Rockwell Automation Eyes Double-Digit Growth, $2B AI Investment

Ticker: ROK · Form: DEF 14A · Filed: Dec 22, 2025 · CIK: 1024478

Sentiment: mixed

Topics: Industrial Automation, Digital Transformation, Artificial Intelligence, Capital Goods, Shareowner Value, Corporate Governance, Executive Compensation

Related Tickers: ROK, MSFT, PPG, IBM

TL;DR

**ROK is doubling down on AI and U.S. manufacturing, signaling strong future growth despite recent underperformance in TSR; buy the dip for long-term gains.**

AI Summary

Rockwell Automation, Inc. (ROK) is strategically positioned for sustained market-leading growth and profitability in fiscal year 2026 and beyond, building on a successful 2025 that saw a return to year-over-year growth and market-beating financial performance. The company's long-term growth framework, introduced in November 2023, focuses on faster secular growth, market share expansion, profitable Annual Recurring Revenue (ARR) growth, and strategic acquisitions. ROK expects new capacity orders to grow strong double digits in fiscal year 2026, significantly higher than 2024. The company is investing $2 billion over the next five years to modernize infrastructure, grow talent, and enhance digital capabilities, primarily benefiting the U.S. In fiscal 2025, Rockwell's annual incentive plan participants, including Named Executive Officers (NEOs), earned a 95.7% payout due to strong financial and strategic goal performance, including exceeding productivity targets. However, Total Shareowner Return (TSR) for the period October 1, 2022, through September 30, 2025, was at the 35th percentile of its comparator group, resulting in only 70% of target performance shares being earned for that period. The company is also leveraging AI in design tools, control systems, mobile robots, and information management software, with internal AI applications already generating thousands of lines of code to enhance productivity and achieve substantial longer-term savings.

Why It Matters

Rockwell Automation's strategic focus on organic growth, coupled with a significant $2 billion investment in modernization and AI, signals a strong commitment to maintaining its leadership in industrial automation. This could translate to enhanced long-term value for investors through expanded margins and improved free cash flow. For employees, the investment in talent and digital infrastructure suggests job growth and skill development opportunities, particularly in the U.S. Customers stand to benefit from more advanced, AI-driven automation solutions, potentially increasing their operational efficiency. In a competitive landscape where digital transformation is paramount, Rockwell's aggressive stance on AI and U.S. manufacturing investment positions it to outpace rivals and capture a larger share of the evolving industrial market.

Risk Assessment

Risk Level: medium — While Rockwell Automation projects strong double-digit growth in new capacity orders for fiscal year 2026 and is investing $2 billion, its Total Shareowner Return (TSR) for the period October 1, 2022, through September 30, 2025, was only at the 35th percentile of its comparator group, leading to only 70% of target performance shares being earned. This indicates that past performance has not consistently met top-tier expectations, and future growth projections, while optimistic, carry execution risk.

Analyst Insight

Investors should closely monitor Rockwell Automation's execution of its $2 billion investment in infrastructure and AI, particularly its impact on operating margins and free cash flow conversion. The projected strong double-digit growth in new capacity orders for fiscal 2026 is a key metric to watch, as sustained delivery on these targets will be crucial for validating the company's optimistic outlook and justifying its valuation.

Key Numbers

Key Players & Entities

FAQ

What is Rockwell Automation's strategic outlook for fiscal year 2026?

Rockwell Automation is positioned for sustained market-leading growth and profitability in fiscal year 2026, building on a successful 2025. The company expects new capacity orders to grow strong double digits in fiscal year 2026, significantly higher than 2024, driven by investments in advanced manufacturing.

How is Rockwell Automation leveraging artificial intelligence?

Rockwell Automation is integrating AI into its design tools, control systems, mobile robots, and information management software to simplify the transition from automation to autonomy for customers. Internally, AI is generating thousands of lines of code, enhancing productivity for software engineers and re-architecting processes for substantial longer-term savings.

What is Rockwell Automation's investment plan for the next five years?

Rockwell Automation recently announced a $2 billion investment over the next five years. This capital will be used to modernize infrastructure, grow talent, and enhance its digital infrastructure, with the U.S. being the primary beneficiary of these initiatives.

How did Rockwell Automation's executive compensation perform in fiscal 2025?

For fiscal 2025, participants in Rockwell Automation's annual incentive plan, including Named Executive Officers (NEOs), earned an annual incentive payout of 95.7%. This reflects strong performance against financial targets and strategic goals, including exceeding productivity targets and mitigating tariff impacts on Adjusted EPS.

What was Rockwell Automation's Total Shareowner Return (TSR) performance?

Rockwell Automation's Total Shareowner Return (TSR) for the period October 1, 2022, through September 30, 2025, was at the 35th percentile of its comparator group, which includes S&P 500 Selected GICS Groups. This performance resulted in 70% of target performance shares granted on December 9, 2022, being earned.

Who is the Chairman, President, and CEO of Rockwell Automation?

Blake D. Moret serves as the Chairman, President, and Chief Executive Officer of Rockwell Automation, Inc. He emphasized the company's strong positioning for sustained market-leading growth and profitability in his message to shareowners.

What are the key proposals for the Rockwell Automation 2026 Annual Meeting?

The key proposals for the February 10, 2026, Annual Meeting include the election of three director nominees, an advisory vote to approve executive compensation, approval of Deloitte & Touche LLP as the independent auditor for fiscal year 2026, and approval of the 2026 Long-Term Incentives Plan.

What is the composition of Rockwell Automation's Board of Directors?

Rockwell Automation's Board of Directors consists of 11 members, with 10 being independent. The Board features a balanced director tenure, with 5 directors having 6 years or less of service, and a balanced director age, with 5 directors who are 60 years old or younger, ensuring diverse perspectives and regular refreshment.

How does Rockwell Automation ensure strong corporate governance?

Rockwell Automation maintains strong corporate governance through practices such as 10 of 11 independent Board members, a Lead Independent Director, fully independent committees, director term limits, mandatory retirement policies, annual Board evaluations, and stock ownership requirements for officers and directors.

What is the significance of Rockwell Automation's focus on U.S. manufacturing?

Rockwell Automation highlights the strategic importance of investing in advanced manufacturing capabilities and capacity in high-cost countries like the United States. As the most widely used technology in U.S. manufacturing, additional investment in American manufacturing naturally accrues at a greater rate to Rockwell, bolstering its market position and order flow.

Filing Stats: 4,409 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2025-12-22 16:01:46

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 4 CORPORATE GOVERNANCE 6 LEAD INDEPENDENT DIRECTOR LETTER 6 BOARD'S ROLE AND RESPONSIBILITIES 7 SHAREOWNER ENGAGEMENT 10 COMMUNICATIONS TO THE BOARD AND OMBUDS 11 BOARD STRUCTURE 12 INDEPENDENT DIRECTOR SESSIONS 13 BOARD MEETINGS AND COMMITTEES 14 BOARD PROCESSES 16 RELATED PERSON TRANSACTIONS 17 CORPORATE GOVERNANCE DOCUMENTS 18 ELECTION OF DIRECTORS 19 BOARD OF DIRECTORS 19 ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS 23 DIRECTOR COMPENSATION 29 ANNUAL DIRECTOR COMPENSATION 29 DIRECTOR STOCK OWNERSHIP REQUIREMENT 30 DIRECTOR COMPENSATION TABLE 31 COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 ITEM 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 32 COMPENSATION DISCUSSION AND ANALYSIS 33 SUMMARY COMPENSATION TABLE 45 GRANTS OF PLAN-BASED AWARDS TABLE 47 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 49 OPTION EXERCISES AND STOCK VESTED TABLE 50 PENSION BENEFITS TABLE 51 NON-QUALIFIED DEFERRED COMPENSATION 53 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 55 RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE 58 PAY VERSUS PERFORMANCE 59 AUDIT MATTERS 64 ITEM 3. PROPOSAL TO APPROVE THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 64 AUDIT COMMITTEE REPORT 66 2026 LONG-TERM INCENTIVES PLAN 67 ITEM 4. APPROVAL OF OUR 2026 LONG-TERM INCENTIVES PLAN 67 STOCK OWNERSHIP INFORMATION 74 74 DELINQUENT SECTION 16(A) REPORTS 75 OTHER INFORMATION 76 SUPPLEMENTAL FINANCIAL INFORMATION 76 GENERAL INFORMATION ABOUT THE MEETING AND VOTING 81 DISTRIBUTION AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS 81 SHAREOWNERS SHARING THE SAME ADDRESS 81 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 82 EXPENSES OF SOLICITATION 84 ANNUAL REPORT 85 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 10, 2026 86 APPENDIX A 88 Table of Contents NOTICE OF 2026 ANNUAL MEETING OF SHAREOWNERS NOTICE OF 2026 ANNUAL MEETING OF SHAREOWNERS DATE AND TIME: Tuesday, February 10, 2026 5:30 p.m. CST LOCATION: Rockwell Automation Global Headquarters 1201 South Second Street Milwaukee, Wisconsin 53204 RECORD DATE: December 15, 2025 TO THE SHAREOWNERS OF ROCKWELL AUTOMATION, INC. You are cordially invited to attend our 2026 Annual Meeting of Shareowners on Tuesday, February 10, 2026, at 5:30 p.m. (Central Standard Time). This meeting will be held at our Global Headqu

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 2 Advisory vote to approve the compensation of our named executive officers The Board recommends a vote FOR this proposal. See page 32

EXECUTIVE COMPENSATION

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: Type Element Link to Shareowner Value Key Features Base Salary Provide market competitive cash compensation to attract and retain the best executive talent. Merit increases are reviewed annually, generally effective in January. Competitive pay based on market median, scope, experience, individual performance, and internal alignment. Annual Incentive Promote, incentivize, and reward achievement of key strategic and financial performance measures. NEO target award based on scope of role and responsibilities, market median, experience, individual performance, and internal alignment. 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. Actual payouts can range from zero to 200% of target incentive. Long-term Incentives Performance Shares (40%) Align interests of executives with those of our shareowners by motivating and rewarding achievement of shareowner value. 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). Actual payouts can range from zero to 200% of target incentive. Stock Options (3

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION The performance metrics included within our incentive plans are aligned with shareowner interests with a strong focus on profitability, growth, cash generation, and strategic goals that deliver shareowner value. Rockwell Automation has a long-standing and strong orientation toward pay for performance in its executive compensation program. We maintain this orientation throughout economic cycles that may cause fluctuation in our operating results and compensation outcomes. The fiscal 2025 compensation of our NEOs, as explained in the Fiscal 2025 Compensation Decisions section below, aligns with our annual and long-term performance and shareowners' interests including: No change in base salary for our NEOs during fiscal 2025 consistent with our focus on cost reduction and margin expansion actions that began in 2024. 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 goals. This includes exceeding our productivity target for the full fiscal year and mitigating the impact of tariffs on Adjusted EPS. 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. 3 Vote to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026 The Board recommends a vote FOR this proposal. See page 64 4 Approval of our 2026 Long-Term Incentives Plan The Board recommends a vote FOR this proposal. See page 67 We ask our shareowners to approve our 2026 Long-Term Incentives Plan, which was approved by our Board on October 30, 2025, subject to approval of our shareowners. The complete text of the 2026 Plan is set forth in Appendix A to this proxy statement. Our principal reason for adopting the pl

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing