UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant

Filed by a Party other than the Registrant

 

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

 

 

Rockwell Automation, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

---

BLAKE D. MORET

CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

December 14, 2021

“ROCKWELL RETURNED TO GROWTH THIS YEAR, AS AUTOMATION OF ESSENTIAL MANUFACTURING PROCESSES HELPED THE WORLD RECOVER.”

Dear Fellow Shareowners:

 

The initial challenges of the COVID-19 pandemic accelerated Rockwell Automation’s transformation in 2020 and we made great progress in building on and operationalizing changes in fiscal 2021. Across all three business segments, in sales and marketing, and through our other functional areas, we have picked up the pace to create a pure play industrial automation and information company unlike any other.

Rockwell returned to growth this year, as automation of essential manufacturing processes helped the world recover. We stepped up investment in both internal development and acquisitions to expand our value in new industries and applications. Additional investments underscored our commitment to our people, who remain the foundation of our success.

The outlook for 2022 is exciting, as high backlog, continued strong orders, and very good execution give us confidence in our forecast. Continued very low order cancellation rates and direct line of sight to end customer projects validate the durability of this demand, and continued supply chain challenges are prudently embedded in even the top end of our guidance range.

Our mid- and long-term differentiation is strengthened by the growing capabilities of our management team, important new product releases showcased at our Automation Fair last month, and an evolving partner eco-system that is recognized as the best in the business.

The Rockwell Board has embraced this transformation, encouraging a sense of urgency and relentless quest for finding new ways to win. The evolution of our culture is modeled by the Board and seen throughout our 24,500 worldwide employees, creating a shared purpose that more rapidly integrates new talent with experienced Rockwell employees. I’m proud of the way that new employees from recent acquisitions such as Plex, Fiix, Kalypso, and ASEM are having an influence that goes beyond their acquired businesses. I’m also grateful for the way that the thousands of other employees who have joined Rockwell in the last year are being welcomed by their management and human resources teams, under conditions that remain very difficult. As I meet with new hires, I’m impressed by the diverse perspectives they bring and by their conviction that what we do matters.

Our technology and people are helping to build a more resilient economy through solutions that enable safe, secure remote operation of manufacturing processes. We are unlocking new agility with advanced material handling products and software that simulates and optimizes new production. And we are helping industrial companies grow more sustainably, by running existing processes more efficiently and by helping renewable energy producers lower their costs and increase their capacity. Our rock-solid automation products and new sources of value have never been more in demand, and nobody is better positioned to bring them together for even more impact.

We’re working every day to do extraordinary things for our customers. Thank you for your trust in and your ownership of Rockwell Automation.

 

BLAKE D. MORET

Chairman, President and Chief Executive Officer

---

TABLE OF CONTENTS

 

---

Back to Contents

MEETING INFORMATION

TUESDAY, FEBRUARY 1, 2022

5:30 p.m. CST

VIRTUAL ANNUAL MEETING
Attend the meeting online and vote at

www.virtualshareholdermeeting.com/ROK2022

TO THE SHAREOWNERS OF ROCKWELL AUTOMATION, INC.

You are cordially invited to attend our 2022 Annual Meeting of Shareowners on Tuesday, February 1, 2022, at 5:30 p.m. (Central Standard Time). The meeting will be a completely virtual meeting of shareowners conducted via live audio webcast for the following purposes:

Item 1 - to elect as directors the four nominees named in the accompanying proxy statement;

Item 2 - to approve on an advisory basis the compensation of our named executive officers;

Item 3 - to approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022;

and to transact such other business as may properly come before the meeting.

RECORD DATE

December 6, 2021

WHO MAY VOTE

You may vote if you were a shareowner of record at the close of business on the December 6, 2021 record date.

IMPORTANT MEETING INFORMATION

You will find information about the business to be conducted at the meeting in the attached proxy statement. Due to the continued public health impact of the COVID-19 pandemic, and to support the health and well-being of our shareowners, employees and communities, this year’s annual meeting will be held online via a live audio webcast. Shareowners will be able to listen to the annual meeting live online, submit questions, and vote their shares virtually. You can read about our performance in the accompanying 2021 Annual Report on Form 10-K. In addition, we make available on our Investor Relations website at https://ir.rockwellautomation.com/investors a variety of information for investors.

Your vote is important to us. Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone. If you decide to attend the meeting, you will still be able to vote online during the meeting, even if you previously submitted your proxy. If you plan to attend the meeting, please follow the instructions on page 73 of this proxy statement for login instructions.

DISTRIBUTION

We are furnishing our proxy materials to our shareowners over the internet using “Notice and Access” delivery. This method reduces the environmental impact of our annual meeting. Certain shareowners will receive a printed copy of our proxy materials.

By order of the Board of Directors,

REBECCA W. HOUSE

Secretary

December 14, 2021

 

 

---

Back to Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

VOTING MATTERS

We are asking you to vote on the following proposals at the Annual Meeting:

BOARD AND GOVERNANCE HIGHLIGHTS

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    2

---

Back to Contents

The following chart highlights Board composition and certain key attributes of our director nominees and continuing directors on the Board. Additional information about each director’s experience and qualifications is set forth in their profiles.

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    3

---

Back to Contents

EXECUTIVE COMPENSATION

We seek sustained growth and performance through a business strategy that depends on our executives for planning and execution. We believe it is important to align the compensation of our leadership with this growth and performance strategy through pay for performance, with appropriate levels of risk that are aligned with shareowner interests. We believe our shareowners support this philosophy based on positive shareowner approval of our executive compensation program.

We strive to align our compensation programs with best practices that address shareowner interests as provided in the Compensation Discussion & Analysis section. Our executive compensation program includes:

 

We have a long-standing and strong orientation toward pay for performance in our executive compensation program. In response to the evolving conditions and uncertainty the COVID-19 pandemic presented, we implemented temporary cost reduction actions, including reduction in executive compensation, that began in fiscal 2020 and ended during the first quarter of fiscal 2021. Reflecting our pay-for-performance orientation, no adjustments were made to fiscal 2020 performance targets or our zero annual incentive and below target performance share payout.

Economic conditions stabilized in fiscal 2021, and the Company benefited from the work done by all our employees to achieve strong fiscal 2021 financial results. Again, in accordance with our pay-for-performance orientation, we took actions in fiscal 2021 to recognize these results. The actions taken in fiscal 2020 and 2021, outlined below, applied consistently across all participants in these programs:

 

Our compensation actions helped to minimize workforce reductions and enabled us to make strategic investments that enhance value to our customers across diverse industries and deliver value to our shareowners through fast growth from areas of new value.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    4

---

Back to Contents

PROXY STATEMENT

2022 ANNUAL MEETING

This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (our Board) of proxies to be used at the Annual Meeting of Shareowners of Rockwell Automation on February 1, 2022 (the Annual Meeting) and at any adjournment of the Annual Meeting. We will refer to the company in this proxy statement as “we,” “us,” “our,” the “Company” or “Rockwell Automation.”

ROCKWELL AUTOMATION OVERVIEW

We are a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Our hardware and software products, solutions and services are designed to meet our customers’ needs to reduce total cost of ownership, maximize asset utilization, improve time to market and reduce enterprise business risk.

Our principal executive office is located at 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. Our telephone number is +1 (414) 382-2000, and our website is located at https://www.rockwellautomation.com. Our common stock trades on the New York Stock Exchange (NYSE) under the symbol ROK.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    5

---

Back to Contents

CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER

DONALD R. PARFET

LEAD INDEPENDENT DIRECTOR

 

“THE BOARD IS ACTIVELY ENGAGED WITH THE COMPANY’S INITIATIVES THAT UNDERSCORE OUR COMMITMENT TO MAINTAINING A STRONG AND INCLUSIVE CULTURE.”

Dear Fellow Shareowners:

On behalf of our Board, thank you for your investment in the Company and the trust you place in us to oversee your interests in its success. The Board is committed to independent oversight and strong corporate governance to enhance the value of your investment over the long term. As always, this year we worked closely with the Company’s management team to guide its strategic priorities as it addressed near-term challenges related to the COVID-19 pandemic and invested in opportunities that will drive the Company’s growth and create long-term shareowner value. I am pleased to update you on the Board’s priorities and actions over the past year.

