Embecta Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Embecta Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2025 Notice of

Annual Meeting and

Proxy Statement

February 12, 2025 | 8:00 a.m. ET

Letter to our stockholders

Embecta Corp.

300 Kimball Drive, Ste 300

Parsippany, New Jersey 07054

www.embecta.com

December 19, 2024

Dear fellow stockholders,

I’m pleased to invite you to attend the 2025 Annual Meeting of Stockholders (2025 Annual Meeting) of Embecta Corp. (Embecta), to be held at 8:00 a.m. ET on February 12, 2025, at the Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey.

Since becoming an independent company, our global team has focused their efforts on strengthening our core business, continuing the process of separating and standing up Embecta as an independent company and investing for growth.

Our core business has remained stable thanks to our long-standing reputation for safe, reliable, and cost-effective injection devices, and we are proud to be a trusted provider of educational resources for clinicians, caregivers and people with diabetes. Meanwhile, we made tremendous progress in setting up our own systems and processes, with all three of our manufacturing sites — and about 98 percent of our revenue — operating on Embecta’s own systems and utilizing our own newly established distribution network and shared services infrastructure.

We identified growth opportunities in key markets by building partnerships that leverage our local commercial organizations to offer customers a broader suite of products that may address critical needs for the people with diabetes they serve. Embecta also filed its first 510(k) submission and received subsequent clearance for such submission from the U.S. Food and Drug Administration (FDA) for our proprietary disposable insulin delivery system. While we ultimately decided to concentrate our resources on our core business and discontinue our insulin patch pump program, achieving FDA clearance represented a significant achievement by the team that developed this innovative and differentiated product.

Building on this record of accomplishment, our focus now moves to the next phase of Embecta’s transformation back to growth. In Fiscal 2025, we will begin to execute a comprehensive brand transition plan, starting with North America. We will continue work to identify new areas to expand our reach and increase our impact, leveraging our core strengths in our global commercial channel and in high-volume, high-quality manufacturing. And we are committed to our goal of refining our processes, eliminating inefficiencies, and optimizing every aspect of our operations to ensure we remain lean, agile, and ready to adapt. By reducing net leverage and debt, we intend to create a stronger financial base that enables us to make future strategic investments and remain resilient, regardless of market conditions.

Our approximately 2,000 employees around the world have accomplished so much in the short time since we became an independent company, and they are eager to have an even greater impact in the year ahead.

The accompanying notice of meeting and proxy statement describe the matters to be acted upon at our 2025 Annual Meeting, and we also plan to report on matters of interest to Embecta stockholders. Whether or not you plan to join us in person, please take the time to vote so that your shares will be represented and voted at the meeting. You may vote by proxy online or by telephone, by completing and mailing the enclosed proxy card in the return envelope provided, or in person at the meeting.

Thank you for your continued interest in Embecta and supporting us as we add to the rich legacy of a 100-year-old business that has made a difference in countless lives.

Sincerely,

Devdatt (Dev) Kurdikar

President and Chief Executive Officer

i

Notice of annual meeting of stockholders

February 12, 2025

8:00 a.m. Eastern Time

Location: Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey

Record Date: December 16, 2024

The Annual Meeting of Stockholders of Embecta Corp., a Delaware corporation (“Embecta” or the “Company”), will be held on Wednesday, February 12, 2025, at 8:00 a.m. Eastern Time (“ET”), at Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, New Jersey (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, stockholders will consider and act upon the following proposals:

We will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. These proxy materials are being mailed or otherwise sent to shareholders of Embecta on or about December 19, 2024.

Stockholders of record as of the close of business on December 16, 2024, are entitled to notice of and to vote at the 2025 Annual Meeting (or any adjournment or postponement thereof).

By order of the Board of Directors,

Jeff Mann

Senior Vice President, General Counsel and Product Development

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

ii

Proposals to be considered at the 2025 Annual Meeting

iii

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

Our Board of Directors (the “Board”) currently consists of nine members. Messrs. Robert (Bob) J. Hombach and Devdatt (Dev) Kurdikar and LTG (Ret.) David F. Melcher, each currently serving a term expiring at the 2025 Annual Meeting, have each been nominated for election at the 2025 Annual Meeting for a term expiring at Embecta’s 2026 annual stockholder meeting. Drs. Milton M. Morris and Claire Pomeroy, Mses. Carrie L. Anderson and Karen N. Prange and Messrs. David J. Albritton and Christopher R. Reidy are each currently serving a term expiring at the 2026 annual stockholder meeting.

A more detailed discussion of this proposal and related disclosures can be found beginning on page 1.

iv

Board key attributes

Ensuring that the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders is a top priority of the Board and the Corporate Governance and Nominating Committee (the “Governance Committee”). Our Board composition reflects strong Board practices that support regular refreshment based on Board needs and proactive succession planning.

v

Director diversity matrix (as of December 1, 2024)

In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board, including veterans of the U.S. military. We are proud to report that of our nine current directors, two are also military veterans.

Director skills and experience

The Board values having directors who possess a wide variety of relevant skills, professional experience, and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders.

Listed below are certain of the key skills and experience that the Board considers important for our directors to have in light of our current business in order to contribute to the effective leadership and exercise of oversight responsibilities by the Board.

vi

Directors skills composition

Governance best practices

Embecta’s commitment to good corporate governance is embodied in our Corporate Governance Principles. The Corporate Governance Principles set forth the Board’s views and practices regarding a number of governance topics. The Governance Committee assesses the Corporate Governance Principles on an ongoing basis in light of current practices.

vii

The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found in “Corporate Governance” below.

Corporate Governance Practices

viii

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

Ernst & Young LLP (“E&Y”) has been selected by the Audit Committee as the Company’s independent registered public accounting firm (referred to herein as the “independent auditors”) for fiscal year 2025. The Audit Committee is solely responsible for the appointment, compensation, retention, and oversight of Embecta’s independent auditors. Stockholders are being asked to ratify the Audit Committee’s selection of E&Y. If ratification is withheld, the Audit Committee will reconsider its selection.

A representative of E&Y is expected to attend the 2025 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.

The Compensation and Management Development Committee’s primary objective in the design of the Embecta compensation program is to fully support the strategic business goals of delivering superior long-term stockholder returns and driving performance to achieve strategic objectives. As such, the program is intended to ensure a high degree of alignment between executive pay and stockholder returns.

CEO target direct compensation mix

ix

Our compensation objectives and 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.

x

Table of contents