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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Securities Exchange Act of 1934

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EMERSON ELECTRIC CO.

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8000 W. Florissant Avenue

St. Louis, MO 63136

Dear Fellow Shareholder:

I am pleased to invite you to join us at the 2023 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 7, 2023, at 10:00 a.m., Central Time, to be held in a virtual format at our virtual meeting website accessible at www.virtualshareholdermeeting.com/EMR2023.   At this year’s meeting, we will vote on the election of three Directors and the ratification of the selection of KPMG LLP as Emerson’s independent registered public accounting firm. We will hold non-binding advisory votes on the compensation of Emerson’s named executive officers and on the frequency of such future advisory votes. We will also report on our business and provide an opportunity for shareholders to ask questions.   The past year was truly transformative for our company as we took decisive steps to position Emerson for a promising future as a leading global automation company. We expanded our industrial software capabilities, made significant progress on our portfolio transformation, advanced our culture evolution and delivered value to our shareholders through strong operational execution.

Emerson delivered strong performance in 2022, exceeding the underlying sales and adjusted earnings per share targets we set at the beginning of the year, with net sales up 8%, underlying sales up 9%, earnings per share up 42% and adjusted earnings per share up 16%.

Our leadership team and Board of Directors executed a series of decisive transactions in 2022 that are reshaping Emerson as a global automation leader. We are guiding our portfolio journey with a clear vision and purpose: to drive significant value creation for our shareholders through a higher value, higher growth and cohesive Emerson. There have been many important steps in our transformation journey, including divesting several non-core businesses and making a number of acquisitions in the last year to bolster our automation capabilities. These strategic actions are transforming the portfolio and will enable Emerson to enhance our end market diversification. Our journey is not complete, however, and we will continue to actively manage our portfolio, including pursuing acquisitions in attractive, high-growth automation markets.

A critical component of our value creation strategy – and an area of accelerated focus for us in 2022 – is our culture. This year, we have built upon our foundation and made great strides to reimagine what it means to be an employee at Emerson. We are creating an environment where everyone feels valued, trusted and empowered. A couple of highlights include work we have done to modernize our talent philosophy and talent management processes. We also implemented a global listening strategy, created remote working guidelines, fostered an inclusive environment through our 12,000-person Employee Resource Group community and identified targets to keep us accountable for building diverse and innovative teams as we continue to grow. We will continue to invest in our culture as we know this is key to unlocking the potential of our employees, driving innovation, executing with excellence and being a best-in-class global automation solutions organization.

I am thankful for the performance of the Emerson team that delivered this transformational year, and I appreciate the support of the Board of Directors who has been instrumental in enabling this transformation.

This is an important moment in the transformation of our company – and every vote is important. Please complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. Please see our 2022 Annual Report to Shareholders made available with this Proxy Statement.

On behalf of the Board of Directors and all of us at Emerson, thank you for your ongoing support and commitment.

December 9, 2022

Sincerely,

SURENDRALAL (LAL) L. KARSANBHAI

President, Chief Executive Officer and Director

i     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Notice of Annual Meeting of Shareholders
for Emerson Electric Co.         

DATE AND TIME:	Tuesday, February 7, 2023, 10:00 a.m. CST
PLACE/MEETING ACCESS:	Virtual Meeting website accessible at www.virtualshareholdermeeting.com/EMR2023
ITEMS OF BUSINESS:	1.  To elect as Directors the three nominees named in the accompanying proxy statement. 2.  To ratify the appointment of KPMG LLP as our independent registered public accounting firm. 3.  To approve, on an advisory basis, the compensation of Emerson’s named executive officers. 4.  To hold an advisory vote to determine the frequency of future advisory votes on executive compensation. 5.  To transact other business, if any, properly brought before the meeting.
WHO CAN VOTE:	Record holders of Emerson common stock at the close of business on November 29, 2022
HOW TO VOTE:	Your vote is important, and we urge you to cast your vote in advance of the meeting by telephone, internet or mailing your completed and signed proxy card or voting instruction form, or at the meeting through the virtual meeting website. If you attend the virtual meeting, you may revoke your previously cast vote and vote at the meeting through the virtual meeting website. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Non-shareholders may attend the annual meeting as a guest but will not have the option to vote any shares or ask questions during the virtual meeting.
MEETING ADMISSION:	To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2023 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 29, 2022, the record date for the Annual Meeting, or their legal proxy holders may participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time. For registered shareholders, the control number can be found on your proxy card or notice of internet availability that you previously received. If you are a beneficial or “street name” holder and hold your shares through an intermediary, such as a broker, bank or other nominee, you must obtain instructions from your broker, bank or other nominee to participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting.
SHAREHOLDER LIST:	The Company will make a list of shareholders entitled to vote at the Annual Meeting available to shareholders for examination 10 days prior to the Annual Meeting. The Company requests that shareholders seeking to review the list of shareholders contact Emerson Investor Relations at 314-553-2197. Shareholders may access this list during the Annual Meeting at the virtual meeting site by entering their control number.
TECHNICAL SUPPORT:	Anyone who has technical difficulties accessing or using the virtual meeting site during the Annual Meeting should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other internet connection.
2022 ANNUAL REPORT AND DATE OF DISTRIBUTION:	For more complete information regarding Emerson, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. A copy of our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report are first being made available or mailed to shareholders on or about December 9, 2022.

	By order of the Board of Directors,
December 9, 2022	SARA YANG BOSCO
St. Louis, Missouri	Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 7, 2023

Emerson’s Notice of Annual Meeting, Proxy Statement, Form of Proxy, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, are available, free of charge, at www.proxyvote.com. You will need to input the Control Number located on the proxy card or notice of internet availability of proxy materials when accessing these documents. A separate notice of internet availability of such proxy materials is first being sent to our shareholders on or around December 9, 2022. Shareholders may access these materials and vote over the internet or request delivery of a full set of materials by mail or email. If you receive the separate notice of internet availability of proxy materials, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the notice.

ii     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Table of Contents

	Page
Letter to Shareholders – Chief Executive Officer	i
Notice of Annual Meeting of Shareholders	ii
Proxy Statement Summary	1
Letter to Shareholders – Independent Chair	6
Board and Committee Operations	7
Board and Corporate Governance	7
Corporate Governance and Nominating Committee	13
Audit Committee	16
Compensation Committee	17
Executive Compensation	19
Compensation Discussion and Analysis	19
Compensation Tables	36
Summary Compensation Table	36
Grants of Plan-Based Awards	37
Outstanding Equity Awards at Fiscal Year-End	38
Option Exercises and Stock Vested	39
Pension Benefits	39
Nonqualified Deferred Compensation	40
Potential Payments Upon Termination or Change of Control	41
Pay Ratio Disclosure	46
Management Proposals	47
Proxy Item No. 1: Election of Directors	47
Proxy Item No. 2: Ratification of Independent Registered Public Accounting Firm	54
Proxy Item No. 3: Advisory Vote on Executive Compensation	55
Proxy Item No. 4: Advisory Vote on Frequency of Advisory Votes on Executive Compensation	56
Ownership of Emerson Equity Securities	57
Ownership of Directors and Executive Officers	57
Ownership of Greater than 5% Shareholders	58
Questions and Answers About the 2023 Annual Meeting	59
Other Matters	61
Appendix A – Emerson Director Independence Standards	A-1
Appendix B – GAAP to Non-GAAP Reconciliations	B-1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider. You should read the entire Proxy Statement before voting.

Annual Meeting

2023 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, including instructions on accessing the virtual meeting,

see Questions and Answers beginning on page 59.

  Meeting Date Tuesday February 7, 2023   Meeting Place The Annual Meeting will be
held in a virtual format, at www.virtualshareholdermeeting.
com/EMR2023   Meeting Time 10:00 a.m. Central Time              Record Date           November 29, 2022          

Voting Matters	Board Recommendation	Vote Standard	Page
Management Proposals
Item 1 Election of Directors	FOR each nominee	Majority present & entitled to vote	47
Item 2 Ratification of appointment of KPMG LLP as Independent Registered Public Accounting Firm	FOR	Majority present & entitled to vote	54
Item 3 Approval of named executive officer compensation	FOR	Majority present & entitled to vote	55
Item 4 Frequency of advisory votes on executive officer compensation	FOR ONE year	None	56

For the election of Directors, you have the choice of voting “FOR” individual nominees, “AGAINST” individual nominees, or “ABSTAIN” for individual nominees. For proposal two and three, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”. For proposal four, you have the choice of whether the vote should occur every one, two or three years, or to abstain on the matter. Whether or not you plan to attend the meeting, please provide your proxy by internet, phone, or by filling in, signing, dating and promptly mailing your proxy card or voting instruction form.

By Internet www.proxyvote.com	By Phone 1-800-690-6903	By Mail Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

Attending the Meeting

To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2023 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 29, 2022, the record date for the Annual Meeting, or their legal proxy holders may participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time.

For registered shareholders, the control number can be found on your proxy card or notice of internet availability that you previously received. If you are a beneficial or “street name” holder and hold your shares through an intermediary, such as a broker, bank or other nominee, you must obtain instructions from your broker, bank or other nominee to participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     1

PROXY STATEMENT SUMMARY

Our Board of Directors

Nominees and Continuing Directors

The Emerson Board is divided into three classes. You are being asked to vote on the three Director nominees indicated below for the specified terms. The eight continuing Directors were previously elected to terms ending at the Annual Meeting specified. All Directors are independent, except Mr. Karsanbhai. Please see “Proxy Item No. 1 – Election of Directors” for more information.

AC  Audit Committee

CC  Compensation Committee

FC  Finance Committee

NC  Nominating and Corporate Governance Committee

EC  Executive Committee

Nominees for Terms Ending in 2026
	Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc. Age: 62 Director Since 2019 Committees: CC, NC	Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp. Age: 63 Director Since 2017 Committees: CC, EC, FC	Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc. Age: 57 Director Since 2012 Committees: AC, FC

To Continue in Office Until 2024
	Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp. Age: 60 Director Since 2019 Committees: AC, CC	Arthur F. Golden Former Sr. Partner, Davis Polk and Wardwell      Age: 76 Director Since 2000 Committees: EC, FC	Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International, Inc. Age: 75 Director Since 2014 Committees: AC, NC	James S. Turley Board Chair, Emerson, Retired Chair and CEO, Ernst & Young LLP Age: 67 Director Since 2013 Committees: AC, EC, NC

To Continue in Office Until 2025
	Joshua B. Bolten Chief Executive Officer, Business Roundtable      Age: 68 Director Since 2012 Committees: EC, NC	William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 73 Director Since 2020 Committees: CC, FC	Surendralal (Lal) L. Karsanbhai President and CEO, Emerson      Age: 53 Director Since 2021 Committees: EC	Lori M. Lee CEO AT&T Latin America and Global Marketing Officer, AT&T, Inc. Age: 57 Director Since 2018 Committees: AC, EC, FC

2     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT SUMMARY

Key Accomplishments

	Portfolio Transformation		Revising Annual Bonus Structure
	Announced Net Zero Targets		Revised Board Review Process

Board at A Glance

26	98%	98%	100%	65	2 of 3
Total Board and committee meetings in fiscal 2022	Attendance by    Directors at    committee    meetings    in fiscal 2022	Attendance by    Directors at 12    Board meetings    in fiscal 2022	Director    attendance at    2022 Annual    Meeting	Average    Director Age	Required    committees are    chaired by    women

Director Skills and Experience

Each member of the Board brings invaluable experience. Below we have highlighted skillsets that will be essential as we continue to transform our culture and portfolio. For a full breakdown of the Board’s skills and each Director’s skills and experience, see “Nominees and Continuing Directors’ Skills and Experience Matrix” on page 47.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     3

PROXY STATEMENT SUMMARY

Fiscal 2022 Performance Highlights

Significant Progress on Our Portfolio Transformation

Emerson made some of the boldest portfolio moves in our more than 130-year history. Our leadership team and Board of Directors engaged in a series of decisive transactions that are reshaping Emerson as a focused global automation leader.

4     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT SUMMARY

Environmental, Social & Governance Highlights

Topic	Highlight
Director Independence	•  Independent Board Chair •  10 of 11 Directors are independent •  Recently amended Bylaws to allow split of CEO and Board Chair role •  All Board Committees are independent pursuant to requirements of the NYSE and our governance documents •  Regular executive sessions attended by non-management Directors only
Net Zero and GHG Reduction Targets and Sustainability	•  Announced Net Zero and greenhouse gas reduction (GHG) targets •  Previously appointed the Company’s first Chief Sustainability Officer •  Recently announced a goal to reduce our value chain emission by 25% by 2030 •  Recently joined RE100 and announced a goal to source 100% renewable electricity by 2030 •  Aligned executive compensation with achievement of GHG reduction targets
Diversity	•  45% of Directors are women or persons of color •  3 of 5 Named Executive Officers are women or persons of color •  Recently aligned executive compensation with achievement of diversity goals at leadership level •  Previously appointed the Company’s first Chief People Officer •  6 of 10 members of the Office of the Chief Executive are diverse •  Designated portion of charitable giving budget to be directed by employee resource groups •  Trained over 25,000 employees on diversity awareness and unconscious bias •  8 employee resource groups with over 12,000 members
People and Community	•  Recently established Emerson Assistance Fund for employees •  Refocused charitable giving to focus on addressing education equity in our communities
Three Audit Committee Financial Experts	•  The Board has determined that three members of the Audit Committee are Audit Committee Financial Experts under SEC rules
Shareholder Responsiveness	•  In 2020, we again proposed to amend our Restated Articles to declassify our Board of Directors •  In 2018, we proposed to amend our Restated Articles to allow shareholders the right to amend our Bylaws
Proxy Access Bylaw	•  Proactive adoption in 2017 of proxy access for Director nominees •  A shareholder, or group of up to 20, holding 3% of Company stock for 3 years may place a limited number of Director nominees in the Company’s proxy statement for election •  Recently, we further improved our proxy access Bylaw to remove a limitation on the number of proxy access nominees that was based on our classified Board structure
Board Refreshment	•  Added six new Directors in last six years •  Balance of new and continuing Directors, with average tenure for all Directors of 8 years •  Average Director age of 65
Other Practices	•  Directors elected by majority voting •  Comprehensive new Director orientation •  No shareholder rights plan or “poison pill” •  Blackout, clawback, pledging and anti-hedging policies •  Director and executive officer stock ownership policies •  Annual ESG and Political Spending Reports •  Amended the Company’s Corporate Governance Principles and Practices to add overboarding limits

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     5

From the Independent Chair

Dear Fellow Shareholder:

This has been an energizing year to serve on the Emerson Board of Directors as we partnered with President and CEO, Lal Karsanbhai, the leadership team and Emerson employees to tackle a challenging external environment while delivering a truly transformational year. In 2022, Emerson built a strong foundation for long-term success as a global automation solutions provider.   As a Board, we have had increased opportunities to work with and guide Lal and the leadership team as they set a long-term strategy, continued shaping Emerson’s portfolio and set ambitious environmental, social and governance (ESG) targets. We have consistently engaged with the team to assess risk as Emerson makes bold, impactful decisions for the future.   This past year, the Emerson leadership team outlined and acted on a decisive long-term strategy for value creation – prioritizing organic growth, portfolio management and operational excellence, all while keeping Emerson’s culture and people at the heart of the company. By evolving the company’s strategy, we as a Board have confidence in Emerson’s ability to create higher-value solutions for its customers, drive increased innovation and empower its teams.

The leadership team continued transforming the Emerson portfolio through both acquisitions and divestitures, such as the transaction with AspenTech to bolster Emerson’s industrial software portfolio and the sale of a majority stake of Climate Technologies, a transaction expected to close in the first half of calendar year 2023. The Board has provided oversight and counsel throughout these transactions, and we have been pleased by the world-class approach to creating a truly cohesive Emerson with a primary focus on global automation solutions.

This year was also pivotal for Emerson as a global citizen as the company outlined new ESG targets and initiatives. ESG is an area of distinct focus for the Board, and we have been proud of the swift progress and new targets Emerson has announced. An important goal – achieving net zero GHG emissions across its value chain (Scopes 1, 2 and 3) by 2045 – was announced in the company’s most recent ESG report.

As a Board, we also continue to advance our commitment to sound governance, ensuring Emerson is managed to the highest standards of ethics and excellence. This past year, we continued our Board refreshment efforts, which included the engagement of an outside consultant to further develop the skills and competencies that are most desirable in new directors and match the company’s portfolio transformation. We will help ensure the right balance of tenure, experience and diversity on our Board to guide Emerson’s journey to become the world’s leading provider of comprehensive automation solutions.

We look forward to our continued collaboration with Lal and the leadership team to go boldly toward the future of Emerson, and we are energized by what the future will offer for all of Emerson’s stakeholders.

On behalf of the Board, thank you for your ongoing trust.

James S. Turley

Chair of Board of Directors, Emerson

6     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Board and Committee Operations

Board and Corporate Governance

Board Responsibility Overview

The primary responsibility of our Board is to foster the Company’s long-term success. In fulfilling this role, each Director must exercise good faith business judgment in the best interests of Emerson, our shareholders, employees and communities in which we operate. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management. Management has responsibility for our day-to-day operations, implementing these policies and strategic direction, subject to Board oversight.

Governance Principles and Ethics Program

Our Board has adopted the Company’s Corporate Governance Principles and Practices that govern the structure and operations of our Board, Board oversight of management and relations between the Board and our shareholders. In addition, our Board has adopted an ethics program that applies to all Emerson employees and our Directors, and includes an Employee Code of Conduct, supplements that are specifically applicable to our Directors and executive officers, and an additional code of ethics applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller.

The Company’s Corporate Governance Principles and Practices and each component of its ethics program are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics. Printed copies of these documents are available to shareholders upon written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting any amendments and/or waivers to its ethics code at the same location on its website.

The Board of Directors annually reviews its governance policies and practices, taking into account changes in applicable law, trends in corporate governance and input from shareholders.

Board Role in Environmental, Social & Governance (ESG)

Our ESG and corporate social responsibility strategy is overseen by our Board and its committees as a part of their oversight of our overall strategy and risk management. These efforts are part of a process that is designed to provide the Board timely visibility into the identification, reporting, assessment, and management of ESG issues. The Corporate Governance and Nominating Committee is responsible for assisting the Board in the oversight of the Company’s sustainability strategy, engaging with shareholders on inquiries related to ESG, and establishing principles and policies for ESG, which includes, among other things, the matters covered in the Company’s ESG Report. Our ESG Report (formerly our Corporate Social Responsibility Report) has been published annually since 2015 and these reports are available on our website. Our Audit Committee provides oversight of the integrity of our ESG data in the Company’s disclosures, reviews a summary of the Company’s environmental activities and a summary of anticipated environmental audits and expenditures each year. Our Compensation Committee provides oversight of alignment of management compensation with the Company’s ESG objectives, including diversity, equity and inclusion (DE&I) and GHG emissions reduction targets.

In our business and manufacturing operations around the world, our strategy focuses on efficient use of energy and natural resources to help reduce the intensity of the Company’s GHG emissions. In 2019, we announced a goal to reduce our GHG emissions by 20%, normalized to sales, across our manufacturing and shared services facilities by the year 2028. As part of these efforts, in 2021 we appointed our first Chief Sustainability Officer who is leading the Company and the Environmental Sustainability Steering Committee, comprised of senior-level Emerson executives, to further our environmental sustainability efforts. In 2022, we announced ambitious net zero GHG emissions targets and surpassed our original EHG emissions reduction targets, normalized to sales.

Our human capital management and succession planning, including DE&I initiatives, are important components of our strategy. Attracting, developing, and retaining talent is key to our business and operating results. Nearly half of the members of our current Board of Directors are women or persons of color. We have developed and continue to enhance a robust and comprehensive company-wide talent management program. In 2021, we introduced a diversity goal at our leadership level and evaluate progress in attaining those goals as part of our management’s compensation. We have developed processes to track our progress towards achieving these goals, which are reviewed under the supervision of the Audit Committee. We hired our first Chief People Officer in 2021 to help ensure the Company remains positioned to grow and retain talent now and in the future. To assess and improve employee retention and engagement, the Company surveys employees with the assistance of third-party consultants and takes actions to address areas of employee concern. Over 26,000 employees participated in our most recent surveys and overall gave high scores in our three focus areas: employee engagement, processes and procedures related to COVID-19 and diversity. As part of our DE&I efforts, among other things, the Company has a Diversity Council, comprised of 14 senior-level Emerson executives to advance diversity and inclusion within the company. Over 25,000 employees have completed training modules addressing diversity awareness and unconscious bias. The Company has established the following employee resource groups: Black Employee Alliance, LGBTQ + Allies, Somos (focusing on supporting the Latin Americans and Hispanics at Emerson and in the communities we serve), the Veterans Resource Group, the Women’s Impact Network, the Asian & Pacific Islander Alliance, and Mosaic (focusing on employees working away from their home country). In 2022, we formed a new employee resource group named Diverse Abilities (focusing on encouraging social awareness of perceived impairments and/or disabilities). In addition, we have also amplified our diversity objectives with focus within our communities, including working more closely with Historically Black Colleges and other diverse academic institutions, allocating a portion of our charitable contribution funds to be directed by our employee resource groups.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     7

BOARD AND COMMITTEE OPERATIONS

Highlights of Recent ESG Changes

Our Corporate Governance and Nominating Committee regularly considers a broad range of corporate governance issues and is committed to adopting governance practices that are the most beneficial to the Company and its shareholders. As part of its review process, the Board recently made the following changes to Emerson’s ESG-related corporate governance policies:

• Net Zero and GHG Targets. In 2022, we announced ambitious Net Zero GHG emissions targets as well as a goal to reduce our value chain emission by 25% by 2030, aligned with the Science Based Targets initiative (SBTi). Additionally, we joined the RE100 and announced a goal to source 100% renewable electricity by 2030.

• Overboarding Policy. In 2022, we amended the Company’s Corporate Governance Principles and Practices to limit all nonemployee Directors to serving on three other boards of publicly traded companies. A Director that is also the CEO of the Company is limited to serving on one other board of a publicly traded company. All other NEOs are limited to serving on one public board.

• Independent Board Chair. In 2021, we amended our Bylaws and the Company’s Corporate Governance Principles and Practices to allow for the splitting of the roles of the CEO and the Board Chair and we elected James Turley as our independent Board Chair.

