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Ralliant Corp

For the period ended Jun 5, 2026. Filed Apr 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2026 · Filed Apr 23, 2026

RAL$67.68+7.7%Stored close · as of Nov 6, 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 Statement1

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 ChairTami NewcombePresident and Chief Executive Officer
2026 Proxy Statement3

Notice of 2026 Annual

Meeting of Stockholders

Date and TimeFriday, June 5, 2026at 12:00 p.m. ETLocationLive audio webcast at:virtualshareholdermeeting.com/RAL2026Who 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:

1234
Elect threeClass I directors for a three-year term “FOR” each director nomineeVote 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 9See page 39See page 40See 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 receivedTelephoneCall the telephone number provided on the proxy form or voting instruction form you receivedMailMark, 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 Officer1
Notice of 2026 Annual Meeting of Stockholders3
Ralliant 2025 Highlights5
Proxy Summary6
Board of Directors6
Board Snapshot7
Governance Highlights7
Compensation Highlights8
Proposal 1: Election of Class I Directors for a Three-Year Term9
Proposal Summary9
Classified Board and Phase-Out10
Board Composition11
Nomination Process11
Director Skills and Qualifications13
Director Biographies14
Corporate Governance23
Board Leadership Structure23
Board Committees24
Meeting Attendance and Executive Sessions27
Annual Board and Committee Self-Evaluations27
Director Orientation and Education28
Key Areas of Board Oversight28
Investor Engagement31
Other Governance Matters32
Certain Relationships and Related Person Transactions33
Policy and Procedures33
Agreements with Fortive33
Director Compensation37
Director Compensation Policy37
Fiscal 2025 Director Compensation38
Director Stock Ownership Guidelines38
Proposal 2: Advisory Vote to Approve Ralliant’s Named Executive Officer Compensation in Fiscal 202539
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Ralliant’s Named Executive Officer Compensation40
Executive Compensation41
Compensation Discussion and Analysis41
Compensation Committee Report55
Executive Compensation Tables56
Equity Compensation Plan Information64
Pay versus Performance65
Compensation Committee Interlocks and Insider Participation68
Proposal 4: Ratification of the Appointment of Ernst & Young LLP as Ralliant’s Independent Auditor for Fiscal 202669
Independent Auditor Fees69
Audit Committee Pre-Approval of Services of Independent Auditor70
Audit Committee Report70
Security Ownership of Certain Beneficial Owners71
Submitting 2027 Stockholder Proposals73
Voting and Meeting Information74
Voting Standards and Board Recommendations74
Meeting Information74
Voting Information75
Other Matters77
Appendix - Non-GAAP Financial Measures78

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 Statement5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.