Rockwell Automation (ROK) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Rockwell Automation, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

BLAKE D. MORET CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

“THE VOLATILITY OF THE PAST FIVE YEARS HAS CHALLENGED THE ENTIRE INDUSTRY, BUT WE HAVE REASON TO BE OPTIMISTIC, EVEN EXCITED, AS WE ENTER 2025.”

Dear Fellow Shareowners:

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NOTICE OF 2025 ANNUAL MEETING OF SHAREOWNERS
MEETING INFORMATION

NOTICE OF 2025 ANNUAL MEETING OF SHAREOWNERS

HOW TO CAST YOUR VOTE: You can vote by any of the following methods:
INTERNET (www.proxyvote.com) until February 3, 2025	BY TELEPHONE (1-800-690-6903) until February 3, 2025	BY MAIL Complete, sign and return your proxy by mail by January 31, 2025	IN-PERSON In-person at the Annual 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. * If you are voting in-person at the Annual Meeting, you must provide proof of ownership. 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.

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PROXY SUMMARY
BOARD AND GOVERNANCE HIGHLIGHTS

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.

1
	Election as directors of the four nominees named in this proxy statement
	The Board recommends a vote FOR each Director nominee. See page 18

BOARD AND GOVERNANCE HIGHLIGHTS

ROCKWELL AUTOMATION  |  FY2025 PROXY STATEMENT    1

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PROXY SUMMARY
BOARD AND GOVERNANCE HIGHLIGHTS

SUMMARY OF BOARD COMPOSITION

The following chart highlights Board composition and certain key attributes of our director nominees and continuing directors on the Board. Additional information about each director’s experience and qualifications is set forth in their profiles.

CURRENT DIRECTOR HIGHLIGHTS

	AGE				TENURE				GENDER AND ETHNICITY

	DIRECTOR EXPERIENCE				ATTENDANCE RATE   PER DIRECTOR IN FY24
				9 directors attended every meeting   2 directors each missed one committee meeting

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PROXY SUMMARY
EXECUTIVE COMPENSATION

2
	Advisory vote to approve the compensation of our named executive officers
	The Board recommends a vote FOR this proposal. See page 37

EXECUTIVE COMPENSATION

Our compensation philosophy is designed to attract, retain, and motivate the high caliber executive talent necessary to deliver long term and sustained performance to our shareowners, customers, and other stakeholders. The philosophy is implemented through our executive compensation programs that provide flexible and effective total compensation opportunities relative to our corporate performance and are aligned with shareowner interests as discussed further in the Compensation Discussion & Analysis section. Our executive compensation program includes:

								2024 Total Target Direct Compensation Mix
Element		Form of Award		Description		Period		CEO		Other NEOs
Base Salary		Cash		Competitive pay based on scope, experience, individual performance, and internal alignment.		One year
Annual Incentive (ICP)		Cash		Plan performance is based on four key financial goals with plus or minus adjustment up to 10% of target incentive for performance against strategic goals on our four cultural tenets. We also have payout modifiers based on performance to segment, team, or individual goals. Actual payouts can range from zero to 200% of target incentive.		One year
Long-Term Incentive (LTI)		Performance Shares (40%)		Realized value based on TSR (total shareowner return) performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment). Payout can range from zero to 200% of target.		Vest after three years
		Stock Options (30%)		Realized value based on appreciation in stock price relative to original grant price. Appreciation can be realized during the ten-year life of the award.		Vest over three years in three equal annual installments
		Restricted Stock Units (30%)		Realized value based on our stock price performance.		Vest over three years in three equal annual installments

Our performance metrics included within our incentive plans are aligned with shareowner interests of a strong focus on profitability, growth, cash generation, and alignment to strategic goals that deliver shareowner value.

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 and compensation outcomes. The fiscal 2024 compensation of our NEOs, as explained in the Fiscal 2024 Compensation Decisions section below, aligns with our annual and long-term performance and shareowners’ interests including:

ROCKWELL AUTOMATION  |  FY2025 PROXY STATEMENT    3

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PROXY SUMMARY
EXECUTIVE COMPENSATION

3
	Vote to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025
	The Board recommends a vote FOR this proposal. See page 68

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CORPORATE GOVERNANCE
LEAD INDEPENDENT DIRECTOR LETTER

CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER

JAMES P. KEANE LEAD INDEPENDENT DIRECTOR

“OUR GOOD GOVERNANCE PRACTICES HELP ENSURE THAT THE DECISIONS WE MAKE THROUGH ALL MARKET CONDITIONS ARE ALIGNED WITH SHAREOWNER INTERESTS AND ARE DESIGNED TO INCREASE LONG-TERM SHAREOWNER VALUE.”

Dear Fellow Shareowners:

On behalf of the Board of Directors, thank you for your investment in Rockwell Automation and the trust you place in us. It continues to be a privilege to serve as Lead Independent Director and to be part of this highly qualified, diverse Board of Directors.

Our Board takes the responsibility to oversee the company’s strategy and risks seriously. As Lead Independent Director, I work closely with the Chairman and CEO to facilitate open and regular communication with the management team. Throughout fiscal 2024, the Board was actively engaged in overseeing the company’s performance and supporting the management team as it took actions to address short-term performance consistent with the company’s long-term strategy. Our good governance practices help ensure that the decisions we make through all market conditions are aligned with shareowner interests and are designed to increase long-term shareowner value.

BOARD COMPOSITION

Good governance starts with having directors with the right skills, experiences, and backgrounds. As the company’s strategy evolves, so, too, do the skills necessary for effective oversight. Over the last five years, we have added five new directors, each of whom has brought fresh perspectives and diverse backgrounds. The combination of new directors with longer-tenured directors makes our Board stronger. Our newest director, Timothy M. Knavish, was elected to the Board in February 2024. Mr. Knavish is the Chairman and CEO of PPG Industries and brings deep knowledge of the manufacturing industry as well as extensive executive leadership experience. 

GOVERNANCE PROCESSES AND POLICIES

As a company with operations around the world, the evolving regulatory and operational environment means our Board must continue to learn and evolve its practices to remain effective. This year we took the opportunity to review our cybersecurity oversight processes in response to the SEC’s new disclosure rules. We confirmed our longstanding approach of having the full Board, Audit Committee, and Technology Committee each play an oversight role in this evolving, complex space. We also amended the Audit Committee Charter to confirm that the Audit Committee is responsible for overseeing SEC cybersecurity disclosures. 

It is important that our directors have sufficient time to fulfill their oversight responsibilities, and our Guidelines on Corporate Governance include provisions that facilitate our ongoing evaluation of this important requirement. For example, our Guidelines require the Board Composition & Corporate Governance Committee to review the appropriateness of continued Board membership when a director’s job responsibilities change meaningfully from those they held when they were originally elected. In addition, we recently updated our Guidelines to reduce the number of public company boards on which our directors may serve. We also clarified that directors must continue to meet the Board’s Membership Criteria throughout their tenure, including having sufficient time available to devote to the affairs of the company. While all of our directors meet these requirements, we felt it was important to more clearly state our expectations. 

BOARD EFFECTIVENESS

Our Board is committed to continuous improvement and constructive, open feedback. To that end, each year the Board conducts an evaluation process. For the second consecutive year we engaged a third-party facilitator to lead the process, which included evaluation of the full Board, each individual director, and the Lead Independent Director. Each Committee Chair separately led their committee evaluation process. The third-party review process confirmed that our Board is effective and strong for a number of reasons, including its composition, processes, committees, and culture of candor and trust. The process also helped identify opportunities to make our Board even stronger, including how our meetings could be even more effective and impactful. 

The Board appreciates that it plays a vital role in the success of the company. All directors are committed to continuously earning your trust and confidence, and to delivering long-term shareowner value. Thank you again for your investment.

Jim Keane

Lead Independent Director

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CORPORATE GOVERNANCE
BOARD’S ROLE AND RESPONSIBILITIES

BOARD’S ROLE AND RESPONSIBILITIES

OVERVIEW

The Board is responsible for overseeing the business and affairs of the Company, including corporate governance, corporate responsibility, business strategy, enterprise risk, cybersecurity, business performance, capital management, executive compensation, and human capital management which also includes succession planning and development of the executive management team. 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 Board provides oversight of management’s enterprise risk management program and reviews significant risks through both the whole Board and its Committees. Our Annual Report on Form 10-K for the year ended September 30, 2024 contains a detailed description of the most significant enterprise risks that we face.

BOARD RESPONSIBILITY The Board has primary responsibility for oversight of the Company’s enterprise risk management program. The standing Committees of the Board address the risks related to their respective areas of oversight. 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. In addition, the full Board annually receives an update on the enterprise risk management program and receives reports from management on enterprise risks that are not specifically assigned to a Committee. In general, the Committees oversee the following risks:
AUDIT COMMITTEE ● Responsible for reviewing the overall guidelines and policies that govern our process for risk assessment and management ● Provides oversight regarding financial risks ● Receives regular reports on management policies and practices relating to the Company’s financial statements and the effectiveness of internal controls over financial reporting and information systems including cybersecurity and related disclosure obligations ● Receives regular reports from the Company’s independent auditor and internal audit team, as well as the Chief Legal Officer, the Chief Compliance Officer, and the Ombuds, regarding legal and compliance risks			COMPENSATION AND TALENT MANAGEMENT COMMITTEE ● Considers the risk implications of the incentives created by our compensation programs ● Oversees risk implications for our strategies and initiatives relating to talent management
			TECHNOLOGY COMMITTEE ● Oversees risks related to technology, information security, product and service security, software, and emerging technologies ● 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
			BOARD COMPOSITION AND CORPORATE GOVERNANCE COMMITTEE ● Oversees governance-related risks, including conflicts of interest, director independence, Board and Committee structure and performance, and Code of Conduct matters, including for senior executives and directors ● Oversees risk implications of policies and practices concerning corporate responsibility and culture, diversity, equity, and inclusion, safety and environmental protection, climate change, and sustainability
MANAGEMENT RESPONSIBILITY The responsibility for managing risk rests with executive 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. Executive officers are assigned responsibility for managing the risks deemed most significant.

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CORPORATE GOVERNANCE

BOARD’S ROLE AND RESPONSIBILITIES

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 at least annually it 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. The Board also 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. 

Committees of the Board also have oversight responsibility for topics related to succession planning. The Board Composition and Corporate Governance Committee defines the skills, attributes, and other criteria to be used for succession plans for the CEO. The Compensation and Talent Management Committee oversees the succession and development of other senior management as well as the Company’s management strategies and initiatives relating to talent management and employee engagement.

BOARD’S ROLE IN CYBERSECURITY OVERSIGHT

The Board takes threats to cybersecurity seriously. We invest significant resources in protecting the Company’s systems and data and do so in alignment with industry standards, frameworks and guidelines. The Company’s cybersecurity program is led by our Chief Information Security Officer who leads a team that is responsible for executing cybersecurity strategy, to support risk management, and to protect Company systems, products, and employee and customer information. See Part I, Item 1C of the Company’s Annual Report on Form 10-K for fiscal 2024 for additional discussion regarding the Company’s risk management and strategy of cybersecurity risks. 

Cybersecurity oversight by the Board of Directors is shared between the full Board, the Audit Committee, and the Technology Committee. The full Board of Directors receives periodic updates on the cybersecurity threat landscape, recent cybersecurity events, our cybersecurity strategy, and cybersecurity program priorities. The Audit Committee receives updates on information security, including internal controls and external reporting processes. The Audit Committee also receives updates from the Disclosure Committee with respect to cybersecurity incidents reviewed by the Disclosure Committee. The Technology Committee works with management to understand cybersecurity risks related to product and service safety and the steps management has taken to monitor and control such risks.  

BOARD’S ROLE IN ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS

Corporate responsibility and sustainability are important priorities 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, our communities, and the environment, which starts with the tone set by the Board. 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. 

Sustainability is central to our mission to make our customers more resilient, agile, and sustainable by delivering industrial automation and digital transformation solutions that simplify complex challenges. We have long understood that sustainability is a key imperative for our business and our stakeholders and we continuously adapt our sustainability approach to meet new challenges and make a meaningful, lasting difference in the world. We encourage you to review our Sustainability Report which is published annually to learn more about Rockwell’s environmental, social, and governance priorities and progress. 

Our sustainability priorities are focused on driving three outcomes:

ROCKWELL AUTOMATION  |  FY2025 PROXY STATEMENT    7

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CORPORATE GOVERNANCE

BOARD’S ROLE AND RESPONSIBILITIES

The Board has primary responsibility for oversight of sustainability across our ESG priorities:

ENVIRONMENT

We are committed to environmental stewardship within our own operations and across our entire value chain. We prioritize:

SOCIAL

Our people set us apart. By coming together to create a culture that enables and inspires great employees to do their best work, we are expanding human possibility. We prioritize:

GOVERNANCE

Our commitment to integrity defines who we are and how we act. We do what we say we will, always honestly and ethically. We prioritize:

The standing Committees address specific ESG matters related to their respective areas of oversight. In relation to human capital management in particular, the standing Committees of the Board address the risks related to their respective areas of oversight as outlined below.

 BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

Area				Committee
Employee Well-Being and Safety		● We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the Company being a great place to work ● We offer benefits and programs that focus on holistic well-being, including physical, mental, and financial health		● Board Composition and Corporate Governance ● Compensation and Talent Management
Ethics and Compliance		● It is critical that all our employees let integrity guide every action, constantly adhering to our Company’s Code of Conduct, so we win the right way		● Board Composition and Corporate Governance ● Audit
Talent/Workforce Management		● The strategic management of talent means we hire and retain the right talent, both for immediate needs and for meeting the requirements of future business strategies. We foster this management with programs that focus on: ● Acquiring and retaining the best talent for our business needs ● Talent development and training ● Succession planning for senior management		● Compensation and Talent Management ● Technology
CEO Succession Planning		● We define the necessary skills and attributes of the CEO based on the Company’s short and long-term strategy ● We regularly review CEO succession plans, including emergency CEO succession		● Board Composition and Corporate Governance
Culture		● Our high performance culture is the foundation for accelerating our profitable growth. At Rockwell, we focus on four tenets of our culture: strengthen our commitment to integrity, diversity, and inclusion, be willing to compare ourselves to the best alternatives, increase the speed of decision making, and have a steady stream of fresh ideas		● Board Composition and Corporate Governance
Diversity, Equity, and Inclusion		● Our diverse and inclusive culture allows us to fully leverage innovation and teamwork while delivering our commitments to employees, customers, and shareowners. We want our workforce to reflect the communities where we live and work globally		● Board Composition and Corporate Governance
Employee Engagement		● We want to be a place where employees are enabled and inspired to do their best work, which is why we measure employee engagement and enablement to remove barriers, take rapid action, and improve employee experience		● Board Composition and Corporate Governance ● Compensation and Talent Management

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CORPORATE GOVERNANCE

SHAREOWNER ENGAGEMENT

Area				Committee
Succession Planning for Senior Leaders		● We focus on leadership development to ensure we are building the necessary skills and talent for the future ● We actively manage the pipeline of key Company talent		● Board Composition and Corporate Governance ● Compensation and Talent Management
Executive Compensation		Our executive compensation program is designed to: ● Motivate executives to create shareowner value ● Attract and retain executive talent ● Balance rewards based on performance from our financial results and strategic goals with appropriate risk-taking		● Compensation and Talent Management
Total Rewards - Broader Workforce		● We are committed to providing competitive compensation, benefits, and well-being programs to ensure we attract, motivate, and retain talent across our global workforce		● Compensation and Talent Management

SHAREOWNER ENGAGEMENT

We believe that effective corporate governance should include regular engagement with our shareowners. We are committed to fostering strong relationships with constructive conversations and an open dialogue with shareowners through our ongoing program of outreach that is management-led and overseen by the Board. During the fall, we invite our largest shareowners (excluding brokerage accounts) to discuss our ESG 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-annual meeting follow-up as appropriate. In addition, throughout the year our Investor Relations team along with our CEO, CFO, and other senior leaders engage with our shareowners frequently.

In the fall of 2024, we invited our top 25 shareowners representing approximately half of our outstanding shares to engage in such discussions. We received feedback from shareowners representing 28.1% of our outstanding shares. Our discussions focused on ESG initiatives, practices, and trends, including sustainability practices and opportunities, board governance, diversity, equity, and inclusion programs and metrics, and our executive compensation program. We also discussed other topics important to our shareowners.

Shareowner feedback from our outreach calls and any shareowner letters that we receive are presented to and discussed with the Board. The 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 our proxy statement disclosures relating to 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 ESG practices and initiatives, and provides us with insights into ESG and compensation topics and trends.

