UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant   ☒                              Filed by a party other than the Registrant   ☐

Check the appropriate box:

EMERSON ELECTRIC CO.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box)

8000 W. Florissant Avenue

St. Louis, MO 63136

Dear Fellow Shareholder:

I am pleased to invite you to join us at the 20212023 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 2, 20217, 2023, at 10:00 a.m., Central Time, currently scheduledto be held in a virtual format at the Emerson headquarters locatedour virtual meeting website accessible at 8000 W. Florissant Avenue, St. Louis, Missouri 63136. www.virtualshareholdermeeting.com/EMR2023.   At this year’s meeting, we will vote on the election of fourthree Directors and the ratification of the selection of KPMG LLP as Emerson’s independent registered public accounting firm. We will hold a non-binding advisory votevotes on the compensation of Emerson’s named executive officers.officers and on the frequency of such future advisory votes. We will also report on our business and provide an opportunity for shareholders to ask questions.   2020 will be long rememberedThe past year was truly transformative for our company as we took decisive steps to position Emerson for a promising future as a defining moment in the history ofleading global automation company. We expanded our company. This year brought obstacles that were impossibleindustrial software capabilities, made significant progress on our portfolio transformation, advanced our culture evolution and delivered value to foresee, but it also opened up new opportunities to adapt and rise to the needs and expectations of our employees, customers, communities and shareholders. The COVID-19 pandemic transformed the global economic landscape and brought to the foreground the importance of prioritizing the health of employees, customers and other stakeholders.shareholders through strong operational execution.

The pandemic highlightedEmerson delivered strong performance in 2022, exceeding the immense responsibilityunderlying sales and adjusted earnings per share targets we set at the beginning of the year, with net sales up 8%, underlying sales up 9%, earnings per share up 42% and adjusted earnings per share up 16%.

Our leadership team and Board of Directors executed a series of decisive transactions in 2022 that are reshaping Emerson as a global automation leader. We are guiding our portfolio journey with a clear vision and purpose: to drive significant value creation for our shareholders through a higher value, higher growth and cohesive Emerson. There have been many important steps in our transformation journey, including divesting several non-core businesses and making a number of acquisitions in the last year to bolster our automation capabilities. These strategic actions are transforming the portfolio and will enable Emerson to enhance our end market diversification. Our journey is not complete, however, and we will continue to actively manage our portfolio, including pursuing acquisitions in attractive, high-growth automation markets.

A critical component of our value creation strategy – and an area of accelerated focus for us in 2022 – is our culture. This year, we have built upon our foundation and made great strides to support critical industries around the world: life sciences, water, foodreimagine what it means to be an employee at Emerson. We are creating an environment where everyone feels valued, trusted and beverage, powerempowered. A couple of highlights include work we have done to modernize our talent philosophy and energy, the cold chain,talent management processes. We also implemented a global listening strategy, created remote working guidelines, fostered an inclusive environment through our 12,000-person Employee Resource Group community and indoor air comfortidentified targets to keep us accountable for building diverse and quality, just to name a few. In my two decadesinnovative teams as CEO, never has a single external shock had such far-reaching and lasting effects on the world – and never have I been prouder of our company’s ability to meet and overcome the toughest of challenges. Amid the evolving market dynamics and uncertainties, we quickly shifted and accelerated our cost containment and restructuring actions to address the new demand environment. And, thanks to our disciplined management process, we continue to deliver strong and consistent performance evengrow. We will continue to invest in our culture as we know this is key to unlocking the most challenging of conditions, marking in 2020 our 64^th year of consecutive increased dividends. For more information on our 2020 results, please see our 2020 Annual Report to Shareholders that is being made available with this Proxy Statement.

Through 2020 we further positioned the company to provide solutions from devices, instruments and sensors, to control systems, to data management, analytics and services. Software enables each of these critical value layers. In fact, as partpotential of our ongoing work to guide customers through their individual digital transformation journeys, we are reinforcing our commitment to software asemployees, driving innovation, executing with excellence and being a critical enabler and value driver with our software-enabled innovation portfolio. In 2020, our investment strategy included acquisitions such as Open Systems International, Inc. (OSI Inc.), strengthening our ability to help customers incorporate renewable energy sources and improve energy efficiency and reliability; Verdant, broadening our energy management and optimization capabilitiesbest-in-class global automation solutions organization.

I am thankful for residential and commercial applications; American Governor Company, building our technology capabilities and expertise in the renewable hydro-electric power industry; and Progea Group, expanding our robust embedded software and control portfolio for manufacturing, infrastructure and building automation applications. We are excited to welcome this new expertise and talent toperformance of the Emerson familyteam that delivered this transformational year, and excited to further develop and scale these technologies.

Our progress this year would not have been possible withoutI appreciate the work and guidance of our Board of Directors. I want to extend a special welcome to our newest board member, William H. Easter III who was elected in October. Bill will bring a wealth of business acumen and wisdom to our ranks. On behalfsupport of the Board of Directors who has been instrumental in enabling this transformation.

This is an important moment in the transformation of our company – and the full team at Emerson, we thank you, our shareholders, for your continued support and trust. We remain committed to creating long-term value for you every day, as we work to make the world a better place.

Your vote is very important. I encourage you toPlease complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. Please see our 2022 Annual Report to Shareholders made available with this Proxy Statement.

On behalf of the Board of Directors and all of us at Emerson, we thank our shareholdersyou for your continued trustongoing support and support.commitment.

December 11, 20209, 2022

Sincerely,

SURENDRALAL (LAL) L. KARSANBHAI

DAVID N. FARR

Chairman and

President, Chief Executive Officer and Director

Table of Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.

Annual Meeting

 

20212023 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, including instructions on accessing the virtual or hybrid options that may be necessary due to COVID-19,meeting,

see Questions and Answers beginning on page 61.59.

