DEF 14A of Emerson Electric Co, Dec 10, 2021

DEF 14A of Emerson Electric Co

Filed Dec 10, 2021 · FY20210001193125-21-353934

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 eight 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. AC Audit Committee CC Compensation Committee FC Finance Committee NC Nominating and Corporate Governance Committee EC Executive Committee

  3. Nominees and Continuing Directors

    | Nominees for Terms Ending in 2025 | | | | | | | | | | Joshua B. Bolten President and Chief Executive Officer, Business Roundtable Age: 67 Director Since 2012 Committees: EC, NC | William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 72 Director Since 2020 Committees: CC, FC | Surendralal (Lal) L. Karsanbhai CEO and President, Emerson Age: 52 Director Since 2021 Committees: EC | Lori M. Lee CEO AT&T Latin America and Global Marketing Officer, AT&T, Inc. Age: 56 Director Since 2018 Committees: AC, EC, FC |

  4. Nominees and Continuing Directors

    | To Continue in Office Until 2023 | | | | | | | | Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 61 Director Since 2019 Committees: CC, NC | Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 62 Director Since 2017 Committees: CC, EC, FC | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 56 Director Since 2012 Committees: AC, FC |

  5. Nominees and Continuing Directors

    | To Continue in Office Until 2024 | | | | | | | | | | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 59 Director Since 2019 Committees: AC, CC | Arthur F. Golden Sr. Counsel, Davis Polk and Wardwell Age: 75 Director Since 2000 Committees: EC, FC | Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International, Inc. Age: 74 Director Since 2014 Committees: AC, NC | James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 66 Director Since 2013 Committees: AC, EC, NC |

  6. Nominees and Continuing Directors

    Clemens A. H. Boersig, currently an independent Director and a member of the Compensation Committee and Finance Committee, will be retiring from the Board as of the Annual Meeting.

  7. Nominees and Continuing Directors

    | 2 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  8. Director Compensation

    Director Compensation

  9. Processes and Procedures for Determination of Director Compensation

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

  10. 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 2021, the Director compensation program provided for the following payments:

  11. Director Compensation Program

    | Type | Amount | | Annual Cash Retainer | $115,000 | | Restricted Stock or RSU Retainer | $150,000 | | Board Chair Retainer | $200,000 | | Committee Chair Retainers | Audit and Compensation – $25,000 each Finance and Corporate Governance & Nominating – $20,000 each | | Meeting Fees | $1,500 for each Board or Committee meeting |

  12. Director Compensation Program

    Effective May 5, 2021, the Board Chair retainer was set at $200,000 per year. Prior to the Board providing for the separation of the role of CEO and Chair and electing an independent Chair, our former Chair and CEO received no additional compensation for serving as Chair. Effective October 1, 2021, the cash portion of the annual retainer was increased to $140,000, the annual restricted stock or RSU retainer was increased to $175,000 and meeting fees were eliminated for the first 24 Board or committee meetings per year. Emerson’s Director Stock Ownership Policy generally requires non-management Directors to hold stock equal to five times annual cash compensation, subject to a phase-in policy for new Directors. Our non-management Directors generally are required to hold all restricted stock and RSUs until retirement from our Board. The awards generally do not vest until the last day of a Director’s term after the age of 72, or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights. Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-Employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest

  13. Director Compensation Program

    | 14 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  14. Director Compensation Program

    exceeds 120% of the applicable federal long-term rate. During fiscal 2021, the applicable prime rate was 3.25%, while 120% of the applicable federal long-term rate ranged from 1.34% to 2.57%. A. F. Golden participated in this deferral program during fiscal 2021 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, in 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 fiscal 2021.

  15. Director Compensation

    Director Compensation

  16. Director Compensation

    | 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 | 154,000 | 149,938 | — | — | 303,938 | | Clemens A. H. Boersig(6) | 195,915 | 149,938 | — | 5,000 | 350,853 | | Joshua B. Bolten | 166,500 | 149,938 | — | 10,000 | 326,438 | | Martin S. Craighead | 158,500 | 149,938 | — | — | 308,438 | | William H. Easter III | 151,000 | 199,892 | — | 10,000 | 360,892 | | Gloria A. Flach | 159,667 | 149,938 | — | 5,000 | 314,605 | | Arthur F. Golden | 162,000 | 149,938 | 39,259 | 10,000 | 361,197 | | Candace Kendle | 146,500 | 149,938 | — | 10,000 | 306,438 | | Lori M. Lee | 146,500 | 149,938 | — | 14,880 | 311,318 | | Matthew S. Levatich | 148,000 | 149,938 | — | 10,000 | 307,938 | | James S. Turley | 259,333 | 149,938 | — | 10,000 | 419,271 |

  17. Director Compensation

    | Mr. Karsanbhai is the only current management Director and Mr. Farr was a management Director prior to his retirement. Their compensation is set forth in the Summary Compensation Table and related tables. They did not receive any additional compensation for service as Directors.(1) |

  18. Director Compensation

    | On February 2, 2021, the Directors then in office were awarded 1,787 shares of restricted stock, or RSUs in the case of Dr. Boersig, with a total value of $149,938 ($150,000 divided by the grant date value of Emerson stock, rounded down to the nearest whole share) representing their fiscal 2021 restricted stock award. On October 6, 2020, Mr. Easter was awarded 733 shares of restricted stock ($50,000 divided by the grant date value, rounded down to the nearest share) as his pro rata amount of the fiscal 2020 award. Each amount constitutes the aggregate grant date fair value of restricted stock and RSUs calculated in accordance with FASB ASC Topic 718.(2) |

  19. Director Compensation

    | The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2021, is: Mr. Blinn-4,330; Dr. Boersig-3,450; Mr. Bolten-22,362; Mr. Craighead-5,435; Mr. Easter-2,520; Ms. Flach-9,929; Mr. Golden-1,787; Dr. Kendle-1,787; Ms. Lee-6,681; Mr. Levatich-21,193; and Mr. Turley-19,026; and Dr. Boersig-26,880 RSUs.(3) |

  20. Director Compensation

    | Includes above-market earnings for fiscal 2021 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$39,249. Also includes the aggregate in the actuarial present value of Mr. Golden’s accumulated pension benefit for fiscal 2021 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors. However, pursuant to applicable regulations, does not include the aggregate decline in actuarial present value of $16,000 for Mr. Golden. The Continuing Compensation Plan for Non-Management Directors was terminated on June 4, 2002. Mr. Golden remains eligible for such plan because he was a Director prior to termination of the plan. Mr. Golden will, after termination of service, receive $30,000 annually for life, which was the annual cash retainer in effect on that date. If service terminates because of death, the benefit will be paid to his surviving spouse for five years.(4) |

  21. Director Compensation

    | 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 $4,880 submitted by Ms. Lee in fiscal 2020, but not matched until fiscal 2021.(5) |

  22. Director Compensation

    | Mr. Boersig will not be standing for reelection.(6) |

  23. Director Compensation

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 15 |

  24. Pay for Performance Fundamental Principles

    | • | aligning executive and shareholder interests by providing long-term stock-based incentives as a significant portion of total compensation; |

  25. Pay for Performance Fundamental Principles

    | • | attracting and retaining talented executives by providing competitive compensation and career-growth opportunities; and |

  26. Shareholder Engagement and Compensation Program Benchmarking

    Shareholder Engagement and Compensation Program Benchmarking

  27. 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 2021 Annual Meeting, with a vote of 92% in support. | |

  28. 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 • 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 |

  29. Compensation Mix

    | Annual Cash Compensation | | | Base Salary | Reflects specific job responsibilities and individual experience and performance, targeted in the median market range | | Annual Bonus | Rewards achievement of the Company’s annual financial and operating targets and considers individual performance, contributions and leadership, among other factors | | Long-Term Stock-Based Incentive 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; awards prior to Fiscal 2021 are benchmarked against global gross domestic product growth (G7 GDP +3%); in Fiscal 2021, a relative total shareholder return benchmark was also included; for the Fiscal 2022 – 2024 Performance Shares Program, defined operating targets were set (replacing the G7 GDP +3% growth benchmark) and again benchmarked against relative total shareholder return for the performance period • The primary long-term compensation element • Three-year performance period • Aligns executive pay with shareholder interests | | Restricted Stock | Supports succession planning, critical retention and key leadership development efforts • Used only in special situations without any set frequency or value level • Awards are highly selective • Cliff vests no sooner than 3 years and generally 5 to 10 years |

