DEF 14A of Rockwell Automation, Inc, Dec 20, 2023

DEF 14A of Rockwell Automation, Inc

Filed Dec 20, 2023 · FY20230001308179-23-001086

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

  4. NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

    NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

  5. NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

    | Alice L. Jolla | | | Age 58 Director since: 2023 Committees: Audit Board Composition and Corporate Governance INDEPENDENT | Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services, Microsoft Corporation (technology and software) EXPERIENCE: Alice L. Jolla is the Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services at Microsoft Corporation. She joined Microsoft Corporation in 2007 and has held management positions of increasing responsibility, most recently serving as the Corporate Controller from 2014 until July 2020. Before joining Microsoft Corporation, Ms. Jolla completed a two-year industry fellowship with the Financial Accounting Standards Board. She also held accounting management positions at Dow Chemical Company and Union Carbide Corporation. OTHER LEADERSHIP POSITIONS: Ms. Jolla serves as the secretary of the board and chair of the Committee on Corporate Reporting for Financial Executives International, and a corporate advisory board member for the National Association of Black Accountants, Inc. She also served on the board of several civic and charitable organizations. QUALIFICATIONS: Ms. Jolla brings to our Board extensive expertise in financial processes, including those specific to SaaS business models, leading world-class, diverse global teams, and risk management. In her role, Ms. Jolla oversees teams responsible for corporate accounting, financial reporting, shared services, business intelligence, controls and compliance, and controllership of multiple operating subsidiaries of Microsoft. She also leads the special development of all managers within the Microsoft finance organization adding strong human capital management experience to the Board. Ms. Jolla’s previous experience serving as the Microsoft Corporate Controller responsible for the Corporate Accounting function gives her critical insight into public company financials, financial reporting, and internal controls. Her leadership, financial experience, and commitment to diversity, equity and inclusion further strengthen the Board’s governance capacity. Ms. Jolla holds a Bachelor of Science in accounting from Louisiana State University and a Master of Business Administration from the University of Charleston. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Relevant Technology and Innovation • Financial/Accounting • Risk and Governance Oversight |

  6. NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

    | Lisa A. Payne | | | Age 65 Director since: 2015 Committees: Audit (Chair) Compensation and Talent Management INDEPENDENT | Former Vice Chairman and Chief Financial Officer, Taubman Centers, Inc. (real estate investment trust) EXPERIENCE: Ms. Payne served as Vice Chairman and Chief Financial Officer of Taubman Centers, Inc. from 2005 to 2016. She joined Taubman in 1997, serving as the Executive Vice President and Chief Financial and Administrative Officer until 2005. Before joining Taubman, she was an investment banker with Goldman Sachs & Co. for ten years. Ms. Payne also served as Chairman of the Board of Soave Enterprises LLC and President of Soave Real Estate Group (property management) from 2016 through March 2017. OTHER LEADERSHIP POSITIONS: Ms. Payne has been a director of Masco Corporation since 2006, where she serves as Chair of the Board and on the Audit (Chair) and Organization & Compensation Committees. Ms. Payne is also a director of Leaf Home Solutions, where she serves as Chair of the Audit Committee. Ms. Payne served as a director of Taubman from 1997 until March 2016 and J.C. Penney, Inc. from 2016 until December 2020. She is a former trustee of Munder Series Trust and Munder Series Trust II, two open-end management investment companies. She also serves as a director or trustee of several educational and charitable organizations. QUALIFICATIONS: Ms. Payne brings strong leadership, operational, and finance experience to our Board. During her tenure at Taubman, she led the company through key operational and strategic initiatives. Her executive experience and leadership roles give her critical insights into company operations, growth strategy, competition, compensation plans, employee engagement, diversity and inclusion initiatives, and information technology that assists our Board in its oversight function. Her past experience as a CFO and investment banker provide the Board with financial, accounting, and corporate finance expertise. She has a high level of financial literacy and accounting experience that provides the Board with expertise in understanding and overseeing financial reporting and internal controls. In addition, her board and board committee experience at Taubman, Masco, and J.C. Penney give her significant insight into the governance, compensation, risk management, and compliance-related matters of public companies. Ms. Payne received her Bachelor of Science degree in Biology from Elizabethtown College and holds an M.B.A. from the Fuqua School of Business Administration, Duke University. KEY QUALIFICATIONS: • Executive Leadership • Financial/Accounting • Relevant Technology and Innovation • Risk and Governance Oversight |

  7. NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

    | | ITEM 1: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION AS DIRECTORS OF THE TWO NOMINEES DESCRIBED ABOVE. |

  8. NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 24 |

  9. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

  10. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | James P. Keane | | | Age 64 Director since: 2011 Lead Independent Director Committees: None INDEPENDENT | Retired President and Chief Executive Officer, Vice Chair, Steelcase Inc. (office furniture) EXPERIENCE: Mr. Keane served as President and Chief Executive Officer of Steelcase Inc. from March 2014 to October 2021. He held several leadership roles after joining Steelcase in 1997. He served as Senior Vice President and Chief Financial Officer from 2001 through 2006. He was named President of the Steelcase Group in 2006, where he had responsibility for the sales, marketing, and product-development activities of certain brands-primarily in North America. In 2011, he assumed leadership of the Steelcase brand across the Americas and Europe, the Middle East, and Africa. From November 2012 to April 2013, he served as Chief Operating Officer, responsible for the design, engineering and development, manufacturing, sales, and distribution of all brands in all countries for Steelcase. From April 2013 to March 2014, Mr. Keane served as President and Chief Operating Officer. OTHER LEADERSHIP POSITIONS: Mr. Keane served as Vice Chair until January 2022 and as a director of Steelcase from April 2013 until his retirement in January 2022. He also serves as a director or trustee of a number of civic and charitable organizations. QUALIFICATIONS: As retired President and Chief Executive Officer and retired Vice Chair of the board of a global public company, Mr. Keane brings significant business experience and knowledge to the Board. Through his executive roles at Steelcase, he has extensive leadership experience and a comprehensive understanding of business operations, processes, and strategy, as well as risk management, sales, marketing, and product development. In addition, he has a high level of financial literacy and accounting experience, having served as CFO of Steelcase. His understanding of financial statements, accounting principles, internal controls, and audit committee functions provides the Board with expertise in addressing the complex financial issues that the Company manages. Mr. Keane received his Bachelor of Science degree in Accounting from the University of Illinois and holds a master’s degree in management from the Kellogg School of Management, Northwestern University. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Financial/Accounting • Industry/Operational/Manufacturing • Sales and Marketing • Risk and Governance Oversight |

  11. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | Blake D. Moret | | | Age 61 Director since: 2016 Committees: None | Chairman of the Board, President and Chief Executive Officer EXPERIENCE: Mr. Moret became our President and Chief Executive Officer in July 2016, and Chairman of the Board in January 2018. He served as Senior Vice President, Control Products and Solutions, from April 2011 until July 2016. OTHER LEADERSHIP POSITIONS: Mr. Moret serves on the Executive Committee of the National Association of Manufacturers (NAM), on the Board of FIRST Robotics, and as a director or member of a number of business, civic, and community organizations. Mr. Moret previously served on the board of PTC, Inc. from July 2018 to August 2023. QUALIFICATIONS: As our Chairman and CEO, Mr. Moret has proven leadership skills and deep knowledge of the Company and its business operations and strategy. Mr. Moret is accelerating the Company strategy by focusing on understanding customer needs and their best opportunities for productivity, combining our technology and domain expertise to deliver positive business outcomes, and simplifying our customers’ experience. He began his career as a sales trainee with the Company in 1985, serving in senior positions across the organization, including marketing, solutions, services, product groups, and international assignments in Europe and Canada. In his previous role, he served as Senior Vice President, Control Products and Solutions, one of the Company’s two previous business segments. Mr. Moret contributes his risk and governance oversight skills gained through his experience serving on a public company board. He has a deep understanding of the Company’s values, culture, people, technology, and customers. He understands how to drive change and growth in a changing global economy. Mr. Moret brings valuable insights to the Board regarding our operations, technology, culture, industry trends, competitive positioning, and strategic direction. Mr. Moret received his Bachelor of Science degree in mechanical engineering from the Georgia Institute of Technology. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Industry/Operational/Manufacturing • Relevant Technology and Innovation • Sales and Marketing • Risk and Governance Oversight • Financial/Accounting |

  12. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 25 |

  13. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | Thomas W. Rosamilia | | | Age 62 Director since: 2016 Committees: Compensation and Talent Management Technology (Chair) INDEPENDENT | Retired Senior Vice President, IBM (technology) EXPERIENCE: Mr. Rosamilia most recently served as Senior Vice President at IBM until his retirement in June 2023. In his 30-plus years with IBM he held a series of leadership positions. Mr. Rosamilia held the position of Senior Vice President, IBM Software where he directed IBM’s product design and investment strategy, expert labs, global software product development, marketing and field operations across the company’s vast software portfolio. During his career Mr. Rosamilia was also the Senior Vice President of IBM Systems and Technology Group and Integrated Supply Chain, General Manager of IBM’s WebSphere software division, General Manager of IBM Systems and Technology Group, and Vice President of IBM Corporate Strategy. In November 2015, he was appointed Economic Advisor to the Governor of Guangdong Province of the People’s Republic of China. Mr. Rosamilia led the global IBM Systems business and acted as a local representative of IBM Corporate Headquarters in Beijing, China from 2017 to 2018. OTHER LEADERSHIP POSITIONS: Mr. Rosamilia has served on the boards of several charitable and business organizations. QUALIFICATIONS: Mr. Rosamilia brings a high level of technological, strategic, and global business experience to the Board. Through his leadership experience at IBM, he has a deep understanding of technology development, operations, risk management, cybersecurity, sustainability, and strategy. He led IBM’s semiconductor, servers, storage, and system software business; all of IBM’s supply chain; and IBM’s Global Business Partners organization. During that time, he oversaw the transformation of IBM’s Systems & Technology Group business to better address clients’ higher-value, data-driven IT requirements, which included making major investments in strategic businesses and initiatives while exiting businesses that were not aligned with client demands. In 2013, Mr. Rosamilia helped to lead the creation of the OpenPOWER Foundation, a collaboration around open server product design and development. Mr. Rosamilia has also overseen many acquisitions and significant divestitures. As General Manager of IBM Systems & Technology Group’s System z and Power Systems, he was responsible for all facets of both businesses, including strategy, marketing, sales, operations, technology development, and overall financial performance. He has extensive cybersecurity experience, including overseeing IBM’s cybersecurity program, CISO organization, and security software portfolio. Mr. Rosamilia received his Bachelor of Science degree, with majors in computer science and economics, from Cornell University. He also completed the IBM Strategic Leadership Forum at Harvard Business School. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Financial/Accounting • Industry/Operational/Manufacturing • Relevant Technology and Innovation • Sales and Marketing • Risk and Governance Oversight |

