiscal year 2022. Listed below are the fees billed to Embecta by E&Y for services rendered during fiscal years 2023 and 2022. Prior to the Separation, BD paid any audit or tax fees related to Embecta’s business. As a result, the amounts reported for FY 2022 are not necessarily representative of the fees we expect to pay E&Y in future years. All E&Y services for fiscal years 2023 and 2022 were approved in advance by our Audit Committee (or prior to the Separation, by BD’s audit committee).
 
FY 2023
FY 2022
 
Audit Fees
$4,255,000
$2,994,000
“Audit Fees” include fees associated with the annual audit of Embecta’s consolidated financial statements, the audit of Embecta's internal control over financial reporting and statutory audits required internationally. “Audit Fees” also include reviews of Embecta’s quarterly reports on Form 10-Q and registration statements filed with the SEC.
Audit Related Fees
$287,000
“Audit Related Fees” include fees associated with the annual audit of Embecta’s 401(k) Plan and pre-implementation work associated with Embecta's information technology systems.
Tax Fees
$4,0000
$21,000
“Tax Fees” includes tax compliance, assistance with tax audits, tax advice and tax planning.
Total
$4,582,000
$3,015,000
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Proposal 2: Ratification of selection of independent registered public accounting firm
Pre-approval of audit and non-audit services
The Audit Committee is responsible for appointing Embecta’s independent auditors and approving the terms of the independent auditors’ services. The Audit Committee has established a policy for the pre-approval of all audit and permissible non-audit services to be provided by the independent auditors, as described below. All the services listed in the previous table were approved pursuant to this policy.
Audit Services. Under the policy, the Audit Committee will appoint Embecta’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 may, from time to time, delegate its authority to pre-approve non-audit services to one or more Audit Committee members, provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee meeting. All other non-audit services are required to be pre-approved by the entire Audit Committee.
The Audit Committee believes that the provision of the non-audit services described above by E&Y is consistent with maintaining the independence of E&Y. The Audit Committee periodically considers the rotation of the independent auditors. The Audit Committee believes that the continued retention of E&Y to serve as Embecta’s independent auditors is in the best interests of Embecta and its stockholders.
graphic
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 2.
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Proposal 2: Ratification of selection of independent registered public accounting firm
Report of the audit committee
The Audit Committee reviews Embecta’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of Embecta’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee monitors these processes.
In this context, the Audit Committee met and held discussions with management and the independent auditors. Management represented to the Audit Committee that Embecta’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from Embecta and its management, and the independent auditors provided to the Audit Committee the written disclosures and the letter pursuant to the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee discussed with Embecta’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Embecta’s internal controls, and the overall quality of Embecta’s financial reporting. Management has also reviewed with the Audit Committee its report on the effectiveness of Embecta’s internal control over financial reporting. The Audit Committee also received the report from the independent auditors on Embecta’s internal control over financial reporting.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in Embecta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, for filing with the SEC.
AUDIT COMMITTEE
Robert (Bob) J. Hombach (Chair)
Karen N. Prange
Carrie L. Anderson
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Proposal 3: Advisory vote to approve named executive officer compensation
The Compensation Discussion and Analysis beginning on page 34 of this proxy statement describes Embecta’s executive compensation program and the compensation decisions made with respect to our CEO and the other named executive officers reflected in the Summary Compensation Table on page 52. Pursuant to Section 14A of the Exchange Act, the Board is asking stockholders to cast a non-binding advisory vote on the following resolution:
“RESOLVED, that the stockholders of Embecta approve the compensation of the Embecta executive officers named in the Summary Compensation Table, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).”
As we describe in the Compensation Discussion and Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports Embecta’s business strategy and aligns the interests of our executives with those of our stockholders. At the same time, we believe our program does not encourage excessive risk-taking by management. We believe that the compensation actions discussed in the Compensation Discussion and Analysis appropriately reflected the performance of our named executive officers and Embecta during the year.
For these reasons, the Board is asking stockholders to support this Proposal. While the advisory vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will take into account the outcome of the vote when considering our compensation program and future compensation decisions for our executive officers.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.
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Proposal 3: Advisory vote to approve named executive officer compensation
Management
Senior leadership
The following table sets forth information regarding the individuals who are currently serving on the senior leadership team of Embecta. One member of Embecta’s senior leadership team, Devdatt (Dev) Kurdikar, also holds a position as a member of Embecta’s Board.
Name
Position
Devdatt (Dev) Kurdikar*
President and Chief Executive Officer
Jacob (Jake) Elguicze*
Senior Vice President and Chief Financial Officer
Ginny Blocki
Senior Vice President, Product Management and Global Marketing
Tom Blount
Senior Vice President and President, North America
Brian Capone*
Vice President, Chief Accounting Officer and Corporate Controller
Shaun Curtis*
Senior Vice President, Global Manufacturing and Supply Chain
Jean Casner*
Senior Vice President and Chief Human Resources Officer
Jeff Mann*
Senior Vice President, General Counsel, Head of Business Development, and Corporate Secretary
Slobodan Radumilo
Senior Vice President and President, International
Colleen Riley
Senior Vice President and Chief Technology Officer
*
This senior leadership member has been designated as an “executive officer” under Item 401 of Regulation S-K (17 CFR § 229.401).
Biography for Devdatt (Dev) Kurdikar is provided above in “Directors whose terms expire at the 2025 annual stockholder meeting.”
Jacob (Jake) Elguicze, 50, served as Senior Vice President, Finance of Diabetes Care at BD until the Separation. Previously, Jake was the Treasurer and Vice President of Investor Relations of Teleflex Incorporated (NYSE: TFX), a global provider of medical technologies designed to improve the health and quality of people’s lives. Before assuming the role of Treasurer and Vice President of Investor Relations, Jake was the Vice President of Financial Planning and Analysis at Teleflex. Prior to that role, Jake worked at Motorola, Inc. in a variety of corporate finance roles of increasing responsibility, including most recently the Director of Finance for one of Motorola’s strategic business units. Before joining Motorola, Jake served as an auditor for Pricewaterhouse Coopers, LLP. Jake holds a Bachelor of Science in Accounting from the University of Scranton and a Master of Business Administration from Saint Joseph’s University.
Ginny Blocki served as Senior Vice President, Product Management and Global Marketing of Diabetes Care at BD prior to the Separation, a position she had held since October 2021. Prior to that, she was head of U.S. medication delivery marketing for Baxter International Inc. (NYSE: BAX) until 2021, and before that held leadership roles with Assertio Therapeutics, Inc. (Nasdaq: ASRT) until 2020, Abbott Laboratories (NYSE: ABT) until 2018, and prior to that at Baxalta (which was later acquired by Shire PLC ADR (Nasdaq: SHPC)). She has a Bachelor of Science degree in finance from Indiana University and completed the Executive Scholar Program in General Management at Kellogg School of Management, Northwestern University.
