DEF 14A of Rockwell Automation, Inc, Dec 22, 2025

DEF 14A of Rockwell Automation, Inc

Filed Dec 22, 2025 · FY20250001308179-25-000665

Open on EDGAR

  1. BLAKE D. MORET

    | OPTION EXERCISES AND STOCK VESTED TABLE | | 50 | | PENSION BENEFITS TABLE | | 51 | | NON-QUALIFIED DEFERRED COMPENSATION | | 53 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | | 55 | | RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE | | 58 | | PAY VERSUS PERFORMANCE | | 59 | | AUDIT MATTERS | | 64 | | ITEM 3. | PROPOSAL TO APPROVE THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 64 | | AUDIT COMMITTEE REPORT | | 66 | | 2026 LONG-TERM INCENTIVES PLAN | | 67 | | ITEM 4. | APPROVAL OF OUR 2026 LONG-TERM INCENTIVES PLAN | 67 | | STOCK OWNERSHIP INFORMATION | | 74 | | OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY | | 74 | | DELINQUENT SECTION 16(A) REPORTS | | 75 | | OTHER INFORMATION | | 76 | | SUPPLEMENTAL FINANCIAL INFORMATION | | 76 | | GENERAL INFORMATION ABOUT THE MEETING AND VOTING | | 81 | | DISTRIBUTION AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS | | 81 | | SHAREOWNERS SHARING THE SAME ADDRESS | | 81 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | | 82 | | EXPENSES OF SOLICITATION | | 84 | | ANNUAL REPORT | | 85 | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 10, 2026 | | 86 | | APPENDIX A | | 88 |

  2. Shareowner Rights

    | Type | Element | Link to Shareowner Value | Key Features | | | Base Salary | Provide market competitive cash compensation to attract and retain the best executive talent. | ● Merit increases are reviewed annually, generally effective in January. ● Competitive pay based on market median, scope, experience, individual performance, and internal alignment. | | | Annual Incentive | Promote, incentivize, and reward achievement of key strategic and financial performance measures. | ● NEO target award based on scope of role and responsibilities, market median, experience, individual performance, and internal alignment. ● Cash payout based on performance against four key financial goals, plus or minus adjustments up to 10% of target incentive for performance against strategic culture goals, and payout modifiers based on performance to individual, team, segment, or Company goals. ● Actual payouts can range from zero to 200% of target incentive. | | | Long-term Incentives | Performance Shares (40%) Align interests of executives with those of our shareowners by motivating and rewarding achievement of shareowner value. | ● Stock-based incentive that, if earned, vests after three years based on Total Shareowner Return (TSR) performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware, & Equipment). ● Actual payouts can range from zero to 200% of target incentive. | | | | Stock Options (30%) Promote long-term value-creating actions necessary to increase the market value of our stock, as award only provides value if our stock price appreciates. | ● Stock-based incentive that vests over three years in three equal annual instalments. ● Appreciation can be realized during the ten-year life of the award. | | | | Restricted Stock Units (30%) Promotes long-term retention, stock ownership, and alignment to shareowner interests. | ● Stock-based incentive that vests over three years in three equal annual instalments. |

  3. Shareowner Rights

    | ● | No change in base salary for our NEOs during fiscal 2025 consistent with our focus on cost reduction and margin expansion actions that began in 2024. | | ● | For fiscal 2025, participants in our annual incentive plan, including our NEOs, earned an annual incentive payout of 95.7%, reflecting strong performance against our financial targets and strategic goals. This includes exceeding our productivity target for the full fiscal year and mitigating the impact of tariffs on Adjusted EPS. | | ● | TSR performance for the period October 1, 2022 through September 30, 2025 at the 35th percentile of our comparator group resulting in 70% of target performance shares granted on December 9, 2022 being earned. |

  4. Shareowner Rights

    | 4 | | | | Approval of our 2026 Long-Term Incentives Plan | | | The Board recommends a vote FOR this proposal. See page 67 |

  5. Shareowner Rights

    | | JAMES P. KEANE LEAD INDEPENDENT DIRECTOR | “WE ARE CONFIDENT THAT OUR GOOD GOVERNANCE PRACTICES HELP US SAFEGUARD SHAREOWNER INTERESTS AND DRIVE LONG-TERM SHAREOWNER VALUE.” |

  6. Ombuds

    | Board Composition and Corporate Governance Committee | Current Members | | ROLES AND RESPONSIBILITIES: ● Consider and recommend to the Board qualified candidates for election as directors of the Company. ● Review the leadership structure of the Board. ● Consider matters of corporate governance and review adequacy of our Guidelines on Corporate Governance. ● Administer the Company’s Related Person Transactions Policy. ● Annually assess and report to the Board on the performance of the Board as a whole and of the individual directors. ● Recommend to the Board the members of the Committees of the Board and the director to serve as Lead Independent Director. ● Conduct an annual review of director compensation and recommend to the Board any changes. See “Director Compensation” below. ● Define skills and attributes used in the evaluation for CEO succession planning and recruitment and review the criteria with the Board in the context of the Company’s strategy and needs. ● Review the application of the Company’s Code of Conduct to the Company’s senior executive officers and directors, address any misconduct or matters involving a senior executive or director, and report and make recommendations to the Board as to any such matters as appropriate. ● Review and assess the Company’s policies and practices with respect to matters affecting our corporate responsibilities, including diversity and inclusion, Company culture, environmental responsibility, employee health and safety, community engagement, and societal matters. | William P. Gipson (Chair) Alice L. Jolla Donald R. Parfet Robert W. Soderbery Number of Meetings in Fiscal 2025: Four | | INDEPENDENCE: ● All members of the Board Composition and Corporate Governance Committee are independent directors as defined by the NYSE. | | | Compensation and Talent Management Committee | Current Members | | ROLES AND RESPONSIBILITIES: ● Evaluate the performance of our senior executives, including the CEO. ● Make recommendations to the Board with respect to executive compensation plans. ● Review and approve salaries, incentive compensation, equity awards, and other compensation of executives and officers, including the CEO. ● Oversee succession and development plans for senior management. ● Review and discuss with the Company’s management strategies and initiatives relating to talent management and employee engagement. ● Review and approve corporate goals and objectives. ● Oversee the design and competitiveness of the Company’s overall compensation programs and benefits. ● Oversee the work and independence of any advisor retained by the Compensation and Talent Management Committee. | Patricia A. Watson (Chair) Timothy M. Knavish Lisa A. Payne Thomas W. Rosamilia Number of Meetings in Fiscal 2025: Four | | INDEPENDENCE: ● All members of the Compensation and Talent Management Committee are independent directors as defined by the NYSE and are not eligible to participate in any of our compensation plans or programs, except our 2020 Long-Term Incentives Plan, and, if approved by our shareowners at the Annual Meeting, our 2026 Long-Term Incentives Plan, for annual retainer fees in the form of equity awards and Directors Deferred Compensation Plan. | | | Technology Committee | Current Members | | ROLES AND RESPONSIBILITIES: ● Review and assess our innovation and technology matters, including investments in technology, research and development, technology initiatives, and our strategy and approach to technical talent management. ● Assist in oversight of risks associated with technology, information security, product and service security, software, emerging technologies, and technical talent. ● Review and assess practices with respect to customer needs for technology development and messaging and marketing of our technologies. ● Periodically review our intellectual property strategy and activities. | Thomas W. Rosamilia (Chair) William P. Gipson Pam Murphy Robert W. Soderbery Patricia A. Watson Number of Meetings in Fiscal 2025: Five | | INDEPENDENCE: ● All members of the Technology Committee are independent directors as defined by the NYSE. | |

  7. Ombuds

    BOARD PROCESSES BOARD PROCESSES BOARD AND COMMITTEE EVALUATIONS The Board and its Committees conduct self-assessments annually at their fall meetings. The Board review is led by the Board Composition and Corporate Governance Committee and includes an evaluation of the individual directors and Lead Independent Director. The Board Composition and Corporate Governance Committee annually determines the evaluation approach to be used based on the needs of the Board. Specifically, the Board evaluation may include written questionnaires, in-depth confidential interviews with individual directors conducted by the Chair of the Board Composition and Corporate Governance Committee, meetings with certain members of management, and use of a third-party facilitator. This year, the Board used a third-party facilitator to assist with the evaluation process. In addition to this Board evaluation, each Committee conducts an evaluation of its own performance to assess whether it is fulfilling its duties and obligations and functioning effectively. This year’s annual evaluation process is summarized below.