• Board Refreshment. To ensure that the Board continues to evolve and be refreshed in a manner that serves the Company’s changing business and strategic needs, six new Directors have joined the Company within the last six years.

• Board Diversity. To further advance diverse perspectives on our Board, we have added four diverse Directors in the last five years.

• Emphasis on ESG and Corporate Social Responsibility. We recently amended the charter of our Corporate Governance and Nominating Committee to emphasize its role in overseeing important public policy issues and issues of corporate social responsibility, including health, safety and environmental and sustainability policies and reporting. We also formed the Environmental Sustainability Steering Committee to further our environmental sustainability efforts and a Diversity Council to advance diversity and inclusion efforts within the Company. We established numerous employee resource groups to provide support to diverse employees within our Company.

• Our Recent Proposals to Declassify Our Board and to Allow Shareholders the Right to Amend Our Bylaws. We recognize that many of our shareholders would prefer a declassified board structure and the right of shareholders to amend bylaws and that these policies are increasingly considered important aspects of good corporate governance. In response to these trends and shareholder requests, we have acted. In 2020, we again asked our shareholders to amend our Restated Articles to declassify our Board of Directors. However, the amendment did not receive the required vote to pass. We made a similar proposal in 2013 with the same result. Similarly, in 2018, we proposed amendments to our Restated Articles providing shareholders the right to amend our Bylaws, but it also did not receive the required approval. We were advised that, based on an analysis of our shareholder base, these proposals would likely not be successful this year. We have discussed this analysis with certain of our larger shareholders. As a result, we are not resubmitting either of these proposals at this year’s Annual Meeting, but we will continue to assess the potential for approval in the future.

• Added ESG to Compensation. We consider our progress toward DE&I and GHG reduction goals as part of executive compensation bonus awards.

• Proxy Access Bylaw. In 2017, we amended our Bylaws to adopt proxy access, which provides eligible shareholders a process for including their director nominees in the Company’s proxy materials. Proxy access is discussed below at “Corporate Governance and Nominating Committee — Proxy Access” on page 13. In fiscal 2021, we further improved our proxy access Bylaw to remove a limitation on the number of proxy access nominees that was based on our classified Board structure.

• Removal of Forum Selection Bylaw. In 2018, we submitted a proposal to shareholders to ratify our forum selection Bylaw, which provided that the sole and exclusive forum for specified legal actions would be courts located in Missouri. The proposal was not approved. As a result, the Board has subsequently reconsidered the provision and removed it from the Bylaws.

• ESG and Corporate Social Responsibility Reporting. In 2015, at the Board’s direction, we published our first Corporate Social Responsibility Report highlighting the Company’s environmental stewardship, integrity and ethics, corporate governance, political spending and lobbying, human resources and diversity, supply chain practices and community involvement. In 2020, the Company expanded and published its fifth Corporate Social Responsibility (CSR) Report. In 2021, we published our first ESG Report, which expands on the disclosures in our prior CSR Reports.

• Human Rights. We published our Global Human Rights Policy earlier this year, which addresses our stance on topics including equal opportunity, health and safety, forced labor and human trafficking and freedom of association.

We believe these actions are indicators of good governance and enhance our accountability to shareholders.

Board Meetings and Attendance

There were twelve meetings of the Board during fiscal 2022. All Directors attended at least 75% of the meetings of the Board and committees on which he or she served. Moreover, Directors had 98% Board meeting attendance and the Directors’ average attendance rate at meetings of the committees on which they serve was 98%. Directors are strongly encouraged to attend the Annual Meeting, although the Company has no policy requiring attendance. All Directors then in office attended the 2022 Annual Meeting.

Board Leadership Structure

The Board believes that it should have the flexibility to determine whether the same person should serve as both Chair and CEO based on what it believes will provide appropriate Company leadership and deep global industry knowledge. In 2021, the Board determined to separate the roles of the Chief Executive Officer and the Chair of the Board and to elect an independent Chair. The Board believes that this current structure, with Mr. Karsanbhai serving as both CEO and as a Director and Mr. Turley serving as an independent, non-executive Board Chair, is appropriate given Mr. Karsanbhai’s recent promotion and Mr. Turley’s extensive experience in key Board roles and leadership experience. Consistent with past practice, if those functions are re-combined in the future, the Company anticipates that it would designate a Lead Independent Director at such time.

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BOARD AND COMMITTEE OPERATIONS

The Board Chair serves an important role in our governance structure with roles and responsibilities specified in the Company’s Corporate Governance Principles and Practices, which includes, among other things:

• Presiding at all shareholder and Board meetings, including executive sessions of independent or non-management Directors

• Establishing Board meeting agendas in conjunction with the CEO and Secretary

• Calling Board meetings and meetings of the independent Directors

• Acting as the Board’s key liaison with the CEO and chairs the Board’s Executive Committee

• Consulting with shareholders as requested by the Company

• Engaging in one-on-one meetings with other members of the Board

Each year the Board, through its Corporate Governance and Nominating Committee, reviews its leadership structure to ensure that it remains appropriate for the Company.

Board Role in Company Strategy

One of the Board’s responsibilities is overseeing management’s development and execution of the Company’s strategy. The Board receives updates from management and engages with management to understand and monitor business objectives, competitive landscape, economic trends and other developments. The Board looks to the expertise of its committees, and third-party experts as needed, to inform its oversight responsibilities. The Board was actively engaged in the Company’s recent M&A activities, including the Company’s investment in AspenTech, the sale of a majority interest in its Climate Technologies business and the decision to exit business operations in Russia and divest Metran.

Board Role in Risk Oversight

The Board has responsibility for oversight of the Company’s risk management process. The Board administers its risk oversight both through active review and discussion by the full Board and by delegating certain oversight responsibilities to one of its committees for further consideration and evaluation of specific risks. Each committee reports to the full Board with respect to the committee’s risk oversight activities on a regular basis. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The areas of critical risk include strategic, macroeconomic and operational risks. With respect to the Board’s committees, the Compensation Committee provides oversight for risks associated with its purpose, including, among others, risks related to human capital. The Governance and Nominating Committee provides oversight for risks associated with its purpose, including, among others, risks related to the Company’s reputation, matters of shareholder interest, social issues, laws and regulations. The Audit Committee provides oversight for risks associated with its purpose, including, among others, risks related to financial reporting, compliance with laws and regulations, reputational issues and cybersecurity. The Audit Committee also assists the Board by annually reviewing and discussing with management this process and its functionality. The full Board, or the appropriate committee, receives this information through updates from management to enable it to understand and monitor the Company’s risk management process.

Shareholder Engagement

We value our shareholders’ perspective on our businesses and each year interact with shareholders and investment analysts through a variety of engagement activities. These engagement activities include our annual investor conference and participation in industry conferences throughout the year. In addition, we routinely schedule additional engagement meetings with investors and analysts in various locations around the world. Investors and analysts may schedule meetings with our Vice President of Investor Relations to request additional information regarding the Company. We reach out to our largest shareholders each year in connection with our Annual Meeting to discuss, among other things, the matters that will be voted on at the meeting, leadership structure, business strategy, financial performance, governance, executive compensation, diversity, sustainability initiatives, and we respond to questions or concerns raised by shareholders. We discuss input provided by our shareholders during these meetings with our full Board, Corporate Governance and Nominating Committee, Compensation Committee, and other Committees of the Board as appropriate. Our Investor Relations department can be reached at 314-553-2197, investor.relations@emerson.com, or at www.Emerson.com, Investors, Investor Resources, Shareholder Information.

Board Composition

Our current Board consists of eleven Directors. We have added six new Directors in the last six years.

As required by our Restated Articles of Incorporation, our Board is divided into three classes, with the terms of office of each class ending in successive years. The Directors in one class are elected at each Annual Meeting to serve for a three-year term and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Periodically, a Director is elected to a class with a shorter term, or moved into a different class between meetings, to rebalance the classes.

Pursuant to the Company’s Bylaws, a Director may not stand for election after age 72 without Board review and assessment. If our Board determines that continued service beyond this period is in the best interests of Emerson and our shareholders, our Board may amend the Bylaws to waive this requirement and allow election to an additional term, subject to our classified Board structure and key business issues. In light of his extensive experience and recent addition to our Board, in 2021 we amended our Bylaws to permit Mr. Easter to stand for election at the 2022 Annual Meeting. The Bylaws also permitted Mr. Golden and Dr. Kendle to stand for election to the Board for an additional term at the 2021 Annual Meeting.

We are committed to reviewing our Board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure. Our Board retained Spencer Stuart to perform an analysis of the Board’s composition and its alignment with the Company’s strategic direction.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     9

BOARD AND COMMITTEE OPERATIONS

Our Board’s membership represents a balanced approach to Director tenure, allowing our Board to benefit from the experience of longer-serving Directors as well as the fresh perspectives of newer Directors. The Board is continually seeking out highly-qualified, diverse candidates to add to the range of skills and experience represented on our Board.

Our Directors have a wide range of skills and experience in a variety of professions and industries, including:

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

The specific background, skills and experience of each of our Directors is detailed under “Proxy Item No. 1 – Election of Directors” on page 47. The Corporate Governance and Nominating Committee has the primary responsibility for developing a Director succession plan. The Committee periodically reviews our Board composition and, as discussed above, identifies the appropriate mix of experiences, skills, attributes and tenure for our Board in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of Directors that can best continue our success and represent our shareholders’ interests. The Committee and our Board are committed to developing a diverse pool of potential candidates for future Board service. In 2022, the Committee retained Spencer Stuart to assist in identifying and evaluating potential candidates.

Other Key Governance Policies

We have adopted corporate governance policies which encourage significant long-term stock ownership and align the interests of our executives with our shareholders. These policies include:

• Executive compensation practices that incentivize long-term performance with equity compensation using multi-year performance and vesting periods; align executive and shareholder interests and reward for superior performance rather than creating a sense of entitlement and without encouraging excessive or unnecessary risk taking. See “Executive Compensation – Compensation Discussion and Analysis” on page 19.

• Stock ownership guidelines that require NEOs to hold stock equal to at least a specified multiple of their base salaries.

• Blackout and stock trading policies that require permission to trade in Emerson stock.

• Clawback policies that allow us to reduce, cancel or recover incentive compensation tied to intentional misconduct that led to a material restatement of our financial statements or in connection with violations of the Company’s ethics and compliance programs and policies, including our Code of Conduct. See “Policies Supporting Our Fundamental Principles” on page 33.

• Pledging and anti-hedging policies that prohibit certain speculative transactions that are not in alignment with our shareholders. Specifically, our hedging policy prohibits any officer (including any executive officers) and Directors from engaging in transactions to hedge or offset value declines in the value of our stock, regardless of how acquired, such as short selling, put or call options, forward sale or purchase contracts, equity swaps and exchange funds. Our pledging policy prohibits pledging of Company shares as collateral for a loan by Directors or elected officers. See “Policies Supporting Our Fundamental Principles” on page 33.

Review, Approval or Ratification of Transactions with Related Persons

We have developed and implemented processes to obtain and review all transactions and relationships in which the Company and any of our Directors, Director nominees or executive officers, or any of their immediate family members, are participants, and to determine whether any of these individuals have a direct or indirect material interest in any such transaction. Our Corporate Governance and Nominating Committee reviews and provides oversight over related party transactions. Transactions that are determined to be material to a related person are disclosed as required. Pursuant to these processes, all Directors and executive officers annually complete 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 review the nature and extent of business between the Company and other companies affiliated with our Directors or executive officers. Under the Company’s ethics program, an executive officer is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest 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. A Director is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Board. In each case, the Board 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 ethics program 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 ethics program requirements for Directors and executive officers may only be granted by the Board of Directors. The Company’s ethics program documents can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics.

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BOARD AND COMMITTEE OPERATIONS

Certain Business Relationships and Related Party Transactions

Based on the review described above, there were no transactions from October 1, 2021, 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, nominees 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.

Director Independence

The Board has determined that all current Directors, other than Mr. Karsanbhai, are independent, as defined under the general independence standards of the New York Stock Exchange (“NYSE”). C. A. H. Boersig retired from the Board at the 2022 Annual Meeting but was determined to be independent while he served. All Directors identified as independent meet the Board adopted independence standards. These standards are included in Appendix A and are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Principles & Practices.

In the course of the Board’s independence determinations, 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:

• Levatich and Lee, 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 in fiscal 2022 were less than 0.02% of such other company’s annual revenue and in each year were immaterial and well below the threshold set in the Emerson independence standards.

• Golden, the annual amount paid by Emerson to the law firm of which he was formerly a partner and determined that the amount of such payments in fiscal 2022 was less than 0.9% of such firm’s annual revenues and was in each year immaterial and well below the threshold set in the Emerson independence standards.

• Turley, 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, below the threshold set in the Emerson independence standards, were made through the Company’s normal corporate charitable donation approval process and were not made on behalf of any Director. For 2022, the amounts of such contributions were $785,000 to the Municipal Theatre Association of St. Louis and $25,000 to Forest Park Forever. These last two organizations are prominent St. Louis civic organizations to which Emerson, as a St. Louis headquartered company, has provided substantial support for over 30 years, long before Mr. Turley joined the Emerson Board or the boards of these organizations.

Committees of Our Board of Directors

Our Board of Directors has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow Directors to engage in deeper analysis and oversight in specific areas of importance. The members and Committee Chairs are designated by the Board based on recommendations from the Corporate Governance and Nominating Committee. The Chair of each Committee helps develop the agenda for that Committee and provides a report to our Board on Committee activities. Each Committee annually reviews the adequacy of its Charter and conducts an evaluation of its performance.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     11

BOARD AND COMMITTEE OPERATIONS

Our Board has adopted written Committee charters which are available on our website, www.Emerson.com, Investors, Corporate Governance, Committee Charters. The primary responsibilities and membership of each Committee are below:

COMMITTEE	PRIMARY RESPONSIBILITIES AND MEMBERSHIP
AUDIT	The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, internal audit process, risk management (including technology and cybersecurity), compliance with legal and regulatory requirements and the independent audit of the annual financial statements. The Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations. The Committee reviews with management major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. The members of the Audit Committee are L. M. Lee (Chair), M. A. Blinn, C. Kendle, M. S. Levatich and J. S. Turley. The Board has determined that each member is independent under the enhanced audit committee independence standards in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing standards. The Board has also determined that M. A. Blinn, L. M. Lee and J. S. Turley are Audit Committee Financial Experts under SEC rules. The Committee met four times in fiscal 2022.
COMPENSATION	The Compensation Committee discharges the Board’s oversight of the Company’s executive compensation program and produces the Committee’s proxy statement report on executive compensation. Among other things, the Committee approves goals and objectives, evaluates performance and sets compensation for the CEO; approves elements of compensation for and oversees the evaluation of certain other officers, including the NEOs; oversees the Company’s equity incentive plans; and monitors the Senior Management Succession Plan. The current Compensation Committee members are G. A. Flach (Chair), M. A. Blinn, M. Craighead and W. H. Easter III. The Board has determined that each member meets the enhanced NYSE independence standards and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended (“IRC”) and as a “non-employee director” under Rule 16b-3 of the Exchange Act. C. A. H. Boersig retired from the Board during fiscal 2022 but was determined to be an independent member of the Committee during his term. The Committee met six times in fiscal 2022.
CORPORATE   GOVERNANCE   AND NOMINATING	The Corporate Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual Board and Committee evaluations; discharges the Board’s responsibilities related to Director compensation; identifies, evaluates and recommends individuals for Board and Committee membership; makes recommendations as to the size and composition of the Board and its Committees; and reviews the Company’s conflict of interest policies, codes of ethics, important public policy issues and issues of corporate social responsibility, including health, safety, environmental and sustainability policies and reporting, political activities and compliance with related laws and regulations, and oversees management’s implementation thereof. The members of the Committee are J. B. Bolten (Chair), M. Craighead, C. Kendle and J. S. Turley. The Board has determined that all members are independent under NYSE listing standards. The Committee met four times in fiscal 2022.
EXECUTIVE	The Executive Committee exercises Board authority between Board meetings on matters in which specific direction has not been given by the Board, to the extent permitted by law and except for certain specified matters. The members of the Committee are J. S. Turley (Chair), J. B. Bolten, G. A. Flach, A. F. Golden, S. L. Karsanbhai and L. M. Lee. The Committee did not meet in fiscal 2022.
FINANCE	The Finance Committee advises the Board with respect to the Board’s oversight of the Company’s financial affairs, including long-range financing requirements and strategy, capital structure, dividend and share repurchase policies, short-term investment policy and hedging strategies, and retirement plans, as well as Company charitable contributions and the Emerson Charitable Trust. The members of the Committee are A. F. Golden (Chair), W. H. Easter III, G. A. Flach, L. M. Lee and M. S. Levatich. The Committee met five times in fiscal 2022.

Board and Committee Evaluations

Our Board assesses annually its effectiveness and that of its Committees. All Directors complete an evaluation form for the Board and for each Committee on which they serve. These forms include numerical ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas Directors believe the Board can improve or in which its performance is strong. The evaluation results are reported to the full Board, and each Committee is provided with its Committee evaluation results. The Corporate Governance and Nominating Committee oversees the process. Evaluation topics include number and length of meetings, topics covered and materials provided, Committee structure and activities, Board composition, including any comments on other members of the Board and their expertise, succession planning, Director participation and interaction with management and promotion of ethical behavior. Our Board discusses the results of each annual evaluation and, as appropriate, implements enhancements and other modifications identified during the evaluation.

Also as part of the annual self-assessment process, the Chair of the Board meets with each Director individually to solicit peer-to-peer evaluations. The Chair then meets with each Director individually to provide feedback on their performance that was obtained in the peer-to-peer evaluation sessions.

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BOARD AND COMMITTEE OPERATIONS

Corporate Governance and Nominating Committee

Nomination Process

The Corporate Governance and Nominating Committee is primarily responsible for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The Committee, which consists entirely of independent directors under applicable SEC rules and NYSE listing standards, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The Committee reviews potential nominees from several sources, including Directors, management, shareholders or others. The Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. The Committee retained Spencer Stuart in 2021 to assist in identifying and evaluating potential candidates.

In evaluating potential nominees, the Committee considers the knowledge, reputation, experience, integrity and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board and their ability to devote sufficient time and effort to their duties as Directors. The Board considers the following experience particularly relevant: global business, technology and innovation, business development, large company CEO or COO, financial leadership or expertise, corporate governance, operational leadership, industry, end markets and targeted growth areas, as well as experience on the boards of other major organizations. The Company’s Corporate Governance Principles and Practices set forth the minimum qualifications for nominees. Candidates are interviewed multiple times by the Chair of the Board, the CEO, the Chair of the Corporate Governance and Nominating Committee and other members of the Board to ensure that candidates not only possess the requisites skills and characteristics, but also the personality, leadership traits, work ethic, and independence of thought to effectively contribute as a member of the Board. The best candidates are then recommended by the Committee to the Board.

To ensure that the Board continues to evolve and be refreshed in a manner that serves the Company’s changing business and strategic needs, before recommending for re-nomination a slate of incumbent directors for an additional term, the Committee also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the periodic review the Committee performs of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole, and the results of the Board’s annual evaluation.

The Board’s policy is to seek qualified candidates. In evaluating candidates, the Committee will consider diversity criteria such as race, ethnicity, gender, cultural background, national origin, religion, disability, age or sexual orientation. The Board seeks to maintain a balance of perspectives, qualities and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. The Board is committed to using refreshment opportunities to strengthen its cognitive diversity. To accomplish this, existing Board members and outside agencies are required to recommend candidates to further these objectives. The Board’s success on these objectives is measured by the range of viewpoints represented on the Board.

The Committee will consider candidates recommended by shareholders if required biographical information is properly submitted as described in “Other Matters – Future Shareholder Proposals and Nominations” on page 61. Properly submitted shareholder recommendations are sent to the Committee and will receive the same consideration as others identified to the Committee.

The Company’s Bylaws permit shareholders to nominate Directors at an annual meeting of shareholders or at a special meeting at which Directors are to be elected. The procedures for making such nominations are discussed in “Other Matters – Future Shareholder Proposals and Nominations” beginning on page 61.

Director Orientation and Continuing Education

Our orientation process familiarizes new Directors with the Company’s businesses, operational strategy, and policies to optimize their Board service in their assigned committees. New Directors receive an extensive suite of onboarding materials which addresses topics including director roles and responsibilities, corporate governance policies and procedures, leadership structure, and Company strategy. We encourage our Directors to engage in continuing education to help ensure our Directors maintain a deep and up-to-date understanding of the critical issues and corporate governance developments relating to the operation of public company boards. We also provide Directors with access to director education programs provided by third parties.

Proxy Access

In 2017, the Board amended the Company’s Bylaws to permit up to 20 shareholders owning in the aggregate at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holders and the nominees satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. For more information on how to submit a nominee for inclusion in Company proxy materials pursuant to these provisions, see “Other Matters – Future Shareholder Proposals and Nominations” on page 61.

In fiscal 2021, the Board amended the Company’s proxy access Bylaw to remove a limitation relating to our classified board structure. The limitation provided that as long as we maintained a classified Board, the maximum number of proxy access nominees in a year could not exceed one-half of the number of Directors to be elected at that annual meeting.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     13

BOARD AND COMMITTEE OPERATIONS

Director Compensation

Processes and Procedures for Determination of Director Compensation

The Corporate Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis and to make recommendations. Based on this analysis, management makes recommendations regarding Director compensation for the Committee’s consideration. Frederic W. Cook & Co. prepared this analysis for fiscal 2022. Changes were recommended by management and the Committee and made by the Board.

Director Compensation Program

Each non-management Director is paid an annual retainer comprised of cash and equity in the form of restricted stock or restricted stock units (“RSUs”), as well as meeting fees and reimbursement of expenses. The Board Chair and each Committee Chair receive an additional cash retainer. Mr. Karsanbhai does not receive any additional compensation for service on the Board. In fiscal 2022, the Director compensation program provided for the following payments:

Type	Amount
Annual Cash Retainer	$140,000
Restricted Stock or RSU Retainer	$175,000
Board Chair Retainer	$200,000
Committee Chair Retainers	Audit and Compensation – $25,000 each Finance and Corporate Governance & Nominating – $20,000 each
Meeting Fees	No additional fees for the first 24 meetings and then $1,500 for each additional Board or Committee meeting thereafter.

