Emerson Electric

As previously disclosed in a Current Report on Form 8-K filed on February 1, 2021, as amended by a Current Report on Form 8-K/A filed on February 5, 2021, Surendralal (Lal) L. Karsanbhai has become Chief Executive Officer and a Director of Emerson Electric Co. (the “Company”), succeeding David N. Farr, effective February 5, 2021. Subsequent to those filings, on February 8, 2021, the Company granted to Mr. Karsanbhai an additional award of 50,000 shares of restricted stock in connection with his appointment as Chief Executive Officer of the Company. The restricted shares were issued under the Company’s 2015 Incentive Shares Plan and cliff vest 10 years from the date of grant . For additional information on these compensation arrangements, please see “Executive Compensation” in the Company’s annual proxy statement.

As previously disclosed in a Current Report on Form 8-K filed on February 1, 2021 (the “8-K”), Surendralal (Lal) L. Karsanbhai has become Chief Executive Officer and a Director of Emerson Electric Co. (the “Company”), succeeding David N. Farr, effective February 5, 2021. Subsequent to the filing of the 8-K, the Company approved certain compensation changes for Mr. Karsanbhai in connection with his appointment as Chief Executive Officer of the Company. Mr. Kasanbhai’s salary has been increased to $1.2 million. His bonus opportunity will increase, consistent with the mix of total compensation described in the Company’s annual proxy statement under “Executive Compensation-Fiscal 2020 Annual Total Compensation Mix”. In addition, Mr.

On January 27, 2021, David N. Farr indicated that he would retire as Chief Executive Officer of Emerson Electric Co. (the “Company”), effective February 5, 2021. In addition, the Company requested that Mr. Farr, and Mr. Farr has agreed to, continue as a Director and as non-executive Chairman of the Board through May 4, 2021. Also on January 27, 2021, the Company appointed Surendralal (Lal) L. Karsanbhai as the next Chief Executive Officer of the Company and has elected him as a Director, both effective as of February 5, 2021. Mr. Karsanbhai, 51, has been Executive President of Automation Solutions since October 2018. Previously, Mr. Karsanbhai was Group President - Measurement & Analytical from 2016 through September 2018, and President Emerson Network Power Europe, Middle East and Africa from 2014 through 2016. Mr.

(d) On October 6, 2020, the Board of Directors of Emerson Electric Co. (the “Company”) elected William H. Easter III, former Chairman, President and Chief Executive Officer of DCP Midstream, LLC (“DCP”), as a Director of the Company. Mr. Easter was the Chairman, President and Chief Executive Officer of DCP, one of the largest midstream petroleum service companies in the country, from 2004 until his retirement in 2008. Mr. Easter also worked for ConocoPhillips for more than 30 years, where he held senior leadership, operations, and government affairs roles both domestically and internationally. Mr. Easter is currently a director of Concho Resources Inc., Delta Airlines Inc., and Grupo Aeroméxico, S.A.B. de C.V. He previously served as a director of Baker Hughes, Inc. from June 2014 until July 2017. He is also the Chairman of the Board of the Memorial Hermann Hospital System in Houston.

On September 1, 2020, Emerson Electric Co. (the “Company”) and Robert T. Sharp entered into a letter agreement dated August 12, 2020 (the “Letter Agreement”) in connection with his separation from the Company, effective September 30, 2020 (the “Separation Date”). Under the Letter Agreement, Mr. Sharp will receive salary continuation payments at his current base salary rate and certain health and welfare benefits until the earlier of June 30, 2021 or the date on which he commences other employment. He will also continue to receive his Company automobile and club benefits through his salary continuation period. Mr. Sharp will remain eligible to receive his fiscal 2020 annual bonus based on the Company’s financial performance for fiscal 2020. As permitted under the Company’s 2015 Incentive Shares Plan, Mr.

On August 12, 2020, Robert T. Sharp stepped down from his role as Executive President Commercial & Residential Solutions of Emerson Electric Co. (the “Company”). Mr. Sharp’s employment with the Company will end after an appropriate transition period.

(d) On November 4, 2019, the Board of Directors of Emerson Electric Co. (the “Company”) elected Mark A. Blinn, former Chief Executive Officer and President of Flowserve Corp. (“Flowserve”), as a Director of the Company. Mr. Blinn, 57, was the President and Chief Executive Officer and a director of Flowserve, a leading provider of fluid motion and control products and services for the global infrastructure markets, from 2009 until his retirement in 2017. Mr. Blinn currently serves as the lead independent director of Texas Instruments, a global semiconductor design and manufacturing company, as a director of Leggett & Platt Incorporated, a designer and manufacturer of engineered components and products for homes and automobiles, and as a director of Kraton Corporation, a leading global producer of polymers for a wide range of applications. Mr. Blinn holds B.S., J.D.

(d) On June 4, 2019, the Board of Directors of Emerson Electric Co. (the “Company”) elected Martin S. Craighead, former Vice Chairman of Baker Hughes, a GE Company, as a Director of the Company. Mr. Craighead was Chairman and Chief Executive Officer of Baker Hughes from 2013 to 2017. He will stand for election at the Company’s 2020 Annual Meeting of Shareholders. Mr. Craighead was also appointed to serve as a member of the Compensation Committee and the Corporate Governance and Nominating Committee. Mr. Craighead will receive an award of restricted stock, representing a $100,000 pro rata award of the $150,000 restricted stock portion of the annual retainer previously paid to all non-management directors. Going forward, Mr. Craighead will be compensated on the same basis as all other non-management Directors of the Company.

As previously reported, on October 1, 2018, Edward L. Monser retired as President from Emerson Electric Co. (the “Company”). On October 2, 2018, the Company and Mr. Monser entered into a letter agreement in connection with his retirement. The letter agreement is summarized below and attached hereto as exhibit 10.1. Under the letter agreement, Mr. Monser agrees, among other things: (i) not to compete with, or solicit to hire the employees of, the Company or any of its affiliates during a period of five years from his date of retirement; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existing non-compete, invention, non-disclosure and non-solicitation obligations he has to the Company and (iv) comply with non-disparagement obligations. Mr.

(d) On October 2, 2018, the Board of Directors of Emerson Electric Co. (the “Company”) elected Lori Lee, Chief Executive Officer AT&T Latin America and Global Marketing Officer for AT&T, Inc., as a Director of the Company. She will stand for election at the Company’s 2019 Annual Meeting of Shareholders. Ms. Lee was also appointed to serve as a member of the Audit Committee and the Finance Committee. Ms. Lee will receive an award of 600 shares of restricted stock, representing a $46,667 pro rata award of the $140,000 restricted stock portion of the annual retainer previously paid to all non-management directors. Going forward, Ms. Lee will be compensated on the same basis as all other non-management Directors of the Company. Compensation for non-management directors is described each year in the Company’s Proxy Statement under “Director Compensation”.

On August 13, 2018, Edward L. Monser indicated that he would retire as President of Emerson Electric Co. (the “Company”), effective October 1, 2018. Also on August 13, 2018, the Company determined that upon Mr. Monser’s retirement, Michael H. Train, [55], the Company’s current Executive President of Automation Solutions, will succeed Mr. Monser and be named as the Company’s President. Mr. Train’s replacement at Automation Solutions will be named later. Mr. Train will serve as Chairman of that platform. Mr. Train has been with Emerson for 27 years and has served as Executive President of Automation Solutions since October 2016. Prior to that, Mr. Train was Executive Vice President—Automation Solutions from May 2016 through October 2016 and President of Global Sales for Emerson Process Management from 2010 through May 2016. A copy of a press release dated August 14, 2018 announcing Mr.

J. W. Prueher retired from the Board of Directors effective as of the election of Directors at the Company’s Annual Meeting of Shareholders on February 6, 2018 (the “Annual Meeting”). Mr. Prueher did not stand for re-election at the Annual Meeting in accordance with the requirement in the Company's Bylaws that an individual may not stand for election or re-election as a Director after the age of 72.

This notice is being provided by Emerson Electric Co. (the “Company”) regarding the transition of its Chief Accounting Officer role. On January 10, 2018, Richard J. Schlueter informed the Company that he would retire from the Company, effective March 31, 2018. In order to provide an orderly transition, the Company and Mr. Schlueter determined that he would resign as Chief Accounting Officer of the Company effective February 6, 2018 (the “Resignation Date”), in connection with the Company’s regular annual appointment of Company officers. The Company determined that upon Mr. Schlueter’s resignation as Chief Accounting Officer on February 6, 2018, Mr. Michael J. Baughman, 52, will succeed Mr. Schlueter and be appointed as the Company’s new Chief Accounting Officer. Mr. Baughman was appointed Vice President and Controller of the Company in October 2017. Prior to that Mr.

On December 15, 2017, Randall Stephenson resigned from the Board of Directors of Emerson. Mr. Stephenson informed the Company that the coming year will be an extremely busy one for him as Chairman and CEO of AT&T Inc., as AT&T works to litigate, close and integrate its acquisition of Time Warner Inc. Because of this and the time required to effectively serve on the Emerson Board, Mr. Stephenson felt it was best to make room for someone with sufficient time to devote to the position. Mr. Stephenson’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Emerson’s management team and the Board of Directors would like to extend their thanks to Mr. Stephenson for his 11 years of loyal service to the Board, including his most recent role as Lead Independent Director.

On November 7, 2017, Emerson Electric Co. (the “Company”) and Edgar M. Purvis, Jr., Executive Vice President and Chief Operating Officer, agreed he will be retiring from the Company effective December 31, 2017 (the “Retirement Date”). On November 8, 2017, the Company and Mr. Purvis entered into a letter agreement in connection with his retirement. Under the letter agreement, Mr. Purvis agrees, among other things: (i) not to compete with, or solicit to hire the employees of, the Company or any of its affiliates during a period of five years from his date of resignation; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existing non-compete, invention, non-disclosure and non-solicitation obligations he has to the Company and (iv) comply with non-disparagement obligations. Mr.

(b) On May 16, 2017, William R. Johnson notified Emerson Electric Co. that, for personal reasons, he was resigning as a member of the Emerson Board, effective immediately.

(d) On May 2, 2017, the Board of Directors of Emerson Electric Co. (the "Company") elected Gloria A. Flach, Corporate Vice President and Chief Operating Officer of Northrop Grumman Corporation, as a Director of the Company. She will stand for election at the Company's 2018 Annual Meeting of Stockholders. Ms. Flach was also appointed to serve as a member of the Compensation Committee and the Finance Committee. Ms. Flach will be compensated on the same basis as all other non-management Directors of the Company, as described under "Director Compensation" in the Company's Proxy Statement for its 2017 Annual Meeting of Stockholders. This includes an award of 1,810 shares of restricted stock, representing a $105,000 pro rata award of the $140,000 restricted stock portion of the annual retainer payable to all non-management directors. A copy of the May 2, 2017 press release announcing Ms.

Director or officer change (Item 5.02). Open the filing for details.