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

Rockwell Automation, Inc (ROK)

DEF 14A 2023-12-20 For: 2024-02-06

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Added on June 12, 2026

About this DEF 14A

Rockwell Automation, Inc filed this DEF 14A on December 20, 2023.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS

PROXY SUMMARY	1
VOTING MATTERS	1
BOARD AND GOVERNANCE HIGHLIGHTS	1
EXECUTIVE COMPENSATION	3

PROXY STATEMENT	4
2024 ANNUAL MEETING	4
ROCKWELL AUTOMATION OVERVIEW	4

CORPORATE GOVERNANCE	5
LEAD INDEPENDENT DIRECTOR LETTER	5
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE	6
BOARD’S ROLE AND RESPONSIBILITIES	9
SHAREOWNER ENGAGEMENT	11
COMMUNICATIONS TO THE BOARD AND OMBUDS	11
BOARD STRUCTURE	12
BOARD MEETINGS AND COMMITTEES	13
INDEPENDENT DIRECTOR SESSIONS	13
BOARD PROCESSES	17
RELATED PERSON TRANSACTIONS	18
CORPORATE GOVERNANCE DOCUMENTS	19

ELECTION OF DIRECTORS	20
BOARD OF DIRECTORS	20
ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS	24

DIRECTOR COMPENSATION	29
ANNUAL DIRECTOR COMPENSATION	29
DIRECTOR STOCK OWNERSHIP REQUIREMENT	30
DIRECTOR COMPENSATION TABLE	31
DIRECTOR COMPENSATION FOR FISCAL 2024	31

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT	32

EXECUTIVE COMPENSATION	33
ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	34
COMPENSATION DISCUSSION AND ANALYSIS	35
SUMMARY COMPENSATION TABLE	48
GRANTS OF PLAN-BASED AWARDS TABLE	50
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE	52
OPTION EXERCISES AND STOCK VESTED TABLE	53
PENSION BENEFITS TABLE	54
NON-QUALIFIED DEFERRED COMPENSATION	56
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	58
RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE	61
PAY VERSUS PERFORMANCE	62

AUDIT MATTERS	66
ITEM 3. PROPOSAL TO APPROVE THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66
AUDIT COMMITTEE REPORT	68

STOCK OWNERSHIP INFORMATION	69
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY	69

OTHER INFORMATION	71
SUPPLEMENTAL FINANCIAL INFORMATION	71
OTHER MATTERS	75
ANNUAL REPORT	75
SHAREOWNER PROPOSALS FOR 2025 ANNUAL MEETING	75

GENERAL INFORMATION ABOUT THE MEETING AND VOTING	76
DISTRIBUTION AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS	76
SHAREOWNERS SHARING THE SAME ADDRESS	76
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	77
EXPENSES OF SOLICITATION	79

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 6, 2024	80

ITEM	BOARD RECOMMENDATION	PAGE
Item 1: Election as directors of the two nominees named in this proxy statement	FOR each nominee	24
Item 2: Advisory vote to approve the compensation of our named executive officers	FOR	34
Item 3: Vote to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024	FOR	66

•	All directors and nominees are independent except our Chairman
•	Our Lead Independent Director’s responsibilities are outlined in a Lead Independent Director Charter
•	Balanced director tenure with five directors with six years or less of service
•	Director term limits and mandatory retirement policy
•	Balanced director ages with four directors under age 60
•	Diverse Board, with four female directors and two African-American directors
•	Highly engaged Board with two directors each having missed one Committee meeting
•	Annual Board, Committee, individual director, and Lead Independent Director evaluations and assessment of Board leadership structure
•	By-laws provide for proxy access by shareowners
•	Code of Conduct for all employees and directors, with Board oversight of Code of Conduct matters relating to senior officers and directors
•	Stock ownership requirements for officers and directors
•	Anti-hedging and anti-pledging policies for officers and directors
•	Ethics training annually for all employees and directors
•	Long-standing commitment to corporate responsibility and sustainability
•	Active shareowner outreach and engagement


