DEF 14A of Emerson Electric Co, Dec 8, 2023

DEF 14A of Emerson Electric Co

Filed Dec 8, 2023 · FY20230001193125-23-291718

Open on EDGAR

  1. Our Board Of Directors

    Our Board Of Directors

  2. Nominees and Continuing Directors

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

  3. Nominees and Continuing Directors

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

  4. Nominees for Terms Ending in 2027

    Nominees for Terms Ending in 2027

  5. Nominees for Terms Ending in 2027

    | | | | | | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 61 Director Since 2019 Committees: AC, NC | Leticia Gonçalves Lourenco President, Precision Fermentation and ADM Ventures, Archer Daniels Midland Company Age: 49 Director Since 2023 Committees: AC, TC | James M. McKelvey Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner, Fintop Capital. Age: 58 Director Since 2023 Committees: TC, CC | James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 68 Director Since 2013 Committees: AC, EC, NC | | Arthur F. Golden, currently an independent Director and a member of the Technology and Environmental Sustainability Committee, will be retiring from the Board as of the Annual Meeting. Candace Kendle, currently an independent Director and a member of the Audit Committee and Technology and Environmental Sustainability Committee, will be retiring from the Board as of the Annual Meeting. | | | | | To Continue in Office Until 2025 | | | | | | | | | | Joshua B. Bolten Chief Executive Officer, Business Roundtable Age: 69 Director Since 2012 Committees: EC, NC, CC | William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 74 Director Since 2020 Committees: CC, EC, TC | Surendralal (Lal) L. Karsanbhai President and CEO, Emerson Age: 54 Director Since 2021 Committees: EC | Lori M. Lee CEO AT&T Latin America and Global Marketing Officer, AT&T Inc. Age: 58 Director Since 2018 Committees: AC, EC | | To Continue in Office Until 2026 | | | | | | | | | | Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 63 Director Since 2019 Committees: CC, NC | Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 64 Director Since 2017 Committees: CC, EC, TC | Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 58 Director Since 2012 Committees: AC, TC | |

  6. Nominees for Terms Ending in 2027

    | 2 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  7. Nominees and Continuing Directors

    Nominees and Continuing Directors The Board of Directors is divided into three classes, with the terms of office of each class ending in successive years. The Board of Directors has nominated four Directors of the Company to be elected for a term ending at the Annual Meeting specified below, or until their successors have been elected and qualified. Pursuant to the Company’s Bylaws, a person may not stand for election as a Director after attaining the age of 72, provided that the Bylaws provide that this restriction does not apply to (i) Mr. Golden and Dr. Kendle until the Company’s 2022 Annual Meeting, and (ii) Mr. Easter until the Company’s 2023 Annual Meeting. Mr. Golden and Dr. Kendle are retiring from the Board pursuant to this age requirement as of the 2024 Annual Meeting, after which our Board will have eleven Directors. Information with respect to the nominees for election, as well as the other Directors whose terms will continue after the Annual Meeting, is set forth below. All the nominees meet the Board membership criteria described on page 22 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.

  8. Nominees and Continuing Directors’ Skills and Experience Matrix

    Nominees and Continuing Directors’ Skills and Experience Matrix

  9. Nominees and Continuing Directors’ Skills and Experience Matrix

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

  10. Nominees and Continuing Directors’ Skills and Experience Matrix

    | (2) A “ ” in the chart indicates a skill or experience that is relevant to a Director’s service on Emerson’s Board. A Director may possess meaningful experience or skill in an area that lacks a “ ”. |

  11. Nominees and Continuing Directors’ Skills and Experience Matrix

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 7 |

  12. Nominees and Continuing Directors’ Skills and Experience Matrix

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

  13. Director Nominees for Terms Ending in 2027

    Director Nominees for Terms Ending in 2027

  14. Director Nominees for Terms Ending in 2027

    | Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp., A Supplier of Industrial Machinery | | | Key Skills and Experience • Large Company CEO or COO • Financial Leadership or Expertise • Global Business | | | | 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. | | | Age 61 | Director Since 2019 | Committees of Our Board Audit Committee Governance and Nominating Committee | Current Public Company Directorships Globe Life Inc. Leggett & Platt Incorporated Texas Instruments Incorporated |

  15. Director Nominees for Terms Ending in 2027

    | Leticia Gonçalves Lourenco President, Precision Fermentation and ADM Ventures, Archer Daniels Midland Company | | | Key Skills and Experience • Technology, Innovation or Cybersecurity • Industry, End-Markets and Growth Areas • Business Development | | | | Qualifications Ms. Gonçalves’ qualifications to serve on the Board include her leadership, operational and global business experience gained from her past management positions at Monsanto, now part of Bayer, where she spent more than 20 years with roles in digital solutions, commercial operations, international management and technology development, including her service as Senior Vice President and U.S. Division Head at Bayer from September 2018 to January 2020 and President, Europe and Middle East at Monsanto from August 2014 to August 2018. Ms. Gonçalves also serves on the board of directors of Believer Meats, a leader in cultivated meat technology. She is a longtime advocate and driver of diversity and inclusion, participating in the Conference Board’s Global Women’s Leaders Council in Europe. | | | Age 49 | Director Since 2023 | Committees of Our Board Audit Committee Technology and Environmental Sustainability Committee | |

  16. Director Nominees for Terms Ending in 2027

    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 7 for additional skills and experience for each Director.

  17. Director Nominees for Terms Ending in 2027

    | 8 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  18. Director Nominees for Terms Ending in 2027

    | James M. McKelvey Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner at Fintop Capital | | | Key Skills and Experience • Technology, Innovation or Cybersecurity • Industry, End-Markets and Growth Areas • Business Development | | | | | Qualifications Mr. McKelvey’s qualifications to serve on the Board also include his global business experience and extensive technology development background gained as an experienced entrepreneur who has founded several companies, including as Co-Founder of Block, Inc. (formerly known as Square) and Founder of Invisibly, Inc; and his service as a General Partner at Fintop Capital, a venture capital firm focused on financial technologies. Mr. McKelvey has a deep understanding of the trends across infrastructure software, internet of things, and the corresponding risks, including cybersecurity and data privacy compliance. Mr. McKelvey is also the Chair of the St. Louis Federal Reserve Bank’s Board of Directors and a trustee of Washington University in St. Louis. | | | | Age 58 | Director Since 2023 | Committees of Our Board Technology and Environmental Sustainability Committee Compensation Committee | Current Public Company Directorships Block, Inc. | Prior Public Company Directorships (year service ended): Ajax I Holdings, Inc. (2021) MoneyonMobile, Inc. (2018) |

  19. Director Nominees for Terms Ending in 2027

    | 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 Leadership or Expertise • Large Company CEO or COO • Corporate Governance | | | | 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. | | | Age 68 | Director Since 2013 | Committees of Our Board Audit Committee Executive Committee Governance and Nominating Committee | Current Public Company Directorships Citigroup, Inc. Northrop Grumman Corporation Precigen, Inc. |

  20. Director Nominees for Terms Ending in 2027

    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 7 for additional skills and experience for each Director.

  21. Director Nominees for Terms Ending in 2027

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 9 |

  22. Director Nominees for Terms Ending in 2027

    The following Directors are not standing for election at the 2024 Annual Meeting of Shareholders.

  23. Directors with Terms Ending in 2025

    Directors with Terms Ending in 2025

  24. 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 • Operational Leadership • Global Business | | | | 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, the ONE Campaign and Princeton University. | | | Age 69 | Director Since 2012 | Committees of Our Board Executive Committee Governance and Nominating Committee Compensation Committee | Current Public Company Directorships Global Advisory Council of BP plc PIMCO Global Advisory Board |

  25. 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 • Large Company CEO or COO • Corporate Governance • Operational Leadership | | | | | 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.; 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; and his current service as a director of Aurora Sustainable Lands, LLC. He is the immediate past Chair of the Board of the Memorial Hermann Health System and a member of the Memorial Hermann Health System Foundation Board. | | | | Age 74 | Director Since 2020 | Committees of Our Board Compensation Committee Executive Committee Technology and Environmental Sustainability 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) |

  26. 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 7 for additional skills and experience for each Director.

  27. Directors with Terms Ending in 2025

    | 10 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  28. Directors with Terms Ending in 2025

    | Lal Karsanbhai President and CEO, Emerson | | | Key Skills and Experience • Large Company CEO or COO • Global Business • 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. | | | Age 54 | Director Since 2021 | Committees of Our Board Executive Committee | |

  29. 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 Leadership or Expertise • Technology, Innovation or Cybersecurity • Global Business | | | | 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. | | | Age 58 | Director Since 2018 | Committees of Our Board Audit Committee Executive Committee | |

  30. 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 7 for additional skills and experience for each Director.

  31. Directors with Terms Ending in 2025

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 11 |

  32. Directors with Terms Ending in 2026

    Directors with Terms Ending in 2026

  33. Directors with 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 • Large Company CEO or COO • Global Business • Business Development | | | | 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. | | | Age 63 | Director Since 2019 | Committees of Our Board Compensation Committee Governance and Nominating Committee | Current Public Company Directorships Texas Instruments |

  34. Directors with 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 • Technology, Innovation or Cybersecurity | | | 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, which included the organization’s IT function and enterprise cybersecurity risk mitigation; her leadership of NGC’s global supply chain and service as a member of the Corporate Policy Council; her NGC service as President of the Electronic Systems Sector from January 2013 through December 2015 and President of Enterprise Shared Services from March 2010 through December 2012; and her current service on the Loyola University, Maryland, board of advisors. | |

  35. Directors with Terms Ending in 2026

    | Age 64 | Director Since 2017 | Committees of Our Board Compensation Committee Executive Committee Technology and Environmental Sustainability Committee |

  36. Directors with 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 7 for additional skills and experience for each Director.

  37. Directors with Terms Ending in 2026

    | 12 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  38. Directors with 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 • Large Company CEO or COO • Operational Leadership • Global Business | | | | 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 Council for the Robert R. McCormick School of Engineering and Applied Sciences at Northwestern University. | | | Age 58 | Director Since 2012 | Committees of Our Board Audit Committee Technology and Environmental Sustainability Committee | Prior Public Company Directorships (year service ended) Harley-Davidson, Inc. (2020) |

  39. Directors with 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 7 for additional skills and experience for each Director.

  40. Directors with Terms Ending in 2026

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 13 |

  41. Director Compensation

    Director Compensation

  42. Processes and Procedures for Determination of Director Compensation

    Processes and Procedures for Determination of Director Compensation The Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis and to make recommendations. Based on this analysis, management makes recommendations regarding Director compensation for the Committee’s consideration. In 2023, Frederic W. Cook & Co. was retained to prepare this analysis. Vesting changes were recommended by management and the Committee and made by the Board.

  43. 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 2023, the Director compensation program provided for the following payments:

  44. Director Compensation Program

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

  45. Director Compensation Program

    Beginning with the 2023 grant, the equity portion of the annual retainer was made in RSUs that provide for annual vesting and allow for the deferral of the delivery of shares issuable upon vesting. Emerson’s Director Stock Ownership Policy generally requires non-management Directors to hold stock equal to five times annual cash compensation, subject to a phase-in policy for new Directors. For awards prior to 2023, the equity portion of the annual retainer generally did not vest until the last day of a Director’s term after the age of 72. The awards also vest on death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

  46. Director Compensation Program

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 23 |

  47. Director Compensation Program

    Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-management Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2023, the applicable prime rate ranged from 6.25% to 8.50%, while 120% of the applicable federal long-term rate ranged from 4.05% to 4.93%. A. F. Golden participated in this deferral program during fiscal 2023 and above-market earnings on his deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash. As part of the Company’s charitable contributions practice, the Company may, at the Board’s discretion, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon retirement from the Board (as determined by the Board), taking into account the Director’s Board tenure, accomplishments, and other relevant factors. The table below sets forth non-management Director compensation for 2023.