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CORPORATE GOVERNANCE

COMMUNICATIONS TO THE BOARD AND OMBUDS

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://ir.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. The Code of Conduct is also available in print to any shareowner upon request. The Ombuds and Chief Compliance Officer are required to report promptly to the Audit Committee all reports of questionable accounting or auditing matters that the Ombuds receives and all matters involving allegations of a serious violation of the Code of Conduct by a senior executive or director that the Chief Compliance Officer 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:

If you wish to remain anonymous, go to: https://rockwellautomation.ethicspoint.com.

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CORPORATE GOVERNANCE

BOARD STRUCTURE

BOARD STRUCTURE

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:

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, a framework that further strengthens the leadership of the Company. The Board adopted a separate charter for the Lead Independent Director to formalize existing practices and strengthen the role. In February 2023, the Board elected James P. Keane to serve as Lead Independent Director. Mr. Keane is an experienced director having served as chairman and CEO of a large public company and as a board member of several large business organizations. 

The Board’s independent oversight function is further enhanced because 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 and Talent Management Committee in collaboration with the Lead Independent Director of our CEO’s performance against predetermined goals with input from the other independent directors.

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CORPORATE GOVERNANCE

INDEPENDENT DIRECTOR SESSIONS

The following chart sets forth the primary roles and responsibilities of the Chairman and the Lead Independent Director. We believe the Board’s leadership structure is appropriate for the Company, providing effective independent oversight of management and ensuring a highly independent, engaged, and functioning Board.

BLAKE D. MORET		JAMES P. KEANE
Chairman since 2018		Lead Independent Director since 2023
● Provides strategic vision for the Company as Chairman and CEO ● Establishes the agenda for Board meetings ● Presides at meetings of the Board ● Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on matters of corporate governance ● Consults with the Board Composition and Corporate Governance Committee on Committee composition ● Acts as Chairman of and presides at meetings of shareowners ● Calls special meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on leadership structure of the Board ● Does not serve on any Committees but attends all Committee meetings		● Works to ensure the Board functions with appropriate independence from management ● Acts as a key liaison between the Chairman and the independent directors ● Communicates Board feedback to the Chairman after each Board meeting ● Collaborates with the Chairman to develop Board meeting agendas ● Collaborates with the Compensation and Talent Management Committee to conduct the annual evaluation of the performance of the Chairman and CEO ● Collaborates with the Chairman and Board Composition and Corporate Governance Committee on matters related to Board effectiveness ● Presides at independent director sessions of the Board ● Presides at Board meetings if the Chairman is not present ● Calls meetings of the independent directors when necessary ● Does not serve on any Committees but attends all Committee meetings

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.

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CORPORATE GOVERNANCE

BOARD MEETINGS AND COMMITTEES

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 and Talent Management 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://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. The Committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2024, one change was made to the Audit Committee Charter relating to changes in cybersecurity disclosure requirements. No other changes were made to Committee charters in fiscal 2024.

In fiscal 2024, the Board held seven meetings. Each director attended all of the Board meetings plus their applicable committee meetings except two directors each missed one Committee meeting, resulting in nearly a 99% attendance rating. Under our Guidelines on Corporate Governance, directors are expected to attend the Annual Meeting of Shareowners. All directors attended the 2024 Annual Meeting of Shareowners.

COMMITTEES OF THE BOARD

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CORPORATE GOVERNANCE

BOARD MEETINGS AND COMMITTEES

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CORPORATE GOVERNANCE

BOARD PROCESSES

BOARD PROCESSES

BOARD AND COMMITTEE EVALUATIONS

The Board and its Committees conduct self-assessments annually at their fall meetings. 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 with individual directors conducted by the Chair of the Board Composition and Corporate Governance Committee, meetings with certain members of management, and use of a third-party facilitator as determined by the Board. The Chair of the Board Composition and Corporate Governance Committee oversees the Board evaluation process, including the evaluation of the Lead Independent Director. This year’s annual evaluation process, which was led by a third-party facilitator, is summarized below.

FY24 ACTION	DESCRIPTION
APPROACH	The Board Composition and Corporate Governance Committee discussed the format for this year’s annual evaluations and after a robust review chose a knowledgeable and experienced third-party facilitator to conduct the Board, individual director, and Lead Independent Director evaluations. Committee evaluations were led by the applicable committee chair.
PREPARATION	Each director received 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 included the descriptions of key parameters for Board effectiveness to guide the individual director discussions with the third-party facilitator, 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 was asked to consider a list of high-level questions to assist with the evaluation of the Board, individual directors, and Committees. As part of the evaluation process, directors were asked to provide feedback on the performance of other directors, including the Lead Independent Director.
EVALUATION REPORT	The third-party facilitator prepared a written report summarizing the annual evaluation of Board performance, including findings and recommendations. The report was reviewed and discussed with the Chairman and CEO, the Lead Independent Director, and the Board Composition and Corporate Governance Committee. The full Board also received the report for consideration and discussion in executive session. The Committee Chairs reported 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, continuing education, 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.
CORPORATE GOVERNANCE REVIEW	In coordination with the evaluation process, the Board reviewed its Guidelines on Corporate Governance, including the guidelines for determining director independence, to ensure they promote effective board functioning. They also received an update from the Chief Legal Officer on recent governance developments, regulations, and best practices. Each Committee conducted a self-assessment and reviewed its charter to confirm compliance with all charter requirements. In addition, the Board Composition and Corporate Governance Committee conducted its annual review of the Board Membership Criteria.

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CORPORATE GOVERNANCE

RELATED PERSON TRANSACTIONS

DIRECTOR EDUCATION

Our Board believes in continuous improvement of Board effectiveness and functioning as well as development of 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, corporate governance practices, sustainability strategy, principal officers, and internal and independent auditor.

Our directors participate in our annual ethics training. In addition, we provide the Board with regular presentations and memoranda on key business, ESG, and other important topics intended to help directors stay current on practices and emerging issues and in carrying out their responsibilities, with a focus in fiscal 2024 on global regulatory changes, cybersecurity, innovative technology, and sustainability. Directors from time to time tour Company facilities and attend our trade shows and investor events. Directors also receive presentations and reports from our auditors, consultants, and other outside advisors and participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments, emerging trends, and best practices.

RELATED PERSON TRANSACTIONS

The Board has 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://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html.

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 Chief Legal Officer. Our Chief Legal Officer will assess and determine whether any transaction reported to her, or of which she learns, constitutes a related person transaction. If our Chief Legal Officer determines that a transaction constitutes a related person transaction, she will refer it to the Board Composition and Corporate Governance Committee. If a reported transaction involves the Chief Legal Officer or any immediate family member, the assessment and determination will be made by the Chief Financial Officer and referred to the Board Composition and Corporate Governance Committee, as appropriate. 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.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE DOCUMENTS

CORPORATE GOVERNANCE DOCUMENTS

You will find current copies of the following corporate governance documents on our website at https://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html:

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

INTRODUCTION

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 Board has nominated four current directors, upon the recommendation of the Board Composition and Corporate Governance Committee, for election as directors at this Annual Meeting with terms expiring at the 2028 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 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://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html.

DIRECTOR INDEPENDENCE

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://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html.

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.

NOMINATION PROCESS

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 2026 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

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BOARD OF DIRECTORS

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.

DIRECTOR QUALIFICATIONS

In making its recommendations to the Board concerning director candidates, the Committee considers various criteria outlined in our Board Membership Criteria (see Exhibit A to the Committee’s Charter). Specifically, our Board Membership Criteria provides 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 highlight the importance of directors’ experience, ability to collaborate, integrity, ability to provide constructive and direct feedback, lack of bias, and independence. 

Directors must also have sufficient time available to devote to the affairs of the Company. To this end, the Board recently updated its Corporate Governance Guidelines to clarify the Board’s requirement that directors must continue to meet the Board’s Membership Criteria throughout their tenure, including having sufficient time available to devote to the affairs of the Company to carry out their responsibilities as a director.

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

BOARD SKILLS, QUALIFICATIONS, AND EXPERIENCE

The Board has determined that all of the Company’s directors are deeply experienced in risk oversight, 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
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, artificial intelligence, 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.
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, an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers, and experience in building durable and profitable as-a-service revenue streams.		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.
Industry/Operational/Manufacturing, including experience in industrial automation and information, knowledge of markets and vertical market segments, exposure to operational technology and information technology and familiarity with operational processes across end markets (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.
Financial/Accounting, including an understanding of finance and financial reporting processes for public companies, 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.