	WILLIAM P.	ALICE L.	JAMES P.	BLAKE D.	PAM	DONALD R.	LISA A.	THOMAS W.	ROBERT W.	PATRICIA A.
	GIPSON	JOLLA	KEANE	MORET	MURPHY	PARFET	PAYNE	ROSAMILIA	SODERBERY	WATSON
Committee Membership
Audit
Compensation and Talent Management
Board Composition and Corporate Governance
Technology
Lead Independent Director
Governance Information
Independent
Tenure	3	1	12	7	4	15	8	7	2	6
Other Public Company Boards	1	0	0	0	1	2	1	0	0	0
Term Expiring	2026	Nominee	2025	2025	2026	2026	Nominee	2025	2026	2025
Demographics
Age	66	58	64	61	50	71	65	62	57	57
Race/Ethnicity
African-American/Black
Gender
Female
Male

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

Our plan includes goals and key performance indicators for:
•	increasing diverse representation across the enterprise,
•	customized business segment/function action plans,
•	sponsorship across dimension of diversity,
•	and inclusive leadership behaviors as a component of all people managers’ performance.

Our culture principles:
•	Strengthen our commitment to integrity, diversity, equity, and inclusion
•	Be willing to compare ourselves to the best alternatives
•	Increase the speed of decision making
•	Ensure a steady stream of fresh ideas

BOARD OF DIRECTORS		ALIGNMENT WITH SHAREOWNERS

	• Size of continuing Board – 10 • Plurality vote with director resignation policy for failure to receive a majority of votes cast in uncontested director elections • Lead Independent Director • All directors are expected to attend the Annual Meeting • Generally directors do not stand for re-election after age 72 • Director term limit		• Annual equity grants align interests of directors and officers with those of shareowners • Annual advisory approval of executive compensation by shareowners • Stock ownership requirements for officers and directors • Active shareowner outreach and engagement
BOARD COMPOSITION		COMPENSATION

	• Number of independent directors – 9 • Diverse Board with different backgrounds, experiences, and expertise, as well as balanced mix of ages and tenure of service • All Board members have experience with corporate governance matters • Audit Committee has financial experts • Four female directors and two African-American directors		• No employment agreements with officers • Limited use of change of control agreements • Executive compensation is tied to performance – 68% of CEO pay and 62% of other NEO pay is performance-based • Anti-hedging and anti-pledging policies for directors and officers • Recoupment policy and clawback agreements
BOARD PROCESSES		INTEGRITY AND COMPLIANCE

	• Independent directors meet without management present • Annual Board and Committee self-assessments and individual director and Lead Independent Director evaluations • Board orientation program • Guidelines on Corporate Governance approved by Board • Board plays active role in strategy, risk, and ESG oversight • Full Board regularly reviews succession planning for CEO and senior management		• Code of Conduct for employees, officers, and directors • Supplier and PartnerNetwork Codes of Conduct • Board oversight of Code of Conduct matters relating to senior officers and directors • Environmental, health, and safety policies • Annual training on ethics is required for all employees and the Board • Commitment to corporate responsibility and sustainability • Annual Sustainability Report
SHAREOWNER RIGHTS		OTHER

	• Confidential voting policy • By-laws provide proxy access to shareowners		• Employees may vote their shares in Company-sponsored plans • An independent inspector tabulates shareowner votes for the Annual Meeting • Disclosure Committee ensures timely and accurate disclosures in SEC reports • No multiple voting rights, enhanced voting rights, voting certificates, or non-voting shares • Board receives a report on information security matters at each meeting and at least annually reviews the Company’s information security strategy

