Ralliant Corp
For the period ended Jun 5, 2026. Filed Apr 23, 2026.
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Jun 5, 2026 · Filed Apr 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Ralliant Corporation
(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
Our Precision Technologies
Create Confidence...
We deliver instruments and sensors and safety
systems for applications where accuracy,
reliability, and safety matter
Precision creates confidence for the innovators,
scientists, and engineers we empower
Customers designing mission-critical systems
in demanding environments like utilities,
aerospace, defense, electronics, and industrial
manufacturing
Ourpeople-first culture, precision expertise,
and the Ralliant Business System together drive
growth and productivity
| 2026 Proxy Statement | 1 |
Message from Our Independent
Board Chair and Chief Executive
Officer
Dear Fellow Stockholders,
On behalf of the Ralliant Board of Directors and management team, we are pleased to invite you to our inaugural Annual
Meeting of Stockholders to be held virtually on Friday, June 5, 2026.
Less than a year ago, Ralliant became an independent, publicly traded company following our separation from Fortive. In this
new chapter for Ralliant, we have a strong foundation as a premier global precision technologies company with over $2 billion
in revenue and 90,000 customers worldwide in 2025. Thanks to our dedicated team, we are confident in our path forward to
deliver growth and long-term value creation for our stockholders.
Operating as a Standalone Company: Focused Execution and Measurable Progress
Ralliant operates through two segments: Sensors & Safety Systems and Test & Measurement—empowering engineers with the
precision technologies essential for breakthrough innovation in an electrified and digital world. Our Sensors & Safety Systems
segment provides high-precision sensing, monitoring, and safety solutions for mission-critical applications across defense and
space, utilities, industrial manufacturing, and other critical environments where uptime, accuracy, and reliability are essential.
Our Test & Measurement segment delivers precision instruments, analysis software, and life cycle services used by engineers
across diversified electronics, communications, and semiconductors. Our Test & Measurement solutions support customers at
the leading edge of technology, including AI data centers and defense applications. All of the businesses in our segments are
powered by the Ralliant Business System, our operating framework that translates strategy into execution through a disciplined
operating cadence, standardized performance metrics, and continuous improvement tools.
As a standalone public company, we are focused on executing against three strategic pillars: capturing secular momentum in
our winning growth vectors, enhancing customer lifetime value in our stronghold positions, and embedding the Ralliant
Business System across the enterprise.
Key milestones from this year include:
Generated strong operating and free cash flow*, with free cash flow conversion* exceeding our long‑term target;
Established a clear capital allocation framework that prioritizes both investment in the business and return of capital to
stockholders through dividends and stock repurchases;
Gained clarity on post-spin cost structure and launched a targeted cost savings program;
Strengthened customer partnerships across our core end markets; and
Pursued secular growth opportunities in utilities, defense and space, and power electronics.
Board Oversight, Accountability, and Investor Engagement
The Board has worked closely with management to oversee the establishment of Ralliant’s operating and governance
framework, review and refine financial targets, and evaluate capital deployment opportunities.
Ralliant’s nine-member Board, led by an independent Chair, is composed of global leaders and innovators who provide robust
oversight of the Company’s strategy and risk management. Directors were deliberately selected for their expertise in our key
industries as well as experience driving technological transformations, overseeing financial reporting, deploying artificial
intelligence (“AI”), and advancing growth initiatives.
- Free cash flow and free cash flow conversion are non-GAAP financial measures. See “Appendix- Non-GAAP Financial Measures” for
additional information.
We recognize the importance of meaningful stockholder engagement to discuss our business and garner feedback on how we
can best support sustainable value creation. This year, we initiated Ralliant’s inaugural governance-focused engagement
program and met with stockholders representing approximately 42% of our outstanding shares. These discussions covered
topics including our governance structure, executive compensation, and strategic priorities, and these perspectives are shared
with the Nominating and Governance Committee and the Board for consideration. In addition, since May 2025, management
has met with stockholders representing over 70% of shares outstanding and presented at seven conferences to help investors
gain better insight into our growth strategy and financial performance. We value engaging with our stockholders and are
committed to continuing this dialogue.
Looking Ahead
Ralliant is well positioned with a clear strategy, a disciplined operating model, and an engaged Board and management team
aligned around execution and accountability. We remain focused on driving profitable growth, expanding margins, and
deploying capital in a manner that balances reinvestment with returns to stockholders. We are more energized and excited than
ever to deliver—for our customers, our employees, and our stockholders.
We encourage you to review this Proxy Statement and ask for your support on the voting items presented at our
Annual Meeting.
| Ganesh MoorthyIndependent Board Chair | Tami NewcombePresident and Chief Executive Officer |
| 2026 Proxy Statement | 3 |
Notice of 2026 Annual
Meeting of Stockholders
| Date and TimeFriday, June 5, 2026at 12:00 p.m. ET | LocationLive audio webcast at:virtualshareholdermeeting.com/RAL2026 | Who Can VoteStockholders of record as of the close of business on April 9, 2026 are entitled to vote |
We welcome and encourage you to attend Ralliant Corporation’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be
conducted exclusively online through a live audio webcast. For more information on attending the online-only meeting,
please see page 74.
Voting Matters and Board Recommendations
At our Annual Meeting you will be asked to:
| 1 | 2 | 3 | 4 |
| Elect threeClass I directors for a three-year term “FOR” each director nominee | Vote on an advisory proposal to approve Ralliant’s named executive officer compensation in fiscal 2025 “FOR” | Vote on an advisory proposal on the frequency of future advisory votes to approve Ralliant’s named executive officer compensation For “1 YEAR” | Ratify the appointment of Ernst & Young LLP as Ralliant’s independent registered public accounting firm (“independent auditor”) for fiscal 2026 “FOR” |
|---|---|---|---|
| See page 9 | See page 39 | See page 40 | See page 69 |
Stockholders will consider and act upon the four proposals noted above and any other matters that may properly come before the Annual
Meeting.
How To Vote
Your vote is important. Please vote your proxy at your earliest convenience to ensure that your shares are represented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance by one of the methods
described below. See “Meeting Information” beginning on page 74 for additional information on how to access the Annual Meeting and vote
your shares.
| InternetAt the website listed on the Notice of Internet Availability, proxy form, or voting instruction form you received | TelephoneCall the telephone number provided on the proxy form or voting instruction form you received | MailMark, date, and sign your proxy form or voting instruction form and return it in the accompanying postage prepaid envelope |
Sincerely,
Jonathon Boatman
Senior Vice President–Chief Legal and Government
Affairs Officer and Corporate Secretary
April 23, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2026:The 2026 Proxy Statement and 2025 Annual Report to Stockholders are available at www.proxyvote.com. We mailed a Notice of Internet Availability of Proxy Materials to our stockholders on or about April 23, 2026.
Table of Contents
| Message from Our Independent Board Chair and Chief Executive Officer | 1 | |
|---|---|---|
| Notice of 2026 Annual Meeting of Stockholders | 3 | |
| Ralliant 2025 Highlights | 5 | |
| Proxy Summary | 6 | |
| Board of Directors | 6 | |
| Board Snapshot | 7 | |
| Governance Highlights | 7 | |
| Compensation Highlights | 8 | |
| Proposal 1: Election of Class I Directors for a Three-Year Term | 9 | |
| Proposal Summary | 9 | |
| Classified Board and Phase-Out | 10 | |
| Board Composition | 11 | |
| Nomination Process | 11 | |
| Director Skills and Qualifications | 13 | |
| Director Biographies | 14 | |
| Corporate Governance | 23 | |
| Board Leadership Structure | 23 | |
| Board Committees | 24 | |
| Meeting Attendance and Executive Sessions | 27 | |
| Annual Board and Committee Self-Evaluations | 27 | |
| Director Orientation and Education | 28 | |
| Key Areas of Board Oversight | 28 | |
| Investor Engagement | 31 | |
| Other Governance Matters | 32 | |
| Certain Relationships and Related Person Transactions | 33 | |
| Policy and Procedures | 33 | |
| Agreements with Fortive | 33 | |
| Director Compensation | 37 | |
| Director Compensation Policy | 37 | |
| Fiscal 2025 Director Compensation | 38 | |
| Director Stock Ownership Guidelines | 38 |
| Proposal 2: Advisory Vote to Approve Ralliant’s Named Executive Officer Compensation in Fiscal 2025 | 39 | |
| Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Ralliant’s Named Executive Officer Compensation | 40 | |
| Executive Compensation | 41 | |
|---|---|---|
| Compensation Discussion and Analysis | 41 | |
| Compensation Committee Report | 55 | |
| Executive Compensation Tables | 56 | |
| Equity Compensation Plan Information | 64 | |
| Pay versus Performance | 65 | |
| Compensation Committee Interlocks and Insider Participation | 68 | |
| Proposal 4: Ratification of the Appointment of Ernst & Young LLP as Ralliant’s Independent Auditor for Fiscal 2026 | 69 | |
| Independent Auditor Fees | 69 | |
| Audit Committee Pre-Approval of Services of Independent Auditor | 70 | |
| Audit Committee Report | 70 | |
| Security Ownership of Certain Beneficial Owners | 71 | |
| Submitting 2027 Stockholder Proposals | 73 | |
| Voting and Meeting Information | 74 | |
| Voting Standards and Board Recommendations | 74 | |
| Meeting Information | 74 | |
| Voting Information | 75 | |
| Other Matters | 77 | |
| Appendix - Non-GAAP Financial Measures | 78 |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Proxy Statement are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than
historical factual information are forward-looking statements. Terminology such as “aim,” “anticipate,” “believe,” “expect,” “plan,” “intend,” “will,” “should,” “could,”
“would,” “may,” “strategy,” “goal,” “target,” “potential,” “opportunity,” “outlook,” “position,” “potential,” “seek,” and similar references to future periods are intended to
identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements involve, among other
things, expectations, projections, and assumptions about future financial performance and results, management’s plans, strategies, and priorities for future operations
and growth, stockholder value (including the payment of dividends and stock repurchases), the effects of the separation from Fortive on Ralliant, our executive
compensation program, future Board practices, and our sustainability strategy. Such statements are subject to a number of risks and uncertainties, including but not
limited to the risks and uncertainties described in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, as may be updated from time to time in our
Quarterly Reports on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are not
guarantees of future performance and actual results may differ materially from the results, developments, and business decisions contemplated by these forward-
looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date
they are made, and Ralliant assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, and
developments or otherwise. Inclusion of information in this Proxy Statement is not an indication that the subject or information is material to our business or operating
results, or to an investment decision regarding our securities. Website references throughout this Proxy Statement are provided for convenience only, and the content
on the referenced websites is not incorporated by reference into this Proxy Statement.
| 2026 Proxy Statement | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.