ROCKWELL AUTOMATION, INC ROK

50% shingled-prose overlap between the two filings.

2024: 40,237 chars · 2025: 41,418 chars

• Committee Report:56% overlap (5,926 → 5,564 chars)
• Pay Ratio (Item 402(u)):56% overlap (2,013 → 2,355 chars)

• changedThis CD&A describes our executive compensation philosophy and program, as well as the specific compensation paid during fiscal year 2025 2024to the five current executives shown below. below,aswellasoneformerSVP&ChiefFinancialOfficer.
• newROTHE SVP & Chief Financial Officer MATTHEW W.
• newFORDENWALT SVP, Lifecycle Services SCOTT A.
• changedHOUSE SVP, Chief People and Legal Officer & Secretary TESSAM.
• changed38ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 33
• newType Element Link to Shareowner Value Key Features Base Salary Provide market competitive cash compensation to attract and retain the best executive talent.
• new● Merit increases are reviewed annually, generally effective in January.
• new● Competitive pay based on market median, scope, experience, individual performance, and internal alignment.
• newAnnual Incentive Promote, incentivize, and reward achievement of key strategic and financial performance measures.
• new● NEO target award based on scope of role and responsibilities, market median, experience, individual performance, and internal alignment.
• new● Cash payout based on performance against four key financial goals, plus or minus adjustments up to 10% of target incentive for performance against strategic culture goals, and payout modifiers based on performance to individual, team, segment, or Company goals.
• changed● Actual payouts can range from zero to 200% of target incentive.
• newLong-term Incentives Performance Shares (40%) Align interests of executives with those of our shareowners by motivating and rewarding achievement of shareowner value.
• new● Stock-based incentive that, if earned, vests after three years based on Total Shareowner Return (TSR) performance relative to S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware, & Equipment).
• new● Actual payouts can range from zero to 200% of target incentive.
• newStock Options (30%) Promote long-term value-creating actions necessary to increase the market value of our stock, as award only provides value if our stock price appreciates.
• new● Stock-based incentive that vests over three years in three equal annual instalments.
• changed● Appreciation can be realized during the ten-year life of the award.
• newRestricted Stock Units (30%) Promotes long-term retention, stock ownership, and alignment to shareowner interests.
• new● Stock-based incentive that vests over three years in three equal annual instalments.
• changedOur performance metrics included within our incentive plans are aligned with shareowner interests with ofa strong focus on profitability, growth, cash generation, and alignmenttostrategic goals that deliver shareowner value.
• changed34 ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 39
• changedAt our 2025 2024Annual Meeting of Shareowners our shareowners voted in favor of our executive compensation programs on an advisory basis.
• changedIn 2025, 2024,we engaged with shareowners to discuss our executive compensation program and feedback from those discussions was presented to the Compensation and Talent Management Committee (“Committee”).
• changed2025 2024FINANCIAL PERFORMANCE HIGHLIGHTS
• changedThe table below demonstrates the year-over-year results for certain of our financial measures, including the non-GAAP measures (organic sales growth, Adjusted EPS, and free cash flow) and key metric (organic annual recurring revenue (ARR) growth) used in our annual incentive plan.
• newIn fiscal 2025, the company delivered strong financial, operational, and strategic results through disciplined execution, pricing rigor, and a continued focus on productivity, including:
• new● Reported and organic sales up 1% year over year; ● Total and organic annual recurring revenue (ARR) up 8% year over year; ● GAAP measures: pretax margin of 11% and diluted EPS of $7.67 which was reduced by $1.88 of accounting adjustments and one-time charges; ● Segment operating margin of 20.4%, up 110 basis points year over year and includes ~$325 million benefit from cost reduction and margin expansion actions; ● Adjusted EPS of $10.53, up 7% year over year; and ● Free cash flow of $1,358 million, up 113% year over year, and conversion of 114%.
• changed40ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 35
• changedThe fiscal 2025 2024compensation of our NEOs, as explained in the Fiscal 2025 2024Compensation Decisions section below, aligns with our annual and long-term performance and shareowners’ interests including:
• changed● No change in base salary for our NEOs during fiscal 2025 2024consistent with our focus on cost reduction disciplineand margin expansion actions that began executionin fiscal 2024. achallengingenvironment.
• new● For Fiscal 2025, participants in our annual incentive plan, including our NEOs, earned an annual incentive payout of 95.7%, reflecting strong performance against our financial targets and strategic culture goals.
• newThis includes exceeding our productivity target for the full fiscal year and mitigating the impact of tariffs on Adjusted EPS.
• new● TSR performance for the period October 1, 2022 through September 30, 2025 at the 35th percentile of our comparator group resulting in 70% of target performance shares granted on December 9, 2022 being earned.
• changedAs the world’s largest company dedicated to industrial automation and digital transformation, we ourstrategyistobring the Connected Enterprise® to life.
• changedWe understand and simplify our customers’ complex production challenges and deliver themostvaluedsolutions that combine advanced technology with deep andindustry expertise.
• newAs a result, we enable our customers to transform their operations, build resilience, empower their workforce and become more sustainable.
• changedOur strategic long-termprofitablegrowth framework outlines how we will deliver accelerated growth continuing whilewecontinueto transform our company to meet stakeholder expectations over the longer term:
