DEF 14A of Ralliant Corp, Apr 23, 2026

DEF 14A of Ralliant Corp

Filed Apr 23, 2026 · FY20250002041385-26-000035

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | | | Name and Principal Occupation | | Age | Director Since | Committee Membership | | | | | | | Independent | | | AC | CC | NGC | | Nominees for Election | Class I | | | | | | | | | | | Luis Müller President and Chief Executive Officer, Cohu, Inc. | | 56 | 2025 | | | | | | | Anelise Sacks Former Executive Vice President and Chief Customer Officer, Analog Devices, Inc. | | 47 | 2025 | | | | | | | Neil Schrimsher* President and Chief Executive Officer, Applied Industrial Technologies, Inc. | | 61 | 2025 | | | | | Continuing Directors | Class II | | | | | | | | | | | Kevin Bryant* Executive Vice President of External Affairs and Chief Strategy Officer, Southwest Power Pool | | 51 | 2025 | | | | | | | Kate Mitchell* Partner and Co-Founder, Scale Venture Partners | | 67 | 2025 | | | | | | | Brian Worrell* Former Chief Financial Officer, Baker Hughes Company | | 56 | 2025 | | | | | | Class III | | | | | | | | | | | Ganesh Moorthy, Independent Board Chair Former President and Chief Executive Officer, Microchip Technology Incorporated | | 66 | 2025 | | | | | | | Tamara (Tami) Newcombe President and Chief Executive Officer, Ralliant Corporation | | 60 | 2025 | | | | | | | Alan Spoon Former Managing General Partner, Polaris Partners and Former President, The Washington Post | | 74 | 2025 | | | |

  3. Board of Directors

    | AC | Audit Committee | CC | Compensation Committee | | Member | | NGC | Nominating and Governance Committee | * | Audit Committee Financial Expert | | Chair |

  4. Board of Directors

    | 2026 Proxy Statement | 7 |

  5. Election of Class I Directors for a

    Election of Class I Directors for a

  6. Director Biographies

    Director Biographies

  7. Class I Director Nominees

    Class I Director Nominees

  8. Class I Director Nominees

    | | | | | Qualifications and Experience Dr. Müller is a seasoned executive with over 25 years of business and technical leadership experience in the semiconductor industry. As Chief Executive Officer of a global semiconductor test automation and equipment supplier, he has guided over 3,000 employees through variable market conditions to deliver on innovative business expansion initiatives and strategic acquisitions in the U.S., Germany, Switzerland, and Japan to create value for stockholders. He provides the Board with a strong understanding of transformative technologies, test and measurement, R&D, competitive market environments, and evolving customer needs. Dr. Müller also brings extensive public company executive and board experience with valuable perspectives in the areas of corporate governance, risk management, and finance. Dr. Müller holds a BSc and MSc in Mechanical Engineering from Universidade Federal Santa Catarina and a PhD in Mechanical Engineering from the Massachusetts Institute of Technology. He has also earned certificates from Carnegie Mellon University (Cybersecurity Oversight) and MIT Professional Education (AI). | | Luis Müller Independent Director Since: 2025 Age: 56 Committees: Compensation, Nominating and Governance Skills: •CEO Experience •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Cohu, Inc. (NASDAQ: COHU) – a global leader in semiconductor equipment and services •President and Chief Executive Officer (since 2014) •President, Semiconductor Equipment Group (2011-2014) •Managing Director, Rasco GmbH (2009-2011) •Vice President, Delta Design High Speed Handling Group (2008-2009) •Director of Engineering, Delta Design (2005-2008) Teradyne, Inc. (NASDAQ: TER) (acquired Kinetrix in 1999) – an advanced test and automation solutions company •Various management positions in engineering and business development (1999-2005) Kinetrix Semiconductor – a semiconductor equipment company •Co-Founder and Head of Engineering (1996-1999) Other Current Public Company Directorships •Cohu, Inc (NASDAQ: COHU) (2014-Present) Past Public Company Boards (Last Five Years) •Celestica Inc. (NYSE: CLS) (2021-2026) |

  9. Class I Director Nominees

    | 2026 Proxy Statement | 15 |

  10. Class I Director Nominees

    | | | | | Qualifications and Experience Ms. Sacks has a proven track record of driving growth and innovation, demonstrated through her leadership in developing and executing customer strategies that bring cutting-edge technology solutions to market. In prior executive roles at global semiconductor companies, she contributed to stockholder value creation through P&L leadership driving growth and profitability. Having led product development teams in China, Japan, India, Germany, and the U.S., Ms. Sacks brings a deep technical background and has contributed to advancing AI, signal chain, power, sensing, micro-electromechanical systems (“MEMS”), and software technologies across multiple industries. She also brings experience in M&A, including post- merger integration and synergy realization. Ms. Sacks holds an Electrical and Electronic Engineering degree from the Federal University of Rio de Janeiro and an MBA from The Open University in the U.K. Ms. Sacks has also served as a senior advisor at Boston Consulting Group, Inc. since April 2025, and as Executive Chair and Co-Founder of Simplex Micro, a microprocessor and vector processor technology company, since September 2025. | | Anelise Sacks Independent Director Since: 2025 Age: 47 Committees: Audit Skills: •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Global Experience •Capital Allocation Experience | | | | Career Highlights Analog Devices, Inc. (NASDAQ: ADI) – a global semiconductor company •Executive Vice President and Chief Customer Officer (2021-2025) Texas Instruments Inc. (NASDAQ: TXN) – a global multinational semiconductor company •General management roles with P&L responsibility, including Vice President and General Manager (2011-2021) •Customer-facing roles in Munich, Germany, including Key Account Manager (2005-2010) Robert Bosch GmbH – a multinational engineering and technology company •Various technical positions, including R&D Engineer in Brazil and Germany (2003-2005) |

  11. Class I Director Nominees

    | 16 | |

  12. Class I Director Nominees

    | | | | | Qualifications and Experience Mr. Schrimsher brings extensive senior executive experience in the global industrial technology distribution and manufacturing space. As Chief Executive Officer of a leading industrial distribution business for over a decade, he has a strong track record of leading domestic and international growth initiatives, driving continuous operational improvements, and executing M&A. Mr. Schrimsher is also an experienced people leader and brings to the Board insights on talent development topics and human capital management. Mr. Schrimsher provides the Board with valuable perspectives on strategic planning and customer needs amidst a variable macroeconomic landscape, as well as expertise in innovative technologies, P&L management, and successful, industry-relevant growth strategies. He holds a B.S. in Business Administration from the University of Tennessee and an MBA from John Carroll University. | | Neil Schrimsher Independent Director Since: 2025 Age: 61 Committees: Audit, Compensation Skills: •CEO Experience •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Applied Industrial Technologies, Inc. (NYSE: AIT) – an industrial supply distributor •President and Chief Executive Officer (since 2013) •Chief Executive Officer (since 2011) Cooper Industries plc (formerly NYSE: CBE) – a global electrical products manufacturer •Executive Vice President leading multiple businesses in the Electrical Products Group (2010-2011) •President, Cooper Lighting (2006-2010) Siemens AG (OTCMKTS: SIEGY) – a global electronics and electrical engineering company •Various leadership roles at Siemens Energy and Automation, including Vice President, Power Distribution and Controls and Vice President, Residential Infrastructure Division (2001-2006) General Electric Company (NYSE: GE) – an industrial conglomerate •Positions of increasing responsibility at GE Lighting (1984-2001) Other Current Public Company Directorships •Applied Industrial Technologies, Inc. (NYSE: AIT) (2011-Present) Past Public Company Boards (Last Five Years) •Patterson Companies, Inc (formerly NASDAQ: PDCO) (2014-2025) |

  13. Class I Director Nominees

    | 2026 Proxy Statement | 17 |

  14. Class II Directors

    Class II Directors

  15. Class II Directors

    | | | | | Qualifications and Experience Mr. Bryant brings over 25 years of leadership in financial and strategic planning in the utilities and energy sector, with a track record of developing sustainable growth strategies. During his more than 20-year tenure at Evergy, Inc. and its legacy businesses, Mr. Bryant led complex utility operations, including transmission, distribution, resource planning, company integrations, and employee safety and training initiatives. He was also responsible for numerous financial teams and oversaw capital raising, M&A, investor relations, and financial reporting. His successful leadership in investor relations, operations, and financial strategy for public energy companies focused on delivering critical products and services for customers provides valuable perspectives for the Board’s oversight of Ralliant’s growth strategy and stockholder value creation. He holds a BSBA in Finance and Real Estate from the University of Missouri-Columbia and an MBA from Stanford University Graduate School of Business. | | Kevin Bryant Independent Director Since: 2025 Age: 51 Committees: Audit, Nominating and Governance Skills: •CFO/Financial Expertise •P&L/Operating Leadership •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Public Board Experience •Capital Allocation Experience | | | | Career Highlights Southwest Power Pool – an American power supplier and transmission organization •Executive Vice President of External Affairs and Chief Strategy Officer (since 2025) Evergy, Inc. (NASDAQ: EVRG) – an electric utility company •Executive Vice President and Chief Operating Officer (2018-2024) Great Plains Energy Incorporated (formerly NYSE: GXP) – an electric provider that merged with Westar Energy, Inc. to create Evergy in 2018 •Executive Vice President, Finance and Strategy and Chief Financial Officer (2015-2018) •Vice President, Strategic Planning and Risk Management (2014-2015) •Vice President, Investor Relations and Strategic Planning and Treasurer (2013-2014) •Vice President, Strategy and Risk Management (2011-2013) •Various other finance roles, including at Kansas City Power and Light (a subsidiary of Great Plains Energy) (2003-2011) Other Current Public Company Directorships •Winnebago Industries, Inc. (NYSE: WGO) (2021-Present) |

  16. Class II Directors

    | 18 | |

  17. Class II Directors

    | | | | | Qualifications and Experience Ms. Mitchell brings to the Board over 40 years of experience in the technology industry, with a focus on building and investing in high-growth innovative software companies. As a well-known thought leader in the entrepreneurship and innovation space, Ms. Mitchell has actively worked on policy matters to increase access to public markets for emerging growth companies. Through her venture capital leadership, Ms. Mitchell brings valuable perspectives on capital allocation and capital markets. Ms. Mitchell contributes expertise in digital transformation through technology cycles, including the current wave driven by AI. Through her service on public company boards, she also brings to the Board her knowledge in corporate governance, finance, business management, cybersecurity, and executive compensation. She served as a board member of the National Venture Capital Association (NVCA), a venture capital trade association that advocates for policies supporting innovation and investment, from 2007 to 2016, including as Chair from 2010 to 2011. Ms. Mitchell holds a B.A. in Political Science from Stanford University as well as an MBA from Golden Gate University. She has also attended executive programs at Harvard Business School (Strategic Marketing) and MIT CSAIL/Sloan (AI). | | Kate Mitchell Independent Director Since: 2025 Age: 67 Committees: Audit, Compensation (Chair) Skills: •CFO/Financial Expertise •Technology/Innovation •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Scale Venture Partners – a Silicon Valley-based firm that invests in early-stage technology companies •Partner and Co-Founder (since 1997) Bank of America Corporation (NYSE: BAC) – a multinational financial services company •Various senior leadership roles, including Senior Vice President for Bank of America Online Banking (1988-1996) Other Current Public Company Directorships •Fortive Corporation (NYSE: FTV) (2016-Present) Past Public Company Boards (Last Five Years) •SVB Financial Group (NASDAQ: SIVBQ) (2010-2024) |

  18. Class II Directors

    | 2026 Proxy Statement | 19 |

  19. Class II Directors

    | | | | | Qualifications and Experience Mr. Worrell brings over 30 years of experience as a senior financial executive, with deep expertise in strategy, M&A, capital allocation, and financial reporting. As former Chief Financial Officer of a large public energy company and in finance leadership roles at a public diversified technology conglomerate, he has successfully led large teams, navigated global financial markets, and directed investment strategies to drive stockholder value. Mr. Worrell drove a $32 billion merger integration of General Electric’s petroleum operations with Baker Hughes, which created one of the leading players in the oil & gas industry by bringing together oilfield services and equipment, offerings, and technologies to deliver value for customers and investors. With a track record of managing complex corporate transactions, Mr. Worrell brings deep expertise in risk management, financial reporting integrity, and governance of corporate and financial risks. Mr. Worrell holds a B.A. in Economics from the University of North Carolina at Chapel Hill. | | Brian Worrell Independent Director Since: 2025 Age: 56 Committees: Audit (Chair) Skills: •CFO/Financial Expertise •Relevant Industry Experience •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Baker Hughes Company (NASDAQ: BKR) – an energy technology company •Advisor (2022-2023) •Chief Financial Officer (2017-2022) General Electric Company (NYSE: GE) – an industrial conglomerate •Vice President and Chief Financial Officer, GE Oil and Gas Segment (2014-2017) •Vice President, Corporate Financial Planning and Analysis (2011-2014) •Vice President, Corporate Audit (2006-2010) •Chief Financial Officer, GE Oil and Gas (2003-2006) •Various financial leadership roles at GE Healthcare (1997-2002) Other Current Public Company Directorships •Solstice Advanced Materials Inc. (NASDAQ: SOLS) (2025-Present) |

  20. Class II Directors

    | 20 | |

  21. Class III Directors

    Class III Directors

  22. Class III Directors

    | | | | | Qualifications and Experience Mr. Moorthy is an accomplished senior executive with over four decades of experience in the semiconductor and technology industries. In his prior Chief Executive Officer and other C-suite roles, he steered companies through significant market shifts and oversaw several transformative acquisitions and restructuring efforts. He has a proven track record of leading innovation-focused strategies to unlock operational efficiencies and identify new and high-growth profitable revenue opportunities. Mr. Moorthy also brings to the Board significant public company board service and expertise in human capital management and capital allocation. In addition, he contributes deep marketing experience and insight into high-technology industry trends through his background in global manufacturing, operations, and R&D. He holds a B.S. in Physics from the University of Bombay, a B.S. in Electrical Engineering from the University of Washington, and an MBA in Marketing from National University. | | Ganesh Moorthy Independent Board Chair Independent Director Since: 2025 Age: 66 Committees: Compensation, Nominating and Governance Skills: •CEO Experience •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Microchip Technology Incorporated (NASDAQ: MCHP) – a semiconductor company •President and Chief Executive Officer (2021-2024) •President and Chief Operating Officer (2016-2021) •Chief Operating Officer (2009-2016) •Various leadership roles (2001-2009) Cybercilium – a business intelligence solutions company •Chair, Chief Executive Officer and Co-Founder (2000-2001) Intel Corporation (NASDAQ: INTC) – a multinational technology company •Various senior leadership roles (1981-2000) Other Current Public Company Directorships •Celanese Corporation (NYSE: CE) (2023-Present) •GlobalFoundries Inc. (NASDAQ: GFS) (2026-Present) •SiTime Corporation (NASDAQ: SITM) (2025-Present) Past Public Company Boards (Last Five Years) •Microchip Technology Incorporated (NASDAQ: MCHP) (2021-2024) •Rogers Corporation (NYSE: ROG) (2013-2024) |

  23. Class III Directors

    | 2026 Proxy Statement | 21 |

  24. Class III Directors

    | | | | | Qualifications and Experience Before her appointment as Chief Executive Officer of Ralliant, Ms. Newcombe served as President of the Precision Technologies segment and the Advanced Healthcare Solutions segment at Fortive, bringing deep institutional knowledge critical to unlocking Ralliant’s full growth potential. In those roles, she oversaw 11 operating companies, led a global workforce of 11,000 employees, and managed $3.5 billion in operations based on revenue. Ms. Newcombe brings extensive experience in leading large-scale operations and has a strong background in go-to-market strategy within the technology sector, having held a variety of executive sales roles at Fortune 500 companies. Known for her customer-centric mindset, she has been instrumental in shaping multi-year strategies to navigate market shifts, scale through channel partnerships and strategic acquisitions, and deliver customer value through technology adoption. Ms. Newcombe holds a B.S. in Electrical and Biomedical Engineering from Syracuse University and an MBA from Union College. | | Tami Newcombe Director Since: 2025 Age: 60 Skills: •CEO Experience •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Relevant Industry Experience •Human Capital Management •Global Experience •Capital Allocation Experience | | | | Career Highlights Ralliant Corporation (NYSE: RAL) – a global technology company with businesses that design, develop, manufacture, and service precision instruments and highly engineered products •President and Chief Executive Officer (since 2025) Fortive Corporation (NYSE: FTV) – a provider of essential technologies for connected workflow solutions across a range of end markets •President and Chief Executive Officer, Precision Technologies segment (2022-2025) and Advanced Healthcare Solutions segment (2023-2025) •Group President (May 2021-Dec. 2021) •President, Tektronix (a subsidiary of the Company) (2019-2021) •Commercial President, Tektronix (2017-2019) Cisco Systems, Inc. (NASDAQ: CSCO) – a technology company specializing in networking, security, collaboration and cloud services •Vice President, Sales (2009-2017) •Various sales leadership roles (1999-2009) Analog Devices, Inc. (NASDAQ: ADI) – a global semiconductor company •Global Client Executive (1995-1999) IBM (NYSE: IBM) – a multinational technology company •Various positions, including Hardware Design Engineer (1989-1995) |

  25. Class III Directors

    | 22 | |

  26. Class III Directors

    | | | | | Qualifications and Experience Mr. Spoon is a seasoned executive and highly experienced corporate director. He brings to the Board deep expertise in business strategy, leadership, and strategic transactions. In his most recent role as partner of a venture capital firm, he has overseen a number of accretive transactions focused on high-value industrial solutions, disciplined capital allocation strategies, and technology-driven operational investments. Mr. Spoon’s public company and private equity experience provides him with deep insights into trends in the technology industry, acquisition strategy, market opportunities, and financing, each of which represents an area of key strategic opportunity for Ralliant. Mr. Spoon has significant experience in public policy and public affairs through his past leadership roles at The Washington Post Company. He also brings extensive corporate governance experience through his service as a director on numerous public company boards, including serving as Fortive’s Independent Board Chair from 2016 to January 2025. He holds a B.S. and M.S. from Massachusetts Institute of Technology, and a JD from Harvard Law School. | | Alan Spoon Independent Director Since: 2025 Age: 74 Committees: Nominating and Governance (Chair) Skills: •CEO Experience •CFO/Financial Expertise •P&L/Operating Leadership •Technology/Innovation •Market-Driven Growth •Human Capital Management •Public Board Experience •Global Experience •Capital Allocation Experience | | | | Career Highlights Polaris Partners – a company that invests in private technology and life science firms •Partner Emeritus (2015-2018) •Partner (2000-2018) •Managing General Partner (2000-2010) The Washington Post Company (now known as Graham Holdings Company (NYSE: GHC)) – one of the country’s largest, publicly traded education and media companies •President, The Washington Post Company (1993-2000) •Chief Operating Officer and Director (1991-2000) •President, Newsweek (1989-1991) Other Current Public Company Directorships •Danaher Corporation (NYSE: DHR) (1999-Present) •IAC Inc./InterActiveCorp (NASDAQ: IAC) (2003-Present) Past Public Company Boards (Last Five Years) •Fortive Corporation (NYSE: FTV) (2016-2025) •Match Group, Inc. (NASDAQ: MTCH) (2015-2025) •Cable One, Inc. (NYSE: CABO) (2015-2021) |

  27. Class III Directors

    | 2026 Proxy Statement | 23 |

  28. Director Compensation

    Director Compensation

  29. Director Compensation Policy

    Director Compensation Policy The Compensation Committee reviews Ralliant’s non-employee director compensation policy periodically with the advice of its independent compensation consultant and recommends changes to the Board, as appropriate. Each non-management director receives: •An annual retainer of $100,000, payable in cash or in restricted stock units (“RSUs”) pursuant to an election made by each director in the prior year (subject to certain exceptions for newly appointed directors, which, in 2025, are applicable to all non-management directors as a result of the Separation) under the terms of the Non-Employee Directors’ Deferred Compensation Plan described below (the “Election”). •An annual equity award with a target award value of $165,000 in the form of RSUs. The RSUs will vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of stockholders in the year following the grant date. The settlement of equity awards may be deferred under the terms of the Non-Employee Directors’ Deferred Compensation Plan. •Reimbursement for out-of-pocket expenses, including travel expenses and expenses for education, related to the director’s service on the Board. In addition, the Independent Board Chair receives an additional annual award of $100,000 consisting of: •An annual retainer of $50,000, payable in cash or in RSUs pursuant to the Election. •An annual equity award with a target award value of $50,000 in the form of RSUs on the same vesting terms and eligible for deferral as described above. Due to their additional responsibilities, the Chairs of our committees receive the following additional annual cash retainers: $25,000 for the Audit Committee Chair; $20,000 for the Compensation Committee Chair; and $15,000 for the Nominating and Governance Committee Chair, in each case, payable pursuant to the Election. Pursuant to the Non-Employee Directors’ Deferred Compensation Plan, each director may make an election during the prior year (subject to certain exceptions for newly appointed directors) to receive the director’s annual retainer, including the annual retainer payable to all directors, additional annual retainer payable to the Independent Board Chair, and the additional annual retainer payable to the Committee Chairs in: •cash payable in four equal installments following each quarter of service; •RSUs with a target value equal to the annual retainer and granted concurrently with the annual equity award that will: •vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of stockholders following the grant date; •not be settled in shares until the earlier of the director’s death or, based on the election made by the director, the first day of the seventh month, first year, third year, or fifth year following the director’s retirement from the Board; or •a combination of cash and RSUs.

  30. Director Compensation Policy

    | 38 | |

  31. Director Compensation Policy

    | DIRECTOR COMPENSATION |

  32. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation The following table sets forth the compensation earned or paid to each of the Company’s non-employee directors who served on the Board in fiscal 2025.

  33. Fiscal 2025 Director Compensation

    | Name | Leadership Roles Held During 2025 | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kevin Bryant(3) | | 50,000 | 164,365 | 214,365 | | Kate Mitchell(3) | Compensation Committee Chair | 30,000 | 224,160 | 254,160 | | Ganesh Moorthy | Independent Board Chair | 75,000 | 214,162 | 289,162 | | Luis Müller(3) | | — | 264,008 | 264,008 | | Anelise Sacks | | 50,000 | 164,365 | 214,365 | | Neil Schrimsher(3) | | 50,000 | 164,365 | 214,365 | | Alan Spoon | Nominating and Governance Committee Chair | 57,500 | 164,365 | 221,865 | | Brian Worrell | Audit Committee Chair | 62,500 | 164,365 | 226,865 |

  34. Fiscal 2025 Director Compensation

    (1)The amounts reflected in this column represent the aggregate grant date fair value of the applicable award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares of our common stock underlying the award, multiplied by the closing price of a share of common stock on the date of grant. (2)The table below sets forth as to each non-employee director the aggregate number of unvested RSUs as of December 31, 2025. The RSUs set forth in the table below vest in accordance with the terms described above.

  35. Fiscal 2025 Director Compensation

    | Name | RSUs (#) | | Kevin Bryant | 3,403 | | Kate Mitchell | 4,641 | | Ganesh Moorthy | 4,434 | | Luis Müller | 5,466 | | Anelise Sacks | 3,403 | | Neil Schrimsher | 3,403 | | Alan Spoon | 3,403 | | Brian Worrell | 3,403 |

  36. Fiscal 2025 Director Compensation

    (3)Pursuant to the Non-Employee Directors’ Deferred Compensation Plan, each of the directors was entitled to defer up to 100% of the annual retainer into RSUs with a target value equal to the amount of the annual retainer deferred. For 2025 compensation, Ms. Mitchell elected to defer 50% of her annual and committee chair retainers and 100% of her RSUs, and Mr. Müller elected to defer 100% of his annual retainer and 100% of his RSUs. Mr. Bryant and Mr. Schrimsher each deferred 100% of their RSUs. Since RSUs granted in 2025 for the annual retainer deferred are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.

  37. Executive Summary

    * Free Cash Flow is a non-GAAP financial measure. See “Appendix - Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly GAAP measures. Compensation Philosophy Our executive compensation program is designed to attract, motivate, and retain the talented leaders who drive our success and deliver performance aligned with our strategic plan. We reward innovation, profitable growth, strong working capital management, and collaboration—working together as one team—while balancing Company and individual performance. Alignment with our stockholders is a top priority, and a significant portion of our NEOs’ compensation is directly tied to Company performance and stockholder value creation. We aim to achieve these objectives through a program that: •Provides competitive target total direct compensation opportunities benchmarked against our peer group, with flexibility to adjust for role scope, individual experience, qualifications, performance, business needs, and unique market considerations. •Emphasizes performance-based compensation: approximately 87% of the CEO’s fiscal 2025 annual target pay and 69% (on average) for our NEOs is at risk, which increased to 88% and 75%, respectively, in the fiscal 2026 compensation program approved by the Ralliant Compensation Committee. •Prioritizes long-term alignment with stockholders by providing a significant portion of annual target total direct compensation in stock-based awards with multi-year vesting and/or performance requirements. •Promotes strong performance without undue risk, supported by strong governance practices including our stock ownership guidelines and a robust clawback policy.

  38. Executive Summary

    | | No excise tax gross-ups | | | No employment agreements for executive officers | | | No “single-trigger” change-in-control benefits | | | No pledging or hedging of Company shares | | | No evergreen provision in stock incentive plan | | | No repricing of stock options without stockholder approval | | | No liberal share recycling under stock incentive plan | | | No defined benefit plans for executive officers | | | No delivery of dividends or dividend equivalents on unvested long-term incentive awards |

  39. Executive Summary

    | | Robust stockholder outreach | | | Align performance measures with business strategy | | | “Double-trigger” change-in-control benefits | | | Rigorous performance goal setting | | | Multi-year vesting requirements for long-term incentive awards | | | Robust clawback policy applicable to cash- and equity- based compensation of senior executives | | | Rigorous stock ownership requirements | | | Annual risk assessment | | | Engage an independent compensation consultant | | | Cap on annual and long-term incentive awards | | | Limited perquisites |

  40. Executive Summary

    | | Fortive (Pre-Separation) (Offer letters for the NEOs) | Ralliant Compensation Committee (Post-Separation) | | One-time compensation in connection with executive team hiring: | | | | New Hire Awards | •Approved one-time signing bonuses and equity inducement awards for Messrs. Reynolds, Kazmi, and Boatman •Granted the equity inducement awards to Messrs. Kazmi and Boatman | Granted the equity inducement award to Mr. Reynolds | | Market Adjustment and Transition Awards | Set target award values of the Market Adjustment Award and Transition Award (each, as defined below) for Ms. Newcombe | Granted the Market Adjustment Award and the Transition Award and determined their form and vesting terms | | Founders Awards | Set target award value of the Founders Awards (as defined below) to each of the NEOs | Granted the Founders Awards to each of the NEOs and determined their form and vesting terms | | Ongoing compensation: | | | | Base Salary | Established base salaries | •Completed benchmarking of market target total direct compensation •No post-Separation increases to NEO salaries | | Executive Incentive Compensation Plan (“EICP”) | Set target annual incentive levels (as a percentage of base salary) | •Approved 2025 EICP against preset and rigorous goals •Approved 2026 EICP design | | Long-Term Incentives (“LTI”) | Set initial annual target LTI awards | •Approved 2026 LTI program design |

  41. Offer Letters and Awards Related to the Separation

    Offer Letters and Awards Related to the Separation Each of the NEOs received offer letters from Fortive that were assumed by Ralliant, and which remained in effect following the Separation (each, an “Offer Letter”). The Offer Letters outline the applicable NEO’s base salary, target EICP award value, and the target value of LTI, in each case, for fiscal 2025 (collectively, “2025 Target Total Direct Compensation”), with his or her base salary and eligibility to participate in the EICP and receive LTI awards subject to annual review and adjustment. The Offer Letters also provide for participation in the Ralliant Corporation Severance and Change in Control Plan for Officers and the Ralliant Executive Deferred Incentive Plan, relocation benefits in connection with the applicable NEO’s relocation to Ralliant’s new headquarters in the Raleigh, North Carolina metropolitan area, an annual cash stipend of $10,000 per year to be applied toward financial planning and counseling services, and eligibility for an annual executive physical, along with eligibility to participate in employee benefit plans available to other employees. As a condition to accepting employment and receiving long- term incentive compensation, the NEOs entered into, and remain bound by, restrictive covenant agreements that include post- termination non-compete, non-solicitation, and confidentiality covenants to the extent permitted by law. The following table shows the 2025 Target Total Direct Compensation for our NEOs.