Effective October 1, 2021, the cash portion of the annual retainer was increased to $140,000, the annual restricted stock or RSU retainer was increased to $175,000 and meeting fees were eliminated for the first 24 Board or Committee meetings per year.

Emerson’s Director Stock Ownership Policy generally requires non-management Directors to hold stock equal to five times annual cash compensation, subject to a phase-in policy for new Directors. Our non-management Directors generally are required to hold all restricted stock and RSUs until retirement from our Board. The awards generally do not vest 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, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2022, the applicable prime rate ranged from 3.25% to 6.25%, while 120% of the applicable federal long-term rate ranged from 2.07% to 3.95%. A. F. Golden participated in this deferral program during fiscal 2022 and above-market earnings on his deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash.

As part of the Company’s charitable contributions practice, the Company may, in the Board’s discretion, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon retirement from the Board (as determined by the Board), taking into account the Director’s Board tenure, accomplishments, and other relevant factors.

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BOARD AND COMMITTEE OPERATIONS

The table below sets forth non-management Director compensation for fiscal 2022.

Director Compensation Table

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 ($)
Mark A. Blinn		140,000		174,936		—		—		314,936
Clemens A. H. Boersig(6)		46,667		—		—		—		46,667
Joshua B. Bolten		160,000		174,936		—		10,000		344,936
Martin S. Craighead		140,000		174,936		—		—		314,936
William H. Easter III		140,000		174,936		—		—		314,936
Gloria A. Flach		165,000		174,936		—		—		339,936
Arthur F. Golden		160,000		174,936		36,640		10,000		381,576
Candace Kendle		140,000		174,936		—		5,000		319,936
Lori M. Lee		162,917		174,936		—		4,400		342,253
Matthew S. Levatich		140,000		174,936		—		10,000		324,936
James S. Turley		344,166		174,936		—		—		519,102

(1) Mr. Karsanbhai is the only current management Director. His compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director.

(2) On February 1, 2022, the Directors then in office were awarded 1,905 shares of restricted stock with a total value of $174,936 ($175,000 divided by the grant date fair value of Emerson stock, rounded down to the nearest whole share) representing their fiscal 2022 restricted stock award. Each amount constitutes the aggregate grant date fair value of restricted stock calculated in accordance with FASB ASC Topic 718.

(3) The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2022, is: Mr. Blinn-6,235; Mr. Bolten-24,267; Mr. Craighead-7,340; Mr. Easter-4,425; Ms. Flach-11,834; Mr. Golden-3,692; Dr. Kendle-3,692; Ms. Lee-8,586; Mr. Levatich-23,098; and Mr. Turley-20,931.

(4) Includes above-market earnings for fiscal 2022 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$36,640. Also includes the aggregate change in the actuarial present value of Mr. Golden’s accumulated pension benefit for fiscal 2022 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors. However, pursuant to applicable regulations, does not include the aggregate decline in actuarial present value of $69,000 for Mr. Golden. The Continuing Compensation Plan for Non-Management Directors was terminated on June 4, 2002. Mr. Golden remains eligible for such plan because he was a Director prior to termination of the plan. Mr. Golden will, after termination of service, receive $30,000 annually for life, which was the annual cash retainer in effect on that date. If service terminates because of death, the benefit will be paid to his surviving spouse for five years.

(5) Includes 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.

(6) Mr. Boersig retired from the Board at the 2022 Annual Meeting.

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BOARD AND COMMITTEE OPERATIONS

Audit Committee

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, financial and reporting controls, the performance of the internal audit function, risk management, the independent audit process of the Company’s annual financial statements and the Company’s compliance with legal and regulatory requirements. Management is responsible for these processes.

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. Additionally, the Committee provides oversight of the Company’s processes for managing cybersecurity risk, including the Company’s framework for preventing, detecting, and addressing cybersecurity, and processes and metrics related to our management of human capital and our stated diversity goals. An independent third party is used to audit our systems and processes for alignment with ISO 27001.

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, 2022, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls. The Committee also reviews the Company’s quarterly earnings press releases and reports on Form 10-Q prior to distribution and filing.

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 by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. 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 the applicable requirements of the PCAOB.

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, including timing, risk assessments, locations and coverage, and any reliance by the external auditors on work performed by the internal auditors. The Committee meets at least quarterly 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 accounting and financial reporting.

The Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations and approval. The Committee has evaluated whether retaining KPMG LLP (KPMG) as the Company’s independent auditor for the year is in the best interest of Emerson and its shareholders. The Committee considers whether KPMG’s known legal risks include involvement in proceedings that could impair their ability to perform the annual audit, and reviews historical and proposed KPMG fees charged to the Company.

In performing its review, the Committee also considers the quality, candor and effectiveness of KPMG’s communications with the Committee and management; how effectively KPMG maintained its independence as demonstrated by exercising judgment, objectivity and professional skepticism; reports of the PCAOB; and other available data regarding the quality of work performed by KPMG; KPMG’s long tenure and experience as the Company’s auditor, and the geographic reach and expertise of KPMG to address the demands placed on an auditor by the global breadth and complexity of Emerson’s business in terms of quantity, quality and location of staff.

The Committee also considers whether, to assure continuing auditor independence, there should be rotation of the independent registered public accounting firm.

The Committee is responsible for the selection of the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. When appropriate, KPMG provides a list of candidates for the role of lead engagement partner, who are then interviewed by members of senior management. The Committee considers their recommendations and those of KPMG leadership, evaluates the candidate’s qualifications, strengths and weaknesses and selects the lead engagement partner.

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, 2022, for filing with the Securities and Exchange Commission. In accordance with its Charter, the Committee has reappointed KPMG as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for fiscal 2023, based on their overall qualifications, objectivity, significant experience and understanding of the Company’s operations, and their ability to deploy resources to match Emerson’s global operations.

Audit Committee
Lori M. Lee, Chair	Mark A. Blinn	Candace Kendle	Matthew S. Levatich	James S. Turley

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BOARD AND COMMITTEE OPERATIONS

Fees Paid to KPMG LLP

Fees paid to KPMG LLP, the Company’s independent registered public accounting firm:

$ in millions	2021		2022
Audit Fees	$	20.4	$	25.6
Audit-Related Fees		1.4		9.8
Tax Fees		0.3		0.3
All Other Fees		—		—
Total KPMG LLP Fees	$	22.1	$	35.7

Audit Fees primarily represent the cost for the audit of the Company’s annual financial statements, reviews of quarterly SEC filings and statutory audits at non-U.S. locations. This includes $4.1 million of fees for AspenTech, which is a majority owned subsidiary of the Company.

Audit-Related Fees are primarily attributable to audit procedures related to potential divestitures, acquisition and divestiture due diligence, audits of employee benefit plans and statutory filings.

Tax Fees are related to tax compliance services.

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, Investors, Corporate Governance.

Compensation Committee

The Compensation Committee operates under a written charter that details the Committee’s authority, composition and procedures. The Committee may 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 meeting.

For fiscal 2022, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs, policies and practices for its employees, including the Company’s executive compensation program and practices. The Committee accepted the result of these reviews that our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business. See “Our Compensation Best Practices” on page 23 and “Policies Supporting our Fundamental Principles” on page 33 for additional information.

Role of Executive Officers and the Compensation Consultant

Executive Officers

As described in “Compensation Discussion and Analysis – Setting Annual Total Compensation” on page 25, our CEO makes recommendations to the Compensation Committee based on management input regarding total compensation of the other executive officers. Management also develops and presents to the Committee design recommendations for compensation programs.

The Compensation Committee has unrestricted access to management and may request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the CEO, except for executive sessions and discussions of his own compensation, Senior Vice President and Chief People Officer, 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 CEO’s compensation with the Board in executive sessions of non-management Directors only.

Compensation Consultant

The Compensation Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. 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 2022, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Management engages Frederic W. Cook & Co. from time to time to assist with executive compensation program design and competitive pay analysis as well as director compensation analysis. The Committee reviews this information in determining compensation for the NEOs. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Information” on page 24.

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BOARD AND COMMITTEE OPERATIONS

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 the interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 12, “Compensation Committee” on page 17 and “Role of Our Compensation Committee” on page 21.

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the NEOs. See “Compensation Discussion and Analysis” beginning on page 19. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal 2022 with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2023 Annual Meeting of Shareholders.

Compensation Committee
Gloria A. Flach, Chair	Mark A. Blinn	Martin S. Craighead	William H. Easter III

Compensation Committee Interlocks and Insider Participation

The functions and members of the Compensation Committee are set forth above under “Compensation” on page 12. 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 2022, 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.

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation programs and practices regarding our Named Executive Officers (“NEOs”) for the 2022 fiscal year. Our NEOs for fiscal 2022 included our Chief Executive Officer, Chief Financial Officer and the next three most highly compensated officers, listed below:

NEO NAME	NEO TITLE
Surendralal (Lal) L. Karsanbhai	President & Chief Executive Officer
Frank J. Dellaquila	Senior Executive Vice President and Chief Financial Officer
Ram R. Krishnan	Executive Vice President and Chief Operating Officer
Mark J. Bulanda	Executive President Automation Solutions
Sara Y. Bosco	Senior Vice President, Secretary and General Counsel

Executive Summary

At Emerson, our goal is to attract and retain talented executives who deliver value to our shareholders through the achievement of the Company’s specific business objectives, such as consistent growth in earnings per share, cash flow and return on investments. Our executive compensation program and overall pay for performance philosophy align with that goal and drive our results.

In fiscal 2022, the Company took decisive steps to position Emerson as a leading global automation company. In addition to the significant progress made in our portfolio transformation, the Company continued to advance its culture evolution, expanded its industrial software capabilities and continued its strong operational execution.

Fiscal 2022 Performance Highlights

66 Consecutive years of increased dividends to shareholders

• Strong and consistent financial performance despite a challenging external environment for the Company and the essential industries we serve

• Net sales of $19.6 billion, an 8% increase year-over-year, with underlying sales up 9%

• Earnings per share increased 42% to $5.41, with adjusted earnings per share up 16% to $5.25

• Pre-tax margin up 480 basis points and adjusted EBITA up 180 basis points

• Operating cash flow of $2.9 billion and free cash flow of $2.4 billion

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EXECUTIVE COMPENSATION

Purpose Driven - Culture, Portfolio and Execution

At Emerson, our Purpose is to drive innovation that makes the world healthier, safer, smarter and more sustainable. Our Purpose builds on and is supported by our foundational Values of Integrity, Collaboration, Safety & Quality, Continuous Improvement, Customer Focus, Innovation and Support Our People. In this transformative time for our Company, through portfolio reshaping and continued global economic and social obstacles and challenges, we are focused on strategically driving the Company forward through three priority areas: Culture, Portfolio and Execution. We want to continue to build upon our legacy and advance our business with intention and purpose and reinforce a strong future of Emerson for our employees, communities, customers, shareholders and valued partners.

Culture

We believe that strengthening the foundation of our culture by continuing our focus on our people will make our Company more collaborative, innovative and successful. We are committed to enabling a culture where everyone feels valued, trusted and empowered and continuing to integrate environmental, social and governance (ESG) priorities, including as part of our total compensation discussions and programs. In June 2022, the Company published its most recent ESG report. That report outlines the Company’s ESG plans and goals, which include specific net zero and DE&I goals. We also implemented a global listening strategy, created remote working guidelines, and fostered an inclusive environment through our more than 12,000-person Employee Resource Group community. Further, in determining fiscal year 2022 annual bonuses, the Compensation Committee considered the Company’s progress in our announced GHG and DE&I goals.

Portfolio

In fiscal 2022, the Company accelerated critical portfolio changes at a scale that is unprecedented in its recent history. These portfolio changes (below) are reshaping the Company into a focused automation leader. The Company expects these actions to deliver higher growth and a cohesive portfolio.

• Completed the combination of the Company’s industrial software businesses – OSI Inc. and its Subsurface Science and Engineering business – with AspenTech to create a global industrial software leader, of which Emerson owns a 55% interest

• Approved the pending acquisition of Micromine by AspenTech

• Completed the acquisition of Fluxa, a life sciences software provider to help customers accelerate the speed to market for new therapies, drugs and vaccines

• Completed the acquisition of Mita-Teknik, a leader in the control automation business for renewable power

• Completed the sale of Therm-O-Disc

• Completed the sale of the InSinkErator (closed in October 2022)

In October 2022, the Company announced an agreement to sell a majority stake in its Climate Technologies business to a joint venture with Blackstone. This is a key step in the Company’s transformation into a focused automation leader, and the Company expects that it will lead to additional strategic investments in automation markets.

Execution

The Company’s financial performance highlighted its strong focus on execution as it navigated the impact of the global pandemic, geopolitical challenges, supply chain disruptions, labor shortages and inflation. The Company delivered 8% net sales and 9% underlying sales growth, a 42% earnings per share, 16% adjusted earnings per share increase, operating cash flow of $2.9 billion, free cash flow of $2.4 billion, and 90% operating cash flow conversion with 98% adjusted free cash flow conversion. Through this transformative year, the Company also continued to reinvigorate its organic growth engine through innovation and commercial excellence programs. The Company’s portfolio actions position it to be a more focused automation company that is accelerating key growth initiatives such as industrial software enablement, energy transition readiness and end-market diversification.

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EXECUTIVE COMPENSATION

Pay for Performance Fundamental Principles

Our executive compensation program is based on a consistent set of key principles that directs compensation decisions and communicates to participants the Company’s Purpose, core Values, critical business strategies and performance objectives. These principles guide the performance objectives that drive strong results to maximize shareholder value, make Emerson a good global citizen, enhance critical capabilities for us and our customers and encourage career-long commitments to the Company.

These fundamental compensation principles include:

• Maximizing shareholder 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 executive and shareholder interests by providing long-term stock-based incentives as a significant portion of total compensation;

• Attracting and retaining talented executives by providing competitive compensation and career-growth opportunities; and

• Rewarding overall corporate results while recognizing individual contributions.

Shareholder Engagement and Compensation Program Benchmarking   We engage with and value the feedback of our shareholders on the components of our executive compensation program. We also regularly engage with our independent compensation consultants and other industry groups to work to ensure that we are continually reviewing and evolving our compensation programs with competitive market standards. We share feedback received on our compensation programs and market practices with our Compensation Committee. Our Compensation Committee carefully considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation programs. Emerson’s shareholders again expressed strong support for our executive compensation program at our 2022 Annual Meeting, with a vote of nearly 89% in support.

Role of Our Compensation Committee

Our Compensation Committee acts on behalf of our Board to establish our compensation philosophy and oversee our executive compensation program. The current members of our Compensation Committee are Gloria A. Flach (Chair), Mark A. Blinn, Martin S. Craighead and William H. Easter III. Pursuant to its Charter, which can be found on our website at www.Emerson.com, our Committee is responsible for:

Compensation Responsibilities

Organizational/Talent Responsibilities

•  Reviewing and approving compensation of our CEO, NEOs and other executive officers •  Reviewing and approving all compensation plans and aggregated payouts •  Reviewing CEO compensation with non-management members of the Board •  Designating comparator group companies to determine competitive market pay ranges •  Establishing performance objectives and benchmarks for performance-based incentive programs •  Monitoring NEO stock ownership •  Approving all executive benefit plans

•  Evaluating CEO’s performance •  Reviewing and discussing performance and leadership potential of NEOs and other executive officers with the CEO •  Working with the CEO on succession planning for executive management and our next generation of leaders

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     21

EXECUTIVE COMPENSATION

Compensation Mix

In determining the total compensation of each of our NEOs, the Compensation Committee balances the compensation mix considering the executive’s level of responsibilities, leadership and career potential, individual performance and service with the Company, with the objective of achieving a high and sustainable level of Company and individual performance. At-risk compensation (annual cash bonus and performance shares) increases as responsibilities increase and generally makes up 75% or more of the total compensation mix for our NEOs. Total compensation is targeted to the median market range of our compensation comparator group.

Annual Cash Compensation
Base Salary	Reflects specific job responsibilities and individual experience and performance, targeted in the median market range
Annual Bonus	Rewards achievement of the Company’s annual financial, operating and ESG goals and considers individual performance, contributions and leadership, among other factors
Long-Term Stock-Based Incentive Compensation
Performance Shares	Supports achievement of long-term strategic operating goals, such as consistent and sustained earnings per share and cash flow, in order to deliver shareholder value; awards prior to fiscal 2021 are benchmarked against global gross domestic product growth (G7 GDP +3%); in fiscal 2021, a relative total shareholder return benchmark was also included; for the fiscal 2022 – 2024 Performance Shares Program, defined operating targets were set (replacing the G7 GDP +3% growth benchmark) and again benchmarked against relative total shareholder return for the performance period •  The primary long-term compensation element •  Three-year performance period •  Aligns executive pay with shareholder interests
Restricted Stock	Supports succession planning, critical retention and key leadership development efforts •  Used only in special situations without any set frequency or value level •  Awards are highly selective •  Cliff vests no sooner than 3 years and generally 5 to 10 years

Key Compensation Decisions in Fiscal 2022

• Awarded annual cash bonuses for fiscal 2022 to all NEOs and utilized an ESG performance modifier based on the achievement of ESG targets in support of our publicly disclosed leadership representation and GHG goals

• Recently introduced changes to our annual cash bonus program to incorporate objective targets for fiscal 2023 cash bonuses. These targets are metrics-based both on financial and ESG targets: GHG emissions reductions and diversity targets (women and U.S. minorities in leadership)

• Awarded performance shares to all NEOs, subject to the achievement of financial targets for the three-year performance period ending September 30, 2024

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EXECUTIVE COMPENSATION

Our Compensation Best Practices

	What We Do		What We Don’t Do
	At-Risk Pay: At-risk compensation increases as responsibilities increase		No Golden Parachutes: No executive employment or individual change of control agreements or “golden parachutes”
	Talent Management: Robust compensation and performance review and planning process		No Stock Hedging or Pledging: No hedging or pledging of Company securities
	Risk Analysis: Compensation Committee annual assessment of compensation risks		No Executive Loans: No loans to executives or purchases of Company securities on margin
	Focus On Retention: Utilize highly-selective restricted stock awards for critical retention and succession planning purposes		No Repricing of Options: No repricing or buyout of underwater stock options
	Executive Officer Severance Policy: No severance in excess of 2.99 times current NEO cash compensation without shareholder approval		No Guaranteed Bonuses: Cash bonuses are not guaranteed for NEOs
	Non-competes and Non-solicits: All awards subject to non-competition and non-solicitation obligations		No Tax Gross-Ups: No tax gross-ups for NEOs (except for relocation policy applicable to all employees)
	Clawbacks: Maintain clawback rights on cash bonus and equity awards		No Single-Trigger COC: Incentive plans require “double trigger” change of control
	Stock Ownership: NEOs’ actual ownership greatly exceeds stock ownership guidelines		No Excessive Perks: All executive perquisites are reviewed annually and align with our strategic goals
	Stock Trading Policy: Executives must obtain written permission from CFO and General Counsel before trading in Emerson stock
	Committee Consultant: Compensation Committee retains independent compensation consultant

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EXECUTIVE COMPENSATION

Competitive Market Information

How We Determine Our Compensation Comparator Group

The Compensation Committee annually reviews and approves the compensation comparator group that it uses to conduct market analysis and determine competitive pay ranges for our NEOs. As in prior years, the Committee reviewed a special study and screening prepared by Frederic W. Cook & Co. and selected compensation comparator companies for fiscal 2022 compensation based upon one or more of the following criteria (which are not assigned any specific weight):

	Net Revenue Approximately 1/2 to 2x Emerson revenues?		Innovation Brings innovation to market? Grows through repositioning existing product or service offerings? Expands to new market segments?
	Market Capitalization Approximately 1/2 to 2x Emerson market capitalization?		Global Presence Less than 40% of revenue from one country/region?
	Common Industries An Emerson main competitor? Do we compete for customers? Do we compete for talent?		Business Complexity Significant business presence in multiple different industries?
	Advanced Technology Employs high technology to fuel growth?		Emerson Customer A current Emerson customer in a familiar industry?

Fiscal 2022 Compensation Comparator Group Companies

For fiscal 2022, Ingersoll Rand and United Technologies were removed and Carrier Global, DuPont, Stanley Black & Decker and Trane were added, resulting in the 24-company compensation comparator group listed below:

Fiscal 2022 Comparator Group
Carrier	DuPont	Honeywell	Parker Hannifin	TE Connectivity
Caterpillar	Eaton	Illinois Tool Works	PPG	Textron
Cummins	Fluor	International Paper	Raytheon	Trane Technologies
Danaher	General Dynamics	Lockheed Martin	Schlumberger	3M
Deere	Goodyear Tire	Northrop Grumman	Stanley Black & Decker

Emerson vs. Compensation Comparator Group

Source: Capital IQ

Results as of 9/30/22

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EXECUTIVE COMPENSATION

Compensation of our Named Executive Officers

Setting Annual Total Compensation

The Compensation Committee targets annual total compensation (cash and annual long-term stock compensation) for our NEOs in the median market range of our compensation comparator group. To determine the median market range, the Committee uses a competitive pay analysis of total compensation for the proxy reported officer positions at the compensation comparator group companies prepared by Frederic W. Cook & Co. The Committee also reviews and confirms the competitive market pay analysis with Exequity, its independent compensation consultant. The competitive pay analysis is not used to establish performance goals in the Company’s compensation programs. The Committee does monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific pay ratio is targeted.

For the fiscal 2022 annual bonus, the Committee did not set specific financial or operating targets related to annual cash compensation and pay determinations were not based on any formula. Actual pay was dependent on Company and individual performance and based on the Committee’s informed judgment. However, for 2022, the Committee utilized an ESG performance modifier based on the achievement of ESG targets in support of our publicly disclosed leadership representation and GHG goals. This ESG modifier provided that the discretionary bonus amount determined by the Committee would be adjusted by plus or minus 7.5% based on progress toward the ESG goals.

The Committee meets in executive session to review and set the CEO’s compensation. For fiscal 2022, the Committee considered a number of factors in making its decision, including: market data, compensation elements, Company performance, tenure and experience, retention and the CEO’s individual performance, leadership, contributions to the Company and impact on results. The Committee also discusses the CEO’s compensation annually with the non-management Directors in executive session.

