Tamara Newcombe
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
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortive – Precision Technologies | President & CEO (PT), succeeding Pat Murphy | Effective Jan 1, 2022 | Led 11 operating companies and ~$3.5B operations; drove automation/AI initiatives and segment financial improvements |
| Fortive | Group President; Chair, Inclusion & Diversity Council | 2021–2022 | Oversaw India operations; advanced enterprise culture and FBS execution |
| Tektronix (Fortive) | President; previously Commercial President | 2019–2021; joined 2017 | Scaled go-to-market; led innovation and growth through FBS |
| Cisco Systems | VP, Commercial Sales | ~1999–2017 | Ran ~$1.5B business, drove partner/channel strategy and consistent top-line growth |
| Analog Devices; IBM | Sales/marketing/engineering roles | Pre-1999 | Product development and sales engineering foundations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ralliant (post-separation) | President & CEO; Board member | 2025– | Will lead the Precision Technologies company; named leadership and board build-out underway |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $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)
| Metric | Weight | Target | Actual | Payout % (before weighting) | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EPS | 60% | $3.79 | $3.89 | 126.3% | 75.8% |
| Free Cash Flow | 20% | $1,375M | $1,406M | 122.5% | 24.5% |
| Core Revenue Growth | 20% | 4.0% | 1.3% | 0% | 0% |
| Company Performance Factor | — | — | — | — | 100.3% |
| Strategic Performance Factor (Newcombe) | — | — | — | — | 110% |
| Composite Performance Factor (Newcombe) | — | — | — | — | 102.2% |
Long-Term Incentive Structure and 2024 Grants
| Element | 2024 Grant Detail | Vesting | Performance Metrics |
|---|---|---|---|
| PSUs | Target 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) |
| RSUs | Base 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 Options | 40,510 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)
| Element | 2023 Grant Detail | Notes |
|---|---|---|
| PSUs | Target 29,405 (thr 8,822; max 58,810) | rTSR threshold was 35th pctile in 2023 design; updated for 2024 |
| RSUs | Base 14,705; incremental RSUs earned 3,677 (25%) on 27.3% adj. EBITDA margin | |
| Stock Options | 44,550 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 ownership | 160,562 options (within 60 days) |
| EDIP notional “phantom” shares | 7,838 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 options | 40,510 @ $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 guideline | 3x base salary for executive officers (5x for CEO) |
| Pledging/Hedging | Absolute 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; $10,000 annual financial services stipend; relocation via CapRelo; participation in EDIP; severance governed by Fortive CIC plan with carve-out that Ralliant separation itself is not a CIC for Fortive plan purposes .
Multi-Year Compensation Summary (SCT)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 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 |
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 .