  14. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | Patricia A. Watson | | | Age 57 Director since: 2017 Committees: Compensation and Talent Management (Chair) Technology INDEPENDENT | Chief Information and Technology Officer, NCR Atleos Corporation (software corporation) EXPERIENCE: Ms. Watson has served as Chief Information and Technology Officer at NCR Atleos Corporation since the company’s corporate reorganization in October 2023. In this role she leads the company’s information and technology team and technology leadership council. Prior to the corporate reorganization she served as the Chief Information Officer at NCR Corporation from October 2022 until October 2023. She previously held the role of President, Cloud Collaboration from September 2020 to June 2022 at Intrado Corporation and Co-President, Enterprise Collaboration upon joining the company in January 2020 until September 2020. She is the former Senior Executive Vice President and Chief Information Officer of Total System Services (TSYS) (financial services), a role she held from 2015 until 2019 when Global Payments, Inc. acquired TSYS. Before joining TSYS, she served as Vice President and Global Chief Information Officer for The Brink’s Company. Previously Ms. Watson worked with Bank of America for more than fourteen years in technology positions of increasing responsibility and spent ten years in the United States Air Force as executive staff officer, flight commander, and director of operations. OTHER LEADERSHIP POSITIONS: Ms. Watson served as a director of USAA Federal Savings Bank from September 2020 until February 2023 and as a director for Texas Capital Bancshares from February 2016 to September 2020. QUALIFICATIONS: Ms. Watson brings extensive technology and executive experience to the Board. She has strong strategic leadership, business, financial oversight, and technical skills. As President of Intrado’s Cloud Collaboration Ms. Watson was responsible for delivering Unified Collaboration as a Service (Ucaas) for enterprise and mid-market clients leveraging cloud-based technologies. She has experience setting company enterprise technology strategy to enable future global growth. Her background and expertise in information technology and cybersecurity give her critical insights into new technologies, business models, risk identification and management, and talent and strategy. She has valuable experience and knowledge in the areas of audit and control and compliance. Ms. Watson is also experienced in human capital management through her oversight of the human resources function in a prior role and has strong cybersecurity experience having managed and having responsibility for information security at multiple large organizations. She also brings the benefits of her board experience at USAA Federal Savings Bank and Texas Capital Bancshares. Ms. Watson holds a Bachelor of Science degree in mathematics from St. Mary’s College at Notre Dame and an M.B.A. from the University of Dayton. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Industry/Operational/Manufacturing • Relevant Technology and Innovation • Risk and Governance Oversight |

  15. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 26 |

  16. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

  17. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | William P. Gipson | | | Age 66 Director since: 2020 Committees: Board Composition and Corporate Governance (Chair) Technology INDEPENDENT | Retired President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer, The Procter & Gamble Company (consumer goods company) EXPERIENCE: Mr. Gipson served as President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer of Procter & Gamble from 2017 until his retirement in 2019. He joined Procter & Gamble in 1985 and held management positions of increasing responsibility including serving as Senior Vice President of Research and Development, Asia Innovation Centers in Singapore, Japan and China from 2015 to 2017, and Beauty Care Sector Senior Vice President for R&D from 2011 to 2015. OTHER LEADERSHIP POSITIONS: Mr. Gipson has been a director of ManpowerGroup since November 2020 where he serves on the People, Culture and Compensation committee. He previously served on several not-for-profit Boards, including CityLink and University of Alabama STEM Pathway to an MBA, the Executive Leadership Council, The United Negro College Fund, and The National Action Council for Minorities in Engineering. QUALIFICATIONS: Mr. Gipson brings extensive leadership, innovation, business transformation, and global business experience to the Board. He leverages his experience as a former top executive for a global public company to guide the Company in the areas of product, packaging, and process innovation and market expansion. He also concurrently served as Chief Diversity and Inclusion Officer for eight years until his retirement, which adds robust and knowledgeable experiences to draw from in the Board’s role in oversight of Company culture and diversity and inclusion initiatives. Mr. Gipson has international management experiences having served in leadership roles in South America and Singapore supporting Procter & Gamble’s business in each region, in particular creating a half billion dollar business for a product new to South America. Mr. Gipson received his Bachelor of Science degree in Chemical Engineering from the University of Alabama. KEY QUALIFICATIONS: • Executive Leadership • Industry/Operational/Manufacturing • Relevant Technology and Innovation • Financial/Accounting • Risk and Governance Oversight • Global Business |

  18. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | Pam Murphy | | | Age 50 Director since: 2019 Committees: Audit Technology INDEPENDENT | Chief Executive Officer, Imperva, Inc. (cybersecurity and software services provider) EXPERIENCE: Ms. Murphy is Chief Executive Officer of Imperva, Inc., a cybersecurity software and services provider. Before assuming her current role, she served as Chief Operating Officer for Infor, Inc., a global leader in business cloud software products for industry-specific companies and markets, having joined Infor in 2010. Prior to Infor, Ms. Murphy spent 11 years at Oracle Corporation, with responsibility for global sales operations, consulting operations in Europe, the Middle East, and Africa, and field finance for Oracle’s global business units. Before Oracle, she provided strategy, direction, and counsel to clients at Andersen Consulting and Arthur Andersen. OTHER LEADERSHIP POSITIONS: Ms. Murphy has been a director of Visa, Inc., a world leader in digital payment technology, since April 2023, where she serves on the Nominating and Governance and Finance Committees. Ms. Murphy was previously a director of MeridianLink, Inc., a leading provider of cloud-based software solutions for financial institutions from July 2021 until March 2023. QUALIFICATIONS: As Chief Executive Officer of Imperva, Ms. Murphy brings strong leadership and operational experience to the Board. She has extensive cybersecurity, technology, business development and strategy, global business, and finance experience. This expertise and Ms. Murphy’s strong executive leadership and risk management skills were gained in her current role and in previous roles as Chief Operating Officer of Infor, Inc., a global leader in business cloud software products (2011-2019), Senior Vice President, Corporate Operations of Infor (2010-2011), and as Oracle’s Vice President, Finance & Operations (2007-2010) and Consulting Operations for Europe (2000-2007). Her background and expertise in leading technology companies include a wide range of responsibilities for global operational and financial functions, which aids in the provision of Board oversight in these areas. Ms. Murphy’s experience with leading and building teams to sell to the manufacturing industry, go-to-market solutions, and leading sales and marketing functions brings additional depth to her role on the Board. Ms. Murphy received her Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland. KEY QUALIFICATIONS: • Executive Leadership • Financial/Accounting • Global Business • Industry/Operational/Manufacturing • Sales and Marketing • Risk and Governance Oversight • Relevant Technology and Innovation |

  19. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 27 |

  20. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | Donald R. Parfet | | | Age 71 Director since: 2008 Committees: Audit Board Composition and Corporate Governance INDEPENDENT | Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund LP (venture capital fund) EXPERIENCE: Mr. Parfet has served as Managing Director of Apjohn Group since 2001. Before that, he served as Senior Vice President of Pharmacia Corporation (pharmaceuticals). OTHER LEADERSHIP POSITIONS: Mr. Parfet has been a director of Kelly Services, Inc. since 2004, where he also previously served as non-executive Chairman of the Board, and a director of Masco Corporation since 2012, where he serves on the Corporate Governance and Nominating and Compensation and Talent Committees. From 2003 until November 2019, Mr. Parfet served as a director of Sierra Oncology, Inc. He also serves as a director or trustee of a number of business, civic, and charitable organizations. QUALIFICATIONS: Mr. Parfet brings extensive finance and industry experience to the Board. He has served as General Partner of a venture capital fund since 2003. In this role, he is an active investor in early stage pharmaceutical companies, which requires evaluating financial and development risk associated with emerging medicines. During his years at The Upjohn Company and its successor, Pharmacia & Upjohn, he had extensive financial and corporate staff management responsibilities and ultimately senior operational responsibilities for multiple global business units. He is experienced in leading business development, strategic planning, risk assessment, human resource planning, and financial planning and control, as well as the manufacturing of pharmaceuticals, chemicals, and research instruments. Mr. Parfet has board oversight and corporate governance experience from his current service on other boards. Mr. Parfet received his Bachelor of Arts degree in Economics from the University of Arizona and holds an M.B.A. from the University of Michigan. KEY QUALIFICATIONS: • Executive Leadership • Financial/Accounting • Industry/Operational/Manufacturing • Risk and Governance Oversight |

  21. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | Robert W. Soderbery | | | Age 57 Director since: 2022 Committees: Audit Technology INDEPENDENT | Executive Vice President and General Manager, Flash Business, Western Digital Corporation (computer storage) EXPERIENCE: Mr. Soderbery is Executive Vice President and General Manager, Flash Business for Western Digital Corporation, a position he has held since October 2021. In this role he is responsible for all aspects of the flash memory business, including all portfolio strategy, product development and business results, and engineering and product management teams. Before joining Western Digital, he was President at Uplift, Inc., a fintech company, from 2017 until 2021, where he was responsible for all business, engineering, and operations functions. Prior to joining UpLift, Mr. Soderbery was Senior Vice President and General Manager, Enterprise Products and Solutions, at Cisco Systems. QUALIFICATIONS: Mr. Soderbery brings strong technology, business development, global business and operational experience to the Board. His experience in previous roles leading technology companies includes building cloud-based platforms, IoT software and hardware solutions, engagement with global customers, manufacturers, and suppliers, and leadership of global innovation teams. Mr. Soderbery’s extensive technology experience provides a breadth of knowledge to draw from in the Board’s role of oversight of the Company’s innovations, technology roadmap, and product portfolio. He also brings great depth of knowledge in the review of technology acquisitions, which strengthens the Board’s ability to provide such oversight. Mr. Soderbery received his Master of Science in computer science from Stanford University and Bachelor of Science in electrical engineering from the California Institute of Technology. KEY QUALIFICATIONS: • Executive Leadership • Global Business • Financial/Accounting • Industry/Operational/Manufacturing • Relevant Technology and Innovation • Risk and Governance Oversight |

  22. CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 28 |

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation program is designed to attract and retain qualified directors, fairly compensate directors for the time they spend in fulfilling their duties, and align their compensation directly with the interests of shareowners. The Board Composition and Corporate Governance Committee determines the form and amount of director compensation, with discussion and approval by the full Board. The Committee relies on Willis Towers Watson to provide input on director compensation trends. The Committee benchmarks its director compensation on an annual basis relative to proxy data available for companies of similar size ($5-14 billion revenue range) resulting in a broad group of over 125 companies, the S&P 500, and our Compensation Peer Group used for our NEOs (as defined below in the Peer Group section of the Compensation Discussion and Analysis). The market data analysis is a significant factor in our compensation determinations. The Board believes that a meaningful portion of director compensation should be in the form of our common stock to further align the economic interests of directors and shareowners. Employees who serve as directors do not receive any compensation for their director service.

  24. ANNUAL DIRECTOR COMPENSATION

    ANNUAL DIRECTOR COMPENSATION The elements of our director compensation program include: an annual retainer of $307,500, delivered in both cash and equity awards, and leadership fees for our Lead Independent Director and Committee Chairs. The following table describes each element of director compensation for fiscal 2023.

  25. ANNUAL DIRECTOR COMPENSATION

    | | Annual Retainer | | Committee Chair Fees(2) | Lead Independent Director Fee | | | Cash | Common Stock | Cash | Cash | | Annual Amount | $107,500 | $200,000(1) | Varies by Committee and role | $40,000 | | Timing of Payment/Award | Paid in equal installments on 1st business day of each quarter | Granted in December (or pro-rata amount upon initial election to the Board) | Paid in equal installments on 1st business day of each quarter | Paid in equal installments on 1st business day of each quarter | | Deferral Election Available | Yes | Yes | Yes | Yes | | Dividends | Not Applicable | Yes | Not Applicable | Not Applicable |

  26. ANNUAL DIRECTOR COMPENSATION

    | (1) The $200,000 equated to 770 shares granted under the 2020 Long-Term Incentives Plan on December 9, 2022, based on the closing price of our common stock on the NYSE on that date of $259.81. The grant date coincides with the date of the annual long-term incentive awards for our management team on the date of the Compensation and Talent Management Committee meeting in December. A prorated amount of $129,167, which equated to 453 shares, was granted to Ms. Jolla, who was elected as a director on February 8, 2023, based on the closing price of our common stock on the NYSE on that date of $285.42. | | (2) Committee Chair fees recognize the greater workload and responsibilities of directors who serve in these roles. Annual Committee member fees were eliminated since fiscal 2020 to allow for consistency, simplicity, and flexibility for Committee member rotations. |

  27. ANNUAL DIRECTOR COMPENSATION

    | | Audit Committee | Compensation and Talent Management Committee | Board Composition and Corporate Governance Committee | Technology Committee | | Chair Annual Amount | $30,000 | $25,000 | $25,000 | $25,000 | | Member | $0 | $0 | $0 | $0 |

  28. ANNUAL DIRECTOR COMPENSATION

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 29 |

  29. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table shows the total compensation earned by each of our non-employee directors during fiscal 2023.

  30. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | William P. Gipson | 120,000 | 200,000 | 0 | 0 | 10,134 | 330,134 | | J. Phillip Holloman(5) | 53,750 | 200,000 | 0 | 0 | 14,886 | 268,636 | | Alice L. Jolla(6) | 69,278 | 129,167 | 0 | 0 | 0 | 198,445 | | Steven R. Kalmanson | 120,000 | 200,000 | 0 | 0 | 0 | 320,000 | | James P. Keane | 142,500 | 200,000 | 0 | 0 | 0 | 342,500 | | Pam Murphy | 107,500 | 200,000 | 0 | 0 | 0 | 307,500 | | Donald R. Parfet | 127,500 | 200,000 | 0 | 0 | 20,205 | 347,705 | | Lisa A. Payne | 135,000 | 200,000 | 0 | 0 | 0 | 335,000 | | Thomas W. Rosamilia | 132,500 | 200,000 | 0 | 0 | 10,000 | 342,500 | | Robert W. Soderbery | 107,500 | 200,000 | 0 | 0 | 681 | 308,181 | | Patricia A. Watson | 120,000 | 200,000 | 0 | 0 | 9,896 | 329,896 |

  31. DIRECTOR COMPENSATION TABLE

    | (1) This column represents the amount of cash compensation earned in fiscal 2023 for Board and Committee Chair service (whether or not deferred and whether or not the directors elected to receive restricted stock units in lieu of cash fees). Includes the Lead Independent Director fee for Messrs. Parfet and Keane for the first and second half of the fiscal year, respectively. | | (2) Values in this column represent the grant date fair value of stock awards computed in accordance with accounting principles generally accepted in the United States (U.S. GAAP). On December 9, 2022, each director, except Ms. Jolla, received 770 shares under the 2020 Long-Term Incentives Plan with an aggregate grant date fair value of $200,000 in payment of the common stock portion of the annual retainer. The grant date coincides with the date of the annual long-term incentive awards for our management team on the date of the Compensation and Talent Management Committee meeting in December. A prorated amount of $129,167, which equated to 453 shares, was granted to Ms. Jolla, who was elected as a director on February 8, 2023, based on the closing price of our common stock on the NYSE on that date of $285.42. The amounts shown do not correspond to the actual value that may be realized by the directors. Directors may elect to defer the annual share awards by electing instead to receive the same number of restricted stock units. As of September 30, 2023, Messrs. Gipson, Parfet, and Soderbery had restricted stock units outstanding of 2,498, 2,162, and 278, respectively. These restricted stock units were granted under the 2020 Long-Term Incentives Plan and 2003 Directors Stock Plan as compensation for services as directors. | | (3) Aggregate earnings in fiscal 2023 on the directors’ deferred cash compensation balance was $17,327 for Ms. Murphy. We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column does not include these amounts. | | (4) This column consists of cash dividend equivalents paid on restricted stock units for Messrs. Gipson, Holloman, Parfet, and Soderbery of $10,134, $14,886, $10,205, and $681, respectively, and the Company’s matching donations under the Company’s matching gift program for Messrs. Parfet and Rosamilia, and Ms. Watson, of $10,000, $10,000, and $9,896, respectively. This column does not include the perquisites and personal benefits provided to each director because the aggregate amount provided to each director was less than $10,000. | | (5) Mr. Holloman retired effective February 8, 2023. | | (6) Ms. Jolla was elected as a director on February 8, 2023. |

  32. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024 No changes were made to the director’s compensation for fiscal 2024. We believe the current fees align with benchmarks, fairly compensate directors for the time they spend in fulfilling their duties, help to attract and retain qualified directors, and align their compensation directly with the interests of shareowners.

  33. DIRECTOR COMPENSATION FOR FISCAL 2024

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 31 |

  34. COMPENSATION PROGRAM OVERVIEW

    | • | Attract, Retain, and Motivate High Caliber Executive Officers - Provide competitive compensation opportunities based on market data in areas where we compete for talent that allow us to attract, retain, and motivate a high caliber executive team | | • | Pay for Performance - A significant portion of the executive’s compensation should be “at-risk” and linked to the executive’s individual contributions and to the Company’s performance, including delivery of financial results, culture evolution, and strategic objectives | | • | Transparency - Promote transparency and understanding of our programs | | • | Reinforce Succession Planning - Compensation programs support the objectives of the succession planning process for executives | | • | Aligned with Company Goals and Shareowner Interests - Continual review of program offerings and designs to align and evolve with shareowner interests | | • | Promotes Long-Term Growth - Compensation programs focused on long-term and sustainable growth while maintaining focus on profitability and shareowner value creation | | • | Provide Limited Perquisites - Provide only limited perquisites and other personal benefits | | The performance measures included within our incentive plans are aligned with shareowner interests: | | | • | Annual incentive: Organic sales growth, Adjusted Earnings Per Share (EPS), Free cash flow, Organic Annual Recurring Revenue (ARR) Growth | | • | Long-term incentive: Relative Total Shareowner Return (TSR) and stock price performance |

  35. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | Element | Form of Award | Description | Period | 2023 Total Target Direct Compensation Mix | | | | | | | CEO | Other NEOs | | Base Salary | Cash | Competitive pay based on scope, experience, individual performance, and internal alignment. | One year | | | | Annual Incentive (ICP) | Cash | Performance on four key financial goals with plus or minus adjustment up to 10% of target incentive for performance against strategic goals and cultural transformation across our four cultural tenets including 1) strengthen our commitment to integrity, diversity, and inclusion, 2) be willing to compare ourselves to best alternatives, 3) increase the speed of decision making, and 4) have a steady stream of fresh ideas. Additionally, positive or negative adjustments can be made for segment, team, and individual performance. Actual payouts can range from zero to 200% of target incentive. | One year | | | | Long-Term Incentive (LTI) | Performance Shares (40%) | Realized value based on TSR performance relative to the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment). Payout can range from zero to 200% of target. | Vest after three years | | | | | Stock Options (30%) | Realized value based on appreciation in stock price relative to original grant price. Appreciation can be realized during the ten-year life of the award. | Vest over three years in three equal annual installments | | | | | Restricted Stock Units (30%) | Realized value based on our stock price performance | Vest over three years in three equal annual installments | | |

  36. EXECUTIVE COMPENSATION BEST PRACTICES

    | • Compensation program design and annual benchmarking of executive pay levels based on data from nationally recognized compensation consulting firms • Rigorous executive stock ownership requirements • Overseen by independent directors with significant experience and knowledge of the drivers of our long-term performance | • Incentive compensation clawback policy for all our officers • Annual assessment of compensation plan risk • Incentive thresholds and targets reward improved year-over-year and long-term financial performance • Balanced use of absolute and relative performance incentive metrics | • No employment agreements with officers • Limited use of change of control agreements, including no excise tax gross-ups, with a double-trigger requirement for equity vesting • Limited use of perquisites • Annual review of compensation consultant independence and performance |

  37. ALIGNING PAY WITH PERFORMANCE

    | • | Our employees’ knowledge of our customers and their applications and our technology are key factors that make our long-term business strategy work. | | • | It is important to align the compensation of our leadership with our long-term business strategy. Our short- and long-term incentive plans focus the management team’s efforts in the areas that are critical to the success of our long-term business strategy. | | • | The quality of our leadership has a direct impact on our performance and success. | | • | Rockwell Automation has a long-standing and strong orientation toward pay for performance in its executive compensation program. We maintain this orientation throughout economic cycles that may cause fluctuation in our operating results and compensation outcomes. The fiscal 2023 compensation of our NEOs, as explained in the Fiscal 2023 Compensation Decisions section below, aligns with our annual and long-term performance and shareowners’ interests. | | • | A significant portion of an executive’s compensation should be variable. The variable portions of our annual incentive plan (ICP) and long-term incentives (LTI) are directly linked to our performance and the creation of shareowner value. As shown in the charts below, 91% of the CEO’s target compensation, and approximately 82% of the other NEOs’ target compensation, was compensation at-risk in fiscal 2023: |

  38. COMPENSATION REVIEW PROCESS

    | JUNE OR JULY | | AUGUST OR SEPTEMBER | | OCTOBER OR NOVEMBER | | DECEMBER | | | Review market trends and practices. Review incentive plans to ensure they continue to align with the Company’s strategy. | | Review peer group and compensation risk. Approve changes to next fiscal year’s incentive design, if warranted. | | Review market data and tally sheets for the NEOs. Determine performance share payouts for performance period just ending. | | Finalize annual compensation decisions: base pay for the coming year, ICP payout for the performance period just ending, ICP targets set for next fiscal year, and target LTI awards for the performance period just beginning. | |

  39. PEER GROUP

    PEER GROUP The Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and to ensure that our executive compensation program supports our recruitment and retention needs. The compensation review process incorporates the prevalent market practice of using a defined peer group for benchmarking NEO pay levels and practices. Reflecting our growth in information technology and industrial operational technology software solutions, we incorporate specific industry sectors as part of the selection process for a relevant benchmark to our labor market for executive talent. Following an annual review of our Compensation Peer Group, led by Willis Towers Watson, the Committee did not make any changes from the 2022 Compensation Peer Group and the following 20 companies remain for 2023:

  40. PEER GROUP

    | 2023 COMPENSATION PEER GROUP | | | | | AMETEK, Inc. Amphenol Corporation Corning Incorporated Dover Corporation Emerson Electric Co. Fortive Corporation Intuit Inc. Keysight Technologies, Inc. NCR Corporation NetApp, Inc. Palo Alto Networks | Parker-Hannifin Corporation Sanmina Corporation Seagate Technology, PLC Synopsys, Inc. TE Connectivity Trimble Inc. VMware, Inc. Xerox Holdings Corporation Zebra Technologies Corporation | Peer Group Selection Criteria • Revenue (Approximately .5 to 2.0 times our revenue) • Industry business focus: • Industrial machinery, • Electrical components and manufacturing services, and • Technology hardware and software • Market capitalization reviewed and considered Percentile Positioning Relative to Peers | | | | | 47TH | 58TH | | | | REVENUE | MARKET CAPITALIZATION |

  41. PEER GROUP

    We also consider broader market data in setting each element of our NEOs’ and other officers’ compensation. In particular, the Committee reviewed custom industry market data from the results of surveys provided by Willis Towers Watson and Aon. This custom benchmarking includes specific industry sectors that best represent our labor market, size-adjusted based on revenue to yield an index of approximately 250 companies. The Company is near the median revenue of both this broader-based benchmark group and the Compensation Peer Group (collectively, the “Peer Groups”). We believe our compensation review process provides appropriate information based on where we compete for talent and aligns with best practices in the market. This process provides flexible and effective total compensation opportunities relative to our corporate performance and aligned with shareowner interests.

