DEF 14A 1 emersonproxystatement2015a.htm DEF 14A Emerson Proxy Statement 2015 Annual Meeting
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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EMERSON ELECTRIC CO.
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

St. Louis, Missouri
December 12, 2014
TO THE STOCKHOLDERS OF
EMERSON ELECTRIC CO.:

The Annual Meeting of the Stockholders of Emerson Electric Co. will be held at the office of the Company, 8000 West Florissant Avenue, St. Louis, Missouri 63136 on Tuesday, February 3, 2015, commencing at 10:00 a.m. Central Standard Time.  At the meeting, record holders of common stock at the close of business on November 25, 2014 will be entitled to vote on the following matters:

1.
To elect as directors the five Directors named in the attached proxy statement;

2.
To hold an advisory vote to approve our executive compensation;

3.
To approve the Emerson Electric Co. 2015 Incentive Shares Plan;

4.
To re-approve the performance measures under the Emerson Electric Co. Annual Incentive Plan;

5.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm;

6.
To vote upon the stockholder proposals described in the accompanying proxy statement, if properly
presented at the meeting; and

7.
To transact such other and further business, if any, as lawfully may be brought before the meeting.
                        
EMERSON ELECTRIC CO.
            
By
Chairman of the Board and
Chief Executive Officer
Secretary
Even though you may plan to attend the meeting in person, please vote by telephone or the Internet, or execute the enclosed proxy card and mail it promptly. A return envelope (which requires no postage if mailed in the United States) is enclosed for your convenience. Telephone and Internet voting information is provided on your proxy card. Should you attend the meeting in person, you may revoke your proxy and vote in person.
IMPORTANT
Please note that a ticket is required for admission to the meeting. If you plan to attend in person and are a stockholder of record, please check the box on your proxy card and bring the tear-off admission ticket with you to the meeting. If your shares are held by someone else (such as a broker) please bring with you a letter from that firm or an account statement showing you were a beneficial holder on November 25, 2014.




Table of Contents
 
 
 
 
 
Page
Cover
I.
 
 
 
 
 
 
 
 
 
 
 
 
II. 
III. 
 
 
 
 
 
 
 
 
 
IV.
 
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
 
 
Appendix A
 
 
Appendix B
 
 





EMERSON ELECTRIC CO.
8000 WEST FLORISSANT AVENUE, ST. LOUIS, MISSOURI 63136
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 3, 2015

This proxy statement is furnished to the stockholders of Emerson Electric Co. in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held at 10:00 a.m. Central Standard Time on February 3, 2015 at the office of the Company, 8000 West Florissant Avenue, St. Louis, Missouri 63136 and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the enclosed form of proxy are first being sent to stockholders on or about December 12, 2014. A copy of the Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2014 accompanies this proxy statement.
If you plan to attend and have a disability which requires accommodation at the meeting, please call 314-553-2197. Requests must be received by January 15, 2015. If you have questions regarding admission or directions to the Annual Meeting of Stockholders, please call 314-553-2197.
Stockholders can vote by telephone or by Internet. This is a simple process that will save the Company some expense. If you vote by telephone or Internet, you need not mail back your proxy card. Telephone and Internet voting information is provided on your proxy card. A Control Number, located on the proxy card, is designed to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded.
If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from that firm. The availability of telephone or Internet voting will depend on that firm’s voting processes. If you choose not to vote by telephone or Internet, please return your proxy card, properly signed, and the shares represented will be voted in accordance with your directions. You can specify your choices by marking the appropriate boxes on the proxy card. If your proxy card is signed and returned without specifying choices, the shares will be voted FOR the nominees for Director in Proposal 1, FOR the approval of the Company’s executive compensation in Proposal 2, FOR approval of the proposal to approve the Emerson Electric Co. 2015 Incentive Shares Plan in Proposal 3, FOR re-approval of the performance measures under the Emerson Electric Co. Annual Incentive Plan in Proposal 4, FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm in Proposal 5, and AGAINST the stockholder proposals in Proposals 6, 7 and 8, and will otherwise be voted in the discretion of the proxies. The Company knows of no reason why any of the nominees for Director named herein would be unable to serve. In the event, however, that any nominee named should prior to the election become unable to serve as a Director, your proxy (unless designated to the contrary) will be voted for such other person or persons as the Board of Directors of the Company may recommend.
You may revoke your proxy at any time before it is voted (in the case of proxy cards) by giving notice to the Secretary of the Company or by executing and mailing a later-dated proxy. To revoke a proxy, or change your vote cast, by telephone or Internet, you must do so by telephone or Internet, respectively (following the directions on your proxy card), by 11:59 p.m. Eastern Standard Time on February 2, 2015.
The close of business on November 25, 2014 was fixed by the Board of Directors as the record date for the determination of stockholders entitled to vote at the Annual Meeting of Stockholders. As of the record date, there were outstanding and entitled to be voted at such meeting 692,247,602 shares of our common stock, par value $0.50 per share. The holders of the common stock will be entitled on each matter to one vote for each share of common stock held of record on the record date. There is no cumulative voting with respect to the election of Directors.
This proxy is solicited by the Board of Directors of the Company. The solicitation will be by mail and the expense thereof will be paid by the Company. The Company has retained Morrow & Co., LLC to assist in the solicitation of proxies at an estimated cost of $15,000 plus expenses. In addition, solicitation of proxies may be made by additional mailings, electronic mail, telephone or in person by Directors, officers or regular employees of the Company.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on February 3, 2015. This proxy statement, form of proxy and our Annual Report to Stockholders are available at www.proxyvote.com. You will need to input the Control Number, located on the proxy card, when accessing these documents.

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I. ELECTION OF DIRECTORS
Nominees and Continuing Directors
The Board of Directors is divided into three classes, with the terms of office of each class ending in successive years. Five Directors of the Company are to be elected for terms ending at the Annual Meetings specified below, or until their respective successors have been elected and have qualified. Certain information with respect to the nominees for election as Directors proposed by the Company, as well as the other Directors whose terms of office as Directors will continue after the Annual Meeting, is set forth below, including directorships held by each nominee at other public companies in the last five years. This information also includes each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that he or she should serve as a Director. All of the nominees meet the Board membership criteria described on page 11 under “Nomination Process.” The Board of Directors unanimously recommends a vote “FOR” each nominee indicated below.
Name, Age, Principal Occupation
or Position, Other Directorships
 
Served as
Director
  Since    
 
 
 
NOMINEES FOR TERMS ENDING IN 2018
 
 
 
 
 
A. F. Golden, 68
 
2000
Partner of Davis Polk & Wardwell, lawyers
 
 
 
 
Mr. Golden’s qualifications to serve on the Board include his leadership, international and industry experience heading Davis Polk teams in private and governmental litigation; representing large multinational companies in corporate governance matters and acquisition-related transactions; counseling multinational companies on antitrust matters; his prior service as a member of his firm’s Management Committee; and his current service on the Board of Trustees of Rensselaer Polytechnic Institute.
 
 
 
 
W. R. Johnson, 65
 
2008
Retired Chairman, President and Chief Executive Officer of H. J. Heinz Company, a global packaged food manufacturer
 
 
 
 
He is also a Director of United Parcel Service, Inc. and a former Director of Education Management Corporation.
 
 
 
 
 
Mr. Johnson’s qualifications to serve on the Board also include his leadership, international, operating and marketing experience gained from his prior service as Chairman, President and Chief Executive Officer of H. J. Heinz, Senior Vice President of H. J. Heinz responsible for Heinz operations in the Asia-Pacific area; Chief Operating Officer of H. J. Heinz; and Vice President of Marketing for Heinz ketchup, foodservice and sauces; and as a director of United Parcel Service, Inc.
 
 
 
 
 
C. Kendle, 67
 
2014
Retired Chairman and Chief Executive Officer, Kendle International Inc., a global clinical research organization
 
 
 
 
 
She is also a Director of United Parcel Service, Inc. and a former Director of H. J. Heinz.
 
 
 
 
 
Dr. Kendle’s qualifications to serve on the Board include her leadership, international and healthcare experience, gained from her prior service as co-founder, Chairman, and Chief Executive Officer of Kendle International Inc.; her service as a director and member of the Audit Committee of UPS; her prior service as a director and as a member of the Audit and Corporate Governance Committees of H. J. Heinz Company; and her prior service on the faculties of a number of leading universities, including the University of Cincinnati College of Pharmacy, the University of Pennsylvania School of Medicine, and the University of North Carolina School of Medicine and School of Pharmacy.
 
 
 
 
 
J. S. Turley, 59
 
2013
Retired Chairman of the Board and Chief Executive Officer, Ernst & Young, professional services organization
 
 
 
 
 
He also is a Director of Citigroup, Inc. and Intrexon Corporation.
 
 
 
 
 
Mr. Turley's qualifications to serve on the Board include his leadership and expertise in audit and financial reporting as Chairman and Chief Executive Officer of Ernst & Young and as a director of Citigroup, Inc. and Intrexon Corp. He also serves on the Board of Directors and as an officer of the Boy Scouts of America, and on the Board of Trustees for Rice University.
 
 

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Name, Age, Principal Occupation
or Position, Other Directorships
 
Served as
Director
  Since    
NOMINEE FOR A TERM ENDING IN 2016(1)
 
 
 
 
A. A. Busch III, 77
 
1985
Retired Chairman of the Board of Anheuser-Busch Companies, Inc., brewery, container manufacturer and theme park operator
 
 
 
 
He is also a former Director of AT&T Inc.
 
 
 
 
 
Mr. Busch’s qualifications to serve on the Board also include his leadership and international experience as Chief Executive Officer and President of Anheuser-Busch Companies and broad prior experience as a director of large public companies.
 
 
 
 
 
TO CONTINUE IN OFFICE UNTIL 2016
 
 
C. A. H. Boersig, 66
 
2009
Retired Chairman of the Supervisory Board of Deutsche Bank AG, a global investment bank
 
 
 
 
 
He is also a Member of the Supervisory Board of Daimler AG, Linde AG, and Bayer AG.
 
 
 
 
 
Dr. Boersig’s qualifications to serve on the Board include his leadership, financial expertise and international experience gained from his past service as Chairman of the Supervisory Board of Deutsche Bank AG, as a current member of the Supervisory Boards and various Board committees of Bayer AG, Daimler AG and Linde AG, and as a member of the Board of Superintendence of the Istituto per le Opere di Religione (the Vatican Bank); and his experience from his prior service as a member of the Management Boards of Deutsche Bank and RWE AG; former Chief Financial Officer and Chief Risk Officer of Deutsche Bank; and former Chief Financial Officer of RWE.
 
 
 
 
 
J. B. Bolten, 60
 
2012
Co-Founder and Managing Director of Rock Creek Global Advisors, LLC, an international advisory firm
 
 
 
 
 
He is also a Member of the International Advisory Board of BP plc.
 
 
 
 
 
Mr. Bolten’s qualifications to serve on the Board also include his financial, leadership, and governmental experience in his prior positions as White House Chief of Staff to President George W. Bush; Director of the Office of Management and Budget; White House Deputy Chief of Staff; General Counsel to the U.S. Trade Representative; and Chief Trade Counsel to the U.S. Senate Finance Committee, and his current experience on the Boards of the U.S. Holocaust Memorial Museum and the ONE Campaign.
 
 
 
 
 
M. S. Levatich, 49
 
2012
President and Chief Operating Officer of Harley-Davidson Motor Company, Inc., a manufacturer of motorcycles and related products
 
 
 
 
 
Mr. Levatich’s qualifications to serve on the Board also include his extensive manufacturing, global marketing and management experience as a Harley-Davidson executive, including his prior service as President and Managing Director of MV Agusta Motor S.p.A., a subsidiary of Harley-Davidson, Inc.; and as Vice President and General Manager, Parts & Accessories and Custom Vehicle Operations of Harley-Davidson, Inc.
 
 
 
 
 
R. L. Stephenson, 54
 
2006
Chairman, Chief Executive Officer and President of AT&T Inc., telecommunications provider
 
 
 
 
 
Mr. Stephenson’s qualifications to serve on the Board also include his leadership, technology, operating and financial experience gained from his prior service as Chief Operating Officer and Chief Financial Officer of AT&T Inc.; and as Chief Operating Officer of SBC Communications Inc.
 
 
 
 
 

4




Name, Age, Principal Occupation
or Position, Other Directorships
 
Served as
Director
  Since    
TO CONTINUE IN OFFICE UNTIL 2017
 
 
D. N. Farr, 59
 
2000
Chairman of the Board and Chief Executive Officer of Emerson
 
 
 
 
He is also a Director of International Business Machines Corporation.
 
 
 
 
 
Mr. Farr’s qualifications to serve on the Board also include his prior leadership, international and planning experience as Chief Operating Officer of Emerson; Executive Vice President and Business Leader, Emerson Process Management; CEO of Astec International, a Hong Kong based Emerson subsidiary; President, Ridge Tool Company subsidiary of Emerson; and Vice President, Emerson Corporate Planning and Development; and as former Director of Delphi Corp.
 
 
 
 
 
H. Green, 53
 
2008
Former Group Chief Executive Officer of Thomas Cook Group plc, a leisure travel company
 
 
 
 
 
She is also a Non-Executive Director of BAE Systems plc.
 
 
 
 
 
Ms. Green’s qualifications to serve on the Board also include her strategic business turnaround leadership experience, which includes harnessing the power of technology and the web to drive the profitable transformation of Premier Farnell plc, a leading high service technology distributor where she served as Chief Executive Officer until June 2012. This is further enhanced by her most recent role as Chief Executive Officer of Thomas Cook, leading the high profile transformation of the world’s oldest and best loved travel company. This experience is further complemented by her Non-Executive Directorship of BAE Systems plc and the global leadership experience gained on four continents for Arrow Electronics where she formerly held a number of executive positions, including President of Asia-Pacific, Head of Worldwide Marketing and Head of Global Strategy. She is also a former Managing Director of The Macro Group, a United Kingdom semiconductor distributor.
 
 
 
 
 
C. A. Peters, 59
 
2000
Senior Executive Vice President of Emerson
  
 
 
 
Mr. Peters’ qualifications to serve on the Board also include his leadership, technology and planning experience gained during his prior service as Senior Vice President-Growth Programs of Emerson; Vice President-Development and Technology of Emerson; Vice President-Strategic Planning of Emerson; President, Harris Calorific, a former business unit of Emerson; and Director of Strategic Planning of Emerson’s former Skil Corporation subsidiary.
  
 
 
 
 
J. W. Prueher, 72
 
2001
Admiral, U.S. Navy (Retired), and Former U.S. Ambassador to the People’s Republic of China
  
 
 
 
 
He is also a Director of The New York Life Insurance Company, Armada Hoffler LLC and Fluor Corporation. He is a former Director of Bank of America Corporation, Merrill Lynch & Co., Inc., Dyncorp International, Inc. and Amerigroup Corporation.
  
 
 
 
 
Admiral Prueher’s qualifications to serve on the Board also include extensive experience with strategic planning and leading large, complex organizations, his knowledge of and experience with the People’s Republic of China, and his leadership, government and international experience as Commander-in-Chief of the U.S. Pacific Command; Commandant of the U.S. Naval Academy; and professor and Schlesinger Chair at the University of Virginia, Miller Center. These are complemented by his experience with complex engineering processes.
  
 
 __________

(1)
Pursuant to the Company’s Bylaws, a person may not stand for election or re-election as a Director after attaining the age of 72, provided that the Bylaws permit Mr. Busch to stand for election to the Board for an additional one year term ending at the Company’s Annual Meeting on February 2, 2016.



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Each of the nominees and continuing Directors has had the same position or other executive positions with the same employer during the past five years, except as follows:
Dr. Boersig retired as Chairman of the Supervisory Board of Deutsche Bank AG in May 2012.
Mr. Bolten was a Visiting Professor at Princeton University’s Woodrow Wilson School of Public and International Affairs from 2009 to 2011. Mr. Bolten also served as President George W. Bush’s Chief of Staff from 2006 to 2009.
Ms. Green resigned as Group Chief Executive Officer of Thomas Cook Group plc in November, 2014. Prior to that, Ms. Green was President, Chief Executive Officer and a Director of Premier Farnell plc from April 2006 to June 2012.
Mr. Johnson retired as Chairman, President and Chief Executive Officer of H.J. Heinz Company in June 2013.
Dr. Kendle retired as Chairman and Chief Executive Officer of Kendle International, Inc. in 2011.
Mr. Levatich served as President and Managing Director of MV Agusta Motor S.p.A., a subsidiary of Harley-Davidson, Inc., from 2008 to 2009.
Mr. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 through June 30, 2013.
  
Stock Ownership of Directors, Executive Officers and 5% Beneficial Owners
The following table shows the number of shares of the Company’s common stock that are beneficially owned by the Directors, by each of the named executive officers in the Summary Compensation Table, and by all Directors and executive officers as a group as of September 30, 2014. No person reflected in the table owns more than 0.5% of the outstanding shares of Emerson common stock.
Name
 
 
 Total Shares of
Emerson  Common
Stock Beneficially
 Owned(1)(2)
C. A. H. Boersig
 
 
14,540

J. B. Bolten
 
 
6,572

A. A. Busch III(3)
 
 
249,950

F. J. Dellaquila(4)
 
 
410,678

D. N. Farr(5)
 
 
2,584,538

A. F. Golden
 
 
49,937

H. Green
 
 
15,587

W. R. Johnson
 
 
18,113

C. Kendle
 
 
1,964

M. S. Levatich
 
 
5,403

E. L. Monser
 
 
652,684

C. A. Peters
 
 
1,068,887

J. W. Prueher
 
 
31,232

F. L. Steeves
 
 
367,530

R. L. Stephenson
 
 
30,576

J. S. Turley
 
 
3,236

All Directors and Executive Officers as a group (18 persons) (6)(7)
 
 
5,681,954

__________________________

(1)
Under rules of the Securities and Exchange Commission (“SEC”), persons who have power to vote or dispose of securities, either alone or jointly with others, are deemed to be the beneficial owners of such securities. Each person reflected in the table has both sole voting power and sole investment power with respect to the shares included in the table, except as described in the footnotes below and except for the following shares of restricted stock over which the person named has no investment power: Mr. Farr-340,000; Mr. Dellaquila, Executive Vice President and Chief Financial Officer-55,000; Mr. Monser, President and Chief Operating Officer-45,000; Mr. Peters-80,000; Mr. Steeves, Executive Vice President, Secretary and General Counsel-25,000; Dr. Boersig-3,450; Mr. Bolten-6,572; Mr. Busch-1,964; Mr. Golden-30,078; Ms. Green-4,497; Mr. Johnson-15,895; Dr. Kendle-1,964; Mr. Levatich-5,403; Adm. Prueher-28,890; Mr. Stephenson-20,188; Mr. Turley-3,236; and all Directors and executive officers as a group-692,137 shares. Also includes 11,090 restricted stock units held by each of Dr. Boersig and Ms. Green, over which they have no voting or investment power.

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(2)
As required by SEC rules, includes the following shares which such persons have, or will have within 60 days after September 30, 2014, the right to acquire upon the exercise of employee stock options: Mr. Farr-516,666; Mr. Dellaquila-158,333; Mr. Monser-350,000; Mr. Peters-253,333; and Mr. Steeves-224,468. Also includes 11,090 restricted stock units held by each of Dr. Boersig and Ms. Green.

(3)
Includes 600 shares held by Mr. Busch as co-trustee of a trust, as to which Mr. Busch shares voting and investment power.

(4)
Includes 8,442 shares held by the spouse of Mr. Dellaquila. Also includes 56,486 shares held by the FJD Gift Trust, a grantor trust for Mr. Dellaquila with Mr. Dellaquila's spouse and descendants as beneficiaries and Mr. Dellaquila as trustee. Also includes 75,315 shares held by the SRD Gift Trust, a grantor trust for Mr. Dellaquila's spouse with Mr. Dellaquila's descendants as beneficiaries and Mr. Dellaquila and his spouse as trustees.

(5)
Includes 432,942 shares held by the spouse and/or children of Mr. Farr. Includes 32,055 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Farr exercises investment power but has no financial interest.

(6)
Includes 1,560,862 shares of common stock which executive officers have, or will have within 60 days after September 30, 2014, the right to acquire upon exercise of employee stock options. Also includes 11,090 restricted stock units held by each of Dr. Boersig and Ms. Green. Shares owned as a group represent less than 1% of the outstanding common stock of the Company.

(7)
Includes 170,527 shares beneficially owned by two other executive officers of the Company, of which 25,000 shares are shares of common stock over which the other executive officers have no investment power and 58,062 are shares of common stock which the other executive officer has, or will have within 60 days after September 30, 2014, the right to acquire upon exercise of employee stock options.
The following table lists the beneficial ownership of each person holding more than 5% of Emerson's outstanding common stock as of September 30, 2014 based on a review of filings with the SEC on Schedule 13G.
Name and Address
 
 Total Shares of
Emerson  Common
Stock
Beneficially Owned
 
Percent of Class
The Vanguard Group (1)
 
39,624,119
 
 5.69%
100 Vanguard Blvd., Malvern, PA 19355
 
 
 
 
 
 
 
 
 
BlackRock, Inc. (2)
 
35,607,548
 
5.11%
40 East 52nd Street, New York, NY 10022
 
 
 
 
__________________________

(1)
The Vanguard Group filed a Schedule 13G on February 12, 2014 with the SEC indicating that, as of December 31, 2013, it had beneficial ownership of 39,624,119 shares, including sole voting power over 1,156,799 shares, sole dispositive power over 38,538,324 shares and shared dispositive power over 1,085,795 shares of the Company’s outstanding stock.

(2)
BlackRock, Inc. filed a Schedule 13G on February 2, 2014 with the SEC indicating that, as of December 31, 2013, it had beneficial ownership of 35,607,548 shares, including sole voting power over 29,220,895 shares, sole dispositive power over 35,581,949 shares and shared voting and dispositive power over 25,599 shares of the Company’s outstanding stock.
The Company is not aware of any other shareholders who beneficially own more than 5% of its outstanding common stock.
Corporate Governance
The Company’s Corporate Governance Principles and Practices and the charters of all Board committees are available on the Company’s website at www.Emerson.com, Investor Relations, Corporate Governance. The foregoing documents are available in print to stockholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.
There were eleven meetings of the Board of Directors during fiscal 2014. All of the Directors attended at least 75% of the meetings of the Board and committees on which they served. Directors are strongly encouraged to attend the Annual Meeting

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of Stockholders unless extenuating circumstances prevent them from attending, although the Company has no formal, written policy requiring such attendance. In 2014, all of the Directors attended the Annual Meeting of Stockholders.
The Board of Directors has appointed a Discussion Leader who chairs regularly scheduled meetings of non-management Directors, as provided in the Company’s Corporate Governance Principles and Practices. The Discussion Leader position rotates annually among the Chairs of each of the independent Board committees.
Stockholders and other interested persons may contact the Discussion Leader in writing c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the Discussion Leader.
Stockholders may communicate with any of our Directors by sending a letter to the Director, c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the relevant Director.
Board Leadership Structure and Role in Risk Oversight
The Board believes that it should have the flexibility to make the determination of whether the same person should serve as both the Chief Executive Officer and Chairman of the Board at any given point in time, or if the roles should be separate. In the past the Company has combined the functions of Chairman of the Board with those of Chief Executive Officer and has also separated those functions. The Board determines whether to combine or separate those functions based on what it believes will provide appropriate leadership for the Company at the time. The Board believes that its current leadership structure, with Mr. Farr serving as both Chief Executive Officer and as Chairman of the Board, as well as Chair of our Executive Committee, is appropriate given Mr. Farr’s past success and extensive experience serving in these roles, the efficiencies of having the Chief Executive Officer also serve in the role of Chairman, the Company’s strong corporate governance structure and the Company’s financial success under Mr. Farr’s leadership. As a result, our Bylaws currently require that our Chairman shall also be our Chief Executive Officer. The Board has not found it necessary to designate a “Lead Director” from among the non-management Directors. However, as discussed above, the Board does have an annual rotation of independent Directors who serve as Discussion Leaders to preside at meetings of non-management Directors. The Chairman and Chief Executive Officer consults periodically with the Discussion Leader and the Chairs of our other Board committees, all of whom are independent, on Board matters and on issues facing the Company. In addition, the Discussion Leader presides at an executive session of non-management Directors at each regularly scheduled Board meeting.
The Board as a whole has responsibility for the oversight of the Company’s risk management process. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The Audit Committee assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk include strategic, operational, compliance, environmental and financial risks. The full Board, or the appropriate committee, receives this information through updates from the appropriate members of management to enable it to understand and monitor the Company’s risk management process. Information brought to the attention of the committees is shared with the full Board as appropriate.
Director Independence
The Board has determined that the following Directors are independent, as that term is defined under the general independence standards in the listing standards of the New York Stock Exchange: C. A. H. Boersig, J. B. Bolten, A. A. Busch III, A. F. Golden, H. Green, W. R. Johnson, C. Kendle, M. S. Levatich, J. W. Prueher, R. L. Stephenson, and J. S. Turley.
All Directors identified as independent in this proxy statement meet the categorical standards adopted by the Board to assist it in making determinations of Director independence. A copy of these standards appears under the caption “Emerson Director Independence Standards” in Appendix A attached to this proxy statement and is available on the Company’s website at www.Emerson.com, Investor Relations, Corporate Governance.
In the course of the Board’s determination regarding independence of each non-management Director, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:
Messrs. Johnson, Levatich and Stephenson, and Ms. Green, the annual amount of sales to Emerson by the company which the Director serves or served as an executive officer, and purchases by that company from Emerson, and determined that in each case the amounts of such sales and purchases were less than 0.09% of such other company’s annual revenues and therefore in each case were immaterial and well below the threshold set in the Emerson Director Independence Standards.
Mr. Stephenson, an immediate family member employed by our independent registered public accounting firm and determined that such person was not a partner of such firm and did not participate in the audit of Emerson or provide any other services to Emerson.

8




Mr. Golden, the annual amount paid by Emerson to the law firm of which he is a partner, and determined that the amount of such payments was less than 0.1% of such firm’s annual revenues and therefore was immaterial and well below the threshold set in the Emerson Director Independence Standards.
Messrs. Golden, Levatich and Turley and Adm. Prueher, the annual amount of contributions by Emerson to charitable organizations for which the Director serves as a director, officer or trustee, and determined that such contributions were immaterial (less than 0.05%, 0.0006%, 0.0009% and 0.08% of each charity's annual revenues, respectively) and were well below the threshold set in the Emerson Director Independence Standards.
Review, Approval or Ratification of Transactions with Related Persons
We review all transactions and relationships in which the Company and any of our Directors, nominees for Director or executive officers, or any of their immediate family members, are participants, to determine whether any of these individuals have a direct or indirect material interest in any such transaction. We have developed and implemented processes and controls to obtain information from the Directors and executive officers about related person transactions, and for determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in any such transaction. Transactions that are determined to be directly or indirectly material to a related person are disclosed as required. Pursuant to these processes, all Directors and executive officers annually complete, sign and submit a Director and Executive Officer Questionnaire and a Conflict of Interest Questionnaire that are designed to identify related person transactions and both actual and potential conflicts of interest. We also make inquiries as to the nature and extent of business that the Company conducts with other companies for whom any of our Directors or executive officers also serve as directors or executive officers. Under the Company’s Code of Business Ethics, if an actual or potential conflict of interest affects an executive officer, he or she is required to immediately disclose all the relevant facts and circumstances to the Company’s Ethics Committee. If the Ethics Committee determines that there is a conflict, it will refer the matter to the Board of Directors, which will review the matter to make a determination as to whether a conflict exists, and, if so, the appropriate resolution. If an actual or potential conflict of interest affects a Director, he or she is required to immediately disclose all the relevant facts and circumstances to the Board of Directors, which likewise will review the matter to make a final determination as to whether a conflict exists, and, if so, the appropriate resolution.
The Company has a written Code of Business Ethics applicable to all Directors and executive officers of the Company that prohibits Directors and executive officers from entering into transactions, or having any relationships, that would result in a conflict of interest with the Company. Waivers of the Code of Business Ethics for Directors and executive officers may only be granted by the Board of Directors. The Code of Business Ethics can be found on the Company’s website at www.Emerson.com, Investor Relations, Corporate Governance.
Certain Business Relationships and Related Party Transactions
Based on the review described above, there were no transactions from October 1, 2013 through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.
Board of Directors and Committees
The members of the Board are elected to various committees. The standing committees of the Board (and the respective Chairs) are: Executive Committee (Farr), Audit Committee (Busch), Compensation Committee (Stephenson), Corporate Governance and Nominating Committee (Bolten) and Finance Committee (Boersig).
Audit Committee
The Audit Committee met four times in fiscal 2014. The members of the Audit Committee are A. A. Busch III, Chair, J. B. Bolten, H. Green, M. S. Levatich, and J. S. Turley, all of whom are independent. The functions of the Audit Committee are described under “Report of the Audit Committee” at page 14 below. The Board has determined that all of the Audit Committee members are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934 (the “Exchange Act”) and rules thereunder, as incorporated into the listing standards of the New York Stock Exchange. The Board has also determined that H. Green and J. S. Turley are Audit Committee Financial Experts as that term is defined in the rules issued pursuant to the Sarbanes-Oxley Act of 2002. See the “Report of the Audit Committee” at page 14 below.



9




Compensation Committee
The Compensation Committee met six times in fiscal 2014. The Compensation Committee Charter requires that the Committee comprise at least three Directors. The current Compensation Committee members are R. L. Stephenson, Chair, C. A. H. Boersig, W. R. Johnson, M. S. Levatich and J. W. Prueher. The Board has determined that, as required by the Committee Charter, each of the members of the Compensation Committee meets applicable independence requirements, including the enhanced independence standards of the New York Stock Exchange, and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code and as a “non-employee director” under Rule 16b-3 of the Exchange Act.
The Compensation Committee discharges the Board’s responsibilities relating to compensation of the Company’s executives and produces the Committee’s report on executive compensation included in the Company’s annual proxy statement. Among other things, the Committee (1) approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates CEO performance and reviews and sets his compensation; (2) approves elements of compensation and oversees the evaluation process for all officers; (3) oversees the Company’s equity incentive plans and the adoption, amendment or termination of benefit plans; and (4) monitors and keeps current the Senior Management Succession Plan.
The Compensation Committee operates under a written charter that details the scope of authority, composition and procedures of the Committee. The Committee may, when appropriate in its discretion, delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next scheduled meeting. For a discussion of delegations of authority the Committee has made to the Chief Executive Officer, see “Equity Compensation Grant Practices” at page 30 below. The Committee reports to the Board of Directors regularly, reviews and reassesses the adequacy of its Charter at least annually and conducts an annual evaluation of its performance.
For fiscal 2014, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs for its employees, including the Company’s executive compensation program and practices. The Committee also reviewed management’s longstanding internal process and controls for compensation programs for employees who do not participate in the executive compensation program. The Committee accepted the result of these reviews that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business. Please see “Alignment with Stockholder Interests” on page 27 for additional information.
Role of Executive Officers and the Compensation Consultant
Executive Officers
As described in “Compensation Discussion and Analysis — Setting Total Compensation” on page 21, our Chief Executive Officer reviews recommendations of management and makes recommendations to the Committee regarding total compensation to be paid to the Company’s executive officers other than himself. Management also develops and presents to the Committee recommendations for the design of compensation programs.
The Committee has unrestricted access to management. It may also request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the Chief Executive Officer, except for executive sessions and discussions of his own compensation, by the Vice President-Executive Compensation, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the Chief Executive Officer’s compensation with the Board in executive session of non-management Directors only.
Compensation Consultant
The Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve the fees and retention terms for such advisors, if it determines the services of such advisors to be necessary or appropriate. Any Committee member may request the participation of independent advisors at any meeting. Management engages Frederic W. Cook & Co., Inc. to assist the Company in its executive compensation program design and competitive pay analysis. The Committee reviews this information in determining compensation for the named executive officers. Since fiscal 2011, the Committee has engaged Exequity LLP (“Exequity”) as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2014, Exequity reviewed our comparator group companies, the compensation of our Chief Executive Officer and the other named executive officers. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Pay Information and Philosophy” on page 20.


10




Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee met four times in fiscal 2014. The members of the Committee are J. B. Bolten, Chair, H. Green, C. Kendle, R. L. Stephenson, and J. S. Turley, all of whom are independent. The Corporate Governance and Nominating Committee reviews the Company’s corporate governance matters and principles and independence standards; oversees the annual self-evaluation by the Board and its committees; discharges the Board’s responsibilities related to compensation of Directors; identifies and evaluates individuals for Board and committee membership and Chairs; makes recommendations to the Board concerning the selection of Director nominees; makes recommendations as to the size and composition of the Board and its committees; and approves and/or reviews the Company’s conflict of interest policies, codes of ethics, political activities and compliance with laws and regulations, and oversees management’s implementation thereof. For a description of the process used by the Committee in evaluating and recommending Director nominees, see “Nomination Process” below.
Nomination Process
The Corporate Governance and Nominating Committee regularly reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee may consider nominees submitted by several sources, including current Board members, management of the Company, director search firms, stockholders or other persons.
In evaluating possible Director nominees, the Committee considers the knowledge, experience, integrity and judgment of possible candidates, their potential contribution to the diversity of backgrounds, experience and skills of the Board, and their ability to devote sufficient time and effort to their duties as Directors. The Company’s Statement of Corporate Governance Principles and Practices sets forth the minimum qualifications for Director nominees which include, among other criteria determined by the Board, senior management experience in business, government and/or other relevant organizations. Important experience includes the field of manufacturing, international exposure and board membership with major organizations. Pursuant to the Company’s Bylaws, a Director may not stand for election or re-election as a Director after attaining the age of 72, provided that the Bylaws permit Mr. Busch to stand for election to the Board for an additional one year term ending at the Company’s Annual Meeting on February 2, 2016.
It is the policy of the Company to seek the most qualified candidates for Board membership without regard to race, gender, national origin, religion, disability, age or sexual orientation. However, in conducting its assessment of Director candidates the Company will consider diversity (including, but not limited to, race, gender, national origin, religion, disability, age or sexual orientation) and such other factors as it deems appropriate given the then current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Company seeks a diversity of viewpoints to better understand the technical, economic, political and social environments in which it operates. This policy is implemented by using existing Board members and outside agencies to actively seek qualified candidates. The Company’s success in seeking a diversity of viewpoints is measured by the range of viewpoints represented on the Company’s Board.
The Committee evaluates Director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified Director nominees with the Board. The Committee evaluates candidates that meet the Director criteria,
and the Committee selects nominees that best suit the Board’s current needs and recommends one or more of such individuals for election to the Board. Dr. Kendle, who is standing for election to the Board for the first time, was recommended to the Committee by two non-management Directors. From time to time, the Company retains an independent search firm to assist the Committee in identifying potential candidates for Board membership and in evaluating their qualifications and availability.
The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder nominations in “XI. Stockholders’ Proposals” at page 62 below. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.
In addition, the Company’s Bylaws permit stockholders to nominate Directors at an annual meeting of stockholders or at a special meeting at which Directors are to be elected in accordance with the notice of meeting. The procedures for making such nominations are discussed in “XI. Stockholders’ Proposals” at page 62 below.
Processes and Procedures for Determination of Director Compensation
The Corporate Governance and Nominating Committee annually reviews compensation of the Company’s Directors, as well as the Company’s compensation practices for Directors, and makes recommendations to the Board regarding these matters. The Board makes the final determinations as to Director compensation and compensation practices.