  30. Key Compensation Decisions in Fiscal 2021

    | • | Awarded annual cash bonuses for Fiscal 2021 to all NEOs |

  31. Key Compensation Decisions in Fiscal 2021

    | • | Awarded performance shares to all NEOs, subject to the achievement of financial targets for the three-year performance period ending September 30, 2023 |

  32. Key Compensation Decisions in Fiscal 2021

    | • | Approved changes to the Performance Shares Program operating metrics and other terms for the Fiscal 2022 – 2024 Performance Shares Program |

  33. Competitive Market Information

    Competitive Market Information

  34. 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 2021 compensation based upon one or more of the following criteria (which are not assigned any specific weight):

  35. How We Determine Our Compensation Comparator Group

    | | Net Revenue: Approximately (1)⁄2 to 2x Emerson revenues? Market Capitalization: Approximately (1)⁄2 to 2x Emerson market capitalization? Common Industries: An Emerson main competitor? Do we compete for customers? Do we compete for talent? Advanced Technology: Employs high technology to fuel growth? | | Innovation: Brings innovation to market? Grows through repositioning existing product or service offerings? Expands to new market segments? Global Presence: Less than 40% of revenue from one country/region? Business Complexity: Significant business presence in multiple different industries? Emerson Customer: A current Emerson customer in a familiar industry? |

  36. Fiscal 2021 Compensation Comparator Group Companies

    Fiscal 2021 Compensation Comparator Group Companies For fiscal 2021, no changes were made to our existing 22-company compensation comparator group listed below:

  37. Fiscal 2021 Compensation Comparator Group Companies

    | Fiscal 2021 Comparator Group | | | | | | Caterpillar | Fluor | Ingersoll Rand | PPG | United Technologies | | Cummins | General Dynamics | International Paper | Raytheon | 3M | | Danaher | Goodyear Tire | Lockheed Martin | Schlumberger | | | Deere | Honeywell | Northrop Grumman | TE Connectivity | | | Eaton | Illinois Tool Works | Parker Hannifin | Textron | |

  38. Emerson vs. Compensation Comparator Group

    Emerson vs. Compensation Comparator Group

  39. Emerson vs. Compensation Comparator Group

    | 24 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  40. 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 not set specific financial or operating targets related to annual cash compensation and pay determinations are not based on any formula. Actual pay is dependent on Company and individual performance and based on the Committee’s informed judgment. The Committee does monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific pay ratio is targeted. The Committee meets in executive session to review and set the CEO’s compensation. The Committee considers a number of factors in making its decision, including: market data; compensation elements; Company performance; tenure and experience; retention; and the CEO’s individual performance, leadership, contributions to the Company and impact on results. The Committee also discusses the CEO’s compensation annually with the non-management Directors in executive session. For the NEOs and other key executives, our CEO reviews with the Committee the individual performance and leadership potential of these key executives, along with the Company’s financial results, and makes individual pay recommendations to the Committee. The CEO’s recommendations are informed by our robust annual organizational review, compensation planning and performance review processes.

  41. Annual Long-Term Stock Compensation

    Annual Long-Term Stock Compensation 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 fair value at grant; 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 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 premium, sustained growth in earnings and cash flow. Each annual Performance Shares Program has a three-year performance period with 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. 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, but only on earned awards at the end of the performance period. Historically, payouts have been made primarily in common stock, with a portion paid in cash to cover tax obligations. To facilitate fixed accounting treatment for these awards beginning with the Fiscal 2022 - 2024 Performance Shares Awards, the Company will no longer pay a portion of earned awards in cash (other than accrued dividends). Awards include confidentiality, non-competition and non-solicitation obligations and expanded clawback rights and are subject to a double-trigger change of control provision.

  42. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 29 |

  43. Annual Long-Term Stock Compensation

    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. The Committee may include or exclude from both targets and actual results specified items of an unusual, non-recurring or extraordinary nature as allowed by the plans or as defined in the specific Program award agreement. Pursuant to our Incentive Shares Plans, the Committee also has the discretion to adjust a payout percentage where results and/or business climate warrant, except as may be defined in the specific Program award agreement. For the Fiscal 2022 – 2024 Performance Shares Program, the Committee has adopted a defined set of acceptable adjustments, removing negative discretion under the Plans, to facilitate fixed accounting treatment. For the Fiscal 2021 – 2023 Performance Shares Program and earlier Programs, our operating targets were benchmarked to growth over nominal G7 GDP growth, and the target growth rate was set at 3 percentage points above G7 GDP. Beginning with our Fiscal 2021 – 2023 Performance Shares Program, we also added 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. For the Fiscal 2022 – 2024 Performance Shares Program, we have determined that the G7 GDP benchmark does not sufficiently reflect our strategic objectives for the performance period and our determination for increased value creation. Accordingly, for the Fiscal 2022 – 2024 Program, we have set specific operating growth targets and have removed the G7 GDP +3% growth benchmark. We have retained the rTSR benchmark.

  44. Fiscal 2021 – 2023 Performance Metrics

    Fiscal 2021 – 2023 Performance Metrics

  45. What do we consider when we make performance shares awards?

    What do we consider when we make performance shares awards? 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; (4) commitment to the Company’s Purpose, Values and the Enabling Pillars of Culture, Portfolio and Execution; and (5) leadership potential. The annual performance shares award generally represents more than half of the NEO’s total compensation, depending on the NEO’s role and responsibilities. In fiscal 2021,100% of our NEOs annual long-term incentive awards were performance-based awards.

  46. What do we consider when we make performance shares awards?

    | 30 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  47. Why these performance metrics?

    Why these 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. The Committee sets targets for 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. For the Fiscal 2021 – 2023 Performance Shares Program, the Committee determined that earnings per share and cumulative free cash flow (operating cash flow less capital expenditures) were again the metrics most appropriate to drive growth.

  48. How do we benchmark our performance?

    How do we benchmark our performance? The Committee also sets an appropriate benchmark against which to measure our performance. For the Fiscal 2021 – 2023 Performance Shares Program, the Committee determined that measuring our financial and operating results against a global benchmark was appropriate in our position as a global leader in the industries we serve.

  49. G7 gross domestic product (G7 GDP)

    G7 gross domestic product (G7 GDP) For the Fiscal 2021 – 2023 Performance Shares Program, the Committee again determined that nominal G7 GDP was the appropriate benchmark and set the target growth rate as 3 percentage points above G7 GDP. Beginning with the Fiscal 2021 – 2023 Performance Shares Program, the Committee also added a relative total shareholder return modifier benchmark to measure our shareholder return performance against the CGI Group of companies, as discussed above.

  50. Relative total shareholder return (rTSR)

    Relative total shareholder return (rTSR) For the Fiscal 2021 – 2023 Performance Shares Program, the Committee will also review our total shareholder return for the three-year period relative to the CGI Group. If our total shareholder return is above the 80th percentile or below the 20th percentile of the CGI Group, the payout percentage will be adjusted as discussed above. For the Fiscal 2022 – 2024 Performance Shares Program, we have determined that the G7 GDP benchmark does not sufficiently reflect our strategic objectives for the performance period and our determination for increased value creation. Accordingly, we have set specific operating growth targets, removing the G7 GDP +3% growth benchmark for the performance period. We have retained the rTSR benchmark.

  51. How do we calculate results against our performance metrics?

    How do we calculate results against our performance metrics? At the end of the Fiscal 2021 – 2023 Performance Period, the Committee will review our financial results against the performance targets set at the beginning of the performance period. The Committee will consider whether there are any adjustments that should be made to account for unusual, non-recurring or extraordinary items. The Committee will then certify the level of achievement against the targets for payout of the awards.