  42. PEER GROUP

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 39 |

  43. BASE SALARY

    | • | Our Peer Groups’ benchmarks and external market factors; | | • | Our performance and the performance of the NEOs’ business segments (where applicable), as well as the NEOs’ performance compared to operating and leadership objectives; | | • | Scope, experience, skills, and recent significant promotions or changes in role or responsibilities; | | • | Internal equity among the NEOs; | | • | Expected future contributions and leadership; and | | • | Salary increase plans for other employees. |

  44. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION We provide annual incentive opportunities to our NEOs under our ICP.

  45. NEO TARGETS

    NEO TARGETS At the start of each fiscal year, or upon hire, we establish for each executive an incentive compensation target equal to a percentage of the individual’s base salary effective as of the fiscal year-end period. For the NEOs, the target is based on our Peer Groups’ benchmark with adjustments to reflect internal equity and other subjective factors.

  46. NEO TARGETS

    | Name | Annual Incentive Target % of Base Salary | | Blake D. Moret | 150% | | Nicholas C. Gangestad | 100% | | Scott A. Genereux | 80% | | Rebecca W. House | 80% | | Frank C. Kulaszewicz | 80% |

  47. 2023 PERFORMANCE AND PAYOUT RESULTS

    2023 PERFORMANCE AND PAYOUT RESULTS The following table shows the 2023 financial goals used to determine award payouts under our ICP for fiscal 2023 and our performance compared to those goals. Our strong execution, resilient operating model, continued investments in new ways to win, and customer-focused culture enabled us to significantly exceed our fiscal 2023 growth and performance targets. Based on our above target performance of all four financial measures, we had 2023 ICP plan performance of 160.6% of target incentive for our NEOs. In 2023, we also made progress on all four of our culture tenets, including an increase in the representation of U.S. people of color, including in leadership roles, and woman globally, achieving best in class safety performance, removing barriers to execution, and developing our next horizon strategy and objectives. Given the impact this progress had on our fiscal year 2023 results and how it positions us well for the future, upon recommendation of our CEO, the Committee made a positive adjustment of 5% of targeted ICP payouts resulting in a fiscal 2023 incentive plan earned payout percentage of 165.6% before individual, team, or segment adjustments.

  48. 2023 PERFORMANCE AND PAYOUT RESULTS

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 41 |

  49. 2023 PERFORMANCE AND PAYOUT RESULTS

    | (1) Adjusted EPS for ICP, organic sales growth, organic ARR growth, and free cash flow for ICP are non-GAAP measures, see Other Information and Supplemental Financial Information sections below for the reconciliation to our externally reported results. |

  50. 2023 PERFORMANCE AND PAYOUT RESULTS

    The following table includes the fiscal 2023 incentive payment calculations for our NEOs.

  51. 2023 PERFORMANCE AND PAYOUT RESULTS

    | Name | Fiscal Year End Base Salary ($)X | Annual Incentive Target % of Base Salary (%)X | Fiscal 2023 Incentive plan earned payout (%) | = | Fiscal 2023 Incentive Payments ($) | | Blake D. Moret | 1,210,456 | 150% | 165.6% | | 3,006,773 | | Nicholas C. Gangestad | 859,040 | 100% | 165.6% | | 1,422,570 | | Scott A. Genereux | 644,280 | 80% | 165.6% | | 853,542 | | Rebecca W. House | 663,624 | 80% | 165.6% | | 879,169 | | Frank C. Kulaszewicz(1) | 775,216 | 80% | 155.6% | | 964,989 |

  52. 2023 PERFORMANCE AND PAYOUT RESULTS

    | (1) Mr. Kulaszewicz’s fiscal 2023 incentive plan earned rate payout was reduced from 165.6% to 155.6% based on business results in the segment that he led as recommended by the CEO and approved by the Committee. |

  53. 2023 PERFORMANCE AND PAYOUT RESULTS

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 42 |

  54. LONG-TERM INCENTIVES (LTI)

    LONG-TERM INCENTIVES (LTI) The principal purpose of our long-term incentives is to reward management for creating shareowner value and to align the financial interests of management and shareowners. The creation of shareowner value is important not only in absolute terms, but also relative to the value created as compared to other investment alternatives available to our shareowners. The Committee approves annual LTI awards for the CEO and executive officers, including the other NEOs, by individual and the CEO recommends to the Committee the LTI awards for other employees in total as a group. As a critical element of our executive compensation program, at-risk long-term incentives make up the largest component of total pay for our NEOs. In fiscal 2023, the overall structure of our LTI program for executives continued to have three components with allocation of stock options, performance shares, and restricted stock to the following percentages of the total LTI value: The allocation of annual LTI awards is based on our review of market practices for our Peer Groups, our pay for performance philosophy, and strong emphasis on creating shareowner value and attracting and retaining talent. We generally make annual LTI awards near the beginning of each fiscal year at the same time the Committee performs its annual management performance evaluation and takes other compensation actions. Annual LTI awards for officers occur on the same date as annual LTI awards for our other professional and managerial employees and our Board of Directors. As the grant date for our annual LTI awards generally occurs on the day the Committee meets in the first quarter of our fiscal year, the grant date is set in advance when the schedule of Committee meetings is arranged. We do not grant LTI awards in anticipation of the release of material non-public information. Similarly, we do not time the release of information based on LTI award grant dates. We occasionally make LTI awards to new executives as they are hired or current executives when promoted or to address retention during the year. These awards are approved by the Committee, and the award date is the date the award is approved or, if later, the start date for a new executive or promotion. In determining the fiscal 2023 annual LTI awards for the NEOs, the following factors were considered:

  55. LONG-TERM INCENTIVES (LTI)

    | • | Information on each NEO’s total compensation compared to the compensation for similar positions at the companies in the Peer Groups; | | • | Internal comparisons with other officers; | | • | Historical information regarding the NEOs’ long-term compensation opportunities; and | | • | Individual past and expected future contributions to our long-term performance. |

  56. LONG-TERM INCENTIVES (LTI)

    The following table includes the aggregate grant date fair value of awards granted in fiscal 2023. These amounts were determined using the valuation method described in the Grants of Plan-Based Awards Table and may not correspond to the actual value that may be realized by the NEOs. The awards reflect the Committee’s assessment of leadership and competencies demonstrated in the role and performance in the role and position to market benchmarks of our Peer Groups.

  57. LONG-TERM INCENTIVES (LTI)

    | Name | Fiscal Year 2023 LTI ($) | | Blake D. Moret | 10,000,338 | | Nicholas C. Gangestad | 3,200,535 | | Scott A. Genereux | 2,500,273 | | Rebecca W. House | 3,000,437 | | Frank C. Kulaszewicz | 1,800,194 |

  58. LONG-TERM INCENTIVES (LTI)

    The awards have terms and conditions as described in the Long-Term Incentives section above. Our annual LTI award components are explained below.

  59. STOCK OPTIONS

    STOCK OPTIONS We believe that stock options are an appropriate vehicle to reward management for increases in shareowner value, as they provide no value unless our share price increases above the grant date exercise price. The stock option grants vest in three equal increments one, two, and three years after the grant date, and have a 10-year life. The exercise price of all stock options is the fair market value of our stock at the close of trading on the date of the grant (the exercise price for stock options granted during fiscal 2023 was $259.81, the closing price on December 9, 2022). We do not reprice stock options, and it is prohibited by our long-term incentive plan.

  60. STOCK OPTIONS

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 43 |

  61. PERFORMANCE SHARES

    PERFORMANCE SHARES Performance shares are designed to reward management for our relative TSR performance compared to our benchmarks over a three-year period. The payouts of performance shares granted will be made in shares of our common stock or cash, as determined by the Committee, and will range from 0% to 200% of the target number of shares awarded. The unvested performance shares are not eligible for dividends. For performance shares, the relative performance benchmark group index includes companies that are aligned with the Company’s strategic direction as indicated below. The payout formula, as summarized below, aligns closely to our Compensation Peer Groups’ prevalent practices to ensure we can attract and retain talent. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but absolute TSR is negative, the number of shares earned will be capped at target.

  62. PERFORMANCE SHARES

    | | Threshold | Target | Maximum | | Rockwell Automation TSR Performance Relative to S&P 500 Selected GICS Group (Capital Goods, Software & Services, Technology, Hardware & Equipment) over a Three-Year Period | 25th Percentile | 50th Percentile | 75th Percentile | | Percent of Target Shares Earned | 50% | 100% | 200% |

  63. 2021-2023 PERFORMANCE SHARE PAYOUT RESULTS

    2021-2023 PERFORMANCE SHARE PAYOUT RESULTS For the performance period from October 1, 2020, to September 30, 2023, our three-year TSR of 38.2% was at the 48th percentile of the companies in the S&P 500 Selected GICS Groups including Capital Goods, Software & Services, Technology, Hardware & Equipment companies, resulting in 92% of the target number of performance shares being earned. We use the 20-trading day average trading price of our common stock ending September 30 to determine the starting and final price for the calculation of TSR. See footnote 4 to the Outstanding Equity Awards at Fiscal Year-End Table for information about the number of shares earned by three of our NEOs that received an award on December 10, 2020. We believe the TSR we have delivered, and the payout history of our long-term incentive plan demonstrates our pay for performance philosophy and our emphasis on long-term incentives that are aligned with the interest of shareowners.

  64. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS We grant restricted stock units primarily to attract and retain high quality executives. We grant restricted stock units that vest in three equal increments at one, two, and three years after the grant date. The restricted stock units accrue dividend equivalents that are paid in cash upon vesting of the underlying shares. We believe these changes align to prevalent market practice and better position us to attract and retain talent.

  65. COMPENSATION RISK ASSESSMENT

    | • Our ICP provides a balance among organic sales and ARR growth, earnings, and cash flow performance, limiting the effect of over-performance in one area at the expense of others • Payouts under our ICP are capped at twice the NEO’s ICP target, limiting excessive rewards for short-term results • Our recoupment policy and clawback agreements mitigate against risk | • The Committee can reduce or withhold an incentive payment if it determines that the executive has caused the Company to incur excessive risk • A majority of the total direct compensation for our NEOs is in the form of long-term incentives • Our mix of equity award types appropriately motivates long-term performance | • A majority of our equity awards vest over a period of several years, which encourages a long-term focus • Our NEOs are subject to stock ownership requirements, which align their long-term interests with the interests of our other shareowners |

  66. PEER GROUP

    PEER GROUP Following an annual review of our Compensation Peer Group, led by Willis Towers Watson, the Committee removed Sanmina Corporation, NCR Corporation, and Xerox Holdings Corporation and added Eaton Corporation plc and Autodesk. The changes were made to better align our peer group with our Company’s market capitalization, revenue, industry sectors in our operating profile, and consistency with our relative benchmark group used in our performance share program.

  67. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION For fiscal 2024, NEOs annual incentive compensation measures will be subject to ICP financial measures that remain the same as in fiscal 2023 as explained above. There are no changes planned for the annual incentive compensation target as a percentage of base salary for our NEOs. Target amounts will generally be earned under our ICP if we achieve our financial goals for the year, and maximum payouts will be earned if we significantly exceed the goals. In determining the payout curves, the Committee considered:

  68. ANNUAL INCENTIVE COMPENSATION

    | • | actual fiscal 2023 performance and 2024 outlook, | | • | the rate of growth required to achieve our goals, and | | • | the impact of global macroeconomic factors on the Company’s business prospects. |

  69. ANNUAL INCENTIVE COMPENSATION

    The Committee determined that no payments will be made under the ICP if Adjusted EPS is less than $12.00—regardless of performance against any of the other financial measures. While achieving our financial goals is extremely important in determining our annual incentive compensation, the 2024 ICP award process continues to include a possible adjustment based on strategic Company goal performance. In 2024, a positive or negative ten percent adjustment to the fiscal 2024 ICP payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made in evolving our culture consistent with our four tenets:

  70. ANNUAL INCENTIVE COMPENSATION

    | • | Strengthen our commitment to integrity, diversity, and inclusion; | | • | Be willing to compare ourselves to the best alternatives; | | • | Increase the speed of decision making; and | | • | Have a steady stream of fresh ideas. |

  71. ANNUAL INCENTIVE COMPENSATION

    Additionally, the Committee can adjust an NEO’s ICP payout based on individual, team, or segment performance downwards to zero or upwards to two times the NEOs target annual incentive amount.

  72. ANNUAL INCENTIVE COMPENSATION

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 45 |

  73. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES In fiscal 2024, the overall structure of our long-term incentive program for executives will continue to have three components and remain unchanged from fiscal 2023. At its December 2023 meeting, the Committee approved the following annual grants of equity awards to the NEOs for fiscal 2024:

  74. LONG-TERM INCENTIVES

    | Name | Fiscal Year 2024 LTI ($) | Stock Options (#) | Performance Shares at Target (#) | Restricted Stock Units (#) | | Blake D. Moret | 11,000,000 | 38,413 | 14,913 | 11,807 | | Nicholas C. Gangestad | 3,200,000 | 11,175 | 4,339 | 3,435 | | Scott A. Genereux | 2,200,000 | 7,683 | 2,893 | 2,362 | | Rebecca W. House | 2,200,000 | 7,683 | 2,983 | 2,362 |

  75. LONG-TERM INCENTIVES

    Mr. Kulaszewicz did not receive an award because he is retiring in fiscal 2024. We calculated the number of options, performance shares, and restricted stock units using the valuations consistent with the closing price of our common stock of $279.50 on the December 4, 2023, grant date. The exercise price of options continues to be the closing price on the date of the grant. The awards have terms and conditions as described in the Long-Term Incentives section above.

  76. CHANGE OF CONTROL AND SEVERANCE

    CHANGE OF CONTROL AND SEVERANCE We have change of control agreements with each of the NEOs and certain other officers. Our current agreements are effective if there is a change of control (as defined in the agreements) on or before September 30, 2025. These agreements are reviewed and renewed every three years. For a description of the purpose and value of the change of control agreements, see “Potential Payments Upon Termination or Change of Control.” We do not have severance agreements in place with the NEOs for terminations other than those covered by our change of control agreements. However, we have at times entered into severance agreements with executives in connection with the termination of their employment, with the terms and conditions depending upon the individual circumstances of the termination, the transition role we expect from the executive, and the Company’s best interests.

  77. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of each of the NEOs for the fiscal years ended September 30, 2023, 2022 and 2021.

  78. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Blake D. Moret President & Chief Executive Officer | 2023 | 1,198,817 | 0 | 7,000,325 | 3,000,013 | 3,006,773 | 2,519,169 | 39,923 | 16,765,020 | | | 2022 | 1,163,900 | 0 | 6,300,606 | 2,700,018 | 748,970 | 0 | 74,210 | 10,987,703 | | | 2021 | 1,111,502 | 0 | 4,551,639 | 1,952,544 | 2,266,600 | 3,572,868 | 62,132 | 13,517,285 | | Nicholas C. Gangestad Senior Vice President & Chief Financial Officer | 2023 | 850,780 | 0 | 2,240,531 | 960,004 | 1,422,570 | 0 | 88,519 | 5,562,404 | | | 2022 | 819,425 | 0 | 2,240,235 | 960,008 | 354,354 | 0 | 92,870 | 4,466,892 | | | 2021 | 472,031 | 750,000 | 4,000,997 | 0 | 649,100 | 0 | 80,914 | 5,953,042 | | Scott A. Genereux Senior Vice President, Chief Revenue Officer | 2023 | 638,085 | 0 | 1,750,231 | 750,042 | 853,542 | 0 | 63,923 | 4,055,823 | | | 2022 | 614,569 | 0 | 1,400,519 | 600,082 | 212,612 | 0 | 71,451 | 2,899,234 | | | 2021 | 400,000 | 300,000 | 2,000,016 | 0 | 445,200 | 0 | 12,923 | 3,158,139 | | Rebecca W. House Senior Vice President, Chief People & Legal Officer & Secretary | 2023 | 657,243 | 0 | 2,100,434 | 900,004 | 879,169 | 0 | 57,270 | 4,594,120 | | | 2022 | 633,017 | 0 | 1,260,647 | 540,021 | 218,996 | 0 | 74,100 | 2,726,781 | | | 2021 | 588,207 | 0 | 1,142,458 | 360,555 | 687,800 | 0 | 39,316 | 2,818,336 | | Frank C. Kulaszewicz Senior Vice President | 2023 | 767,762 | 0 | 1,260,192 | 540,002 | 964,989 | 512,794 | 20,519 | 4,066,258 | | | 2022 | 739,464 | 0 | 910,309 | 390,001 | 255,821 | 0 | 30,464 | 2,326,059 | | | 2021 | 687,124 | 0 | 911,315 | 391,064 | 803,400 | 716,528 | 15,132 | 3,524,563 |

  79. SUMMARY COMPENSATION TABLE

    | (1) Amounts in this column represent the cash sign-on bonus upon hire inclusive of two-year clawback upon certain terminations for Messrs. Gangestad and Genereux in fiscal year 2021. | | (2) Amounts in this column represent the grant date fair value of restricted stock and performance share awards granted calculated in accordance with U.S. GAAP. The grant date fair value of restricted stock was $259.81, $350.76, $251.24, $247.68, and $246.77 per share for December 9, 2022, December 7, 2021, March 1, 2021, February 1, 2021, and December 10, 2020, respectively. Performance share awards are valued at the target number of shares with a grant date fair value of $340.77, $481.28, and $298.10 for 2023, 2022, and 2021, respectively. The assumptions applicable to these valuations are set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The amounts shown may not correspond to the actual value that may be realized by the NEOs. If the performance share awards are valued at two times the target number of shares (the maximum potential payout), then for fiscal 2023 the stock award amount would increase by $4,000,299, $1,280,273, $1,000,160, $1,200,192, and $720,047, for Messrs. Moret, Gangestad, and Genereux, Ms. House, and Mr. Kulaszewicz, respectively. For additional information on awards made in fiscal 2023, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year-End Table. | | (3) Amounts in this column represent the grant date fair value of option awards granted calculated in accordance with U.S. GAAP. The grant date fair value was $77.62, $87.68, and $55.47 per share for December 9, 2022, December 7, 2021, and December 10, 2020, respectively. The assumptions applicable to these valuations are set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The amounts shown may not correspond to the actual value that may be realized by the NEOs. For additional information on awards made in fiscal 2023, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year-End Table. | | (4) This column represents amounts paid under our ICP for performance in the fiscal year. For more information about our ICP, see the “Compensation Discussion and Analysis” and Grants of Plan-Based Awards Table. |

  80. SUMMARY COMPENSATION TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 48 |

  81. SUMMARY COMPENSATION TABLE

    | (5) We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column reflects changes in pension values only. Messrs. Moret and Kulaszewicz participate in two pension plans with the same requirements and benefits as other employees hired or rehired before July 1, 2010. The changes in pension value amounts for each year and for each NEO represent the difference from September 30 of the prior year to September 30 of each year in the actuarial present value of the NEOs accrued pension benefit at their unreduced retirement age under our qualified and non-qualified pension plans. These amounts are based on benefits provided by the plan formula and converted to a present value using a discount rate which was 6.10% in fiscal 2023, 5.65% in fiscal 2022, and 3.10% in fiscal 2021. For information on the formula and assumptions used to calculate these amounts, see the Pension Benefits Table. Messrs. Gangestad and Genereux and Ms. House do not participate in the qualified and non-qualified pension plans as they were hired after the plans were closed to new participants (July 1, 2010). | | (6) This column represents the Company matching contributions for the NEOs under our savings plans, deferred compensation plan for Mr. Gangestad, a non-elective contribution (NEC) of 4% for Mr. Gangestad and Ms. House and 5% for Mr. Genereux, and perquisites provided to Mr. Moret. For further information, see Pension Benefits Table and Non-Qualified Deferred Compensation sections below. This column was restated to exclude the dividends paid or accrued on restricted stock and restricted stock units in fiscal 2021 of $15,338 for Mr. Kulaszewicz. The dividends were excluded given they were factored into the grant date fair value of those awards. The dividends paid for other Officers were previously excluded in the prior year proxy statement. The aggregate amount of personal benefits and perquisites provided to each NEO during fiscal 2023, 2022, and 2021 was less than $10,000 (except for Mr. Moret in 2023, 2022, and 2021 and Mr. Gangestad in 2022 and 2021) and, therefore, not included in All Other Compensation. See All Other Compensation Table for more information. |

  82. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information about equity and non-equity awards made to the NEOs in fiscal 2023.

  83. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(4): Number of Shares of Stock or Units (#) | All Other Option Awards(5): Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(6) ($ / Sh) | Grant Date Fair Value of Stock and Option Awards(7) ($) | | Name | Grant Type | Grant Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Blake D. Moret | Incentive Compensation | | 0 | 1,815,684 | 3,631,368 | | | | | | | | | | Performance Shares | 12/9/2022 | | | | 0 | 11,739 | 23,478 | | | | 4,000,299 | | | Restricted Stock Units | 12/9/2022 | | | | | | | 11,547 | | | 3,000,026 | | | Stock Options | 12/9/2022 | | | | | | | | 38,650 | 259.81 | 3,000,013 | | Nicholas C. Gangestad | Incentive Compensation | | 0 | 859,040 | 1,718,080 | | | | | | | | | | Performance Shares | 12/9/2022 | | | | 0 | 3,757 | 7,514 | | | | 1,280,273 | | | Restricted Stock Units | 12/9/2022 | | | | | | | 3,696 | | | 960,258 | | | Stock Options | 12/9/2022 | | | | | | | | 12,368 | 259.81 | 960,004 | | Scott A. Genereux | Incentive Compensation | | 0 | 515,424 | 1,030,848 | | | | | | | | | | Performance Shares | 12/9/2022 | | | | 0 | 2,935 | 5,870 | | | | 1,000,160 | | | Restricted Stock Units | 12/9/2022 | | | | | | | 2,887 | | | 750,071 | | | Stock Options | 12/9/2022 | | | | | | | | 9,663 | 259.81 | 750,042 | | Rebecca W. House | Incentive Compensation | | 0 | 530,899 | 1,061,798 | | | | | | | | | | Performance Shares | 12/9/2022 | | | | 0 | 3,522 | 7,044 | | | | 1,200,192 | | | Restricted Stock Units | 12/9/2022 | | | | | | | 3,465 | | | 900,242 | | | Stock Options | 12/9/2022 | | | | | | | | 11,595 | 259.81 | 900,004 | | Frank C. Kulaszewicz | Incentive Compensation | | 0 | 620,173 | 1,240,346 | | | | | | | | | | Performance Shares | 12/9/2022 | | | | 0 | 2,113 | 4,226 | | | | 720,047 | | | Restricted Stock Units | 12/9/2022 | | | | | | | 2,079 | | | 540,145 | | | Stock Options | 12/9/2022 | | | | | | | | 6,957 | 259.81 | 540,002 |

  84. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) These columns show the potential value of the cash payout for each NEO under the ICP for fiscal 2023 if the threshold, target and maximum goals are met. For each NEO, an incentive compensation target equal to a percentage of the individual’s base salary is set at the beginning of the year or upon hire. Amounts shown are based on base salary on September 30, 2023 and reflect the annual incentive prorated for time worked during the fiscal year. Actual ICP payments may be higher or lower than the target based on Company financial and operating performance and individual performance. The Committee has discretion to change the amount of any award regardless of whether the goals are met, and payouts are capped at twice the individual’s ICP target. |