BOARD RESPONSIBILITY The Board has primary responsibility for oversight of management’s program of enterprise risk management for the Company. The standing Committees of the Board address the risks related to their respective areas of oversight. Our risk oversight is aligned with the Board’s oversight of the Company’s strategies and business plans. Thus, the Board ordinarily receives reports on the risks implicated by the Company’s strategic decisions concurrent with the deliberations leading to those decisions. The full Board annually receives an update on the enterprise risk management program and receives reports from management on enterprise risks that are not specifically assigned to a Committee. In general, the Committees oversee the following risks:
AUDIT COMMITTEE • Responsible for reviewing the overall guidelines and policies that govern our process for risk assessment and management • Provides oversight regarding financial risks • Receives regular reports on management policies and practices relating to the Company’s financial statements and the effectiveness of internal controls over financial reporting • Receives regular reports from the Company’s independent auditor and general auditor, as well as the Chief People and Legal Officer, the Chief Compliance Officer, and the Ombuds, regarding legal and compliance risks			COMPENSATION AND TALENT MANAGEMENT COMMITTEE • Considers the risk implications of the incentives created by our compensation programs • Oversees risk implications for our strategies and initiatives relating to talent management
			TECHNOLOGY COMMITTEE • Oversees risks related to technology, information security, product and service security, software, and emerging technologies • Conducts an annual review of the cybersecurity risks associated with product and service security and secure development environments, including a detailed review of management action plans to address any audit findings relating to those risks
			BOARD COMPOSITION AND CORPORATE GOVERNANCE COMMITTEE • Oversees governance-related risks, including conflicts of interest, director independence, Board and Committee structure and performance, and Code of Conduct matters, including for senior executives and directors • Oversees risk implications of policies and practices with respect to corporate responsibility and culture, diversity, equity, and inclusion, safety and environmental protection, climate change, and sustainability
MANAGEMENT RESPONSIBILITY The responsibility for managing risk rests with executive management. Management periodically reports to the Board regarding the system that is used to assess, manage, and monitor risks. Management also reports to the Board on the risks it has assessed to be the most significant, together with management’s plans to mitigate those risks. Executive officers are assigned responsibility for managing the risks deemed most significant.

Area		Committee
Employee Well-Being and Safety	• We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the Company being a great place to work. • We offer benefits and programs that focus on holistic well-being, including physical, mental, and financial health.	• Board Composition and Corporate Governance • Compensation and Talent Management
Ethics and Compliance	• It is critical that all our employees let integrity guide every action, constantly adhering to our Company’s Code of Conduct, so we win the right way.	• Board Composition and Corporate Governance • Audit
Talent/Workforce Management	• The strategic management of talent means we hire and retain the right talent, both for immediate needs and for meeting the requirements of future business strategies. We foster this management with programs that focus on: • Acquiring and retaining the best talent for our business needs, • Talent development and training, and • Succession planning for senior management.	• Compensation and Talent Management • Technology
CEO Succession Planning	• We define the necessary skills and attributes of the CEO based on the Company’s short and long-term strategy. • We regularly review CEO succession plans, including emergency CEO succession.	• Board Composition and Corporate Governance
Culture	• Culture is the foundation for our accelerated growth. At Rockwell, we focus on four tenets of our culture: 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.	• Board Composition and Corporate Governance
Diversity, Equity, and Inclusion	• Our diverse and inclusive culture allows us to fully leverage innovation and teamwork while delivering our commitments to employees, customers, and shareowners. We want our workforce to reflect the communities where we live and work globally.	• Board Composition and Corporate Governance

Area		Committee
Employee Engagement	• We want to be a place where employees are enabled and inspired to do their best work, which is why we measure employee engagement and enablement to remove barriers, take rapid action, and improve employee experience.	• Board Composition and Corporate Governance • Compensation and Talent Management
Succession Planning for Senior Leaders	• We focus on leadership development to ensure we are building the necessary skills and talent for the future. • We actively manage the pipeline of key Company talent.	• Board Composition and Corporate Governance • Compensation and Talent Management
Executive Compensation	Our executive compensation program is designed to: • Motivate executives to create shareowner value, • Attract and retain executive talent, and • Balance rewards based on performance from our financial results and strategic goals with appropriate risk-taking.	• Compensation and Talent Management
Total Rewards – Broader Workforce	• We are committed to providing competitive compensation, benefits, and well-being programs to ensure we attract, motivate, and retain talent across our global workforce.	• Compensation and Talent Management

•	long experience and deep knowledge of the Company, its customers, and its business operations and strategy,
•	deep industry knowledge and expertise, and
•	proven leadership skills with the vision necessary to lead the Board and our Company.
The leadership structure of the Board and Company is further strengthened by:
•	the leadership provided by our Lead Independent Director, with defined roles and responsibilities set forth in a Lead Independent Director Charter,
•	refreshment/election of new directors,
•	our process for evaluating Board and Committee structure, including rotation of the Lead Independent Director, directors on Committees, and Committee chair positions,
•	the independence of all members of the Audit, Board Composition and Corporate Governance, Technology, and Compensation and Talent Management Committees,
•	our governance guidelines and practices,
•	our processes for evaluating the Board and management, and focus on Board succession planning,
•	our effective shareowner engagement practices, and
•	our strong commitment to integrity and compliance with the highest standards of legal and ethical conduct.

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 officers. • Review the salary plan for the CEO and other executives who directly report to 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) Lisa A. Payne Steven R. Kalmanson Thomas W. Rosamilia Number of Meetings in Fiscal 2023: Four, plus three actions taken by written consent
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 for annual retainer fees in the form of equity awards and Directors Deferred Compensation Plan.
ROLE OF INDEPENDENT COMPENSATION CONSULTANTS: • The Compensation and Talent Management Committee has engaged Willis Towers Watson, an executive compensation consulting firm that is directly accountable to the Compensation and Talent Management Committee, to provide advice on compensation trends and market information to assist the Compensation and Talent Management Committee in fulfilling its duties, including the following responsibilities: review executive compensation and advise of changes to be considered to improve effectiveness consistent with our compensation philosophy; provide market data and recommendations on CEO and other executive compensation; review materials and attend Compensation and Talent Management Committee meetings; and advise the Compensation and Talent Management Committee on best practices for governance of executive compensation as well as areas of possible concern or risk in the Company’s programs. The Compensation and Talent Management Committee annually reviews the performance and independence of the consultants. • Willis Towers Watson serves as the Compensation and Talent Management Committee’s advisor and is directly engaged by and is accountable to the Compensation and Talent Management Committee, and has not been engaged by management for other services, except as described in this section. During fiscal 2023, Willis Towers Watson was paid approximately $228,000 for executive compensation advice, other services to the Compensation and Talent Management Committee, director compensation advice and other services to the Board Composition and Corporate Governance Committee. During fiscal 2023, Willis Towers Watson was also paid approximately $3,531,000, of which $3,080,000, or 87%, was for core actuarial services and $451,000, or 13%, was for other human resources services to the Company and its benefit plans. The engagements for these other services were recommended by management and approved by the Compensation and Talent Management Committee. In fiscal 2023, the Compensation and Talent Management Committee utilized Willis Towers Watson to serve as its independent compensation consultant after assessing the firm’s independence, taking into consideration the following factors, among others: • The Compensation and Talent Management Committee’s oversight of the relationship between the Company and Willis Towers Watson mitigates the possibility that management could misuse other engagements to influence Willis Towers Watson’s compensation work for the Compensation and Talent Management Committee. • Willis Towers Watson has adopted internal safeguards to ensure that its executive compensation advice is independent and has provided the Compensation and Talent Management Committee with a written assessment of the independence of its advisory work to the Compensation and Talent Management Committee for fiscal 2023. • The Compensation and Talent Management Committee retains ultimate decision-making authority for all executive pay matters and understands Willis Towers Watson’s role is simply that of advisor. • There are no significant business or personal relationships between Willis Towers Watson and any of our executives or members of the Compensation and Talent Management Committee. • Based on this assessment, the Compensation and Talent Management Committee has concluded that it is receiving objective and independent advice from Willis Towers Watson and that its work for the Company does not raise any conflict of interest. The Compensation and Talent Management Committee intends to continue to oversee all relationships between the Company and Willis Towers Watson to ensure that the Compensation and Talent Management Committee continues to receive objective compensation advice from Willis Towers Watson. In addition, the Compensation and Talent Management Committee will review and approve the type and scope of all services provided by Willis Towers Watson and the amounts paid by the Company for such services.

FY23 ACTION	DESCRIPTION
	The Board Composition and Corporate Governance Committee discussed the format for this year’s annual evaluations and after a robust review chose a knowledgeable and experienced third-party facilitator to conduct the Board and Committee evaluations.
APPROACH
	Each director received materials for the annual 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 to guide the individual director discussions with the third-party facilitator, the Board and Committee self-assessment process, Committee charters, suggested topics for discussion, and information on attendance, Committee composition, and meeting agenda items.
PREPARATION
	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 other directors, including the Lead Independent Director. Similar to previous years, certain members of senior management were included in the Board evaluation process.
PERFORMANCE REVIEW
	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. Each Committee conducted a self-assessment and 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.
CORPORATE GOVERNANCE REVIEW
	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.
EVALUATION REPORT
	The Board and Committees address areas of focus and any actionable items throughout the year.
ACTIONABLE ITEMS

•	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.