11




To assist the Committee in performing these duties, Company management periodically engages an outside consultant to prepare an analysis of outside director compensation trends and best practices in the competitive market, and to make recommendations as to the compensation of the Company’s non-management Directors. Based on this analysis, management makes recommendations for changes in Director compensation to the Committee for its consideration. Frederic W. Cook & Co. was engaged to prepare this analysis for fiscal 2014.
Director Compensation
Directors who are employees of the Company do not receive any compensation for service on the Board. Each non-management Director is currently paid an annual retainer, a portion of which is paid in cash and a portion of which is paid in restricted stock or restricted stock units, and fees of $1,500 plus expenses for attendance at each Board meeting. In fiscal 2014, the cash portion of the annual retainer, which is paid on a monthly basis, was $80,000. The amount of the annual retainer paid in restricted stock or restricted stock units each year is determined by or upon the recommendation of the Corporate Governance and Nominating Committee. For fiscal 2014, non-management Directors received $125,000 in restricted stock or restricted stock units. See footnote (2) to the Director Compensation table below. The cash retainer was increased to $100,000, effective November 1, 2014, and the restricted stock/restricted stock unit portion of the annual retainer was increased to $140,000, payable February 3, 2015. Board meeting fees were not increased.
Our non-management Directors are required to hold all of the restricted stock and restricted stock units awarded for Board service until retirement. As a result, such awards generally do not vest and the stock cannot be sold until the last day of a Director’s term after the age of 72 or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, such awards will be forfeited to the Company. This is consistent with our Director Stock Ownership Policy which sets an ownership threshold of Emerson stock equal to five times annual cash compensation. As a result of these restrictions, the amount of stock and units held by a Director generally reflects the length of time that a Director has served on the Board. Non-management Directors receive dividends with respect to restricted stock and dividend equivalents with respect to restricted stock units. Dividend equivalents may be paid out regularly or deferred until final settlement, with interest compounding quarterly at a rate determined by the Committee, but in any event no greater than 120% of the applicable federal long-term rate. Restricted stock awards are entitled to voting rights; restricted stock units are not.
In fiscal 2014, each committee Chair was paid an annual retainer of $15,000, except for the Chair of the Audit Committee who was paid an annual retainer of $20,000, and each committee member was paid $1,500 plus expenses for attendance at each committee meeting. The Compensation Committee Chair retainer was increased to $20,000, effective November 1, 2014. Committee meeting fees were not increased.
Directors may elect to defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-Employee Directors. Under the plan, which has existed since 1982, such deferred amounts are credited with interest quarterly at the prime rate charged by Bank of America, N.A. Under the rules of the SEC, interest on deferred compensation is considered above-market only if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2014, the Bank of America prime rate was 3.25%, while 120% of the applicable federal long-term rate ranged from 3.51% to 4.12%. A. A. Busch III, H. Green, A. F. Golden and R. L. Stephenson currently participate in this deferral program. There were no above-market earnings on deferred compensation for each of these Directors in fiscal 2014. All deferred amounts are payable only in cash.
Directors who assumed office prior to June 4, 2002 were eligible for the Company’s Continuing Compensation Plan for Non-Management Directors. Because each eligible Director has served at least ten years, he or she will, after the later of termination of service as a Director or age 72, receive for life an amount equal to the annual $30,000 cash retainer for non-management Directors in effect on June 4, 2002. In the event that service as a covered Director terminates because of death, the benefit will be paid to the surviving spouse for five years. Amounts relating to the aggregate change in the actuarial present value of the accumulated benefit for fiscal 2014 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors are set forth in the Director Compensation table.
As part of the Company’s overall charitable contributions practice, the Company may, in the sole and absolute discretion of the Board and its committees, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon his or her retirement from the Board (as determined by the Board and its committees), taking into account such Director’s tenure on the Board, his or her accomplishments and service on the Board, and other relevant factors.
The table below sets forth amounts for non-management Director compensation for fiscal 2014.

12




Director Compensation
 
Name(1)
Fees
Earned
or Paid in
Cash ($)
Stock
Awards
($)(2)(3)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)(4)
All Other
Compensation
($)(5)
Total ($)
C. A. H. Boersig
126,500

124,960


5,000

256,460

J. B. Bolten
123,500

124,960


8,000

256,460

A. A. Busch III
127,000

124,960

5,000

10,000

266,960

A. F. Golden
102,500

124,960

33,000

10,000

270,460

H. Green
107,000

124,960



231,960

W. R. Johnson
105,500

124,960



230,460

C. Kendle
66,833

124,960


10,000

201,793

M. S. Levatich
111,500

124,960


10,000

246,460

J. W. Prueher
111,500

124,960

34,000

10,000

280,460

R. L. Stephenson
126,500

124,960



251,460

J. S. Turley
105,500

124,960



230,460

_____________________

(1)
Messrs. Farr and Peters are named executive officers who are also Directors and their compensation is set forth in the Summary Compensation Table and related tables. They did not receive any additional compensation for their service as Directors.

(2)
In fiscal 2014, the Directors in office on February 4, 2014 were awarded 1,964 shares of restricted stock, or restricted stock units in the cases of Dr. Boersig and Ms. Green, with a total value of $124,960 ($125,000 divided by the grant date fair market value of Emerson stock, rounded down to the nearest whole share). Each amount constitutes the aggregate grant date fair value of restricted stock and restricted stock unit awards for fiscal 2014 calculated in accordance with FASB ASC Topic 718, which is also the dollar amount recognized for financial statement reporting purposes for fiscal 2014.

(3)
The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2014 (the end of fiscal 2014) is as follows: C. A. H. Boersig-3,450; J. B. Bolten-6,572; A. A. Busch III-1,964; A. F. Golden-30,078; H. Green-4,497; W. R. Johnson-15,895; C. Kendle-1,964; M. S. Levatich-5,403; J. W. Prueher-28,890; R. L. Stephenson-20,188; and J. S. Turley-3,236. In addition, C. A. H. Boersig and H. Green each hold 11,090 restricted stock units, which they received instead of restricted stock in fiscal years 2010 through 2014 as provided in the Company’s Restricted Stock Plan for Non-Management Directors.

(4)
Represents the aggregate change in the actuarial present value of the accumulated pension benefit for fiscal 2014 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors. The Company eliminated its Continuing Compensation Plan for Non-Management Directors who assumed office on or after June 4, 2002. Non-management Directors in office on that date continued to vest in the plan. Please see the narrative above on page 12 for more information.

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

Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company’s chief executive officer, chief financial officer, chief accounting officer, and controller.  This Code of Ethics is posted on the Company’s website.  The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting required information on its website at www.Emerson.com, Investor Relations, Corporate Governance. The Company has adopted a Code of Business Ethics for Directors, officers and employees, which is available at the same location on the Company’s website. Printed copies of these documents are available to stockholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.

13




Compensation Committee Interlocks and Insider Participation
The functions and members of the Compensation Committee are set forth above under “Board of Directors and Committees — Compensation Committee.” All Committee members are independent and none of the Committee members has served as an officer or employee of the Company or a subsidiary of the Company. During fiscal 2014, no member of the Committee and no other Director was an executive officer of another company on whose compensation committee or board any of our executive officers served.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company’s Directors and executive officers are required, pursuant to Section 16(a) of the Exchange Act, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the SEC and the New York Stock Exchange, and to furnish copies of such statements to the Company. Based solely on a review of the copies of such statements furnished to the Company and written representations that no other such statements were required, the Company believes that during fiscal 2014 its Directors and executive officers complied with all such requirements.
Report of the Audit Committee
The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting and financial controls, the internal audit process, risk management, the annual independent audit process of the Company’s annual financial statements, and the Company’s compliance with legal and regulatory requirements. The Audit 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. In addition to assuring the regular rotation of the lead audit partner as required by law, the Committee is involved in the selection, reviews and evaluation of the lead audit partner, and considers whether, in order to assure continuing auditor independence, there should be regular rotation of the independent registered public accounting firm.
The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.
The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Committee reviewed with the independent registered public accounting firm the firm’s judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, Communication with Audit Committees. In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from management and the Company, including the impact of non-audit-related services provided to the Company and the matters in the independent registered public accounting firm’s written disclosures required by Rule 3526 of the PCAOB, as may be modified or supplemented.
The Committee also discussed with the Company’s internal auditors and the independent registered public accounting firm in advance the overall scope and plans for their respective audits. The Committee meets regularly with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 for filing with the Securities and Exchange Commission. In accordance with its Charter, the Audit Committee has reappointed KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for fiscal 2015.                     
 
Audit Committee
A. A. Busch III, Chair
J. B. Bolten
H. Green
M. S. Levatich
J. S. Turley


14




Fees Paid to KPMG LLP
The following are the fees of KPMG LLP, the Company’s independent registered public accounting firm, for services rendered in 2013 and 2014 ($ in millions): 
 
 
 
2013

2014

Audit Fees
 
 
$
29.6

$
28.9

Audit-Related Fees
 
 
4.2

3.0

Tax Fees
 
 
1.9

0.9

All Other Fees
 
 


Total KPMG LLP Fees
 
 
$
35.7

$
32.8

Audit Fees primarily represent the cost for the audit of the Company’s annual financial statements, reviews of SEC Forms 10-Q and 10-K and statutory audit requirements at certain non-U.S. locations.
Audit-Related Fees for 2014 include $1.7 million for audit procedures related to a potential divestiture, and in 2013 include $2.6 million for audit procedures related to the divestiture of the Company's controlling interest in the Embedded Computing and Power business.  The remaining Audit-Related Fees for both years are primarily attributable to other acquisition and divestiture due diligence, audits of employee benefit plans, and statutory filings. 
Tax Fees are primarily related to tax compliance services, which were $0.9 million and $1.9 million in 2014 and 2013.
The Audit Committee approved in advance all services provided by KPMG LLP. The Audit Committee’s pre-approval policies and procedures are included within the Audit Committee Charter, which can be found on the Company’s website at www.Emerson.com, Investor Relations, Corporate Governance.

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II. ADVISORY VOTE ON EXECUTIVE COMPENSATION
In each of the last four Annual Meetings of Stockholders, more than 90% of the shares voted were cast in support of the Company’s executive compensation program. Pursuant to Section 14A of the Exchange Act, our Board of Directors is again submitting a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as “say-on-pay”). We plan to hold this vote annually.
We encourage stockholders to review the Compensation Discussion and Analysis on pages 18 to 30. Emerson’s long and consistent value creation over time is attributable to a proven, rigorously-applied management process implemented over the years by successive teams of talented and committed executives. The Company’s executive compensation program, the core of which is substantially unchanged since 1977, underpins and reinforces this process and the performance it generates, including 58 consecutive years of increased dividends.
The objectives and elements of our compensation program are discussed below. These foundational elements of our program include paying for performance, maximizing stockholder value without excessive risk, aligning executives' interests with stockholder interests, providing competitive pay to attract and retain executives and rewarding corporate results while recognizing individual contributions.
We believe the program strikes the appropriate balance between responsible, measured pay practices and incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by Emerson's best pay practices:

Pay for Performance; No Entitlements. 70-80% of named executive officer ("NEO") compensation is tied to Company performance. Performance drives pay. We reward performance rather than creating a sense of entitlement. (Pgs. 18, 19, 21-27)

Long-Term Performance. Our primary incentive compensation – performance shares – is based on the Company's achievement of established financial objectives regarding earnings per share (EPS) and cash flow performance over the four-year performance period. We have three-year (not annual) award cycles for performance shares and stock options and no set cycle for restricted stock awards (selectively granted), which cliff vest after three to ten years (no pro rata vesting). (Pgs. 23-26)

We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance. We target total compensation in the median compensation range of comparable companies, with actual pay dependent on Company and individual performance. (Pgs. 19-22)

Comparator Group Pay Is a Frame of Reference. The Committee considers comparator group pay only as a frame of reference. Pay decisions are not formulaic and the Committee exercises judgment in making them. The Committee utilizes an independent consultant. (Pgs. 20-22)

Average Summary Compensation Table Total Compensation. Over the last five years, the moving three-year average total compensation for our NEOs with at least seven years of service as NEOs has grown at an average annual rate of less than 3%. We believe a three-year average is a more meaningful comparison because of our multi-year award and payment cycles. (Pgs. 18-19, 27, 31)

Maximize Stockholder Value While Mitigating Risk. Our equity incentives drive performance and reward growth over the long term, which discourages short-term risk taking. The Committee regularly reviews the Company's risk assessment. (Pgs. 27-28)

Align Executives' Interests with Stockholders. Approximately 60-70% of NEO compensation is stock-based and NEOs are required to hold significant amounts of Company stock. (Pgs. 23-28)

Stock Ownership Guidelines and Holding Policy. All of our NEOs substantially exceed our ownership guidelines. Sales must be approved in advance by our CEO and another designated senior officer. (Pgs. 27-28) Our non-management Directors comply with our stock ownership guidelines and are generally required to hold equity awards until retirement. (Pg. 12)

Clawback in Case of Misconduct. To better protect stockholder interests, our Board may in certain cases of misconduct recover an executive officer's annual bonus or long-term incentive awards. (Pg. 28)


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Anti-Pledging and Anti-Hedging Policies. We have a policy prohibiting pledging of Company stock and an anti-hedging policy which prohibits short sales of Company stock. (Pg. 28)

No Tax Gross-Ups. We do not provide tax gross-ups to our NEOs.

