RALLIANT CORP (RAL)
Sector: Information Technology
2026 Annual Meeting Analysis
RALLIANT CORP · Meeting: June 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors for a Three-Year Term
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.
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.
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
✓ FORCEO
Tami Newcombe
Total Comp
$12,429,096
Prior Support
N/A
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
✓ FORAuditor
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
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Anelise Sacks | 99.5% | 94.8M | 483,609 | ✓ Elected |
| Neil Schrimsher | 99.3% | 94.7M | 635,627 | ✓ Elected |
| Luis Müller | 97.9% | 93.3M | 2.0M | ✓ Elected |
Broker non-votes: 5.7M
Say on Pay
For 93.2M · Against 2.1M · Abstain 166,511
Auditor Ratification
For 100.9M · Against 70,243 · Abstain 147,493
Other Proposals
Proposal 3
Advisory vote on the frequency of future advisory votes to approve the Company's named executive officer compensation
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.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing