Ralliant (RAL) Proxy filing summary

Executive summary

• Completed separation from Fortive and launched as an independent, publicly traded company in June 2025, focusing on precision technologies for mission-critical industries.

• Achieved ~$2.1B in revenue, $398M in operating cash flow, and $358M in free cash flow for 2025, exceeding long-term targets.

• Initiated quarterly dividends and a $200M share repurchase program, with a clear capital allocation framework balancing reinvestment and returns to shareholders.

• Established a disciplined operating model and strategic pillars: capturing growth vectors, enhancing customer value, and embedding the Ralliant Business System.

• Engaged with shareholders representing over 70% of shares outstanding and implemented inaugural governance-focused engagement.

Voting matters and shareholder proposals

• Four proposals: election of three Class I directors for a three-year term, advisory vote on executive compensation (Say-on-Pay), advisory vote on frequency of Say-on-Pay (recommended annually), and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals and for annual Say-on-Pay votes.

Board of directors and corporate governance

• Nine-member board with 89% independence, diverse skills, and global experience; all committees are fully independent.

• Board is classified, with phased declassification to be completed by 2029; after 2029, directors will be elected annually.

• Robust governance practices: annual self-evaluations, director orientation, stock ownership guidelines, and limits on outside board commitments.

• Shareholder rights to call special meetings and amend bylaws will be expanded in 2029.