Board Oversight of Company Strategy and Risk

In addition to the Company’s outstanding work to manage through the challenges brought on by the pandemic, this year was pivotal for the Company’s continued strategic transformation. The Company successfully operationalized its three new business segments that align with the value we deliver to customers. This year was also notable for the addition of new senior leaders who are adding expertise and different perspectives to help deliver the Company’s strategy. The Board was actively involved in their recruitment and hiring, and we are committed to adding leaders who are not only well-positioned to drive growth and value, but also share our commitment to our strong culture, including a keen focus on integrity, diversity, equity, and inclusion. In September we announced the completion of the acquisition of Plex Systems, which further accelerates growth in strategic areas of focus. The Board’s conversations on this transaction, as well as the other acquisitions this year, were part of our broader discussions at Board meetings where directors engaged in meaningful dialogue about the Company’s corporate strategy and key risks and opportunities. Our directors diligently provide this oversight with a purposefully curated mix of skills and experiences. As a Board we are aligned on the Company’s strategic direction and committed to open communication with the management team.

Board Oversight of Environmental, Social and Governance Initiatives

The Company’s strategy incorporates and is informed by our environmental, social, and governance (ESG) initiatives. The management team worked proactively with and received guidance from the Board as it addressed not only traditional human capital management issues but also novel issues presented by the pandemic. The Board is actively engaged with the Company’s initiatives that underscore our commitment to maintaining a strong and inclusive culture. Directors were involved in the recruitment of our new Chief Diversity, Equity and Inclusion officer, participated in diversity and inclusion programs with our employees, and continued our practice of meeting key talent across the organization. Our involvement with the Company’s stakeholders does not stop with employees. The Board reviews shareowner communications sent to its attention and is informed about shareowner feedback provided during the Company’s year-round investor engagements. We continue to use shareowner input to inform our governance practices to ensure they remain strong. I encourage you to review the Company’s annual Sustainability Report, which provides additional information about our Sustainability Strategy across ESG initiatives, which is focused on creating a sustainable Company, sustainable communities, and sustainable customers.

Again, thank you for your investment in the Company. It is my privilege to serve as Lead Independent Director of the Board, and I greatly value your continued support.

DONALD R. PARFET
Lead Independent Director

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    6

---

Back to Contents

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Sustainability is central to our mission to make the world more productive and more sustainable, and to our promise of Expanding Human Possibility. We have long understood that sustainability is a key imperative for our business and our stakeholders and we continuously adapt our sustainability approach to meet new challenges and make a meaningful, lasting difference in the world. Under the three sustainability pillars of Environmental, Social, and Governance (ESG), we prioritize the topics we believe will create the most value and help us deliver three outcomes: Sustainable Customers, Sustainable Company, and Sustainable Communities.

 

Rockwell Automation is uniquely positioned to have a positive impact on the world because we help our customers to achieve their own sustainability goals. We offer innovative ways to reduce waste, increase operational and resource efficiency, and enable customers to successfully navigate sustainable digital transformation. We strive to operate our own business with maximum efficiency with a focus on programs and initiatives to maximize resource efficiency (energy, water, waste) to reduce demand and emissions. In 2010, we set a goal to cut greenhouse gas emissions intensity 30%, from a 2008 baseline, by 2022. Through various resource efficiency initiatives, in 2018 we met our goal four years early. In November 2020, we announced our goal to be carbon neutral by 2030 (scope 1 and 2 emissions). In 2021 we released our first Global Reporting Initiative report and announced the creation of our new sustainability team tasked with driving our holistic strategy for all aspects of sustainability. We also plan to release our first ever Task Force on Climate-Related Disclosures (TCFD) report by late December.

 

 

We are committed to making a positive impact on the world by investing in the communities where our employees live and work. Programs and activities that build science, technology, engineering, and math (STEM) skills are our key philanthropic focus. We invest heavily in university and workforce training programs that address shortages of skilled manufacturing talent while providing access to family-supporting jobs. Every partnership is designed to provide equitable access to people with diverse backgrounds and experiences.

Our diverse workforce and inclusive culture are a competitive advantage that improve our ability to recruit and retain top talent, maximizing innovation, teamwork, and problem-solving to accelerate business growth. In 2021 we increased investments to promote diversity, equity and inclusion (DEI) more broadly across our organization and hired our first Chief Diversity, Equity and Inclusion Officer. He leads the team responsible for designing and operationalizing our holistic DEI strategy that reaches employees, suppliers, and commercial and community partners. Our strategy builds on over a decade of work, with newer initiatives focused on including progress on strategic company goals, including DEI, in our executive compensation program and formally training leaders to manage and sponsor employees across difference. Our culture extends to our responsible supply chain practices. Our suppliers and distributors follow our Supplier and PartnerNetwork Codes of Conduct and abide by social compliance standards to support human rights, labor rights, security, and diversity and inclusion.

Integrity guides our every action as we inspire, enable and equip our people to innovate, outperform our competitors, and deliver on the needs of our customers. Our culture is focused on four tenets: strengthening our commitment to and demonstration of integrity, diversity, equity and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas, all in an effort to create an inclusive environment where all employees can and want to do their best work.

We believe the health and safety of our employees is integral to operational excellence. We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the employee experience. We demonstrate leadership with our safety performance and have consistently reported best-in-class recordable case rate measures.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    7

---

Back to Contents

 

Our Governance pillar includes a focus on ethics and integrity, cybersecurity, product quality and safety, enterprise risk management, corporate governance and engaging our stakeholders. The following provides an overview of certain of our corporate governance practices and Board attributes:

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    8

---

Back to Contents

BOARD’S ROLE AND RESPONSIBILITIES

 

The Board is responsible for overseeing the business and affairs of the Company, including corporate governance, corporate responsibility, business strategy, enterprise risk, business performance, capital management, executive compensation, and human capital management, including succession planning and development of the executive management team. The Board is focused on helping the Company achieve long-term value creation for its shareowners and other stakeholders and maintaining the Company’s strong commitment to integrity and ethical conduct in all of the Company’s relationships and business transactions.

 

The Board provides oversight of management’s program of enterprise risk management and reviews significant risks through both the whole Board and its Committees. Our Annual Report on Form 10-K for the year ended September 30, 2021 contains a detailed description of the most significant enterprise risks that we face.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    9

---

Back to Contents

 

Our Board considers succession planning and development to be a critical part of the Company’s long-term strategy. The Board oversees CEO and senior management succession and development plans and receives regular reports on employee engagement and retention matters. The Board also takes an active role in the oversight of overall talent management and has opportunities to engage with high potential and emerging leaders and interact with and assess talent throughout the organization. In particular, the Board Composition and Corporate Governance Committee defines the skills, attributes and other criteria to be used for succession plans and recruitment for the CEO, and the Compensation and Talent Management Committee oversees the succession and development of other senior management. At least annually the full Board reviews senior management succession and development plans with our CEO. With regard to CEO succession planning, the Board regularly discusses potential CEO candidates and their development and preparedness.

 

 

Corporate responsibility and sustainability are important priorities for the Board and the Company. We have a strong commitment to being an ethical and responsible company acting with integrity and respect for each other, our communities and the environment, which starts with the tone set by the Board. We adhere to a Code of Conduct that applies to all employees and directors. The Code of Conduct is based on principles and laws that guide the decisions and actions of our employees.

The Board has primary responsibility for oversight of ESG matters, including initiatives and programs related to sustainability, corporate culture, and human capital management, with the standing Committees supporting the Board by addressing these specific ESG matters related to their respective areas of oversight. The Board Composition and Corporate Governance Committee reviews and assesses the Company’s policies and practices with respect to matters affecting the Company’s culture and corporate responsibilities, including environmental protection and sustainability. In relation to human capital management in particular, the standing Committees of the Board address the risks related to their respective areas of oversight as outlined below.

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    10

---

Back to Contents

SHAREOWNER ENGAGEMENT

We believe that effective corporate governance should include regular engagement with our shareowners. We are committed to fostering strong relationships and an open dialogue with shareowners through our ongoing program of outreach to shareowners that is management-led and overseen by the Board. During the fall, we invite our largest shareowners (excluding brokerage accounts) to discuss our ESG practices and executive compensation program. We also solicit input on topics of importance to our shareowners. We conduct additional outreach with our largest shareowners during the proxy season, with post-meeting follow-up as appropriate. In addition, throughout the year our Investor Relations team along with our CEO and CFO engage with our shareowners frequently.

In fall 2021, we invited shareowners representing approximately half of our outstanding shares to calls and received feedback from shareowners representing over 20% of our outstanding shares. Our discussions focused on ESG initiatives, practices and trends, including sustainability practices and opportunities, diversity, equity and inclusion, and our executive compensation program. We also received feedback on other topics important to our shareowners.