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

Skills and Experience	Relevance to Rockwell Automation’s Strategy	No. of Directors
Public Company CEO or Executive Leadership, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management and mitigation, and human capital management, and 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.
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.
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.

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

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

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

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

ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	34
COMPENSATION DISCUSSION AND ANALYSIS	35
NAMED EXECUTIVE OFFICERS (NEOS)	35
EXECUTIVE SUMMARY	35
ALIGNING PAY WITH PERFORMANCE	38
COMPENSATION REVIEW PROCESS	39
FISCAL 2023 COMPENSATION DECISIONS	40
BASE SALARY	40
ANNUAL INCENTIVE COMPENSATION	40
LONG-TERM INCENTIVES (LTI)	43
COMPENSATION RISK ASSESSMENT	44
CHANGES IN COMPENSATION PROGRAM FOR FISCAL 2024	45
OTHER COMPENSATION POLICIES	46
SUMMARY COMPENSATION TABLE	48
ALL OTHER COMPENSATION TABLE	49
GRANTS OF PLAN-BASED AWARDS TABLE	50
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE	52
OPTION EXERCISES AND STOCK VESTED TABLE	53
PENSION BENEFITS TABLE	54
NON-QUALIFIED DEFERRED COMPENSATION	56
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	58
RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE	61
PAY VERSUS PERFORMANCE	62


BLAKE D. MORET	NICHOLAS C. GANGESTAD	SCOTT A. GENEREUX	REBECCA W. HOUSE	FRANK C. KULASZEWICZ
Chairman, President & Chief Executive Officer	SVP & Chief Financial Officer	SVP, Chief Revenue Officer	SVP, Chief People and Legal Officer & Secretary	SVP⁽¹⁾

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

About this DEF 14A

MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

“OUR FISCAL YEAR 2023 PERFORMANCE CREATES A STRONG FOUNDATION FOR FUTURE GROWTH.”

NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS

PROXY SUMMARY

VOTING MATTERS

BOARD AND GOVERNANCE HIGHLIGHTS

SUMMARY OF BOARD COMPOSITION

EXECUTIVE COMPENSATION

PROXY STATEMENT

2024 ANNUAL MEETING

ROCKWELL AUTOMATION OVERVIEW

CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER

“OVER THE LAST YEAR THE BOARD HAS MAINTAINED ITS FOCUS ON ... OVERSEEING THE EVOLUTION OF THE COMPANY’S STRATEGY, WHILE AT THE SAME TIME ENSURING THAT THE MANAGEMENT TEAM IS MAINTAINING A STRONG RISK AND CONTROL ENVIRONMENT.”

BOARD OVERSIGHT OF COMPANY STRATEGY, RISK, AND ESG

BOARD SUCCESSION AND EFFECTIVENESS

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

ENVIRONMENTAL

SOCIAL

DIVERSITY, EQUITY, AND INCLUSION (DEI)

