DEF 14A of Emerson Electric Co, Dec 13, 2024

DEF 14A of Emerson Electric Co

Filed Dec 13, 2024 · FY20240000032604-24-000057

Open on EDGAR

  1. Our Board Of Directors

    Our Board Of Directors

  2. Nominees and Continuing Directors

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

  3. Nominees and Continuing Directors

    | AC Audit Committee CC Compensation Committee TC Technology and Environmental Sustainability Committee | NC Governance and Nominating Committee EC Executive Committee |

  4. Nominees and Continuing Directors

    | Director Nominees for Terms ending in 2028 | | | | | | | | | | Joshua B. Bolten Chief Executive Officer, Business Roundtable Age: 70 Director Since 2012 Committees: CC, EC, NC | Calvin G. Butler, Jr. President and CEO, Exelon Age: 55 Director Since 2024 Committees: NC | Surendralal (Lal) L. Karsanbhai President and CEO, Emerson Age: 55 Director Since 2021 Committees: EC | Lori M. Lee Global Marketing Officer and Senior Executive Vice President of International and Human Resources, AT&T Inc. Age: 59 Director Since 2018 Committees: AC, EC | | William H. Easter III, currently an independent Director and a member of the Compensation Committee, Executive Committee and Technology and Environmental Sustainability Committee, will be retiring from the Board as of the Annual Meeting. | | | | | To Continue in Office Until 2026 | | | | | | | | | | Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 64 Director Since 2019 Committees: CC, NC | Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 65 Director Since 2017 Committees: CC, EC, TC | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 59 Director Since 2012 Committees: AC, TC | | | To Continue in Office Until 2027 | | | | | | | | | | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 62 Director Since 2019 Committees: AC, NC | Leticia Gonçalves Lourenco President, Precision Fermentation and ADM Ventures, Archer Daniels Midland Company Age: 50 Director Since 2023 Committees: AC, TC | James M. McKelvey Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner, Fintop Capital. Age: 59 Director Since 2023 Committees: CC, TC | James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 69 Director Since 2013 Committees: AC, EC, NC |

  5. Nominees and Continuing Directors

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 3 |

  6. Nominees and Continuing Directors

    Nominees and Continuing Directors The Board of Directors is divided into three classes, with the terms of office of each class ending in successive years. The Board of Directors has nominated four Directors of the Company to be elected for a term ending at the Annual Meeting specified below, or until their successors have been elected and qualified. Pursuant to the Company’s Bylaws, a person may not stand for election as a Director after attaining the age of 72. Mr. Easter is retiring from the Board pursuant to this age requirement as of the 2025 Annual Meeting, after which our Board will have eleven Directors. Information with respect to the nominees for election, as well as the other Directors whose terms will continue after the Annual Meeting, is set forth below. All the nominees meet the Board membership criteria described on page 23 under “Nomination Process.” Each of the nominees and continuing Directors has had the same position or other executive positions with the same employer over the last five years unless otherwise indicated. This information includes each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that he or she should serve as a Director, and prior directorships held by each nominee at other public companies within the last five years.

  7. Nominees and Continuing Directors’ Skills and Experience Matrix

    Nominees and Continuing Directors’ Skills and Experience Matrix

  8. Nominees and Continuing Directors’ Skills and Experience Matrix

    | Skills and Experience (1) (2) | Global Business | Technology Innovation or Cybersecurity | Large Company CEO or COO | Financial Leadership or Expertise | Corporate Governance | Operational Leadership | Industry, End-Markets and Growth Areas | Business Development | | J. Turley | | | | | | | | | | M. Blinn | | | | | | | | | | J. Bolten | | | | | | | | | | C. Butler | | | | | | | | | | M. Craighead | | | | | | | | | | G. Flach | | | | | | | | | | L. Gonçalves | | | | | | | | | | L. Lee | | | | | | | | | | M. Levatich | | | | | | | | | | J. McKelvey | | | | | | | | | | S. L. Karsanbhai | | | | | | | | |

  9. Nominees and Continuing Directors’ Skills and Experience Matrix

    (1)A “ ” in the chart indicates a key skill or experience that is particularly relevant to a Director’s service on Emerson’s Board and is given additional weighting when the combined expertise of the Board is considered for planning purposes. (2)A “ ” in the chart indicates a skill or experience that is relevant to a Director’s service on Emerson’s Board. A Director may possess meaningful experience or skill in an area that lacks a “ ”.

  10. Nominees and Continuing Directors’ Skills and Experience Matrix

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 7 |

  11. Nominees and Continuing Directors’ Skills and Experience Matrix

    | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED BELOW |

  12. Director Nominees for Terms Ending in 2028

    Director Nominees for Terms Ending in 2028

  13. Director Nominees for Terms Ending in 2028

    | Joshua B. Bolten Chief Executive Officer, Business Roundtable | | | | | Age: 70 Director Since: 2012 | Key Skills and Experience •Corporate Governance •Operational Leadership •Global Business | | | Qualifications Mr. Bolten is the Chief Executive Officer of Business Roundtable, a pro-business public advocacy group. Mr. Bolten’s qualifications to serve on the Board also include his financial, leadership, and governmental experience in his position prior to January 2017 as Managing Director of Rock Creek Global Advisors, an international advisory firm, and his prior positions as White House Chief of Staff to President George W. Bush; Director of the Office of Management and Budget; White House Deputy Chief of Staff; General Counsel to the U.S. Trade Representative; and Chief Trade Counsel to the U.S. Senate Finance Committee, and his current experience as Chief Executive Officer of the Business Roundtable, a member of the Boards of the U.S. Holocaust Memorial Museum, the ONE Campaign and Princeton University, a member of the Global Advisory Board of PIMCO, and a member of the Global Advisory Council of BP plc. | | | Committees of Our Board Compensation Committee Executive Committee Governance and Nominating Committee | | |

  14. Director Nominees for Terms Ending in 2028

    | Calvin G. Butler, Jr. President and Chief Executive Officer, Exelon Corporation | | | | | Age: 55 Director Since: 2024 | Key Skills and Experience •Large Company CEO or COO •Corporate Governance •Industry, End-Markets and Growth Areas | | | Qualifications Mr. Butler is the President and Chief Executive Officer of Exelon Corporation, an energy delivery company. Mr. Butler’s qualifications to serve on the Board also include more than 29 years of leadership experience in the utilities industry and in regulatory, legislative, and public affairs, including as President and Chief Operating Officer of Exelon in 2022; Senior Executive Vice President and Chief Operating Officer of Exelon from 2021 to 2022; Senior Executive Vice President and Chief Executive Officer of Exelon Utilities from 2019 to 2022; and Chief Executive Officer of Baltimore Gas and Electric Company from 2014 to 2019. | | | Committees of Our Board Governance and Nominating Committee | | Current Public Company Directorships Exelon Corporation Prior Public Company Directorships (year service ended) RLI Insurance Company (2023) M&T Bank Corporation (2022) |

  15. Director Nominees for Terms Ending in 2028

    | 8 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  16. Director Nominees for Terms Ending in 2028

    | Lal Karsanbhai President and CEO, Emerson | | | | | Age: 55 Director Since: 2021 | Key Skills and Experience •Large Company CEO or COO •Global Business •Industry, End-Markets and Growth Areas | | | Qualifications Mr. Karsanbhai is the President and Chief Executive Officer of Emerson. Mr. Karsanbhai’s qualifications to serve on the Board also include his prior leadership and global business experience, including as Executive President of Emerson’s Automation Solutions business from October 2018 to February 2021, Group President of Emerson’s Rosemount measurement & analytical business from 2016 to 2018, President of Emerson’s former Network Power business in Europe, Middle East and Africa from 2014 to 2016, and VP of Planning with responsibility for Emerson’s global strategy from 2012 to 2014, and various other roles with Emerson since 1995. Mr. Karsanbhai is also the Deputy Chair of the St. Louis Federal Reserve Bank’s Board of Directors. | | | Committees of Our Board Executive Committee | | Current Public Company Directorships Merck & Co., Inc. |

  17. Director Nominees for Terms Ending in 2028

    | Lori M. Lee Global Marketing Officer and Senior Executive Vice President of International and Human Resources, AT&T Inc. | | | | | Age: 59 Director Since: 2018 | Key Skills and Experience •Financial Leadership or Expertise •Technology, Innovation or Cybersecurity •Global Business | | | Qualifications Ms. Lee is the Global Marketing Officer and Senior Executive Vice President of International and Human Resources of AT&T, Inc., a global technology, media and telecommunications company. Ms. Lee’s qualifications to serve on the Board also include her leadership, international and global marketing experience in her prior positions as Senior Executive Vice President and Global Marketing Officer, AT&T Inc. from April 2015 through July 2017; Senior Executive Vice President – Home Solutions, AT&T Inc. from April 2013 through March 2015; Executive Vice President – Home Solutions, AT&T Inc.; Chief Marketing Officer – Home Solutions, AT&T Services, Inc.; Senior Vice President – Small Business Marketing, AT&T Services, Inc.; Senior Vice President – Customer Care, AT&T Operations, Inc.; Senior Vice President – Corporate Strategy, AT&T Operations, Inc.; Senior Vice President – Strategic Planning, AT&T Operations, Inc. Ms. Lee has also been a licensed Certified Public Accountant and has held numerous Vice President of Finance positions. | | | Committees of Our Board Audit Committee Executive Committee | | |

  18. Director Nominees for Terms Ending in 2028

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 9 |

  19. Director Nominees for Terms Ending in 2028

    The following Directors are not standing for election at the 2025 Annual Meeting of Shareholders.

  20. Directors with Terms Ending in 2026

    Directors with Terms Ending in 2026

  21. Directors with Terms Ending in 2026

    | Martin S. Craighead Former Chairman of The Board and Chief Executive Officer, Baker Hughes, Inc. | | | | | Age: 64 Director Since: 2019 | Key Skills and Experience •Large Company CEO or COO •Global Business •Business Development | | | Qualifications Mr. Craighead is the former Chairman of the Board and Chief Executive Officer of Baker Hughes, Inc., an industrial service company. Mr. Craighead’s qualifications also include his leadership experience, global business experience and extensive background in the oil and gas industry, including his prior service as Chairman of Baker Hughes from April 2013 to July 2017; as Chief Executive Officer of Baker Hughes from January 2012 to July 2017; and as President of Baker Hughes from July 2010 to July 2017. He first joined Baker Hughes in 1986 and was its Chief Operating Officer from 2009 to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Mr. Craighead was also the Vice Chairman of Baker Hughes from July 2017 to May 2019. | | | Committees of Our Board Compensation Committee Governance and Nominating Committee | | Current Public Company Directorships Texas Instruments |

  22. Directors with Terms Ending in 2026

    | Gloria A. Flach Retired Corporate Vice President and Chief Operating Officer, Northrop Grumman Corporation | | | | | Age: 65 Director Since: 2017 | Key Skills and Experience •Operational Leadership •Global Business •Technology, Innovation or Cybersecurity | | | Qualifications Ms. Flach is the retired Corporate Vice President and Chief Operating Officer of Northrop Grumman Corporation, a global security company. With over 35 years in the aerospace and defense industry, Ms. Flach’s qualifications to serve on the Board include her leadership, international and business experience as Chief Operating Officer of Northrop Grumman Corporation (“NGC”) from January 2016 through December 2017, overseeing and enhancing program execution, risk management and operational excellence across the company, which included the organization’s IT function and enterprise cybersecurity risk mitigation; her leadership of NGC’s global supply chain and service as a member of the Corporate Policy Council; her NGC service as President of the Electronic Systems Sector from January 2013 through December 2015 and President of Enterprise Shared Services from March 2010 through December 2012; and her current service on the Loyola University, Maryland, board of advisors. | | | Committees of Our Board Compensation Committee Executive Committee Technology and Environmental Sustainability Committee | | |

  23. Directors with Terms Ending in 2026

    | 10 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  24. Directors with Terms Ending in 2026

    | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. | | | | | Age: 59 Director Since: 2012 | Key Skills and Experience •Large Company CEO or COO •Operational Leadership •Global Business | | | Qualifications Mr. Levatich is the retired President and Chief Executive Officer of Harley-Davidson, Inc., a manufacturer of motorcycles and related products. Mr. Levatich’s qualifications also include his extensive manufacturing, global marketing and management experience as a former Harley-Davidson executive, including his prior service as President and Chief Executive Officer from May 2015 to March 2020; as President and Chief Operating Officer of Harley-Davidson Motor Company, Inc. from 2009 to May 2015; as President and Managing Director of MV Agusta Motor S.p.A., a subsidiary of Harley-Davidson, Inc.; and as Vice President and General Manager, Parts & Accessories and Custom Vehicle Operations of Harley-Davidson, Inc.; and his experience on the Dean’s Advisory Council for the Robert R. McCormick School of Engineering and Applied Sciences at Northwestern University. | | | Committees of Our Board Audit Committee Technology and Environmental Sustainability Committee | | Prior Public Company Directorships (year service ended) Harley-Davidson, Inc. (2020) |

  25. Director With Terms Ending in 2027

    Director With Terms Ending in 2027

  26. Director With Terms Ending in 2027

    | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. | | | | | Age: 62 Director Since: 2019 | Key Skills and Experience •Large Company CEO or COO •Financial Leadership or Expertise •Global Business | | | Qualifications Mr. Blinn is the former Chief Executive Officer and President of Flowserve Corp., a supplier of industrial machinery. Mr. Blinn’s qualifications also include his leadership experience, global business experience, industry experience, and extensive Board experience, including his prior service as the Chief Executive Officer and President of Flowserve from October 2009 until March 2017. He previously served Flowserve as Chief Financial Officer from 2004 to 2009 and in the additional role of Head of Latin America from 2007 to 2009. Prior to Flowserve, Mr. Blinn served in senior finance, treasury and planning positions at FedEx Kinko’s Office and Print Services, Inc., Centex Corp., FirstPlus Financial Inc., Electronic Data Systems Corp. and Commercial Capital Funding Inc. | | | Committees of Our Board Audit Committee Governance and Nominating Committee | | Current Public Company Directorships Globe Life Inc. Leggett & Platt Incorporated Texas Instruments Incorporated |

  27. Director With Terms Ending in 2027

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 11 |

  28. Director With Terms Ending in 2027

    | Leticia Gonçalves Lourenco President, Precision Fermentation and ADM Ventures, Archer Daniels Midland Company | | | | | Age: 50 Director Since: 2023 | Key Skills and Experience •Technology, Innovation or Cybersecurity •Industry, End-Markets and Growth Areas •Business Development | | | Qualifications Ms. Gonçalves is the President of Precision Fermentation and ADM Ventures, Archer Daniels Midland Company, a multinational food processing and commodities trading company. Ms. Gonçalves’ qualifications to serve on the Board include her leadership, operational and global business experience gained from her past management positions at Monsanto, now part of Bayer, where she spent more than 20 years with roles in digital solutions, commercial operations, international management and technology development, including her service as Senior Vice President and U.S. Division Head at Bayer from September 2018 to January 2020 and President, Europe and Middle East at Monsanto from August 2014 to August 2018. Ms. Gonçalves also serves on the board of directors of Believer Meats, a leader in cultivated meat technology. She is a longtime advocate and driver of diversity and inclusion, participating in the Conference Board’s Global Women’s Leaders Council in Europe. | | | Committees of Our Board Audit Committee Technology and Environmental Sustainability Committee | | |

  29. Director With Terms Ending in 2027

    | James M. McKelvey Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner at Fintop Capital | | | | | Age: 59 Director Since: 2023 | Key Skills and Experience •Technology, Innovation or Cybersecurity •Industry, End-Markets and Growth Areas •Business Development | | | Qualifications Mr. McKelvey is the co-founder of Block (formerly Square), a financial technology company, founder of Invisibly, Inc., financial technology company, and general partner at Fintop Capital, a financial technology software company. Mr. McKelvey’s qualifications to serve on the Board also include his global business experience and extensive technology development background gained as an experienced entrepreneur who has founded several companies, including as Co-Founder of Block, Inc. (formerly known as Square) and Founder of Invisibly, Inc; and his service as a General Partner at Fintop Capital, a venture capital firm focused on financial technologies. Mr. McKelvey has a deep understanding of the trends across infrastructure software, internet of things, and the corresponding risks, including cybersecurity and data privacy compliance. Mr. McKelvey previously served as Chair of the St. Louis Federal Reserve Bank’s Board of Directors and is a trustee of Washington University in St. Louis. | | | Committees of Our Board Compensation Committee Technology and Environmental Sustainability Committee | | Current Public Company Directorships Block, Inc. Prior Public Company Directorships (year service ended): Ajax I Holdings, Inc. (2021) MoneyonMobile, Inc. (2018) |

  30. Director With Terms Ending in 2027

    | 12 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  31. Director With Terms Ending in 2027

    | James S. Turley Board Chair, Emerson and Retired Chairman of The Board and Chief Executive Officer, Ernst & Young | | | | | Age: 69 Director Since: 2013 | Key Skills and Experience •Financial Leadership or Expertise •Large Company CEO or COO •Corporate Governance | | | Qualifications Mr. Turley is the Board Chair of Emerson and retired Chairman of the Board and Chief Executive Officer of Ernst & Young, a professional services organization. Mr. Turley’s qualifications to serve on the Board include his leadership and expertise in audit and financial reporting as Chairman and Chief Executive Officer of Ernst & Young from 2001 through June 30, 2013; his service as a director and member of the Audit, Executive and Risk Management Committees of Citigroup, Inc.; his service as a director and member of the Audit and Governance Committees of Northrop Grumman Corporation; his service as a director and Chair of the Compensation Committee of Precigen, Inc. | | | Committees of Our Board Audit Committee Executive Committee Governance and Nominating Committee | | Current Public Company Directorships Citigroup, Inc. Northrop Grumman Corporation Precigen, Inc. |

  32. Director With Terms Ending in 2027

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 13 |

  33. Director Compensation

    Director Compensation

  34. Processes and Procedures for Determination of Director Compensation

    Processes and Procedures for Determination of Director Compensation The 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. In 2024, Frederic W. Cook & Co. was retained to prepare this analysis. No changes were recommended by management and the Committee and made by the Board for fiscal 2024.

  35. Director Compensation Program

    Director Compensation Program Each non-management Director is paid an annual retainer comprised of cash and equity in the form of restricted stock or restricted stock units (“RSUs”), as well as meeting fees and reimbursement of expenses. The Board Chair and each Committee Chair receive an additional cash retainer. Mr. Karsanbhai does not receive any additional compensation for service on the Board. In fiscal 2024, the Director compensation program provided for the following payments:

  36. Director Compensation Program

    | Type | Amount | | Annual Cash Retainer | $140,000 | | Restricted Stock or RSU Retainer | $175,000 | | Board Chair Retainer | $200,000 | | Committee Chair Retainers | Audit and Compensation – $25,000 each Finance, Governance & Nominating, and Technology and Environmental Sustainability – $20,000 each | | Meeting Fees | No additional fees for the first 24 meetings and then $2,000 for each additional Board or Committee meeting thereafter |

  37. Director Compensation Program

    Effective October 1, 2024, the cash portion of the annual retainer remains at $140,000 and the restricted stock/RSUs portion of the annual retainer was increased to $190,000, payable February 4, 2025. The retainer for Chair of Audit Committee was

  38. Director Compensation Program

    | 24 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  39. Director Compensation Program

    increased to $30,000. All other Board and Committee Chair retainers were not increased. Board and Committee meeting fees were not increased. Beginning with the 2023 grant, the equity portion of the annual retainer was made in RSUs that provide for annual vesting and allow for the deferral of the delivery of shares issuable upon vesting. 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. For awards prior to 2023, the equity portion of the annual retainer generally did not vest until the last day of a Director’s term after the age of 72. The awards also vest on 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-management 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 2024, the applicable prime rate was 8.50%, while 120% of the applicable federal long-term rate ranged from 4.92% to 5.89%. A. F. Golden participated in this deferral program during fiscal 2024 and above-market earnings on his deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash. As part of the Company’s charitable contributions practice, the Company may, at the Board’s discretion, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon retirement from the Board (as determined by the Board), taking into account the Director’s Board tenure, accomplishments, and other relevant factors. The table below sets forth non-management Director compensation for 2024.

  40. Director Compensation Table

    Director Compensation Table

  41. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark A. Blinn | 140,000 | 174,947 | — | — | 314,947 | | Joshua B. Bolten | 160,000 | 174,947 | — | 10,000 | 344,947 | | Calvin G. Butler, Jr. | 23,333 | 87,459 | — | | 110,792 | | Martin S. Craighead | 140,000 | 174,947 | — | — | 314,947 | | William H. Easter II (6) | 160,000 | 174,947 | — | — | 334,947 | | Gloria A. Flach | 165,000 | 174,947 | — | — | 339,947 | | Arthur F. Golden(6) | 58,333 | — | 42,803 | 1,010,000 | 1,111,136 | | Leticia Gonçalves Lourenco | 140,000 | 174,947 | — | — | 314,947 | | Candace Kendle(6) | 58,333 | — | — | 15,000 | 73,333 | | Lori M. Lee | 165,000 | 174,947 | — | 10,000 | 349,947 | | Matthew S. Levatich | 140,000 | 174,947 | — | 10,000 | 324,947 | | James M. McKelvey | 140,000 | 174,947 | — | — | 314,947 | | James S. Turley | 340,000 | 174,947 | — | — | 514,947 |

  42. Director Compensation Table

    (1)Mr. Karsanbhai is the only current management Director. His compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director. (2)On February 6, 2024, the Directors then in office were awarded 1,867 restricted stock units with a total value of $174,947 ($175,000 divided by the grant date fair value of Emerson stock, rounded down to the nearest whole share) representing their 2024 restricted stock unit award. On August 1, 2024, Mr. Butler was awarded 762 restricted stock units (representing $87,500 award divided by the grant date fair value, rounded down to the nearest share) as his pro rata amounts of the 2024 awards. Each amount constitutes the aggregate grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. (3)The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2024 is: Mr. Blinn-6,235; Mr. Bolten-24,267; Mr. Craighead-7,340; Mr. Easter-4,425; Ms. Flach-11,834; Ms. Lee-8,586; Mr.

  43. Director Compensation Table

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 25 |

  44. Director Compensation Table

    Levatich-23,098; and Mr. Turley-20,931. The total number of RSUs held by each of the non-management Directors at September 30, 2024 is: Mr. Blinn-1,867; Mr. Bolten-1,867; Mr. Butler-762; Mr. Craighead-1,867; Mr. Easter-1,867; Ms. Flach-3,800; Ms. Gonçalves-1,867; Ms. Lee-3,800; Mr. Levatich-1,867; Mr. McKelvey-1,867; and Mr. Turley-3,800. (4)Includes above-market earnings for fiscal 2024 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$42,803. (5)Includes Company matching contributions under the Company’s charitable matching gifts program, which matches charitable gifts of up to $10,000 for all employees and Directors of the Company. Includes $10,000 submitted by Dr. Kendle in fiscal 2023, but not matched until fiscal 2024. Mr. Golden retired from the Board at the 2024 Annual Meeting after more than 23 years of service to the Company. In recognition of his long and distinguished service on the Board and numerous contributions to the Company’s success, the Board of Directors, in its discretion, determined to make a charitable contribution in an aggregate amount of $1 million to Rensselaer Polytechnic Institute from the Company to support The Elisabeth Smith Golden and Arthur F. Golden '66 and Emerson Electric Co. Scholarship. This amount was contributed in fiscal 2024 and is included in the “All Other Compensation” amount for 2024. (6)Mr. Easter will not be standing for re-election at the 2025 Annual Meeting. Mr. Golden and Dr. Kendle retired from the Board at the 2024 Annual Meeting.

  45. Portfolio Transformation

    Portfolio Transformation In 2024, the Company made significant progress on its objective to transform into an industrial technology leader that delivers advanced automation solutions. This transformation is focused on reducing complexity while enhancing margins and free cash flow generation. Through a more focused industrial technology portfolio, the Company is targeting organic growth (+4-7%) through the cycle and further expansion of the Company's EBITDA multiple while also expanding its served market and further end market diversification. The progress on the portfolio transformation (below) follow the 2022 combination of the Company’s industrial software business with Aspen Technologies, Inc. to create a global industrial software leader, of which Emerson owns an interest of approximately 57%. •Completed the acquisition of National Instruments Corporation (NI), a leader in software-connected automated test and measurement systems that enable enterprises to bring products to markets faster and at a lower cost •Completed the sale of the InSinkErator business •Completed the sale of its 40% minority stake in its Climate Technologies business for $1.5 billion and the sale of the Company's Copeland note receivable for $1.9 billion •On November 5, 2024, announced an offer to purchase the remaining 43% of Aspen Technologies •On November 5, 2024, announced its review of strategic alternatives for Safety and Productivity business segment The purpose of these actions is to create a cohesive industrial technology portfolio that aligns with secular growth drivers, including: digital transformation, energy security and affordability, sustainability and decarbonization, and nearshoring. Given the significant changes to Emerson’s business, the Compensation Committee has continued to update our compensation programs to better align them with our evolving business plans, our industrial technology peer group and changing market practices. This included adopting a formulaic annual cash incentive program beginning in 2023, including time-based restricted stock units in our long-term stock compensation program in fiscal 2024, and a planned inclusion of annual individual performance modifier into the formulaic annual cash incentive program for 2025.

  46. Shareholder Engagement and Compensation Program Benchmarking

    Shareholder Engagement and Compensation Program Benchmarking We engage with and value the feedback of our shareholders on the components of our executive compensation program. We also regularly engage with our independent compensation consultants and other industry groups to work to ensure that we are continually reviewing and evolving our compensation programs with competitive market standards. We share feedback received on our compensation programs and market practices with our Compensation Committee. Our Compensation Committee carefully considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation programs. Emerson’s shareholders again expressed strong support for our executive compensation program at our 2024 Annual Meeting, with a vote of over 91% in support.

  47. Shareholder Engagement and Compensation Program Benchmarking

    | 32 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  48. Role of Our Compensation Committee

    | Compensation Responsibilities | Organizational/Talent Responsibilities | | •Reviewing and approving compensation of our CEO, NEOs and other executive officers •Reviewing and approving all compensation plans and aggregated payouts •Reviewing CEO compensation with non-management members of the Board •Reviewing and approving incentives tied to sustainability performance measures for executive officers and monitor results of human capital management policies and practices •Designating comparator group companies to determine competitive market pay ranges •Establishing performance objectives and benchmarks for performance-based incentive programs •Monitoring NEO stock ownership •Approving all executive benefit plans | •Evaluating CEO’s performance •Reviewing and discussing performance and leadership potential of NEOs and other executive officers with the CEO •Working with the CEO on succession planning for executive management and our next generation of leaders |

  49. Setting Annual Total Compensation

    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 monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific difference is targeted. For the 2024 annual cash incentive, the Committee used a formulaic annual cash incentive structure under the Company’s Annual Cash Incentive Plan. For 2024, the Committee utilized the following metrics: adjusted EPS (70%), operating cash flow (30%). For the 2025 annual cash incentive, the Committee expects to continue to utilize adjusted EPS and operating cash flow with the addition of an individual performance modifier derived based on progress towards the employee's

  50. Competitive Market Information

    Competitive Market Information

  51. How We Determine Our Compensation Comparator Group

    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. 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 2024. In light of Emerson’s recent portfolio changes, an in-depth review of the comparator criteria and group was conducted. For 2024, the review focused primarily on companies meeting the following criteria (which are not assigned any specific weight): •The same or similar lines of business to Emerson, including the impact of Emerson’s recent portfolio changes •Revenues of between 1/3 to 3X Emerson’s revenue •Market capitalizations between 1/3 to 3X Emerson’s market capitalization •Similarities in business profile and size to Emerson, including consideration of automation, systems and software, innovation and a global presence •Identified by management as competitors

  52. 2024 Compensation Comparator Group Companies

    2024 Compensation Comparator Group Companies As a result of this review, for 2024, the Company used the 17 company compensation comparator group listed below:

  53. 2024 Compensation Comparator Group Companies

    | 2024 Comparator Group | | | | | 3M | Eaton | Johnson Controls | Roper Technologies | | Agilent Technologies | Fortive | Keysight Technologies | TE Connectivity | | Carrier | General Dynamics | Northrop Grumman | | | Cummins | Honeywell | Parker Hannifin | | | DuPont | Illinois Tool Works | Rockwell Automation | |

  54. 2024 Compensation Comparator Group Companies

    | 36 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  55. Emerson vs. Compensation Comparator Group

    Emerson vs. Compensation Comparator Group

  56. Emerson vs. Compensation Comparator Group

    | | Market Cap ($M) (9/30/2024) | TTM Sales ($M) | TTM Pretax Earnings ($M) | Total Assets ($M) | Employees (#) | | Emerson | $62,636 | $17,492 | $1,925 | $44,246 | 68,677 | | 3M | $74,441 | $28,565 | $5,368 | $40,875 | 85,000 | | Agilent Technologies* | $42,622 | $6,497 | $1,540 | $10,996 | 18,100 | | Carrier | $72,663 | $23,957 | $5,188 | $40,201 | 5,300 | | Cummins | $44,375 | $34,188 | $3,011 | $32,052 | 75,500 | | DuPont | $37,203 | $12,192 | $533 | $37,461 | 24,000 | | Eaton | $130,985 | $24,605 | $4,488 | $39,236 | 94,000 | | Fortive | $27,652 | $6,195 | $972 | $17,454 | 18,000 | | General Dynamics | $83,096 | $46,046 | $4,399 | $57,312 | 111,600 | | Honeywell | $134,413 | $37,840 | $7,175 | $73,492 | 95,000 | | Illinois Tool Works | $77,389 | $15,949 | $4,366 | $15,824 | 45,000 | | Johnson Controls | $51,845 | $26,930 | $1,845 | $43,325 | 102,000 | | Keysight Technologies | $27,581 | $5,003 | $893 | $9,323 | 14,900 | | Northrop Grumman | $77,228 | $40,985 | $2,708 | $48,289 | 101,000 | | Parker-Hannifin | $81,297 | $19,986 | $3,649 | $29,601 | 61,120 | | Rockwell Automation | $30,461 | $8,261 | $1,099 | $11,232 | 29,000 | | Roper Technologies | $59,650 | $6,776 | $1,853 | $31,553 | 16,800 | | TE Connectivity | $45,889 | $15,845 | $2,797 | $22,854 | 92,000 | | Compensation Peer Median | $59,650 | $19,986 | $2,797 | $32,052 | 61,120 | | Emerson Percentile Rank | 53% | 47% | 41% | 82% | 53% |

  57. Emerson vs. Compensation Comparator Group

    Results as of 9/30/24 except as noted *Due to availability, based on twelve month period ending 7/31/24 Source: FactSet

  58. Emerson vs. Compensation Comparator Group

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 37 |

  59. Compensation Mix

    | Annual Cash Compensation | | | Base Salary | Reflects specific job responsibilities and individual experience and performance, targeted in the median market range | | Annual Cash Incentive | Rewards achievement of the Company’s annual financial metrics as determined by the Compensation Committee | | Long-Term Stock-Based Compensation | | | Performance Shares | Supports achievement of long-term strategic operating goals, such as consistent and sustained earnings per share and cash flow, in order to deliver shareholder value •The primary long-term compensation element comprising 55% of the long-term incentive •Earned based on performance against pre-established goals over three-years, with vesting occurring at the end of the three-year performance period •Aligns executive pay with shareholder interests | | Restricted Stock Units (RSUs) | Supports critical retention and incentivizes long-term shareholder value creation •Comprises 45% of the long-term incentive •Based on continued service, with vesting over 3 years, subject to continued employment on the vesting date •Value is based on total shareholder return |

  60. Fiscal 2024 Annual Total Compensation Mix

    Fiscal 2024 Annual Total Compensation Mix We believe that our practice of setting a majority of our NEOs’ compensation as “at-risk” pay underscores our commitment to our fundamental pay-for-performance principles. By tying a significant percentage of NEO annual total compensation (cash, performance shares) to performance-based pay that is dependent on achievement of the Company’s performance goals as well as the consistent attainment of strong individual performance, we incentivize alignment with shareholders. In addition to our performance shares, we consider RSUs to be "at risk" and performance-based because the value delivered is directly dependent on our stock price performance. In 2024, 92% of our CEO’s annual pay and an average of 86% of the other NEOs’ annual pay was comprised of “at-risk” compensation consisting of a formulaic bonus structure, performance shares and RSUs (calculated on base salary paid as shown in Summary Compensation Table; amounts do not include other forms of compensation shown in the Summary Compensation Table or special restricted stock grants).