  8. Ombuds

    | 1 | APPROACH | | The Board Composition and Corporate Governance Committee discussed the format for this year’s annual Board evaluations and after a robust review chose a knowledgeable and experienced third-party facilitator to conduct the Board, individual director, and Lead Independent Director evaluations. Committee evaluations were led by the applicable committee chair. | | | 2 | PREPARATION | | Each director received materials for the annual Board evaluation of (i) the Board’s performance and contributions of individual directors, (ii) his or her Committees, and (iii) Lead Independent Director performance. The materials included the descriptions of key parameters for Board effectiveness, the Board and Committee self-assessment process, Committee charters, suggested topics for discussion, and information on attendance, Committee composition, and meeting agenda items. These documents were intended to guide the individual director discussions with the third-party facilitator. | | | 3 | PERFORMANCE REVIEW | | Each director was asked to consider a list of high-level questions to assist with the evaluation of the Board, individual directors, and Committees. As part of the evaluation process, directors were asked to provide feedback on the performance of the Board as a whole and other directors, including the Lead Independent Director. Committee leads also requested feedback on the Committee effectiveness. | | | 4 | EVALUATION REPORT | | The third-party facilitator prepared a written report summarizing the annual evaluation of Board performance, including findings and recommendations. The report was reviewed and discussed with the Chairman and CEO, the Lead Independent Director, and the Board Composition and Corporate Governance Committee. The full Board also received the report for consideration and discussion in executive session. The Committee Chairs reported to the Board on their Committee evaluations, noting any actionable items. Past evaluations have identified a wide range of topics for Board focus such as strategy, continuing education, Board communications, risk management, acquisitions, and succession planning. | | | 5 | ACTIONABLE ITEMS | | The Board and Committees address areas of focus and any actionable items throughout the year. | | | 6 | CORPORATE GOVERNANCE REVIEW | | In coordination with the evaluation process, the Board reviewed its Guidelines on Corporate Governance, including the guidelines for determining director independence, to ensure they promote effective board functioning. They also received an update from the Chief Legal Officer on recent governance developments, regulations, and best practices. As part of the Committee self-assessments, each Committee reviewed its charter to confirm compliance with all charter requirements. In addition, the Board Composition and Corporate Governance Committee conducted its annual review of the Board Membership Criteria. | |

  9. Ombuds

    RELATED PERSON TRANSACTIONS DIRECTOR EDUCATION Our Board believes in continuous improvement of Board effectiveness and functioning as well as development of individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting, and risk management issues, ethics and compliance programs, corporate governance practices, sustainability strategy, principal officers, and internal and independent auditor. Our directors participate in our annual ethics training. In addition, we provide the Board with regular presentations on key business, environmental, social, and governance, and other important topics intended to help directors stay current on practices on emerging issues. In fiscal year 2025, these topics included global regulatory changes, cybersecurity, artificial intelligence, innovative technology, and sustainability. Directors from time-to-time tour Company facilities and attend our trade shows and investor events. Directors also receive presentations and reports from our auditors, consultants, and other outside advisors and participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments, emerging trends, and best practices. RELATED PERSON TRANSACTIONS The Board has a written policy regarding how it will review and approve related person transactions (as defined below). The Board Composition and Corporate Governance Committee is responsible for administering this policy. The policy is available on our website at https://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. The policy defines a related person transaction as any transaction in which the Company is or will be a participant, in which the amount involved exceeds $120,000, and in which any Related Person or any of their immediate family members has or will have a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, and shareowners who own more than 5% of the Company’s securities. The policy sets forth certain transactions, arrangements, and relationships not reportable under SEC rules that do not constitute related person transactions. Under this policy, each director, director nominee, and executive officer must report each proposed or existing transaction between us and that individual or any of that individual’s immediate family members to our Chief Legal Officer. Our Chief Legal Officer will assess and determine whether any transaction reported to her, or of which she learns, constitutes a related person transaction. If our Chief Legal Officer determines that a transaction constitutes a related person transaction, she will refer it to the Board Composition and Corporate Governance Committee. If a reported transaction involves the Chief Legal Officer or any immediate family member, the assessment and determination will be made by the Chief Financial Officer and referred to the Board Composition and Corporate Governance Committee, as appropriate. The Board Composition and Corporate Governance Committee will approve or ratify a related person transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company and its shareowners. In determining whether to approve or ratify a related person transaction, the Board Composition and Corporate Governance Committee will consider factors it deems appropriate, including:

  10. Ombuds

    | ● | The fairness to the Company; | | ● | Whether the terms of the transaction would be on the same basis if a related person was not involved; | | ● | The business reasons for the Company to participate in the transaction; | | ● | Whether the transaction may involve a conflict of interest; | | ● | The nature and extent of the related person’s and our interest in the transaction; and | | ● | The amount involved in the transaction. |

  11. Ombuds

    There are no related person transactions to report in this proxy statement. CORPORATE GOVERNANCE DOCUMENTS CORPORATE GOVERNANCE DOCUMENTS You will find current copies of the following corporate governance documents on our website at https://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html:

  12. Ombuds

    | ● | Certificate of Incorporation | | ● | By-laws | | ● | Board of Directors Guidelines on Corporate Governance | | ● | Audit Committee Charter | | ● | Board Composition and Corporate Governance Committee Charter | | ● | Compensation and Talent Management Committee Charter | | ● | Technology Committee Charter | | ● | Lead Independent Director Charter | | ● | Code of Conduct | | ● | Hiring Policy for Employees of Outside Auditor | | ● | Related Person Transactions Policy | | ● | Executive Compensation Recoupment Policy | | ● | Shareowner Communications to the Board and Ombudsman |

  13. Ombuds

    We will provide printed copies of any of these documents to any shareowner upon written request to Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, WI 53204, USA. ELECTION OF DIRECTORS BOARD OF DIRECTORS INTRODUCTION Our Certificate of Incorporation provides that the Board will consist of three classes of directors, that are as nearly equal in number as possible, serving staggered three-year terms. One class of directors is elected each year with terms extending to the third succeeding Annual Meeting after election. The terms of four directors expire at the 2026 Annual Meeting. The Board has nominated three of these directors, upon the recommendation of the Board Composition and Corporate Governance Committee, for election as directors at this Annual Meeting with terms expiring at the 2029 Annual Meeting. Donald Parfet notified the Board that he will not be running for re-election, as he has reached the Board retirement age and maximum tenure as outlined in our Guidelines on Corporate Governance. The Board decreased its number of directors from eleven to ten effective immediately before the 2026 Annual Meeting. Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the three nominees specified below, subject to applicable NYSE regulations. If for any reason any of these nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee. Alternatively, the Board may decrease the number of directors. The Board has adopted Guidelines on Corporate Governance that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines on Corporate Governance set forth the Board’s governance practices with respect to leadership structure, Board meetings and access to senior management, director compensation, director qualifications, Board performance, management development and succession planning, director stock ownership, and enterprise risk management. The Guidelines on Corporate Governance are available on our website at https://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. DIRECTOR INDEPENDENCE Our Guidelines on Corporate Governance require that a substantial majority of the members of the Board be independent directors. For a director to be independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established guidelines, which are contained in our Guidelines on Corporate Governance, to assist it in determining director independence in conformity with the NYSE listing requirements. These guidelines are available on our website at https://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. After considering these guidelines and the independence criteria of the NYSE, the Board has determined that none of the current directors, other than Mr. Moret (who is a current employee of the Company), have a material relationship with the Company and each of the directors, other than Mr. Moret, is independent. There were no transactions, relationships, or arrangements that required review by the Board for purposes of determining director independence. NOMINATION PROCESS The Board Composition and Corporate Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board. The Committee will consider director candidates recommended by shareowners. Shareowners can recommend director candidates by writing to the Corporate Secretary at Rockwell Automation, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. The recommendation must include the candidate’s name, biographical data and qualifications, and any other information required by the SEC to be included in a proxy statement with respect to a director nominee. Any shareowner recommendation must be accompanied by a written statement from the candidate indicating his or her willingness to serve if nominated and elected. The recommending shareowner also must provide evidence of being a shareowner of record of our common stock at that time. In addition to recommending director candidates to the Committee, shareowners may nominate candidates for election to the Board directly at the Annual Meeting by following the procedures and providing the information set forth in our by-laws. See “Shareowner Proposals for 2027 Annual Meeting” set forth later in this proxy statement. Eligible shareowners may also use our proxy access by-law to nominate candidates for election to our Board provided the shareowners and nominees satisfy specified requirements. The Committee, the Chairman and CEO, or other members of the Board may identify a need to add new members to the Board or fill a vacancy on the Board. In that case, the Committee will initiate a search for qualified director candidates, seeking input from senior management and Board members, and to the extent it deems it appropriate, outside search firms. The Committee will evaluate qualified candidates and then make its recommendation to the Board. DIRECTOR QUALIFICATIONS In making its recommendations to the Board concerning director candidates, the Committee considers various criteria outlined in our Board Membership Criteria (see Exhibit A to the Committee’s Charter). Specifically, our Board Membership Criteria provides that our directors should (i) have a variety of experience and backgrounds, (ii) have high-level managerial experience or be accustomed to dealing with complex problems, and (iii) represent the balanced best interests of all shareowners, considering the overall composition and needs of the Board and factors such as differences of background, age, and specialized expertise in the areas of corporate governance, finance, industry, international operations, cybersecurity, technology and innovation, and risk management. The Board Membership Criteria highlight the importance of directors’ experience, ability to collaborate, integrity, ability to provide constructive and direct feedback, lack of bias, and independence. Directors must also have sufficient time available to devote to the affairs of the Company. The Guidelines on Corporate Governance specifically note that directors must continue to meet the Board’s Membership Criteria throughout their tenure, including having sufficient time available to devote to the affairs of the Company to carry out their responsibilities as a director. The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates. BOARD SKILLS, QUALIFICATIONS, AND EXPERIENCE The Board has determined that all of the Company’s directors are deeply experienced in risk oversight, financially literate, and possess the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board. In addition, there are seven distinct sets of skills or experience described below that we believe should be represented on our Board to enable the Board to effectively fulfil its governance responsibilities and provide guidance to the management team on the Company’s strategy and execution of that strategy. The Board Composition and Corporate Governance Committee strives to ensure that our directors have an appropriate balance of these talents.

