Rockwell Automation : Proxy Statement

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2024

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

FEBRUARY 6, 2024 / 5:30 P.M. CST

MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

BLAKE D. MORET

CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

December 13, 2023

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

Dear Fellow Shareowners:

Our focus on superior customer service, increasing business resilience, and creating new ways to win helped Rockwell Automation deliver a record-breaking year. We significantly exceeded our 2023 full year growth and performance targets and grew both revenue and earnings by double-digits. Exceeding $9 billion in sales in fiscal 2023 is a new record, and one we achieved ahead of the timeframe originally anticipated in our 2019 strategic framework. Delivering this growth despite the headwinds presented by a global pandemic, supply chain challenges, and a dynamic geopolitical environment demonstrates the valuable role we play in helping manufacturers be more resilient, agile, and sustainable.

Our 2023 performance was fueled by a relentless focus on customer service, with the entire organization working to reduce our order backlog and improve product lead times. We also continued to innovate in both the software and hardware portions of our architecture, with the release of significant new offerings such as High Availability process I/ O, FactoryTalk Optix for edge applications, and FactoryTalk DataMosaix for scalable information management. Our industrial cybersecurity expertise and ecosystem of differentiated partnerships helped us grow our cybersecurity services into a business of well over $100 million this fiscal year, with a significant portion being recurring revenue. Total Rockwell annual recurring revenue grew 16% year over year, with strong growth in both our software-as-a-service and recurring services offerings. Inorganic growth remains a priority, with our acquisition of Knowledge Lens adding significant scale to our Kalypso digital services business. The Clearpath Robotics and Verve Industrial cybersecurity acquisitions closed early in fiscal 2024.

Our fiscal year 2023 performance creates a strong foundation for future growth. The new strategic growth

framework we outlined in November underscores our commitment to accelerating profitable growth with new ways to win. Our cybersecurity offerings, multi-discipline Logix platform, industry-specific solutions, and edge and cloud portfolio are just a few examples of the differentiated value we deliver to customers. These capabilities will drive faster secular growth, share growth and expanded market opportunities, along with annual recurring revenue. We see especially high multi-year growth potential in the EV, battery, life sciences, and energy transition industries. We will supplement our organic capabilities with acquisitions that help us expand our markets in Europe and Asia, add application-specific technology in focus industries, and deliver even more annual recurring revenue.

Our employees know that we win by driving simplification for both Rockwell Automation and our customers. This starts with our unique status as a large, pure play automation and digital transformation company. I am proud of the way both long-time and new employees around the world are coming together to embrace our purpose and our culture, as we create the future of industrial operations. Given our track record of success, our culture, our differentiated portfolio and partner ecosystem, and our focus on new ways to win, nobody is better positioned than Rockwell Automation to deliver long-term shareowner and customer value.

Thank you for your trust in and ownership of Rockwell Automation.

BLAKE D. MORET

Chairman, President and Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS

PROXY SUMMARY

VOTING MATTERS

BOARD AND GOVERNANCE HIGHLIGHTS

EXECUTIVE COMPENSATION

PROXY STATEMENT

2024 ANNUAL MEETING

ROCKWELL AUTOMATION OVERVIEW

CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER ENVIRONMENTAL, SOCIAL, AND GOVERNANCE BOARD'S ROLE AND RESPONSIBILITIES SHAREOWNER ENGAGEMENT COMMUNICATIONS TO THE BOARD AND OMBUDS BOARD STRUCTURE

BOARD MEETINGS AND COMMITTEES INDEPENDENT DIRECTOR SESSIONS BOARD PROCESSES

RELATED PERSON TRANSACTIONS CORPORATE GOVERNANCE DOCUMENTS

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

DIRECTOR COMPENSATION

ANNUAL DIRECTOR COMPENSATION DIRECTOR STOCK OWNERSHIP REQUIREMENT DIRECTOR COMPENSATION TABLE DIRECTOR COMPENSATION FOR FISCAL 2024

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

EXECUTIVE COMPENSATION

ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

	COMPENSATION DISCUSSION AND ANALYSIS	35
	SUMMARY COMPENSATION TABLE	48
1	GRANTS OF PLAN-BASED AWARDS TABLE	50
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
1
TABLE	52
1	OPTION EXERCISES AND STOCK VESTED TABLE	53
3	PENSION BENEFITS TABLE	54
4	NON-QUALIFIED DEFERRED COMPENSATION	56
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
4
OF CONTROL	58

