Rockwell Automation (ROK) DEF 14ADefinitive proxy

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Rockwell Automation, Inc.

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MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

BLAKE D. MORET

CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

December 11, 2019

 

Dear Fellow Shareowners:

Against the backdrop of a challenging macroeconomic environment, fiscal 2019 was a year of progress for Rockwell Automation, with strong operating performance and strategic investments setting the stage for our continued success.

With an unwavering focus on helping customers meet their productivity and sustainability goals, we continue to make significant investments to further enhance our core industrial automation product portfolio and to increase our competitive differentiation. These investments enabled solid progress in 2019 toward our long-term growth initiatives, resulting in market share gains in our core platforms, faster growth in process industries like Oil & Gas and Mining, and growth outside the United States in Europe and Asia.

In addition, our growth is increasingly supported by strong performance from our Information Solutions and Connected Services, which comprise many of our new software and services offerings that enable customers to further improve their plant floor operations. In fiscal 2019, Information Solutions and Connected Services, or IS/CS for short, continued to grow double digits. Together, these initiatives allowed Rockwell to grow reported and organic sales* by 0.4 percent and 2.8 percent, respectively, in an environment that was difficult for many of our manufacturing customers.

We also achieved a number of significant milestones and accomplishments this year that will benefit us for years to come. Our alliance with PTC, which capped off its first year, enabled strategic wins across a broad range of vertical markets around the world, and helped fuel our strong growth in Information Solutions and Connected Services. Importantly, many of these wins were on top of competitive control platforms. Sensia, our joint venture with Schlumberger, officially opened for business in October. As the first fully integrated digital oilfield automation solutions provider, it is well-positioned to be the most innovative provider of process automation, measurement, and Internet of Things (IoT) solutions for the oil and gas industry.

Rockwell continues to focus its efforts on solutions that drive competitive differentiation as well as high margins, and our profitability performance in fiscal 2019 is further evidence of that focus. From a profitability perspective, Rockwell was once again able to expand segment operating margin and grow Diluted EPS and Adjusted EPS* by 38 percent and 7 percent, respectively. At the same time, Rockwell successfully neutralized the impact of tariffs and delivered another year of 100% free cash flow performance.*

Our capital allocation continues to balance strategic inorganic investment with consistent capital returned to shareowners. In addition to helping customers drive productivity, we continue to look for ways to streamline our own processes and drive internal simplification and productivity, enabling us to increase investments that fund profitable growth. Our strong balance sheet and free cash flow generation give us tremendous flexibility to continue on this path. Over the last five fiscal years we have returned $6 billion of cash to shareowners through dividends and share repurchases, and we expect fiscal 2020 to be another year of shareowner returns that include dividends and share repurchases.

Our acquisition pipeline remains robust. Our key areas of focus for inorganic investments remain the same: Information Solutions and Connected Services, process expertise, and market access in EMEA and Asia. While the size, amount and timing of deals can never be predicted with certainty, we continue to target a point or more of annual growth from acquisitions.

As always, our knowledgeable and highly engaged employees make the difference. We have added new talent at all levels of our organization who are contributing to the innovative products and solutions we are delivering to customers. Our employees are embracing change and demonstrating our company’s values every day, contributing to our success and the success of our customers.

Our relentless focus on customers drives us to find new ways to increase their productivity by playing a larger role in their digital transformation journey. We believe nobody is better positioned to bring Information Technology (IT) and Operational (plant floor) Technology (OT) together, to add a whole new level of productivity and sustainability for industrial companies and their people.

As a pure play, our entire focus is on helping industrial companies and their people be more productive and sustainable. We have no competing priorities and our laser focus allows us to grow revenue and efficiently deploy our resources to deliver high margins, increased earnings, and strong free cash flow. I thank you for your support and look forward to sharing our bright future with you for years to come.

BLAKE D. MORET

Chairman, President and Chief Executive Officer

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NOTICE OF 2020 ANNUAL MEETING OF SHAREOWNERS

MEETING INFORMATION

TUESDAY, FEBRUARY 4, 2020

5:30 p.m. CST

Rockwell Automation Global Headquarters
1201 South Second Street
Milwaukee, WI 53204

TO THE SHAREOWNERS OF ROCKWELL AUTOMATION, INC.

You are cordially invited to attend our 2020 Annual Meeting of Shareowners on Tuesday, February 4, 2020, at 5:30 p.m. (Central Standard Time). The meeting will be held at our Global Headquarters, 1201 South Second Street, Milwaukee, Wisconsin, USA for the following purposes:

Item 1 - to elect as directors the four nominees named in the accompanying proxy statement;

Item 2 - to approve on an advisory basis the compensation of our named executive officers;

Item 3 - to approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2020;

Item 4 - to vote on a proposal to approve the Rockwell Automation, Inc. 2020 Long-Term Incentives Plan;

and to transact such other business as may properly come before the meeting.

RECORD DATE

December 9, 2019

WHO MAY VOTE

You may vote if you were a shareowner of record at the close of business on the December 9, 2019 record date.

IMPORTANT MEETING INFORMATION

You will find information about the business to be conducted at the meeting in the attached proxy statement. At the meeting, you will have a chance to ask questions of general interest to shareowners. You can read about our performance in the accompanying 2019 Annual Report on Form 10-K. In addition, we make available on our Investor Relations website at https://ir.rockwellautomation.com/investors a variety of information for investors.

Your vote is important to us. Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone. If you decide to attend the meeting, you will still be able to vote in person, even if you previously submitted your proxy. If you plan to attend the meeting, please follow the advance registration instructions on the outside back cover page of the proxy statement to obtain an admission card.

DISTRIBUTION

We are furnishing our proxy materials to our shareowners over the internet using “Notice and Access” delivery. We use this method because it reduces the environmental impact of our annual meeting and our print and distribution costs.

By order of the Board of Directors,

REBECCA W. HOUSE

Secretary

December 11, 2019

HOW TO CAST YOUR VOTE: You can vote by any of the following methods:
INTERNET	BY TELEPHONE	BY MAIL	IN PERSON
(www.proxyvote.com) until February 3, 2020	(1-800-690-6903) until February 3, 2020	Complete, sign and return your proxy by mail by January 30, 2020	In person at the Annual Meeting. If you are a shareowner of record, your admission card will serve as proof of ownership. If you hold your shares through a broker, nominee or other intermediary, you must bring proof of ownership to the meeting.
Note: The Board of Directors solicits votes by the execution and prompt return of the accompanying proxy in the enclosed return envelope or by use of the Company’s telephone or internet voting procedures.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

VOTING MATTERS

We are asking you to vote on the following proposals at the Annual Meeting:

ITEM 1.

ELECTION OF DIRECTORS PAGE 21

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ��FOR” THE ELECTION AS DIRECTORS OF THE FOUR NOMINEES.

 

 

BOARD NOMINEES

The following table provides summary information about each director nominee.

Name		Age	Director Tenure	Independent	Committee Memberships
Steven R. Kalmanson Retired Executive Vice President, Kimberly Clark Corporation (consumer package goods)		67	8		Board Composition & Corporate Governance Compensation
James P. Keane President and Chief Executive Officer, Steelcase Inc. (office furniture)		60	8		Audit Compensation
Pam Murphy Chief Operating Officer, Infor, Inc. (business cloud software products provider)		46	<1		Audit Technology
Donald R. Parfet Managing Director, Apjohn Group, LLC (business development) General Partner, Apjohn Ventures Fund (venture capital fund)		67	11		None Lead Independent Director

Directors are elected by a plurality of votes cast, subject to our director resignation policy. If a director is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration. See the subsection entitled “Election of Directors” on page 76 for more information about our director resignation policy.

BOARD AND GOVERNANCE HIGHLIGHTS

■

All directors and nominees are independent except our Chairman

■

Our Lead Independent Director’s responsibilities are outlined in a Lead Independent Director Charter

■

Balanced director tenure with three directors having more than six years of service and four with less than four years of service

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Balanced director ages with five directors under age 60

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Diverse Board, with three female directors and one African-American director

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Highly engaged Board with all directors having attended 88% or more of the total number of meetings of the Board and Committees on which they serve

■

Annual Board, committee, individual director, and Lead Independent Director evaluations and assessment of Board leadership structure

■

By-laws provide for proxy access by shareowners

 

ROCKWELL AUTOMATION | FY2019 PROXY STATEMENT    2

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EXECUTIVE COMPENSATION PAGE 29

 

Our executive compensation program is designed to attract and retain executive talent and emphasize pay for performance. Our compensation program includes base salary, annual incentive compensation, long-term incentives, defined benefit and defined contribution retirement plans, and a very limited perquisite package. Our compensation program includes the following key principles:

■

Compensation decisions are based on a number of factors, including market compensation rates, Company performance against pre-established goals and the relative share performance of the Company compared to the broader stock market, as well as the experience and contributions of individual executives.

■

A significant portion of an executive’s compensation is directly linked to our performance and the creation of shareowner value.

■

Long-term incentives reward management for creating shareowner value and align the financial interests of executives and shareowners.

■

Incentive compensation payouts may vary significantly from year to year based on performance compared to goals.

We seek sustained growth and performance through various activities that depend on our executives for their planning and execution. We believe it is important to align the compensation of our leadership with this growth and performance strategy through pay for performance. We believe our shareowners support this philosophy based on the 93% average rate of shareowner approval of our executive compensation program since the inception of shareowner advisory voting on executive compensation in 2011.

 

ITEM 2.

ADVISORY VOTE ON EXECUTIVE COMPENSATION PAGE 54

We ask our shareowners to approve on an advisory basis the compensation of our named executive officers. We believe our compensation program and practices are appropriate and effective in implementing our compensation philosophy, support achievement of our goals with appropriate levels of risk, and are aligned with shareowner interests. Our executive compensation program includes:

■

a mix of long-term incentives, including stock options, performance shares and restricted stock, to motivate long-term performance and reward executives for absolute gains in share price and relative performance based on total shareowner return compared to the S&P 500 Index;

■

very limited perquisites;

■

stock ownership requirements for officers;

■

annual incentive compensation payouts tied directly to performance and capped at 200% of target, limiting excessive awards for short-term performance;

■

multiple-year vesting of long-term incentive awards;

■

clawback agreements and a recoupment policy; and

■

absence of employment contracts with our named executive officers.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” OUR EXECUTIVE COMPENSATION PROGRAM.

 

ITEM 3.

APPROVAL OF AUDITORS PAGE 57

We ask our shareowners to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending September 30, 2020. Below is summary information about fees paid to Deloitte & Touche LLP for services provided in fiscal 2019 and 2018 (in millions):

Year Ended September 30			2019	2018
Audit Fees		$	5.67	$	5.68
Audit-Related Fees			0.19		0.11
Tax Fees			0.03		0.01
All Other Fees			0.01		0.01
TOTAL		$	5.90	$	5.81

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE SELECTION OF DELOITTE & TOUCHE LLP.

 

ROCKWELL AUTOMATION | FY2019 PROXY STATEMENT    4

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ITEM 4.

APPROVAL OF OUR 2020 LONG-TERM INCENTIVES PLAN PAGE 60

We ask our shareowners to approve our 2020 Long-Term Incentives Plan, which was approved by our Board on October 30, 2019, subject to approval of our shareowners. The complete text of the 2020 Plan is set forth in Appendix A to this proxy statement. Our principal reason for adopting the plan is to make additional shares of common stock available for equity incentive awards for employees and directors. We believe it is important for our employees and directors to have equity incentives directly linked to Company performance and the creation of shareowner value and for the interests of our employees and directors to be aligned with those of our shareowners.

 

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” OUR 2020 LONG-TERM INCENTIVES PLAN.

 

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PROXY STATEMENT

2020 ANNUAL MEETING

The 2020 Annual Meeting of Shareowners of Rockwell Automation, Inc. (the Annual Meeting) will be held at 5:30 p.m. (Central Standard Time) on February 4, 2020, for the purposes set forth in the accompanying Notice of 2020 Annual Meeting of Shareowners. This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (our Board) of proxies to be used at the Annual Meeting and at any adjournment of the Annual Meeting. We will refer to the company in this proxy statement as “we,” “us,” “our,” the “Company” or “Rockwell Automation.”

ROCKWELL AUTOMATION

We are a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Our hardware and software products, solutions and services are designed to meet our customers’ needs to reduce total cost of ownership, maximize asset utilization, improve time to market and reduce enterprise business risk.