  52. How do we calculate results against our performance metrics?

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 31 |

  53. Maximum Payout

    Maximum Payout Each performance metric is capped at 125% achievement, for a maximum aggregate payout for these awards of 125% prior to measuring rTSR for the 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, which would provide for a maximum payout opportunity of 145%. 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. For the Fiscal 2022 – 2024 Performance Shares Program, the Committee determined that the performance metrics will be adjusted EPS, to align with the use of adjusted EPS for the supplemental reporting of results to our shareholders, and cumulative FCF. Fiscal 2021 – 2023 Performance Shares Program Awards. In fiscal 2021, 100% 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:

  54. Maximum Payout

    | NEO Name | FY 2021 – 2023 Performance Shares Awarded ($ Value)(1) | FY 2021 – 2023 Performance Shares Awarded (# Shares) | | S. L. Karsanbhai(2) | $7,982,759 | 104,246 | | F. J. Dellaquila(3) | $3,029,934 | 43,615 | | R. R. Krishnan(4) | $2,887,570 | 35,114 | | M. J. Bulanda(3) | $2,524,957 | 36,346 | | J. P. Froedge(3) | $2,524,957 | 36,346 | | M. H. Train(3) | $3,029,934 | 43,615 | | D. N. Farr(3)(5) | $11,599,962 | 166,978 |

  55. Maximum Payout

    | Value calculated using the average high and low stock price of on the applicable date of grant.(1) |

  56. Maximum Payout

    | Includes 36,346 shares awarded on November 3, 2020 ($69.47 per share) and 67,900 shares on February 1, 2021 ($80.38 per share).(2) |

  57. Maximum Payout

    | Awarded on November 3, 2020 ($69.47 per share).(3) |

  58. Maximum Payout

    | Includes 15,114 shares awarded on November 3, 2020 ($69.47 per share) and 20,000 shares on April 6, 2021 ($91.88 per share).(4) |

  59. Maximum Payout

    | Mr. Farr retired on February 5, 2021. For a description of the effect of his departure on his equity awards, see “Description of D. N. Farr Letter Agreement” on page 47.(5) |

  60. Maximum Payout

    For fiscal 2021, performance shares represented 73% of our CEO’s annual total compensation and an average of 67% for our other NEOs. Fiscal 2019 – 2021 Performance Shares Program. The performance period for the Fiscal 2019 – 2021 Performance Shares Program ended on September 30, 2021. The targets and weightings were calculated in the same manner as described above. The Committee determined that the target earnings per share was $3.86 and target cumulative free cash flow was $7.623 billion. 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 acquisition and divestiture activity as well as other tax items.

  61. Maximum Payout

    | 32 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  62. Maximum Payout

    The Committee determined that the fiscal 2021 EPS, after an aggregate upward adjustment of $0.04 (from $3.82), was $3.86, and cumulative free cash flow over the performance period, after downward adjustment of $120 million (from $7.951 billion), was $7.831 billion. The performance results after the impact from the adjustments resulted in a payout percentage of 101% of the previously awarded shares under the formula. The payouts are reflected in the Option Exercises and Stock Vested table on page 42.

  63. Other Stock Awards

    Other Stock Awards Restricted Stock. Restricted stock is also available for award under our long-term stock-based compensation program. In limited circumstances, such as special retention, recognition and succession planning needs, the Committee may make a separate award of restricted stock. Awards of restricted stock are highly selective. Restricted stock awards are not considered as a portion of an NEOs annual total compensation and may, therefore, result in compensation above the median range in the year of award. The Committee views this program as an important management succession planning and retention tool. The objective is to lock in top executives and their potential replacements identified through the succession planning process. Restricted stock provides participants with dividends and voting rights beginning on the award date. There is no set frequency of restricted stock awards, and they are granted with long-term cliff vesting periods of up to 10 years and no less than 3 years. Mr. Karsanbhai received an award of restricted stock in connection with his appointment as CEO. Each of Messrs. Krishnan, Bulanda, Froedge and Train also received awards of restricted stock in connection with their appointments and for retention in connection with the CEO transition and other executive leadership transitions. Messrs. Karsanbhai, Krishnan and Froedge had also received awards of restricted stock as part of succession planning in early fiscal 2021. The following restricted stock awards were made to the NEOs:

  64. Other Stock Awards

    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.

  65. Policies Supporting Our Fundamental Principles

    | Includes share equivalents and shares in retirement accounts and restricted stock.(1) |

  66. 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 determined by the Committee individually based on specific facts and circumstances and not on formulaic rules. We follow these general principles:

  67. Severance, Executive Termination and Retirement

    | • | We do not pay lump sum, non-forfeitable cash severance payments. |

  68. Severance, Executive Termination and Retirement

    | • | 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. |

  69. Severance, Executive Termination and Retirement

    | • | 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. |

  70. Severance, Executive Termination and Retirement

    | • | 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. |

  71. Severance, Executive Termination and Retirement

    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 cash bonus without shareholder ratification. The policy is located at www.Emerson.com, Investors, Corporate Governance, Executive Officer Severance Policy. D. N. Farr, our former Chief Executive Officer, retired from that position as of February 5, 2021. We entered into a letter agreement with Mr. Farr which, among other things, reaffirmed and extended his restrictive covenants. Please see “Description of D. N. Farr Letter Agreement” at page 47 below for a description of his retirement arrangement.

  72. Severance, Executive Termination and Retirement

    | 34 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  73. 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” at page 45 below. Our 2011 Stock Option Plan and 2015 Incentive Shares 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.

  74. 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.

  75. Equity Compensation Grant Practices

    | 36 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  76. 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 four most highly compensated executive officers for the last fiscal year, as well as our former Chair and Chief Executive Officer who retired from the Company in fiscal 2021 (the “named executive officers” or “NEOs”).

  77. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(3) | All Other Compensation ($)(4) | Total ($) | | S. L. Karsanbhai Chief Executive Officer and President(5) | 2021 | 973,371 | 2,016,000 | 12,651,359 | — | 16,000 | 149,306 | 15,806,036 | | | 2020 | 512,188 | 605,000 | 2,500,000 | — | 95,000 | 101,737 | 3,813,925 | | | 2019 | 525,000 | 675,000 | 3,005,415 | — | 163,000 | 217,038 | 4,585,453 | | F. J. Dellaquila Senior Executive Vice President and Chief Financial Officer | 2021 | 762,000 | 1,200,000 | 3,029,934 | — | 710,000 | 123,477 | 5,825,411 | | | 2020 | 709,613 | 1,050,000 | 2,999,956 | — | 1,776,000 | 119,711 | 6,655,280 | | | 2019 | 740,000 | 1,175,000 | 2,677,238 | — | 2,423,000 | 124,208 | 7,139,446 | | R. R. Krishnan Executive Vice President and Chief Operating Officer(6) | 2021 | 624,904 | 600,000 | 4,272,020 | — | 50,000 | 57,111 | 5,604,035 | | M. J. Bulanda Executive President Automation Solutions(7) | 2021 | 608,698 | 640,000 | 3,562,057 | — | 70,000 | 73,274 | 4,954,029 | | J. P. Froedge Executive President Commercial and Residential Solutions | 2021 | 525,000 | 560,000 | 4,604,107 | — | 1,000 | 72,746 | 5,762,853 | | M. H. Train Senior Vice President and Chief Sustainability Officer(8) | 2021 | 675,000 | 500,000 | 4,132,494 | — | 25,000 | 144,077 | 5,476,571 | | | 2020 | 628,594 | 705,000 | 2,999,956 | — | 85,000 | 139,759 | 4,558,309 | | | 2019 | 650,000 | 785,000 | 2,677,238 | — | 146,000 | 143,028 | 4,401,266 | | D. N. Farr Former Chair of the Board and Chief Executive Officer(9) | 2021 | 927,969 | 1,875,000 | 11,599,962 | — | — | 663,832 | 15,066,763 | | | 2020 | 1,303,750 | 2,050,000 | 11,499,941 | — | 1,164,000 | 465,394 | 16,483,085 | | | 2019 | 1,400,000 | 2,400,000 | 11,357,291 | — | 4,597,000 | 547,285 | 20,301,576 |

  78. Summary Compensation Table

    | Represents cash bonus amounts paid after the end of the fiscal year with respect to that fiscal year’s performance.(1) |