Tom Blount, 50, joined BD in 2016 and served as Vice President and General Manager, U.S. Diabetes Care, from May 2020 until the Separation. Previously, he spent 16 years in roles of increasing leadership responsibility at Sanofi S.A. (Nasdaq: SNY) following five years on active duty in the U.S. Army. He holds a Bachelor of Science degree in German/French from the United States Military Academy at West Point and a Master of Science in International Relations from Troy University – European Campus.
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Proposal 3: Advisory vote to approve named executive officer compensation
Brian Capone, 49, served as Vice President, Corporate Controller and Chief Accounting Officer of Diabetes Care at BD prior to the Separation. Mr. Capone previously served as Senior Vice President, Corporate Controller and Chief Accounting Officer at Cantel Medical Corporation (“Cantel”), a global medical products company focused on infection prevention products, until its acquisition by Steris PLC (NYSE: STE). Mr. Capone was appointed to this position in October 2018, having previously served as Senior Vice President, Chief Accounting Officer and Vice President, Corporate Controller at Cantel since April 2017. Prior to joining Cantel, Mr. Capone served as the Assistant Corporate Controller for Stryker Corporation from October 2014 to April 2017, and Director, External Financial Reporting and Technical Accounting for Quest Diagnostics Incorporated from March 2012 to October 2014. Prior to those roles, Mr. Capone served in various financial reporting and accounting roles at Genzyme Corporation, CVS Health Corporation and C.R. Bard. Mr. Capone holds a Bachelor of Science degree in Business Administration with a concentration in Professional Accounting from Montclair State University and is a Certified Public Accountant in the State of New York.
Shaun Curtis, 54, served as the Worldwide Vice President of Operations for Diabetes Care at BD, from 2018 until the Separation. Previously, Shaun was the Manufacturing Director at BD Plymouth, UK (part of the Integrated Diagnostic Solutions Business) since 2012. Prior to joining BD, Shaun was the Engineering Manager at Cooper Standard Automotive, Plymouth, UK. Before his role at Cooper Standard Automotive, Shaun worked at Pall Filtration, UK. Shaun started his career at Rio Tinto Zinc as an underground maintenance engineer. Shaun holds a Master of Business Administration from Northampton University, UK. He earned an Honors Degree in Mechanical Engineering from Plymouth University. He also achieved a Higher National Diploma in Mechanical Engineering at Swindon College.
Jean Casner, 65, serves as Senior Vice President and Chief Human Resources Officer, and has over 30 years of global human resources strategy, design and operations experience across a range of industries. Most recently, she served as Senior Vice President and Chief Human Resources Officer for Renalytix, PLC, an emerging in-vitro diagnostic medical device company, where she was responsible for building the HR function in preparation for rapid growth following FDA approval of its groundbreaking diagnostic test, KidneyIntelX.dkd. Prior to Renalytix, Jean served as Senior Vice President & Chief Human Resources Officer of Cantel Medical Corp., a global medical products company focused on infection prevention products. There, she was responsible for the global human capital strategy, encompassing talent development, talent acquisition, succession planning, total rewards, benefits, diversity, equity and inclusion and HR operations. Previously, Jean also held executive HR leadership positions in the areas of HR Operations, executive compensation, total rewards, global mobility, HRIS, HRIT and talent acquisition, at the National Basketball Association (NBA), Merck & Co., The Dial Corporation (now Henkel), Johnson & Johnson, and ORC (now Mercer). Jean holds a Bachelor of Arts degree in English from the University of Virginia.
Jeff Mann, 51, served as the Senior Vice President, General Counsel and Head of Corporate Development of Diabetes Care at BD until the Separation. Most recently, Jeff served as General Counsel and Corporate Secretary of Cantel Medical Corp (Cantel). Prior to Cantel, Jeff spent 14 years with Boston Scientific Corporation in roles including M&A, venture capital investments, SEC and corporate governance, patent strategy, litigation, and business unit support for the Med Surg group. Jeff also served on the Board of Directors of Preventice Solutions and as Chair of its Compensation Committee. Jeff holds a Bachelor of Science in Civil and Environmental Engineering from Lafayette College in Easton, PA, and a J.D. from Boston College Law School, magna cum laude.
Slobodan Radumilo, 53, was Vice President and General Manager of Diabetes Care for BD in the EMEA region, from 2016 until the Separation. Previously, he held roles of increasing responsibility at Medtronic plc (NYSE: MDT) from 1997 to 2016, most recently as vice president of neuromodulation for Europe and Canada, regional vice president for Central and Eastern Europe and Central Asia, and regional vice president for Central and Eastern Europe, Greece and Israel. He holds a Bachelor of Science degree in electrical engineering, a Master of Science degree in biomedical engineering and a Diploma in Management from the University of Zagreb in Croatia, as well as a Diploma in Leadership from the Glasgow Caledonian University.
Colleen Riley, 59, was Senior Vice President, Chief Technology Officer of Diabetes Care at BD from October 2021 until the Separation. Prior to that, she was the senior vice president of innovation and development for Terumo Blood and Cell Technologies since 2019 and previously served in a leadership role at Stryker Orthopedics (NYSE: SYK) from 2014 to 2019. Previously, she served in leadership rules at Novartis International AG (NYSE: NVS), Nexis Vision Inc. and Johnson & Johnson (NYSE: JNJ). She holds a Bachelor of Arts in chemistry, a Master of Science in physiological optics and a Doctor of Optometry degree from Indiana University.
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Introduction
This section provides an overview of our executive compensation philosophy and executive compensation programs, the compensation actions taken with respect to our named executive officers, or our “NEOs,” in 2023, as well as the principles and processes the Compensation Committee has established in determining NEO compensation.
The named executive officers for 2023 are listed below.
Devdatt (Dev) Kurdikar, President, Chief Executive Officer and Director
Jacob (Jake) Elguicze, Senior Vice President and Chief Financial Officer
Shaun Curtis, Senior Vice President, Global Manufacturing and Supply Chain
Jeff Mann, Senior Vice President, General Counsel, Head of Business Development and Corporate Secretary
Brian Capone, Vice President, Corporate Controller and Chief Accounting Officer
Ajay Kumar, Former Senior Vice President and Chief Human Resources Officer*
*
Mr. Kumar separated from the Company, effective July 16, 2023.
All references in this section to years are references to our fiscal year, which ends on September 30, unless otherwise noted.
Executive summary
On April 1, 2022, we consummated the Separation from BD and launched as an independent publicly traded company. For the first six months of fiscal year 2022, our NEOs served in various roles for BD, and executive compensation decisions were determined by BD management, in accordance with BD’s executive compensation governance policies. Upon the effectiveness of the Separation, our NEO compensation was adjusted pursuant to the NEO’s employment agreements to account for the Separation and their new roles as executive officers of Embecta. BD outstanding equity awards were converted into Embecta equity awards as approved by the BD Board of Directors. Following the Separation, our Compensation Committee undertook a review of executive compensation practices and, with the assistance of its independent compensation consultant, approved adjustments to our executive compensation program to further align with the market median, as described in more detail below. In fiscal year 2023, our NEOs did not receive any compensation from BD or participate in BD compensation programs and all decisions with respect to the compensation of our NEOs were made by the Compensation Committee (or the Board, in the case of our CEO).
In preparation for the Separation, we identified compensation as a key vehicle for attracting, retaining and motivating top talent. In designing our post-Separation compensation programs, we carefully reviewed the programs in which our executive officers and other employees participated at BD to determine applicability to Embecta and made changes to ensure those programs addressed the needs of our business and the unique situations we face as a standalone company. We chose to adopt some features of the BD programs and refined others based on our strategy, scale of operations, and workforce.
For 2023, our compensation philosophy is designed to align the interests of our executive officers with those of our stockholders by providing pay that is directly linked to the achievement of performance goals established to foster the creation of sustainable long-term stockholder value. The use of variable, at-risk compensation as a key element of executive pay connects pay outcomes with company performance. Embecta believes in executive compensation that is competitive with our peers, has meaningful performance components and has equity-based elements to encourage
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executives to maintain an appropriate ownership interest in the Company. Our performance-based compensation programs result in a majority of the compensation of our CEO being linked to the achievement of short-term and long-term Company goals and to the building of stockholder value.
Our compensation philosophy, objectives and practices
As we operate in a highly competitive and rapidly evolving market as an independent publicly listed global company with a complex geographic footprint and our business matures, we monitor our executive compensation philosophy, program and approach to setting compensation to ensure alignment with our long-term strategy and the unique characteristics of Embecta. The Embecta executive compensation program has three primary objectives: to attract and retain talent; to drive performance to achieve strategic objectives; and to create long-term value for our stockholders. In connection with the Separation and in line with these objectives, the Compensation Committee has adopted an executive compensation philosophy that reflects where Embecta is in its life cycle as a newly public company. It includes the following guiding principles we believe are critical to our success.
Pay for performance
We link pay and performance with 50% or more of total compensation opportunity delivered through variable, at-risk incentives with a clear connection to increasing stockholder long-term value through achievement of predetermined company performance goals.
Accountability
The compensation program incorporates a short-term incentive plan that holds management accountable for the achievement of financial metrics and strategic objectives and a long-term incentive framework that is heavily weighted on performance and which will evolve over the first few years following the Separation to represent a more significant portion of the total incentive opportunity.
Competitive positioning
Pay opportunity is generally targeted around the median of the compensation at peer companies, with flexibility to determine individual compensation based on an executive’s scope, experience, criticality of role, performance and internal equity. Our executives have deep expertise that is highly valued by the market and important to our success, and their retention is a key priority.
Stockholder alignment
We establish and maintain a well-governed program that creates long-term value for our stockholders by rewarding our executives when stockholder value is created while also mitigating excessive risk-taking and behavior that is inconsistent with our strategic plans and Embecta’s mission, vision and values.
In administering the program, the Compensation Committee seeks to provide transparency to Embecta executives and employees and to our stockholders on all aspects of Embecta’s compensation structure. This includes disclosure of performance targets and payout formulas and of the Compensation Committee’s use of discretion in determining award payouts. As a newly independent and public company, Embecta will continue to assess its compensation program to ensure appropriate alignment with its business strategy and stockholders’ expectations.
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How we set executive compensation
The role of the Compensation Committee, its consultant
and management
The Compensation Committee oversees the compensation program for our executive officers, including the program design and performance targets. The Compensation Committee recommends compensation actions regarding the CEO for approval by the independent members of the Board and sets the compensation of the other named executive officers. The Compensation Committee is assisted in fulfilling its responsibilities by its independent compensation consultant, Korn Ferry, and Embecta’s senior management, but final decisions are made by the Compensation Committee or the Board, as applicable, in its sole discretion. The Compensation Committee has utilized Korn Ferry as its independent executive compensation consultant since 2022. In its role as the Compensation Committee’s executive compensation consultant during fiscal 2023, Korn Ferry (among other things):
assisted the Compensation Committee in the design and implementation of our executive compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets;
made recommendations regarding the compensation of our CEO and other named executives and the compensation of our directors;
conducted an annual review of the composition of the peer group;
advised the Compensation Committee with respect to the competitiveness of our executive and director compensation programs;
attended Compensation Committee meetings; and
responded to various ad hoc requests from the Compensation Committee.
Additional information about our process for setting executive compensation, including the roles of Korn Ferry and management, is found beginning on page 14.
The Compensation Committee has implemented a process to approve fees for any non-compensation related consulting advice in advance, to ensure that Korn Ferry remains independent. The aggregate fees billed by Korn Ferry for consulting services rendered to the Compensation Committee during fiscal year 2023 related to the recommendation of the amount or form of executive and director compensation were approximately $99,750. The total amount of fees paid by the Company to Korn Ferry in fiscal year 2023 for all other services, excluding Compensation Committee services, was approximately $339,029. The decision to hire Korn Ferry for these other services (which included executive search, organizational strategy consulting, leadership development and assessments) was made by the Company’s management and approved by the Compensation Committee.
Use of market comparison data
For 2023, the Compensation Committee approved a peer group framework and methodology based on a set of principles and criteria. With the assistance of its independent compensation consultant, it established a compensation benchmarking peer group, which is composed of a robust set of companies in the healthcare sector with comparable business characteristics, models and size for the purposes of reviewing compensation. In selecting companies for the peer group, the Compensation Committee considered companies that met one or more of the following peer group selection criteria established by the Compensation Committee, based on the recommendations of its independent compensation consultant:
domestic, publicly traded company;
similar size in terms of revenue and similar cost characteristics;
member of the healthcare industry, with a focus on healthcare equipment and supplies, healthcare providers and services, healthcare technology, biotechnology, pharmaceuticals and life sciences tools and services; and
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similar lines of business and characteristics: chronic condition management, international distribution, business complexity and clinical manufacturing.
Based on the above selection criteria and considering the recommendations of its independent compensation consultant, the Compensation Committee approved the following peer companies:
Compensation Peer Group
Abiomed, Inc.*
Avanos Medical, Inc,
Bio-Rad Laboratories, Inc.
CONMED Corporation
DexCom, Inc.
Haemonetics Corporation
ICU Medical, Inc.
Insulet Corporation
Integer Holdings Corporation
Integra LifeSciences Holding Corporation
Nevro Corp.