  61. Annual Cash Compensation

    Annual Cash Compensation The Committee targets total annual cash compensation in the median market range of total cash compensation, while placing more emphasis on performance-based annual cash incentive than on base salary. Base salary is a guaranteed component of our NEOs annual total compensation and generally represents 10-20% of annual total compensation. Annual cash incentive generally represents 15-25% of annual total compensation. Base Salary. The Compensation Committee generally determines NEO base salaries effective as of October 1 of each year. 2024 base salary increases were based on the Committee’s review of the Company’s 2024 performance, individual performance, the inflationary environment, and potential and competitive market compensation. The Committee also considered market survey data that predicted merit increase, without promotions, for comparable executive positions.

  62. Annual Cash Compensation

    (1)Mr. Baughman was appointed Executive Vice President, Chief Financial Officer and Chief Accounting Officer on May 10, 2023, a promotion which resulted in a significant increase in responsibility. (2)Mr. Tang was not an NEO for fiscal 2023 and was appointed Senior Vice President, Secretary and Chief Legal Officer on January 1, 2024. As shown above, for 2024, base salary (the only guaranteed portion of NEO cash compensation) comprised only 8% of our CEO’s and an average of 14% of our other NEOs’ annual total compensation. Annual Cash Incentive. In determining 2024 annual cash incentives, the Committee adopted a formulaic structure with pay dependent on the Company’s progress toward objective pay criteria utilizing certain financial metrics, consisting of adjusted EPS (weighted at 70%), operating cash flow (weighted at 30%). The Committee worked with executive management and its independent executive compensation consultant to review and establish financial and operational performance metrics that are consistent with our strategic objectives and in line with market practices. Financial Metrics The following tables reflect our 2024 adjusted EPS and operating cash flow targets and the corresponding potential payouts.

  63. Annual Cash Compensation

    | Adjusted EPS | Potential Payout as a % of Target Opportunity | | Threshold – $4.40 | 35% | | Target – $5.20 | 100% | | Maximum – $5.70 | 200% |

  64. Annual Cash Compensation

    | Operating Cash Flow | Potential Payout as a % of Target Opportunity | | Threshold – $2.6B | 30% | | Target – $3.0B | 100% | | Maximum – $3.4B | 200% |

  65. Annual Cash Compensation

    | NEO Name | Earned Annual Cash Incentive FY 2023 | FY 2024 Target Annual Cash Incentive Opportunity | FY 2024 Annual Cash Incentive Earned - % Target Opportunity | FY 2024 Annual Cash Incentive Earned $ | Earned Annual Cash Incentive % Change 2023-2024 | | S. L. Karsanbhai | $3,600,576 | $2,507,000 | 158.5% | $3,973,595 | 10% | | M. J. Baughman(1) | $941,640 | $840,000(1) | 158.5% | $1,331,400 | 41% | | R. R. Krishnan | $1,635,900 | $1,100,000 | 158.5% | $1,743,500 | 7% | | M. H. Train | $1,117,200 | $750,000 | 158.5% | $1,188,750 | 6% | | M. Tang(2) | — | $450,000 | 158.5% | $713,250 | N/A |

  66. Annual Cash Compensation

    (1)Mr. Baughman was not an NEO for fiscal 2022 and was appointed Executive Vice President, Chief Financial Officer and Chief Accounting Officer on May 10, 2023, a promotion which resulted in a significant increase in responsibility.. Mr. Baughman’s annual cash incentive opportunity for fiscal 2023 is a pro-rated amount. (2)Mr. Tang was not an NEO for fiscal 2023 and commenced employment with the Company as its Senior Vice President, Secretary and Chief Legal Counsel, effective as of January 1, 2024. Mr. Tang's annual cash incentive opportunity for fiscal 2024 is a pro-rated amount. Amount shown for 2024 Annual Cash Incentive Earned does not include $200,000 sign on bonus paid in fiscal 2024. As shown above, for 2024, the annual cash incentive comprised only 20% of our CEO’s and an average of 23% for our other NEOs’ annual total compensation.

  67. Annual Long-Term Stock Compensation

    Annual Long-Term Stock Compensation Executives are awarded long-term incentives for the purpose of aligning executives with long-term shareholder value creation and to incentivize retention. Beginning in fiscal 2024, 55% of the annual long-term stock compensation awards were granted in the form of performance shares and 45% of the awards were in the form of time-based restricted stock units. The Committee targets total annual compensation for our NEOs in the median market range of our compensation comparator group, with performance-based stock compensation being the largest component of our NEOs annual total compensation. We value our long-term stock compensation awards based on the grant date fair value computed in accordance with FASB ASC Topic 718; however, an executive may realize more or less than his or her targeted long-term compensation depending on Company and stock performance over the performance period. Performance Shares. Performance shares awards are the primary long-term compensation element and have been the cornerstone of our pay-for-performance philosophy. When determining the amount of an NEO’s annual award, the Committee may increase or decrease the amount based on individual performance. The Committee targets the median market range for each NEO’s total annual compensation. We believe that performance shares align the interests of our executives and shareholders and support the achievement of long-term strategic operating goals such as sustained growth in earnings and cash flow. Each annual Performance Shares Program has a three-year performance period with pre-defined operating performance targets set by the Committee at the beginning of the period from the various measures set forth in the Company’s Incentive Shares Plans. Beginning with the 2024 Performance Program, the Committee set annual performance targets to be measured annually for each of the three years of the Performance Program. The sum of the weighted annual target results will determine the overall level of achievement for the three-year performance period. Year one of the performance period is weighted at 40% with years two and three each being weighted 30%. Each annual performance target is scored against the applicable annual target set at the beginning of the three-year performance period, but vesting does not occur until the end of the three year performance period. Also, commencing with the 2024 Performance Program, the Committee set a threshold target to achieve for a minimum payment (50%) and a maximum target to achieve a maximum (200%) payment under the Program. An award of performance shares under the program represents the right to receive shares of our common stock to the extent the identified performance objectives are met. Dividend equivalents may be paid in cash, but only on earned awards at the end of the performance period. Awards include confidentiality, non-competition and non-solicitation obligations and expanded clawback rights and are subject to a double-trigger change of control provision. At the end of a performance period, the Committee reviews the Company’s financial results against the operating performance targets and certifies the level of achievement for payout of the awards. Performance Shares Programs, are subject to a defined set of acceptable adjustments, with no negative discretion under the programs, to facilitate fixed accounting treatment.

  68. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 43 |

  69. Annual Long-Term Stock Compensation

    The Committee sets specific operating growth targets that are based on our three-year operating plan and are intended to be difficult but attainable and incentivize the achievement of that plan. Operating growth targets were set using defined growth rates of Adjusted EPS (weighted 60%) and cumulative free cash flow (weighted 40%). Categories of acceptable adjustments are predefined, to remove any negative discretion. We also include a relative total shareholder return modifier benchmark (“rTSR”) to measure our total shareholder return performance relative to the S&P 500 Capital Goods Index group of companies (the “CGI Group”). After the payout percentage is determined by reviewing our financial performance for the performance period against the operating metrics, we will then measure our three-year total shareholder return relative to the CGI Group performance for the same period. If our total shareholder return is at or above the 80th percentile of the CGI Group, the payout percentage from operating results will be increased by 20 percentage points. If our total shareholder return is at or below the 20th percentile of the CGI Group, the payout percentage will be decreased by 20 percentage points. No adjustment to the payout percentage will be made for relative performance between the 20th and 80th percentile of the CGI Group. Performance Shares Awards Considerations In making an individual annual award, the Committee considers the NEO’s: (1) ability to make a significant contribution to the Company’s financial results, (2) level of responsibility, (3) individual performance, and (4) leadership potential. The annual performance shares award generally represents a large portion of the NEO’s total compensation, depending on the NEO’s role and responsibilities. Determining Performance Metrics Each year, the Compensation Committee works with executive management and its independent executive compensation consultant to review and establish financial and operational performance metrics that are consistent with our long-term strategic objectives and in line with market practices. At the grant date, the Committee sets annual performance targets for each year of the three-year performance period that will challenge our business leaders to drive operating results that generate shareholder returns. At the end of the performance period, our NEOs earned awards are based on the level of achievement against these targets. The Committee utilizes adjusted earnings per share and cumulative free cash flow (operating cash flow less capital expenditures) as the metrics most appropriate to drive growth and to align with the supplemental reporting of results to our shareholders. The Company uses adjusted EPS to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

  70. Annual Long-Term Stock Compensation

    | Adjusted Earnings Per Share EPS provides a holistic measure of the Company’s ability to create value for our shareholders. It emphasizes our operational performance measured through earnings growth, demonstrates the effectiveness of our capital allocation strategy through share repurchases and reflects tax efficient strategies. Adjusted EPS excludes amortization of intangibles, acquisition and divestiture activity, write-offs associated with the Company’s Russia exit, the amortization of acquisition-related inventory step-up, restructuring and related costs, and certain fees and related costs for an AspenTech purchase price hedge for Micromine, as well as other discrete tax items. Adjusted EPS aligns with the supplementation reporting of results to our shareholders. | Free Cash Flow Cash generation is a true indicator of our earnings, asset management and investment performance. Operating earnings are the largest contributor to free cash flow and are the result of leverage on incremental sales, specific cost reduction and productivity initiatives, and price increases to offset inflation. Improvements in inventory management, days sales outstanding and days payable contribute to working capital reductions which also contribute to free cash flow. Investments in organic growth and acquisitions add to free cash flow. The return on these investments generate returns for our shareholders. |

  71. Annual Long-Term Stock Compensation

    Calculating Results Against Our Performance Metrics The Committee will review our financial results against the performance targets set at the beginning of the three-year performance period. Prior to fiscal 2024, a single performance target was set for the three-year period. Beginning with the 2024 Program, annual performance targets are set at the beginning of the three-year period. Subject to the predefined categories of acceptable adjustments, the Committee will consider whether there are any adjustments that should be made to account for unusual, non-recurring or extraordinary items or other specified items. The Committee will then review the level of achievement against the targets for payout of the awards at the end of the three-year performance period.