Shareowner feedback from our outreach calls and any shareowner letters that we receive are presented to and discussed with the Board. The Board values the views of shareowners and considers shareowner feedback in establishing and evaluating appropriate policies and practices. Acting in line with shareowner feedback and other input, in the past our Board proactively adopted a proxy access by-law and enhanced disclosure of director skills, Board processes, ESG matters, and the Audit Committee’s review of auditor tenure and rotation in our proxy statement.

We believe that regular engagement with our shareowners helps to strengthen our relationships with shareowners, helps us to better understand shareowner views on our ESG practices and initiatives, and provides us with insights into ESG and compensation topics and trends.

COMMUNICATIONS TO THE BOARD AND OMBUDS

Shareowners and other interested parties may send communications to the Board, an individual director, the Lead Independent Director, the non-management directors as a group, or a Board Committee at the following address:

Rockwell Automation, Inc.

c/o Corporate Secretary
1201 South Second Street
Milwaukee, Wisconsin 53204, USA
Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

In accordance with procedures approved by the Audit Committee, concerns about accounting, internal controls or auditing matters should be reported to the Ombuds as outlined in our Code of Conduct, which is available on our website at https://ir.rockwellautomation.com, select “Integrity & Compliance” from the Corporate Governance dropdown menu, select the “Integrity & Sustainability” tile, then the “Ethics & Compliance” tile, and finally the “Rockwell Automation Code of Conduct.” The Code of Conduct is also available in print to any shareowner upon request. The Ombuds and Chief Compliance Officer are required to report promptly to the Audit Committee all reports of questionable accounting or auditing

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    11

---

Back to Contents

matters that the Ombuds receives and all matters involving allegations of a serious violation of the Code of Conduct by a senior executive or director that the Chief Compliance Officer receives. You may contact the Ombuds by addressing a letter to:

Ombuds
Rockwell Automation, Inc.

1201 South Second Street
Milwaukee, Wisconsin 53204, USA

You may also contact the Ombuds by telephone at
+1 (800) 552-3589 (US only) or +1 (414) 382-8484,
e-mail at ombudsman@ra.rockwell.com,
fax at +1 (414) 382-8485, or,
if you wish to remain anonymous, by going to:
https://rockwellautomationombudsman.alertline.com.

BOARD STRUCTURE

The Board takes a flexible approach to its leadership structure, allowing it to adapt its structure depending on current circumstances. The Board reviews its leadership structure at least annually and will vary that structure in order to ensure effective oversight and operations. The Board regularly evaluates whether to separate or combine the roles of Chairman and CEO, and the leadership structure depends on the current performance of the Company and the experience and knowledge of the CEO. Currently, the Board has combined the roles of Chairman and CEO and Mr. Moret serves in both capacities. The Board believes that this structure enhances overall Board effectiveness and interaction with management, and provides the Company with strong, clear leadership and strategic vision.

The Board believes that a unified leadership structure continues to work well and is the right model for us to successfully execute our strategy. In making this decision, the Board considers the Company’s performance, operating and governance environment, investor feedback, and the Board’s composition, functioning and effectiveness. The Board believes that Mr. Moret has the skills, experience and character to provide the Company with strong and effective leadership, including:

The leadership structure of the Board and Company is further strengthened by:

Our Guidelines on Corporate Governance require the appointment of a Lead Independent Director in the event the Chairman is a management director. The Board believes that this framework further strengthens the leadership of the Company. In February 2016, the Board elected Donald R. Parfet to serve as Lead Independent Director. Mr. Parfet is an experienced director having served as a senior executive of a pharmaceutical company and currently serving as a director of two other public companies, including one of which he serves as non-executive chairman. The Board adopted a separate charter for the Lead Independent Director to formalize existing practices and strengthen the role.

The Board’s independent oversight function is further enhanced because the directors have complete access to management, the Board and the Committees may retain their own advisors, and there is an annual evaluation by the independent Compensation and Talent Management Committee in collaboration with the Lead Independent Director of our CEO’s performance against predetermined goals with input from the other independent directors.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    12

---

Back to Contents

The following chart sets forth the primary roles and responsibilities of the Chairman and the Lead Independent Director. We believe the Board’s leadership structure is appropriate for the Company, providing effective independent oversight of management and ensuring a highly independent, engaged and functioning Board.

 

 

BOARD MEETINGS AND COMMITTEES

Our business is managed under the direction of the Board. The Board has established four standing committees: the Audit Committee, the Board Composition and Corporate Governance Committee, the Compensation and Talent Management Committee and the Technology Committee, whose principal functions are briefly described below. Each Committee has a written charter that sets forth the duties and responsibilities of the Committee. Current copies of the Committee charters are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx. The Committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2021, the Board Composition and Corporate Governance Committee and the Compensation and Talent Management Committee amended their charters to clarify and define their respective responsibilities with respect to oversight of corporate responsibility, diversity, equity and inclusion and talent management and employee engagement. The Audit Committee and Technology Committee did not make any changes to their charters during fiscal 2021.

In fiscal 2021, the Board held nine meetings and on four occasions acted by written consent in lieu of a meeting. Eight of the directors attended 100% of the meetings and three directors did not attend one of the meetings of the Board or the Committees on which they served. All directors attended 89% or more of the total number of meetings. Under our Guidelines on Corporate Governance, directors are expected to attend the Annual Meeting of Shareowners. All directors attended the 2021 Annual Meeting of Shareowners.

INDEPENDENT DIRECTOR SESSIONS

The independent directors meet in executive session without any officer or member of management present in conjunction with regular meetings of the Board and each Committee. The Lead Independent Director presides over independent director sessions of the Board, and Committee Chairs preside over executive sessions of their respective Committees. Following each executive session, the Lead Independent Director and the Committee Chairs discuss with the Chairman and CEO appropriate matters from these sessions.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    13

---

Back to Contents

COMMITTEES OF THE BOARD

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    14

---

Back to Contents

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    15

---

Back to Contents

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    16

---

Back to Contents

BOARD PROCESSES

BOARD AND COMMITTEE EVALUATIONS

The Board and its Committees conduct self-assessments annually at their October/November meetings. The Board Composition and Corporate Governance Committee annually reviews the style and manner in which the evaluations will be conducted to ensure they are effective for the Company and its strategy. The Board will vary its evaluation approach based on the needs of the Board at any given time and change it from time to time to enable different forms of feedback. The Board uses different approaches for its evaluations, including written questionnaires and in-depth confidential interviews with individual directors conducted by the Chair of the Board Composition and Corporate Governance Committee, and meetings with certain members of management, and has explored the use of a third-party facilitator. The Chair of the Board Composition and Corporate Governance Committee oversees the Board evaluation process, including the evaluation of the Lead Independent Director. The current annual evaluation process is summarized below.

 

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    17

---

Back to Contents

DIRECTOR EDUCATION

Our Board believes in continuous improvement of Board effectiveness and functioning as well as individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting and risk management issues, ethics and compliance programs, corporate governance practices, sustainability strategy, principal officers, and internal and independent auditors.

In addition to annual ethics training, we also provide directors with regular presentations and memoranda on key business, ESG, and other important topics intended to help directors stay current on practices and emerging issues and in carrying out their responsibilities, with focus last year on compliance matters, corporate culture and sustainability. Directors from time-to-time tour Company facilities and attend our trade shows and investor events. In addition, directors receive presentations and reports from our auditors, consultants and other outside advisors and participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments, emerging trends, and best practices.

RELATED PERSON TRANSACTIONS

The Board adopted a written policy regarding how it will review and approve related person transactions (as defined below). The Board Composition and Corporate Governance Committee is responsible for administering this policy. The policy is available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

The policy defines a related person transaction as any transaction in which the Company is or will be a participant, in which the amount involved exceeds $120,000, and in which any Related Person or any of their immediate family members has or will have a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, and shareowners who own more than 5% of the Company’s securities. The policy sets forth certain transactions, arrangements and relationships not reportable under SEC rules that do not constitute related person transactions.

Under this policy, each director, director nominee and executive officer must report each proposed or existing transaction between us and that individual or any of that individual’s immediate family members to our Chief People and Legal Officer. Our Chief People and Legal Officer will assess and determine whether any transaction reported to her, or of which she learns, constitutes a related person transaction. If our Chief People and Legal Officer determines that a transaction constitutes a related person transaction, she will refer it to the Board Composition and Corporate Governance Committee. The Board Composition and Corporate Governance Committee will approve or ratify a related person transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company and its shareowners. In determining whether to approve or ratify a related person transaction, the Board Composition and Corporate Governance Committee will consider factors it deems appropriate, including:

There are no related person transactions to report in this proxy statement.