NuVasive, Inc.
Orthofix Medical Inc.
ResMed Inc.
Tandem Diabetes Care, Inc.
Teleflex Incorporated
The Cooper Companies, Inc.
Waters Corporation
West Pharmaceutical Services, Inc.
*
Abiomed, Inc. was removed from the peer group in May 2023 due to its acquisition by another company.
The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Embecta performance and peer compensation levels. Other factors that may influence the amount of compensation awarded may include an executive’s scope, experience, criticality of role, performance and internal equity. In addition to the proxy market data from the peer group developed, the Compensation Committee also reviewed survey data from the compensation peer group along with custom cuts of industry data from the Willis Towers Watson Pharmaceutical and Health Sciences Executive Survey Report, the Radford Global Compensation Database and the Equilar TrueView Survey.
Our compensation objectives and practices
Our goal is to provide an executive compensation program that best serves the long-term interests of our stockholders. We believe that attracting and retaining superior talent and rewarding performance is key to delivering long-term stockholder returns, and that a competitive compensation program is critical to that end. Therefore, we strive to provide a competitive compensation package to our executives that ties a significant portion of pay to performance and uses components that align the interests of our executives with those of Embecta’s stockholders. The following is a summary of important aspects of our executive compensation program.
Balanced mix of pay components and incentives. We target a balanced mix of cash and equity compensation, and of annual and long-term incentives. The key elements of our program are salary, annual cash incentives under the annual bonus plan and long-term equity compensation.
Significant performance-based compensation tied to business strategy. We emphasize pay-for-performance to align executive compensation with the execution of our business strategy and the creation of long-term stockholder value. We use performance metrics that are aligned with and support Embecta’s business strategy.
Meaningful performance-based compensation to mitigate excessive risk-taking. While we emphasize “at risk” pay tied to performance, we believe our program does not encourage excessive risk-taking by management.
Share retention guidelines and policy against pledging/hedging. Our executives are subject to robust share retention and ownership guidelines and are prohibited from pledging or short selling Embecta shares or hedging against the economic risk of their ownership.
Limited perquisites. We do not offer special perquisites that are not available to other officers of Embecta or other personal benefits to our NEOs.
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Clawback policies. We have a compensation recovery policy that gives the Board the authority to recover incentive compensation paid to senior management in the event of a restatement of our financial statements resulting from that person’s misconduct, and to recover equity compensation awarded to a member of management if such executive breaches certain restrictive covenants. In compliance with Nasdaq’s new rules, we have also adopted a new compensation recovery policy that gives the Board the authority to recover incentive compensation paid to current or former senior management in the event of a restatement of our financial statement, regardless of individual misconduct.
Change in control arrangements. We have “double-trigger” change in control agreements with our named executive officers to provide continuity of management in the event of an actual or potential change in control. Our change in control agreements do not contain any excise tax “gross-up” provisions.
Use of independent compensation consultant. The Compensation Committee uses an independent compensation consultant to assist it in designing our compensation program and making compensation decisions.
Our risk analysis of performance-based compensation
While a significant portion of our executive compensation is performance-based, we do not believe that our program encourages excessive or unnecessary risk-taking. A certain amount of risk-taking is a necessary part of operating and growing a business, but the Compensation Committee focuses on aligning Embecta’s compensation practices with Embecta’s long-term strategy and attempts to avoid short-term rewards for management decisions that could pose long-term risks to Embecta. This includes:
Limits on Bonus Plan awards. We do not overweight short-term incentives as a proportion of total pay. Bonus Plan awards are also capped at 200% of an executive’s target award to protect against disproportionately large short-term incentives, and the Compensation Committee has the discretion to determine and adjust award amounts based on any factors it deems appropriate, including whether management has taken unnecessary or excessive risk.
Use of long-term equity compensation. The largest portion of the compensation paid to our NEOs is long-term equity compensation that generally vests over a period of three years, which encourages our executives to focus on sustaining Embecta’s long-term performance.
Balanced set of performance metrics. We use a set of multiple performance metrics, without over-weighting any single metric. These performance-based compensation metrics align with the execution of our business strategy.
Share retention and ownership guidelines. Our share retention and ownership guidelines ensure that our executives have a significant amount of their personal assets tied to the long-term success of Embecta, and we have a policy prohibiting the pledging or short selling of Embecta shares or hedging against the economic risk of their ownership.
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Elements of our 2023 executive compensation program
The key elements of the 2023 executive compensation program are summarized below.
graphic
While the programs and pay levels reflect differences in job responsibilities, the structure of the compensation program is applied consistently to our NEOs, including the CEO. We review each element of total compensation, both individually and on a combined basis, for each NEO and make adjustments as appropriate based on these comparisons.
The following is a more detailed discussion of the components of Embecta’s executive compensation program.
Base salary
Base salary is the fixed component of the compensation paid to each of our executive officers, and is determined based on the executive’s scope, experience, criticality of role, competitive marketplace practices, performance and internal equity.
As part of Embecta’s strategy to continue to grow and operate as a stand-alone public company following the Separation, the Compensation Committee, in consultation with its independent compensation consultant, reviewed the base salary levels against the compensation Peer Group
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information to assess whether compensation was within acceptable market ranges. Based on its review, the Compensation Committee determined that base salary for certain of the NEOs should be increased, effective December 2022 or January 2023. The following table sets forth the base salary adjustments for our NEOs in 2023:
Named Executive Officer
Starting Base Salary on
October 1, 2022
Final Base Salary on
September 30, 2023**
Dev Kurdikar
$825,000
$875,000
Jake Elguicze
$515,000
$533,000
Shaun Curtis*
$443,604
$464,728
Jeff Mann
$515,000
$533,000
Brian Capone
$385,000
$397,243
Ajay Kumar
$450,000
$450,000
*
Mr. Curtis’s salary is paid in Euros. For purposes of this table, Mr. Curtis’s base salary was converted from Euros to USD based on an exchange rate of 1.06 as of September 29, 2023.
**
Salary increases for all executives were effective December 18, 2022, except for Mr. Curtis whose salary increase was effective January 1, 2023.
Annual and long-term incentives
We have two primary types of incentives that reward our executives for performance. The incentives are designed to tie compensation to performance and to align our executives’ interests with those of Embecta’s stockholders. Our annual incentives allow us to reward executives with annual cash bonuses for performance against pre-established objectives based on work performed during the applicable year. Our long-term incentives are based on Embecta stock, and the value realized by our executives will increase as the value of Embecta stock increases. We believe the current mix of base salary, annual incentives, and long-term incentives is appropriately set to provide market-competitive compensation when Company performance warrants. The mix is more heavily weighted toward incentive compensation at higher executive levels within the Company. The interplay between the annual incentives and the long-term incentives provides a balance to motivate executives to achieve our business goals and objectives and to properly reward executives for the achievement of such goals and objectives.