COMPANY CULTURE

EMPLOYEE HEALTH AND SAFETY

GOVERNANCE

BOARD’S ROLE AND RESPONSIBILITIES

OVERVIEW

BOARD’S ROLE IN RISK OVERSIGHT

BOARD’S ROLE IN MANAGEMENT SUCCESSION PLANNING

BOARD’S ROLE IN ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

SHAREOWNER ENGAGEMENT

COMMUNICATIONS TO THE BOARD AND OMBUDS

BOARD STRUCTURE

LEADERSHIP STRUCTURE

LEAD INDEPENDENT DIRECTOR

BOARD MEETINGS AND COMMITTEES

INDEPENDENT DIRECTOR SESSIONS

COMMITTEES OF THE BOARD

BOARD PROCESSES

BOARD AND COMMITTEE EVALUATIONS

DIRECTOR EDUCATION

RELATED PERSON TRANSACTIONS

CORPORATE GOVERNANCE DOCUMENTS

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

INTRODUCTION

DIRECTOR INDEPENDENCE

NOMINATION PROCESS

DIRECTOR QUALIFICATIONS

BOARD SKILLS, QUALIFICATIONS, AND EXPERIENCE

BOARD REFRESHMENT, TENURE, AND DIVERSITY

SHAREOWNER ALIGNMENT

SUMMARY

ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2027

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2026

DIRECTOR COMPENSATION

ANNUAL DIRECTOR COMPENSATION

ANNUAL LIMIT

DEFERRAL ELECTION

OTHER BENEFITS

DIRECTOR STOCK OWNERSHIP REQUIREMENT

DIRECTOR COMPENSATION TABLE

DIRECTOR COMPENSATION FOR FISCAL 2024

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

EXECUTIVE COMPENSATION

ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS (NEOS)

EXECUTIVE SUMMARY

COMPENSATION PROGRAM OVERVIEW

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

EXECUTIVE COMPENSATION BEST PRACTICES

SHAREOWNER SUPPORT ON EXECUTIVE COMPENSATION

2023 FINANCIAL PERFORMANCE HIGHLIGHTS

ALIGNING PAY WITH PERFORMANCE

COMPENSATION REVIEW PROCESS

PEER GROUP

•	Attract, Retain, and Motivate High Caliber Executive Officers - Provide competitive compensation opportunities based on market data in areas where we compete for talent that allow us to attract, retain, and motivate a high caliber executive team
•	Pay for Performance - A significant portion of the executive’s compensation should be “at-risk” and linked to the executive’s individual contributions and to the Company’s performance, including delivery of financial results, culture evolution, and strategic objectives
•	Transparency - Promote transparency and understanding of our programs
•	Reinforce Succession Planning - Compensation programs support the objectives of the succession planning process for executives
•	Aligned with Company Goals and Shareowner Interests - Continual review of program offerings and designs to align and evolve with shareowner interests
•	Promotes Long-Term Growth - Compensation programs focused on long-term and sustainable growth while maintaining focus on profitability and shareowner value creation
•	Provide Limited Perquisites - Provide only limited perquisites and other personal benefits

The performance measures included within our incentive plans are aligned with shareowner interests:

•	Annual incentive: Organic sales growth, Adjusted Earnings Per Share (EPS), Free cash flow, Organic Annual Recurring Revenue (ARR) Growth
•	Long-term incentive: Relative Total Shareowner Return (TSR) and stock price performance

•	Record revenue levels – reported sales of $9.1 billion, up 16.7% year over year, organic sales up 16.9% year over year
•	Diluted EPS of $11.95, Adjusted EPS of $12.12, up 50% and 28% year over year, respectively
•	Cash provided by operating activities of $1.4 billion and free cash flow of $1.2 billion; up 67% and 78% year over year, respectively
•	16% growth in organic ARR – an incentive metric aligned with our strategic intent to increase our resilience and move the business toward greater recurring revenue streams
•	Return on Invested Capital (ROIC) of 20.9%, up from 15.2% for fiscal 2022

	9/30/2020		9/30/2021		9/30/2022		9/30/2023
Rockwell Automation⁽¹⁾	$	100.00	$	135.41	$	100.79	$	136.20
S&P 500 Selected GICS Groups⁽¹⁾⁽²⁾	$	100.00	$	128.32	$	107.15	$	140.01
Rockwell Automation cash dividends per common share	$	4.08	$	4.28	$	4.48	$	4.72

(1)	Includes the reinvestment of all dividends.
(2)	S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment) consistent with our relative TSR performance share benchmark group.

•	Achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;
•	Grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new market;
•	Accelerate growth in ARR;
•	Add 1% growth from acquisitions annually; and
•	Deliver profitable growth within a disciplined financial framework.

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

2023 COMPENSATION PEER GROUP

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

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

Name	October to December 2022 Base Salary ($)	January 2023 Increase (%)	January to September 2023 Base Salary ($)	FY2023 Salary ($)
Blake D. Moret	1,163,900	4%	1,210,456	1,198,817
Nicholas C. Gangestad	826,000	4%	859,040	850,780
Scott A. Genereux	619,500	4%	644,280	638,085
Rebecca W. House	638,100	4%	663,624	657,243
Frank C. Kulaszewicz	745,400	4%	775,216	767,762

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