Embecta Corp DEF 14A, filed Dec 19, 2024

About this DEF 14A

Embecta Corp. (EMBC)

DEF 14A 2024-12-19 For: 2025-02-12

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Added on June 11, 2026

AC - Audit Committee

Chair of the Board

CMDC -
Compensation and Management Development Committee

Committee Chair

CGNC - Corporate Governance and Nominating Committee

TQRC - Technology, Quality and Regulatory Committee

Independent

Embecta Corp filed this DEF 14A on December 19, 2024.

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☐			Preliminary Proxy Statement
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☐			Soliciting Material Pursuant to §240.14a-12


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	1.			The election as directors of the three nominees named in the attached proxy statement for a one-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


How To Vote

By Mail Sign, complete and return the proxy card in the postage-paid envelope provided	By Telephone 800-690-6903	Online www.proxyvote.com


Proposal		Board Recommendation
1.	The election as directors of the three nominees named in the attached proxy statement for a one-year term		FOR each of the nominees for director
2.	The ratification of the selection of the independent registered public accounting firm		FOR
3.	An advisory vote to approve named executive officer compensation		FOR


	Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on February 12, 2025. Embecta’s proxy statement and 2024 Annual Report of Stockholders, which includes Embecta’s consolidated financial statements, are available at investors.embecta.com/financials-filings/annual-reports.


				THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.


Name	Age	Director Since	Committee Membership
Name	Age	Director Since	AC	CMDC	CGNC	TQRC
Directors nominated for election at the 2025 Annual Meeting:
Robert (Bob) J. Hombach Former Executive Vice President, Chief Financial Officer and Chief Operations Officer, Baxalta Incorporated	58	2022
Devdatt (Dev) Kurdikar President and Chief Executive Officer, Embecta Corp.	56	2022
David F. Melcher Non-Executive Chairman of the Board, Embecta Corp.	70	2022
Directors whose terms expire at the 2026 annual stockholder meeting:
David J. Albritton Founder and Chief Executive Officer, Nineteen88 Strategies	58	2022
Carrie L. Anderson Executive Vice President and Chief Financial Officer, The Campbell’s Company	56	2022
Christopher R. Reidy Retired Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Becton, Dickinson and Company (“BD”)	68	2022
Milton M. Morris, Ph.D. Former Chairman and Chief Executive Officer, Neuspera Medical, Inc.	54	2022


Independence			7 of 9 director nominees and continuing members of the Board are independent

Diverse board representation			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


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


	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.


	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.
	Payer and Medical Reimbursement			Experience with reimbursable or pharmaceutical products and obtaining reimbursement or coverage through private or government payers.
	Consumer or Retail			Experience with consumer or retail products, including direct to patient marketing, pharmacy retailers, or online commerce.


	•			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-law
	•			Restrictions on corporate political contributions
	•			Director share ownership requirements
	•			Overboarding policy
	•			Annual election of directors commencing with the 2026 annual stockholder meeting

Proposal 2			Ratification of selection of independent registered public accounting firm


	What We Do	What We Don’t Do
Competitive Compensation Program	Significant portion of target annual compensation is delivered in the form of variable compensation tied to performance. Reinforce and reward behaviors that support our business objectives. Use of an independent compensation consultant reporting directly to the Compensation Committee.	No individual employment agreements with our executive officers.
Pay for Performance	Align executive compensation with the execution of our business strategy and the creation of long-term stockholder value.	While we emphasize “at risk” pay tied to performance, our program does not encourage excessive risk-taking by management. No guaranteed incentive awards for executive officers.
Strong Compensation Policies	Robust share retention and ownership guidelines. “Double-trigger” change in control agreements. Our unvested equity compensation awards also have a double-trigger accelerated vesting provision. 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”) listing rules. Annual say-on-pay vote.	No discounting, reloading or repricing of equity awards without stockholder approval. Prohibition on executives pledging Embecta shares or hedging against the economic risk of ownership. No excise tax “gross-ups” in our change in control and severance policy. Limited executive perquisites.


	Age: 58 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. Mr. Hombach is currently a member of the Board of Directors of BioMarin Pharmaceutical Inc. (NASDAQ: BMRN). 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.


	Age: 56 Director Since: 2022 Independent: No Other Public Directorships: • Zimmer Biomet Holdings, Inc.			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. Mr. Kurdikar is currently a member of the Board of Directors of Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), AdvaMed (Advanced Medical Technology Association) and LMG Holdings (a portfolio company of The Riverside 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, consumer/retail, strategy and innovation, cybersecurity, risk and crisis management, regulatory and compliance matters, as well as experience with institutional investors.


	Age: 70 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.