The Company continues the business founded as the Allen-Bradley Company in 1903. The privately-owned Allen-Bradley was a leading North American manufacturer of industrial automation equipment when the former Rockwell International Corporation (RIC) purchased it in 1985. We were incorporated in Delaware in connection with a tax-free reorganization completed on December 6, 1996, pursuant to which we divested our former aerospace and defense business (the A&D Business) to The Boeing Company. In the reorganization, RIC contributed all of its businesses, other than the A&D Business, to us and distributed all of our capital stock to RIC’s shareowners. Boeing then acquired RIC.

Our principal executive office is located at 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. Our telephone number is +1 (414) 382-2000, and our website is located at https://www.rockwellautomation.com. Our common stock trades on the New York Stock Exchange (NYSE) under the symbol ROK.

ROCKWELL AUTOMATION | FY2019 PROXY STATEMENT    6

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CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER

DONALD R. PARFET

LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareowners:

On behalf of our Board of Directors, I want to thank you for your investment in the Company. I am honored to serve as the Lead Independent Director, working with a Board that takes very seriously its role in representing you as shareowners. It is my pleasure to share with you the work conducted by the Board this past year that reflects our commitment to good governance practices that facilitate our focus on building long-term shareowner value.

Board Oversight

The Board works closely with the senior leadership team to oversee the Company’s strategy and operations. The successful execution of the Company’s strategy and the creation of long-term value for shareowners is tied to the Board’s proactive, independent, and constructive engagement with management. This year the Board regularly discussed the Company’s strategic initiatives, business development opportunities, enterprise risk management program, compensation and talent management, and environmental, social, and governance initiatives. These are discussed in more detail in this Proxy Statement.

Our discussions included thoughtful deliberation on specific business development opportunities, most notably the creation of Sensia, an oil and gas joint venture with Schlumberger, which began serving customers in October 2019. The Board believes Sensia is aligned with and supports the Company’s strategic initiatives.

Board Refreshment

After the retirement of three directors last year, the size of the Board during most of the year was at nine members. We conducted a structured director search and recruitment process informed by our Board skills assessment work and selected a director best suited to strengthen Board oversight, effectiveness, and diversity. We welcomed our newest Board member, Pam Murphy, the Chief Operating Officer at Infor, Inc., in June 2019. Ms. Murphy’s selection by the Board highlights the Board’s focus on ensuring we have not only the right balance of skills and experiences in the boardroom, but also an appropriate mix of tenure and diversity. We continue to assess Board composition and structure to be sure we have the right expertise to oversee the Company’s strategic initiatives, including expansion of our business globally and the evolution of our product and service portfolio.

Talent Management

In addition to succession planning for senior leadership positions, the Board takes an active role in the oversight of overall talent management. The Board has the opportunity to engage with high potential and emerging leaders who present on their areas of responsibility at Board meetings. We also have informal engagement opportunities with the management team and emerging leaders, some of which are designed to allow the Board to interact with and assess talent throughout the organization without the senior leadership team present. In addition, the Board receives regular updates on the Company’s diversity efforts. Overseeing the Company’s strategy and processes for hiring and retaining diverse talent is a function that the Board takes seriously.

We are grateful for the trust you have placed in us as Board members to oversee the great work being done by the Company. Thank you again for being a valued shareowner.

Sincerely,

DONALD R. PARFET
Lead Independent Director

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GOVERNANCE

Good governance is a critical part of our corporate culture. The following provides an overview of certain of our governance practices and Board attributes:

BOARD OF DIRECTORS Size of Board . 10 Plurality vote with director resignation policy for failure to receive a majority of votes cast in uncontested director elections Lead Independent Director All directors are expected to attend the Annual Meeting Generally directors do not stand for re-election after age 72 BOARD COMPOSITION Number of independent directors - 9 Diverse Board with different backgrounds, experiences and expertise, as well as balanced mix of ages and tenure of service All Board members have experience with corporate governance matters Audit Committee has financial experts Three female directors and one African-American director BOARD PROCESSES Independent directors meet without management present Annual Board and Committee self-assessments and individual director and Lead Independent Director evaluations Board orientation program Guidelines on Corporate Governance approved by Board Board plays active role in strategy and risk oversight Full Board regularly reviews succession planning for CEO and senior management SHAREOWNER RIGHTS Confidential voting policy By-laws provide proxy access to shareowners ALIGNMENT WITH SHAREOWNERS Annual equity grants align interests of directors and officers with those of shareowners Annual advisory approval of executive compensation by shareowners Stock ownership requirements for officers and directors Active shareowner engagement COMPENSATION No employment agreements with officers Limited use of change of control agreements Executive compensation is tied to performance - 85% of CEO pay and 73% of other NEO pay is performance-based Anti-hedging and anti-pledging policies for directors and officers Recoupment policy and clawback agreements INTEGRITY AND COMPLIANCE Code of Conduct for employees, officers and directors Board oversight of Code of Conduct matters relating to senior officers and directors Environmental, health and safety policies Annual training on ethical behavior is required for all employees and bi-annual training for directors Annual Corporate Responsibility Report Commitment to corporate responsibility and sustainability OTHER Employees may vote their shares in Company-sponsored plans An independent inspector tabulates shareowner votes for the Annual Meeting Disclosure Committee ensures timely and accurate disclosures in SEC reports

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OVERVIEW

The Board is responsible for proactively overseeing the business and affairs of the Company, including corporate governance, corporate responsibility, business strategy, business performance, capital management, executive compensation, human capital management, and the Company’s management, including succession and development. The Board is focused on helping the Company achieve long-term value creation for its shareowners and other stakeholders and maintaining the Company’s strong commitment to integrity and ethical conduct in all of the Company’s relationships and business transactions.

BOARD’S ROLE IN RISK OVERSIGHT

The responsibility for managing risk rests with executive management. The Board has primary responsibility for oversight of management’s program of enterprise risk management for the Company. The standing Committees of the Board address the risks related to their respective areas of oversight, and the Audit Committee is responsible for reviewing the overall guidelines and policies that govern our process for risk assessment and management.

Management periodically reports to the Board regarding the system that is used to assess, manage and monitor risks. Management also reports to the Board on the risks it has assessed to be the most significant, together with management’s plans to mitigate those risks. We believe we have an effective risk management system that fosters a culture of appropriate risk taking. We have strong internal processes and a strong control environment to identify and manage risks. We also believe that our current leadership structure, with Mr. Moret serving as both Chairman and CEO, enhances the Board’s effectiveness in overseeing risk. Mr. Moret has extensive knowledge of the Company’s business and operations that helps the Board to identify and address key risks facing the Company. Executive officers are assigned responsibility for managing the risks deemed most significant. Our risk oversight is aligned with the Board’s oversight of the Company’s strategies and business plans. Thus, the Board ordinarily receives reports on the risks implicated by the Company’s strategic decisions concurrent with the deliberations leading to those decisions. The full Board annually receives an update on the enterprise risk management program and from time to time will receive reports from management on enterprise risks that are not specifically assigned to a Committee.

Our risk management system seeks to ensure that the Board is informed of major risks facing the Company. The Audit Committee provides oversight regarding financial risks. The Audit Committee receives regular reports on management policies and practices relating to the Company’s financial statements and the effectiveness of internal controls over financial reporting. The Audit Committee also receives regular reports from the Company’s independent auditors and general auditor, as well as the General Counsel, the Chief Compliance Officer, and the Ombuds, regarding legal and compliance risks. The Compensation Committee considers the risk implications of the incentives created by our compensation programs. The Technology Committee oversees risks related to technology, including information and product and service security. The Board Composition and Corporate Governance Committee oversees governance-related risks, including conflicts of interest, director independence, Board and Committee structure and performance, safety and environmental protection, and Code of Conduct matters including senior executives and directors, among other corporate responsibility matters.

The oversight of cybersecurity risk is the responsibility of multiple Committees and includes annual in-person reviews with the full Board. The Audit Committee reviews cybersecurity risks reported by the Company’s internal audit team related to product and service security, secure development environments, and information security. The Technology Committee conducts an annual review of the cybersecurity risks associated with product and service security and secure development environments, including a detailed review of management action plans to address any audit findings relating to those risks. The full Board receives an annual update on cybersecurity strategy, interim status updates and detailed reviews of management’s plans to address any audit findings and updates on any significant developments related to those findings or any information security incidents.

Our Annual Report on Form 10-K for the year ended September 30, 2019 contains an extensive description of the most significant enterprise risks that we face.

BOARD’S ROLE IN MANAGEMENT SUCCESSION PLANNING

Our Board considers succession planning and development to be a critical part of the Company’s long-term strategy. The Board oversees CEO and senior management succession and development plans and receives regular reports on employee engagement and retention matters. In addition, the Board takes an active role in the oversight of overall talent management and has opportunities to engage with high potential and emerging leaders and interact with and assess talent throughout the organization. At least annually the full Board reviews senior management succession and development plans with our CEO. With regard to CEO succession planning, the Board regularly discusses potential CEO candidates and their development and preparedness.

BOARD’S ROLE IN ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS

Corporate responsibility is an important priority for the Board and the Company. We have a strong commitment to being an ethical and responsible company acting with integrity and respect for each other and the environment, which starts with the tone set by the Board. The Board Composition and Corporate Governance Committee reviews and addresses our diversity and inclusion, environmental protection, sustainability, and charitable giving practices and regularly reports its findings and recommendations to the full Board.

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Sustainability and safety have always been important attributes of our Company. We strive to operate with maximum efficiency across all areas of our business. We have long understood that making efforts to measure, manage, reduce, and report on greenhouse gas emissions is important to our business and to our shareowners and other stakeholders. Our focus has been on investing in programs and initiatives to maximize resource efficiency (energy, water, and waste) to reduce demand and emissions. We have also supplemented those efforts with renewable energy investments. We are committed to demonstrating the highest standards of health and safety for our employees and customers.

We also help our customers achieve their sustainability goals. Our business is to help other companies be more productive and efficient, in turn cutting their energy use and reducing their environmental impacts. Our products, solutions and services are designed to achieve reduced waste, increased energy efficiency, reduced emissions, regulatory and environmental compliance, and safety of personnel, equipment and processes.

We are committed to making a positive impact on the communities in which we live and work. We focus on supporting STEM (science, technology, engineering and math) programs, organizations and opportunities that increase diversity, talent engagement, and disaster relief in communities where our employees, customers, and business partners live and work.

We adhere to a Code of Conduct that applies to all employees and directors. The Code of Conduct is based on principles and laws that guide the decisions and actions of our employees. We are committed to developing a culture of diversity and inclusion where employees are engaged and can and want to do their best work.

SUSTAINABILITY HIGHLIGHTS

We continue to analyze sustainability opportunities in our business operations and our reporting on those opportunities in our disclosures. As part of an ongoing materiality assessment, we are analyzing and will be setting new environmental goals, including possible goals for increasing our use of renewable energy, as well as evaluating other opportunities to minimize the environmental impact of our business operations.

For more information about our governance, sustainability, environmental and social initiatives and accomplishments, please see our Corporate Responsibility Report at www.rockwellautomation.com.

SHAREOWNER ENGAGEMENT

We believe that effective corporate governance should include regular engagement with our shareowners. We are committed to fostering strong relationships and an open dialogue with shareowners through our ongoing program of outreach to shareowners that is management-led and overseen by the Board. During the fall, we invite our largest shareowners (excluding brokerage accounts) to have a call to discuss our corporate governance practices and executive compensation program. We also solicit input on topics of importance to our shareowners. We conduct additional outreach with our largest shareowners during the proxy season, with post-meeting follow-up as appropriate. In the fall of

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2019, we invited shareowners representing approximately 45% of our outstanding shares to calls and had calls with shareowners representing approximately 20% of our outstanding shares. We discussed governance practices and trends, including sustainability practices and board structure, and our executive compensation program, and received feedback on topics important to our shareowners.

Shareowner feedback from our outreach calls and any shareowner letters that we receive are presented to and discussed with our Board. Our Board values the views of shareowners and considers shareowner feedback in establishing and evaluating appropriate policies and practices. Acting in line with shareowner feedback and other input, in the past our Board proactively adopted a proxy access by-law and enhanced disclosure of director skills, Board processes, ESG matters, and the Audit Committee’s review of auditor tenure and rotation in our proxy statement.

We believe that regular engagement with our shareowners helps to strengthen our relationships with shareowners, helps us to better understand shareowner views on our corporate governance practices, and provides us with insights into ESG and compensation topics and trends.