No Employment, Severance or Golden Parachute Agreements. We have no employment, severance or golden parachute agreements with any of our NEOs. (Pgs. 22, 28, 38-43)

Executive Officer Severance Policy. Under our policy, we do not pay lump sum, non-forfeitable cash severance payments and departing executives forfeit awards if they breach their non-competition, non-solicitation or confidentiality agreements. Moreover, our policy limits certain payments (as described in the policy) to no more than 2.99 times most recent base salary and earned cash bonus. (Pg. 28)

Non-compete, Non-solicitation and Confidentiality Agreements. We require executives to enter into non-competition, non-solicitation and confidentiality agreements as a condition of all equity awards. (Pgs. 23, 28 and 38)

No Repricing or Buyout of Underwater Stock Options. (Pg. 26)

Double Trigger Change of Control Provision. We added a double trigger provision on change of control in our 2011 Stock Option Plan and in our proposed 2015 Incentive Shares Plan, subject to stockholder approval. (Pgs. 44-51)

We regularly evaluate the individual elements of our compensation program in light of market conditions and governance requirements and make changes as appropriate for Emerson’s business. For example, we recently adopted our policy against pledging and added a provision to our 2011 Stock Option Plan to include a “double” trigger for vesting following a change of control. Our proposed 2015 Incentive Shares Plan also includes a "double" trigger provision. We believe that the Company’s executive compensation program continues to drive superior financial performance for the Company and its stockholders over the long term in a variety of business conditions.
The Company achieved good financial results in fiscal 2014, in the face of significant challenges, while also positioning the Company for improved results going forward.  These achievements and the compensation decisions made by the Compensation Committee demonstrate the balance of our compensation program and are described in the Compensation Discussion and Analysis on pages 18 to 30. We carefully consider any changes to our executive compensation program so that we do not jeopardize its long record of success.
The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation”, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement.
Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting on February 3, 2015, the next say-on-pay vote will occur at our next Annual Meeting scheduled to be held on February 2, 2016.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

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III. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary of Fiscal Year 2014
Emerson is a performance-driven, financially focused company with a long track record of consistently delivering increased value and returning cash to our stockholders. Our pay-for-performance executive compensation program is an integral part of our consistent and rigorous management process. We believe it has effectively motivated and rewarded Emerson executives to meet the challenges of recessions, inflationary periods, technological changes, and intense global competition, and continues to do so today.
Fiscal 2014 was a solid year for Emerson in what continues to be a challenging business climate for growth. Global business conditions remained weak, as the less than three percent growth macroeconomic environment continued for the third consecutive year, and geopolitical instability and structural challenges limited growth in several emerging markets and in Europe. Despite these global economic headwinds and the impact from continued repositioning of our business portfolio, Emerson achieved improvements in many operational areas, meeting or exceeding targets communicated at the beginning of the year, and increased its capital and strategic investments for future growth. Operations also generated strong cash flow, allowing Emerson to continue its long track record of increased dividends. In addition, strong cash flow supported share repurchases, which were supplemented using the proceeds of divestitures to return additional value to our shareholders.
Reported earnings per share of $3.03 increased 10% from $2.76 in fiscal 2013.
Operationally, earnings per share were $3.75, an increase of 6% versus $3.54 in 2013, excluding an impairment charge of $0.72 per share ($508 million) in 2014, primarily related to the impact of persistent weak economic growth in Europe on the combined Emerson and Chloride Network Power business, and impairment and tax charges of $0.78 in 2013.
Sales of $24.5 billion declined less than 1% from fiscal 2013, reflecting the third consecutive year of low single digit macroeconomic growth and fiscal 2014 divestitures. Underlying sales increased 3% (excluding a 4% unfavorable impact from divestitures, net of acquisitions, and a negligible impact from currency).
Gross profit margin reached a record level of 41.4%, an increase of 1.1 percentage points from the prior year, reflecting the impact of divestitures, benefits from continued implementation of Perfect Execution operating strategies and technology innovation and cost repositioning efforts.
Operating cash flow of $3.7 billion was also at a record level, reflecting strong operational execution and quality earnings, up from $3.6 billion in 2013, more than overcoming the loss of cash generated by divested companies. Free cash flow was down slightly due to an increase in capital expenditures to invest for future growth.
The Company returned 61% of operating cash flow to shareholders through dividends of $1.2 billion and share repurchases of $1.0 billion, including incremental share repurchase from the proceeds of the Embedded Computing and Power divestiture.
Return on total capital increased 1.1 percentage points to 17.5%, up from 16.4% in fiscal 2013.
Total stockholder return, based on stock price appreciation and assuming dividend reinvestment, was (0.7)% for fiscal 2014, and three-year compound average annual total stockholder return was 18.2%.
The Company increased its annual dividend for fiscal 2014 to $1.72 per share from $1.64 per share in the prior year - its 58th consecutive year of increased dividends. The first quarter 2015 dividend was increased to $0.47 ($1.88 annual rate), an increase of 9%, based on strong cash generation in fiscal 2014.
The Compensation Committee made no significant changes to the compensation program and believes that our compensation program continues to provide a competitive pay-for-performance package that effectively incentivizes executives and retains them for the long term. The Committee also noted that stockholders expressed strong support for the Company’s executive compensation program at our 2014 Annual Meeting of Stockholders.
The Committee’s key executive compensation decisions for fiscal 2014 were as follows:
Mr. Farr’s annual cash bonus was down 10%, taking into account the impact of the Chloride impairment charge on reported earnings. Annual cash bonuses for the other named executive officers were up consistent with their individual performance and the contributions by each to the Company’s solid operational performance.
Under our normal three-year award cycle, eligible participants, including named executive officers, were granted stock options.
No performance share awards were made to the named executive officers.

18




During fiscal 2014, Mr. Dellaquila was granted restricted stock and was awarded participation in the Company’s pension restoration plan. At the beginning of fiscal 2015 (November 2014), Messrs. Farr and Steeves were granted restricted stock.
At the beginning of fiscal 2015 (November 2014), the Company's Board of Directors approved the Company's 2015 Incentive Shares Plan, subject to stockholder approval. Please see "IV. Proposal to Approve the 2015 Incentive Shares Plan."
The Committee believes that the three-year award cycles for performance shares and stock options discourage an “entitlement mentality” among participants in these programs. The Committee notes, however, that the overlapping of these two award cycles, coupled with the payout of performance shares in two installments (as illustrated in the chart on page 24), can result in significant yearly variations in the value of stock and option awards in the Summary Compensation Table, making meaningful year-over-year comparisons of total annual compensation more difficult. The moving three-year average compensation for our NEOs has been included in the Summary Compensation Table on page 31. Over the last five years this average compensation for our NEOs with at least seven years of service as NEOs has grown at an average annual rate of less than 3%, with Mr. Farr’s average annual increase at 1.3%.
Compensation Objectives and Elements
Emerson’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, such as consistent, sustained growth in earnings per share and cash flow. The fundamental principles underlying the program are:
Rewarding for superior performance rather than creating a sense of entitlement.
Maximizing stockholder value by allocating a significant percentage of compensation to performance based pay that is dependent on achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking.
Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to hold the stock they earn.
Attracting and retaining talented executives by providing competitive compensation opportunities.
Rewarding overall corporate results while recognizing individual contributions.

Our executive compensation program includes incentive plans that communicate to participants the Company’s critical business values, strategies and performance objectives, and are clear and simple to understand. This understanding focuses their efforts on the performance objectives that drive Emerson’s success and encourages them to make career commitments to the Company.
The program offers a balanced approach to compensation and consists of the primary components illustrated below. Taken together, we refer to these components as “total compensation.” Individual compensation packages and the mix of base salary, annual cash bonus opportunity and long-term stock compensation for each named executive officer vary depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The performance based portion of total compensation generally increases as an executive’s level of responsibilities increases. The chart below is not to scale for any particular named executive officer.


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The percentage ranges in the chart above are based on annualized total compensation values and do not necessarily correspond to, and are not a substitute for, the values disclosed in the Summary Compensation Table and supplemental tables. Annualized values for long-term stock compensation are based on the fair value at grant of awards, annualized over the three-year award cycle for performance shares and options, and over the vesting terms for restricted stock, based on data provided by our compensation consultant. We use these annualized values because competitive data is calculated in the same manner.
Competitive Market Pay Information and Philosophy
In determining total compensation levels and mix for our Chief Executive Officer (“CEO”) and our other named executive officers, the Compensation Committee reviews market trends in executive compensation and a competitive analysis prepared by Frederic W. Cook & Co. and reviewed by the Committee’s independent consultant. The analysis is derived from the most recent proxy data of the companies in the comparator group described below. The analysis compares the total compensation (cash and long-term stock compensation) of each of our named executive officers with the median range of total compensation for comparable positions at the comparator group companies. The Company’s compensation philosophy is to target total compensation in the median range of this competitive data, with actual pay delivered dependent on Company and individual performance. Equity awards are valued at grant and annualized over their award frequency. This approach is consistent with long-standing Company practices.
The Committee annually reviews the comparator group of 25 companies that it uses to assist it in making compensation decisions. As discussed in last year's proxy statement, in fiscal 2013 the Committee updated the group by replacing four companies. The Committee made no changes to the comparator group in fiscal 2014. As in prior years, the Committee selected comparator companies based upon one or more of the following criteria: (1) companies in the primary industry segments in which the Company operates; (2) companies with annual revenues greater than $5 billion; (3) companies with profiles similar to the Company’s based on business complexity, industries or markets served, innovation and technology, customers targeted, investor profiles and global strategy; and (4) companies with which we compete for executive talent. In the comparator group selection process, the Committee continued to utilize a special study and screening process prepared by

20




Frederic W. Cook & Co. that utilizes numeric screening criteria (industry classifications, size and scope, and financial metrics) of potential comparator group companies. Then the qualitative criteria described above were applied to determine the appropriate comparator companies.
The comparator group companies are as follows:
Caterpillar
  
DuPont
  
Goodyear Tire
  
Lockheed Martin
  
Schlumberger
Cisco Systems
  
Eaton
  
Honeywell
  
Northrop Grumman
  
TE Connectivity
Cummins
  
Fluor
  
Illinois Tool Works
  
Parker Hannifin
  
Union Pacific
Danaher
  
General Dynamics
  
International Paper
  
PPG
  
United Technologies
Deere
  
General Electric
  
Johnson Controls
  
Raytheon
  
3M
In fiscal 2014, Frederic W. Cook & Co. provided analysis of competitive pay (cash and long-term stock compensation) at the median for the proxy reported officer positions of the companies in the Company’s comparator group. The Committee’s compensation consultant, Exequity, reviewed the comparator group and the results of the competitive pay analysis provided by Frederic W. Cook and concurred with Frederic W. Cook’s assessment that the comparator group was appropriate and that, on average, the named executive officers’ compensation is consistent with competitive market practice.
The Committee considers this comparator group competitive pay analysis as a frame of reference in making its pay decisions. The pay decisions are not formulaic and the Committee exercises judgment in making them. This analysis is not used to establish performance goals in the Company’s compensation programs.
Setting Total Compensation
Each year, management meets with business unit and corporate executives to evaluate the individual performance and leadership potential of our key executives. Our CEO uses these performance and leadership evaluations to develop the individual pay recommendations made to the Committee for senior executives, including the named executive officers (other than himself). The Committee reviews the CEO’s performance evaluations and pay recommendations for the named executive officers and sets their compensation. The Committee separately meets in executive session without the CEO present to review the CEO’s performance and set his compensation.
The Committee does not set specific financial targets related to cash compensation. The Committee does set performance objectives used to establish maximum bonus amounts for compliance with Section 162(m) of the Internal Revenue Code (see “Regulatory Considerations” at page 29 below).
CEO Compensation. In setting the CEO’s compensation, the Committee first considered the Company’s financial results (including the fiscal 2014 results summarized on page 18). When comparing current and prior year results, the Committee looks at the Company’s financial performance in totality, without mechanically weighting individual factors. The Committee noted the Company’s record performance in gross profit margin and operating cash flow, increased earnings, solid underlying sales performance, overcoming the impact of significant business divestitures, and the 58th consecutive year of increased dividends to stockholders, all in the face of the continuing low single digit macroeconomic growth. The Committee considered Mr. Farr's role in the strategic repositioning of the Company and in succession planning for current and future leaders. The Committee also took into account the financial impact of the Chloride impairment charge.
In addition to leading the Company to strong financial performance and solid results in a stalled economic environment, the CEO’s day-to-day performance and leadership in other important areas also was evaluated by the Committee. In setting the CEO’s compensation, the Committee noted that in his 14th year as CEO, Mr. Farr continued to provide exceptional leadership -- creating and inspiring the management team to new ways of thinking, learning and working together, driving results that benefit customers and shareholders and enhance long-term growth. For example, Mr. Farr:
Led Emerson, its businesses, management teams and employees to win significant global projects, strengthen customer relationships and foster innovation in Emerson technologies, solutions and systems.
Directed strategic acquisitions and divestitures to better balance and strengthen Emerson’s mix of businesses for continued industry leadership and to provide shareholder value.
Reshaped and revitalized the planning process and corporate culture as an enterprise-wide challenge to all employees through Perfect Execution and other management, leadership and learning initiatives to better understand customer needs and drive sales growth.
Continued to push forward global recruiting, diversity and leadership training initiatives to attract and retain top talent and prepare the next generation of Emerson’s global business leaders.
Set in place a variety of marketing and communication initiatives to enhance Emerson’s reputation with customers, partners, employees and investors.


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The Committee uses the competitive pay analysis for the comparator group (detailed on pages 20-21) to compare Mr. Farr’s total compensation to the median range for total compensation of CEOs in the comparator group. The Committee also reviews the relative internal compensation relationships between the CEO and the other named executive officers, as compared to the pay relationships in the Frederic W. Cook & Co. survey data. While the Committee monitors these pay relationships, it does not target any specific pay ratios.
The Committee receives and reviews a summary for the CEO showing all elements of his compensation, including base salary, annual cash bonus, long-term stock compensation, retirement and other benefits and perquisites. The summary shows compensation that may be paid upon voluntary or involuntary termination of employment, retirement, death or disability, or upon a change of control. This CEO compensation summary, along with competitive market and other data, is also annually reviewed and discussed by the non-management Directors in executive session. The Committee also reviewed its compensation consultant’s realizable pay analysis which compared the CEO's compensation to total shareholder return over the last three years (2012-2014) and showed that pay and performance were aligned relative to our comparator group companies.
Mr. Farr does not have an employment, severance or golden parachute agreement with the Company.
The Committee reviewed alternatives for delivering the appropriate level of total compensation for Mr. Farr based on the Company’s and his performance, as described above. These alternatives took into account current cash compensation and the value of long-term awards allocable to the current year, based on annualization of the fair value at grant over the three-year award cycle or vesting period of the awards.
Other Named Executive Officer Compensation. In setting compensation for the other named executive officers, the Committee follows a similar process. The Committee first considered the financial performance of the Company, including fiscal 2014 results. For each NEO, the Committee reviewed the median compensation range for comparable positions at the companies in the comparator group as a frame of reference in exercising its judgment regarding pay decisions. The Committee then reviewed the CEO’s evaluations of the individual performance of each named executive officer, which in each case he determined to be outstanding. The Committee also took into account its own evaluations of the named executive officers based on their frequent interactions with, and presentations to, the members of the Board of Directors. The Committee considered the following accomplishments with respect to the named executive officers other than Mr. Farr:
Mr. Monser led the Company’s improved operating performance in achieving record levels of operating profit, allowing for acceleration of growth investments; achieved significant acceleration of the Company’s global supply chain resulting in strong operating cash flow; drove implementation of Perfect Execution to achieve significant increases in customer satisfaction through reduced lead times and improved delivery performance; and improved performance with domestic Chinese customers leading to strong growth in China.
Mr. Dellaquila maintained operational focus on capital management to improve cash flow performance, with particular attention on accounts receivable management; achieved 100% funding for the Company’s U.S. and U.K. pension plans; implemented numerous legal entity reorganizations across the globe to achieve operating and financial efficiencies; increased the amount and extended the term of the Company's revolving credit facility, at reduced cost; and led an internal task force to streamline financial reporting and was a key participant in improving the process used to develop the annual financial plan.
Mr. Peters executed Emerson’s Digital Customer Experience program, blending business to business marketing initiatives with information technology platform development; piloted a big data applications portfolio across a range of customer and supply functions as well as enriched business models; and revamped the business strategy for the Commercial and Residential Solutions business unit to reflect the growing influence of digital interactions with customers.
Mr. Steeves reduced the Company’s legal exposure from the expanding regulatory environment; managed successful outcomes in significant court proceedings; reorganized legal support for the Company’s mergers and acquisition function; provided legal support for the E-commerce business model, with systems in place to protect business unit efforts and reduce legal risks; established internal social media training and compliance programs, addressing marketing, legal and IT security; and automated the supply chain contracting system into a unified system, improving accuracy in contracts at reduced cost.

None of the named executive officers has an employment, severance or golden parachute agreement with the Company.
For all the named executive officers, the Committee made its annual pay decisions for each of the compensation components as outlined below.



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Annual Cash Compensation
The Committee targets total annual cash compensation in the median range of market total cash compensation, while placing more emphasis on performance based annual cash bonus than on base salary.
Base salary: For all the named executive officers, the Committee awards base salary increases (if any) after reviewing the Company’s performance, individual performance, and competitive market compensation. The Committee determined that the base salary increases for fiscal 2014 and fiscal 2015 set forth below were in recognition of the Company’s performance (described on page 18) and the individual responsibilities, performance and potential of each named executive officer described above. The Committee also considered survey data that indicated that the predicted merit increase, without promotions, averaged approximately 3%, which was consistent with the Committee’s determination.
 
Name
FY 2013
(Rate)
FY2014
(Rate)
2013-2014
Percentage
Increase
FY2015
(Rate)
2014-2015
Percentage
Increase
D. N. Farr
$
1,300,000

$
1,300,000

%
$
1,300,000

%
E. L. Monser
$
675,000

$
700,000

3.7
%
$
720,000

2.9
%
F. J. Dellaquila
$
575,000

$
600,000

4.3
%
$
620,000

3.3
%
C. A. Peters
$
610,000

$
635,000

4.1
%
$
655,000

3.1
%
F. L. Steeves
$
635,000

$
655,000

3.1
%
$
675,000

3.1
%

Annual bonus: The determination of individual bonus amounts for the named executive officers is discretionary, subject to the Section 162(m) limitation established by the Committee (see “Regulatory Considerations” on page 29), but is based on the Company’s financial operating performance (see page 18) and the individual performance factors (see pages 21 to 22) referred to above. The Committee did not assign individual weightings to any of these factors, but rather used them collectively to determine the bonus amounts for fiscal 2014.
Name
FY2013
2012-2013
Percentage
Change
FY2014
2013-2014
Percentage
Change
D. N. Farr
$
2,000,000

5.3
%
$
1,800,000

(10.0
)%
E. L. Monser
$
900,000

5.9
%
$
990,000

10.0
 %
F. J. Dellaquila
$
850,000

6.3
%
$
950,000

11.8
 %
C. A. Peters
$
840,000

5.0
%
$
925,000

10.1
 %
F. L. Steeves
$
730,000

4.3
%
$
805,000

10.3
 %

Long-Term Stock Compensation
The Committee may make long-term stock compensation awards to the Company’s executives, including the named executive officers. Executives participate in these programs based on their: (1) ability to make a significant contribution to the Company’s financial results, (2) level of responsibility, (3) performance and (4) leadership potential. No executive is entitled to participate automatically based on title, position or salary level. We require participants to accept confidentiality, non-competition and non-solicitation obligations. In general, we target long-term stock compensation in the median range of market long-term compensation, with more emphasis on performance based equity compensation.
Our long-term stock compensation consists of three programs: performance shares, stock options and restricted stock. In addition to providing market compensation, these programs allow us to recognize individuals who most directly drive our performance, to promote outstanding Company and individual performance, and to align the interests of Company executives with the interests of our stockholders. We allocate the largest portion to performance shares, which are the primary incentive for delivery of superior longer-term financial performance, with a small portion allocated to stock options and the remainder through the selective use of restricted stock. We make awards of stock options and performance shares periodically, generally every three years, instead of annually, and restricted stock awards have no set award cycle, as illustrated below.

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For purposes of its analysis, the Committee considers values of these awards based on the fair value at grant annualized over the three-year award cycle for performance shares and options and over the vesting terms for restricted stock, because the values are consistent with competitive data considered by the Committee. These estimates do not necessarily correspond to and are not a substitute for, the values described for the awards in the Summary Compensation Table or in the tables that follow it.
Performance Shares Program. Our performance shares program is the primary element of long-term stock compensation for our named executive officers. This plan is the linchpin of the Company's pay-for-performance philosophy and is used to align the interests of participants and stockholders, and for retention and succession purposes. Long-term performance is not consistently achieved by a few dramatic accomplishments, but by rigorous, focused and dedicated effort to execute the business plan throughout every phase of the performance period. For 37 years, the program has reinforced the Company's long-term financial objective, enhancing stockholder value. Awards of performance shares are made to those individuals who can most directly influence our long-term success. The long-term stock compensation opportunities for our senior executives are heavily weighted towards performance shares, which on an annualized basis generally represent approximately 45-55% of total compensation and 65-75% of long-term stock compensation.
Unlike many companies, Emerson awards performance shares only every three years rather than annually, and the payout is based on a four-year performance period. As a result, certain years involve an “overlap” in which two sets of awards are in effect as illustrated below. For example, fiscal 2013 was an “overlap” year, both the final year of the 2010 program, which ended on September 30, 2013, and the first year of the 2013 program, which began on October 1, 2012, as illustrated below.
Payout is made after the end of the performance period. The Committee may establish additional vesting conditions for retention purposes. For the 2010 and 2013 programs, the Committee specified that 60% of any earned units would be paid at the end of the performance period, and the remaining 40% would be paid one year later subject to continued service, as shown above. The payout is made primarily in common stock, with a portion paid in cash to cover tax obligations of participants.

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Cash dividend equivalents are paid on 40% of the award during the performance period, and on 40% of the earned award during the holdback period. The Committee believes that the payment of dividend equivalents on performance shares reinforces and furthers our pay-for-performance philosophy by incentivizing our executives to deliver superior financial results in every quarter of the performance period. These quarterly payments serve as periodic communications to participants that they are highly valued, and that their efforts continually impact the achievement of the long term performance objectives, which benefits stockholders through share price appreciation and increasing dividends. Dividend equivalents provide immediate feedback to participants regarding their efforts to achieve the long term performance objectives. These payments therefore align participants with stockholder interests. As a result, the Committee strongly believes that payment of dividend equivalents helps foster this effort more meaningfully than other forms of compensation that might be used.
However, the Committee is also sensitive to concerns expressed by our stockholders regarding the payment of dividend equivalents on unearned performance shares. As a result, we have added a specific clawback provision to the 2015 Incentive Shares Plan requiring clawback of dividend equivalents. If the Committee determines that all or a portion of an award of performance shares are ultimately not earned, then any dividend equivalents paid on shares in excess of the total shares earned will be subject to clawback. Dividend equivalents have historically been paid on no more than 40% of each performance shares award and we have never paid dividend equivalents on performance shares in excess of the total shares that were ultimately earned under an award.
The Committee has authority to determine the targets for each program from the various measures set forth in the Company's Incentive Shares Plan. These measures currently include sales, earnings, earnings per share, net earnings, pre-tax earnings, earnings before interest and taxes, return on equity, return on total capital and asset management (which includes cash flow). Pursuant to the terms of the shareholder approved plan, the Committee may include or exclude from both targets and actual results specified items of an unusual, non-recurring or extraordinary nature. Additional measures are being added for the 2015 Incentive Shares Plan. Please see "IV. Proposal to Approve the 2015 Incentive Shares Plan."
2013 Performance Shares Program
The 2013 performance shares program began in fiscal 2013 and the Committee awarded performance share units as described in last year’s proxy statement. As reported in last year's proxy statement, for the 2013 program, the Committee retained the earnings per share performance measure and added a new free cash flow (operating cash flow less capital expenditures) performance measure. This new measure emphasizes the importance of free cash flow to the Company's ability to return value to shareholders through dividends, which have increased for 58 consecutive years, and share repurchase. For both measures, the Committee determined to use an international benchmark — nominal G7 gross domestic product (G7 GDP) — as the basis for evaluating performance. This international benchmark reflects the Company's global reach and focus.
Payout of the awarded performance share units is weighted 60% to the earnings per share target and 40% to the free cash flow target. Participants can earn up to 125% of the earnings per share component and 100% of the free cash flow component. As a result, participants can earn up to a maximum of 115% of the awarded performance share units, regardless of the extent to which actual Company performance exceeds the targets. The payout is made primarily in common stock, with a portion paid in cash to cover tax obligations of participants.
Achievement of the earnings per share target is determined by measuring the Company's actual 2016 earnings per share as a percentage of the target, not to exceed 125%. The target is fiscal 2012 earnings per share, after adding back the impact of the 2012 noncash goodwill charge, multiplied by the compound average annual growth rate in G7 GDP plus three percentage points over the four-year performance period. Adding back the impact of the charge results in a higher EPS target for the 2013 program. We target growth in earnings per share which exceeds the growth in the economy because we believe this focus on above-market growth over the long-term performance period drives participants in the program to produce superior financial returns for our stockholders.
Achievement of the free cash flow target is determined by measuring the Company's cumulative total free cash flow over the performance period as a percentage of the target, not to exceed 100%. The target is the sum of the free cash flow target amounts for each year of the performance period. The free cash flow target for each year is determined by multiplying that year's annual growth rate in G7 GDP plus three percentage points by the prior year target amount, beginning with the Company's actual fiscal 2012 free cash flow.
No performance share awards were made to the named executive officers in fiscal 2014. Outstanding performance share units are set forth in the Outstanding Equity Awards at Fiscal Year-End table on page 34.





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2010 Performance Shares Program
As described in last year’s proxy statement, at the completion of fiscal 2013, the four-year performance period for the 2010 performance shares program ended, and the Committee determined that a 93% payout was earned. Sixty percent of the earned 2010 plan award was paid at the end of fiscal 2013 and the remaining 40% was subject to an additional one year service requirement, which was met at the end of fiscal 2014. The payout of the remaining 40% of the earned 2010 performance share awards to named executive officers is set forth in the Option Exercises and Stock Vested table on page 36.
Stock Options Program. Our stock option awards provide long-term focus and are the primary form of long-term stock compensation for a broader group of key employees. Our stock option awards are issued at no less than fair market value on the date of the award and generally vest over a period of three years. We do not pay dividend equivalents on stock options and do not “reprice” awards. As part of our triennial award cycle, in early fiscal 2014, the Committee awarded stock options as follows: D. N. Farr-200,000; E. L. Monser-120,000; F. J. Dellaquila-100,000; C. A. Peters-100,000; and F. L. Steeves-100,000. The Committee determined that these amounts are consistent with targeting 5-15% of total compensation in the form of stock options.
Restricted Stock Program. Our restricted stock program is designed to retain key executives and future leaders of the Company and participation in the program is highly selective. The Committee views this program as an important management succession planning and retention tool. The objective is to lock in top executives and their potential replacements identified through the succession planning process. Restricted stock, along with stock options, supplement performance shares to achieve the target of long-term compensation in the median range of market compensation, and in some cases may provide compensation above the median range. Restricted stock generally represents 5-20% of the named executive officers’ total compensation. Restricted stock provides participants with dividends and voting rights beginning on the award date. There is no set frequency of restricted stock awards, and they are granted with long-term cliff vesting periods of up to ten years and no less than three years.
As reported in last year’s proxy statement, in early fiscal 2014 (October 2013), the Committee awarded F. J. Dellaquila 10,000 shares of restricted stock in recognition of his individual contributions to the Company. In early fiscal 2015 (November 2014), the Committee awarded restricted stock as follows: D. N. Farr-160,000 and F. L. Steeves-10,000. Succession planning and retention continue to be key considerations of the Committee in its review of the total compensation of the named executive officers. The Committee believes these awards help meet the Company’s retention and succession planning needs. In making these awards, the Committee took into account the continued financial success of the Company under these key leaders, their valuable and seasoned experience and the challenges the Company faces in its efforts to continue its financial success in the future.
Total Compensation
In the Committee’s judgment, Mr. Farr’s total compensation reflects the Company’s performance under his leadership as well as his individual performance, and his total compensation is in the median range of competitive market pay. The combination of the performance share awards, stock option awards and annual cash bonus represents performance based compensation of approximately 73% of Mr. Farr’s total compensation. For the other named executive officers, the combination of the performance shares, stock option awards and annual cash bonus awarded by the Committee represents performance based compensation for the named executive officers of approximately 70-80% of their total compensation. These performance based incentives, and the way we allocate them, reward the named executive officers for the achievement of outstanding long-term Company performance, which builds stockholder value.
The table below illustrates how total compensation for our named executive officers for fiscal 2014 is allocated between performance based and fixed components, how performance based compensation is allocated between annual and long-term components, and how total compensation is allocated between cash and equity components. These percentages are based on annualized total compensation values and do not necessarily correspond to, and are not a substitute for, the values disclosed in the Summary Compensation Table and supplemental tables.


26




 Fiscal 2014 Total Compensation Mix* 
  
Percentage of Total
Compensation that is:
Percentage of
Performance Based
Total that is:
Percent of Total
Compensation that is:
Name
Performance
Based
Fixed
Annual
Long-
Term
Cash
Equity
D. N. Farr
73%
27%
18%
82%
23%
77%
E. L. Monser
81%
19%
24%
76%
33%
67%
F. J. Dellaquila
79%
21%
28%
72%
36%
64%
C. A. Peters
77%
23%
28%
72%
36%
64%
F. L. Steeves
79%
21%
27%
73%
38%
62%
___________
*
The percentage ranges in the table above are based on amounts for annualized base salary, annual bonus and long-term compensation (performance shares, stock options and restricted stock). Other forms of compensation that are shown in the Summary Compensation Table were not included. Annualized values for long-term stock compensation as determined by our compensation consultant are based on the fair value at grant of awards annualized over the triennial award cycle for performance shares and stock options and over the vesting terms for restricted stock. The competitive data we use is calculated in the same manner. For purposes of this table, (i) annual bonus, performance shares and stock options are performance based compensation, (ii) performance shares and stock options are long-term, performance based compensation, (iii) base salary and annual bonus are the only forms of cash compensation, and (iv) performance shares, stock options and restricted stock are equity compensation.
Summary Compensation Table Analysis
Stock Awards and Option Awards columns, and therefore the Total column, in the Summary Compensation Table will fluctuate from year to year. The Stock Awards column for 2013 reflects the full grant date fair value of triennial awards made in fiscal 2013 under the 2013 performance shares program and which cover the four-year performance period beginning October 1, 2012 and ending on September 30, 2016. Performance share awards were not made in fiscal 2012 or fiscal 2014. SEC rules require that the entire grant date fair value be included in the table in the year of grant even though payout of these awards is contingent upon the Company’s financial performance over a four-year performance period and a portion is also contingent upon completing an additional year of service. Those amounts do not correspond to the actual value that will be realized by the named executive officers. In addition, the Option Awards column for 2014 reflects the full grant date value of triennial options awards made in fiscal 2014; no such awards were made in fiscal 2012 or fiscal 2013. The supplemental tables reflect the payout of the 40% portion of the earned awards subject to an additional year of service under the 2010 performance shares program.
The amounts shown in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table in part reflect the year to year change in the discount rate applicable to pension liabilities. The Compensation Committee has no control over these rates and no changes were made in the method of calculating benefits under the plans. Mr. Dellaquila’s increase was largely attributable to his award of participation in the Company's pension restoration plan. See footnote (4) to the Summary Compensation Table on page 31 for additional detail.
Total compensation in the Summary Compensation table for 2014 is lower than for 2013 primarily as a result of the 2013 performance share awards as discussed above. The three-year average column reflects the average of reported compensation for our named executive officers over our triennial award cycle and is a more meaningful comparison. Over the last five years, the average compensation for our NEOs with at least seven years of service as NEOs has grown by an average annual rate of less than 3%.
Alignment with Stockholder Interests
We believe our balanced executive compensation program, coupled with our stock ownership guidelines and “clawback” policy, aligns the interests of our executives with stockholders by encouraging long-term superior performance, without encouraging excessive or unnecessary risk taking.
Our long-standing compensation philosophy is a key component of our history of sustainable growth, which demonstrates an alignment of the interests of participants and stockholders and rewards each with increased value over the long term. As shown in the Fiscal 2014 Total Compensation Mix table above, our compensation for our senior management is primarily based on performance over a long-term period. Under the performance shares program, earnings per share and free cash flow performance over the four-year performance period is required to earn compensation, which drives long-term decision making, discourages adverse risk taking that may occur due to year-over-year performance measurements, and rewards for growth over the long term. Our restricted stock and option awards have long vesting terms that reward participants for increased value over the vesting terms. Annual cash amounts are limited and subject to Committee discretion, which discourages short-term risk taking.

27




The significant stock ownership of our named executive officers reflects their commitment to the Company for the long term. Our executive stock ownership guidelines provide that our Chief Executive Officer should generally hold Emerson stock, including share equivalents and shares in retirement accounts and restricted stock, equal to at least five times base salary. For our Chief Financial Officer the amount is three times, and for other named executive officers the amount is one time. Named executive officers generally have five years from the date of becoming named executive officers to meet the guidelines. The Committee has discretion to adjust the guidelines for executives who are age 60 or over. The Compensation Committee monitors the stock ownership of the named executive officers, which substantially exceeds the guidelines. Based on beneficial ownership of Emerson stock, as shown on page 6, and the closing stock price at fiscal year end, the named executive officers’ holdings of Emerson stock are valued at multiples of more than 30 times their respective base salaries. While we do not have a specific policy regarding a holding period for equity awards, our stock trading policy requires elected Company officers to obtain written permission from the Chief Executive Officer and one other senior executive before engaging in transactions in Emerson stock. This has resulted in significant long-term stock ownership by our executives.
Our clawback and anti-hedging policies further align the interests of our executives with stockholders. Under our clawback policy, our Board may in certain cases reduce or cancel, or require recovery of, any executive officer’s annual bonus or long-term incentive compensation award, or portions thereof, if the Board determines that such award should be adjusted because that executive officer has engaged in intentional misconduct that has led to a material restatement of the Company’s financial statements. Under our anti-hedging policy, our executives (as well as our Directors) are prohibited from engaging in the following transactions (which could hedge or offset decreases in the market value of our common stock): short selling, put or call options, forward sale or purchase contracts, equity swaps and exchange funds.
In 2013, the Company adopted a policy prohibiting future pledging of Company shares as collateral for a loan by any Company Directors or elected officers. All Directors and executive officers are in compliance with the policy. Any pledges by Directors or executive officers in existence at the time of adoption of the policy have been eliminated. Any other officers have until August 15, 2015 to eliminate pledges that were in existence at the time of adoption of the policy. The policy may be waived for Company officers who are not executive officers.