• RATIO OF ANNUAL COMPENSATION FOR THE CEO TO

5	OUR MEDIAN EMPLOYEE	61
PAY VERSUS PERFORMANCE	62
5	AUDIT MATTERS	66
6

• ITEM 3. PROPOSAL TO APPROVE THE SELECTION OF

INDEPENDENT REGISTERED PUBLIC11

11	ACCOUNTING FIRM	66
AUDIT COMMITTEE REPORT	68
12

13	STOCK OWNERSHIP INFORMATION	69
13	OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY	69
17
18	OTHER INFORMATION	71
19	SUPPLEMENTAL FINANCIAL INFORMATION	71
20	OTHER MATTERS	75
ANNUAL REPORT	75
20
SHAREOWNER PROPOSALS FOR 2025 ANNUAL MEETING	75

24 GENERAL INFORMATION ABOUT THE MEETING

29	AND VOTING	76
DISTRIBUTION AND ELECTRONIC AVAILABILITY OF
29
PROXY MATERIALS	76
30	SHAREOWNERS SHARING THE SAME ADDRESS	76
31	QUESTIONS AND ANSWERS ABOUT THE ANNUAL
31	MEETING AND VOTING	77
	EXPENSES OF SOLICITATION	79

1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2. ANNUAL MEETING OF SHAREOWNERS TO BE

HELD ON FEBRUARY 6, 2024

80

34

NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS

MEETING INFORMATION

TUESDAY, FEBRUARY 6, 2024

5:30 p.m. CST

Rockwell Automation Global Headquarters

1201 South Second Street

Milwaukee, Wisconsin 53204

TO THE SHAREOWNERS OF ROCKWELL AUTOMATION, INC.

You are cordially invited to attend our 2024 Annual Meeting of Shareowners on Tuesday, February 6, 2024, at 5:30 p.m. (Central Standard Time). This meeting will be held at our Global Headquarters, 1201 South Second Street, Milwaukee, Wisconsin USA for the following purposes:

Item 1 -to elect as directors the two 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 2024;

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

RECORD DATE

December 11, 2023

WHO MAY VOTE

You may vote if you were a shareowner of record at the close of business on the December 11, 2023 record date.

HOW TO CAST YOUR VOTE:

You can vote by any of the following methods:

IMPORTANT MEETING INFORMATION

You will find information about the business to be conducted at the meeting in the attached proxy statement. At the meeting you will have a chance to ask questions of general interest to shareowners. You can read about our performance in the accompanying 2023 Annual Report on Form 10-K. In addition, we make available on our Investor Relations website athttps:// 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 in-person during the meeting, even if you previously submitted your proxy. If you plan to attend the meeting, please follow the advance registration instructions on the inside back cover page of this proxy statement to obtain an admission card.

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 13, 2023

INTERNET

BY TELEPHONE

BY MAIL

IN-PERSON

(www.proxyvote.com)

(1-800-690-6903)

Complete, sign and return your

In-person at the Annual Meeting. If you are a

until February 5, 2024

until February 5, 2024

proxy by mail by

shareowner of record, your admission card will

February 2, 2024

serve as proof of ownership. If you hold your

shares through a broker, nominee, or other

intermediary, you must bring proof of ownership

to the meeting.

Note: The Board of Directors solicits votes by the execution and prompt return of the accompanying proxy in the enclosed return envelope or by use of the Company's telephone or internet voting procedures.

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:

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

BOARD AND GOVERNANCE HIGHLIGHTS

• All directors and nominees are independent except our Chairman
• Our Lead Independent Director's responsibilities are outlined in a Lead Independent Director Charter
• Balanced director tenure with five directors with six years or less of service
• Director term limits and mandatory retirement policy
• Balanced director ages with four directors under age 60
• Diverse Board, with four female directors and two African-American directors
• Highly engaged Board with two directors each having missed one Committee meeting
• Annual Board, Committee, individual director, and Lead Independent Director evaluations and assessment of Board leadership structure

• By-laws provide for proxy access by shareowners
• Code of Conduct for all employees and directors, with Board oversight of Code of Conduct matters relating to senior officers and directors
• Stock ownership requirements for officers and directors
• Anti-hedging and anti-pledging policies for officers and directors
• Ethics training annually for all employees and directors
• Long-standing commitment to corporate responsibility and sustainability
• Active shareowner outreach and engagement

ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT 1

PROXY SUMMARY

SUMMARY OF BOARD COMPOSITION

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.

JAMES P.

BLAKE D.

PAM

DONALD R.

LISA A.

THOMAS W.

PATRICIA A.

WILLIAM P.

ALICE L.

ROBERT W.

