UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 under §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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	1
VOTING MATTERS	1
BOARD AND GOVERNANCE HIGHLIGHTS	1
EXECUTIVE COMPENSATION	3

PROXY STATEMENT	4
2024 ANNUAL MEETING	4
ROCKWELL AUTOMATION OVERVIEW	4

CORPORATE GOVERNANCE	5
LEAD INDEPENDENT DIRECTOR LETTER	5
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE	6
BOARD’S ROLE AND RESPONSIBILITIES	9
SHAREOWNER ENGAGEMENT	11
COMMUNICATIONS TO THE BOARD AND OMBUDS	11
BOARD STRUCTURE	12
BOARD MEETINGS AND COMMITTEES	13
INDEPENDENT DIRECTOR SESSIONS	13
BOARD PROCESSES	17
RELATED PERSON TRANSACTIONS	18
CORPORATE GOVERNANCE DOCUMENTS	19

ELECTION OF DIRECTORS	20
BOARD OF DIRECTORS	20
ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS	24

DIRECTOR COMPENSATION	29
ANNUAL DIRECTOR COMPENSATION	29
DIRECTOR STOCK OWNERSHIP REQUIREMENT	30
DIRECTOR COMPENSATION TABLE	31
DIRECTOR COMPENSATION FOR FISCAL 2024	31

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT	32

EXECUTIVE COMPENSATION	33
ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	34
COMPENSATION DISCUSSION AND ANALYSIS	35
SUMMARY COMPENSATION TABLE	48
GRANTS OF PLAN-BASED AWARDS TABLE	50
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE	52
OPTION EXERCISES AND STOCK VESTED TABLE	53
PENSION BENEFITS TABLE	54
NON-QUALIFIED DEFERRED COMPENSATION	56
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	58
RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE	61
PAY VERSUS PERFORMANCE	62

AUDIT MATTERS	66
ITEM 3. PROPOSAL TO APPROVE THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66
AUDIT COMMITTEE REPORT	68

STOCK OWNERSHIP INFORMATION	69
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY	69

OTHER INFORMATION	71
SUPPLEMENTAL FINANCIAL INFORMATION	71
OTHER MATTERS	75
ANNUAL REPORT	75
SHAREOWNER PROPOSALS FOR 2025 ANNUAL MEETING	75

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 6, 2024	80

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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.

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 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 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

HOW TO CAST YOUR VOTE:

You can vote by any of the following methods:

INTERNET
(www.proxyvote.com)
until February 5, 2024

BY TELEPHONE
(1-800-690-6903)
until February 5, 2024

BY MAIL
Complete, sign and return your
proxy by mail by
February 2, 2024

IN-PERSON
In-person at the Annual Meeting. If you are a shareowner of record, your admission card will 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.

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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 public accounting firm for fiscal 2024	FOR	66

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

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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.


	WILLIAM P.	ALICE L.	JAMES P.	BLAKE D.	PAM	DONALD R.	LISA A.	THOMAS W.	ROBERT W.	PATRICIA A.
	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


ROCKWELL AUTOMATION \| FY2023 PROXY STATEMENT	2

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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 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
Element	Form of Award	Description	Period	CEO	Other NEOs
Base Salary	Cash	Competitive pay based on scope, experience, individual performance, and internal alignment.	One year
Annual Incentive (ICP)	Cash	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 1) strengthen our commitment to integrity, diversity, and inclusion, 2) be willing to 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.	One year
Long-Term Incentive (LTI)	Performance Shares (40%)	Realized value based on TSR performance relative to the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment). Payout can range from zero to 200% of target.	Vest after three years
	Stock Options (30%)	Realized value based on appreciation in stock price relative to original grant price. Appreciation can be realized during the ten-year life of the award.	Vest over three years in three equal annual installments
	Restricted Stock Units (30%)	Realized value based on our stock price performance	Vest over three years in three equal annual installments


ROCKWELL AUTOMATION \| FY2023 PROXY STATEMENT	3

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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 +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.

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.