Rebecca W. House, the Company’s Senior Vice President, Chief People and Legal Officer and Secretary, is married to a partner in the law firm of Foley & Lardner LLP (Foley). The Company has used Foley to perform various legal services for many years, significantly predating Ms. House joining the Company in January 2017. Ms. House’s spouse does not have a material interest in Foley’s relationship with the Company because he is not involved in providing or supervising services that Foley performs for the Company, he does not receive any direct compensation from the fees the Company pays to Foley, and the fees paid by the Company to Foley in the last fiscal year were less than one-half of one percent of Foley’s annual revenues. Under the Company’s related person transactions policy, the Board Composition and Corporate Governance Committee reviewed the Company’s relationship and transactions with Foley and concluded that they comply with the policy and do not constitute related person transactions. The Board Composition and Corporate Governance Committee also approved additional guidelines that require the Company’s CFO to review and pre-approve any recommendations to engage Foley for legal services. The Company elected to voluntarily disclose its relationship with Foley in this proxy statement.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    18

---

Back to Contents

CORPORATE GOVERNANCE DOCUMENTS

You will find current copies of the following corporate governance documents on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx:

We will provide printed copies of any of these documents to any shareowner upon written request to Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, WI 53204, USA.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    19

---

Back to Contents

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

INTRODUCTION

Our certificate of incorporation provides that the Board will consist of three classes of directors serving staggered three-year terms that are as nearly equal in number as possible. One class of directors is elected each year with terms extending to the third succeeding Annual Meeting after election.

The Board has nominated four directors for election at this Annual Meeting. The Board has nominated all four of these current directors, upon the recommendation of the Board Composition and Corporate Governance Committee, for election as directors with terms expiring at the 2025 Annual Meeting. Mr. Keane was reassigned from the class of directors with terms expiring in 2023 to the class with terms expiring in 2025 to better align director tenure across director classes.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the four nominees specified below, subject to applicable NYSE regulations. If for any reason any of these nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee. Alternatively, the Board may decrease the number of directors.

The Board has adopted Guidelines on Corporate Governance that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines on Corporate Governance set forth the Board’s governance practices with respect to leadership structure, Board meetings and access to senior management, director compensation, director qualifications, Board performance, management development and succession planning, director stock ownership, and enterprise risk management. The Guidelines on Corporate Governance are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

DIRECTOR INDEPENDENCE

Our Guidelines on Corporate Governance require that a substantial majority of the members of the Board be independent directors. For a director to be independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established guidelines, which are contained in our Guidelines on Corporate Governance, to assist it in determining director independence in conformity with the NYSE listing requirements. These guidelines are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

After considering these guidelines and the independence criteria of the NYSE, the Board has determined that none of the current directors, other than Mr. Moret (who is a current employee of the Company), have a material relationship with the Company and each of the directors, other than Mr. Moret, is independent. There were no transactions, relationships or arrangements that required review by the Board for purposes of determining director independence in fiscal 2021.

NOMINATION PROCESS

The Board Composition and Corporate Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board.

The Committee will consider director candidates recommended by shareowners. Shareowners can recommend director candidates by writing to the Corporate Secretary at Rockwell Automation, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. The recommendation must include the candidate’s name, biographical data and qualifications and any other information required by the SEC to be included in a proxy statement with respect to a director nominee. Any shareowner recommendation must be accompanied by a written statement from the candidate indicating his or her willingness to serve if nominated and elected. The recommending shareowner also must provide evidence of being a shareowner of record of our common stock at that time.

In addition to recommending director candidates to the Committee, shareowners may nominate candidates for election to the Board directly at the Annual Meeting by following the procedures and providing the information set forth in our by-laws. See “Shareowner Proposals for 2023 Annual Meeting” set forth later in this proxy statement. Eligible shareowners may also use our proxy access by-law to nominate candidates for election to our Board provided the shareowners and nominees satisfy specified requirements.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    20

---

Back to Contents

The Committee, the Chairman and CEO or other members of the Board may identify a need to add new members to the Board or fill a vacancy on the Board. In that case, the Committee will initiate a search for qualified director candidates, seeking input from senior management and Board members, and to the extent it deems it appropriate, outside search firms. The Committee will evaluate qualified candidates and then make its recommendation to the Board.

DIRECTOR QUALIFICATIONS

In making its recommendations to the Board with respect to director candidates, the Committee considers various criteria set forth in our Board Membership Criteria (see Exhibit A to the Committee’s Charter), including experience, professional background, specialized expertise, diversity and concern for the best interests of shareowners as a whole. In addition, directors must be of the highest character and integrity, be free of conflicts of interest with the Company, and have sufficient time available to devote to the affairs of the Company. The Committee from time to time reviews with the Board our Board Membership Criteria.

The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.

We believe that our directors should possess the highest character and integrity and be committed to working constructively with others to oversee the management of the business and affairs of the Company. Our Board Membership Criteria provide that our directors should (i) have a variety of experience and backgrounds, (ii) have high level managerial experience or be accustomed to dealing with complex problems, and (iii) represent the balanced best interests of all shareowners, considering the overall composition and needs of the Board and factors such as diversity, age, and specialized expertise in the areas of corporate governance, finance, industry, international operations, technology and risk management. The Board Membership Criteria attach importance to directors’ experience, ability to collaborate, integrity, ability to provide constructive and direct feedback, lack of bias, and independence. Our Board seeks to maintain members with strong collective abilities that allow it to fulfill its responsibilities.

BOARD SKILLS, QUALIFICATIONS, AND EXPERIENCE

The Board has determined that all of the Company’s directors are financially literate and possess the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board. In addition, there are seven distinct sets of skills or experience described below that we believe should be represented on our Board to enable the Board to effectively fulfill its governance responsibilities and provide guidance to the management team on the Company’s strategy and execution of that strategy. The Board Composition and Corporate Governance Committee strives to ensure that our directors have an appropriate balance of these talents.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    21

---

Back to Contents

BOARD REFRESHMENT, TENURE AND DIVERSITY

A continuing priority of the Board is ensuring the Board is composed of directors who bring diverse perspective and viewpoints and have a variety of skills, experiences and backgrounds to enable the Board to effectively fulfill its governance responsibilities and represent the long-term interests of shareowners. The Board is mindful that director tenure is an important consideration in evaluating Board composition.

The Board does not have a formal policy with respect to diversity but recognizes the value of a diverse Board and thus has included diversity as a factor that is taken into consideration in its Board Membership Criteria. The Board believes that it is important that its members reflect diverse viewpoints so that, as a group, the Board includes a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to shareowners.

The Board believes that tenure should be discussed and evaluated by the Board from time to time and depends on the Board’s current situation and the needs of the Company. The Board believes that it contains an ideal balance of newer and longer-tenured directors, so we get the benefit of both fresh perspectives and extensive experience. Three directors have served at least nine years, while five directors were added to the Board in the past six years. The Board believes its current tenure mix is appropriate for the Board at this time and recognizes the merits of a board with balanced tenure. Our directors with longer service are highly valued for their experience and Company-specific knowledge. They have a deep understanding of our business, provide historical context as the Board reviews and evaluates the Company’s strategy, and enhance Board dynamics and the Board’s relationship with management.

The Board regularly reviews director succession and the mix of Board composition, diversity and experience, especially when adding a new member. As part of this process, the Board evaluates the contributions and tenure of current Board members and compares them to the skills that might benefit the Company in light

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    22

---

Back to Contents

of emerging needs. The Board seeks people with a variety of occupational and personal backgrounds to ensure that the Board benefits from a range of perspectives and to enhance the diversity of the Board in such areas as experience, geography, race, gender, and ethnicity. The Board also conducts annual self-assessments and director evaluations. The Board believes it is in the best position to determine the appropriate length of service for a director and overall board tenure, with its current mix providing for a highly effective and functioning Board. In addition to director refreshment, the Board considers refreshment of continuing directors at the Board Committee level by regularly evaluating and rotating Committee Chairs and members. In February 2020, the Board updated its Guidelines on Corporate Governance to implement formal term limits for directors in order to ensure proper Board refreshment and alignment of director attributes and skills with the Company’s evolving strategy. A non-management director will not be nominated for re-election to the Board after he or she has served on the Board for 15 years or, if earlier, attained age 72, subject to limited exceptions for up to one additional three-year term.

