DEF 14A of Emerson Electric Co, Dec 9, 2022

DEF 14A of Emerson Electric Co

Filed Dec 9, 2022 · FY20220001193125-22-301782

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 three 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 2026 | | | | | | | | Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 62 Director Since 2019 Committees: CC, NC | Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 63 Director Since 2017 Committees: CC, EC, FC | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 57 Director Since 2012 Committees: AC, FC |

  4. Nominees and Continuing Directors

    | To Continue in Office Until 2024 | | | | | | | | | | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 60 Director Since 2019 Committees: AC, CC | Arthur F. Golden Former Sr. Partner, Davis Polk and Wardwell Age: 76 Director Since 2000 Committees: EC, FC | Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International, Inc. Age: 75 Director Since 2014 Committees: AC, NC | James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 67 Director Since 2013 Committees: AC, EC, NC |

  5. Nominees and Continuing Directors

    | To Continue in Office Until 2025 | | | | | | | | | | Joshua B. Bolten Chief Executive Officer, Business Roundtable Age: 68 Director Since 2012 Committees: EC, NC | William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 73 Director Since 2020 Committees: CC, FC | Surendralal (Lal) L. Karsanbhai President and CEO, Emerson Age: 53 Director Since 2021 Committees: EC | Lori M. Lee CEO AT&T Latin America and Global Marketing Officer, AT&T, Inc. Age: 57 Director Since 2018 Committees: AC, EC, FC |

  6. Nominees and Continuing Directors

    | 2 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  7. Director Compensation

    Director Compensation

  8. 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 2022. Changes were recommended by management and the Committee and made by the Board.

  9. 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 2022, the Director compensation program provided for the following payments:

  10. Director Compensation Program

    | Type | Amount | | Annual Cash Retainer | $140,000 | | Restricted Stock or RSU Retainer | $175,000 | | Board Chair Retainer | $200,000 | | Committee Chair Retainers | Audit and Compensation – $25,000 each Finance and Corporate Governance & Nominating – $20,000 each | | Meeting Fees | No additional fees for the first 24 meetings and then $1,500 for each additional Board or Committee meeting thereafter. |

  11. Director Compensation Program

    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 exceeds 120% of the applicable federal long-term rate. During fiscal 2022, the applicable prime rate ranged from 3.25% to 6.25%, while 120% of the applicable federal long-term rate ranged from 2.07% to 3.95%. A. F. Golden participated in this deferral program during fiscal 2022 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.

  12. Director Compensation Program

    | 14 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  13. Director Compensation Program

    The table below sets forth non-management Director compensation for fiscal 2022.

  14. Director Compensation Table

    Director Compensation Table

  15. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark A. Blinn | 140,000 | 174,936 | — | — | 314,936 | | Clemens A. H. Boersig(6) | 46,667 | — | — | — | 46,667 | | Joshua B. Bolten | 160,000 | 174,936 | — | 10,000 | 344,936 | | Martin S. Craighead | 140,000 | 174,936 | — | — | 314,936 | | William H. Easter III | 140,000 | 174,936 | — | — | 314,936 | | Gloria A. Flach | 165,000 | 174,936 | — | — | 339,936 | | Arthur F. Golden | 160,000 | 174,936 | 36,640 | 10,000 | 381,576 | | Candace Kendle | 140,000 | 174,936 | — | 5,000 | 319,936 | | Lori M. Lee | 162,917 | 174,936 | — | 4,400 | 342,253 | | Matthew S. Levatich | 140,000 | 174,936 | — | 10,000 | 324,936 | | James S. Turley | 344,166 | 174,936 | — | — | 519,102 |

  16. Director Compensation Table

    | Mr. Karsanbhai is the only current management Director. His compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director.(1) |

  17. Director Compensation Table

    | On February 1, 2022, the Directors then in office were awarded 1,905 shares of restricted stock with a total value of $174,936 ($175,000 divided by the grant date fair value of Emerson stock, rounded down to the nearest whole share) representing their fiscal 2022 restricted stock award. Each amount constitutes the aggregate grant date fair value of restricted stock calculated in accordance with FASB ASC Topic 718.(2) |

  18. Director Compensation Table

    | The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2022, is: Mr. Blinn-6,235; Mr. Bolten-24,267; Mr. Craighead-7,340; Mr. Easter-4,425; Ms. Flach-11,834; Mr. Golden-3,692; Dr. Kendle-3,692; Ms. Lee-8,586; Mr. Levatich-23,098; and Mr. Turley-20,931.(3) |

  19. Director Compensation Table

    | Includes above-market earnings for fiscal 2022 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$36,640. Also includes the aggregate change in the actuarial present value of Mr. Golden’s accumulated pension benefit for fiscal 2022 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 $69,000 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) |

  20. Director Compensation Table

    | 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.(5) |

  21. Director Compensation Table

    | Mr. Boersig retired from the Board at the 2022 Annual Meeting.(6) |

  22. Director Compensation Table

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 15 |

  23. Pay for Performance Fundamental Principles

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

  24. Pay for Performance Fundamental Principles

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

  25. Pay for Performance Fundamental Principles

    | 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 2022 Annual Meeting, with a vote of nearly 89% in support. | |

  26. 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 |

  27. 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, operating and ESG goals 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 |

  28. Key Compensation Decisions in Fiscal 2022

    | • | Awarded annual cash bonuses for fiscal 2022 to all NEOs and utilized an ESG performance modifier based on the achievement of ESG targets in support of our publicly disclosed leadership representation and GHG goals |

  29. Key Compensation Decisions in Fiscal 2022

    | • | Recently introduced changes to our annual cash bonus program to incorporate objective targets for fiscal 2023 cash bonuses. These targets are metrics-based both on financial and ESG targets: GHG emissions reductions and diversity targets (women and U.S. minorities in leadership) |

  30. Key Compensation Decisions in Fiscal 2022

    | • | Awarded performance shares to all NEOs, subject to the achievement of financial targets for the three-year performance period ending September 30, 2024 |

  31. Competitive Market Information

    Competitive Market Information

  32. 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 2022 compensation based upon one or more of the following criteria (which are not assigned any specific weight):

  33. How We Determine Our Compensation Comparator Group

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

  34. Fiscal 2022 Compensation Comparator Group Companies

    Fiscal 2022 Compensation Comparator Group Companies For fiscal 2022, Ingersoll Rand and United Technologies were removed and Carrier Global, DuPont, Stanley Black & Decker and Trane were added, resulting in the 24-company compensation comparator group listed below:

  35. Fiscal 2022 Compensation Comparator Group Companies

    | Fiscal 2022 Comparator Group | | | | | | Carrier | DuPont | Honeywell | Parker Hannifin | TE Connectivity | | Caterpillar | Eaton | Illinois Tool Works | PPG | Textron | | Cummins | Fluor | International Paper | Raytheon | Trane Technologies | | Danaher | General Dynamics | Lockheed Martin | Schlumberger | 3M | | Deere | Goodyear Tire | Northrop Grumman | Stanley Black & Decker | |

  36. Emerson vs. Compensation Comparator Group

    Emerson vs. Compensation Comparator Group Source: Capital IQ Results as of 9/30/22

  37. Emerson vs. Compensation Comparator Group

    | 24 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  38. 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 grant date fair value computed in accordance with FASB ASC Topic 718; however, an executive may realize more or less than his or her targeted long-term compensation depending on Company and stock performance over the performance period. Performance Shares. Performance shares awards are the primary long-term compensation element and 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. 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 three 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 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 set

  39. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 29 |

  40. Annual Long-Term Stock Compensation

    specific operating growth targets and have removed the G7 GDP +3% growth benchmark. The new operating growth targets are based on our three year operating plan and are intended to be difficult but attainable and incentivize the achievement of that plan. The operating growth targets were set using defined growth rates of Adjusted EPS (weighted 60%) and cumulative free cash flow (weighted 40%). We also defined categories of acceptable adjustments removing any negative discretion. We retained the rTSR benchmark.

  41. Fiscal 2022 – 2024 Performance Metrics

    Fiscal 2022 – 2024 Performance Metrics

  42. 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 2022, 100% of our NEOs annual long-term incentive awards were performance-based awards.

  43. 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. Historically, the Committee utilized earnings per share and cumulative free cash flow (operating cash flow less capital expenditures) as the metrics most appropriate to drive growth. However, beginning with the fiscal 2022 – 2024 Performance Shares Program, the Committee determined to utilize adjusted EPS instead of EPS to align with the use of adjusted EPS for the supplemental reporting of results to our shareholders, and cumulative FCF. The Company uses adjusted EPS to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

  44. Why these performance metrics?

    | Adjusted Earnings per share (EPS) EPS provides a holistic measure of the Company’s ability to create value for our shareholders. It emphasizes our operational performance measured through earnings growth, demonstrates the effectiveness of our capital allocation strategy through share repurchases and reflects tax efficient strategies. Adjusted EPS excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction, and AspenTech pre-closing costs, and certain gains, losses or impairments. Adjusted EPS aligns with the supplementation reporting of results to our shareholders. | Free cash flow (FCF) Cash generation is a true indicator of our earnings, asset management and investment performance. Operating earnings are the largest contributor to free cash flow and are the result of leverage on incremental sales, specific cost reduction and productivity initiatives, and price increases to offset inflation. Improvements in inventory management, days sales outstanding and days payable contribute to working capital reductions which also contribute to free cash flow. Investments in organic growth and acquisitions add to free cash flow. The return on these investments generate returns for our shareholders. |

  45. Growth Targets

    Growth Targets For the fiscal 2022 – 2024 Performance Shares Program and the fiscal 2023 – 2025 Performance Shares Program, the Committee determined that the G7 GDP benchmark (as used in prior years) 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. The operating growth targets for the fiscal 2022 – 2024 Performance Shares Program are based on three year operating plan targets, weighted at 60% Adjusted EPS and 40% Cumulative FCF.

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

    How do we calculate results against our performance metrics? At the end of the fiscal 2022 – 2024 Performance Period, the Committee will review our financial results against the performance targets set at the beginning of the performance period. Subject to the predefined categories of acceptable adjustments, the Committee will consider whether there are any adjustments that should be made to account for unusual, non-recurring or extraordinary items. The Committee will then certify the level of achievement against the targets for payout of the awards.

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

    | Determination of Adjusted EPS Performance Fiscal adjusted 2024 EPS will be calculated as a percentage of the adjusted EPS target. The adjusted EPS target is determined by the operating plan presented to the Board. | Free cash flow Cumulative free cash flow from fiscal 2022 – 2024 is calculated as a percentage of the free cash flow target. The free cash flow target is determined by the operating plan presented to the Board. | | 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. | |

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

    Fiscal 2022 – 2024 Performance Shares Program Awards. In fiscal 2022, 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:

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

    | NEO Name | FY 2022 – 2024 Performance Shares Awarded ($ Value)(1) | FY 2022 – 2024 Performance Shares Awarded (# Shares) | | S. L. Karsanbhai | $11,060,131 | 109,680 | | F. J. Dellaquila | $3,370,678 | 33,426 | | R. R. Krishnan | $3,423,316 | 33,948 | | M. J. Bulanda(2) | $2,791,352 | 27,681 | | S. Y. Bosco | $2,475,319 | 24,547 |

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

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

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

    | Mr. Bulanda is retiring from the Company effective December 31, 2022. For a description of the effect of his departure on his equity awards, see “Description of M. J. Bulanda Letter Agreement” on page 44.(2) |

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

    For fiscal 2022, performance shares represented 74% of our CEO’s annual total compensation and an average of 64% for our other NEOs. Fiscal 2020 – 2022 Performance Shares Program. The performance period for the fiscal 2020 – 2022 Performance Shares Program ended on September 30, 2022. The targets and weightings were calculated as described above. The Committee determined that the target earnings per share was $4.22 and target cumulative free cash flow was $8.076 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 a gain on a subordinated interest, acquisition and divestiture activity, write-offs associated with the Company’s announced Russia exit, as well as other tax items.

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

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 31 |

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

    The Committee determined that the fiscal 2022 EPS, after an aggregate downward adjustment of $0.79 (from $5.41), was $4.62, and cumulative free cash flow over the performance period, after an upward adjustment of $218 million (from $7.930 billion), was $8.148 billion. The performance results after the impact from the adjustments resulted in a payout percentage of 106% of the previously awarded shares under the formula. The payouts are reflected in the Option Exercises and Stock Vested table on page 39.

  55. 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 NEO’s 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 in fiscal 2021. Each of Messrs. Krishnan and Bulanda also received awards of restricted stock in connection with their appointments and for retention in fiscal 2021. No awards of restricted stock were made in fiscal 2022. 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.

  56. Policies Supporting Our Fundamental Principles

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

  57. Severance, Executive Termination and Retirement

    Severance, Executive Termination and Retirement Emerson does not have employment agreements, severance agreements or golden parachute agreements with the NEOs. The terms of all executive terminations and retirements are reviewed by the Committee individually based on specific facts and circumstances and not on formulaic rules. We follow these general principles:

  58. Severance, Executive Termination and Retirement

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

  59. 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. |

  60. 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. |

  61. 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. |

  62. 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. M. J. Bulanda, Executive President Automation Solutions, is retiring from the Company effective December 31, 2022. We entered into a letter agreement with Mr. Bulanda which, among other things, reaffirmed and extended his restrictive covenants. See “Description of M. J. Bulanda Letter Agreement” on page 44 for a description of his retirement arrangements.

  63. Change of Control

    Change of Control If a change of control occurs, we protect all employees who participate in long-term stock plans, the Savings Investment Restoration Plans and the Pension Restoration Plan as described under “Potential Payments Upon Termination or Change of Control” on page 41. 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.

  64. Change of Control

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 33 |

  65. 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.

  66. Equity Compensation Grant Practices

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 35 |

  67. Summary Compensation Table

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

  68. 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 President and Chief Executive Officer(5) | 2022 | 1,260,000 | 2,600,000 | 11,060,131 | — | — | 257,975 | 15,178,106 | | | 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 | | F. J. Dellaquila Senior Executive Vice President and Chief Financial Officer | 2022 | 800,000 | 1,365,000 | 3,370,678 | — | — | 123,310 | 5,658,988 | | | 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 | | R. R. Krishnan Executive President and Chief Operating Officer(6) | 2022 | 750,000 | 1,050,000 | 3,423,316 | — | — | 73,223 | 5,296,539 | | | 2021 | 624,904 | 600,000 | 4,272,020 | — | 50,000 | 57,111 | 5,604,035 | | M. J. Bulanda Executive President Automation Solutions(7) | 2022 | 680,000 | 708,750 | 2,791,352 | — | — | 92,571 | 4,272,673 | | | 2021 | 608,698 | 640,000 | 3,562,057 | — | 70,000 | 73,274 | 4,954,029 | | S. Y. Bosco Senior Vice President, Secretary and General Counsel | 2022 | 775,000 | 656,250 | 2,475,319 | — | 1,977,000 | 66,190 | 5,949,759 |