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CORPORATE GOVERNANCE

LEAD INDEPENDENT DIRECTOR LETTER

JAMES P. KEANE

LEAD INDEPENDENT DIRECTOR

“OVER THE LAST YEAR THE BOARD HAS MAINTAINED ITS FOCUS ON ... OVERSEEING THE EVOLUTION OF THE COMPANY’S STRATEGY, WHILE AT THE SAME TIME ENSURING THAT THE MANAGEMENT TEAM IS MAINTAINING A STRONG RISK AND CONTROL ENVIRONMENT.”

Dear Fellow Shareowners:

I am honored to have been elected by the Board as Lead Independent Director this past February. Our entire Board is committed to strong, independent leadership, and the Lead Independent Director role is a critical part of our effective governance practices. One of the privileges I have in this role is to write to you about the work of the Board, which is focused on supporting the Company’s long-term success and delivering value to our shareowners.

BOARD OVERSIGHT OF COMPANY STRATEGY, RISK, AND ESG

Over the last year the Board has maintained its focus on development and succession planning for the Company’s leadership team and overseeing the evolution of the Company’s strategy, while at the same time ensuring that the management team is maintaining a strong risk and control environment. In this dynamic macroeconomic and geopolitical environment we have had heightened focus on business resiliency, the Company’s compliance with evolving regulatory standards, and mitigation of cybersecurity risk. The Board regularly discusses the Company’s strategy with management, including management’s progress towards short and long-term goals related to the Company’s strategic framework.

The Board is also actively engaged in overseeing the Company’s environmental, social, and governance (ESG) efforts. Our Committees receive regular updates from the management team on ESG efforts related to their respective areas of focus, including diversity, equity, and inclusion initiatives, environmental and climate change goals, and regulatory changes that impact governance and reporting. The Committees regularly share and discuss these updates with the full Board.

BOARD SUCCESSION AND EFFECTIVENESS

As our business evolves, so does our Board. As we evaluate our leadership structure, add a new director, or change the composition of our Board committees, we do so with the objective of ensuring a balanced mix of skills, experiences, and perspectives. We had one director retire in February, J. Phillip Holloman, and have another director, Steven R. Kalmanson, who will retire just before our upcoming Annual Meeting of Shareowners. After 10 and 13 years of service, respectively, we thank them for the valuable contributions they made to the Board and to the Company.

We welcomed our newest director, Alice Jolla, Chief Accounting Officer and Corporate Vice President, Corporate Finance and Services at Microsoft Corporation, in February 2023. Ms. Jolla brings strong financial experience with SaaS business models and extensive leadership skills. Ms. Jolla is the fourth new director that we have added over the past four years. The combination of their backgrounds and fresh perspectives with the historical knowledge and expertise of our longer-tenured directors helps us deliver great results for our Company and shareowners.

The Board is committed to ensuring we operate effectively on your behalf. This year we leveraged an outside expert to facilitate our annual Board evaluation process. Our directors openly discussed the strengths of the Board and areas for continued focus and improvement. Our healthy Board culture leverages the diverse skill sets and perspectives of our directors and encourages and enables candid dialogue.

On behalf of the Board we thank you for your investment in the Company and we remain dedicated to serving your interests in 2024 and beyond.

Jim Keane

Lead Independent Director


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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Sustainability is central to our mission to make our customers more resilient, agile, and sustainable by delivering industrial automation and digital transformation solutions that simplify complex challenges. 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 areas we believe will create the most value and help us deliver three outcomes: Sustainable Customers, Sustainable Company, and Sustainable Communities.

ENVIRONMENTAL

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.

Carbon neutral by 2030
(scope 1 and 2 emissions)

•

Since announcing our carbon neutral goal in November 2020, we have developed and begun implementation of our roadmap to meet our carbon scope 1 and 2 goal.

•

We will disclose our material carbon scope 3 fiscal year 2022 baseline in our 2023 Sustainability Report, which will be available in early 2024.

Committed to
robust reporting

•

In 2022, we published our first Task Force on Climate-Related Financial Disclosures (TCFD) report, which describes integration of climate risk in our enterprise risk management.

•

Our sustainability reporting is robust and includes our Sustainability Report, SASB and TCFD disclosure reports.