 

Meeting Date:Date Tuesday February 2, 20217, 2023		Meeting Place:Place Emerson Headquarters 8000 W. Florissant Ave. St. Louis, MO 63136The Annual Meeting will be held in a virtual format, at www.virtualshareholdermeeting. com/EMR2023		Meeting Time:Time 10:00 a.m. Central Time		Record Date:Date           November 24, 202029, 2022

 

Voting Matters		Board Board Recommendation		Vote Standard		Page
Management Proposals
Item 1 Election of Directors		FOR each nominee		Majority present & entitled to vote		5047
Item 2 Ratification of appointment of KPMG LLP as Independent Registered Public Accounting Firm		FOR		FOR		Majority present & entitled to vote		54    57
Item 3 Approval of named executive officer compensation		FOR		Majority present & entitled to vote		55
Item 4 Frequency of advisory votes on executive officer compensation		58    FOR ONE year		None		56

 

For the election of Directors, you have the choice of voting “FOR” all orindividual nominees, “AGAINST” individual nominees, or to “Withhold Authority” to vote“ABSTAIN” for all or individual nominees. For the other proposals,proposal two and three, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.

For proposal four, you have the choice of whether the vote should occur every one, two or three years, or to abstain on the matter. Whether or not you plan to attend the meeting, please provide your proxy by internet, phone, or by filling in, signing, dating and promptly mailing your proxy card or voting instruction form.

 

By Internet:Internet www.proxyvote.com				By Phone:Phone 1-800-690-6903 (toll free within U.S. and Canada)				By Mail:Mail Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

Attending the Meeting

YouTo access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2023 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 29, 2022, the record date for the Annual Meeting, or their legal proxy holders may alsoparticipate in, submit questions, examine the list of shareholders and vote at the meeting. All attendees must present government-issued photo identification, such as a driver’s license or passport. If you are a shareholderAnnual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of record, please check the boxAnnual Meeting at 10:00 a.m., Central Time.

For registered shareholders, the control number can be found on your proxy card and bring the tear-off admission ticket with you.or notice of internet availability that you previously received. If you are a beneficial or “street name”, holder and hold your shares are held in the name of someone else (suchthrough an intermediary, such as a broker, bank or other nominee), please bring a letternominee, you must obtain instructions from your broker, bank or account statement from that firm showing you were a beneficial holder on November 24, 2020. Failureother nominee to provide such identification may resultparticipate in, your exclusion fromsubmit questions, examine the meeting.list of shareholders and vote at the Annual Meeting.

PROXY STATEMENT SUMMARY

Our Board of Directors

Nominees and Continuing Directors

The Emerson Board is divided into three classes. You are being asked to vote on the fourthree Director nominees indicated below for the specified terms. The eight continuing Directors were previously elected to terms ending at the Annual Meeting specified. All Directors are independent, except Mr. Farr.Karsanbhai. Please see “Proxy Item No. 1 – Election of Directors” for more information.

 

AC  Audit Committee

CC  Compensation Committee

FC  Finance Committee

NC  Nominating and Corporate Governance and Nominating Committee

EC  Executive Committee

 

Nominees for Terms Ending in 2026

Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 62 Director Since 2019 Committees: CC, NC

Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 63 Director Since 2017 Committees: CC, EC, FC

Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 57 Director Since 2012 Committees: AC, FC

To Continue in Office Until 2024

Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 60 Director Since 2019 Committees: AC, CC

Arthur F. Golden Former Sr. Partner, Davis Polk and Wardwell Age: 76 Director Since 2000 Committees: EC, FC

Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International, Inc. Age: 75 Director Since 2014 Committees: AC, NC

James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 67 Director Since 2013 Committees: AC, EC, NC

 

Nominees for Terms Ending  To Continue in 2024

Office Until 2025

Mark A. BlinnJoshua B. Bolten Former Chief Executive Officer, and President, Flowserve Corp. Business Roundtable   Age: 5868 Director Since 20192012 Committees: AC, CCEC, NC

Arthur F. GoldenWilliam H. Easter III Sr. Counsel, Davis PolkFormer Chairman, President and WardwellCEO, DCP Midstream   Age: 7473 Director Since 20002020 Committees: EC,CC, FC

Candace KendleSurendralal (Lal) L. Karsanbhai Retired ChairmanPresident and CEO, Chief Executive Officer, Kendle International, Inc.Emerson   Age: 7353 Director Since 20142021 Committees: AC, NCEC

James S. Turley Retired Chairman and Chief Executive Officer, Ernst & Young LLP Age: 65 Director Since 2013 Committees: AC, EC, NC

To Continue in Office Until 2022

Clemens A. H. Boersig Retired Chairman of the Supervisory Board, Deutsche Bank AG Age: 72 Director Since 2009 Committees: CC, EC, FC

Joshua B. Bolten President and Chief Executive Officer, Business Roundtable Age: 66 Director Since 2012 Committees: EC, NC

William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 71 Director Since 2020 Committees: CC, FC

Lori M. Lee Chief Executive Officer CEO AT&T Latin America and Global Marketing Officer, AT&T, Inc.   Age: 5557 Director Since 2018 Committees: AC, FC

To Continue in Office Until 2023

Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 60 Director Since 2019 Committees: CC, NC

David N. Farr Chairman and Chief Executive Officer, Emerson Age: 65 Director Since 2000 Committee: EC,

Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 61 Director Since 2017 Committees: CC, FC

Matthew S. Levatich Former President and Chief Executive Officer, Harley-Davidson, Inc. Age: 55 Director Since 2012 Committees: AC, FC

PROXY STATEMENT SUMMARY

Independent and Engaged BoardKey Accomplishments

 

		98%Portfolio Transformation				Revising Annual Bonus Structure   attendance by Directors at committee meetings in fiscal 2020

		98%Announced Net Zero Targets		attendance by Directors at 9 Board meetings in fiscal 2020

91%		Revised Board Review Process director attendance at the 2020 Annual Meeting

Proactive Governance in 2020

Board refreshment – Added 2 new Directors in the last fiscal year

Continued enhancement of Board diversity

Accelerated Corporate Social Responsibility reporting

11 of 12 Directors are independent

Confirmed a third Director as an Audit Committee Financial
Expert

Formed the Environmental Sustainability Steering Committee

Director TenureBoard at A Glance

 

 

26       98%       98%       100%        65        2 of 3  Total Board and committee meetings in fiscal 2022       Attendance by    Directors at    committee    meetings    in fiscal 2022            Attendance by    Directors at 12    Board meetings    in fiscal 2022          Director    attendance at    2022 Annual    Meeting          Average    Director Age          Required    committees are    chaired by    women    65		Average Age

8 Years		Average Director Tenure

Board OversightDirector Skills and Experience

•

Lead Independent Director position and annual leadership structure review

•

Balanced Director tenure

•

Implementation of key corporate governance policies

-

Stock ownership guidelines

-

Blackout and stock-trading policies

-

Clawback policies

-

Pledging and anti-hedging policies

Board Diversity

THE BOARD SEEKS OUT HIGHLY-QUALIFIED DIVERSE CANDIDATES TO ADD TO THE RANGE OF SKILLS AND EXPERIENCE REPRESENTED ON OUR BOARD.