  48. Director Compensation Table

    Director Compensation Table

  49. 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 | 174,985 | — | — | 314,985 | | Joshua B. Bolten | 160,000 | 174,985 | — | 5,000 | 339,985 | | Martin S. Craighead | 140,000 | 174,985 | — | — | 314,985 | | William H. Easter III | 146,666 | 174,985 | — | 10,000 | 331,651 | | Gloria A. Flach | 165,000 | 174,985 | — | 5,000 | 344,985 | | Arthur F. Golden(6) | 148,334 | 174,985 | 18,760 | 10,000 | 352,079 | | Leticia Gonçalves Lourenco | 46,667 | 116,606 | — | — | 163,273 | | Candace Kendle(6) | 140,000 | 174,985 | — | 6,000 | 320,985 | | Lori M. Lee | 165,000 | 174,985 | — | 10,500(7) | 350,485 | | Matthew S. Levatich | 140,000 | 174,985 | — | 10,000 | 324,985 | | James M. McKelvey | 46,667 | 116,606 | — | — | 163,273 | | James S. Turley | 340,000 | 174,985 | — | 5,000 | 519,985 |

  50. Director Compensation Table

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

  51. Director Compensation Table

    | (2) On February 2, 2023, the Directors then in office were awarded 1,933 restricted stock units with a total value of $174,985 ($175,000 divided by the grant date fair value of Emerson stock, rounded down to the nearest whole share) representing their 2023 restricted stock unit award. On May 2, 2023, Ms. Gonçalves and Mr. McKelvey were each awarded 1,419 restricted stock units ($116,667) divided by the grant date fair value, rounded down to the nearest share) as their pro rata amounts of the 2023 awards. Each amount constitutes the aggregate grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. |

  52. Director Compensation Table

    | (3) The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2023 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. The total number of RSUs held by each of the non-management Directors at September 30, 2023 is: Mr. Blinn-1,933; Mr. Bolten-1,933; Mr. Craighead-1,933; Mr. Easter-1,933; Ms. Flach-1,933; Mr. Golden-1,933; Ms. Gonçalves-1,419; Dr. Kendle-1,933; Ms. Lee-1,933; Mr. Levatich-1,933; Mr. McKelvey-1,419; and Mr. Turley-1,933. |

  53. Director Compensation Table

    | (4) Includes above-market earnings for fiscal 2023 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$18,760. Also includes the aggregate change in the actuarial present value of Mr. Golden’s accumulated pension |

  54. Director Compensation Table

    | 24 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  55. Director Compensation Table

    | benefit for fiscal 2023 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 $14,000 for Mr. Golden. On June 4, 2002, the Continuing Compensation Plan for Non-Management Directors was terminated for all Directors joining the Board after June 4, 2002, and on November 7, 2023, this plan was terminated for Directors that joined the Board on or before June 4, 2002. |

  56. Director Compensation Table

    | (5) Includes Company matching contributions under the Company’s charitable matching gifts program, which matches charitable gifts of up to $10,000 for all employees and Directors of the Company. |

  57. Director Compensation Table

    | (6) Mr. Golden and Dr. Kendle will not be standing for re-election at the 2024 Annual Meeting. |

  58. Director Compensation Table

    | (7) Ms. Lee made one charitable contribution in fiscal 2022 for $5,000 that the Company matched in fiscal 2023. |

  59. Key Compensation Decisions

    | • | Awarded annual cash incentives for fiscal 2023 to all NEOs utilizing a new formulaic approach under Emerson’s Annual Cash Incentive Plan based on adjusted EPS, operating cash flow and human capital management and sustainability performance |

  60. Key Compensation Decisions

    | • | Awarded long-term equity awards to all NEOs, subject to the achievement of financial targets for the three-year performance period ending September 30, 2025 |

  61. Key Compensation Decisions

    | • | Recently introduced changes to our long-term equity awards beginning in fiscal 2024 to further incentivize consistent and sustainable long-term results and better align the program with our business, our evolving peer group and market practices |

  62. Pay for Performance Fundamental Principles

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

  63. Pay for Performance Fundamental Principles

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

  64. 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 2023 Annual Meeting, with a vote of over 91% in support. |

  65. Role of Our Compensation Committee

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

  66. Policies Supporting Our Fundamental Principles

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

  67. Setting Annual Total Compensation

    Setting Annual Total Compensation The Compensation Committee targets annual total compensation (cash and annual long-term stock compensation) for our NEOs in the median market range of our compensation comparator group. To determine the median market range, the Committee uses a competitive pay analysis of total compensation for the proxy reported officer positions at the compensation comparator group companies prepared by Frederic W. Cook & Co. The Committee also reviews and confirms the competitive market pay analysis with Exequity, its independent compensation consultant. The competitive pay analysis is not used to establish performance goals in the Company’s compensation programs. The Committee does monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific pay ratio is targeted. For the 2023 annual cash incentive, the Committee determined to shift to a formulaic annual cash incentive structure under the Company’s Annual Cash Incentive Plan. For 2023, the Committee utilized the following metrics: adjusted EPS (60%), operating cash flow (25%) and sustainability and human capital management goals (15%). In prior years, the Company did not set specific financial or operating targets related to annual cash compensation and pay determinations were not based on any formula. Actual pay was largely subject to significant Committee discretion based on Company and individual performance. For the 2024 annual cash incentive, the Committee expects to continue to utilize adjusted EPS and operating cash flow. The Committee meets in executive session to review and set the CEO’s compensation. For 2023, the Committee considered a number of factors in making its decision, including: market data, compensation elements, Company performance, tenure and experience, retention and the CEO’s individual performance, leadership, contributions to the Company and impact on results. The Committee also discusses the CEO’s compensation annually with the non-management Directors in executive session.

  68. Competitive Market Information

    Competitive Market Information

  69. 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 2023. In light of Emerson’s recent portfolio changes an in-depth review of the comparator criteria and group was conducted. For 2023, the review focused primarily on companies meeting the following criteria (which are not assigned any specific weight):

  70. How We Determine Our Compensation Comparator Group

    | • | The same or similar lines of business to Emerson, including the impact of Emerson’s recent portfolio changes |

  71. How We Determine Our Compensation Comparator Group

    | • | Revenues of between 1/3 to 3X Emerson’s revenue |

  72. How We Determine Our Compensation Comparator Group

    | • | Market capitalizations between 1/3 to 3X Emerson’s market capitalization |

  73. How We Determine Our Compensation Comparator Group

    | • | Similarities in business profile and size to Emerson, including consideration of automation, systems and software, innovation and a global presence |

  74. How We Determine Our Compensation Comparator Group

    | • | Identified by management as competitors |

  75. 2023 Compensation Comparator Group Companies

    2023 Compensation Comparator Group Companies As a result of this review, for 2023, the Company used the 16 company compensation comparator group listed below:

  76. 2023 Compensation Comparator Group Companies

    | 2023 Comparator Group | | | | | 3M | DuPont | Honeywell | Parker Hannifin | | Agilent Technologies | Eaton | Illinois Tool Works | Rockwell Automation | | Carrier | Fortive | Johnson Controls | Roper Technologies | | Cummins | General Dynamics | Northrop Grumman | TE Connectivity |

  77. 2023 Compensation Comparator Group Companies

    | 34 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  78. Emerson vs. Compensation Comparator Group

    Emerson vs. Compensation Comparator Group

  79. Emerson vs. Compensation Comparator Group

    | | Market Cap ($M) (9/30/2023) | TTM Sales ($M) | TTM Pretax Earnings ($M) | | Total Assets ($M) | Employees (#) | | Emerson | $55,190 | $15,165 | | 2,726 | $42,746 | 62,000 | | 3M | $51,678 | $32,747 | ($ | 10,091) | $49,621 | 92,000 | | Cummins | $32,361 | $33,292 | | 3,634 | $32,097 | 73,600 | | Eaton | $85,099 | $22,613 | | 3,590 | $37,289 | 91,924 | | Illinois Tool Works | $69,644 | $16,095 | | 4,017 | $15,395 | 46,000 | | Parker-Hannifin | $50,027 | $19,680 | | 2,997 | $29,593 | 62,730 | | TE Connectivity | $38,781 | $16,034 | | 2,268 | $21,712 | 92,000 | | Agilent Technologies | $32,717 | $6,833 | | 1,339 | $10,763 | 18,100 | | DuPont | $34,241 | $12,274 | | 1,313 | $39,133 | 23,000 | | General Dynamics | $60,334 | $41,455 | | 3,968 | $53,525 | 106,500 | | Johnson Controls* | $36,200 | $26,612 | | 1,792 | $42,780 | 102,000 | | Rockwell Automation | $32,835 | $9,053 | | 1,609 | $11,304 | 29,000 | | Carrier | $46,237 | $22,101 | | 1,902 | $26,544 | 52,000 | | Fortive | $26,106 | $6,012 | | 970 | $15,664 | 18,000 | | Honeywell | $122,660 | $36,394 | | 6,842 | $61,296 | 97,000 | | Northrop Grumman | $66,601 | $38,685 | | 5,555 | $44,896 | 95,000 | | Roper Technologies | $51,678 | $5,995 | | 1,575 | $28,188 | 15,800 | | Compensation Peer Median | $48,132 | $20,890 | | 2,085 | $30,845 | 68,165 | | Emerson Percentile Rank | 69% | 31% | | 56% | 69% | 44% |

  80. Emerson vs. Compensation Comparator Group

    * Due to availability, based on twelve month period ending 6/30/23 Source: FactSet Results as of 9/30/23 except as noted

  81. Emerson vs. Compensation Comparator Group

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 35 |

  82. Compensation Mix

    | Annual Cash Compensation | | | Base Salary | Reflects specific job responsibilities and individual experience and performance, targeted in the median market range | | Annual Cash Incentive | Rewards achievement of the Company’s annual financial and non-financial metrics as determined by the Compensation Committee | | Long-Term Stock-Based Compensation | | | Performance Shares | Supports achievement of long-term strategic operating goals, such as consistent and sustained earnings per share and cash flow, in order to deliver shareholder value • The primary long-term compensation element • Three-year performance period • Aligns executive pay with shareholder interests | | Restricted Stock and RSUs | Part of annual long-term compensation. Also, supports succession planning, critical retention and key leadership development efforts • Restricted stock awarded selectively • Vests over at least 3 years • RSUs will become a larger component of long-term stock compensation beginning in 2024 |

  83. Annual Cash Compensation

    Annual Cash Compensation The Committee targets total annual cash compensation in the median market range of total cash compensation, while placing more emphasis on performance-based annual cash incentive than on base salary. Base salary is a guaranteed component of our NEOs annual total compensation and generally represents 10-20% of annual total compensation. Annual cash incentives generally represents 15-25% of annual total compensation. Base Salary. The Compensation Committee generally determines NEO base salaries effective as of October 1 of each year. 2023 base salary increases were based on the Committee’s review of the Company’s 2023 performance, individual performance, the inflationary environment, and potential and competitive market compensation. The Committee also considered market survey data that predicted merit increase, without promotions, for comparable executive positions.

  84. Annual Cash Compensation

    As shown above, for 2023, base salary (the only guaranteed portion of NEO cash compensation) comprised only 8% of our CEO’s and an average of 15% of our other NEOs’ annual total compensation. Annual Cash Incentive. In determining 2023 annual cash incentives, the Committee adopted a formulaic structure with pay dependent on the Company’s progress toward objective pay criteria utilizing certain financial metrics, consisting of adjusted EPS (weighted at 60%), operating cash flow (weighted at 25%), and non-financial metrics (weighted at 15%) that are based on the Company’s human capital management and publicly stated sustainability goals. The Committee worked with executive management and its independent executive compensation consultant to review and establish financial and non-financial performance metrics that are consistent with our strategic objectives and in line with market practices. Financial Metrics The following tables reflect our 2023 adjusted EPS and operating cash flow targets and the corresponding potential payouts.

  85. Annual Cash Compensation

    | Adjusted EPS | Potential Payout as a % of Target Opportunity | | Threshold – $3.25 | 35% | | Target – $4.05 | 100% | | Maximum – $4.55 | 200% |

  86. Annual Cash Compensation

    | Operating Cash Flow | Potential Payout as a % of Target Opportunity | | Threshold – $2.243B | 30% | | Target – $2.6B | 100% | | Maximum – $2.96B | 200% |

  87. Annual Cash Compensation

    2023 Earned Annual Cash Incentive The targets and weightings were calculated as described above. The Committee determined that actual 2023 adjusted EPS was $4.44, 2023 operating cash flow $2.73 billion, and the Company exceeded its non-financial metrics, collectively resulting in a payout of 159.6%. In determining the results, the Committee determined that it was appropriate to adjust for certain discrete items, including adjustments primarily related to a gain on a subordinated interest, amortization of intangibles, acquisition and divestiture activity, write-offs associated with the Company’s announced Russia exit, interest income on undeployed proceeds related to the Copeland transaction, gains or losses on the Copeland equity investment, and certain gains, losses or impairments, as well as other tax items. As a result of this structure, the NEOs earned the annual cash incentives set forth below.

  88. Annual Cash Compensation

    | NEO Name | Earned Annual Cash Incentive FY 2022 | FY 2023 Target Annual Cash Incentive Opportunity | FY 2023 Annual Cash Incentive Earned - % Target Opportunity | FY 2023 Annual Cash Incentive Earned $ | Earned Annual Cash Incentive % Change 2022-2023 | | S. L. Karsanbhai | $2,600,000 | $2,256,000 | 159.6% | $3,600,576 | 38% | | M. J. Baughman(1) | — | $800,000(1) | 159.6% | $941,640 | —% | | R. R. Krishnan | $1,050,000 | $1,025,000 | 159.6% | $1,635,900 | 56% | | S. Y. Bosco(4) | $656,250 | $625,000 | 159.6% | $997,500 | 52% | | M. H. Train(2) | $630,000 | $700,000 | 159.6% | $1,117,200 | 77% | | F. J. Dellaquila(3) | $1,365,000 | $1,300,000 | 159.6% | $2,074,800 | 52% |

  89. 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. As in prior years, the Committee utilized performance shares in fiscal 2023. As discussed in more detail below, beginning in fiscal 2024, consistent with evolving market practice, the Committee will reallocate the awards in the program to include the addition of time-based awards, through RSUs. Performance Shares. Performance shares awards are the primary long-term compensation element and have been the cornerstone of our pay-for-performance philosophy. When determining the amount of an NEO’s annual award, the Committee may increase or decrease the amount based on individual performance. The Committee targets the median market range for each NEO’s total annual compensation. We believe that performance shares align the interests of our executives and shareholders and support the achievement of long-term strategic operating goals such as sustained growth in earnings and cash flow. Each annual Performance Shares Program has a three-year performance period with 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 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

  90. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 41 |

  91. Annual Long-Term Stock Compensation

    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. Beginning with the 2022 – 2024 Performance Shares Program, the Committee adopted a defined set of acceptable adjustments, removing negative discretion under the programs, to facilitate fixed accounting treatment. Also beginning with 2022 awards, the Committee determined to set specific operating growth targets that are based on our three-year operating plan and are intended to be difficult but attainable and incentivize the achievement of that plan. Previously, 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. 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 also include a relative total shareholder return modifier benchmark (“rTSR”) to measure our total shareholder return performance relative to the S&P 500 Capital Goods Index group of companies (the “CGI Group”). After the payout percentage is determined by reviewing our financial performance for the performance period against the operating metrics, we will then measure our three-year total shareholder return relative to the CGI Group performance for the same period. If our total shareholder return is at or above the 80th percentile of the CGI Group, the payout percentage from operating results will be increased by 20 percentage points. If our total shareholder return is at or below the 20th percentile of the CGI Group, the payout percentage will be decreased by 20 percentage points. No adjustment to the payout percentage will be made for relative performance between the 20th and 80th percentile of the CGI Group. Performance Shares Awards Considerations In making an individual annual award, the Committee considers the NEO’s: (1) ability to make a significant contribution to the Company’s financial results, (2) level of responsibility, (3) individual performance, and (4) leadership potential. The annual performance shares award generally represents a large portion of the NEO’s total compensation, depending on the NEO’s role and responsibilities. In 2023, 100% of our NEOs annual long-term incentive awards were performance-based awards. Determining Performance Metrics Each year, the Compensation Committee works with executive management and its independent executive compensation consultant to review and establish financial and operational performance metrics that are consistent with our long-term strategic objectives and in line with market practices. 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 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.