For the NEOs and other key executives, our CEO reviews with the Committee the individual performance and leadership potential of these key executives, along with the Company’s financial results, and makes individual pay recommendations to the Committee. The CEO’s recommendations are informed by our robust annual organizational review, compensation planning and performance review processes.

For the fiscal 2023 annual bonus, the Committee determined to shift to a formulaic bonus structure with pay dependent on the Company’s progress toward objective pay criteria utilizing adjusted EPS, operating cash flow and ESG goals.

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EXECUTIVE COMPENSATION

Fiscal 2022 CEO and NEO Performance

CEO Performance. In determining the appropriate level of total compensation for Mr. Karsanbhai, the Committee evaluated the Company’s strong and consistent financial performance in fiscal 2022 (summarized on page 19) and his focus and actions on Company’s strategy as driven by portfolio transformation, cultural evolution, and strong operational execution.

Mr. Karsanbhai’s annual total compensation (cash and annual long-term stock compensation) is in the median market range of our compensation comparator group. The Committee noted that Mr. Karsanbhai has successfully led the Company through this period of transition and highlighted the following significant accomplishments.

Fiscal 2022 CEO Accomplishments
	Led extensive M&A activity that positions us as a go-forward automation focused company and to provide higher gross profit margins and segment EBITA
	Redesigned the Emerson Management system to drive culture into our businesses through four critical initiatives: accelerated innovation, commercial excellence, operational execution and world-class M&A
	Furthered Emerson’s culture evolution through the establishment of a business led culture steering committee which has driven the articulation of our future state culture and culture activation roadmap
	Accelerated our environmental sustainability journey by committing to science-based net zero carbon GHG emissions across Scopes 1, 2 and 3 by 2045
	Realized significant improvements in safety across the company reaching a record low TRR of 0.27 representing 213 recordable injuries
	Achieved the diversity goals for the year with 21.4% women in leadership and 16.5% for U.S. minority and reached 15% participation across our eight global Employee Resource Groups
	Introduced Go Boldly as our new company tagline, embodying where we are going while valuing the many attributes that made Emerson special over the years
	Made six investments valued at $20 million in the $100 million Emerson Ventures Fund, investing in disruptive discrete automation solutions, environmental sustainability technologies and industrial software
	Refocused charitable giving to focus on early childhood education, pledging $200 million to address education inequity over the next 10 years
	Managed performance despite an unpredictable global economic environment affecting commodity prices, supply chain, logistics, and financing
	Closed the fiscal year with sales up 9.4%, adjusted EBITA margin expanded by 180 basis points, and adjusted EPS up 16.4% over 2021 despite very challenging market conditions
	Continued Emerson’s longstanding commitment to creating shareholder value inclusive of the Company’s 66th consecutive year of increased dividends

Other Named Executive Officer Performance. In setting compensation for the other NEOs, the Committee considered the Company’s strong and consistent fiscal 2022 financial performance, the mitigation of supply risks, labor shortages and other geopolitical challenges, the disciplined management of the Company’s business and operations, including through continued progress toward cost reset targets and the continued focus on safety and wellbeing of our employees, as well as our CEO’s evaluation of each NEO’s individual performance, leadership and accomplishments. The Committee also evaluated the NEOs based on their interactions with and presentations to the Board.

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EXECUTIVE COMPENSATION

NEO Fiscal 2022 Accomplishments
F. J. Dellaquila
		Implemented term financing for $6.0 billion cash portion of AspenTech acquisition purchase price, pre-funding a significant amount and reducing annual pre-tax interest cost by more than $40 million versus prevailing rates at time of closing in May 2022
		Provided complex analytical support for the decision process and subsequent negotiation of the divestiture of Climate Technologies, as well as for other portfolio transactions and managed pre-divestiture restructuring to maximize after-tax proceeds from divestitures
		Implemented processes to integrate AspenTech acquisition into Emerson financial reporting process and began integration of financing activity to minimize costs for both companies
		Centralized certain finance functions in best cost locations to reduce cost and improve quality of financial reporting
R. R. Krishnan
		Managed strategic global supply chain activities to ensure continued supply, production, and delivery for customers as business recovered from the global pandemic, reinforcing our commitment to our core Value of Customer Focus
		Launched transformation of indirect materials management across the enterprise, leveraging spend and resources to realize cost containment and productivity
		Drove execution of operating plans via the enhanced Emerson Management Process and collaboration to deliver top-quartile performance
		Enhanced Emerson’s world-class mergers and acquisitions capability, which enabled the successful closing of the transformative acquisition of a 55% controlling stake in Aspen Technologies, the work on the disposition of a majority interest in Climate Technologies, the sales of InSinkErator and Therm-O-Disc, and work on the acquisitions of Micromine, Mita-Teknik, and Fluxa
		Launched Emerson Ventures Inc. as a $100 million fund over five years focused on disruptive discrete automation technologies, industrial software, and environmental sustainability, and closed four investments in fiscal 2022
		Further unified the enterprise-wide IT function, expanded Emerson’s cloud utilization strategy, and achieved record high cost reduction and critical system operational performance, while supporting information systems requirements of portfolio actions
M. J. Bulanda
		Delivered record orders, strong sales growth with strong leverage on the growth to achieve record high adjusted EBITA
		Managed the platform to serve our customers through significant supply chain disruptions and delays, continued Covid related shutdowns, and dealing with the ramifications of the Russia-Ukraine conflict with a priority on protecting our people
		Continued to reinforce and evolve Emerson’s strategic commitment to software through the creation of a focused Industrial Software organization with a focus on growing Emerson’s software portfolio including delivering the synergies developed in conjunction with our investment in AspenTech
		Promoted DE&I efforts through key management development and appointments; continued focus to Support Our People through executive sponsorship of Emerson’s LGBTQ + Allies employee resource group
S. Y. Bosco		Oversaw legal risks evaluation for complex acquisitions to support Emerson’s evolving business portfolio, and drove efforts to manage complex IP and asbestos litigation strategy
		Drove efforts to optimize legal services spend through specific vendor management initiatives driving overall reductions and organization initiatives to drive consistency and standards across the company
		Managed risks evaluation process arising from trade sanctions actions taken by multiple nations in response to Russia’s military attacks in Ukraine, and rising trade tensions with China
		Oversaw implementation of enhanced product safety program, including assessments, audits and training
		Promoted DE&I through efforts on development opportunities and career development, designing governance protocols for company response to social issues and disinformation campaigns, and executive sponsorship of the Asia & Pacific Islander Alliance ERG

ESG Performance Modifier

After determining the discretionary bonus for fiscal 2022 based on the factors described above, the Committee adjusted the bonus amounts for the results of an ESG performance modifier based on the achievement of ESG targets in support of our publicly disclosed leadership representation and GHG goals. This ESG modifier provided that the discretionary bonus amount determined by the Committee would be adjusted by plus or minus 7.5% based on progress toward the ESG goals, including the Company’s goals to double the representation of women globally and U.S. minorities in leadership roles by 2030, and the Company’s goal to reduce GHG emissions by 20%, normalized to sales. As a result of this modifier, each of the NEO’s annual bonus was increased by 5%.

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EXECUTIVE COMPENSATION

Fiscal 2022 Annual Total Compensation Mix

We believe that our practice of setting a majority of our NEOs’ compensation as “at-risk” pay underscores our commitment to our fundamental pay-for-performance principles. By tying a significant percentage of NEO annual total compensation (cash and performance shares) to performance-based pay that is dependent on achievement of the Company’s performance goals as well as the consistent attainment of strong individual performance, we maximize the value we can deliver to shareholders. In fiscal 2022, 91% of our CEO’s annual pay and an average of 84% of the other NEOs’ annual pay was comprised of “at-risk” compensation (calculated on base salary paid as shown in Summary Compensation Table; amounts do not include other forms of compensation shown in the Summary Compensation Table or special restricted stock grants).

Annual Cash Compensation

The Committee targets total annual cash compensation in the median market range of total cash compensation, while placing more emphasis on performance-based annual cash bonus than on base salary. Base salary is the only guaranteed component of our NEOs annual total compensation and generally represents 10-20% of annual total compensation. Bonus generally represents 15-25% of annual total compensation.

Base Salary. The Compensation Committee generally determines NEO base salaries effective as of October 1 of each year. Fiscal 2022 base salary increases were based on the Committee’s review of the Company’s fiscal 2022 performance, individual performance, and potential and competitive market compensation. The Committee also considered market survey data that the predicted merit increase, without promotions, for comparable executive positions.

NEO Name	FY 2021			FY 2022		% Change
S. L. Karsanbhai (1)	$	1,200,000		$	1,260,000		5	%
F. J. Dellaquila	$	762,000		$	800,000		5	%
R. R. Krishnan (2)	$	700,000		$	750,000		7	%
M. J. Bulanda (3)	$	650,000		$	680,000		5	%
S. Y. Bosco		(4	)	$	775,000		—

(1) Mr. Karsanbhai was appointed CEO on February 5, 2021.

(2) Mr. Krishnan was appointed Executive Vice President and Chief Operating Officer on February 17, 2021.

(3) Mr. Bulanda was appointed Executive President Automation Solutions on February 17, 2021. Mr. Bulanda is retiring from the Company effective December 31, 2022.

(4) Ms. Bosco was not an NEO for fiscal 2021.

As shown above, for fiscal 2022, base salary (the only guaranteed portion of NEO compensation) comprised only 9% of our CEO’s and an average of 16% of our other NEOs’ annual total compensation.

Bonus. In determining fiscal 2022 bonuses, the Compensation Committee reviewed the Company’s strong financial performance and strong actions in portfolio, culture and execution, as well as the individual performance and leadership of each NEO. The Committee used discretion and based its decisions on its informed judgment considering these factors collectively. No individual weightings were assigned to any of these factors.

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As discussed above, after determining appropriate discretionary bonuses, the Committee adjusted the bonus amounts based on the results of an ESG performance modifier based on the Company’s achievement of ESG targets in support of our publicly disclosed leadership representation and GHG emission reduction goals. As a result of this modifier, each of the NEO’s annual bonus was increased by 5%. In addition, with respect to the year-over-year increase in NEO bonuses, the Committee considered key actions that occurred in the fiscal year related to the shaping and transformation of the Company’s portfolio and the need to retain key leadership in a competitive market environment.

NEO Name	FY 2021			FY 2022		% Change
S. L. Karsanbhai (1)	$	2,016,000		$	2,600,000	29%
F. J. Dellaquila	$	1,200,000		$	1,365,000	14%
R. R. Krishnan (2)	$	600,000		$	1,050,000	75%
M. J. Bulanda (3)	$	640,000		$	708,750	11%
S. Y. Bosco		(4	)	$	656,250	— %

(1) Mr. Karsanbhai was appointed CEO on February 5, 2021.

(2) Mr. Krishnan was appointed Executive Vice President and Chief Operating Officer on February 17, 2021.

(3) Mr. Bulanda was appointed Executive President Automation Solutions on February 17, 2021. Mr. Bulanda is retiring from the Company effective December 31, 2022. See “Description of M.J. Bulanda Letter Agreement” on page 44.

(4) Ms. Bosco was not an NEO for fiscal 2021.

As shown above, for fiscal 2022, cash bonus comprised only 17% of our CEO’s and an average of 20% for our other NEOs’ annual total compensation.

Annual Long-Term Stock Compensation

The Committee targets total annual compensation for our NEOs in the median market range of our compensation comparator group, with performance-based stock compensation being the largest component of our NEOs annual total compensation. We value our long-term stock compensation awards based on the grant date fair value computed in accordance with FASB ASC Topic 718; however, an executive may realize more or less than his or her targeted long-term compensation depending on Company and stock performance over the performance period.

Performance Shares. Performance shares awards are the primary long-term compensation element and the cornerstone of our pay-for-performance philosophy. When determining the amount of an NEO’s annual award, the Committee may increase or decrease the amount based on individual performance. The Committee targets the median market range for each NEO’s total annual compensation. We believe that performance shares align the interests of our executives and shareholders and support the achievement of long-term strategic operating goals such as premium, sustained growth in earnings and cash flow.

Each annual Performance Shares Program has a three-year performance period with defined operating performance targets set by the Committee at the beginning of the period from the various measures set forth in the Company’s Incentive Shares Plans. An award of performance shares under the program represents the right to receive shares of our common stock to the extent the identified performance objectives are met. Dividend equivalents may be paid, but only on earned awards at the end of the performance period. Historically, payouts have been made primarily in common stock, with a portion paid in cash to cover tax obligations. To facilitate fixed accounting treatment for these awards beginning with the fiscal 2022 - 2024 Performance Shares Awards, the Company will no longer pay a portion of earned awards in cash (other than accrued dividends). Awards include confidentiality, non-competition and non-solicitation obligations and expanded clawback rights and are subject to a double-trigger change of control provision.

At the end of a performance period, the Committee reviews the Company’s financial results against the operating performance targets and certifies the level of achievement for payout of the awards. The Committee may include or exclude from both targets and actual results specified items of an unusual, non-recurring or extraordinary nature as allowed by the plans or as defined in the specific Program award agreement. Pursuant to our Incentive Shares Plans, the Committee also has the discretion to adjust a payout percentage where results and/or business climate warrant, except as may be defined in the specific Program award agreement. For the fiscal 2022 – 2024 Performance Shares Program, the Committee has adopted a defined set of acceptable adjustments, removing negative discretion under the Plans, to facilitate fixed accounting treatment.

For the fiscal 2021 – 2023 Performance Shares Program and earlier Programs, our operating targets were benchmarked to growth over nominal G7 GDP growth, and the target growth rate was set at three percentage points above G7 GDP. Beginning with our fiscal 2021 – 2023 Performance Shares Program, we also added a relative total shareholder return modifier benchmark (“rTSR”) to measure our total shareholder return performance relative to the S&P 500 Capital Goods Index group of companies (the “CGI Group”). After the payout percentage is determined by reviewing our financial performance for the performance period against the operating metrics, we will then measure our three-year total shareholder return relative to the CGI Group performance for the same period. If our total shareholder return is at or above the 80th percentile of the CGI Group, the payout percentage from operating results will be increased by 20 percentage points. If our total shareholder return is at or below the 20th percentile of the CGI Group, the payout percentage will be decreased by 20 percentage points. No adjustment to the payout percentage will be made for relative performance between the 20th and 80th percentile of the CGI Group.

For the fiscal 2022 – 2024 Performance Shares Program, we determined that the G7 GDP benchmark does not sufficiently reflect our strategic objectives for the performance period and our determination for increased value creation. Accordingly, for the fiscal 2022 – 2024 Program, we set

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EXECUTIVE COMPENSATION

specific operating growth targets and have removed the G7 GDP +3% growth benchmark. The new operating growth targets are based on our three year operating plan and are intended to be difficult but attainable and incentivize the achievement of that plan. The operating growth targets were set using defined growth rates of Adjusted EPS (weighted 60%) and cumulative free cash flow (weighted 40%). We also defined categories of acceptable adjustments removing any negative discretion. We retained the rTSR benchmark.

Fiscal 2022 – 2024 Performance Metrics

(Period from October 1, 2021 – September 30, 2024)

What do we consider when we make performance shares awards?

In making an individual annual award, the Committee considers the NEO’s: (1) ability to make a significant contribution to the Company’s financial results, (2) level of responsibility, (3) individual performance, (4) commitment to the Company’s Purpose, Values and the Enabling Pillars of Culture, Portfolio and Execution, and (5) leadership potential. The annual performance shares award generally represents more than half of the NEO’s total compensation, depending on the NEO’s role and responsibilities.

In fiscal 2022, 100% of our NEOs annual long-term incentive awards were performance-based awards.

Why these performance metrics?

Each year, the Compensation Committee works with executive management and its independent executive compensation consultant to review and establish financial and operational performance metrics that are consistent with our long-term strategic objectives and in line with market practices. The Committee sets targets for the three-year performance period that will challenge our business leaders to drive operating results that generate shareholder returns. At the end of the performance period, our NEOs earned awards are based on the level of achievement against these targets.

Historically, the Committee utilized earnings per share and cumulative free cash flow (operating cash flow less capital expenditures) as the metrics most appropriate to drive growth. However, beginning with the fiscal 2022 – 2024 Performance Shares Program, the Committee determined to utilize adjusted EPS instead of EPS to align with the use of adjusted EPS for the supplemental reporting of results to our shareholders, and cumulative FCF. The Company uses adjusted EPS to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

Adjusted Earnings per share (EPS)   EPS provides a holistic measure of the Company’s ability to create value for our shareholders. It emphasizes our operational performance measured through earnings growth, demonstrates the effectiveness of our capital allocation strategy through share repurchases and reflects tax efficient strategies. Adjusted EPS excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction, and AspenTech pre-closing costs, and certain gains, losses or impairments. Adjusted EPS aligns with the supplementation reporting of results to our shareholders. Free cash flow (FCF)   Cash generation is a true indicator of our earnings, asset management and investment performance. Operating earnings are the largest contributor to free cash flow and are the result of leverage on incremental sales, specific cost reduction and productivity initiatives, and price increases to offset inflation. Improvements in inventory management, days sales outstanding and days payable contribute to working capital reductions which also contribute to free cash flow. Investments in organic growth and acquisitions add to free cash flow. The return on these investments generate returns for our shareholders.

Growth Targets

For the fiscal 2022 – 2024 Performance Shares Program and the fiscal 2023 – 2025 Performance Shares Program, the Committee determined that the G7 GDP benchmark (as used in prior years) does not sufficiently reflect our strategic objectives for the performance period and our determination for increased value creation. Accordingly, we have set specific operating growth targets, removing the G7 GDP +3% growth benchmark for the performance period. The operating growth targets for the fiscal 2022 – 2024 Performance Shares Program are based on three year operating plan targets, weighted at 60% Adjusted EPS and 40% Cumulative FCF.

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We have retained the rTSR benchmark. The Committee will review our total shareholder return for the three-year period relative to the CGI Group. If our total shareholder return is above the 80th percentile or below the 20th percentile of the CGI Group, the payout percentage will be adjusted as discussed above.

How do we calculate results against our performance metrics?

At the end of the fiscal 2022 – 2024 Performance Period, the Committee will review our financial results against the performance targets set at the beginning of the performance period. Subject to the predefined categories of acceptable adjustments, the Committee will consider whether there are any adjustments that should be made to account for unusual, non-recurring or extraordinary items. The Committee will then certify the level of achievement against the targets for payout of the awards.

Determination of Adjusted EPS Performance Fiscal adjusted 2024 EPS will be calculated as a percentage of the adjusted EPS target. The adjusted EPS target is determined by the operating plan presented to the Board.

Free cash flow Cumulative free cash flow from fiscal 2022 – 2024 is calculated as a percentage of the free cash flow target. The free cash flow target is determined by the operating plan presented to the Board.

Maximum Payout Each performance metric is capped at 125% achievement, for a maximum aggregate payout for these awards of 125% prior to measuring rTSR for the performance period. If our total shareholder return is at or above the 80th percentile of the CGI Group, the payout percentage from operating results will be increased by 20 percentage points, which would provide for a maximum payout opportunity of 145%. If our total shareholder return is at or below the 20th percentile of the CGI Group, the payout percentage will be decreased by 20 percentage points. No adjustment to the payout percentage will be made for relative performance between the 20th and 80th percentile of the CGI Group.

Fiscal 2022 – 2024 Performance Shares Program Awards. In fiscal 2022, 100% of our NEOs’ annual long-term stock compensation was comprised of performance shares awards. The following individual performance shares awards were made to the NEOs:

NEO Name	FY 2022 – 2024     Performance Shares             Awarded ($ Value)(1)		FY 2022 – 2024    Performance Shares    Awarded (# Shares)
S. L. Karsanbhai	$	11,060,131	109,680
F. J. Dellaquila	$	3,370,678	33,426
R. R. Krishnan	$	3,423,316	33,948
M. J. Bulanda(2)	$	2,791,352	27,681
S. Y. Bosco	$	2,475,319	24,547

(1) Each amount constitutes the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718.

(2) Mr. Bulanda is retiring from the Company effective December 31, 2022. For a description of the effect of his departure on his equity awards, see “Description of M. J. Bulanda Letter Agreement” on page 44.

For fiscal 2022, performance shares represented 74% of our CEO’s annual total compensation and an average of 64% for our other NEOs.

Fiscal 2020 – 2022 Performance Shares Program. The performance period for the fiscal 2020 – 2022 Performance Shares Program ended on September 30, 2022. The targets and weightings were calculated as described above. The Committee determined that the target earnings per share was $4.22 and target cumulative free cash flow was $8.076 billion. In determining the results for the performance period, the Committee determined that it was appropriate to adjust for certain discrete items, including adjustments primarily related to a gain on a subordinated interest, acquisition and divestiture activity, write-offs associated with the Company’s announced Russia exit, as well as other tax items.

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The Committee determined that the fiscal 2022 EPS, after an aggregate downward adjustment of $0.79 (from $5.41), was $4.62, and cumulative free cash flow over the performance period, after an upward adjustment of $218 million (from $7.930 billion), was $8.148 billion. The performance results after the impact from the adjustments resulted in a payout percentage of 106% of the previously awarded shares under the formula. The payouts are reflected in the Option Exercises and Stock Vested table on page 39.

Other Stock Awards

Restricted Stock. Restricted stock is also available for award under our long-term stock-based compensation program. In limited circumstances, such as special retention, recognition and succession planning needs, the Committee may make a separate award of restricted stock. Awards of restricted stock are highly selective. Restricted stock awards are not considered as a portion of an NEO’s annual total compensation and may, therefore, result in compensation above the median range in the year of award. 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 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 10 years and no less than 3 years. Mr. Karsanbhai received an award of restricted stock in connection with his appointment as CEO in fiscal 2021. Each of Messrs. Krishnan and Bulanda also received awards of restricted stock in connection with their appointments and for retention in fiscal 2021. No awards of restricted stock were made in fiscal 2022.

Stock Options. Our 2011 Stock Option Plan expired on November 2, 2020. Although our NEOs have stock options outstanding, no stock option awards have been made to any of the NEOs since 2016. All stock options previously awarded were issued at no less than fair market value on the date of the award with vesting over a period of three years with a ten-year term. We do not pay dividend equivalents on stock options and do not “reprice” awards.

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Policies Supporting Our Fundamental Principles

To support our pay-for-performance philosophy and underlying fundamental principles of our compensation programs, we have implemented certain policies regarding NEO ownership of and actions in connection with stock and other incentive compensation. In addition to our compensation programs, we believe that appropriate stock ownership guidelines and our stock trading, clawback and pledging, and anti-hedging policies further align the interests of our executives with shareholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk taking.

Fundamental Policies

Stock   ownership	Requires NEOs to hold Emerson stock equal to at least a specified multiple of base salary. NEOs generally have five years to comply. Emerson NEOs substantially exceed the guidelines. Effective October 1, 2021, we increased our stock ownership guidelines as follows:
		Position	Req. Multiple(1)	Actual(2)
		CEO	From 5X to 6X	7.3X
		CFO	From 3X to 4X	35.9X
		Other NEOs	From 1X to 3X	9.7X-20.6X
Stock trading	Requires written permission from CFO and General Counsel before trading in Emerson stock.
Clawback	Provides that our Board may reduce, cancel or require recovery of all or a portion of any executive officer’s annual bonus or long-term incentive compensation if the Board determines that the executive officer has engaged in intentional misconduct leading to a material restatement of the Company’s financial statements. Our 2015 Incentive Shares Plan includes additional clawback provisions. Beginning in fiscal 2019, the Company expanded clawback rights for all incentive compensation awards and payments to provide for potential forfeiture or clawback in connection with violations of the Company’s ethics and compliance programs and policies, including its Code of Conduct and Code of Ethics to the extent allowed by law.
Hedging	Our hedging policy prohibits officers (including executive officers) and Directors from engaging in transactions to hedge or offset value declines in the value of our stock such as short selling, put or call options, forward sale or purchase contracts, equity swaps and exchange funds.
Pledging	Prohibits pledging of Company shares as collateral for a loan by Directors or elected officers.

(1) Includes share equivalents and shares in retirement accounts and restricted stock.

(2) Actual multiple based on beneficial ownership, excluding options (see page 57), and share price of $73.23 as of September 30, 2022.

Severance, Executive Termination and Retirement

Emerson does not have employment agreements, severance agreements or golden parachute agreements with the NEOs. The terms of all executive terminations and retirements are reviewed by the Committee individually based on specific facts and circumstances and not on formulaic rules. We follow these general principles:

• We do not pay lump sum, non-forfeitable cash severance payments.

• As permitted under shareholder-approved plans, departing plan participants, including NEOs, may have additional time to exercise stock options, up to the time permitted in the original grants.

• The Committee may allow continuation (without accelerated vesting) of previously granted 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.

• Departing executives sign extended non-competition, non-solicitation and confidentiality agreements, and/or reaffirm existing agreements on these matters. Executives forfeit awards if they breach their non-competition, non-solicitation or confidentiality agreements.

The Committee has adopted an Executive Officer Severance Policy which provides that the Company shall not implement individual severance or change of control agreements providing certain benefits (as described in the Policy) to any NEO in excess of 2.99 times the sum of the NEO’s then current base salary and most recent cash bonus without shareholder ratification. The policy is located at www.Emerson.com, Investors, Corporate Governance, Executive Officer Severance Policy. M. J. Bulanda, Executive President Automation Solutions, is retiring from the Company effective December 31, 2022. We entered into a letter agreement with Mr. Bulanda which, among other things, reaffirmed and extended his restrictive covenants. See “Description of M. J. Bulanda Letter Agreement” on page 44 for a description of his retirement arrangements.

Change of Control

If a change of control occurs, we protect all employees who participate in long-term stock plans, the Savings Investment Restoration Plans and the Pension Restoration Plan as described under “Potential Payments Upon Termination or Change of Control” on page 41. Our 2011 Stock Option Plan and 2015 Incentive Shares Plan include a “double trigger” for vesting following a change of control, although stock awards under our prior incentive shares plan vest upon a change of control. When triggered, we would expect to accelerate vesting of stock awards and pay accrued benefits under the Savings Investment Restoration Plans and the 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 related to stock compensation plans. We do not increase payouts to cover payment of taxes and do not provide tax gross-ups.

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EXECUTIVE COMPENSATION

Security and Perquisites

Due to increased security risks inherent in senior executive positions, we provide NEOs with residential security monitoring and personal security as needed. The Company’s security policy and the Board of Directors require, unless otherwise approved in advance by the Chief Financial Officer and the Head of Global Security, that the CEO use Company aircraft for all travel for business to facilitate business efficiency and safety given our global footprint. Because of his importance to the Company and the level of security risk inherent in his position, the CEO is encouraged to use the Company aircraft for personal travel. The Head of Security must review in advance the itinerary and security assessment for any trips made by the CEO on commercial aircraft. The Company provides limited personal use of Company aircraft to the other NEOs, and all such use must be approved in advance by the CEO. All NEOs reimburse the Company at 400% of the Standard Industry Fare Level Rate rates for personal use.

The Company historically has also provided NEOs with cars, club memberships, financial planning and an annual physical. In fiscal 2021, we performed a thorough review of these perquisites, including a review of market data for our compensation comparator group, the S&P 500 Capital Goods Index group of companies and the general industry to determine the prevalence of these perquisite practices. Following such review, we determined that effective January 1, 2022, the Company would no longer provide or reimburse for club memberships. The review of market data showed the car, financial planning, annual physical and personal security monitoring perquisites remain a prevalent market practice. We are, therefore, continuing to provide these perquisites to assist in retaining and attracting executives. NEOs and other employees may also receive Company tickets for sporting, entertainment or other events. The Committee reviews these perquisites annually. Total perquisite costs and related information appear in the Summary Compensation Table on page 36. The Company does not provide any reimbursement for taxes on perquisites, except as may be prescribed in our relocation policies applicable to all employees.

Other Benefits

The NEOs are eligible for Company-provided benefits that are generally available to all other employees, including qualified 401(k) savings plans, a qualified defined-benefit pension plan, medical, life and disability insurance, and a charitable matching gifts program, among others. The defined-benefit pension was closed to new participants effective October 1, 2016. A portion of U.S. employees, including certain of the NEOs, continue to participate. The following additional benefits are also available to the NEOs:

• Nonqualified savings plans which allow the NEOs to defer up to 20 percent of cash compensation and continue to receive the Company match after reaching the Internal Revenue Service (IRS) qualified plan limits.

• A nonqualified defined-benefit pension plan, which provides benefits based on the qualified plan without regard to IRS limits but does not provide additional credited years of service. Participation is by award and based on the executive’s long-term service to the Company. Participation in this plan is limited to NEOs who were not closed to participation in the defined benefit plan effective October 1, 2016. Ms. Bosco met the Committee approved criteria and was awarded participation in the Pension Restoration Plan in fiscal 2022. In early fiscal 2023, the Committee also determined that Mr. Bulanda met the criteria and he was awarded participation in the Pension Restoration Plan.

• Term life insurance coverage.

No changes were made for fiscal 2022 in the method of calculating any NEO benefits that appear in the Summary Compensation Table beginning on page 36.

Regulatory Considerations

Internal Revenue Code Section 162(m) imposes a $1 million limit on the Company’s deductions for compensation paid to specified executive officers (“Covered Employees”). For taxable years beginning before January 1, 2018, the Covered Employees consisted of a corporation’s chief executive officer and up to three other highly compensated executive officers (other than the chief financial officer) and qualifying “performance-based compensation” was not subject to this limitation if specified requirements were met (i.e., compensation paid only if performance meets pre-established objective goals based on performance criteria approved by shareholders).

Pursuant to the Tax Cuts and Jobs Act of 2017, for taxable years beginning after December 31, 2017, (i) the remuneration of a public corporation’s chief financial officer is now also subject to the deduction limit, (ii) once an individual is considered a Covered Employee with respect to a taxable year, he or she will be considered a Covered Employee for all future years, including after termination of employment or death, and (iii) the exemption from the deduction limit for “performance-based compensation” is no longer available. These changes do not apply to remuneration provided under a binding written contract in effect on November 2, 2017, which is not materially modified after that date. Consequently, for fiscal years beginning after December 31, 2017, no remuneration in excess of $1 million paid to a Covered Employee will be deductible unless such compensation is granted pursuant to a written binding contract that was in effect prior to November 2, 2017.

While the Committee considers the impact of the tax treatment of executive compensation, the primary factor influencing program design is the support of business objectives, and the Committee retains the flexibility to design and administer compensation programs that are in the best interests of Emerson and its shareholders. The Committee does not communicate annual bonus targets to the NEOs. Our compensation plans also comply with IRC Section 409A for nonqualified deferred compensation arrangements.

In accordance with FASB ASC Topic 718, for financial statement purposes we expense all equity-based awards over the period earned, or subsequently, based upon their estimated grant date fair value, depending on the terms of the award. FASB ASC Topic 718 has not resulted in any significant changes in our compensation program design.

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Equity Compensation Grant Practices

The Committee approves all grants of equity compensation to executive officers, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Committee annually at its October or November meetings. Generally, equity awards are made at those meetings, but may be made at other meetings. The Committee meeting date, or the next business day if the meeting is on a non-business day, is the grant date for equity awards.

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Compensation Tables

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 next three most highly compensated executive officers for the last fiscal year (the “named executive officers” or “NEOs”).

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)		Change in Pension  Value and Nonqualified Deferred Compensation Earnings($)(3)		All Other Compensation ($)(4)		Total ($)
S. L. Karsanbhai   President and   Chief Executive Officer(5)		2022		1,260,000		2,600,000		11,060,131		—		—		257,975		15,178,106
		2021		973,371		2,016,000		12,651,359		—		16,000		149,306		15,806,036
		2020		512,188		605,000		2,500,000		—		95,000		101,737		3,813,925
F. J. Dellaquila   Senior Executive Vice President and   Chief Financial Officer		2022		800,000		1,365,000		3,370,678		—		—		123,310		5,658,988
		2021		762,000		1,200,000		3,029,934		—		710,000		123,477		5,825,411
		2020		709,613		1,050,000		2,999,956		—		1,776,000		119,711		6,655,280
R. R. Krishnan   Executive President and   Chief Operating Officer(6)		2022		750,000		1,050,000		3,423,316		—		—		73,223		5,296,539
		2021		624,904		600,000		4,272,020		—		50,000		57,111		5,604,035
M. J. Bulanda   Executive President   Automation Solutions(7)		2022		680,000		708,750		2,791,352		—		—		92,571		4,272,673
		2021		608,698		640,000		3,562,057		—		70,000		73,274		4,954,029
S. Y. Bosco   Senior Vice President, Secretary and   General Counsel		2022		775,000		656,250		2,475,319		—		1,977,000		66,190		5,949,759

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

(2) The amounts relate to performance shares and restricted stock awards. See the Grants of Plan-Based Awards table on page 37 for information on awards granted in fiscal 2022. 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 NEOs. For performance shares awards granted in 2022, the grant date fair values were: Mr. Karsanbhai-$11,060,131, Mr. Dellaquila-$3,370,678, Mr. Krishnan-$3,423,316, Mr. Bulanda-$2,791,352, and Ms. Bosco-$2,475,319. For performance shares awards granted in 2021, the grant date fair values were: Mr. Karsanbhai-$7,982,759, Mr. Dellaquila-$3,029,934, Mr. Krishnan-$2,887,570, and Mr. Bulanda-$2,524,957. For performance shares awards granted in 2020, the grant date fair values were: Mr. Karsanbhai-$2,500,000 and Mr. Dellaquila-$2,999,956. If the maximum payout is earned, the number of performance shares paid out would be 145% for the 2022 and 2021 performance share awards and 125% for the 2020 performance share awards, which would have amounted to the following grant date fair values for the awards shown: for 2022, Mr. Karsanbhai-$16,037,190, Mr. Dellaquila-$4,887,483, Mr. Krishnan-$4,963,808, Mr, Bulanda-$4,047,460, and Ms. Bosco-$3,589,213; for 2021, Mr. Karsanbhai-$11,575,001, Mr. Dellaquila-$4,393,404, Mr. Krishnan-$4,186,977 and Mr. Bulanda-$3,661,188; for 2020, Mr. Karsanbhai-$3,125,000 and Mr. Dellaquila-$3,749,945. See Note 15 to the Company’s fiscal 2022 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) For each year, includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Company’s defined benefit pension plans. However, pursuant to applicable regulations, does not include the aggregate decline in actuarial present values as follows in fiscal 2022: Mr. Karsanbhai-($289,000), Mr. Dellaquila-($2,530,000), Mr. Krishnan-($293,000), Mr. Bulanda ($481,000). For fiscal 2022, the increase for Ms. Bosco reflects her initial participation in the Pension Restoration Plan. For fiscal 2020, the applicable discount rate used to value pension plan liabilities decreased, which increased actuarial present values resulting in the increase in values shown from prior years. In none of the fiscal years were changes made in the method of calculating plan benefits for the NEOs.

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COMPENSATION TABLES

(4) Includes the following amounts for 2022:

Name	Perquisites(a)		Savings Plan(b)		Life Insurance(c)		Total(d)
S. L. Karsanbhai		64,675		193,300		—		257,975
F. J. Dellaquila		43,667		49,960		29,683		123,310
R. R. Krishnan		39,525		33,698		—		73,223
M. J. Bulanda		48,295		32,969		11,307		92,571
S. Y. Bosco		31,841		34,349				66,190

(a) The perquisites provided are tax and financial planning, leased Company car, club fees (through December 31, 2021), annual physical, tickets for sporting or other events, and costs related to personal security provided to each of the NEOs under the Company’s security program. The Company’s Board of Directors and its security program require that the Chief Executive Officer use Company aircraft for all business and recommends use for personal air travel. The Company’s CEO reimburses the Company for personal air travel at 400% of the Standard Industry Fare Level Rate. The Company also provides limited personal use of Company aircraft outside of the security program to the other NEOs, who also provide such reimbursement. 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 reimbursements. For 2022, the incremental amount of personal use of Company aircraft for the Company’s CEO was: Mr. Karsanbhai-$28,047, which amounts were included in the perquisites amounts above.

(b) Contributions by the Company for the NEOs to the Company’s retirement savings plans.

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

(d) None of these amounts were grossed up for taxes.

(5) Mr. Karsanbhai became Chief Executive Officer and a Director on February 5, 2021, and became President on March 2, 2021. Mr. Karsanbhai was formerly Executive President, Automation Solutions. Base salary reflects amounts received in current and prior roles. He does not receive any separate compensation for his service as a Director.

(6) Mr. Krishnan became Executive Vice President and Chief Operating Officer in February 2021. Mr. Krishnan was formerly President, Final Control.

(7) Mr. Bulanda became Executive President, Automation Solutions in February 2021. Mr. Bulanda was formerly Senior Vice President. Mr. Bulanda is retiring form the Company effective December 31, 2022. Please see “Description of M.J. Bulanda Letter Agreement” on page 44 for a description of his retirement arrangements.

Grants of Plan-Based Awards

The following table provides information about equity awards granted to the NEOs in fiscal 2022

Name

Grant Date

Estimated Future Payouts Under  Equity Incentive Plan Awards

All Other   Stock Awards:   Number of Shares of Stock or Units (#)

All Other Option Awards:   Number of   Securities Underlying Options (#)

Exercise   or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of   Stock and   Option Awards ($)(2)

Threshold (#)

Target (#)(1)

Maximum (#)(1)

S. L. Karsanbhai

11/1/2021

N/A

109,680

159,036

11,060,131

F. J. Dellaquila

11/1/2021

N/A

33,426

48,468

3,370,678

R. R. Krishnan

11/1/2021

N/A

33,948

49,225

3,423,316

M. J. Bulanda(3)

11/1/2021

N/A

27,681

40,137

2,791,352

S. Y. Bosco

11/1/2021

N/A

24,547

35,593

2,475,319

(1) Includes performance shares awards granted in November 2021 under the fiscal 2022–2024 Performance Shares Program (under our 2015 Incentive Shares Plan). See “Annual Long-Term Stock Compensation” on page 29 for additional detail regarding the program, performance shares and how shares are earned.

(2) Includes the grant date fair value of awards of performance share computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance shares awards in the Company’s financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period. See Note 15 to the Company’s fiscal 2022 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.

(3) Mr. Bulanda is retiring from the Company on December 31, 2022. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Bulanda may receive his earned payout of his awards under the Fiscal 2022-2024 Performance Shares Program, subject to the Company’s achievement of the applicable performance objectives, to be paid at the times provide for under the programs. See “Description of M. J. Bulanda Letter Agreement” on page 44 for a description of Mr. Bulanda’s retirement arrangements.

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COMPENSATION TABLES

Outstanding Equity Awards at Fiscal Year-End

The following table provides holdings of stock options, performance shares and restricted stock by our NEOs at the end of fiscal 2022, including unexercised stock options, unvested restricted stock and performance shares with performance conditions 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 ($)		Option Expiration Date		Date of Award		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units  or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
S. L. Karsanbhai		10/1/13		10,000			65.07		10/1/23		(2)		75,000(2)		5,491,500
		8/5/14		4,000			62.84		8/5/24		11/3/20						36,346(4)		2,661,254
		2/1/16		15,000			45.50		2/1/26		2/1/21						67,900(4)		4,971,638
											11/1/21						109,680(5)		8,030,770
F. J. Dellaquila		10/1/13		100,000			65.07		10/1/23		(2)		10,000(2)		732,200
											11/3/20						43,615(4)		3,193,490
											11/1/21						33,426(5)		2,447,452
R. R. Krishnan											(2)		22,000(2)		1,610,840
											11/3/20						15,114(4)		1,106,647
											4/6/21						20,000(4)		1,464,400
											11/1/21						33,948(5)		2,485,673
											7/20/20		1,000(6)		73,220
M. J. Bulanda(7)		10/1/13		40,000			65.07		10/1/23		(2)		22,000(2)		1,610,840
											11/3/20						36,346(4)		2,661,254
											11/1/21						27,681(5)		2,026,803
S. Y. Bosco		10/1/13		12,000			65.07		10/1/23		11/3/20						31,985 (4)		2,341,942
											11/1/21						24,547(5)		1,797,331

(1) The options became exercisable in three equal annual installments beginning one year after the date of grant.

(2) Consists of restricted stock which vests as follows:

Name	Number of Shares		Vesting Term (in years)		Grant Date		Vesting Date
S. L. Karsanbhai		10,000		10		2/1/2016		2/1/2026
		10,000		10		11/6/2018		11/6/2028
		5,000		10		11/3/2020		11/3/2030
		50,000		10		2/8/2021		2/8/2031
F. J. Dellaquila		10,000		5		4/30/2018		4/30/2023
R. R. Krishnan		5,000		5		11/7/2017		11/7/2022
		5,000		5		11/3/2020		11/3/2025
		12,000		5		2/8/2021		2/8/2026
M. J. Bulanda		10,000		10		10/1/2013		10/1/2023
		12,000		5		2/8/2021		2/8/2026

(3) Based on the closing share price of $73.22 on September 30, 2022.

(4) Consists of performance shares awards granted in fiscal 2021 under the fiscal 2021 – 2023 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2023. The number of shares that can be earned at 100% achievement of performance targets under these awards are shown in this column. Participants can earn up to 145% of the target.

(5) Consists of performance shares awards granted in fiscal 2022 under the fiscal 2022 – 2024 Performance Shares Program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2024. The number of shares that can be earned at 100% achievement of performance targets under these awards are shown in this column. Participants can earn up to 145% of the target.

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COMPENSATION TABLES

(6) Consists of restricted stock units that vest on July 20, 2023, which were awarded prior to being an executive officer.

(7) Mr. Bulanda is retiring from the Company on December 31, 2022. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Bulanda (i) will continue to be able exercise his vested stock options until their expiration, and (ii) will continue to vest in his 10,000 restricted stock awards vesting October 1, 2023 (the 12,000 share restricted stock award from February 2021 will be canceled in accordance with its terms). He received his earned payout of the Fiscal 2020–2022 Performance Shares Program in November 2022, and he may receive his full earned payout of his awards under the Fiscal 2021-2023 Performance Shares Program and the Fiscal 2022-2024 Performance Shares Program, subject to the Company’s achievement of the applicable performance objectives, to be paid at the times provide for under the programs. Please see “Description of M. J. Bulanda Letter Agreement” on page 44 for a description of Mr. Bulanda’s compensation arrangements.

Option Exercises and Stock Vested

The following table provides the number of shares acquired and value realized for our NEOs in fiscal 2022 for stock option exercises, performance shares awards earned and vested restricted stock.

	Option Awards				Stock Awards
Name	Number of Shares   Acquired on Exercise    (#)		Value Realized   on Exercise ($)(1)		Number of Shares   Acquired on Vesting   (#)		Value Realized   on Vesting ($)(4)
S. L. Karsanbhai						36,319(2)		3,170,629
F. J. Dellaquila						43,582(2)		3,804,700
						10,000(3)		946,000
						20,000(3)		1,956,700
R. R. Krishnan						16,960(2)		1,480,608
M. J. Bulanda		10,000		531,400		36,319(2)		3,170,629
						5,000(3)		489,175
S. Y. Bosco						31,960(2)		2,790,113

(1) Represents the difference between the option exercise price and the average of the high and low share prices for the Company’s common stock on the day of exercise.

(2) Reflects the earnings of performance shares granted under the fiscal 2020 – 2022 Performance Shares Program. The performance shares were subject to performance goals for the period ending September 30, 2022, and the percentage earned was 106%. Awards were paid out on October 31, 2022. See “Annual Long-Term Stock Compensation” on page 29 for additional information regarding the program.

(3) Represents the vesting of 30,000 shares for Mr. Dellaquila with vesting terms of eight years (10,000 shares) and five years (20,000 shares). Also represents the vesting of 5,000 shares for Mr. Bulanda with a vesting term of five years.

(4) Values realized for performance shares earned are based on the average of the high and low share prices ($87.30) on October 31, 2022, the date the Compensation Committee determined that the performance targets for the performance period ended September 30, 2022 had been met. Values for restricted stock are based on the average of the high and low share price on the date of vesting, $94.60 on October 1, 2021 (10,000 shares) and $97.835 on November 1, 2021 (25,000 shares), respectively.

