UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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EMERSON ELECTRIC CO.

(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)

8000 W. Florissant Avenue

St. Louis, MO 63136

Dear Fellow Shareholder:

I am pleased to invite you to join us at the 20202022 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 4, 20201, 2022, at 10:00 a.m., Central Time, currently scheduled at the Emerson headquarters located at 8000 W. Florissant Avenue, St. Louis, Missouri 63136.   At this year’s meeting, we will vote on the election of four Directors and the ratification of the selection of KPMG LLP as Emerson’s independent registered public accounting firm. We have once again proposed to amend our Restated Articles of Incorporation to declassify our Board of Directors. We will hold anon-binding advisory vote on the compensation of Emerson’s named executive officers. We will also report on our business and provide an opportunity for shareholders to ask questions.   2019 was a year of solid performance in a very challenging global business environment that included our 63rd consecutive year of increased dividends and decisions that put us in a position of even greater strength going into 2020 and beyond. Emerson’s BoardEmerson has a long historylegacy of taking decisive actionserving as a partner of choice to essential industries. Our talented global workforce comes together each day to innovate solutions to some of the world’s most complex challenges, even amid the most difficult circumstances. As supply chain issues and executing changesthe COVID-19 pandemic remained significant global obstacles, our team worked to strengthenmeet fast-evolving needs with a grit, determination and passion that are core to our organization for the future. The Board recognized early last year that the macro picture was changing and activated a comprehensive review to enhance shareholder value and help Emerson drive both near- and long-term success. Our push to understand and anticipate where the industry is going is part of our disciplined culture around value creation.identity at Emerson.

AsThis year, our customers explore ways to digitally transform, we are leading the charge – helping them navigate the latest automation capabilities to experience measurable results and reach high levels of safety, productivity, reliability and efficiency. As a technology leader, we are building on our software and analytics capabilities to create high-value solutions and profitable growth. Our Digital Transformation Roadmap with Emerson’s world-class consulting and implementation services is helping customers overcome barriers and realize the benefits of digital transformation through a flexible, tailored, actionable plan. Through strategic,bolt-on acquisitions, we offer a broad automation analytics portfolio to our customers. These acquisitions enable usleadership teams made progress to advance our usecompany forward in three priority areas – Culture, Portfolio and Execution – that reinforce value creation across the organization. These focus areas serve as a strong complement to one another and as a roadmap to where we are going as a global company.

We are resolutely focused on strengthening our culture and our workplace – putting greater emphasis on diversity, equity and inclusion, talent acquisition and development, and the employee experience. We have also welcomed our first Chief People Officer, who will be a champion for ensuring our company evolves with the changing needs and expectations of datatoday’s talent and remains positioned to help customers optimizegrow and succeed now and in the future. We’re also continuing to integrate environmental, social and governance (ESG) priorities into the core of Emerson’s culture. We are committed to ensuring our business practices are sustainable. And we will do our part to respond to the ongoing environmental and social issues so the state of our planet and our communities is healthier tomorrow than it is today.

We are propelling our portfolio forward with intention, driving innovation that makes the world healthier, safer, smarter and more sustainable. We continue to identify and implement new technologies, software and services that are enabling modernization of essential industries around the world – including life sciences, power and energy, the cold chain, food and water, and human comfort. We are also accelerating our software strategy through a definitive agreement to acquire a controlling interest in AspenTech and to contribute our industrial software businesses – OSI Inc. and our Geological Simulation Software – to the combined company to create a diversified, high-performance industrial software leader with greater scale, capabilities and technologies. This approach, which we expect to close in the second calendar quarter of 2022, will enable more opportunity in the high-value software space and create a vehicle for software acquisitions.

As I reflect on my first year as Emerson’s CEO, I’m incredibly thankful for the entire Emerson team working beside me across the globe today. I want to thank our Board of Directors; our progress this year simply would not have been possible without their operations. For more information on our 2019 results, pleasededicated leadership. I’m grateful to have such an extraordinary team of individuals as partners in leading this company. Please see our 20192021 Annual Report to Shareholders that is being made available with this Proxy Statement.

As we build on our technology capabilities, we are also making investments to help cultivate our strong and engaged workforce,This is an exciting time in the most valuable asset to our sustained success. I am proud to celebrate the diverse individuals who bring new ideas and innovative solutions to the industry’s toughest challenges. We rely on employee feedback to ensure that we are providing the resources employees need to develop, share ideas and deliver excellent work. I firmly believe that employee engagement is a critical element in deliveringbest-in-class solutions to customers.

None of this would be possible without the work and guidancehistory of our exceptional Board of Directors. I want to extend a special welcome to our newest Board members Martin S. Craighead, former Chairman, Presidentcompany – and CEO of Baker Hughes, who was elected to the Board in June, and Mark A. Blinn, former President and CEO of Flowserve, who was elected to the Board in November.

Youryour vote is very important. I encourage you toPlease complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend.