COMMUNICATIONS TO THE BOARD AND OMBUDS

Shareowners and other interested parties may send communications to the Board, an individual director, the Lead Independent Director, the non-management directors as a group, or a Board Committee at the following address:

Rockwell Automation, Inc.

c/o Corporate Secretary
1201 South Second Street
Milwaukee, Wisconsin 53204, USA
Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

In accordance with procedures approved by the Audit Committee, concerns about accounting, internal controls or auditing matters should be reported to the Ombuds as outlined in our Code of Conduct, which is available on our website at https://www.ir.rockwellautomation.com, select “Integrity & Compliance” from the Corporate Governance dropdown menu, then “Rockwell Automation Code of Conduct.” The Code of Conduct is also available in print to any shareowner upon request. The Ombuds is required to report promptly to the Audit Committee all reports of questionable accounting or auditing matters that the Ombuds receives. You may contact the Ombuds by addressing a letter to:

Ombuds
Rockwell Automation, Inc.

1201 South Second Street
Milwaukee, Wisconsin 53204, USA

You may also contact the Ombuds by telephone at
+1 (800) 552-3589 (US only) or +1 (414) 382-8484,
e-mail at ombudsman@ra.rockwell.com,
fax at +1 (414) 382-8485, or,
if you wish to remain anonymous, by going to: https://rockwellautomationombudsman.alertline.com.

LEADERSHIP STRUCTURE

The Board takes a flexible approach to its leadership structure, allowing it to adapt its structure depending on current circumstances. The Board reviews its leadership structure at least annually and will vary that structure in order to ensure effective oversight and operations. The Board regularly evaluates whether to separate or combine the roles of Chairman and CEO, and the leadership structure depends on the current performance of the Company and the experience and knowledge of the CEO. Currently the Board has combined the roles of Chairman and CEO and Mr. Moret serves in both capacities. The Board believes that this structure enhances overall Board effectiveness and interaction with management, and provides the Company with strong, clear leadership and strategic vision.

The Board believes that a unified leadership structure continues to work well, and is the right model for us to successfully execute our strategy. In making this decision, the Board considers the Company’s performance, operating and governance environment, investor feedback, and the Board’s composition, functioning and effectiveness. The Board believes that Mr. Moret has the skills, experience and character to provide the Company with strong and effective leadership, including:

The leadership structure of the Board and Company is further strengthened by:

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LEAD INDEPENDENT DIRECTOR

Our Guidelines on Corporate Governance require the appointment of a Lead Independent Director in the event the Chairman is a management director. The Board believes that this framework further strengthens the leadership of the Company. In February 2016, the Board elected Donald R. Parfet to serve as Lead Independent Director. Mr. Parfet is an experienced director having served as a senior executive of a pharmaceutical company and currently serving as a director of two other public companies, including one of which he serves as non-executive chairman.

The Board adopted a separate charter for the Lead Independent Director to formalize existing practices and strengthen the role. The duties and responsibilities of the Lead Independent Director include: work to ensure the Board functions with appropriate independence from management and other non-independent directors; preside at any meeting of the Board at which the Chairman is not present; preside at all executive sessions of the independent directors; act as a key liaison between the Chairman, the CEO, and the independent directors; call meetings of the independent directors, when necessary; communicate Board feedback to the Chairman and CEO after each Board meeting (except that the Chair of the Compensation Committee will lead the discussion of the performance of the CEO and communicate the Board’s evaluation of that performance to the CEO); collaborate with the Chairman to develop Board meeting agendas; and perform such other duties as the Board may request from time to time. Currently, the Lead Independent Director does not serve on any Committees, but attends all Committee meetings.

The Board’s independent oversight function is further enhanced by the fact that the directors have complete access to management, the Board and the Committees may retain their own advisors, and there is an annual evaluation by the independent Compensation Committee of our CEO’s performance against predetermined goals.

The Board believes the current leadership structure is appropriate for the Company at this time, providing effective independent oversight of management and a highly independent, engaged, and functioning Board.

BOARD MEETINGS AND COMMITTEES

Our business is managed under the direction of the Board. The Board has established four standing committees: the Audit Committee, the Board Composition and Corporate Governance Committee, the Compensation Committee and the Technology Committee, whose principal functions are briefly described below. Each Committee has a written charter that sets forth the duties and responsibilities of the Committee. Current copies of the Committee charters are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx. The Committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2019, the Audit Committee amended its charter to clarify its responsibility for oversight of compliance matters and the Compensation Committee amended its charter to clarify its authority to approve equity awards to employees directly and through delegation to the CEO. The Board Composition and Corporate Governance and Technology Committees did not make any changes to their charters in 2019.

In fiscal 2019, the Board held seven meetings and on three occasions acted by written consent in lieu of a meeting. Eight of the directors attended 100% of the meetings and two directors attended 88% or more of the meetings of the Board and the Committees on which they served. Under our Guidelines on Corporate Governance, directors are expected to attend the Annual Meeting of Shareowners. All directors attended the 2019 Annual Meeting of Shareowners.

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COMMITTEES OF THE BOARD

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INDEPENDENT DIRECTOR SESSIONS

The independent directors meet in executive session without any officer or member of management present in conjunction with regular meetings of the Board and each Committee. The Lead Independent Director presides over independent director sessions of the Board, and Committee Chairs preside over executive sessions of their respective Committees. Following each executive session, the Lead Independent Director and the Committee Chairs discuss with the Chairman and CEO appropriate matters from these sessions.

BOARD AND COMMITTEE EVALUATIONS

The Board and its Committees conduct self-assessments annually at their October/November meetings (other than the Technology Committee, which conducts its annual self-assessment in February). The Board Composition and Corporate Governance Committee annually reviews the style and manner in which the evaluations will be conducted to ensure they are effective for the Company and its strategy. The Board will vary its evaluation approach based on the needs of the Board at any given time and change it from time to time to enable different forms of feedback. The Board uses different approaches for its evaluations, including written questionnaires and in-depth confidential interviews conducted by the Chair of the Board Composition and Governance Committee and has explored the use of a third-party facilitator and including management in the evaluation process. The Chair of the Board Composition and Corporate Governance Committee oversees the Board evaluation process, including the evaluation of the Lead Independent Director. The current annual evaluation process is summarized below.

ACTION DESCRIPTION APPROACH The Board Composition and Corporate Governance Committee annually reviews the manner in which it conducts evaluations. PREPARATION Each director receives materials for the annual evaluation of (i) the Board’s performance and contributions of individual directors, (ii) his or her Committees, and (iii) Lead Independent Director performance. The materials include the Board and Committee self-assessment process, Committee charters, suggested topics for discussion, and information on attendance, Committee composition and meeting agenda items. PERFORMANCE REVIEW Each director is asked to consider a list of questions to assist with the evaluation of the Board, individual directors and Committees, including topics such as Board composition, Committee composition and effectiveness, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, opportunities for improvement and follow through on recommendations. As part of this process, directors are asked to provide feedback on the performance of other directors, including the Lead Independent Director. For fiscal 2019, the Chair of the Board Composition and Corporate Governance Committee held meetings with each director to obtain their feedback. CORPORATE GOVERNANCE REVIEW The Board reviews its Guidelines on Corporate Governance, including the guidelines for determining director independence, and revises them as appropriate to promote effective board functioning, and receives reports from the General Counsel on recent governance developments, regulations and best practices. Each Committee reviews its charter and confirms compliance with all charter requirements. In addition, the Board Composition and Corporate Governance Committee reviews the Board Membership Criteria. EVALUATION REPORT The Chair of the Board Composition and Corporate Governance Committee prepares a written report summarizing the annual evaluation of Board performance, including findings and recommendations. The report is reviewed and discussed by the Board Composition and Corporate Governance Committee and then distributed to the Board for consideration and discussion at the next Board meeting. The Committee Chairs report to the Board on their Committee evaluations, noting any actionable items. Past evaluations have identified a wide range of topics for Board focus such as strategy, Board communications, risk management, acquisitions, and succession planning. ACTIONABLE ITEMS The Board and Committees address areas of focus and any actionable items throughout the year.

ACTION DESCRIPTION APPROACH The Board Composition and Corporate Governance Committee annually reviews the manner in which it conducts evaluations. PREPARATION Each director receives materials for the annual evaluation of (i) the Board’s performance and contributions of individual directors, (ii) his or her Committees, and (iii) Lead Independent Director performance. The materials include the Board and Committee self-assessment process, Committee charters, suggested topics for discussion, and information on attendance, Committee composition and meeting agenda items. PERFORMANCE REVIEW Each director is asked to consider a list of questions to assist with the evaluation of the Board, individual directors and Committees, including topics such as Board composition, Committee composition and effectiveness, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, opportunities for improvement and follow through on recommendations. As part of this process, directors are asked to provide feedback on the performance of other directors, including the Lead Independent Director. For fiscal 2019, the Chair of the Board Composition and Corporate Governance Committee held meetings with each director to obtain their feedback. CORPORATE GOVERNANCE REVIEW The Board reviews its Guidelines on Corporate Governance, including the guidelines for determining director independence, and revises them as appropriate to promote effective board functioning, and receives reports from the General Counsel on recent governance developments, regulations and best practices. Each Committee reviews its charter and confirms compliance with all charter requirements. In addition, the Board Composition and Corporate Governance Committee reviews the Board Membership Criteria. EVALUATION REPORT The Chair of the Board Composition and Corporate Governance Committee prepares a written report summarizing the annual evaluation of Board performance, including findings and recommendations. The report is reviewed and discussed by the Board Composition and Corporate Governance Committee and then distributed to the Board for consideration and discussion at the next Board meeting. The Committee Chairs report to the Board on their Committee evaluations, noting any actionable items. Past evaluations have identified a wide range of topics for Board focus such as strategy, Board communications, risk management, acquisitions, and succession planning. ACTIONABLE ITEMS The Board and Committees address areas of focus and any actionable items throughout the year.

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DIRECTOR EDUCATION

Our Board believes in continuous improvement of Board effectiveness and functioning as well as individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting and risk management issues, ethics and compliance programs, principal officers, and internal and independent auditors.

We also provide directors with regular presentations and memoranda on key business, governance, and other important topics intended to help directors stay current on practices and emerging issues and in carrying out their responsibilities. Directors from time to time tour Company facilities and attend our trade shows and investor events. In addition, directors participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments, and best practices.

RELATED PERSON TRANSACTIONS

The Board adopted a written policy regarding how it will review and approve related person transactions (as defined below). The Board Composition and Corporate Governance Committee is responsible for administering this policy. The policy is available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

The policy defines a related person transaction as any transaction in which the Company is or will be a participant, in which the amount involved exceeds $120,000, and in which any Related Person or any of their immediate family members has or will have a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, and shareowners who own more than 5% of the Company’s securities. The policy sets forth certain transactions, arrangements and relationships not reportable under SEC rules that do not constitute related person transactions.

Under this policy, each director, director nominee and executive officer must report each proposed or existing transaction between us and that individual or any of that individual’s immediate family members to our General Counsel. Our General Counsel will assess and determine whether any transaction reported to her, or of which she learns, constitutes a related person transaction. If our General Counsel determines that a transaction constitutes a related person transaction, she will refer it to the Board Composition and Corporate Governance Committee. The Board Composition and Corporate Governance Committee will approve or ratify a related person transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company and its shareowners. In determining whether to approve or ratify a related person transaction, the Board Composition and Corporate Governance Committee will consider factors it deems appropriate, including:

There are no related person transactions to report in this proxy statement.

Rebecca W. House, the Company’s Senior Vice President, General Counsel and Secretary, is married to a partner in the law firm of Foley & Lardner LLP (Foley). The Company has used Foley to perform various legal services for many years, significantly predating Ms. House joining the Company in January 2017. Ms. House’s spouse does not have a material interest in Foley’s relationship with the Company because he is not involved in providing or supervising services that Foley performs for the Company, he does not receive any direct compensation from the fees the Company pays to Foley, and the fees paid by the Company to Foley in the last fiscal year were less than one-half of one percent of Foley’s annual revenues. Under the Company’s related person transactions policy, the Board Composition and Corporate Governance Committee reviewed the Company’s relationship and transactions with Foley and concluded that they comply with the policy and do not constitute related person transactions. The Board Composition and Corporate Governance Committee also approved additional guidelines that require the Company’s CFO to review and pre-approve any recommendations to engage Foley for legal services. The Company elected to voluntarily disclose its relationship with Foley in this proxy statement.

CORPORATE GOVERNANCE DOCUMENTS

You will find current copies of the following corporate governance documents on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx:

We will provide printed copies of any of these documents to any shareowner upon written request to Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, WI 53204, USA.