SOCIAL

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.

OVER
15,000 HOURS
OF VOLUNTEERING
REPORTED

Our commitment to impacting our communities is also shared by our employees who reported over 15,000 volunteer hours this year. We also 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.

DIVERSITY, EQUITY, AND INCLUSION (DEI)

Diversity, equity, and inclusion is core to who we are and is integrated into our business strategic framework, cultural tenets, and business objectives.

DEI Vision

Our DEI vision is to establish a diverse, equitable, and inclusive culture that unleashes potential, enables collaboration and innovation, and improves outcomes for our employees, business, communities, customers, and stakeholders.

In 2022, we implemented a new DEI strategy and 3-year roadmap to enhance the pace and scale of our DEI outcomes. Our strategy is focused on the three pillars of culture, talent, and partnerships, and our approach is founded on ensuring our culture is one where all employees are enabled and inspired to do their best work.


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We have set goals to increase the representation of diverse talent globally and provide programs and training to help ensure our managers effectively lead diverse teams and demonstrate inclusive leadership behaviors.

Our plan includes goals and key performance indicators for:
•	increasing diverse representation across the enterprise,
•	customized business segment/function action plans,
•	sponsorship across dimension of diversity,
•	and inclusive leadership behaviors as a component of all people managers’ performance.

COMPANY CULTURE

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 principles:
•	Strengthen our commitment to integrity, diversity, equity, and inclusion
•	Be willing to compare ourselves to the best alternatives
•	Increase the speed of decision making
•	Ensure a steady stream of fresh ideas

EMPLOYEE HEALTH AND SAFETY

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 \| FY2023 PROXY STATEMENT	7

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GOVERNANCE

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 our corporate governance practices and Board attributes:

BOARD OF DIRECTORS		ALIGNMENT WITH SHAREOWNERS

	• Size of continuing Board – 10 • Plurality vote with director resignation policy for failure to receive a majority of votes cast in uncontested director elections • Lead Independent Director • All directors are expected to attend the Annual Meeting • Generally directors do not stand for re-election after age 72 • Director term limit		• Annual equity grants align interests of directors and officers with those of shareowners • Annual advisory approval of executive compensation by shareowners • Stock ownership requirements for officers and directors • Active shareowner outreach and engagement
BOARD COMPOSITION		COMPENSATION

	• Number of independent directors – 9 • Diverse Board with different backgrounds, experiences, and expertise, as well as balanced mix of ages and tenure of service • All Board members have experience with corporate governance matters • Audit Committee has financial experts • Four female directors and two African-American directors		• No employment agreements with officers • Limited use of change of control agreements • Executive compensation is tied to performance – 68% of CEO pay and 62% of other NEO pay is performance-based • Anti-hedging and anti-pledging policies for directors and officers • Recoupment policy and clawback agreements
BOARD PROCESSES		INTEGRITY AND COMPLIANCE

	• Independent directors meet without management present • Annual Board and Committee self-assessments and individual director and Lead Independent Director evaluations • Board orientation program • Guidelines on Corporate Governance approved by Board • Board plays active role in strategy, risk, and ESG oversight • Full Board regularly reviews succession planning for CEO and senior management		• Code of Conduct for employees, officers, and directors • Supplier and PartnerNetwork Codes of Conduct • Board oversight of Code of Conduct matters relating to senior officers and directors • Environmental, health, and safety policies • Annual training on ethics is required for all employees and the Board • Commitment to corporate responsibility and sustainability • Annual Sustainability Report
SHAREOWNER RIGHTS		OTHER

	• Confidential voting policy • By-laws provide proxy access to shareowners		• Employees may vote their shares in Company-sponsored plans • An independent inspector tabulates shareowner votes for the Annual Meeting • Disclosure Committee ensures timely and accurate disclosures in SEC reports • No multiple voting rights, enhanced voting rights, voting certificates, or non-voting shares • Board receives a report on information security matters at each meeting and at least annually reviews the Company’s information security strategy


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BOARD’S ROLE AND RESPONSIBILITIES

OVERVIEW

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.

BOARD’S ROLE IN RISK OVERSIGHT

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, 2023 contains a detailed description of the most significant enterprise risks that we face.

BOARD RESPONSIBILITY The Board has primary responsibility for oversight of management’s program of enterprise risk management for the Company. The standing Committees of the Board address the risks related to their respective areas of oversight. Our risk oversight is aligned with the Board’s oversight of the Company’s strategies and business plans. Thus, the Board ordinarily receives reports on the risks implicated by the Company’s strategic decisions concurrent with the deliberations leading to those decisions. The full Board annually receives an update on the enterprise risk management program and receives reports from management on enterprise risks that are not specifically assigned to a Committee. In general, the Committees oversee the following risks:
AUDIT COMMITTEE • Responsible for reviewing the overall guidelines and policies that govern our process for risk assessment and management • Provides oversight regarding financial risks • Receives regular reports on management policies and practices relating to the Company’s financial statements and the effectiveness of internal controls over financial reporting • Receives regular reports from the Company’s independent auditor and general auditor, as well as the Chief People and Legal Officer, the Chief Compliance Officer, and the Ombuds, regarding legal and compliance risks			COMPENSATION AND TALENT MANAGEMENT COMMITTEE • Considers the risk implications of the incentives created by our compensation programs • Oversees risk implications for our strategies and initiatives relating to talent management
			TECHNOLOGY COMMITTEE • Oversees risks related to technology, information security, product and service security, software, and emerging technologies • Conducts an annual review of the cybersecurity risks associated with product and service security and secure development environments, including a detailed review of management action plans to address any audit findings relating to those risks
			BOARD COMPOSITION AND CORPORATE GOVERNANCE COMMITTEE • Oversees governance-related risks, including conflicts of interest, director independence, Board and Committee structure and performance, and Code of Conduct matters, including for senior executives and directors • Oversees risk implications of policies and practices with respect to corporate responsibility and culture, diversity, equity, and inclusion, safety and environmental protection, climate change, and sustainability
MANAGEMENT RESPONSIBILITY The responsibility for managing risk rests with executive management. Management periodically reports to the Board regarding the system that is used to assess, manage, and monitor risks. Management also reports to the Board on the risks it has assessed to be the most significant, together with management’s plans to mitigate those risks. Executive officers are assigned responsibility for managing the risks deemed most significant.



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BOARD’S ROLE IN MANAGEMENT SUCCESSION PLANNING

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 at least annually it 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. 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.

Committees of the Board also have oversight responsibility for topics related to succession planning. The Board Composition and Corporate Governance Committee defines the skills, attributes, and other criteria to be used for succession plans for the CEO. The Compensation and Talent Management Committee oversees the succession and development of other senior management as well as the Company’s management strategies and initiatives relating to talent management and employee engagement.

BOARD’S ROLE IN ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS

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, climate change, 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

Area		Committee
Employee Well-Being and Safety	• We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the Company being a great place to work. • We offer benefits and programs that focus on holistic well-being, including physical, mental, and financial health.	• Board Composition and Corporate Governance • Compensation and Talent Management
Ethics and Compliance	• It is critical that all our employees let integrity guide every action, constantly adhering to our Company’s Code of Conduct, so we win the right way.	• Board Composition and Corporate Governance • Audit
Talent/Workforce Management	• The strategic management of talent means we hire and retain the right talent, both for immediate needs and for meeting the requirements of future business strategies. We foster this management with programs that focus on: • Acquiring and retaining the best talent for our business needs, • Talent development and training, and • Succession planning for senior management.	• Compensation and Talent Management • Technology
CEO Succession Planning	• We define the necessary skills and attributes of the CEO based on the Company’s short and long-term strategy. • We regularly review CEO succession plans, including emergency CEO succession.	• Board Composition and Corporate Governance
Culture	• Culture is the foundation for our accelerated growth. At Rockwell, we focus on four tenets of our culture: strengthen our commitment to integrity, diversity, and inclusion, be willing to compare ourselves to the best alternatives, increase the speed of decision making, and have a steady stream of fresh ideas.	• Board Composition and Corporate Governance
Diversity, Equity, and Inclusion	• Our diverse and inclusive culture allows us to fully leverage innovation and teamwork while delivering our commitments to employees, customers, and shareowners. We want our workforce to reflect the communities where we live and work globally.	• Board Composition and Corporate Governance