On behalf of the Board of Directors and all of us at Emerson, we thank our shareholdersyou for your continued trustongoing support and support.involvement. I hope you share in my excitement for Emerson’s next chapter of global leadership and industry evolution.

December 13, 201910, 2021

Sincerely,

DAVID N. FARR

Chairman andSURENDRALAL (LAL) L. KARSANBHAI

Chief Executive Officer, President and Director

PRELIMINARY COPY

Notice of Annual Meeting of Shareholders for Emerson Electric Co.

Table of Contents

PRELIMINARY COPY

Proxy Statement Summary

    

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

Annual Meeting

 

20202022 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, including virtual or hybrid options that may be necessary due to COVID-19,see Questions and Answers beginning on page 59.62.

 

Meeting Date: Tuesday February 4, 20201, 2022		Meeting Place: Emerson Headquarters 8000 W. Florissant Ave. St. Louis, MO 63136		Meeting Time: 10:00 a.m. Central Time		Record Date: November 26, 201923, 2021

 

Voting Matters		Board Recommendation		Vote Standard		Page
Management Proposals
Item 1 Election of Directors		FOR each nominee		Majority present & entitled to vote		4751
Item 2 Ratification of appointment of KPMG LLP as Independent Registered Public Accounting Firm		FOR		Majority present & entitled to vote		5458
Item 3 Approval of named executive officer compensation		FOR		Majority present & entitled to vote		5559

 

Item  4 Approval of amendment to the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors

FOR

85% of total voting power outstanding

56   

For the election of Directors, you have the choice of voting “FOR” all or individual nominees or to “Withhold Authority” to vote for all or individual nominees. For the other proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.

Whether or not you plan to attend the meeting, please provide your proxy by internet, phone, or by filling in, signing, dating and promptly mailing your proxy card or voting instruction form.

 

By Internet: www.proxyvote.com				By Phone: 1-800-690-6903 (toll free within U.S. and Canada)				By Mail: Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

Attending the Meeting

You may also vote at the meeting. All attendees must present government-issued photo identification, such as a driver’s license or passport. If you are a shareholder of record, please check the box on your proxy card and bring thetear-off admission ticket with you. If you are a beneficial, or “street name”, holder and your shares are held in the name of someone else (such as a broker, bank or other nominee), please bring a letter or account statement from that firm showing you were a beneficial holder on November 26, 2019.23, 2021. Failure to provide such identification may result in your exclusion from the meeting.

PROXY STATEMENT SUMMARY

Our Board of Directors

Nominees and Continuing Directors

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

 

AC   Audit Committee

CC  Compensation Committee

FC   Finance Committee

NC  Nominating and Corporate Governance and Nominating Committee

EC  Executive Committee

 

 

Nominees for Terms Ending in 20232025

Joshua B. Bolten President and Chief Executive Officer, Business Roundtable Age: 67 Director Since 2012 Committees: EC, NC

William H. Easter III Former Chairman, President and CEO, DCP Midstream Age: 72 Director Since 2020 Committees: CC, FC

Surendralal (Lal) L. Karsanbhai CEO and President, Emerson Age: 52 Director Since 2021 Committees: EC

Lori M. Lee CEO AT&T Latin America and Global Marketing Officer, AT&T, Inc. Age: 56 Director Since 2018 Committees: AC, EC, FC

To Continue in Office Until 2023

Martin S. Craighead Former Chairman and Chief Executive Officer, Baker Hughes, Inc.   Age: 5961 Director Since 2019 Committees: CC, NC CC

David N. Farr Chairman and Chief Executive Officer, Emerson          Age: 64 Director Since 2000 Committee: EC

Gloria A. Flach Retired Corporate Vice President and COO, Northrop Grumman Corp.   Age: 6062 Director Since 2017 Committees: CC, EC, FC

Matthew S. Levatich Retired President and Chief Executive Officer, Harley-Davidson, Inc.   Age: 5456 Director Since 2012 Committees: AC, CCFC

 

To Continue Inin Office Until 20212024

Mark A. Blinn Former Chief Executive Officer and President, Flowserve Corp.   Age: 5759 Director Since 2019 Committees: AC, CC

Arthur F. Golden Partner,Sr. Counsel, Davis Polk and Wardwell   Age: 7375 Director Since 2000 Committees: EC, FC

Candace Kendle Retired Chairman and Chief Executive Officer, Kendle International, Inc.   Age: 7274 Director Since 2014 Committees: AC, NC

James S. Turley Board Chair, Emerson, Retired ChairmanChair and Chief Executive Officer, CEO, Ernst & Young LLP   Age: 6466 Director Since 2013 Committees: AC, EC, NC

To Continue in Office Until 2022
		Clemens A. H. Boersig, currently an independent Director and a member of the Compensation Committee and Finance Committee, will be retiring from the Board as of the Annual Meeting.
		Clemens A. H. Boersig Retired Chairman of the Supervisory Board, Deutsche Bank AG Age: 71 Director Since 2009 Committees: CC, EC, FC				Joshua B. Bolten President and Chief Executive Officer, Business Roundtable Age: 65 Director Since 2012 Committees: AC, EC, NC				Lori M. Lee Chief Executive Officer AT&T Latin America and Global Marketing Officer, AT&T, Inc. Age: 54 Director Since 2018 Committees: AC, FC

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

From Leadthe Independent DirectorChair

		CLEMENS A.H. BOERSIG    JAMES S. TURLEY

Dear Fellow Shareholder:

As Lead Independent Director, I am in a special position to closely observe and partner withChair of the Board, of Directors and David Farr in his role as chairman and CEO. I see firsthandhave the Company’s principled management style and unwavering focus on governance that have fueled long-term value for our shareholders.