  72. Annual Long-Term Stock Compensation

    | 44 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  73. Annual Long-Term Stock Compensation

    Summary of 2024 – 2026 Performance Program Calculation of Metrics

  74. Annual Long-Term Stock Compensation

    | Each Adjusted EPS and Free Cash Flow annual target is determined by the Committee at the beginning of the three year performance period. | | | Adjusted Earnings Per Share Performance Fiscal 2024, 2025 and 2026 Adjusted EPS will be measured against the applicable target for that year and weighted as 60% of the calculated payout, which will occur when shares vest at the end of the three-year period. The adjusted EPS targets were determined by the operating plan presented to the Board. | Free Cash Flow Fiscal 2024, 2025 and 2026 cumulative free cash flow will be measured against the applicable target for that year and weighted as 40% of the calculated payout, which will occur when shares vest at the end of the three-year period. The free cash flow target is determined by the operating plan presented to the Board. | | Maximum/Threshold Payouts and rTSR Modifier Annual Adjusted EPS and Free Cash Flow goals are set at threshold, target and maximum levels to provide for payouts in performance shares awards that vary from if performance results are greater than target (up to a maximum 200% payout) or lower than target (down to a 50% payout for threshold performance). If the threshold goals are not met, then the awards will pay out at zero. Linear interpolation will be applied to performance that falls between the maximum and threshold goals. The payouts are subject to a rTSR modifier for the entirety of the three-year performance period. If our total shareholder return is at or above the 80th percentile of the CGI Group, the payout percentage from operating results will be increased by 20 percentage points. If our total shareholder return is at or below the 20th percentile of the CGI Group, the payout percentage will be decreased by 20 percentage points. No adjustment to the payout percentage will be made for relative performance between the 20th and 80th percentile of the CGI Group. Total payout is capped at 200%. | |

  75. Annual Long-Term Stock Compensation

    2024 – 2026 Performance Shares Program Awards. In 2024, 55% of our NEOs’ annual long-term stock compensation was comprised of performance shares awards. The following individual performance shares awards were made to the NEOs:

  76. Annual Long-Term Stock Compensation

    | NEO Name | FY 2024 – 2026 Performance Shares Awarded ($ Value) (1) | FY 2024 – 2026 Performance Shares Awarded (# Shares) | | S. L. Karsanbhai | $7,770,452 | 83,365 | | M. J. Baughman | $1,554,090 | 16,673 | | R. R. Krishnan | $3,330,207 | 35,728 | | M. H. Train | $1,110,038 | 11,909 | | M. Tang(2) | $1,578,818 | 16,700 |

  77. Annual Long-Term Stock Compensation

    (1)Each amount constitutes the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. (2)Mr. Tang commenced employment with the Company as its Senior Vice President, Secretary and Chief Legal Counsel, effective as of January 1, 2024. Mr. Tang was awarded 16,700 performance shares on January 1, 2024 (with a grant date fair value of $1,578,818) in connection with the commencement of his employment with the Company. The numbers above reflect the aggregate value of such awards and includes the value of replacement equity awards granted to Mr. Tang in fiscal 2024 in the form of performance shares, which were made in respect of certain outstanding equity awards that Mr. Tang forfeited when he left his previous employer to join the Company and to allow him to participate in the Company's in-progress fiscal 2024-2026 performance share program. 2024 – 2026 Performance Shares Program Performance Through the End of Fiscal Year 2024. As noted above, beginning with the 2024 Performance Program, the Committee set annual performance targets to be measured annually for each of the three years of the Performance Program. The sum of the weighted annual target results will determine the overall level of achievement for the three-year performance period. Year one of the performance period is weighted at 40% with years two and three each being weighted 30%. Each annual performance target is scored against the applicable annual target set at the beginning of the three-year performance period, but vesting does not occur until the end of the three year performance period. At the end of fiscal 2024, actual adjusted EPS of $5.49 was a 106% of the 2024 target and free cash flow of $2.898 billion was 114% of target for 2024 and resulted in a preliminary earned amount of 62.72% of the three year target payout for the

  78. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 45 |

  79. Annual Long-Term Stock Compensation

    2024 performance share awards. This amount is based on adjusted EPS earned at 128% (weighted at 60%) and free cash flow earned at 200% (weighted at 40%) resulting in 156.8%, which, after adjusting for the 40% weighting of year 1, results in 62.72%. For fiscal 2024, performance shares represented 40% of our CEO’s annual total compensation and an average of 35% for our other NEOs. Fiscal 2022 – 2024 Performance Shares Program. The performance period for the 2022 – 2024 Performance Shares Program ended on September 30, 2024. The targets and weightings were calculated as described above. The Committee determined that the target adjusted earnings per share was $3.81 and target cumulative free cash flow was $6,434 million. In determining the results for the performance period, the Committee determined that it was appropriate to adjust for certain discrete items, including adjustments primarily related to the removal of discontinued operations from the 2023 baseline and 2024 results, exclude transaction costs and interest on undeployed funds relating to acquisition and divestiture activity, gain on subordinated interest, interest income on Copeland, benefits of share repurchase, the operational contribution of Test and Measurement, as well as other items. The Committee determined that the 2024 adjusted EPS from continuing operations, after an aggregate downward adjustment of $0.76 (from $5.49) was $4.73, and cumulative free cash flow over the performance period, after a downward adjustment of $10 million (from $7,009 million), was $6,999 million. The performance results after the impact from the adjustments resulted in a payout percentage of 118% of the previously awarded shares under the formula. The payouts are reflected in the Option Exercises and Stock Vested table on page 54.

  80. Fiscal Year 2024 Time-Based Restricted Stock Units

    Fiscal Year 2024 Time-Based Restricted Stock Units In fiscal 2024, 45% of our NEO's annual long-term stock compensation was comprised of time-based RSUs. The following individual RSU awards were made to the NEOs in fiscal 2024. The time-based RSUs granted in fiscal 2024 will vest ratably in three installments, commencing on the first anniversary of the grant date. On each of the ratable vesting dates, an accumulated dividend equivalent payment is paid on the vested portion of the award. Also, see the Grants of Plan-Based Awards Table on page 52.

  81. Fiscal Year 2024 Time-Based Restricted Stock Units

    | NEO Name | FY 2024 – 2026 RSU Awards ($ Value)(1) | FY 2024 – 2026 RSU Awards (# Shares) | | S. L. Karsanbhai | $6,257,402 | 68,208 | | M. J. Baughman | $1,251,425 | 13,641 | | R. R. Krishnan | $2,681,744 | 29,232 | | M. H. Train | $893,915 | 9,744 | | M. Tang(2) | $1,310,008 | 13,663 |

  82. Fiscal Year 2024 Time-Based Restricted Stock Units

    (1)Each amount constitutes the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718.

  83. Fiscal Year 2024 Time-Based Restricted Stock Units

    | 46 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  84. Fiscal Year 2024 Time-Based Restricted Stock Units

    (2)Mr. Tang commenced employment with the Company as its Senior Vice President, Secretary and Chief Legal Counsel, effective as of January 1, 2024. Mr. Tang was awarded 13,663 RSUs on January 1, 2024 (with a grant date fair value of $1,310,008) in connection with the commencement of his employment with the Company. The numbers above reflect the aggregate value of such awards and includes the value of replacement equity awards granted to Mr. Tang in fiscal 2024 in the form of RSUs, which were made in respect of certain outstanding equity awards that Mr. Tang forfeited when he left his previous employer to join the Company and to allow him to participate in the Company's compensation programs. Mr. Tang also received an award of restricted stock discussed below. For fiscal 2024, RSU awards represented 32% of our CEO's annual total compensation and an average of 28% for our other NEOs.

  85. Other Stock Awards

    Other Stock Awards Restricted Stock and RSUs. Restricted stock and RSUs are also available for award under our long-term stock-based compensation program. In limited circumstances, such as new hires, special retention, recognition, promotion and succession planning needs, the Committee may make a separate award of restricted stock or RSUs which is in addition to the RSUs awarded annually as part of the Company's annual awards. Restricted stock provides participants with dividends and voting rights beginning on the award date. There is no set frequency of such restricted stock or RSU awards, and they are granted with long-term vesting periods of up to 10 years and no less than one year. In fiscal 2024, the Committee granted 10,000 shares of restricted stock to Mr. Tang in connection with his joining the Company. No other awards of restricted stock and no other RSU awards outside of the annual awards referred to above were made to the NEOs in 2024. Stock Options. Our 2011 Stock Option Plan expired on November 2, 2020. Although our NEOs have stock options outstanding, no stock option awards have been made to any of the NEOs since 2016. All stock options previously awarded were issued at no less than fair market value on the date of the award with vesting over a period of three years with a ten-year term. We do not pay dividend equivalents on stock options and do not “reprice” awards.

  86. Severance, Executive Termination and Retirement

    Severance, Executive Termination and Retirement Emerson does not have employment agreements, severance agreements or golden parachute agreements with the NEOs. The terms of all executive terminations and retirements are reviewed by the Committee individually based on specific facts and circumstances and not on formulaic rules. We follow these general principles: •We do not pay lump sum, non-forfeitable cash severance payments •As permitted under shareholder-approved plans, departing plan participants, including NEOs, may have additional time to exercise stock options, up to the time permitted in the original grants •The Committee may allow continuation (without accelerated vesting) of previously granted performance shares or restricted stock awards, which would be paid if and when the Company achieves specified performance targets or time vesting requirements are met •Departing executives sign extended non-competition, non-solicitation and confidentiality agreements, and/or reaffirm existing agreements on these matters. Executives forfeit awards if they breach their non-competition, non-solicitation or confidentiality agreements The Committee has adopted an Executive Officer Severance Policy which provides that the Company shall not implement individual severance or change of control agreements providing certain benefits (as described in the Policy) to any NEO in excess of 2.99 times the sum of the NEO’s then current base salary and most recent annual cash incentive without shareholder ratification. The policy is located at www.Emerson.com, Company, Investors, Corporate Governance, Executive Officer Severance Policy.