  42. Offer Letters and Awards Related to the Separation

    | | | Target EICP | | LTI Target | 2025 Target Total Direct Compensation | | Name | Base Salary | % of Base Salary | | | | | Tami Newcombe | $1,000,000 | 125% | $1,250,000 | $5,500,000 | $7,750,000 | | Neill Reynolds | $625,000 | 90% | $562,500 | $2,250,000 | $3,437,500 | | Amir Kazmi | $550,000 | 70% | $385,000 | $700,000 | $1,635,000 | | Jonathon Boatman | $550,000 | 70% | $385,000 | $600,000 | $1,535,000 | | Karen Bick | $475,000 | 70% | $332,500 | $500,000 | $1,307,500 |

  43. New Hire Awards

    | Name | Signing Bonus | Equity Inducement Award | | Neill Reynolds | $500,000 | $2,250,000 | | Amir Kazmi | $500,000 | $700,000 | | Jonathon Boatman | $500,000 | $600,000 |

  44. New Hire Awards

    The signing bonus for Mr. Reynolds was fully paid following his employment start date. The signing bonus for Mr. Kazmi is payable in two installments with the first half payable as of the Separation and the second half payable upon the first anniversary of his employment with Ralliant. The signing bonus for Mr. Boatman is payable in two installments with the first half payable as of the Separation and the second half payable on December 31, 2026. Mr. Reynolds’s equity inducement award consisted of 50% time-vesting RSUs and 50% stock options with vesting in equal annual installments over four years. Messrs. Kazmi’s and Boatman’s equity inducement awards consisted entirely of RSUs vesting in equal annual installments over four years. To protect stockholder interests and prevent windfalls to executives should their employment be terminated under certain scenarios, the bonuses incorporated repayment terms. Specifically, if a recipient of a signing bonus terminates his or her employment, or is terminated for “cause” (as defined in the applicable Offer Letter), within 12 months of their employment start date, the recipient is required to repay the entire signing bonus to Ralliant. If a recipient of a signing bonus terminates his or her employment, or is terminated for cause, between the first and second anniversaries of his or her employment start date, the recipient must repay 50% of the signing bonus to Ralliant.

  45. Market Adjustment and Transition Awards

    Market Adjustment and Transition Awards As part of Ms. Newcombe’s Offer Letter, Fortive approved 2025 annual equity awards with an aggregate grant date fair value of $5,500,000. The awards consisted of her March 2025 annual Fortive equity award with a grant date fair value of $4,500,000, and a supplemental equity award with a grant date fair value equal to $1,000,000 (the “Market Adjustment Award”) to reflect her new role as President and Chief Executive Officer of Ralliant. In addition, a one-time equity award with a grant date fair value equal to $2,000,000 (the “Transition Award”) was provided in recognition of equity opportunity foregone from the truncation of certain outstanding performance stock units (“PSUs”) due to the Separation. The Ralliant Compensation Committee granted the Market Adjustment Award and the Transition Award, each of which consists of 50% RSUs and 50% stock options vesting in equal installments on each of the third and fourth anniversaries of the grant.

  46. Founders Awards

    Ms. Newcombe’s and Mr. Reynolds’s Founders Awards consisted of 50% RSUs and 50% stock options. Messrs. Kazmi and Boatman and Ms. Bick received Founders Awards consisting of 100% RSUs. 50% of the Founders Awards will vest on the first anniversary of the grant and 25% of the Founders Awards will vest on each of the second and third anniversaries of the date of grant. The primary objectives of these awards were to enhance the near-term performance and retention incentives for a new leadership team standing up a new, publicly traded company well-positioned for long-term success. Absent special circumstances, the Ralliant Compensation Committee does not expect to use special, one-time equity awards in the near term to supplement the annual executive compensation program.

  47. 2025 NEO Compensation

    | Element | Primary Objectives | | Base Salary | Attract and retain executive talent Recognize day-to-day role and scope of responsibility and impact Provide stable source of income | | Annual Incentive Compensation | Align compensation with business strategy Reward annual performance on key financial and operational measures Motivate and reward high performance | | Long-Term Incentives | Drive long-term performance and align the interests of Ralliant’s executives with the delivery of long-term value to stockholders Retain executive talent through an extended vesting period |

  48. 2025 NEO Compensation

    Executive Incentive Compensation Plan Ralliant adopted the 2025 EICP to align executive compensation with the Company’s business strategy, reward performance against key financial measures, and incentivize strong individual performance. Under the 2025 EICP, Ralliant provides annual cash incentives to participants based on the achievement of financial performance measures relating to our business and the participant’s personal performance. While this CD&A focuses on NEO compensation, the incentive design also applies to other employees, including certain senior managers, to promote consistent alignment across the organization. Following the Separation, the Ralliant Compensation Committee established financial performance metrics and goals with target, minimum, and maximum thresholds and set weightings for each metric. The aggregate of the achieved results is referred to as the “Company Financial Factor” or “CFF.” Since Ralliant did not become an independent public company until June 2025, the CFF is based on the combined 2025 performance of our six operating companies: Tektronix, PacSci EMC, Qualitrol, Hengstler-Dynapar, Gems Setra, and Anderson-Negele.

  49. Determination of the 2025 EICP Payout

    Determination of the 2025 EICP Payout

  50. Determination of the 2025 EICP Payout

    | Year-End Base SalaryX | Individual Target Bonus PercentageX | Company Financial Factor (CFF)X | Personal Performance Factor (PPF) |

  51. Determination of the 2025 EICP Payout

    In 2025, the target incentive for each NEO was equal to their annual base salary as of December 31, 2025, multiplied by the relevant target award percentage(s) applicable during the year and prorated for the participant’s time with Ralliant. The 2025 actual incentive was equal to the target incentive percentage multiplied by the CFF as well as a personal performance factor (the “Personal Performance Factor” or “PPF”), described in more detail below. Beginning in the fiscal 2026 performance year, PPF will no longer be a factor in determining payouts for EICP participants.

  52. Calculation of 2025 EICP Payouts

    Calculation of 2025 EICP Payouts The following table presents the amounts earned under the 2025 EICP by each NEO for fiscal 2025.

  53. Calculation of 2025 EICP Payouts

    | Name | 2025 Annual Base Salary (1) | EICP Target (% of Base Salary) | Company Financial Factor | Personal Performance Factor | Final EICP Payout | | Tami Newcombe | $1,000,000 | 125% | 91% | 110% | $1,251,250 | | Neill Reynolds | $625,000 | 90% | 91% | 110% | $328,603 | | Amir Kazmi | $550,000 | 70% | 91% | 105% | $275,128 | | Jonathon Boatman | $550,000 | 70% | 91% | 113% | $337,343 | | Karen Bick | $475,000 | 70% | 91% | 128% | $387,296 |

  54. Calculation of 2025 EICP Payouts

    (1)The amounts shown for Messrs. Reynolds, Kazmi, and Boatman have been prorated 58.36%, 74.79%, and 85.21%, respectively, to reflect the portion of the year worked for the Company. Long-Term Incentive Awards During fiscal 2025, the target values for our NEOs’ long-term incentive awards were determined by Fortive. The LTI awards were granted prior to the Separation by Fortive or on August 15, 2025 by Ralliant based on the terms of the Offer Letters. Impact of the Separation on Outstanding Equity Awards Fortive equity awards that were outstanding at the time of the Separation were adjusted with the intent to maintain the economic value of those awards before and after the distribution date. The terms of the equity awards, such as the vesting date, continued unchanged. For Ralliant employees at the time of distribution, the awards were converted into Ralliant equity awards and denominated in shares of Ralliant common stock. Fortive stock options were converted into options of comparable value to purchase our common stock, and Fortive RSUs were converted into RSUs of comparable value relating to our common stock. Benefits and Other Pay Elements Our NEOs are eligible to participate in broad-based employee benefit plans, which are generally available to all U.S. salaried employees such as health care, dental, vision, welfare, disability, life insurance, and the Ralliant Retirement Savings Plan (401(k)). In addition, each of our NEOs participates in the Executive Deferred Incentive Plan (the “EDIP”). The EDIP is a non- qualified, unfunded deferred compensation program available to selected members of our management. We use the EDIP to tax-efficiently contribute amounts to executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. We set the amount we contribute annually to the executives’ accounts in the EDIP at a level that we believe is competitive with comparable plans offered by the companies in our peer group. Participants in the EDIP do not fully vest in such amounts until they have participated in the program for 15 years or have reached age 55 with at least five years of service. We show the amounts we contributed to the EDIP for 2025 with respect to our NEOs in the Summary Compensation Table. We offer limited perquisites to our NEOs. We believe these limited perquisites help make our executive compensation plans competitive, are generally aligned with market practices, and are cost-effective in that the perceived value of these items is higher than the actual cost. The perquisites we made available to our NEOs during 2025 include an annual cash stipend of $10,000 per year to be applied towards financial services and counseling and eligibility for an annual executive physical. Additional details on the perquisites we made available to our NEOs in 2025 are described in the footnotes to the Summary Compensation Table.

  55. Calculation of 2025 EICP Payouts

    | 2026 Proxy Statement | 51 |

  56. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements Ralliant has a Severance and Change in Control Plan for Officers (the “Severance Plan”), which provides separation payments and benefits to the NEOs in the event of a qualifying termination of their employment. Among other things, this plan is intended to support talent recruitment and retention objectives and to provide a consistent approach to executive departures. Additional information concerning the payments and benefits provided pursuant to the Severance Plan and the circumstances under which separation payments and benefits will be provided can be found in the “Potential Payments upon Termination or Change-in-Control” section of this Proxy Statement. Ralliant does not provide excise tax gross-ups on payments provided in connection with a change-in-control event.

  57. 2026 Pay Mix and Incentive Plan Design

    2026 Pay Mix and Incentive Plan Design As we enter 2026, which will be our first full year as a publicly traded company, the Ralliant Compensation Committee has approved new incentive programs that reinforce our strategic priorities and align performance with the interests of our stockholders. In selecting performance metrics for our short- and long‑term incentive programs, the Ralliant Compensation Committee considered external market practices and stockholder perspectives, while prioritizing measures that reflect how we manage the business. The EICP metrics are intended to promote the near‑term behaviors critical to executing our strategy, while the multi‑year performance metrics for our PSUs are designed to align our leaders with sustained stockholder value creation.

  58. Long-Term

    Long-Term 73%

  59. Long-Term

    Long-Term

  60. 2026 Long-Term Incentive Design

    2026 Long-Term Incentive Design Annual long-term incentive awards granted to NEOs in 2026 consist of 60% PSUs and 40% RSUs. RSUs will vest in equal tranches on the first, second, and third anniversaries of the grant date, subject to continued service through the applicable vesting date. PSUs will vest following the end of the three-year performance period on December 31, 2028, subject to continued service through the date on which the Ralliant Compensation Committee certifies performance of the PSUs based on the following performance measures:

  61. 2026 Long-Term Incentive Design

    | PSU Performance Metric | Metric Weight | How It Aligns with Ralliant’s Strategic Priorities | | Adjusted Diluted Earnings Per Share (“Adjusted EPS”) | 50% | Focus on sustainable, long-term financial performance and aligns management goals with stockholder value creation | | Relative Total Shareholder Return versus the S&P 400 MidCap Index (“rTSR”) | 50% | Aligns executive pay directly with stockholder experience, providing an objective, market-based measure of performance relative to peer firms |

  62. 2026 Long-Term Incentive Design

    The payout range of the PSUs is 0% to 200% depending on the achievement of Adjusted EPS and rTSR. The rTSR component requires Ralliant TSR equal to the 55th percentile of peer firms to achieve the target payout. In addition, payout is capped at 100% if Ralliant’s TSR is negative, regardless of percentile rank. The PSUs also have a maximum value cap of five times the target value. Dividend equivalents will accrue and be reinvested in additional PSUs and RSUs subject to the same performance and vesting conditions. Dividend equivalents are not paid to holders of RSUs or PSUs until the applicable awards vest.

  63. Compensation-Setting Process

    Compensation-Setting Process Role of the Ralliant Compensation Committee The Ralliant Compensation Committee oversees the compensation of Ralliant’s executive officers. The Committee works closely with the full Board, management, and its independent consultant to examine the effectiveness of the Company’s compensation program and alignment with the Company strategy throughout the year. Specifically, the Committee: •Sets Ralliant’s executive compensation philosophy; •Reviews and approves the amount of compensation, goals, and objectives for the CEO, and in consultation with the CEO, for the other executive officers; •Sets the composition of the compensation peer groups; •Approves long-term incentive grants to executive officers; •Oversees risk management of Ralliant’s compensation programs, policies, and practices; and •Assists the Board in its oversight of Ralliant’s human capital management practices. The Ralliant Compensation Committee may form and delegate authority to subcommittees as it determines appropriate. In addition, to the extent permitted by applicable law and the provisions of a given equity-based plan, the Committee may delegate to one or more executive officers or a subcommittee the power to grant equity awards to employees of the Company or its subsidiaries. Role of the Independent Compensation Consultant In connection with the Separation, the Ralliant Compensation Committee engaged Pearl Meyer to serve as its independent compensation consultant. Pearl Meyer provides services related to Ralliant’s executive compensation program, including reviewing and advising on: •Our compensation peer groups; •Compensation setting for the executive officers, including market benchmarking of pay levels; •Market competitive practices among peers and their relevance for Ralliant as they relate to incentive design and incentive goals; •Form and amount of executive benefits and perquisites; •Governance-related items including stock ownership guidelines, the compensation clawback policy, and treatment of equity upon termination; and •Compensation setting for the Board, including market benchmarking of pay levels.

  64. Compensation-Setting Process

    Pearl Meyer reports directly to the Ralliant Compensation Committee. As part of the engagement process, the Ralliant Compensation Committee reviewed the independence of Pearl Meyer under NYSE and SEC rules and concluded that Pearl Meyer is independent. In reaching this conclusion, the Ralliant Compensation Committee considered factors relevant to the consultant’s independence, including the factors set forth in the NYSE listing standards. Role of Management Management assists the Ralliant Compensation Committee in discharging its duties by providing information on corporate and individual performance as well as management’s perspective on certain compensation and human capital management matters. The Ralliant Compensation Committee solicits and reviews the CEO’s recommendations with respect to the compensation of executive officers (other than the CEO). Additionally, the Ralliant Compensation Committee considers relevant market data, roles and responsibilities, and individual performance. Our CEO recuses herself from all discussions and recommendations regarding her own compensation and is not present when her compensation is determined by the independent Ralliant Compensation Committee. Peer Group Benchmarking The Ralliant Compensation Committee has developed a compensation peer group to better understand and evaluate the appropriateness and competitiveness of Ralliant’s executive compensation. The analysis, construction, and design of the peer group was informed by the peer group data and input from Pearl Meyer. In order to compile an appropriate peer group, the Ralliant Compensation Committee reviewed a set of companies that included some or all of the following characteristics: •Publicly traded companies headquartered, and listed on a stock exchange, in the U.S.; •Companies with revenue between approximately 1/3 to 3x of Ralliant’s revenue with consideration also given to operating income, market capitalization, and enterprise value; and •Companies representative of Ralliant’s segments, including Test & Measurement and Sensors & Safety Systems, as well as our end markets, such as diversified electronics, industrial manufacturing, communications, defense and space, utilities, and semiconductors. Based on these criteria, the 2025 peer group included the following companies:

  65. Other Compensation Matters

    Once an executive has acquired a number of shares that satisfies the ownership multiple, such number of shares then becomes his or her minimum ownership requirement (even if the executive’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level. Under the stock ownership policy, beneficial ownership includes shares in which the executive or his or her spouse or child has a direct or indirect interest, notional shares of our common stock in the EDIP, shares held in a 401(k) plan, and unvested RSUs but does not include shares subject to unexercised stock options or any PSUs. Compensation Clawback Policy and Plan Terms The Board has adopted the Ralliant Corporation Clawback Policy (the “Clawback Policy”) that applies to Ralliant’s Section 16 officers. Under the Clawback Policy, in the event of a material restatement of Ralliant’s consolidated financial statements (other than any restatement required according to a change in applicable accounting rules), Ralliant will seek reimbursement of the portion of any incentive-based compensation granted, earned, or vested based on the attainment of a financial reporting measure that would not have been paid had the consolidated financial statements been correctly stated. In addition to recoupment of incentive-based compensation mandated by the SEC and the NYSE, the Clawback Policy provides the Ralliant Board with the discretion to also recoup additional incentive-based compensation, whether cash- or equity-based, from any covered executive if the Ralliant Board determines that the triggering material restatement was at least in part the result of gross misconduct by such covered executive. Under the terms of the Ralliant Corporation 2025 Stock Incentive Plan (the “Stock Plan”), all outstanding unvested equity awards will be terminated immediately upon, and no grantee may exercise any outstanding equity award after, such time as he or she is terminated for gross misconduct. In addition, under the terms of the Ralliant EDIP if the plan administrator determines that termination of an employee’s participation in the EDIP resulted from the employee’s gross misconduct, the plan administrator may determine that the employee’s vesting percentage is zero with respect to all account balances that were contributed by us. Equity Award Grant Practices The Ralliant Compensation Committee has established a practice of granting annual equity awards, including to the NEOs, each year on March 1. Interim equity grants, such as grants made to newly hired executives, are typically made on the 15th day of a calendar month immediately following an earnings release. The Ralliant Compensation Committee does not consider material non-public information when determining the timing or terms of equity awards, and Ralliant does not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation. The Ralliant Compensation Committee did not grant stock options to any NEO in 2025 during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q, or Form 8-K that disclosed material non-public information.