Pension Benefits

Below is information on the pension benefits for the NEOs 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 31,000 participants on September 30, 2022, including the NEOs. Plan benefits are based generally on a formula that considers the highest consecutive five-calendar-year average of the executive’s annual cash earnings, base salary plus bonus (final average earnings), not to exceed the IRS-prescribed limit applicable to tax-qualified plans ($305,000 for calendar year 2022).

The plan 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 plan for each of the NEOs (other than Mr. Dellaquila) includes benefits determined under different but lesser pension formulas for periods of prior service at Company business units. In addition, Mr. Karsanbhai is no longer accruing pension benefit service under the plan.

The accumulated benefit that an employee earns over his or her career with the Company is payable upon retirement as a monthly annuity for life with a guaranteed minimum term of five years. The normal retirement age for this plan is 65. Employees who have attained age 55 and 10 years of service

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COMPENSATION TABLES

are eligible to retire early under the plan. As of September 30, 2022, Messrs. Dellaquila and Bulanda and Ms. Bosco are eligible for early retirement. If an employee retires before age 65, the accrued benefit is reduced for the number of years prior to age 65 that the benefit commences (4% for each of the first five years that retirement precedes age 65, and 5% for each additional year). Employees vest in their accrued benefit after five years of service. The plan provides for spousal joint and survivor annuity options. No employee contributions are required.

Benefits under the plan are subject to the limitations under IRC Section 415, which in fiscal 2022 was $245,000 per year for a single life annuity payable at an IRS-prescribed retirement age. This limitation may be actuarially adjusted in accordance with IRS rules for items such as other forms of distribution and different annuity starting dates.

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 Compensation Committee approval. A participant who terminates employment with a vested retirement benefit will receive at age 65 or later termination of employment 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 not subject to the IRS-prescribed limitations on benefits and compensation applicable to 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 as a monthly annuity for life with a guaranteed minimum term of five years, provided that in certain circumstances a participant or a participant’s beneficiary may be eligible to receive a lump sum payment. If an NEO is terminated for cause or engages in actions that adversely affect the Company, the benefits may be forfeited. No pension benefits were paid to any of the NEOs during fiscal 2022. At September 30, 2022, only Mr. Dellaquila and Ms. Bosco participated in the Pension Restoration Plan. In early fiscal 2023, Mr. Bulanda met the Committee approved criteria and also became a participant.

The amounts reported in the table below equal the present value of the accumulated benefit at September 30, 2022 for the NEOs under each plan based upon the assumptions described in footnote (2).

	Pension Benefits Table
Name	Plan Name	Number Of Years Credited Service (#)(1)	Present Value of   Accumulated   Benefit ($)(2)		Payments During Last Fiscal Year ($)
S. L. Karsanbhai(3)	Emerson Electric Co. Retirement Plan	20	$	457,000		—
F. J. Dellaquila	Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan	31 31	$ $	1,359,000     8,616,000		— —
R. R. Krishnan	Emerson Electric Co. Retirement Plan	26	$	451,000		—
M. J. Bulanda	Emerson Electric Co. Retirement Plan	37	$	924,000		—
S. Y. Bosco	Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan	18 18	$ $	793,000 2,157,000		— —

(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.

(2) The accumulated benefit is based on service and earnings under the plans through September 30, 2022. The present value has been calculated assuming the accumulated benefit as of September 30, 2022, commences at age 65, or current age if older, under the stated form of annuity. In addition, the present value of the Emerson Pension Restoration Plan benefit assumes that the NEO will remain in service until age 65. Except for the assumption that the NEOs remain in service through age 65, the present value is based on the assumptions described in Note 12 to the Company’s fiscal year 2022 financial statements in the Company’s Annual Report on Form 10-K. Specifically, the interest rate assumption is 5.64% for the Emerson Retirement Plan and 5.62% for the Emerson Restoration Plan and the post-retirement mortality assumption is a based on mortality tables of PRI-2012 no collar, annuitant, sex distinct tables projected forward with MP-2021.

(3) Mr. Karsanbhai is no longer accruing pension benefit service under the Retirement Plan.

Nonqualified Deferred Compensation

The Emerson Electric Co. Savings Investment Restoration Plan (the “Savings Investment Restoration Plan I”) and the Emerson Electric Co. Savings Investment Restoration Plan II (the “Savings Investment Restoration Plan II” and together with the Savings Investment Restoration Plan I, collectively, the “Savings Investment Restoration Plans”) are nonqualified, unfunded defined contribution plans. The plans provide 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 IRC qualified plan compensation limits.

Participants in the Savings Investment Restoration Plans are designated by the Compensation Committee. Participants may defer up to 20% of compensation and the Company will make matching contributions for participants who defer at least 5% of compensation in an amount equal to: (a) for the Savings Investment Restoration Plan I, 50% of the first 5% of those deferrals (not to exceed 2.5% of compensation less the maximum matching

40     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

amount the participant could have received under the ESIP); and (b) for the Savings Investment Restoration Plan II, 7.5% of the participant’s compensation less (x) the maximum matching amount the participant could have received under the ESIP and (y) any other contribution for the applicable year made on behalf of the participant under the ESIP. Compensation generally includes cash pay (base salary and annual bonus) received by a participant, including employee ESIP contributions, and excludes any reimbursements, awards or other payments under equity compensation plans, stock option gains, any severance payments and other incentive payments. Amounts deferred under the plan are 100% vested and are credited quarterly with returns based on the participant’s selection of available investment alternatives, which include an Emerson common stock fund and more than 20 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 in all contributions. 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 Company matching contributions are accounted for on the Company’s financial statements and are unfunded obligations of the Company and paid in cash when benefit payments commence.

Generally, distribution of vested account balances occurs in a lump sum no later than one year following termination of employment. Upon retirement, or in other certain instances, participants may receive their account balances in up to 10 equal annual installments, if previously elected. Unvested matching contributions become fully vested upon (i) retirement with Compensation Committee approval 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. Additionally, under the Savings Investment Restoration Plan II, a participant will be entitled to payment of vested matching contributions only if the Compensation Committee determines that such participant is an executive in good standing at the time the executive terminates employment (whether upon retirement or otherwise); provided, that if such participant is discharged for cause and/or engages in other activity that is harmful to or competitive with the Company, the rights of such participant to such amount will be forfeited and any such amount that has previously been paid to the participant may be recovered by the Company, unless the Committee determines that such activity is not detrimental to the best interests 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 Table
Name	Executive Contributions in Last FY ($)(1)		Emerson Contributions in Last FY ($)(1)		Aggregate Earnings   in Last FY   ($)(2)			Aggregate   Withdrawals/   Distributions ($)		Aggregate   Balance at    Last FYE ($)(1)(3)
S. L. Karsanbhai		166,300		175,550		(146,396	)		—		670,332
F. J. Dellaquila		101,588		41,260		(784,420	)		—		5,027,792
R. R. Krishnan		137,917		24,998		(45,846	)		—		159,716
M. J. Bulanda		215,533		25,269		(215,150	)		—		1,144,335
S. Y. Bosco		281,250		28,536		(517,149	)		—		2,435,314

(1) Includes amounts contributed by each NEO and by the Company, respectively, to the Savings Investment Restoration Plans. NEO 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 NEOs in the Summary Compensation Table for prior years. The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2021 and 2020, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Karsanbhai-$169,491 ($89,593), $119,153 ($59,674); Mr. Dellaquila-$127,063 ($36,701), $161,191 ($38,842). The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2021 (with the Company portion of the aggregate amount in parentheses): Mr. Krishnan-$39,884 ($7,801) and Mr. Bulanda-$193,840 ($21,695). For prior years, all amounts contributed by an NEO and by the Company have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned, to the extent the NEO 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 above, the NEOs do not have any written or oral employment agreements with the Company and have no other agreements that contain severance or “golden parachute” provisions. As described on page 44, the terms and conditions of Mr. Bulanda’s retirement are set forth in a letter agreement. Please see “Description of M. J. Bulanda Letter Agreement” on page 44.

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 NEOs, 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 an NEO has elected to defer would be provided in accordance with IRC 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.

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COMPENSATION TABLES

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. NEOs are obligated to keep Company information confidential, assign to the Company intellectual property rights, and, during and for one year after termination, not compete with, or solicit the employees of, the Company.

Performance Shares and Restricted Stock. NEOs are obligated not to compete with, or solicit the employees of, the Company during and for two years after termination (one year in the case of restricted stock unit awards for Mr. Krishnan). For awards granted from November 2018, the awards are also conditioned upon the participant’s compliance with all practices and policies under Emerson’s Ethics and Compliance Program, including the Code of Conduct and Code of Ethics, and that a participant’s actions will reflect Emerson’s Core Value of Integrity. Violations of such Ethics and Compliance Program may result in the forfeiture of such awards or the repayment of any amounts paid under such awards.

Pension Restoration Plan. If an NEO 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 sales by the Company, the NEO’s rights to benefits under the Plan will be forfeited, unless the Compensation Committee determines that the activity is not detrimental to the Company.

Savings Investment Restoration Plans. The NEO’s rights to benefits under the Savings Investment Restoration Plan II will be forfeited if the NEO is (a) not in good standing at the time the NEO terminates employment (whether upon retirement or otherwise) as determined by the Compensation Committee, or (b) 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 sales by the Company, unless the Compensation Committee determines that the activity is not detrimental to the Company.

Additionally, upon retirement or involuntary termination, NEOs generally execute letter agreements reaffirming their applicable confidentiality, non-competition and non-solicitation obligations and may enter into extended non-competition agreements.

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 would be paid, subject to satisfaction of any pre-established performance conditions;

• Upon retirement, as determined by the Compensation 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 five years after retirement, up to the original option term;

• Upon retirement after age 65, the NEOs 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 applicable performance period. Before age 65, the Compensation Committee has the discretion to determine whether a NEO 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 NEOs 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 NEOs would be vested in Company contributions to the Savings Investment Restoration Plans if retirement occurs with the approval of the Compensation Committee on or after age 55; and

• Under the Company’s Pension Restoration Plan, an NEO’s benefit commences after age 65 or later retirement and is paid as a monthly annuity, or a lump sum if elected.

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 would be paid, subject to satisfaction of any pre-established performance conditions;

• All unvested stock options would vest immediately, and be exercisable for a period of one year, up to the original option term;

• The Compensation Committee has the discretion to determine whether the NEOs would receive full, partial or no payout of performance shares after the performance period and subject to satisfaction of pre-established performance conditions;

• Restricted stock will be prorated for years of service during the vesting period and distributed free of restriction at the end of the vesting period, with Compensation Committee discretion to reduce the vesting period to not less than three years;

• If not previously vested, the NEOs would vest in Company contributions to the Savings Investment Restoration Plans;

• Upon the death of an NEO participating in the Pension Restoration Plan, the surviving spouse would receive, in the form of a monthly annuity payment commencing at the NEO’s earliest retirement date, 50% of the actuarially equivalent accrued benefit. The estate of a single person who dies while employed will receive a lump sum benefit as of the date of death which is actuarially equivalent to the annuity that the surviving spouse of a married person would have received. Upon termination due to disability, benefits would start the later of when the NEO reaches age 65 or termination, and be paid in the form of a monthly annuity or a lump sum distribution; and

• Upon an NEO’s death, the beneficiaries would receive proceeds from Company provided term life insurance.

42     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Payments Made Upon Other Termination

If an NEO’s employment terminates for any other reason (i.e., voluntary termination, termination for cause or involuntary termination), he or she would only receive:

• Payment of the vested portion of the NEO’s accounts in the Savings Investment Restoration Plans, in a single lump sum after termination, subject, in the case of any Savings Investment Restoration Plan II account, to (i) the Compensation Committee’s determination that the NEO is in good standing at the time of the termination, and (ii) the NEO not being discharged for cause or engaging in other activity that is harmful to or competitive with the Company, as provided under the Savings Investment Restoration Plan II.

Under the Company’s compensation plans and arrangements, the Compensation Committee may also, in its discretion, determine whether to provide any additional payments or benefits to the NEO. This exercise of discretion is unlikely to result in any additional benefits in the case of a voluntary resignation or termination for cause. This includes the discretion to:

• Determine whether any annual cash bonus award would be paid, subject to satisfaction of pre-established performance conditions;

• If termination occurs with Company consent, the Compensation Committee may allow the NEO up to three months after termination, up to the original option term, to exercise vested stock options;

• Determine whether the NEO would receive full, partial or no payout of performance shares after the performance period and subject to satisfaction of pre-established performance conditions;

• Determine whether to allow the NEO to continue to vest in restricted stock, or to reduce the vesting period to not less than three years; and

• Determine whether an NEO terminated for cause or for engaging in actions that adversely affect the Company will forfeit the right to receive vested benefits under the Pension Restoration Plan starting after the later of age 65 or termination, paid in the form of a monthly annuity or a lump sum distribution.

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;

• All unvested stock options become fully exercisable if either the options have not been appropriately assumed by the acquiror, 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;

• Performance objectives of outstanding performance shares awards would be deemed satisfied, with payout made immediately. For performance shares granted under the shareholder approved 2015 Incentive Shares Plan, performance objectives would be deemed satisfied at the highest level provided for in the award, if a “double trigger” event occurs, meaning that in connection with a change of control (a) the award has not been appropriately assumed or an equivalent award substituted by the acquiror, (b) cash is the primary form of consideration paid to shareholders, 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 adversely changed, or the holder is required to relocate by more than 50 miles;

• All restricted stock awarded under the 2006 Incentive Shares Plan would vest immediately. Restricted stock and restricted stock units awarded under the 2015 Incentive Shares Plan would vest immediately if a “double trigger” event (as defined above) occurs;

• The NEO would vest in all unvested Company contributions to the Savings Investment Restoration Plans, and the vested amount would be paid in a single lump sum; and

• An NEO participating in the Pension Restoration Plan would become fully vested and could elect immediate payment in the form of a lump sum or a life annuity. In early fiscal 2016, for benefits accruing after 2004, the Plan was amended to conform the assumptions used in calculating lump sums payable to the assumptions used by the Company to accrue liabilities with respect to U.S. retirement plans for financial reporting purposes, as set forth in the Company’s Annual Report on Form 10-K.

“Change of Control” Definition

“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 to make up at least a majority of the Board, or (iii) approval by the Company’s shareholders 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 shareholders; (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 provided for in the 2015 Incentive Shares Plan, the Change of Control must also meet the requirements of IRC Section 409A and any transaction referenced in (iii) above must have actually occurred, rather than merely have been approved. With respect to the Company’s Pension Restoration Plan and Savings Investment Restoration Plans, 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 IRC Section 409A and the regulations promulgated thereunder.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     43

COMPENSATION TABLES

Description of M. J. Bulanda Letter Agreement

Mr. Bulanda is retiring from the Company effective December 31, 2022. On November 22, 2022, the Company and Mr. Bulanda entered into a letter agreement in connection with his retirement.

Under the letter agreement, Mr. Bulanda agreed, among other things: (i) not to compete with, or solicit or hire the employees of, the Company or any of its subsidiaries during a period of three years from the retirement date; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existing non-compete, invention, non-disclosure and non-solicitation obligations he has to the Company; and (iv) to comply with non-disparagement obligations. Mr. Bulanda also released and discharged the Company, its affiliates, and its and their respective directors, officers, employees, agents and other parties from any and all claims or liabilities of whatever nature and will remain subject to the Company’s clawback policies.

Under the Letter Agreement, Mr. Bulanda will continue to receive his base salary and certain other benefits through the retirement date and will receive salary continuation payments at his current base salary rate until the earlier of September 30, 2023 or the date on which he commences other employment. Mr. Bulanda remained eligible to receive his fiscal 2022 annual bonus based on the Company’s financial performance for fiscal 2022. In accordance with the Company’s 2011 Stock Option Plan, all of his outstanding fully vested options will remain exercisable through October 1, 2023, their original expiration date. As permitted under the Company’s 2015 Incentive Shares Plan, Mr. Bulanda will remain eligible to receive a full payout of any earned awards under the Fiscal 2021 – 2023 Performance Shares Program, and a full payout of any earned awards under the Fiscal 2022 – 2024 Performance Shares Program, subject, in each case, to the Company’s achievement of the applicable performance objectives, to be paid at the times provided for under the programs. As permitted under the Company’s Incentive Shares Plans, Mr. Bulanda’s restricted stock award granted on October 1, 2013 will continue to vest according to its terms and be payable on October 1, 2023, the original vesting date, and his restricted stock award granted on February 8, 2021 will be canceled. Please see the “Outstanding Equity Awards at Fiscal Year-End Table” on page 38 for more information on these awards.

Mr. Bulanda will be eligible to receive benefits earned under the Company’s qualified and non-qualified pension plans, pursuant to the terms and conditions of and to be paid in the manner and at the times set for in such plans. He will also be eligible to receive distributions under the qualified and non-qualified 401(k) and profit-sharing retirement savings plans, as provided under those plans.

If Mr. Bulanda violates any of his obligations to the Company under the Letter Agreement, he will forfeit all payments to be made or benefits provided under the Letter Agreement and will repay to the Company, as liquidated damages, one-half of the economic value of all benefits provided to him under the Letter Agreement prior to the date of breach.

44     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Quantification of Payments and Benefits

The following tables quantify the potential payments and benefits upon termination or a Change of Control for each of the NEOs, assuming the event occurred on September 30, 2022, given the NEO’s compensation and service level as of that date and, if applicable, based on the Company’s closing share price of $73.23 on that date. Other benefit assumptions are set forth in footnotes to the tables. See “Description of M. J. Bulanda Letter Agreement” above for a description of Mr. Bulanda’s retirement arrangements. Due to the number of factors that affect the nature and amount of benefits provided upon a termination or Change of Control any actual amounts paid or distributed may be different. None of the payments set forth below would be grossed-up for taxes.

S. L. Karsanbhai
Executive Benefits and Payments Upon Termination	Retirement ($)			Death ($)			Disability ($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(13)
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)		22,712,309	(7)
Restricted Stock		—	(8)		1,610,840	(9)		1,610,840	(9)		—	(8)		—	(8)		5,491,500	(10)
Pension Restoration Plan		—			—			—			—			—			—
Life Insurance Benefits		—			—			—			—			—			—
F. J. Dellaquila
Executive Benefits and Payments Upon Termination	Retirement ($)			Death ($)			Disability ($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(13)
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)		8,179,366	(7)
Restricted Stock		—	(8)		585,760	(9)		585,760	(9)		—	(8)		—	(8)		732,200	(10)
Pension Restoration Plan(11)		—			—			—			—			—			—
Life Insurance Benefits		—			200,000	(12)		—			—			—			—
R. R. Krishnan
Executive Benefits and Payments Upon Termination	Retirement ($)			Death ($)			Disability ($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(13)
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)		7,332,243	(7)
Restricted Stock		—	(8)		912,809	(9)		912,809	(9)		—	(8)		—	(8)		1,684,060	(10)
Pension Restoration Plan		—			—			—			—			—			—
Life Insurance Benefits		—			—			—			—			—			—
M. J. Bulanda
Executive Benefits and Payments Upon Termination	Retirement ($)			Death ($)			Disability ($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(13)
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)		6,797,683	(7)
Restricted Stock		—	(8)		1,010,436	(9)		1,010,436	(9)		—	(8)		—	(8)		1,610,840	(10)
Pension Restoration Plan		—			—			—			—			—			—
Life Insurance Benefits		—			200,000	(12)		—			—			—			—
S. Y. Bosco
Executive Benefits and Payments Upon Termination	Retirement ($)			Death ($)			Disability ($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(13)
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)		6,001,946	(7)
Restricted Stock		—	(8)		—	(9)		—	(9)		—	(8)		—	(8)		—	(10)
Pension Restoration Plan		—			—			—			—			—			—
Life Insurance Benefits		—			—			—			—			—			—

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     45

COMPENSATION TABLES

(1) The Committee has discretion whether or not to pay a bonus, subject to satisfaction of performance conditions. For illustrative purposes only, the bonuses paid for fiscal 2022 were: Mr. Karsanbhai-$2,600,000; Mr. Dellaquila-$1,365,000; Mr. Krishan-$1,050,000, Mr. Bulanda-$708,750; and Ms. Bosco-$656,250.

(2) This column assumes the Committee would exercise its discretion not to pay a bonus or make a payout of outstanding performance shares.

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

(4) Represents the closing share price of $73.22 minus the exercise price times the number of outstanding options for all in-the-money, unvested options. All options held by the named executive officers are fully vested.

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

(6) Assumes the Committee does not allow any payout for the performance shares awards granted in 2021 or 2022. See Outstanding Equity Awards at Fiscal Year-End table on page 38.

(7) The amount shown includes the entire amount of 2021 and 2022 awards at the highest level. See note (13).

(8) Assumes Committee would exercise its discretion to not allow any further vesting.

(9) Represents pro rata value of all unvested restricted stock, based on years elapsed rounded to whole years. For Mr. Krishnan includes 1,000 restricted stock units.

(10) Represents the value of all unvested shares of restricted stock and restricted stock units.

(11) See “Pension Benefits” on page 39 for information on vested pension benefits. Amounts shown in the table include the excess, if any, over the amounts shown in the Pension Benefits table. For a Change of Control, the amounts shown also include the discounted present value of 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.

(13) The Change of Control column assumes that the applicable conditions for a “double trigger” change in control were met as of September 30, 2022.

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we determined the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee. As is permitted under the SEC rules, to determine our median employee in 2022, we used “Base Pay, Shift Premium and Overtime, Bonus and Commission or equivalent” as our consistently applied compensation measure. As of our determination date of July 1, 2022, we collected wages for 83,745 employees. Applying the 5% de Minimis exemption, we excluded 4,185 employees from 11 countries (4.99% of the global workforce), under the 5% de Minimis rule, resulting in a remainder of 79,560 employees. Excluded countries and employee counts were as follows: Algeria (22), Angola (6), Chile (102), Costa Rica (1,030), Czech Republic (624), Hungary (1,359), Indonesia (32), Serbia Montenegro (4), Slovakia (926), Tunisia (11) and Ukraine (69).