  14. Ombuds

    | Skills and Experience | Relevance to Rockwell Automation’s Strategy | No. of Directors | | Relevant Technology and Innovation, including experience in leveraging software technology to solve customer issues, proficiency in commercializing disruptive innovations and developing innovative business models, and knowledge of digitization, mobility, cybersecurity, data management and analysis, and integrated software/hardware. | Rockwell Automation is committed to enabling the next generation of smart manufacturing and The Connected Enterprise®. As a company focused on technology and innovation, we value directors with technology experience and knowledge, who can provide important insights on our innovation strategy and execution of that strategy. | | | Sales and Marketing, including experience growing market share/revenue through innovative marketing and effective selling, a history of building brand awareness and equity, knowledge of how to enhance enterprise reputation and image, an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers, and experience in building durable and profitable as-a-service revenue streams. | Rockwell Automation seeks to grow market share and build brand awareness. Directors with experience in marketing and selling provide effective oversight of this aspect of our growth and performance strategy. | | | Industry/Operational/Manufacturing, including experience in industrial automation and information, knowledge of markets and vertical market segments, exposure to operational technology and information technology and familiarity with operational processes across end markets (discrete, hybrid, continuous process), and experience in overseeing manufacturing operations or in developing, marketing, and delivering services/solutions to address manufacturing needs. | Experience in industrial automation and manufacturing industries is key to providing guidance on our growth and performance strategy. Directors with this type of experience provide insight on marketplace dynamics and key performance indicators to drive our strategic plan and business operations. | | | Financial/Accounting, including an understanding of finance and financial reporting processes for public companies, and awareness of strategies to ensure accurate and compliant reporting and robust financial controls. Directors with a financial/accounting background may meet regulatory requirements to be deemed a “Financial Expert”. | Rockwell Automation’s business involves complex financial transactions and reporting. Directors with a high level of financial literacy assist in evaluating our financial position, capital structure, financial strategy, and financial reporting. | |

  15. Ombuds

    | Skills and Experience | Relevance to Rockwell Automation’s Strategy | No. of Directors | | Risk and Governance Oversight, including experience serving on other public company boards and/or committees; a history of overseeing, managing, and mitigating risks, including cybersecurity, product security, regulatory compliance, intellectual property, and customer management; and an understanding of how to assess and develop strategies to address environmental, social, and governance matters, including corporate culture, sustainability, climate change, corporate responsibility, and social issues. | Rockwell Automation prioritizes corporate governance and responsibility. In the ordinary course of business we face various risks, including operating, regulatory compliance, information security, financial, and customer management. An understanding of these matters, and experience addressing them, is important for oversight of enterprise risk management and risk mitigation. Directors who have experience with environmental, social, and governance matters support our goals to evolve our culture with employees who can and want to do their best work and to contribute to the communities where we live and work. | | | Global Business, including a track record of growing market share and revenue in markets around the world; an understanding of how to drive growth in both mature and emerging markets, as well as regulated and free markets; and insight into the talent needs of diverse geographic markets. | Rockwell Automation does business in more than 100 countries. Our global presence is important to our competitive advantage. Directors who understand global business opportunities and challenges and global talent needs provide guidance on how to drive growth in markets around the world. | | | Public Company CEO or Executive Leadership, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management and mitigation, human capital management, a track record of success in a complex multinational organization, and in delivering organic and inorganic growth strategies. Specific attributes include: ability to manage complexity, ethical approach to conducting business, ability to resolve conflict and build consensus, and ability to lead high-functioning teams. | Rockwell Automation is a large global public company with complex organizational, operational, and business processes. Directors with experience leading large companies provide unique insights on strategy and operations needed to drive strong results and achieve enterprise goals. | |

  16. Ombuds

    BOARD REFRESHMENT, TENURE, AND DIVERSITY A continuing priority of the Board is ensuring the Board is composed of directors who bring different perspectives and viewpoints and have a variety of skills, experiences, and backgrounds to enable the Board to effectively fulfill its governance responsibilities and represent the long-term interests of shareowners. The Board recognizes the value of a diverse Board and thus has included differences of experiences and backgrounds as a factor that is taken into consideration in its Board Membership Criteria. The Board believes that it is important that its members reflect different viewpoints so that, as a group, the Board includes a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to shareowners. The Board believes that tenure should be discussed and evaluated by the Board from time to time and depends on the Board’s current situation and the needs of the Company. The Board believes that it contains an ideal balance of newer and longer-tenured directors, so we get the benefit of both fresh perspectives and extensive experience. The Board’s average tenure for director nominees and continuing directors is seven years, with five directors added to the Board in the past six years. Our directors with longer service are highly valued for their experience and Company-specific knowledge. They have a deep understanding of our business, provide historical context as the Board reviews and evaluates the Company’s strategy, and enhance Board dynamics and the Board’s relationship with management. The Board regularly reviews director succession and the mix of Board composition, backgrounds, and experience, especially when adding a new member. As part of this process, the Board evaluates the contributions and tenure of current Board members and compares them to the skills that might benefit the Company considering emerging needs. The Board seeks people with a variety of occupational and personal backgrounds to ensure that the Board benefits from a range of perspectives and to increase its diversity in such areas as business experience, global perspectives, race, gender, and ethnicity. The Board believes it is in the best position to determine the appropriate length of service for a director and overall board tenure, with its current mix providing for a highly effective and functioning Board. In addition to director refreshment, the Board considers refreshment of continuing directors at the Board Committee level by regularly evaluating and rotating Committee Chairs and members. The Guidelines on Corporate Governance include formal term limits for directors to ensure proper Board refreshment and alignment of director attributes and skills with the Company’s evolving strategy. A non-management director will not be nominated for re-election to the Board after he or she has served on the Board for 15 years or, if earlier, attained age 72. The Board may, if it determines it is in the best interest of the Company, make exceptions to these restrictions. Directors must also continue to meet the Board’s Membership Criteria throughout their tenure, including having sufficient time available to devote to the affairs of the Company to carry out their responsibilities as a director. SHAREOWNER ALIGNMENT Our director compensation program is designed to align director compensation directly with the interests of shareowners by paying a meaningful portion of director compensation in shares of our common stock. To further align their interests with shareowners, directors can defer cash fees to restricted stock units that are paid out in shares. In addition, directors are subject to stock ownership requirements. They are required to own shares of our common stock equal in value to five times the portion of the annual retainer payable in cash (with the cash retainer for fiscal year 2025 at $107,500) and may not sell any shares of our common stock until their stock ownership requirements are met. None of our directors receive compensation for their Board service from any source other than the Company. We seek to maintain a Board with experienced leaders who are familiar with governance issues and compliance with the laws and regulations applicable to our business. Our Board monitors shareowner views and considers shareowner feedback and perspectives in establishing and evaluating Company policies and practices. The Guidelines on Corporate Governance include a policy requiring directors to notify the Board before accepting a leadership position on another public company board. In addition, the Board recently reduced the number of public company boards on which our directors may serve. Both of these requirements allow the Board to evaluate any new responsibilities and confirm that our directors can continue to commit the time necessary to fulfil their responsibilities to our shareowners. ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2029