The following describes the variable compensation program that our NEOs were eligible to participate in during fiscal year 2023.
Annual short-term incentive awards
Performance Period and Metrics for Performance-based Compensation in 2023
During 2023, our NEOs were eligible to participate in the Embecta Annual Performance Bonus Plan, renamed the Embecta Annual Incentive Plan during 2023 (the “Bonus Plan”). The Bonus Plan provides our executives an opportunity to receive an annual cash award based on Embecta’s performance for the 2023 fiscal year and their contribution to that performance, as part of our pay-for-performance philosophy. The Compensation Committee approved these performance measures and associated targets:
75% Financial Metrics (40% Constant Currency Revenue $, 35% Adjusted EBITDA $)
25% Strategic Objectives
This weighting is based on the Compensation Committee’s belief that these are the key measures of success during the year. The strategic objectives are designed to achieve key milestones towards the completion of the Separation and our ability to stand up as an independent company. Annual incentives are paid based upon achievement of Company performance measures.
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2023 annual bonus plan
Funding for the fiscal year 2023 Bonus Plan awards was based on Embecta’s global business results, which resulted in an overall funding level of 125.5%.
Description of metrics for 2023 performance-based compensation
Constant Currency
Revenue $*
This measure is defined as revenues excluding the impact of fluctuations in foreign exchange (or “FX”) rates since the setting of the Bonus Plan targets.
Adjusted EBITDA $*
This measure is defined as earnings before interest, taxes, depreciation, and amortization (“EBITDA”) excluding certain items that affect comparability of operating results and the trend of earnings. These adjustments are either non-cash or irregular in nature, may not be indicative of our past and future performance and are therefore excluded to allow investors to better understand underlying operating trends. The following are examples of the types of adjustments that are excluded: (i) share-based compensation, (ii) impairment losses, (iii) costs associated with the Separation, and (iv) other significant items management deems irregular or non-operating in nature. This measure excludes the impact of fluctuations in foreign exchange rates since the setting of the Bonus Plan targets.
Strategic Objectives
For the 2023 Bonus Plan, the strategic objectives scorecard had the following goals:
ERP Implementation: Related to milestones in the implementation of Embecta’s ERP system;
Insulin Delivery Pump: Related to milestones for the development of a type 2 closed loop insulin delivery system utilizing Embecta’s proprietary patch pump system;
Global Quality and Regulatory: Related to various Quality and Regulatory initiatives critical to the operation of Embecta as a standalone company, including the operationalization of our Quality Management System and regulatory submissions in various countries;
Human Resources: Related to various Human Resources initiatives critical to the operation of Embecta as standalone company, including the operationalization of Workday, payroll solutions globally, benefits programs implementation, and others.
*
Constant Currency Revenue and Adjusted EBITDA are not calculated in accordance with the U.S. generally accepted accounting principles (“GAAP”). For a reconciliation of these metrics for the fiscal year ended September 30, 2023 to the most directly comparable GAAP measures, please see Appendix A to this proxy statement.
How our performance metrics support Embecta’s business strategy
The Compensation Committee believes that, together, these measures provide a balanced set of performance targets that focus on preserving and growing our core business, profitability and operating efficiency.
When measuring actual performance against financial targets, adjustments are made to account for the impact of foreign currency exchange rates in effect during the year, whether favorable or unfavorable to Embecta, compared to the rates we budgeted when the targets were set. We eliminate this impact of unbudgeted foreign currency translation so that only Embecta’s underlying performance is measured.
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Funding for awards based on Embecta’s performance
The available funding pool for awards is determined by a formula. For each performance measure, Embecta’s performance is compared to the target goal set by the Compensation Committee to arrive at a performance factor for that measure.
For 2023, funding for Bonus Plan awards was based on Embecta’s global business results, which resulted in an overall payout of 125.5%. The graphs below show the funding levels for threshold, target and maximum performance for the performance measures under the Bonus Plan for 2023. Performance below threshold for a performance measure results in no funding with respect to that measure.
Performance Measures
 
Below
Threshold
Threshold
Target
Max
Constant Currency Revenue $
Achievement
< 90%
90%
100%
110%
Payout
0%
50%
100%
200%
Adjusted EBITDA $
Achievement
< 80%
80%
100%
120%
Payout
0%
50%
100%
200%
Strategic Objectives
Achievement
N/A
Below
Achieve
Above
Payout
0%
50%
100%
200%
The payout range applicable to 2023 is 50% - 200% for all measures and there is no payout for performance below threshold.
Performance Measures
Weight
Achieved Payout
Factor
Weighted Payout
Factor
Constant Currency Revenue $
40%
117.0%
46.8%
Adjusted EBITDA $
35%
144.5%
50.6%
Strategic Objectives
25%
112.5%
28.1%
Final Payout Factor
125.5%
Generally, target performance objectives for our short-term financial goals are developed through our annual operating planning process, during which management assesses our operating environment and builds projections on anticipated results. Such target performance objectives are then reviewed and approved by the Compensation Committee. The Compensation Committee approved the following targets for 2023: Constant Currency Revenue $ of $1,076M and Adjusted EBITDA $ of $334M. Strategic Objectives goals are quantifiable and rigorously set and payout is subject to an additional minimum Adjusted EBITDA of 20% for any payout of the Strategic Objectives portion.
For the purposes of measuring performance versus target for the 2023 performance period under the Bonus Plan, actual results were calculated using the same foreign exchange rates used to develop the targets.
The final payout factor is subject to the approval of the Compensation Committee, and the Compensation Committee has the discretion to reduce or increase the payout factor derived from the Bonus Plan formula. Actual awards paid to our NEOs are ultimately in the discretion of the Compensation Committee and their awards, as a percentage of their target, may be more or less than the final payout factor.
When comparing Embecta’s operating results to the performance targets, the Compensation Committee also has the discretion to make adjustments to Embecta’s results for unbudgeted items that are not considered part of our ordinary operations and other events that significantly impacted Embecta’s performance. This encourages management to make business decisions based on what management believes is in the best interests of Embecta, rather than their possible effects on compensation. It also ensures that our executives are not unfairly rewarded for or penalized by these types of events.
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Setting individual awards
The Compensation Committee considers Embecta’s business plan, the target bonuses set by companies in its compensation Peer Group and the marketplace in which Embecta is competing when setting performance targets. The Compensation Committee seeks to reward what it deems to be superior performance by management, accounting for current industry conditions and growth trends. The Compensation Committee sets what it believes are challenging performance targets in light of the Embecta operating plans reviewed by the Board, and structures payouts so that they are aligned with Embecta’s performance against those targets.
