DEF 14A of Embecta Corp.
Filed Dec 19, 2024 · FY20240001140361-24-049945
Corporate Governance Practices
| | 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. |
Corporate Governance Practices
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 50. 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.
Corporate Governance Practices
| 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 |
Corporate Governance Practices
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. Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher, the Class III directors, have each been nominated for election at the 2025 Annual Meeting for a term expiring at the 2026 annual stockholder meeting. Each nominee is currently serving a term expiring at the 2025 Annual Meeting. Mr. David J. Albritton, Ms. Carrie L. Anderson and Mr. Christopher R. Reidy, the Class I directors, and Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, the Class II directors, are each currently serving a term expiring at the 2026 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 Embecta’s Board will thereafter no longer be divided into classes. 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.
Corporate Governance Practices
| | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |
Corporate Governance Practices
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. Nominees for director Robert (Bob) J. Hombach Former Executive Vice President, Chief Financial Officer and Chief Operations Officer, Baxalta Incorporated
Corporate Governance Practices
| 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. |
Corporate Governance Practices
Devdatt (Dev) Kurdikar President and Chief Executive Officer, Embecta Corp.
Corporate Governance Practices
| 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. |
Corporate Governance Practices
LTG (Ret.) David F. Melcher Non-Executive Chairman of the Board, Embecta Corp.
Corporate Governance Practices
| 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. |
Corporate Governance Practices
Directors whose terms expire at the 2026 annual stockholder meeting Milton M. Morris, Ph.D. Former Chairman and Chief Executive Officer, Neuspera Medical, Inc.
Corporate Governance Practices
| 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. |
Corporate Governance Practices
Claire Pomeroy, M.D. President, The Albert and Mary Lasker Foundation
Corporate Governance Practices
| 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. |
Corporate Governance Practices
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.
Corporate Governance Practices
| 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. |
Corporate Governance Practices
David J. Albritton Founder and Chief Executive Officer, Nineteen88 Strategies
Corporate Governance Practices
| 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. |
Corporate Governance Practices
Carrie L. Anderson Executive Vice President and Chief Financial Officer, The Campbell’s Company
Corporate Governance Practices
| 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. |
Corporate Governance Practices
Christopher R. Reidy Retired Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Becton, Dickinson and Company
Corporate Governance Practices
| 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. |
Corporate Governance Practices
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
Corporate Governance Practices
| 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. |
Corporate Governance Practices
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 III directors are Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher, each of whom is currently serving a term expiring at the 2025 Annual Meeting and has been nominated for a term expiring at the 2026 annual stockholder meeting at the 2025 Annual Meeting. Mr. David J. Albritton, Ms. Carrie L. Anderson and Mr. Christopher R. Reidy, the Class I directors, and Dr. Milton M. Morris, Dr. Claire Pomeroy and Ms. Karen N. Prange, the Class II directors, are each currently serving a term expiring at the 2026 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. 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. 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 Governance Committee; and the Technology, Quality and Regulatory Committee (the “TQR Committee”).
Corporate Governance Practices
| 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. |
Corporate Governance Practices
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 2024. Audit Committee
Corporate Governance Practices
| 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. |
Corporate Governance Practices
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. Compensation and Management Development Committee
Corporate Governance Practices
| 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. |
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| • | provided market comparison data and other materials requested by the Compensation Committee, |
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| • | identified and recommended to the Compensation Committee a compensation benchmarking peer group, |
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| • | 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 |
Corporate Governance Practices
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 7, 2024, each non-management director received a grant of 11,455 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. The chairs of the Governance Committee, Compensation Committee and TQR Committee receive an annual fee of $16,000, and the chair of the Audit Committee receives an annual fee of $20,000. 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. 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 $5,000 per calendar year. The following table sets forth the compensation earned or received by Embecta’s non-management directors during fiscal year 2024.
Corporate Governance Practices
| Name | Fees earned or paid in cash ($)(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 |
AUDIT COMMITTEE
| • | Our compensation program incorporates a short-term incentive plan that holds management accountable for the achievement of financial metrics and strategic objectives, as well as a long-term incentive framework that is heavily weighted on company performance. |
AUDIT COMMITTEE
| • | Total compensation opportunity is generally targeted around the median 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 through competitive positioning is a key priority. |
AUDIT COMMITTEE
| • | We establish and maintain a well-governed compensation program that creates long-term stockholder value 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. |
AUDIT COMMITTEE
| • | made recommendations regarding the compensation of our CEO and other NEOs and the compensation of our directors; |
AUDIT COMMITTEE
| • | conducted an annual review of the composition of the peer group; |
AUDIT COMMITTEE
| • | advised the Compensation Committee with respect to the competitiveness of our executive and director compensation programs; |
AUDIT COMMITTEE
| Compensation Peer Group* | | | | 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. Orthofix Medical Inc. | ResMed Inc. Tandem Diabetes Care, Inc. Teleflex Incorporated The Cooper Companies, Inc. Waters Corporation West Pharmaceutical Services, Inc. |
AUDIT COMMITTEE
| * NuVasive, Inc. was removed from the peer group due to its acquisition by another company during 2024. |
AUDIT COMMITTEE
| • | 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. |
AUDIT COMMITTEE
| • | Change in control arrangements. We have “double-trigger” change in control agreements with our NEOs 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. |
AUDIT COMMITTEE
| • | 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. |
AUDIT COMMITTEE
| • | Limits on Bonus Plan awards. We do not overweigh 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. 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. |
AUDIT COMMITTEE
| • | Use of long-term equity compensation. The largest portion of the total compensation opportunity for our NEOs is delivered in 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. |
AUDIT COMMITTEE
| • | Balanced set of performance metrics. We use a balanced set of performance metrics in our executive compensation program design. These performance-based compensation metrics align with the execution of our business strategy. |
AUDIT COMMITTEE
| Performance Measures | | Below Threshold | Threshold | Target | Max | | Adjusted Constant Currency Revenue $ | Achievement | < 90% | 90% | 100% | 110% | | | Payout | 0% | 50% | 100% | 200% | | Adjusted EBITDA $ | Achievement | < 75% | 75% | 100% | 125% | | | Payout | 0% | 50% | 100% | 200% | | Strategic Objectives | Achievement | N/A | Below | Target | Above | | | Payout | 0% | 50% | 100% | 200% |