Each member of the Board Diversity Backgroundbrings invaluable experience. Below we have highlighted skillsets that will be essential as we continue to transform our culture and portfolio. For a full breakdown of the Board’s skills and each Director’s skills and experience, see “Nominees and Continuing Directors’ Skills and Experience Matrix” on page 47.

 

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

From Leadthe Independent DirectorChair

Dear Fellow Shareholder:

This has been an energizing year to serve on the Emerson Board of Directors as we partnered with President and CEO, Lal Karsanbhai, the leadership team and Emerson employees to tackle a challenging external environment while delivering a truly transformational year. In 2022, Emerson built a strong foundation for long-term success as a global automation solutions provider. As a Board, we have had increased opportunities to work with and guide Lal and the leadership team as they set a long-term strategy, continued shaping Emerson’s portfolio and set ambitious environmental, social and governance (ESG) targets. We have consistently engaged with the team to assess risk as Emerson makes bold, impactful decisions for the future. This past year, the Emerson leadership team outlined and acted on a decisive long-term strategy for value creation – prioritizing organic growth, portfolio management and operational excellence, all while keeping Emerson’s culture and people at the heart of the company. By evolving the company’s strategy, we as a Board have confidence in Emerson’s ability to create higher-value solutions for its customers, drive increased innovation and empower its teams.		CLEMENS A.H. BOERSIG

Dear Fellow Shareholder:

In my role as Lead Independent Director, I have the unique opportunity to work closely withThe leadership team continued transforming the Emerson Board of Directors, as well as David Farr, the CEOportfolio through both acquisitions and chairman. The Board’s focus is to guide Emersondivestitures, such as the Company respondstransaction with AspenTech to bolster Emerson’s industrial software portfolio and the dynamic economic environment and makes strategic investments that will deliver value now andsale of a majority stake of Climate Technologies, a transaction expected to close in the future. Independence amongfirst half of calendar year 2023. The Board members is key, sohas provided oversight and counsel throughout these transactions, and we can effectively representhave been pleased by the voice and interests of shareholders as we consultworld-class approach to creating a truly cohesive Emerson with a primary focus on Company direction.global automation solutions.

This year brought its share of challenges,was also pivotal for Emerson as a global citizen as the COVID-19 pandemic upended global economiescompany outlined new ESG targets and increased pressureinitiatives. ESG is an area of distinct focus for the Board, and we have been proud of the swift progress and new targets Emerson has announced. An important goal – achieving net zero GHG emissions across its value chain (Scopes 1, 2 and 3) by 2045 – was announced in the company’s most recent ESG report.

As a Board, we also continue to advance our commitment to sound governance, ensuring Emerson is managed to the highest standards of ethics and excellence. This past year, we continued our Board refreshment efforts, which included the engagement of an outside consultant to further develop the skills and competencies that are most desirable in new directors and match the company’s portfolio transformation. We will help ensure the right balance of tenure, experience and diversity on our Board to guide Emerson’s journey to become the world’s essential businesses in industries such as healthcare, manufacturing, powerleading provider of comprehensive automation solutions.

We look forward to our continued collaboration with Lal and energy, and food and beverage. Emerson’s response made me extremely proud. The Company’s disciplined management style and ability to adapt in real time helped Emerson sustain its business, lead its industries and support its customers and employees through the long, difficult months.

The circumstances of 2020 reinforced the value of an experienced, innovative leadership team to help navigate and address macrotrends impactinggo boldly toward the industries Emerson serves. The Company has a deep benchfuture of leaders, and the Board is committed to engaging in the development of this next generation to build on Emerson’s strong foundation. We continue to take a particularly active role in CEO and Director succession planning, a duty we approach with the utmost intentionality.

Our current Board and Emerson’s leadership team continue to place special focus on the Company’s sustainability strategy. This is ultimately the responsibility of every executive and employee throughout Emerson, and we are energized by what the Board has an important role to support the Company’s continued drive toward improved operations and innovative solutionsfuture will offer for Emerson customers. Emerson has expanded upon its efforts in its latest Corporate Social Responsibility Report, available at Emerson.com/CSR, and we plan to continue looking for opportunities to align our disclosures with established disclosure frameworks.

We’re also committed to ensuring diversityall of our Board. I’ve seen firsthand how our collective knowledge and varied expertise – in business leadership, manufacturing and corporate governance in all types of socioeconomic landscapes – have driven our success. In 2020, we were pleased to welcome W.H. (Bill) Easter III, former chairman, president and chief executive officer of DCP Midstream, LLC. Bill brings 35 years of industrial knowledge and expands the range of perspectives on the Board – crucial for the Company’s continued vitality and innovation.Emerson’s stakeholders.

On behalf of the entire Board, thank you for your continued support and engagement. I wish all of you health and success in these unique and challenging times.

Sincerely,ongoing trust.

Dr. Clemens A.H. BoersigJames S. Turley

Lead Independent Director,Chair of Board of Directors, Emerson

Board and Committee Operations

Board and Corporate Governance

Board Responsibility Overview

The primary responsibility of our Board is to foster ourthe Company’s long-term success. In fulfilling this role, each Director must exercise good faith business judgment in the best interests of Emerson, our shareholders, employees and communities in which we operate. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management. Management has responsibility for our day-to-day operations, implementing these policies and strategic direction, subject to Board oversight.

Governance Principles and Ethics Program

Our Board has adopted the Company’s Corporate Governance Principles and Practices that govern the structure and operations of our Board, Board oversight of management and relations between the Board and our shareholders. In addition, our Board has adopted an ethics program that applies to all Emerson employees and our Directors, and includes an Employee Code of Conduct, supplements that are specifically applicable to our Directors and executive officers, and an additional code of ethics applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller.