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Area		Committee
Employee Engagement	• We want to be a place where employees are enabled and inspired to do their best work, which is why we measure employee engagement and enablement to remove barriers, take rapid action, and improve employee experience.	• Board Composition and Corporate Governance • Compensation and Talent Management
Succession Planning for Senior Leaders	• We focus on leadership development to ensure we are building the necessary skills and talent for the future. • We actively manage the pipeline of key Company talent.	• Board Composition and Corporate Governance • Compensation and Talent Management
Executive Compensation	Our executive compensation program is designed to: • Motivate executives to create shareowner value, • Attract and retain executive talent, and • Balance rewards based on performance from our financial results and strategic goals with appropriate risk-taking.	• Compensation and Talent Management
Total Rewards – Broader Workforce	• We are committed to providing competitive compensation, benefits, and well-being programs to ensure we attract, motivate, and retain talent across our global workforce.	• Compensation and Talent Management

SHAREOWNER ENGAGEMENT

We believe that effective corporate governance should include regular engagement with our shareowners. We are committed to fostering strong relationships with constructive conversations and an open dialogue with shareowners through our ongoing program of outreach 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-annual 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 the fall of 2023, we invited shareowners representing approximately half of our outstanding shares to calls and received feedback from shareowners representing 34% of our outstanding shares. Our discussions focused on ESG initiatives, practices, and trends, including sustainability practices and opportunities, board governance, diversity, equity, and inclusion programs and metrics, and our executive compensation program. We also discussed 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


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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, from the Governance dropdown menu select “Ethics and Compliance”, then select 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 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)
e-mail at ombuds@ra.rockwell.com,
fax at +1 (414) 382-8485, or,
if you wish to remain anonymous, by going to:
https://rockwellautomation.ethicspoint.com.

BOARD STRUCTURE

LEADERSHIP 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:

•	long experience and deep knowledge of the Company, its customers, and its business operations and strategy,
•	deep industry knowledge and expertise, and
•	proven leadership skills with the vision necessary to lead the Board and our Company.
The leadership structure of the Board and Company is further strengthened by:
•	the leadership provided by our Lead Independent Director, with defined roles and responsibilities set forth in a Lead Independent Director Charter,
•	refreshment/election of new directors,
•	our process for evaluating Board and Committee structure, including rotation of the Lead Independent Director, directors on Committees, and Committee chair positions,
•	the independence of all members of the Audit, Board Composition and Corporate Governance, Technology, and Compensation and Talent Management Committees,
•	our governance guidelines and practices,
•	our processes for evaluating the Board and management, and focus on Board succession planning,
•	our effective shareowner engagement practices, and
•	our strong commitment to integrity and compliance with the highest standards of legal and ethical conduct.

LEAD INDEPENDENT DIRECTOR

Our Guidelines on Corporate Governance require the appointment of a Lead Independent Director in the event the Chairman is a management director, a framework that further strengthens the leadership of the Company. The Board adopted a separate charter for the Lead Independent Director to formalize existing practices and strengthen the role. In February 2023, the Board elected James P. Keane to serve as Lead Independent Director. Mr. Keane is an experienced director having served as chairman and CEO of a large public company and as a board member of several large business organizations.

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.


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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.

BLAKE D. MORET

JAMES P. KEANE

Chairman since 2018

Lead Independent Director since 2023

•

Provides strategic vision for the Company as Chairman and CEO

•

Establishes the agenda for Board meetings

•

Presides at meetings of the Board

•

Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board

•

Consults with the Board Composition and Corporate Governance Committee on matters of corporate governance

•

Consults with the Board Composition and Corporate Governance Committee on Committee composition

•

Acts as Chairman of and presides at meetings of shareowners

•

Calls special meetings of the Board

•

Consults with the Board Composition and Corporate Governance Committee on leadership structure of the Board