AUDIT COMMITTEE
| Performance Measures | Weight | Achieved Payout Factor | Weighted Payout Factor | | Adjusted Constant Currency Revenue $ | 40% | 112.7% | 45.1% | | Adjusted EBITDA $ | 40% | 111.0% | 44.4% | | Strategic Objectives | 20% | 151.7% | 30.3% | | | | Final Payout Factor | 119.8% |
AUDIT COMMITTEE
| Named Executive Officer | Target Bonus for FY24 | | Dev Kurdikar | 127% | | Jake Elguicze | 70% | | Shaun Curtis | 60% | | Jeff Mann | 60% | | Jean Casner | 60% |
AUDIT COMMITTEE
| Named Executive Officer | Target Bonus | Awarded Bonus | | Dev Kurdikar | $1,143,000 | $1,369,314 | | Jake Elguicze | $406,000 | $486,388 | | Shaun Curtis* | $312,573 | $374,462 | | Jeff Mann | $342,000 | $409,716 | | Jean Casner | $279,000 | $334,242 |
AUDIT COMMITTEE
| • | 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 range 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. See “Fiscal 2024-2026 PSU Grants” for a description of the 2024-2026 PSU grants. |
AUDIT COMMITTEE
| • | 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. |
AUDIT COMMITTEE
| Named Executive Officer | LTI Award Target for FY 2024 | | Dev Kurdikar | $6,250,000 | | Jake Elguicze | $2,000,000 | | Shaun Curtis | $650,000 | | Jeff Mann | $1,600,000 | | Jean Casner | $530,000 |
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges Targets. The Compensation Committee approved the performance targets for the PSUs awarded in FY 2024 to be set as the sum of the annual targets in the performance period. The first-year targets set for these FY 2024 PSUs are Adjusted Constant Currency Revenue Growth % resulting in Adjusted Constant Currency Revenue of $1,105 million and Adjusted Operating Income $ of $273.4 million. Payout Range. The payout range applicable to the 2024-2026 performance period is 50% - 200% of target value for all measures and there is no payout for performance below threshold. Payout between threshold and target achievement and payout between target and maximum achievement is interpolated on a straight-line basis. TVUs and PSUs are awarded with dividend equivalent rights that accrue on unvested awards each time Embecta pays a dividend on its common stock, with the number of TVUs or PSUs, as applicable, determined by dividing the dividends that would be paid on the number of shares of common stock underlying the award (plus the shares underlying any additional TVUs or PSUs, as applicable, credited to the participant pursuant to the dividend equivalent rights) by the closing price of Embecta's common stock on the dividend payment date, as reported on the Nasdaq. Dividend equivalents accrued on unvested awards vest at the same time as and are subject to the same vesting, forfeiture and other terms and conditions as the underlying awards and are payable at the same time the underlying awards are settled. Other benefits under our executive compensation program Limited executive perquisites NEOs are not provided significant executive perquisites. In fiscal year 2024, Mr. Curtis received a monthly car allowance consistent with Embecta’s policy for all managers in Ireland and a housing allowance for his use when traveling to Embecta’s Irish office from his home in the United Kingdom. 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. Embecta does not sponsor or provide access to any defined benefit pension plan for our employees (including our NEOs). 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. Deferred compensation Our Deferred Compensation Plan (the “DCP”) is an unfunded, nonqualified plan that allows eligible employees 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 Embecta maintains a Global Share Investment Program (the “GSIP”) for the benefit of its employees in Ireland. Mr. Curtis is the only NEO eligible to participate in the 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 accordingly. 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 a participant’s 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, and in the case of Mr. Curtis, a letter agreement providing for the same benefits, terms and conditions as the Executive Severance and Change in Control Plan (together, 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 a 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.
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
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 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). Ms. Casner and Messrs. Elguicze, Curtis and Mann are designated as tier II executives under the Executive Severance Plan. 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 Embecta maintains a policy that provides the Compensation Committee the discretion to require executive officers or other CEO direct reports at Embecta (including our 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, Embecta also maintains a clawback policy that is compliant with Nasdaq requirements under Section 954 of the Dodd-Frank Act, which applies to our current and former executive officers. Under this 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:
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
| • | the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws; and |
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
| • | a smaller payment would have been made to or realized by the executive based upon the restated financial results. |
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
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.
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
| Position | Multiple | | CEO | 5 times salary | | Other NEOs | 3 times salary |
Fiscal 2024-2026 PSU Grants Incentive Target, Performance and Payout Ranges
Pledging and hedging policy Embecta maintains a policy that prohibits all our employees (including our NEOs) and members of our Board from pledging or short selling any Embecta shares or other Embecta securities, 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 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 Embecta’s 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. Accounting considerations We follow 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 of the award) based on the grant date value or compensation expense may be recorded based on the expected probability of vesting over the vesting period and subject to adjustment as such probability may vary from period to period. In the case of our PSUs that 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, 2023), based upon the then-probable outcome of the performance conditions. 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, 2024 and in this proxy statement.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
| Name and principal position | Year | Salary ($)(1) | Bonus ($) | Stock awards ($)(2) | Option awards ($) | Nonequity incentive plan compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dev Kurdikar Director, Chief Executive Officer and President | 2024 | 894,231 | — | 6,250,017 | — | 1,369,314 | 73,911 | 8,587,473 | | | 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 | | Jake Elguicze Senior Vice President and Chief Financial Officer | 2024 | 557,227 | — | 2,000,016 | — | 486,388 | 72,644 | 3,116,275 | | | 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 | | Shaun Curtis(5) Senior Vice President, Global Manufacturing, Supply Chain and Quality | 2024 | 504,531 | 12,159(6) | 650,033 | — | 374,462 | 143,090 | 1,684,275 | | | 2023 | 459,447 | — | 574,741 | — | 320,779 | 135,440 | 1,490,407 | | | 2022 | 313,693 | 2,964(6) | 332,942 | 313,831 | 211,530 | 163,277 | 1,338,237 | | Jeff Mann Senior Vice President, General Counsel and Product Development | 2024 | 553,381 | — | 1,600,020 | — | 409,716 | 30,101 | 2,593,218 | | | 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 | | Jean Casner Senior Vice President, Chief Human Resources Officer | 2024 | 455,769 | — | 530,017 | — | 334,242 | 21,207 | 1,341,235 |
Payments upon termination of employment
Payments upon termination of employment The following table shows the estimated payments and benefits that would be paid by Embecta to each of the NEOs as a result of a termination of employment under various scenarios. The amounts shown assume termination of employment on September 30, 2024, and the price per share of Embecta’s securities is the closing market price as of that date. However, the actual amounts that would be paid to these NEOs under each scenario can only be determined at the time of actual termination.