The Company’s Corporate Governance Principles and Practices and each component of its ethics program are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics. Printed copies of these documents are available to shareholders upon written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting any amendments and/or waivers to its ethics code at the same location on its website.

The Board of Directors annually reviews its governance policies and practices, taking into account changes in applicable law, trends in corporate governance and input from shareholders.

Sustainability and CorporateBoard Role in Environmental, Social Responsibility& Governance (ESG)

Our sustainabilityESG and corporate social responsibility strategy is overseen by our Board and its committees as a part of their oversight of our overall strategy and risk management. The full Board has responsibility for the oversight of our sustainability efforts. These efforts are part of a process that is designed to provide the Board timely visibility into the identification, reporting, assessment, and management of sustainabilityESG issues. The Corporate Governance and Nominating Committee is responsible for assisting the Board in the oversight of the Company’s sustainability strategy, engaging with shareholders on inquiries related to ESG, and establishing principles and policies for ESG, which includes, among other things, the matters covered in the Company’s ESG Report. Our ESG Report (formerly our Corporate Social Responsibility Report (CSR). Our CSR reportReport) has been published annually since 2015 and these reports are available on our website. In addition,Our Audit Committee provides oversight of the integrity of our Audit CommitteeESG data in the Company’s disclosures, reviews a summary of the Company’s environmental activities and a summary of anticipated environmental audits and expenditures each year. Our Compensation Committee provides oversight of alignment of management compensation with the Company’s ESG objectives, including diversity, equity and inclusion (DE&I) and GHG emissions reduction targets.

In our business and manufacturing operations around the world, our strategy focuses on efficient use of energy and natural resources to help reduce the intensity of the Company’s greenhouse gas (GHG)GHG emissions. In 2019, we committedannounced a goal to reducingreduce our GHG emissions by 20%, normalized to sales, across our manufacturing and shared services facilities by the year 2028. As part of these efforts, in 20202021 we createdappointed our first Chief Sustainability Officer who is leading the Company and the Environmental Sustainability Steering Committee, comprised of senior-level Emerson executives, to further our environmental sustainability efforts. In 2022, we announced ambitious net zero GHG emissions targets and surpassed our original EHG emissions reduction targets, normalized to sales.

Our human capital management and succession planning, including diversity and inclusionDE&I initiatives, are important components of our strategy. Attracting, developing, and retaining talent is key to our business and operating results. Nearly half of the members of our current Board of Directors are women or persons of color. We have developed and continue to enhance a robust and comprehensive company-wide talent management program. In 2021, we introduced a diversity goal at our leadership level and evaluate progress in attaining those goals as part of our management’s compensation. We have developed processes to track our progress towards achieving these goals, which are reviewed under the supervision of the Audit Committee. We hired our first Chief People Officer in 2021 to help ensure the Company remains positioned to grow and retain talent now and in the future. To assess and improve employee retention and engagement, the Company surveys employees with the assistance of third-party consultants and takes actions to address areas of employee concern. Over 26,000 employees participated in our most recent surveys and overall gave high scores in our three focus areas: employee engagement, processes and procedures related to COVID-19 and diversity. As part of our diversity and inclusionDE&I efforts, among other things, the Company formedhas a Diversity Council, in 2012, comprised of 14 senior-level Emerson executives to advance diversity and inclusion within the company. In addition, theOver 25,000 employees have completed training modules addressing diversity awareness and unconscious bias. The Company has established the following employee resource groups: Blacks Reinforcing Diversity, Women in STEM,Black Employee Alliance, LGBTQ + Allies, and the Veterans Resource Group. We are forming a new employee resource group named “Somos,” which will focusSomos (focusing on supporting the Latin Americans and Hispanics at Emerson and in the communities we serve.serve), the Veterans Resource Group, the Women’s Impact Network, the Asian & Pacific Islander Alliance, and Mosaic (focusing on employees working away from their home country). In 2022, we formed a new employee resource group named Diverse Abilities (focusing on encouraging social awareness of perceived impairments and/or disabilities). In addition, we have also amplified our diversity objectives with focus within our communities, including working more closely with Historically Black Colleges and other diverse academic institutions, allocating a portion of our charitable contribution funds to be directed by our employee resource groups.

BOARD AND COMMITTEE OPERATIONS

Highlights of Recent Corporate GovernanceESG Changes

Our Corporate Governance and Nominating Committee regularly considers a broad range of corporate governance issues and is committed to adopting governance practices that are the most beneficial to the Company and its shareholders. As part of its review process, the Board recently made the following changes to Emerson’s ESG-relatedcorporate governance polices:policies:

We believe these actions are indicators of good governance and enhance our accountability to shareholders.

Board Meetings and Attendance

There were ninetwelve meetings of the Board during fiscal 2020.2022. All Directors attended at least 75% of the meetings of the Board and committees on which he or she served. Moreover, Directors had 98% Board meeting attendance and the Directors’ average attendance rate at meetings of the committees on which they serve was 98%. Directors are strongly encouraged to attend the Annual Meeting, although the Company has no policy requiring attendance. Ten of the elevenAll Directors then in office attended the 20202022 Annual Meeting.

Board Leadership Structure

The Board believes that it should have the flexibility to determine whether the same person should serve as both Chair and CEO based on what it believes will provide appropriate Company leadership and deep global industry knowledge. In 2021, the Board determined to separate the roles of the Chief Executive Officer and the Chair of the Board and to elect an independent Chair. The Board believes that itsthis current structure, with Mr. Karsanbhai serving as both CEO and as a Director and Mr. Turley serving as an independent, non-executive Board Chair, is appropriate given Mr. Karsanbhai’s recent promotion and Mr. Turley’s extensive experience in key Board roles and leadership experience. Consistent with past practice, if those functions are re-combined in the future, the Company anticipates that it would designate a Lead Independent Director at such time.

BOARD AND COMMITTEE OPERATIONS

The Board Chair serves an important role in our governance structure with Mr. Farr serving as both Chairroles and CEO, is appropriate given Mr. Farr’s past success and extensive experienceresponsibilities specified in these roles, the efficiencies of having the CEO serve as Chair, the Company’s strong corporate governance structure,Corporate Governance Principles and Practices, which includes, among other things:

Each year the Board, through its Corporate Governance and Nominating Committee, reviews its leadership structure including the combined Chair and CEO, to ensure that it remains appropriate for the Company.

