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Tamara Newcombe

President and Chief Executive Officer, Precision Technologies and Advanced Healthcare Solutions at FortiveFortive
Executive

About Tamara Newcombe

President & CEO-designate of Ralliant (Fortive’s Precision Technologies spin), formerly President & CEO of Fortive’s Precision Technologies and Advanced Healthcare Solutions segments and President of Tektronix; age 59; B.S. in Electrical & Bio Engineering (Syracuse) and MBA (Union College) . In 2024, Fortive delivered Adjusted EPS +13% Y/Y, FCF +13% Y/Y, ~+100 bps adjusted operating margin expansion, and 1% core revenue growth; 2022–2024 PSU cycle rTSR ranked at the 50th percentile (median) vs S&P 500, emphasizing balanced but not top-decile TSR outcomes . She will lead Ralliant post-separation and received a new package reflecting the spin, including a $1,000,000 base salary (effective 4/1/2025 prior to separation) and special equity targeted at $5.125M upon separation .

Past Roles

OrganizationRoleYearsStrategic Impact
Fortive – Precision TechnologiesPresident & CEO (PT), succeeding Pat MurphyEffective Jan 1, 2022Led 11 operating companies and ~$3.5B operations; drove automation/AI initiatives and segment financial improvements
FortiveGroup President; Chair, Inclusion & Diversity Council2021–2022Oversaw India operations; advanced enterprise culture and FBS execution
Tektronix (Fortive)President; previously Commercial President2019–2021; joined 2017Scaled go-to-market; led innovation and growth through FBS
Cisco SystemsVP, Commercial Sales~1999–2017Ran ~$1.5B business, drove partner/channel strategy and consistent top-line growth
Analog Devices; IBMSales/marketing/engineering rolesPre-1999Product development and sales engineering foundations

External Roles

OrganizationRoleYearsNotes
Ralliant (post-separation)President & CEO; Board member2025–Will lead the Precision Technologies company; named leadership and board build-out underway

Fixed Compensation

Component20232024Notes
Base Salary ($)$681,731 $738,942 Salary held flat at $725,000 in Fortive’s 2024 program design; accounting alignment drove reported salary
Target Bonus (% of Salary)150% 150% Unchanged Y/Y
Target Bonus ($)$1,087,500 $1,087,500 Based on $725,000 salary
Actual Annual Incentive Payout ($)$1,262,588 $1,111,860 Reflects company and strategic performance factors
New Role (pre-spin) Base Salary$1,000,000 (effective 4/1/2025) Offer letter in connection with Ralliant spin

Performance Compensation

Annual Incentive Plan (2024)

MetricWeightTargetActualPayout % (before weighting)Weighted Contribution
Adjusted EPS60% $3.79 $3.89 126.3% 75.8%
Free Cash Flow20% $1,375M $1,406M 122.5% 24.5%
Core Revenue Growth20% 4.0% 1.3% 0% 0%
Company Performance Factor100.3%
Strategic Performance Factor (Newcombe)110%
Composite Performance Factor (Newcombe)102.2%

Long-Term Incentive Structure and 2024 Grants

Element2024 Grant DetailVestingPerformance Metrics
PSUsTarget 26,735 shares (threshold 4,010; max 53,470) 3-year performance, 1-year post-vest hold 60% rTSR vs S&P 500 (Target=55th pctile; Threshold=25th pctile=25%; Max=200%) ; 40% Core Revenue Growth (2024 result=0% year-1)
RSUsBase 13,370; 2024 “incremental” RSUs earned: 1,337 (10%) 50% in Yr 3 and 50% in Yr 4 Incremental based on Adjusted EBITDA Margin (≥28.4% earns 10%)
Stock Options40,510 options at $84.79; expires 3/4/2034 50% in Yr 3 and 50% in Yr 4 Stock price appreciation; fixed strike

Prior-Year Grants (for context)

Element2023 Grant DetailNotes
PSUsTarget 29,405 (thr 8,822; max 58,810) rTSR threshold was 35th pctile in 2023 design; updated for 2024
RSUsBase 14,705; incremental RSUs earned 3,677 (25%) on 27.3% adj. EBITDA margin
Stock Options44,550 options at $66.62; exp 2/27/2033

PSU Realization Snapshot

  • 2022–2024 PSUs earned at 91.5% of target; rTSR percentile = 50th (88.8% of target), Core Revenue Growth average payout 95.6%; Newcombe earned 11,143 shares vs 12,175 target .

Equity Ownership & Alignment

Ownership Item (as of 4/7/2025 unless noted)Amount
Beneficial Ownership (SEC definition)195,073 shares (includes items exercisable/vestable within 60 days and certain plan balances)
Options included in beneficial ownership160,562 options (within 60 days)
EDIP notional “phantom” shares7,838 shares attributed to EDIP account
Unvested time-based RSUs (12/31/2024)45,547 ($3,416,025 MV at year-end)
Unearned PSUs outstanding (12/31/2024)56,140 ($4,210,500 MV at year-end)
Selected unexercised options40,510 @ $84.79 exp. 3/4/2034; 44,550 @ $66.62 exp. 2/27/2033; plus earlier grants with strikes $64.75–$78.03
Stock ownership guideline3x base salary for executive officers (5x for CEO)
Pledging/HedgingAbsolute prohibition on pledging; hedging and derivatives transactions prohibited

Notes on insider activity:

  • Form 4 filings in 2025 show routine EDIP (deferred comp) credits/phantom shares (e.g., 6/27/2025), not open-market sales; these do not create selling pressure .