  92. Annual Long-Term Stock Compensation

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

  93. Annual Long-Term Stock Compensation

    Calculating Results Against Our Performance Metrics At the end of each 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.

  94. Annual Long-Term Stock Compensation

    | 42 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  95. Annual Long-Term Stock Compensation

    Summary of 2023 – 2025 Performance Program Calculation of Metrics

  96. Annual Long-Term Stock Compensation

    | Adjusted Earnings Per Share Performance Fiscal adjusted 2025 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 2023 – 2025 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. | |

  97. Annual Long-Term Stock Compensation

    2023 – 2025 Performance Shares Program Awards. In 2023, 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:

  98. Annual Long-Term Stock Compensation

    | NEO Name | FY 2023 – 2025 Performance Shares Awarded ($ Value)(1) | FY 2023 – 2025 Performance Shares Awarded (# Shares) | | S. L. Karsanbhai | $12,912,123 | 142,251 | | M. J. Baughman(2) | $2,712,487 | 31,277 | | R. R. Krishnan | $3,761,327 | 41,438 | | S. Y. Bosco(4) | $2,638,502 | 29,068 | | M. H. Train | $2,245,559 | 24,739 | | F. J. Dellaquila(3) | $— | — |

  99. Annual Long-Term Stock Compensation

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

  100. Annual Long-Term Stock Compensation

    | (2) Mr. Baughman was appointed Executive Vice President, Chief Financial Officer and Chief Accounting Officer on May 10, 2023. Mr. Baughman was awarded 14,225 performance shares on October 31, 2022 (with a grant date fair value of $1,291,203) and additional 17,052 performance shares on May 1, 2023 (with a grant date fair value of $1,421,284) in connection with his promotion. The numbers above reflect the aggregate value of such awards. |

  101. Annual Long-Term Stock Compensation

    | (3) Mr. Dellaquila retired as Senior Executive Vice President and Chief Financial Officer on May 10, 2023 and remained an employee of the Company in the role of Senior Advisor to the CEO until September 30, 2023. Please see “Description of F. J. Dellaquila Letter Agreement” on page 56. |

  102. Annual Long-Term Stock Compensation

    | (4) Ms. Bosco is retiring as Senior Vice President, Secretary and Chief Legal Officer on December 31, 2023. Please see “Description of S. Y. Bosco Letter Agreement” on page 57. |

  103. Annual Long-Term Stock Compensation

    For fiscal 2023, performance shares represented 72% of our CEO’s annual total compensation and an average of 60% for our other NEOs. Fiscal 2021 – 2023 Performance Shares Program. The performance period for the 2021 – 2023 Performance Shares Program ended on September 30, 2023. The targets and weightings were calculated as described above. The Committee determined that the target earnings per share was $2.36 and target cumulative free cash flow was $5,894 million. In determining the results for the performance period, the Committee determined that it was appropriate to adjust for certain discrete items, including adjustments primarily related to the removal of discontinued operations from the 2021 baseline and 2023 results, exclude the benefit of the use of proceeds from redeployed assets, a gain on a subordinated interest, acquisition and divestiture activity, interest income and loss on Copeland, write-offs associated with the Company’s announced Russia exit, as well as other items. The Company’s portfolio transformation resulted in a significant reclassification in 2023 of its prior year financial statements to reflect the results of discontinued operations. These changes significantly affected the reporting of EPS and cash flow and the calculations used to determine the payout of the 2021 – 2023 Performance Shares Program. For example, fiscal 2022 EPS of $5.41 as reported in the payout calculation described in last year’s proxy statement has now been reclassified to consist of $3.16 in EPS from continuing operations and $2.25 in EPS from discontinued operations. The baseline, target and results for the 2021 – 2023 performance shares program reflect these adjustments to remove the impact of discontinued operations. As a result, such amounts discussed in last year’s proxy statement are not directly comparable to the current year presentation.

  104. Annual Long-Term Stock Compensation

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 43 |

  105. Annual Long-Term Stock Compensation

    The Committee determined that the 2023 EPS, after an aggregate downward adjustment of $0.18 (from $3.72) was $3.54, and cumulative free cash flow over the performance period, after an upward adjustment of $180 million (from $6,166 million), was $6,346 million. The performance results after the impact from the adjustments resulted in a payout percentage of 118% of the previously awarded shares under the formula. The payouts are reflected in the Option Exercises and Stock Vested table on page 51.

  106. Other Stock Awards

    Other Stock Awards Restricted Stock and RSUs. Restricted stock and RSUs are also available for award under our long-term stock-based compensation program. In limited circumstances, such as special retention, recognition and succession planning needs, the Committee may make a separate award of restricted stock. 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 vesting periods of up to 10 years and no less than 3 years. No awards of restricted stock or RSUs were made to the NEOs in 2022 and 2023. 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.

  107. 2024 Changes to Annual Long-Term Stock Compensation Program

    2024 Changes to Annual Long-Term Stock Compensation Program Given the recent significant changes to Emerson’s portfolio, the Committee determined that the long-term compensation program should be better aligned with Emerson’s industrial technology peer group and general market executive compensation practices, which include a more balanced mix of performance-based awards and time-based awards. As a result, for fiscal 2024, the Committee determined to modify our long-term stock compensation program, including the following changes:

  108. 2024 Changes to Annual Long-Term Stock Compensation Program

    | • | Performance shares remain subject to a three-year performance period with same performance metrics of adjusted EPS (remains weighted at 60%) and cumulative free cash flow (remains weighted at 40%), with performance now measured each year and weighted 40% in year one and 30% each in the next two years |

  109. 2024 Changes to Annual Long-Term Stock Compensation Program

    | • | Use of threshold, target and maximum payouts in performance shares, with payouts ranging from 0% to 200% of target |

  110. 2024 Changes to Annual Long-Term Stock Compensation Program

    | • | Long-term awards to also include RSUs vesting ratably over three years |

  111. 2024 Changes to Annual Long-Term Stock Compensation Program

    | • | Retains the TSR modifier that will be measured over the three-year performance period |

  112. 2024 Changes to Annual Long-Term Stock Compensation Program

    | 44 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  113. 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:

  114. Severance, Executive Termination and Retirement

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

  115. 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 |

  116. 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 |

  117. 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 |

  118. 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 annual cash incentive without shareholder ratification. The policy is located at www.Emerson.com, Company, Investors, Corporate Governance, Executive Officer Severance Policy. F. J. Dellaquila, Senior Executive Vice and Chief Financial Officer, retired from the Company effective September 30, 2023. S. Y. Bosco, Senior Vice President, Secretary and Chief Legal Officer is retiring effective December 31, 2023. We entered into letter agreements with Mr. Dellaquila and Ms. Bosco which, among other things, reaffirmed and extended their restrictive covenants. See pages 56 and 57 for a description of their retirement arrangements.

  119. 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 54. 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.

  120. 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.

  121. Equity Compensation Grant Practices

    | 46 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  122. Summary Compensation Table

    Summary Compensation Table The following information relates to compensation received or earned by our Chief Executive Officer, our Chief Financial Officer, and each of our next three most highly compensated executive officers for the last year, as well as our former Chief Financial Officer who retired from the role in fiscal 2023 and remained an employee of the Company in the role of Senior Advisor to the CEO until September 30, 2023. (the “named executive officers” or “NEOs”).

  123. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | All Other Compensation ($)(5) | Total ($) | | S. L. Karsanbhai President and Chief Executive Officer(6) | 2023 | 1,410,000 | — | 12,912,123 | — | 3,600,576 | 11,000 | 383,495 | 18,317,194 | | | 2022 | 1,260,000 | 2,600,000 | 11,060,131 | — | — | — | 257,975 | 15,178,106 | | | 2021 | 973,371 | 2,016,000 | 12,651,359 | — | — | 16,000 | 149,306 | 15,806,036 | | M. J. Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer(7) | 2023 | 630,923 | — | 2,712,487 | — | 941,640 | — | 109,232 | 4,394,282 | | R. R. Krishnan Executive Vice President and Chief Operating Officer(8) | 2023 | 825,000 | — | 3,761,327 | — | 1,635,900 | 29,000 | 79,537 | 6,330,764 | | | 2022 | 750,000 | 1,050,000 | 3,423,316 | — | — | — | 73,223 | 5,296,539 | | | 2021 | 624,904 | 600,000 | 4,272,020 | — | — | 50,000 | 57,111 | 5,604,035 | | S. Y. Bosco Senior Vice President, Secretary and Chief Legal Officer | 2023 | 810,000 | — | 2,638,502 | — | 997,500 | 1,326,000 | 58,077 | 5,830,079 | | | 2022 | 775,000 | 656,250 | 2,475,319 | — | — | 1,977,000 | 66,190 | 5,949,759 | | M. H. Train Senior Vice President and Chief Sustainability Officer | 2023 | 730,000 | — | 2,245,559 | — | 1,117,200 | 33,000 | 128,690 | 4,254,449 | | | 2022 | 700,000 | 630,000 | 1,579,961 | — | — | — | 82,137 | 2,992,098 | | | 2021 | 675,000 | 500,000 | 4,132,494 | — | — | 25,000 | 144,077 | 5,476,571 | | F. J. Dellaquila Former Senior Executive Vice President and Chief Financial Officer(9) | 2023 | 840,000 | — | — | — | 2,074,800 | 153,000 | 98,270 | 3,166,070 | | | 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 |

  124. Summary Compensation Table

    | (1) Represents bonus amounts paid after the end of the fiscal year with respect to 2022 and 2021 performance. |

  125. Summary Compensation Table

    | (2) Represents annual cash incentive amounts paid after the end of the fiscal year with respect to that fiscal year’s performance under the Company’s Annual Cash Incentive Plan. Beginning with the fiscal 2023 annual cash incentive, the Committee determined to shift to a formulaic annual cash incentive structure with pay dependent on the Company’s progress toward objective pay criteria utilizing adjusted EPS, operating cash flow and non-financial metrics. See “Annual Cash Compensation” beginning on page 40. |

  126. Summary Compensation Table

    | (3) The amounts relate to performance shares and restricted stock awards. See the Grants of Plan-Based Awards table on page 49 for information on awards granted in fiscal 2023. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the NEOs. If the maximum payout is earned, the number of performance shares paid out would be 145% for the each of the 2023, 2022 and 2021 performance share awards. See Note 17 to the Company’s fiscal 2023 financial statements in the Company’s Annual Report on Form 10-K for a |

  127. Summary Compensation Table

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 47 |

  128. Summary Compensation Table

    | discussion of the determination of these amounts under FASB ASC Topic 718. For performance shares awards, for each fiscal year, the grant date fair value and the grant date fair value based on maximum achievement is set forth below. |

  129. Summary Compensation Table

    | Name | Fiscal Year | Grant Date Fair Value ($) | Maximum Aggregate Grant Date Fair Value ($) | | S. L. Karsanbhai | 2023 | 12,912,123 | 18,722,578 | | | 2022 | 11,060,131 | 16,037,190 | | | 2021 | 7,982,759 | 11,575,001 | | M. J. Baughman | 2023 | 2,712,487 | 3,933,106 | | R. R. Krishnan | 2023 | 3,761,327 | 5,453,924 | | | 2022 | 3,423,316 | 4,963,808 | | | 2021 | 2,887,570 | 4,186,977 | | S. Y. Bosco | 2023 | 2,638,502 | 3,822,878 | | | 2022 | 2,475,319 | 3,589,213 | | M. H. Train | 2023 | 2,245,559 | 3,256,061 | | | 2022 | 1,579,961 | 2,290,944 | | | 2021 | 3,029,934 | 4,393,404 | | F. J. Dellaquila | 2023 | — | — | | | 2022 | 3,370,678 | 4,887,483 | | | 2021 | 3,029,934 | 4,393,404 |

  130. Summary Compensation Table

    | (4) For each year, includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Company’s defined benefit pension plans. For fiscal 2022, the increase for Ms. Bosco reflects her initial participation in the Pension Restoration Plan. In none of the fiscal years were changes made in the method of calculating plan benefits for the NEOs. |

  131. Summary Compensation Table

    | (5) Includes the following amounts for 2023: |

  132. Summary Compensation Table

    | Name | Perquisites(a) | Savings Plan(b) | Total(c) | | S. L. Karsanbhai | 69,742 | 313,753 | 383,495 | | M. J. Baughman | 24,632 | 84,600 | 109,232 | | R. R. Krishnan | 30,465 | 49,072 | 79,537 | | S Y. Bosco | 20,332 | 37,745 | 58,077 | | M. H. Train | 28,034 | 100,656 | 128,690 | | F. J. Dellaquila | 41,037 | 57,233 | 98,270 |

  133. Summary Compensation Table

    | (a) The perquisites provided are tax and financial planning, leased Company car, club fees (through December 31, 2021), annual physical, tickets for sporting or other events, and costs related to personal security provided to each of the NEOs under the Company’s security program. The Company’s Board of Directors and its security program require that the Chief Executive Officer use Company aircraft for all business and recommends use for personal air travel. The Company’s CEO reimburses the Company for personal air travel at 400% of the Standard Industry Fare Level Rate. The Company also provides limited personal use of Company aircraft outside of the security program to the other NEOs, who also provide such reimbursement. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less reimbursements. For 2023, the incremental amount of personal use of Company aircraft for the Company’s CEO was: Mr. Karsanbhai-$24,219, which amounts were included in the perquisites amounts above. |

  134. Summary Compensation Table

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

  135. Summary Compensation Table

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

  136. Summary Compensation Table

    | (6) 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. |

  137. Summary Compensation Table

    | (7) Mr. Baughman became Executive Vice President, Chief Financial Officer and Chief Accounting Officer on May 10, 2023. Mr. Baughman was formerly Chief Accounting Officer. Base salary reflects amounts received in current and prior roles. |

  138. Summary Compensation Table

    | 48 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  139. Summary Compensation Table

    | (8) Mr. Krishnan became Executive Vice President and Chief Operating Officer in February 2021. Mr. Krishnan was formerly President, Final Control. Base salary reflects amounts received in current and prior roles. |

  140. Summary Compensation Table

    | (9) Mr. Dellaquila retired from the Company effective September 30, 2023 and remained an employee of the Company in the role of Senior Advisor to the CEO until September 30, 2023. Ms. Bosco is retiring from the Company effective December 31,2023. Please see pages 56 and 57 for a description of their retirement arrangements. |

  141. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about annual cash incentive and equity awards granted to the NEOs in 2023.

  142. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Threshold (#) | Target (#)(1) | Maximum (#)(1) | Threshold (#) | Target (#)(2) | Maximum (#)(2) | | | | S. L. Karsanbhai | 10/31/2022 | | | | N/A | 142,251 | 206,264 | | 12,912,123 | | | 10/31/2022 | 812,160 | 2,256,000 | 4,342,800 | | | | | | | M. J. Baughman | 10/31/2022 | | | | N/A | 14,225 | 20,626 | | 1,291,203 | | | 5/1/2023 | | | | N/A | 17,052 | 24,725 | | 1,421,284 | | | 10/31/2022 | 288,000 | 800,000 | 1,540,000 | | | | | | | R. R. Krishnan | 10/31/2022 | | | | N/A | 41,438 | 60,085 | | 3,761,327 | | | 10/31/2022 | 369,000 | 1,025,000 | 1,973,125 | | | | | | | S. Y. Bosco(4) | 10/31/2022 | | | | N/A | 29,068 | 42,149 | | 2,638,502 | | | 10/31/2022 | 225,000 | 625,000 | 1,203,125 | | | | | | | M. H. Train | 10/31/2022 | | | | N/A | 24,739 | 35,872 | | 2,245,559 | | | 10/31/2022 | 252,000 | 700,000 | 1,347,500 | | | | | | | F. J. Dellaquila | | | | | — | — | — | | — | | | 10/31/2022 | 468,000 | 1,300,000 | 2,502,500 | | | | | |

  143. Grants of Plan-Based Awards

    | (1) Includes cash incentive opportunities awarded under the Company’s Annual Cash Incentive Plan based on a percentage of his or her annual cash incentive target according to the percentage of the performance targets achieved by the Company during the Fiscal Year according to a formula determined by the Committee. The amounts reflect the threshold, target and maximum amounts that may have been earned by each individual during the year. Actual amounts earned are reflected in the summary compensation table. Beginning with the fiscal 2023 annual cash incentive, the Committee determined to shift to a formulaic annual cash incentive structure with pay dependent on the Company’s progress toward objective pay criteria utilizing adjusted EPS, operating cash flow and sustainability and human capital management goals. See “Annual Cash Compensation” beginning on page 40 for additional detail regarding the awards. |

  144. Grants of Plan-Based Awards

    | (2) Includes performance shares awards granted in November 2022 under the fiscal 2023–2025 Performance Shares Program (under our 2015 Incentive Shares Plan). See “Annual Long-Term Stock Compensation” on page 41 for additional detail regarding the program, performance shares and how shares are earned. |

  145. Grants of Plan-Based Awards

    | (3) Includes the grant date fair value of awards of performance shares computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance shares awards in the Company’s financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period. See Note 17 to the Company’s fiscal 2023 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts. |

  146. Grants of Plan-Based Awards

    | (4) Ms. Bosco is retiring from the Company on December 31, 2023. Under her letter agreement and subject to compliance with restrictive covenants, Ms. Bosco may receive her earned payout of her awards under the Fiscal 2022 – 2024 and Fiscal 2023 – 2025 Performance Shares Programs, 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 S. Y. Bosco Letter Agreement” on page 57 for a description of Ms. Bosco’s retirement arrangements. |

  147. Grants of Plan-Based Awards

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 49 |

  148. 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 2023, including unexercised stock options, unvested restricted stock and performance shares with performance conditions that had not yet been satisfied.

  149. 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 | 8/5/14 | 4,000 | | 62.84 | 8/5/24 | (2) | 75,000(2) | 7,242,750 | | | | | 2/1/16 | 15,000 | | 45.50 | 2/1/26 | 11/1/21 | | | 109,680(4) | 10,591,798 | | | | | | | | 10/31/22 | | | 142,251(5) | 13,737,179 | | M. J. Baughman | 10/16/17 | 10,000 | | 64.44 | 10/16/27 | (2) | 10,000(2) | 965,700 | | | | | | | | | | 11/1/21 | | | 11,490(4) | 1,109,589 | | | | | | | | 10/31/22 | | | 14,225(5) | 1,373,708 | | | | | | | | 5/1/23 | | | 17,052(5) | 1,646,712 | | R. R. Krishnan | | | | | | (2) | 17,000(2) | 1,641,690 | | | | | | | | | | 11/1/21 | | | 33,948(4) | 3,278,358 | | | | | | | | 10/31/22 | | | 41,438(5) | 4,001,668 | | S. Y. Bosco(7) | | | | | | 11/1/21 | | | 24,547(4) | 2,370,504 | | | | | | | | 10/31/22 | | | 29,068(5) | 2,807,097 | | M. H. Train | | | | | | (2) | 22,000(2) | 2,124,540 | | | | | | | | | | 11/1/21 | | | 15,668(4) | 1,513,058 | | | | | | | | 10/31/22 | | | 24,739(5) | 2,389,045 | | F. J. Dellaquila(6) | | | | | | 11/1/21 | | | 33,426(4) | 3,227,949 |

  150. Outstanding Equity Awards at Fiscal Year-End

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

  151. Outstanding Equity Awards at Fiscal Year-End

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

  152. Outstanding Equity Awards at Fiscal Year-End

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

  153. Outstanding Equity Awards at Fiscal Year-End

    | (3) Based on the closing share price of $96.57 on September 29, 2023. |

  154. Outstanding Equity Awards at Fiscal Year-End

    | (4) 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. |

  155. Outstanding Equity Awards at Fiscal Year-End

    | 50 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  156. Outstanding Equity Awards at Fiscal Year-End

    | (5) Consists of performance shares awards granted in fiscal 2023 under the fiscal 2023 – 2025 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2025. The number of shares that can be earned at 100% achievement of performance targets under these awards are shown in this column. Participants can earn up to 145% of the target. |

  157. Outstanding Equity Awards at Fiscal Year-End

    | (6) Mr. Dellaquila retired from the Company on September 30, 2023 and remained an employee of the Company in the role of Senior Advisor to the CEO until September 30, 2023. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Dellaquila will remain eligible to receive a full payout of any earned awards under the Fiscal 2021 – 2023 and Fiscal 2022 – 2024 Performance Shares Programs, subject to the Company’s achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs. Please see “Description of F. J. Dellaquila Letter Agreement” on page 56 for a description of Mr. Dellaquila’s compensation arrangements. |

  158. Outstanding Equity Awards at Fiscal Year-End

    | (7) Ms. Bosco is retiring from the Company on December 31, 2023. Under her letter agreement and subject to compliance with restrictive covenants, Mr. Bosco will remain eligible to receive a full payout of any earned awards under the Fiscal 2022 – 2024 and Fiscal 2023 – 2025 Performance Shares Programs, subject to the Company’s achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs. Please see “Description of S. Y. Bosco Letter Agreement” on page 57 for a description of Ms. Bosco’s compensation arrangements. |

  159. 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 2023 for stock option exercises, performance shares awards earned and vested restricted stock.

  160. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(5) | | S. L. Karsanbhai | 10,000 | 305,700 | 123,010(2) | 11,251,443 | | M. J. Baughman | | | 18,684(2) | 1,708,990 | | R. R. Krishnan | | | 41,434(2) | 3,789,912 | | | | | 5,000(3) | 452,250 | | | | | 1,000(4) | 92,275 | | S. Y. Bosco | 12,000 | 319,920 | 37,742(2) | 3,452,194 | | M. H. Train | 22,000 | 688,820 | 51,465(2) | 4,707,439 | | | 22,000 | 1,028,280 | 10,000(3) | 750,750 | | | | | 20,000(3) | 1,670,000 | | F. J. Dellaquila | 100,000 | 2,538,000 | 51,465(2) | 4,707,439 | | | | | 10,000(3) | 835,000 |

  161. Option Exercises and Stock Vested

    | (1) Represents the difference between the option exercise price and the average of the high and low share prices for the Company’s common stock on the day of exercise. |

  162. Option Exercises and Stock Vested

    | (2) Reflects the earnings of performance shares granted under the fiscal 2021 – 2023 Performance Shares Program. The performance shares were subject to performance goals for the period ending September 30, 2023, and the percentage earned was 118%. Awards were paid out on November 6, 2023. See “Annual Long-Term Stock Compensation” on page 41 for additional information regarding the program. |

  163. Option Exercises and Stock Vested

    | (3) Represents the vesting of 5,000 shares for Mr. Krishnan (vesting term 5 years), 10,000 shares and 20,000 shares, respectively, for Mr. Train (vesting terms of 10 and 5 years), and 10,000 shares for Mr. Dellaquila (vesting term 5 years). |

  164. Option Exercises and Stock Vested

    | (4) Represents the vesting of 1,000 RSUs for Mr. Krishnan, with a vesting term of 3 years. |

  165. Option Exercises and Stock Vested

    | (5) Values realized for performance shares earned are based on the average of the high and low share prices ($91.4675) on November 6, 2023, the date the Compensation Committee determined that the performance targets for the performance period ended September 30, 2023 had been met. Values for restricted stock and RSUs are based on the average of the high and low share price on the date of vesting, $90.45 on 11/7/2022 (5,000 shares), $75.075 on 10/1/2022 (10,000 shares), $83.50 on 4/30/2023 (20,000 shares and 10,000 shares), and $92.275 on 7/20/2023 (1,000 RSUs), respectively. |

  166. Option Exercises and Stock Vested

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 51 |

  167. Pension Benefits

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

  168. 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, 2023, including certain NEOs. Plan benefits are based generally on a formula that considers the highest consecutive five-calendar-year average of the executive’s annual cash earnings, base salary plus annual cash incentive (final average earnings), not to exceed the IRS-prescribed limit applicable to tax-qualified plans ($330,000 for calendar year 2023). The plan provides an annual benefit accrual for each year of service of 1.0% of final average earnings up to “covered compensation” and 1.5% of final average earnings in excess of “covered compensation, ”limited to 35 years of service. When the employee has attained 35 years of service, the annual accrual is 1.0% of final average earnings. “Covered compensation” is based on the average of Social Security taxable wage bases, and varies per individual based on Social Security retirement age. A small portion of the accrued benefits payable from the plan for each of the NEOs (other than Mr. Dellaquila) includes benefits determined under different but lesser pension formulas for periods of prior service at Company business units. In addition, Messrs. Karsanbhai and Train are no longer accruing pension benefit service under the plan. Mr. Baughman does not participate in the plan. The accumulated benefit that an employee earns over his or her career with the Company is payable upon retirement as a monthly annuity for life with a guaranteed minimum term of five years. The normal retirement age for this plan is 65. Employees who have attained age 55 and 10 years of service are eligible to retire early under the plan. As of September 30, 2023, Mr. Dellaquila and Ms. Bosco were 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 2023 was $265,000 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.

  169. 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 | $468,000 | — | | M. J. Baughman(3) | Emerson Electric Co. Retirement Plan | — | — | — | | R. R. Krishnan | Emerson Electric Co. Retirement Plan | 27 | $480,000 | — | | S. Y. Bosco | Emerson Electric Co. Retirement Plan | 19 | $890,000 | — | | | Emerson Electric Co. Pension Restoration Plan | 19 | $3,386,000 | — | | M. H. Train(3) | Emerson Electric Co. Retirement Plan | 18 | $642,000 | — | | F. J. Dellaquila | Emerson Electric Co. Retirement Plan | 32 | $1,389,000 | — | | | Emerson Electric Co. Pension Restoration Plan | 32 | $8,739,000 | — |

  170. Emerson Pension Restoration Plan

    . Pension Restoration Plan | 32 | $8,739,000 | — | | 52 | PROXY STATEME

  171. Emerson Pension Restoration Plan

    FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | | (1) 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 finan

  172. Emerson Pension Restoration Plan

    al statements for the last completed fiscal year. | | (2) The accumulated benefit is based on service and earnings under the plans through September 30, 2023. The present value has been calculated assuming the accumulated benefit as of September 30, 2023, 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 14 to the Company’s fiscal year 2023 financial statements in the Company’s Annual Report on Form 10-K. Specifically, the interest rate assumption is 6.03% for the Emerson Retirement Plan and 5.99% for the Emerson Restoration Plan and the post-retirement mortality assumption is a based on mortality tables of PRI-2012 no collar, annuitant,

  173. Emerson Pension Restoration Plan

    ex distinct tables projected forward with MP-2021. | | (3) Messrs. Karsanbhai and Train are no longer accruing pension benefit service under the Retirement Plan. Mr. Baughman

  174. 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 amount the participant could have received under the ESIP); and (b) for the Savings Investment Restoration Plan II, 7.5% of the participant’s compensation less (x) the maximum matching amount the participant could have received under the ESIP and (y) any other contribution for the applicable year made on behalf of the participant under the ESIP. Compensation generally includes cash pay (base salary and annual cash incentive) received by a participant, including employee ESIP contributions, and excludes any reimbursements, awards or other payments under equity compensation plans, stock option gains, any severance payments and other incentive payments. Amounts deferred under the plan are 100% vested and are credited quarterly with returns based on the participant’s selection of available investment alternatives, which include an Emerson common stock fund and more than 20 other mutual fund investment alternatives. The Company matching contributions vest 20% each year for the first 5 years of service, after which the participant is 100% vested in all contributions. The matching contributions are credited to a book-entry account reflecting units equivalent to Emerson stock. There are no “above-market earnings” as all earnings are market-based consistent with the investment funds elected. All deferred amounts and Company matching contributions are accounted for on the Company’s financial statements and are unfunded obligations of the Company and paid in cash when benefit payments commence. Generally, distribution of vested account balances occurs in a lump sum no later than one year following termination of employment. Upon retirement, or in other certain instances, participants may receive their account balances in up to 10 equal annual installments, if previously elected. Unvested matching contributions become fully vested upon (i) retirement with Compensation Committee approval on or after the age of 55, (ii) death or disability, (iii) termination of the plan, or (iv) a change of control of the Company. Additionally, under the Savings Investment Restoration Plan II, a participant will be entitled to payment of vested matching contributions only if the Compensation Committee determines that such participant is an executive in good standing at the time the executive terminates employment (whether upon retirement or otherwise); 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.

  175. Nonqualified Deferred Compensation

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 53 |

  176. 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 | 203,125 | 233,062 | 112,225 | — | 1,218,744 | | M. J. Baughman | 222,415 | 61,725 | 52,925 | — | 1,309,091 | | R. R. Krishnan | 190,625 | 39,922 | 50,204 | — | 440,467 | | S. Y. Bosco | 299,708 | 31,557 | 333,797 | — | 3,100,376 | | M. H. Train | 138,917 | 77,781 | 306,031 | — | 1,825,506 | | F. J. Dellaquila | 111,917 | 48,083 | 606,815 | — | 5,794,607 |

  177. Nonqualified Deferred Compensation

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

  178. Nonqualified Deferred Compensation

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

  179. Nonqualified Deferred Compensation

    | (3) Includes amounts reported as compensation for the NEOs in the Summary Compensation Table for prior years. The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2022 and 2021, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Karsanbhai-$341,850 ($175,550), $169,491 ($89,593); Mr. Krishnan-$162,915 ($24,998), $39,884 ($7,801); Ms. Bosco-$309,786 ($28,536); Mr. Train-$263,202 ($127,634), $210,154 ($69,764); Mr. Dellaquila-$142,848 ($41,260), $127,063 ($36,701). 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. |

  180. 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 pages 56 and 57, the terms and conditions of the retirements of Mr. Dellaquila and Ms. Bosco are set forth in letter agreements discussed below. 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.

  181. Payments Made Upon Retirement

    and may enter into extended non-competition agreements. Payments Made Upon Retirement Upon retirement, the Company

  182. Payments Made Upon Retirement

    compensation plans and arrangements provide as follows: | • | The Compensation Committee has the discretion to determine whether any annual cash incentive award would be paid, subject to sat

  183. Payments Made Upon Retirement

    faction of any pre-established performance conditions; | | • | 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

  184. Payments Made Upon Retirement

    ears after retirement, up to the original option term; | | • | 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

  185. Payments Made Upon Retirement

    subject to the satisfaction of performance conditions; | | • | The Compensation Committee has the discretion to determine whether to allow the NEOs to continue to vest in restricted stock following retirement, or to

  186. Payments Made Upon Retirement

    educe the vesting period to not less than three years; | | • | If not previously vested, the NEOs would be vested in Company contributions to the Savings Investment Restoration Plans if retirement occurs with the approv

  187. Payments Made Upon Retirement

    of the Compensation Committee on or after age 55; and | | • | Under the Company’s Pension Restoration Plan, an NEO’s benefit commences after age 65 or later retirement and

  188. Quantification of Payments and Benefits

    | S. L. Karsanbhai | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 35,277,016(7) | | Restricted Stock | —(8) | 2,848,815(9) | 2,848,815(9) | —(8) | —(8) | 7,242,750(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — | | M. J. Baughman | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | $5,988,513(7) | | Restricted Stock | —(8) | 386,280(9) | 386,280(9) | —(8) | —(8) | 965,700(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — | | R. R. Krishnan | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 10,556,038(7) | | Restricted Stock | —(8) | 985,014(9) | 985,014(9) | —(8) | —(8) | 1,641,690(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | — | — | — | — | — | | M. H. Train | | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Death ($) | Disability ($) | Voluntary or For Cause Term. ($) | Invol. Term. not for Cause ($) | Change of Control ($)(12) | | Annual Cash Incentive | —(1) | —(1) | —(1) | —(2) | —(1) | —(3) | | Stock Options | —(4) | —(4) | —(4) | — | — | —(4) | | Performance Shares | —(5)(6) | —(5)(6) | —(5)(6) | —(2)(5) | —(5)(6) | 5,658,051(7) | | Restricted Stock | —(8) | 1,332,666(9) | 1,332,666(9) | —(8) | —(8) | 2,124,540(10) | | Pension Restoration Plan | — | — | — | — | — | — | | Life Insurance Benefits | — | 200,000(11) | — | — | — | — |

  189. Quantification of Payments and Benefits

    | (6) Assumes the Committee does not allow any payout for the performance shares awards granted in 2022 or 2023. See Outstanding Equity Awards at Fiscal Year-End table on page 50. |

  190. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we determined the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee. As is permitted under the SEC rules, to determine our median employee in 2023, we 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, 2023, we collected wages for 61,379 employees. Applying the 5% de Minimis exemption, we excluded 3,044 employees from 6 countries (4.96% of the global workforce), under the 5% de Minimis rule, resulting in a remainder of 58,335 employees. Excluded countries and employee counts were as follows: Colombia (25), Hungary (1,326), Malaysia (664), Slovakia (839), Turkey (116) and Ukraine (74). Applying a valid statistical sampling methodology to the remaining 58,335 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 2023 Summary Compensation Table total compensation and value of nondiscriminatory benefits for our CEO and median employee were $18,334,743, and $47,840, respectively, which includes $17,549 and $8,664 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 47. 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 383:1. 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.

  191. Pay Ratio Disclosure

    | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 59 |

  192. Pay vs. Performance

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

  193. Pay vs. Performance

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

  194. Pay vs. Performance

    | (1) The principal executive officer (“PEO”) and the non-PEO NEOs for each fiscal year are as follows: 2023 – PEO: S. L. Karsanbhai; NEOs: M. J. Baughman, R. R. Krishnan, S. Y. Bosco, M. H. Train and F. J. Dellaquila; 2022 – PEO: S. L. Karsanbhai; NEOs: F. J. Dellaquila, R. R. Krishnan, M. J. Bulanda and S. Y. Bosco; 2021 – PEOs: S. L. Karsanbhai and D. N. Farr; NEOs: F. J. Dellaquila, R. R. Krishnan, M. J. Bulanda, J. P. Froedge, and M. H. Train. |

  195. Pay vs. Performance

    | (2) In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s required valuation methods for this disclosure differ from those required in the SCT. The table below provides the adjustments to the SCT total compensation made to arrive at the compensation actually paid for the PEO and the average for Non-PEO NEOs. The amounts below for performance shares assume that the targeted award is earned, with actual amounts used for the year in which the award vests. |

  196. Pay vs. Performance

    | | 2023 | | 2022 | | 2021 | | | | | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO (Karsanbhai) | PEO (Farr) | Average for Non-PEO | | SCT Total Compensation | $18,317,194 | $4,795,129 | $15,178,106 | $5,294,490 | $15,806,036 | $15,066,763 | $5,524,580 | | Less: Stock Awards column in the SCT | $(12,912,123) | $(2,271,575) | $(11,060,131) | $(3,015,166) | $(12,651,359) | $(11,599,962) | $(3,920,122) | | Less: Change in the Pension Value column of SCT | $(11,000) | $(308,200) | $— | $(494,250) | $(16,000) | $— | $(171,200) | | Add: Fair value of unvested stock awards granted in FY, determined at FYE (a) | $14,327,521 | $2,548,659 | $8,038,447 | $2,191,408 | $15,000,973 | $15,729,328 | $4,955,598 | | Change in fair value of outstanding and unvested stock awards granted in prior FYs from prior FYE to applicable FYE (b) | $4,325,440 | $787,787 | $(3,760,581) | $(1,059,805) | $1,553,550 | $4,512,346 | $1,494,446 | | Change in fair value of stock awards granted during prior FYs that vested during the applicable FY, based on change in fair value from prior FY end to vesting date(c) | $4,246,211 | $1,468,230 | $(568,314) | $(466,769) | $990,662 | $4,861,164 | $647,294 | | Add: Dividends paid during applicable FY prior to vesting date (to the extent not otherwise included) (d) | $763,865 | $232,224 | $375,318 | $223,617 | $353,833 | $992,846 | $231,933 | | Add: Service cost for pension plans(e) | $— | $83,430 | $— | $156,982 | $— | $581,917 | $84,902 | | Add: Prior service cost for pension plans (f) | $— | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $29,057,107 | $7,335,684 | $8,202,846 | $2,830,506 | $21,037,695 | $30,144,401 | $8,847,430 |

  197. Pay vs. Performance

    | 60 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS |

  198. Pay vs. Performance

    | (a) For each fiscal year includes performance share awards granted that year. For fiscal 2021 and fiscal 2022, also includes restricted stock awards granted that year. Amounts are computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized. |

  199. Pay vs. Performance

    | (b) For each fiscal year includes change in fair value for performance share awards, restricted stock awards and RSU awards granted in prior fiscal years that remain outstanding and unvested at the end of that year. |

  200. Pay vs. Performance

    | (c) For each fiscal year includes change in fair value for performance shares awards earned for the performance period ending on September 30 of that fiscal year and restricted stock that vested that year, as of the vesting date. |

  201. Pay vs. Performance

    | (d) Includes the value of dividends on restricted stock and dividend equivalents on performance shares for each fiscal year prior to the vesting date. |

  202. Pay vs. Performance

    | (e) Includes for each fiscal year, the service cost calculated as the actuarial present value of each NEO’s benefit under pension plans attributable to services rendered during the covered fiscal year. |

  203. Pay vs. Performance

    | (f) Includes for each fiscal year, the prior service cost, calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the amendment (or initiation). |

  204. Pay vs. Performance

    | (3) For each fiscal year, includes the cumulative TSR of the Company since September 30, 2020 and the S&P 500 Capital Goods Ind e x calculated in a manner consistent with our stock performance graph in our Annual Report to Shareholders, assuming $100 invested on September 30, 2020 in stock or index, including reinvestment of dividends. |

  205. Pay vs. Performance

    | (4) For each fiscal year, consists of net earnings as disclosed in our annual financial statements, which includes the impact of discontinued operations. In 2023, this impact included the significant gains from the sale of the Company’s majority interest in its Climate Technologies business and the sale of its InSinkErator business. Earnings from continuing operations for each year were: 2023-$2,152, 2022-$1,886 and 2021-$1,414. |

  206. Pay vs. Performance

    | (5) Adjusted EPS is calculated as described in Appendix D, GAAP to Non-GAAP Reconciliations. |

  207. Financial Performance Measures

    | • | Overhang (the sum of the number of shares subject to outstanding equity awards and number available for future grant divided by basic shares outstanding plus our equity overhang) is another measure of the dilutive impact of our equity compensation programs. As of September 30, 2023, the Company’s overhang represented approximately 1.71% of the number of shares outstanding (approximately 4.45% including the 16,000,000 shares to be authorized under the 2024 Plan). |

  208. 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 11, 2024, and no later than August 10, 2024, to be considered timely for purposes of the Company’s 2025 Annual Meeting. To utilize proxy access, among other things, the electing shareholder and proposed nominee must comply with the detailed requirements set forth in our Bylaws, including the provision of the proposing shareholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. In each case the notice must be given to the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136. Any shareholder desiring a copy of the Company’s Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws is available on the Company’s website at www.Emerson.com, Company, Investors, Corporate Governance, Bylaws.