  85. GRANTS OF PLAN-BASED AWARDS TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 50 |

  86. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) These columns show the threshold, target and maximum payouts under performance shares awarded during fiscal year 2023. The payout in respect of these performance shares will be made in shares of our common stock and/or cash in an amount determined based on the TSR of our common stock, assuming reinvestment of all dividends, compared to the performance of companies in the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment) for the period from October 1, 2022 to September 30, 2025, if the individual continues as an employee until the third anniversary of the grant date (subject to provisions relating to the grantee’s death, disability, retirement or a change of control of the Company). The payouts will be at zero, the target amount and the maximum amount if our TSR is equal to or less than the 25th percentile, equal to the 50th percentile and equal to or greater than the 75th percentile of the TSR of companies in the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment), respectively, over the applicable three-year period, with the payout interpolated for results between those percentiles. We use the 20-trading day average trading price of our common stock ending September 30 to determine the starting price and the final TSR. The potential value of a payout will fluctuate with the market value of our common stock. | | (3) In fiscal 2023, annual equity grants were made to NEOs on December 9, 2022. | | (4) This column shows the number of restricted stock units granted in fiscal 2023 to the NEOs. The grant date fair value of restricted stock units was $259.81 per share for awards granted on December 9, 2022, computed in accordance with U.S. GAAP and the assumptions set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The restricted stock units granted vest 1/3 on each of the first, second, and third anniversaries of the grant dates (subject to provisions related to the grantee’s death, retirement, or a change of control). Restricted stock units accrue dividend equivalents that are payable in cash when the underlying shares vest. | | (5) This column shows the number of stock options granted in fiscal 2023 to the NEOs under our 2020 Long-Term Incentives Plan. The options vest and become exercisable in three substantially equal installments beginning one year after the grant date. The grant date fair value of the awards granted on December 9, 2022, computed in accordance with U.S. GAAP, was $77.62 per share. This amount was calculated using the Black-Scholes pricing model and the assumptions set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. | | (6) This column shows the exercise price for stock options granted, which was the closing price of our common stock on December 9, 2022, the grant date of the options. | | (7) This column shows the aggregate grant date fair value of the performance share awards at target, which was based on $340.77 per share computed in accordance with U.S. GAAP and the assumptions set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The aggregate grant date fair value of the performance share awards at two times the target number of shares was $8,000,598, $2,560,546, $2,000,320, and $1,440,094 for Messrs. Moret, Gangestad, Genereux, and Kulaszewicz, respectively, and $2,400,384 for Ms. House. |

  87. GRANTS OF PLAN-BASED AWARDS TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 51 |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table provides information about equity awards made to the NEOs that are outstanding as of September 30, 2023.

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Blake D. Moret | 12/9/2022 | | 38,650 | | 259.81 | 12/9/2032 | 11,547 | 3,300,941 | 23,478 | 6,711,656 | | | 12/7/2021 | 10,264 | 20,530 | | 350.76 | 12/7/2031 | 5,132 | 1,467,085 | 14,962 | 4,277,187 | | | 12/10/2020 | 23,466 | 11,734 | | 246.77 | 12/10/2030 | 2,635 | 753,267 | 17,450 | 4,988,432 | | | 12/5/2019 | 70,200 | | | 196.43 | 12/5/2029 | | | | | | | 12/4/2018 | 69,200 | | | 171.46 | 12/4/2028 | | | | | | | 12/8/2017 | 57,100 | | | 192.86 | 12/8/2027 | | | | | | | 12/6/2016 | 62,400 | | | 136.40 | 12/6/2026 | | | | | | | 7/1/2016 | 24,400 | | | 115.89 | 7/1/2026 | | | | | | | 12/3/2015 | 27,600 | | | 104.08 | 12/3/2025 | | | | | | Nicholas C. Gangestad | 12/9/2022 | | 12,368 | | 259.81 | 12/9/2032 | 3,696 | 1,056,576 | 7,514 | 2,148,027 | | | 12/7/2021 | 3,649 | 7,300 | | 350.76 | 12/7/2031 | 1,825 | 521,713 | 5,320 | 1,520,828 | | | 3/1/2021 | | | | | | 5,309 | 1,517,684 | | | | Scott A. Genereux | 12/9/2022 | | 9,663 | | 259.81 | 12/9/2032 | 2,887 | 825,307 | 5,870 | 1,678,057 | | | 12/7/2021 | 2,280 | 4,564 | | 350.76 | 12/7/2031 | 1,141 | 326,178 | 3,326 | 950,804 | | | 2/1/2021 | | | | | | 2,692 | 769,562 | | | | Rebecca W. House | 12/9/2022 | | 11,595 | | 259.81 | 12/9/2032 | 3,465 | 990,540 | 7,044 | 2,013,668 | | | 12/7/2021 | 2,052 | 4,107 | | 350.76 | 12/7/2031 | 1,027 | 293,588 | 2,994 | 855,895 | | | 12/10/2020 | 4,332 | 2,168 | | 246.77 | 12/10/2030 | 487 | 139,219 | 3,230 | 923,360 | | | 10/1/2020 | | | | | | 1,370 | 391,642 | | | | | 12/5/2019 | 12,600 | | | 196.43 | 12/5/2029 | | | | | | | 12/4/2018 | 13,900 | | | 171.46 | 12/4/2028 | | | | | | | 12/8/2017 | 10,200 | | | 192.86 | 12/8/2027 | | | | | | Frank C. Kulaszewicz | 12/9/2022 | | 6,957 | | 259.81 | 12/9/2032 | 2,079 | 594,324 | 4,226 | 1,208,087 | | | 12/7/2021 | 1,482 | 2,966 | | 350.76 | 12/7/2031 | 742 | 212,116 | 2,162 | 618,051 | | | 12/10/2020 | 4,433 | 2,351 | | 246.77 | 12/10/2030 | 529 | 151,225 | 3,490 | 997,686 | | | 12/5/2019 | 9,800 | | | 196.43 | 12/5/2029 | | | | | | | 12/4/2018 | 11,667 | | | 171.46 | 12/4/2028 | | | | | | | 12/8/2017 | 8,000 | | | 192.86 | 12/8/2027 | | | | |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) All option awards vest 1/3 on each of the first, second, and third anniversaries of the grant date (subject to provisions related to the grantee’s death, retirement or a change of control). | | (2) All restricted stock vests in full on the third anniversary of the grant date and all restricted stock units granted December 10, 2020 or later vest 1/3 on each of the first, second, and third anniversaries of the grant date (both subject to provisions related to the grantee’s death, retirement or a change of control). | | (3) The market value of the stock awards is based on the closing market price of our common stock as of September 29, 2023, which was $285.87. | | (4) This column shows the maximum number of performance shares outstanding. The payout can be from 0% to 200% of the target as described in footnote 2 to the Grants of Plan-Based Awards Table. All performance shares will vest and be paid out on the third anniversary of the grant date (subject to provisions relating to the grantee’s death, disability, retirement, or a change of control). The performance shares awarded on December 10, 2020 were earned at 92% of target. The Committee approved at its October 2023 meeting the payout of such performance shares in shares of our common stock, which resulted in the following number of shares being delivered to the NEOs that received an award on December 10, 2020: |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 52 |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Name | Shares of Common Stock Delivered in Respect of Performance Shares Awarded on December 10, 2020 and Vested on December 10, 2023 | | Blake D. Moret | 8,027 | | Rebecca W. House | 1,486 | | Frank C. Kulaszewicz | 1,606 |

  93. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table provides additional information about stock option exercises and shares acquired upon the vesting of stock awards, including the value realized, by the NEOs during the fiscal year ended September 30, 2023.

  94. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Blake D. Moret | 25,300 | 4,743,201 | 24,792 | 6,484,307 | | Nicholas C. Gangestad | – | – | 6,220 | 1,785,736 | | Scott A. Genereux | – | – | 3,262 | 906,705 | | Rebecca W. House | – | – | 4,514 | 1,180,247 | | Frank C. Kulaszewicz | 6,300 | 704,275 | 5,456 | 1,428,694 |

  95. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) Messrs. Moret and Kulaszewicz retained 1,700 and 300 shares, respectively. | | (2) Based on the closing price of our common stock on the NYSE on the vesting date, as applicable. |

  96. OPTION EXERCISES AND STOCK VESTED TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 53 |

  97. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE The following table shows the present value of accumulated benefits as of September 30, 2023 payable to the NEOs under the Rockwell Automation Pension (Qualified) Plan and Rockwell Automation Pension (Non-Qualified) Plan based on the assumptions described in footnote 1 to this table.

  98. PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Blake D. Moret | Rockwell Automation Pension (Qualified) Plan | 39 | 1,464,094 | – | | | Rockwell Automation Pension (Non-Qualified) Plan | 39 | 14,523,051 | – | | Nicholas C. Gangestad(2) | Rockwell Automation Pension (Qualified) Plan | – | – | – | | | Rockwell Automation Pension (Non-Qualified) Plan | – | – | – | | Scott A. Genereux(2) | Rockwell Automation Pension (Qualified) Plan | – | – | – | | | Rockwell Automation Pension (Non-Qualified) Plan | – | – | – | | Rebecca W. House(2) | Rockwell Automation Pension (Qualified) Plan | – | – | – | | | Rockwell Automation Pension (Non-Qualified) Plan | – | – | – | | Frank C. Kulaszewicz | Rockwell Automation Pension (Qualified) Plan | 38 | 1,325,583 | – | | | Rockwell Automation Pension (Non-Qualified) Plan | 38 | 5,037,268 | – |

  99. PENSION BENEFITS TABLE

    | (1) These amounts have been determined using the assumptions set forth in Note 14, Retirement Benefits, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, and represent the accumulated benefit obligation for benefits earned to date, based on age, service and earnings through the measurement date of September 30, 2023. | | (2) Messrs. Gangestad and Genereux and Ms. House were hired after the pension plans were closed to new participants on July 1, 2010. They are eligible for a NEC described below. Messrs. Gangestad and Genereux and Ms. House received a total NEC of $59,018, $41,606, and $34,284, respectively, during fiscal 2023 in their Qualified and Non-Qualified Savings Plans. |

  100. PENSION BENEFITS TABLE

    Messrs. Moret and Kulaszewicz participate in two pension plans with the same requirements and benefits as other employees hired before July 1, 2010: the Rockwell Automation Pension Plan (the Qualified Pension Plan), which is qualified under the Code, and the Rockwell Automation Non-Qualified Pension Plan (the Non-Qualified Pension Plan), which is an unfunded, non-qualified plan. The Qualified Pension Plan provides retirement benefits to nearly all U.S. employees of the Company hired before July 1, 2010. The Qualified Pension Plan and the Non-Qualified Pension Plan were closed to new participants hired or re-hired on or after July 1, 2010. In place of becoming a participant in the Qualified Pension Plan and, if applicable, the Non-Qualified Pension plan, employees hired or re-hired on or after July 1, 2010, including Messrs. Gangestad and Genereux and Ms. House, are eligible for an NEC in the Qualified and, if applicable, Non-Qualified Savings Plan. The NEC is based on a combination of age and service and the percentage contribution is outlined in the Non-Qualified Savings Plan section below. The NEC formula is the same for both the Qualified Savings Plan and the Non-Qualified Savings Plan. The Non-Qualified Pension Plan provides benefits that may not be paid from the Qualified Pension Plan due to limitations imposed by the Code on qualified plan benefits. Non-Qualified Pension Plan benefits are provided to any U.S. salaried employee whose benefits are affected by these limits. Our policy with respect to funding our pension obligations is to fund at least the minimum amount required by applicable laws and governmental regulations. We maintain a rabbi trust for our non-qualified plans, including the Non-Qualified Pension Plan, which we will fund in the event there is a change of control of the Company. Effective January 1, 2011, the pension plans were amended to allow participants to elect a lump sum payment instead of an annuity option offered under the plans. The present values in the above table are determined based on assumptions required by SEC rules, which are different from those used to calculate the lump sum payment under the plans. Note that due to Code Section 409A regulations, if an NEO elected to receive his or her benefit from the Non-Qualified Plan in the form of a lump sum, he or she would not be eligible to receive the lump sum payment for at least five years. Effective December 1, 2022, the Qualified Pension Plan was amended to allow participants the ability to commence their Qualified Pension benefit while actively employed by the Company on any December 1st after attainment of age fifty-nine and one-half. If a participant elects to receive their Qualified Pension benefit as an in-service distribution, their participation

  101. PENSION BENEFITS TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 54 |

  102. PENSION BENEFITS TABLE

    in the Qualified plan will cease and if they have a benefit in the Non-Qualified Pension Plan that benefit will be frozen as of the in-service distribution commencement date. In addition, a participant who has elected to receive an in-service distribution will begin participating in the NEC the calendar year following their in-service distribution commencement date. For employees hired before July 1, 2010, benefits provided by both the Qualified Pension Plan and the Non-Qualified Pension Plan have the same requirements for vesting, which occurs at five years of service credit. Benefits in both plans are determined using the same formula. Named executive officers do not receive any additional service or other enhancements in determining the form, timing or amount of their benefits.