Severance, Executive Termination and Retirement
Emerson does not have employment agreements, severance agreements, or golden parachute agreements with the named executive officers. The terms of all executive terminations and retirements are determined individually based on specific facts and circumstances at the time of such events, and not on formulaic rules, and are approved by the Committee. In general, we follow these principles:
We do not pay lump sum, non-forfeitable cash severance payments.
Departing executives sign extended non-competition, non-solicitation and confidentiality agreements, or reaffirm existing agreements on these matters.
As permitted under stockholder-approved plans, departing plan participants, including named executive officers, may have additional time to exercise stock options. However, the additional time cannot exceed the time permitted in the original grants.
The Committee may also allow continuation (without accelerated vesting) of previously granted long-term performance shares or restricted stock awards, which would be paid if and when the Company achieves specified performance targets or time vesting requirements are met.
Executives forfeit these awards if they breach their non-competition, non-solicitation or confidentiality agreements.
In 2006, the Committee adopted an Executive Officer Severance Policy, reflecting these principles. In addition to the foregoing principles, the Executive Officer Severance Policy provides that the Company shall not implement individual severance or change of control agreements providing certain benefits (as described in the Policy) to any of the named executive officers in excess of 2.99 times the sum of the officer’s then current base salary and most recently earned cash bonus without stockholder ratification. The Executive Officer Severance Policy can be found on the Company’s website at www.Emerson.com, Investor Relations, Corporate Governance.
Change of Control
Emerson has no employment agreements, severance agreements or golden parachute agreements with the named executive officers. If a change of control occurs, we protect all employees who participate in long-term stock plans, the Savings Investment Restoration Plan and the Pension Restoration Plan as described under “Potential Payments Upon Termination or Change of Control” at page 38 below. To provide this protection, we generally accelerate vesting of stock awards and pay accrued benefits under the Savings Investment Restoration Plan and the Emerson Pension Restoration Plan. We do not credit additional years of service under any plans, or continue medical or other benefits. We do not make additional cash payments

28




related to stock compensation plans, although stock awards, other than stock options, vest upon a change of control. We do not increase payouts to cover payment of taxes and do not provide tax gross-ups.
As previously disclosed, our Board and stockholders approved our 2011 Stock Option Plan in 2011, which added a “double trigger” for vesting following a change of control. Our Board has approved, and is submitting to stockholders for approval in this proxy statement, our 2015 Incentive Shares Plan which adds a "double" trigger provision for vesting following a change of control.
Security and Perquisites
We provide security services to help ensure the safety of all employees while they are on Company business. Due to increased security risks that are inherent in senior executive positions, we provide the NEOs with residential security monitoring and personal security as needed. The Company’s security policy and the Board of Directors require that the Chairman and Chief Executive Officer use the Company aircraft for all business and personal travel. We believe that this practice promotes business efficiency and safety. The Company also provides limited personal use of Company aircraft outside of the security program requirements to the NEOs. All NEOs reimburse the Company at first class rates for personal use. The Company also provides leased cars, which are an important recruiting and retention tool; club memberships, which allow our executives to conduct business in a more informal environment; and financial planning, which allow our executives to focus more on business responsibilities. These are long-standing perquisites which assist in retaining and attracting executives and which we believe are similar to those often provided to executives at other similarly-sized companies. Named executive officers and other employees may receive Company tickets for sporting or other events. The Committee reviews these perquisites annually. Total perquisite costs and related information appear in the Summary Compensation Table at page 31 below. The Company does not provide any reimbursement for taxes on perquisites provided to its named executive officers.
Other Benefits
The named executive officers are eligible for medical, life and disability insurance, and other Company-provided benefits that are generally available to all other employees, including the Company’s charitable matching gifts program. Retirement plans for U.S. employees may be qualified defined-benefit pension plans, 401(k) plans and/or profit-sharing plans as determined by each business unit’s competitive market. The Company continues to maintain a defined-benefit pension plan for a majority of U.S. employees. The following benefits are available to the named executive officers:
A qualified 401(k) savings plan and a nonqualified savings plan which allows participating executives to defer up to 20 percent of their cash compensation and continue to receive the Company match after they reach the Internal Revenue Service (“IRS”) qualified plan limits.
A qualified defined-benefit pension plan and a nonqualified defined-benefit pension plan (the “Pension Restoration Plan”) which provides benefits based on the qualified plan without regard to IRS limits, but does not provide additional credited years of service. Participation in the Pension Restoration Plan is by award and based on the executive’s individual contributions and long-term service to the Company. In recognition of his outstanding contributions over his long career with the Company, Mr. Dellaquila was awarded participation in the Pension Restoration Plan in fiscal 2014.
Term life insurance coverage.
A voluntary annual physical paid for by the Company.
Regulatory Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s other named executive officers, other than the Chief Financial Officer, who are employed as of the end of the fiscal year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by stockholders). The Company’s incentive compensation plans are designed to qualify under Internal Revenue Code Section 162(m) to ensure tax deductibility. However, restricted stock awards do not qualify under Section 162(m) and the Committee retains the flexibility to design and administer compensation programs that are in the best interests of Emerson and its stockholders.
Annual bonuses for our named executive officers are discretionary, subject to maximum bonus amounts based on the achievement of the Section 162(m) performance objectives established by the Committee annually. These objectives are selected by the Committee from among the performance objectives in the annual incentive plan but are not communicated to participants as individual performance targets. For fiscal 2014, the performance objective was earnings per share. Based on fiscal 2014 performance, the maximum amount of bonus that could be paid to each covered named executive officer was as follows: D. N. Farr-$3.8 million; E. L. Monser-$1.9 million; C.A. Peters-$1.4 million and F.L. Steeves-$1.4 million. The

29




Committee may exercise “negative discretion” to reduce the award based on an assessment of Company and individual performance. We have also adopted amendments to our compensation plans to comply with the requirements of Internal Revenue Code Section 409A, which requires that nonqualified deferred compensation arrangements must meet specific requirements.
In accordance with FASB ASC Topic 718, for financial statement purposes, we expense all equity-based awards over the period earned based upon their estimated grant date fair value, or subsequently, depending on the terms of the award. FASB ASC Topic 718 has not resulted in any significant changes in our compensation program design.
Equity Compensation Grant Practices
The Committee approves all grants of equity compensation, including performance shares, stock options and restricted stock, to executive officers of the Company, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Committee annually at its October and November meetings. Generally, the Company’s awards of performance shares, stock options and restricted stock are made at those meetings, but may be made at other meetings of the Committee. The Committee meeting date, or the next business day if the meeting falls on a non-business day, is the grant date for stock option, performance share and restricted stock awards. The Company may also make awards of stock options in connection with acquisitions or promotions, or for retention purposes. Under the Company’s stock option plans, the Committee may delegate to the Company’s CEO the authority to grant stock options to any employees of the Company other than executive officers of the Company as that term is defined in Section 16 of the Exchange Act. The Committee has exercised this authority and delegated to the CEO the ability to make stock option grants (1) to employees other than corporate officers and business unit Presidents, subject to the Committee’s prior approval of the aggregate number of options awarded, and (2) in connection with retention, promotion and acquisitions, which he uses on an infrequent basis. This delegation of authority does not extend to executive officers or other officers who are subject to the Company’s trading blackout policy.

Compensation Committee Report
The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in a manner that serves the interests of the Company and its stockholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation Committee” at page 10 above.
Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the named executive officers. See “Compensation Discussion and Analysis” beginning on page 18 above. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal 2014 (included in this proxy statement) with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s proxy statement for the fiscal year ended September 30, 2014, for filing with the Securities and Exchange Commission.
 
Compensation Committee
R. L. Stephenson, Chair
C. A. H. Boersig
W. R. Johnson
M. S. Levatich
J. W. Prueher



30




Summary Compensation Table
The following information relates to compensation received or earned by our Chief Executive Officer, our Chief Financial Officer and each of our other three most highly compensated executive officers for the last fiscal year (the “named executive officers”).
Name and Principal  Position
Fiscal
Year
Salary ($)
Bonus ($)(1)
Stock Awards
($)(2)
Option
Awards
($)(3)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
All Other
Compensation
($)(5)
Total ($)
Three Year
Average
($)(6)
D. N. Farr
2014
1,300,000

1,800,000


2,966,000

2,985,000

458,258

9,509,258

15,062,777

Chairman of the Board and
2013
1,300,000

2,000,000

21,556,450



462,502

25,318,952

16,155,225

Chief Executive Officer(7)
2012
1,250,000

1,900,000

3,314,000


3,398,000

498,122

10,360,122

15,984,229

 
 
 
 
 
 
 
 
 
 
E. L. Monser
2014
700,000

990,000


1,779,600

698,000

193,264

4,360,864

5,604,923

President and Chief
2013
675,000

900,000

7,714,940


214,000

215,880

9,719,820

5,345,325

Operating Officer
2012
657,000

850,000

207,125


700,000

319,960

2,734,085

4,814,363

 
 
 
 
 
 
 
 
 
 
F. J. Dellaquila
2014
600,000

950,000

649,600

1,483,000

3,282,000

133,012

7,097,612

5,580,786

Executive Vice President and
2013
575,000

850,000

5,899,660



97,238

7,421,898

4,045,161

Chief Financial Officer(8)
2012
550,000

800,000

621,375


143,000

108,473

2,222,848

3,431,950

 
 
 
 
 
 
 
 
 
 
C. A. Peters
2014
635,000

925,000


1,483,000

1,094,000

199,272

4,336,272

5,208,301

Senior Executive Vice
2013
610,000

840,000

6,622,285



140,670

8,212,955

4,954,564

President(7)
2012
595,000

800,000

207,125


1,328,000

145,550

3,075,675

4,528,374

 
 
 
 
 
 
 
 
 
 
F. L. Steeves
2014
655,000

805,000


1,483,000

73,000

81,806

3,097,806

3,813,889

Executive Vice President,
2013
635,000

730,000

5,218,930


24,000

70,365

6,678,295

3,830,441

Secretary and General
2012
615,000

700,000

207,125


63,000

80,442

1,665,567

3,345,979

Counsel
 
 
 
 
 
 
 
 
 
 ___________________

(1)
Represent bonus amounts paid after the end of the fiscal year with respect to that fiscal year’s performance.

(2)
The amounts relate to awards of restricted stock in fiscal 2014, and restricted stock and performance shares, as applicable, in 2013 and 2012. See the Grants of Plan-Based Awards table at page 33 below for information on awards granted in fiscal 2014. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the named executive officers. For performance share awards granted in 2013, the grant date fair value included assumes that the target award is earned with the following values: Mr. Farr-$21,556,450; Mr. Monser-$7,714,940; Mr. Dellaquila-$5,899,660; Mr. Peters-$5,899,660; and Mr. Steeves-$5,218,930. If the maximum payout is earned, the number of performance shares paid out would be 115% of the awarded shares, which would have amounted to the following grant date fair values: Mr. Farr-$24,789,918; Mr. Monser-$8,872,181; Mr. Dellaquila-$6,784,609; Mr. Peters-$ 6,784,609; and Mr. Steeves-$6,001,770. See Note 14 to the Company’s fiscal 2014 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(3)
The amounts relate to awards made in the fiscal year and reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amount that will be realized upon exercise by the named executive officers. See Note 14 to the Company’s fiscal 2014 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(4)
For fiscal 2014 and 2012, and for Mr. Monser and Mr. Steeves for fiscal 2013, includes the aggregate change in the actuarial present value of the named executive officers' accumulated benefits under the Company’s defined benefit pension plans. For fiscal 2014 and 2012, amounts shown in part reflect higher values associated with a decrease in the applicable discount rate in that year. For fiscal 2014, the amount for Mr. Dellaquila reflects his award of participation in the Company's pension restoration plan. For fiscal 2013, the applicable discount rate used to value pension plan liabilities was increased, which negatively affected the actuarial present values, resulting in a decrease in value for

31




certain participants. Pursuant to applicable regulations, does not include the following negative amounts relating to the change in actuarial present value in 2013: Mr. Farr-($562,000); Mr. Dellaquila-($7,000); and Mr. Peters-($159,000). In none of the fiscal years were changes made in the method of calculating plan benefits or additional benefits awarded.

(5)
Includes the following amounts for 2014:
Name
Perquisites(a)
Savings Plan(b)
Life Insurance(c)
Charitable Match(d)
Total(e)
D. N. Farr
$
349,811

$
82,500

$
15,947

$
10,000

$
458,258

E. L. Monser
$
117,550

$
39,974

$
25,740

$
10,000

$
193,264

F. J. Dellaquila
$
71,402

$
36,224

$
15,386

$
10,000

$
133,012

C. A. Peters
$
136,567

$
36,849

$
15,856

$
10,000

$
199,272

F. L. Steeves
$
22,618

$
34,604

$
14,584

$
10,000

$
81,806


(a)
The perquisites provided are: tax and financial planning, leased Company car, club fees, annual physical, tickets for sporting or other events and costs related to personal security provided to each of the named executive officers under the Company’s security program. The Company’s security program and the Board of Directors require that the Chairman and Chief Executive Officer use Company aircraft for all business and personal air travel. For fiscal 2013 and 2014, Mr. Farr reimbursed the Company for personal air travel at first class rates. The Company also provides limited personal use of Company aircraft outside of the security program requirements to the named executive officers, who reimburse the Company at first class rates. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less any reimbursements. For Messrs. Farr, Monser and Peters, the incremental amounts of personal use of Company aircraft were $278,440, $60,187 and $93,596, respectively, which are included in the perquisites amounts above.

(b)
Contributions by the Company for the named executive officers to the Company’s savings plans.

(c)
Premiums paid by the Company on behalf of the named executive officers for term life insurance.

(d)
Matching contributions under the Company’s charitable matching gifts program which matches charitable gifts of up to $10,000 for all employees of the Company.

(e)
None of these amounts was grossed up for taxes.

(6)
This number is the arithmetic average of total compensation for the three years displayed in the table and prior year summary compensation tables.

(7)
Messrs. Farr and Peters do not receive any separate compensation for service as Directors.

(8)
Mr. Dellaquila was promoted to Executive Vice President effective October 1, 2012.




32




Grants of Plan-Based Awards
The following table provides information about equity awards granted to the named executive officers in fiscal 2014. There are no amounts in the table under “Estimated Future Payouts Under Equity Incentive Plan Awards” because there were no performance share awards granted to the named executive officers in fiscal 2014.
Name
Grant
Date
Estimated Future Payouts Under Equity
Incentive Plan Awards
All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)(1)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
Exercise
or Base
Price of
Option
Awards
($/Sh)(3)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
Threshold (#)
Target (#)
Maximum (#)
D. N. Farr
10/1/2013
N/A
N/A
N/A
 
200,000

65.07

2,966,000

E. L. Monser
10/1/2013
N/A
N/A
N/A
 
120,000

65.07

1,779,600

F. J. Dellaquila
10/1/2013
N/A
N/A
N/A
 
100,000

65.07

1,483,000

 
10/1/2013
N/A
N/A
N/A
10,000

 
 
649,600

C. A. Peters
10/1/2013
N/A
N/A
N/A
 
100,000

65.07

1,483,000

F. L. Steeves
10/1/2013
N/A
N/A
N/A
 
100,000

65.07

1,483,000

 ___________________

(1)
Includes restricted stock granted in fiscal 2014 under the 2006 Incentive Shares Plan which cliff vests over 8 years for Mr. Dellaquila from the date of grant. Please see “Restricted Stock Program” at page 26 above for additional information regarding restricted stock awards.

(2)
Grant of qualified and nonqualified stock options, vesting over 3 years, under our 2011 Stock Option Plan.

(3)
Under our 2011 Stock Option Plan, the exercise price is based on the closing price of the Company’s common stock on the date of grant.

(4)
Includes the grant date fair value of awards of restricted stock and stock options computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. These amounts do not correspond to the actual value that will be realized by the named executive officers. For restricted stock and stock options, the aggregate amount that the Company would expense in its yearly financial statements over the vesting period is equal to the grant date fair value reported above. See Note 14 to the Company’s fiscal 2014 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.


33




Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the holdings of stock options, performance shares and restricted stock by our named executive officers at the end of fiscal 2014. This table includes unexercised stock options, unvested restricted stock and performance shares with performance conditions or service requirements that had not yet been satisfied.
 
  
Option Awards
Stock Awards
Name
Date of
Award
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
Option
Exercise
Price ($)
Option
Expiration
Date
Date of
Award
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)(4)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(5)
Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)(4)
D. N. Farr
10/1/07
200,000

 
53.8350

10/1/2017
(3)
340,000(3)
21,277,200

 
 
 
10/4/10
250,000

 
53.3100

10/4/2020
10/1/12
 
 
475,000

29,725,500

 
10/1/13
 
200,000(2)
65.0700

10/1/2023
 
 
 
 
 
E. L. Monser
10/1/07
100,000

 
53.8350

10/1/2017
(3)
45,000(3)
2,816,100

 
 
 
2/19/09
80,000

 
30.0250

2/19/2019
 
 
 
 
 
 
10/4/10
130,000

 
53.3100

10/4/2020
10/1/12
 
 
170,000

10,638,600

 
10/1/13
 
120,000(2)
65.0700

10/1/2023
 
 
 
 
 
F. J. Dellaquila
10/1/07
15,000

 
53.8350

10/1/2017
(3)
55,000(3)
3,441,900

 
 
 
2/19/09
15,000

 
30.0250

2/19/2019
 
 
 
 
 
 
10/4/10
95,000

 
53.3100

10/4/2020
 
 
 
 
 
 
10/1/13
 
100,000(2)
65.0700

10/1/2023
10/1/12
 
 
130,000

8,135,400

 
 
 
 
 
 
 
 
 
 
 
C. A. Peters
10/1/07
100,000

 
53.8350

10/1/2017
(3)
80,000(3)
5,006,400

 
 
 
10/4/10
120,000

 
53.3100

10/4/2020
 
 
 
 
 
 
10/1/13
 
100,000(2)
65.0700

10/1/2023
10/1/12
 
 
130,000

8,135,400

 
 
 
 
 
 
 
 
 
 
 
F. L. Steeves
4/3/07
83,010

 
42.9100

4/3/2017
(3)
25,000(3)
1,564,500

 
 
 
10/4/10
108,125

 
53.3100

10/4/2020
 
 
 
 
 
 
10/1/13
 
100,000(2)
65.0700

10/1/2023
10/1/12
 
 
115,000

7,196,700

 
 
 
 
 
 
 
 
 
 
 
 ___________________

(1)
Consists of stock options granted under the Company’s stock option plans.