  209. 2024 Equity Incentive Plan

    F SHAREHOLDERS | B-1 | Emerson Electric Co. 2024 Equity Incentive Plan Emerson Electric Co. 2024 Equity Incentive Plan 1. Purpose. The purpose of the 2024 Equity Incentive Plan (the “Plan”) of Emerson Electric Co. (“Emerson” or the “Company”), is to provide the Company the ability to attract and retain talented individuals to serve as officers and employees of the Company through competitive market-based compensation practices. As an integral component of our compensation practices, the Plan encourages Participant equity ownership which provides a strong financial incentive for Participants to strive to meet the Company’s business and strategic objectives that drive shareholder value. 2. Definitions. As used in the Plan, the following words and phrases will have the meanings specified below, unless the context clearly indicates otherwise: (a) “1933 Act” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder. (b) “1934 Act” means the Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder. (c) “Acquisition Award” means Awards granted under the Plan through the settlement, assumption or substitution of outstanding Awards, or through obligations to grant future Awards, in connection with the Company acquiring another entity. (d) “Award” means a grant of Performance Shares, Restricted Shares, Restricted Stock Units, Options, SARs, and Other Share-Based Awards in accordance with the terms of the Plan. (e) “Board” means the Board of Directors of the Company. (f) “CEO” means the Chief Executive Officer of the Company. (g) “Change of Control” of the Company shall mean: (i) the purchase or acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the 1934 Act (excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 20% or more of either the then-outstanding Shares or the combined voting power of Emerson’s then-outstanding voting securities entitled to vote in the election of directors; (ii) the consummation of (A) any reorganization, merger, consolidation or similar transaction involving Emerson, other than a reorganization, merger, consolidation or similar transaction in which the Company’s shareholders immediately prior to such transaction own more than 50% of the combined voting power entitled to vote in the election of directors of the surviving corporation, (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Emerson, or (C) the liquidation or dissolution of Emerson; or (iii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board. To the extent required to avoid the adverse tax consequences under Section 409A of the Code, a Change of Control shall be deemed to occur only to the extent it also meets the requirements for a change in control event for purposes of Section 409A of the Code. (h) “Code” means the Internal Revenue Code of 1986, as amended. (i) “Committee” means the Compensation Committee of the Board or such other committee of the Board as may be authorized from time to time by the Board. (j) “Common Stock” means Common Stock, $0.50 par valu

  210. 2024 Equity Incentive Plan

    per share, of the Company. (k) “Company” means Emerson Electric Co., a M

  211. 2024 Equity Incentive Plan

    souri corporation. | C-1 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | (l) “Double Trigger Event” shall be deemed to occur with respect to an Award if (X) following such Change of Control, the Participant is involuntarily terminated other than for cause or (Y) within two years following such Change of Control, the Participant terminates in one of the following circumstances, which are not remedied by the Company or its successor within 30 days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within 90 days after the Participant’s knowledge of the applicable circumstances): (a) the Participant’s compensation, title, duties or responsibilities are substantially reduced or adversely affected, or (b) the Participant is required to relocate by more than 50 miles the location at which the Participant must provide services as a condition to continued employment, in each case, without written consent; provided that in each case, the Participant must actually terminate employment within 30 days following the Company’s 30 day cure period specified herein. (m) “Fair Market Value” means, as of any date, the closing price of the Company’s Common Stock as reported on the New York Stock Exchange or such other stock exchange or quotation system on which the Shares are then principally listed or quoted; provided, however, that the Committee may adopt any criterion for the determination of such fair market value as it may determine to be appropriate. (n) “Full Value Award” means any Award that is settled in Shares other than: (a) an Option, (b) a SAR or (c) any other Award for which the Participant pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any subsidiary). (o) “Participant” means any eligible individual approved to receive an Award pursuant to Section 4. (p) “Performance Objectives” means any objectives that the Committee establishes with respect to an Award, which may be based upon, without limitation, one or more of the following criteria, or such other criteria as the Committee may determine: sales, profit, operating profit, earnings before interest and taxes (EBIT), adjusted EBIT, earnings before interest, taxes, and amortization (EBITA), adjusted EBITA, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA, pre-tax earnings, earnings, net earnings, any related margins, earnings per share (EPS), adjusted EPS, asset management, cash flow, operating cash flow, free cash flow, free cash flow conversion, days sales outstanding, days payables outstanding, inventory turnover, return on total capital, return on equity, total shareholder return, relative total shareholder return, share price, acquisition and divestiture performance, development and achievement of strategic business objectives, customer satisfaction, new product introductions and performance, cost reductions, manufacturing efficiency, delivery lead time performance, research and development achievements, market share, working capital, geographic expansion, non-cash equity based compensation expense, human resources management, and development and achievement of ESG goals and objectives (including, without limitation, goals regarding diversity, equity and inclusion and the reduction in greenhouse gas emissions). The Performance Objectives may include or exclude specified items of an unusual, non-recurring or extraordinary nature including, without limitation, acquisitions or dispositions, changes in accounting methods, changes in inventory methods, changes in corporate taxation, unusual accounting gains and losses, changes in financial accounting standards, or other extraordinary events causing dilution of or diminution in the Company’s financial results, all as the Committee may deem necessary or desirable to accomplish the purposes of the performance program. (q) “Other Share-Based Awards” means the Awards described in Section 9. (r) “Performance Shares” means the right to receive payment (as determined by the Committee) if one or more specified Performance Objectives are achieved. (s) “Plan” means the 2024 Equity Incentive Plan of Emerson Electric Co. (t) “Restricted Shares” are an Award of Shares subject to restrictions and forfeiture. (u) “Restricted Stock Unit” represents the right to receive one Share on the terms and conditions set forth herein. (v) “SAR” means a stock appreciation right. (w) “SAR Award Amount” means (i) the excess of the Fair Market Value of one Share on the date of exercise over (A) the Fair Market Value on the date the SAR was granted or (B) in the case of an alternative SAR, the per share Option price for the Option in respect of which the alternative SAR was granted multiplied by (ii) the number of Shares as to which the SAR is exercised. (x) “Shares” means shares of Common Stock. (y) “Incentive Stock Option” means an Option to purchase Shares which meets the requirements of Section 422 of the Code, or any successor provision, and which is intended by the Committee to constitute an Incentive Stock Option. (z) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option. (aa

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    “Option” means the right to purchase Shares at a stated price for a speci

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    ed period of time. | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | C-2 | 3. Administration. (a) Committee Membership. The Plan shall be administered by the members of the Committee. The members of the Committee shall be two or more directors, each of whom must satisfy the stated criteria to be considered (i) “non-employee directors” as defined under Rule 16b-3 under the 1934 Act, as in effect from time to time, and (ii) “independent directors”, including as members of a compensation committee, as defined in the rules of any stock exchange or quotation system on which the Shares are then principally listed or quoted. In the event the Committee shall no longer meet the qualification requirements set forth above, the Board shall appoint a new committee to administer the Plan, whose members shall cause the Committee to qualify under Rule 16b-3 and the rules of any stock exchange or quotation system on which the Shares are then principally listed or quoted. (b) Authority. Subject to the express provisions of the Plan, the Committee shall have full authority, in its discretion, to determine the individuals to whom, and the time or times at which, Awards shall be granted and the number of Shares to be subject to each Award. The Committee shall have full authority to interpret the Plan, in its discretion, to determine Awards and the terms thereof (which need not be identical), to establish any rules or regulations (or waive such rules) relating to the Plan which it determines to be appropriate, and to make any other determination which it believes necessary or advisable for the proper administration of the Plan, including, without limitation, the timing of when any termination of employment occurs for purposes of this Plan. Its decisions in matters relating to the Plan shall be final and conclusive on the Company and all Participants. (c) Delegation of Authority. To the extent permitted by applicable laws and regulations and guidelines of the New York Stock Exchange, or any other stock exchange or quotation system on which the Shares are then principally listed or quoted, the Committee may delegate to a sub-committee of the Committee or one or more officers of the Company, including the CEO, any or all of their respective authority and responsibility to administer the Plan; provided that the Committee may not delegate such authority with respect to employees of the Company who are subject to the reporting requirements of Section 16(a) of the 1934 Act to one or more officers of the Company. If the Committee has made such a delegation, then all references to the Committee in this Plan include such other sub-committee or one or more officers to the extent of such delegation. 4. Eligibility. Participants in the Plan shall consist of such employees of the Company, its subsidiaries, or any other entities in which the Company has a significant equity or other interest as determined by the Committee (such other entities hereinafter referred to as “affiliates”), or of any subsidiary of its subsidiaries or affiliates, who may, but need not be, officers of the Company or of its subsidiaries, affiliates or divisions, and to whom the Committee shall make any Award under the Plan. 5. Shares Covered by the Plan. (a) Number of Shares. Subject to adjustment as provided in Section 11, the total number of Shares covered by the Plan shall be 16,000,000 Shares. Notwithstanding the foregoing, the aggregate number of Shares available for issuance and/or delivery under the Plan shall be reduced by one Share for each Share delivered in settlement of any Award. (b) Reservation of Shares. The Company will allocate and reserve in each fiscal year a sufficient number of Shares for issuance upon the exercise of Share-based Awards granted under the Plan. The Company may, in its discretion, use Shares held in the Treasury or authorized but unissued Shares for the Plan, subject to payment of any required par value. (c) Determination of Shares Available for Delivery. In the event any award of Shares under this Plan is cancelled, forfeited, terminated or otherwise expires (“cancelled”) on account of termination of a Participant’s employment, failure to meet Performance Objectives, or for any other reason, the Committee may again award the Shares cancelled to an existing or new Participant. In the event any Shares are tendered or withheld in satisfaction of any tax withholding requirement, such Shares tendered or withheld will not be available again under the Plan. Shares subject to Acquisition Awards shall not reduce the maximum number of Shares available for delivery under the Plan. If any Option is exercised by tendering Shares, either actually or by proof of ownership, to the Company as full or partial payment in connection with the exercise of an Option under this Plan, the full number of Shares for which the Option is exercised shall be deemed delivered to the Option holder for purposes of determining the maximum number of Shares available for issuance and/or delivery under the Plan. Any Shares that are repurchased by the Company on the open market or in private transactions will not be added to the aggregate number of Shares available for issuance and/or delivery under the Plan, even if the aggregate price paid for such repurchased Shares does not exceed the cumulative amount received in cash by the Company for the exercise of Options or issuance of Awards granted under the Plan. The full number of Shares for which an SAR is exercised shall be deemed to have been delivered to an SAR holder for purposes of determining the maximum number of Shares available for delivery under the Plan. (d) Individual Limits. (i) Annual Limits on Awards. The maximum number of Shares for which Awards may be granted to a participant under this Plan during any calendar year shall be 1,000,000, subject to adjustment as provided in Section 11. (ii) Limit on Incentive Stock Options. I

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    no event shall more than 16,000,000 Shares be available for granting Ince