  69. Summary Compensation Table

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

  70. Summary Compensation Table

    | The amounts relate to performance shares and restricted stock awards. See the Grants of Plan-Based Awards table on page 37 for information on awards granted in fiscal 2022. 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 2022, the grant date fair values were: Mr. Karsanbhai-$11,060,131, Mr. Dellaquila-$3,370,678, Mr. Krishnan-$3,423,316, Mr. Bulanda-$2,791,352, and Ms. Bosco-$2,475,319. For performance shares awards granted in 2021, the grant date fair values were: Mr. Karsanbhai-$7,982,759, Mr. Dellaquila-$3,029,934, Mr. Krishnan-$2,887,570, and Mr. Bulanda-$2,524,957. For performance shares awards granted in 2020, the grant date fair values were: Mr. Karsanbhai-$2,500,000 and Mr. Dellaquila-$2,999,956. If the maximum payout is earned, the number of performance shares paid out would be 145% for the 2022 and 2021 performance share awards and 125% for the 2020 performance share awards, which would have amounted to the following grant date fair values for the awards shown: for 2022, Mr. Karsanbhai-$16,037,190, Mr. Dellaquila-$4,887,483, Mr. Krishnan-$4,963,808, Mr, Bulanda-$4,047,460, and Ms. Bosco-$3,589,213; for 2021, Mr. Karsanbhai-$11,575,001, Mr. Dellaquila-$4,393,404, Mr. Krishnan-$4,186,977 and Mr. Bulanda-$3,661,188; for 2020, Mr. Karsanbhai-$3,125,000 and Mr. Dellaquila-$3,749,945. See Note 15 to the Company’s fiscal 2022 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) |

  71. 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 values as follows in fiscal 2022: Mr. Karsanbhai-($289,000), Mr. Dellaquila-($2,530,000), Mr. Krishnan-($293,000), Mr. Bulanda ($481,000). For fiscal 2022, the increase for Ms. Bosco reflects her initial participation in the Pension Restoration Plan. For fiscal 2020, 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) |

  72. Summary Compensation Table

    | 36 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  73. Summary Compensation Table

    | Includes the following amounts for 2022:(4) |

  74. Summary Compensation Table

    | Name | Perquisites(a) | Savings Plan(b) | Life Insurance(c) | Total(d) | | S. L. Karsanbhai | 64,675 | 193,300 | — | 257,975 | | F. J. Dellaquila | 43,667 | 49,960 | 29,683 | 123,310 | | R. R. Krishnan | 39,525 | 33,698 | — | 73,223 | | M. J. Bulanda | 48,295 | 32,969 | 11,307 | 92,571 | | S. Y. Bosco | 31,841 | 34,349 | | 66,190 |

  75. Summary Compensation Table

    | The perquisites provided are tax and financial planning, leased Company car, club fees (through December 31, 2021), annual physical, tickets for sporting or other events, and costs related to personal security provided to each of the NEOs under the Company’s security program. The Company’s Board of Directors and its security program require that the Chief Executive Officer use Company aircraft for all business and recommends use for personal air travel. The Company’s CEO reimburses the Company for personal air travel at 400% of the Standard Industry Fare Level Rate. The Company also provides limited personal use of Company aircraft outside of the security program to the other NEOs, who also provide such reimbursement. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less reimbursements. For 2022, the incremental amount of personal use of Company aircraft for the Company’s CEO was: Mr. Karsanbhai-$28,047, which amounts were included in the perquisites amounts above.(a) |

  76. Summary Compensation Table

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

  77. Summary Compensation Table

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

  78. Summary Compensation Table

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

  79. 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) |

  80. Summary Compensation Table

    | Mr. Krishnan became Executive Vice President and Chief Operating Officer in February 2021. Mr. Krishnan was formerly President, Final Control.(6) |

  81. Summary Compensation Table

    | Mr. Bulanda became Executive President, Automation Solutions in February 2021. Mr. Bulanda was formerly Senior Vice President. Mr. Bulanda is retiring form the Company effective December 31, 2022. Please see “Description of M.J. Bulanda Letter Agreement” on page 44 for a description of his retirement arrangements.(7) |

  82. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about equity awards granted to the NEOs in fiscal 2022

  83. 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold (#) | Target (#)(1) | Maximum (#)(1) | | | | | | S. L. Karsanbhai | 11/1/2021 | N/A | 109,680 | 159,036 | | | | 11,060,131 | | F. J. Dellaquila | 11/1/2021 | N/A | 33,426 | 48,468 | | | | 3,370,678 | | R. R. Krishnan | 11/1/2021 | N/A | 33,948 | 49,225 | | | | 3,423,316 | | M. J. Bulanda(3) | 11/1/2021 | N/A | 27,681 | 40,137 | | | | 2,791,352 | | S. Y. Bosco | 11/1/2021 | N/A | 24,547 | 35,593 | | | | 2,475,319 |

  84. Grants of Plan-Based Awards

    | Includes performance shares awards granted in November 2021 under the fiscal 2022–2024 Performance Shares Program (under our 2015 Incentive Shares Plan). See “Annual Long-Term Stock Compensation” on page 29 for additional detail regarding the program, performance shares and how shares are earned.(1) |

  85. Grants of Plan-Based Awards

    | Includes the grant date fair value of awards of performance share computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance shares awards in the Company’s financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period. See Note 15 to the Company’s fiscal 2022 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.(2) |

  86. Grants of Plan-Based Awards

    | Mr. Bulanda is retiring from the Company on December 31, 2022. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Bulanda may receive his earned payout of his awards under the Fiscal 2022-2024 Performance Shares Program, subject to the Company’s achievement of the applicable performance objectives, to be paid at the times provide for under the programs. See “Description of M. J. Bulanda Letter Agreement” on page 44 for a description of Mr. Bulanda’s retirement arrangements.(3) |

  87. Grants of Plan-Based Awards

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 37 |

  88. 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 2022, including unexercised stock options, unvested restricted stock and performance shares with performance conditions that had not yet been satisfied.