At the beginning of fiscal year 2023, target annual incentive levels were set by the Compensation Committee, with Korn Ferry’s assistance. Based on its review, the Compensation Committee determined that the 2023 annual incentive target for Mr. Curtis should be increased from 50% of base salary to 55% of base salary and that annual incentive targets for the other NEOs were appropriate. 2023 annual incentive targets for the NEOs are set forth below:
Named Executive Officer
Target Bonus for FY23
Dev Kurdikar
115%
Jake Elguicze
70%
Shaun Curtis
55%
Jeff Mann
60%
Brian Capone
45%
Ajay Kumar
60%
2023 bonus determinations
At the end of 2023, the Compensation Committee measured performance for our employees, including the NEOs. Embecta’s strong performance for the year resulted in funding for the Bonus Plan at 125.5% of target, based on the following actual results: Constant Currency Revenue $ of $1,094.5M, Adjusted EBITDA $ of $363.7M and Strategic Objective targets were exceeded, resulting in a payout factor of 112.5% for the Strategic Objectives portion of the Bonus Plan. Please refer to Appendix A to this proxy statement for a reconciliation of Constant Currency Revenue and Adjusted EBITDA to the most directly comparable GAAP measures.
The table below reflects the 2023 fiscal year annual short-term incentive opportunity of each NEO under the Bonus Plan and the amount awarded to each NEO for the 2023 fiscal year. The Compensation Committee did not exercise discretion to increase or decrease the actual annual incentive award payable to our NEOs.
Named Executive Officer
Target Bonus
Awarded Bonus
Dev Kurdikar
$1,006,250
$1,262,844
Jake Elguicze
$373,100
$468,241
Shaun Curtis*
$255,600
$320,779
Jeff Mann
$319,800
$401,349
Brian Capone
$178,759
$224,343
Ajay Kumar**
$270,000
N/A
*
Amounts reported for Mr. Curtis are converted from Euros to USD based on an exchange rate of 1.06 as of September 29, 2023.
**
Mr. Kumar separated from the Company prior to the end of the fiscal year and was not eligible to receive an annual incentive award under the Bonus Plan.
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Equity compensation awards
Embecta uses a mix of equity compensation vehicles to promote the long-term objectives of its compensation program. Below is a description of the long-term incentive awards granted during the 2023 fiscal year pursuant to the 2022 Plan.
PSUs. PSUs are performance-based restricted stock units that vest three years after grant, based on continued service and the achievement of pre-determined performance metrics. The potential payouts under these awards ranges from 50% to 200% of target. The actual payout is based on Embecta’s performance against the performance targets set for these awards over the three-year performance period. PSUs are not transferable, and holders cannot vote any shares underlying the award until the shares have been distributed. Dividend equivalents do not accrue on these awards. See “Fiscal 2023-2025 PSU Grants Incentive Target, Performance and Payout Ranges” below for a description of the performance targets for the 2023-2025 PSU grants.
TVUs. TVUs are restricted stock units that represent the right to receive shares of Embecta common stock upon vesting. TVU awards vest in three annual installments based on continued service, beginning one year from the grant date. TVUs are not transferable, and holders cannot vote any shares underlying the award until the shares have been distributed. Dividend equivalents do not accrue on these awards.
Long-term incentive award targets
At the beginning of 2023, the NEOs were eligible to receive a long-term equity incentive award pursuant to the 2022 Plan based on a target annual long-term incentive award value approved by Compensation Committee. Awards were delivered 50% in PSUs and 50% in TVUs, except for Mr. Capone who received 40% in PSUs and 60% in TVUs. The following table sets forth the long-term incentive award targets for our NEOs in 2023:
Named Executive Officer
LTI Award Target for FY 2023
Dev Kurdikar
$5,500,000
Jake Elguicze
$1,600,000
Shaun Curtis
$600,000
Jeff Mann
$1,300,000
Brian Capone
$275,000
Ajay Kumar
$515,000
Fiscal 2023-2025 PSU Grants
The PSUs granted in FY 2023 may be earned based on achievement versus three-year cumulative financial metrics as well as strategic objectives. The cumulative financial goals are the sum of annual targets set by the Compensation Committee which align with the approved budget in each fiscal year. The PSUs are also subject to a minimum performance threshold: if the Adjusted EBITDA % for the Company does not exceed 20% cumulative for the first two years of the PSUs performance period, none of the PSU awards will vest, regardless of performance achieved.
When granting PSUs for the FY 2023-2025 period, the Compensation Committee used the following performance metrics: Constant Currency Revenue Growth Percentage, weighted 45%; Adjusted Operating Income Dollars, weighted 30%; and Strategic Objectives, weighted 25%.
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Constant Currency
Revenue Growth %
This measure is defined as the year over year change in revenues, excluding the impact of fluctuations in foreign exchange rates by comparing results between periods as if exchange rates had remained constant.
Adjusted Operating
Income $
This measure is defined as operating income excluding certain items that affect comparability of operating results and the trend of earnings. These adjustments are either non-cash or irregular in nature, may not be indicative of our past and future performance and are therefore excluded to allow investors to better understand underlying operating trends. The following are examples of the types of adjustments that are excluded: (i) share-based compensation, (ii) impairment losses, (iii) costs associated with the Separation, and (iv) other significant items management deems irregular or non-operating in nature. This measure excludes the impact of fluctuations in foreign exchange rates since the setting of the PSU plan targets.
Strategic Objectives
For the 2023-2025 performance period, the strategic objectives scorecard had the following goals:
ERP Implementation: Related to the full implementation of Embecta’s ERP system;
Distribution Network: Related to the creation and operations of Embecta’s distribution network;
Transition Services Agreements (“TSAs”): Relating to the full exit of TSAs; and
Global Shared Services Implementation: Relating to the creation and implementation of all functional Shared Services operations.
Fiscal 2023-2025 PSU Grants Incentive Target, Performance and Payout Ranges
graphic
Targets. In consideration of the uncertainties of operating as a standalone company, the Compensation Committee approved the performance targets for the PSUs granted in FY 2023 to be set as the sum of the annual targets in the performance period. The first-year targets set for these FY 2023 PSUs are Constant Currency Revenue Growth % of 0.0% and Adjusted Operating Income $ of $283M. The Strategic Objectives portion of the FY 2023 PSUs also includes goals which have a three-year performance measurement period. Strategic Objective goals are quantifiable and rigorously set and include goals for threshold, target, and maximum payout.
Payout Range. The payout range applicable to the 2023-2025 performance period is 50% - 200% of target value for all measures and there is no payout for performance below threshold.
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2024 executive compensation design
The Compensation Committee continues to evaluate annual and long-term incentive plan design to ensure proper alignment with Embecta’s commitment to performance-based incentives.