Payments upon termination of employment
| | Termination without Cause or for Good Reason Following a CIC ($)(1) | Termination without Cause or for Good Reason Outside of a CIC Period ($)(2) | Retirement ($)(3) | Voluntary Termination/ Termination for Cause ($)(4) | Disability ($)(5) | Death ($)(5) | | Dev Kurdikar | | | | | | | | Severance Payments | 6,129,000 | 4,086,000 | — | — | — | — | | Prorated Annual Incentive Payments(7) | 1,143,000 | 1,143,000 | — | — | — | — | | Health & Welfare Benefits Coverage | 29,409 | 19,606 | — | — | — | — | | Accelerated Vesting of Equity Awards | 8,476,427 | — | — | — | 8,476,427 | 8,476,427 | | Outplacement Expenses | 40,000 | 40,000 | — | — | — | — | | Total | 15,817,836 | 5,288,606 | — | — | 8,476,427 | 8,476,427 | | Jake Elguicze | | | | | | | | Severance Payments(6) | 1,972,000 | 986,000 | — | — | — | — | | Prorated Annual Incentive Payments(7) | 406,000 | 406,000 | — | — | — | — | | Health & Welfare Benefits Coverage | 62,409 | 31,204 | — | — | — | — | | Accelerated Vesting of Equity Awards | 2,568,498 | — | — | — | 2,568,498 | 2,568,498 | | Outplacement Expenses | 40,000 | 40,000 | — | — | — | — | | Total | 5,048,907 | 1,463,204 | — | — | 2,568,498 | 2,568,498 | | Shaun Curtis | | | | | | | | Severance Payments | 1,667,055 | 833,527 | — | — | — | — | | Prorated Annual Incentive Payments(7) | 312,573 | 312,573 | — | — | — | — | | Health & Welfare Benefits Coverage | — | — | — | — | — | — | | Accelerated Vesting of Equity Awards | 870,703 | — | 623,765 | — | 870,703 | 870,703 | | Outplacement Expenses | 40,000 | 40,000 | — | — | — | — | | Total | 2,890,331 | 1,186,100 | 623,765 | — | 870,703 | 870,703 | | Jeff Mann | | | | | | | | Severance Payments(6) | 1,824,000 | 912,000 | — | — | — | — | | Prorated Annual Incentive Payments(7) | 342,000 | 342,000 | — | — | — | — | | Health & Welfare Benefits Coverage | 62,409 | 31,204 | — | — | — | — | | Accelerated Vesting of Equity Awards | 2,125,913 | — | — | — | 2,125,913 | 2,125,913 | | Outplacement Expenses | 40,000 | 40,000 | — | — | — | — | | Total | 4,394,322 | 1,325,204 | — | — | 2,125,913 | 2,125,913 |
Payments upon termination of employment
| | Termination without Cause or for Good Reason Following a CIC ($)(1) | Termination without Cause or for Good Reason Outside of a CIC Period ($)(2) | Retirement ($)(3) | Voluntary Termination/ Termination for Cause ($)(4) | Disability ($)(5) | Death ($)(5) | | Jean Casner | | | | | | | | Severance Payments(6) | 1,488,000 | 744,000 | — | — | — | — | | Prorated Annual Incentive Payments(7) | 279,000 | 279,000 | — | — | — | — | | Health & Welfare Benefits Coverage | 45,325 | 22,663 | — | — | — | — | | Accelerated Vesting of Equity Awards | 551,183 | — | — | — | 551,183 | 551,183 | | Outplacement Expenses | 40,000 | 40,000 | — | — | — | — | | Total | 2,403,509 | 1,085,663 | — | — | 551,183 | 551,183 | | Total | 30,554,904 | 10,348,778 | 623,765 | — | 14,592,725 | 14,592,725 |
Payments upon termination of employment
| (1) Reflects (i) a severance payment consisting of a multiple (three times for the CEO, two times for the other NEOs) of the sum of the NEO’s base salary and the NEO’s target annual cash bonus as of September 30, 2024, (ii) a lump sum payment for the pro-rata portion of the NEO’s target annual cash bonus for 2024, (iii) a lump sum payment for continued coverage of COBRA premiums (36 months for the CEO, 24 months for the other NEOs), (iv) 12 months of outplacement services and (v) accelerated vesting of all outstanding equity awards. In order to obtain certain severance benefits, the NEO will be required to execute, deliver, and not thereafter revoke, a Separation and Release Agreement, which will contain, among other things, certain restrictive covenants. |
Payments upon termination of employment
| (2) Reflects (i) a severance payment consisting of salary continuation (24 months for the CEO, 12 months for the other NEOs) of the sum of the NEO’s base salary and a multiple of target annual bonus as of September 30, 2024 (two times for the CEO and one times for the other NEOs), (ii) a lump sum payment for the pro-rata portion of the NEO’s target annual cash bonus for 2024, (iii) a lump sum payment for continued coverage of COBRA premiums (24 months for the CEO, 12 months for the other NEOs) and (iv) 12 months of outplacement services (no accelerated vesting is assumed here, as accelerated vesting is at the discretion of the Compensation Committee). In order to obtain certain severance benefits, the NEO will be required to execute, deliver, and not thereafter revoke, a Separation and Release Agreement, which will contain, among other things, certain restrictive covenants. |
Payments upon termination of employment
| (3) With respect to Mr. Curtis, who is eligible for retirement, this column reflects the value of accelerated vesting of all outstanding TVU awards and, following the expiration of any related performance period, to a pro-rata portion of any amounts otherwise payable with respect to PSU awards paid at target. None of the other NEOs were eligible for retirement as of September 30, 2024. |
Payments upon termination of employment
| (4) Upon voluntary termination, NEOs may exercise each option or SAR held by the NEO within three months after such termination. Upon involuntary termination for Cause, all options and SARs held by the NEO are canceled as of the date of termination. The SARs value was based on $14.10, the closing price of Embecta common stock on September 30, 2024. |
Payments upon termination of employment
| (5) Reflects accelerated vesting of all outstanding equity awards. |
Payments upon termination of employment
| (6) Reflects the NEO’s base salary and target annual cash bonus for 2024 as of September 30, 2024. |
Payments upon termination of employment
| (7) Reflects the target annual bonus amounts with respect to fiscal year 2024. |
Payments upon termination of employment