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ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Our certificate of incorporation provides that the Board will consist of three classes of directors serving staggered three-year terms that are as nearly equal in number as possible. One class of directors is elected each year with terms extending to the third succeeding Annual Meeting after election.

The terms of four directors expire at the 2020 Annual Meeting. The Board has nominated all four of these current directors, upon the recommendation of the Board Composition and Corporate Governance Committee, for election as directors with terms expiring at the 2023 Annual Meeting.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the four nominees specified in Nominees for Election as Directors with Terms Expiring in 2023 below, subject to applicable NYSE regulations. If for any reason any of these nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee. Alternatively, the Board may decrease the number of directors.

The Board has adopted Guidelines on Corporate Governance that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines on Corporate Governance set forth the Board’s governance practices with respect to leadership structure, Board meetings and access to senior management, director compensation, director qualifications, Board performance, management development and succession planning, director stock ownership, and enterprise risk management. The Guidelines on Corporate Governance are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

The Board Composition and Corporate Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board.

The Committee will consider director candidates recommended by shareowners. Shareowners can recommend director candidates by writing to the Corporate Secretary at Rockwell Automation, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. The recommendation must include the candidate’s name, biographical data and qualifications and any other information required by the SEC to be included in a proxy statement with respect to a director nominee. Any shareowner recommendation must be accompanied by a written statement from the candidate indicating his or her willingness to serve if nominated and elected. The recommending shareowner also must provide evidence of being a shareowner of record of our common stock at that time.

In addition to recommending director candidates to the Committee, shareowners may nominate candidates for election to the Board directly at the Annual Meeting by following the procedures and providing the information set forth in our by-laws. See “Shareowner Proposals for 2021 Annual Meeting” set forth later in this proxy statement. Eligible shareowners may also use our proxy access by-law to nominate candidates for election to our Board provided the shareowners and nominees satisfy specified requirements.

The Committee, the Chairman and CEO or other members of the Board may identify a need to add new members to the Board or fill a vacancy on the Board. In that case, the Committee will initiate a search for qualified director candidates, seeking input from senior management and Board members, and to the extent it deems it appropriate, outside search firms. The Committee will evaluate qualified candidates and then make its recommendation to the Board.

In making its recommendations to the Board with respect to director candidates, the Committee considers various criteria set forth in our Board Membership Criteria (see Exhibit A to the Committee’s Charter), including experience, professional background, specialized expertise, diversity and concern for the best interests of shareowners as a whole. In addition, directors must be of the highest character and integrity, be free of conflicts of interest with the Company, and have sufficient time available to devote to the affairs of the Company. The Committee from time to time reviews with the Board our Board Membership Criteria.

The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.

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We believe that our directors should possess the highest character and integrity and be committed to working constructively with others to oversee the management of the business and affairs of the Company. Our Board Membership Criteria provide that our directors should (i) have a variety of experience and backgrounds, (ii) have high level managerial experience or be accustomed to dealing with complex problems, and (iii) represent the balanced best interests of all shareowners, considering the overall composition and needs of the Board and factors such as diversity, age, and specialized expertise in the areas of corporate governance, finance, industry, international operations, technology and risk management. The Board Membership Criteria attach importance to directors’ experience, ability to collaborate, integrity, ability to provide constructive and direct feedback, lack of bias, and independence. Our Board seeks to maintain members with strong collective abilities that allow it to fulfill its responsibilities.

The Board has determined that all of the Company’s directors are financially literate and possess the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board. In addition, there are seven distinct sets of skills or experience described below that we believe should be represented on our Board to enable the Board to effectively fulfill its governance responsibilities and provide guidance to the management team on the Company’s strategy and execution of that strategy. The Board Composition and Corporate Governance Committee strives to ensure that our directors have an appropriate balance of these talents.

Skills and Experience		Relevance to Rockwell Automation’s Strategy		No. of Directors
Public Company CEO or Executive Leadership, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management, and talent management, and a track record of success in delivering growth strategies. Specific attributes include ability to manage complexity, ethical approach to conducting business, ability to resolve conflict, and ability to lead high-functioning teams.		Rockwell Automation is a large global public company with complex organizational, operational, and business processes. Directors with experience leading large companies provide unique insights on strategy and operations needed to drive strong results and achieve enterprise goals.
Global Business, including a track record of growing market share and revenue in markets around the world; an understanding of how to drive growth in both mature and emerging markets, as well as regulated and free markets; and insight into the talent needs of diverse geographic markets.		Rockwell Automation does business in more than 100 countries. Our global presence is important to our competitive advantage. Directors who understand global business opportunities and challenges and global talent needs provide guidance on how to drive growth in markets around the world.
Financial/Accounting, including an understanding of finance and financial reporting processes, and awareness of strategies to ensure accurate and compliant reporting and robust financial controls. Directors with a financial/accounting background may meet regulatory requirements to be deemed a “Financial Expert”.		Rockwell Automation’s business involves complex financial transactions and reporting. Directors with a high level of financial literacy assist in evaluating our financial position, capital structure, financial strategy, and financial reporting.
Industry/Operational/Manufacturing, including experience in industrial automation and information, knowledge of markets and vertical market segments, exposure to OT and IT and familiarity with operational processes (discrete, hybrid, continuous process), and experience in overseeing manufacturing operations or in developing, marketing, and delivering services/solutions to address manufacturing needs.		Experience in industrial automation and manufacturing industries is key to providing guidance on our growth and performance strategy. Directors with this type of experience provide insight on marketplace dynamics and key performance indicators to drive our strategic plan and business operations.
Relevant Technology and Innovation, including experience in leveraging software technology to solve customer issues, proficiency in commercializing disruptive innovations and developing innovative business models, and knowledge of digitization, mobility, cybersecurity, data management and analysis, and integrated software/hardware.		Rockwell Automation is committed to enabling the next generation of smart manufacturing and the Connected Enterprise. As a company focused on technology and innovation, we value directors with technology experience and knowledge, who can provide important insights on our innovation strategy and execution of that strategy.

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Skills and Experience		Relevance to Rockwell Automation’s Strategy		No. of Directors
Sales and Marketing, including experience growing market share/revenue through innovative marketing and effective selling, a history of building brand awareness and equity, knowledge of how to enhance enterprise reputation and image, and an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers.		Rockwell Automation seeks to grow market share and build brand awareness. Directors with experience in marketing and selling provide effective oversight of this aspect of our growth and performance strategy.
Risk and Governance Oversight, including experience serving on other public company boards and/or committees: a history of overseeing, managing, and mitigating risks, including cybersecurity, regulatory compliance, intellectual property, and customer management; and an understanding of how to assess and develop strategies to address environmental and social issues.		Rockwell Automation prioritizes corporate governance and responsibility. In the ordinary course of business we face various risks, including operating, regulatory compliance, information security, financial risks, and customer management. An understanding of these matters, and experience addressing them, is important for oversight of enterprise risk management and risk mitigation. Directors who have experience with governance issues support our goal of being an ethical and responsible company with strong governance practices.

A continuing priority of the Board is ensuring the Board is composed of directors who bring diverse perspective and viewpoints and have a variety of skills, experiences and backgrounds to enable the Board to effectively fulfill its governance responsibilities and represent the long-term interests of shareowners. The Board is mindful that director tenure is an important consideration in evaluating Board composition.

The Board does not have a formal policy with respect to diversity, but recognizes the value of a diverse Board and thus has included diversity as a factor that is taken into consideration in its Board Membership Criteria. The Board believes that it is important that its members reflect diverse viewpoints so that, as a group, the Board includes a sufficient mix of perspectives to allow the Board best to fulfill its responsibilities to shareowners.

The Board believes that tenure should be discussed and evaluated by the Board from time to time and depends on the Board’s current situation and the needs of the Company. Our Board believes that it contains an ideal balance of newer and longer-tenured directors, so we get the benefit of both fresh perspectives and extensive experience. Three directors have served at least seven years, while four directors were added to the Board in the past three years. The Board believes its current tenure mix is appropriate for the Board at this time and recognizes the merits of a board with balanced tenure. Our directors with longer service are highly valued for their experience and Company-specific knowledge. They have a deep understanding of our business, provide historical context as the Board reviews and evaluates the Company’s strategy, and enhance Board dynamics and the Board’s relationship with management.

The Board regularly reviews director succession and the mix of Board composition, diversity and experience, especially when adding a new member. As part of this process, the Board evaluates the contributions and tenure of current Board members and compares them to the skills that might benefit the Company in light of emerging needs. The Board seeks people with a variety of occupational and personal backgrounds to ensure that the Board benefits from a range of perspectives and to enhance the diversity of the Board in such areas as experience, geography, race, gender, and ethnicity. The Board also conducts annual self-assessments and director evaluations. The Board believes it is in the best position to determine the appropriate length of service for a director and overall board tenure, with its current mix providing for a highly effective and functioning Board. In addition to director refreshment, the Board considers refreshment of continuing directors at the Board Committee level by regularly evaluating and rotating Committee Chairs and members. Changes to Board Committee members were most recently made in June 2019.

Our Board believes its interests are aligned with shareowners both economically and in carrying out its responsibility of oversight of the Company’s strategic priorities and the creation of shareowner value.

Our director compensation program is designed to align director compensation directly with the interests of shareowners by paying a meaningful portion of director compensation in shares of our common stock. To further align their interests with

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shareowners, directors can defer cash fees to restricted stock units that are paid out in shares. In addition, directors are subject to stock ownership requirements. They are required to own shares of our common stock equal in value to five times the portion of the annual retainer payable in cash (with the cash retainer for fiscal 2019 at $95,000). All current directors exceed their ownership requirements, except Ms. Watson, who joined the Board in 2017, and Ms. Murphy, who joined the Board in 2019, though both are on track to meet the requirements within the five-year transition period contained in our stock ownership guidelines. None of our directors receive compensation for their Board service from any source other than the Company.

We seek to maintain a Board with experienced leaders who are familiar with governance issues and compliance with the laws and regulations applicable to our business. Our Board monitors shareowner views and considers shareowner feedback and perspectives in establishing and evaluating Company policies and practices.

Our Guidelines on Corporate Governance require that a substantial majority of the members of the Board be independent directors. For a director to be independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established guidelines, which are contained in our Guidelines on Corporate Governance, to assist it in determining director independence in conformity with the NYSE listing requirements. These guidelines are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

After considering these guidelines and the independence criteria of the NYSE, the Board has determined that none of the current directors, other than Mr. Moret (who is a current employee of the Company), have a material relationship with the Company and each of the directors, other than Mr. Moret, is independent. There were no transactions, relationships or arrangements that required review by the Board for purposes of determining director independence in fiscal 2019.

We have provided certain information about the capabilities, experience and other qualifications of our directors in their profiles. The Board considered these qualifications in particular in concluding that each current director is qualified to serve as a director of the Company. In addition, the Board has determined that each director is financially literate and possesses the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board.