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    ive Stock Options. | C-3 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 6. Performance Shares; Performance Period; Performance Objectives. The Committee, in its discretion, may grant Awards of Performance Shares, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Committee shall determine. Any Award of Performance Shares to a Participant for a specified performance period under the Plan which is cancelled as provided in Section 5 shall continue to be counted against the maximum number of Performance Shares which may be granted to such Participant for such period. Shares shall not be issued or delivered at the time of an Award of Performance Shares, but a Performance Share Award shall represent the right to receive payment (as determined by the Committee pursuant to Section 6(e) hereof) if one or more specified Performance Objectives are achieved. The Performance Objectives may be established from time to time by the Committee. Performance Objectives need not be the same in respect of all Participants and may be established separately for the Company as a whole or for its various groups, divisions, subsidiaries and affiliates, all as the Committee may determine, in its discretion. The Performance Objectives shall be established at the beginning of the applicable performance period. Performance periods may overlap. Awards of Performance Shares may be conditioned on the Participant’s continued employment by the Company or a subsidiary or affiliate over the performance period or in any other manner the Committee may determine. (a) Performance Programs. Performance Share Awards shall be made pursuant to performance programs as follows: (b) Performance Programs; Initial Grants. After the approval of this Plan by the Board, the Committee shall establish one or more performance programs each with a specified objective or objectives and a specified performance period over which the specified objective or objectives are targeted for achievement. Participants may be awarded Shares in any one or more of the performance programs. In making its determination of who shall be Participants in any performance program the Committee shall take into account such factors as the Participant’s level of responsibility, job performance, potential for growth, level and types of compensation and such other factors as the Committee deems relevant. (c) Subsequent Awards. During the performance period of a performance program, additional Performance Shares may be awarded (subject to the maximum number provided for above) in the discretion of the Committee, either (i) to new Participants in the performance program or (ii) if circumstances of significant promotion or additional responsibility so warrant, to any one or more of the initial Participants in the performance program. (d) Notice of Awards. Upon the making of any Award of Performance Shares by the Committee, the Participant shall be advised of the number of Performance Shares awarded and of the terms of the Award. (e) Performance Share Payment. The Committee has the authority to select appropriate Performance Objectives, from the objectives set forth in Section 2(p), and applicable performance targets for each performance program. At the time it establishes the performance targets the Committee shall establish the formula or other methodology for determining the portion of Performance Shares that will be earned based on the level of achievement of the performance target or targets, including the setting of any minimum or maximum payouts for any target objective in any performance period. After the completion of a performance period, the Company’s performance shall be measured against the performance targets, and the Committee shall determine what portion of a Performance Shares award was earned based on the established formula or other methodology. The Committee may not make any payout greater than the amount earned under the established formula or methodology. Payout shall be in an amount equal to the Fair Market Value of one Share on the date the Committee determines the level of achievement of the applicable performance target (following the expiration of the applicable performance period), multiplied by the number of Performance Shares earned. The Committee may not otherwise increase the amount of payment that would be paid upon attainment of a Performance Objective. The Committee may, in its absolute discretion and where determined to be in the best interests of the Company, adjust downward the amount paid out pursuant to an earned award. For the purposes hereof market value as of any date shall be the value as of said date as reasonably determined by the Committee. Payment amounts may be paid in Shares and cash, or in any combination thereof as determined by the Committee. (f) Time of Payment. Subject to the provisions of this Section 6(f), distribution of amounts earned by a Participant, based on the level of achievement of the applicable target Performance Objective, shall be made no later than the March 15 of the calendar year following the year after the Performance Shares have been earned based on the level of achievement of the applicable Performance Objectives, unless payment of the Performance Shares is subject to specified vesting conditions after attainment of the Performance Objective(s), in which case payment shall be delayed until such vesting conditions have been satisfied and shall be made within 60 days thereafter. Notwithstanding the foregoing, the Committee may provide, in its discretion at the time of the award or otherwise in accordance with Section 409A of the Code, for a fixed date upon which any additional vesting conditions must be satisfied and that, in the event the Committee later determines to allow payment pursuant to Section 6(g) on account of retirement, death, disability or otherwise, such Performance Shares shall be paid on the same date that such Shares would otherwise have been paid if such additional vesting conditions had been satisfied, or for such other time of payment as the Committee shall determine at the time of the award, provided that such time of payment shall meet the requirements of Section 409A of the Code. The Committee may, in its discretion, require or permit Participants to elect to defer the payment of Performance Shares, and any dividend equivalents associated therewith, under such rules and procedures as it may establish under this Plan, an award agreement, or such other program as it may establish for such purpose. (g) Conditions to Payment. Except as otherwise herein provided or determined by the Committee, a Participant, in order to be entitled to receive any payment on Performance Shares awarded, must be in the employ of the Company or a subsidiary or affiliate of the Company (or a subsidiary of a subsidiary or affiliate) on the expiration of the relevant performance period and upon the date of payment (or

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    e date payment would have otherwise occurred but for a deferral election)

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    and must have been | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | C-4 | continuously in the employ of the Company or a subsidiary or affiliate (or a subsidiary of a subsidiary or affiliate) from the date of the Award of the Performance Shares except for leaves of absence which may be approved by the Committee. No vested interest in any payment under the Shares shall accrue during the term of the performance period and no payment in respect of the Shares shall be required to be made to any Participant whose employment with the Company or a subsidiary or affiliate (or a subsidiary of a subsidiary or affiliate) is terminated, with or without cause, prior to the time such Participant is entitled or would have otherwise been entitled to receive a distribution hereunder but for a deferral election; provided, however, (a) except as otherwise provided by the Committee, that if a Participant in the Plan retires upon the attainment of age 60 prior to the time such Participant is to receive distribution (or would have received such distribution but for a deferral election) on any Performance Shares awarded, the amount of payment to such Participant shall be determined based on the level of achievement of the Performance Objectives as determined at the end of the performance period and pro-rated in such manner as the Committee shall reasonably determine, and (b) that the Committee may provide, subject to the level of achievement of the Performance Objectives as determined at the end of the performance period, for such pro-rata or other payment (or no payment), as it may determine, to a Participant whose employment terminates (on account of death, disability or otherwise) prior to the time the Participant is entitled to receive distribution of Performance Shares and prior to the Participant’s retirement at age 60. If termination is on account of death, the Committee may provide for payment of any distribution it authorizes to the Participant’s surviving spouse, heirs or estate, as the Committee may determine. (h) Determination of Achievement of Objectives. The Committee, in regard to any performance program adopted by it, shall determine the level to which the Performance Objectives of any program have been met. In making this determination, the Committee shall apply the accounting results, as audited at the end of any fiscal year by the Company’s independent registered public accounting firm, but may adjust such Performance Objectives or the related results for unusual, nonrecurring or extraordinary items. Prior to making a Performance Shares payment, the Committee shall certify in writing the achievement of the applicable Performance Objective(s) and the earned amount of the Award(s) to be paid. 7. Restricted Shares and Restricted Stock Units. The Committee may grant Awards of Shares to eligible Participants which are subject to a Restriction Period but not subject to performance programs or Performance Objectives, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Committee shall determine. Such Share grants shall be Restricted Shares, provided that the Committee may award Restricted Stock Units in lieu of Restricted Shares. An award of Restricted Shares is an award of actual Shares subject to restrictions and forfeiture. A Restricted Stock Unit represents the right to receive one Share on the terms and conditions set forth herein. Except as provided for in Section 10, or as otherwise approved by the Committee, Restricted Shares and Restricted Stock Units shall be forfeitable if the holder resigns or is discharged from the employ of the Company (or a subsidiary or affiliate, or a subsidiary of a subsidiary or affiliate, as the case may be) during a Restriction Period specified by the Committee. Such Restricted Shares and Restricted Stock Units (including any dividend equivalents thereon) shall be issued and delivered in accordance with, forfeitable based upon, and otherwise subject to such other terms and conditions as may be specified by the Committee in an Award agreement, which shall be signed by the Participant at the time of the Award, or in any other written instrument delivered to the Participant therewith or referenced therein. After the grant of any such Award, the Committee may waive any of the terms and conditions thereof and may reduce the Restriction Period applicable thereto. The Committee may require or permit Participants to elect to defer the settlement of Restricted Stock Units, and any dividend equivalents associated therewith, under such rules and procedures as it may establish under this Plan, an Award agreement, or such other program as it may establish for such purpose. 8. Stock Options and SARs. (a) Stock Options. The Committee may grant Incentive Stock Options to employees of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code or Nonqualified Stock Options to such eligible persons under Section 4 as may be selected by the Committee. Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (i) Option Prices. The purchase price of the Common Stock under each Option shall not be less than 100% of the Fair Market Value of the Common Stock at the time of the granting of the Option. (I) Payment of Option Prices. The purchase price is to be paid in full upon the exercise of the Option, (i) in cash, (ii) by the tender either actually or by proof of ownership to the Company of Shares, owned by the optionee and registered in the optionee’s name or held for the optionee’s benefit by a registered holder, having a fair market value equal to the cash exercise price of the Option being exercised, with the fair market value of such stock to be determined in such appropriate manner as may be provided for by the Committee or as may be required in order to comply with, or to conform to the requirements of, any applicable laws or regulations, or (iii) by any combination of the payment methods specified in clauses (i) and (ii) hereof; provided, however, that no Shares may be tendered in exercise of an Incentive Stock Option if such Shares were acquired by the optionee through the exercise of an Incentive Stock Option or an employee stock purchase plan described in Section 423 of the Code, unless (i) such Shares have been held by the optionee for at least one (1) year and (ii) at least two (2) years have elapsed since such Option was granted. The optionee may facilitate the exercise of an Option, in lieu of directly paying the Option price in cash or Shares owned by the optionee, through the sale of a portion of such Shares by a third party, other than the Company, in accordance with the rules and proce

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    res adopted by the Committee. The cash proceeds from sales by the Company

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    f stock subject to | C-5 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | an Option are to be added to the general funds of the Company and used for its general corporate purposes. The Shares received by the Company as payment of the Option price are to be added to the Shares held in the Company’s Treasury. (ii) Option Amounts. The maximum aggregate Fair Market Value (determined at the time an Option is granted) of the Common Stock of the Company with respect to which Incentive Stock Options are exercisable for the first time by any optionee during any calendar year (under all plans of the Company and its subsidiaries) shall not exceed $100,000 or such other amount specified in Section 422(d) of the Code. (iii) Term of Options. The term of each Option shall be not more than ten (10) years from the date of granting thereof or such shorter period as is prescribed in the Award agreement. Within such limit, Options will be exercisable at such time or times, and subject to such restrictions and conditions, as the Committee shall, in each instance, approve, which need not be uniform for all optionees. The holder of an Option shall have none of the rights of a shareholder with respect to the Shares subject to Option until such Shares shall be issued and delivered to such holder upon the exercise of the Option. (iv) Non-Transferability of Options. Each Option granted under the Plan shall, by its terms, be non-transferable otherwise than by will or the laws of descent and distribution and an Option may be exercised, during the lifetime of an optionee, only by such optionee; provided, however, that the Committee may permit an optionee to transfer a Nonqualified Stock Option, or cause the Company to grant a Nonqualified Stock Option that would otherwise be granted to a Participant, to any one or more of the following: a Participant’s descendant, spouse, descendant of a spouse, spouse of any of the foregoing, a trust established primarily for the benefit of any of the foregoing, or of such Participant, or to an entity which is a corporation, partnership, or limited liability company (or any other similar entity) the owners of which are primarily the aforementioned persons or trusts. Any such option so transferred or granted directly to the aforementioned persons, trusts or entities in respect of a Participant shall be subject to the provisions of the Award agreement, if any, concerning the exercisability during the Participant’s employment. (v) Notwithstanding anything herein to the contrary, a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its affiliates shall not be granted an Incentive Stock Option unless the purchase price is at least 110% of the Fair Market Value of the Common Stock at the time of grant of the Option and the Option is not exercisable after the expiration of five years from the time of grant of the Option. (vi) Incentive Stock Options. The Company shall not be liable to a Participant or other person if it is determined for any reason by the Internal Revenue Service, any court having jurisdiction, or any other entity that any Options intended to meet the requirements to qualify as Incentive Stock Options are not incentive stock options as defined in Code Section 422. (b) Stock Appreciation Rights. The Committee may grant SARs to such eligible persons under Section 4 as may be selected by the Committee. SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (i) Grant. The Committee may grant under the Plan a SAR for any number of Shares. Each SAR granted shall specify a time period for exercise of such SAR, which shall not be more than ten (10) years from the date of grant. The Committee may grant to an optionee an alternative SAR for all or any part of the number of Shares covered by Options. If an alternative SAR is granted, the SAR agreement shall specify the Options in respect of which the alternative SAR is granted. Any subsequent exercise of specified Options by the holder thereof shall reduce the alternative SAR by the same number of Shares as to which the Options are exercised. Any exercise of the alternative SAR shall reduce the holder’s specified Options by the same number of Shares as to which the SAR is exercised. An alternative SAR granted to an Option holder shall specify a time period for exercise of such SAR, which time period may not extend beyond, but may be less than, the time period during which the corresponding Options may be exercised (subject to the minimum provided above). The failure of the holder of the alternative SAR to exercise such SAR within the time period specified shall not reduce the holder’s Option rights. The Committee may later grant to the holder of an Option that is not an Incentive Stock Option an alternative SAR covering all or a portion of such Shares, provided, however, that the aggregate amount of all Shares covered by an alternative SAR held by an Option holder shall at no time exceed the total number of Shares covered by such holder’s unexercised Options. (ii) Exercise. A SAR shall be exercised by the delivery to the Company of a written notice which shall state that the individual elects to exercise his or her SAR as to the number of Shares specified in the notice and which shall further state what portion, if any, of the SAR Award Amount the holder thereof requests be paid in cash and what portion, if any, the holder requests be paid in Shares. The Company shall promptly pay to such holder the SAR Award Amount in such proportion. (iii) Other Provisions of Plan Applicable. All provisions of the Plan applicable to Options granted hereunder shall apply with equal effect to SARs. Not in limitation of the prior sentence, it is expressly provided that no SAR shall be transferable otherwise than by will or the laws of descent and distribution, and a SAR may be exercised during the lifetime of the holder thereof only by such holder, except as provided in Section 8(a)(iv) for Options. Further, and not in limitation of the first sentence of this Section 8(b)(iii), in the event of

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    Change of Control, the SARs shall be treated in the same fashion as Optio