Applying a valid statistical sampling methodology to the remaining 79,560 employees, we produced a sample of employees within a 5% range of the estimated median of the established compensation measure, then selected an employee from within that group as our median employee. We determined that the 2022 Summary Compensation Table total compensation and value of nondiscriminatory benefits for our CEO and median employee were $15,194,411, and $58,101, respectively, which includes $16,305 and $22,475 in company-paid benefits, respectively. The Company provided benefits are not included in the compensation of our CEO in the Summary Compensation Table on page 36. The estimate of the ratio of CEO pay to median worker pay calculated using a methodology consistent with the SEC rules as described above is 262:1.

As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the pay ratio reported above.

46     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Management Proposals

Proxy Item No. 1: ELECTION OF DIRECTORS

Nominees and Continuing Directors

The Board of Directors currently has eleven Directors and is divided into three classes, with the terms of office of each class ending in successive years. The Board of Directors has nominated three Directors of the Company to be elected for a term ending at the Annual Meeting specified below, or until their successors have been elected and qualified. Pursuant to the Company’s Bylaws, a person may not stand for election as a Director after attaining the age of 72, provided that the Bylaws provide that this restriction does not apply to (i) Mr. Golden and Dr. Kendle until the Company’s 2022 Annual Meeting, and (ii) Mr. Easter until the Company’s 2023 Annual Meeting. Information with respect to the nominees for election, as well as the other Directors whose terms will continue after the Annual Meeting, is set forth below. All the nominees meet the Board membership criteria described on page 13 under “Nomination Process.” Each of the nominees and continuing Directors has had the same position or other executive positions with the same employer over the last five years unless otherwise indicated. This information 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, and prior directorships held by each nominee at other public companies within the last five years.

Nominees and Continuing Directors’ Skills and Experience Matrix

Skills and Experience (1) (2)

Global Business

Technology and Innovation

Large Company CEO or COO

Financial Leadership or Expertise

Corporate Governance

Operational Leadership

Industry, End-Markets and Growth Areas

Business Development

(1)	A green star “ ” in the chart indicates a key skill or experience that is particularly relevant to a Director’s service on Emerson’s Board and is given additional weighting when the combined expertise of the Board is considered for planning purposes.
(2)	A blue circle “ ” in the chart indicates a skill or experience that is relevant to a Director’s service on Emerson’s Board. A Director may possess meaningful experience or skill in an area that lacks a “ ”.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     47

MANAGEMENT PROPOSALS

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED BELOW.

Director Nominees for Terms Ending in 2026

Martin S. Craighead         Former Chairman of The Board
and Chief Executive Officer,
Baker Hughes, Inc.,
An Industrial Service Company           Key Skills and Experience   •   CEO Experience   •   Global Business Experience   •   Business Development Expertise   Qualifications   Mr. Craighead’s qualifications also include his leadership experience, global business experience and extensive background in the oil and gas industry, including his prior service as Chairman of Baker Hughes from April 2013 to July 2017; as Chief Executive Officer of Baker Hughes from January 2012 to July 2017; and as President of Baker Hughes from July 2010 to July 2017. He first joined Baker Hughes in 1986 and was its Chief Operating Officer from 2009 to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Mr. Craighead was also the Vice Chairman of Baker Hughes from July 2017 to May 2019.  

Age             62 Director Since                 2019 Committees of Our Board Compensation Committee             Nominating Committee Current Public Company Directorships Texas Instruments

Gloria A. Flach           Retired Corporate Vice President
and Chief Operating Officer,
Northrop Grumman Corporation,
A Global Security Company         Key Skills and Experience   •   Operational Leadership   •   Global Business Experience   •   Technology and Innovation Expertise   Qualifications   With over 35 years in the aerospace and defense industry, Ms. Flach’s qualifications to serve on the Board include her leadership, international and business experience as Chief Operating Officer of Northrop Grumman Corporation (“NGC”) from January 2016 through December 2017, overseeing and enhancing program execution, risk management and operational excellence across the company; her leadership of NGC’s global supply chain and service as a member of the Corporate Policy Council; her NGC service as President of the Electronic Systems Sector from January 2013 through December 2015 and President of Enterprise Shared Services from March 2010 through December 2012; and her current service on the Loyola University, Maryland, board of advisors.  

Age             63 Director Since 2017 Committees of Our Board Compensation Committee             Executive Committee Finance Committee

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

48     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Matthew S. Levatich     Retired President and Chief Executive Officer,
Harley-Davidson, Inc.,
A Manufacturer of Motorcycles
and Related Products           Key Skills and Experience   •   CEO Experience   •   Operational Leadership   •   Global Business Experience   Qualifications   Mr. Levatich’s qualifications also include his extensive manufacturing, global marketing and management experience as a former Harley-Davidson executive, including his prior service as President and Chief Executive Officer from May 2015 to March 2020; as President and Chief Operating Officer of Harley-Davidson Motor Company, Inc. from 2009 to May 2015; 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.; and his experience on the Dean’s Advisory Committee for the Robert R. McCormick School of Engineering and Applied Sciences at Northwestern University.  

Age             57 Director Since                 2012 Committees of Our Board Audit Committee Finance Committee Prior Public Company Directorships (year service ended) Harley-Davidson, Inc. (2020)

Continuing Directors

The following Directors are not standing for election at the 2023 Annual Meeting of Shareholders.

Directors with Terms Ending in 2024

Mark A. Blinn                     Former Chief Executive Officer 
and President, Flowserve Corp.,
A Supplier of Industrial Machinery         Key Skills and Experience   •   CEO Experience   •   Financial Expertise   •   Global Business Experience   Qualifications   Mr. Blinn’s qualifications also include his leadership experience, global business experience, industry experience, and extensive Board experience, including his prior service as the Chief Executive Officer and President of Flowserve from October 2009 until March 2017. He previously served Flowserve as Chief Financial Officer from 2004 to 2009 and in the additional role of Head of Latin America from 2007 to 2009. Prior to Flowserve, Mr. Blinn served in senior finance, treasury and planning positions at FedEx Kinko’s Office and Print Services, Inc., Centex Corp., FirstPlus Financial Inc., Electronic Data Systems Corp. and Commercial Capital Funding Inc. He also serves on the executive board for Southern Methodist University’s Cox School of Business.  

Age             60 Director Since                 2019 Committees of Our Board Audit Committee Compensation Committee Current Public Company Directorships Globe Life Inc. Leggett & Platt Incorporated Texas Instruments Incorporated

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     49

MANAGEMENT PROPOSALS

Arthur F. Golden         Former Senior Partner,
Davis Polk & Wardwell,
A Law Firm           Key Skills and Experience   •   Business Development Expertise   •   Global Business Experience   •   Corporate Governance Experience   Qualifications   Mr. Golden’s qualifications to serve on the Board include his leadership, international and industry experience as a former Senior Partner, Global Co-Chair of Mergers and Acquisitions and Head of the Antitrust Practice at Davis Polk; leading 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 former service as a member of the Board of Trustees of Rensselaer Polytechnic Institute from 2005 through 2022, and Chairman of the Rensselaer Board from 2017 through 2022. Mr. Golden moved to Senior Counsel at his law firm in January 2020 and became Emeritus Trustee of Rensselaer in January 2023.    

Age             76 Director Since                
2000 Committees of Our Board
Executive Committee Finance Committee

Candace Kendle           Retired Chairman and Chief Executive Officer, Kendle International Inc.,
A Global Clinical Research
Organization         Key Skills and Experience   •   Technology and Innovation Expertise   •   Corporate Governance Experience   •   Industry, End-Markets and Growth Areas   Qualifications   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 experience as a founder of ReadAloud.org, a non-profit organization aimed at improving childhood literacy; her prior service as a director and member of the Audit Committee of United Parcel Service, Inc.; her prior service as a director and as a member of the Audit and Corporate Governance Committees of H. J. Heinz; 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.

Age             75 Director Since                
2014 Committees of Our Board
Audit Committee Nominating Committee Prior Public Company Directorships (year service ended) United Parcel Service, Inc. (2019) H. J. Heinz (2013)

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

50     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

James S. Turley   Board Chair, Emerson
Retired Chairman of The Board
and Chief Executive Officer,
Ernst & Young, A Professional
Services Organization         Key Skills and Experience   •   Financial Expertise   •   CEO Experience   •   Corporate Governance Experience   Qualifications   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 from 2001 through June 30, 2013; his service as a director and member of the Audit, Executive and Risk Management Committees of Citigroup, Inc.; his service as a director and member of the Audit and Governance Committees of Northrop Grumman Corporation; his service as a director and Chair of the Compensation Committee of Precigen, Inc.; and his service on the boards of the Kohler Company and the St. Louis Trust Company. He also serves on the board of directors and as an officer of the Boy Scouts of America, and on the boards of directors of the St. Louis MUNY and Forest Park Forever.  

Age             67 Director Since                 2013 Committees of Our Board Audit Committee Executive Committee Nominating Committee Current Public Company Directorships Citigroup, Inc. Northrop Grumman Corporation Precigen, Inc.

Directors with Terms Ending in 2025

Joshua B. Bolten   Chief Executive Officer, Business
Roundtable,
Pro-Business Public Policy
Advocacy Group         Key Skills and Experience   •   Corporate Governance Experience   •   Operational Leadership   •   Global Business Experience   Qualifications   Mr. Bolten’s qualifications to serve on the Board also include his financial, leadership, and governmental experience in his position prior to January 2017 as Managing Director of Rock Creek Global Advisors, an international advisory firm, and 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 as Chief Executive Officer of the Business Roundtable and a member of the Boards of the U.S. Holocaust Memorial Museum, and the ONE Campaign.  

Age 68 Director Since 2012 Committees of Our Board Executive Committee Nominating Committee Current Public Company Directorships Global Advisory Council of BP plc PIMCO Global Advisory Board

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     51

MANAGEMENT PROPOSALS

William H. Easter III     Former Chairman And President
and Chief Executive Officer,
DCP Midstream LLC,
A Large Midstream Petroleum
Service Company               Key Skills and Experience   •   CEO Experience   •   Operational Leadership   •   Global Business Experience   Qualifications   Mr. Easter’s qualifications to serve on the Board also include his extensive leadership, operational, and government affairs experience gained from his past service as Chairman, President and CEO of DCP Midstream LLC and his more than 30 years in senior roles with ConocoPhillips; his prior service as a director and member of the Audit and Corporate Practices Committee of Grupo Aeromexico, S.A.B.; his prior service as a director and Chair of the Compensation Committee and member of the Nominating & Governance Committee of Concho Resources Inc.; and his current service as a director and Chair of the Audit Committee and member of the Governance and Safety & Security Committees of Delta Airlines Inc. He will also continue to serve as Chairman of the Board of the Memorial Hermann Hospital System in Houston thru December 31, 2022.

Age             73 Director Since                 2020 Committees of Our Board Compensation Committee Finance Committee Current Public Company Directorships Delta Airlines Inc. Prior Public Company
Directorships
(year service ended):
Baker Hughes, Inc. (2017)
Concho Resources Inc.
(2021)
Grupo Aeromexico, S.A.B. de C.V.
(2022).

S. L. Karsanbhai   President and CEO,
Emerson             Key Skills and Experience   •   CEO Experience   •   Global Business Experience   •   Industry, End-Markets and Growth Areas   Qualifications   Mr. Karsanbhai’s qualifications to serve on the Board also include his prior leadership and global business experience, including as Executive President of Emerson’s Automation Solutions business from October 2018 to February 2021, Group President of Emerson’s Rosemount measurement & analytical business from 2016 to 2018, President of Emerson’s former Network Power business in Europe, Middle East and Africa from 2014 to 2016, and VP of Planning with responsibility for Emerson’s global strategy from 2012 to 2014, and various other roles with Emerson since 1995.

Age 53 Director Since 2021 Committees of Our Board Executive Committee

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

52     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Lori M. Lee                     Chief Executive Officer, AT&T Latin America Global Marketing Officer,
AT&T, Inc., A Global Technology,
Media and Telecommunications Company           Key Skills and Experience   •   Financial Expertise   •   Technology and Innovation Expertise   •   Global Business Experience   Qualifications   Ms. Lee’s qualifications to serve on the Board also include her leadership, international and global marketing experience in her prior positions as Senior Executive Vice President and Global Marketing Officer, AT&T, Inc. from April 2015 through July 2017; Senior Executive Vice President – Home Solutions, AT&T, Inc. from April 2013 through March 2015; Executive Vice President – Home Solutions, AT&T, Inc.; Chief Marketing Officer – Home Solutions, AT&T Services, Inc.; Senior Vice President – Small Business Marketing, AT&T Services, Inc.; Senior Vice President – Customer Care, AT&T Operations, Inc.; Senior Vice President – Corporate Strategy, AT&T Operations, Inc.; Senior Vice President – Strategic Planning, AT&T Operations, Inc. Ms. Lee has also been a licensed Certified Public Accountant and has held numerous Vice President of Finance positions.

Age             57 Director Since                 2018 Committees of Our Board Audit Committee Executive Committee Finance Committee

Key skills and experience, identified above, are particularly relevant to a Director’s service on Emerson’s Board and are given additional weighting when the combined expertise of the Board is considered for planning purposes. Please see the Directors’ Skills and Experience Matrix on page 47 for additional skills and experience for each Director.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     53

MANAGEMENT PROPOSALS

Proxy Item No. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with its Charter, the Audit Committee has selected KPMG LLP, independent registered public accounting firm, to audit the Company’s consolidated financial statements for fiscal 2023. KPMG LLP served as the Company’s independent registered public accounting firm for fiscal 2022 and has been retained continuously as the Company’s external auditor since 1938.

The members of the Audit Committee (i) having received KPMG LLP’s written independence report and having discussed same with KMPG LLP; and (ii) having assessed KPMG LLP’s past service and qualifications believe that the continued retention of KPMG LLP is in the best interests of the Company and its shareholders. The Audit Committee is asking the shareholders to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.

The Audit Committee is not required to take any action as a result of the outcome of this ratification vote. In the event shareholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Committee determines that such a change would be in the Company’s and the shareholders’ best interests.

The Audit Committee has approved in advance all services provided by KPMG LLP. A member of KPMG LLP is expected to be present at the meeting with the opportunity to make a statement and respond to appropriate questions from shareholders.

OUR BOARD AND AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE

“FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

54     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Proxy Item No. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act and SEC rules, our Board of Directors is again submitting for a non-binding shareholder vote our executive compensation as described in this proxy statement (commonly referred to as “say-on-pay”). We plan to hold this vote annually.

Emerson is a performance-driven, financially focused company with a long track record of strong performance in good economic times, and stable profitability and returns to shareholders even when economic conditions are unfavorable. 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 it continues to do so today.

We encourage shareholders to review the Compensation Discussion and Analysis on pages 19 to 35. The Company’s executive compensation program supports Emerson’s rigorously-applied management, organizational review and compensation planning processes, which have been implemented over the years by successive teams of talented and committed executives.

The foundational elements of our program include paying for performance, maximizing shareholder value without excessive risk, aligning executive and shareholder interests, providing competitive pay to attract and retain executives and rewarding 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 shareholders, as evidenced by Emerson’s pay practices:

• Pay for Performance. NEO compensation is tied to Company performance.

• We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance.

• Long-Term Performance. Our primary incentive compensation – performance shares – is based on the Company’s achievement of established financial objectives over a minimum three-year performance period.

• Maximize Shareholder Value While Mitigating Risk. Our performance shares program is based on significant financial targets and rewards growth over the long term, discouraging short-term risk taking.

• Alignment with Shareholders. We have substantial stock ownership requirements, which our NEOs greatly exceed, and blackout, expanded clawback, pledging and anti-hedging policies.

• No Tax Gross-Ups. We do not provide tax gross-ups to our NEOs (except with respect to our relocation policy applicable to all employees).

• No Employment, Severance or Golden Parachute Agreements with any of our NEOs.

• 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.

• Double Trigger Change of Control. We utilize double trigger provisions on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan.

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. The Board strongly endorses the Company’s executive compensation program and recommends that the shareholders vote in favor of the following resolution:

RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation” and “Compensation Tables”, 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 vote. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting on February 7, 2023, we expect that the next say-on-pay vote will occur at our next Annual Meeting to be held on February 6, 2024.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE

“FOR ” THIS PROPOSAL.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     55

MANAGEMENT PROPOSALS

Proxy Item No. 4: VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act and SEC rules, we are asking shareholders to vote, on an advisory basis, on whether the required say-on-pay vote in proposal 3 should occur every one, two or three years. SEC rules require us to submit this vote to shareholders at least once every six years. You have the option to vote for any one of the three options, or to abstain on the matter.

The Board has determined that an annual advisory vote on executive compensation is the best approach for the Company at this time based on a number of considerations, including the following:

• While our compensation strategies are related to both the short-term and longer-term business outcomes, we make compensation decisions annually;

• An annual vote is consistent with our recent shift to an annual award cycle for performance shares;

• An annual vote provides shareholders the opportunity to evaluate key performers and our executive compensation program more frequently;

• An annual advisory vote gives us more frequent feedback on our compensation disclosures and the compensation of our named executive officers; and

• An annual vote is consistent with market practice and the articulated preference of our shareholders.

Although the vote is non-binding, our Board of Directors will take into account the outcome of the vote when making future decisions about the Company’s executive compensation policies and procedures. As discussed under “Shareholder Engagement”, the Company’s shareholders also have the opportunity to provide additional feedback on important matters, including executive compensation, at any time.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE

TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY ONE YEAR.

56     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Ownership of Emerson Equity Securities

Ownership of Directors and Executive Officers

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 NEOs, and by all Directors and executive officers as a group, as of September 30, 2022. 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)
Mark A. Blinn		8,135
Joshua B. Bolten		24,267
Sara Y. Bosco(3)		114,124
Mark J. Bulanda		231,412
Martin S. Craighead		8,340
Frank J. Dellaquila(4)		492,432
William H. Easter III		6,281
Gloria A. Flach		12,864
Arthur F. Golden		90,712
Surendralal (Lal) L. Karsanbhai(5)		154,966
Candace Kendle(6)		23,264
Ram R. Krishnan(7)		98,961
Lori M. Lee		8,586
Matthew S. Levatich		23,098
James S. Turley		20,931
All Directors and Executive Officers as a group (21 persons) (8)(9)(10)		1,923,057

(1) Under rules of the SEC, persons who have power to vote or dispose of securities, either alone or jointly with others, are 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 common stock over which the person named has no investment power: Mr. Karsanbhai, President and CEO-75,000; Mr. Dellaquila, Senior Executive Vice President and Chief Financial Officer-10,000; Mr. Krishnan, Executive Vice President and Chief Operating Officer-22,000; Mr. Bulanda, Executive President, Automation Solutions-22,000; Mr. Blinn-6,235; Mr. Bolten-24,267; Mr. Craighead-7,340; Mr. Easter-4,425; Ms. Flach-11,834; Mr. Golden-3,692; Dr. Kendle-3,692; Ms. Lee-8,586; Mr. Levatich-23,098; Mr. Turley-20,931; and all Directors and executive officers as a group-392,100. Also includes the following restricted stock units held by Mr. Krishnan-1,000, over which he has no voting or investment power.

(2) As required by SEC rules, includes the following shares which such persons have, or will have within 60 days after September 30, 2022, the right to acquire upon the exercise of employee stock options: Mr. Karsanbhai-29,000; Mr. Dellaquila-100,000; Mr. Bulanda-40,000; and Ms. Bosco-12,000.

(3) Includes 370 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Ms. Bosco exercises investment power but has no financial invest.

(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. Includes 3,624 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Dellaquila exercises investment power but has no financial invest.

(5) Includes 907 shares held as custodian for Mr. Karsanbhai’s son and daughter and 49,439 shares held by trust over which Mr. Karsanbhai exercises investment power.

(6) Includes 1,200 shares held by the spouse of Dr. Kendle.

(7) Includes 74,230 shares held by trust over which Mr. Krishnan shares investment power with his spouse.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     57

OWNERSHIP OF EMERSON EQUITY SECURITIES

(8) Includes 292,617 shares of common stock which executive officers have, or will have within 60 days after September 30, 2022, the right to acquire upon exercise of employee stock options. Also includes 2,500 restricted stock units held by executive officers. Shares owned as a group represent less than 1% of the outstanding common stock of the Company.

(9) Includes 604,684 shares of common stock beneficially owned by six other executive officers of the Company, of which 149,000 shares are restricted and over which the other executive officers have no investment power, 1,500 restricted stock units and 111,617 shares which the other executive officers have, or will have within 60 days after September 30, 2022, the right to acquire upon exercise of employee stock options.

(10) Includes 3,994 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which officers exercise investment power but have no financial interest.

Ownership of Greater than 5% Shareholders

The following table lists the beneficial ownership of each person holding more than 5% of Emerson’s outstanding common stock as of September 30, 2022, 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)		51,951,679		8.7	%
100 Vanguard Blvd., Malvern, PA 19355
BlackRock, Inc. (2)		37,288,768		6.2	%
55 East 52nd Street, New York, NY 10055

(1) The Vanguard Group filed a Schedule 13G/A on February 10, 2022, with the SEC indicating that, as of December 31, 2021, it had beneficial ownership of 51,951,679 shares, including sole dispositive power over 49,563,790 shares, shared voting power over 914,983 shares and shared dispositive power over 2,387,889 shares of the Company’s outstanding stock.

(2) BlackRock, Inc. filed a Schedule 13G/A on February 1, 2022, with the SEC indicating that, as of December 31, 2021, it had beneficial ownership of 37,288,768 shares, including sole voting power over 31,672,220 shares and sole dispositive power over 37,288,768 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.

58     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Questions and Answers About the 2023 Annual Meeting

1. Why did I receive these materials?

Our Board of Directors is soliciting proxies on its behalf to be voted at the 2023 Annual Meeting of Shareholders on February 7, 2023, at 10:00 a.m., Central Time, to be held in a virtual format accessible at www.virtualshareholdermeeting.com/EMR2023. The proxies also may be voted at any adjournments or postponements of the meeting. All properly executed written proxies, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is earlier revoked.

2. How are these materials being distributed?

On or about December 9, 2022, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain shareholders of record as of November 29, 2022, and posted our proxy materials for shareholder access at www.proxyvote.com. As more fully described in the Notice, shareholders may also request printed proxy materials. The Notice and website also provide information regarding how you may request proxy materials in printed or electronic form or electronically on an ongoing basis. We also mailed proxy materials to certain shareholders.

