Embecta Corp.
For the period ended Feb 11, 2026. Filed Dec 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 11, 2026 · Filed Dec 18, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☑ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Embecta Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2026 Notice of
Annual Meeting and
Proxy Statement
February 11, 2026 | 8:00 a.m. ET
Letter to our stockholders
Embecta Corp.
300 Kimball Drive, Ste 300
Parsippany, New Jersey 07054
www.embecta.com
December 18, 2025
Dear fellow stockholders,
I’m pleased to invite you to attend the 2026 Annual Meeting of Stockholders (2026 Annual Meeting) of Embecta Corp. (Embecta), to be held virtually at 8:00 a.m. EST on February 11, 2026.
Fiscal year 2025 was a year of strong execution and strategic progress. We completed our global ERP implementation, exceeded our adjusted operating margin targets, and advanced from our “Stand Up” phase to “Seed Growth” — a critical step toward transforming Embecta from an insulin delivery company into a broader medical supplies leader.
Despite a challenging global environment, our scale, resilient supply chain, and experienced teams enabled us to deliver results. Early in the year, we discontinued our patch pump program and implemented restructuring initiatives that improved profitability and enabled us to reduce debt by approximately $185 million while generating strong free cash flow, creating capacity for future growth investments.
We also hosted our inaugural Analyst and Investor Day, where we outlined our phased approach to value creation and reaffirmed our commitment to insulin injection leadership while pursuing new growth opportunities. One of the most promising areas for growth is the GLP-1 space, where we have secured contracts and purchase orders from pharmaceutical partners to co-package Embecta pen needles with potential generic GLP-1 therapies they have in development. We also expanded access to smaller pack configurations to better support GLP-1 administration in several markets.
Our brand transition program is largely complete in the U.S. and Canada, while the global rollout of embecta packaging has started in other global markets and will remain a priority throughout 2026. We also continue to strengthen partnerships in key markets, leveraging our local commercial organizations to provide customers with a broader suite of products that address critical needs for people with diabetes. And we are proud to have earned Great Place to Work® certification in eight countries, reflecting our commitment to an exceptional employee experience.
Looking ahead to fiscal year 2026, we plan to accelerate investments to drive growth while sustaining leadership in our core portfolio. Our plan centers on three strategic priorities:
| • | Grow revenue: Build on our GLP-1 momentum and expand distributed product offerings. |
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| • | Expand our portfolio: Seek to deliver affordable pen needles and syringes, pursue organic innovation, and explore M&A opportunities. |
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| • | Strengthen the core: Continue our global brand transition and enhance operational excellence, with the goal to reduce net leverage and debt to enable future strategic investments. |
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For over a century, Embecta has focused on improving care for people with diabetes. As we look to the future, our approximately 2,000 employees aim to reach far beyond the 30 million individuals we currently serve, guided by our mission to empower people with diabetes today while paving the way for a life unlimited for all.
The accompanying notice of meeting and proxy statement describe the matters to be acted upon at our 2026 Annual Meeting, and we also plan to report on matters of interest to Embecta stockholders. Please take the time to vote so that your shares will be represented. You may vote by proxy online, by telephone, or by completing and mailing the enclosed proxy card in the return envelope provided, or online with your control number during the 2026 Annual Meeting.
Thank you for your continued interest in Embecta as we build on our strong 100-year old legacy to transform into the next stage of our company.
Sincerely,
Devdatt (Dev) Kurdikar
President and Chief Executive Officer
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Notice of annual meeting of stockholders
February 11, 2026
8:00 a.m. Eastern Time
Location: The 2026 Annual Meeting will be held exclusively online at
www.virtualshareholdermeeting.com/EMBC2026
Record Date: December 15, 2025
The Annual Meeting of Stockholders of Embecta Corp., a Delaware corporation (“Embecta” or the “Company”), will be held on Wednesday, February 11, 2026, at 8:00 a.m. Eastern Time (“ET”) (the “2026 Annual Meeting”). The 2026 Annual Meeting will be held virtually via the Internet, and stockholders can attend the 2026 Annual Meeting and vote and submit questions by accessing www.virtualshareholdermeeting.com/EMBC2026. Please refer to page 77 of this proxy statement for additional information on how to attend our annual meeting virtually and on how to vote and submit questions at the annual meeting.