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Steven R. Kalmanson
Age 67 Director since: 2011 Committees: Board Composition and Corporate Governance (Chair) and Compensation   INDEPENDENT	Retired Executive Vice President, Kimberly-Clark Corporation (consumer package goods)
	EXPERIENCE:
	Mr. Kalmanson joined Kimberly-Clark Corporation in 1977 and held various marketing and business management positions within the consumer products businesses. He was appointed President, Adult Care in 1990; President, Child Care in 1992; President, Family Care in 1994; Group President of the Consumer Tissue segment in 1996; Group President-North Atlantic Personal Care in 2004; and Group President-North Atlantic Consumer Products from 2005 until his retirement as Executive Vice President in 2008. Mr. Kalmanson was president and sole owner of Maxair, Inc., an aviation services company, from 1988 to 2011.
	QUALIFICATIONS:   Mr. Kalmanson brings extensive marketing, business and executive management experience to the Board, having served in various senior officer positions for a global public company. Throughout his career, he successfully initiated and managed risk and change to assist in the transformation of Kimberly-Clark from a pulp and paper company to a globally-recognized consumer package goods conglomerate marketing some of the most recognized brands in the world. In addition to his U.S. experience, Mr. Kalmanson has international management experience through his responsibilities for Kimberly-Clark’s European and Canadian businesses and sales organizations, global procurement and supply chain organizations, and marketing research and services organizations. He successfully innovated, restaged and grew Kimberly-Clark’s global consumer brands and businesses. He has experience leading mergers and acquisitions, organizational restructurings and facility closures, and divestitures. In addition, he owned and operated his own aviation services business for over two decades, which gives him insights into economic, operational, regulatory, and other challenges faced by the Company. Mr. Kalmanson was born and raised in Johannesburg, South Africa and received his Bachelor degree in Commerce and holds an M.B.A. from the University of Witwatersrand, Johannesburg, South Africa.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Industry/Operational/Manufacturing	■ Sales and Marketing ■ Risk and Governance Oversight ■ Financial/Accounting

James P. Keane
Age 60 Director since: 2011 Committees: Audit (Chair) and Compensation   INDEPENDENT	President and Chief Executive Officer, Steelcase Inc. (office furniture)
	EXPERIENCE:
	Mr. Keane has served as President and Chief Executive Officer of Steelcase Inc. since 2014. He has held several leadership roles since joining Steelcase in 1997. He served as Senior Vice President and Chief Financial Officer from 2001 through 2006. He was named President of the Steelcase Group in 2006, where he had responsibility for the sales, marketing, and product-development activities of certain brands—primarily in North America. In 2011, he assumed leadership of the Steelcase brand across the Americas and Europe, the Middle East, and Africa. From November 2012 to April 2013, he served as Chief Operating Officer, responsible for the design, engineering and development, manufacturing, sales, and distribution of all brands in all countries where Steelcase does business. From April 2013 to March 2014, Mr. Keane served as President and Chief Operating Officer.
	OTHER LEADERSHIP POSITIONS:
	Mr. Keane has served as a director of Steelcase since April 2013. He also serves as a director or trustee of a number of civic and charitable organizations.
	QUALIFICATIONS:
	As President, Chief Executive Officer and a board member of a global public company, Mr. Keane brings current business experience and knowledge to the Board. Through his executive roles at Steelcase, he has extensive leadership experience and a comprehensive understanding of business operations, processes, and strategy, as well as risk management, sales, marketing, and product development. In addition, he has a high level of financial literacy and accounting experience, having served as CFO of Steelcase. His understanding of financial statements, accounting principles, internal controls, and audit committee functions provides the Board with expertise in addressing the complex financial issues that the Company manages. Mr. Keane received his Bachelor of Science degree in Accounting from the University of Illinois and holds a master’s degree in management from the Kellogg School of Management, Northwestern University.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Financial/Accounting	■ Industry/Operational/Manufacturing ■ Sales and Marketing ■ Risk and Governance Oversight

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Pam Murphy
Age 46 Director since: 2019 Committees: Audit and Technology   INDEPENDENT	Chief Operating Officer, Infor, Inc. (business cloud software products provider)
	EXPERIENCE:
	Ms. Murphy is chief operating officer for Infor, Inc., a global leader in business cloud software products for industry-specific companies and markets. She has held a wide range of roles in operations, finance, sales and consulting in Europe and North America. Before assuming her current role in 2011, she served as Infor’s senior vice president of corporate operations, having joined the company in 2010. Prior to Infor, Ms. Murphy spent 11 years at Oracle Corporation, with responsibility for global sales operations, consulting operations in Europe, Middle East, Africa and field finance for Oracle’s global business units. Before Oracle, she provided strategy, direction and counsel to clients at Andersen Consulting and Arthur Andersen.
	QUALIFICATIONS:
	As Chief Operating Officer of Infor Ms. Murphy leads business operations and strategy, bringing extensive technology, global business, and finance experience to the Board. This expertise and Ms. Murphy’s strong executive leadership and risk management skills were gained in her current role and in previous roles as Infor’s Senior Vice President, Corporate Operations (2010-2011) and as Oracle’s Vice President, Finance & Operations (2007-2010) and Head of Consulting Operations for Europe (2000-2007). Her background and expertise in leading technology companies includes a wide range of responsibilities for global operational and financial functions, which aids in the Board’s oversight of these areas. Ms. Murphy’s experience with building teams to sell to the manufacturing industry, go-to-market solutions, and leading sales and marketing functions brings additional depth to her role on the Board. Ms. Murphy received her Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Financial/Accounting ■ Global Business ■ Industry/Operational/Manufacturing	■ Sales and Marketing ■ Risk and Governance Oversight ■ Relevant Technology and Innovation

Donald R. Parfet
Age 67 Director since: 2008 Lead Independent Director Committees: None.   INDEPENDENT	Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund (venture capital fund)
	EXPERIENCE:
	Mr. Parfet has served as Managing Director of Apjohn Group since 2001. Before that, he served as Senior Vice President of Pharmacia Corporation (pharmaceuticals).
	OTHER LEADERSHIP POSITIONS:
	Mr. Parfet has been a director of Kelly Services, Inc. since 2004, where he serves as non-executive Chairman; and a director of Masco Corporation since 2012, where he serves on the Audit and Organization and Compensation (Chair) Committees. From 2003 until November 2019, Mr. Parfet served as a director of Sierra Oncology, Inc. He also serves as a director or trustee of a number of business, civic, and charitable organizations.
	QUALIFICATIONS:
	Mr. Parfet brings extensive finance and industry experience to the Board. He has served as General Partner of a venture capital fund since 2003. In this role, he is an active investor in early stage pharmaceutical companies, which requires evaluating financial and development risk associated with emerging medicines. During his years at The Upjohn Company and its successor, Pharmacia & Upjohn, he had extensive financial and corporate staff management responsibilities and ultimately senior operational responsibilities for multiple global business units. He is experienced in leading business development, strategic planning, risk assessment, human resource planning, and financial planning and control, as well as the manufacturing of pharmaceuticals, chemicals, and research instruments. Mr. Parfet has board oversight and corporate governance experience from his current service on several other boards. Mr. Parfet received his Bachelor of Arts degree in Economics from the University of Arizona and holds an M.B.A. from the University of Michigan.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Financial/Accounting	■ Industry/Operational/Manufacturing ■ Risk and Governance Oversight

ITEM 1: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION AS DIRECTORS OF THE FOUR NOMINEES DESCRIBED ABOVE.

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CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2021

J. Phillip Holloman
Age 64 Director since: 2013 Committees: Board Composition and Corporate Governance and Compensation   INDEPENDENT	Retired President and Chief Operating Officer, Cintas Corporation (corporate identity uniforms and related business services)
	EXPERIENCE:
	Mr. Holloman served as President and Chief Operating Officer of Cintas Corporation from 2008 to July 2018. He joined Cintas in 1996 and served in various positions, including Vice President – Engineering/Construction from 1996 to 2000, Vice President – Distribution/Production Planning from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005, and Senior Vice President – Global Supply Chain Management from 2005 until 2008.
	OTHER LEADERSHIP POSITIONS:
	Mr. Holloman serves on the Board of Trustees for the University of Cincinnati and as a director or member of several educational and civic organizations.
	QUALIFICATIONS:
	As retired President and Chief Operating Officer of Cintas, Mr. Holloman brings significant leadership and operational and financial oversight experience to our Board. He has extensive knowledge and experience in the areas of process improvement, operations, sales and marketing, and management. During his tenure, he led teams that built 37 new Cintas rental processing facilities and standardized the utilization of automated processing equipment systems. He also implemented a process that reduced the time it took to achieve target operating efficiency by 75 percent. In the area of distribution and production planning, Mr. Holloman and his team, using Six Sigma methodologies, improved profit, service levels, and internal customer satisfaction while reducing inventory levels. He also participated in developing the compensation and benefits strategy for the organization. Mr. Holloman’s leadership and operational experience give him a comprehensive understanding of processes, strategy, risk, and governance management, as well as how to drive change and financial growth. Mr. Holloman received his Bachelor of Science degree in Engineering from the University of Cincinnati.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Industry/Operational/Manufacturing ■ Relevant Technology and Innovation	■ Financial/Accounting ■ Risk and Governance Oversight ■ Sales and Marketing

Lawrence D. Kingsley
Age 56 Director since: 2013 Committees: Technology (Chair) and Board Composition and Corporate Governance   INDEPENDENT	Former Chairman and Chief Executive Officer, Pall Corporation (filtration, separation and purification solutions for fluid management); Advisory Director, Berkshire Partners LLC (investment firm)
	EXPERIENCE:
	Mr. Kingsley was named Chairman of Pall Corporation in 2013 and Chief Executive Officer in 2011, and served in those positions until Danaher Corporation acquired Pall in August 2015. From 2005 to 2011, he served as Chairman and Chief Executive Officer of IDEX Corporation, a company specializing in the development, design, and manufacture of fluid and metering technologies and health and science technologies products. Before joining IDEX, Mr. Kingsley held management positions of increasing responsibility with Danaher Corporation, Kollmorgen Corporation, and Weidmuller Incorporated.
	OTHER LEADERSHIP POSITIONS:
	Mr. Kingsley has been a director of Polaris Industries since 2016, where he serves on the Audit and Technology Committees, and a director of IDEXX Laboratories, Inc. since 2016, where he has been Chairman of the Board since November 2019 and where he serves on the Compensation and Nominating and Governance Committees. He has been an Advisory Director to Berkshire Partners since May 2016. From 2007 until 2012, Mr. Kingsley served as a director of Cooper Industries plc, an industrial electrical components company.
	QUALIFICATIONS:
	As former Chairman and CEO of Pall, a global public company, Mr. Kingsley brings strong executive leadership and business management skills to our Board. He offers in-depth knowledge of and experience in strategic planning, corporate development, and operations analysis. Mr. Kingsley has extensive global experience, having lived in Europe and operated several international businesses. He has insights into the multitude of issues and risks facing public companies and into corporate governance practices through his diverse public company board experience. He also brings significant financial expertise to the Board, including all aspects of financial reporting, corporate finance, executive compensation, and capital markets. Mr. Kingsley also brings valuable expertise from his roles at Pall and IDEX in leading multinational high-technology companies with continued growth. Mr. Kingsley received his Bachelor of Science degree in Industrial Engineering from Clarkson University and an M.B.A. from the College of William and Mary.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Financial/Accounting	■ Relevant Technology and Innovation ■ Industry/Operational/Manufacturing ■ Risk and Governance Oversight

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Lisa A. Payne
Age 61 Director since: 2015 Committees: Compensation (Chair) and Board Composition and Corporate Governance   INDEPENDENT	Former Vice Chairman and Chief Financial Officer, Taubman Centers, Inc. (real estate investment trust)
	EXPERIENCE:
	Ms. Payne served as Vice Chairman and Chief Financial Officer of Taubman Centers, Inc. from 2005 to 2016. She joined Taubman in 1997, serving as the Executive Vice President and Chief Financial and Administrative Officer until 2005. Before joining Taubman, she was an investment banker with Goldman Sachs & Co. for ten years. Ms. Payne also served as Chairman of the Board of Soave Enterprises LLC and President of Soave Real Estate Group (property management) from 2016 through March 2017.
	OTHER LEADERSHIP POSITIONS:
	Ms. Payne served as a director of Taubman from 1997 until March 2016. She has been a director of Masco Corporation since 2006, where she serves on the Audit (Chair) and Organization & Compensation Committees, and a director of J.C. Penney, Inc. since 2016, where she serves on the Audit and Finance & Planning Committees. She is a former trustee of Munder Series Trust and Munder Series Trust II, two open-end management investment companies. She also serves as a director or trustee of several educational and charitable organizations.
	QUALIFICATIONS:
	Ms. Payne brings strong leadership, operational, and finance experience to our Board. During her tenure at Taubman, she led the company through key operational and strategic initiatives. Her executive experience and leadership roles give her critical insights into company operations, growth strategy, competition, and information technology that assists our Board in its oversight function. Her past experience as a CFO and investment banker provide the Board with financial, accounting, and corporate finance expertise. She has a high level of financial literacy and accounting experience that provides the Board with expertise in understanding and overseeing financial reporting and internal controls. In addition, her board and board committee experience at Taubman, Masco, and J.C. Penney give her significant insight into the governance, risk management, and compliance-related matters of public companies. Ms. Payne received her Bachelor of Science degree in Biology from Elizabethtown College and holds an M.B.A. from the Fuqua School of Business Administration, Duke University.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Financial/Accounting	■ Relevant Technology and Innovation ■ Risk and Governance Oversight