In September 2023, our Compensation Committee approved the following changes to the TVUs and PSUs:
Beginning with the equity awards granted in November 2023, dividend equivalents will accrue on each award of TVUs and PSUs. Dividend equivalents will be delivered to the equity awards holders in the form of additional shares of Embecta common stock when both the applicable service and, in the case of PSUs, performance conditions are satisfied.
The PSUs granted in November 2023 will vest following the end of a three-year performance period, subject to achievement of performance measures relating to Constant Currency Revenue Growth % (weighted 60%) and Adjusted Operating Income $ (weighted 40%).
Other benefits under our executive compensation program
Limited executive perquisites
NEOs are not provided significant executive perquisites. In fiscal year 2023, Mr. Curtis received a housing allowance associated with his relocation to Ireland. Additionally, Mr. Curtis receives a monthly car allowance.
Embecta expects to limit the use of perquisites as a method of compensation and provide executive officers with only those perquisites that Embecta believes are reasonable and consistent with its compensation goal of enabling Embecta to attract and retain superior executives for key positions.
401(k) Plan
Embecta maintains a tax qualified defined contribution retirement plan (the “401(k) Plan”) that covers substantially all US-based employees. Each of the NEOs except Shaun Curtis participates in the 401(k) Plan. Participants may contribute a portion of their compensation on a before-tax basis into their 401(k) Plan accounts, subject to limits. In addition, Embecta matches an amount equal to 75% for each dollar contributed by participants on the first 6% of their eligible earnings, up to prescribed annual limits. In addition to the matching contributions, we may also make additional non-elective contributions to the 401(k) Plan on the same basis for all employees. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) Plan and making matching contributions adds to the overall desirability of our compensation package and further incentivizes our employees, including our executive officers, in accordance with Embecta’s compensation policies.
Pension benefits
Prior to the Separation, BD offered pension benefits to eligible U.S. associates under the BD Retirement Plan. Ajay Kumar participated in the BD Retirement Plan prior to the Separation and was the sole NEO eligible to participate in such plan. As of the Separation, Mr. Kumar no longer accrues pay credits under the BD Retirement Plan. At and following the Separation, no portion of the BD Retirement Plan transferred to Embecta and Embecta has not adopted (and does not expect to adopt) a defined benefit pension plan. For information about the actuarial present value of accumulated benefits payable to Mr. Kumar under the BD Retirement Plan, see the “Pension Benefits at 2023 Fiscal Year End.”
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Deferred compensation
Our Deferred Compensation Plan (the “DCP”) is an unfunded, nonqualified plan that allows eligible associates to defer receipt of cash compensation on a pre-tax basis in addition to what is allowed under our tax-qualified 401(k) Plan. We do not provide any guaranteed earnings on amounts deferred under the DCP, and earnings on these accounts are based on individual investment elections. Embecta provides matching contributions on deferred cash amounts deferred under the DCP, subject to certain limits. For additional information regarding the deferred compensation provisions of the DCP, see “Compensation of Named Executive Officers—Deferred Compensation Plan, Directors’ Deferral Plan and the GSIP.”
GSIP
Prior to the Separation, BD maintained the Global Share Investment Program, or the GSIP, for its non-U.S. associates in certain jurisdictions outside of the United States. In connection with the Separation, Embecta adopted a similar plan in Ireland with the following terms. Mr. Curtis is the only NEO eligible to participate in the Embecta GSIP. The purpose of the GSIP is to provide employees in certain countries with a tax-efficient way to save on a regular and long-term basis and acquire a beneficial interest in Embecta common stock. Participants are granted a bonus of 3.85% of their base salary which they can elect to receive in cash, paid through payroll and taxed. Alternatively, participants can opt to invest the 3.85% bonus into the GSIP on a pre-tax basis to buy GSIP shares, to which Embecta provides matching funds of up to 3% of a participant’s base pay through contributions to the participant’s plan account, subject to an annual maximum of €12,700, established by Ireland’s Revenue Commissioners. Participants may also choose to contribute up to 6.85% of their monthly base pay, through payroll deductions, to the GSIP for their account, subject to the same €12,700 annual maximum. A participant may withdraw the vested portion of the participant’s account, although such withdrawals must be in the form of a cash payment if the participant is employed by Embecta at the time of withdrawal. Following termination of service, withdrawals are paid in either cash or shares, at the election of the participant.
Executive severance and change in control plan
Embecta’s Executive Severance and Change in Control Plan (the “Executive Severance Plan”) provides severance benefits to eligible key employees of Embecta and certain subsidiaries of Embecta, including the NEOs, in connection with certain terminations of employment.
Under the terms of the Executive Severance Plan, in the event that an NEO is involuntarily terminated by Embecta without cause or resigns for good reason outside of a change in control coverage period (each as defined in the Executive Severance Plan), the NEO would be entitled to (i) a severance payment (paid over time) consisting of the continuation of payment of the NEO’s base salary (24 months for the CEO, 12 months for the individuals designated as tier II executives and 9 months for the individuals designated as tier III executives) and multiple of the NEO’s target annual bonus (two times for the CEO and one time for the individuals designated as tier II executives), (ii) a lump-sum payment equal to a pro-rata portion of the NEO’s target annual cash bonus for the year in which the termination occurred, (iii) a lump-sum payment approximating a certain period of COBRA premiums for continued coverage under Embecta’s group health insurance plan (24 months for the CEO, 12 months for the individuals designated as tier II executives and 9 months for the individuals designated as tier III executives) and (iv) 12 months of outplacement services.
In the event that an NEO is involuntarily terminated by Embecta without cause or resigns for good reason during the 24 months following a change in control (or prior to the change in control, if the NEO reasonably demonstrates that the termination was in connection with the change in control), the NEO would be entitled to (i) a lump-sum severance payment consisting of a multiple (three times for the CEO, two times for the individuals designated as tier II executives and one time for the individuals designated as tier III executives) of the sum of the NEO’s base salary and the greater of (x) the NEO’s target annual cash bonus for the year in which the termination occurred, (y) the NEO’s actual annual bonus for the most recently completed fiscal year for which bonuses have been determined and (z) the
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NEO’s average annual bonus for the two most recently completed fiscal years prior to the year in which the termination occurred, (ii) a lump-sum payment equal to a pro rata portion of the NEO’s target annual cash bonus for the year in which the termination occurred, (iii) a lump-sum payment approximating a certain period of COBRA premiums for continued coverage under Embecta’s group health insurance plan (36 months for the CEO, 24 months for the individuals designated as tier II executives and 12 months for the individuals designated as tier III executives), (iv) 12 months of outplacement services and (v) accelerated vesting of all outstanding equity awards (with performance awards vesting at target unless a higher level would be deemed achieved under the terms of the applicable award agreement).