Deferred compensation General. Prior to the Separation, Embecta employees were eligible to participate in the portion of the BD Restoration Plan that permitted the deferral of receipt of a portion of salary and annual and long-term incentive awards. As of the Separation, the portion of the BD Restoration Plan that provided for the deferral of compensation was spun off to Embecta as the DCP. Amounts deferred into the BD Restoration Plan and earnings thereon are now subject to the DCP. Cash deferrals. The DCP allows an eligible Embecta employee to defer receipt of up to 75% of salary and/or up to 100% of an annual incentive award until the date or dates elected by the employee. The amounts deferred are invested in accounts that mirror the gains and/or losses of several different publicly available investment funds, based on the investment selections of the participants. The investment risk is borne solely by the participant. Participants are entitled to change their investment elections at any time with respect to prior deferrals, future deferrals or both. The investment options available to participants may be changed by Embecta at any time. Withdrawals and distributions. Participants may elect to receive deferred amounts either during their employment or following termination of employment, and to receive distributions in installments or in a lump sum. Except in an unforeseen financial emergency, participants may not withdraw deferred amounts prior to their scheduled distribution date. Matching contributions. Embecta provides matching contributions on cash amounts deferred under the DCP. These contributions are made in the first calendar quarter following the calendar year in which the compensation was deferred. Embecta matches 75% of the first 6% of salary and annual incentive award deferred by a participant under the DCP, subject to certain limits. Unfunded liability. Embecta is not required to make any contributions to the DCP with respect to its obligations to pay deferred compensation. Embecta has unrestricted use of any cash amounts deferred by participants. Participants have an unsecured contractual commitment from Embecta to pay deferred amounts due under the DCP. When such payments are due, cash and/or stock will be distributed from Embecta’s general assets. The following table sets forth information regarding activity during fiscal year 2024 in the deferred compensation accounts of the NEOs.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Executive contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Balance at Last FYE ($) | | Dev Kurdikar | 504,157 | 49,916 | 407,878 | 2,139,394 | | Jake Elguicze | 55,723 | 48,057 | 50,685 | 300,976 | | Shaun Curtis | — | — | — | — | | Jeff Mann | — | 17,915 | 762 | 24,068 | | Jean Casner | 35,192 | — | 3,381 | 38,573 |
Nonqualified Deferred Compensation
| (1) The following amounts are reported as compensation in the fiscal year 2024 “Salary” column of the Summary Compensation Table appearing on page 50. |
Nonqualified Deferred Compensation
| (2) Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table and reflect matching contributions credited to accounts in fiscal year 2024. |
Nonqualified Deferred Compensation
CEO Pay Ratio Under the rules the SEC adopted under the Dodd-Frank Act, we are required to disclose the CEO’s annual total compensation, the median employee’s annual total compensation, and the ratio between the two. For fiscal 2024, we used the same median employee that we had identified as of September 30, 2023 because we believe that there have been no changes in our employee population or our compensation arrangements since September 2023 that would result in a significant change in our pay ratio disclosure or our median employee. To determine our median employee in fiscal 2023, we analyzed the compensation of our employee population as of September 30, 2023 (2,088 employees, excluding deferred closing populations in China, Mexico, and Italy, and our CEO). We then converted all compensation elements to USD, using the foreign exchange rates as in effect on September 30, 2023. Once converted to USD, we calculated the anticipated cash compensation for fiscal 2023, including base salary and annual cash incentives at target. Two employees were identified as the median employee, and we excluded one of the two employees due to the employee’s recent hire date. We then calculated the annual compensation of the median employee using the same methodology used to calculate Mr. Kurdikar’s compensation for the Summary Compensation Table. For fiscal year 2024, the annual total compensation of our CEO was $8,587,472 and the annual total compensation of the median employee was $74,201, for a ratio of 116:1. We believe that the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, Embecta’s ratio may not be comparable to the ratios disclosed by other companies based on a number of factors, including differences in employee populations, different geographic distributions of employees, and the nature of the companies’ businesses. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. “Compensation actually paid” does not correlate to the total amount of cash or equity compensation realized during a fiscal year and is different from any references to “realizable” or “realized” compensation in the Compensation Discussion and Analysis. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, including through performance-based annual incentives and the grant of PSUs as a meaningful component of our compensation program, refer to the Compensation Discussion and Analysis. Pay Versus Performance Table (“PvP Table”)
Nonqualified Deferred Compensation
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | Net Income ($) (million) | Constant Currency Revenue ($) (million)(5) | | 2024 | 8,587,473 | 7,419,886 | 2,183,751 | 1,980,117 | 49.55 | 84.52 | 76.7 | 1,120.5 | | 2023 | 7,464,497 | (1,276,899) | 1,815,985 | 535,986 | 50.82 | 68.52 | 70.4 | 1,134.3 | | 2022(1) | 11,253,966 | 11,143,245 | 2,559,457 | 2,459,573 | 94.82 | 79.69 | 223.6 | 1,114.6 |
Nonqualified Deferred Compensation
| (1) When the Separation was completed on April 1, 2022, Embecta became a reporting company. All changes in fair value during the 2022 year and the performance measures of Net Income and Adjusted Constant Currency Revenue are measured from October 1, 2021 through September 30, 2022. Total Shareholder Return and Peer Group Total Shareholder Return are measured from the date of the Separation through September 30, 2022. |
Nonqualified Deferred Compensation
| (2) The PEO in the compensation columns is Mr. Kurdikar, and the other NEOs (excluding the PEO) in the compensation columns are as follows: (i) for 2022, Mr. Elguicze, Mr. Kumar, Mr. Curtis and Mr. Mann; (ii) for 2023, Mr. Elguicze, Mr. Kumar, Mr. Curtis, Mr. Mann and Mr. Capone; and (iii) for 2024, Mr. Elguicze, Mr. Curtis, Mr. Mann, and Ms. Casner. |
Nonqualified Deferred Compensation
| (3) “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to our other NEOs (excluding the PEO) reflect the following adjustments from the Total Compensation reported in the Summary Compensation Table: |
Nonqualified Deferred Compensation
| | Fiscal Year 2022 | | Fiscal Year 2023 | | Fiscal Year 2024 | | | | PEO | Average Compensation of Non-PEO NEO | PEO | Average Compensation of Non-PEO NEO | PEO | Average Compensation of Non-PEO NEO | | Summary Compensation Total | $11,253,966 | $2,559,457 | $7,464,497 | $1,815,985 | $8,587,473 | $2,183,751 | | Change in Pension Value During Fiscal Year | $0 | $(3,306) | $0 | $0 | $0 | $0 | | Pension Service Cost During Fiscal Year | $0 | $3,825 | $0 | $0 | $0 | $0 | | Grant Date Fair Value of Awards Granted in Fiscal Year | $(9,341,554) | $(1,737,070) | $(5,268,441) | $(821,972) | $(6,250,017) | $(1,195,022) | | Fair Value of Outstanding Unvested Awards Granted in Fiscal Year at Year-End | $8,919,496 | $1,600,130 | $2,348,835 | $322,535 | $5,248,753 | $1,003,631 | | Fair Value of Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $11,088 | $0 | $0 | | Change in Fair Value of Outstanding Unvested Awards Granted in Prior Fiscal Years | $267,216 | $42,192 | $(5,934,491) | $(686,816) | $(344,240) | $(52,376) | | Change in Fair Value of Stock Awards Vested During the Fiscal Year | $44,121 | $(5,655) | $112,701 | $42,280 | $177,917 | $40,133 | | Fair Value as of Prior Fiscal Year-End of Unvested Awards Granted in Prior Fiscal Years | $0 | $0 | $0 | $(147,114) | $0 | $0 | | Compensation Actually Paid | $11,143,245 | $2,459,573 | $(1,276,899) | $535,986 | $7,419,886 | $1,980,117 |
Nonqualified Deferred Compensation
| (4) We selected the Standard & Poor (S&P) Smallcap 600 Health Care Index (referred to herein as the “Index”) as our peer group for purposes of this disclosure. This Index is the same performance peer group used in the Company’s stock performance graph reported pursuant to Item 201(e) of Regulation S-K. |
Nonqualified Deferred Compensation
| (5) We have selected Adjusted Constant Currency Revenue as the most important financial performance measure (that is not otherwise required to be disclosed in the table), which is defined as revenues excluding (i) the Italian payback measure (with respect to fiscal year 2024), (ii) the impact of fluctuations in foreign currency exchange rates by comparing results between periods as if exchange rates had remained constant period-over-period since October 1, 2022 and (iii) revenues derived from contract manufacturing. We selected this measure because the financial metrics we use to link compensation paid to the Company’s NEOs to the Company’s performance for both our Bonus Plan and PSUs are revenues-adjacent measures (as explained in the “Compensation Discussion and Analysis” section of this proxy statement). We have excluded revenues derived from contract manufacturing from this measure to exclude the transient impact of the manufacturing and sale of non-diabetes products to BD, in order to better reflect Embecta’s core injection business and provide a more accurate year over year measure. We believe that this measure reflects Embecta’s ability to innovate and compete in the global marketplace over a multi-year period. Due to the Separation date of April 1, 2022, our 2022 results include pre-Separation revenues for which there was no contract manufacturing revenue to be excluded. For a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measures, please see Appendix A to this proxy statement. |
Nonqualified Deferred Compensation
Analysis of the Information Presented in the Pay Versus Performance Table The following graphs illustrate the relationships between the “compensation actually paid” to our PEO and non-PEO NEOs and the various metrics provided for this PvP analysis.
Nonqualified Deferred Compensation
| 1. | CAP and Company TSR |
Nonqualified Deferred Compensation
The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and Company TSR for the applicable reporting years. All TSR calculations are measured from the date of Separation, April 1, 2022, through the end of the corresponding fiscal years.
Nonqualified Deferred Compensation
| 2. | Company TSR and Peer Group TSR |
Nonqualified Deferred Compensation
The graph below reflects the relationship between the Company TSR and Peer Group TSR for the applicable reporting years. All TSR calculations are measured from the date of Separation, April 1, 2022, through the end of the corresponding fiscal years.
Nonqualified Deferred Compensation
| 3. | CAP and Net Income |
Nonqualified Deferred Compensation
The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and the Company’s GAAP Net Income for the applicable reporting years.
Nonqualified Deferred Compensation
| 4. | CAP vs. Adjusted Constant Currency Revenue |
Nonqualified Deferred Compensation
The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs and Adjusted Constant Currency Revenue* for the applicable reporting years.
Nonqualified Deferred Compensation
| * As explained above in footnote (5) to the PvP Table, for purposes of the Pay Versus Performance analysis we use Adjusted Constant Currency Revenue excluding the Italian payback measure (with respect to fiscal year 2024), revenues derived from contract manufacturing and the impact of fluctuations in foreign currency exchange rates by comparing results between periods as if exchange rates had remained constant period-over-period since October 1, 2022. Due to the Separation date of April 1, 2022, our 2022 results include pre-Separation revenues for which there was no contract manufacturing in our results to be excluded. |
Nonqualified Deferred Compensation
List of Most Important Financial Performance Measures for Fiscal Year 2024 As described in greater detail in the “Our compensation philosophy, objectives and practices” section of this proxy statement, Embecta’s executive compensation program reflects a commitment to pay-for-performance. Listed below are the financial performance measures which in our assessment represent the most important performance measures we used to link compensation actually paid to our NEOs for fiscal year 2024, to Company performance.
Nonqualified Deferred Compensation
| Adjusted Constant Currency Revenue(1)* | | Adjusted Constant Currency Revenue Growth % | | Adjusted EBITDA $* |
Nonqualified Deferred Compensation
| (1) For purposes of this Pay Versus Performance analysis, Adjusted Constant Currency Revenue and Adjusted Constant Currency Revenue Growth % exclude the Italian payback measure (with respect to fiscal year 2024), revenues derived from contract manufacturing and the impact of fluctuations in foreign currency exchange between periods. |
Nonqualified Deferred Compensation
| * For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and insights into how these non-GAAP measures are considered by management, please see Appendix A to this proxy statement. |
Nonqualified Deferred Compensation
Securities owned by certain beneficial owners The following table sets forth information concerning those persons known to Embecta to be the beneficial owner of more than 5% of Embecta’s outstanding common stock, the only class of Embecta capital stock with voting rights. This information is based on filings made by such persons with the SEC. In general, “beneficial ownership” includes those shares that a person has the sole or shared power to vote or dispose of, including shares that the person has the right to acquire within 60 days.
Nonqualified Deferred Compensation
| Name of beneficial owner | Amount and nature of beneficial ownership | Percent of class(1) | | BlackRock, Inc. | 9,427,335(2) | 16.2% | | The Vanguard Group | 7,026,005(3) | 12.1% | | Entities affiliated with American Century Investment Management, Inc. | 3,354,708(4) | 5.8% | | River Road Asset Management, LLC | 3,310,749(5) | 5.7% | | Entities affiliated with Deerfield Mgmt, L.P. | 3,075,335(6) | 5.3% |
Nonqualified Deferred Compensation
| (1) The percentage of shares beneficially owned is calculated based on the number of shares of Embecta common stock outstanding as of December 1, 2024. |
Nonqualified Deferred Compensation
| (2) Based on a Schedule 13G/A filed by BlackRock, Inc. (“Blackrock”) with the SEC dated January 22, 2024. Such information indicates that Blackrock has sole voting power over 9,278,028 of these shares, sole dispositive power over 9,427,335 of these shares, and no shared voting or dispositive power with respect to these shares. According to the Blackrock 13G/A filing, the address of Blackrock is 50 Hudson Yards, New York, NY 10001. |
Nonqualified Deferred Compensation
| (3) Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC dated February 13, 2024. Such information indicates that Vanguard has sole voting power over none of these shares, sole dispositive power over 6,901,851 of these shares, shared voting power over 63,099 of these shares, and shared dispositive power over 124,154 of these shares. According to the Vanguard 13G/A filing, the address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
Nonqualified Deferred Compensation
| (4) Based on a Schedule 13G/A jointly filed by American Century Investment Management, Inc. (“ACIM”), American Century Companies, Inc. (“ACC”) and Stowers Institute for Medical Research (“Stowers,” and together with ACIM and ACC, the “AC Entities”) with the SEC dated November 8, 2024. Such information indicates that the AC Entities have sole voting power over 3,235,919 of these shares, sole dispositive power over 3,354,708 of these shares, and no shared voting or dispositive power with respect to these shares. Such information also indicates that ACC is controlled by Stowers, and that ACIM is a wholly-owned subsidiary of ACC and an investment adviser registered under §203 of the Investment Advisers Act of 1940. According to the AC Entities 13G/A filing, the address of AC Entities is 4500 Main Street, 9th Floor, Kansas City, MO 64111. |
Nonqualified Deferred Compensation
| (5) Based on a Schedule 13G filed by River Road Asset Management, LLC (“River Road”) with the SEC dated January 30, 2024. Such information indicates that River Road has sole voting power over 3,171,702 of these shares, sole dispositive power over 3,310,749 of these shares, and no shared voting or dispositive power with respect to these shares. According to the River Road 13G filing, the address of River Road is 462 S. 4th St., Ste 2000, Louisville, KY 40202. |
Nonqualified Deferred Compensation
| (6) Based on a Schedule 13G jointly filed by Deerfield Mgmt, L.P., Deerfield Management Company, L.P, Deerfield Partners, L.P. and James E. Flynn (together, “Deerfield”) with the SEC dated October 25, 2024. Such information indicates that Deerfield has shared voting power and shared dispositive power over 3,075,335 of these shares, and no sole voting or dispositive power with respect to these shares. Such information also indicates that the shares disclosed therein comprised of shares held by Deerfield Partners, L.P, of which Deerfield Mgmt, L.P. is the general partner and Deerfield Management Company, L.P. is the investment advisor, and that Mr. Flynn’s ownership comprised of shares held by Deerfield Partners, L.P. According to the Deerfield 13G filing, the principal business address of Deerfield is 345 Park Avenue South, 12th Floor, New York, NY 10010. |
Nonqualified Deferred Compensation
Securities owned by directors and management The following table sets forth as of December 1, 2024 information concerning the beneficial ownership of Embecta common stock by (i) each director and nominee, (ii) the NEOs, and (iii) all Embecta directors and executive officers as a group. Each person has the sole power to vote and dispose of the shares he or she beneficially owns. None of Embecta’s directors or executive officers has pledged or hedged against any of the shares listed.
Nonqualified Deferred Compensation
| | Embecta Common Stock | | | Name and address of beneficial owner | Amount and nature of beneficial ownership(1)(2) | Percent of class | | Devdatt (Dev) Kurdikar | 61,224 | * | | David F. Melcher | 30,192 | * | | David J. Albritton | 13,880 | * | | Carrie L. Anderson | 13,880 | * | | Robert (Bob) J. Hombach | 13,886 | * | | Milton M. Morris, Ph.D. | 13,473 | * | | Claire Pomeroy, M.D. | 13,880 | * | | Karen N. Prange | 13,880 | * | | Christopher R. Reidy | 19,421 | * | | Jacob (Jake) Elguicze | 20,782 | * | | Shaun Curtis(3) | 9,817 | * | | Jeff Mann | 16,332 | * | | Jean Casner | 2,868 | | | Directors and executive officers as a group (13 persons) | 243,513 | * |
Nonqualified Deferred Compensation
| * Represents less than 1% of the outstanding Embecta common stock. |
Nonqualified Deferred Compensation
| (1) Includes shares held directly and, pursuant to SEC regulations, shares receivable through the exercise of SARs and TVUs that are exercisable or that will vest within 60 days after December 1, 2024 are deemed to be beneficially owned as of December 1, 2024. |
Nonqualified Deferred Compensation
| (2) The net number of Embecta shares receivable through the exercise of SARs that are exercisable or that will vest within 60 days after December 1, 2024 was calculated using $20.83 per share, which was the closing price of Embecta Common Stock on November 29, 2024. |
Nonqualified Deferred Compensation
| (3) Includes shares held in the GSIP. |
Nonqualified Deferred Compensation
Delinquent Section 16(a) reports Section 16(a) of the Exchange Act requires Embecta’s directors and executive officers to file initial reports of their ownership of Embecta’s equity securities and reports of changes in such ownership with the SEC. Directors and executive officers are required by SEC regulations to furnish Embecta with copies of all Section 16(a) forms they file with respect to Embecta securities. Based solely on a review of copies of such forms and written representations from Embecta’s directors and executive officers, Embecta believes that during fiscal year 2024, all of its directors and executive officers were in compliance with the reporting requirements of Section 16(a). Equity compensation plan information The following table provides certain information as of September 30, 2024 regarding Embecta’s equity compensation plans.