Proposal 3			Advisory vote to approve named executive officer compensation


	Letter to our stockholders			i
	Notice of annual meeting of stockholders			ii
	Proxy statement overview			iii
	Proposals to be considered at the 2025 Annual Meeting			iii
	Proposal 1: Election of directors			1
	Directors - skills and experience			1
	Nominees for director			2
	Board refreshment and diversity			11
	Director nomination process			11
	Director retirement policy; term limits			12
	Corporate governance			13
	The Board and committees of the Board			13
	Board practices, policies and processes			23
	Non-management director compensation			25
	Proposal 2: Ratification of selection of independent registered public accounting firm			28
	Pre-approval of audit and non-audit services			29
	Report of the audit committee			30
	Proposal 3: Advisory vote to approve named executive officer compensation			31
	Compensation Discussion and Analysis			34
	Report of the Compensation and Management Development Committee			49
	Compensation of Named Executive Officers			50
	CEO Pay Ratio			59
	Pay Versus Performance			60
	Ownership of Embecta common stock			65
	General information			68
	Proxy solicitation			68
	Stockholders entitled to vote			68
	Attendance at the 2025 Annual Meeting			68
	How to vote at the meeting or by proxy			68
	Broker non-votes			69
	Quorum; required vote			69
	Revocation of proxies or change of instructions			70
	Stockholder proposals or director nominations for 2026 annual stockholder meeting			70
	Householding			71
	Other matters			71
	Note about the Embecta website			71
	Cautionary note on forward-looking statements			71
	Appendix A: Reconciliation of non-GAAP financial measures			A-1


	Age: 54 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 is a member of the Board of Directors of Myomo, Inc. (NYSE: MYO) and of Nordson Corporation (NASDAQ: NDSN). 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, payer and medical reimbursement, risk and crisis management and regulatory and compliance matters, as well as experience with institutional investors.


	Age: 69 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 is a member of the Board of Directors of Haemonetics Corporation (NYSE: HAE). 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, Geisinger School of Medicine, 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, payer and medical reimbursement, higher education, medical research and public health. She brings to the Board important perspectives on patient care services, global health and health policy.


	Age: 60 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 AtriCure, Inc. (NASDAQ: ATRC), Nevro Corp (NYSE: NVRO) and 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, strategy and innovation, payer and medical reimbursement, risk management, ESG and regulatory and compliance experience.


	Age: 58 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. He has also served as Managing Director of CRA Admired Leadership, a private consultancy firm specializing in leadership development, strategic communication, and custom research, since January of 2024. 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.


	Age: 56 Director Since: 2022 Independent: Yes Committees: • Audit • Corporate Governance and Nominating			Ms. Anderson is the Executive Vice President and Chief Financial Officer for The Campbell’s Company (NASDAQ: 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, consumer/retail, ESG and experience with institutional investors.


	Age: 68 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 (NYSE: EHC) and is the Chair of its Audit Committee and a member of its Nominating and Governance 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 its Finance & Investment 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, payer and medical reimbursement, risk and crisis management, consumer/retail, ESG and institutional investors.


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.


	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 2024 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.


	Members Bob J. Hombach (Chair) Karen N. Prange Carrie L. Anderson Meetings in 2024: 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.


	Members Karen N. Prange (Chair) Bob J. Hombach Dr. Milton M. Morris Meetings in 2024: 5			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.


	Members Dr. Claire Pomeroy (Chair) Carrie L. Anderson David J. Albritton Meetings in 2024: 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”).


	Members Christopher R. Reidy (Chair) Dr. Claire Pomeroy David J. Albritton Dr. Milton M. Morris Meetings in 2024: 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.


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.


	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-law
	•			Restrictions on corporate political contributions
	•			Director share ownership requirements
	•			Overboarding policy
	•			Annual election of directors commencing with the 2026 annual stockholder meeting


	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 2024, 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.


Name	Fees earned or paid in cash ($)⁽¹⁾	Stock awards ($)⁽²⁾	All other compensation ($)⁽³⁾	Total ($)
David F. Melcher	130,000	260,014	2,000	392,014
David J. Albritton	70,000	200,004	2,000	272,004
Carrie L. Anderson	70,000	200,004	7,000	277,004
Christopher R. Reidy	86,000	200,004	2,000	288,004
Robert (Bob) J. Hombach	90,000	200,004	2,000	292,004
Milton M. Morris	70,000	200,004	7,000	277,004
Claire Pomeroy	86,000	200,004	7,000	293,004
Karen N. Prange	86,000	200,004	2,000	288,004


	FY 2024	FY 2023
Audit Fees	$6,065,000	$4,255,000	“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	$60,000	$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	$37,000	$40,000	“Tax Fees” includes tax compliance, assistance with tax audits, tax advice and tax planning.
All Other Fees	—	—	—
Total	$6,162,000	$4,582,000


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