  89. 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) | 5,491,500 | | | | | 8/5/14 | 4,000 | | 62.84 | 8/5/24 | 11/3/20 | | | 36,346(4) | 2,661,254 | | | 2/1/16 | 15,000 | | 45.50 | 2/1/26 | 2/1/21 | | | 67,900(4) | 4,971,638 | | | | | | | | 11/1/21 | | | 109,680(5) | 8,030,770 | | F. J. Dellaquila | 10/1/13 | 100,000 | | 65.07 | 10/1/23 | (2) | 10,000(2) | 732,200 | | | | | | | | | | 11/3/20 | | | 43,615(4) | 3,193,490 | | | | | | | | 11/1/21 | | | 33,426(5) | 2,447,452 | | R. R. Krishnan | | | | | | (2) | 22,000(2) | 1,610,840 | | | | | | | | | | 11/3/20 | | | 15,114(4) | 1,106,647 | | | | | | | | 4/6/21 | | | 20,000(4) | 1,464,400 | | | | | | | | 11/1/21 | | | 33,948(5) | 2,485,673 | | | | | | | | 7/20/20 | 1,000(6) | 73,220 | | | | M. J. Bulanda(7) | 10/1/13 | 40,000 | | 65.07 | 10/1/23 | (2) | 22,000(2) | 1,610,840 | | | | | | | | | | 11/3/20 | | | 36,346(4) | 2,661,254 | | | | | | | | 11/1/21 | | | 27,681(5) | 2,026,803 | | S. Y. Bosco | 10/1/13 | 12,000 | | 65.07 | 10/1/23 | 11/3/20 | | | 31,985 (4) | 2,341,942 | | | | | | | | 11/1/21 | | | 24,547(5) | 1,797,331 |

  90. 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) |

  91. Outstanding Equity Awards at Fiscal Year-End

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

  92. 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 | 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 | | | 12,000 | 5 | 2/8/2021 | 2/8/2026 |

  93. Outstanding Equity Awards at Fiscal Year-End

    | Based on the closing share price of $73.22 on September 30, 2022.(3) |

  94. 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.(4) |

  95. Outstanding Equity Awards at Fiscal Year-End

    | Consists of performance shares awards granted in fiscal 2022 under the fiscal 2022 – 2024 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2024. 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) |

  96. Outstanding Equity Awards at Fiscal Year-End

    | 38 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  97. Outstanding Equity Awards at Fiscal Year-End

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

  98. Outstanding Equity Awards at Fiscal Year-End

    | Mr. Bulanda is retiring from the Company on December 31, 2022. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Bulanda (i) will continue to be able exercise his vested stock options until their expiration, and (ii) will continue to vest in his 10,000 restricted stock awards vesting October 1, 2023 (the 12,000 share restricted stock award from February 2021 will be canceled in accordance with its terms). He received his earned payout of the Fiscal 2020–2022 Performance Shares Program in November 2022, and he may receive his full earned payout of his awards under the Fiscal 2021-2023 Performance Shares Program and the Fiscal 2022-2024 Performance Shares Program, 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 M. J. Bulanda Letter Agreement” on page 44 for a description of Mr. Bulanda’s compensation arrangements.(7) |

  99. 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 2022 for stock option exercises, performance shares awards earned and vested restricted stock.

  100. 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 | | | 36,319(2) | 3,170,629 | | F. J. Dellaquila | | | 43,582(2) | 3,804,700 | | | | | 10,000(3) | 946,000 | | | | | 20,000(3) | 1,956,700 | | R. R. Krishnan | | | 16,960(2) | 1,480,608 | | M. J. Bulanda | 10,000 | 531,400 | 36,319(2) | 3,170,629 | | | | | 5,000(3) | 489,175 | | S. Y. Bosco | | | 31,960(2) | 2,790,113 |

  101. 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) |

  102. Option Exercises and Stock Vested

    | Reflects the earnings of performance shares granted under the fiscal 2020 – 2022 Performance Shares Program. The performance shares were subject to performance goals for the period ending September 30, 2022, and the percentage earned was 106%. Awards were paid out on October 31, 2022. See “Annual Long-Term Stock Compensation” on page 29 for additional information regarding the program.(2) |

  103. Option Exercises and Stock Vested

    | Represents the vesting of 30,000 shares for Mr. Dellaquila with vesting terms of eight years (10,000 shares) and five years (20,000 shares). Also represents the vesting of 5,000 shares for Mr. Bulanda with a vesting term of five years.(3) |

  104. Option Exercises and Stock Vested

    | Values realized for performance shares earned are based on the average of the high and low share prices ($87.30) on October 31, 2022, the date the Compensation Committee determined that the performance targets for the performance period ended September 30, 2022 had been met. Values for restricted stock are based on the average of the high and low share price on the date of vesting, $94.60 on October 1, 2021 (10,000 shares) and $97.835 on November 1, 2021 (25,000 shares), respectively.(4) |

  105. Pension Benefits

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

  106. Emerson Retirement Plan

    Emerson Retirement Plan The Emerson Electric Co. Retirement Plan is a tax-qualified retirement program that covered approximately 31,000 participants on September 30, 2022, 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 ($305,000 for calendar year 2022). 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, Mr. Karsanbhai is 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

  107. Emerson Retirement Plan

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 39 |

  108. Emerson Retirement Plan

    are eligible to retire early under the plan. As of September 30, 2022, Messrs. Dellaquila and Bulanda and Ms. Bosco are eligible for early retirement. If an employee retires before age 65, the accrued benefit is reduced for the number of years prior to age 65 that the benefit commences (4% for each of the first five years that retirement precedes age 65, and 5% for each additional year). Employees vest in their accrued benefit after five years of service. The plan provides for spousal joint and survivor annuity options. No employee contributions are required. Benefits under the plan are subject to the limitations under IRC Section 415, which in fiscal 2022 was $245,000 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.