  79. Summary Compensation Table

    | The amounts relate to performance shares and restricted stock awards. See the Grants of Plan-Based Awards table at page 39 below for information on awards granted in fiscal 2021. 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. For performance shares awards granted in 2021, the grant date fair values were: Mr. Karsanbai-$7,982,759, Messrs. Dellaquila and Train-$3,029,934, Mr. Krishnan-$2,887,570, Messrs. Bulanda and Froedge-$2,524,957, and Mr. Farr-$11,599,962. For performance shares awards granted in 2020, the grant date fair values were: Mr. Karsanbhai-$2,5000,000; Messrs. Dellaquila and Train-$2,999,956, and Mr. Farr-$11,499,941. For performance shares awards granted in 2019, the grant date fair values were: Mr. Karsanbhai-$2,314,515, Messrs. Dellaquila and Train-$2,677,238, and Mr. Farr-$11,357,291. If the maximum payout is earned, the number of performance shares paid out would be 145% for the 2021 performance share awards and 125% for each of the 2020 and 2019 performance share awards, which would have amounted to the following grant date fair values for the awards shown: for 2021, Mr. Karsanbhai-$11,575,001, Messrs. Dellaquila and Train-$4,393,404, Mr. Krishnan-$4,186,977, Messrs. Bulanda and Froedge-$3,661,188, and Mr. Farr-$16,819,945; for 2020, Mr. Karsanbhai-$3,125,000, Messrs. Dellaquila, and Train-$3,749,945, and Mr. Farr-$14,374,926; for 2019 Mr. Karsanbhai-$2,893,144, Messrs. Dellaquila and Train-$3,346,548, and Mr. Farr-$14,196,614. See Note 15 to the Company’s fiscal 2021 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.(2) |

  80. Summary Compensation Table

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 37 |

  81. Summary Compensation Table

    | 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. However, pursuant to applicable regulations, does not include the aggregate decline in actuarial present value of $396,000 for Mr. Farr in fiscal 2021. For fiscal 2020 and 2019, the applicable discount rate used to value pension plan liabilities decreased, which increased actuarial present values resulting in the increase in values shown from prior years. In none of the fiscal years were changes made in the method of calculating plan benefits for the NEOs.(3) |

  82. Summary Compensation Table

    | Includes the following amounts for 2021:(4) |

  83. Summary Compensation Table

    | Name | Perquisites(a) | Savings Plan(b) | Life Insurance(c) | Other(d) | Total(e) | | S. L. Karsanbhai | 43,289 | 106,017 | — | | 149,306 | | F. J. Dellaquila | 50,512 | 45,181 | 27,784 | | 123,477 | | R. R. Krishnan | 37,340 | 19,771 | — | | 57,111 | | M. J. Bulanda | 33,668 | 29,145 | 10,461 | | 73,274 | | J. P. Froedge | 26,557 | 46,189 | — | | 72,746 | | M. H. Train | 51,030 | 90,952 | 2,095 | | 144,077 | | D. N. Farr | 100,967 | 75,833 | 19,032 | 468,000 | 663,832 |

  84. Summary Compensation Table

    | The perquisites provided are tax and financial planning, leased Company car, club fees, 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 personal air travel. The Company’s CEO reimburses the Company for personal air travel at first class rates. 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 2021, the incremental amount of personal use of Company aircraft for the Company’s CEO was: Mr. Karsanbhai-$4,097 and Mr. Farr- $74,738, respectively, which amounts were included in the perquisites amounts above.(a) |

  85. Summary Compensation Table

    | Contributions by the Company for the NEOs to the Company’s retirement savings plans.(b) |

  86. Summary Compensation Table

    | Premiums paid by the Company on behalf of the NEOs for term life insurance.(c) |

  87. Summary Compensation Table

    | Includes $468,000 in consulting fees for Mr. Farr under a consulting arrangement. See note (9) below.(d) |

  88. Summary Compensation Table

    | None of these amounts were grossed up for taxes.(e) |

  89. Summary Compensation Table

    | Mr. Karsanbhai became Chief Executive Officer and a Director on February 5, 2021 and became President on March 2, 2021. Mr. Karsanbhai was formerly Executive President Automation Solutions. Base salary reflects amounts received in current and prior roles. He does not receive any separate compensation for his service as a Director.(5) |

  90. Summary Compensation Table

    | Mr. Krishnan became Executive Vice President and Chief Operation Officer in February 2021. Mr. Krishnan was formerly President Final Control. Base salary reflects amounts received in current and prior roles.(6) |

  91. Summary Compensation Table

    | Mr. Bulanda became Executive President – Automation Solutions in February 2021. Mr. Bulanda was formerly Senior Vice President. Base salary reflects amounts received in current and prior roles.(7) |

  92. Summary Compensation Table

    | Mr. Train became Senior Vice President and Chief Sustainability Officer on March 2, 2021. He previously served as President.(8) |

  93. Summary Compensation Table

    | Mr. Farr retired as Chief Executive Officer on February 5, 2021, as Chair of the Board on May 4, 2021, and as an employee on May 31, 2021. Mr. Farr did not receive any separate compensation for his service as a Director. Please see “Description of D. N. Farr Letter Agreement” at page 47 for a description of his retirement arrangements.(9) |

  94. Summary Compensation Table

    | 38 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  95. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about equity awards granted to the NEOs in fiscal 2021.

  96. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold (#) | Target (#)(1) | Maximum (#)(1) | | | | | | S. L. Karsanbhai | 11/3/2020 | N/A | 36,346 | 52,701 | | | | 2,524,957 | | | 11/3/2020 | | | | 5,000 | | | 347,350 | | | 2/1/2021 | N/A | 67,900 | 98,455 | | | | 5,457,802 | | | 2/8/2021 | | | | 50,000 | | | 4,321,250 | | F. J. Dellaquila | 11/3/2020 | N/A | 43,615 | 63,242 | | | | 3,029,934 | | R. R. Krishnan | 11/3/2020 | N/A | 15,114 | 21,915 | | | | 1,049,970 | | | 11/3/2020 | | | | 5,000 | | | 347,350 | | | 2/8/2021 | | | | 12,000 | | | 1,037,100 | | | 4/6/2021 | N/A | 20,000 | 29,000 | | | | 1,837,600 | | M. J. Bulanda | 11/3/2020 | N/A | 36,346 | 52,702 | | | | 2,524,957 | | | 2/8/2021 | | | | 12,000 | | | 1,037,100 | | J. P. Froedge | 11/3/2020 | N/A | 36,346 | 52,702 | | | | 2,524,957 | | | 11/3/2020 | | | | 15,000 | | | 1,042,050 | | | 2/8/2021 | | | | 12,000 | | | 1,037,100 | | M. H. Train | 11/3/2020 | N/A | 43,615 | 63,242 | | | | 3,029,934 | | | 4/6/2021 | | | | 12,000 | | | 1,102,560 | | D. N. Farr (4) | 11/3/2020 | N/A | 166,978 | 242,118 | | | | 11,599,962 |

  97. Grants of Plan-Based Awards

    | Includes performance shares awards granted in November 2020 under the Fiscal 2021–2023 Performance Shares Program (under our 2015 Incentive Shares Plan). See “Annual Long-Term Stock Compensation” at page 29 above for additional detail regarding the program, performance shares and how shares are earned.(1) |

  98. Grants of Plan-Based Awards

    | Includes restricted stock granted in fiscal 2021 under the 2015 Incentive Shares Plan which cliff vests over the following number of year from the date of grant: S. L. Karsanbhai-10 years; R. R. Krishnan-5 years; M. J. Bulanda-5 years; J. P. Froedge-10 years with respect to 15,000 shares of restricted stock and 5 years with respect to 12,000 shares of restricted stock; and M. H. Train-5 years. Please see “Restricted Stock” at page 33 above for additional information regarding restricted stock awards.(2) |

  99. Grants of Plan-Based Awards

    | Includes the grant date fair value of awards of performance shares and restricted stock computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. These amounts do not correspond to the actual value that will be realized by the NEOs. 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, adjusted to current value each year, which varies depending upon stock price and the probability that targets will be reached, and therefore will generally not be equal to the grant date fair value reported above. For restricted stock, the aggregate amount that the Company would expense in its yearly financial statements over the vesting period is equal to the grant date fair value reported above. See Note 15 to the Company’s fiscal 2021 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.(3) |

  100. Grants of Plan-Based Awards

    | Mr. Farr retired as Chief Executive Officer on February 5, 2021, as Chair of the Board on May 4, 2021 and as an employee on May 31, 2021. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Farr received his earned payout of the Fiscal 2019–2021 Performance Shares Program in November 2021, and he may receive his full earned payout of his other performance shares awards, subject to the Company’s achievement of the applicable performance objectives, to be paid at the times provided for under the programs. Please see “Description of D. N. Farr Letter Agreement” at page 47 for a description of his retirement arrangements.(4) |

  101. Grants of Plan-Based Awards

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 39 |

  102. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides holdings of stock options, performance shares and restricted stock by our NEOs at the end of fiscal 2021, including unexercised stock options, unvested restricted stock and performance shares with performance conditions that had not yet been satisfied.