3. Why am I getting these materials from my broker, bank or other nominee, and not directly from Emerson?

If you hold your shares through a broker, bank or other nominee, you may also receive either the Notice or printed proxy materials from that entity, as required by SEC rules.

4. What is the difference between a shareholder of record and a shareholder who holds shares in street name?

If your shares are registered in your name on the books and records of our transfer agent, Computershare Trust Company, N.A., you are a shareholder of record. If your shares are held for you in the name of your broker, bank or other nominee, your shares are held in street name.

5. What is the record date? Who can vote?

The record date for the 2023 Annual Meeting is November 29, 2022 (“record date”). The record date was established by our Board under Missouri law. Holders of Emerson common stock at the close of business on the record date are entitled to receive notice of and vote at the meeting, or in the case of holders in street name, provide voting instructions to their broker, bank or other nominee. Each shareholder of record on the record date is entitled to one vote for each share of our common stock held on that date. There is no cumulative voting with respect to the election of Directors. On the record date, there were issued and entitled to be voted 582,303,104 shares of our common stock, par value $0.50 per share.

6. What are the different methods I can use to vote my shares?

By Telephone or Internet: All shareholders of record may vote their shares by telephone (within the United States, U.S. territories and Canada, there is no charge for the call) or by internet, using the procedures and instructions described on the proxy card, notice of internet availability of proxy materials and other enclosures. If you vote by telephone or internet, you need not mail back your proxy card. A

control number, located on the proxy card or Notice, must be provided to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded. Street name holders may vote by telephone or internet if their brokers, banks or other nominees make those methods available. Each broker, bank or other nominee will enclose instructions with the proxy materials. Follow the voting instructions on the form you receive from that firm.

In Writing: All shareholders also may vote by mailing their completed and signed proxy card (in the case of shareholders of record) or their completed and signed voting instruction form (in the case of street name holders).

At the Meeting: All shareholders of record may vote at the meeting by following the instructions on the virtual meeting site, accessible at www.virtualshareholdermeeting.com/EMR2023, and entering the 16-digit control number on the notice of internet availability, proxy card, or voting instruction form. Street name holders must obtain a legal proxy and other instructions from their broker, bank or other nominee in order to vote at the meeting through the virtual meeting site.

7. How many votes must be present to hold the 2023 Annual Meeting?

To conduct the meeting, a majority of our issued and outstanding shares entitled to vote as of the record date for the meeting, November 29, 2022, must be present in person or by proxy at the meeting. This is referred to as a quorum. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly vote by internet, telephone or mail. Abstentions, proxies which are marked or voted to deny discretionary authority on other matters and shares of record held by a broker, bank or other nominee (“broker shares”) that are voted on any matter are also included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

8. What vote is required to pass the proposals?

If a quorum is present, the affirmative vote of a majority of the shares entitled to vote that are present in person or represented by proxy at the 2023 Annual Meeting is required to elect Directors, to ratify the appointment of KPMG, to approve the compensation of the Company’s NEOs, and to act on any other matters properly brought before the meeting. Because of the nature of the vote on the frequency of advisory votes on executive compensation, there is not standard for determining which frequency has been “adopted” by the shareholders.

Shares represented by proxies which are marked or voted “AGAINST” or “ABSTAIN” with respect to the election of any one or more nominees for election as Directors, proxies which are marked or voted “abstain” on the other proposals, and proxies which are marked or voted to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting. Such proxies will thus have the same effect as a vote against such nominee or nominees, against such proposals and against such other matters, respectively. Proxies marked or voted “abstain” on the proposals regarding the frequency of advisory votes on executive compensation will not be counted as a vote for any of the three options, and the Board of Directors shall determine the impact of such votes.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     59

QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING

9. What if I do not specify a choice for a matter when returning a proxy?

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 ratification of the appointment of KPMG LLP as our independent registered public accounting firm in Proposal 2, FOR the approval, on an advisory basis, of the compensation of the Company’s NEOs in Proposal 3 and for ONE YEAR in Proposal 4. Otherwise, signed proxy cards without specified choices will be voted in the discretion of the proxies.

10. How will my shares be voted on any other matters to come before the meeting?

The Company knows of no other matters to come before the meeting. If any other matters properly come before the meeting, the proxies solicited hereby will be voted on such matters in the discretion of the persons voting such proxies, who are members of the Company’s management, except proxies which are marked to deny discretionary authority. 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, if any, as the Board of Directors of the Company may recommend.

11. Will my shares be voted if I do not provide my proxy or voting instructions?

Shareholders of Record: If you are a shareholder of record, your shares will not be voted if you do not provide your proxy or vote in person at the meeting. It is, therefore, important that you vote your shares. Street Name Holders: If your shares are held in street name and you do not provide your voting instructions to your broker, bank or other nominee, your shares may be voted by your broker, bank or other nominee only on certain “routine” matters, pursuant to rules of the NYSE. Only the ratification of the selection of KPMG LLP as our independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted on at the meeting are not considered “routine” under NYSE rules. If you do not provide voting instructions on a non-routine matter, your broker may indicate on the proxy that it does not have discretionary voting authority and your shares will not be voted on that matter, which is referred to as a “broker non-vote.” Broker non-votes will not be considered as present and entitled to vote with respect to that matter and thus will have no effect on the outcome of the vote with regard to such matters.

12. How can I revoke a proxy or change my vote?

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 6, 2023. If your shares

are held in street name, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions

13. Who will pay the cost of this proxy solicitation?

The solicitation will be by internet and mail and the expense thereof will be paid by the Company. The Company has retained MacKenzie Partners, Inc. 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 other employees of the Company and we may request brokerage houses, banks and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of shares held of record by such persons. We will reimburse such persons for expenses incurred in forwarding such soliciting material.

14. How do I obtain admission to the 2023 Annual Meeting?

Please see “Proxy Statement Summary—Attending the Meeting” above for information on attending the meeting and required information. If you have questions regarding whether you have the required information, please contact the Emerson Investor Relations Department at 314-553-2197 in advance of the meeting. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time. To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2023. Also, recording the meeting is prohibited. We thank you in advance for your patience and cooperation with these rules.

15. What does it mean if I receive more than one proxy card?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all shares represented by each proxy card or other voter information card received from your bank or broker. We recommend that you contact your bank or broker, or our transfer agent, to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A, P.O. Box 43006, Providence, Rhode Island 02940; you can reach Computershare at 1-888-213-0970 (from within the U.S. or Canada) or 1-781-575-2879 (from outside the U.S. or Canada).

16. May shareholders ask questions at the 2023 Annual Meeting?

Yes. Both the Chair and CEO will answer shareholders’ questions during the Q&A period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, each shareholder will be limited to two minutes. Shareholders may ask a second question only after all others have first had their turn and if time allows. Please follow the instructions on the virtual meeting site regarding how to submit questions. When submitting questions, shareholders must direct questions to the Chair and confine their questions to matters that relate directly to the business of the meeting.

60     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Other Matters

Future Shareholder Proposals and Nominations

Proposals for Inclusion in Proxy Statement Pursuant to Rule 14a-8

Proposals of shareholders intended to be presented at the 2024 Annual Meeting to be held on February 6, 2024, must be received by the Company by August 11, 2023, for inclusion in the Company’s proxy statement and proxy relating to that meeting pursuant to Rule 14a-8 under the Exchange Act. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies.

Proposals and Nominations Not for Inclusion in Proxy Statement

In accordance with our Bylaws, a shareholder who intends to submit an item of business, including a Director nomination or other proposal, outside of our proxy statement, at an Annual Meeting must comply with the requirements of our Bylaws including the provision of timely notice to the Secretary of the Company in advance of the meeting. To be timely, a shareholder’s notice ordinarily must be received at the principal executive offices of the Company not less than 90 nor more than 120 days before the meeting. For the 2024 Annual Meeting of Shareholders to be held on February 6, 2024, such notice must be received between October 9 and November 8, 2023. However, if the Company gives less than 100 days’ (1) notice of the meeting or (2) prior public disclosure of the date of the meeting, then such notice must be received within 10 days after notice of the meeting is mailed or other public disclosure of the meeting is made.

A shareholder’s notice to the Secretary shall set forth (i) as to each matter the shareholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the Annual Meeting, and (ii) as to the proposing shareholder(s) and the beneficial owner, if any, on whose behalf the proposal is made, and their respective affiliates or associates or others acting in concert therewith various “proposing shareholder information” as specified in detail in our Bylaws. This proposing shareholder information includes such information as material interests or arrangements, names and addresses, the number of shares beneficially owned, any derivative or hedging positions, any material interest in any contract with the Company or any affiliate or competitor, all information that would be required to be set forth in a Schedule 13D (or an amendment) if such a statement were required, any other information relating to any such person that would be required to be disclosed in a proxy statement or proxy contest, a representation whether any such person is or intends to participate in the solicitation of proxies, and a representation that the shareholder is a shareholder of record entitled to vote and intends to continue to hold such stock of the Company through the meeting.

In addition to the proposing shareholder information, for Director nominations outside of our proxy statement, the notice shall also include, as to each person whom the shareholder proposes to nominate, the information specified in detail in our Bylaws. Such information includes the name, age, business address and residence of such nominee, the principal occupation, the number of shares beneficially owned, any other information relating to such person that is required to be disclosed in solicitations of proxies for Director elections or is otherwise required, in certain cases details of any relationship, or understanding between the shareholder(s) and the nominee.

Our Bylaws also set out specific eligibility requirements that nominees for Director must satisfy, which require nominees to:

• complete and return a written questionnaire with respect to the background and qualification of the nominee and the background of any other person or entity on whose behalf the nomination is being made; and

• provide a written representation and agreement that the nominee:

o is not and will not become a party to (1) any agreement or arrangement with, and has not given any commitment or assurance to, any person as to how such nominee will act or vote (a “Voting Commitment”) that has not been disclosed to us or (2) any Voting Commitment that could limit or interfere with the nominee’s ability to comply with the nominee’s fiduciary duties under applicable law;

o is not and will not become a party to any agreement or arrangement with any person with respect to any compensation, reimbursement or indemnification in connection with service as a director that has not been disclosed therein; and

o if elected, would be in compliance and will comply with all of our applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

These requirements are separate from the requirements a shareholder must meet to have a proposal included in the Company’s proxy statement. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.

Director Nominees for Inclusion in Proxy Statement (Proxy Access)

In August 2017, the Board amended the Bylaws to permit a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. Notice of director nominees submitted under these Bylaw provisions must be delivered to and received by the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136, no sooner than July 12, 2023, and no later than August 11, 2023, to be considered timely for purposes of the Company’s 2024 Annual Meeting.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     61

OTHER MATTERS

To utilize proxy access, among other things, the electing shareholder and proposed nominee must comply with the detailed requirements set forth in our Bylaws, including the provision of the proposing shareholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law.

In each case the notice must be given to the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136. Any shareholder desiring a copy of the Company’s Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws is available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Bylaws.

Universal Proxy Rules

In addition to satisfying the foregoing requirements, including the timing and other requirements, under the Bylaws summarized above under “—Proposals and Nominations Not for Inclusion in Proxy Statement,” to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2024 Annual Meeting must also provide notice to Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136, that sets forth all information required by Rule 14a-19 under the Exchange Act no later than December 9, 2023 (or, if the 2024 Annual Meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2023 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or by the close of business on the tenth calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made). A shareholder seeking to utilize the universal proxy rules must comply with those rules and must also comply with our Bylaws, including the obligation to provide timely notice (not less than 90 nor more than 120 days before the meeting) as described above under “—Proposals and Nominations Not for Inclusion in Proxy Statement.”

Communications with the Company and Obtaining Emerson Documents

Shareholders and other interested persons may contact the Independent Chair of the Board or any of our Directors 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 Independent Chair of the Board or relevant Director.

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, Investors, Corporate Governance. The foregoing documents are available in print to shareholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.

Additional Filings

The Company’s Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website on the internet as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. They may be accessed as follows: www.Emerson.com, Investors, SEC filings. Information on our website does not constitute part of this proxy statement.

Householding of Proxies

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports, proxy statements and notices of internet availability of proxy materials with respect to two or more shareholders sharing the same address by delivering a single annual report, proxy statement and/or a notice of internet availability of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” can provide extra convenience for shareholders and cost savings for companies. The Company and some brokers household annual reports, proxy materials and notices of internet availability of proxy materials, delivering a single annual report, proxy statement and/or notice of internet availability of proxy materials to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

Once you have received notice from your broker or the Company that your broker or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement and notice of internet availability of proxy materials, or if you currently receive multiple copies of these documents and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Investor Relations, or by telephoning 314-553-2197 or by visiting our website.

Forward-Looking Statements

This Proxy Statement may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Securities Exchange Act and other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our strategy, outlook, operations, prospects, aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, our net zero ambition and related goals, diversity, equity and inclusion or other initiatives, plans, targets, objectives or goals are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. These forward-looking statements are based on current expectations and are subject to risks and uncertainties. Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the Company’s ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed Climate Technologies transaction, the scope, duration and ultimate impact of the COVID-19 pandemic and the Russia-Ukraine conflict, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the “Safe Harbor Statement” of Part II, Item 7, to the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 and in subsequent reports filed with the SEC, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

62     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Appendix A

EMERSON DIRECTOR INDEPENDENCE STANDARDS

In order to be considered independent under the rules of the New York Stock Exchange, the Board must determine that a director does not have any direct or indirect material relationship with Emerson Electric Co. (“Emerson”). The Board has established the following guidelines to assist it in determining director independence under the NYSE rules. Any Director who meets the following standards will be deemed independent by the Board:

1. The Director was not employed by Emerson, and no immediate family member of the Director was employed by Emerson as an executive officer, within the preceding three years;

2. The Director is not a partner or employee of Emerson’s independent auditor, and no immediate family member of the Director is a partner of Emerson’s independent auditor, or is employed by such auditor and personally works on Emerson’s audit, and neither the Director nor any immediate family member has been within the preceding three years a partner of or employed by Emerson’s independent auditor and has personally worked on Emerson’s audit within that time;

3. Neither the Director nor any immediate family member of the Director was employed as an executive officer by any company at the same time any Emerson executive officer served as a member of such company’s compensation committee within the preceding three years;

4. Neither the Director, nor any member of the Director’s immediate family received in any twelve-month period during any of Emerson’s last three fiscal years direct compensation in excess of $120,000 from Emerson other than regular director compensation, pension and other deferred payments that are not in any way contingent on continued service to Emerson, and compensation received by an immediate family member for service as a non-executive officer of Emerson;

5. If the Director is an employee of, or if any immediate family member is an executive officer of, another organization that does business with Emerson, the annual sales to, or purchases from, Emerson by such company in each of the last three fiscal years were less than the greater of two percent of the annual revenues of such company or $1,000,000;

6. If the Director is an executive officer of another organization which is indebted to Emerson, or to which Emerson is indebted, the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the company the Director serves as an executive officer;

7. If the Director is, or is a director, executive officer or greater than 10% owner of an entity that is, a paid advisor, paid consultant or paid provider of professional services to Emerson, any member of Emerson’s senior management or any immediate family member of a member of Emerson’s senior management, the amount of such payments is less than the greater of 2% of such entity’s annual revenues or $1,000,000 during Emerson’s current fiscal year;

8. If the Director is a partner, principal or counsel in a law firm that provides professional services to Emerson, the amount of payments for such services is less than the greater of 2% of such law firm’s annual revenues or $1,000,000 during Emerson’s current fiscal year;

9. If the Director serves as an officer, director or trustee of a charitable organization to which Emerson makes contributions: (i) Emerson’s discretionary contributions to such organization are less than the greater of two percent of such organization’s total annual charitable receipts or $1 million; (ii) Emerson’s contributions are normal matching charitable gifts and similar programs available to all employees and independent directors; or (iii) the charitable donation goes through the normal corporate charitable donation approval processes, and is not made “on behalf of” a Director;

10. The Director’s ownership of Emerson stock, direct or indirect, is less than 1% of the total outstanding Emerson stock;

11. If the Director is affiliated with, or provides services to, an entity in which Emerson has an ownership interest, such ownership interest is less than 20%;

12. Any other relationship between the Director and Emerson not covered by the standards set forth above is an arrangement that is usually and customarily offered to customers of Emerson; and

13. If any relationship exists between Emerson and any Director that is not addressed by the standards set forth above, the Directors meeting these standards shall determine whether such relationship impairs the independence of such Director.

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     A-1

Appendix B

GAAP to NON-GAAP RECONCILIATIONS

2022 Underlying Sales Change	Emerson
Reported (GAAP)		8	%
(Favorable) / Unfavorable FX		2	%
Acquisitions		(2	)%
Divestitures		1	%
Underlying		9	%

Earnings Per Share	FY22			Change
Earnings per share (GAAP)	$	5.41			42	%
Restructuring and related costs		0.15			(5	)%
Amortization of intangibles		0.48			(2	)%
Gain on subordinated interest		(0.60	)		(13	)%
Gain on sale of Therm-O-Disc		(0.72	)		(16	)%
Russia business exit		0.32			7	%
Acquisition/divestiture costs and interest on pre-acquisition AspenTech debt		0.19			4	%
AspenTech Micromine purchase price hedge		0.04			1	%
Investment-related gains		(0.02	)		—	%
OSI purchase accounting		—			(2	)%
Adjusted earnings per share	$	5.25			16	%

EBITA Margin	FY22			Change
Pretax margin (GAAP)		20.8	%		480 bps
Interest expense, net		1.0	%		20 bps
Restructuring and related costs		0.6	%		(40) bps
Amortization of intangibles		2.3	%		50 bps
Gain on sale of Therm-O-Disc		(2.5	)%		(250) bps
Gain on subordinated interest		(2.3	)%		(230) bps
Russia business exit		0.9	%		90 bps
Acquisition/divestiture costs		0.6	%		60 bps
AspenTech Micromine purchase price hedge		0.3	%		30 bps
Investment-related gains		(0.1	)%		— bps
OSI purchase accounting items		—	%		(30) bps
Adjusted EBITA margin		21.6	%		180 bps

Year-To-Date Cash Flow	FY22
Operating cash flow (GAAP)	$	2,922
Capital expenditures		(531	)
Free cash flow	$	2,391

B-1     PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

APPENDIX B

Cash Flow to Net Earnings Conversion	FY 22
Operating cash flow to net earnings (GAAP)		90	%
Capital expenditures		(16	%)
Free cash flow to net earnings		74	%
Vertiv gain & taxes paid / Therm-O-Disc gain and taxes paid / Russia business exit		24	%
Adjusted free cash flow to net earnings		98	%

PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS     B-2

 

EMERSON ELECTRIC CO.

8000 WEST FLORISSANT AVENUE

P.O. BOX 4100

ST. LOUIS, MO 63136-8506

WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. IF YOU VOTE BY INTERNET OR PHONE, YOU DO NOT NEED TO RETURN THIS PROXY CARD.

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on February 6, 2023 for shares held directly and by 11:59 P.M. Eastern Time on February 2, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/EMR2023

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on February 6, 2023 for shares held directly and by 11:59 P.M. Eastern Time on February 2, 2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received prior to the start of the Annual Meeting of Shareholders for your vote to be counted.

SPECIAL VOTING DEADLINE NOTICE TO PARTICIPANTS IN EMERSON ELECTRIC CO. BENEFIT PLANS

If you own shares of Emerson Electric Co. common stock through any benefit plan of Emerson or any of its subsidiaries, the shares represented by your proxy card include those shares. To allow sufficient time for the plan trustees to vote, the trustees must receive your voting instructions by 11:59 P.M. Eastern Time on February 6, 2023. If the trustees do not receive your properly completed instructions by that date, the trustees will vote the shares in the same proportion as the votes that the trustees receive from other plan participants, unless otherwise required by law.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D93549-P80175-Z83426                 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — —

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.         DETACH AND RETURN THIS PORTION ONLY

EMERSON ELECTRIC CO.
	THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 AND FOR “ONE YEAR” IN PROPOSAL 4.
	THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES:
	1.	ELECTION OF DIRECTORS FOR TERMS ENDING IN 2026
		Nominees:		For	Against	Abstain
		1a.   Martin S. Craighead		☐	☐	☐
		1b.  Gloria A. Flach		☐	☐	☐
		1c.   Matthew S. Levatich		☐	☐	☐
	THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:			For	Against	Abstain
	2.	Ratification of KPMG LLP as Independent Registered Public Accounting Firm.		☐	☐	☐
	3.	Approval, by non-binding advisory vote, of Emerson Electric Co. executive compensation.		☐	☐	☐
	THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF EVERY “ONE YEAR” ON ITEM NO. 4.		One   Year	Two Years	Three Years	Abstain
	4.	Advisory vote on frequency of future shareholder advisory approval of the Company’s executive compensation.	☐	☐	☐	☐

The undersigned hereby acknowledges receipt of Notice of Annual Meeting and accompanying Proxy Statement.

(NOTE: Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.)

Signature [PLEASE SIGN WITHIN BOX]  Date    Signature (Joint Owners)    Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and our Annual Report to Shareholders, including our Annual Report on

Form 10-K, for the fiscal year ended September 30, 2022, are available at www.proxyvote.com.

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — 

FOLD AND DETACH HERE              D93550-P80175-Z83426

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, does hereby appoint S.L. KARSANBHAI, S.Y. BOSCO, and J.A. SPERINO, or any of them, with full powers of substitution, the true and lawful attorneys-in-fact, agents and proxies of the undersigned to represent the undersigned at the Annual Meeting of the Shareholders of EMERSON ELECTRIC CO., to be held on February 7, 2023, commencing at 10:00 A.M., Central Standard Time, via the internet at www.virtualshareholdermeeting.com/EMR2023, and at any and all adjournments or postponements of said meeting, and to vote all the shares of Common Stock of the Company standing on the books of the Company which the undersigned is entitled to vote as specified and in their discretion on such other business as may properly come before the meeting. The matters stated on the reverse side were proposed by the Company, except as indicated.

THIS PROXY WILL BE VOTED AS SPECIFIED AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND FOR “ONE YEAR” IN PROPOSAL 4.

(Continued, and to be marked, dated and signed, on the other side)