Emerson Electric Co DEF 14A, filed Dec 12, 2025

Emerson Electric Co (EMR)

DEF 14A 2025-12-12 For: 2025-09-30

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Added on June 12, 2026

About this DEF 14A

Emerson Electric Co filed this DEF 14A on December 12, 2025.

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o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Materials Pursuant to § 240.14a-12




JAMES S. TURLEY						LAL KARSANBHAI
Chair of Board of Directors						President, Chief Executive Officer and Director


DATE AND TIME:			Tuesday, February 3, 2026, 10:00 a.m. CST
PLACE/MEETING ACCESS:			Virtual Meeting website accessible at www.virtualshareholdermeeting.com/EMR2026
ITEMS OF BUSINESS:			1.To elect as Directors the three nominees named in the accompanying proxy statement. 2.To approve, on an advisory basis, the compensation of Emerson’s named executive officers. 3.To ratify the appointment of KPMG LLP as our independent registered public accounting firm. 4.To approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors. 5. To transact other business, if any, properly brought before the meeting.
WHO CAN VOTE:			Record holders of Emerson common stock at the close of business on November 25, 2025
HOW TO VOTE:			Your vote is important, and we urge you to cast your vote in advance of the meeting by telephone, internet or mailing your completed and signed proxy card or voting instruction form, or at the meeting through the virtual meeting website. If you attend the virtual meeting, you may revoke your previously cast vote and vote at the meeting through the virtual meeting website. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Non-shareholders may attend the annual meeting as a guest but will not have the option to vote any shares or ask questions during the virtual meeting.
MEETING ADMISSION:			To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2026 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 25, 2025, the record date for the Annual Meeting, or their legal proxy holders may participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time. For registered shareholders, the control number can be found on your proxy card or notice of internet availability that you previously received. If you are a beneficial or “street name” holder and hold your shares through an intermediary, such as a broker, bank or other nominee, you must obtain instructions from your broker, bank or other nominee to participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting.
SHAREHOLDER LIST:			The Company will make a list of shareholders entitled to vote at the Annual Meeting available to shareholders for examination 10 days prior to the Annual Meeting. The Company requests that shareholders seeking to review the list of shareholders contact Emerson Investor Relations at 314-553-2197. Shareholders may access this list during the Annual Meeting at the virtual meeting site by entering their control number.
TECHNICAL SUPPORT:			Anyone who has technical difficulties accessing or using the virtual meeting site during the Annual Meeting should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other internet connection.
2025 ANNUAL REPORT AND DATE OF DISTRIBUTION:			For more complete information regarding Emerson, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. A copy of our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report are first being made available or mailed to shareholders on or about December 12, 2025.


			By order of the Board of Directors,
December 12, 2025			Michael Tang
St. Louis, Missouri			Secretary


			Letter to Shareholders – Independent Chair and Chief Executive Officer			i
			Notice of Annual Meeting of Shareholders for Emerson Electric Co.			ii
			Proxy Statement Summary			1
			Proxy Item No. 1: Election of Directors			7
			Board and Committee Operations			13
			Board and Corporate Governance			13
			Corporate Governance and Nominating Committee			20
			Audit Committee			23
			Compensation Committee			24
			Proxy Item No. 2: Advisory Vote on Executive Compensation			26
			Executive Compensation			27
			Compensation Discussion and Analysis			27
			Compensation Tables			50
			Summary Compensation Table			50
			Grants of Plan-Based Awards			52
			Outstanding Equity Awards at Fiscal Year-End			53
			Option Exercises and Stock Vested			54
			Pension Benefits			55
			Nonqualified Deferred Compensation			56
			Potential Payments Upon Termination or Change of Control			58
			Pay Ratio Disclosure			63
			Pay vs. Performance			64
			Proxy Item No. 3: Ratification of Independent Registered Public Accounting Firm			69
			Proxy Item No. 4: Vote on Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors			70
			Ownership of Emerson Equity Securities			71
			Ownership of Directors and Executive Officers			71
			Ownership of Greater than 5% Shareholders			72
			Delinquent Section 16(a) Reports			72
			Questions and Answers About the 2026 Annual Meeting			73
			Other Matters			76
			Appendix A – Emerson Director Independence Standards			A-1
			Appendix B – Proposed Amendment to Restated Articles of Incorporation to Declassify the Board			B-1
			Appendix C – GAAP to Non-GAAP Reconciliations			C-1


Filed by the Registrant			x			Filed by a party other than the Registrant			o


x			No Fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



Letter to Shareholders Independent Chair and Chief Executive Officer


i			PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 3, 2026 Emerson’s Notice of Annual Meeting, Proxy Statement, Form of Proxy, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are available, free of charge, at www.proxyvote.com. You will need to input the Control Number located on the proxy card or notice of internet availability of proxy materials when accessing these documents. A separate notice of internet availability of such proxy materials is first being sent to our shareholders on or around December 12, 2025. Shareholders may access these materials and vote over the internet or request delivery of a full set of materials by mail or email. If you receive the separate notice of internet availability of proxy materials, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the notice.


Voting Matters	Board Recommendation	Vote Standard	Page
Item 1 Election of Directors	FOR each nominee	Majority present & entitled to vote	7
Item 2 Advisory Vote on Executive Compensation	FOR	Majority present & entitled to vote	26
Item 3 Ratification of Independent Registered Public Accounting Firm	FOR	Majority present & entitled to vote	69
Item 4 Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors	FOR	85% of total voting power outstanding	70


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


Independence
		Total Board and committee meetings in fiscal 2025		Continuing Directors joined the Board within the last 5 years
	31		40%


		Attendance by Directors at committee meetings in fiscal 2025		Average Director Age
	95%		61.5
Tenure


		Attendance by Directors at 9 Board meetings in fiscal 2025		Rotated 3 Directors to Refresh Committee Assignments
	97%		3


Director Skills and Experiences
Each member of the continuing Board brings invaluable experience. Below we have highlighted skillsets that will be essential as we continue to transform our culture and portfolio. For a full breakdown of the continuing Board’s skills and each Director’s skills and experience, see “Nominees and Continuing Directors’ Skills and Experience Matrix” on page 7.



Director Independence			•Independent Board Chair •9 of 10 continuing Directors are independent •All Board Committees are independent pursuant to requirements of the NYSE and our governance documents •Regular executive sessions attended by non-management Directors only
Supermajority Voting Provisions			•In response to shareholder requests, we amended our Restated Articles of Incorporation to reduce supermajority voting requirements to majority voting requirements with respect to the terms of certain preferred stock
Management Proposal to Declassify Board of Directors			•In response to shareholder requests, we are once again submitting a management proposal to amend our Restated Articles of Incorporation to declassify our Board of Directors
People and Community			•Since its inception in 2021, the Support Our People Fund has awarded 629 grants across 18 countries, helping employees in times of need, and supporting communities around the world. •Completed company-wide employee engagement survey with 91% employee participation, reporting 79% favorable engagement
Three Audit Committee Financial Experts			•The Board has determined that three members of the Audit Committee are Audit Committee Financial Experts under SEC rules
Proxy Access Bylaw			•A shareholder, or group of up to 20, holding 3% of Company stock for 3 years may place a limited number of Director nominees in the Company’s proxy statement for election
Board Refreshment			•40% of the continuing Directors joined the Board within the last 5 years •Balance of new and continuing Directors, with average tenure for all Directors of 7.8 years •Average Director age of 61.5
Environmental Sustainability			•Goal to achieve Net Zero value chain emissions by 2045 from a 2021 base year •Reduced Scope 1 and 2 GHG absolute emissions by 48% since 2021, progressing toward our goal to achieve Net Zero Operations by 2030 •Achieved a 30% reduction in energy intensity from a 2021 base year, making progress on our goal to reduce energy intensity by 35% by 2030 •Goal to achieve 10% water use reduction by 2032 from a 2022 base year
Other Governance Practices			•Directors elected by majority voting •Comprehensive new Director orientation •Directors overboarding policy •Director term limits •No shareholder rights plan or “poison pill” •Stock ownership, blackout, clawback, pledging and anti-hedging policies •Annual environmental sustainability, government relations, risk management, trade association memberships, and political spending reports •Recently created Technology and Environmental Sustainability Committee and amended Audit, Compensation, and Governance and Nominating Committee Charters



Table of Contents



Board Key Accomplishments


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


DIRECTOR SKILLS AND EXPERIENCE
•Global business			•Large company CEO or COO
•Financial leadership or expertise			•Technology, innovation or cybersecurity
•Corporate governance			•Operational leadership
•Industry, end-markets and growth areas			•Business development


COMMITTEE						PRIMARY RESPONSIBILITIES AND MEMBERSHIP
AUDIT						The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, internal audit process, risk management (including, among others, technology and enterprise cybersecurity), compliance with legal and regulatory requirements and the independent audit of the annual financial statements. The Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations. The Committee reviews with management major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. The members of the Audit Committee are L. M. Lee (Chair), M. A. Blinn, C. G. Butler, M. S. Levatich and J. S. Turley. The Board has determined that each member is independent under the enhanced audit committee independence standards in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing standards. The Board has also determined that M. A. Blinn, L. M. Lee and J. S. Turley are Audit Committee Financial Experts under SEC rules. The Committee met four times in 2025.
COMPENSATION						The Compensation Committee discharges the Board’s oversight of the Company’s executive compensation program and produces the Committee’s proxy statement report on executive compensation. Among other things, the Committee approves goals and objectives, evaluates performance and sets compensation for the CEO; approves elements of compensation for and oversees the evaluation of certain other officers, including the NEOs; oversees the Company’s equity incentive plans; and monitors the Senior Management Succession Plan. The current Compensation Committee members are G. A. Flach (Chair), J. B. Bolten, M. S. Craighead and J. M. McKelvey. The Board has determined that each member meets the enhanced NYSE independence standards and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended (“IRC”) and as a “non-employee director” under Rule 16b-3 of the Exchange Act. The Committee met six times in 2025.
CORPORATE GOVERNANCE AND NOMINATING						The Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual Board and Committee evaluations; discharges the Board’s responsibilities related to Director compensation; identifies, evaluates and recommends individuals for Board and Committee membership; makes recommendations as to the size and composition of the Board and its Committees; and reviews the Company’s conflict of interest policies, codes of ethics, important public policy issues and issues of corporate social responsibility, including health, safety, environmental and sustainability policies and reporting, political activities and compliance with related laws and regulations, and oversees management’s implementation thereof. The members of the Committee are J. B. Bolten (Chair), C. G. Butler, M. S. Craighead, L. M. Lee and J. S. Turley. The Board has determined that all members are independent under NYSE listing standards. The Committee met five times in 2025.
TECHNOLOGY AND ENVIRONMENTAL SUSTAINABILITY						The Technology and Environmental Sustainability Committee advises the Board with respect to responsibilities for oversight of the Company’s strategy and effectiveness in utilizing technology and innovation in its product portfolio; reviews and assists in the oversight of potential risks associated with technology, including product cybersecurity, and reviews and assists in the oversight of the Company’s environmental sustainability policies and programs. The members of the Committee are J. M. McKelvey (Chair), M. A. Blinn, G. A. Flach and M. S. Levatich. The Committee met four times in 2025.
EXECUTIVE						The Executive Committee exercises Board authority between Board meetings on matters in which specific direction has not been given by the Board, to the extent permitted by law and except for certain specified matters. The members of the Committee are J. S. Turley (Chair), J. B. Bolten, G. A. Flach, S. L. Karsanbhai, L. M. Lee and J. M. McKelvey. The Committee did not meet in 2025.


Type			Amount
Annual Cash Retainer			$140,000
Restricted Stock or RSU Retainer			$190,000
Board Chair Retainer			$200,000
Committee Chair Retainers			Audit – $30,000 Compensation – $25,000 Governance & Nominating, and Technology and Environmental Sustainability – $20,000 each
Meeting Fees			No additional fees for the first 24 meetings and then $2,000 for each additional Board or Committee meeting thereafter


Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(4)	Total ($)
Mark A. Blinn	140,000	189,932	—	—	329,932
Joshua B. Bolten	160,000	189,932	—	10,000	359,932
Calvin G. Butler, Jr.	140,000	189,932	—	—	329,932
Martin S. Craighead	140,000	189,932	—	—	329,932
William H. Easter III (5)	78,334	—	—	10,000	88,334
Gloria A. Flach	165,000	189,932	—	—	354,932
Leticia Gonçalves Lourenco (5)	70,000	189,932	—	—	259,932
Lori M. Lee	170,000	189,932	—	2,002	361,934
Matthew S. Levatich	140,000	189,932	—	10,000	339,932
James M. McKelvey	153,333	189,932	—	—	343,265
James S. Turley	340,000	189,932	—	—	529,932


$ in millions	2024	2025
Audit Fees	$22.4	$19.8
Audit-Related Fees	0.7	3.9
Tax Fees	—	—
All Other Fees	0.1	—
Total KPMG LLP Fees	$23.2	$23.7


Gloria A. Flach, Chair			Joshua B. Bolten			Martin S. Craighead			James M. McKelvey


OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.


NEO NAME			NEO TITLE
Lal Karsanbhai			President & Chief Executive Officer
Michael J. Baughman			Executive Vice President, Chief Financial Officer and Chief Accounting Officer
Ram R. Krishnan			Executive Vice President and Chief Operating Officer
Michael H. Train			Senior Vice President and Chief Sustainability Officer
Michael Tang			Senior Vice President, Secretary and Chief Legal Officer


The Company returned $2.4 billion to shareholders in the form of $1.2 billion in dividends and $1.2 billion in share repurchases and completed its 69th consecutive year of increased dividends


Compensation Responsibilities			Organizational/Talent Responsibilities

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


			What We Do						What We Don’t Do

			At-Risk Pay: At-risk compensation increases as responsibilities increase						No Golden Parachutes: No executive employment or individual change of control agreements or “golden parachutes”

			Talent Management: Robust compensation and performance review and planning process						No Stock Hedging or Pledging: No hedging or pledging of Company securities

			Risk Analysis: Compensation Committee annual assessment of compensation risks						No Executive Loans: No loans to executives or purchases of Company securities on margin

			Focus on Retention: Primarily utilize restricted stock and restricted stock unit (RSU) awards for critical retention and succession planning purposes						No Repricing of Options: No repricing or buyout of underwater stock options

			Executive Officer Severance Policy: No severance in excess of 2.99 times current NEO cash compensation without shareholder approval						No Guaranteed Bonuses: Cash bonuses are not guaranteed for NEOs

			Non-competes and Non-solicits: All awards subject to non-competition and non-solicitation obligations						No Tax Gross-Ups: No tax gross-ups for NEOs (except for relocation policy applicable to all employees)

			Clawbacks: Maintain clawback rights on annual cash incentives and equity awards						No Single-Trigger COC: Incentive plans require “double trigger” change of control

			Stock Ownership: NEOs’ actual ownership greatly exceeds stock ownership guidelines						No Excessive Perks: All executive perquisites are reviewed annually and align with our strategic goals

			Stock Trading Policy: Executives must obtain written permission from Chief Financial Officer and Chief Legal Officer before trading in Emerson stock						Performance Share Targets Are Not Set Annually: Targets are set once at grant and are not reset each year during the three-year performance period.

			Committee Consultant: Compensation Committee retains independent compensation consultant


2025 Comparator Group
3M	DuPont	Illinois Tool Works	Rockwell Automation
Agilent Technologies	Eaton	Johnson Controls	Roper Technologies
Carrier	Fortive	Keysight Technologies	TE Connectivity
Cummins	General Dynamics	Northrop Grumman
Danaher	Honeywell	Parker-Hannifin


	Market Cap ($M) (9/30/2025)	TTM Sales ($M)	TTM Pretax Earnings ($M)	Total Assets ($M)	Employees (#)
Emerson	$73,828	$18,016	$2,934	$41,964	71,000
3M	$82,435	$24,575	$5,027	$33,868	61,500
Agilent Technologies	$36,387	$6,510	$1,759	$11,931	17,900
Carrier	$50,806	$22,486	$3,099	$37,403	48,000
Cummins	$58,197	$34,102	$4,425	$31,540	69,600
Danaher	$141,964	$23,875	$6,680	$77,542	63,000
DuPont	$32,618	$12,386	$2,254	$36,636	24,000
Eaton	$145,359	$24,878	$4,566	$38,381	94,000
Fortive	$16,575	$6,232	$970	$17,016	18,000
General Dynamics	$92,111	$47,716	$4,540	$55,880	117,000
Honeywell	$133,644	$38,496	$8,103	$75,196	102,000
Illinois Tool Works	$75,646	$15,898	$4,422	$15,067	44,000
Johnson Controls	$71,950	$23,596	$2,803	$37,939	94,000
Keysight Technologies	$30,061	$4,979	$1,276	$9,269	15,500
Northrop Grumman	$87,244	$41,033	$5,016	$49,359	97,000
Parker-Hannifin	$95,939	$19,850	$4,470	$29,494	57,950
Rockwell Automation	$39,299	$8,342	$1,294	$11,219	27,000
Roper Technologies	$53,666	$7,039	$1,967	$31,335	18,200
TE Connectivity	$64,867	$17,262	$3,577	$25,081	85,000
Compensation Peer Median	$64,867	$19,850	$3,577	$31,540	57,950
Emerson Percentile Rank	59%	47%	47%	82%	65%


2025 CEO Accomplishments

			Successfully led the acquisition and integration of AspenTech into Emerson, delivering above target synergies ahead of schedule and completing a critical milestone in reshaping the company’s portfolio.

			Continue to deliver excellent financial performance, closing the fiscal year with underlying sales up 3%, adjusted segment EBITA margin expanded by 160 basis point, a 12% increase in free cash flow, and adjusted EPS growth of 9% to $6.00 per share.

			Total shareholder returns rose 25%, outperforming the S&P 500 (17%) and XLI (14%).

			Maintained the company’s longstanding presence in St. Louis by establishing a new global headquarters, optimizing the physical footprint while creating a modern, collaborative workspace designed to inspire innovation and enhance employee engagement.

			Sustained engagement levels through the “Your Voice Counts” digital tool, providing leaders with actionable insights to better understand and address team needs.

			Drove significant productivity improvements through G&A transformation projects, exceeding 2025 savings targets by 40%.

			Continued Emerson’s longstanding commitment to creating shareholder value inclusive of the Company’s 69th consecutive year of increased dividends.


OTHER NEO 2025 Accomplishments

M. J. Baughman						Managed and led the Company’s financial operations, maintaining strong financial controls and transparency of the Company’s financial reporting.

						Working with the CEO, maintained capital allocation discipline through the portfolio transformation.

						Successful financing of $7.2 billion AspenTech buy-in while maintaining company credit ratings.

						Effectively managed global financial strategy and capital structure, and led meaningful improvements in the Company’s management of foreign currency exposures.

						Continued initiatives to standardize and automate finance processes to reduce costs and improve quality and productivity, including the integration of AspenTech finance operations.

						Promoted inclusion through executive sponsorship of the Veterans Employee Resource Group.


R. R. Krishnan						Drove the execution of operational plans via the Emerson Management Process to deliver top-quartile performance.