  103. 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 | 10/1/13 | 10,000 | | 65.07 | 10/1/23 | (2) | 75,000(2) | 7,065,000 | | | | | 8/5/14 | 4,000 | | 62.84 | 8/5/24 | 11/5/19 | | | 34,263(4) | 3,227,575 | | | 2/1/16 | 15,000 | | 45.50 | 2/1/26 | 11/3/20 | | | 36,346(5) | 3,423,793 | | | | | | | | 2/1/21 | | | 67,900(5) | 6,396,180 | | F. J. Dellaquila | 10/1/13 | 100,000 | | 65.07 | 10/1/23 | (2) | 40,000(2) | 3,768,000 | | | | | | | | | | 11/5/19 | | | 41,115(4) | 3,873,033 | | | | | | | | 11/3/20 | | | 43,615(5) | 4,108,533 | | R. R. Krishnan | | | | | | (2) | 22,000(2) | 2,072,400 | | | | | | | | | | 11/5/19 | | | 16,000(4) | 1,507,200 | | | | | | | | 11/3/20 | | | 15,114(5) | 1,423,739 | | | | | | | | 4/6/21 | | | 20,000(5) | 1,884,000 | | | | | | | | 7/20/20 | 1,000(6) | 94,200 | | | | M. J. Bulanda | 10/1/13 | 40,000 | | 65.07 | 10/1/23 | (2) | 27,000(2) | 2,543,400 | | | | | 6/5/12 | 10,000 | | 44.81 | 6/5/22 | 11/5/19 | | | 34,263(4) | 3,227,575 | | | | | | | | 11/3/20 | | | 36,346(5) | 3,423,793 | | J. P. Froedge | 11/3/15 | 15,000 | | 49.64 | 11/3/25 | (2) | 42,000(2) | 3,956,400 | | | | | 10/1/13 | 8,000 | | 65.07 | 10/1/23 | 11/5/19 | | | 12,000(4) | 1,130,400 | | | 10/1/12 | 8,000 | | 47.93 | 10/1/22 | 11/3/20 | | | 36,346(5) | 3,423,793 | | | | | | | | 7/20/20 | 500(6) | 47,100 | | | | M. H. Train | 10/1/13 | 22,000 | | 65.07 | 10/1/23 | (2) | 52,000(2) | 4,898,400 | | | | | 11/3/15 | 22,000 | | 49.64 | 11/3/25 | 11/5/19 | | | 41,115(4) | 3,873,033 | | | | | | | | 11/3/20 | | | 43,615(5) | 4,108,533 | | D. N. Farr (7) | 10/1/13 | 184,362 | | 65.07 | 10/1/23 | 11/5/19 | | | 157,609(4) | 14,846,768 | | | | | | | | 11/3/20 | | | 166,978(5) | 15,729,328 |

  104. Outstanding Equity Awards at Fiscal Year-End

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

  105. Outstanding Equity Awards at Fiscal Year-End

    | 40 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  106. Outstanding Equity Awards at Fiscal Year-End

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

  107. 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 | | F. J. Dellaquila | 10,000 | 8 | 10/1/2013 | 10/1/2021 | | | 20,000 | 5 | 11/1/2016 | 11/1/2021 | | | 10,000 | 5 | 4/30/2018 | 4/30/2023 | | R. R. Krishnan | 5,000 | 5 | 11/7/2017 | 11/7/2022 | | | 5,000 | 5 | 11/3/2020 | 11/3/2025 | | | 12,000 | 5 | 2/8/2021 | 2/8/2026 | | M. J. Bulanda | 10,000 | 10 | 10/1/2013 | 10/1/2023 | | | 5,000 | 5 | 11/1/2016 | 11/1/2021 | | | 12,000 | 5 | 2/8/2021 | 2/8/2026 | | J. P. Froedge | 10,000 | 10 | 11/3/2015 | 11/3/2025 | | | 5,000 | 5 | 11/7/2017 | 11/7/2022 | | | 15,000 | 10 | 11/3/2020 | 11/3/2030 | | | 12,000 | 5 | 2/8/2021 | 2/8/2026 | | M. H. Train | 10,000 | 10 | 10/1/2012 | 10/1/2022 | | | 10,000 | 10 | 10/7/2014 | 10/7/2024 | | | 20,000 | 5 | 4/30/2018 | 4/30/2023 | | | 12,000 | 5 | 4/6/2021 | 4/6/2026 |

  108. Outstanding Equity Awards at Fiscal Year-End

    | Based on the closing share price of $94.20 on September 30, 2021.(3) |

  109. Outstanding Equity Awards at Fiscal Year-End

    | Consists of performance shares awards granted in fiscal 2020 under the Fiscal 2020 – 2022 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2022. 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 125% of the target.(4) |

  110. Outstanding Equity Awards at Fiscal Year-End

    | Consists of performance shares awards granted in fiscal 2021 under the Fiscal 2021 – 2023 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2023. 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) |

  111. Outstanding Equity Awards at Fiscal Year-End

    | Consists of restricted stock units that vest on 7/20/2023, which were awarded prior to being an executive officer.(6) |

  112. Outstanding Equity Awards at Fiscal Year-End

    | Mr. Farr retired as Chief Executive Officer on February 5, 2021, as Chair of the Board on May 4, 2021 and as an employee on May 31, 2021. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Farr received his earned payout of the Fiscal 2019–2021 Performance Shares Program in November 2021, and he may receive his full earned payout of his other performance shares awards, subject to the Company’s achievement of the applicable performance objectives, to be paid at the times provide for under the programs. Please see “Description of D. N. Farr Letter Agreement” at page 47 for a description of his retirement arrangements.(7) |

  113. Outstanding Equity Awards at Fiscal Year-End

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 41 |

  114. 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 fiscal 2021 for stock option exercises, performance shares awards earned and vested restricted stock.

  115. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(4) | | S. L. Karsanbhai | | | 33,835(2) | 3,310,078 | | F. J. Dellaquila | | | 39,138(2) | 3,828,822 | | R. R. Krishnan | 35,000 | 684,800 | 13,635(2) | 1,333,912 | | | | | 15,000(3) | 1,018,100 | | M. J. Bulanda | | | 28,785(2) | 2,816,037 | | J. P. Froedge | | | 11,413(2) | 1,116,534 | | M. H. Train | | | 39,138(2) | 3,828,822 | | D. N. Farr | 15,368 | 365,221 | 166,028(2) | 16,242,504 |

  116. Option Exercises and Stock Vested

    | 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.(1) |

  117. Option Exercises and Stock Vested

    | Reflects the earnings of performance shares granted under the Fiscal 2019 – 2021 Performance Shares Program. The performance shares were subject to performance goals for the period ending September 30, 2021, and the percentage earned was 101%. Awards were paid out on November 1, 2021. See “Annual Long-Term Stock Compensation” at page 29 above for additional information regarding the program.(2) |

  118. Option Exercises and Stock Vested

    | Represents the vesting of 15,000 shares for Mr. Krishan with vesting terms of 10 years (10,000 shares) and five years (5,000 shares).(3) |

  119. Option Exercises and Stock Vested

    | Values realized for performance shares earned are based on the average of the high and low share prices ($97.83) on November 1, 2021, the date the Compensation Committee determined that the performance targets for the performance period ended September 30, 2021 had been met. Values for restricted stock are based on the average of the high and low share price on the date of vesting, $67.075 on October 5, 2020 (10,000 shares) and $69.47 on November 3, 2020 (5,000 shares), respectively.(4) |

  120. Pension Benefits

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

  121. Emerson Retirement Plan

    Emerson Retirement Plan The Emerson Electric Co. Retirement Plan is a tax-qualified retirement program that covered approximately 37,000 participants on September 30, 2021, including the 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 bonus (final average earnings), not to exceed the IRS-prescribed limit applicable to tax-qualified plans ($290,000 for calendar year 2021). 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 (other than Mr. Dellaquila) includes benefits determined under different but lesser pension formulas for periods of prior service at Company business units. In addition, Messrs. Karsanbhai, Froedge, Train and Farr are no longer accruing pension benefit service under 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, 2021, Messrs. Dellaquila, Train and Bulanda are eligible for early retirement. Mr. Farr retired as Chief Executive Officer on February 5, 2021, as Chair of the Board on May 4, 2021 and as an employee on May 31, 2021. 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.