  66. Summary Compensation Table

    Summary Compensation Table The following table provides certain information regarding the compensation of our NEOs for fiscal years 2025, 2024, and 2023. Such compensation was paid or granted by Fortive prior to the completion of the Separation in June 2025 and by Ralliant after the Separation.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Tami Newcombe(5) President and Chief Executive Officer | 2025 | 936,539 | — | 4,606,587 | 5,062,103 | 1,251,250 | — | 572,617 | 12,429,096 | | | 2024 | 738,942 | — | 3,515,675 | 1,357,595 | 1,111,860 | — | 148,346 | 6,872,418 | | | 2023 | 681,731 | — | 3,077,780 | 1,154,736 | 1,262,588 | — | 98,746 | 6,275,581 | | Neill Reynolds Senior Vice President – Chief Financial Officer | 2025 | 348,558 | 500,000 | 1,775,375 | 1,791,735 | 328,603 | — | 57,825 | 4,802,096 | | Amir Kazmi Senior Vice President – Chief Technology and Growth Officer | 2025 | 395,577 | 250,000 | 1,677,762 | — | 275,128 | — | 61,126 | 2,659,593 | | Jonathon Boatman Senior Vice President – Chief Legal Officer | 2025 | 454,808 | 250,000 | 1,004,357 | — | 337,343 | — | 76,075 | 2,122,583 | | Karen Bick(5) Senior Vice President – Chief People Officer | 2025 | 465,442 | — | 1,436,088 | — | 387,296 | — | 80,093 | 2,368,919 | | | 2024 | 439,635 | — | 399,621 | 419,716 | 304,612 | — | 56,886 | 1,620,470 |

  68. Summary Compensation Table

    (1)The amounts reflected in these columns represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with FASB ASC Topic 718. For all NEOs, the amount in the “Stock Awards” and “Option Awards” columns for 2025 equals the aggregate grant date fair value of all RSUs and stock options, respectively, that were granted to our NEOs during 2025. With respect to RSUs, we calculated the grant date fair value under FASB ASC Topic 718 based on the base number of shares of common stock underlying the RSU multiplied by the closing price of the common stock on the date of grant. With respect to stock options, we have calculated the grant date fair value under FASB ASC Topic 718 using the Black-Scholes option pricing model. The assumptions made in calculating the fair value of the RSUs and stock options granted on March 3, 2025 and the RSUs granted on May 15, 2025 are set forth in Note 13: Stock-Based Compensation to the Consolidated Financial Statements in Fortive’s Annual Report on Form 10-K for fiscal 2025. Additional information about the assumptions used when valuing the August 15, 2025 RSUs and stock options is set forth in Note 15: Stock-Based Compensation to the Consolidated and Combined Financial Statements in our Annual Report on Form 10-K for fiscal 2025. Fortive awards that were outstanding at the time of the Separation were converted into Ralliant awards in accordance with the Employee Matters Agreement in a manner that preserved the award’s value. This conversion of the awards was considered a modification for accounting purposes and resulted in additional compensation expense for Ralliant but did not result in additional value for any of the relevant executives. The additional compensation expense recognized for each of the NEO converted awards was $4,234,095 for Ms. Newcombe, $77,003 for Mr. Kazmi, $66,004 for Mr. Boatman, and $538,395 for Ms. Bick. Mr. Reynolds did not have any awards converted or any additional compensation expense. For additional details, see Note 15: Stock-Based Compensation to the Consolidated and Combined Financial Statements in our Annual Report on Form 10-K for fiscal 2025. (2)The amounts set forth in this column for fiscal 2025 reflect compensation earned during the corresponding fiscal year under Ralliant’s Executive Incentive Compensation Plan. (3)Ralliant does not have a defined benefit pension plan for executive officers and does not pay above market earnings on account balances under the EDIP or pursuant to any other deferred compensation arrangement.

  69. Summary Compensation Table

    | 2026 Proxy Statement | 57 |

  70. Summary Compensation Table

    (4)The amounts set forth in this column for 2025 include the following benefits:

  71. Summary Compensation Table

    | Name | 2025 Company 401(k) Contributions ($) | 2025 EDIP Company Contributions ($) | Financial Planning ($) | Relocation Costs ($)(i) | | Tami Newcombe | 24,328 | 108,750 | 10,000 | 429,539 | | Neill Reynolds | 11,538 | 36,287 | 10,000 | — | | Amir Kazmi | 13,539 | 37,587 | 10,000 | — | | Jonathon Boatman | 14,000 | 42,075 | 10,000 | 10,000 | | Karen Bick | 24,328 | 45,765 | 10,000 | — |

  72. Summary Compensation Table

    (i)Amounts represent relocation assistance provided under the Company’s Domestic Relocation Policy in connection with the executive's relocation to Ralliant’s new headquarters in the Raleigh, North Carolina metropolitan area. For Ms. Newcombe, the amount includes reimbursement of relocation expenses of $383,343 and related tax gross-up of $46,196. The Policy provides customary benefits that may include home sale and home purchase assistance, shipment of household goods, temporary housing, travel costs, and a $10,000 miscellaneous expense allowance. (5)Compensation information for years prior to fiscal 2025 included for (i) Ms. Newcombe because such information was previously reported in connection with her status as a named executive officer of Fortive during those periods and (ii) Ms. Bick because such information was previously reported in our Information Statement filed with the SEC as an exhibit to our Form 10-12B/A on May 28, 2025.

  73. Summary Compensation Table

    | 58 | |

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs during the fiscal 2025.

  75. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | | | | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Tami Newcombe | Annual Cash Incentive | — | — | 882,125 | 1,250,000 | 2,812,500 | — | — | — | — | | | RSU | 3/3/2025 | 2/24/2025 | — | — | — | 41,876 | — | — | 2,184,719 | | | Stock Option | 3/3/2025 | 2/24/2025 | — | — | — | — | 126,883 | 52.87 | 2,613,222 | | | Stock Option | 8/15/2025 | 8/5/2025 | — | — | — | — | 54,563 | 43.50 | 1,015,391 | | | Stock Option | 8/15/2025 | 8/5/2025 | — | — | — | — | 48,251 | 43.50 | 955,653 | | | Stock Option | 8/15/2025 | 8/5/2025 | — | — | — | — | 24,126 | 43.50 | 477,836 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 23,342 | — | — | 1,008,141 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 21,969 | — | — | 942,470 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 10,985 | — | — | 471,257 | | Neill Reynolds | Annual Cash Incentive | — | — | 396,956 | 562,500 | 1,265,625 | — | — | — | — | | | Stock Option | 8/15/2025 | 8/5/2025 | — | — | — | — | 38,515 | 43.50 | 716,746 | | | Stock Option | 8/15/2025 | 8/5/2025 | — | — | — | — | 56,350 | 43.50 | 1,074,989 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 16,477 | — | — | 711,642 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 24,715 | — | — | 1,063,734 | | Amir Kazmi | Annual Cash Incentive | — | — | 271,695 | 385,000 | 866,250 | — | — | — | — | | | RSU | 5/15/2025 | 5/9/2025 | — | — | — | 15,185 | — | — | 728,921 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 21,969 | — | — | 948,841 | | Jonathon Boatman | Annual Cash Incentive | — | — | 271,695 | 385,000 | 866,250 | — | — | — | — | | | RSU | 5/15/2025 | 5/9/2025 | — | — | — | 13,016 | — | — | 624,803 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 8,788 | — | — | 379,554 | | Karen Bick | Annual Cash Incentive | — | — | 234,645 | 332,500 | 748,125 | — | — | — | — | | | RSU | 3/3/2025 | 2/24/2025 | — | — | — | 9,305 | — | — | 487,247 | | | RSU | 8/15/2025 | 8/5/2025 | — | — | — | 21,969 | — | — | 948,841 |

  76. Grants of Plan-Based Awards

    (1)These columns relate to 2025 cash award opportunities under our Executive Incentive Compensation Plan, which we describe in more detail above under “Executive Incentive Compensation Plan.” The amount that each NEO earned under these awards based on actual performance for fiscal year 2025 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2)All awards after the Separation were granted under the Stock Plan. We discuss the key terms of these awards in more detail above under “Offer Letters and Awards Related to the Separation”. For any awards granted prior to the Separation, the shares were converted from their original Fortive plan to the Stock Plan at the time of the Separation. (3)Fortive awards that were outstanding at the time of the Separation were converted into Ralliant awards in accordance with the Employee Matters Agreement in a manner that preserved the award’s value. This conversion of the awards was considered a modification for accounting purposes and resulted in additional compensation expense for Ralliant but did not result in additional value for any of the relevant executives. The additional compensation expense recognized for each of the NEO converted awards was $4,234,095 for Ms. Newcombe, $77,003 for Mr. Kazmi, $66,004 for Mr. Boatman and $538,395 for Ms. Bick. Mr. Reynolds did not have any awards converted or any additional compensation expense. For additional details, see Note 15: Stock-Based Compensation to the Consolidated and Combined Financial Statements in our Annual Report on Form 10-K for fiscal 2025.

  77. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 59 |

  78. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2025.