An effective Board of Directors is invaluableopportunity to help oversee important decisions around strategy to ensure both near- and long-term success for the organization. Independence among these members is critical to keep the voice and interests of shareholders paramount as the Board consults on Company direction.

Emerson’s Board recently announced a comprehensive reviewwork closely with each of the Company’s operational, capital allocationDirectors, as well as the Company’s management team. I’ve been a member of the Board since 2013, and portfolio initiativesI am honored to further enhance shareholder valuehave now stepped into the job of Chair. In this new role, I’m focused on working in partnership with management and positionthe other members of the Board to represent Emerson’s shareholders, advance growth and generate value.

It’s been a transformative year for Emerson, and it’s been a pleasure to be a partner to the Company for continued strong performance. Thein a new capacity this year as it evolves into its next era of growth and success. I am energized by the significant progress Emerson has made over the last year. As a Board, is leading the evaluation and stakeholder engagement withwe serve as a collaborator in support from a leading consulting firm and independent legal and financial advisors.

This latest review builds on a longtime focus of the Board: guidingCompany’s strategic focus on Culture, Portfolio and Execution. We are pleased by the organization through shifting economic trends, while continuingtremendous momentum to invest in strategic ways that positionadvance progress related to talent, as well as portfolio allocation, as the companyCompany seeks to deliver value well intodrive growth and anticipate the future. Our Board has deep expertise in business leadership, manufacturing and corporate governance in all typessolutions its customers need.

One of socioeconomic landscapes. This wealththe critical tenets of experience positions Emerson well to navigate and address the quickly changing macro issues impacting companies of all sizes and industries.

At the same time as it evaluates outside factors, the Board is charged with helpingindependence, which helps us best advocate for the company takeinterests of Emerson’s shareholders as we advise on Company strategy. This year, we amended our Bylaws to split the CEO and Chair roles, and I was humbled by my fellow Directors’ support in naming me Chair. In addition, currently 11 of our 12 Directors are independent, and our regular executive sessions are attended only by non-management Directors.

We continue our efforts related to Board refreshment to ensure the right steps to maintain its strong foundation forbalance of tenure, experience and diversity. In the next generationlast five years, we have added six new Directors, helping us achieve a balance of leaders.new and continuing directors, with an average tenure of seven years.

The Board and Emerson’s Board is activeleadership team are also focused on environmental, social and highly engaged with clear, defined goalsgovernance (ESG) initiatives. We have an important role in supporting Emerson’s ongoing progress toward operational sustainability for the Company as well as the customers it serves. More on these efforts will be included in Emerson’s 2021 ESG Report to be published early in 2022.

I have always admired Emerson’s incredible legacy of disciplined management, its talented global workforce and governance priorities. Chief among these priorities is CEOits ability to execute quickly and Director succession planning. It’s a responsibilityefficiently. This legacy will endure, and I look forward to continuing to partner with Lal and the Board takes seriouslyin order to drive the Company forward and approaches with the highest level of thoughtful intention.

Since 2017, our Board has welcomed four new members who build on our balanced approach to evaluating strategy and important investment decisions. New Board members help cultivate fresh perspectives and opportunities – critical for a company that is focused on innovating for the future.

Our current Board and the Emerson management team have reinforced the Company’s focus on environmental sustainability and our shared role in managing energy use effectively and reducing greenhouse gas (GHG) emissions. Emerson recently announced a commitment to reducing GHG emissions by 20%, normalized to sales, across more than 200 global manufacturing facilities by the year 2028. Emerson has expanded upon this and other efforts in its latest Corporate Sustainability Report, at Emerson.com/CSR.create long-term value.

On behalf of the entire Board, thank you for your continued support and engagement.

Sincerely,

James S. Turley

Clemens A.H. Boersig

Lead Independent Director,Chair of Board of Directors, Emerson

Board and Committee Operations

Board and Corporate Governance

Board Responsibility

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

Governance Principles and Ethics Program

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

The Company’s Corporate Governance Principles and each component of its ethics program are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics. Printed copies of these documents are available to shareholders upon written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form8-K by posting any amendments and/or waivers to its ethics code at the same location on its website.