						Managed strategic global supply chain activities to ensure continued supply, production, and delivery for customers reinforcing our commitment to our core value of Customer Focus.

						Continued transformation of indirect materials management across the enterprise, leveraging spend and resources to realize cost containment and productivity. Additionally, achieved incremental average indirect payment terms to drive improvements in trade working capital as a cash flow lever.

						Drove increased adoption of automation with Emerson's factories and supply chains to unlock capacity, drive efficiency and enhance Safety & Quality.

						Further unified the enterprise-wide IT function, expanded Emerson’s cloud utilization strategy, advanced cyber security capabilities, and achieved best-in-class cost reduction and critical system operational performance, while supporting information systems requirements of portfolio actions.

						Enhanced Emerson’s world-class mergers and acquisitions capability, inclusive of successful execution on the long-term integration activities for the National Instruments (Test & Measurement) business, including full integration of all corporate functions into Emerson, ahead of plan to exceed $200M+ in run-rate synergies.

						Continued acceleration of the maturity of Emerson Ventures by delivering strong engagement across 15 portfolio companies, identified and executed two new investments along with multiple follow-on investments in 2025, and conducted a timely assessment of overall portfolio performance with Emerson leadership.


M. H. Train						Collaboratively advanced Emerson’s environmental sustainability programs and goal progress including Scope 1 & 2 emissions reductions, Scope 3 emissions initiatives related to new product development and supply chain engagement, introduction of a new water reduction goal, increased renewable electricity coverage, and achievement of CDP ‘A” and EcoVadis ‘Gold’ ratings.

						Drove realignment of Emerson’s Product Environmental Compliance processes in the face of significantly increasing compliance regulations and reporting around the world touching materials, packaging, restricted substances, carbon border adjustment mechanisms, and extended producer responsibility schemes.

						Led the enhancement of Emerson’s health and safety program elements working closely with the Emerson Safety Council including expanded focus on inherent risk identification and reduction, expanded safety learning and recognition activities, strong safety culture reflection in the employee Your Voice Counts survey, and planning for new health and safety management platform.

						Participation in numerous innovation and policy dialogues with customers, suppliers, government representatives, and research institutions.


M. Tang						Led team in closing AspenTech acquisition.

						Collaborated with multiple departments in Emerson to react to and mitigate the impact of the U.S. tariffs on Company operations.

						Implemented transformational projects, stricter financial controls and discipline over department spend to align department spend with Company target.

						Promoted a positive team culture through multiple initiatives, including multiple volunteer and pro bono engagements.


Annual Cash Compensation
Base Salary			Reflects specific job responsibilities and individual experience and performance, targeted in the median market range

Annual Cash Incentive			Rewards achievement of the Company’s annual financial metrics as determined by the Compensation Committee

Long-Term Stock-Based Compensation
Performance Shares			Supports achievement of long-term strategic operating goals, such as consistent and sustained earnings per share and cash flow, in order to deliver shareholder value •The primary long-term compensation element comprising 55% of the long-term incentive •Earned based on performance against pre-established targets over three-years, with vesting occurring at the end of the three-year performance period - targets are set once at grant and are not reset each year during the three-year performance •Aligns executive pay with shareholder interests

Restricted Stock Units (RSUs)			Supports critical retention and incentivizes long-term shareholder value creation •Comprises 45% of the long-term incentive •Based on continued service, with vesting over 3 years, subject to continued employment on the vesting date •Value is based on total shareholder return


CEO 2025 Annual Total Direct Compensation			Other NEO Average 2025 Annual Total Direct Compensation


NEO Name	FY 2024	FY 2025	% Change
S. L. Karsanbhai	$1,475,000	$1,537,500	4%
M. J. Baughman	$840,000	$873,333	4%
R. R. Krishnan	$900,000	$962,500	7%
M. H. Train	$770,000	$820,000	6%
M. Tang(1)	$525,671	$725,000	38%