  79. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Tami Newcombe | 8/15/2025 | — | 126,940(2) | 43.50 | 8/15/2035 | 56,296(6) | 2,866,029 | | | 3/3/2025 | — | 126,883(3) | 52.87 | 3/3/2035 | 41,876(3) | 2,131,907 | | | 3/4/2024 | — | 60,542(3) | 56.74 | 3/4/2034 | 27,305(7) | 1,390,098 | | | 2/27/2023 | — | 66,579(3) | 44.58 | 2/27/2033 | 53,605(8) | 2,729,031 | | | 2/28/2022 | 13,786 | 13,787(3) | 43.33 | 2/28/2032 | 4,551(5) | 231,691 | | | 11/15/2021 | 29,650 | — | 52.22 | 11/15/2031 | — | — | | | 2/24/2021 | 33,431 | — | 45.26 | 2/24/2031 | — | — | | | 2/20/2020 | 28,292 | — | 42.73 | 2/20/2030 | — | — | | | 5/15/2019 | 15,997 | — | 45.27 | 5/15/2029 | — | — | | | 2/25/2019 | 21,120 | — | 45.40 | 2/25/2029 | — | — | | | 2/22/2018 | 21,948 | — | 42.67 | 2/22/2028 | — | — | | | 2/23/2017 | 90,556 | — | 31.86 | 2/23/2027 | — | — | | Neill Reynolds | 8/15/2025 | — | 94,865(4) | 43.50 | 8/15/2035 | 41,192(9) | 2,097,085 | | Amir Kazmi | 8/15/2025 | — | — | — | — | 21,969(10) | 1,118,442 | | | 5/15/2025 | — | — | — | — | 15,185(5) | 773,068 | | Jonathon Boatman | 8/15/2025 | — | — | — | — | 8,788(10) | 447,397 | | | 5/15/2025 | — | — | — | — | 13,016(5) | 662,645 | | Karen Bick | 8/15/2025 | — | — | — | — | 21,969(10) | 1,118,442 | | | 3/3/2025 | — | — | — | — | 9,305(5) | 473,718 | | | 3/4/2024 | 5,385 | 16,165(5) | 56.74 | 3/4/2034 | 5,332(5) | 271,452 | | | 2/27/2023 | 8,324 | 8,324(5) | 44.58 | 2/27/2033 | 2,747(5) | 139,850 | | | 2/28/2022 | 9,054 | 3,021(5) | 43.33 | 2/28/2032 | 996(5) | 50,706 | | | 2/24/2021 | 10,028 | — | 45.26 | 2/24/2031 | — | — | | | 11/15/2020 | 3,422 | — | 47.48 | 11/15/2030 | — | — |

  80. Outstanding Equity Awards at Fiscal Year-End

    (1)We calculated market value based on the closing price of our common stock on December 31, 2025, the last trading day of the year, as reported on the NYSE ($50.91 per share), multiplied by the number of unvested shares. (2)Includes 54,563 shares, where 50% of the options become exercisable on the first anniversary and one-fourth of the options granted become or became exercisable on each of the second and third anniversaries of the grant date; includes 72,377 shares, where 50% of the options become exercisable on the third and fourth anniversaries of the grant date. (3)Under the terms of the award, vesting occurs in two equal installments of 50% on the third and fourth anniversaries of the grant date. (4)Includes 38,515 shares, where 50% of the options become exercisable on the first anniversary and one-fourth of the options granted become exercisable on each of the second and third anniversaries of the grant date; includes 56,350 shares, where 25% of the options become exercisable on the first, second, third and fourth anniversaries of the grant date. (5)Under the terms of the award, vesting occurs in four equal annual installments of 25% beginning on the first anniversary of the grant date. (6)Includes 23,342 shares, where 50% of the awards vest on the first anniversary and 25% of the awards vest on the second and third anniversaries of the grant date; includes 32,954 shares, where 50% of the awards vest on the third and fourth anniversaries of the grant date. (7)Includes 21,981 RSUs, of which 50% vest on each of the third and fourth anniversaries of the grant date. Also includes 5,324 shares that were originally granted as PSUs under Fortive and were converted into RSUs in connection with the Separation based on the performance payout as of the Separation date. These converted RSUs vest on the third anniversary of the grant date. (8)Includes 27,473 RSUs, of which 50% vest on each of the third and fourth anniversaries of the grant date. Also includes 26,132 shares that were originally granted as PSUs under Fortive and were converted into RSUs in connection with the Separation based on the performance payout as of the Separation date. These converted RSUs vest on the third anniversary of the grant date. (9)Includes 16,477 shares, where 50% of the awards vest on the first anniversary and 25% of the awards vest on the second and third anniversaries; includes 24,715 shares, where 25% vest on the first, second, third, and fourth anniversaries of the grant date. (10)Under the terms of the award, 50% of the awards vest on the first anniversary and 25% of the awards vest on the second and third anniversaries of the grant date.

  81. Outstanding Equity Awards at Fiscal Year-End

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  82. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table summarizes stock option exercises and the vesting of RSU awards with respect to our NEOs in 2025 that occurred following the Separation.

  83. Option Exercises and Stock Vested During Fiscal 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Tami Newcombe | — | — | 4,893 | 232,222 | | Karen Bick | — | — | 3,787 | 165,637 |

  84. Option Exercises and Stock Vested During Fiscal 2025

    (1)We calculated the amounts shown in this column by multiplying the number of shares acquired by the closing price of the common stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

  85. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth, for each NEO, information regarding participation in the EDIP. There were no withdrawals by or distributions to any of the NEOs from the EDIP in 2025.

  86. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Tami Newcombe | — | 108,750 | 36,439 | 598,298 | | Neill Reynolds | — | 36,287 | 7,180 | 43,467 | | Amir Kazmi | — | 37,587 | 2,617 | 42,961 | | Jonathon Boatman | — | 42,075 | 2,661 | 43,694 | | Karen Bick | 27,927 | 45,765 | 21,379 | 346,990 |

  87. Non-Qualified Deferred Compensation

    (1)This column reflects the amount of base salary and non-equity incentive plan compensation that each NEO deferred in 2025 under our EDIP as follows:

  88. Non-Qualified Deferred Compensation

    | Name | Salary | Non-Equity Incentive Plan Compensation | | Karen Bick | 27,927 | — |

  89. Non-Qualified Deferred Compensation

    (2)We included the amounts set forth in this column as 2025 compensation under the “All Other Compensation” column of the Summary Compensation Table. (3)The amounts set forth in this column represent earnings that are neither above market nor preferential, and accordingly, we do not include these amounts as compensation in the Summary Compensation Table. (4)The table below indicates for each NEO how much of the EDIP balance set forth in this column that we have reported as compensation in the Summary Compensation Table for previous years.

  90. Non-Qualified Deferred Compensation

    | Name | Amount included in "Aggregate Balance at Last FYE" Column That Has Been Reported as Compensation in the Summary Compensation Table for Previous NEO Years ($) | | Tami Newcombe | 174,300 | | Karen Bick | 35,775 |

  91. Non-Qualified Deferred Compensation

    | 2026 Proxy Statement | 61 |

  92. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Consistent with market practice, and to help ensure that Ralliant’s executive officers remain focused on our businesses during periods of uncertainty and are motivated to pursue transactions in the best interests of stockholders, Ralliant maintains a Severance and Change in Control Plan for Officers, which we refer to as the “Severance Plan.” It provides for severance benefits upon (i) a termination without Cause not preceded by a change-in-control and (ii) a termination without Cause, or Good Reason resignation (each, as defined in the Severance Plan), in each case, within 24 months following a qualified change-in-control. “Double Trigger” Change-in-Control Severance. The definition of “change-in-control” is limited to include only: •a merger, consolidation, or reorganization in which Ralliant is not the surviving entity and in which the voting securities of Ralliant prior to such transaction would represent 50% or less of the voting securities of the surviving entity; •sale of all, or substantially all, assets of Ralliant, or •any transaction approved by the Board that results in any person or entity that is not an affiliate of Ralliant owning 100% of Ralliant’s outstanding voting securities. If, within 24 months following a qualifying change-in-control, a NEO is terminated without Cause or resigns for Good Reason, then the following severance payment would be due:

  93. Potential Payments Upon Termination or Change-in-Control

    | Compensation | CEO | OTHER NEOs | | Cash Severance Payment | 2x base salary and target annual incentive award | 1x base salary and target annual incentive award | | Cash Annual Incentive Award | Target annual incentive award prorated from the beginning of the year to the date of termination | Same | | Equity Awards | Immediate acceleration of all unvested outstanding equity awards, with any performance conditions measured based on target performance | Same | | Health Benefits | 24 months | 12 months | | 280G Excise Tax | No tax gross up | Same |

  94. Potential Payments Upon Termination or Change-in-Control

    Termination without Cause Severance. Ralliant provides the following severance benefits under the Severance Plan upon a termination without Cause other than within 24 months following a qualifying change-in-control:

  95. Potential Payments Upon Termination or Change-in-Control

    | Compensation | CEO | OTHER NEOs | | Cash Severance Payment | 2x base salary | 1x base salary | | Cash Annual Incentive Award | •Payments based on actual performance; and •Prorated from the beginning of the year to the date of termination | Same | | Equity Awards | •Continued vesting of equity awards, prorated from the date of grant to the date of termination, with any performance conditions measured based on actual performance | Same | | Health Benefits | 24 months | 12 months | | 280G Excise Tax | No tax gross up | Same |

  96. Potential Payments Upon Termination or Change-in-Control

    The following table describes the payments and benefits that each NEO would be entitled to receive upon a termination of employment or in connection with a change-in-control of Ralliant. The amounts set forth below assume that the triggering event occurred on December 31, 2025. Where benefits are based on the market value of our common stock, we have used the closing price of our common stock as reported on the NYSE on December 31, 2025, the last trading day of the year ($50.91 per share). In addition to the amounts set forth below, upon any termination of employment, each executive would also be entitled to (1) receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination of employment due to death), unused vacation, and 401(k) plan distributions, (2) receive accrued, vested balances under the EDIP (except that under the EDIP, if an employee’s employment terminates as a result of gross misconduct, the EDIP administrator may determine that the employee’s vesting percentage with respect to all employer contributions is zero), and (3) exercise vested stock options (except that, under the terms of our Stock Plan, all outstanding equity awards are terminated upon, and no employee can exercise any outstanding equity award after, termination for gross misconduct). Retirement is defined generally as either a voluntary resignation after age 65 or an approved early retirement.