Employment Terms

  • Severance/Change-in-Control (Fortive plan): “Double trigger” CIC provides 1x base salary + 1x target annual bonus, full acceleration of unvested equity at target, and 12 months health benefits for NEOs (CEO multiples higher); no excise tax gross-ups . Termination without cause (non-CIC) provides 1x base salary, pro-rata bonus based on actual performance, and pro-rata/continued vesting of equity subject to original schedules and performance .
  • Clawback: Restatement-based recoupment of incentive compensation; board may also claw back time-based equity for gross misconduct .
  • Grant timing policy: Annual equity grants on a pre-set schedule (the later of March 2 or second business day after 10-K filing) to avoid MNPI timing; no option grants timed around information releases .
  • Insider trading & alignment policies: Strict insider trading policy; absolute prohibition on pledging and hedging for directors/executives; ownership guidelines (3x salary for executive officers) .
  • Ralliant CEO offer letter (spin transition): Base salary $1,000,000 effective 4/1/2025 (pre-separation); continuation of $4.5M target 2025 Fortive equity award; post-separation one-time Ralliant equity grants target $5,125,000; $10,000 annual financial services stipend; relocation via CapRelo; participation in EDIP; severance governed by Fortive CIC plan with carve-out that Ralliant separation itself is not a CIC for Fortive plan purposes .

Multi-Year Compensation Summary (SCT)

YearSalary ($)Stock Awards ($)Option Awards ($)Non-Equity Incentive ($)All Other Comp ($)Total ($)
2024738,942 3,515,675 1,357,595 1,111,860 148,346 6,872,418
2023681,731 3,077,780 1,154,736 1,262,588 98,746 6,275,581

Compensation Structure Analysis

  • Mix and pay-for-performance: 2024 target LTI mix (PSUs/RSUs/Options = 50/25/25 by grant value) with PSUs at 60% rTSR and 40% Core Revenue Growth; rTSR threshold tightened in 2024; RSUs include performance “incremental” feature tied to Adjusted EBITDA Margin .
  • Annual incentive rigor: Company factor 100.3% in 2024 despite Core Rev miss (0% payout on that metric), reflecting EPS/FCF outperformance; Newcombe strategic factor 110% on segment execution and talent outcomes; composite 102.2% .
  • Governance: No excise tax gross-ups, no single-trigger CIC, no option repricing without shareholder approval, no pledging/hedging; shareholder-friendly severance cap policy at 2.99x without prior approval .

Vesting Schedules and Potential Selling Pressure

  • RSUs and options vest 50% in year 3 and 50% in year 4 (concentrated vesting events may create scheduled delivery windows, but policies and ownership guidelines curtail indiscriminate selling) .
  • PSUs vest after a 3-year performance period with a 1-year hold (further limiting near-term liquidity) .
  • Recent Form 4s show deferred comp (EDIP) credits (phantom stock) rather than open-market sales; minimal direct selling signal from recent filings .

Performance & Track Record Highlights

  • 2024 company performance: Adjusted EPS +13% Y/Y; FCF +13% Y/Y; adjusted operating margin ~27% (+100 bps); Core Revenue Growth 1% (below target, reflected in plan payouts) .
  • Segment execution: Newcombe’s 2024 strategic assessment cites improved segment core growth/margins, increased acquisition ROIC, and multiple AI-driven innovation initiatives in PT/AHS .
  • PSU realization for 2022–2024 reflected median relative TSR (50th percentile) and mixed core growth (average 95.6%), yielding 91.5% of target PSU payout .

Say-on-Pay & Shareholder Feedback

  • 2024 say-on-pay approval: 92.06% support; compensation changes included increasing company-weighted AIP metrics to 80%, tightening rTSR design, and peer group refinement (removed Danaher & 3M) .

Compensation Peer Group (context)

  • 2024 peer group includes Ametek, IDEX, ITW, Rockwell, Ecolab, Honeywell, Roper, Trimble, Zebra, Mettler-Toledo, STERIS, Stryker, Autodesk, ServiceNow, Synopsys; Fortive positioned near 50th percentile on revenue within peers .

Investment Implications

  • Alignment: High proportion of at-risk, multi-year equity (PSUs 60% rTSR-weighted) and post-vest holding periods signal long-term alignment; no pledging/hedging allowed reduces adverse incentives .
  • Retention: Spin-related promotion to Ralliant CEO with meaningful new equity (founder/one-time awards) and competitive base increases near-term retention; vesting/holding features further limit voluntary turnover risk .
  • Near-term trading pressure: Scheduled vesting events exist (years 3–4), but recent Form 4s indicate EDIP phantom stock, not discretionary sales; monitor vesting dates and spin distribution mechanics for potential liquidity events .
  • Execution risk: Company-level 2024 core revenue growth was 1% (below target), though EPS/FCF outperformed; rTSR median performance in 2022–2024 suggests balanced but not top-tier TSR—execution at Ralliant (portfolio focus, AI/productivity levers) becomes the key upside lever under Newcombe .