•

Does not serve on any Committees but attends all Committee meetings

•

Works to ensure the Board functions with appropriate independence from management

•

Acts as a key liaison between the Chairman and the independent directors

•

Communicates Board feedback to the Chairman after each Board meeting

•

Collaborates with the Chairman to develop Board meeting agendas

•

Collaborates with the Compensation and Talent Management Committee to conduct the annual evaluation of the performance of the Chairman and CEO

•

Collaborates with the Chairman and Board Composition and Corporate Governance Committee on matters related to Board effectiveness

•

Presides at independent director sessions of the Board

•

Presides at Board meetings if the Chairman is not present

•

Calls meetings of the independent directors when necessary

•

Does not serve on any Committees but attends all Committee meetings

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://www.rockwellautomation.com/en-us/company/investor-relations/governance/governance-documents.html. The Committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2023, the Board did not make changes to any Committee charters.

In fiscal 2023, the Board held seven meetings and on four occasions acted by written consent in lieu of a meeting. All of the directors attended 100% of the meetings except two directors who each missed one Committee meeting. All directors attended 92% or more of the total number of Board and Committee meetings. Under our Guidelines on Corporate Governance, directors are expected to attend the Annual Meeting of Shareowners. All directors attended the 2023 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.


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COMMITTEES OF THE BOARD

Audit Committee

Current Members

ROLES AND RESPONSIBILITIES:

•

Assist the Board in overseeing and monitoring the integrity of our financial reporting processes, our internal control and disclosure control systems, the integrity and audits of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm.

•

Appoint our independent registered public accounting firm, subject to shareowner approval.

•

Approve all audit and audit-related fees and services and permitted non-audit fees and services of our independent registered public accounting firm.

•

Review with our independent registered public accounting firm and management our annual audited and quarterly financial statements.

•

Discuss with management our quarterly earnings releases.

•

Review with our independent registered public accounting firm and management the quality and adequacy of our internal controls.

•

Discuss with management our financial risk assessment and risk management policies.

Lisa A. Payne (Chair)
Alice L. Jolla
Pam Murphy
Donald R. Parfet
Robert W. Soderbery
Number of Meetings in

Fiscal 2023: Seven

INDEPENDENCE:

•

All members of the Audit Committee meet the independence and financial literacy standards and requirements of the NYSE and the Securities and Exchange Commission (SEC). The Board has determined that Mss. Jolla, Murphy, and Payne and Mr. Parfet qualify as “audit committee financial experts” as defined by the SEC.

Board Composition and Corporate Governance Committee

Current Members

ROLES AND RESPONSIBILITIES:

•

Consider and recommend to the Board qualified candidates for election as directors of the Company.

•

Review leadership structure of the Board.

•

Consider matters of corporate governance and review adequacy of our Guidelines on Corporate Governance.

•

Administer the Company’s related person transactions policy.

•

Annually assess and report to the Board on the performance of the Board as a whole and of the individual directors.

•

Recommend to the Board the members of the Committees of the Board and the director to serve as Lead Independent Director.

•

Conduct an annual review of director compensation and recommend to the Board any changes. See “Director Compensation” below.

•

Define skills and attributes used in the evaluation for CEO succession planning and recruitment and review the criteria with the Board in the context of the Company’s strategy and needs.

•

Review the application of the Company’s Code of Conduct to the Company’s senior executive officers and directors, address any misconduct or matters involving a senior executive or director, and report and make recommendations to the Board as to any such matters as appropriate.

•

Review and assess the Company’s policies and practices with respect to matters affecting our corporate responsibilities, including diversity, equity, and inclusion, Company culture, environmental protection, climate change and sustainability, employee health and safety, community relations, and corporate social responsibility.

William P. Gipson (Chair)
Alice L. Jolla
Steven R. Kalmanson
Donald R. Parfet
Number of Meetings in

Fiscal 2023: Four, plus one action taken by written consent

INDEPENDENCE:

•

All members of the Board Composition and Corporate Governance Committee are independent directors as defined by the NYSE.


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Compensation and Talent Management Committee

Current Members

ROLES AND RESPONSIBILITIES:

•

Evaluate the performance of our senior executives, including the CEO.