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    under Section 10. | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | C-6 | 9. Other Share-Based Awards. Subject to the terms of this Plan, the Committee may grant to Participants other types of Awards not described in Sections 6, 7 and 8, which shall be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Shares or cash. Without limitation, such Other Share-Based Award may include the issuance of (a) unrestricted Shares, which may be awarded in lieu of cash compensation to which a Participant is otherwise entitled, in exchange for cancellation of a compensation right (except as prohibited by Section 13(h)), as a bonus, upon the attainment of Performance Goals or otherwise or (b) rights to acquire Shares from the Company. The Committee shall determine all terms and conditions of any Other Share-Based Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Other Share-Based Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of grant of the Award; and provided further that the date of grant cannot be prior to the date the Committee takes action to approve the Award. 10. Change of Control. With respect to a Participant, to the extent the Participant has in effect an Award agreement, or employment, retention, change of control, severance or similar agreement, or is covered by a change of control, severance or similar plan or policy that specifically provides for the treatment of an Award upon a Change of Control (or upon certain terminations of employment or service following a Change of Control), then such provisions shall control over the remainder of the provisions of this Section 10. In all other cases, the following provisions of this Section 10 shall apply. (a) If a Double Trigger Event occurs with respect to an Award in connection with a Change of Control, Participants then holding such Awards shall hold such Awards fully vested, and, to the extent applicable, be entitled to receive a payout, assuming, with respect to Awards subject to Performance Objectives for which the performance period has not been completed at the time of the Change of Control, that the specified performance periods had elapsed and the Performance Objectives relating thereto had been fully achieved (at the highest level provided in the Award, whether target, or maximum, as applicable) free of any conditions, to the extent consistent with Code Section 409A. (b) If holders of Performance Shares are entitled to payment pursuant to Section 10(a) in respect of a Double Trigger Event, then the required payment shall be made in cash. Any payment pursuant to this Section 10 will be made at the time and manner specified herein, in the applicable Award or as otherwise provided under a deferral election. (c) The Committee shall have discretion to determine whether Awards are being appropriately assumed or substituted in connection with a Change of Control. Without limiting the generality of the foregoing, the Committee shall have the authority to determine that Awards granted under the Plan are being appropriately assumed or substituted if the terms of such Awards remain substantially the same except that (i) following the Change of Control each such Award shall become entitled to the consideration received by the holder of one share of Common Stock pursuant to such Change of Control, or, (ii) if such consideration does not consist solely of shares of the acquirer’s common stock, each Award becomes entitled to an amount of the acquirer’s common stock equal in fair value to the consideration received by the holder of one share of Common Stock in such Change of Control. (d) The Committee shall have authority to devise procedures allowing for such assumption or such payment or any other procedures the Committee determines to be appropriate to administer the Awards in connection with a Change of Control. (e) If the Committee determines that Awards granted under the Plan are being appropriately assumed by, or equivalent awards are being substituted by, the acquirer, then no waiver or consent shall be required of any Participant to make effective, nor may any such Participant object to, such assumption or substitution by the acquirer. (f) In addition, in the event of a Change of Control, if the Committee determines that Awards are not being appropriately assumed by the acquirer or an equivalent award substituted by the acquirer or where the Committee determines that cash or cash equivalents are the sole or primary form of consideration to be received by the shareholders of the Company in connection with the Change of Control), the Committee may cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event, to the extent consistent with Section 409A of the Code. In the case of any Option or SAR with an exercise price (or the Fair Market Value on the date the SAR was granted in the case of a SAR) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or SAR without the payment of consideration therefor. 11. Adjustments for Changes in Common Stock and Certain Other Events. In the event of stock dividends, extraordinary cash dividends, recapitalizations, mergers, consolidations, stock splits, spin-offs, split-offs, split-ups, combinations, spin-outs, reverse stock splits or similar matters affecting outstanding Shares during the term of the Plan, appropriate revision shall be made (i) the aggregate number and class of Shares available under the Plan and the individual limits set forth in Section 5(d), (ii) in the applicable Performance Objectives of performance programs, (iii) for the adjustment in the number and class of Shares subject to each outstanding Option or SAR, the Option prices and SAR exercise amounts, and (iv) in the number and kind of shares of common stock or other consideration awarded to reflect the effect of such stock dividend, extraordinary cash dividend, recapitalization, merger, consolidation, stock split, spin-off, split-off, split-up, combination, exchange of shares, spin-out, reverse stock split or similar matter on the interests of the Participants in the Plan. In the event the Company, a subsidiary or an affiliate, enters into a transaction described in Section 424(a) of the Code with any other corporation, the Committee may grant Options or SARs to employees or former employees of such corporation in substitution of Options or SARs previously granted to them upon such terms and conditions as shal

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    be necessary to qualify such grant as a substitution described in Section

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    24(a) of the Code. | C-7 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | 12. Non-Assignability. Rights under the Plan and in respect of Shares issued or delivered under the Plan are not transferable and may not be assigned or pledged by any Participant at any time, and no recognition shall be required to be given by the Company to any attempted assignment of any rights hereunder or of any attempted assignment of the Shares. This non-assignability shall not apply to any Shares delivered to Participants hereunder after such Shares shall be fully vested in the holder thereof, except the transfer or resale of Shares may be restricted by applicable securities laws, including by reason of the 1933 Act as set forth in Section 13(a) hereof. 13. Additional Provisions Applicable to Awards. (a) Payments in Common Stock. Shares delivered to Participants hereunder in satisfaction of Awards so delivered after the release of any conditions applicable thereto may nonetheless thereafter be restricted stock under the Securities Act of 1933, as amended (the “1933 Act”), and the certificates for such Shares may have a legend imprinted thereon restricting the resale, hypothecation or further transfer of said Shares except in a registered offering or pursuant to an available exemption from registration. (b) No Rights as Shareholder. The grant of an Award to a Participant in the Plan shall create no rights in such Participant as a shareholder of the Company until such time and to the extent that the Participant is delivered Shares pursuant to such Participant’s Award; provided that holders of Restricted Shares granted hereunder shall have such rights as are expressly provided for herein and in the terms of the Award. (c) Form of Awards. The Committee may establish one or more forms of Award certificates or agreements which set forth terms or conditions of Awards, including confidentiality, noncompetition, nonsolicitation or other restrictive covenants or other provisions. (d) Time of Award. An Award under the Plan shall be deemed to be made on the date on which the Committee, by formal action of its members duly recorded in the records thereof makes an Award, provided that such Award is evidenced by a written notice, certificate or agreement executed on behalf of the Company within a reasonable time after the date of such action. Notwithstanding the foregoing, the Committee may require as a condition to the effectiveness of any Award that an Award agreement with respect to such Award be executed on behalf of the Company and/or by the Participant to whom the Award evidenced thereby shall have been granted and such executed Award agreement be delivered to the Company. (e) Compliance with Applicable Law. Notwithstanding any other provision of this Plan, the Company shall have no obligation to grant any Award or issue any Shares under the Plan or make any other distribution of benefits under this Plan unless, in the opinion of the Company, such grant, issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the registration and other requirements of the 1933 Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. The Company shall be under no obligation to any Participant to register for offering or resale, or to qualify for exemption under the 1933 Act, or to register or qualify under the laws of any state or foreign jurisdiction, any Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for Shares delivered pursuant to Awards with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal, state and foreign securities laws. The Company may also require such other action or agreement by the Participants as may from time to time be necessary to comply with applicable securities laws. To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. (f) Minimum Vesting Period. Except for Acquisition Awards, all Awards granted under the Plan that may be settled in Shares must have a minimum vesting period of one (1) year from the date of grant, provided that such minimum vesting period will not apply to Awards with respect to up to five percent (5%) of the number of shares covered by the Plan, provided, however, that the foregoing does not prohibit the Committee from granting Awards that contain rights to accelerated vesting on termination of employment, retirement, death or disability or otherwise accelerate vesting. (g) Dividends and Dividend Equivalents. (i) The Committee may authorize the payment of an amount equal to cash dividends on Awards of Performance Shares or Restricted Stock Units, or on a portion thereof, awarded to Participants in the Plan; provided that, if the Committee determines that all or any portion of any such Award is not earned, vested or payable, then any dividend equivalents paid on Shares in excess of the total Shares ultimately earned, vested or payable under the applicable Award will be subject to recovery, deduction and clawback by the Company, including, but not limited to, through reduction of any payout of any Award. Unless otherwise determined by the Committee, Restricted Shares shall be entitled to receive cash dividends when paid on the Shares; provided that, if the Committee determines that all or any portion of any such Award is not earned, vested or payable, then any dividends paid on Shares in excess of the total Shares ultimately earned, vested or payable under the applicable Award may be subject to recovery, deduction and clawback by the Company, including, but not limited to, through reduction of any payout of any Award. (ii) In no event shall the Plan or any Award agreement hereunder provide that dividend equivalents o

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    any similar cash payments be made with respect to any Options or SARs gra

  225. 2024 Equity Incentive Plan

    ed under the Plan. | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | C-8 | (h) Prohibition on Repricing. Without prior shareholder approval, in no event (other than as provided under Section 11) shall (i) the Plan or any Award agreement hereunder be amended or adjusted to reduce the exercise price of any outstanding Option or SAR, (ii) outstanding Options or SARS be canceled in exchange for either (x) Options or SARs with a lower exercise price or (y) any other equity or non-equity plan award, or (iii) the Company repurchase any Option or SAR which has an exercise price less than the then current fair market value of the Common Stock. (i) Withholding. The Committee may require the Company to withhold from any payment due to a Participant (under this Plan or otherwise) any amount necessary to satisfy income tax withholding requirements in respect of any payment due under this Plan; and for this purpose may withhold cash and the Shares deliverable in respect of any Award. Alternatively, the Committee may require the Participant to pay to the Company such cash amount or additional cash amount as may be necessary to satisfy withholding requirements in which case such Participant shall be entitled to receive delivery of all Shares due hereunder. Upon vesting of any Award, the Company may withhold sufficient Shares to satisfy its withholding obligations for federal, state, local income and other taxes regardless of jurisdiction on such payment, or may withhold cash from any amounts otherwise payable with respect to the Award. Notwithstanding the foregoing, for any Award under the Plan, in the case of a Participant who is subject to Section 16 of the 1934 Act, the Company shall, as required by applicable law, withhold sufficient Shares to satisfy the Company’s obligation to withhold for federal, state and other taxes regardless of jurisdiction, provided that prior to such withholding, the Committee may approve in advance an alternative method of withholding. (j) Fractional Shares. No fractional Shares shall be issued under the Plan, and the Committee shall determine the treatment of any fractional Shares that would otherwise be payable in connection with any Award. 14. Miscellaneous. (a) Amendments. The Committee shall have the authority to make amendments and revisions of this Plan, provided that no amendments or revisions of the Plan shall be made without the consent of the shareholders of the Company if such amendment or revision would increase the aggregate number of Shares which may be granted or securities which may be issued under the Plan or which would, by applicable law or rule, require such approval. (b) No Right of Continued Service. No Participant in the Plan shall have any right as a Participant in the Plan to continue in the employ of the Company or of any of its subsidiaries for any period of time, or any right to a continuation of such Participant’s present or any other rate of compensation; and such rights and powers as the Company now has or which it may have in the future to dismiss or discharge any Participant from employment or to change the assignments of any Participant are expressly reserved to the Company. (c) Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any subsidiary, except as expressly provided in writing in such other plan or an agreement thereunder. (d) Term of Plan; Approval by Shareholders. The term of the Plan shall become effective on the date of its approval by the shareholders of the Company. The Plan shall terminate ten (10) years after such date of shareholder approval or earlier if the Board, in its discretion, elects to terminate the Plan. Awards outstanding at the time of any Plan termination will continue in full force and effect and will not be affected thereby. (e) Separability of Provisions. With respect to Participants subject to Section 16 of the 1934 Act, this Plan and transactions hereunder are intended to comply with all applicable provisions of Rule 16b-3 or its successors. To the extent that any provision of the Plan or action of the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee. (f) Governing Law. To the extent that Federal law does not otherwise control, the Plan shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to the conflict of laws rules thereof. (g) Clawback. Notwithstanding any other provisions of this Plan, any Award under this Plan shall be subject to such deductions, clawback, recoupment or recovery as may be required to be made (x) pursuant to any applicable policy adopted by the Company which provides for such deduction, clawback, recoupment or recovery, as currently effective or subsequently amended, or (y) to the extent required pursuant to any currently effective or subsequently adopted law, government regulation or stock exchange listing requirement. Any Award under this Plan shall be conditioned upon the Participant’s compliance with all practices and policies under the Company’s Ethics and Compliance Program, including the Company’s Code of Conduct and Code of Ethics, and that a Participant’s actions will reflect the Company’s Core Value of Integrity. Any violation of the Company’s Ethics and Compliance Program may result in the forfeiture of any Award under this Plan or the repayment of any amounts paid under any Award under this Plan. (h) Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among the Company and its subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Sh

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    es held in the Company or its subsidiaries and affiliates; and Award deta

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    s (the “Data”), to | C-9 | PROXY STATEMENT FOR EMERSON 2024 ANNUAL MEETING OF SHAREHOLDERS | implement, manage and administer the Plan and Awards. The Company and its subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Company may cancel Participant’s ability to participate in the Plan and, in the Company’s sole discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 14(h). (i) Sub-Plans. The Committee may, but is not required to, establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Such sub-plans, if any, shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed. (j) Provisions for Foreign Participants. The Committee may modify Awards granted to Participants who are foreign nationals employed or residing outside the United States or establish sub-plans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. (k) Unfunded Plan. This Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, its affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its affiliates, and a Participant or successor. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. (l) Limits of Liability. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligations created by this Plan and any Award agreement or certificate pursuant thereto. Except as may be required by law, neither the Company nor any member or former member of the Board or the Committee, nor any other person participating in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken, or not taken, in good faith under this Plan. To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against any loss, liability, judgment, damage, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan. (m) Code Section 409A. The Options and SARs granted under this Plan are intended to be exempt from the requirements of Code Section 409A, and the Plan and all Awards hereunder shall be interpreted consistent with this intent. (n) Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. ********* Approved by the Board of Directors on November 7, 2023, subject to approval of the s

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    reholders of the Company at the Company’s Annual Meeting of Shareholders o