  109. 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 | | 457,000 | — | | F. J. Dellaquila | Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan | 31 31 | $ $ | 1,359,000 8,616,000 | — — | | R. R. Krishnan | Emerson Electric Co. Retirement Plan | 26 | | 451,000 | — | | M. J. Bulanda | Emerson Electric Co. Retirement Plan | 37 | | 924,000 | — | | S. Y. Bosco | Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan | 18 18 | $ $ | 793,000 2,157,000 | — — |

  110. 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) |

  111. Emerson Pension Restoration Plan

    | The accumulated benefit is based on service and earnings under the plans through September 30, 2022. The present value has been calculated assuming the accumulated benefit as of September 30, 2022, 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 2022 financial statements in the Company’s Annual Report on Form 10-K. Specifically, the interest rate assumption is 5.64% for the Emerson Retirement Plan and 5.62% 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-2021.(2) |

  112. Emerson Pension Restoration Plan

    | Mr. Karsanbhai is no longer accruing pension benefit service under the Retirement Plan.(3) |

  113. 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. 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

  114. Nonqualified Deferred Compensation

    | 40 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  115. Nonqualified Deferred Compensation

    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.

  116. 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 | 166,300 | 175,550 | (146,396) | — | 670,332 | | F. J. Dellaquila | 101,588 | 41,260 | (784,420) | — | 5,027,792 | | R. R. Krishnan | 137,917 | 24,998 | (45,846) | — | 159,716 | | M. J. Bulanda | 215,533 | 25,269 | (215,150) | — | 1,144,335 | | S. Y. Bosco | 281,250 | 28,536 | (517,149) | — | 2,435,314 |

  117. 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) |

  118. Nonqualified Deferred Compensation

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

  119. 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 2021 and 2020, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Karsanbhai-$169,491 ($89,593), $119,153 ($59,674); Mr. Dellaquila-$127,063 ($36,701), $161,191 ($38,842). The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2021 (with the Company portion of the aggregate amount in parentheses): Mr. Krishnan-$39,884 ($7,801) and Mr. Bulanda-$193,840 ($21,695). 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) |

  120. 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 44, the terms and conditions of Mr. Bulanda’s retirement are set forth in a letter agreement. Please see “Description of M. J. Bulanda Letter Agreement” on page 44. 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.

  121. Potential Payments Upon Termination or Change of Control

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 41 |

  122. Payments Made Upon Retirement

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

  123. 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; |

  124. 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; |

  125. 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; |

  126. 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; |

  127. 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 |

  128. 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. |

  129. 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) | 22,712,309(7) | | Restricted Stock | —(8) | 1,610,840(9) | 1,610,840(9) | —(8) | —(8) | 5,491,500(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) | 8,179,366(7) | | Restricted Stock | —(8) | 585,760(9) | 585,760(9) | —(8) | —(8) | 732,200(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) | 7,332,243(7) | | Restricted Stock | —(8) | 912,809(9) | 912,809(9) | —(8) | —(8) | 1,684,060(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance 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) | 6,797,683(7) | | Restricted Stock | —(8) | 1,010,436(9) | 1,010,436(9) | —(8) | —(8) | 1,610,840(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(12) | — | — | — | — | | S. Y. Bosco | | | | | | | | 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) | 6,001,946(7) | | Restricted Stock | —(8) | —(9) | —(9) | —(8) | —(8) | —(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — |

  130. Quantification of Payments and Benefits

    | Assumes the Committee does not allow any payout for the performance shares awards granted in 2021 or 2022. See Outstanding Equity Awards at Fiscal Year-End table on page 38.(6) |

  131. Quantification of Payments and Benefits

    | See “Pension Benefits” on page 39 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) |

  132. 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 2022, 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, 2022, we collected wages for 83,745 employees. Applying the 5% de Minimis exemption, we excluded 4,185 employees from 11 countries (4.99% of the global workforce), under the 5% de Minimis rule, resulting in a remainder of 79,560 employees. Excluded countries and employee counts were as follows: Algeria (22), Angola (6), Chile (102), Costa Rica (1,030), Czech Republic (624), Hungary (1,359), Indonesia (32), Serbia Montenegro (4), Slovakia (926), Tunisia (11) and Ukraine (69). Applying a valid statistical sampling methodology to the remaining 79,560 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 2022 Summary Compensation Table total compensation and value of nondiscriminatory benefits for our CEO and median employee were $15,194,411, and $58,101, respectively, which includes $16,305 and $22,475 in company-paid benefits, respectively. The Company provided benefits are not included in the compensation of our CEO in the Summary Compensation Table on page 36. 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 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.