At the 2026 Annual Meeting, stockholders will consider and act upon the following proposals:
| 1. | The election as directors of the seven nominees named in the attached proxy statement for a one-year term |
| 2. | The ratification of the selection of the independent registered public accounting firm |
| 3. | An advisory vote to approve named executive officer compensation |
| 4. | The approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan |
We will also transact such other business as may properly come before the 2026 Annual Meeting, or any adjournment or postponement thereof. These proxy materials are being mailed or otherwise sent to stockholders of Embecta on or about December 18, 2025.
Stockholders of record as of the close of business on December 15, 2025, are entitled to notice of and to vote at the 2026 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
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| How To Vote | |||
| By Mail Sign, complete and return the proxy card in the postage-paid envelope provided | By Telephone 800-690-6903 | Online www.proxyvote.com | Online during the Meeting Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website |
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on February 11, 2026. Embecta’s proxy statement and 2025 Annual Report to Stockholders, which includes Embecta’s consolidated financial statements, are available at investors.embecta.com/financials-filings/annual-reports.
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Proposals to be considered at the 2026 Annual Meeting
| Proposal · Board Recommendation | ||
|---|---|---|
| 1. | The election as directors of the seven nominees named in the attached proxy statement for a one-year term | FOR each of the nominees for director |
| 2. | The ratification of the selection of the independent registered public accounting firm | FOR |
| 3. | An advisory vote to approve named executive officer compensation | FOR |
| 4. | The approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan | FOR |
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| Proposal1 | Election of directors |
|---|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.
Our Board of Directors (the “Board”) currently consists of eight members. Drs. Milton M. Morris and Claire Pomeroy, Mses. Carrie L. Anderson and Karen N. Prange, and Messrs. Robert (Bob) J. Hombach, Devdatt (Dev) Kurdikar and Christopher R. Reidy, each currently serving a term expiring at the 2026 Annual Meeting, have each been nominated for election at the 2026 Annual Meeting for a term expiring at Embecta’s 2027 annual stockholder meeting. As previously announced, LTG (Ret.) David F. Melcher will not be standing for re-election at the 2026 Annual Meeting and will retire from the Board at the end of his current term expiring at the 2026 Annual Meeting.
A more detailed discussion of this proposal and related disclosures can be found beginning on page 1.
| Name · Age · Director Since · Committee Membership | ||
|---|---|---|
| AC · CMDC · CGNC · TQRC | ||
| Directors nominated for election at the 2026 Annual Meeting: | ||
| Carrie L. Anderson Former Executive Vice President and Chief Financial Officer, The Campbell’s Company | 57 | 2022 |
| Robert (Bob) J. Hombach Former Executive Vice President, Chief Financial Officer and Chief Operations Officer, Baxalta Incorporated | 59 | 2022 |
| Devdatt (Dev) Kurdikar President and Chief Executive Officer, Embecta Corp. | 57 | 2022 |
| Milton M. Morris, Ph.D. Former Chairman and Chief Executive Officer, Neuspera Medical, Inc. | 55 | 2022 |
| Claire Pomeroy, M.D.President, The Albert and Mary Lasker Foundation | 70 | 2022 |
| 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. | 61 | 2022 |
| Christopher R. Reidy Retired Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Becton, Dickinson and Company (“BD”) | 69 | 2022 |
| AC - Audit Committee | Chair of the Board |
|---|---|
| CMDC - Compensation and Management Development Committee | Committee Chair |
| CGNC - Corporate Governance and Nominating Committee | Member |
| TQRC - Technology, Quality and Regulatory Committee | Independent |
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Board key attributes
Ensuring that the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders is a top priority of the Board and the Corporate Governance and Nominating Committee (the “Governance Committee”). Our Board composition reflects strong Board practices that support regular refreshment based on Board needs and proactive succession planning.
| Independence | 6 of 7 director nominees of the Board are independent |
|---|---|
| Diverse board representation | 71% of director nominees of the Board are ethnically and/or gender diverse • 3 directors are women • 1 director is Asian • 1 director is African American or Black |
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Director skills and experience
The Board values having directors who possess a wide variety of relevant skills, professional experience, and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of stockholders.