  122. Emerson Retirement Plan

    | 42 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  123. Emerson Retirement Plan

    Benefits under the plan are subject to the limitations under IRC Section 415, which in fiscal 2021 was $230,000 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.

  124. 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 | | 746,000 | — | | F. J. Dellaquila | Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan | 30 30 | $ $ | 1,700,000 10,805,000 | — — | | R. R. Krishnan | Emerson Electric Co. Retirement Plan | 25 | | 744,000 | — | | M. J. Bulanda | Emerson Electric Co. Retirement Plan | 36 | | 1,405,000 | — | | J. P. Froedge(3) | Emerson Electric Co. Retirement Plan | 10 | | 250,000 | — | | M. H. Train(3) | Emerson Electric Co. Retirement Plan | 18 | | 830,000 | — | | D. N. Farr | Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan | 41 41 | $ $ | 2,058,000 28,354,000 | 44,431 — |

  125. Emerson Pension Restoration Plan

    | The number of years of service credited under the plans is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s financial statements for the last completed fiscal year.(1) |

  126. Emerson Pension Restoration Plan

    | The accumulated benefit is based on service and earnings under the plans through September 30, 2021. The present value has been calculated assuming the accumulated benefit as of September 30, 2021 commences at age 65, or current age if older, under the stated form of annuity. In addition, the present value of the Emerson Pension Restoration Plan benefit assumes that the NEO will remain in service until age 65. Except for the assumption that the NEOs remain in service through age 65, the present value is based on the assumptions described in Note 12 to the Company’s fiscal year 2021 financial statements in the Company’s Annual Report on Form 10-K. Specifically, the interest rate assumption is 2.93% for the Emerson Retirement Plan and 2.76% for the Emerson Restoration Plan and the post-retirement mortality assumption is a based on mortality tables of PRI-2012 no collar, annuitant, sex distinct tables projected forward with MP-2016 grading linearly to 0.75% over 20 years (by 2032).(2) |

  127. Emerson Pension Restoration Plan

    | Messrs. Karsanbhai, Froedge and Train are no longer accruing pension benefit service under the Retirement Plan.(3) |

  128. 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 together with the Savings Investment Restoration Plan I, 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.

  129. Nonqualified Deferred Compensation

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 43 |

  130. Nonqualified Deferred Compensation

    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 bonus) 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); 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.

  131. 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 | 79,898 | 89,593 | 60,217 | — | 474,878 | | F. J. Dellaquila | 90,362 | 36,701 | 761,072 | — | 5,669,364 | | R. R. Krishnan | 32,083 | 7,801 | 2,763 | — | 42,647 | | M. J. Bulanda | 172,145 | 21,695 | 205,377 | — | 1,118,683 | | J. P. Froedge | 19,688 | 25,156 | 16,734 | — | 126,298 | | M. H. Train | 140,390 | 69,764 | 302,507 | — | 1,374,688 | | D. N. Farr | 242,634 | 67,283 | 5,727,867 | — | 22,061,657 |

  132. Nonqualified Deferred Compensation

    | Includes amounts contributed by each NEO and by the Company, respectively, to the Savings Investment Restoration Plans. NEO and Company contributions in the last fiscal year have been included in the Salary and All Other Compensation columns, respectively, of the Summary Compensation Table.(1) |

  133. Nonqualified Deferred Compensation

    | Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table.(2) |

  134. Nonqualified Deferred Compensation

    | 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 2020 and 2019, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Karsanbhai-$119,153 ($59,674), $37,735 ($19,141); Mr. Dellaquila-$161,191 ($38,842), $185,451 ($42,724); Mr. Train-$209,157 ($67,480), $176,052 ($84,552); and Mr. Farr-$381,412 ($84,412), $543,531 ($94,198); 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.(3) |

  135. Nonqualified Deferred Compensation

    | 44 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  136. 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. As described on page 47, the terms and conditions of Mr. Farr’s retirement are set forth in a letter agreement. Please see “Description of D. N. Farr Letter Agreement” on page 47. 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.

  137. Payments Made Upon Retirement

    Payments Made Upon Retirement Upon retirement, the Company’s compensation plans and arrangements provide as follows:

  138. Payments Made Upon Retirement

    | • | The Compensation Committee has the discretion to determine whether any annual cash bonus award would be paid, subject to satisfaction of any pre-established performance conditions; |

  139. Payments Made Upon Retirement

    | • | Upon retirement, as determined by the Compensation Committee, all unvested stock options held for at least 12 months before retirement would vest, and all unexercised options could be exercised for a period of five years after retirement, up to the original option term; |

  140. Payments Made Upon Retirement

    | • | Upon retirement after age 65, the NEOs would receive a prorated payout of performance shares, as reasonably determined by the Compensation Committee, subject to satisfaction of pre-established performance conditions, to be paid after the applicable performance period. Before age 65, the Compensation Committee has the discretion to determine whether a NEO would receive a prorated, other or no payout of performance shares, which payout would be made after the performance period, subject to the satisfaction of performance conditions; |

  141. Payments Made Upon Retirement

    | • | The Compensation Committee has the discretion to determine whether to allow the NEOs to continue to vest in restricted stock following retirement, or to reduce the vesting period to not less than three years; |

  142. Payments Made Upon Retirement

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 45 |

  143. Payments Made Upon Retirement

    | • | If not previously vested, the NEOs would be vested in Company contributions to the Savings Investment Restoration Plans if retirement occurs with the approval of the Compensation Committee on or after age 55; and |

  144. Payments Made Upon Retirement

    | • | Under the Company’s Pension Restoration Plan, an NEO’s benefit commences after age 65 or later retirement and is paid as a monthly annuity, or a lump sum if elected. |

  145. 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 ($) | Change of Control ($)(13) | | 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) | 18,273,429(7) | | Restricted Stock | —(8) | 1,365,900(9) | 1,365,900(9) | —(8) | —(8) | 7,065,000(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — | | F. J. Dellaquila | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(13) | | 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) | 10,798,664(7) | | Restricted Stock | —(8) | 3,391,200(9) | 3,391,200(9) | —(8) | —(8) | 3,768,000(10) | | Pension Restoration Plan(11) | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(12) | — | — | — | — | | R. R. Krishnan | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(13) | | 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) | 6,680,221(7) | | Restricted Stock | —(8) | 728,480(9) | 728,480(9) | —(8) | —(8) | 2,166,600 (10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — |

  146. Quantification of Payments and Benefits

    | M. J. Bulanda | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(13) | | 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) | 8,998,968(7) | | Restricted Stock | —(8) | 1,450,680(9) | 1,450,680(9) | —(8) | —(8) | 2,543,400(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(12) | — | — | — | — | | J. P. Froedge | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(13) | | 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) | 6,377,500(7) | | Restricted Stock | —(8) | 1,325,080(9) | 1,325,080(9) | —(8) | —(8) | 4,003,500(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — | | M. H. Train | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(13) | | 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) | 10,798,664(7) | | Restricted Stock | —(8) | 2,637,600(9) | 2,637,600(9) | —(8) | —(8) | 4,898,400(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(12) | — | — | — | — |

  147. Quantification of Payments and Benefits

    | Assumes the Committee does not allow any payout for the performance shares awards granted in 2020 or 2021. See Outstanding Equity Awards at Fiscal Year-End table at page 40 above.(6) |

  148. Quantification of Payments and Benefits

    | See “Pension Benefits” on page 42 for information on vested pension benefits. Amounts shown in the table include the excess, if any, over the amounts shown in the Pension Benefits table. For a Change of Control, the amounts shown also include the discounted present value of unvested amounts under the Pension Restoration Plan.(11) |