Board Role in Company Strategy

One of the Board’s responsibilities is overseeing management’s development and execution of the Company’s strategy. The Board receives updates from management and engages with management to understand and monitor business objectives, competitive landscape, economic trends and other developments. The Board looks to the expertise of its committees, and third-party experts as needed, to inform its oversight responsibilities. The Board was actively engaged in the Company’s recent M&A activities, including the Company’s investment in AspenTech, the sale of a majority interest in its Climate Technologies business and the decision to exit business operations in Russia and divest Metran.

Board Role in Risk Oversight

The Board has responsibility for oversight of the Company’s risk management process. The Board administers its risk oversight both through active review and discussion by the full Board and by delegating certain oversight responsibilities to one of its committees for further consideration and evaluation of specific risks. Each committee reports to the full Board with respect to the committee’s risk oversight activities on a regular basis. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The areas of critical risk include strategic, macroeconomic and operational risks. With respect to the Board’s committees, the Compensation Committee provides oversight for risks associated with its purpose, including, among others, risks related to human capital. The Governance and Nominating Committee provides oversight for risks associated with its purpose, including, among others, risks related to the Company’s reputation, matters of shareholder interest, social issues, laws and regulations. The Audit Committee provides oversight for risks associated with its purpose, including, among others, risks related to financial reporting, compliance with laws and regulations, reputational issues and cybersecurity. The Audit Committee also assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk include strategic, operational, cyber security, compliance, environmental, sustainability, financial and reputational. The full Board, or the appropriate committee, receives this information through updates from management to enable it to understand and monitor the Company’s risk management process.

Shareholder Engagement

We value our shareholders’ perspective on our businesses and each year interact with shareholders and investment analysts through a variety of engagement activities. These engagement activities include our annual investor conference in February and participation in industry conferences throughout the year. In addition, we routinely schedule additional engagement meetings with investors and analysts in various locations around the world, which in 2020 included meetings in New York City, Boston, Chicago and Frankfurt, Germany, among other locations. In 2020, we also hosted analysts and investors at key operational headquarters in Shakopee, Minnesota and Shanghai, China.world. Investors and analysts may schedule meetings with our DirectorVice President of Investor Relations to request additional information regarding the Company. We reach out to our largest shareholders each year in connection with our Annual Meeting to discuss, among other things, the matters that will be voted on at the meeting, leadership structure, business strategy, financial performance, governance, executive compensation, diversity, sustainability initiatives, and we respond to questions or concerns raised by shareholders. We discuss input provided by our shareholders during these meetings with our full Board, Corporate Governance and Nominating Committee, Compensation Committee, and other Committees of the Board as appropriate. Our Investor Relations department can be reached at 314-553-2197, investor.relations@emerson.com, or at www.Emerson.com, Investors, Investor Resources, Shareholder Information.

Board Composition

Our current Board consists of twelveeleven Directors. We have added fivesix new Directors in the last foursix years.

As required by our Restated Articles of Incorporation, our Board is divided into three classes, with the terms of office of each class ending in successive years. The Directors in one class are elected at each Annual Meeting to serve for a three-year term and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Periodically, a Director is elected to a class with a shorter term, or moved into a different class between meetings, to rebalance the classes.

Pursuant to the Company’s Bylaws, a Director may not stand for election after age 72 without Board review and assessment. If our Board determines that continued service beyond this period is in the best interests of Emerson and our shareholders, our Board may amend the Bylaws to waive this requirement and allow election to an additional term, subject to our classified Board structure and key business issues. In light of theirhis extensive experience and key roles with the Company at this time,recent addition to our Board, in 2021 we have amended our Bylaws to permit Mr. Easter to stand for election at the 2022 Annual Meeting. The Bylaws also permitted Mr. Golden and Dr. Kendle to stand for election to the Board for an additional term at the 2021 Annual Meeting and to allow Mr. Easter to stand for election at the 2022 Annual Meeting.

BOARD AND COMMITTEE OPERATIONS

Our Board’s membership represents a balanced approach to Director tenure, allowing our Board to benefit from the experience of longer-serving Directors as well as the fresh perspectives of newer Directors. The Board is continually seeking out highly-qualified, diverse candidates to add to the range of skills and experiencesexperience represented on our Board.

Our Directors have a wide range of skills and experience in a variety of professions and industries, including:

The specific background, skills and experience of each of our Directors is detailed under Proposal“Proxy Item No. 1 – Election of Directors.

Directors” on page 47. The Corporate Governance and Nominating Committee has the primary responsibility for developing a Director succession plan. The Committee periodically reviews our Board composition and, as discussed above, identifies the appropriate mix of experiences, skills, attributes and tenure for our Board in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of Directors that can best continue our success and represent our shareholders’ interests. The Committee and our Board are committed to developing a diverse pool of potential candidates for future Board service. As part of this process,In 2022, the Board recently added William H. Easter III, former Chairman, PresidentCommittee retained Spencer Stuart to assist in identifying and Chief Executive Officer of DCP Midstream. Among other attributes, Mr. Easter brings deep knowledge in the energy sector and has extensive people and organizational leadership experience.evaluating potential candidates.

Other Key Governance Policies

We have adopted corporate governance policies which encourage significant long-term stock ownership and align the interests of our executives with our shareholders. These policies include:

BOARD AND COMMITTEE OPERATIONS

Certain Business Relationships and Related Party Transactions

Based on the review described above, there were no transactions from October 1, 20192021, through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors, nominees or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.

Director Independence

The Board has determined that all current Directors, other than Mr. Farr,Karsanbhai, are independent, as defined under the general independence standards of the New York Stock Exchange (“NYSE”). C. A. H. Boersig retired from the Board at the 2022 Annual Meeting but was determined to be independent while he served. All Directors identified as independent meet the Board adopted independence standards. These standards are included in Appendix A and are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Principles & Practices.