SHAREOWNER ALIGNMENT

Our Board believes its interests are aligned with shareowners, both economically and in carrying out its responsibility of oversight of the Company’s strategic priorities and the creation of shareowner value.

Our director compensation program is designed to align director compensation directly with the interests of shareowners by paying a meaningful portion of director compensation in shares of our common stock. To further align their interests with shareowners, directors can defer cash fees to restricted stock units that are paid out in shares. In addition, directors are subject to stock ownership requirements. They are required to own shares of our common stock equal in value to five times the portion of the annual retainer payable in cash (with the cash retainer for fiscal 2021 at $107,500) and may not sell any shares of our common stock until their stock ownership requirements are met. None of our directors receive compensation for their Board service from any source other than the Company.

We seek to maintain a Board with experienced leaders who are familiar with governance issues and compliance with the laws and regulations applicable to our business. Our Board monitors shareowner views and considers shareowner feedback and perspectives in establishing and evaluating Company policies and practices.

SUMMARY

 

We have provided certain information about the capabilities, experience and other qualifications of our directors in their profiles. The Board considered these qualifications in particular in concluding that each current director is qualified to serve as a director of the Company. In addition, the Board has determined that each director is financially literate and possesses the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    23

---

Back to Contents

NOMINEES FOR ELECTIONS AS DIRECTORS WITH TERMS EXPIRING IN 2025

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    24

---

Back to Contents

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    25

---

Back to Contents

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    26

---

Back to Contents

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    27

---

Back to Contents

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    28

---

Back to Contents

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    29

---

Back to Contents

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain qualified directors, fairly compensate directors for the time they spend in fulfilling their duties and align their compensation directly with the interests of shareowners. The Board Composition and Corporate Governance Committee determines the form and amount of director compensation, with discussion and approval by the full Board. The Committee relies on Willis Towers Watson to provide advice on director compensation trends. The Committee benchmarks its director compensation on an annual basis relative to proxy data available for companies of similar size ($5-10 billion revenue range). The market data analysis is a significant factor in our compensation determinations. As shown, using equity within the director compensation program, the Board believes that a meaningful portion of director compensation should be in the form of our common stock to further align the economic interests of directors and shareowners. Employees who serve as directors do not receive any compensation for their director service.

In response to the macroeconomic situation caused by the COVID-19 pandemic, we instituted temporary cost reductions, including salary reductions for our executives. Consistent with those actions, effective April 1, 2020, the Board reduced the quarterly cash payments for its annual cash retainer, Committee Chair Fees, and the Lead Independent Director fee, by 50%. These amounts were reinstated to the full amount effective January 2021.

ANNUAL DIRECTOR COMPENSATION

There are three elements of our director compensation program: an annual retainer, equity awards and Committee Chair fees. The following table describes each element of director compensation for fiscal 2021.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    30

---

Back to Contents

Share-based compensation to non-employee directors is delivered under the 2020 Long-Term Incentives Plan effective February 5, 2020 and includes an annual limit of $750,000 on total compensation of each non-employee director, including cash- and share-based compensation.

Under the terms of our Directors Deferred Compensation Plan, directors may elect to defer all or part of the cash payment of Board retainer or Committee fees until such time as the director specifies, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, each director has the opportunity each year to defer all or any portion of the annual grants of common stock, cash retainer, and Committee fees by electing to instead receive restricted stock units valued, in the case of cash deferrals, at the closing price of our common stock on the NYSE on the date each payment would otherwise be made in cash.

We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and Committee meetings. We also reimburse directors for similar travel, lodging and other expenses for their spouses to accompany them to a limited number of Board meetings held as retreats to which we invite spouses for business purposes. From time to time and when available, directors and their spouses are permitted to use our corporate aircraft for travel to Board meetings. In fiscal 2021 we hosted one in-person Board retreat and spouses were not in attendance at any meetings during fiscal 2021.

Directors are eligible to participate in a matching gift program under which we match donations made to eligible educational, arts or cultural institutions. Gifts are matched up to an annual calendar year maximum of $10,000. This same program is available to all our U.S. salaried employees.

DIRECTOR STOCK OWNERSHIP REQUIREMENT

Non-employee directors are subject to stock ownership requirements and may not sell any shares of our common stock until the requirement is met. To further align directors’ and shareowners’ economic interests, our Guidelines on Corporate Governance provide that non-management directors are required to own, within five years after joining the Board, shares of our common stock (including restricted stock units) equal in value to five times the portion of the annual retainer that is payable in cash. All directors met the requirements as of September 30, 2021, except for Mr. Gipson, who joined the Board in November 2020 and is within the five-year compliance window.

DIRECTOR COMPENSATION FOR FISCAL 2022

As stated above, in fiscal 2021 we provided equity awards to our non-employee directors equal to 50% of the annual retainer ($107,500) on October 1, 2020, and $40,000 on the same date as our annual shareowner meeting on February 2, 2021. Effective October 1, 2021, we consolidated the equity award timing to coincide with the date of the annual long term incentive awards for our management team on the date of the Compensation and Talent Management Committee meeting in December. On December 7, 2021, each director received shares equal to $147,500 granted under the 2020 Long Term Incentives Plan based on the closing price of our common stock on the NYSE on that date. No other changes were made to director compensation.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    31

---

Back to Contents

DIRECTOR COMPENSATION TABLE

The following table shows the total compensation earned by each of our non-employee directors during fiscal 2021.

 

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

The Compensation and Talent Management Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Talent
Management Committee
Lisa A. Payne, Chair
J. Phillip Holloman
Steven R. Kalmanson
Thomas W. Rosamilia

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    32

---

Back to Contents

EXECUTIVE COMPENSATION

 

 

 

 

 

 

 

 

 

 

 

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    33

---

Back to Contents

Every year our shareowners have the opportunity to provide an advisory vote on our executive compensation. This advisory vote is one of many ways you can convey your views about our compensation programs and policies.

Our compensation philosophy is designed to attract, retain, and motivate executive talent and emphasize pay for performance, including the creation of shareowner value. We encourage you to read the Compensation Discussion and Analysis (CD&A) and compensation tables that follow for a detailed discussion of our compensation programs and policies. We believe our compensation programs and policies are aligned with shareowner interests and worthy of your continued support as they are supported by a strong framework of compensation governance and are effective in implementing our compensation philosophy and achieving our short- and long-term goals with the appropriate level of risk.

The following resolution will be submitted for a shareowner vote at the 2022 Annual Meeting:

Although this vote is not binding on the Company, the Board values your views. The Board and Compensation and Talent Management Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

 

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A describes our executive compensation philosophy and program, as well as the specific compensation paid during fiscal year 2021 to the five current executives shown below, as well as two former SVP & Chief Financial Officers, Patrick P. Goris⁽¹⁾ and Steven W. Etzel⁽¹⁾, during fiscal 2021. We refer to these individuals as our “named executive officers,” or NEOs.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    34

---

Back to Contents

COMPENSATION PROGRAM OVERVIEW

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    35

---

Back to Contents

EXECUTIVE COMPENSATION BEST PRACTICES

We employ the following best practices to effectively manage our executive compensation program:

SHAREOWNER SUPPORT ON EXECUTIVE COMPENSATION

At our 2021 Annual Meeting of Shareowners our shareowners voted to approve our executive compensation programs on an advisory basis. We have always received shareowner approval for our executive compensation programs. In 2021, we engaged with shareowners to discuss our executive compensation program and feedback from our outreach calls was presented to the Committee. We believe these voting results and shareowner feedback received represent an endorsement of our executive compensation philosophy and pay programs.

2021 FINANCIAL PERFORMANCE HIGHLIGHTS

Despite continued challenges related to the COVID-19 pandemic, including supply chain constraints, the Company achieved several key financial, operational, and strategic performance milestones in fiscal 2021 including:

The table below demonstrates the year-over-year results for the financial measures used in our annual incentive plan:

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    36

---

Back to Contents

COMPENSATION ACTIONS DURING FISCAL 2021

We have a long-standing and strong orientation toward pay for performance in our executive compensation program. The COVID-19 pandemic had a significant impact on our business. We prioritized the safety of our employees, customers, and communities while demonstrating agility and ability to maintain production and business operations. In response to the evolving conditions and uncertainty the COVID-19 pandemic presented, we implemented temporary cost reduction actions, including reduction in executive compensation, that began in fiscal 2020 and ended during the first quarter of fiscal 2021. Reflecting our pay-for-performance orientation, our fiscal 2020 financial performance resulted in no payouts earned under our fiscal 2020 annual incentive compensation plan (ICP) and a below target number of performance shares earned for the performance period from October 1, 2017 to September 30, 2020. Also, despite the pandemic’s negative impact on the Company, no adjustments were made to fiscal 2020 performance targets or incentive payouts.