Listed below are certain of the key skills and experience that the Board considers important for our directors to have in light of our current business in order to contribute to the effective leadership and exercise of oversight responsibilities by the Board.
| Medical Device / Medical Professional | Experience with and knowledge of our industry and technologies, as well as our end markets or credentialed or licensed as a professional in any of the medical fields, such as a registered nurse, physician or medical technician. |
| Executive Leadership | Experience in executive-level positions, such as at large multi-national companies, including public company board experience. |
| Global / International Business | Experience in a leadership role at an organization with global or international operations. |
| Financial and Accounting | Experience with financial matters, such as financial markets, financing operations, or accounting and financial reporting processes. |
| Operations and Manufacturing | Experience with and understanding of operations or manufacturing processes. |
| Strategy and Innovation | Experience with understanding evolving markets, competitive landscapes, business development and M&A strategy, or internal product development portfolios. |
| Cybersecurity and Information Systems | Experience implementing or managing: (i) cybersecurity, information or data security risk or threat programs, (ii) information systems, including enterprise resource planning systems, or (iii) possession of a recognized cybersecurity certification or other skills or expertise related to cybersecurity or information systems. |
| Risk / Crisis Management | Experience overseeing enterprise risk management or business continuity planning, including at an enterprise level, experience overseeing product safety compliance programs and policies, or experience with crisis management, such as the implementation or development of strategies designed to help an organization manage sudden or significant events. |
| ESG | Experience working with Environmental, Social and Governance matters and incorporating these pillars into a sustainable company strategy. |
| Institutional Investor Perspective | Experience working with large financial funds, money managers, investment banks, trusts or private equity investors. |
| Regulatory / Compliance | Experience with the regulatory and industry regulations and governing laws, such as FDA device regulations, international requirements and appropriate interactions in regulated sales environments. |
| Payer and Medical Reimbursement | Experience with reimbursable or pharmaceutical products and obtaining reimbursement or coverage through private or government payers. |
| Consumer or Retail | Experience with consumer or retail products, including direct to patient marketing, pharmacy retailers, or online commerce. |
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Director nominees 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.
The following is a summary of our significant corporate governance practices. A further discussion of our governance practices can be found in “Corporate Governance” below.
Corporate Governance Practices
| • | Majority voting standard for election of directors |
| • | 6 out of 7 director nominees are independent |
| • | Lead independent director when Board Chair is not independent |
| • | Rigorous annual board self-evaluation and director re-nomination process |
| • | Proxy access by-law |
| • | Restrictions on corporate political contributions |
| • | Director share ownership requirements |
| • | Overboarding policy |
| • | Annual election of directors |
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| Proposal 2 | Ratification of selection of independent registered public accounting firm |
|---|
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 2026. 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 2026 Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement.
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| Proposal 3 | Advisory vote to approve named executive officer compensation |
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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
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Our compensation objectives and 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 provisions. 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. |
The Compensation Discussion and Analysis beginning on page 32 of this proxy statement describes Embecta’s executive compensation program and the compensation decisions made with respect to our Chief Executive Officer (“CEO”) and the other executive officers named in the Summary Compensation Table on page 52. The Board believes that the information provided in the Compensation Discussion and Analysis and the executive compensation tables demonstrates that our executive compensation programs are appropriately designed, emphasize pay for performance and align management and stockholder interests.
This vote is advisory, which means that it is not binding on Embecta, the Board, or the Compensation and Management Development Committee.
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Proposal 4: Approval of an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4.
At the 2026 Annual Meeting, stockholders will be asked to approve an amendment to the Embecta 2022 Employee and Director Equity-Based Compensation Plan, as amended (the “2022 Plan”). The 2022 Plan amendment, which remains subject to stockholder approval, would increase the number of shares of Embecta common stock authorized for issuance under the 2022 Plan by 2,430,000 shares. The 2022 Plan is an important part of Embecta’s compensation program. It provides a vehicle for the Company to issue compensatory equity awards to eligible nonemployee directors and associates throughout Embecta and in turn increases retention. The use of equity aligns the interests of Embecta’s associates with the interests of our stockholders. Therefore, the Board believes the approval of this proposed amendment to the 2022 Plan is essential to the Company’s ability to attract, motivate and retain talented leaders, associates and directors in an extremely competitive environment.
If the proposed amendment to the 2022 Plan is not approved, we would be required to significantly increase the cash component of our compensation programs by replacing equity awards with cash awards, which does not best align the interests of our associates with the interests of our stockholders.
A more detailed discussion of this proposal and related disclosures can be found beginning on page 70.
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Table of contents
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