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

RecentEnvironmental, Social & Governance (ESG)

Our ESG and corporate social responsibility strategy is overseen by our Board and its committees as a part of their oversight of our overall strategy and risk management. The full Board has responsibility for the oversight of our ESG efforts. These efforts are part of a process that is designed to provide the Board timely visibility into the identification, reporting, assessment, and management of ESG issues. The Corporate Governance and Nominating Committee is responsible for assisting the Board in the oversight of the Company’s sustainability strategy, which includes, among other things, the matters covered in the Company’s ESG Report. Our ESG Report (formerly our Corporate Social Responsibility Report) has been published annually since 2015 and these reports are available on our website. In addition, our Audit Committee reviews a summary of the Company’s environmental activities and a summary of anticipated environmental audits and expenditures each year.

In our business and manufacturing operations around the world, our strategy focuses on efficient use of energy and natural resources to help reduce the intensity of the Company’s greenhouse gas (GHG) emissions. In 2019, we committed to reducing our GHG emissions by 20%, normalized to sales, across our manufacturing and shared services facilities by the year 2028. As part of these efforts, in 2021 we appointed our first Chief Sustainability Officer who is leading the Company and the Environmental Sustainability Steering Committee, comprised of senior-level Emerson executives, to further our environmental sustainability efforts.

Our human capital management and succession planning, including diversity, equity and inclusion initiatives, are important components of our strategy. Attracting, developing, and retaining talent is key to our business and operating results. Half of the members of our current Board of Directors are women, persons of color or of a diverse nationality. We have introduced a diversity goal at our leadership level. We hired our first Chief People Officer to help ensure the Company remains positioned to grow and retain talent now and in the future. Also, as part of our diversity, equity and inclusion efforts, among other things, the Company has a Diversity Council, comprised of 14 senior-level Emerson executives to advance diversity and inclusion within the company. In addition, the Company has established the following employee resource groups: Black Employee Alliance, LGBTQ + Allies, Somos (focusing on supporting the Latin Americans and Hispanics at Emerson and in the communities we serve), the Veterans Resource Group, and the Women’s Impact Network. In 2021, we formed two new employee resource groups named the Asian & Pacific Islander Alliance, and Mosaic (focusing on employees working away from their home country).

BOARD AND COMMITTEE OPERATIONS

Recent ESG Changes

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

In2013 with the same result. Similarly, in 2018, we approved and submitted for shareholder approvalproposed amendments to our Restated Articles providing shareholders the right to amend our Bylaws. However, underBylaws, but it also did not receive the required approval. We were advised that, based on an analysis of our Restated Articles, that amendment requiredshareholder base, these proposals would likely not be successful this year. We have discussed this analysis with certain of our larger shareholders. As a result, we are not resubmitting either of these proposals at this year’s Annual Meeting, but we will continue to assess the vote of 85% of outstanding shares in favorpotential for approval which was not attained. Similarly,in the 2013 amendment to declassify our Board also required such an 85% vote and did not attain the required approval level.future.

BOARD AND COMMITTEE OPERATIONS

Board Leadership Structure

The Board believes that it should have the flexibility to determine whether the same person should serve as both Chair and CEO based on what it believes will provide appropriate Company leadership and deep global industry knowledge. In 2021, the Board determined to separate the roles of the Chief Executive Officer and the Chair of the Board and to elect an independent Chair. The Board believes that itsthis current structure, with Mr. FarrKarsanbhai serving as both ChairCEO and CEO,as a Director and Mr. Turley serving as an independent, non-executive Board Chair, is appropriate given Mr. Farr’s past successKarsanbhai’s recent promotion and Mr. Turley’s extensive experience in thesekey Board roles and leadership experience. Consistent with past practice, if those functions are re-combined in the efficiencies of havingfuture, the CEO serve as Chair, the Company’s strong corporate governance structure, including Mr. Boersig’s strong leadership role asCompany anticipates that it would designate a Lead Independent Director and the Company’s financial performance under Mr. Farr’s leadership.at such time.

As part of its leadership structure review, in 2016 the Board established the Lead Independent Director position to strengthen the independent leadership of the Board. The Lead Independent Director is elected from the independent Directors for a three-year term. Among other things, the Lead Independent Director chairs regularly scheduledBoard Chair presides at all shareholder and Board meetings, including executive sessions of independent or non-management Directors, reviewsestablishes Board meeting agendas in conjunction with the CEO and information,Secretary, calls Board meetings and meeting of the independent Directors, acts as the Board’s key liaison with the ChairmanCEO and serves onchairs the Board’s executive committee.Executive Committee. The Lead Independent DirectorBoard Chair is available for consultation with shareholders. The Chair and CEO consults periodically with the Lead Independent Director and the committee Chairs, all of whom are independent, on Board matters and on issues facing the Company.

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

Board Role in Risk Oversight

The Board has responsibility for oversight of the Company’s risk management process. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The Audit Committee assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk include strategic, operational, cyber security,cybersecurity, compliance, environmental, sustainability, financial and reputational. The full Board, or the appropriate committee, receives this information through updates from management to enable it to understand and monitor the Company’s risk management process.