•

Make recommendations to the Board with respect to executive compensation plans.

•

Review and approve salaries, incentive compensation, equity awards, and other compensation of officers.

•

Review the salary plan for the CEO and other executives who directly report to the CEO.

•

Oversee succession and development plans for senior management.

•

Review and discuss with the Company’s management strategies and initiatives relating to talent management and employee engagement.

•

Review and approve corporate goals and objectives.

•

Oversee the design and competitiveness of the Company’s overall compensation programs and benefits.

•

Oversee the work and independence of any advisor retained by the Compensation and Talent Management Committee.

Patricia A. Watson (Chair)
Lisa A. Payne
Steven R. Kalmanson
Thomas W. Rosamilia
Number of Meetings in

Fiscal 2023: Four, plus three actions taken by written consent

INDEPENDENCE:

•

All members of the Compensation and Talent Management Committee are independent directors as defined by the NYSE and are not eligible to participate in any of our compensation plans or programs, except our 2020 Long-Term Incentives Plan for annual retainer fees in the form of equity awards and Directors Deferred Compensation Plan.

ROLE OF INDEPENDENT COMPENSATION CONSULTANTS:

•

The Compensation and Talent Management Committee has engaged Willis Towers Watson, an executive compensation consulting firm that is directly accountable to the Compensation and Talent Management Committee, to provide advice on compensation trends and market information to assist the Compensation and Talent Management Committee in fulfilling its duties, including the following responsibilities: review executive compensation and advise of changes to be considered to improve effectiveness consistent with our compensation philosophy; provide market data and recommendations on CEO and other executive compensation; review materials and attend Compensation and Talent Management Committee meetings; and advise the Compensation and Talent Management Committee on best practices for governance of executive compensation as well as areas of possible concern or risk in the Company’s programs. The Compensation and Talent Management Committee annually reviews the performance and independence of the consultants.

•

Willis Towers Watson serves as the Compensation and Talent Management Committee’s advisor and is directly engaged by and is accountable to the Compensation and Talent Management Committee, and has not been engaged by management for other services, except as described in this section. During fiscal 2023, Willis Towers Watson was paid approximately $228,000 for executive compensation advice, other services to the Compensation and Talent Management Committee, director compensation advice and other services to the Board Composition and Corporate Governance Committee. During fiscal 2023, Willis Towers Watson was also paid approximately $3,531,000, of which $3,080,000, or 87%, was for core actuarial services and $451,000, or 13%, was for other human resources services to the Company and its benefit plans. The engagements for these other services were recommended by management and approved by the Compensation and Talent Management Committee.

In fiscal 2023, the Compensation and Talent Management Committee utilized Willis Towers Watson to serve as its independent compensation consultant after assessing the firm’s independence, taking into consideration the following factors, among others:

•

The Compensation and Talent Management Committee’s oversight of the relationship between the Company and Willis Towers Watson mitigates the possibility that management could misuse other engagements to influence Willis Towers Watson’s compensation work for the Compensation and Talent Management Committee.

•

Willis Towers Watson has adopted internal safeguards to ensure that its executive compensation advice is independent and has provided the Compensation and Talent Management Committee with a written assessment of the independence of its advisory work to the Compensation and Talent Management Committee for fiscal 2023.

•

The Compensation and Talent Management Committee retains ultimate decision-making authority for all executive pay matters and understands Willis Towers Watson’s role is simply that of advisor.

•

There are no significant business or personal relationships between Willis Towers Watson and any of our executives or members of the Compensation and Talent Management Committee.

•

Based on this assessment, the Compensation and Talent Management Committee has concluded that it is receiving objective and independent advice from Willis Towers Watson and that its work for the Company does not raise any conflict of interest.

The Compensation and Talent Management Committee intends to continue to oversee all relationships between the Company and Willis Towers Watson to ensure that the Compensation and Talent Management Committee continues to receive objective compensation advice from Willis Towers Watson. In addition, the Compensation and Talent Management Committee will review and approve the typ

SEC Form DEF 14A filed by Rockwell Automation Inc.