  17. Ombuds

    | William P. Gipson | INDEPENDENT | | Age 68 Director since 2020 COMMITTEES: ● Board Composition and Corporate Governance (Chair) ● Technology KEY QUALIFICATIONS: ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Retired President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer, The Procter & Gamble Company Mr. Gipson served as President, Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer at Procter & Gamble, a consumer goods company, from 2017 until his retirement in 2019. Mr. Gipson joined Procter & Gamble in 1985 and held a variety of management positions with increasing responsibility over his impressive tenure. He served as Senior Vice President of Research and Development for Asia Innovation Centers and as Beauty Care Sector Senior Vice President for R&D. He also held international leadership roles in South America and Singapore and helped create a half-billion-dollar business for a new product in the South American market. Mr. Gipson brings extensive leadership, innovation, business transformation, and global experience to the Board. His background in product development, packaging, and process innovation, combined with market expansion expertise, supports strategic oversight. His concurrent role as Chief Diversity and Inclusion Officer for eight years adds depth to his understanding of company culture and diversity initiatives. Furthermore, his international management experience enhances his global business perspective. OTHER PUBLIC BOARD SERVICE: ● ManpowerGroup (NYSE: MAN) (2020-present) |

  18. Ombuds

    | Pam Murphy | INDEPENDENT | | Age 52 Director since 2019 COMMITTEES: ● Audit ● Technology KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Former Chief Executive Officer, Imperva, Inc. Ms. Murphy previously served as Chief Executive Officer of Imperva, Inc., a cybersecurity software and services provider, from January 2020 to August 2024. Prior to Imperva, Ms. Murphy was Chief Operating Officer at Infor, Inc., a global leader in business cloud software products. Before joining Infor, she spent 11 years at Oracle Corporation, overseeing global sales operations, consulting operations across Europe, Middle East, Africa, Australia and New Zealand, and field finance for Oracle’s global business units. Earlier in her career, she worked in various roles at Andersen Consulting and Arthur Andersen. As a former Chief Executive Officer, Ms. Murphy brings strong leadership and operational experience to the Board, with deep expertise in cybersecurity, technology, global business, and finance. Her background includes oversight of global operational and financial functions, sales and marketing leadership, and go-to-market strategies. Her experience in building and leading teams targeting the manufacturing industry adds further depth to her board contributions. OTHER PUBLIC BOARD SERVICE: ● Visa, Inc. (NYSE: V) (2023-present) ● Meridian Link. Inc. (NYSE: MLNK) (2021 to 2023) |

  19. Ombuds

    | Robert W. Soderbery | INDEPENDENT | | Age 59 Director since 2022 COMMITTEES: ● Board Composition and Corporate Governance ● Technology KEY QUALIFICATIONS: ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | President and Chief Executive Officer, Diligence Machines, Inc. Mr. Soderbery is the President and Chief Executive Officer of Diligence Machines, an AI startup providing M&A solutions for corporate development teams. Mr. Soderbery previously served as Executive Vice President and General Manager of Flash Business at Western Digital Corporation, a position he held from October 2021 until January 2025. Prior to Western Digital, he was President of Uplift, Inc., a fintech company, from 2017 to 2021. Prior to joining Uplift, he held the role of Senior Vice President and General Manager of Enterprise Products and Solutions at Cisco Systems. 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 managing 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 innovation, technology roadmap, and product portfolio. He also brings great depth of knowledge in the review of acquisitions, which strengthens the Board’s ability to provide such oversight. OTHER PUBLIC BOARD SERVICE: ● None OTHER AFFILIATIONS: ● Stonepeak-Plus Infrastructure Fund LP |

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

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    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2027

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    | Alice L. Jolla | INDEPENDENT | | Age 60 Director since 2023 COMMITTEES: ● Audit ● Board Composition and Corporate Governance KEY QUALIFICATIONS: ● Technology & Innovation ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services, Microsoft Corporation Ms. Jolla is the Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services at Microsoft Corporation, a technology and software company. Ms. Jolla joined Microsoft in 2007 and has held roles of increasing responsibility, including serving as Corporate Controller from 2014 to 2020. Prior to Microsoft, she completed a two-year industry fellowship with the Financial Accounting Standards Board and held accounting management positions at Dow Chemical Company and Union Carbide Corporation. Ms. Jolla brings extensive expertise in financial processes, including those specific to SaaS business models, and has led diverse global teams in risk management and financial oversight. She oversees corporate accounting, financial reporting, shared services, controls and compliance, procurement, workplace services, physical security and controllership of Microsoft’s operating subsidiaries. Her leadership in developing finance talent adds strong human capital management experience to the Board. Furthermore, her experience as Corporate Controller provides deep insight into public company financials, reporting, and internal controls. OTHER PUBLIC BOARD SERVICE: ● None OTHER AFFILIATIONS: ● Committee on Corporate Reporting for Financial Executives International ● National Association of Black Accountants, Inc. |

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    | Timothy M. Knavish | INDEPENDENT | | Age 60 Director since 2024 COMMITTEES: ● Audit ● Compensation and Talent Management KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Chairman of the Board and Chief Executive Officer, PPG Industries, Inc. Mr. Knavish is the Chairman of the Board and Chief Executive Officer of PPG, a specialty materials company, a role he has held since 2023. Mr. Knavish began his career at PPG in 1987 as an engineer and has held roles of increasing responsibility, including Chief Operating Officer (March– December 2022) and Executive Vice President (October 2019–February 2022). He has served in executive leadership positions across the United States, Europe, and the Asia Pacific region. Mr. Knavish brings extensive international business and governance experience to the Board. His global leadership includes living and operating businesses in the Asia Pacific region, Europe, and Latin America. He has led enhancements in business sales capabilities, digital offerings, and acquisition strategy, including international acquisitions and integrations. His oversight of global supply chain operations and supply management adds depth to his operational expertise. Mr. Knavish’s leadership spans business strategy, operations, sales, financial oversight, and risk management. OTHER PUBLIC BOARD SERVICE: ● PPG Industries (NYSE: PPG) (2023 - present) Chairman of the Board OTHER AFFILIATIONS: ● American Coatings Association |

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    | Lisa A. Payne | INDEPENDENT | | Age 67 Director since 2015 COMMITTEES: ● Audit (Chair) ● Compensation and Talent Management KEY QUALIFICATIONS: ● Technology & Innovation ● Financial/Accounting ● Risk & Governance ● CEO/Executive Leadership | Former Vice Chairman and Chief Financial Officer, Taubman Centers, Inc. Ms. Payne served as Vice Chairman and Chief Financial Officer of Taubman Centers, Inc., (a real estate investment trust) from 2005 to 2016. Ms. Payne joined Taubman in 1997, serving as Executive Vice President and Chief Financial and Administrative Officer until 2005. Prior to Taubman, she spent ten years as an investment banker with Goldman Sachs & Co. She also served as Chairman of the Board of Soave Enterprises LLC and President of Soave Real Estate Group from 2016 through March 2017. Ms. Payne brings strong leadership, operational, and financial expertise to the Board. At Taubman, she led key operational and strategic initiatives, providing insights into company growth, competition, compensation, employee engagement, diversity and inclusion, and IT. Her CFO and investment banking experience adds deep financial literacy and accounting knowledge, enhancing the Board’s oversight of financial reporting and internal controls. Her extensive board and committee experience provides valuable governance, compensation, risk management, and compliance insights. OTHER PUBLIC BOARD SERVICE: ● Masco Corporation (NYSE: MAS) (2006 - present) Chairman of the Board |

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    CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2028

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    | James P. Keane | Lead Independent Director | | Age 66 Director since 2011 COMMITTEES: ● None KEY QUALIFICATIONS: ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Retired President and Chief Executive Officer, Vice Chair, Steelcase Inc. Mr. Keane served as President and Chief Executive Officer of Steelcase Inc., a global leader in office furniture and workplace solutions, from March 2014 to October 2021. Mr. Keane served on the Steelcase Board of Directors from 2013 until his retirement in 2022. Over his 25-year tenure, he held multiple senior leadership roles including President and Chief Operating Officer, Chief Financial Officer, and President of the Steelcase Group. In these roles, Mr. Keane held a vast array of responsibilities including leading sales, marketing, product development, engineering, manufacturing, design, and distribution across North America, Europe, Middle East and Africa, and Asia Pacific. Mr. Keane brings significant business experience and strategic insight to the Board, having served as both CEO and Vice Chair of a global public company. His extensive leadership background includes deep expertise in business operations, risk management, sales, marketing, and product development. As a former CFO, he also possesses strong financial literacy and accounting experience, including a thorough understanding of financial statements, internal controls, and audit committee functions. OTHER PUBLIC BOARD SERVICE: ● Newell Brands Inc. (NASDAQ: NWL) (2024 – present) ● Steelcase Inc. (NYSE: SCS) (2013 – 2022) |

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    | Blake D. Moret | | | Age 63 Director since 2016 COMMITTEES: ● None KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Chairman of the Board, President and Chief Executive Officer 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. Mr. Moret has extensive leadership experience within Rockwell Automation, beginning his career as a sales trainee in 1985. Over the years, he has held senior roles across marketing, solutions, services, product groups, and international assignments in Europe and Canada. As Chairman and CEO, Mr. Moret is driving Rockwell Automation’s strategy by focusing on customer needs and productivity opportunities. He leverages the company’s technology and domain expertise to deliver positive business outcomes and simplify the customer experience. His leadership is characterized by a deep understanding of the company’s values, culture, people, technology, and customers. Mr. Moret brings valuable insights to the Board in areas such as operations, technology, culture, industry trends, competitive positioning, and strategic direction. His experience on public company boards enhances his risk and governance oversight capabilities. OTHER PUBLIC BOARD SERVICE: ● PTC, Inc. (NASDAQ: PTC) (2018 – 2023) OTHER AFFILIATIONS: ● National Association of Manufacturers (NAM) – Vice Chair ● Director on the Board of the Business Roundtable ● Advanced Regenerative Medicine Institute (ARMI) |

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    | Thomas W. Rosamilia | INDEPENDENT | | Age 64 Director since 2016 COMMITTEES: ● Compensation and Talent Management ● Technology (Chair) KEY QUALIFICATIONS: ● Technology & Innovation ● Sales & Marketing ● Industry/Operations/ Manufacturing ● Financial/Accounting ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Retired Senior Vice President, IBM Mr. Rosamilia most recently served as Senior Vice President at IBM, a technology company, until his retirement in June 2023. Over his 30-plus year career at IBM, Mr. Rosamilia held numerous senior leadership positions. He served as Senior Vice President of IBM Software, directing product design, investment strategy, expert labs, global software development, marketing, and field operations. He also led IBM Systems and Technology Group and Integrated Supply Chain, served as General Manager of IBM’s WebSphere software division, and held the role of Vice President of IBM Corporate Strategy. From 2017 to 2018, he represented IBM Corporate Headquarters in Beijing, China, while leading the global IBM Systems business. In 2015, he was appointed Economic Advisor to the Governor of Guangdong Province, China. Mr. Rosamilia brings deep technological, strategic, and global business expertise to the Board. His leadership at IBM encompassed technology development, operations, risk management, cybersecurity, sustainability, and strategy. He oversaw IBM’s semiconductor, servers, storage, and system software businesses, as well as its supply chain and Global Business Partners organization. He led the transformation of IBM’s Systems & Technology Group to align with data-driven IT demands, initiated major investments in strategic areas, and exited non-aligned businesses. In 2013, he co-founded the OpenPOWER Foundation to promote open server design and development. He has overseen numerous acquisitions and divestitures and has extensive cybersecurity experience, including oversight of IBM’s cybersecurity program, CISO organization, and security software portfolio. OTHER PUBLIC BOARD SERVICE: ● None |

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    | Patricia A. Watson | INDEPENDENT | | Age 59 Director since 2017 COMMITTEES: ● Compensation and Talent Management (Chair) ● Technology KEY QUALIFICATIONS: ● Technology & Innovation ● Industry/Operations/ Manufacturing ● Risk & Governance ● Global Business ● CEO/Executive Leadership | Retired Chief Information and Technology Officer, NCR Atleos Corporation Ms. Watson previously served as Chief Information and Technology Officer at NCR Atleos (a software company) from 2023 until 2024, where she led the company’s information and technology team and technology leadership council. Ms. Watson served as Chief Information Officer at NCR Corporation from October 2022 to October 2023. Prior to that, she held executive roles at Intrado Corporation, including President of Cloud Collaboration (2020 to 2022) and Co-President of Enterprise Collaboration. Before joining Intrado, she was Senior Executive Vice President and Chief Information Officer at Total System Services (TSYS). Earlier in her career, she served as Vice President and Global Chief Information Officer for The Brink’s Company and held various technology roles at Bank of America. Ms. Watson also served in the United States Air Force for ten years as executive staff officer, flight commander, and director of operations. Ms. Watson brings extensive technology, information security, and executive experience to the Board. She has strong strategic leadership, business, financial oversight, and technical skills. She has applicable experience in aligning an organization’s technology to its strategy and led digital transformations, cybersecurity programs, and system infrastructure initiatives. This background provides critical insights into emerging technologies, risk identification and management, information security, talent, and strategy. She also has experience in audit, internal controls and compliance, and the human resources function including human capital management. OTHER PUBLIC BOARD SERVICE: ● Southwest Airlines Co. (NYSE: LUV) (2024 – present) ● Global Payments Inc. (NYSE: GPN) (2025 – present) |

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    ANNUAL 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 directors’ interests 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 ($5-18 billion revenue range), 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. 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 year 2025.

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    DIRECTOR STOCK OWNERSHIP REQUIREMENT ANNUAL LIMIT Share-based compensation to non-employee directors is delivered under the 2020 Long-Term Incentives Plan effective February 5, 2020 and includes an annual limit of $750,000 on total compensation of each non-employee director, including cash- and share-based compensation. DEFERRAL ELECTION Under the terms of our Directors Deferred Compensation Plan, directors may elect to defer all or part of the cash payment of Board retainer or Committee fees until such time as the director specifies, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, each director has the opportunity each year to defer all or any portion of the annual grants of common stock, cash retainer, and Committee fees by electing to instead receive restricted stock units valued, in the case of cash deferrals, at the closing price of our common stock on the NYSE on the date each payment would otherwise be made in cash. OTHER BENEFITS We reimburse directors for transportation, lodging, and other expenses actually incurred in attending Board and Committee meetings. We also reimburse directors for similar travel, lodging, and other expenses for their spouses to accompany them to a limited number of Board meetings held as retreats to which we invite spouses for business purposes. From time to time and when available, directors and their spouses are permitted to use our Company aircraft for travel to Board meetings. In fiscal year 2025, we hosted one in-person Board retreat and spouses were invited to attend. Directors are eligible to participate in a matching gift program under which we match donations made to eligible educational, arts, or cultural institutions. Gifts are matched up to an annual calendar year maximum of $10,000. DIRECTOR STOCK OWNERSHIP REQUIREMENT Non-employee directors are subject to stock ownership requirements and may not sell any shares of our common stock until the requirement is met. To further align directors’ and shareowners’ economic interests, our Guidelines on Corporate Governance provide that non-management directors are required to own, within five years after joining the Board, shares of our common stock (including restricted stock units) equal in value to five times the portion of the annual retainer that is payable in cash. All directors met the requirements as of September 30, 2025, except for Mr. Knavish, who joined the Board in February 2024, and is within the five-year compliance window. DIRECTOR COMPENSATION TABLE DIRECTOR COMPENSATION TABLE The following table shows the total compensation earned by each of our non-employee directors during fiscal 2025.