  103. DISABILITY PENSION BENEFITS

    DISABILITY PENSION BENEFITS Disability pension benefits are available under the Qualified Pension Plan and the Non-Qualified Pension Plan to active employees before age 65 upon total and permanent disability if the participant has at least 15 years of credited service or at least 10 years of credited service with 70 points or more (age plus credited service is equal to or greater than 70). The benefit is generally calculated in the same manner as the normal retirement benefit.

  104. DISABILITY PENSION BENEFITS

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 55 |

  105. PENSION BENEFITS PAYABLE TO BENEFICIARIES UPON DEATH OF A PARTICIPANT

    PENSION BENEFITS PAYABLE TO BENEFICIARIES UPON DEATH OF A PARTICIPANT

  106. PENSION BENEFITS PAYABLE TO BENEFICIARIES UPON DEATH OF A PARTICIPANT

    | • | Pension benefits under the Qualified Pension Plan and the Non-Qualified Pension Plan are payable to the participant’s beneficiaries upon the death of the participant. | | • | The surviving spouse will receive a monthly lifetime benefit calculated as if the participant retired and elected the 50% surviving spouse option. | | • | If the participant dies after starting to receive benefits, the benefit payments are processed in accordance with the benefit option selected. | | • | If the retiree has started monthly pension benefit payments, the beneficiary is eligible for a lump-sum death benefit equal to $150 per year of credited service up to $5,250. | | • | If the participant elects the lump sum payment option and the lump sum payment is made, no further benefits are provided to the beneficiary or surviving spouse upon death of the participant. |

  107. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table provides information on our non-qualified defined contribution and other non-qualified deferred compensation plans in which all eligible U.S. salaried employees, including the NEOs, participate, which consist of the following:

  108. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  109. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(4) ($) | | Blake D. Moret | 21,935 | 10,968 | 108,508 | – | 838,728 | | Nicholas C. Gangestad | 524,985 | 63,388 | 144,469 | – | 1,374,615 | | Scott A. Genereux | 23,498 | 38,105 | 10,954 | – | 160,083 | | Rebecca W. House | 23,099 | 33,633 | 44,239 | – | 355,065 | | Frank C. Kulaszewicz | 72,315 | 15,302 | 93,430 | – | 799,833 |

  110. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (1) These amounts include contributions made by each NEO to the Non-Qualified Savings Plan and the amounts deferred by Mr. Gangestad to the Deferred Compensation Plan. These amounts are also reported in the “Salary” column in the Summary Compensation Table. | | (2) These amounts represent Company matching contributions for each NEO under the Non-Qualified Savings Plan and Deferred Compensation Plan. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation Table and as part of the “Value of Company Contributions to Plans” column in the All Other Compensation Table. As noted earlier, Messrs. Gangestad and Genereux and Ms. House were hired after July 1, 2010, and do not participate in our pension plans. Messrs. Gangestad and Genereux and Ms. House received a total NEC of $59,018, $41,606, and $34,284, respectively, during fiscal 2023 in their Qualified and Non-Qualified Savings Plans, and for Mr. Gangestad his Deferred Compensation Plan. | | (3) These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation. | | (4) These amounts represent each NEO’s aggregate balance in the Non-Qualified Savings Plan and Deferred Compensation Plan at September 30, 2023. The amounts also include the contributions made by each NEO to the Non-Qualified Savings Plan and Deferred Compensation Plan, which are also reported in the “Salary” column of the Summary Compensation Table, and the Company matching contributions, which are also reported in the “All Other Compensation” column in the Summary Compensation Table for each fiscal year. The amounts included in the Summary Compensation Table for fiscal 2021 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz, and Ms. House were $77,960, $136,108, $36,346, $73,566, and $38,384, respectively; and for fiscal 2022 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz, and Ms. House were $85,988, $647,771, $69,188, $116,881, and $75,183, respectively; and for fiscal 2023 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz, and Ms. House are $32,903, $588,373, $61,603, $87,617, and $56,732, respectively. |

  111. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 57 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The tables and narrative below describe and quantify compensation that would become payable to the NEOs under existing plans and arrangements if the NEO’s employment had terminated on September 30, 2023, for the reasons set forth below. We do not have employment agreements with the NEOs but do have change of control agreements with the NEOs and certain other officers. There are two main purposes of these agreements.

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | They provide protection for the executive officers who would negotiate any potential acquisition of the Company, thus encouraging them to negotiate a good outcome for shareowners, without concern that their negotiating stance will put at risk their financial situation immediately after an acquisition. | | • | The agreements seek to ensure continuity of business operations during times of potential uncertainty, by removing the incentive to seek other employment in anticipation of a possible change of control. |

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    In short, the change of control agreements seek to ensure that we may rely on key executives to continue to manage our business consistent with our best interests despite concerns for personal risks. We do not believe these agreements encourage our executives to favor or oppose a change of control. We believe these agreements strike a balance that the amounts are neither so low to cause an executive to oppose a change of control nor so high as to cause an executive to favor a change of control. In addition, we have at times entered into severance agreements with executive officers in connection with the termination of their employment, with the terms and conditions depending on the individual circumstances of the termination, the transition role we expect from the officer and our best interests. The information set forth below does not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees upon termination of employment, including unused vacation pay, distributions of balances under savings and deferred compensation plans and accrued pension benefits. The information set forth below also does not include any payments and benefits that may be provided under severance arrangements that may be entered into with any NEO upon termination of their employment. We have change of control agreements with Mr. Moret, each of the other NEOs and certain other officers. These agreements become effective if there is a change of control (as defined in the agreements) on or before September 30, 2025. Each agreement provides for the continuing employment of the executive for two years after the change of control on conditions no less favorable than those in effect before the change of control. If the executive’s employment is terminated by us without “cause” or if the executive terminates his or her employment for “good reason” (such as, diminution of responsibilities or a relocation) within that two-year period, each agreement entitles the executive to:

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | severance benefits payable as a lump sum equal to two times (three times in the case of Mr. Moret) his or her annual compensation, including target ICP; | | • | annual ICP payment prorated through the date of termination payable as a lump sum, based upon the average of the previous three years’ ICP payments; and | | • | continuation of other benefits and perquisites for two years (three years in the case of Mr. Moret). |

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The agreements do not include a provision that entitles the executives to receive tax gross-ups related to any excise tax imposed on change of control agreements. In each change of control agreement, the executive agreed to certain confidentiality provisions. Under the change of control agreements, a change of control would include any of the following events:

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | any “person”, as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act, acquires 20 percent or more of our outstanding voting securities; | | • | a majority of our directors are replaced by persons who are not endorsed by a majority of our directors; | | • | we are involved in a reorganization, merger, sale of assets or other business combination that results in our shareowners owning 50% or less of our outstanding shares or the outstanding shares of the resulting entity; or | | • | shareowners approve a liquidation or dissolution of the Company. |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The following table provides details with respect to potential post-employment payments to the NEOs under our change of control agreements in the event of separation due to a change of control of the Company, assuming a termination covered by the change of control agreement occurred on September 30, 2023.

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 58 |

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Cash ($)(1) | Equity ($)(2) | Pension/ NQDC ($) | Perquisites/ Benefits ($)(3) | Tax Reimbursement ($)(4) | Other ($)(5) | Total ($) | | Blake D. Moret | 11,085,868 | 14,975,949 | 0 | 63,033 | 0 | 100,000 | 26,224,850 | | Nicholas C. Gangestad | 4,244,835 | 5,252,710 | 0 | 40,460 | 0 | 75,000 | 9,613,005 | | Scott A. Genereux | 2,823,193 | 3,487,294 | 0 | 40,460 | 0 | 75,000 | 6,425,947 | | Rebecca W. House | 2,984,368 | 4,098,385 | 0 | 42,022 | 0 | 75,000 | 7,199,775 | | Frank C. Kulaszewicz | 3,465,515 | 2,642,800 | 0 | 42,022 | 0 | 75,000 | 6,225,337 |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) This column includes the severance value, which is base salary plus target annual ICP payout multiplied by three for Mr. Moret, and multiplied by two for Messrs. Gangestad, Genereux, and Kulaszewicz, and Ms. House. In the year of termination, the executive is also entitled to receive a prorated ICP payout based on the average of the previous three years’ ICP payment (fiscal years 2021, 2022, and 2023). These amounts are $2,007,448, $808,675, $503,785, $674,737, and $595,322 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz and Ms. House, respectively. | | (2) Upon a change of control of the Company and, in the case of awards granted after February 2, 2010, if (1) the executive’s awards are assumed or substituted with comparable awards by the surviving company in the change of control and such executive’s employment is terminated within two years of the change of control for certain specified reasons or (2) the executive’s awards are not assumed or substituted with comparable awards by the surviving company in the change of control, all outstanding stock options would become fully exercisable; the restrictions on all shares of restricted stock would lapse; and grantees of performance shares would be entitled to a performance share payout equal to 100% of the target shares. The following represents the value of unvested equity awards had a change of control occurred on September 30, 2023, using the fiscal year end price of our common stock of $285.87. |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Unvested Stock Options ($) | Unvested Restricted Stock ($) | Unvested Performance Shares ($) | | Blake D. Moret | 1,466,018 | 5,521,293 | 7,988,637 | | Nicholas C. Gangestad | 322,310 | 3,095,972 | 1,834,428 | | Scott A. Genereux | 251,818 | 1,921,046 | 1,314,430 | | Rebecca W. House | 386,935 | 1,814,989 | 1,896,462 | | Frank C. Kulaszewicz | 273,224 | 957,665 | 1,411,912 |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (3) Amounts include healthcare program subsidies provided to all employees and amounts received for personal liability insurance. | | (4) Agreements do not include a provision that entitles the executives to receive tax gross-ups related to any excise tax imposed on change of control agreements. | | (5) Estimated value of outplacement services. |

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 59 |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The following table sets forth the treatment of equity-based awards upon termination of employment for the following reasons:

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Reason | Options | Restricted Stock | Performance Shares(5) | | Voluntary — Other than retirement(1) | Vested — can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires Unvested — forfeited | Unearned shares forfeited | Unearned shares forfeited | | Voluntary — Retirement(2) | If retirement occurs 12 months or more after grant date, unvested options continue to vest; otherwise all unvested options are forfeited. Vested options can be exercised until the earlier of (i) five years after retirement or (ii) the date the option expires. | If retirement occurs before 12 months after the grant date, all unearned shares forfeited. If retirement occurs 12 months or more after grant date and before the end of the restriction period, awards granted December 10, 2020 or later continue to vest. | If retirement occurs before 12 months after the grant date, all unearned shares forfeited. If retirement occurs 12 months or more after grant date and before the end of the performance period, pro rata shares earned at the end of the performance period. | | Involuntary — Cause(1) | Vested — forfeited Unvested — forfeited | Unearned shares forfeited | Unearned shares forfeited | | Involuntary — Not for cause(1) | Vested — can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires Unvested — continue to vest during salary continuation period; if vesting occurs in that period, can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires; remaining unvested options forfeited | Unearned shares forfeited | Unearned shares forfeited | | Death(3) | All options vest immediately and can be exercised until the earlier of (i) three years after death or (ii) the date the option expires | All restrictions lapse | Shares earned on a pro rata basis at the end of the performance period | | Disability(4) | Vested — can be exercised until the earlier of (i) three months after the employee’s last date on payroll or (ii) the date the option expires Unvested — continue to vest during salary continuation period; if vesting occurs in that period, can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires; remaining unvested options forfeited | If disability continues for more than six months, all restrictions lapse | If disability continues for more than six months, pro rata shares earned at the end of the performance period |

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) Assuming a termination as of September 30, 2023, the NEOs would not receive any additional equity value in connection with voluntary terminations (other than retirement) or involuntary terminations (whether or not for cause). | | (2) All restricted stock is granted on December 10, 2020 or later. Assuming a retirement as of September 30, 2023 for Messrs. Moret and Kulaszewicz all shares would continue to vest into retirement. Messrs. Gangestad and Genereux and Ms. House do not qualify for retirement under the terms and conditions of their equity awards as of September 30, 2023. | | (3) The value of the unvested stock options and restricted stock that vests on an accelerated basis assuming a termination as a result of death as of September 30, 2023 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz and Ms. House would be $6,987,312, $3,418,282, $2,172,864, $1,230,888, and $2,201,923, respectively. | | (4) The value of the unvested restricted stock that vests on an accelerated basis assuming a termination as a result of disability as of September 30, 2023 for Messrs. Moret, Gangestad, Genereux, Kulaszewicz, and Ms. House would be $5,521,293, $3,095,972, $1,921,046, $957,665, and $1,814,989, respectively. | | (5) In the case of assumed terminations for retirement, death or disability as of September 30, 2023, the value of the vesting of pro rata performance shares is not determinable in such instances as the payout will be determined at the end of the applicable performance period. |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 60 |

  129. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures of the Company. For further information concerning our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion & Analysis section above.

  130. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid(3) to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid(2) to Non-PEO NEOs ($) | Total Shareowner Return ($) | Peer Group(4) Total Shareowner Return ($) | Net Income ($ millions) | Adjusted Earnings Per Share for ICP(5) ($) | | 2023 | 16,765,020 | 21,012,628 | 4,569,652 | 5,928,779 | 136.20 | 140.01 | 1,278.0 | 12.15 | | 2022 | 10,987,703 | 5,414,576 | 3,629,139 | 1,985,347 | 100.79 | 107.15 | 919.1 | 9.48 | | 2021 | 13,517,285 | 22,825,839 | 2,994,262 | 3,965,622 | 135.41 | 128.32 | 1,344.3 | 9.10 |

  131. PAY VERSUS PERFORMANCE

    | (1) The principal executive officer (PEO) of the Company for each year shown in the table was Blake D. Moret, the Company’s CEO. | | (2) Our Non-PEO NEOs for each year were: |

  132. PAY VERSUS PERFORMANCE

    | 2023 | 2022 | 2021 | | Nicholas C. Gangestad | Nicholas C. Gangestad | Nicholas C. Gangestad | | Scott A. Genereux | Scott A. Genereux | Scott A. Genereux | | Rebecca W. House | Rebecca W. House | Rebecca W. House | | Frank C. Kulaszewicz | Veena M. Lakkundi | Frank C. Kulaszewicz | | | | Steven W. Etzel | | | | Patrick P. Goris |

  133. PAY VERSUS PERFORMANCE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 62 |

  134. PAY VERSUS PERFORMANCE

    | (3) Following are the adjustments made to the summary compensation table to determine the amounts shown as compensation actually paid: |

  135. PAY VERSUS PERFORMANCE

    | | PEO(1) | | | Average Non-PEO NEOs(2) | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table | $16,765,020 | $10,987,703 | $13,517,285 | $4,569,652 | $3,629,139 | $2,994,262 | | Reduction for amount reported in ’Stock Awards’ and ‘Option Awards’ columns in the Summary Compensation Table | (10,000,338) | (9,000,624) | (6,504,183) | (2,625,360) | (2,525,461) | (1,568,042) | | Fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end | 11,311,696 | 4,216,824 | 8,477,454 | 2,969,620 | 1,274,958 | 1,910,381 | | Fair value of awards granted during applicable fiscal year that vested during the year | – | – | – | – | – | – | | Change in fair value of awards granted during prior fiscal year that were outstanding and unvested as of applicable fiscal year end | 2,739,219 | (5,384,378) | 8,889,435 | 643,343 | (588,222) | 672,602 | | Change in fair value of awards granted during prior fiscal year that vested during applicable fiscal year | 2,315,289 | 4,047,914 | 1,493,729 | 416,526 | 150,230 | 143,157 | | Value of dividends or other earnings paid on stock awards not otherwise reflected in fair value or total compensation | 120,094 | 90,472 | 66,185 | 48,991 | 44,704 | 15,880 | | Nonqualified Deferred Compensation Earnings’ column of the Summary Compensation Table | (2,519,169) | – | (3,572,868) | (128,199) | – | (286,583) | | Increase for Service Cost and, if applicable, Prior Service Cost for pension plans | 280,817 | 456,665 | 458,802 | 34,206 | – | 83,965 | | Total adjustments | 4,247,608 | (5,573,127) | 9,308,554 | 1,359,127 | (1,643,791) | 971,359 | | COMPENSATION ACTUALLY PAID | $21,012,628 | $5,414,576 | $22,825,839 | $5,928,779 | $1,985,347 | $3,965,622 |

  136. PAY VERSUS PERFORMANCE

    | (4) The peer group used for this data is the S&P 500 Selected GICS Groups including Capital Goods, Software & Services, Technology, Hardware & Equipment GICS groups companies consistent with our relative TSR performance share benchmark group and as used in the chart in Part II, Item 5 of the Company’s most recent Annual Report on Form 10-K. | | (5) See Other Information and Supplemental Financial Information sections below for reconciliation of our non-GAAP measures to the audited financial statements. |

  137. PAY VERSUS PERFORMANCE

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 63 |

  138. RELATIONSHIP BETWEEN ‘COMPENSATION ACTUALLY PAID’ (CAP) AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN ‘COMPENSATION ACTUALLY PAID’ (CAP) AND PERFORMANCE MEASURES The charts below illustrate how CAP to our NEOs aligns with our Company’s financial performance as measured by TSR, our peer group TSR, our net income and our adjusted earnings per share.

  139. RELATIONSHIP BETWEEN ‘COMPENSATION ACTUALLY PAID’ (CAP) AND PERFORMANCE MEASURES

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 64 |

  140. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table shows the beneficial ownership, reported to us as of November 1, 2023, of our common stock, including shares as to which a right to acquire ownership within 60 days exists, of each director, and each executive officer listed in the table on page 48 (NEOs) and of these persons and other executive officers as a group. On November 1, 2023, we had outstanding 114,672,533 shares of our common stock.

  141. DIRECTORS AND EXECUTIVE OFFICERS

    | | Beneficial Ownership on November 1, 2023 | | | | | Name | Shares of Common Stock(1) | Derivative Securities(2) | Total Shares(1) | Percent of Class(3) | | William P. Gipson | 453(4) | – | 453(5) | – | | Alice L. Jolla | 453 | – | 453 | – | | Steven R. Kalmanson | 12,802 | – | 12,802 | – | | James P. Keane | 12,802 | – | 12,802 | – | | Blake D. Moret | 64,425(6) | 396,755 | 461,180 | – | | Pam Murphy | 3,097 | – | 3,097 | – | | Donald R. Parfet | 11,534 | – | 11,534(5) | – | | Lisa A. Payne | 7,204 | – | 7,204 | – | | Thomas W. Rosamilia | 5,890 | – | 5,890 | – | | Robert W. Soderbery | 1,105(4) | – | 1,105(5) | – | | Patricia A. Watson | 5,597 | – | 5,597 | – | | Nicholas C. Gangestad | 7,757 | 13,565 | 21,322 | – | | Scott A. Genereux | 2,876 | 9,315 | 12,191 | – | | Rebecca W. House | 6,549(6) | 54,860 | 61,409 | – | | Frank C. Kulaszewicz | 13,496 | 44,761 | 58,258 | | | All of the above and other executive officers as a group (24 persons) | 186,689(6) | 595,622 | 782,311 | 0.68% |

  142. DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Each person has sole voting and investment power with respect to the shares listed (either individually or with spouse). None of the listed shares are pledged. | | (2) Represents shares that may be acquired upon the exercise of outstanding stock options and settlement of performance shares and restricted stock units within 60 days. | | (3) The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance with Rule 13d-3(d) (1) under the Exchange Act. | | (4) Messrs. Gipson and Soderbery defer all cash and stock compensation for services as a director to restricted stock units. Each restricted stock unit represents the right to receive one share of our common stock. | | (5) Shares owned do not include 2,615, 2,162, and 373 restricted stock units granted under the 2020 Long-Term Incentives Plan and 2003 Directors Stock Plan as compensation for services as directors for Messrs. Gipson, Parfet, and Soderbery, respectively. | | (6) Includes shares held under our savings plan. Does not include 476, 26, 68, and 225 share equivalents for Mr. Moret, Ms. House, Mr. Kulaszewicz, and the group, respectively, held under our non-qualified savings plan. |

  143. DIRECTORS AND EXECUTIVE OFFICERS

    | ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT | 69 |

  144. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Directors are elected by a plurality of votes cast. This means that the two nominees for election as directors who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the meeting will become directors. In an uncontested election where the number of nominees equals the number of director seats up for election, all the nominees will be elected and withhold votes will have no effect, in each case as long as there is a quorum and somebody votes for their election. The election of directors, however, is subject to our director resignation policy if a director fails to receive a majority vote. Our Guidelines on Corporate Governance set forth our policy if a director is elected by a plurality of votes cast but receives a greater number of votes “withheld” from his or her election than votes “for” such election. In an uncontested election, any nominee for director who receives more votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the Board. The Board Composition and Corporate Governance Committee will consider the resignation offer and make a recommendation to the Board. The Board will act on the tendered resignation within 90 days following certification of the election results. The Board Composition and Corporate Governance Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that it considers appropriate and relevant, including any stated reasons why the shareowners withheld votes from the director, the director’s tenure, the director’s qualifications, the director’s past and expected contributions to the Board, and the overall composition of the Board. We will promptly disclose the Board’s decision regarding whether to accept or reject the director’s resignation offer in a Form 8-K furnished to the SEC. If the Board rejects the tendered resignation or pursues any additional action, the disclosure will include the rationale behind the decision. Any director who tenders his or her resignation may not participate in the Board Composition and Corporate Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.