In the course of the Board’s independence determinations, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:

Committees of Our Board of Directors

Our Board of Directors has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow Directors to engage in deeper analysis and oversight in specific areas of importance. The members and Committee Chairs are

BOARD AND COMMITTEE OPERATIONS

Our Board has adopted written Committee charters which are available on our website, www.Emerson.com, Investors, Corporate Governance, Committee Charters. The primary responsibilities and membership of each Committee are below:

BOARD AND COMMITTEE OPERATIONS

Corporate Governance and Nominating Committee

Nomination Process

The Corporate Governance and Nominating Committee is primarily responsible for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The Committee, which consists entirely of independent directors under applicable SEC rules and NYSE listing standards, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The Committee reviews potential nominees from several sources, including Directors, management, shareholders or others. The Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. Mr. Blinn, who is standing for election for the first time, was recommended by a shareholder.The Committee retained Spencer Stuart in 2021 to assist in identifying and evaluating potential candidates.

In evaluating potential nominees, the Committee considers the knowledge, reputation, experience, integrity and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board and their ability to devote sufficient time and effort to their duties as Directors. The Board considers the following experience particularly relevant: manufacturing, global business, in particular in emerging markets and China, business development, technology and innovation, legal, investment banking, acquisitions and finance, government,business development, large company CEO or COO, financial leadership or expertise, corporate governance, operational leadership, industry, end markets and information technology,targeted growth areas, as well as experience on the boards of other major organizations. The Company’s Corporate Governance Principles and Practices set forth the minimum qualifications for nominees. Candidates are interviewed multiple times by the ChairmanChair of the Board, the CEO, the Chair of the Corporate Governance and CEO, Lead Independent Director,Nominating Committee and other members of the Board to ensure that candidates not only possess the requisites skills and characteristics, but also the personality, leadership traits, work ethic, and independence of thought to effectively contribute as a member of the Board. The best candidates are then recommended by the Committee to the Board.

To ensure that the Board continues to evolve and be refreshed in a manner that serves the Company’s changing business and strategic needs, before recommending for re-nomination a slate of incumbent directors for an additional term, the Committee also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the periodic review the Committee performs of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole, and the results of the Board’s annual evaluation.

The Board’s policy is to seek qualified candidates. In evaluating candidates, the Committee will consider diversity criteria such as race, ethnicity, gender, cultural background, national origin, religion, disability, age or sexual orientation. The Board seeks to maintain a balance of perspectives, qualities and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. The Board is committed to using refreshment opportunities to strengthen its cognitive diversity. To accomplish this, existing Board members and outside agencies are required to recommend candidates to further these objectives. The Board’s success on these objectives is measured by the range of viewpoints represented on the Board.

The Committee will consider candidates recommended by shareholders if required biographical information is properly submitted as described in “Other Matters – Future Shareholder Proposals and Nominations” aton page 64 below.61. Properly submitted shareholder recommendations are sent to the Committee and will receive the same consideration as others identified to the Committee.

The Company’s Bylaws permit shareholders to nominate Directors at an annual meeting of shareholders or at a special meeting at which Directors are to be elected. The procedures for making such nominations are discussed in “Other Matters – Future Shareholder Proposals and Nominations” beginning on page 64.61.

BOARD AND COMMITTEE OPERATIONS

Director Compensation

Processes and Procedures for Determination of Director Compensation

The Corporate Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis and to make recommendations. Based on this analysis, management makes recommendations regarding Director compensation for the Committee’s consideration. Frederic W. Cook & Co. prepared this analysis for fiscal 2020. For fiscal 2021, no changes2022. Changes were recommended by management and the Committee and no changes were made by the Board.

Director Compensation Program

Each non-management Director is paid an annual retainer comprised of cash and equity in cash and/orthe form of restricted stock or restricted stock units (“RSUs”), as well as meeting fees and reimbursement of expenses. The Lead Independent DirectorBoard Chair and each Committee Chair receive an additional cash retainer. Mr. FarrKarsanbhai does not receive any additional compensation for service on the Board. In fiscal 2020,2022, the Director compensation program provided for the following payments:

Effective AprilOctober 1, 2020 through September 30, 2020,2021, the cash portion of the annual retainer was increased to $140,000, the lead independent directorannual restricted stock or RSU retainer the committee chair retainerswas increased to $175,000 and meeting fees were reduced by 15% in light ofeliminated for the Company’s cost cutting efforts during the height of the COVID-19 pandemic.first 24 Board or Committee meetings per year.

Emerson’s Director Stock Ownership Policy generally requires non-management Directors to hold stock equal to five times annual cash compensation, subject to a phase-in policy for new Directors. Our non-management Directors generally are required to hold all restricted stock and RSUs until retirement from our Board. The awards generally do not vest until the last day of a Director’s term after the age of 72, or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-EmployeeNon-employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2020,2022, the applicable prime rate ranged from 3.25% to 5.00%6.25%, while 120% of the applicable federal long-term rate ranged from 1.20%2.07% to 2.49%3.95%. A. F. Golden participated in this deferral program during fiscal 20202022 and above-market earnings on his deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash.

BOARD AND COMMITTEE OPERATIONS

The table below sets forth non-management Director compensation for fiscal 2020.2022.

Director Compensation Table

BOARD AND COMMITTEE OPERATIONS

Audit Committee

Report of the Audit Committee

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting, financial and reporting controls, the performance of the internal audit function, risk management, the independent audit process of the Company’s annual financial statements and the Company’s compliance with legal and regulatory requirements. Management is responsible for these processes.

The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Additionally, the Committee provides oversight of the Company’s processes for managing cybersecurity risk, including the Company’s framework for preventing, detecting, and addressing cybersecurity, and processes and metrics related to our management of human capital and our stated diversity goals. An independent third party is used to audit our systems and processes for alignment with ISO 27001.

Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020,2022, including a discussion of the quality and the acceptability of

BOARD AND COMMITTEE OPERATIONS

Fees Paid to KPMG LLP

Fees paid to KPMG LLP, the Company’s independent registered public accounting firm:

Audit Fees primarily represent the cost for the audit of the Company’s annual financial statements, reviews of quarterly SEC filings and statutory audits at non-U.S. locations. This includes $4.1 million of fees for AspenTech, which is a majority owned subsidiary of the Company.

Audit-Related Fees are primarily attributable to otheraudit procedures related to potential divestitures, acquisition and divestiture due diligence, audits of employee benefit plans and statutory filings.

Tax Fees are related to tax compliance services.