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2022

Blake D. Moret
Age 57 Director since: 2016 Committees: None	Chairman of the Board, President and Chief Executive Officer
	EXPERIENCE:
	Mr. Moret became our President and Chief Executive Officer in July 2016, and Chairman of the Board in January 2018. He served as Senior Vice President, Control Products and Solutions, from April 2011 until July 2016.
	OTHER LEADERSHIP POSITIONS:
	Mr. Moret has been a director of PTC, Inc. since July 2018, where he serves on the Corporate Governance Committee and Strategic Partnerships Oversight Committee. He also serves on the Executive Committee of the National Association of Manufacturers (NAM) and as a director or member of a number of business, civic, and community organizations.
	QUALIFICATIONS:
	As our Chairman and CEO, Mr. Moret has proven leadership skills and deep knowledge of the Company and its business operations and strategy. Mr. Moret is accelerating the Company strategy by focusing on understanding customer needs and their best opportunities for productivity, combining our technology and domain expertise to deliver positive business outcomes, and simplifying our customers’ experience. He began his career as a sales trainee with the Company in 1985, serving in senior positions across the organization, including marketing, solutions, services, product groups, and international assignments in Europe and Canada. In his previous role, he served as Senior Vice President of Control Products and Solutions, one of the Company’s two business segments. Mr. Moret contributes his risk and governance oversight skills gained through his experience serving on a public company board. He has a deep understanding of the Company’s values, culture, people, technology, and customers. He understands how to drive change and growth in a changing global economy. Mr. Moret brings valuable insights to the Board regarding our operations, technology, culture, industry trends, competitive positioning, and strategic direction. Mr. Moret received his Bachelor of Science degree in mechanical engineering from the Georgia Institute of Technology.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Industry/Operational/Manufacturing ■ Relevant Technology and Innovation	■ Sales and Marketing ■ Risk and Governance Oversight ■ Financial/Accounting

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Thomas W. Rosamilia
Age 58 Director since: 2016 Committees: Audit and Technology   INDEPENDENT	Senior Vice President, IBM Systems (technology)
	EXPERIENCE:
	Mr. Rosamilia has served as Senior Vice President of IBM Systems since 2013. In this role, he has global responsibility for IBM server and storage systems and software as well as IBM’s Global Business Partners organization. He joined IBM in 1983 as a software developer and has held a series of leadership positions, including General Manager of IBM’s WebSphere software division, General Manager of IBM Systems and Technology Group, Vice President of IBM Corporate Strategy, and most recently as Senior Vice President of IBM Systems and Technology Group and IBM Integrated Supply Chain. In November 2015, he was appointed Economic Advisor to the Governor of Guangdong Province of the People’s Republic of China. Mr. Rosamilia led the global IBM Systems business and acted as a local representative of IBM Corporate Headquarters in Beijing, China from 2017 to 2018.
	OTHER LEADERSHIP POSITIONS:
	Mr. Rosamilia has served on the boards of several charitable and business organizations.
	QUALIFICATIONS:
	Mr. Rosamilia brings a high level of technological, strategic, and global business experience to the Board. Through his leadership experience at IBM, he has a deep understanding of technology development, operations, risk management, security, and strategy. He led IBM’s semiconductor, servers, storage, and system software business; all of IBM’s supply chain; and IBM’s Global Business Partners organization. During that time, he oversaw the transformation of IBM’s Systems & Technology Group business to better address clients’ higher-value, data-driven IT requirements, which included making major investments in strategic businesses and initiatives while exiting businesses that were not aligned with client demands. In 2013, Mr. Rosamilia helped to lead the creation of the OpenPOWER Foundation, a collaboration around open server product design and development. Mr. Rosamilia has also overseen the divestiture of IBM’s global semiconductor manufacturing business and the divestiture of IBM’s x86 server business. As General Manager of IBM Systems & Technology Group’s System z and Power Systems, he was responsible for all facets of both businesses, including strategy, marketing, sales, operations, technology development, and overall financial performance. Mr. Rosamilia received his Bachelor of Science degree, with majors in computer science and economics, from Cornell University. He also completed the IBM Strategic Leadership Forum at Harvard Business School.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Financial/Accounting ■ Industry/Operational/Manufacturing	■ Relevant Technology and Innovation ■ Sales and Marketing ■ Risk and Governance Oversight

Patricia A. Watson
Age 53 Director since: 2017 Committees: Audit and Technology   INDEPENDENT	Former Senior Executive Vice President and Chief Information Officer, Total System Services, Inc. (global payments provider)
	EXPERIENCE:
	Ms. Watson is the former Senior Executive Vice President and Chief Information Officer of Total System Services (TSYS), a role she held until September 2019 when Global Payments, Inc. acquired TSYS. Before joining TSYS, she served as Vice President and Global Chief Information Officer for The Brink’s Company (security and protection). Previously Ms. Watson worked with Bank of America for more than fourteen years in technology positions of increasing responsibility, and spent ten years in the United States Air Force as executive staff officer, flight commander, and director of operations.
	OTHER LEADERSHIP POSITIONS:
	Ms. Watson has been a director of Texas Capital Bancshares since 2016, where she serves on the Audit Committee.
	QUALIFICATIONS:
	As former Senior Executive Vice President and Chief Information Officer of TSYS, Ms. Watson brings extensive technology and executive experience to the Board. Ms. Watson has strong strategic leadership, business, financial oversight, and technical skills. She has experience setting company enterprise technology strategy to enable future global growth. Her background and expertise in information technology and cybersecurity give her critical insights into new technologies, business models, risk identification and management, and talent and strategy. She has valuable experience and knowledge in the areas of audit and control and compliance. She also brings the benefits of service on the board of Texas Capital Bancshares. Ms. Watson holds a Bachelor of Science degree in mathematics from St. Mary’s College at Notre Dame and an M.B.A. from the University of Dayton.
	KEY QUALIFICATIONS:
	■ Executive Leadership ■ Global Business ■ Financial/Accounting	■ Relevant Technology and Innovation ■ Risk and Governance Oversight

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DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain qualified directors, fairly compensate directors for the time they spend in fulfilling their duties, and align their compensation directly with the interests of shareowners. The Board Composition and Corporate Governance Committee determines the form and amount of director compensation, with discussion and approval by the full Board. The Committee relies on Willis Towers Watson to provide advice on director compensation trends. The Committee benchmarks its director compensation on an annual basis relative to proxy data available for companies of similar size. The market data analysis is a significant factor in our compensation determinations. As shown by the use of equity within the director compensation program, the Board believes that a meaningful portion of director compensation should be in the form of our common stock to further align the economic interests of directors and shareowners. Employees who serve as directors do not receive any compensation for their director service.

There are three elements of our director compensation program: an annual retainer, equity awards and Committee fees. The following table describes each element of director compensation for fiscal 2019.

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DEFERRAL ELECTION

Under the terms of our Directors Deferred Compensation Plan, directors may elect to defer all or part of the cash payment of Board retainer or Committee fees until such time as the director specifies, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, under the 2003 Directors Stock Plan, each director has the opportunity each year to defer all or any portion of the annual grant of common stock, cash retainer, common stock retainer and Committee fees by electing to instead receive restricted stock units valued, in the case of cash deferrals, at the closing price of our common stock on the NYSE on the date each payment would otherwise be made in cash.

OTHER BENEFITS

We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and Committee meetings. We also reimburse directors for similar travel, lodging and other expenses for their spouses to accompany them to a limited number of Board meetings held as retreats to which we invite spouses for business purposes. Spouses were invited to one Board meeting in fiscal 2019. The directors’ spouses are generally expected to attend Board meetings held as retreats. From time to time and when available, directors and their spouses are permitted to use our corporate aircraft for travel to Board meetings.

Directors are eligible to participate in a matching gift program under which we match donations made to eligible educational, arts or cultural institutions. Gifts are matched up to an annual calendar year maximum of $10,000. This same program is available to all of our U.S. salaried employees.

Non-management directors are subject to stock ownership requirements. To further align directors’ and shareowners’ economic interests, our Guidelines on Corporate Governance provide that non-management directors are required to own, within five years after joining the Board, shares of our common stock (including restricted stock units) equal in value to five times the portion of the annual retainer that is payable in cash. All directors met the requirements as of September 30, 2019, with Mses. Murphy and Watson, who joined the Board in June 2019 and July 2017, respectively, still within the five-year window.

We made some changes to our director compensation program to simplify it in alignment with market practices. Effective October 1, 2019, and other than as described below, Committee member fees were eliminated, and the annual retainer was changed to $215,000, of which $107,500 will be paid in cash and $107,500 in shares of common stock. The total annual retainer was increased by $25,000 to offset the elimination of Committee member fees and bring annual retainer fees closer to the market median based on a review of companies of similar size. Elimination of separate Committee member fees allows for consistency, simplicity, and flexibility for Committee member rotations. Committee Chair fees remain to reflect the greater workload and responsibilities of directors who serve in these roles. The annual Committee Chair fees for the Board Composition and Corporate Governance Committee and Technology Committee increased from $15,000 to $20,000 to better align with market trends.

During fiscal 2020, annual Lead Independent Director fees will remain at $35,000 and Committee fees will be as follows:

Consistent with fiscal 2019, directors will also receive an annual grant of $40,000 paid in shares of our common stock, not to exceed 1,000 shares, under the 2003 Directors Stock Plan immediately after the Annual Meeting. As described in our ‘Proposal to Approve Our 2020 Long-Term Incentives Plan’ on page 60, future share-based compensation to non-employee directors will be delivered under the proposed 2020 Long-Term Incentives Plan (if approved by our shareowners). Included in the 2020 Long-Term Incentives Plan is an annual limit of $750,000 on total compensation of each non-employee director, including cash- and share-based compensation.

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DIRECTOR COMPENSATION TABLE

The following table shows the total compensation earned by each of our non-employee directors during fiscal 2019.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

Our executive compensation program includes:

	1			2			3			4			5
BASE SALARY			ANNUAL INCENTIVE COMPENSATION			LONG-TERM INCENTIVES			DEFINED BENEFIT AND DEFINED CONTRIBUTION RETIREMENT PLANS			VERY LIMITED PERQUISITE PACKAGE

Fiscal 2019 was a successful year as we continue to find new ways to increase productivity for our customers and play a larger role in their digital transformation journey. We are pleased with our solid operating and financial performance for the year against the backdrop of a challenging macroeconomic environment:

Rockwell Automation has a long-standing and strong orientation toward pay for performance in its executive compensation program. We maintain this orientation throughout economic cycles that may cause fluctuation in our operating results. In light of our pay-for-performance philosophy, the compensation decisions made for fiscal 2019 reflect our Company’s business performance relative to the goals set out for the year. We are performance-oriented and set stretch financial goals, balancing rewards with appropriate risk. Despite above target ROIC performance, we achieved results below the target goals for all other Company-wide measures resulting in fiscal 2019 Annual Incentive Compensation Plan (ICP) awards below target for our named executive officers (NEOs) (average payout of 78% of target). Please reference the ICP measures table below for further information on these and other measures.

For the performance period from October 1, 2016 to September 30, 2019, our three year TSR of 48.7% was above the median (53^rdpercentile) of the companies in the S&P 500 Index. Our strong performance orientation requires performance that significantly exceeds the median (60^th percentile) to earn the targeted number of shares, resulting in 77% of the target number of performance shares being earned for that performance period.

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Early in the year, the Board approved an annual operating plan that reflected our expectations for our performance during fiscal 2019. The annual operating plan called for continued improvement in our financial results from fiscal 2018.

GOAL SETTING PROCESS

The Compensation Committee uses the annual operating plan as the basis for setting goals for sales, Adjusted EPS, ROIC, free cash flow and segment operating earnings under our incentive compensation plans. All annual ICP goals are reset each year, with the requirement in fiscal 2019 that Adjusted EPS and organic sales improve year over year. Our fiscal 2019 organic sales growth target was 5.2% and our Adjusted EPS goal was $9.05, an increase of 11.7% from fiscal 2018 Adjusted EPS. For fiscal 2019, target goals for Adjusted EPS, organic sales growth, and segment operating earnings were set based upon the midpoint of the low and high end of the external guidance range established at the beginning of the fiscal year. The Compensation Committee determined that the ROIC goal of 34% and free cash flow goal of $1,120 million, set at 103% of Adjusted Income, were appropriate based on economic conditions and long-term sales growth expectations.

The Compensation Committee determined that meeting these goals would require significant effort and achievement on the part of the management team and all Company employees in the continued execution of our strategy. The charts below display the fiscal 2019 results relative to the goals set at the beginning of the year for the financial measures in the annual ICP for our CEO.

(1) Please refer to ICP measures table on page 34 for further explanation of how these non-GAAP financial measures are calculated.

