RALLIANT CORP (RAL)

Sector: Information Technology

    Home/Companies/RAL/Annual Meeting

2026 Annual Meeting Analysis

RALLIANT CORP · Meeting: June 5, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class I Directors for a Three-Year Term

3 FOR
✓ FOR
Luis Müller

Müller joined the board in June 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep semiconductor and test-and-measurement expertise directly relevant to Ralliant's business, holds no more than two public board seats (Cohu and Celestica ended in 2026), and attended at least 75% of meetings.

✓ FOR
Anelise Sacks

Sacks joined in June 2025 and is exempt from the TSR trigger as a director with less than 24 months of tenure; she brings relevant semiconductor and global operational experience, holds only one other public company board seat, and met the 75% attendance threshold.

✓ FOR
Neil Schrimsher

Schrimsher joined in June 2025 and is exempt from the TSR trigger; he brings CEO-level industrial technology and distribution experience relevant to Ralliant's end markets, holds two public board seats (AIT and Patterson, the latter ending in 2025), and met the attendance threshold.

All three Class I nominees joined the board in June 2025 in connection with Ralliant's spin-off from Fortive, placing them well within the 24-month new-director exemption from the TSR trigger. No overboarding, attendance, independence, or qualification concerns were identified. All three nominees are FOR.

Say on Pay

✓ FOR

CEO

Tami Newcombe

Total Comp

$12,429,096

Prior Support

N/A

first year as public companyelevated ceo pay driven by separation awards

This is Ralliant's inaugural Say-on-Pay vote following its June 2025 spin-off from Fortive, so there is no prior shareholder vote to weigh. The CEO's reported total compensation of approximately $12.4 million is elevated primarily because it includes multiple one-time awards tied to the separation — a Market Adjustment Award ($1 million), a Transition Award ($2 million recognizing forfeited performance awards from the Fortive spin), and a Founders Award ($2.125 million) — all of which are explicitly described as non-recurring; the Compensation Committee stated it does not expect to use such special awards in the near term. Absent these separation-related items, ongoing target pay of $7.75 million (base salary of $1 million, annual incentive target of $1.25 million, and long-term incentive target of $5.5 million) is reasonable for a CEO of a $7.7 billion precision-technology company, the pay mix is heavily performance-based (approximately 87% variable for the CEO), the annual incentive payout of 91% of target reflects below-target company financial performance, the 2026 long-term incentive program uses rigorous multi-year metrics including relative total shareholder return versus the S&P 400 MidCap Index, and the company has a robust clawback policy — taken together, the compensation structure is acceptable for a first-year standalone company building its compensation framework.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

1 yrs

Audit Fees

$5,801,966

Non-Audit Fees

$505,147

EY was appointed at the time of Ralliant's mid-2025 spin-off from Fortive, giving it effectively one year of tenure — far below the 25-year threshold that would trigger a concern. Non-audit fees (Audit-Related Fees of $300,000 plus Tax Fees of $199,947 plus All Other Fees of $5,200, totaling $505,147) represent approximately 8.7% of audit fees ($5,801,966), well within the 50% threshold. EY is a Big 4 firm appropriate for a $7.7 billion market-cap company, and no restatements have been disclosed.

Actual Vote Results

Meeting held June 5, 2026

View 8-K ↗

Director Elections

Nominee% FORVotes ForWithheld / AgainstResult
Anelise Sacks
99.5%
94.8M483,609✓ Elected
Neil Schrimsher
99.3%
94.7M635,627✓ Elected
Luis Müller
97.9%
93.3M2.0M✓ Elected

Broker non-votes: 5.7M

Say on Pay

97.6%

For 93.2M · Against 2.1M · Abstain 166,511

✓ Passed

Auditor Ratification

99.8%

For 100.9M · Against 70,243 · Abstain 147,493

✓ Passed

Other Proposals

Proposal 3

Advisory vote on the frequency of future advisory votes to approve the Company's named executive officer compensation

99.8%
✓ Passed

Overall Assessment

Ralliant's inaugural annual meeting as a standalone public company presents a straightforward ballot: all three Class I director nominees are exempt from TSR scrutiny as new directors, the auditor is a freshly appointed Big 4 firm with no fee-ratio concerns, and the Say-on-Pay program — while elevated in dollar terms due to one-time separation awards — is structured with strong performance linkage and governance practices appropriate for a first-year public company. All management proposals receive a FOR determination.

Filing date: April 23, 2026·Policy v1.2·high confidence

Compensation Peer Group

18 companies disclosed in 2026 proxy filing

BMIBadger Meter, Inc.
CGNXCognex Corporation
CRCrane Company
CXTCrane NXT, Co.
CWCurtiss-Wright Corporation
ESEESCO Technologies Inc.
IEXIDEX Corporation
ITRIItron, Inc.
KEYSKeysight Technologies, Inc.
LFUSLittelfuse, Inc.
MKSIMKS Instruments, Inc.
MSAMSA Safety Incorporated
NDSNNordson Corporation
NOVTNovanta, Inc.
OSISOSI Systems, Inc.
TDYTeledyne Technologies Incorporated
TERTeradyne, Inc.
VNTVontier Corporation