The Audit Committee approved in advance all services provided by KPMG LLP. The Audit Committee’s pre-approval policies and procedures are included within the Audit Committee Charter, which can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance.

Compensation Committee

The Compensation Committee operates under a written charter that details the Committee’s authority, composition and procedures. The Committee may delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next meeting. For a discussion of delegations of authority to the CEO, see “Equity Compensation Grant Practices” at page 35 below.

For fiscal 2020,2022, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs, policies and practices for its employees, including the Company’s executive compensation program and practices. The Committee accepted the result of these reviews that our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business. Please seeSee “Our Compensation Best Practices” on page 23 and “Policies Supporting our Fundamental Principles” on page 3233 for additional information.

Role of Executive Officers and the Compensation Consultant

Executive Officers

As described in “Compensation Discussion and Analysis – Setting Annual Total Compensation” on page 25, our CEO makes recommendations to the Compensation Committee based on management input regarding total compensation of the other executive officers. Management also develops and presents to the Committee design recommendations for compensation programs.

The Compensation Committee has unrestricted access to management and may request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the CEO, except for executive sessions and discussions of his own compensation, by theSenior Vice President-Executive Compensation,President and Chief People Officer, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the CEO’s compensation with the Board in executive sessions of non-management Directors only.

Compensation Consultant

The Compensation Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. The Committee has engaged Exequity LLP (Exequity) as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2020,2022, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Management engages Frederic W. Cook & Co. from time to time to assist with executive compensation program design and competitive pay analysis as well as director compensation analysis. The Committee reviews this information in determining compensation for the NEOs. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Information” on page 24.

BOARD AND COMMITTEE OPERATIONS

Compensation Committee Report

The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in the interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 12, “Compensation Committee” on page 17 and “Role of Our Compensation Committee” on page 21.

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the NEOs. See “Compensation Discussion and Analysis” beginning on page 19. The

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation programs and practices regarding our Named Executive Officers (“NEOs”) for the 20202022 fiscal year. Our NEOs for fiscal 20202022 included our Chief Executive Officer, Chief Financial Officer and the next three most highly compensated officers, as well as our former Executive President Commercial & Residential Solutions who stepped down from this role on August 12, 2020 and left the Company effective September 30, 2020, listed below:

Executive Summary

At Emerson, our goal is to attract and retain talented executives who deliver value to our shareholders through the achievement of the Company’s specific business objectives, such as consistent sustained growth in earnings per share, cash flow and premium return on investments. Our executive compensation program and overall pay for performance philosophy align with that goal and drive our results.

In fiscal 2022, the Company took decisive steps to position Emerson as a leading global automation company. In addition to the significant progress made in our portfolio transformation, the Company continued to advance its culture evolution, expanded its industrial software capabilities and continued its strong operational execution.

Fiscal 20202022 Performance Highlights

EXECUTIVE COMPENSATION

Focus on Purpose and ValuesExecution

At Emerson, our abilityPurpose is to quickly adapt to changing market dynamics and uncertainties and still rise to the call for innovative solutions from our customers reflects not only our core Values, but our Purpose-focused mindset. These foundational Values and Purpose-mindset inform our strategy and decisions as an organization and reinforce our core dedication to our employees, shareholders, customers and suppliers and our drive to deliver results. This mindset and the outcomes achieved through our disciplined management processes was tested this year through obstacles and challenges that were impossible to foresee but allowed us to maintain strong and consistent financial performance.

In January 2020, we were inspired to define our Purpose and reimagine the causes we work toward every day. As we did when we set out to define our core Values in 2018, we gained the input of over 17,000 employees worldwide to align on our Purpose: To drive innovation that makes the world healthier, safer, smarter and more sustainable.sustainable. Our Purpose builds on and is strengthenedsupported by our foundational Values of Integrity, Collaboration, Safety & Quality, Continuous Improvement, Customer Focus, Innovation and Support Our People.People. In this transformative time for our Company, through portfolio reshaping and continued global economic and social obstacles and challenges, we are focused on strategically driving the Company forward through three priority areas: Culture, Portfolio and Execution. We want to continue to build upon our legacy and advance our business with intention and purpose and reinforce a strong future of Emerson for our employees, communities, customers, shareholders and valued partners.

The

Culture

We believe that strengthening the foundation of our culture by continuing our focus on our Purposepeople will make our Company more collaborative, innovative and successful. We are committed to enabling a culture where everyone feels valued, trusted and empowered and continuing to integrate environmental, social and governance (ESG) priorities, including as part of our total compensation discussions and programs. In June 2022, the Company published its most recent ESG report. That report outlines the Company’s ESG plans and goals, which include specific net zero and DE&I goals. We also implemented a global listening strategy, created remote working guidelines, and fostered an inclusive environment through our more than 12,000-person Employee Resource Group community. Further, in determining fiscal year 2022 annual bonuses, the Compensation Committee considered the Company’s progress in our announced GHG and DE&I goals.

Portfolio

In fiscal 2022, the Company accelerated critical portfolio changes at a scale that is unprecedented in its recent history. These portfolio changes (below) are reshaping the Company into a focused automation leader. The Company expects these actions to deliver higher growth and a cohesive portfolio.

In October 2022, the Company announced an agreement to sell a majority stake in its Climate Technologies business to a joint venture with Blackstone. This is a key step in the Company’s transformation into a focused automation leader, and the demonstration of our Values starts atCompany expects that it will lead to additional strategic investments in automation markets.

Execution

The Company’s financial performance highlighted its strong focus on execution as it navigated the highest level of our organization. Our CEO and NEOs work to reinforce our Purpose and Values with our businesses and global workforce in their actions and decisions. With the onsetimpact of the global pandemic, our Valuesgeopolitical challenges, supply chain disruptions, labor shortages and inflation. The Company delivered 8% net sales and 9% underlying sales growth, a 42% earnings per share, 16% adjusted earnings per share increase, operating cash flow of Safety & Quality, Customer Focus$2.9 billion, free cash flow of $2.4 billion, and Support Our People were front90% operating cash flow conversion with 98% adjusted free cash flow conversion. Through this transformative year, the Company also continued to reinvigorate its organic growth engine through innovation and center in our responsecommercial excellence programs. The Company’s portfolio actions position it to thebe a more focused automation company that is accelerating key growth initiatives such as industrial software enablement, energy transition readiness and COVID-19end-market crisis and our Purpose was recognized in our responsibility to support critical industries around the world, including life sciences, water, food and beverage, power and energy, the cold chain and indoor air comfort and quality.diversification.

EXECUTIVE COMPENSATION

Pay for Performance Fundamental Principles

Our executive compensation program is based on a consistent set of key principles that directs compensation decisions and communicates to participants the Company’s Purpose, core Values, critical business strategies and performance objectives. These principles guide the performance objectives that drive strong results to maximize shareholder value, make Emerson a good global citizen, enhance critical capabilities for us and our customers and encourage career-long commitments to the Company.

These fundamental compensation principles include:

Our executive compensation program mirrors our rigorous and disciplined management process – a hallmark of Emerson since our founding in 1890 – by ensuring that these principles are reflected in our compensation decisions.

EXECUTIVE COMPENSATION

Compensation Mix

In determining the total compensation of each of our NEOs, the Compensation Committee balances the compensation mix considering the executive’s level of responsibilities, leadership and career potential, individual performance and service with the Company, with the objective of achieving a high and sustainable level of Company and individual performance. At-risk compensation (annual cash bonus and performance shares) increases as responsibilities increase and generally makes up 75% or more of the total compensation mix for our NEOs. Total compensation is targeted to the median market range of our compensation comparator group.

Key Compensation Decisions in Fiscal 20202022

EXECUTIVE COMPENSATION

Our Compensation Best Practices

EXECUTIVE COMPENSATION

Competitive Market Information

How We Determine Our Compensation Comparator Group

The Compensation Committee annually reviews and approves the compensation comparator group that it uses to conduct market analysis and determine competitive pay ranges for our NEOs at its June meeting.NEOs. As in prior years, the Committee reviewed a special study and screening prepared by Frederic W. Cook & Co. and selected compensation comparator companies for fiscal 20202022 compensation based upon one or more of the following criteria (which are not assigned any specific weight):

2020Fiscal 2022 Compensation Comparator Group Companies

For fiscal 2020, no changes2022, Ingersoll Rand and United Technologies were made to our existingremoved and Carrier Global, DuPont, Stanley Black & Decker and Trane were added, resulting in the 22-company24-company compensation comparator group listed below:

The current global economic conditions, organizational restructurings and merger and acquisition activities and other market dynamics may have affected these companies and their appropriateness for inclusion in our compensation comparator group for future periods based on the criteria noted above. The Compensation Committee will undertake a full review of our compensation comparator group companies in June 2021.

Emerson vs. Compensation Comparator Group

Source: Capital IQ

Results as of 9/30/22

EXECUTIVE COMPENSATION

ElementsCompensation of Compensationour Named Executive Officers

Setting Annual Total Compensation

The Compensation Committee targets annual total compensation (cash and annual long-term stock compensation) for our NEOs in the median market range of our compensation comparator group. To determine the median market range, the Committee uses a competitive pay analysis of total compensation for the proxy reported officer positions at the compensation comparator group companies prepared by Frederic W. Cook & Co. The Committee also reviews and confirms the competitive market pay analysis with Exequity, its independent compensation consultant. The competitive pay analysis is not used to establish performance goals in the Company’s compensation programs.

The Committee does not set specific financial targets related to annual cash compensation and pay determinations are not based on any formula. Actual pay is dependent on Company and individual performance and based on the Committee’s informed judgment. The Committee does monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific pay ratio is targeted.

For the fiscal 2022 annual bonus, the Committee did not set specific financial or operating targets related to annual cash compensation and pay determinations were not based on any formula. Actual pay was dependent on Company and individual performance and based on the Committee’s informed judgment. However, for 2022, the Committee utilized an ESG performance modifier based on the achievement of ESG targets in support of our publicly disclosed leadership representation and GHG goals. This ESG modifier provided that the discretionary bonus amount determined by the Committee would be adjusted by plus or minus 7.5% based on progress toward the ESG goals.

The Committee meets in executive session to review and set the CEO’s compensation. TheFor fiscal 2022, the Committee considersconsidered a number of factors in making its decision, including: market data;data, compensation elements;elements, Company performance;performance, tenure and experience; retention;experience, retention and the CEO’s individual performance, leadership, contributions to the Company and impact on results. The Committee also discusses the CEO’s compensation annually with the non-management Directors in executive session.

For the NEOs and other key executives, our CEO reviews with the Committee the individual performance and leadership potential of these key executives, along with the Company’s financial results, and makes individual pay recommendations to the Committee. The CEO’s recommendations are informed by our robust annual organizational review, compensation planning and performance review processes.

For the fiscal 2023 annual bonus, the Committee determined to shift to a formulaic bonus structure with pay dependent on the Company’s progress toward objective pay criteria utilizing adjusted EPS, operating cash flow and ESG goals.

EXECUTIVE COMPENSATION

Fiscal 20202022 CEO and NEO Performance

CEO Performance.In determining the appropriate level of total compensation for the CEO,Mr. Karsanbhai, the Committee evaluated the Company’s strong and consistent financial performance in fiscal 20202022 (summarized on page 19) despite unprecedented rapid downturn of global markets due to the COVID-19 pandemic; the disciplined management of theand his focus and actions on Company’s businessstrategy as driven by portfolio transformation, cultural evolution, and operations and mobilization of our global leadership during the COVID-19 pandemic and other geopolitical challenges; his actions upholding the Value of Support Our People in ensuring employees had a safe working environment while continuing operations to support critical industries; the continued aggressive execution of cost containment actions announced prior to global pandemic; our strategic acquisition activity; his critical succession planning leadership; his actions to bring renewed focus to the Company’s Purpose and Values; his individual leadership, performance and contributions; his tenure as CEO; and the retention of strong operational execution.

Mr. Farr. Considering these factors, the Committee determined that Mr. Farr’s 2020Karsanbhai’s annual total compensation while down compared to 2019, remains(cash and annual long-term stock compensation) is in the median market range.range of our compensation comparator group. The Committee noted that Mr. FarrKarsanbhai has successfully led the Company through a challenging 2020 fiscal yearthis period of transition and highlighted the following significant accomplishments.