Shareholder Engagement

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

Board Composition

Our current Board consists of eleventwelve Directors. We have added threesix new Directors in the last twofive years.

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

Pursuant to the Company’s Bylaws, a Director may not stand for election after age 72 without Board review and assessment. If our Board determines that continued service beyond this period is in the best interests of Emerson and our shareholders, our Board may amend the Bylaws to waive this requirement and allow election to an additionalone-year terms, term, subject to our classified Board structure and key business issues.

Proposal Clemens Boersig is retiring from the Board pursuant to Declassifythis requirement as of the 2022 Annual Meeting, after which our Board will have eleven Directors. In light of Directors

Based on feedback from shareholders, management is resubmitting a proposed amendmenthis extensive experience and recent addition to our Restated Articles of Incorporation that would eliminateBoard, last year we amended our classified board structure and allow all DirectorsBylaws to be elected annually. We encouraged shareholderspermit Mr. Easter to stand for election at the Annual Meeting in 2013 to approve the same amendment but the amendment did not receive the required vote to pass. We recognize that many of our shareholders would prefer a declassified Board structure and are therefore resubmitting the proposal at this year’s2022 Annual Meeting. We urge all shareholdersThe Bylaws also permitted Mr. Golden and Dr. Kendle to vote FOR the declassification proposal. Please see Proxy Item No. 4. Amendmentstand for election to the Company’s Restated Articles of Incorporation to DeclassifyBoard for an additional term at the Company’s Board of Directors.2021 Annual Meeting.

BOARD AND COMMITTEE OPERATIONS

We are committed to reviewing our Board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure. The diversity and tenure composition of our Board is as follows:

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

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

The specific background, skills and experience of each of our Directors is detailed under Proposal 1 – Election of Directors.

The Corporate Governance and Nominating Committee has the primary responsibility for developing a Director succession plan. The Committee periodically reviews our Board composition and, as discussed above, identifies the appropriate mix of experiences, skills, attributes and tenure for our Board in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of Directors that can best continue our success and represent our shareholders’ interests. The Committee and our Board are committed to developing a diverse pool of potential candidates for future Board service. As part of this process,In fiscal 2021, the Board recently added Martin Craighead, former Chairman and Chief Executive Officer of Baker Hughes and Mark Blinn, former Chief Executive Officer and President of Flowserve. Among other attributes, Mr. Craighead brings deep knowledge inKarsanbhai, the energy sector, coupled with a proven record of global leadership and financial expertise. Among other attributes, Mr. Blinn brings a breadth of knowledge in energy and automation end markets, as well as significant financial expertise and board experience.Company’s new CEO, to the Board, increasing our Board’s diversity.

Other Key Governance Policies

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

Review, Approval or Ratification of Transactions with Related Persons

We have developed and implemented processes to obtain and review all transactions and relationships in which the Company and any of our Directors, Director nominees or executive officers, or any of their immediate family members, are participants, and to determine

BOARD AND COMMITTEE OPERATIONS

and other companies affiliated with our Directors or executive officers. Under the Company’s ethics program, an executive officer is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Company’s Ethics Committee. If the Ethics Committee determines that there is a conflict, it will refer the matter to the Board of Directors. A Director is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Board. In each case, the Board will review the matter to make a final determination as to whether a conflict exists, and, if so, the appropriate resolution.

The Company has a written ethics program applicable to all Directors and executive officers of the Company that prohibits Directors and executive officers from entering into transactions, or having any relationships, that would result in a conflict of interest with the Company. Waivers of the ethics program requirements for Directors and executive officers may only be granted by the Board of Directors. The Company’s ethics program documents can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics.

Certain Business Relationships and Related Party Transactions

Based on the review described above, there were no transactions from October 1, 20182020 through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors, nominees or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.

Director Independence

The Board has determined that all current Directors, other than Mr. Farr,Karsanbhai, are independent, as defined under the general independence standards of the New York Stock Exchange (“NYSE”). All Directors identified as independent meet the Board adopted independence standards. These standards are included in Appendix A and are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Principles & Practices.

In the course of the Board’s independence determinations, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:

Committees of Our Board of Directors

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

BOARD AND COMMITTEE OPERATIONS

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

BOARD AND COMMITTEE OPERATIONS

Board and Committee Evaluations

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

Corporate Governance and Nominating Committee

Nomination Process

The Corporate Governance and Nominating Committee is primarily responsible for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The Committee, which consists entirely of independent directors under applicable SEC rules and NYSE listing standards, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The Committee reviews potential nominees from several sources, including Directors, management, shareholders or others. The Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. Mr. Craighead,Easter, who is standing for election for the first time, was recommended by an independent Director.the Board. Mr. Karsanbhai, who is standing for election for the first time, was recommended by Mr. Farr, our former Chair and CEO, and by the Board.