  149. 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 2021, we used “Base Pay, Shift Premium and Overtime, Bonus and Commission or equivalent” as our consistently applied compensation measure. As of our determination date of July 1, 2021, we collected wages for 86,067 employees. Applying the 5% de Minimis exemption, we excluded 4,295 employees from 9 countries (4.99% of the global workforce) as follows: Angola (5), Chile (91), Costa Rica (971), Hungary (1,266), Indonesia (30), Nigeria (20), Slovakia (820), Thailand (1,066), Tunisia (26). Applying a valid statistical sampling methodology to the remaining 81,772 employees, we produced a sample of employees within a 5% range of the estimated median of the established compensation measure, then selected an employee from within that group as our median employee. We determined that the 2021 total compensation for our CEO and median employee were $16,048,119 and $42,499, respectively, which includes $15,454 and $10,426 in company provided medical and dental benefits applicable to all employees, respectively. These Company provided benefits are not included in the compensation for our CEO in the Summary Compensation Table on page 37. In addition, also included for Mr. Karsanbhai is an additional amount that reflects the annualization of his base salary consistent with the applicable SEC guidance, which is not included in the Summary Compensation Table on page 37. 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 378:1. Due to the special awards of restricted stock to Mr. Karsanbhai for fiscal 2021 granted in connection with his retention and promotion to CEO, the fiscal 2021 pay ratio is materially higher than our CEO pay ratio in fiscal 2020. If we were to exclude these special awards of restricted stock and the annualization of Mr. Karsanbhai’s base salary for fiscal 2021, our CEO compensation would have been $11,137,436 and the resulting CEO pay ratio would have been 262:1. 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.

  150. Pay Ratio Disclosure

    | 50 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  151. Pay Ratio Disclosure

    Proxy Item No. 1: ELECTION OF DIRECTORS

  152. 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, provided that the Bylaws provide that this restriction does not apply to (i) Mr. Golden and Dr. Kendle until the Company’s 2022 Annual Meeting, and (ii) Mr. Easter until the Company’s 2023 Annual Meeting. Clemens Boersig is retiring from the Board pursuant to this age 72 requirement as of the 2022 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 of the nominees meet the Board membership criteria described on page 13 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.

  153. Board Diversity of Continuing Directors

    Board Diversity of Continuing Directors

  154. Continuing Directors’ Core Competencies

    Continuing Directors’ Core Competencies The table below shows the Directors’ Core Competencies as a full Board. These competencies are aligned with our business strategy.

  155. Continuing Directors’ Core Competencies

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 51 |

  156. Continuing Directors’ Core Competencies

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

  157. Director Nominees for Terms Ending in 2025

    Director Nominees for Terms Ending in 2025

  158. Director Nominees for Terms Ending in 2025

    | Age: 67 Director Since: 2012 Committees: • Executive Committee • Nominating Committee | JOSHUA B. BOLTEN PRESIDENT AND CHIEF EXECUTIVE OFFICER, BUSINESS ROUNDTABLE, PRO-BUSINESS PUBLIC POLICY ADVOCACY GROUP Key Experiences: • Corporate Governance Experience • Operational Leadership • Global Business Experience Qualifications: 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 President and Chief Executive Officer of the Business Roundtable and a member of the Boards of the U.S. Holocaust Memorial Museum, the ONE Campaign and Princeton University. Current Advisory Board Memberships: • International Advisory Board of BP plc • PIMCO Global Advisory Board |

  159. Director Nominees for Terms Ending in 2025

    | Age: 72 Director Since: 2020 Committees: • Compensation Committee • Finance Committee | WILLIAM H. EASTER III FORMER CHAIRMAN AND PRESIDENT AND CHIEF EXECUTIVE OFFICER, DCP MIDSTREAM LLC, A LARGE MIDSTREAM PETROLEUM SERVICE COMPANY Key Experiences: • CEO Experience • Operational Leadership • Global Business Experience Qualifications: Mr. Easter’s qualifications to serve on the Board also include his extensive leadership, operational, and government affairs experience gained from his past service as Chairman, President and CEO of DCP Midstream LLC and his more than 30 years in senior roles with ConocoPhillips; his current service as a director and member of the Audit and Corporate Practices Committee of Grupo Aeromexico, S.A.B.; his current service as a director and Chair of the Compensation Committee and member of the Nominating & Governance Committee of Concho Resources Inc.; and his current service as a director and Chair of the Audit Committee and member of the Governance and Safety & Security Committees of Delta Airlines Inc. He also serves Chairman of the Board of the Memorial Hermann Hospital System in Houston. Current Public Company Directorships: • Delta Airlines Inc. • Grupo Aeroméxico, S.A.B. de C.V. Prior Public Company Directorships (year service ended): • Baker Hughes, Inc. (2017) • Concho Resources Inc. (2008-2021) |

  160. Director Nominees for Terms Ending in 2025

    | Each biography identifies three key experiences that the Director brings to the Board. |

  161. Director Nominees for Terms Ending in 2025

    | 52 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  162. Director Nominees for Terms Ending in 2025

    | Age: 52 Director Since: 2021 Committees: • Executive Committee | S. L. KARSANBHAI CEO AND PRESIDENT, EMERSON Key Experiences: • CEO Experience • Global Business Experience • Business Development Expertise Qualifications: 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. |

  163. Director Nominees for Terms Ending in 2025

    | Age: 56 Director Since: 2018 Committees: • Audit Committee • Executive Committee • Finance Committee | LORI M. LEE CHIEF EXECUTIVE OFFICER, AT&T LATIN AMERICA GLOBAL MARKETING OFFICER, AT&T, INC., A GLOBAL TECHNOLOGY, MEDIA AND TELECOMMUNICATIONS COMPANY Key Experiences: • Financial Expertise • Technology and Innovation Expertise • Global Business Experience Qualifications: 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. |

  164. Director Nominees for Terms Ending in 2025

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 53 |

  165. Continuing Directors

    Continuing Directors The following Directors are not standing for election at the 2022 Annual Meeting of Shareholders.

  166. Directors with Terms Ending in 2023

    Directors with Terms Ending in 2023

  167. Directors with Terms Ending in 2023

    | Age: 61 Director Since: 2019 Committees: • Compensation Committee • Nominating Committee | MARTIN S. CRAIGHEAD FORMER CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, BAKER HUGHES, INC., AN INDUSTRIAL SERVICE COMPANY Key Experiences: • CEO Experience • Global Business Experience • Business Development Expertise Qualifications: 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. Current Public Company Directorships: • Ecovyst Inc. • Texas Instruments |

  168. Directors with Terms Ending in 2023

    | Age: 62 Director Since: 2017 Committees: • Compensation Committee • Executive Committee • Finance Committee | GLORIA A. FLACH RETIRED CORPORATE VICE PRESIDENT AND CHIEF OPERATING OFFICER, NORTHROP GRUMMAN CORPORATION, A GLOBAL SECURITY COMPANY Key Experiences: • Operational Leadership • Global Business Experience • Technology and Innovation Expertise Qualifications: 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; 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. |

  169. Directors with Terms Ending in 2023

    | 54 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  170. Directors with Terms Ending in 2023

    | Age: 56 Director Since: 2012 Committees: • Audit Committee • Finance Committee | MATTHEW S. LEVATICH RETIRED PRESIDENT AND CHIEF EXECUTIVE OFFICER, HARLEY-DAVIDSON, INC., A MANUFACTURER OF MOTORCYCLES AND RELATED PRODUCTS Key Experiences: • CEO Experience • Operational Leadership • Global Business Experience Qualifications: 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 Committee for the Robert R. McCormick School of Engineering and Applied Sciences at Northwestern University. Prior Public Company Directorships (year service ended): • Harley-Davidson, Inc. (2020) |

  171. Directors with Terms Ending in 2024

    Directors with Terms Ending in 2024

  172. Directors with Terms Ending in 2024

    | Age: 59 Director Since: 2019 Committees: • Audit Committee • Compensation Committee | MARK A. BLINN FORMER CHIEF EXECUTIVE OFFICER AND PRESIDENT, FLOWSERVE CORP., A SUPPLIER OF INDUSTRIAL MACHINERY Key Experiences: • CEO Experience • Financial Expertise • Business Development Expertise Qualifications: 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. He also serves on the executive board for Southern Methodist University’s Cox School of Business. Current Public Company Directorships: • Globe Life Inc. • Leggett & Platt Incorporated • Texas Instruments Incorporated |

