Ralliant Corp

The Nominating and Governance Committee is responsible for identifying and recommending to the Board qualified candidates

for Board membership. In evaluating director candidates, the Nominating and Governance Committee considers a wide range

of factors, including the candidate’s skills, background, expertise, and commitments, the current composition of the Board, and

any perceived need for one or more particular areas of expertise. Additionally, the Committee regularly, and at least annually,

evaluates the composition of the Board to determine the current and future skills and experiences needed to effectively oversee

Ralliant and its strategic direction. The Board believes that its directors, taken as a whole, should embody a mix of skills,

knowledge, expertise, and experiences appropriate in light of the Board’s needs.

The Nominating and Governance Committee may consider director candidates from several sources including those

recommended by directors, a third-party search firm, or stockholders. In connection with the use of a third-party search firm to

identify potential director candidates, the Nominating and Governance Committee will instruct the search firm to include in its

initial list of candidates qualified candidates who reflect the Board’s desired range of skills, knowledge, expertise, and

experiences. Candidates proposed by stockholders are evaluated using the same criteria as for other candidates. A stockholder

who wishes to recommend a director candidate for consideration by the Nominating and Governance Committee should send

such recommendation in writing using the procedures described under the “Communicating with the Board” section of this

Proxy Statement.

Assessing Nominees and Board Composition

The Board and the Nominating and Governance Committee believe it is important that directors demonstrate the standards and

qualifications set out in the Company’s Corporate Governance Guidelines, including:

•Personal and professional integrity and character;

•Prominence and reputation in the candidate’s profession;

•Diversity of skills, knowledge, expertise, and experiences useful and appropriate to the effective oversight of

Ralliant’s business;

•The extent to which the interplay of the candidate’s skills, knowledge, expertise, and experiences with that of the other

directors will help build a Board that is effective in collectively meeting Ralliant’s strategic needs and serving the long-term

interests of the stockholders;

•The capacity and desire to represent the interests of the stockholders as a whole; and

•Ability to devote sufficient time to the affairs of Ralliant.

BOARD COMPOSITION

Director Independence

Our Corporate Governance Guidelines provide that the Board shall consist of a majority of directors who qualify as independent

under the listing standards of the NYSE. The Board assesses the independence of each director annually. In determining the

independence of its directors, the Board considered relevant transactions, relationships, and arrangements between each

director and the Company. The Board affirmatively determined that all of our directors other than our CEO, Ms. Newcombe, are

independent under the NYSE listing standards. The Board has also determined that all members of the Audit Committee, the

Compensation Committee, and the Nominating and Governance Committee are independent and satisfy applicable

committee-specific independence requirements.

Limits on Outside Board Commitments

The Board understands the significant time commitment involved with serving on the Board and its committees. The Nominating

and Governance Committee and the Board only nominate candidates who they believe are capable of devoting the necessary

time to successfully meet their duties, taking into account principal occupations, memberships on other boards, and

other responsibilities.

Our Corporate Governance Guidelines state that directors should not serve on more than three boards of public companies in

addition to the Board, provided that a director who serves as an executive officer of a public company should not serve on more

than one public company board in addition to the Board. In accordance with the NYSE’s disclosure requirement, no member of

the Audit Committee may serve on more than two other public company audit committees without first obtaining the prior

approval of the Board.

Directors should advise the Chair of the Board, the Chair of the Nominating and Governance Committee, and the Corporate

Secretary before accepting membership on, or an invitation to be nominated as a candidate for election to, another board of

directors or audit committee or any other significant committee assignment. In addition, directors are expected to offer to resign

from the Board if they experience a substantial change to their principal occupation, subject to further consideration by the

Nominating and Governance Committee.

The Nominating and Governance Committee annually reviews outside director time commitments, including any leadership

positions on another public company’s board of directors, to evaluate and confirm that all directors have demonstrated that they

have committed and expect to commit appropriate time to serve effectively on the Board and its committees. Based on their

current board commitments, all directors are expected to be in compliance with our Corporate Governance Guidelines

regarding other board memberships as of the Annual Meeting.

BOARD COMPOSITION