In evaluating potential nominees, the Committee considers the knowledge, reputation, experience, integrity and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board and their ability to devote sufficient time and effort to their duties as Directors. The Board considers the following experience particularly relevant: manufacturing, global business, in particular in emerging markets, and China, business development, technology and innovation, legal, investment banking, acquisitions and finance, government, corporate governance and information technology, as well as experience on the boards of other major organizations. The Company’s Corporate Governance Principles set forth the minimum qualifications for nominees. Candidates are interviewed multiple times by the ChairmanChair of the Board, the CEO, the Chair of the Corporate Governance and CEO, Lead Independent Director,Nominating Committee and other members of the Board to ensure that candidates not only possess the requisites skills and characteristics, but also the personality, leadership traits, work ethic, and independence of thought to effectively contribute as a member of the Board. The best candidates are then recommended by the Committee to the Board.

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

The Board’s policy is to seek qualified candidates. In evaluating candidates the most qualified candidates without regard toCommittee will consider diversity criteria such as race, ethnicity, gender, cultural background, national origin, religion, disability, age or sexual orientation. However, in evaluating candidates the Committee will consider these diversity criteria. The Board seeks to maintain a balance of perspectives, qualities and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. ExistingThe Board is committed to using refreshment opportunities to strengthen its cognitive diversity. To accomplish this, existing Board members and outside agencies are required to recommend candidates to further these policy objectives. The Board’s success on these objectives is measured by the range of viewpoints represented on the Board.

The Committee will consider candidates recommended by shareholders if required biographical information is properly submitted as described in “Other Matters – Future Shareholder Proposals and Nominations” at page 6265 below. Properly submitted shareholder recommendations are sent to the Committee and will receive the same consideration as others identified to the Committee.

The Company’s Bylaws permit shareholders to nominate Directors at an annual meeting of shareholders or at a special meeting at which Directors are to be elected. The procedures for making such nominations are discussed in “Other Matters – Future Shareholder Proposals and Nominations” beginning on page 62.

Proposal to Declassify Board of Directors

The Committee and the Board have approved and submitted to shareholders for approval an amendment to our Restated Articles of Incorporation to declassify our Board. Please see Proxy Item No. 4. Amendment to the Company’s Restated Articles of Incorporation to Declassify the Company’s Board of Directors.65.

BOARD AND COMMITTEE OPERATIONS

Proxy Access

In 2017, the Board amended the Company’s Bylaws to permit up to 20 shareholders owning in the aggregate at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holders and the nominees satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. For more information on how to submit a nominee for inclusion in Company proxy materials pursuant to these provisions, see “Other Matters – Future Shareholder Proposals and Nominations” on page 6365 below.

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

Director Compensation

Processes and Procedures for Determination of Director Compensation

The Corporate Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis and to make recommendations. Based on this analysis, management makes recommendations regarding Director compensation for the Committee’s consideration. Frederic W. Cook & Co. prepared this analysis for fiscal 2019.2021. For fiscal 2020,2021, no changes were recommended by management and the Committee and no changes were made by the Board.Board, except for establishing a Board Chair retainer for our new independent Board Chair.    

Director Compensation Program

Eachnon-management Director is paid an annual retainer comprised of cash and equity in cash and/orthe form of restricted stock or restricted stock units (“RSUs”), as well as meeting fees and reimbursement of expenses. The Lead Independent DirectorBoard Chair and each Committee Chair receive an additional cash retainer. Mr. FarrKarsanbhai does not receive any additional compensation for service on the Board. In fiscal 2019,2021, the Director compensation program provided for the following payments:

Effective DecemberMay 5, 2021, the Board Chair retainer was set at $200,000 per year. Prior to the Board providing for the separation of the role of CEO and Chair and electing an independent Chair, our former Chair and CEO received no additional compensation for serving as Chair. Effective October 1, 2018,2021, the cash portion of the annual retainer was increased from $100,000 to $115,000 and the restricted stock/RSUs portion of$140,000, the annual restricted stock or RSU retainer was increased from $140,000 to $150,000, payable February 5, 2019. Other retainers were increased to the following levels: Lead Independent Director – from $25,000 to $30,000, Chairs of Audit$175,000 and Compensation Committees – from $20,000 to $25,000 and Chairs of Finance and Corporate Governance and Nominating Committees – from $15,000 to $20,000. Board and Committee meeting fees were not increased.eliminated for the first 24 Board or committee meetings per year.

Emerson’s Director Stock Ownership Policy generally requiresnon-management Directors to hold stock equal to five times annual cash compensation, subject to aphase-in policy for new Directors. Ournon-management Directors generally are required to hold all restricted stock and RSUs until retirement from our Board. The awards generally do not vest until the last day of a Director’s term after the age of 72, or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan forNon-Employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest

BOARD AND COMMITTEE OPERATIONS

exceeds 120% of the applicable federal long-term rate. During fiscal 2019,2021, the applicable prime rate ranged from 5.00% to 5.50%was 3.25%, while 120% of the applicable federal long-term rate ranged from 2.96%1.34% to 3.57%2.57%. A. F. Golden participated in this deferral program during fiscal 20182021 and above-market earnings on his deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash.

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

BOARD AND COMMITTEE OPERATIONS

Audit Committee

Report of the Audit Committee

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting, financial and reporting controls, the performance of the internal audit process,function, risk management, the independent audit process of the Company’s annual financial statements and the Company’s compliance with legal and regulatory requirements. Management is responsible for these processes.

The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2019,2021, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls. The Committee also reviews the Company’s quarterly earnings press releases and reports on Form10-Q prior to distribution and filing.

The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Committee reviewed with the independent registered public accounting firm the firm’s judgments as

BOARD AND COMMITTEE OPERATIONS

Fees Paid to KPMG LLP

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

Audit Fees primarily represent the cost for the audit of the Company’s annual financial statements, reviews of quarterly SEC filings and statutory audits atnon-U.S. locations.

BOARD AND COMMITTEE OPERATIONS

Compensation Consultant

The Compensation Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. The Committee has engaged Exequity LLP as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2019,2021, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Management engages Frederic W. Cook & Co. from time to time to assist with executive compensation program design and competitive pay analysis as well as director compensation analysis. The Committee reviews this information in determining compensation for the NEOs. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Information” on page 22.24.

Compensation CommitteeReportCommittee Report

The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in the interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 11,12, “Compensation Committee” on page 1617 and “Role of Our Compensation Committee” on page 20.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation programs and practices regarding our Named Executive Officers (“NEOs”) for the 20192021 fiscal year. Our NEOs for fiscal 20192021 included our Chief Executive Officer, Chief Financial Officer and the next four most highly compensated officers, as well as our former Chief Executive Officer, who retired from this role on February 5, 2021, listed below:

Executive Summary

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

Fiscal 20192021 has been a transformative year for Emerson. On February 5, 2021, Surendralal (Lal) L. Karsanbhai was named Chief Executive Officer as David N. Farr, our former Chair and Chief Executive Officer, retired, among other key changes to the Company’s leadership team. Supply chain issues and the COVID-19 pandemic remained significant global obstacles, however, the Company remained diligent in the execution of its business strategy. This focused execution is apparent in our strong Fiscal 2021 financial performance. Mr. Karsanbhai also reinforced the Company’s commitment to value creation through advancements in the three priority areas of culture, portfolio and execution.

Fiscal 2021 Performance Highlights

EXECUTIVE COMPENSATION

Leadership Transitions

Beginning in February 2021, we made significant changes to our leadership team as we evolve into our next era of creating sustained growth and value. On February 5, 2021, Mr. Karsanbhai was named Chief Executive Officer upon the retirement of Mr. Farr. On February 17, 2021, Mr. Krishnan was named Executive Vice President and Chief Operating Officer and Mr. Bulanda was named Executive President Automation Solutions. On March 2, 2021, Mr. Train was named the Company’s first Senior Vice President and Chief Sustainability Officer, and Mr. Karsanbhai was named as President in addition to Chief Executive Officer. Mr. Froedge was named Executive President Commercial & Residential Solutions effective October 1, 2020.

In connection with the CEO transition, the Compensation Committee approved a compensation package for Mr. Karsanbhai designed to reflect our pay for performance fundamental principles, including aligning his and shareholders’ interests by designating a significant portion of his annual total compensation to performance-based pay. Mr. Karsanbhai’s annual total compensation (cash and annual long-term stock compensation) is in the median market range of our compensation comparator group.

The Compensation Committee also made special retention awards of restricted stock to Mr. Karsanbhai, Mr. Krishnan, Mr. Bulanda, Mr. Froedge and Mr. Train to support business and leadership continuity during this period of transition. For more information on Mr. Karsanbhai’s and the other NEOs compensation, see “Compensation of our Named Executive Officers” beginning on page 25 below. For a description of the effect of Mr. Farr’s retirement on his compensation, see “Description of D.N. Farr Letter Agreement” on page 47.

Strengthening Our Foundation

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

We believe that strengthening the foundation of our culture by continuing our focus on our people will make our Company more collaborative, innovative and successful. We are committed to enabling a culture where everyone feels valued, trusted and empowered and continuing to integrate environmental, social and governance (ESG) priorities, including as part of our total compensation discussions and programs.

EXECUTIVE COMPENSATION

Focus on Values

At Emerson, we have built a foundation of unified core values that inform the decisions we make as an organization. These values guide how we interact with our employees, shareholders, customers and suppliers. We believe that this is an expectation not only of Emerson, but of our customers and the communities and geographies where we do business.

Demonstrating our core values begins at the top. Our CEO communicates the importance of supporting our values to all of our employees globally on a quarterly basis, and our NEOs reinforce our values with our businesses and functions in their actions and decisions. In 2019, we also facilitated a global survey of nearly 20,000 employees to gauge our progress on continuing to improve our purpose-driven, values-based culture. Our employees shared valuable feedback and insights about the power of these values and how much they resonate across our organization. We rely on this feedback to ensure that we are not only Supporting our People through our pay for performance practices, but also providing the programs needed to boost their skillsets and cultivate management capabilities and the resources they need to develop and share ideas and maintain a high quality of life.

Pay for Performance Fundamental Principles

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

These fundamental compensation principles include:

Our executive compensation program mirrors our rigorousShareholder Engagement and disciplined management process – a hallmark of Emerson since our founding in 1890 – by ensuring that these principles are reflected in our compensation decisions. We also engage with and value the feedback of our shareholders on the components of our executive compensation program.

Emerson’s shareholders again expressedstrong support for our executive compensation program at our 2019 Annual Meeting, with a vote ofover 95% in support. For each of the last nine Annual Meetings of Shareholders,over 90% of shares voted were in support of our executive compensation program.Compensation Program Benchmarking

PROXY STATEMENT FOR EMERSON 2020 ANNUAL MEETING OF SHAREHOLDERS    We engage with and value the feedback of our shareholders on the components of our executive compensation program. We also regularly engage with our independent compensation consultants and other industry groups to work to ensure that we are continually reviewing and evolving our compensation programs with competitive market standards. We share feedback received on our compensation programs and market practices with our Compensation Committee. Our Compensation Committee carefully considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation programs. Emerson’s shareholders again expressed strong support for our executive compensation program at our 2021 Annual Meeting, with a vote of 92% in support.		19

EXECUTIVE COMPENSATION

Compensation Mix

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

Key Compensation Decisions in Fiscal 20192021

EXECUTIVE COMPENSATION

Our Compensation Best Practices

EXECUTIVE COMPENSATION

Competitive Market Information

How We Determine Our Compensation Comparator Group

The Compensation Committee annually reviews and approves the compensation comparator group that it uses to conduct market analysis and determine competitive pay ranges for our NEOs. As in prior years, the Committee reviewed a special study and screening prepared by Frederic W. Cook & Co. and selected compensation comparator companies for fiscal 2021 compensation based upon one or more of the following criteria:criteria (which are not assigned any specific weight):

2019Fiscal 2021 Compensation Comparator Group Companies

For fiscal 2019, DowDuPont was removed from2021, no changes were made to our existing comparator group, resulting in the22-company compensation comparator group listed below:

Emerson vs. Compensation Comparator Group

EXECUTIVE COMPENSATION

ElementsCompensation of Compensationour Named Executive Officers

Setting Annual Total Compensation

The Compensation Committee targets annual total compensation (cash and annual long-term stock compensation) for our NEOs in the median market range of our compensation comparator group. To determine the median market range, the Committee uses a competitive pay analysis of total compensation for the proxy reported officer positions at the compensation comparator group companies prepared by Frederic W. Cook & Co. The Committee also reviews and confirms the competitive market pay analysis with Exequity, its independent compensation consultant. The competitive pay analysis is not used to establish performance goals in the Company’s compensation programs.

The Committee does not set specific financial or operating targets related to annual cash compensation and pay determinations are not based on any formula. Actual pay is dependent on Company and individual performance and based on the Committee’s informed judgment. The Committee does monitor the relative internal compensation relationships between the CEO and the other NEOs, however, no specific pay ratio is targeted.

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

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

EXECUTIVE COMPENSATION

Fiscal 20192021 CEO and NEO Performance

CEO Performance.In determining the appropriate level of total compensation for each of Mr. Farr and Mr. Karsanbhai in the role of CEO, the Committee evaluated the Company’s solidstrong and consistent financial performance in fiscal 20192021 (summarized on page 18); his success in navigating a challenging geopolitical climate and macro business environment;19) led by the Company’s strongpriority of execution and consistent performance drivenvalue creation; the decisive actions taken to mitigate the near-term impact of supply-chain challenges exacerbated by ourthe continuing global pandemic; the disciplined management processof the Company’s business and high-margin growth; our strategic acquisition activity; his critical succession planning leadership; his tenure as CEO; hisoperations, including through focused portfolio actions and continued progress toward cost reset targets and the successful leadership transition.

The Committee also considered Mr. Karsanbhai’s individual leadership, performance and contributions;contributions, including: his actions toward upholding the Value of Support Our People through his resolute focus on strengthening the Company’s culture and workplace – putting greater emphasis on diversity, equity and inclusion, talent acquisition and development and the retentionemployee experience – as well as promoting the health and safety of Mr. Farr. Considering these factors,our employees and their families during the Committee determinedcontinued global pandemic; his continued integration of environmental, social and governance (ESG) priorities into the core of the Company’s culture; and his actions to propel the Company’s portfolio forward with intention – all in furtherance of our Purpose of driving innovation that Mr. Farr’s 2019 total compensation, up only slightly over 2018, positioned him appropriately inmakes the median market range. world healthier, safer, smarter and more sustainable.

The Committee noted that Mr. FarrKarsanbhai has successfully led the Company through the 2019 fiscal yearthis period of transition and highlighted the following significant accomplishments.