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		Supports Pay for Performance
		Supports Attraction and Retention		Current Year Financial and Operational Performance		Long-Term Financial Performance		Creation of Shareowner Value
Salary
Annual ICP
Long-Term Incentives (LTI)
Retirement Plans

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Our strategy is to bring The Connected Enterprise to life by integrating control and information across the enterprise. We deliver customer outcomes by combining advanced industrial automation with the latest information technology. Our growth and performance strategy seeks to:

We believe:

The quality of our leadership has a direct impact on our performance and, with the oversight of the Compensation Committee, we offer compensation plans, programs and policies intended to attract and retain executive talent and “pay for performance,” including the creation of shareowner value.

We believe that a significant portion of an executive’s compensation should be variable and the variable portion (ICP and LTI) directly linked to our performance and the creation of shareowner value. As shown in the charts below, the Compensation Committee planned 85% of the CEO’s target compensation and approximately 73% of the other NEOs’ target compensation to be linked to performance in fiscal 2019.

The Compensation Committee has engaged Willis Towers Watson, its independent compensation advisor, to provide advice on compensation trends and market information. See page 14 for a description of the services provided by Willis Towers Watson to the Company.

We evaluate and take into account market data in setting each element of our officers’ compensation. We define market practice by using the results of surveys of major companies (the Major Companies) provided by Willis Towers Watson and Aon Hewitt (collectively, the Survey Providers). The Willis Towers Watson and Aon Hewitt databases include over 450 and 400 companies, respectively. In setting compensation levels for each element of pay, we analyze data relating to the Major Companies using regression analyses developed by the Survey Providers based on our sales. The market data analysis is typically the starting point for, and a significant factor in, our compensation determinations, but is not the only factor as we also consider the scope of the individual officer’s responsibilities and more subjective factors, such as the Compensation Committee’s (and the CEO’s, in the case of other officers) assessment of the officer’s individual performance and expected future contributions and leadership.

The Compensation Committee assesses the performance of the CEO and sets the CEO’s compensation in executive session without the CEO present. The CEO reviews the performance of our other officers, including the NEOs, with the Compensation Committee and makes recommendations regarding each element of their compensation for the Compensation Committee’s review and approval. The Compensation Committee and the CEO are assisted in their review by Willis Towers Watson and the Senior Vice President, Human Resources. The other NEOs do not play a role in their own compensation determination other than discussing their performance with the CEO.

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EXECUTIVE COMPENSATION BEST PRACTICES

We employ the following best practices to effectively manage our executive compensation program, including:

USE OF TALLY SHEETS

We consider the total compensation (earned or potentially available) for each NEO in establishing each element of compensation. As part of our compensation review process, the Compensation Committee’s independent consultant conducts a total compensation review or “Tally Sheet” study for the Compensation Committee. This review encompasses all elements of compensation, including base salary, annual incentives, LTI grants, perquisites, health benefits, and retirement and termination benefits. This review includes a consideration of amounts to be paid and other benefits accruing to our NEOs upon their retirement or other termination of employment. We consider the potential outcomes of annual incentives and LTI grants under a variety of performance scenarios. We also review the NEOs’ current balances in various compensation and benefit plans. Based upon the results of this analysis, the Compensation Committee concluded that our compensation programs are in line with our compensation philosophy and provide an appropriate range of outcomes tied directly to the Company’s and individual’s performance.

COMPENSATION RISK ASSESSMENT

The Compensation Committee engages Willis Towers Watson annually to conduct a review of all of our compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way that could materially affect the Company. Willis Towers Watson reviews the measures used in each program, the target setting process, and the overall governance of our compensation plans. The 2019 review concluded that we have strong governance procedures and that our plans do not present a material risk to the Company or encourage excessive risk taking by participants.

We do not believe our compensation programs encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

BASE SALARY

We develop base salary guidelines for our officers at the median of the market data. However, the Compensation Committee’s salary decisions also reflect the individual’s responsibilities and more subjective factors, such as the Compensation Committee’s (and the CEO’s, in the case of other officers) assessment of the officer’s individual performance, skills and experience, internal equity, and expected future contributions and leadership. It is the Compensation Committee’s approach to move base salaries (as well as other elements of target total direct compensation) to market median over time when there is a significant promotion or development in role. The Compensation Committee reviews base salaries for our officers every year.

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ANNUAL INCENTIVE COMPENSATION

Our annual incentive compensation plans are designed to reward our executives for achieving pre-determined Company and business segment results and for individual performance. Under our ICP, we establish for each executive at the start of each fiscal year an incentive compensation target equal to a percentage of the individual’s base salary. The target for annual incentive compensation is generally set at the median of the market data. The fiscal 2019 annual target incentive percent of base salary for Messrs. Moret, Goris, Kulaszewicz, and Wlodarczyk and Ms. House were 120%, 70%, 70%, 70%, and 62.5%, respectively. Actual incentive compensation payments under our ICP may be higher or lower than the incentive compensation target based on financial, operating and individual performance as described below. In line with our pay-for-performance orientation, actual ICP payouts vary from year to year based on performance compared to goals.

In the early part of each fiscal year, the CEO reviews with the Compensation Committee the recommended financial goals for the fiscal year for purposes of our ICP. These goals include:

The Compensation Committee approves a set of financial goals, taking into account the CEO’s recommendations, and allocates a weighting of the target incentive compensation among the various goals that it establishes. For fiscal 2019, the Compensation Committee determined in the early part of the year that no payments were to be made under our ICP if Adjusted EPS was less than the previous year’s results.

After the end of the fiscal year, the Compensation Committee and the CEO evaluate our performance and the performance of our business segments and consider the results compared to the pre-established goals. As a starting point, target amounts under our ICP are generally earned if we achieve our financial goals for the year. For fiscal 2019, target payout for Adjusted EPS and organic sales growth was set based upon the midpoint of the low and high end of the external guidance range established at the beginning of the fiscal year. The Committee determined the ROIC goal of 34% and free cash flow goal of $1,120 million, set at 103% of Adjusted Income, as appropriate based on economic conditions and long-term sales growth expectations. In addition to performance relative to pre-established financial goals, awards to each officer under our ICP may be adjusted based on the Compensation Committee’s year-end assessment (and except in the case of the CEO, based on the CEO’s recommendation) as to the individual’s achievement of individual goals and objectives and certain more subjective assessments of leadership acumen and the individual’s expected future contributions. Accordingly, while achieving our financial goals is extremely important in determining our annual incentive compensation, the Compensation Committee maintains discretion to adjust annual incentive compensation, not to exceed the maximum under our Annual Incentive Compensation Plan for Senior Executive Officers (Senior ICP) as described in the following paragraph.

Under our Senior ICP, which applies to the CEO and four other senior executive officers, annual incentive compensation payments to those officers in total may not exceed 1% of our applicable net earnings (as defined in the Senior ICP) with the CEO’s maximum payment not to exceed 35% of the available funds, and each of the other four NEOs’ maximum payouts, respectively, not to exceed 15% of the available funds. The process for determining ICP awards for these individuals is the same as that used for the other ICP participants with the exception being that these individuals are subject to the noted limit on payments. However, consistent with our other ICP participants, payouts are capped at twice the individual’s ICP target.

The fiscal 2019 annual incentive compensation measures for Messrs. Moret and Goris and Ms. House are based upon Company performance and the annual incentive compensation measures for Messrs. Kulaszewicz and Wlodarczyk are based upon a combination of Company performance and the performance of the business segment they supported and led. The following table shows the 2019 Company and segment financial goals used to determine awards under our ICP for fiscal 2019 and our performance compared to those goals:

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LONG-TERM INCENTIVES

The principal purpose of our long-term incentives is to reward management for creating shareowner value and to align the financial interests of management and shareowners. The creation of shareowner value is important not only in absolute terms, but also relative to the value created as compared to other investment alternatives available to our shareowners. Our practice is to make annual grants of LTI awards to executives using a combination of stock options, performance shares and restricted stock.

As a critical element of our executive compensation program, long-term incentives make up the largest component of total pay for our NEOs. We establish long-term incentive values at the median (50^th percentile) of the Major Companies, the same process we use to establish base salary guidelines and ICP target opportunities. The companies used in determining these values are included in the Willis Towers Watson and Aon Hewitt executive compensation databases described above.

The Compensation Committee then considers a variety of factors in determining whether actual grant date values for LTI awards should deviate from the guidelines. These factors include:

The Compensation Committee uses its judgment in considering these factors to ensure there is a strong correlation between pay and performance, a theme prevalent throughout the executive pay program. Actual realized values from these grants will reflect changes in Company stock price over time and how the Company’s stock price performs relative to the S&P 500 Index.

We generally make LTI grants near the beginning of each fiscal year at the same time the Compensation Committee performs its annual management performance evaluation and takes other compensation actions. Annual equity grants for officers occur on the same date as our annual equity grants for our other professional and managerial employees, which in fiscal 2019 was the date of the Compensation Committee’s December 2018 meeting. As the grant date for our annual LTI awards generally occurs on the day the Compensation Committee meeting is held in the first quarter of our fiscal year, the grant date is set in advance when the schedule of Compensation Committee meetings is arranged. We do not grant equity awards in anticipation of the release of material non-public information. Similarly, we do not time the release of information based on equity award grant dates.

The Compensation Committee approves all equity grants for individual officers, and the CEO recommends to the Compensation Committee the equity grants for other executives in total as a group. We also at times award equity grants to new executives as they are hired or promoted during the year. These grants are approved by the Compensation Committee or through CEO delegation, and the grant date is the date the Compensation Committee or CEO approves the grant or, if later, the start date for a new executive or promotion date.

In fiscal 2019, the overall structure of our long-term incentives program for executives continued to have three components. We granted stock options, performance shares and restricted stock at approximately 45%, 40% and 15% of the total LTI value, respectively. This allocation of equity awards takes into account a review of market practice as well as our pay for performance philosophy and strong emphasis on shareowner value creation.

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STOCK OPTIONS

We believe that stock options are an appropriate vehicle to reward management for increases in shareowner value, as they provide no value if our share price does not increase. Our stock option grants vest in 1/3 increments at one, two and three years after the grant date and have a 10-year life. The exercise price of all stock option grants is the fair market value of our stock at the close of trading on the date of the grant. Our long-term incentives plan does not allow us to reprice stock options. Stock options granted to executives and other employees during fiscal 2019 represented approximately 0.8% of outstanding common shares at the end of fiscal 2019. Total options outstanding at the end of fiscal 2019 were approximately 3.7% of outstanding shares at the end of fiscal 2019. The Compensation Committee takes these figures into account when determining the annual stock option grants.

PERFORMANCE SHARES

Performance shares are designed to reward management for our relative performance compared to the companies in the S&P 500 Index over a three-year period. The payouts of performance shares granted will be made in shares of our common stock or cash, as determined by the Compensation Committee, and will range from 0% to 200% of the target number of shares awarded based on our TSR compared to the TSR of the companies in the S&P 500 Index over a three-year period.

The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but TSR is negative, the amount of shares earned will be reduced by 50%.

RESTRICTED STOCK

We grant restricted shares primarily in order to retain high quality executives. Accordingly, restricted shares do not vest until three years after the grant date.

PERQUISITES

During fiscal 2019, our officers received a very limited perquisite package that included personal liability insurance, annual physicals, recreational activities at Board retreats, and, if applicable, relocation assistance and expatriate benefits. Upon retirement, officers may elect to continue the personal liability insurance coverage at their own expense. On occasion, and with the approval of our CEO, an officer may have his or her family member accompany them on the Company plane when traveling on business. Personal use of the Company plane is generally prohibited except as pre-approved by the CEO. If the executive’s or the family member’s travel is personal, the executive incurs taxable income for that travel. We do not in any way compensate the officer for any income tax owed for any personal travel.

OTHER

With regard to other benefits, our NEOs receive the same benefits as other eligible U.S. salaried employees. They participate on the same basis as other eligible U.S. salaried employees in:

The Tax Cuts and Jobs Act of 2017 enacted significant changes to Section 162(m) of the Code effective for our fiscal year 2019, including the repeal of the “performance-based” compensation exemption and the expansion of the definition of “covered employees” to include the chief financial officer position as well as any person who ever was a covered employee for any prior taxable year beginning after December 31, 2016. As a result of these changes, we expect that compensation to NEOs in excess of $1 million will not be deductible by the Company unless it qualifies for limited transition relief that applies to certain arrangements in place as of November 2, 2017 that have not been materially modified on or after that date. Deductibility under Section 162(m) of the Code is one of many factors the Company takes into account in determining executive officer compensation.

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We have change of control agreements with each of the NEOs and certain other officers. These agreements are effective if there is a change of control (as defined in the agreements) on or before September 30, 2022. These agreements are reviewed and renewed every three years.

There are two main purposes of these agreements.

In short, they seek to ensure that we may rely on key executives to continue to manage our business consistent with the Company’s best interests despite concerns for personal risks. We do not believe these agreements encourage our executives to favor or oppose a change of control. We believe these agreements strike a balance where the amounts are neither so low to cause an executive to oppose a change of control nor so high as to cause an executive to favor a change of control.

For a description of the value of the change of control agreements, see “Potential Payments Upon Termination or Change of Control.”

In the case of terminations other than those to which our change of control agreements apply, we have no severance agreements in place with the NEOs. However, in the past we have at times entered into severance agreements with executives upon termination of their employment with the terms and conditions depending upon the individual circumstances of the termination, the transition role we expect from the executive, and our best interests.

We believe our focus on pay for performance is sharpened by aligning closely the financial interests of our officers with those of shareowners. Accordingly, our stock ownership policy sets the following minimum ownership requirements for our officers. Officers must meet these requirements within five years after becoming an officer and are expected to make progress at the rate of 20% of target each year.

Shares owned directly (including restricted shares) or through our savings plans (including share equivalents under our non-qualified savings plans) and the after-tax value of vested unexercised stock options are considered in determining whether an officer meets the requirements, except that no more than 50% of the requirements can be met by the after-tax value of vested unexercised stock options. If officers fall behind expected progress or fail to maintain their required level of ownership, they may not sell any shares of Company common stock until the ownership requirements are met, except that when exercising options or upon vesting of restricted or performance shares, they may sell shares to cover the award price and applicable taxes and are required to retain the net shares until the ownership requirements are met. Also, if an NEO subject to the requirements does not make appropriate progress to meet the requirements, the NEO’s future LTI grants may be adversely affected.

As of November 1, 2019, all NEOs met, or are on pace to meet, the stock ownership requirements.

Under our trading procedures, officers may not engage in any transactions involving Company securities, including gifts and option exercises, without first obtaining pre-clearance of the transaction from our General Counsel or Assistant Secretary. Generally, trading is only permitted during announced trading periods. Employees subject to trading restrictions, including officers, may enter into a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act), that would allow trades outside a trading period. Our policy on Rule 10b5-1 trading plans requires (i) plans to be entered into during an open trading window, (ii) trades to occur during a trading window unless the plan uses a limit price or is used to pay taxes on equity vesting outside a window, (iii) a 60-day wait before the first trade can occur (unless the trade is to cover taxes on equity vesting before then), and (iv) Company approval. Plans can be amended only during an open trading window and cannot be terminated except in extraordinary circumstances, subject in both cases to approval by our General Counsel. We also have (a) an anti-hedging policy that prohibits employees from engaging in any transaction that is designed or intended to hedge or otherwise limit exposure to decreases in the market value of Company stock and (b) an anti-pledging policy that prohibits officers from pledging Company securities.

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The Company entered into agreements with Mr. Moret when he became CEO in July 2016 and Mr. Goris when he became CFO in February 2017, with respect to the reimbursement (or clawback) of certain compensation if the Company is required to restate any financial statements due to material noncompliance with the financial reporting requirements under the federal securities laws. In 2013, we also adopted a recoupment policy that provides that if the Company is required to restate any financial statements for periods from and after fiscal year 2013 due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws, the Company will recover, as determined by the Compensation Committee, from the CEO and CFO any incentive- or equity-based compensation received by the executives from the Company during the 12 months following the public filing of such financial statements and any profits realized by the executives on the sale of Company securities during that 12-month period. Incentive compensation subject to clawback or recoupment includes: ICP, equity-based compensation received, profits realized from the sale of securities of the Company, and other incentive-based compensation.

In addition, our stock option agreements for officers contain certain post-employment restrictive covenants, including two-year non-competition and non-solicitation covenants, that give the Company the right, in the event of a breach, to recoup the gain on any shares of Company common stock acquired upon exercise of any Company stock options during the two years before the date of the officer’s retirement or other termination of employment.

The Board elected Blake D. Moret as the Company’s President and CEO effective July 1, 2016 and as Chairman of the Board effective January 1, 2018. Mr. Moret’s salary was increased 2.7% from $1,100,000 to $1,130,000 during fiscal 2019. The Compensation Committee positioned his salary to approximate the median for CEOs as compared to the Major Companies, using regression analyses developed by the Survey Providers based on our sales.

Mr. Moret’s ICP target as a percentage of base salary effective for fiscal 2019 was 120% and Mr. Moret was awarded an ICP payment of $1,105,600 for fiscal 2019 in December 2019. Mr. Moret’s payment was 82% of his target annual incentive compensation. This is the same payout as other ICP participants on the Company plan. In determining Mr. Moret’s 2019 ICP award, the Compensation Committee considered:

For the performance period October 1, 2016 to September 30, 2019, 77% of the target number of performance shares were earned, resulting in 6,592 shares vesting for Mr. Moret on December 6, 2019.

For fiscal 2019, Mr. Moret was granted stock options for 69,200 shares, 13,260 performance shares at target and 4,380 restricted shares with a grant date fair value of $5,057,901. This amount was determined using the valuation method described in the Grants of Plan-Based Awards Table. The anticipated value of this grant was 11.7% higher than grant date fair value of equity awards granted to Mr. Moret in fiscal 2018 and was set by the Compensation Committee based on the following considerations:

The following line graph compares the cumulative TSR on our common stock against the cumulative total return of the S&P 500 Index and the S&P Electrical Components & Equipment Index for the period of five years from October 1, 2014 to September 30, 2019, assuming in each case a fixed investment of $100 at the performance of the respective closing prices on September 30, 2014 and reinvestment of all dividends. Our cumulative 5-year performance aligned with the S&P 500 Index and outpaced the S&P Electrical Components & Equipment benchmark, both over the same period.

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The cumulative total returns on Rockwell Automation common stock and each Index as of each September 30, 2014-2019 plotted in the above graph are as follows:

We believe the returns to shareowners shown in this graph indicate that our pay-for-performance philosophy and our emphasis on long-term incentives are aligned with the interests of shareowners, and that Mr. Moret’s compensation is appropriate given both the fiscal 2019 and long-term performance of our Company.

In determining the compensation for Messrs. Goris, Kulaszewicz, and Wlodarczyk and Ms. House we considered:

The Committee determined that the salaries for Messrs. Goris, Kulaszewicz, and Wlodarczyk and Ms. House would increase to $577,700, $680,500, $512,500, and $539,300, respectively, effective December 24, 2018, during fiscal 2019.

In determining the fiscal 2019 ICP payouts for Messrs. Goris, Kulaszewicz, and Wlodarczyk and Ms. House, the following factors were considered:

Despite strong ROIC and Control Products & Solutions Operating Earnings performance, we achieved results below the target goals for all other measures resulting in fiscal 2019 ICP awards below target for our NEOs. As a result, in December 2019, Messrs. Goris, Kulaszewicz, and Wlodarczyk and Ms. House were awarded ICP payments of $329,700, $410,000, $205,700, and $274,900, respectively, which represent awards that were 82%, 86%, 57%, and 82%, of target, respectively.

For the performance period October 1, 2016 to September 30, 2019, 77% of the target number of performance shares were earned resulting in 324, 2,449, and 362 shares vesting, respectively, for Messrs. Goris, Kulaszewicz, and Wlodarczyk on December 6, 2019. Ms. House was not employed at the time of the December 6, 2016 grant date.

On December 4, 2018, Mr. Goris was granted stock options for 19,400 shares, 3,720 performance shares at target and 1,230 restricted shares with an aggregate grant date fair value of $1,418,727; Mr. Kulaszewicz was granted stock options for 18,000 shares, 3,450 performance shares at target and 1,140 restricted shares with an aggregate grant date fair value of

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$1,315,892; and Mr. Wlodarczyk and Ms. House were each granted stock options for 13,900 shares, 2,660 performance shares at target and 880 restricted shares with an aggregate grant date fair value of $1,015,458. Consistent with our executive compensation philosophy, in determining these grants, the following factors were considered:

At our 2019 Annual Meeting of Shareowners, 89% of the outstanding shares entitled to vote at the meeting approved the compensation of our NEOs on an advisory basis. Based on this strong endorsement, the Compensation Committee did not implement significant changes in our executive compensation program as a result of such vote. We have changed our compensation review process during fiscal 2019, but this change was not used to make 2019 compensation decisions. Beginning in fiscal 2020, the compensation review process was changed to adopt a defined executive compensation peer group to benchmark executive pay levels and practices. The Compensation Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our executive compensation program supports our recruitment and retention needs.

Following a rigorous process, which included our independent consultant, the Compensation Committee selected companies for inclusion in this peer group (the Compensation Peer Group), based on similarity of industry business focus (includes blend of Industrial Machinery, Electronic Components and Manufacturing Services, and Technology Hardware and Software) and comparable revenue size (0.5 to 2 times our revenue), with market capitalization levels also reviewed and considered. The Compensation Peer Group data was used in conjunction with custom industry market data based on specific industry sectors that best represent our labor market. This benchmark is also size-adjusted based on revenue when benchmarking each compensation component and total target compensation. Our percentage ranking versus the Compensation Peer Group or custom industry benchmarks are near to or above the median revenue. We believe these compensation review process changes provide a more appropriate benchmark that reflects where we compete for talent and aligns to best practices in the market. As explained earlier, benchmark information is used as one of many factors considered by the Committee when making compensation decisions.

BASE SALARY

In fiscal 2020, the salaries for Messrs. Moret, Goris, Kulaszewicz, and Wlodarczyk and Ms. House will be increased effective December 23, 2019 to $1,163,900, $600,000, $700,900, $538,100 and $555,300, respectively. The new base salaries represent annual increases of 3.0% each for Messrs. Moret and Kulaszewicz and Ms. House. The new base salaries represent annual increases of 3.9% and 5.0% for Messrs. Goris and Wlodarczyk, respectively, consistent with our compensation philosophy to bring pay closer to market competitive levels over two to three years following a significant promotion and to recognize development in their roles.

ANNUAL INCENTIVE COMPENSATION

Beginning in fiscal 2020, all of our NEOs’, including the leaders of our business segments, annual incentive compensation measures will be based upon Company performance. For fiscal 2020, NEOs’ annual incentive compensation measures will be subject to ICP financial measures that remain the same as in fiscal 2019 (sales, Adjusted EPS, free cash flow, and ROIC) in recognition of our belief that all executives should be focused on company-wide performance.

Target amounts will generally be earned under our ICP if we achieve our financial goals for the year, and maximum payouts will be earned if we significantly exceed the goals. In determining the payout curves, the Compensation Committee considered:

The Compensation Committee retains the discretion to modify the formula award based on its assessment of our performance. The Compensation Committee has set an Adjusted EPS threshold for minimum payout equal to fiscal 2019 Adjusted EPS performance.

Effective for fiscal 2020, the target as a percentage of base salary for Messrs. Moret and Goris was increased to 130% and 80%, respectively.

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LONG-TERM INCENTIVES

For the fiscal 2020 grants, the overall structure of our LTI program remains unchanged. We calculated the number of options, performance shares and shares of restricted stock using the closing price of our common stock on December 5, 2019, which was the date of grant. The exercise price of options continues to be the closing price on the date of the grant. The Compensation Committee approved at its December 2019 meeting the following grants of equity awards to the NEOs for fiscal 2020:

The performance shares and restricted stock grant agreements have terms and conditions that are the same as the grants made in fiscal year 2019. See footnotes 2 and 4 to the Grants of Plan-Based Awards Table.

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SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of each of the NEOs for the fiscal years ended September 30, 2019, 2018 and 2017.

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The following table describes each element of the All Other Compensation column in the Summary Compensation Table for fiscal 2019.

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about equity and non-equity awards made to the NEOs in fiscal 2019.

These columns show the potential value of the cash payout for each named executive officer under the ICP for fiscal 2019 if the threshold, target and maximum goals are met. For each named executive officer, an incentive compensation target equal to a percentage of the individual’s base salary is set at the beginning of the year. Amounts shown are based on base salary at September 30, 2019. Actual ICP payments may be higher or lower than the target based on financial, operating and individual performance. The Compensation Committee has discretion to change the amount of any award irrespective of whether the measures are met. Incentive compensation payments under the Senior ICP may not exceed 1% of our applicable net earnings (as defined in the Senior ICP). However, consistent with our other ICP participants, payouts are capped at twice the individual’s ICP target. 

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table provides information about equity awards made to the named executive officers that are outstanding as of September 30, 2019.