(2)
The options became exercisable in three equal annual installments beginning on October 1, 2014.


34




(3)
Consists of restricted stock for each of the named executive officers which vests as follows:
Name
Number of
Shares
Vesting Term
(in years)
Grant Date
Vesting Date
D. N. Farr
80,000
5
10/5/2009
10/5/2014
 
80,000
5
10/4/2010
10/4/2015
 
80,000
6
10/3/2011
10/3/2017
 
100,000
10
10/7/2008
10/7/2018
E. L. Monser
20,000
8
11/7/2006
11/7/2014
 
10,000
8
10/1/2007
10/1/2015
 
10,000
7
10/7/2008
10/7/2015
 
5,000
5
10/3/2011
10/3/2016
F. J. Dellaquila
15,000
5
10/3/2011
10/3/2016
 
10,000
10
10/7/2008
10/7/2018
 
20,000
10
10/5/2009
10/5/2019
 
10,000
8
10/1/2013
10/1/2021
C. A. Peters
40,000
10
10/4/2005
10/4/2015
 
5,000
5
10/3/2011
10/3/2016
 
20,000
10
10/7/2008
10/7/2018
 
15,000
8
10/1/2012
10/1/2020
F. L. Steeves
5,000
5
10/3/2011
10/3/2016
 
10,000
10
10/1/2007
10/1/2017
 
10,000
8
10/4/2010
10/4/2018

(4)
Based on the closing market price of the Company’s common stock of $62.58 on September 30, 2014.

(5)
Consists of performance share awards granted in fiscal 2013 under the 2013 performance shares program (under our 2006 Incentive Shares Plan), which are subject to the achievement of the financial target for the performance period ending September 30, 2016. The target number of shares that can be earned under these awards are shown in this column. Participants can earn up to 115% of the target, determined as described on page 25. Payout for a performance period is made as soon as practicable after the achievement of the performance target, provided that the Committee may establish additional vesting conditions for retention purposes. Earned performance shares are paid to participants in stock, with a portion paid in cash to cover tax obligations of participants. Under the 2013 performance shares program, 60% of any earned performance share units will be paid at the end of the four-year performance period, and the remaining 40% will be paid one year later, subject to continued service. See “Performance Shares Program” at page 24 above for additional information regarding the program and additional detail on performance shares, including how the shares are earned.

35




Option Exercises and Stock Vested
The following table provides information for fiscal 2014 for our named executive officers on (1) stock option exercises during fiscal 2014, including the number of shares acquired on exercise and (2) payout of the remaining 40% portion of the earned 2010 performance share awards, which was subject to the satisfaction of an additional one year service requirement, and, in each case, the values realized therefrom. 
  
Option Awards
Stock Awards
Name
Number of Shares
Acquired on
Exercise (#)
Value Realized
on Exercise
($)(1)
Number of Shares
Acquired
on Vesting
(#)(2)
Value Realized
on Vesting
($)(3)
D. N. Farr
171,287

5,758,131

167,400

10,506,024

E. L. Monser
100,000

3,108,250

65,100

4,085,676

F. J. Dellaquila


37,200

2,334,672

C. A. Peters


50,220

3,151,807

F. L. Steeves
8,865

204,962

40,920

2,568,139

 __________________________________
(1)
Values for stock options represent the difference between the exercise price of the options and the market price of the Company’s common stock at exercise, based on the average of the high and low market prices on the day of exercise.

(2)
Numbers reflect the payout of 40% of the earned amount of the performance shares granted under the 2010 performance shares program. The performance shares were subject to the achievement of the financial target for the four-year period ended September 30, 2013, and the percentage earned was 93%. The performance shares shown are the 40% of the earned 2010 performance share awards which were subject to an additional one year service requirement and were paid out at the end of fiscal 2014.

(3)
Values realized for performance shares earned reflect the market value based on the average of the high and low market prices ($62.76) on September 30, 2014.
Pension Benefits
Below is information on the pension benefits for the named executive officers under each of the following pension plans.
Emerson Retirement Plan
The Emerson Electric Co. Retirement Plan is a tax-qualified retirement program that covered approximately 72,000 participants as of September 30, 2014. As applicable to the named executive officers, the plan provides benefits based primarily on a formula that considers the highest consecutive five-year average of the executive’s annual cash earnings (final average earnings). Earnings for this plan include base salary plus bonus payments, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($255,000 for fiscal 2014).
The formula provides an annual benefit accrual for each year of service of 1.0% of final average earnings up to “covered compensation” and 1.5% of final average earnings in excess of “covered compensation,” limited to 35 years of service. When the employee has attained 35 years of service, the annual accrual is 1.0% of final average earnings. “Covered compensation” is based on the average of Social Security taxable wage bases, and varies per individual based on Social Security retirement age. A small portion of the accrued benefits payable from the Emerson Retirement Plan for Messrs. Farr and Peters includes benefits determined under different but lesser pension formulas for periods of prior service at various Company business units.
The accumulated benefit that an employee earns over his or her career with the Company is payable upon retirement on the basis of an annuity on a monthly basis for life with a guaranteed minimum term of five years. The normal retirement age is defined for this plan as 65. Employees are eligible to retire early under the plan once they have attained age 55 and 10 years of service. As of September 30, 2014, Messrs. Farr, Monser, Dellaquila and Peters have met the eligibility requirements for early retirement under the Plan. In the event the employee retires before normal retirement age, the accrued benefit is reduced for the number of years prior to age 65 that the benefit commences (4% for each of the first 5 years that retirement precedes age 65, and 5% for each additional year). Employees vest in their accrued benefit after 5 years of service. The Plan provides for spousal joint and survivor annuity options. No employee contributions are required.
Benefits under the Emerson Retirement Plan are subject to the limitations imposed under Section 415 of the Internal Revenue Code (which in fiscal 2014 is $210,000 per year for a single life annuity payable at an IRS-prescribed retirement age). This ceiling may be actuarially adjusted in accordance with IRS rules for items such as other forms of distribution and different annuity starting dates.

36




Emerson Pension Restoration Plan
The Emerson Electric Co. Pension Restoration Plan is a non-qualified plan that is an unfunded obligation of the Company. Benefits are payable from the Company’s general operating funds. Participation in, and benefits payable from, the Plan are by award, subject to the approval of the Compensation Committee. At age 65 or later termination of employment, the Plan will provide a benefit based on the same final average earnings formula as described above for the Emerson Retirement Plan, for all years of service at Emerson, and without regard to the IRS-prescribed limitations on benefits and compensation as described in the Emerson Retirement Plan. The benefit payable from the Pension Restoration Plan is reduced by the benefit received from the Emerson Retirement Plan. Benefits payable from the Pension Restoration Plan are generally payable in the same annuity form as the benefits paid from the Emerson Retirement Plan. In the event a named executive officer leaves the Company before normal retirement age, the benefit payable to the executive is determined in the discretion of the Committee. No pension benefits were paid to any of the named executive officers during fiscal 2014.
The amounts reported in the table below equal the present value of the accumulated benefit at September 30, 2014 for the named executive officers under each plan based upon the assumptions described in footnote (2).
Pension Benefits 
Name
Plan Name
Number
of Years Credited
Service
(#)(1)
Present
Value of Accumulated
Benefit
($)(2)
Payments
During Last
Fiscal Year
($)
D. N. Farr
Emerson Electric Co. Retirement Plan
 
Emerson Electric Co. Pension Restoration Plan        
34
 
34

$1,169,000 
$17,809,000
 

E. L. Monser
Emerson Electric Co. Retirement Plan
 
Emerson Electric Co. Pension Restoration Plan
13
 
13

$568,000
 
$3,010,000
 

F. J. Dellaquila
Emerson Electric Co. Retirement Plan
 
Emerson Electric Co. Pension Restoration Plan        
23 
 23

$742,000 
$3,143,000

C. A. Peters
Emerson Electric Co. Retirement Plan
 
Emerson Electric Co. Pension Restoration Plan
38
 
38

$1,131,000
 
$5,576,000
 

F. L. Steeves
Emerson Electric Co. Retirement Plan
8

$295,000

______________

(1)
The number of years of service credited under the plans is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s financial statements for the last completed fiscal year. Mr. Monser has 33 years of service with the Company, but only 13 years of credited service under our Retirement Plan as he previously participated in a subsidiary profit sharing plan.

(2)
The accumulated benefit is based on service and earnings (as described above) considered by the plans for the period through September 30, 2014. The present value has been calculated assuming the accumulated benefit as of September 30, 2014 commences at age 65 under the stated form of annuity. In addition, the present value of the Emerson Pension Restoration Plan benefit assumes that the named executive officers will remain in service until age 65, the age at which retirement may occur without any reduction in benefits. Except for the assumption that the executives remain in service and retire at age 65, the present value is based on the assumptions described in Note 10 to the Company’s fiscal year 2014 financial statements in the Company’s Annual Report on Form 10-K. Specifically, the accumulated benefit is determined using an interest assumption of 4.25% and the same post-retirement mortality assumption as under the Emerson Retirement Plan.

Nonqualified Deferred Compensation
The Emerson Electric Co. Savings Investment Restoration Plan (“Savings Investment Restoration Plan”) is a nonqualified, unfunded defined contribution plan. The plan provides participants with benefits that would have been provided under the Emerson Electric Co. Employee Savings Investment Plan, the Company’s qualified 401(k) plan (the “ESIP”), but could not be provided due to Internal Revenue Code (“IRC”) qualified plan compensation limits.
Participants in the Savings Investment Restoration Plan are designated by the Compensation Committee. Under the Plan, participants may elect to defer up to 20% of compensation and the Company will make matching contributions for participants who elect to defer at least 5% of compensation in an amount equal to 50% of the first 5% of those deferrals (but not to exceed 2.5% of compensation less the maximum matching amount the participant could have received under the ESIP). Compensation generally includes cash pay (base salary plus annual cash bonus) received by a participant, including employee ESIP contributions, and excludes any reimbursements, payments under incentive shares plans, stock option gains, any other stock-based awards and any severance payments. Amounts deferred under the plan (which are 100% vested) will be credited with

37




returns based on the same investment alternatives selected by the participant under the ESIP, which include an Emerson common stock fund and 28 other mutual fund investment alternatives. The Company matching contributions vest 20% each year for the first 5 years of service, after which the participant is 100% vested. The matching contributions are credited to a book-entry account reflecting units equivalent to Emerson stock. There are no “above-market earnings” as all earnings are market-based consistent with the investment funds elected. All deferred amounts and the Company matching contributions are accounted for on the Company’s financial statements and are unfunded obligations of the Company which are paid in cash when benefit payments commence.
Generally, distribution of vested account balances occurs no later than one year following termination of employment in a lump sum. Upon retirement, or in other certain instances, participants may elect to receive their account balances in up to ten equal annual installments. Unvested matching contributions shall be fully vested in the event of (i) retirement with the approval of the Compensation Committee on or after the age of 55, (ii) death or disability, (iii) termination of the plan, or (iv) a change of control of the Company. All or a portion of any participant’s vested account balance may be distributed earlier in the event of an unforeseeable emergency, if approved by the Compensation Committee. For amounts deferred or vested as of December 31, 2004, a participant may receive a distribution of after-tax deferrals upon 30 days notice.
Nonqualified Deferred Compensation
Name
Executive
Contributions
in Last FY
($)(1)
Registrant
Contributions in
Last FY
($)(1)
Aggregate
Earnings
in Last
FY
($)(2)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance at Last
FYE
($)(3)
D. N. Farr
165,000

74,850

653,504


7,402,514

E. L. Monser
127,917

32,391

136,112


2,139,681

F. J. Dellaquila
159,385

28,574

102,575


2,749,363

C. A. Peters
73,698

29,199

314,727


2,721,694

F. L. Steeves
207,625

26,954

125,857


1,727,041

 __________________________

(1)
Includes amounts contributed by each named executive officer and by the Company, respectively, to the Savings Investment Restoration Plan. Executive and Company contributions in the last fiscal year have been included in the Salary and All Other Compensation columns, respectively, of the Summary Compensation Table.

(2)
Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table.
(3)
Includes amounts reported as compensation for the named executive officers in the Summary Compensation Table for previous years. For fiscal 2014, the amounts referred to in footnote (1) above are included in the Summary Compensation Table as described. The following aggregate amounts of executive and Company contributions were included in the Summary Compensation Table for fiscal 2013 and 2012, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Farr-$232,344 ($72,448), $266,322 ($83,874); Mr. Monser-$152,546 ($30,606), $156,151 ($31,641); Mr. Dellaquila-$168,318 ($26,849), $170,723 ($26,348); Mr. Peters-$98,203 ($27,734), $100,978 ($28,759); and Mr. Steeves-$181,760 ($25,854), $160,046 ($26,129). For prior years, all amounts contributed by a named executive officer and by the Company in such years have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned, to the extent the executive was named in such proxy statements and the amounts were required to be reported in such tables.
Potential Payments Upon Termination or Change of Control
As described in the Compensation Discussion and Analysis beginning on page 18, the named executive officers do not have any written or oral employment agreements with the Company and have no other agreements that contain severance or “golden parachute” provisions.
The information below generally describes payments or benefits under the Company’s compensation plans and arrangements that would be available to all participants in the plans, including the named executive officers, in the event of the participant’s termination of employment or of a Change of Control of the Company. Any such payments or benefits that a named executive officer has elected to defer would be provided in accordance with the requirements of Internal Revenue Code Section 409A. Payments or benefits under other plans and arrangements that are generally available to the Company’s employees on similar terms are not described.


38





Conditions and Obligations Applicable to Receipt of Termination/Change of Control Payments
In the event of any termination or Change of Control, all executives participating in stock options, performance shares, restricted stock or the Pension Restoration Plan have the following obligations to the Company.
Stock Options. Named executive officers awarded stock options are obligated to maintain the confidentiality of Company information, to assign to the Company intellectual property rights, and, during and for one year after termination of employment, not to compete with, or solicit the employees of, the Company.
Performance Shares and Restricted Stock. Named executive officers awarded performance shares or restricted stock are obligated not to compete with, or solicit the employees of, the Company during and for two years after termination of employment.
Pension Restoration Plan. If any participating named executive officer is discharged for cause, enters into competition with the Company, interferes with the Company’s relations with a customer, or engages in any activity that would result in a decrease in or loss of sales by the Company, the named executive officer’s rights to benefits under this Plan will be forfeited, unless the Compensation Committee determines that the activity is not detrimental to the Company’s interests.
Additionally, upon retirement and involuntary termination, named executive officers generally execute letter agreements reaffirming their applicable confidentiality, non-competition and non-solicitation obligations and may enter into extended non-competition agreements with the Company.
Payments Made Upon Retirement
Upon retirement, the Company’s compensation plans and arrangements provide as follows:
The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;
Upon retirement (as determined by the Committee), all unvested stock options held for at least 12 months before retirement would vest, and all unexercised options could be exercised for a period of up to five years after retirement, but no longer than the original option term;
Upon retirement after age 65, the named executive officer would receive a prorated payout of performance shares, as reasonably determined by the Compensation Committee, subject to satisfaction of pre-established performance conditions, to be paid after the end of the applicable performance period. Before age 65, the Compensation Committee has the discretion to determine whether the named executive officer would receive a prorated, other or no payout of performance shares, which payout would be made after the performance period, subject to the satisfaction of performance conditions;
The Compensation Committee has the discretion to determine whether to allow the named executive officer to continue to vest in restricted stock following retirement, or to reduce the vesting period (to not less than three years);
If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account if retirement occurs with the approval of the Compensation Committee on or after age 55; and
Under the Company’s Pension Restoration Plan, a named executive officer’s benefit commences after age 65 (or retirement, if later) and is paid in the form of an annuity on a monthly basis (no lump sum distributions).