Economic conditions stabilized in fiscal 2021, and the Company benefited from the work done by all our employees to achieve strong fiscal 2021 financial results. Again, in accordance with our pay-for-performance orientation, we took actions in fiscal 2021 to recognize these results. The actions taken in fiscal 2020 and 2021, outlined below, applied consistently across all participants in these programs:

 

 

 

We are performance oriented and set stretch financial goals, balancing rewards with appropriate risk. We had overall above target financial performance and progress towards key strategic goals, resulting in fiscal 2021 ICP awards above target for our NEOs, average payout of 139.1% of target. Please reference 2021 Performance and Payout Results section below for further information.

For the performance period from October 1, 2018 to September 30, 2021, our three year TSR of 74.4% was at the 67th percentile of the S&P 500 Index and above our target of 60th percentile, resulting in 144% of the target number of performance shares earned. Please reference the 2019-2021 Performance Share Payout Results section below for further information.

Our strategy is to bring The Connected Enterprise to life by integrating control and information across the enterprise. We improve customer outcomes by combining advanced industrial automation with the latest information technology. Our growth and performance strategy seeks to:

We believe:

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    37

---

Back to Contents

 

 

The table below outlines the typical timing and annual review process that our Committee follows.

 

 

 

 

The Committee may deviate from this timing to make compensation changes regarding executives who are promoted or hired during the year or to respond to unusual conditions, such as the COVID-19 pandemic, that require decisions on a different timetable.

Willis Towers Watson, the Committee’s independent compensation consultant, the CEO, and certain other executives assist the Committee with its review of compensation of our officers.

PEER GROUP

The Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and to ensure that our executive compensation program supports our recruitment and retention needs. The compensation review process incorporates the prevalent market practice of using a defined peer group for benchmarking NEO pay levels and practices. Reflecting our growth in information technology and industrial operational technology software solutions, we incorporate specific industry sectors as part of the selection process for a relevant benchmark to our labor market for executive talent.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    38

---

Back to Contents

Following a review process led by Willis Towers Watson, the Committee selected the following 20 companies to constitute the 2021 peer group (the “Compensation Peer Group”) at their September 2020 meeting. The only change from the 2020 peer group was to remove Symantec Corporation as they were acquired by Broadcom Inc.

 

 

We also consider broader market data in setting each element of our NEOs’ and other officers’ compensation. In particular, the Committee reviewed custom industry market data from the results of surveys provided by Willis Towers Watson and Aon Hewitt. This custom benchmarking includes specific industry sectors that best represent our labor market, size-adjusted based on revenue to yield an index of approximately 275 companies. The Company is near to or above the median revenue of both this group and the Compensation Peer Group (collectively, the “Peer Groups”).

We believe our compensation review process provides an appropriate picture of where we compete for talent and aligns with best practices in the market.

USE OF TALLY SHEETS

We consider the total compensation (earned or potentially available) for each NEO in establishing each element of compensation. As part of our compensation review process, the Committee conducts a total compensation review or “Tally Sheet”. This review encompasses three years of all elements of compensation, including base salary, annual incentives, realized value of LTI grants, perquisites, health benefits, and retirement benefits. We also review each NEOs’ Company stock ownership as well as potential termination payments. Based upon the results of this analysis, the Committee concluded that our compensation programs are in line with our compensation philosophy.

ROLE OF MANAGEMENT

The Committee assesses the performance of the CEO and sets the CEO’s compensation in executive session without the CEO present. The CEO reviews the performance of our other officers, including the other NEOs, with the Committee and makes recommendations regarding each element of their compensation for the Committee’s review and approval. The Committee and the CEO are assisted in their review by Willis Towers Watson and the Senior Vice President, Chief People & Legal Officer. The other NEOs do not play a role in their own compensation determinations other than discussing their performance with the CEO.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    39

---

Back to Contents

BASE SALARY

The Committee reviews base salaries for our officers on an annual basis, as well as at the time of hire, promotion or other change in responsibilities. In determining our NEOs’ base salaries, the Committee considers:

In response to the COVID-19 pandemic, we instituted temporary cost reductions, including base salary reductions of 25% for Mr. Moret and 15% for the other officers reporting to our CEO effective from April 27 to December 6, 2020. The table below summarizes the changes in NEO base salary during fiscal 2021.

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    40

---

Back to Contents

ANNUAL INCENTIVE COMPENSATION

We provide annual incentive opportunities to our NEOs under our ICP.

NEO TARGETS

At the start of each fiscal year, or upon hire, we establish for each executive an incentive compensation target equal to a percentage of the individual’s base salary effective as of the fiscal year-end period. For the NEOs, the target is based on the median of the Peer Groups, with adjustments to reflect internal equity and other subjective factors.

Effective for fiscal 2021, the targets as a percentage of base salary (annual incentive targets) for our NEOs are provided below. Mr. Moret increased from 130% to 140% and Ms. House and Mr. Kulaszewicz increased from 70% to 80% to reflect each officer’s scope of role, internal equity, and position relative to the market benchmarks. The table below summarizes the fiscal 2021 annual and prorated incentive targets for our NEOs eligible for fiscal 2021 ICP awards which can range from 0 to 200% of target incentive, in line with our pay-for-performance orientation:

2021 ICP MEASURES AND GOALS

The Committee annually reviews the compensation measures and weightings and our fiscal 2021 ICP was designed to reward our executives for achieving Company financial results. The following table indicates the fiscal 2021 ICP financial measures and weightings for assessment of Company-wide financial performance for all the NEOs:

Beginning in fiscal 2021, organic annual recurring revenue growth was added as one of the four incentive compensation measures, in lieu of return on invested capital (ROIC). Annual recurring revenue (ARR) enables measurement of progress in growing our recurring revenue business. It represents the annual contract value of all active recurring revenue contracts at any point in time. Recurring revenue is defined as a revenue stream that is contractual, typically for a period of 12 months or more, and has a high probability of renewal. The probability of renewal is based on historical revenue experience of the individual revenue streams, or management’s best estimates if historical renewal experience is not available. Organic ARR growth is calculated as the dollar change in ARR between September 30, 2021 and September 30, 2020 and adjusted to exclude the effects of currency translation and acquisitions, divided by ARR as of September 30, 2020. Organic ARR growth, combined with organic sales growth, adjusted EPS, and free cash flow directly link incentive metrics to key company financial goals with a balance between earnings, sales, and capital management.

The Committee uses the Company’s annual operating plan as the basis for setting goals for adjusted EPS, organic sales growth, free cash flow, and organic ARR growth under our incentive compensation plans. The ICP financial goals for fiscal 2021 are shown below. The Committee determined that meeting these goals would require significant effort and achievement on the part of the management team and all Company employees in the continued execution of our strategy. Target goals for adjusted EPS and organic sales growth were set at the midpoint of external guidance and higher than the performance levels achieved in fiscal 2020. Moreover, the Committee determined that no payments would be made under the ICP if adjusted EPS was less than $7.60—regardless of performance against any of the other financial goals. The Committee determined that the organic ARR growth of 25% and free cash flow goal of $1,043 million, set at 103% of adjusted income, were appropriate based on economic conditions and long-term sales growth expectations.

Beginning in fiscal 2021, the Company has changed its adjusted EPS definition to exclude the impact of purchase accounting depreciation and amortization attributable to Rockwell Automation, Inc. and the related tax effects of such exclusion ($0.28 in fiscal 2021). We believe this new definition provides more useful information about our operating performance and allows management and investors to better compare our operating performance period over period, given our increased inorganic investments.

While achieving our financial goals is extremely important in determining our annual incentive compensation, the ICP award process was refined in 2021 to include an adjustment based on strategic company goal performance. In 2021, our strategic goals were focused on organizational development and our cultural evolution that are foundational to driving business results and are inclusive of environmental, social, and governance (ESG) goals. Having the right environment where all people can be engaged and productive is critical to our success. A positive or negative ten percent adjustment to the fiscal 2021 annual ICP formula payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made in four tenets of our culture: strengthening our commitment to

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    41

---

Back to Contents

and demonstration of integrity, diversity, equity and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas. Additionally, the Committee can adjust the NEO payout based on individual performance downwards to zero or upwards to two times the NEOs target annual incentive amount.