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    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | William P. Gipson | 132,500 | 200,000 | 23,528 | 356,028 | | Alice L. Jolla | 107,500 | 200,000 | - | 307,500 | | James P. Keane | 147,500 | 200,000 | 10,000 | 357,500 | | Timothy M. Knavish | 107,500 | 200,000 | - | 307,500 | | Pam Murphy(4) | 107,500 | 200,000 | - | 307,500 | | Donald R. Parfet | 107,500 | 200,000 | 21,329 | 328,829 | | Lisa A. Payne | 137,500 | 200,000 | - | 337,500 | | Thomas W. Rosamilia | 132,500 | 200,000 | 20,000 | 352,500 | | Robert W. Soderbery | 107,500 | 200,000 | 7,734 | 315,234 | | Patricia A. Watson | 132,500 | 200,000 | 1,800 | 334,300 |

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    | (1) This column represents the amount of cash compensation earned in fiscal 2025 for Board and Committee Chair service (whether deferred and whether the directors elected to receive restricted stock units in lieu of cash fees). It includes the Lead Independent Director fee for Mr. Keane for the fiscal year. | | (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), which were granted under the 2020 Long-Term Incentives Plan. On December 5, 2024, each director received 674 shares, based on the closing price of our common stock on the NYSE on that date of $297.10, with an aggregate grant date fair value of $200,000 in payment of the common stock portion of the annual retainer. The grant date for the annual retainer 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. 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, 2025, Messrs. Gipson, Parfet, and Soderbery had restricted stock units outstanding of 4,826, 2,162, and 1,476, 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) This column consists of cash dividend equivalents paid on restricted stock units for Messrs. Gipson, Parfet, and Soderbery of $23,528, $11,329, and $7,734, respectively, and the Company’s matching donations under the Company’s matching gift program for Messrs. Keane, Parfet and Rosamilia, and Ms. Watson, of $10,000, $10,000, $20,000, and $1,800, respectively. Mr. Rosamilia’s fiscal year donations were in December 2024 and June 2025, resulting in a $20,000 matching gift in fiscal year 2025. 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. | | (4) Aggregate earnings in fiscal 2025 on the directors’ deferred cash compensation balance was $35,315 for Ms. Murphy. We do not pay “above market” interest on non-qualified deferred compensation; therefore, this amount is not included within All Other Compensation. |

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    | ● | 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 |

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    | Type | Element | Link to Shareowner Value | Key Features | | | Base Salary | Provide market competitive cash compensation to attract and retain the best executive talent. | ● Merit increases are reviewed annually, generally effective in January. ● Competitive pay based on market median, scope, experience, individual performance, and internal alignment. | | | Annual Incentive | Promote, incentivize, and reward achievement of key strategic and financial performance measures. | ● NEO target award based on scope of role and responsibilities, market median, experience, individual performance, and internal alignment. ● Cash payout based on performance against four key financial goals, plus or minus adjustments up to 10% of target incentive for performance against strategic culture goals, and payout modifiers based on performance to individual, team, segment, or Company goals. ● Actual payouts can range from zero to 200% of target incentive. | | | Long-term Incentives | Performance Shares (40%) Align interests of executives with those of our shareowners by motivating and rewarding achievement of shareowner value. | ● Stock-based incentive that, if earned, vests after three years based on Total Shareowner Return (TSR) performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware, & Equipment). ● Actual payouts can range from zero to 200% of target incentive. | | | | Stock Options (30%) Promote long-term value-creating actions necessary to increase the market value of our stock, as award only provides value if our stock price appreciates. | ● Stock-based incentive that vests over three years in three equal annual instalments. ● Appreciation can be realized during the ten-year life of the award. | | | | Restricted Stock Units (30%) Promotes long-term retention, stock ownership, and alignment to shareowner interests. | ● Stock-based incentive that vests over three years in three equal annual instalments. |

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    | ● Compensation program design and annual benchmarking of executive pay levels based on data from nationally recognized compensation consulting firms and peers as explained below ● 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 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 |

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    | ● | No change in base salary for our NEOs during fiscal 2025 consistent with our focus on cost reduction and margin expansion actions that began in fiscal 2024. | | ● | For Fiscal 2025, participants in our annual incentive plan, including our NEOs, earned an annual incentive payout of 95.7%, reflecting strong performance against our financial targets and strategic culture goals. This includes exceeding our productivity target for the full fiscal year and mitigating the impact of tariffs on Adjusted EPS. | | ● | TSR performance for the period October 1, 2022 through September 30, 2025 at the 35th percentile of our comparator group resulting in 70% of target performance shares granted on December 9, 2022 being earned. |

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    | ● | Our employees’ knowledge of our customers and their applications and our technology are key factors that contribute to the success of our long-term business strategy. | | ● | 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. | | ● | 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, 92% of the CEO’s target compensation, and approximately 82% of the other NEOs’ target compensation, was compensation at-risk in fiscal 2025: |

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    | JUNE | | 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: ICP payout for the performance period just ending, base pay for the coming year, ICP targets for next fiscal year, and LTI awards for the performance period just beginning. | |

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    | ● | Review executive compensation strategy and programs and suggest changes to be considered to improve effectiveness; | | ● | Provide market data and trends and how they impact our executive compensation program; | | ● | Advise Company on setting CEO pay and other executive compensation; | | ● | Review materials and attend Committee meetings at the request of the Committee; and | | ● | Advise the Committee on best practices for governance of executive compensation as well as areas of possible concern or risks in the Company’s compensation program. |

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    During fiscal 2025, Willis Towers Watson was paid approximately $135,000 for executive compensation advice, other services to the Committee, director compensation advice, and other services to the Board Composition and Corporate Governance Committee. During such time, Willis Towers Watson was also paid approximately $3,005,000, of which $2,575,000, or 86%, was for core actuarial services and $430,000, or 14%, was for other human resources services to the Company and its benefit plans. The engagements for these other services were recommended by the management team and approved by the Committee. The Committee reviewed the Company’s relationship with Willis Towers Watson and concluded that Willis Towers Watson is independent and its relationship with the Company does not raise any conflict of interest. PEER GROUP The Committee believes it is important to clearly understand relevant compensation-related market pay practices 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 removed VMware from the peer group as it was acquired by Broadcom. No other changes to the peer group were made. Our fiscal 2025 Compensation Peer Group included the following 18 companies:

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    | 2025 COMPENSATION PEER GROUP | | | | | AMETEK, Inc. Amphenol Corporation Autodesk Corning Incorporated Dover Corporation Eaton Corporation plc Emerson Electric Co. Fortive Corporation Intuit Inc. | Keysight Technologies, Inc. NetApp, Inc. Palo Alto Networks Parker-Hannifin Corporation Seagate Technology, PLC Synopsys, Inc. TE Connectivity Trimble Inc. 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 | | | | | 58th REVENUE | 40th MARKET CAPITALIZATION |

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    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 200 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 information for management and the Committee to determine appropriate target compensation opportunities for our NEOs 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. USE OF TALLY SHEETS We consider the total compensation (earned or potentially available) for each NEO in establishing each element of compensation. As part of our compensation review process, the management team presents to the Committee a total compensation review or “Tally Sheet”. This review encompasses three years of all elements of compensation, including base salary, annual incentives, realized value of LTI awards, and retirement benefits. We also review each NEOs’ Company stock ownership as well as potential termination payments. Based upon the results of this analysis, the Committee concluded that our compensation programs are in line with our compensation philosophy. ROLE OF MANAGEMENT The Committee assesses the performance of the CEO and sets the CEO’s compensation in executive session without the CEO present. The CEO reviews the performance of our other officers, including the other NEOs, with the Committee and makes recommendations regarding each element of their compensation for the Committee’s review and approval. The Committee and the CEO are assisted in their review by Willis Towers Watson and the Senior Vice President, Chief People & Legal Officer. The other NEOs do not play a role in their own compensation determinations other than discussing their performance with the CEO. FISCAL 2025 COMPENSATION DECISIONS BASE SALARY The Committee reviews base salaries for our officers on an annual basis, as well as at time of hire, promotion, or other change of responsibilities. In determining our NEOs’ base salaries, the Committee considers:

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    | ● | Our Peer Groups’ benchmarks and external market factors; | | ● | Our performance and each NEO’s performance compared to operating and leadership objectives; | | ● | Scope of role, experience, skills, and internal equity among the NEOs; and | | ● | Salary increase plans for other employees. |

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    | Name | Annual Incentive Target % of Base Salary | | Blake D. Moret | 150% | | Christian E. Rothe | 100% | | Matthew W. Fordenwalt | 80% | | Scott A. Genereux | 80% | | Rebecca W. House | 80% |

  46. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout Organic ARR, sales growth, Adjusted EPS, and free cash flow directly link incentive metrics to key Company financial goals with a balance between sales, earnings, and capital management. The Committee uses the Company’s annual operating plan as the basis for setting our financial goals under our incentive compensation plans. As shown in the table below, fiscal 2025 target goals were set at 4.8% organic sales growth, Adjusted EPS of $10.60 (9% increase from fiscal 2024), 12% organic ARR growth, and $1.2 billion of free cash flow. The Committee determined that meeting these goals would require significant effort and achievement on the part of the management team and all Company employees in the continued execution of our strategy. Moreover, the Committee determined that no payments would be made under the ICP if Adjusted EPS was less than $9.20, regardless of performance against any of the other financial goals. On an annual basis the Committee evaluates whether any adjustments to the calculation of the ICP financial measures are appropriate for items such as acquisitions or legal settlements that were not anticipated at the time the goals were set. See Other Information and Supplemental Financial Information sections below for the reconciliation to our externally reported results. In recognition of the critical role that culture plays in the Company’s success, our fiscal 2025 ICP also included a possible adjustment based on strategic Company goal performance tied to the evolution of our culture, which includes four tenets:

  47. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    | ● | 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. |

  48. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    A positive or negative ten percent adjustment to the fiscal 2025 ICP payout could be applied based on the CEO and Committee’s assessment of progress made on the strategic culture goals. Additionally, the Committee can adjust the NEO payout based on individual, team, segment, or Company performance negatively to zero or positively up to two times the NEO’s target annual incentive amount. 2025 PERFORMANCE AND PAYOUT RESULTS The following table shows the 2025 financial goals used to determine award payouts under our ICP for fiscal 2025 and our performance compared to the goals as explained above. In fiscal year 2025, the company also navigated tariff-related challenges and executed a productivity plan to enhance operational performance, resulting in approximately $325 million benefit from cost reduction and margin expansion actions. We continued to make meaningful progress in strengthening our four cultural tenets, notably by fostering a more engaging work environment and strengthening employee capabilities through our return-to-office initiatives and targeted training programs. In recognition of the significant impact these efforts had on our FY25 results—and their strategic importance for future performance—the Committee, upon recommendation from our CEO, approved a positive adjustment of 10% of target ICP payouts, as indicated below. This resulted in a fiscal 2025 incentive plan earned payout percentage of 95.7%, prior to the application of individual, team, or segment-level adjustments.

  49. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    | Financial Measure(1) | Threshold 25% Payout | Target 100% Payout | Maximum 200% Payout | Weighting | Payout Result Percentage | | Adjusted EPS for ICP | | | | 40% | 32.8% | | Organic Sales Growth | | | | 25% | 12.9% | | Organic ARR Growth | | | | 15% | 0.0% | | Free Cash Flow for ICP | | | | 20% | 40.0% | | | | ICP earned payout percentage for financial measures | | | 85.7% | | | | Adjustment based on achievement of strategic culture goals and Company performance | | | 10.0% | | | | Fiscal 2025 incentive plan earned payout | | | 95.7% | | Payout Trigger: Adjusted EPS for ICP must be above $9.20 for any ICP payout. | | | | | |

  50. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

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

  51. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    The following table includes the fiscal 2025 incentive payment calculations for our NEOs.

  52. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    | Name | Fiscal Year End Base Salary ($)X | Annual Incentive Target % of Base Salary (%)X | Fiscal 2025 Incentive plan earned payout (%) | = | Fiscal 2025 Incentive Payments ($) | | Blake D. Moret | 1,210,456 | 150% | 95.7% | | 1,737,610 | | Christian E. Rothe | 800,000 | 100% | 95.7% | | 765,600 | | Matthew W. Fordenwalt | 600,000 | 80% | 95.7% | | 459,360 | | Scott G. Genereux | 644,280 | 80% | 95.7% | | 493,261 | | Rebecca W. House | 663,624 | 80% | 95.7% | | 508,071 |

  53. PAYOUT TRIGGER: Fiscal year 2025 Adjusted EPS must be above $9.20 for any payout

    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 the annual LTI award for the CEO. The CEO recommends and the Committee approves annual LTI awards for other executive officers, including the other NEOs, on an individual basis. The CEO also recommends and the Committee approves the aggregate annual LTI award pool for all other employees. 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 2025, the LTI program for executives continues to include total award value distributed among stock options, performance shares, and restricted stock in the following proportions:

  54. 2025 LTI COMPONENTS/WEIGHTING

    2025 LTI COMPONENTS/WEIGHTING The distribution of annual LTI by award type is based on our review of the market practices of our Peer Groups, our pay for performance philosophy, and a 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 makes other compensation decisions. Annual LTI awards for officers occur on the same date as annual LTI awards for our other 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 2025 annual LTI awards for the NEOs, the following factors were considered:

  55. 2025 LTI COMPONENTS/WEIGHTING

    | ● | 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 longterm performance. |

  56. 2025 LTI COMPONENTS/WEIGHTING

    The following table includes the aggregate grant date fair value of awards granted in fiscal 2025. 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 and performance in the role and position to market benchmarks of our Peer Groups. Our annual LTI award components are explained below.

  57. 2025 LTI COMPONENTS/WEIGHTING

    | Name | Fiscal Year 2025 LTI ($) | | Blake D. Moret | 11,000,431 | | Christian E. Rothe | 3,200,528 | | Matthew W. Fordenwalt | 2,500,565 | | Scott A. Genereux | 2,200,320 | | Rebecca W. House | 2,200,320 |

  58. 2025 LTI COMPONENTS/WEIGHTING

    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 2025 was $297.10, the closing price on December 5, 2024). We do not reprice stock options, and it is prohibited by our long-term incentive plan. 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.

  59. 2025 LTI COMPONENTS/WEIGHTING

    | | 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% |

  60. 2025 LTI COMPONENTS/WEIGHTING

    2023-2025 PERFORMANCE SHARE PAYOUT RESULTS For the performance period from October 1, 2022, to September 30, 2025, our three-year TSR of 54.7% was at the 35th percentile of the companies in the S&P 500 Selected GICS Groups including Capital Goods, Software & Services, Technology, Hardware & Equipment companies, resulting in 70% 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 four of our NEOs that received an award on December 9, 2022. We believe 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. RESTRICTED STOCK UNITS We grant restricted stock units primarily to attract and retain high quality executives and to align with shareowner interests. 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 this approach aligns to prevalent market practice and positions us to attract and retain talent. PERQUISITES During fiscal 2025, our officers received very limited perquisites that included personal liability insurance, annual physicals, and, if applicable, recreational activities at Board retreats, relocation assistance, expatriate benefits, and limited personal use of Company plane and entertainment suites. Upon retirement, officers may elect to continue the personal liability insurance coverage at their own expense. For more information on our NEO perquisites during fiscal 2025, see the All Other Compensation Table below. OTHER Our NEOs receive the same benefits as other eligible U.S. salaried employees. They participate on the same basis as other eligible U.S. salaried employees in our health and welfare plans, pension plan and 401(k) savings plan, and patent recognition program. Our non-qualified pension and savings plans use the same formulas as our qualified plans and provide benefits that may not be paid under our qualified plans due to limitations under the Internal Revenue Code of 1986, as amended (the “Code”). Our deferred compensation plan offers investment measurement options similar to those in our 401(k) savings plan and does not have any guaranteed rates of return. COMPENSATION RISK ASSESSMENT The Committee engages Willis Towers Watson annually to conduct a review of our executive compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way that could materially affect the Company. Willis Towers Watson reviews the measures used in each program, the target-setting process, and the overall governance of our compensation plans. The 2025 review concluded that we have strong governance procedures and that our plans do not present a material risk to the Company or encourage excessive risk-taking by participants. Willis Towers Watson determined our executive compensation programs do not encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

  61. 2025 LTI COMPONENTS/WEIGHTING

    | ● 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 excessive risk taking | ● 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 |

  62. 2025 LTI COMPONENTS/WEIGHTING

    OTHER COMPENSATION POLICIES 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, 2028. 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. STOCK OWNERSHIP POLICY We believe our focus on pay for performance is sharpened by aligning the long-term financial interests of our officers with those of our other shareowners. Accordingly, our stock ownership policy sets the following minimum ownership requirements for our officers. Our policy requires the following ownership requirements:

  63. 2025 LTI COMPONENTS/WEIGHTING

    | | Common Stock Market Value (Multiple of Base Salary) | | Chief Executive Officer | 6 | | Senior Vice President Officers | 3 | | Vice President Officers | 1.5 |

  64. 2025 LTI COMPONENTS/WEIGHTING

    Officers must meet the ownership requirement within five years. There is also a hold-until-met requirement that prohibits an officer below the ownership guideline from selling his or her shares of stock, except for sales to cover taxes, the exercise price of stock options, and transaction costs. In addition, the policy expressly encourages officers to use Rule 10b5-1 trading plans for transactions involving sales of Company common stock. Our stock ownership policy includes shares owned directly (including restricted stock units) or through our savings plans (including share equivalents under our non-qualified savings plans) when determining whether an officer meets the ownership requirements. We exclude stock options or performance share units when considering ownership. As of September 30, 2025, all NEOs met the stock ownership requirements. OFFICER TRADING RESTRICTIONS Under our trading procedures, an officer may not engage in any transactions involving Company securities, including gifts and option exercises, without first obtaining pre-clearance of the transaction from our Chief Legal Officer or Assistant Secretary. Generally, trading is only permitted during announced trading periods. Employees subject to trading restrictions, including officers, may enter into a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that would allow trades outside a trading period. Our policy on Rule 10b5-1 trading plans requires (i) plans to be entered into during an open trading window, (ii) trades to occur during a trading window unless the plan uses a limit price or is used to pay taxes on equity vesting outside a window, (iii) a minimum 90-day wait before the first trade can occur, and (iv) Company approval. Plans can be amended only during an open trading window and cannot be terminated except in extraordinary circumstances, subject in both cases to approval by our Chief Legal Officer. We also have an anti-hedging policy that prohibits employees from engaging in any transaction that is designed or intended to hedge or otherwise limit exposure to decreases in the market value of Company stock, and an anti-pledging policy that prohibits officers from pledging Company securities. RECOUPMENT POLICY, CLAWBACKS, AND OTHER POST-EMPLOYMENT PROVISIONS Our updated recoupment (clawback) policy was adopted by our Board effective as of October 1, 2023, with changes made in accordance with the SEC rules adopted to implement requirements of the Dodd-Frank Act. The policy applies to current and former officers subject to Section 16 of the Exchange Act and includes a three-year lookback for incentive compensation from the time of a material restatement if a recoupment is required. Under the policy, in the event of a restatement of our consolidated financial statements, whether at fault or otherwise, the Committee will, if applicable, require reimbursement or payment to us of the excess amount of any incentive compensation received by the officer during the three fiscal years preceding the earlier to occur of (i) the date on which the Company determines, or reasonably should have determined, such restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare such restatement, over the amount of incentive compensation that would have been received by the officer had it been based on the restated financial statements. The Committee believes that the Company’s clawback policy is in keeping with good standards of corporate governance and mitigates the potential for excessive risk taking by Company executives. Additionally, our equity award agreements contain certain post-employment restrictive covenants, including two-year non-competition and non-solicitation covenants, that give the Company the right in certain jurisdictions, in the event of a breach, to recoup the gain on any shares of Company common stock acquired during the two years before the date of the officer’s retirement or other termination of employment. DEDUCTIBILITY The Tax Cuts and Jobs Act of 2017 enacted significant changes to Section 162(m) of the Code, including the repeal of the “performance-based” compensation exemption and the expansion of the definition of “covered employees”. As a result of these changes, we expect that compensation to NEOs in excess of $1 million will not be deductible by the Company unless it qualifies for limited transition relief that applies to certain arrangements in place as of November 2, 2017, that have not been materially modified. SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of each of the NEOs for the fiscal years ended September 30, 2025, 2024, and 2023.

  65. 2025 LTI COMPONENTS/WEIGHTING

    | 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 | 2025 | 1,210,456 | 0 | 7,700,421 | 3,300,010 | 1,737,610 | 1,403,433 | 49,777 | 15,401,707 | | | 2024 | 1,210,456 | 0 | 7,700,286 | 3,300,061 | 0 | 4,196,718 | 23,283 | 16,430,804 | | | 2023 | 1,198,817 | 0 | 7,000,325 | 3,000,013 | 3,006,773 | 2,519,169 | 39,923 | 16,765,020 | | Christian E. Rothe Senior Vice President & Chief Financial Officer | 2025 | 800,000 | 250,000 | 2,240,479 | 960,049 | 765,600 | 0 | 22,139 | 5,038,267 | | | 2024 | 95,019 | 500,000 | 1,000,069 | 1,000,078 | 0 | 0 | 37,475 | 2,632,641 | | Matthew W. Fordenwalt Senior Vice President, Lifecycle Services | 2025 | 600,000 | 0 | 1,750,495 | 750,070 | 459,360 | 269,884 | 35,514 | 3,865,323 | | Scott A. Genereux Senior Vice President, Chief Revenue Officer | 2025 | 644,280 | 0 | 1,540,281 | 660,039 | 493,261 | 0 | 54,765 | 3,392,626 | | | 2024 | 644,280 | 0 | 1,540,343 | 660,047 | 0 | 0 | 97,442 | 2,942,112 | | | 2023 | 638,085 | 0 | 1,750,231 | 750,042 | 853,542 | 0 | 63,923 | 4,055,823 | | Rebecca W. House Senior Vice President, Chief People & Legal Officer & Secretary | 2025 | 663,624 | 0 | 1,540,281 | 660,039 | 508,071 | 0 | 83,982 | 3,455,997 | | | 2024 | 663,624 | 0 | 1,540,343 | 660,047 | 0 | 0 | 84,939 | 2,948,953 | | | 2023 | 657,243 | 0 | 2,100,434 | 900,004 | 879,169 | 0 | 57,270 | 4,594,120 |

  66. 2025 LTI COMPONENTS/WEIGHTING

    | ● | 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. |

  67. 2025 LTI COMPONENTS/WEIGHTING

    | | Summary Compensation Table Total for PEO(1) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid(3) to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment based on: | | | Adjusted Earnings Per Share for ICP(6) ($) | | Year | | Compensation Actually Paid(3) to PEO ($) | | | Total Shareowner Return(4) ($) | Peer Group(5) Total Shareowner Return ($) | Net Income ($ millions) | | | 2025 | 15,401,707 | 25,161,026 | 3,938,053 | 5,917,881 | 172.60 | 226.14 | 749 | 10.34 | | 2024 | 16,430,804 | 3,313,780 | 3,238,283 | 982,008 | 130.30 | 191.00 | 948 | 9.71 | | 2023 | 16,765,020 | 21,012,628 | 4,569,652 | 5,928,779 | 136.20 | 140.01 | 1,278 | 12.15 | | 2022 | 10,987,703 | 5,414,576 | 3,629,139 | 1,985,347 | 100.79 | 107.15 | 919 | 9.48 | | 2021 | 13,517,285 | 22,825,839 | 2,994,262 | 3,965,622 | 135.41 | 128.32 | 1,344 | 9.10 |

  68. 2025 LTI COMPONENTS/WEIGHTING

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

  69. Audit Committee

    | (1) Outstanding equity awards as of December 10, 2025, for the Prior Plans equal to one share for each stock options, restricted stock units, and performance shares (assumed at 200% maximum performance). | | (2) Beginning December 10, 2025, any awards granted under the 2020 Plan will reduce the share reserve of the proposed 2026 Plan—by one share for each stock option granted and by 2.93 shares for each other type of award. If the 2026 Plan is approved by our shareowners at our Annual Meeting, the authority to issue new awards under any Prior Plan will terminate. |

  70. Section 5: Stock Available under Plan; Limits on Awards

    | (c) Non-Employee Director Compensation Limit. The maximum amount of any cash or other compensation that may be paid to any single Non-Employee Director, together with the value as of the date of grant of any Stock-based Award granted to such Non-Employee Director under the Plan or any other Stock-based award granted to such Non-Employee Director under any other plan or program of the Corporation or a Subsidiary (calculated based on the grant date fair value of such equity awards for financial reporting purposes), in any fiscal year of the Corporation in respect of his or her service as a member of the Board of Directors during such fiscal year shall not exceed $750,000. | | (d) Minimum Vesting Requirements. Notwithstanding anything to the contrary in the Plan, no Award may vest, in the ordinary course, prior to the first anniversary of the date of grant of the Award. However, up to 5% of the number of the shares reserved under the Plan may be subject to Awards that do not meet such vesting requirements. |