  97. Potential Payments Upon Termination or Change-in-Control

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  98. Potential Payments Upon Termination or Change-in-Control

    | Name | Compensation Item | Termination Without Cause(1) ($) | Retirement ($) | Death ($) | Qualifying Termination in Connection with a Change-in-Control ($) | | Tami Newcombe | Value of Unvested Stock Options that would be accelerated(2),(3) | 448,417 | 645,386 | 1,466,576 | 1,466,576 | | | Value of Unvested RSUs that would be accelerated(2),(3) | 3,829,603 | 4,547,434 | 5,572,558 | 9,348,756 | | | Benefits Continuation | 44,724 | — | — | 44,724 | | | Severance Payment | 2,000,000 | — | — | 4,500,000 | | | Target Annual Incentive Award(4) | — | — | — | 1,250,000 | | | Performance-Based Annual Incentive Award(4) | 1,251,250 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total | 7,573,994 | 5,192,820 | 7,039,134 | 16,610,056 | | Neill Reynolds | Value of Unvested Stock Options that would be accelerated(2),(3) | — | — | 702,950 | 702,950 | | | Value of Unvested RSUs that would be accelerated(2),(3) | — | — | 1,249,586 | 2,097,085 | | | Benefits Continuation | 20,586 | — | — | 20,586 | | | Severance Payment | 625,000 | — | — | 1,187,500 | | | Target Annual Incentive Award(4) | — | — | — | 328,275 | | | Performance-Based Annual Incentive Award(4) | 328,603 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | 43,467 | — | | | Total | 974,189 | — | 1,996,003 | 4,336,395 | | Amir Kazmi | Value of Unvested RSUs that would be accelerated(2),(3) | 234,797 | — | 1,194,960 | 1,891,510 | | | Benefits Continuation | 32,127 | — | — | 32,127 | | | Severance Payment | 550,000 | — | — | 935,000 | | | Target Annual Incentive Award(4) | — | — | — | 287,942 | | | Performance-Based Annual Incentive Award(4) | 275,128 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | 42,961 | — | | | Total | 1,092,052 | — | 1,237,921 | 3,146,579 | | Jonathon Boatman | Value of Unvested RSUs that would be accelerated(2),(3) | 201,247 | — | 662,135 | 1,110,042 | | | Benefits Continuation | 19,374 | — | — | 19,374 | | | Severance Payment | 550,000 | — | — | 935,000 | | | Target Annual Incentive Award(4) | — | — | — | 328,059 | | | Performance-Based Annual Incentive Award(4) | 337,343 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | 43,694 | — | | | Total | 1,107,964 | — | 705,829 | 2,392,475 | | Karen Bick | Value of Unvested Stock Options that would be accelerated(2),(3) | 65,482 | — | 75,590 | 75,590 | | | Value of Unvested RSUs that would be accelerated(2),(3) | 520,504 | — | 1,408,222 | 2,054,168 | | | Benefits Continuation | — | — | — | — | | | Severance Payment | 475,000 | — | — | 807,500 | | | Target Annual Incentive Award(4) | — | — | — | 332,500 | | | Performance-Based Annual Incentive Award(4) | 387,296 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total | 1,448,282 | — | 1,483,812 | 3,269,758 |

  99. Potential Payments Upon Termination or Change-in-Control

    | 2026 Proxy Statement | 63 |

  100. Potential Payments Upon Termination or Change-in-Control

    (1)A description of the severance benefits and cash payments our NEOs would be entitled to receive if we terminate the executive’s employment without Cause, or upon termination following a change-in-control precedes this table. The amounts set forth in the table assume that the executive would have executed our standard release in connection with any termination without Cause or termination following a change-in-control. (2)The terms of the Stock Plan provide for (a) continued pro-rata vesting of certain of the participant’s RSUs, PSUs, and stock options upon retirement under certain circumstances, and (b) accelerated vesting of a participant’s stock options and certain of a participant’s RSUs and PSUs if the participant dies during employment. (3)Pursuant to the Severance Plan, in the event we terminate an NEO without Cause not in connection with a change-in-control, a prorated portion of the NEO’s outstanding equity awards will remain outstanding and continue to vest pursuant to the original vesting schedule, subject to the satisfaction of any performance measures that had not been met prior to the date of the termination. The remaining portion of such unvested awards would be forfeited. If we terminate an NEO without Cause or an NEO resigns with Good Reason, in either case within two years following a qualified change-in-control, all unvested equity awards shall become immediately vested (assuming, if applicable, that any performance goals were met at the target level, irrespective of any actual performance). (4)Pursuant to the Severance Plan, in the event we terminate an NEO without Cause not in connection with a change-in-control, a prorated portion of the NEO’s annual incentive award will remain outstanding and be payable at the end of the performance period subject to the satisfaction of any performance measures that had not been met prior to the date of the termination. If we terminate an NEO without Cause or an NEO resigns with Good Reason, in either case within two years following a qualified change-in-control, a prorated portion of the NEO’s target annual incentive award will immediately vest and be paid. None of the annual incentive awards are prorated for purposes of the table since we assume that the NEO terminated employment on December 31, 2025, which is the end of the performance period for our annual incentive awards, with assumed performance, in the case of a termination without Cause, based on actual performance and, in the case of a termination following a change-in-control, based on target performance. (5)Under the terms of the EDIP, any unvested portion of the employer contributions that have been credited to the participant’s EDIP account would immediately vest upon the participant’s death. In 2025, Mr. Reynolds, Mr. Kazmi, and Mr. Boatman all had an unvested EDIP balance.

  101. Potential Payments Upon Termination or Change-in-Control

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  102. Pay versus Performance

    Pay versus Performance The following table sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”).

  103. Pay versus Performance Table

    Pay versus Performance Table

  104. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income ($) (in millions)(5) | Adjusted EPS(6) ($/Share) | | 2025 | 12,429,096 | 13,469,512 | 2,988,298 | 3,254,711 | 105.21 | 113.17 | (1,223) | 2.71 |

  105. Pay versus Performance Table

    (1)The principal executive officer (the “PEO”) and NEOs included in these columns reflect the following:

  106. Pay versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Ms. Newcombe | Mr. Reynolds, Mr. Kazmi, Mr. Boatman, and Ms. Bick |

  107. Pay versus Performance Table

    (2)The following table details the total equity award adjustments for the applicable year, including the amounts added (or subtracted, as applicable) for the PEO and the non-PEO NEOs, as computed in accordance with Item 402(v). In general, the adjustments for equity awards provided in Item 402(v) are as follows: •Subtract the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, •Add the fair value at fiscal year-end of option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, •Add the change in fair value (which may be a negative number) as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, •Add the vesting date value of option and stock awards which were granted and vested during the same covered fiscal year, •Add the change in value (which may be a negative number) as of the vesting date as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, •Subtract as to any option and stock awards which were granted in prior fiscal years and failed to meet applicable vesting conditions during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, •Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested awards. •Plus, as to any option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions used to calculate the fair value of our equity awards. For more information on the valuation of the equity awards, please see the notes to the financial statements that appear in Ralliant’s Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual proxy statement.

  108. Pay versus Performance Table

    | 66 | |

  109. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    Reconciliation of Compensation Actually Paid to Summary Compensation Table

  110. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    | | PEO | NEO Average | | | 2025 ($) | 2025 ($) | | Summary Compensation Table Total | 12,429,096 | 2,988,298 | | Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (9,668,690) | (1,921,329) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 10,823,504 | 2,180,100 | | Add/(Less): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (96,347) | 12,569 | | Add: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Add/(Less): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (18,051) | (4,926) | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | 13,469,512 | 3,254,711 |

  111. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    (3)Assumes $100 invested on market close on June 30, 2025, the Separation date, through the end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (4)Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 600 Industrials Index. (5)Amount reflects Ralliant Corporation’s net income as calculated pursuant to GAAP and reported in our audited financial statements. (6)Amount reflects Ralliant Corporation’s adjusted EPS, a non-GAAP measure, as our Company-selected measure. See “Appendix - Non- GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. The assumptions used to calculate the fair value of equity awards in this section do not materially differ from those used to calculate the grant date fair value of such awards for purposes of the Summary Compensation Table, except that the fair value calculations of unvested options in 2025 rely upon an estimated term of 1.4 to 7.4 years, as compared to the six-year estimated term relied upon to calculate the grant date fair value of such stock options. Most Important Company Performance Measures for Determining Executive Compensation. In accordance with Item 402(v), the list below provides, in no particular order, the financial performance measures that Ralliant believes are most important for purposes of linking compensation actually paid to the NEOs during fiscal 2025 to Ralliant’s performance: •Adjusted EPS •Adjusted Operating Profit •Organic Revenue Growth •Working Capital Turnover Pay versus Performance Table Discussion and Analysis. In accordance with Item 402(v) requirements, Ralliant is providing the following charts to describe the relationships between information presented in the Pay versus Performance table. The following charts show the relationship between the compensation actually paid (also referred to as “CAP”) to the PEO and the other NEOs and (i) TSR of both Ralliant and the S&P 600 Industrials Index; (ii) Ralliant’s net income; and (iii) Ralliant’s adjusted EPS.

  112. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    | 2026 Proxy Statement | 67 |

  113. Relationship Between Compensation Actually Paid and Performance Measures Disclosed in the Pay

    Relationship Between Compensation Actually Paid and Performance Measures Disclosed in the Pay