  133. Pay Ratio Disclosure

    | 46 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  134. Pay Ratio Disclosure

    Proxy Item No. 1: ELECTION OF DIRECTORS

  135. Nominees and Continuing Directors

    Nominees and Continuing Directors The Board of Directors currently has eleven Directors and is divided into three classes, with the terms of office of each class ending in successive years. The Board of Directors has nominated three 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. Information with respect to the nominees for election, as well as the other Directors whose terms will continue after the Annual Meeting, is set forth below. All the nominees meet the Board membership criteria described on page 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.

  136. Nominees and Continuing Directors’ Skills and Experience Matrix

    Nominees and Continuing Directors’ Skills and Experience Matrix

  137. Nominees and Continuing Directors’ Skills and Experience Matrix

    | Skills and Experience (1) (2) | | | | | | | | | | | | | | Global Business | | | | | | | | | | | | | | Technology and Innovation | | | | | | | | | | | | | | Large Company CEO or COO | | | | | | | | | | | | | | Financial Leadership or Expertise | | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | | Operational Leadership | | | | | | | | | | | | | | Industry, End-Markets and Growth Areas | | | | | | | | | | | | | | Business Development | | | | | | | | | | | | |

  138. Nominees and Continuing Directors’ Skills and Experience Matrix

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

  139. Nominees and Continuing Directors’ Skills and Experience Matrix

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 47 |

  140. Nominees and Continuing Directors’ Skills and Experience Matrix

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

  141. Director Nominees for Terms Ending in 2026

    Director Nominees for Terms Ending in 2026

  142. Director Nominees for Terms Ending in 2026

    | Martin S. Craighead Former Chairman of The Board and Chief Executive Officer, Baker Hughes, Inc., An Industrial Service Company | Key Skills and Experience • 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. |

  143. Director Nominees for Terms Ending in 2026

    | Age 62 | Director Since 2019 | Committees of Our Board Compensation Committee Nominating Committee | Current Public Company Directorships Texas Instruments |

  144. Director Nominees for Terms Ending in 2026

    | Gloria A. Flach Retired Corporate Vice President and Chief Operating Officer, Northrop Grumman Corporation, A Global Security Company | Key Skills and Experience • 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. |

  145. Director Nominees for Terms Ending in 2026

    | Age 63 | Director Since 2017 | Committees of Our Board Compensation Committee Executive Committee Finance Committee |

  146. Director Nominees for Terms Ending in 2026

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  147. Director Nominees for Terms Ending in 2026

    | 48 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  148. Director Nominees for Terms Ending in 2026

    | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc., A Manufacturer of Motorcycles and Related Products | Key Skills and Experience • 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. |

  149. Director Nominees for Terms Ending in 2026

    | Age 57 | Director Since 2012 | Committees of Our Board Audit Committee Finance Committee | Prior Public Company Directorships (year service ended) Harley-Davidson, Inc. (2020) |

  150. Continuing Directors

    Continuing Directors The following Directors are not standing for election at the 2023 Annual Meeting of Shareholders.

  151. Directors with Terms Ending in 2024

    Directors with Terms Ending in 2024

  152. Directors with Terms Ending in 2024

    | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp., A Supplier of Industrial Machinery | Key Skills and Experience • CEO Experience • Financial Expertise • Global Business Experience 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. |

  153. Directors with Terms Ending in 2024

    | Age 60 | Director Since 2019 | Committees of Our Board Audit Committee Compensation Committee | Current Public Company Directorships Globe Life Inc. Leggett & Platt Incorporated Texas Instruments Incorporated |

  154. Directors with Terms Ending in 2024

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  155. Directors with Terms Ending in 2024

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 49 |

  156. Directors with Terms Ending in 2024

    | Arthur F. Golden Former Senior Partner, Davis Polk & Wardwell, A Law Firm | Key Skills and Experience • 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 a former Senior Partner, Global Co-Chair of Mergers and Acquisitions and Head of the Antitrust Practice 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 former service as a member of the Board of Trustees of Rensselaer Polytechnic Institute from 2005 through 2022, and Chairman of the Rensselaer Board from 2017 through 2022. Mr. Golden moved to Senior Counsel at his law firm in January 2020 and became Emeritus Trustee of Rensselaer in January 2023. |

  157. Directors with Terms Ending in 2024

    | Age 76 | Director Since 2000 | Committees of Our Board Executive Committee Finance Committee |

  158. Directors with Terms Ending in 2024

    | Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International Inc., A Global Clinical Research Organization | Key Skills and Experience • Technology and Innovation Expertise • Corporate Governance Experience • Industry, End-Markets and Growth Areas 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, Chairman 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. |

  159. Directors with Terms Ending in 2024

    | Age 75 | Director Since 2014 | Committees of Our Board Audit Committee Nominating Committee | Prior Public Company Directorships (year service ended) United Parcel Service, Inc. (2019) H. J. Heinz (2013) |

  160. Directors with Terms Ending in 2024

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  161. Directors with Terms Ending in 2024

    | 50 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  162. Directors with Terms Ending in 2024

    | James S. Turley Board Chair, Emerson Retired Chairman of The Board and Chief Executive Officer, Ernst & Young, A Professional Services Organization | Key Skills and Experience • 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.; 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 and Forest Park Forever. |

  163. Directors with Terms Ending in 2024

    | Age 67 | Director Since 2013 | Committees of Our Board Audit Committee Executive Committee Nominating Committee | Current Public Company Directorships Citigroup, Inc. Northrop Grumman Corporation Precigen, Inc. |