  87. Change of Control

    Change of Control If a change of control occurs, we protect all employees who participate in long-term stock plans, the Savings Investment Restoration Plans and the Pension Restoration Plan as described under “Potential Payments Upon Termination or Change of Control” on page 57. Our 2011 Stock Option Plan, 2015 Incentive Shares Plan and 2024 Equity Incentive Plan include a “double trigger” for vesting following a change of control, although stock awards under our prior incentive shares plan vest upon a change of control. When triggered, we would expect to accelerate vesting of stock awards and pay accrued benefits under the Savings Investment Restoration Plans and the Pension Restoration Plan. We do not credit additional years of service under any plans or continue medical or other benefits. We do not make additional cash payments related to stock compensation plans. We do not increase payouts to cover payment of taxes and do not provide tax gross-ups.

  88. Change of Control

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 47 |

  89. Equity Compensation Grant Practices

    Equity Compensation Grant Practices The Committee approves all grants of equity compensation to executive officers, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Committee annually at its October or November meetings. Generally, equity awards are made at those meetings, but may be made at other meetings. The Committee meeting date, or the next business day if the meeting is on a non-business day, is the grant date for equity awards. The Committee does not take material nonpublic information into account when determining the timing and terms of such awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, we did not grant any stock options (or similar awards), to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  90. Equity Compensation Grant Practices

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 49 |

  91. Summary Compensation Table

    Summary Compensation Table The following information relates to compensation received or earned by our Chief Executive Officer, our Chief Financial Officer, and each of our next three most highly compensated executive officers for the last year (the “named executive officers” or “NEOs”).

  92. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | All Other Compensation ($)(5) | Total ($) | | S. L. Karsanbhai President and Chief Executive Officer(6) | 2024 | 1,475,000 | — | 14,027,854 | — | 3,973,595 | 154,000 | 465,834 | 20,096,283 | | | 2023 | 1,410,000 | — | 12,912,123 | — | 3,600,576 | 11,000 | 383,495 | 18,317,194 | | | 2022 | 1,260,000 | 2,600,000 | 11,060,131 | — | — | — | 257,975 | 15,178,106 | | M. J. Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer(7) | 2024 | 840,000 | — | 2,805,516 | — | 1,331,400 | — | 164,956 | 5,141,872 | | | 2023 | 630,923 | — | 2,712,487 | — | 941,640 | — | 109,232 | 4,394,282 | | R. R. Krishnan Executive Vice President and Chief Operating Officer | 2024 | 900,000 | — | 6,011,951 | — | 1,743,500 | 198,000 | 90,385 | 8,943,836 | | | 2023 | 825,000 | — | 3,761,327 | — | 1,635,900 | 29,000 | 79,537 | 6,330,764 | | | 2022 | 750,000 | 1,050,000 | 3,423,316 | — | — | — | 73,223 | 5,296,539 | | M. H. Train Senior Vice President and Chief Sustainability Officer | 2024 | $770,000 | — | 2,003,952 | — | 1,188,750 | 153,000 | 165,322 | 4,281,024 | | | 2023 | 730,000 | — | 2,245,559 | — | 1,117,200 | 33,000 | 128,690 | 4,254,449 | | | 2022 | 700,000 | 630,000 | 1,579,961 | — | — | — | 82,137 | 2,992,098 | | M. Tang Senior Vice President, Secretary and Chief Legal Officer(8) | 2024 | 525,671 | 200,000 | 3,847,626 | — | 713,250 | — | 78,095 | 5,364,642 |

  93. Summary Compensation Table

    (1)Represents bonus amounts paid after the end of the fiscal year with respect to 2022 performance. Fiscal 2024 also includes sign on bonus for Mr. Tang. (2)Represents annual cash incentive amounts paid after the end of the fiscal year with respect to that fiscal year’s performance under the Company’s Annual Cash Incentive Plan. Beginning with the fiscal 2023 annual cash incentive, the Committee determined to shift to a formulaic annual cash incentive structure with pay dependent on the Company’s progress toward objective pay criteria. The Committee utilized adjusted EPS and operating cash flow as part of the 2024 annual cash incentive. See “Annual Cash Compensation” beginning on page 42. (3)The amounts relate to performance shares, restricted stock unit awards (RSUs) and restricted stock awards. See the Grants of Plan-Based Awards table on page 52 for information on awards granted in fiscal 2024. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the NEOs. If the maximum payout is earned, the number of performance shares paid out would be 200% for the 2024 performance shares awards and 145% for each of the 2023 and 2022 performance share awards. See Note 17 to the Company’s fiscal 2024 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For performance shares awards, for each fiscal year, the grant date fair value and the grant date fair value based on maximum achievement is set forth below.

  94. Summary Compensation Table

    | 50 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |

  95. Summary Compensation Table

    | Name | Fiscal Year | Grant Date Fair Value ($) | Maximum Aggregate Grant Date Fair Value ($) | | S. L. Karsanbhai | 2024 | 7,770,452 | 15,540,904 | | | 2023 | 12,912,123 | 18,722,578 | | | 2022 | 11,060,131 | 16,037,190 | | M. J. Baughman | 2024 | 1,554,090 | 3,108,180 | | | 2023 | 2,712,487 | 3,933,106 | | R. R. Krishnan | 2024 | 3,330,207 | 6,660,414 | | | 2023 | 3,761,327 | 5,453,924 | | | 2022 | 3,423,316 | 4,963,808 | | M. H. Train | 2024 | 1,110,038 | 2,220,076 | | | 2023 | 2,245,559 | 3,256,061 | | | 2022 | 1,579,961 | 2,290,944 | | M. Tang | 2024 | 1,578,818 | 3,157,636 |

  96. Summary Compensation Table

    (4)For each year, includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Company’s defined benefit pension plans. In none of the fiscal years were changes made in the method of calculating plan benefits for the NEOs. (5)Includes the following amounts for 2024:

  97. Summary Compensation Table

    | Name | Perquisites(a) | Savings Plan(b) | Total(c) | | S. L. Karsanbhai | 85,165 | 380,669 | 465,834 | | M. J. Baughman | 31,333 | 133,623 | 164,956 | | R. R. Krishnan | 26,988 | 63,397 | 90,385 | | M. H. Train | 23,782 | 141,540 | 165,322 | | M. Tang | 23,670 | 54,425 | 78,095 |

  98. Summary Compensation Table

    (a)The perquisites provided are tax and financial planning, leased Company car, club fees (through December 31, 2021), annual physical, tickets for sporting or other events, and costs related to personal security provided to each of the NEOs under the Company’s security program. The Company’s Board of Directors and its security program require that the Chief Executive Officer use Company aircraft for all business and recommends use for personal air travel. The Company’s CEO reimburses the Company for personal air travel at 400% of the Standard Industry Fare Level Rate. The Company also provides limited personal use of Company aircraft outside of the security program to the other NEOs, who also provide such reimbursement. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less reimbursements. For 2024, the incremental amount of personal use of Company aircraft for the Company’s CEO was: Mr. Karsanbhai-$40,993, which amounts were included in the perquisites amounts above. (b)Contributions by the Company for the NEOs to the Company’s retirement savings plans. (c)None of these amounts were grossed up for taxes. (6)Mr. Karsanbhai does not receive any separate compensation for his service as a Director. (7)Mr. Baughman became Executive Vice President, Chief Financial Officer and Chief Accounting Officer on May 10, 2023. Mr. Baughman was formerly Chief Accounting Officer. Base salary reflects amounts received in current and prior roles. (8)Mr. Tang became Senior Vice President, Secretary and Chief Legal Officer, effective as of January 1, 2024.

  99. Summary Compensation Table

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  100. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about annual cash incentive and equity awards granted to the NEOs in fiscal 2024.

  101. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | S. L. Karsanbhai | 11/6/2023 | 839,845 | 2,507,000 | 5,014,000 | | | | | | | | 11/6/2023 | | | | 41,683 | 83,365 | 166,730 | | 7,770,452 | | | 11/6/2023 | | | | | | | 68,208 | 6,257,402 | | M. J. Baughman | 11/6/2023 | 281,400 | 840,000 | 1,680,000 | | | | | | | | 11/6/2023 | | | | 8,337 | 16,673 | 33,346 | | 1,554,090 | | | 11/6/2023 | | | | | | | 13,641 | 1,251,425 | | R. R. Krishnan | 11/6/2023 | 368,500 | 1,100,000 | 2,200,000 | | | | | | | | 11/6/2023 | | | | 17,864 | 35,728 | 71,456 | | 3,330,207 | | | 11/6/2023 | | | | | | | 29,232 | 2,681,744 | | M. H. Train | 11/6/2023 | 251,250 | 750,000 | 1,500,000 | | | | | | | | 11/6/2023 | | | | 5,955 | 11,909 | 23,818 | | 1,110,038 | | | 11/6/2023 | | | | | | | 9,744 | 893,915 | | M. Tang | 1/2/2024 | 150,750 | 450,000 | 900,000 | | | | | | | | 1/2/2024 | | | | 8,350 | 16,700 | 33,400 | | 1,578,818 | | | 1/2/2024 | | | | | | | 13,663 | 1,310,008 | | | 1/2/2024 | | | | | | | 10,000 | 958,800 |

  102. Grants of Plan-Based Awards

    (1)Includes cash incentive opportunities awarded under the Company’s Annual Cash Incentive Plan based on a percentage of his or her annual cash incentive target according to the percentage of the performance targets achieved by the Company during the Fiscal Year according to a formula determined by the Committee. The amounts reflect the threshold, target and maximum amounts that may have been earned by each individual during the year. Actual amounts earned are reflected in the summary compensation table. Beginning with the fiscal 2023 annual cash incentive, the Committee determined to shift to a formulaic annual cash incentive structure with pay dependent on the Company’s progress toward objective pay criteria. The Committee utilized adjusted EPS and operating cash flow as part of the 2024 annual cash incentive. See “Annual Cash Compensation” beginning on page 42 for additional detail regarding the awards. (2)Includes performance shares awards granted in November 2023 under the fiscal 2024–2026 Performance Shares Program (under our 2015 Incentive Shares Plan). See “Annual Long-Term Stock Compensation” on pages 43 to 47 for additional detail regarding the program, performance shares and how shares are earned. (3)Includes RSUs granted in fiscal 2024 under the 2015 Incentive Shares Plan which vest ratably over 3 years from the day of grant, except that for Mr. Tang, includes 10,000 shares of restricted stock which vest over two years. (4)Includes the grant date fair value of awards of performance shares, RSUs and restricted stock awards, computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance shares awards in the Company’s financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period. See Note 17 to the Company’s fiscal 2024 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.