Payments Made Upon Death or Disability
Upon death or total disability, the Company’s compensation plans and arrangements provide as follows:
The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;
All unvested stock options would vest immediately, and all unexercised options could be exercised for a period of up to one year after death, but no longer than the original option term. Upon termination due to disability, the named executive officer generally would have up to one year, but no longer than the original option term, to exercise any previously vested options (no accelerated vesting). For stock options granted under the 2011 Stock Option Plan, upon termination due to disability, all unvested stock options would immediately vest and be exercisable for a period of up to one year, but no longer than the original term;
The Compensation Committee has the discretion to determine whether the named executive officer would receive full, partial or no payout of performance shares, subject to satisfaction of pre-established performance conditions;

39




Awards of restricted stock will be prorated for the period of service during the restriction period and distributed free of restriction at the end of the vesting period and the Compensation Committee has the discretion to determine whether to reduce the vesting period to not less than three years;
If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account;
Upon the death of a named executive officer participating in the Pension Restoration Plan, the surviving spouse would receive, in the form of an annuity payment on a monthly basis commencing at the named executive officer’s date of death, benefits equal to 50% of the actuarially equivalent accrued benefit. Upon termination due to disability, benefits would start when the named executive officer reaches age 65 (or termination, if later) and be paid in the form of an annuity on a monthly basis; and
Upon a named executive officer’s death, the beneficiaries would receive proceeds from term life insurance provided by the Company.
Payments Made Upon Other Termination
If the named executive officer’s employment terminates for a reason other than as described above (i.e., voluntary termination, termination for cause or involuntary termination), he or she would only receive:
Payment of the vested portion of the named executive officer’s Savings Investment Restoration Plan account, which payment would be made after termination, in a single lump sum.
Under the Company’s compensation plans and arrangements, the Compensation Committee may also, in its discretion, determine whether any of the additional payments or benefits described below would be paid to the named executive officer. However, this exercise of discretion is unlikely to result in the payment of any additional benefits in the case of voluntary quit or termination for cause.
The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;
If termination occurs with Company consent, the Compensation Committee may permit the named executive officer to have up to three months after termination, but no longer than the original option term, to exercise any previously vested stock options;
The Compensation Committee has the discretion to determine whether the named executive officer would receive full, partial or no payout of performance shares, subject to satisfaction of pre-established performance conditions;
The Compensation Committee has the discretion to determine whether to allow the named executive officer to continue to vest in restricted stock following termination, or to reduce the vesting period (to not less than three years); and
Subject to the discretion of the Compensation Committee, a named executive officer participating in the Pension Restoration Plan would be eligible to receive his or her vested benefits starting after age 65 (or upon termination, if later), paid in the form of an annuity on a monthly basis.
The estimated amounts of the foregoing benefits, based on certain assumptions regarding the exercise of the Committee’s authority, are identified in the tables below.
Payments Made Upon Change of Control
Upon a Change of Control, the Company’s compensation plans and arrangements provide as follows:
Annual cash bonus awards are not paid upon a Change of Control;
All unvested stock options would become fully exercisable if either the options have not been appropriately assumed by the acquirer, or within two years after the Change of Control, the optionee is involuntarily terminated other than for cause, the optionee’s title, duties or responsibilities are adversely changed, or the optionee is required to relocate as a condition to continued employment;
Performance objectives of outstanding performance share awards would be deemed to be satisfied, with payout to be made immediately. For performance shares to be granted under the 2015 Incentive Shares Plan, which is subject to stockholder approval, performance objectives would be deemed satisfied at the highest level provided for in the award, if a “double trigger" event occurs in connection with a change of control, which means that (a) the award has not been appropriately assumed by the acquirer (nor an equivalent award substituted), (b) cash is the primary form of consideration received by stockholders, or (c) following the Change of Control, the holder is involuntarily terminated other than for cause, or within two years after the Change of Control, the holder’s title, duties or responsibilities are

40




adversely changed, or the holder is required to relocate by more than 50 miles as a condition to continued employment.
All restricted stock awards would vest immediately. For restricted stock and restricted stock units to be granted under the 2015 Incentive Shares Plan, which is subject to stockholder approval, the awards would vest automatically if a “double trigger event” (as defined above) occurs in connection with a change of control.
If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account, and the vested amount would be paid in a single lump sum; and
A named executive officer participating in the Pension Restoration Plan would become fully vested and plan benefits would be paid immediately in a lump sum.
“Change of Control” Definition and Payment Approach
“Change of Control” generally means: (i) the acquisition of beneficial ownership of 20% or more of the Company’s common stock, (ii) individuals who currently make up the Company’s Board of Directors (or who subsequently become Directors after being approved for election by at least a majority of current Directors) ceasing for any reason to make up at least a majority of the Board, or (iii) approval by the Company’s stockholders of (a) a reorganization, merger or consolidation which results in the ownership of 50% or more of the Company’s common stock by persons or entities that were not previously stockholders; (b) a liquidation or dissolution of the Company; or (c) the sale of substantially all of the Company’s assets. With respect to participants who have deferred payment of earned awards under the 2006 Incentive Shares Plan, and as proposed in the 2015 Incentive Shares Plan, the Change of Control must also meet the requirements of Internal Revenue Code Section 409A and any transaction referenced in (iii) must have actually occurred, rather than merely have been approved; and, provided further that, with respect to the Company’s Pension Restoration Plan and Savings Investment Restoration Plan, a Change of Control refers to a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as such terms are defined under Section 409A of the Internal Revenue Code and the regulations promulgated thereunder.

As described above, immediately upon a Change of Control, all currently outstanding performance shares will be paid out and restricted stock will vest. This is the so-called “single” trigger treatment for outstanding equity awards, which does not require an additional, or “double” trigger for receiving the benefit, such as termination or significant change in the named executive officers’ duties as a result of a Change of Control. The Company has believed that “single” trigger treatment is appropriate for performance shares and restricted stock for the following reasons:
It provides employees with the same opportunities as stockholders of the Company, who are free to sell their equity at the time of the Change of Control and to realize the value created at the time of the transaction.
It ensures that continuing employees are treated the same as terminated employees.
It is an effective retention device during Change of Control discussions, especially for more senior executives for whom equity represents a significant portion of their total pay.
It is particularly appropriate for performance based equity, given the potential difficulty of replicating or meeting the performance goals after the Change of Control. Although our other equity compensation plans contain a “single” trigger, the 2011 Stock Option Plan, which was approved by stockholders at the 2011 annual meeting, contains a “double” trigger which provides that the options will be triggered if they are not appropriately assumed by an acquirer, but if they are so assumed, are only triggered if within two years of the change of control, the optionee is terminated other than for cause, his or her compensation, title, duties or responsibilities are substantially reduced or adversely affected, or he or she is required to relocate as a condition for continued employment. In addition, our proposed 2015 Incentive Shares Plan, which is subject to stockholder approval, contains a double trigger provision. Please see "IV. Proposal to Approve the Emerson Electric Co. 2015 Incentive Shares Plan" on page 44.
Quantification of Payments and Benefits
The following tables quantify the potential payments and benefits upon termination or a Change of Control of the Company for each of the named executive officers, assuming the named executive officer’s employment terminated on September 30, 2014, given the named executive officer’s compensation and service level as of that date and, if applicable, based on the Company’s closing stock price of $62.58 on that date. Other assumptions made with respect to specific payments or benefits are set forth in applicable footnotes to the tables. Due to the number of factors that affect the nature and amount of any payments or benefits provided upon a termination or Change of Control, including, but not limited to, the date of any such event, the Company’s stock price and the named executive officer’s age, any actual amounts paid or distributed may be different. None of the payments set forth below would be grossed-up for taxes.

41




D. N. Farr
 
 
Executive Benefits and
Payments Upon Termination
Retirement($)
 
Death($)
 
Disability($)
 
Voluntary or For Cause Term. ($)
 
Invol. Term. not for Cause ($)
 
Change of Control ($)
 
Annual Cash Incentive
(1)
  
(1)
  
(1)
  
(2)
  
(1)
  
(3)
  
Stock Options
(4)
  
(4)
  
(4)
  
  
  
(4)
  
Performance Shares
(5)(6)
  
(5)(6)
  
(5)(6)
  
(2)(5)
  
(5)(6)
  
29,725,500(7)
  
Restricted Stock
(8)
  
15,269,520(9)
  
15,269,520(9)
  
(8)
  
(8)
  
21,277,200(10)
  
Pension Restoration Plan
  
  
  
  
  
(11)
  
Life Insurance Benefits
  
200,000(12)
  
  
  
  
  
E. L. Monser
 
 
Executive Benefits and
Payments Upon Termination
Retirement($)
 
Death($)
 
Disability($)
 
Voluntary or For Cause Term. ($)
 
Invol. Term. not for Cause ($)
 
Change of Control ($)
 
Annual Cash Incentive
(1)
  
(1)
  
(1)
  
(2)
  
(1)
  
(3)
  
Stock Options
(4)
  
(4)
  
(4)
  
  
  
(4)
  
Performance Shares
(5)(6)
  
(5)(6)
  
(5)(6)
  
(2)(5)
  
(5)(6)
  
10,638,600(7)
  
Restricted Stock
(8)
  
2,523,315(9)
  
2,523,315(9)
  
(8)
  
(8)
  
2,816,100(10)
  
Pension Restoration Plan
  
  
  
  
  
(11)
  
Life Insurance Benefits
  
200,000(12)
  
  
  
  
  
F. J. Dellaquila
 
 
Executive Benefits and
Payments Upon Termination
Retirement($)
 
Death($)
 
Disability($)
 
Voluntary or For Cause Term. ($)
 
Invol. Term. not for Cause ($)
 
Change of Control ($)
 
Annual Cash Incentive
(1)
  
(1)
  
(1)
  
(2)
  
(1)
  
(3)
  
Stock Options
(4)
  
(4)
  
(4)
  
  
  
(4)
  
Performance Shares
(5)(6)
  
(5)(6)
  
(5)(6)
  
(2)(5)
  
(5)(6)
  
8,135,400(7)
  
Restricted Stock
(8)
  
1,642,725(9)
  
1,642,725(9)
  
(8)
  
(8)
  
3,441,900(10)
  
Pension Restoration Plan
  
  
  
  
  
(11)
  
Life Insurance Benefits
  
200,000(12)
  
  
  
  
  
C. A. Peters
 
 
Executive Benefits and
Payments Upon Termination
Retirement($)
 
Death($)
 
Disability($)
 
Voluntary or For Cause Term. ($)
 
Invol. Term. not for Cause ($)
 
Change of Control ($)
 
Annual Cash Incentive
(1)
  
(1)
  
(1)
  
(2)
  
(1)
  
(3)
  
Stock Options
(4)
  
(4)
  
(4)
  
  
  
(4)
  
Performance Shares
(5)(6)
  
(5)(6)
  
(5)(6)
  
(2)(5)
  
(5)(6)
  
8,135,400(7)
  
Restricted Stock
(8)
  
3,426,255(9)
  
3,426,255(9)
  
(8)
  
(8)
  
5,006,400(10)
  
Pension Restoration Plan
  
  
  
  
  
(11)
  
Life Insurance Benefits
  
200,000(12)
  
  
  
  
  


42




F. L. Steeves
 
 
Executive Benefits and
Payments Upon Termination
Retirement($)
 
Death($)
 
Disability($)
 
Voluntary or For Cause Term. ($)
 
Invol. Term. not for Cause ($)
 
Change of Control ($)
 
Annual Cash Incentive
(1)
  
(1)
  
(1)
  
(2)
  
(1)
  
(3)
  
Stock Options
(4)
  
(4)
  
(4)
  
  
  
(4)
  
Performance Shares
(5)(6)
  
(5)(6)
  
(5)(6)
  
(2)(5)
  
(5)(6)
  
7,196,700(7)
  
Restricted Stock
(8)
  
938,700(9)
  
938,700(9)
  
(8)
  
(8)
  
1,564,500(10)
  
Pension Restoration Plan
N/A
  
N/A
  
N/A
  
N/A
  
N/A
  
N/A
  
Life Insurance Benefits
  
  
  
  
  
  
__________________________

(1)
The Committee has discretion as to whether to pay or not pay a bonus, subject to satisfaction of performance conditions. For illustrative purposes only, the bonuses paid for fiscal 2014 were: Mr. Farr-$1,800,000; Mr. Monser-$990,000; Mr. Dellaquila-$950,000; Mr. Peters-$925,000; and Mr. Steeves-$805,000.

(2)
The Committee has discretion as to whether to pay or not pay a bonus, subject to satisfaction of performance conditions. This column assumes the Committee would not pay a bonus or make a performance shares payout.

(3)
There would be no additional acceleration or special treatment for annual cash incentive opportunities for the fiscal year in which the Change of Control occurs.

(4)
Represents the closing price of $62.58 per share minus exercise price for all unvested options (but not less than zero). The number of unvested options for each named executive officer is set forth in the Outstanding Equity Awards at Fiscal Year-End table at page 34 above. These options were issued under the 2011 Stock Option Plan and would not vest immediately upon a Change of Control unless a "double" trigger occurred as defined in the plan. The Change of Control column assumes that such additional conditions are met as of September 30, 2014.

(5)
The Committee has discretion to provide a prorated, other or no payout, subject to the achievement of performance conditions.

(6)
For illustrative purposes only, assumes the Committee does not allow any payout for the performance share awards granted in 2013. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(7)
The amount shown includes the entire amount of 2013 awards at target level.

(8)
The Committee has discretion to provide for continued vesting of unvested restricted stock or to reduce the vesting period to not less than three years. Assumes Committee would exercise its discretion to not allow any further vesting.

(9)
Represents a prorated amount of the value of all unvested shares of restricted stock, based on number of years elapsed and rounding up to whole years. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(10)
The amount shown includes the value of all unvested shares of restricted stock. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(11)
Amounts shown include any difference between the discounted present value of benefits in such event compared to amounts shown in the Pension Benefits table. Upon a Change of Control, the amounts shown also include the discounted present value of any unvested amounts under the Pension Restoration Plan.

(12)
Represents face amount of policies paid for by the Company which are not generally available to all employees.



43




IV. PROPOSAL TO APPROVE THE EMERSON ELECTRIC CO. 2015 INCENTIVE SHARES PLAN
Emerson is requesting stockholders to approve the Emerson Electric Co. 2015 Incentive Shares Plan (the "2015 Plan" or “Plan”). On November 4, 2014, the Board of Directors of the Company adopted the 2015 Plan, subject to approval by the stockholders. The 2015 Plan authorizes the issuance of up to 12,000,000 shares of common stock, subject to adjustment, in the form of awards of performance shares, restricted stock and restricted stock units (“RSUs”).
Key Compensation Plan. The 2015 Plan is a key component of our continuing program of key executive incentive compensation originally authorized by the Company's Board of Directors in 1977 and approved 7 times by stockholders - most recently in 2006. The Plan is designed to benefit the Company and its stockholders by attracting and retaining the best executive talent, motivating management and aligning their interests with stockholders.
Performance shares are the primary element of long-term compensation for our named executive officers and are the linchpin of our pay for performance philosophy, as discussed in the Compensation Discussion and Analysis on pages 18 to 30.

Performance shares focus management’s efforts on long and short term performance, including earnings per share growth, share price appreciation, cash flow and dividend growth, fully aligning management and shareholder interests.

Our restricted stock program is highly selective and is an important management succession planning and retention tool.

Currently, these programs are authorized under our 2006 Incentive Shares Plan (the “2006 Plan”).

Requested Share Authorization.
The Plan authorizes 12 million shares, less than the 20 million (post-split) requested under the 2006 Plan. The maximum award authorized for any individual in any fiscal year is 2 million shares.

Based on historic grant practices and shares remaining under the 2006 Plan, the Committee estimated that this requested amount should be sufficient to cover awards for our next two expected performance share awards in October, 2015 and October, 2018.

Since 2009, the Company’s weighted average diluted shares outstanding has been reduced through share repurchase by approximately 55 million shares, from 759 million to 704 million, more than offsetting the dilutive effect from the award of shares under our equity compensation plans over that time period.

The 3,919,661 shares available for award under the 2006 Plan as of November 14, 2014 are insufficient to make the next triennial award planned for October 2015 consistent with our historical practice, as shown below.
 






44




Key Features Retained from the 2006 Plan. Important aspects of 2006 Plan that have been retained for the 2015 Plan, and our historical award practices under the 2006 Plan, include:
We expect that the vast majority of shares issued under the Plan will be performance shares. (Over 90% under the 2006 Plan.)

Minimum three year performance period for performance shares. (Historically, at least four years.)

Performance shares require the achievement of pre-established objectives. (Earnings per share and free cash flow are the performance measures under the current performance shares program.)

Restricted stock has a minimum three year vesting period. (Historically, cliff vested after a period of up to ten years.)

The Plan covers performance shares and restricted shares. Stock options are awarded under a separate, shareholder approved stock option plan that does not allow for discounted options.

The Plan provides for administration by independent Directors.

The Plan does not include liberal share counting polices, such as allowing shares tendered or withheld for taxes to be added back to the shares available under the Plan.

The Plan does not contain a "liberal" change of control definition (e.g., mergers require consummation).

The Plan is subject to our general clawback policy described on page 28. As described below, we have added two additional clawback provisions to the 2015 Plan.

Key New Features of the 2015 Plan. Important new features of the 2015 Plan include:
A “double trigger” change of control provision.

In addition to our general clawback policy described on page 28, the 2015 Plan has an additional clawback provision making all amounts under the Plan subject to any subsequent law, regulation or company policy requiring the clawback of equity awards. See page 49.

We have also added a specific clawback provision requiring clawback of dividend equivalents paid on shares in excess of the total shares ultimately earned under an award. (Dividend equivalents have historically been paid on no more than 40% of awarded performance shares and we have never paid dividend equivalents on performance shares in excess of the total shares ultimately earned under an award.)

Allowing the award of restricted stock units for more award flexibility internationally, which are subject to the same minimum three year vesting requirement as restricted shares.