  164. Directors with Terms Ending in 2025

    Directors with Terms Ending in 2025

  165. Directors with Terms Ending in 2025

    | Joshua B. Bolten Chief Executive Officer, Business Roundtable, Pro-Business Public Policy Advocacy Group | Key Skills and Experience • 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 Chief Executive Officer of the Business Roundtable and a member of the Boards of the U.S. Holocaust Memorial Museum, and the ONE Campaign. |

  166. Directors with Terms Ending in 2025

    | Age 68 | Director Since 2012 | Committees of Our Board Executive Committee Nominating Committee | Current Public Company Directorships Global Advisory Council of BP plc PIMCO Global Advisory Board |

  167. Directors with Terms Ending in 2025

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  168. Directors with Terms Ending in 2025

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 51 |

  169. Directors with Terms Ending in 2025

    | William H. Easter III Former Chairman And President and Chief Executive Officer, DCP Midstream LLC, A Large Midstream Petroleum Service Company | Key Skills and Experience • 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 prior service as a director and member of the Audit and Corporate Practices Committee of Grupo Aeromexico, S.A.B.; his prior 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 will also continue to serve as Chairman of the Board of the Memorial Hermann Hospital System in Houston thru December 31, 2022. |

  170. Directors with Terms Ending in 2025

    | Age 73 | Director Since 2020 | Committees of Our Board Compensation Committee Finance Committee | Current Public Company Directorships Delta Airlines Inc. | Prior Public Company Directorships (year service ended): Baker Hughes, Inc. (2017) Concho Resources Inc. (2021) Grupo Aeromexico, S.A.B. de C.V. (2022). |

  171. Directors with Terms Ending in 2025

    | S. L. Karsanbhai President and CEO, Emerson | Key Skills and Experience • CEO Experience • Global Business Experience • Industry, End-Markets and Growth Areas 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. |

  172. Directors with Terms Ending in 2025

    | Age 53 | Director Since 2021 | Committees of Our Board Executive Committee |

  173. Directors with Terms Ending in 2025

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  174. Directors with Terms Ending in 2025

    | 52 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  175. Directors with Terms Ending in 2025

    | Lori M. Lee Chief Executive Officer, AT&T Latin America Global Marketing Officer, AT&T, Inc., A Global Technology, Media and Telecommunications Company | Key Skills and Experience • 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. |

  176. Directors with Terms Ending in 2025

    | Age 57 | Director Since 2018 | Committees of Our Board Audit Committee Executive Committee Finance Committee |

  177. Directors with Terms Ending in 2025

    Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

  178. Directors with Terms Ending in 2025

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 53 |

  179. Directors with Terms Ending in 2025

    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 2023. KPMG LLP served as the Company’s independent registered public accounting firm for fiscal 2022 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, 2023. 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 2025

    | 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 2025

    | 54 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  182. Directors with Terms Ending in 2025

    Proxy Item No. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 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 35. 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 2025

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

  184. Directors with Terms Ending in 2025

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

  185. Directors with Terms Ending in 2025

    | • | 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 2025

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

  187. Directors with Terms Ending in 2025

    | • | 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 2025

    | • | 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 2025

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

  190. Directors with Terms Ending in 2025

    | • | 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 2025

    | • | 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 2025

    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 7, 2023, we expect that the next say-on-pay vote will occur at our next Annual Meeting to be held on February 6, 2024. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR ” THIS PROPOSAL.

  193. Directors with Terms Ending in 2025

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 55 |

  194. Directors with Terms Ending in 2025

    Proxy Item No. 4: VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION As required by Section 14A of the Exchange Act and SEC rules, we are asking shareholders to vote, on an advisory basis, on whether the required say-on-pay vote in proposal 3 should occur every one, two or three years. SEC rules require us to submit this vote to shareholders at least once every six years. You have the option to vote for any one of the three options, or to abstain on the matter. The Board has determined that an annual advisory vote on executive compensation is the best approach for the Company at this time based on a number of considerations, including the following:

  195. Directors with Terms Ending in 2025

    | • | While our compensation strategies are related to both the short-term and longer-term business outcomes, we make compensation decisions annually; |

  196. Directors with Terms Ending in 2025

    | • | An annual vote is consistent with our recent shift to an annual award cycle for performance shares; |

  197. Directors with Terms Ending in 2025

    | • | An annual vote provides shareholders the opportunity to evaluate key performers and our executive compensation program more frequently; |

  198. Directors with Terms Ending in 2025

    | • | An annual advisory vote gives us more frequent feedback on our compensation disclosures and the compensation of our named executive officers; and |

  199. Directors with Terms Ending in 2025

    | • | An annual vote is consistent with market practice and the articulated preference of our shareholders. |

  200. Directors with Terms Ending in 2025

    Although the vote is non-binding, our Board of Directors will take into account the outcome of the vote when making future decisions about the Company’s executive compensation policies and procedures. As discussed under “Shareholder Engagement”, the Company’s shareholders also have the opportunity to provide additional feedback on important matters, including executive compensation, at any time. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY ONE YEAR.

  201. Directors with Terms Ending in 2025

    | 56 | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |

  202. Directors with Terms Ending in 2025

    Ownership of Emerson Equity Securities

  203. 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 12, 2023, and no later than August 11, 2023, to be considered timely for purposes of the Company’s 2024 Annual Meeting.

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

    | PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS | 61 |

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

    OTHER MATTERS 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.