Mr. Elguicze, Mr. Curtis, Mr. Mann and Mr. Kumar (prior to his separation from Embecta) are tier II executives. Mr. Capone is a tier III executive.
The Executive Severance Plan does not provide for a gross-up payment to any of the NEOs to offset taxes, including any excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code (the “Code”). Instead, the Executive Severance Plan provides that in the event that the payments described above would, if paid, be subject to such excise taxes, then such NEO will receive either (A) the full amount of the payments and assume full responsibility for the tax impacts or (B) the maximum amount that may be provided to such NEO without resulting in any portion of the payments being subject to such excise taxes, based upon which alternative yields the higher after-tax amount.
The receipt of the foregoing benefits under the Executive Severance Plan is conditioned on the NEO signing, and not revoking, a separation and release agreement, which will include a general release of claims by the NEO against Embecta and which may include certain post-employment restrictive covenants.
Significant policies and other information regarding executive compensation
Clawback policies
We have a policy that gives the Compensation Committee the discretion to require executive officers or other CEO direct reports at Embecta, including the NEOs, to reimburse Embecta for any Bonus Plan award that was based on financial results that were subsequently restated as a result of that person’s misconduct. The Compensation Committee also has the discretion to cancel any equity compensation awards (or recover payouts under such awards) that were granted to such person with respect to the restated period, and to require the person to reimburse Embecta for any profits realized on any sale of Embecta stock occurring after the public issuance of the financial statements that were subsequently restated. The policy also gives the Compensation Committee the authority to require executive officers and other senior leaders who were not involved in the misconduct to reimburse Embecta for the amount by which their Bonus Plan award exceeded the amount they would have received based on the restated results.
Under the policy, Embecta may also cancel outstanding equity awards and recover any shares received upon the exercise or vesting of such awards (or any gain realized on the sale of such shares) to the extent the individual breaches any restrictive covenant agreement with Embecta, such as non-compete and non-solicitation covenants.
In addition to the policy described above, in 2023 the Board adopted a revised clawback policy that complies with new standards applicable to Nasdaq-listed companies, which were approved by the SEC in June of 2023. The revised policy applies to our current and former executive officers together with our Chief Accounting Officer.
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Under our new clawback policy, the Compensation Committee will, in all appropriate circumstances, require reimbursement of any compensation that, during or after the three most recently completed fiscal years, was granted, earned, or vested (1) based upon the attainment of a financial reporting measure in whole or in part, or (2) in connection with a time-based equity award, in each case to the extent that:
we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws; and
a smaller payment would have been made to or realized by the executive based upon the restated financial results.
Share retention and ownership guidelines
To increase executive share ownership and promote a long-term perspective when managing our business, our NEOs and certain other senior executives are required to retain 50% of the net after-tax shares received from any equity compensation awards granted to them after they become subject to the guidelines. They are subject to this requirement until they achieve and maintain the required ownership level set forth below. All of the NEOs are on track to meet their ownership target and are in compliance with the 50% retention requirement.
Position
Multiple
CEO
5 times salary
Other NEOs
3 times salary
Pledging and hedging policy
We have a policy that prohibits all our employees (including the named executive officers) and members of our Board from pledging or short selling any Embecta shares or other Embecta securities, or from trading in options (including exchange-traded options) or engaging in puts, calls, forward contracts or any other derivative transactions that are intended to hedge against the risk of any decrease in the market value of Embecta shares or other Embecta securities granted to them as part of their compensation from Embecta or that are held directly or indirectly by them. The policy also strongly discourages employees and members of our Board from repeatedly trading into and out of holdings of Embecta securities.
Equity award policy
The Compensation Committee has adopted a policy that prohibits the backdating of any equity compensation award and requires our annual equity compensation awards and any “off-cycle” awards approved by our CEO to be made on pre-determined fixed dates. The policy also prohibits manipulating the timing of either the public release of information or the grant of an award to increase the value of an award.
Tax considerations
While the Compensation Committee generally has attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support Embecta’s business strategy and the long-term interests of our stockholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax-deductible if doing so furthers the objectives of our executive compensation program.
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Accounting considerations
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including restricted stock awards and performance-based awards, based on the grant date fair value of these awards. Depending upon the type of performance conditions applicable to performance-based awards, FASB ASC Topic 718 may require the recording of compensation expense over the service period for the award (usually, the vesting period) based on the grant date value or compensation expense may be recorded based on the expected probability of vesting over the vesting period, subject to adjustment as such probability may vary from period to period. In the case of our PSUs which contain financial performance measures, since the service inception date precedes the grant date of the award (as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards), and the grant date fair value is not determinable at this time, the amount reported in the Summary Compensation Table and Grants of Plan-Based Awards Table is the fair value of the awards at the service inception date (November 26, 2022), based upon the then-probable outcome of the performance conditions.
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Report of the Compensation and Management Development Committee
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in Embecta’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and in this proxy statement.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Karen N. Prange (Chair)
Bob J. Hombach
Dr. Milton M. Morris
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Compensation of named executive
officers
Summary Compensation Table
The following table shows the compensation provided by Embecta to each of the named executive officers in the fiscal year ending September 30, 2023.
Name and
principal
position
Year
Salary
($)(1)
Bonus
($)
Stock
awards
($)(2)
Option
awards
($)
Nonequity
incentive plan
compensation
($)(3)
Change in
pension
value and
nonqualified
deferred
compensation
earnings
($)(4)
All Other
Compensation
($)(5)
Total
($)
Dev Kurdikar
Director, Chief Executive Officer and President
2023
863,462
5,268,441
1,262,844
69,750
7,464,497
2022
791,325
3,727,430
5,614,124
1,075,862
45,225
11,253,966
2021
446,849
200,000
1,185,240
790,062
536,366
9,587
3,168,104
Jake Elguicze
Senior Vice President and Chief Financial Officer
2023
528,846
1,532,686
468,241
53,676
2,583,449
2022
485,493
963,860
1,707,102
462,185
23,380
3,642,020
2021
182,466
150,000
197,296
180,368
6,309
716,439
Shaun Curtis(6)
Senior Vice President, Global Manufacturing and Supply Chain
2023
459,447
574,741
320,779
135,440
1,490,407
2022
313,693
2,964(7)
332,942
313,831
211,530
163,277
1,338,237
2021
276,503
118,769
92,119
135,891
89,596
712,878
Jeff Mann
Senior Vice President, SVP,
General Counsel, Head of Business Development and Corporate Secretary
2023
528,846
1,245,315
401,349
29,258
2,204,768
2022
482,558
963,860
1,707,102
394,155
34,019
3,581,694
2021
75,000
50,000
169,036
294,036
Brian Capone
Vice President,
Corporate Controller and Chief Accounting Officer
2023
394,418
263,779