Nonqualified Deferred Compensation
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 4,418,088(1) | $29.11 | 5,071,712(2) | | Equity compensation plans not approved by security holders | 399,724(3) | N/A | —(4) | | Total | 4,817,812 | $29.11 | 5,071,712 |
Nonqualified Deferred Compensation
| (1) Includes 1,760,354 SARs, 1,898,652 TVUs and 759,082 PSUs granted under the 2022 Plan. |
Nonqualified Deferred Compensation
| (2) Represents shares available for issuance under the 2022 Plan. |
Nonqualified Deferred Compensation
| (3) Includes 392,357 shares attributable to the GSIP. It also includes 5,415 Embecta shares held under the DCP and 1,952 Embecta shares held under the DDP, resulting from the transfer of the balances and elections of the corresponding BD plans, but no new elections are allowed in these plans, and no shares are paid out to participants. |
Nonqualified Deferred Compensation
| (4) Not shown are shares attributable to the GSIP. The number of shares that may become deliverable will depend on future elections made by GSIP participants and there are no limits on the number of shares deliverable under the GSIP. |
Nonqualified Deferred Compensation
Deferred Compensation Plan, Directors’ Deferral Plan and the GSIP Information regarding the deferral features of the Directors’ Deferral Plan and the DCP can be found in “Compensation Discussion and Analysis—Other benefits under our executive compensation program.” Under the BD Restoration Plan and the BD Directors’ Deferral Plan, participants were eligible to defer the receipt of certain equity-based awards. Embecta employees and non-employee directors who were previously associated with BD had their balances under the BD Deferred Compensation and Retirement Benefit Restoration Plan or the BD 1996 Directors’ Deferral Plan, as applicable, transferred to the DCP or the Directors’ Deferral Plan, as applicable. The shares credited to the applicable BD plan were credited with the Embecta dividend in the form of notional Embecta shares. Amounts credited to the Embecta common stock accounts of the DCP and Directors’ Deferral Plan are paid out in cash at the time of distribution. The DCP and Directors’ Deferral Plan are not qualified, and participants have an unsecured contractual commitment of Embecta to pay the amounts due under the plan. Information regarding the deferral features of the Directors’ Deferral Plan and the DCP can be found in “Compensation Discussion and Analysis—Other benefits under our executive compensation program.” Proxy solicitation These proxy materials are being mailed or otherwise sent to stockholders of Embecta on or about December 19, 2024 in connection with the solicitation of proxies by the Board for Embecta’s 2025 Annual Meeting to be held at 8:00 a.m. ET on February 12, 2025 at Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey. Embecta’s directors and its officers and other Embecta associates also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on February 12, 2025. This proxy statement and Embecta’s 2024 Annual Report of Stockholders are also available at investors.embecta.com/financials-filings/annual-reports. Stockholders entitled to vote The record date for determining stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting (or any adjournment or postponement thereof) is December 16, 2024. As of such date, there were 58,131,759 shares of Embecta common stock outstanding, each entitled to one vote. Attendance at the 2025 Annual Meeting To attend the 2025 Annual Meeting, you must be a stockholder as of the record date. Stockholders of record who hold their shares directly with our transfer agent, Computershare, will be admitted after providing a form of government identification (i.e., driver’s license). If your shares are held in the name of a bank, broker or other nominee (also known as shares held in “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as a bank or brokerage account statement, to be admitted. Embecta will request appropriate government identification for any person seeking to attend the meeting as a condition of admission. How to vote at the meeting or by proxy Stockholders of record may cast their votes at the meeting. In addition, stockholders of record may cast their votes by proxy, and participants in the Embecta plans described below may submit their voting instructions, by:
Nonqualified Deferred Compensation
| • | using the Internet and voting at the website listed on the enclosed proxy/voting instruction card (the “proxy card”); |
Nonqualified Deferred Compensation
| • | using the telephone number listed on their proxy card; or |
Nonqualified Deferred Compensation
| • | signing, completing and returning the proxy card in the postage-paid envelope provided. |
Nonqualified Deferred Compensation
Votes and voting instructions provided through the Internet and by telephone are authenticated by use of your control number. This procedure allows stockholders to appoint a proxy, and the various plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. If you vote through the Internet or by telephone, you do not need to return your proxy card. In order to be timely processed, voting instructions submitted by participants in the Embecta plans must be received by 11:59 p.m. ET on February 9, 2025. All proxies submitted by record holders through the Internet, by telephone or by mail must be received by 11:59 p.m. ET on February 11, 2025 in order to be timely processed. If you are the beneficial owner of shares held in street name, you can direct your bank, broker or other nominee on how to vote your shares by following the instructions provided to you by your nominee. In the alternative, you may vote in person at the meeting if you obtain a legal proxy from your bank, broker or other nominee and present it at the meeting. Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by properly executed proxies that do not specify voting instructions will be voted in accordance with the recommendations of the Board set forth in this proxy statement. If you hold your shares in street name and do not provide timely voting instructions to your bank, broker or other nominee, your nominee will not be permitted to vote your shares in its discretion on the election of directors (Proposal 1) or the advisory vote to approve named executive officer compensation (Proposal 3), but may still be permitted to vote your shares in their discretion on the ratification of the independent registered public accounting firm (Proposal 2). See “Broker non-votes” below. Broker non-votes A “broker non-vote” occurs when a beneficial owner of shares held by a broker, bank or other nominee fails to provide such record holder with voting instructions on any non-routine matters brought to a vote at the annual meeting. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares only on routine matters, such as the ratification of the selection of the independent registered public accounting firm (Proposal 2), even if the broker does not receive voting instructions from you. Non-routine matters include the election of directors (Proposal 1) and the advisory vote to approve named executive officer compensation (Proposal 3). Your broker does not have discretionary authority to vote on non-routine matters without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters. Quorum; required vote The quorum for the 2025 Annual Meeting is a majority of the outstanding shares of Embecta common stock as of the Record Date represented in person or by proxy. Abstentions and broker non-votes are counted as present to determine whether there is a quorum for the 2025 Annual Meeting. Proposal 1 (Election of Directors). Directors are elected by a majority of the votes cast at the meeting. If a quorum is present, a director nominee will be elected if the number of shares voted “for” a director nominee’s election exceeds 50% of the number of votes cast with respect to that director nominee’s election. As discussed above, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on this proposal without your instructions. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained. If an incumbent director receives a greater number of votes “against” the director’s election than votes “for” such election, the director must offer to submit his or her resignation and the Board will decide whether to accept the offer to resign in accordance with the process described in “Board Practices, Policies and Processes - Majority voting standard for election of directors” above. Proposal 2 (Ratification of Selection of Independent Registered Public Accounting Firm) and Proposal 3 (Advisory Vote To Approve Named Executive Officer Compensation). Approval of each of Proposal 2 and Proposal 3 requires the affirmative vote of a majority of the shares of Embecta common stock present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote thereon. Shares voting “abstain” on any of these proposals will be counted as present for purposes of that proposal and will have the effect of a vote against the proposal. For Proposal 3, which is a non-routine matter, broker non-votes will not be counted as entitled to vote thereon and, accordingly, will have no effect on the outcome of the vote on this proposal. The result of the vote on Proposal 3 is not binding on the Board. In evaluating the stockholder vote on an advisory proposal, the Board will consider the voting results in their entirety. Revocation of proxies or change of instructions A proxy given by a stockholder of record may be revoked or changed by:
Nonqualified Deferred Compensation
| • | sending written notice of revocation to the Corporate Secretary of Embecta at 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054 so that it is received no later than February 11, 2025, or delivering such notice at the meeting, prior to the voting of the proxy, |
Nonqualified Deferred Compensation
| • | delivering a proxy (by one of the methods described above under the heading “How to vote at the meeting or by proxy”) bearing a later date, or |
Nonqualified Deferred Compensation
| • | voting in person by written ballot at the meeting. |
Nonqualified Deferred Compensation
Participants in the plans described above may change their voting instructions by timely delivering new voting instructions by one of the methods described above under the heading “How to vote at the meeting or by proxy.” If you are the beneficial owner of shares held in street name, you may revoke or change your voting instructions in the manner provided by your bank, broker or other nominee, or you may vote in person at the meeting in the manner described above under the heading “How to vote at the meeting or by proxy.” Stockholder proposals or director nominations for 2026 annual stockholder meeting Any proposal that a stockholder wishes to submit for inclusion in Embecta’s proxy materials for Embecta’s 2026 annual stockholder meeting pursuant to SEC Rule 14a-8 must be received by Embecta not later than August 21, 2025. A stockholder’s notice of nomination of one or more director candidates to be included in Embecta’s proxy statement and proxy card pursuant to Article II, Section 8 of our By-Laws (a “proxy access director nomination”) must be received by Embecta not earlier than July 22, 2025 and not later than August 21, 2025. Notice of any other business or director nomination (that is, other than a matter brought pursuant to SEC Rule 14a-8 or a proxy access director nomination) that a stockholder wishes to present for consideration at the 2025 annual stockholder meeting pursuant to the advance notice requirements in Article II, Section 3 of our By-Laws must be received by Embecta not earlier than October 15, 2025 and not later than November 14, 2025. In addition to the requirements set forth in our By-Laws, stockholders who intend to solicit proxies for nominations for election to the Board other than the Company’s nominees in reliance on the universal proxy rule (Rule 14a-19 under the Exchange Act) must also comply with the additional requirements of Rule 14a-19. Any proposal or director nomination submitted by a stockholder in connection with the 2025 annual stockholder meeting must satisfy the applicable information and other requirements specified in Embecta’s By-Laws, which are available on Embecta’s website at investors.embecta.com/corporate-governance/documents-charters. All proposals and nominations, and all supporting materials required by our By-Laws, must be addressed to: Corporate Secretary, Embecta Corp., 300 Kimball Drive, Ste 300, Parsippany, New Jersey 07054. Embecta will not consider any proposal or nomination that is not timely delivered or otherwise does not meet the By-Law and SEC requirements for submitting the proposal or nomination. Householding SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a paper or electronic copy of this proxy statement and the Company’s 2024 Annual Report of Stockholders by visiting www.ProxyVote.com, by calling 1-800-579-1639, or by sending an email to sendmaterial@proxyvote.com prior to January 29, 2025. Other matters The Board is not aware of any matters to be presented at the 2025 Annual Meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting (or any adjournment or postponement thereof), the persons named in the proxy card will vote on such matters in their discretion in accordance with their best judgment. Note about the Embecta website Web links to the Embecta website throughout this document are provided for convenience only. Please note that information on or accessible through the Embecta website is not part of, or incorporated by reference into, this proxy statement. Cautionary note on forward-looking statements Statements in this proxy statement relating to Embecta’s expectations, assumptions or projections about the future, such as statements regarding our growth focuses, brand transition plan and net leverage and debt reduction, are forward-looking statements under the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are based upon our present intent, beliefs or expectations, are not guarantees of future performance and are subject to numerous risks, uncertainties, and changes in circumstances that are difficult to predict. Potential risks and uncertainties and factors that could affect our current expectations include, but are not limited to, those that can be found in our filings with the SEC, including our most recent Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and Embecta expressly disclaims and assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Therefore, you are cautioned not to place undue reliance on these forward-looking statements. Appendix A: Reconciliation of non-GAAP financial measures Presented below are reconciliations of non-GAAP financial measures discussed in this proxy statement to the comparable GAAP financial measures. The presentation of these measures has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the Company’s results as reported under GAAP. Because not all companies use identical calculations, the presentations of these non-GAAP measures may not be comparable to other similarly titled measures of other companies. All figures below are rounded, and totals may not add due to rounding.
Reconciliation of Revenues to Adjusted Constant Currency Revenue (Pay Versus Performance)
Reconciliation of Revenues to Adjusted Constant Currency Revenue (Pay Versus Performance) The Company has selected Adjusted Constant Currency Revenue, which is defined as revenues excluding (i) the Italian payback measure (with respect to the 12 months ended September 30, 2024), (ii) the impact of fluctuations in foreign currency exchange rates by comparing results between periods as if exchange rates had remained constant period-over-period since October 1, 2022 and (iii) revenues derived from contract manufacturing, as the most important financial performance measure (that is not otherwise required to be disclosed in the PvP Table), because the financial metrics used to link compensation paid to the Company’s NEOs to the Company’s performance for both our Bonus Plan and PSUs are revenues-adjacent measures (as explained in the “Compensation Discussion & Analysis” section of this proxy statement). The Company believes it is useful to exclude the Italian payback measure and the the impact of fluctuations in foreign currency exchange rates by comparing results between periods as if exchange rates had remained constant period-over-period since October 1, 2022 in order to evaluate the underlying operating performance of the business and to exclude revenues derived from contract manufacturing to exclude the transient impact of the manufacturing and sale of non-diabetes products to BD, in order to better reflect Embecta’s core injection business and provide a more accurate year over year measure. Appendix A: Reconciliation of non-GAAP financial measures
Reconciliation of Revenues to Adjusted Constant Currency Revenue (Pay Versus Performance)
| U.S. dollars in millions | | | | | | 12 Months Ended September 30, 2022 | 12 Months Ended September 30, 2023 | 12 Months Ended September 30, 2024 | | Revenues | 1,129.5 | 1,120.8 | 1,123.1 | | Italian payback measure(1) | | | 4.1 | | Adjusted Revenues | | | 1,127.2 | | FX impact(3) | | 26.5 | 6.1 | | Revenues derived from contract manufacturing(4) | (14.9) | (13.0) | (12.8) | | Adjusted Constant Currency Revenue (PvP) | 1,114.6 | 1,134.3 | 1,120.5 |