• changed● Achieve faster secular growth in core traditionalmarkets driven by customers’ duetocustomerneeds for greater resiliency (including cybersecurity), agility, sustainability, and solutions to address mitigatingimpactsoflabor shortages; ● Grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new market; ● Achieve 1% average annual Continuedouble-digitgrowth in ARR; annualrecurringrevenue(ARR);● Add 1% average annual growth from acquisitions; and ● Deliver profitable growth within a disciplined financial framework.
• newWe believe:
• changedWebelieve:● Our employees’ knowledge of our customers and their applications and our technology are key factors that contribute to the success of makeour long-term business strategy. strategywork.
• changedAs shown in the charts below, 92% of the CEO’s target compensation, and approximately 82% of the other NEOs’ target compensation, was compensation at-risk in fiscal 2025: 2024:
• changedCEO 2025 2024OTHER NEOs 2025 2024
• changed36 ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 41
• changedJUNE ORJULYAUGUST OR SEPTEMBER OCTOBER OR NOVEMBER DECEMBER Review market trends and practices.
• changedFinalize annual compensation decisions: basepayforthecomingyear,ICP payout for the performance period just ending, base pay for the coming year, ICP targets setfor next fiscal year, and targetLTI awards for the performance period just beginning.
• changedThe Committee may deviate from this timing to make compensation changes regarding executives who are promoted or hired during the year or to respond to other events unusualconditionsthat require decisions on a different timetable.
• changedThe Committee engaged Willis Towers Watson, an executive compensation consulting firm, as its independent compensation consultant during 2025. 2024.
• changedDuring fiscal 2025, 2024,Willis Towers Watson was paid approximately $135,000 $190,000for executive compensation advice, other services to the Committee, director compensation advice, and other services to the Board Composition and Corporate Governance Committee.
• changedDuring such time, Willis Towers Watson was also paid approximately $3,005,000, $2,985,000,of which $2,575,000, $2,620,000,or 86%, 88%,was for core actuarial services and $430,000, $365,000,or 14%, 12%,was for other human resources services to the Company and its benefit plans.
• changedThe engagements for these other services were recommended by the management team and approved by the Committee.
• changed42ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 37
• newFollowing an annual review of our Compensation Peer Group, led by Willis Towers Watson, the Committee removed VMware from the peer group as it was acquired by Broadcom.
• newNo other changes to the peer group were made.
• changedOur fiscal 2025 2024Compensation Peer Group included the following 18 19companies:
• changed2025 2024COMPENSATION PEER GROUP AMETEK, Inc. Amphenol Corporation Autodesk Corning Incorporated Dover Corporation Eaton Corporation plc Emerson Electric Co. Fortive Corporation Intuit Inc. Keysight Technologies, Inc. NetApp, Inc. Palo Alto Networks Parker-Hannifin Corporation Seagate Technology, PLC Synopsys, Inc. TE Connectivity Trimble Inc.VMware,Inc. Zebra Technologies Corporation Peer Group Selection Criteria ● Revenue (approximately .5 to 2.0 times our revenue) ● Industry business focus: ● Industrial machinery, ● Electrical components and manufacturing services, and ● Technology hardware and software ● Market capitalization reviewed and considered Percentile Positioning Relative to Peers 58th 48thREVENUE 40th 45thMARKET CAPITALIZATION
• changedThis custom benchmarking includes specific industry sectors that best represent our labor market, size-adjusted based on revenue to yield an index of approximately 200 250companies.
• changedAs part of our compensation review process, the management team presents to the Committee conductsa total compensation review or “Tally Sheet”.
• changed38 ROCKWELL AUTOMATION | FY2026 FY2025PROXY STATEMENT 43
• changedFISCAL 2025 2024COMPENSATION DECISIONS
• newThe Committee reviews base salaries for our officers on an annual basis, as well as at time of hire, promotion, or other change of responsibilities.
• newIn determining our NEOs’ base salaries, the Committee considers:
• new● Our Peer Groups’ benchmarks and external market factors; ● Our performance and each NEO’s performance compared to operating and leadership objectives; ● Scope of role, experience, skills, and internal equity among the NEOs; and ● Salary increase plans for other employees.
• newThere were no salary changes for our NEOs during fiscal 2025 consistent with our focus on cost reduction and margin expansion actions that began in fiscal 2024.
• newName 2024 Year-End Base Salary ($) 2025 Year-End Base Salary ($) % Change Blake D.
• newMoret 1,210,456 1,210,456 —% Christian E.
• newRothe 800,000 800,000 —% Matthew W.
• newFordenwalt 600,000 600,000 —% Scott A.
• newGenereux 644,280 644,280 —% Rebecca W.
• newHouse 663,624 663,624 —%
• changedAt the start of each fiscal year, or upon hire or promotion, hire,we establish for each executive an annual incentive compensation target equal to a percentage of the individual’s base salary effective as of the fiscal year-end period.
• changedThe table below summarizes the fiscal 2025 2024annual targets for our NEOs eligible for fiscal 2025 2024ICP awards which can range from zero to 200% of target incentive, in line with our pay for performance orientation.
• newMoret 150% Christian E.
• newRothe 100% Matthew W.
• newFordenwalt 80% Scott A.
• newHouse 80%
• changed2025 2024ICP MEASURES AND GOALS
• changedThe Committee annually reviews the compensation measures and weightings and our fiscal 2025 2024ICP was designed to reward our executives for achieving the Company’s financial goals.
• changedThe following table indicates the fiscal 2025 2024ICP financial measures and weightings for assessment of Company-wide financial performance for all the NEOs:
• new2025 ICP COMPONENTS/WEIGHTING

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