GIPSON

JOLLA

KEANE

MORET

MURPHY

PARFET

PAYNE

ROSAMILIA

SODERBERY

WATSON

Committee Membership

Audit

✔

✔

✔

✔

Compensation and

✔

✔

Talent Management

Board Composition

✔

✔

and Corporate

Governance

Technology

✔

✔

✔

✔

Lead Independent

Director

Governance

Information

Independent

✔

✔

✔

✔

✔

✔

✔

✔

✔

Tenure

3

1

12

7

4

15

8

7

2

6

Other Public

Company Boards

1

0

0

0

1

2

1

0

0

0

Term Expiring

2026

Nominee

2025

2025

2026

2026

Nominee

2025

2026

2025

Demographics

Age

66

58

64

61

50

71

65

62

57

57

Race/Ethnicity

African-American/

✔

✔

Black

Gender

Female

✔

✔

✔

✔

Male

✔

✔

✔

✔

✔

✔

Chair

CURRENT DIRECTOR HIGHLIGHTS

AGE

4	4	2
<60	60-65	>66

AVERAGE AGE 61.1

TENURE

1. < 5 years

1. 6-9years

2 10+ years

AVERAGE TENURE 6.5

	DIVERSITY
		5
	50%	White Men
1	DIVERSE
African-American Man		3
1
	White Women
African-American Woman

DIRECTOR EXPERIENCE				ATTENDANCE RATE
			PER DIRECTOR IN FY23

CEO/Executive Leadership	Industry/Operational/	Sales & Marketing
■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 10	Manufacturing	■■ ■ ■ ■ ■ ■ ■ ■■ 4
Global Business	■■ ■ ■ ■ ■ ■ ■ ■■ 8	Risk and Governance
Technology & Innovation
■■ ■ ■ ■ ■ ■ ■ ■■ 8	■■ ■ ■ ■ ■ ■ ■ ■■ 10
Financial/Accounting	■■ ■ ■ ■ ■ ■ ■ ■■ 8
■■ ■ ■ ■ ■ ■ ■ ■■ 10

8

2

directors attended every meeting

directors each missed one committee meeting

2 ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT

PROXY SUMMARY

EXECUTIVE COMPENSATION

Our compensation philosophy is designed to attract, retain, and motivate the high caliber executive talent necessary to deliver long term and sustained performance to our shareowners, customers, and other stakeholders. The philosophy is implemented through our executive compensation programs

Element

Form of Award Description

that provide flexible and effective total compensation opportunities relative to our corporate performance and are aligned with shareowner interests as discussed further in the Compensation Discussion & Analysis section. Our executive compensation program includes:

2023 Total Target Direct

Compensation Mix

Period

CEO

Other NEOs

Base Salary	Cash	Competitive pay based on scope,	One year	9%	18%
experience, individual performance,
		and internal alignment.
		Performance on four key financial goals
		with plus or minus adjustment up to 10%
		of target incentive for performance against
		strategic goals and cultural transformation
		across our four cultural tenets including
Annual		1) strengthen our commitment to integrity,
Cash	diversity, and inclusion, 2) be willing to	One year	14%	16%
Incentive (ICP)	compare ourselves to best alternatives,
		3) increase the speed of decision making,
		and 4) have a steady stream of fresh ideas.
		Additionally, positive or negative adjustments
		can be made for segment, team, and individual
		performance. Actual payouts can range from
		zero to 200% of target incentive.

	Realized value based on TSR
	performance relative to the
Performance	S&P 500 Selected GICS Groups	Vest after
Shares (40%)	(Capital Goods, Software & Services,	three years
	Technology, Hardware & Equipment).
	Payout can range from zero to
	200% of target.

Long-Term		Realized value based on appreciation	77%	66%
Incentive (LTI)	Stock Options	in stock price relative to original	Vest over three years
	(30%)	grant price. Appreciation can be	in three equal
	realized during the ten-year life of	annual installments
		the award.
	Restricted	Realized value based on our stock	Vest over three years
	Stock	in three equal
	price performance
	Units (30%)	annual installments

ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT 3

PROXY STATEMENT

2024 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 6, 2024 (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."

THIS PROXY STATEMENT AND FORM OF PROXY ARE BEING DISTRIBUTED OR MADE AVAILABLE TO SHAREOWNERS

BEGINNING ON OR ABOUT DECEMBER 20, 2023.

ROCKWELL AUTOMATION OVERVIEW

We are a global leader in industrial automation and digital transformation. We understand and simplify our customers' complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.

Our principal executive office is located at 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. Our telephone number is [phone], 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.

THIS PROXY STATEMENT INCLUDES STATEMENTS RELATED TO THE EXPECTED FUTURE RESULTS OF THE COMPANY AND ARE THEREFORE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTIONS DUE TO A WIDE RANGE OF RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT ARE LISTED IN OUR SEC FILINGS.

4 ROCKWELL AUTOMATION | FY2023 PROXY STATEMENT