2021 PERFORMANCE AND PAYOUT RESULTS

The following table shows the 2021 Company financial goals used to determine award payouts under our ICP for fiscal 2021 and our performance compared to those goals. Based on our above target performance of adjusted EPS, organic sales growth, and free cash flow performance, and progress toward our new organic ARR growth measure, we have 2021 ICP plan performance of 134.1% of target incentive for our NEOs.

As noted above, the ICP award process was refined to include an adjustment based on strategic company goal performance. In 2021, we made progress on all four of our culture tenets. In particular, our attraction and integration of new talent, including executive leaders and talent from recent acquisitions, demonstrated a successful focus on ensuring we have a steady stream of fresh ideas. Given the impact this progress had on our fiscal year 2021 results and how it positions us well for the future, upon recommendation of our CEO, the Committee made a positive adjustment of 5% of target to the calculated FY 2021 Incentive Plan Performance for all of our ICP plan participants, including our NEOs. This adjustment highlights the importance of our culture to delivering our strategy. No other individual NEO payout adjustments were made in 2021.

 

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    42

---

Back to Contents

The following table includes the fiscal 2021 incentive payment calculations for our NEOs. Mr. Etzel is excluded as he received a one-time bonus of $480,000 as part of his interim assignment as SVP & Chief Financial Officer. Mr. Goris was not eligible because of his termination on November 13, 2020.

LONG-TERM INCENTIVES (LTI)

The principal purpose of our long-term incentives is to reward management for creating shareowner value and to align the financial interests of management and shareowners. The creation of shareowner value is important not only in absolute terms, but also relative to the value created as compared to other investment alternatives available to our shareowners. The Committee approves annual LTI awards for the CEO and executive officers, including the other NEOs, by individual and the CEO recommends to the Committee the LTI awards for other employees in total as a group.

As a critical element of our executive compensation program, at-risk long-term incentives make up the largest component of total pay for our NEOs. In fiscal 2021, the overall structure of our LTI program for executives continued to have three components but the allocation of stock options, performance shares, and restricted stock was adjusted to the following percentages of the total LTI value:

This allocation of LTI awards considers a review of market practice for our Peer Groups, our pay-for-performance philosophy, and strong emphasis on creating shareowner value and attracting and retaining talent.

We generally make LTI awards near the beginning of each fiscal year at the same time the Committee performs its annual management performance evaluation and takes other compensation actions. Annual LTI awards for officers occur on the same date as annual LTI awards for our other professional and managerial employees. As the grant date for our annual LTI awards generally occurs on the day the Committee meets in the first quarter of our fiscal year, the grant date is set in advance when the schedule of Committee meetings is arranged. We do not grant LTI awards in anticipation of the release of material non-public information. Similarly, we do not time the release of information based on LTI award grant dates.

We occasionally award LTI awards to new executives as they are hired or promoted during the year. These awards are approved by the Committee or through CEO delegation, and the award date is the date the award is approved or, if later, the start date for a new executive or promotion date.

In determining the fiscal 2021 LTI awards for the NEOs, the following factors were considered:

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    43

---

Back to Contents

The following table includes the aggregate grant date fair value of awards granted in fiscal 2021. These amounts were determined using the valuation method described in the Grants of Plan-Based Awards Table. Mr. Moret received an LTI award that was 15% higher than prior year because of his leadership and competencies demonstrated in the role and his position to market median of our Compensation Peer Group. Messrs. Gangestad and Genereux were hired March 1, 2021 and February 1, 2021, respectively, and amounts below reflect LTI awards upon hire of restricted stock units that vest in three equal increments at one, two, and three years after the grant date. The awards for Messrs. Gangestad and Genereux were required to induce them to join the Company and were intended to recognize they did not participate in the Company’s fiscal 2021 annual LTI awards delivered December 2020. Ms. House received a one-time LTI award of $300,000 of restricted shares that vest three years after the award date in recognition of her promotion to Chief People & Legal Officer in addition to her annual LTI award of $1.2 million. Mr. Etzel received an LTI award of restricted stock in recognition of his agreement to delay his retirement to serve as interim SVP & Chief Financial Officer after Mr. Goris terminated from this role on November 13, 2020. Mr. Etzel’s LTI award vested on October 31, 2021, which was six months after his April 30, 2021 retirement.

STOCK OPTIONS

We believe that stock options are an appropriate vehicle to reward management for increases in shareowner value, as they provide no value unless our share price increases. Our stock option grants vest in three equal increments one, two, and three years after the grant date, and have a 10-year life. The exercise price of all stock options is the fair market value of our stock at the close of trading on the date of the grant. We do not reprice stock options, and it is prohibited by our long-term incentive plan.

PERFORMANCE SHARES

Performance shares are designed to reward management for our relative TSR performance compared to our benchmarks over a three-year period. The payouts of performance shares granted will be made in shares of our common stock or cash, as determined by the Committee, and will range from 0% to 200% of the target number of shares awarded. The performance shares are not eligible for dividends.

For performance shares awarded in fiscal 2021, we changed our relative performance benchmark group index to include companies that are more aligned with the Company’s strategic direction as indicated below. We also updated the payout formula, as summarized below, to align more closely to our Compensation Peer Groups’ prevalent practices to ensure we can attract and retain talent. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but absolute TSR is negative, the number of shares earned will be capped at target.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    44

---

Back to Contents

For performance shares awarded in fiscal 2019 and 2020, our relative TSR performance is compared to the S&P 500 Index and payout formula, as shown below. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but absolute TSR for the three-year period is negative, the number of shares earned will be reduced by 50%.

2019-2021 PERFORMANCE SHARE PAYOUT RESULTS

For the performance period from October 1, 2018, to September 30, 2021, our three-year TSR of 74.4% was at the 67^th percentile of the companies in the S&P 500 Index, above the target 60^th percentile, resulting in 144% of the target number of performance shares being earned. See footnote 4 to the Outstanding Equity Awards at Fiscal Year-End Table for information about the number of shares earned by the NEOs.

The following line graph compares the cumulative TSR of our common stock against the cumulative total return of the S&P 500 Index for the three-year period from October 1, 2018, to September 30, 2021, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2018, and reinvestment of all dividends. Our cumulative three-year performance outpaced the S&P 500 Index, over the same period.

 

The cumulative total returns on Rockwell Automation common stock and the S&P 500 Index as of each September 30 plotted in the above graph are as follows:

We believe the TSR we have delivered, and the payout history of our long-term incentive plan demonstrates our pay-for-performance philosophy and our emphasis on long-term incentives that are aligned with the interest of shareowners.

RESTRICTED STOCK

We grant restricted shares primarily to attract and retain high quality executives.

We previously granted shares of restricted stock that cliff-vested after three years, if continuously employed through the vesting date, and paid dividends quarterly in cash at the same time dividends were paid to shareowners. Effective with our annual awards granted on December 10, 2020, we grant restricted stock units that vest in three equal increments at one, two, and three years after the grant date. The restricted stock units accrue dividend equivalents that are paid in cash upon vesting of the underlying shares. We believe these changes align to prevalent market practice and better position us to attract and retain talent.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    45

---

Back to Contents

OUTSTANDING LTI AWARDS

Below includes a summary of our outstanding LTI awards granted during the last three years.

 

PERQUISITES

During fiscal 2021, our officers received a very limited perquisite package that included personal liability insurance, annual physicals, and, if applicable, recreational activities at Board retreats, relocation assistance, expatriate benefits, and personal use of the Company plane. Upon retirement, officers may elect to continue the personal liability insurance coverage at their own expense. On occasion, and with the approval of our CEO, officers may have a family member accompany them on the Company plane when traveling on business. Personal use of the Company plane is generally prohibited; however, during fiscal 2021, Mr. Moret had three personal use trips to minimize the health risks during the COVID-19 pandemic. In line with our policy, Mr. Moret incurred taxable income for that travel. We do not in any way compensate officers for any income tax owed for personal travel.