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Skills and Experience		Relevance to Rockwell Automation’s Strategy		No. of Directors
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, product security, regulatory compliance, intellectual property, and customer management; and an understanding of how to assess and develop strategies to address ESG matters, including corporate culture, sustainability, climate change, corporate responsibility, 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, 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 ESG matters support our goals to evolve our culture with employees who can and want to do their best work and to contribute to the communities where we live and work.
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.
Public Company CEO or Executive Leadership, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management and mitigation, human capital management, a track record of success in a complex multinational organization, and in delivering organic and inorganic growth strategies. Specific attributes include: ability to manage complexity, ethical approach to conducting business, ability to resolve conflict and build consensus, 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.

BOARD REFRESHMENT, TENURE, AND DIVERSITY

A continuing priority of the Board is ensuring the Board is composed of directors who bring diverse perspectives 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 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 to best 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. The 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. The Board’s average tenure for continuing directors is seven years, with five directors added to the Board in the past five 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 increase its diversity in such areas as experience, geography, race, gender, and ethnicity. The Board also conducts annual self-assessments and director evaluations.

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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. In February 2020, the Board updated its Guidelines on Corporate Governance to implement formal term limits for directors in order to ensure proper Board refreshment and alignment of director attributes and skills with the Company’s evolving strategy. A non-management director will not be nominated for re-election to the Board after he or she has served on the Board for 15 years or, if earlier, attained age 72, subject to limited exceptions for up to one additional three-year term. The Board also recently updated its Corporate Governance Guidelines to clarify the Board’s requirement that directors must continue to meet the Board’s Membership Criteria throughout their tenure, including having sufficient time available to devote to the affairs of the Company to carry out their responsibilities as a director.

SHAREOWNER ALIGNMENT

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 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 2024 at $107,500) and may not sell any shares of our common stock until their stock ownership requirements are met. 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. In November 2022, the Board updated its Guidelines on Corporate Governance to implement a policy requiring directors to notify the Board before accepting a leadership position on another public company board. In addition, the Board recently reduced the number of public company boards on which our directors may serve.  Both of these requirement allow the Board to evaluate any increased responsibilities and confirm that our directors can continue to commit the time necessary to fulfill their responsibilities to our shareowners. 

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COMMITTEE MEMBERSHIP AND BACKGROUND

The following chart highlights Board composition and certain key attributes of our director nominees and continuing directors on the Board. Additional information about each director’s experience and qualifications is set forth in their profiles.

	WILLIAM P. GIPSON	ALICE L. JOLLA	JAMES P. KEANE	TIMOTHY KNAVISH	BLAKE D. MORET	PAM MURPHY	DONALD R. PARFET	LISA A. PAYNE	THOMAS W. ROSAMILIA	ROBERT W. SODERBERY	PATRICIA A. WATSON
Committee Membership
Audit
Compensation and Talent Management
Board Composition and Corporate Governance
Technology
Lead Independent Director
Governance Information
Independent
Tenure	4	2	13	1	8	5	16	9	8	3	7
Other Public Company Boards	1	0	1	1	0	1	2	1	0	0	1
Term Expiring	2026	2027	Nominee	2027	Nominee	2026	2026	2027	Nominee	2026	Nominee
Demographics
Age	67	59	65	59	62	51	72	66	63	58	58
Race/Ethnicity
African-American/Black
Gender
Female
Male

    Chair

CURRENT DIRECTOR HIGHLIGHTS

	AGE				TENURE				GENDER AND ETHNICITY

	DIRECTOR EXPERIENCE				ATTENDANCE RATE   PER DIRECTOR IN FY24
				9 directors attended every meeting   2 directors each missed one committee meeting

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NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2028

James P. Keane
Age 65 Director since: 2011 Lead Independent Director INDEPENDENT KEY QUALIFICATIONS: ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Retired President and Chief Executive Officer, Vice Chair, Steelcase Inc. (office furniture)
	CAREER HIGHLIGHTS: Mr. Keane served as President and Chief Executive Officer of Steelcase Inc. from March 2014 to October 2021. He held several leadership roles after 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 for Steelcase. From April 2013 to March 2014, Mr. Keane served as President and Chief Operating Officer.
	OTHER LEADERSHIP POSITIONS: Mr. Keane has been a director at Newell Brands Inc. (global consumer goods) since February 2024 where he serves on the Audit Committee and as the chair of the Compensation and Human Capital Committee.  He previously served as Vice Chair until January 2022 and as a director of Steelcase from April 2013 until his retirement in January 2022. He also serves as a director or trustee of a number of civic and charitable organizations.
	KEY EXPERIENCE: As retired President and Chief Executive Officer and retired Vice Chair of the board of a global public company, Mr. Keane brings significant 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.
	COMMITTEES: None

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Blake D. Moret
Age 62 Director since: 2016 KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Chairman of the Board, President and Chief Executive Officer
	CAREER HIGHLIGHTS: 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 serves as Vice Chair of the board of the National Association of Manufacturers (NAM), as a director on the boards of the Business Roundtable and FIRST Robotics, and as a director or member of a number of business, civic, and community organizations. Mr. Moret previously served on the board of PTC, Inc. from July 2018 to August 2023.
	KEY EXPERIENCE: 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, Control Products and Solutions, one of the Company’s two previous 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.
	COMMITTEES: None

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Thomas W. Rosamilia
Age 63 Director since: 2016 INDEPENDENT KEY QUALIFICATIONS:  ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Retired Senior Vice President, IBM (technology)
	CAREER HIGHLIGHTS: Mr. Rosamilia most recently served as Senior Vice President at IBM until his retirement in June 2023. In his 30-plus years with IBM he held a series of leadership positions. Mr. Rosamilia held the position of Senior Vice President, IBM Software where he directed IBM’s product design and investment strategy, expert labs, global software product development, marketing and field operations across the company’s vast software portfolio. During his career Mr. Rosamilia was also the Senior Vice President of IBM Systems and Technology Group and Integrated Supply Chain, General Manager of IBM’s WebSphere software division, General Manager of IBM Systems and Technology Group, and Vice President of IBM Corporate Strategy. 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.
	KEY EXPERIENCE: 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, cybersecurity, sustainability, 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 many acquisitions and significant divestitures. 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. He has extensive cybersecurity experience, including overseeing IBM’s cybersecurity program, CISO organization, and security software portfolio. 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.
	COMMITTEES: Compensation and Talent Management, Technology (Chair)

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Patricia A. Watson
Age 58 Director since: 2017 INDEPENDENT KEY QUALIFICATIONS:  ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Retired Chief Information and Technology Officer, NCR Atleos (software corporation)
	CAREER HIGHLIGHTS: Ms. Watson previously served as Chief Information and Technology Officer at NCR Atleos since the company’s corporate reorganization in October 2023. In this role she led the company’s information and technology team and technology leadership council. Prior to the corporate reorganization she served as the Chief Information Officer at NCR Corporation from October 2022 until October 2023. She previously held the role of President, Cloud Collaboration from September 2020 to June 2022 at Intrado Corporation and Co-President, Enterprise Collaboration upon joining the company in January 2020 until September 2020. She is the former Senior Executive Vice President and Chief Information Officer of Total System Services (TSYS) (financial services), a role she held from 2015 until 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. 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 at Southwest Airlines Co. (domestic airline), since November 2024, where she serves on the Nominating and Corporate Governance Committee and Safety and Operations Committee. She previously served as a director of USAA Federal Savings Bank from September 2020 until February 2023 and as a director for Texas Capital Bancshares from February 2016 to September 2020.
	KEY EXPERIENCE: Ms. Watson brings extensive technology and executive experience to the Board. She has strong strategic leadership, business, financial oversight, and technical skills. As a recently retired information and technology executive, Ms. Watson brings extensive experience in managing the alignment of an organization's technology to its strategy, including oversight of cybersecurity, digital transformations, and system infrastructure. As President of Intrado’s Cloud Collaboration Ms. Watson was responsible for delivering Unified Collaboration as a Service (Ucaas) for enterprise and mid-market clients leveraging cloud-based technologies. 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. Ms. Watson is also experienced in human capital management through her oversight of the human resources function in a prior role and has strong cybersecurity experience having managed and having responsibility for information security at multiple large organizations. She also brings the benefits of her board experience at USAA Federal Savings Bank and 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.
	COMMITTEES: Compensation and Talent Management (Chair), Technology

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 2026

William P. Gipson
Age 67 Director since: 2020 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Retired President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer, The Procter & Gamble Company (consumer goods company)
	CAREER HIGHLIGHTS: Mr. Gipson served as President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer of Procter & Gamble from 2017 until his retirement in 2019. He joined Procter & Gamble in 1985 and held management positions of increasing responsibility including serving as Senior Vice President of Research and Development, Asia Innovation Centers in Singapore, Japan and China from 2015 to 2017, and Beauty Care Sector Senior Vice President for R&D from 2011 to 2015.
	OTHER LEADERSHIP POSITIONS: Mr. Gipson has been a director of ManpowerGroup, a global workforce solutions company, since November 2020 where he serves on the People, Culture and Compensation committee. He previously served on several not-for-profit Boards, including CityLink and University of Alabama STEM Pathway to an MBA, the Executive Leadership Council, The United Negro College Fund, and The National Action Council for Minorities in Engineering.
	KEY EXPERIENCE: Mr. Gipson brings extensive leadership, innovation, business transformation, and global business experience to the Board. He leverages his experience as a former top executive for a global public company to guide the Company in the areas of product, packaging, and process innovation and market expansion. He also concurrently served as Chief Diversity and Inclusion Officer for eight years until his retirement, which adds robust and knowledgeable experiences to draw from in the Board’s role in oversight of Company culture and diversity and inclusion initiatives. Mr. Gipson has international management experiences having served in leadership roles in South America and Singapore supporting Procter & Gamble’s business in each region, in particular creating a half billion dollar business for a product new to South America. Mr. Gipson received his Bachelor of Science degree in Chemical Engineering from the University of Alabama.
	COMMITTEES: Board Composition and Corporate Governance (Chair), Technology

Pam Murphy
Age 51 Director since: 2019 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Former Chief Executive Officer, Imperva, Inc. (cybersecurity and software services provider)
	CAREER HIGHLIGHTS: Ms. Murphy served as the Chief Executive Officer of Imperva, Inc., a cybersecurity software and services provider, from January 2020 to August 2024. Before assuming that role, she served as Chief Operating Officer for Infor, Inc., a global leader in business cloud software products for industry-specific companies and markets, 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, Australia and New Zealand, 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.
	OTHER LEADERSHIP POSITIONS: Ms. Murphy has been a director of Visa, Inc., a world leader in digital payment technology, since April 2023, where she serves on the Nominating and Governance and Finance Committees. Ms. Murphy was previously a director of MeridianLink, Inc., a leading provider of cloud-based software solutions for financial institutions from July 2021 until March 2023.
	KEY EXPERIENCE: As a former Chief Executive Officer, Ms. Murphy brings strong leadership and operational experience to the Board. She has extensive cybersecurity, technology, business development and strategy, global business, and finance experience. Her background and expertise in leading technology companies include a wide range of responsibilities for global operational and financial functions, which aids in the provision of Board oversight in these areas. Ms. Murphy’s experience with leading and 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 is a Fellow of the Institute of Chartered Accountants in Ireland and received her Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland.
	COMMITTEES: Audit, Technology

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ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Donald R. Parfet
Age 72 Director since: 2008 INDEPENDENT KEY QUALIFICATIONS:  ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance   ● CEO/Executive Leadership	Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund LP (venture capital fund)
	CAREER HIGHLIGHTS: 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 also previously served as non-executive Chairman of the Board, and a director of Masco Corporation since 2012, where he serves on the Corporate Governance and Nominating and Compensation and Talent 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.
	KEY EXPERIENCE: 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 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.
	COMMITTEES: Audit, Board Composition and Corporate Governance

Robert W. Soderbery
Age 58 Director since: 2022 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Executive Vice President and General Manager, Flash Business, Western Digital Corporation (computer storage) (October 2021-January 1, 2025)
	CAREER HIGHLIGHTS: Mr. Soderbery is Executive Vice President and General Manager, Flash Business for Western Digital Corporation, a position he has held since October 2021. In this role he is responsible for all aspects of the flash memory business, including all portfolio strategy, product development and business results, and engineering and product management teams. Mr. Soderbery is leaving his position at Western Digital effective January 2, 2025. Before joining Western Digital, he was President at Uplift, Inc., a fintech company, from 2017 until 2021, where he was responsible for all business, engineering, and operations functions. Prior to joining UpLift, Mr. Soderbery was Senior Vice President and General Manager, Enterprise Products and Solutions, at Cisco Systems.
	KEY EXPERIENCE: Mr. Soderbery brings strong technology, business development, global business and operational experience to the Board. His experience in previous roles leading technology companies includes building cloud-based platforms, IoT software and hardware solutions, engagement with global customers, manufacturers, and suppliers, and leadership of global innovation teams. Mr. Soderbery’s extensive technology experience provides a breadth of knowledge to draw from in the Board’s role of oversight of the Company’s innovations, technology roadmap, and product portfolio. He also brings great depth of knowledge in the review of technology acquisitions, which strengthens the Board’s ability to provide such oversight. Mr. Soderbery received his Master of Science in computer science from Stanford University and Bachelor of Science in electrical engineering from the California Institute of Technology.
	COMMITTEES: Board Composition and Corporate Governance, Technology

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ELECTION OF DIRECTORS

BOARD OF DIRECTORS

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2027

Alice L. Jolla
Age 59 Director since: 2023 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services, Microsoft Corporation (technology and software)
	CAREER HIGHLIGHTS: Ms. Jolla is the Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services at Microsoft Corporation. She joined Microsoft Corporation in 2007 and has held management positions of increasing responsibility, most recently serving as the Corporate Controller from 2014 until July 2020. Before joining Microsoft Corporation, Ms. Jolla completed a two-year industry fellowship with the Financial Accounting Standards Board. She also held accounting management positions at Dow Chemical Company and Union Carbide Corporation.
	OTHER LEADERSHIP POSITIONS: Ms. Jolla serves as the vice chair of the board and chair of the Committee on Corporate Reporting for Financial Executives International, and a corporate advisory board member for the National Association of Black Accountants, Inc. She also served on the board of several civic and charitable organizations.
	KEY EXPERIENCE: Ms. Jolla brings to our Board extensive expertise in financial processes, including those specific to SaaS business models, leading world-class, diverse global teams, and risk management. In her role, Ms. Jolla oversees teams responsible for corporate accounting, financial reporting, shared services, business intelligence, controls and compliance, and controllership of multiple operating subsidiaries of Microsoft. She also leads the special development of all managers within the Microsoft finance organization adding strong human capital management experience to the Board. Ms. Jolla’s previous experience serving as the Microsoft Corporate Controller responsible for the Corporate Accounting function gives her critical insight into public company financials, financial reporting, and internal controls. Her leadership, financial experience, and commitment to diversity, equity and inclusion further strengthen the Board’s governance capacity. Ms. Jolla holds a Bachelor of Science in accounting from Louisiana State University and a Master of Business Administration from the University of Charleston.
	COMMITTEES: Audit, Board Composition and Corporate Governance

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ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Timothy M. Knavish
Age 59 Director since: 2024 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership	Chairman of the Board and Chief Executive Officer, PPG Industries, Inc. (specialty materials)
	CAREER HIGHLIGHTS: Mr. Knavish is Chairman of the Board and Chief Executive Officer of PPG, a role he has held since 2023. Prior to this role, he served as Chief Operating Officer from March 2022 through December 2022, and Executive Vice President from October 2019 through February 2022. He began his career at PPG in 1987 as an engineer and has since held roles of increasing responsibility, including several executive leadership positions in the United States, Europe and Asia Pacific region.
	OTHER LEADERSHIP POSITIONS: Mr. Knavish is Chairman of the Board for PPG Industries and is a director on the boards of several professional associations.
	KEY EXPERIENCE: Mr. Knavish’s executive leadership roles and board service with a global public company brings to our Board extensive international business and governance experience. He has global experience having lived in the Asia Pacific region and operated several international businesses, including in EMEA and Latin America. Mr. Knavish is well versed in overseeing the enhancement of business sales capabilities and digital offerings and acquisition strategy, having led international acquisitions and integrations. He also brings to our Board valuable global supply chain knowledge having led the global supply management function at his company. In addition, Mr. Knavish’s leadership and operational experience give him comprehensive knowledge of business strategy, operations, sales, financial, and risk management oversight. Mr. Knavish received his Bachelor of Science degree in Mechanical Engineering and Master of Business Administration degree from the University of Pittsburgh.
	COMMITTEES: Audit, Compensation and Talent Management