  173. Directors with Terms Ending in 2024

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 55 |

  174. Directors with Terms Ending in 2024

    | Age: 75 Director Since: 2000 Committees: • Executive Committee • Finance Committee | ARTHUR F. GOLDEN SENIOR COUNSEL, DAVIS POLK & WARDWELL, A LAW FIRM Key Experiences: • Business Development Expertise • Global Business Experience • Corporate Governance Experience Qualifications: Mr. Golden’s qualifications to serve on the Board include his leadership, international and industry experience as Senior Partner and Global Co-Chair of Mergers and Acquisitions at Davis Polk; leading Davis Polk teams in private and governmental litigation; representing large multinational companies in corporate governance matters and acquisition-related transactions; counseling multinational companies on antitrust matters; his prior service as a member of his firm’s Management Committee; and his current service as Chairman of the Board of Trustees of Rensselaer Polytechnic Institute. Mr. Golden moved to Senior Counsel at his law firm in January 2020. |

  175. Directors with Terms Ending in 2024

    | Age: 74 Director Since: 2014 Committees: • Audit Committee • Nominating Committee | CANDACE KENDLE RETIRED CHAIR AND CHIEF EXECUTIVE OFFICER, KENDLE INTERNATIONAL INC., A GLOBAL CLINICAL RESEARCH ORGANIZATION Key Experiences: • CEO Experience • Technology and Innovation Expertise • Corporate Governance Experience Qualifications: Dr. Kendle’s qualifications to serve on the Board include her leadership, international and healthcare experience, gained from her prior service as co-founder, Chair and Chief Executive Officer of Kendle International Inc.; her experience as a founder of ReadAloud.org, a non-profit organization aimed at improving childhood literacy; her prior service as a director and member of the Audit Committee of United Parcel Service, Inc.; her prior service as a director and as a member of the Audit and Corporate Governance Committees of H. J. Heinz; and her prior service on the faculties of a number of leading universities, including the University of Cincinnati College of Pharmacy, the University of Pennsylvania School of Medicine, and the University of North Carolina School of Medicine and School of Pharmacy. Prior Public Company Directorships (year service ended): • United Parcel Service, Inc. (2019) • H. J. Heinz (2013) |

  176. Directors with Terms Ending in 2024

    | 56 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  177. Directors with Terms Ending in 2024

    | Age: 66 Director Since: 2013 Committees: • Audit Committee • Executive Committee • Nominating Committee | JAMES S. TURLEY BOARD CHAIR, EMERSON RETIRED CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, ERNST & YOUNG, A PROFESSIONAL SERVICES ORGANIZATION Key Experiences: • Financial Expertise • CEO Experience • Corporate Governance Experience Qualifications: 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. (formerly Intrexon Corporation); and his service on the boards of the Kohler Company and the St. Louis Trust Company. He also serves on the board of directors and as an officer of the Boy Scouts of America, and on the boards of directors of the St. Louis MUNY, Theatre Forward and Forest Park Forever. Current Public Company Directorships: • Citigroup, Inc. • Northrop Grumman Corporation • Precigen, Inc. |

  178. Directors with Terms Ending in 2024

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 57 |

  179. Directors with Terms Ending in 2024

    Proxy Item No. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM In accordance with its Charter, the Audit Committee has selected KPMG LLP, independent registered public accounting firm, to audit the Company’s consolidated financial statements for fiscal 2022. KPMG LLP served as the Company’s independent registered public accounting firm for fiscal 2021 and has been retained continuously as the Company’s external auditor since 1938. The members of the Audit Committee (i) having received KPMG LLP’s written independence report and having discussed same with KMPG LLP; and (ii) having assessed KPMG LLP’s past service and qualifications believe that the continued retention of KPMG LLP is in the best interests of the Company and its shareholders. The Audit Committee is asking the shareholders to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022. The Audit Committee is not required to take any action as a result of the outcome of this ratification vote. In the event shareholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Committee determines that such a change would be in the Company’s and the shareholders’ best interests. The Audit Committee has approved in advance all services provided by KPMG LLP. A member of KPMG LLP is expected to be present at the meeting with the opportunity to make a statement and respond to appropriate questions from shareholders.

  180. Directors with Terms Ending in 2024

    | OUR BOARD AND AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |

  181. Directors with Terms Ending in 2024

    | 58 | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |

  182. Directors with Terms Ending in 2024

    Proxy Item No. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION At each of the last eleven Annual Meetings of Shareholders, over 90% of shares voted were in support of the Company’s executive compensation program. Pursuant to Section 14A of the Exchange Act and SEC rules, our Board of Directors is again submitting for a non-binding shareholder vote our executive compensation as described in this proxy statement (commonly referred to as “say-on-pay”). We plan to hold this vote annually. Emerson is a performance-driven, financially focused company with a long track record of strong performance in good economic times, and stable profitability and returns to shareholders even when economic conditions are unfavorable. Our pay for performance executive compensation program is an integral part of our consistent and rigorous management process. We believe it has effectively motivated and rewarded Emerson executives to meet the challenges of recessions, inflationary periods, technological changes and intense global competition, and it continues to do so today. We encourage shareholders to review the Compensation Discussion and Analysis on pages 19 to 36. The Company’s executive compensation program supports Emerson’s rigorously-applied management, organizational review and compensation planning processes, which have been implemented over the years by successive teams of talented and committed executives. The foundational elements of our program include paying for performance, maximizing shareholder value without excessive risk, aligning executive and shareholder interests, providing competitive pay to attract and retain executives and rewarding results while recognizing individual contributions. We believe the program strikes the appropriate balance between responsible, measured pay practices and incentivizing our executives to dedicate themselves fully to value creation for our shareholders, as evidenced by Emerson’s pay practices:

  183. Directors with Terms Ending in 2024

    | • | Pay for Performance. NEO compensation is tied to Company performance. |

  184. Directors with Terms Ending in 2024

    | • | We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance. |

  185. Directors with Terms Ending in 2024

    | • | Long-Term Performance. Our primary incentive compensation – performance shares – is based on the Company’s achievement of established financial objectives over a minimum three-year performance period. |

  186. Directors with Terms Ending in 2024

    | • | Maximize Shareholder Value While Mitigating Risk. Our performance shares program is based on above-market growth targets and rewards growth over the long term, discouraging short-term risk taking. |

  187. Directors with Terms Ending in 2024

    | • | Alignment with Shareholders. We have substantial stock ownership requirements, which our NEOs greatly exceed, and blackout, expanded clawback, pledging and anti-hedging policies. |

  188. Directors with Terms Ending in 2024

    | • | No Tax Gross-Ups. We do not provide tax gross-ups to our NEOs (except with respect to our relocation policy applicable to all employees). |

  189. Directors with Terms Ending in 2024

    | • | No Employment, Severance or Golden Parachute Agreements with any of our NEOs. |

  190. Directors with Terms Ending in 2024

    | • | Non-compete, Non-solicitation and Confidentiality Agreements. We require executives to enter into non-competition, non-solicitation and confidentiality agreements as a condition of all equity awards. |

  191. Directors with Terms Ending in 2024

    | • | Double Trigger Change of Control. We utilize double trigger provisions on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan. |

  192. Directors with Terms Ending in 2024

    We regularly evaluate the individual elements of our compensation program in light of market conditions and governance requirements and make changes as appropriate for Emerson’s business. The Board strongly endorses the Company’s executive compensation program and recommends that the shareholders vote in favor of the following resolution: RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation” and “Compensation Tables”, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement. Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action as a result of the vote. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting on February 1, 2022, we expect that the next say-on-pay vote will occur at our next Annual Meeting to be held on February 7, 2023. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

  193. Directors with Terms Ending in 2024

    | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | 59 |

  194. Directors with Terms Ending in 2024

    Ownership of Emerson Equity Securities

  195. 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 13, 2022, and no later than August 12, 2022, to be considered timely for purposes of the Company’s 2022 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, Investors, Corporate Governance, Bylaws.