Ralliant Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation awarded to Ralliant’s named executive officers for fiscal 2025 as disclosed in the proxy materials. Management seeks this advisory endorsement to validate its pay-for-performance framework following Ralliant’s June 2025 separation from Fortive, where pay decisions were set by Fortive and subsequently reviewed and adopted by Ralliant’s Compensation Committee. The company stresses that a substantial portion of NEO pay is performance‑based and equity‑linked, with approximately 87% of the CEO’s target 2025 pay at risk and a meaningful portion of LTIs tied to multi-year performance metrics, demonstrating alignment with stockholders. The Compensation Committee engaged an independent consultant, established rigorous performance metrics (adjusted operating profit, organic revenue growth, and working capital turnover for 2025), and implemented governance safeguards such as clawback policies, stock ownership requirements, and limits on hedging and single-trigger change-in-control benefits. While the vote is advisory and non-binding, the Board indicates it will carefully consider the outcome and investor feedback when making future compensation decisions. The board’s recommendation to vote FOR is supported by the narrative that the compensation program was designed to attract and retain leadership during the Separation, to incentivize profitable growth and cash generation, and to align long-term incentives (PSUs and RSUs) with sustained stockholder value. Potential investor concerns include the use of special one-time “Founders” and separation-related awards and the fact that some 2025 decisions were made pre-Separation by Fortive; management addresses these by describing the purpose of one-time awards (retention/transition) and by committing to ongoing investor engagement and robust disclosure. Given the non-binding nature, an affirmative vote would signal stockholder support for the Committee’s approach and provide governance legitimacy as Ralliant transitions to a standalone pay program; a negative vote would require the Committee to engage more deeply with investors and potentially adjust plan design or disclosures to address concerns.

This proposal asks stockholders to indicate in a non-binding advisory vote how frequently the company should hold Say-on-Pay votes—options being one, two, or three years. Management requests approval for a one-year frequency, arguing that annual votes align with prevailing market practice and investor expectations and provide stockholders regular opportunities to express views on executive compensation. The advisory vote on frequency is mandated periodically by law; while the result is non-binding, the Board and Compensation Committee state they will consider investor feedback and the vote when setting future practices. An annual vote increases the cadence of direct shareholder feedback, which can enhance governance responsiveness and accountability but also may require more frequent disclosures and engagement resources. Management frames annual voting as particularly appropriate during Ralliant’s early years as a standalone public company while compensation program design and investor relations are being established post-Separation. From a governance perspective, annual votes are favored by many institutional investors as the standard that best protects shareholder rights to express ongoing views on pay policies and outcomes. If stockholders select a longer frequency, companies may have fewer formal opportunities for structured feedback, though informal engagement can continue. Given the vote’s advisory nature, a decision to adopt annual Say-on-Pay votes signals proactive governance and alignment with market norms; conversely, adoption of less frequent votes could reduce near-term oversight pressure on compensation design and disclosure.