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ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Lisa A. Payne
Age 66 Director since: 2015 INDEPENDENT KEY QUALIFICATIONS: ● Technology & Innovation ● Financial/Accounting ● Risk & Governance ● CEO/Executive Leadership	Former Vice Chairman and Chief Financial Officer, Taubman Centers, Inc. (real estate investment trust)
	CAREER HIGHLIGHTS: 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 has been a director of Masco Corporation since 2006, where she serves as Chair of the Board. Ms. Payne is also a director of Leaf Home Solutions, where she serves as Chair of the Audit Committee. Ms. Payne served as a director of Taubman from 1997 until March 2016 and J.C. Penney, Inc. from 2016 until December 2020. 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.
	KEY EXPERIENCE: 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, compensation plans, employee engagement, diversity and inclusion initiatives, 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, compensation, 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.
	COMMITTEES: Audit (Chair) Compensation and Talent Management

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DIRECTOR COMPENSATION

ANNUAL DIRECTOR COMPENSATION

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 input on director compensation trends. The Committee benchmarks its director compensation on an annual basis relative to proxy data available for companies of similar size ($5-18 billion revenue range) resulting in a broad group of over 400 companies, the S&P 500, and our Compensation Peer Group used for our NEOs (as defined below in the Peer Group section of the Compensation Discussion and Analysis). The market data analysis is a significant factor in our compensation determinations. 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.

ANNUAL DIRECTOR COMPENSATION

The elements of our director compensation program include: an annual retainer of $307,500, delivered in both cash and equity awards, and leadership fees for our Lead Independent Director and Committee Chairs. The following table describes each element of director compensation for fiscal 2024.

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DIRECTOR COMPENSATION

DIRECTOR STOCK OWNERSHIP REQUIREMENT

ANNUAL LIMIT

Share-based compensation to non-employee directors is delivered under the 2020 Long-Term Incentives Plan effective February 5, 2020 and includes an annual limit of $750,000 on total compensation of each non-employee director, including cash-and share-based compensation.

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, each director has the opportunity each year to defer all or any portion of the annual grants of common stock, cash 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. From time to time and when available, directors and their spouses are permitted to use our Company aircraft for travel to Board meetings. In fiscal 2024, we hosted one in-person Board retreat and spouses were invited to attend.

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.

DIRECTOR STOCK OWNERSHIP REQUIREMENT

Non-employee directors are subject to stock ownership requirements and may not sell any shares of our common stock until the requirement is met. 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, 2024, except for Mr. Knavish and Ms. Jolla, who joined the Board in February 2024 and February 2023, respectively, and both are within the five-year compliance window.

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DIRECTOR COMPENSATION

DIRECTOR COMPENSATION TABLE

DIRECTOR COMPENSATION TABLE

The following table shows the total compensation earned by each of our non-employee directors during fiscal 2024.

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COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

The Compensation and Talent Management 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 and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Talent

Management Committee

Patricia A. Watson, Chair

Timothy M. Knavish

Lisa A. Payne

Thomas W. Rosamilia

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

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EXECUTIVE COMPENSATION

Every year our shareowners have the opportunity to provide an advisory vote on our executive compensation as required pursuant to Section 14A of the Exchange Act. This advisory vote is one of many ways you can convey your views about our compensation programs and policies.

Our compensation philosophy is designed to attract, retain, and motivate executive talent and emphasize pay for performance, including the creation of shareowner value. We encourage you to read the Compensation Discussion and Analysis (CD&A) and compensation tables that follow for a detailed discussion of our compensation programs and policies. We believe our compensation programs and policies are aligned with shareowner interests and worthy of your continued support as they are supported by a strong framework of compensation governance and are effective in implementing our compensation philosophy and achieving our short-and long-term goals with the appropriate level of risk.

The following resolution will be submitted for a shareowner vote at the 2025 Annual Meeting:

“RESOLVED, that the shareowners of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 2024 Summary Compensation Table included in the proxy statement for this meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section entitled “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures set forth under that section.”

Although this vote is not binding on the Company, the Board values your views. The Board and Compensation and Talent Management Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

ITEM 2: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS (NEOS)

This CD&A describes our executive compensation philosophy and program, as well as the specific compensation paid during fiscal year 2024 to the five current executives shown below, as well as one former SVP & Chief Financial Officer. We refer to these individuals as our “named executive officers,” or NEOs.

BLAKE D. MORET Chairman, President & Chief Executive Officer	CHRISTIAN E. ROTHE SVP & Chief Financial Officer(1)	SCOTT A. GENEREUX SVP, Chief Revenue Officer	REBECCA W. HOUSE SVP, Chief People and Legal Officer & Secretary	TESSA M. MYERS SVP, Intelligent Devices

EXECUTIVE SUMMARY

COMPENSATION PROGRAM OVERVIEW

Our compensation philosophy is designed to attract, retain, and motivate the high caliber executive talent necessary to deliver long-term and sustained performance to our shareowners, customers, and other stakeholders. The philosophy is implemented through our executive compensation programs that provide flexible and effective total compensation opportunities relative to our corporate performance and aligned with shareowner interests. We view our compensation programs as a means of communicating our goals and objectives while providing employees with motivating total rewards opportunities. Within this framework we seek to observe the following principles:

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

								2024 Total Target Direct Compensation Mix
Element		Form of Award		Description		Period		CEO		Other NEOs
Base Salary		Cash		Competitive pay based on scope, experience, individual performance, and internal alignment.		One year
Annual Incentive (ICP)		Cash		Plan performance is based on four key financial goals with plus or minus adjustment up to 10% of target incentive for performance against strategic goals on our four cultural tenets. We also have payout modifiers based on performance to segment, team, or individual goals. Actual payouts can range from zero to 200% of target incentive.		One year
Long-Term Incentive (LTI)		Performance Shares (40%)		Realized value based on TSR performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment). Payout can range from zero to 200% of target.		Vest after three years
		Stock Options (30%)		Realized value based on appreciation in stock price relative to original grant price. Appreciation can be realized during the ten-year life of the award.		Vest over three years in three equal annual installments
		Restricted Stock Units (30%)		Realized value based on our stock price performance.		Vest over three years in three equal annual installments

Our performance metrics included within our incentive plans are aligned with shareowner interests of a strong focus on profitability, growth, cash generation, and alignment to strategic goals that deliver shareowner value.

EXECUTIVE COMPENSATION BEST PRACTICES

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

SHAREOWNER SUPPORT ON EXECUTIVE COMPENSATION

At our 2024 Annual Meeting of Shareowners our shareowners voted in favor of our executive compensation programs on an advisory basis. In 2024, we engaged with shareowners to discuss our executive compensation program and feedback from those discussions was presented to the Compensation and Talent Management Committee (“Committee”). Based on the voting results and the feedback from the shareholder discussions, we did not make any material changes to our program.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

2024 FINANCIAL PERFORMANCE HIGHLIGHTS

The table below demonstrates the year-over-year results for certain of our financial measures, including the non-GAAP measures (organic sales growth, adjusted EPS, and free cash flow) and key metric (organic annual recurring revenue growth) used in our annual incentive plan. See Other Information and Supplemental Financial Information sections below for the reconciliation of these non-GAAP measures to our externally reported results, including a discussion of how we calculate these non-GAAP measures and key metric and why we believe they are useful to investors.

SALES GROWTH (As Reported)		ORGANIC SALES GROWTH (Non-GAAP)		DILUTED EPS (As Reported)		ADJUSTED EPS (Non-GAAP)
CASH PROVIDED BY OPERATING ACTIVITIES (As Reported in $M)		FREE CASH FLOW (Non-GAAP in $M)		ORGANIC ANNUAL RECURRING REVENUE GROWTH (Key Metric)

TSR is a financial measure used in our long-term incentive plan. The following graph compares the cumulative TSR of our common stock against the cumulative total return of the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment) for the three-year period from October 1, 2021, to September 30, 2024, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2021, and reinvestment of all dividends.

COMPARISON OF THREE-YEAR CUMULATIVE TOTAL RETURN

ROCKWELL AUTOMATION, S&P 500 SELECTED GICS INDEX

The cumulative total returns on Rockwell Automation common stock and the S&P 500 Selected GICS Groups as of each September 30 plotted in the above graph are as follows:

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

ALIGNING PAY WITH PERFORMANCE

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 and compensation outcomes. The fiscal 2024 compensation of our NEOs, as explained in the Fiscal 2024 Compensation Decisions section below, aligns with our annual and long-term performance and shareowners’ interests including:

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise^® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation. Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:

CEO 2024

OTHER NEOs 2024

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION REVIEW PROCESS

The table below outlines the typical timing and annual review process that our Committee follows. 

JUNE OR JULY			AUGUST OR SEPTEMBER			OCTOBER OR NOVEMBER			DECEMBER
Review market trends and practices. Review incentive plans to ensure they continue to align with the Company’s strategy.			Review peer group and compensation risk. Approve changes to next fiscal year’s incentive design, if warranted.			Review market data and tally sheets for the NEOs. Determine performance share payouts for performance period just ending.			Finalize annual compensation decisions: base pay for the coming year, ICP payout for the performance period just ending, ICP targets set for next fiscal year, and target LTI awards for the performance period just beginning.

The Committee may deviate from this timing to make compensation changes regarding executives who are promoted or hired during the year or to respond to unusual conditions that require decisions on a different timetable.

Willis Towers Watson, the Committee’s independent compensation consultant, the CEO, and certain other executives assist the Committee with its review of compensation of our officers. The CEO does not participate in discussion regarding his own compensation.

USE OF INDEPENDENT CONSULTANTS AND ADVISORS

The Committee engaged Willis Towers Watson, an executive compensation consulting firm, as its independent compensation consultant during 2024. Willis Towers Watson reports directly to the Committee and the Committee has sole authority to negotiate the terms of service. Willis Towers Watson provided advice on compensation trends and market information to assist the Committee in fulfilling its duties, including the following:

During fiscal 2024, Willis Towers Watson was paid approximately $190,000 for executive compensation advice, other services to the Committee, director compensation advice, and other services to the Board Composition and Corporate Governance Committee. During such time, Willis Towers Watson was also paid approximately $2,985,000, of which $2,620,000, or 88%, was for core actuarial services and $365,000, or 12%, was for other human resources services to the Company and its benefit plans. The engagements for these other services were recommended by management and approved by the Committee.

The Committee reviewed the Company’s relationship with Willis Towers Watson and concluded that Willis Towers Watson is independent and its relationship with the Company does not raise any conflict of interest.

PEER GROUP

The Committee believes it is important to clearly understand relevant compensation-related market pay practices for executive talent to inform its decision-making and to ensure that our executive compensation program supports our recruitment and retention needs. The compensation review process incorporates the prevalent market practice of using a defined peer group for benchmarking NEO pay levels and practices. Reflecting our growth in information technology and industrial operational technology software solutions, we incorporate specific industry sectors as part of the selection process for a relevant benchmark to our labor market for executive talent.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Following an annual review of our Compensation Peer Group, led by Willis Towers Watson, the Committee removed Sanmina Corporation, NCR Corporation, and Xerox Holdings Corporation to better align our peer group with our size, operating model and relevant market for talent. Additions to the 2024 peer group include Eaton Corporation plc and Autodesk as direct competitors aligned with our business strategy, industry, and size. Our fiscal 2024 Compensation Peer Group included the following 19 companies:

2024 COMPENSATION PEER GROUP
AMETEK, Inc.  Amphenol Corporation  Autodesk  Corning Incorporated  Dover Corporation  Eaton Corporation plc  Emerson Electric Co.  Fortive Corporation  Intuit Inc.  Keysight Technologies, Inc.	NetApp, Inc.  Palo Alto Networks  Parker-Hannifin Corporation  Seagate Technology, PLC  Synopsys, Inc.  TE Connectivity  Trimble Inc.  VMware, Inc.  Zebra Technologies Corporation	Peer Group Selection Criteria ● Revenue (approximately .5 to 2.0 times our revenue) ● Industry business focus: ● Industrial machinery, ● Electrical components and manufacturing services, and ● Technology hardware and software ● Market capitalization reviewed and considered Percentile Positioning Relative to Peers
		48th REVENUE	45th MARKET CAPITALIZATION

We also consider broader market data in setting each element of our NEOs’ and other officers’ compensation. In particular, the Committee reviewed custom industry market data from the results of surveys provided by Willis Towers Watson and Aon. This custom benchmarking includes specific industry sectors that best represent our labor market, size-adjusted based on revenue to yield an index of approximately 250 companies. The Company is near the median revenue of both this broader-based benchmark group and the Compensation Peer Group (collectively, the “Peer Groups”).

We believe our compensation review process provides information for management and the Committee to determine appropriate target compensation opportunities for our NEOs based on where we compete for talent and aligns with best practices in the market. This process provides flexible and effective total compensation opportunities relative to our corporate performance and aligned with shareowner interests.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

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 Committee conducts a total compensation review or “Tally Sheet”. This review encompasses three years of all elements of compensation, including base salary, annual incentives, realized value of LTI awards, and retirement benefits. We also review each NEOs’ Company stock ownership as well as potential termination payments. Based upon the results of this analysis, the Committee concluded that our compensation programs are in line with our compensation philosophy.

ROLE OF MANAGEMENT

The 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 other NEOs, with the Committee and makes recommendations regarding each element of their compensation for the Committee’s review and approval. The Committee and the CEO are assisted in their review by Willis Towers Watson and the Senior Vice President, Chief People & Legal Officer. The other NEOs do not play a role in their own compensation determinations other than discussing their performance with the CEO.

FISCAL 2024 COMPENSATION DECISIONS

BASE SALARY

There were no salary changes during fiscal 2024 and the salaries for all NEOs remain unchanged from the base pay effective January  2023, except for Christian Rothe who was elected SVP and Chief Financial Officer on August 19, 2024, at an annual base salary of $800,000. The decision to make no salary changes for continuing NEOs is consistent with our focus on cost discipline and execution in a challenging environment during fiscal 2024.

ANNUAL INCENTIVE COMPENSATION

We provide annual incentive opportunities to our NEOs under our ICP.

NEO TARGETS

At the start of each fiscal year, or upon hire, we establish for each executive an annual incentive compensation target equal to a percentage of the individual’s base salary effective as of the fiscal year-end period. For the NEOs, the target is based on our Peer Groups’ benchmark with adjustments to reflect internal equity and other subjective factors.

The table below summarizes the fiscal 2024 annual targets for our NEOs eligible for fiscal 2024 ICP awards which can range from zero to 200% of target incentive, in line with our pay for performance orientation. Mr. Rothe was not eligible for a fiscal 2024 award as he was hired after July 1, 2024, our cut-off for participating in the fiscal period.

2024 ICP MEASURES AND GOALS

The Committee annually reviews the compensation measures and weightings and our fiscal 2024 ICP was designed to reward our executives for achieving the Company’s financial goals. The following table indicates the fiscal 2024 ICP financial measures and weightings for assessment of Company-wide financial performance for all the NEOs:

2024 ICP COMPONENTS/WEIGHTING

PAYOUT TRIGGER: Adjusted EPS must be above $12.00 for any payout

Organic ARR and sales growth, adjusted EPS, and free cash flow directly link incentive metrics to key Company financial goals with a balance between sales, earnings, and capital management. The Committee uses the Company’s annual operating plan as the basis for setting our financial goals under our incentive compensation plans. The ICP financial goals for fiscal 2024 are shown below. The 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. Target goals for adjusted EPS and organic sales growth were set above the midpoint of external guidance in November 2023. Moreover, the Committee determined that no payments would be made under the ICP if adjusted EPS was less than $12.00—regardless of performance against any of the other financial goals.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

On an annual basis the Committee evaluates whether any adjustments to the calculation of the ICP financial measures are appropriate for items such as acquisitions or legal settlements that were not anticipated at the time the goals were set. See Other Information and Supplemental Financial Information sections below for the reconciliation to our externally reported results.

In recognition of the critical role that culture plays in the Company’s success, our fiscal 2024 ICP also included a possible adjustment based on strategic Company goal performance tied to the evolution of our culture. Our fiscal 2024 strategic goals were aligned to the four tenets of our culture:

A positive or negative ten percent adjustment to the fiscal 2024 ICP payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made on the strategic goals. Additionally, the Committee can adjust the NEO payout based on individual, team, or segment performance downwards to zero or upwards to two times the NEOs target annual incentive amount.

2024 PERFORMANCE AND PAYOUT RESULTS

In light of our pay for performance philosophy and based on our adjusted EPS performance below our performance threshold level, there are no fiscal 2024 ICP award payouts to our NEOs or other plan participants. The following table shows the 2024 financial goals used to determine award payouts under our ICP for fiscal 2024 and our performance compared to those goals.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS 

LONG-TERM INCENTIVES (LTI)

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. The Committee approves annual LTI awards for the CEO and executive officers, including the other NEOs, by individual and the CEO recommends to the Committee the LTI awards for other employees in total as a group.

As a critical element of our executive compensation program, at-risk long-term incentives make up the largest component of total pay for our NEOs. In fiscal 2024, the overall structure of our LTI program for executives continued to have three components with allocation of stock options, performance shares, and restricted stock to the following percentages of the total LTI value:

2024 LTI COMPONENTS/WEIGHTING

The allocation of annual LTI awards is based on our review of market practices for our Peer Groups, our pay for performance philosophy, and strong emphasis on creating shareowner value and attracting and retaining talent.

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

We occasionally make LTI awards to new executives as they are hired or current executives when promoted or to address retention during the year. These awards are approved by the Committee, and the award date is the date the award is approved or, if later, the start date for a new executive or promotion.

In determining the fiscal 2024 annual LTI awards for the NEOs, the following factors were considered:

The following table includes the aggregate grant date fair value of awards granted in fiscal 2024. These amounts were determined using the valuation method described in the Grants of Plan-Based Awards Table and may not correspond to the actual value that may be realized by the NEOs. The awards reflect the Committee’s assessment of leadership and competencies demonstrated and performance in the role and position to market benchmarks of our Peer Groups. Our annual LTI award components are explained below.

STOCK OPTIONS

We believe that stock options are an appropriate vehicle to reward management for increases in shareowner value, as they provide no value unless our share price increases above the grant date exercise price. The stock option grants vest in three equal increments one, two, and three years after the grant date, and have a 10-year life. The exercise price of all stock options is the fair market value of our stock at the close of trading on the date of the grant (the exercise price for stock options granted during fiscal 2024 was $279.50, the closing price on December 4, 2023). We do not reprice stock options, and it is prohibited by our long-term incentive plan.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS 

PERFORMANCE SHARES

Performance shares are designed to reward management for our relative TSR performance compared to our benchmarks 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 Committee, and will range from 0% to 200% of the target number of shares awarded. The unvested performance shares are not eligible for dividends.

For performance shares, the relative performance benchmark group index includes companies that are aligned with the Company’s strategic direction as indicated below. The payout formula, as summarized below, aligns closely to our Compensation Peer Groups’ prevalent practices to ensure we can attract and retain talent. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but absolute TSR is negative, the number of shares earned will be capped at target.

2022-2024 PERFORMANCE SHARE PAYOUT RESULTS

For the performance period from October 1, 2021, to September 30, 2024, our three-year TSR was below the 25th percentile of the companies in the S&P 500 Selected GICS Groups including Capital Goods, Software & Services, Technology, Hardware & Equipment companies, resulting in no performance shares earned. We use the 20-trading day average trading price of our common stock ending September 30 to determine the starting and final price for the calculation of TSR.

We believe the payout history of our long-term incentive plan demonstrates our pay for performance philosophy and our emphasis on long-term incentives that are aligned with the interest of shareowners.

RESTRICTED STOCK UNITS

We grant restricted stock units primarily to attract and retain high quality executives and to align with shareowner interests.

We grant restricted stock units that vest in three equal increments at one, two, and three years after the grant date. The restricted stock units accrue dividend equivalents that are paid in cash upon vesting of the underlying shares. We believe this approach aligns to prevalent market practice and positions us to attract and retain talent.

PERQUISITES

During fiscal 2024, our officers received very limited perquisites that included personal liability insurance, annual physicals, and, if applicable, recreational activities at Board retreats, relocation assistance, expatriate benefits, and limited personal use of Company plane and entertainment suites. Upon retirement, officers may elect to continue the personal liability insurance coverage at their own expense. For more information on our NEO perquisites during fiscal 2024, see the All Other Compensation Table below.

OTHER

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 our health and welfare plans, pension plan and 401(k) savings plan, and patent recognition program. Our non-qualified pension and savings plans use the same formulas as our qualified plans and provide benefits that may not be paid under our qualified plans due to limitations under the Internal Revenue Code of 1986, as amended (the “Code”). Our deferred compensation plan offers investment measurement options similar to those in our 401(k) savings plan and does not have any guaranteed rates of return.

COMPENSATION RISK ASSESSMENT

The Committee engages Willis Towers Watson annually to conduct a review of our executive 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 2024 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.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS 

Willis Towers Watson determined our executive compensation programs do not encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

OTHER COMPENSATION POLICIES

CHANGE OF CONTROL AND SEVERANCE

We have change of control agreements with each of the NEOs and certain other officers. Our current agreements are effective if there is a change of control (as defined in the agreements) on or before September 30, 2025. These agreements are reviewed and renewed every three years.

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

We do not have severance agreements in place with the NEOs for terminations other than those covered by our change of control agreements. However, we have at times entered into severance agreements with executives in connection with the 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 the Company’s best interests.

STOCK OWNERSHIP POLICY

We believe our focus on pay for performance is sharpened by aligning the long-term financial interests of our officers with those of our other shareowners. Accordingly, our stock ownership policy sets the following minimum ownership requirements for our officers. Our policy requires the following ownership requirements:

Officers must meet the ownership requirement within five years. There is also a hold-until-met requirement that prohibits an officer below the ownership guideline from selling his or her shares of stock, except for sales to cover taxes, the exercise price of stock options, and transaction costs. In addition, the policy expressly encourages officers to use Rule 10b5-1 trading plans for transactions involving sales of Company common stock.

Our stock ownership policy includes shares owned directly (including restricted shares and restricted stock units) or through our savings plans (including share equivalents under our non-qualified savings plans) when determining whether an officer meets the ownership requirements. We exclude stock options or performance share units when considering ownership.

As of September 30, 2024, all NEOs met the stock ownership requirements or are on track to meeting the requirement within the required five-year period.

OFFICER TRADING RESTRICTIONS

Under our trading procedures, an officer may not engage in any transactions involving Company securities, including gifts and option exercises, without first obtaining pre-clearance of the transaction from our Chief Legal Officer 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 (the “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 minimum 90-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 Chief Legal Officer.

We also have 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 an anti-pledging policy that prohibits officers from pledging Company securities.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS 

RECOUPMENT POLICY, CLAWBACKS, AND OTHER POST-EMPLOYMENT PROVISIONS

Our updated recoupment (clawback) policy was adopted by our Board effective as of October 1, 2023, with changes made in accordance with the SEC rules adopted to implement requirements of the Dodd-Frank Act. The policy applies to current and former officers subject to Section 16 of the Exchange Act and includes a three-year lookback for incentive compensation from the time of a material restatement if a recoupment is required. Under the policy, in the event of a restatement of our consolidated financial statements, whether at fault or otherwise, the Committee will, if applicable, require reimbursement or payment to us of the excess amount of any incentive compensation received by the officer during the three fiscal years preceding the earlier to occur of (i) the date on which the Company determines, or reasonably should have determined, such restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare such restatement, over the amount of incentive compensation that would have been received by the officer had it been based on the restated financial statements.

The Committee believes that the Company’s clawback policy is in keeping with good standards of corporate governance and mitigates the potential for excessive risk taking by Company executives.

Additionally, our equity award agreements 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 during the two years before the date of the officer’s retirement or other termination of employment.

DEDUCTIBILITY

The Tax Cuts and Jobs Act of 2017 enacted significant changes to Section 162(m) of the Code, including the repeal of the “performance-based” compensation exemption and the expansion of the definition of “covered employees”. 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.

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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of each of the NEOs for the fiscal years ended September 30, 2024, 2023, and 2022.

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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

ALL OTHER COMPENSATION TABLE

The following table describes each element of the All Other Compensation column in the Summary Compensation Table for fiscal 2024.

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EXECUTIVE COMPENSATION
GRANTS OF PLAN-BASED AWARDS TABLE

GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about equity and non-equity awards made to the NEOs in fiscal 2024.