OTHER

Our NEOs receive the same benefits as other eligible U.S. salaried employees. They participate on the same basis as other eligible U.S. salaried employees in our health and welfare plans, pension plan and 401(k) savings plan. Our non-qualified pension and savings plans use the same formulas as our qualified plans and provide benefits that may not be paid under our qualified plans due to limitations under the Internal Revenue Code of 1986, as amended (the “Code”). Our deferred compensation plan offers investment measurement options similar to those in our 401(k) savings plan and does not have any guaranteed rates of return.

The Compensation and Talent Management Committee engages Willis Towers Watson annually to conduct a review of all of our compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way that could materially affect the Company. Willis Towers Watson reviews the measures used in each program, the target-setting process, and the overall governance of our compensation plans. The 2021 review concluded that we have strong governance procedures and that our plans do not present a material risk to the Company or encourage excessive risk-taking by participants.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    46

---

Back to Contents

Willis Towers Watson determined our compensation programs do not encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

Based on our shareowner advisory vote on executive compensation, as well as input gained during shareowner outreach, the Compensation and Talent Management Committee determined that our current executive compensation program is well aligned with shareowner interests and expectations.

PEER GROUP

Following a rigorous process review of our Compensation Peer Group, led by Willis Towers Watson, the Compensation and Talent Management Committee removed Regal Beloit and Vishay Intertechnology from the 2022 peer group to better align our peer group with our Company’s revenue and market capitalization. Additions to the 2022 peer group include Palo Alto Networks to increase the peer group focus on the Systems and Software industry sector in alignment with the business strategy and Emerson Electric Co. as a direct competitor for talent.

BASE SALARY

The salaries for NEOs, excluding Messrs. Moret, Etzel and Goris, were increased 3.25% effective on January 3, 2022, consistent with the merit increases for all employees.

ANNUAL INCENTIVE COMPENSATION

For fiscal 2022, NEOs annual incentive compensation measures will be subject to ICP financial measures that remain the same as in fiscal 2021 as explained above.

In fiscal 2022, there were no changes in the annual incentive compensation target as a percentage of base salary for our NEOs except for Mr. Moret who was increased from 140% to 150% by the Committee. Target amounts will generally be earned under our ICP if we achieve our financial goals for the year, and maximum payouts will be earned if we significantly exceed the goals. In determining the payout curves, the Committee considered:

The Committee determined that no payments will be made under the ICP if Adjusted EPS is less than $9.20—regardless of performance against any of the other financial measures.

While achieving our financial goals is extremely important in determining our annual incentive compensation, the 2022 ICP award process will continue to include an adjustment based on strategic company goal performance. In 2022, our strategic goals will continue to be focused on organizational development and our cultural evolution that are foundational to driving business results and are inclusive of environmental, social, and governance (ESG) goals. Having the right environment where all people can be engaged and productive is critical to our success. A positive or negative ten percent adjustment to the fiscal 2022 annual ICP formula payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made in four tenets of our culture: strengthening our commitment to and demonstration of integrity, diversity, equity and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas. Additionally, the Committee can adjust the NEO payout based on individual performance downwards to zero or upwards to two times the NEOs target annual incentive amount.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    47

---

Back to Contents

LONG-TERM INCENTIVES

In fiscal 2022, the overall structure of our long-term incentive program for executives will continue to have three components and remain unchanged from fiscal 2021. At its December 2021 meeting, the Committee approved the following annual grants of equity awards to the NEOs for fiscal 2022:

We calculated the number of options, performance shares, and restricted stock units using the closing price of our common stock of $350.76 on the December 7, 2021, grant date. The exercise price of options continues to be the closing price on the date of the grant. The awards have terms and conditions as described in the Long-Term Incentives section above.

CHANGE OF CONTROL AND SEVERANCE

We have change of control agreements with each of the NEOs and certain other officers. Our current agreements are effective if there is a change of control (as defined in the agreements) on or before September 30, 2022. These agreements are reviewed and renewed every three years.

For a description of the purpose and value of the change of control agreements, see “Potential Payments Upon Termination or Change of Control.”

We do not have severance agreements in place with the NEOs for terminations other than those covered by our change of control agreements. However, we have at times entered into severance agreements with executives in connection with the termination of their employment, with the terms and conditions depending upon the individual circumstances of the termination, the transition role we expect from the executive, and the Company’s best interests.

STOCK OWNERSHIP POLICY

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

Officers must meet the ownership requirement within five years. There is also a hold-until-met requirement that prohibits an officer below the ownership guideline from selling his or her shares of stock, except for sales to cover taxes, the exercise price of stock options, and transaction costs. In addition, the policy expressly encourages officers to use Rule 10b5-1 trading plans for transactions involving sales of Company common stock.

Effective October 27, 2021, the Board adopted an updated stock ownership policy that excludes stock option value in determining stock ownership. Shares owned directly (including restricted shares and restricted stock units) or through our savings plans (including share equivalents under our non-qualified savings plans) are considered in determining whether an officer meets the ownership requirements.

As of September 30, 2021, all NEOs met the stock ownership requirements, regardless of the exclusion of stock option values.

OFFICER TRADING RESTRICTIONS

Under our trading procedures, an officer may not engage in any transactions involving Company securities, including gifts and option exercises, without first obtaining pre-clearance of the transaction from our Chief People and Legal Officer or Assistant Secretary. Generally, trading is only permitted during announced trading periods. Employees subject to trading restrictions, including officers, may enter into a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that would allow trades outside a trading period. Our policy on Rule 10b5-1 trading plans requires (i) plans to be entered into during an open trading window, (ii) trades to occur during a trading window unless the plan uses a limit price or is used to pay taxes on equity vesting outside a window, (iii) a 60-day wait before the first trade can occur (unless the trade is to cover taxes on equity vesting before then), and (iv) Company approval. Plans can be amended only during an open trading window and cannot be terminated except in extraordinary circumstances, subject in both cases to approval by our Chief People and Legal Officer.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    48

---

Back to Contents

We also have an anti-hedging policy that prohibits employees from engaging in any transaction that is designed or intended to hedge or otherwise limit exposure to decreases in the market value of Company stock, and an anti-pledging policy that prohibits officers from pledging Company securities.

RECOUPMENT POLICY, CLAWBACKS AND OTHER POST-EMPLOYMENT PROVISIONS

Our recoupment policy applies to current and former officers subject to Section 16 of the Exchange Act and includes a three-year lookback for incentive compensation from the time of a material restatement if a recoupment is required. Under the policy, in the event of a material restatement of our consolidated financial statements (other than any restatement required pursuant to a change in the applicable accounting rules), our Compensation and Talent Management Committee may, to the extent permitted by law and to the extent it determines that it is in our best interest to do so, require reimbursement or payment to us of the excess amount of any incentive compensation received by the officer during the three fiscal years preceding the date on which the Company determines, or reasonably should have determined, such restatement is required, over the amount of incentive compensation that would have been received by the officer had it been based on the restated financial statements or restated performance measure results.

The Compensation and Talent Management Committee believes that the Company’s clawback policy is in keeping with good standards of corporate governance and mitigates the potential for excessive risk taking by Company executives.

Additionally, our equity award agreements contain certain post-employment restrictive covenants, including two-year non-competition and non-solicitation covenants, that give the Company the right, in the event of a breach, to recoup the gain on any shares of Company common stock acquired during the two years before the date of the officer’s retirement or other termination of employment.

DEDUCTIBILITY

The Tax Cuts and Jobs Act of 2017 enacted significant changes to Section 162(m) of the Code, including the repeal of the “performance-based” compensation exemption and the expansion of the definition of “covered employees”. As a result of these changes, we expect that compensation to NEOs in excess of $1 million will not be deductible by the Company unless it qualifies for limited transition relief that applies to certain arrangements in place as of November 2, 2017, that have not been materially modified.

 

ROCKWELL AUTOMATION  |  FY2021 PROXY STATEMENT    49

---

Back to Contents

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of each of the NEOs for the fiscal years ended September 30, 2021, 2020 and 2019.

Name and Principal Position	Year	Salary(1) ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option Awards(4) ($)		Non-Equity Incentive Plan Compensation(5) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($)		All Other Compensation(7) ($)		Total ($)
Blake D. Moret President & Chief Executive Officer	2021		1,111,502		0		4,551,639		1,952,544		2,266,600		3,572,868		128,317		13,583,470
	2020		1,030,769		0		3,133,316		2,520,180		0		2,595,298		93,092		9,372,656
	2019		1,123,103		0		2,806,825		2,251,076		1,105,600		4,344,133		79,428		11,710,165
Nicholas C. Gangestad(8) Senior Vice President & Chief Financial Officer	2021		472,031