  103. Grants of Plan-Based Awards

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  104. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides holdings of stock options, performance shares, restricted stock and RSUs by our NEOs at the end of 2024, including unexercised stock options, unvested restricted stock, unvested RSUs and performance shares with performance conditions that had not yet been satisfied.

  105. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Date of Award | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Date of Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | S. L. Karsanbhai | 2/1/16 | 15,000 | | 45.50 | 2/1/26 | (2) | 75,000(2) | 8,202,750 | | | | | | | | | | 10/31/22 | | | 142,251(4) | 15,557,992 | | | | | | | | 11/6/23 | | | 102,306(5) | 11,189,156 | | | | | | | | 11/6/23 | 68,208(6) | 7,459,909 | | | | M. J. Baughman | 10/16/17 | 10,000 | | 64.44 | 10/16/27 | (2) | 10,000(2) | 1,093,700 | | | | | | | | | | 10/31/22 | | | 14,225(4) | 1,555,788 | | | | | | | | 5/1/23 | | | 17,052(4) | 1,864,977 | | | | | | | | 11/6/23 | | | 20,461(5) | 2,237,831 | | | | | | | | 11/6/23 | 13,641(6) | 1,491,916 | | | | R. R. Krishnan | | | | | | (2) | 17,000(2) | 1,859,290 | | | | | | | | | | 10/31/22 | | | 41,438(4) | 4,532,074 | | | | | | | | 11/6/23 | | | 43,845(5) | 4,795,372 | | | | | | | | 11/6/23 | 29,232(6) | 3,197,104 | | | | M. H. Train | | | | | | (2) | 22,000(2) | 2,406,140 | | | | | | | | | | 10/31/22 | | | 24,739(4) | 2,705,704 | | | | | | | | 11/6/23 | | | 14,615(5) | 1,598,412 | | | | | | | | 11/6/23 | 9,744(6) | 1,065,701 | | | | M. Tang(6) | | | | | | 1/2/24 | 10,000(2) | 1,093,700 | | | | | | | | | | 1/2/24 | | | 20,494(5) | 2,241,455 | | | | | | | | 1/2/24 | 13,663(6) | 1,494,322 | | |

  106. Outstanding Equity Awards at Fiscal Year-End

    (1)The options became exercisable in three equal annual installments beginning one year after the date of grant.

  107. Outstanding Equity Awards at Fiscal Year-End

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  108. Outstanding Equity Awards at Fiscal Year-End

    (2)Consists of restricted stock which vests as follows:

  109. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Shares | Vesting Term (in years) | Grant Date | Vesting Date | | S. L. Karsanbhai | 10,000 | 10 | 2/1/2016 | 2/1/2026 | | | 10,000 | 10 | 11/6/2018 | 11/6/2028 | | | 5,000 | 10 | 11/3/2020 | 11/3/2030 | | | 50,000 | 10 | 2/8/2021 | 2/8/2031 | | M J. Baughman | 10,000 | 5 | 11/1/2021 | 11/1/2026 | | R. R. Krishnan | 5,000 | 5 | 11/3/2020 | 11/3/2025 | | | 12,000 | 5 | 2/8/2021 | 2/8/2026 | | M. H. Train | 10,000 | 10 | 10/7/2014 | 10/7/2024 | | | 12,000 | 5 | 4/6/2021 | 4/6/2026 | | M. Tang | 10,000 | 2 | 1/2/2024 | 1/2/2026 |

  110. Outstanding Equity Awards at Fiscal Year-End

    (3)Based on the closing share price of $109.37 on September 30, 2024. (4)Consists of performance shares awards granted in fiscal 2023 under the fiscal 2023 – 2025 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2025. The number of shares that can be earned at 100% achievement of performance targets under these awards are shown in this column. Participants can earn up to 145% of the target. (5)Consists of performance shares awards granted in fiscal 2024 under the fiscal 2024 – 2026 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2026. The number of shares that can be earned at 100% achievement of performance targets under these awards are shown in this column, except that the amounts reflect actual performance for fiscal 2024 resulting in 156.8% preliminary achievement of performance targets for that year, which results in awards valued at 122.72% of the target in the table above. Participants can earn up to 200% of the target, at the end of fiscal 2026, when the committee makes its final determination. (6)Consists of RSUs that vest ratably over three years.

  111. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides the number of shares acquired and value realized for our NEOs in 2024 for stock option exercises, performance shares awards earned, vested restricted stock and vested restricted stock units.

  112. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | S. L. Karsanbhai | 4,000 | 172,420 | 129,422(2) | 14,121,234 | | M. J. Baughman | | | 13,558(2) | 1,479,313 | | R. R. Krishnan | | | 40,058(2) | 4,370,728 | | M. H. Train | | | 18,488(2) | 2,017,226 | | M. Tang(4) | | | — | — |

  113. Option Exercises and Stock Vested

    (1)Represents the difference between the option exercise price and the average of the high and low share prices for the Company’s common stock on the day of exercise. (2)Reflects the earnings of performance shares granted under the fiscal 2022 – 2024 Performance Shares Program. The performance shares were subject to performance goals for the period ending September 30, 2024, and the percentage earned was 118%. Awards were paid out on November 4, 2024. See “Annual Long-Term Stock Compensation” on page 43 for additional information regarding the program.

  114. Option Exercises and Stock Vested

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  115. Option Exercises and Stock Vested

    (3)Values realized for performance shares earned are based on the average of the high and low share prices ($109.11) on November 4, 2024, the date the Compensation Committee determined that the performance targets for the performance period ended September 30, 2024 had been met. (4)Mr. Tang commenced employment with the Company as its Senior Vice President, Secretary and Chief Legal Counsel, effective as of January 1, 2024.

  116. Pension Benefits

    Pension Benefits Below is information on the pension benefits for the NEOs under each of the following pension plans.

  117. Emerson Retirement Plan

    Emerson Retirement Plan The Emerson Electric Co. Retirement Plan is a tax-qualified retirement program that covered approximately 31,000 participants on September 30, 2024, including certain NEOs. Plan benefits are based generally on a formula that considers the highest consecutive five-calendar-year average of the executive’s annual cash earnings, base salary plus annual cash incentive (final average earnings), not to exceed the IRS-prescribed limit applicable to tax-qualified plans ($345,000 for calendar year 2024). The plan provides an annual benefit accrual for each year of service of 1.0% of final average earnings up to “covered compensation” and 1.5% of final average earnings in excess of “covered compensation", limited to 35 years of service. When the employee has attained 35 years of service, the annual accrual is 1.0% of final average earnings. “Covered compensation” is based on the average of Social Security taxable wage bases, and varies per individual based on Social Security retirement age. A small portion of the accrued benefits payable from the plan for each of the NEOs includes benefits determined under different but lesser pension formulas for periods of prior service at Company business units. In addition, Messrs. Karsanbhai and Train are no longer accruing pension benefit service under the plan. Mr. Baughman and Mr. Tang do not participate in the plan. The accumulated benefit that an employee earns over his or her career with the Company is payable upon retirement as a monthly annuity for life with a guaranteed minimum term of five years. The normal retirement age for this plan is 65. Employees who have attained age 55 and 10 years of service are eligible to retire early under the plan. As of September 30, 2024, Messrs. Karsanbhai and Train are eligible for early retirement. If an employee retires before age 65, the accrued benefit is reduced for the number of years prior to age 65 that the benefit commences (4% for each of the first five years that retirement precedes age 65, and 5% for each additional year). Employees vest in their accrued benefit after five years of service. The plan provides for spousal joint and survivor annuity options. No employee contributions are required. Benefits under the plan are subject to the limitations under IRC Section 415, which in fiscal 2024 was $275,000 per year for a single life annuity payable at an IRS-prescribed retirement age. This limitation may be actuarially adjusted in accordance with IRS rules for items such as other forms of distribution and different annuity starting dates.

  118. Emerson Pension Restoration Plan

    | Pension Benefits Table | | | | | | Name | Plan Name | Number Of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | S. L. Karsanbhai(3) | Emerson Electric Co. Retirement Plan | 20 | $622,000 | — | | M. J. Baughman(3) | Emerson Electric Co. Retirement Plan | — | — | — | | R. R. Krishnan | Emerson Electric Co. Retirement Plan | 28 | $678,000 | — | | M. H. Train(3) | Emerson Electric Co. Retirement Plan | 18 | $795,000 | — | | M. Tang(3) | Emerson Electric Co. Retirement Plan | — | — | — |

  119. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Emerson Electric Co. Savings Investment Restoration Plan (the “Savings Investment Restoration Plan I”) and the Emerson Electric Co. Savings Investment Restoration Plan II (the “Savings Investment Restoration Plan II”) and collectively, the “Savings Investment Restoration Plans” are nonqualified, unfunded defined contribution plans. The plans provide benefits that would have been provided under the Emerson Electric Co. Employee Savings Investment Plan, the Company’s qualified 401(k) plan (the “ESIP”) but could not be provided due to IRC qualified plan compensation limits. Participants in the Savings Investment Restoration Plans are designated by the Compensation Committee. Participants may defer up to 20% of compensation and the Company will make matching contributions for participants who defer at least 5% of compensation in an amount equal to: (a) for the Savings Investment Restoration Plan I, 50% of the first 5% of those deferrals (not to exceed 2.5% of compensation less the maximum matching amount the participant could have received under the ESIP); and (b) for the Savings Investment Restoration Plan II, 7.5% of the participant’s compensation less (x) the maximum matching amount the participant could have received under the ESIP and (y) any other contribution for the applicable year made on behalf of the participant under the ESIP. Compensation generally includes cash pay (base salary and annual cash incentive) received by a participant, including employee ESIP contributions, and excludes any reimbursements, awards or other payments under equity compensation plans, stock option gains, any severance payments and other incentive payments. Amounts deferred under the plan are 100% vested and are credited quarterly with returns based on the participant’s selection of available investment alternatives, which include an Emerson common stock fund and more than 20 other mutual fund investment alternatives. The Company matching contributions vest 20% each year for the first 5 years of service, after which the participant is 100% vested in all contributions. The matching contributions are credited to a book-entry account reflecting units equivalent to Emerson stock. There are no “above-market earnings” as all earnings are market-based consistent with the investment funds elected. All deferred amounts and Company matching contributions are accounted for on the Company’s financial statements and are unfunded obligations of the Company and paid in cash when benefit payments commence. Generally, distribution of vested account balances occurs in a lump sum no later than one year following termination of employment. Upon retirement, or in other certain instances, participants may receive their account balances in up to 10 equal annual installments, if previously elected. Unvested matching contributions become fully vested upon (i) retirement with Compensation Committee approval on or after the age of 55, (ii) death or disability, (iii) termination of the plan, or (iv) a change of control of the Company. Additionally, under the Savings Investment Restoration Plan II, a participant will be entitled to payment of vested matching contributions only if the Compensation Committee determines that such participant is an executive in good standing at the time the executive terminates employment (whether upon retirement or otherwise);

  120. Nonqualified Deferred Compensation

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  121. Nonqualified Deferred Compensation

    provided, that if such participant is discharged for cause and/or engages in other activity that is harmful to or competitive with the Company, the rights of such participant to such amount will be forfeited and any such amount that has previously been paid to the participant may be recovered by the Company, unless the Committee determines that such activity is not detrimental to the best interests of the Company. All or a portion of any participant’s vested account balance may be distributed earlier in the event of an unforeseeable emergency, if approved by the Compensation Committee. For amounts deferred or vested as of December 31, 2004, a participant may receive a distribution of after-tax deferrals upon 30 days’ notice.

  122. Nonqualified Deferred Compensation

    | Nonqualified Deferred Compensation Table | | | | | | | Name | Executive Contributions in Last FY ($)(1) | Emerson Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(1)(3) | | S. L. Karsanbhai | 253,779 | 360,481 | 481,302 | — | 2,314,306 | | M. J. Baughman | 356,328 | 109,623 | 275,990 | — | 2,051,033 | | R. R. Krishnan | 233,340 | 53,497 | 240,685 | — | 967,989 | | M. H. Train | 159,845 | 117,248 | 730,965 | — | 2,833,564 | | M. Tang | 23,333 | 29,675 | 2,997 | — | 56,005 |

  123. Nonqualified Deferred Compensation

    (1)Includes amounts contributed by each NEO and by the Company, respectively, to the Savings Investment Restoration Plans. NEO and Company contributions in the last year have been included in the Salary and All Other Compensation columns, respectively, of the Summary Compensation Table. (2)Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table. (3)Includes amounts reported as compensation for the NEOs in the Summary Compensation Table for prior years. The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2023 and 2022, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Karsanbhai-$436,187 ($233,062), $341,850 ($175,550); Mr. Krishnan-$230,547 ($39,922), $162,915 ($24,998); Mr. Train-$216,698 ($77,781), $263,202 ($127,634); Baughman-$284,140 ($61,725) with respect to fiscal 2023. For prior years, all amounts contributed by an NEO and by the Company have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned, to the extent the NEO was named in such proxy statements and the amounts were required to be reported in such tables.

  124. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control As described above, the NEOs do not have any written or oral employment agreements with the Company and have no other agreements that contain severance or “golden parachute” provisions. The information below generally describes payments or benefits under the Company’s compensation plans and arrangements that would be available to all participants in the plans, including the NEOs, in the event of the participant’s termination of employment or of a Change of Control of the Company. Any such payments or benefits that an NEO has elected to defer would be provided in accordance with IRC Section 409A. Payments or benefits under other plans and arrangements that are generally available to the Company’s employees on similar terms are not described.

  125. Quantification of Payments and Benefits

    | S. L. Karsanbhai | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 40,794,348(7) | | Restricted Stock | —(8) | 4,046,690(9) | 4,046,690(9) | —(8) | —(8) | 8,202,750(10) | | RSUs | —(8) | 2,486,636(9) | 2,486,636(9) | —(8) | —(8) | 7,459,909(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — |

  126. Quantification of Payments and Benefits

    | M. J. Baughman | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | $8,607,162(7) | | Restricted Stock | —(8) | 656,220(9) | 656,220(9) | —(8) | —(8) | 1,093,700(10) | | RSUs | —(8) | 497,305(9) | 497,305(9) | —(8) | —(8) | 1,491,916(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — |

  127. Quantification of Payments and Benefits

    | R. R. Krishnan | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 14,386,650(7) | | Restricted Stock | —(8) | 1,487,432(9) | 1,487,432(9) | —(8) | —(8) | 1,859,290(10) | | RSUs | —(8) | 1,065,701(9) | 1,065,701(9) | —(8) | —(8) | 3,197,104(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — |

  128. Quantification of Payments and Benefits

    | M. H. Train | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 6,528,246(7) | | Restricted Stock | —(8) | 1,881,164(9) | 1,881,164(9) | —(8) | —(8) | 2,406,140(10) | | RSUs | —(8) | 355,234(9) | 355,234(9) | —(8) | —(8) | 1,065,701(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(11) | — | — | — | — |

  129. Quantification of Payments and Benefits

    | M. Tang | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 3,652,958(7) | | Restricted Stock | —(8) | 546,850(9) | 546,850(9) | —(8) | —(8) | 1,093,700(10) | | RSUs | —(8) | 498,107(9) | 498,107(9) | —(8) | —(8) | 1,494,322(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(11) | — | — | — | — |

  130. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we determined the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee. As is permitted under the SEC rules, to determine our median employee in 2023, we collected data as of July 1, 2023 for all employees globally and used “Base Pay, Shift Premium and Overtime, Bonus and Commission or equivalent” as our consistently applied compensation measure. After applying the 5% de Minimis exemption, we used a valid statistical sampling methodology on the remaining population to produce a sample of employees within a 5% range of the established median compensation measure, then selected an employee from within that group. For 2024, using the same determination date and statistical sampling methodology, we determined that the median employee from the prior year falls outside the 2023 5% range and identified a new median employee. We determined that the 2024 Summary Compensation Table total compensation and value of nondiscriminatory medical and dental benefits for our CEO and median employee were $20,114,659, and $47,221 respectively, which includes $18,376 and $5,513 in company-paid benefits, respectively. The estimate of the ratio of CEO pay to median worker pay calculated using a methodology consistent with the SEC rules as described above is 426:1. As of July 1, 2024, we had a global population of approximately 70,280 employees, which excludes the National Instruments acquisition that closed on October 11, 2023, which had approximately 7,000 employees at time of close. From this population, we excluded 3,504 employees from six countries (4.98% of the global workforce) under the 5% de Minimis rule, resulting in a remainder of 66,776 employees. Excluded countries and employee counts are as follows: Brazil (592), Colombia (26), Hungary (1,355), Malaysia (694), Nigeria (29), and Slovakia (808). As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the pay ratio reported above.

  131. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of Regulation S-K, the following table and accompanying narrative sets forth information concerning the compensation of our NEOs for each of the last three fiscal years and our financial performance for each such year in accordance with the SEC’s pay versus performance (“PVP”) disclosure rules. Under the PVP rules, the SEC has developed a new definition of pay, referred to as compensation actually paid (“CAP”), which is compared here to certain performance measures defined by the SEC. The Committee does not use CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the PVP table to measure performance for incentive plan purposes. Refer to “Compensation Discussion and Analysis” above for details on how we align pay with performance.

  132. Pay vs. Performance

    | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 63 |

  133. Pay vs. Performance

    | Year | Summary Compensation Table Total for PEO(1) (Karsanbhai) | Summary Compensation Table Total for PEO(1) (Farr) | Compensation Actually Paid to PEO(1)(2) (Karsanbhai) | Compensation Actually Paid to PEO(1)(2) (Farr) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (4) | Adj. EPS (5) | | | | | | | | | Emerson TSR (3)($) | Peer Group TSR(3) ($) | | | | 2024 | $20,096,283 | N/A | $27,577,252 | N/A | $5,932,843 | $7,203,594 | 185.11 | 210.97 | $1,968 | $5.49 | | 2023 | $18,317,194 | N/A | $29,057,107 | N/A | $4,795,129 | $7,335,684 | 160.11 | 146.36 | $13,219 | $4.44 | | 2022 | $15,178,106 | N/A | $8,202,846 | N/A | $5,294,490 | $2,830,506 | 118.57 | 114.23 | $3,231 | $3.64 | | 2021 | $15,806,036 | $15,066,763 | $21,037,695 | $30,144,401 | $5,524,580 | $8,847,430 | 149.12 | 134.55 | $2,303 | $3.01 |

  134. Pay vs. Performance

    (1)The principal executive officer (“PEO”) and the non-PEO NEOs for each fiscal year are as follows: 2024 – PEO: S. L. Karsanbhai; NEOs: M. J. Baughman, R. R. Krishnan, M. Tang and M. H. Train; 2023 – PEO: S. L. Karsanbhai; NEOs: M. J. Baughman, R. R. Krishnan, S. Y. Bosco, M. H. Train and F. J. Dellaquila; 2022 – PEO: S. L. Karsanbhai; NEOs: F. J. Dellaquila, R. R. Krishnan, M. J. Bulanda and S. Y. Bosco; 2021 – PEOs: S. L. Karsanbhai and D. N. Farr; NEOs: F. J. Dellaquila, R. R. Krishnan, M. J. Bulanda, J. P. Froedge, and M. H. Train. (2)In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s required valuation methods for this disclosure differ from those required in the SCT. The table below provides the adjustments to the SCT total compensation made to arrive at the compensation actually paid for the PEO and the average for Non-PEO NEOs. The amounts below for performance shares assume that the targeted award is earned, with actual amounts used for the year in which the award vests.

  135. Director Nominees for Inclusion in Proxy Statement (Proxy Access)

    Director Nominees for Inclusion in Proxy Statement (Proxy Access) In August 2017, the Board amended the Bylaws to permit a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. Notice of director nominees submitted under these Bylaw provisions must be delivered to and received by the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136, no sooner than July 16, 2025, and no later than August 15, 2025 to be considered timely for purposes of the Company’s 2026 Annual Meeting. To utilize proxy access, among other things, the electing shareholder and proposed nominee must comply with the detailed requirements set forth in our Bylaws, including the provision of the proposing shareholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. In each case the notice must be given to the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136. Any shareholder desiring a copy of the Company’s Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws is available on the Company’s website at www.Emerson.com, Company, Investors, Corporate Governance, Bylaws.